IN THE DISTRICT COURT OF RILEY COUNTY KANSAS MCSDR

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   I        IN THE DISTRICT COURT OF RILEY COUNTY, KANSAS
   2    MANHATTAN CITIZENS FOR
         SUSTAINABLE DOWNTOVVN
   3    REDEVELOPMENT, INC.; and
         MANHATTAN/RILEY COUNTY
   4    PRESERVATION ALLIANCE,
          INC.; and GARCIA-QUAINTANCE
   5    APARTMENTS, L-L.C.; and
         DARRELL HILLS; and WILLIE
   6    J. SMITH and KAREN B.
         SNIITH; and PAUL YARBRCIUGH
   7    and MISTY GANDARA; and LEX
         PEARSON and PATTY PEA,RSON,
   8
   9                    Plaintiffs,
                            Case No. 08 CV 41
                                    Division No. II

 12    THE CITY OF MANHATTAN,
        KANSAS,
 13             Defendant.
 14         and
 15     DIAL, L.L.C.,
 16                     Intervenor.
 17                  D E P O S I T I O N
 18          The deposition of TOM PHILLIPS, taken on
 19    behalf of the Plaintiffs, pursuant to the Kansas
 20    Code of Civil Procedure and Notice, before:
                     Sandra K. Powers, C..S.R.,
                             OWENS, BRAKE and ASSOCIATES
                     I 2 1-A South 4th St.
                             Manhattan, Kansas 66502




                         OWENS, BRAKE and ASSOCIATES
            Box I  145, Manhattan, Kansas 66502 1-800-642-6576
OWENS, BRAKE & ASSSOCIATES 800-642-6576
,
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                                                                                                                     4
                                                                              TOM PHILI-IPS,
      a Certified Shorthand Reporter of Kansas, at the            of lawful age, having been first duly sworn on his
      City Offices. City of Manhattan. Conference Room,
                                                                  oath to state the truth, and nothing but the
      1101 Poyntz Avenue. Manhattan. Kansas, on the 25th
                                                                  truth, deposes and says:
      day of April. 2008. starting at 3:50 p.m.
                                                                            DIRECT EXAMINATION
                 A P P E A R A N C E S
                                                                  BY MR. SCHNEIDER:
         The Plaintiffs appeared by their counsel. Mr.
                                                                      Q. Would you please state your name for the
      Ronald Schneider. Attorney at Law. 9 0 0
                                                                  record?
      Massachusetts. Suite 600. Lawrence. Kansas 66044.
                                                                      A. Tom Phillips.
         The Defendant City of Manhattan. appeared by
                                                                      Q. Mr. Phillips, my name is Ron Schneider.
      its counsel. Mr. William Frost. City Attorney. of
                                                                  I'm an attorney and I represent the plaintiffs in
      Morrison. Frost. Olsen & INine. L.L.P.. Attorneys
                                                                  this lawsuit. Have you ever participated in a
      at Law, 323 Poyntz Avenue. Suite 204. Manhattan.
                                                                  deposition?
                                                                      A. Yes, I have.
      Kansas 66502.
         The Defendant Dial appeared by its counsel.
                                                                      Q. Okay. Good. You're the first one who
                                                                  has -- no, someone else has. I won't go into
      Mr. Neil R. Shortlidge. of Stinson. Morrison.
                                                                  explaining the process since you paiticipated.
      Hecker. L.L.P.. Attorneys at Law. 1 2 Corporate
                                                                  Basically answer the questions. If you have any
     Woods. 10975 Benson. Suite 550. Overland Park.
                                                                  questions about my questions let me know that.
      Kansas 6621 0-2008.
                                                                         Would you please state your role in City
         Also present: Mr. Jason Hilgers. Assistant
                                                                  government at this time?
     City Manager.                                                   A. At this time I'm City Commissioner.
                                                                     Q. And how long have you been City
                                                                  Commissioner?
                                                                     A. Well, 1 was Mayor for one year and this
                                                                                   OWENS, BRAKE and ASSOCIATES
                                                                         Box 1145, Manhattan, Kansas 66502 1-800-642-6576


I                 OWENS. BRAKE and ASSOCIATES
       Box 1145. Manhattan. Kansas 66502 1-800-642-6576


                                                             -         -
                                                                                                                     5
 1            INDEX                                           1   is year three.
 2   WITNESS                         PAGE                     2      Q. Year three?
 3   TOM PHILI-IPS                                            3      A. Yes.
 4    Direct-examinationby Mr. Schneider    4                 4      Q. So when did you first take your seat on
 5    Cross-examination by Mr. Frost      48                  5   the City Commission?
 6    Cross-examination by Mr. Shortlidge   56                6      A. '05.
 7                                                            7      Q. 2005?
 8                                                            8      A. Yes, Iguess this is the start of my
 9                                                            9   fourth year.
10   EXHIBITS:                                               10      Q. Have you held any other elected office
11   Deposition Exhibit No. 13           16                  11   other than City Commission?
12   Deposition Exhibit No. 14           51                  12      A. In government?
13                                                           13      Q. Yes, in government.
14                                                           14      A. No.
15                                                           15      Q. Besides being City Commissioner what do
16                                                           16   you do for a living?
17                                                           17      A. I'm a consultant, I do City planning
18                                                           18   work.
19   Signature of Witness              60                    19      Q. And I've had the benefit of reading about
20   Correction Page                  61                     20   you on the website for the City Commission and I
21                                                           21   also work with Price Banks, who's familiar with
22   Certificate of Certified                                22   you, and Price has shared with me that you're a
      Shorthand Reporter                 64                  23   planner. Are you self-employed?
23                                                           24      A. Yes.
24                                                           25      Q. What type of consulting work do you do?
25                                                                               OWENS, BRAKE and ASSOCIATES
                    OWENS, BRAKE and ASSOCIATES                        Box 1145, Manhattan, Kansas 66502 1-800-642-6576
          Box 1145, Manhattan, Kansas 66502 1-800-642-6576


OWENS, BRAKE & ASSSOCIATES 800-642-6576
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   1       A. Well, typically I'm employed by city or            1     Q. And all other matters related to the
   2   county governments in assisting them in zoning            2 development project as it would affect the City of
   3    matters, comprehensive plans, housing studies,           3 Manhattan in which you were City Commissioner?
   4   things of that nature.                                    4.    A. All material that was presented to me,
   5       Q. How long have you been doing that?                 5 yes.
   6       A. Well, since 1992.                                  6     Q. You couldn't review anything other than
   7       Q. And what type of degree do you have?               7 what was presented to you, but the material that
   8       A. I have a Master's in regional and                  8 was presented to you regarding this project -- and
   9   community planning from Kansas State University.          9 I'm talking about the entire project in the sense
  10       Q. And undergraduate degree?                         10 of the north and south development as it has been
  11      A. Bachelor of Science in geography from              11 referred to --
 12    KState.                                                  12     A. Uh-huh.
 13        Q. Other than that do you do any other               13     Q. -- you reviewed large volumes of
 14    activity for purposes of income?                         14 documents regarding that?
 15       A. No.                                                15     A. Yes.
 16       Q. This matter that we are discussing                 16     Q. And the Final DevelopmentAgreement as
 17    regards the amendment to the PUD -- or I often           17 well?
 18    refer to it as PUD, and I will be asking you             18     A. Yes.
 19    questions about that.                                    19     Q. And then when the PUD came before the
 20       A. Okay.                                              20 City when you were on the Commission, you approved
 21       Q. Based upon the history of this project,            21 that original PUD?
 22    as I have read the record, the City Commission           22     A. Yes.
 23    approved the specific original PUD in June of '06,       23     Q. And in doing so you were aware of the --
 24    and you were on the City Commission at that time,        24 of all the financial considerations that were
 25    were you not?                                            25 presented to you in the documents in preparation
                         OWENS, BRAKE and ASSOCIATES                                 OWENS, BRAKE and ASSOCIATES
             Box 1145, Manhattan, Kansas 66502 1-800-642-6576              Box 1145, Manhattan, Kansas 66502 1-800-642-6576




                                                           7                                                             9
           A. Yes, I was.                                              of that PUD?
           Q. What was your position on the proposed                       A. Yes.
        PUD at that time?                                                  Q. Were there - excuse me. You understood
           A. My recollection is Ivoted for approval.                  that the City had obligations within the general
           Q. Were you concerned about any of the                      context of this project, did you not, financial
       financial implications of that particular PUD and               obligations?
       the arrangements made with the developers, Dial?                    A. Participation of different elements
          A. Can you elaborate?                                       within the project?
           Q. Sure. Are vou familiar with the Final                        Q. Yes, and I'm malang general reference
        Development ~greement,     which is dated March 7,            without getting specific.
       2006?                                                               A. Yes.
          A. Yes, I am.                                                    Q. And in so doing you evaluated the impact
           Q. And that particular agreement outlines                  upon the community, I trust?
       certain financial responsibilities, financing                       A. Yes.
       approaches, including bonds and City funds. Did                     Q. And you came to the conclusion that it
       that concern you in any way or did you have                    was a good PUD to approve as it related to the
       general approval for it?                                       general welfare of the community?
          A. Iwould say I generally approved, yes.                        A. Let me make sure I understand your
          Q. And I assume in the process as City                      question, because you've merged from financial
       Commissioner you -- and especially with your                   issues to PUD.
       background, you have an extraordinary benefit that                  Q. Okay.
       many City Commissioners don't have, that you                       A. So can you specify what you mean?
       reviewed it thoroughly, the Final Development                      Q. Sure. The PUD had financial consequences
       Agreement?                                                     and implications to the City, the way the
          A. Yes, Idid review it.                                     financing structure was developed and agreed upon,
                         OWENS, BRAKE and ASSOCIATES                                    OWENS, BRAKE and ASSOCIATES
             Box 1145, Manhattan, Kansas 66502 1-800-642-6576                Box 1145, Manhattan, Kansas 66502 1-800-642-6576



OWENS, BRAKE & ASSSOCIATES 800-642-6576
-      LIILL,LII    Lf   rnulj   I"                                     znuli   IL.


                                                        10                                                                  12
   1     and you understood those?                                 1      missed and which one Iwatched.
  2          A. Yes.                                               2         Q. Your first City Commission meeting on the
  3          Q. In order for the PUD to proceed those              3      proposed amendment to the PUD was on December 18,
  4      financial structures had to proceed, and you              4      '07.
  5      understood that?                                          5         A. December 18, okay.
  6         A. Yes.                                                6         Q. And the record reflects that you were at
  7          Q. Taking all that into consideration you             7      that meeting and you sat as City Commissioner.
  8      believed that the PUD was the appropriate way to          8      Prior to December 18, '07, did you have any
  9      go for the City?                                          9      communicationsor conversations of any type with
 10         A.Yes.                                                10     the developers? And I would like to make
 11          Q. The first Planning Board meeting on this          11      reference to a time frame of October 1, to the
 12      project was December 3, 1 believe, 2007?                 12      date I'm referring to, October 1, '07.
 13               MR. FROST: Okay, now you're                     13         A. Any conversation?
 14     switching -                                               14         Q. Yes.
 15               MR. SCHNEIDER: On the PUD, excuse               15         A. Can Ihave a piece of paper so I can
 16     me.                                                       16     write these dates down and think through them?
 17               MR. FROST: You're switching from the            17         Q. Sure.
 18     2006 PUD to the amendment that was starting in            18         A. October 1, '07, to December 18, '07?
 19     2007?                                                     19         Q. December 18, '07, yes.
 20         Q. Let me jump forward then. Mr. Frost is             20         A. I became Mayor in April of '07.
 21     correct. In December, 2007, the Planning Board            21               MR. FROST: December 18th of '07 is
 22     received an application to amend the PUD, which is        22     the first City Commission meeting and he's just
 23     the principal issue of this lawsuit. Did you              23     arbitrarily picked the date before that of October
 24     attend that Planning Board meeting in December --         24     1. October 1 has -
 25     on December 3, '07?                                       25               MR. SCHNEIDER: To limit the time
                          OWENS, BRAKE and ASSOCIATES                                      OWENS, BRAKE and ASSOCIATES
               Box 1145, Manhattan, Kansas 66502 1-800-642-6576                 Box 1145, Manhattan, Kansas 66502 1-800-642-6576



-      mu,..       II                                                   TfiVL   IJ

                                                         11                                                                     13
  1        A. Let me get my facts straight. Was this                1     reference.
 2     the plan that Dial submitted and openly withdrew?           2               MR. FROST: - no significance.
 3         Q. No.                                                  3               MR. SCHNEIDER: No significance.
 4        A. This is the PUD that ultimately came                  4         Q. For your reference, since you're making
 5     before us         -                                         5     out a chronology here, let me give you some other
 6         Q. That is correct.                                     6     dates that I will be asking you about. 'The next
 7        A. -and was remanded and ended up being                  7     date --first we will be dealirrg with the December
 8     approved?                                                   8     3, '07, that's the first Planning Board meeting,
 9        Q. Yes.                                                  9     then the next Planning Board meeting is January 7,
10        A. Did I attend that Planning Board meeting?            10     '08.
11     No.                                                        11         A. That was Planning Board?
12        Q. Did you have an opportunity to review it             12         Q. Planning Board, that's correct. Then
13     or watch it on TV?                                         13     January 8th, '08, do you have - you have '07,
14        A. One of those Planning Board meetings I               14     that should be '08. Then January 8, '08, is a
15     was out of town and Idon't remember the date of            15     City Comrnissior~    meetirlg, and at that meeting you
16     that one, so I know I didn't watch one of them.            16     voted - by "you," the City Commission voted to
17        Q. There was a subsequent Planning Board                17     approve. Then you also had what we call a second
18     meeting on January 7, '08, regarding the same              18     reading on January 15, '08.
19     proposed amendment after the City Commission had           19         A. Okay, well, to answer your question, did
20     referred it back to them. Is that the one you may          20     1 have meetings? I had meetings where there was
21     have watched?                                              21     representatives from Dial present, yes.
22        A. I honestly can't remember. I know I                  22         Q. We're talking about prior to the December
23     watched one of them because I stayed up late               23     18, '07 City Commission meeting, correct?
24     watching the darn thing. I'd have to check my              24         A. Yes, that's my recollection.
25     calendar to verify. I can't remember which one I           25         Q. And where were those meetings conducted?
                         OWEIVS, BRAKE and ASSOCIATES                                      OWENS, BRAKE and ASSOCIATES
             Box 1145, Manhattan, Kansas 66502 1-800-642-6576                  Box 1145, Manhattan, Kansas 66502 1-800-642-6576



OWENS, BRAKE & ASSSOCIATES 800-642-6576
-      L l L l L l L l l     J   L-Ub   LLf                                  LrLUL.   L U


                                                            14                                                          16
   1            A. Be here in City Hall.                              1 specifically. I don't think they were probably
  2             Q. Who was present at those meetings?                 2 published, I'd say.
  3             A. My recollection would be Jason would have          3    Q. Where did you meet?
  4          been there. Ican tell who would typically be             4    A. Called the Harmon Room.
  5         there, but I can't tell you who was there                 5    Q. Is that a room at City Hall?
  6         specifically at every meetiqg.                            6    A. Yeah, conference room here.
  7             Q. Let me ask, if I may, how many meetings            7    Q. I failed to ask you, prior to this
  8         are we talking about, approximately?                      8 deposition I had asked that you bring documents
  9             A. With Dial present?                                 9 and records. I see a pile of papers in front of
 10             Q. Yes.                                              10 you.
 11             A. I'm going to say three.                           11    A. Yes.
 12             Q. Okay. Who do you believe was typically            12    Q. If we can mark that with an exhibit
 13         at such meetings?                                        13 number on it.
 14             A. Ron Fehr, Jason Hilgers, occasionally             14       (WHEREUPON Phillips Deposition
 15         Lyle Butler was there, occasionally Kent Glasscock       15        Exhibit No. 13 was marked for
 16         would have been there. Iwould have been there,           16       identification by the Reporter.)
 17         occasionally Bruce Snead was there.                      17    A. Iwant to get one other thing on the
 18             Q. City Commissioner?                                18 record. You said did Iever meet with Dial. I
 19            A. Yes.                                               19 was a member of the Core Downtown Redevelopment
 20             Q.Okay.                                                                       -
                                                                     20 Committee is that what it's called, Jason? And
 21
 22
                                          -
               A. Iremember again, these are people
            that would have come to these meetings. Idon't
                                                                     21 Dial was a representative of that committee
                                                                     22 meeting and there were times when we were in the
 23         know if they would have been at the same meetings        23 room together.
 24         that Dial was present at, that's where I'm --I'm         24    Q. And that's during October and November,
 25         unclear.                                                 25 December of '07?
                            OWENS, BRAKE and ASSOCIATES                                  OWENS, BRAKE and ASSOCIATES
                  Box 1145, Manhattan, Kansas 66502 1-800-642-6576            Box 1145, Manhattan, Kansas 66502 1-800-642-6576



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                       . .                                              J.    XU
                                                                             , "      L   r


                                                           15                                                              17
  1         Q. Okay.                                                   1    A. That group got started, Ibelieve, in
 2          A. Karen Hibbard from the Chamber Division                2 October, '06. lwould have to verify the date on
 3       of Tourism was there occasionally.                           3 that
 4          Q. Well, let me ask you about City                        4     Q. Okay.
 5       Commissioner Bruce Snead. You believe he was at              5     A. I don't know for sure.
 6       one or more of the meetings?                                 6     Q. All right. The communications with Dial
 7          A. Yes.                                                   7 other than - let me ask Did you have other
 8          Q. Any other City Commissioners present at                8 communications directly or indirectly with Dial
 9      any of those meetings with you?                               9 other than these meetings during this time period?
10          A. No.                                                   10     A. No --well, when was the groundbreaking
11          Q. Do you know if any of your fellow City                11 ofBestBuy? No.
12      Commissioners met at other times with                        12     Q. The other communications that you may
13      representatives from Dial prior to December 18?              13 have had during this time period I assume are
14          A. No, I don't know that.                                14 reflected in part in what has been marked as
15          Q. Okay.                                                 15 Deposition Exhibit 13; is that correct?
16          A. And I suppose Iwant to get one                        16     A. Yes.
17      clarification. These meetings weren't designed               17     Q. You've got a pretty good stack of
18
19
                                              -
        for us to meet with Dial, these were Iguess I
        would call them strategy sessions that were being
                                                                     18 documents. I'm not going to bore all of us with
                                                                     19 me reading through these. Could you characterize
20      held. I don't want to give the impression that it            20 these generally, what they are?
21      was just arranged for Dial to come to these                  21    A. Yes, those are e-mails that I had
22      meetings.                                                    22 received from members of the community, e-mails
23          Q. I understand. They were not open to the               23 that I had received from Commissioners, and then
24      public though, were they?                                    24 they were also a stack of responses that I would
25          A. 1 don't know the answer to that question              25 have sent back to those initial e-mails.
                         OWENS, BRAKE and ASSOCIATES                                      OWENS, BRAKE and ASSOCIATES
              Box 1145, Manhattan, Kansas 66502 1-800-642-6576                Box 1145, Manhattan, Kansas 66502 1-800-642-6576



OWENS, BRAKE & ASSSOCIATES 800-642-6576
                                                               ';.
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                                                      18                                                                   20
  1     Q. And I'm just looking through some names,                        Q. How about impact on the neighborhood?
  2 1 see what appears to be a number of City                                      --
                                                                   A. Most you know, there were probably
  3 employees-                                                3 some to that, but that wouldn't have been what
  4       A. Yes.                                             4 most of the people had voiced their opposition
  5       Q. - as well, and then names that I do not        I 5 about.
  6   recognize at all. I'm assuming that many of the         6;   Q. In addition to the e-mails and other
  7   e-malls are from community members who are              7 communications with members of the community, did
  8   expressing their opinions on this proposed              8 you have - participate in any public
  9   amendment?                                              9 presentations or conversations in the form of
 10      A. That's correct.                                  10 meetings or other public discussions?
 11       Q. And did you receive phone calls besides         11    A. Duri~g time frame?
                                                                               this
 12   e-mails?                                               12    Q. Yes, up to December 18th.
 13      A. Yes, Idid.                                       13    A. Ibelieve Italked to our Rotary Club,
 14       Q. You probably received more phone calls          14 but Ibelieve that would have been after the 18th.
 15   and e-mails than you ever anticipated, it appears?     15    Q. After the 18th. I'll refer to the period
 16      A. Yes.                                             16 between the 18th and January 7th later.
 17      Q. And I assume you also - living in a              17                                 -
                                                                   A. Okay. Ican't recall Idon't think I
 18   relatively small to medium-size city, also had         18 did, but Ican't recall with one hundred percent
 19   conversations on the street with people about this     19 confidence that l was. I can't imagine that we
 20   subject?                                               20 would have had public conversations because of the
 21      A.Yes.                                              21 nature of that, so, no, generally I'd say no, I
 22      Q. Can you characterize those communications        22 didn't
 23   as being opposed, in favor predominantly, or how       23    Q. Did you communicate in any way -- I want
 24   would you explain or describe those                    24 to make clear you understand when I talk about
 25   communications?                                        25 communication I'm talking about outside of the
                        OWENS, BRAKE and ASSOCIATES                              OWENS, BRAKE and ASSOCIATES
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  1     A. I1dsay predominantly the e-mails that I                  1   City Commission hearings or meetings. Did you
  2   got were from people that were opposed.                       2   communicate in any way with any of your fellow
  3       Q. And is there a general consensus from                  3   Citv Commissioners about this D ~ O D O amendment
                                                                                                                    S~~
  4
  5
  6
      what you have observed what the basis of their
       opposition was, or the reason for their
       opposition?
                                                              I1    4
                                                                    5
                                                                        to h e PUD during the time period f m referencing?
                                                                            A. Yes.
                                                                            Q. And who and when did those communications
  7       A. Reasons?                                                   take place?
  8       Q. Yes.                                                           A. There was a couple e-mails in there.
  9       A. Oh, gosh, there was a lot of people that                   Bruce Snead, I know, had prepared a letter in
 10   didn't like Hy-Vee as a use, and, you know, gosh,                 response to Bob Strawn's Letter to the Editor, and
 11   that would probably be the biggest complaint.                     Bruce had sent that to me and asked, you know --
 12   People just didn't like Hy-Vee.                                   to inform me that was happening. You'll find out
 13       Q. The company itself or just a store?                        that there was an e-mail in there from
 14
 15
                                    -
          A. The fact that the grocery that Hy-Vee
      was a grocery store that was going to be located
                                                                        Commissioner Strawn, he had written a Letter to
                                                                        the Editor and was letting me know, and I had a
 16   in this development at this location.                                              -
                                                                        conversation with telephone conversation with
 17       Q. And did they express to you the                            him. Idon't believe I talked directly with Bruce
 18   implications of a grocery store that they did not                 because he was out of town, and I read his Letter
 19   like at that location?                                            to the Editor and really had no reaction to it.
20        A. Yeah, you know, some people were                           Those are the only times that Ican recall.
21    concerned that there were too many grocery stores                     Q. Did you ever have any meetings with any
22    in, you know, a very short radius. I think the                    of your fellow Commissioners before the December
23    number was five at one point, I'd have to count                   18 meeting?
24
25
                  --
      them up, but and then the impact on Ray's Apple
      Market.
                                                                           A. No.
                                                                            Q. And these e-mails, do you recall if they
                         OWENS, BRAKE and ASSOCIATES                                    OWENS, BRAKE and ASSOCIATES
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OWENS, BRAKE & ASSSOCIATES 800-642-6576
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   1       were circulated among all the City Commissioners            1     that you recall being of primary concern to you?
  2        or if it was just directly to you?                         2          A. Well, the concern was that I wanted to be
  3            A. It was just directly to me. Now,                    3      sure Iwas fair and open to listening to what
  4                       --
           whether alls I know is i t went from -directly             4      needed to be evaluated and judged on those --the
  5        between the two of us. Beyond that l don't know.           5      criterion basis. Did I have one in the back of my
  6            Q. Okay. Prior to the December 18 City                 6      mind that was a primary concern of mine?
  7        Commission meeting did you have an inclination or          7          Q. Not necessar~ly any in order of
                                                                                                        one,
  8        an orientation on which way you were going to vote         8      priority, if you recall. Is it fair to say
  9        on the proposed amendment?                                 9      finances were a No. 1 concern?
 10            A. The 18th was the first    --                       10          A. I might want to mull this over and try to
 11            Q. City Commission meeting.                           11      recall what all was going on.
 12            A. On the PUD?                                        12          Q. Sure.
 13            Q. Uh-huh.                                            13          A. Well, that night was the night that we
 14           A. This was the amended PUD?                           14     were asked to basically evaluate the amendment as
 15           Q. That's correct.                                     15     compared to the 2006. So in my mind I was trying
 16           A. No, not really. I tried to keep myself              16     to rationalize and get a grasp on what were those
 17       open-minded so i t would be considered a pure              17     changes and what was the adverse impact going to
 18       public process.                                            18     be. So those were the thought processes that were
 19           Q. Prior to the December 18, '07 City                  19     going through my mind and clearly on top of that
 20       Commission meeting, based upon the information             20     was the financial impact.
 21       that was given to you by City staff, City Manager          21         Q. And I appreciate your identification of
 22       staff in particular, what was your primary concern         22     the Golden Principles. Within that component was
 23       about the implications of the proposed amendment           23     the financial part of it a major concern?
 24       if denied?                                                 24         A. Yes, for that decision, yes.
 25           A. Now we're talking about December 18th?              25         Q. One thing I didn't ask you, I don't
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                                                          23                                                                    25
  1                Q. Yes.                                             1    think, were you Acting Mayor at the time?
 2             A. That was the first meetisg. Is that the             2         A. Of '07, yes.
 3        night that we remanded it back?                             3         Q. Okay. So at the December 18 meeting you
 4             Q. Yes, it is.                                         4     were presiding as Mayor?
 5                                     --
               A. What was our what was my primary                    5         A. Yes.
 6        concern?                                                    6         Q. And do you recall receiving a
 7             Q. Yes. Prior to that meeting based upon               7     recommendationfrom the Planning Board for denial
 8        all the information you had heard and received.             8     of the proposed amendment?
 9                                     -
              A. From outside from City staff?                        9         A.Yes.
10            Q. From City staff in particular, yes. Were            10         Q. What is your understanding or was your
11       the finances the primary concern you had about the          11     understanding of the basis for the recommended
12       amendment if it were denied?                                12     denial?
13            A. It was certainly a concern, yes.                    13         A. They felt that there was concern about
14            Q. What were the major factors going into              14     traffic impact, there was concern about the
15       that meeting of December 18 that were affecting             15     building being too large, the Hy-Vee building
16       your deliberation?                                          16     being too large.
17            A. Repeat that question.                               17         Q. Were they concerned about general impact
18            Q. What were the major factors going into              18     upon the neighborhood?
19       the meeting of December 18 that were affecting              19         A. I can't recall if that was a specific one
20       your deliberation, the major factors?                       20     of their listed items or not. I know that was a
21            A. Well, I'd say financial was at the top,             21     big debate in the public portion of it.
22       or near the top. l would say the concerns                   22         Q. Let me just share with you what their
23       identified in the Staff Report, commonly referred           23     motion was and how it was referred to, and I'm
24       to as the Golden criteria.                                  24     referrillg to minutes of December 3, '07, Manhattan
25            Q. Of those Golden criteria are there ones             25     Urban Area Planning Board, and it is on Page 15 --
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  1     excuse me, begins on Page 14. "Reynard moved that         1     the Planning Board to consider those two items. I
  2    the Manhattan Urban Area Planning Board forward a          2     would like to read to you the synopsis of your
  3     recommendation of denial of the proposed amendment        3     statement from the minutes of the City Commission
  4     of Manhattan Marketplace, Unit Two, based upon            4      meeting December 18, '07, where you are attributed
  5    Zoning Standard No. 6. Hamm seconded the motion.           5     to saying the following in the minutes. And I'm
  6     Reynard said he wanted it to go to the City               6     reading from Page 16 of those minutes. It says --
  7     Commission and that Manhattan is at a crossroads          7     it begins as follows: "Mayor Phillips said his
  8    and we can go foward and do soniethirlg really             8     whole community - this whole community's
  9    great or we can muddy up the waters. He asked the          9     discussion was centered on two things, size of
 10     Planning Board to send a unanimous vote of denial        10     retailer proposed and that people are not excited
 11    because that tells the City Commission that it            11     about Hy-Vee at this location. He provided
 12    would have to vote together and find a solution.          12     background information on efforts to recruit other
 13    If the Planning Board splits, then the City               13     retailers to Manhattan and said that Dial has
 14    Commission doesn't have to have a unanimous vote          14     tried to get the anchor tenant the community
 15    and it could split. He said he wanted the City            15     wanted. He stated that the Commission has the
 16    Commission to reach a unanimous decision based on         16     responsibility to consider the overall financial
 17    something that is the best for the City. On a             17     success of the entire downtown redevelopment
 18    vote the motion passed fourho with Hill and               18     project and that Hy-Vee plays an important role in
 19    Kohlmeier voting against it."                             19     the economic feasibility of creating enough sales
 20           And Ijust read that so you would be able           20     tax revenue for the north end and to finance the
 21    to recollect and be refreshed on what they                21     debt on the south end. He provided concerns
 22    recommended. No. 6 refers to one of the Golden            22     expressed by the Planning Board's denial of the
 23    principles as to neighbohood, but it specifically         23     amendment of the PUD, and stated they have not
 24    references your own ordinances which incorporates         24     discussed the overall financing of this project,
 25    the Golden principles.                                    25     and it is part of the overall equation and is
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                                                          27                                                           29
 1       A. So when he cites No. 6 he's referencing               1 something they need to consider. He stated that
 2     adverse impact on the neighborhood?                        2 he would support the change in PUD."
 3         Q. 'That's correct.                                    3       Does that accurately reflect your
 4         A. Okay.                                               4 statement that night?
 5         Q. Do you recall then voting to return it to           5     A. Yeah.
 6     the Planning Board?                                        6     Q. I realize it's not a direct quote but a
 7         A.Yes.                                                 7 synopsis.
 8        Q. And what was your reason for doing that,             8     A. Ithink that comes close, yes.
 9     yours?                                                     9    Q. That evening before you came to the City
10         A. Mine specifically?                                 10 Commission hearing did you have a prepared written
11         Q. Yes, please.                                       11 statement?
12         A. My recollection is I didn't believe that           12    A. Idon't recall. Idon't believe Idid.
13     the traffic study that had been prepared                  13    Q. So your statements were based upon what
14     demonstrated there was going to be an adverse             14 you heard at that meeting and what you had heard
15     impact because of traffic volumes which was               15 before that meeting; is that correct?
16              -
        being I thought that was one of the                      16    A. Yes.
17     justifications from the Planning Board. In fact,          17    Q. And as I've stated, and as you recall, I
18     1 thought Jerry Reynard talked about that. And            18 believe, you referred it back to the Planning
19     then the second thing I believe my recollection is        19 Board for consideration. Prior to that meeting do
20     that I wanted the Planning Commission to take into        20 you recall receiving an e-mail from Mark Hatesohl
21
22
                        --
       consideration or the Planning Board to take
       into consideration financial implications and
                                                                 21 regarding time for the hearing?
                                                                 22    A. Iremember an e-mail.
23     repercussions.                                            23    Q. And I am reading a document that current
24       Q. In fact, the record reflects that your               24 Mayor Hatesohl provided, among others, in what has
25     Commission voted that way and referred it back to         25 been marked as Deposition Exhibit No. 7, and I'd
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   1        like to read it to you. It says "Tom, how's it               1     the applicant Dial during that time frame?
  2         going --" excuse me, this is an e-mail dated                 2         A. If Idid it would have only been in that
  3         December 13, '07, eleven twenty-five a.m.                    3     context of the meetings here at City Hall.
  4         "Subject, Tuesday meeting. I was at the                      4         Q. At those meetings, if you had them?
  5         Aggieville Christmas party last eve and got to               5         A. Yeah, if those meetings were held and
  6         thinking that I would ask you to consider limiting           6      Dial was present that would have been the only
  7         public input at the rezoning meeting Tuesday to              7     opportunity for me to have any interaction.
  8         one hour. We could explain that the public                   8         Q. I want to make sure I understand it.
  9         hearing took place at the Plar~ning   Board and all          9     There may have been such meetings between December
 10         Comrrdssioners are familiar with the comments from         10       18th and January 8th, but you don't recall?
 11         the evening. Since they will have an hour there            11          A. Yes, that's correct.
 12         is still time for public comment, just not an              12          Q. Did you make any presentations publicly
 13         unlimited amount of tinie. Also, I don't believe           13      in the form of speeches, public participation
 14         any amount of public input will sway any of the            14      presentations, during that period of time
 15         Commissionersfrom voting the way -"and it says             15      concerning the subject?
 16         "the feel today" and "the" appears to be a typo,           16                        --
                                                                                   A. I remember and Ican't remember the
 17         should be "they feel today. Think about it. Have           17      exact time frame, but Iwas requested to meet with
 18         a nice day." Did you respond to that?                      18      D.M.I. over this matter, and I don't remember the
 19             A. No.                                                 19      time frame, but that was a request by some group
 20             Q. After the December 18 meeting, the                  20      to me to come and make a presentation.
 21         next - I'd like to make reference to the time              21          Q. Was that by D.M.I. they wanted to meet
 22         December 18 to January 8, '08, and January 8 is            22      with you?
 23         your next City Commission meeting. Did you have            23          A. Yes.
 24         any other communications with any City                     24          Q. And did you, in fact, meet with them?
 25         Commissioners outside of the public hearing?               25          A. Yes.
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                                                             31                                                                33
  1         A. Well, there's an e-mail in there, Idon't                  1        Q. And were there any other City Commission
 2       know the date, because Bob Strawn was also                     2      members there?
 3      concerned about how the meeting was going to                    3         A. No.
 4      unfold. So there may have been an e-mail in that                4         Q. And what was that meeting about?
 5      time frame from Bob Strawn.                                     5         A. Trying to persuade me to vote against the
 6          Q. Between December 18 and January 8?                       6      application.
 7          A. Could be.                                                7         Q. And do you know when that took place?
 8          Q. Any other e-mails between you and any                    8         A. No, Idon't. I remember where.
 9      other City Commissioners that you recall.                       9         Q. Where did it take place?
10          A. Not that I recall, no.                                  10         A. Edesia's Coffee House.
11          Q. How about conversations or any other                    11         Q. Is that downtown?
12      forms of communication other than e-mail?                      12         A.Yes.
13          A. None that I can recall, Idon't believe                  13         Q. Okay. I'm familiar with the place. Who
14      so.                                                            14     was at that meeting?
15          Q. Did you continue to have meetings with                  15         A. Gwyn Riffel, and the guy that owns Path
16
17
        City staff and employees during that period of
        time on this subject?
                                                                       16      Finders, Bill--
                                                                       17               MR. FROST: Riley.
18
19
           A. 1 honestly can't recall if we met during
        that time period or not. l would just have to
                                                                       18              --
                                                                                  A. Bill Riley, Jan Miller, Doug W~ley   I
                                                                       19      believe was there.
20      check my calendar.                                             20         Q. How long did that meeting last?
21          Q. By saying you don't recall, that means                  21         A. Forty minutes, I'm guessing.
22      you may or may not have?                                       22         Q. And I don't expect you to have a
23         A. Yes.                                                     23     photographic memory of what was said, but could
24         Q. Do you recall if you had any meetings                    24     you summarize what they told you and what they
25      with any representatives from the developers or                25     tried to persuade you to do?
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                                                           34                                                                   36
   1            A. Well, I believe Gwyn was the key                   1         A. I guess Iwould say no, at the end of the
  2         spokesperson there and he wanted the development          2      day,no.
  3         stopped and he wanted Dial fired.                         3         Q. And based upon your comment that I've
  4             Q. Did he give you the reasons why?                   4      read you made specific reference to the financing
  5             A.Hejust--                                            5      and the economic feasibility of the project, north
  6             Q. Or did he give you reasons why besides             6      end and south end. Is it a fair statement to say
  7         "Just don't vote that way"?                               7     that after the 18th your opinions not only
  8             A. Reasons why he thought Dial should be              8      remained the same, but became probably stronger as
  9         fired?                                                    9     to your opinions on that subject?
 10             Q. Why you should vote to prevent the                10         A. I would say that there was a lot of
 11         amendment.                                               11     oscillating during that time frame because there
 12             A. Not really. I mean, in terms of                   12     was a lot of people who Irespected that were
 13        specifics related to the PUD, Ithink the main             13     against it. So Iwas, you know, going back and
 14        message that Iwas hearing was Dial was not the            14     forth in my mind on evaluating this whole
 15        right developer for this town and they need to get        15     proposal.
 16        a new one, and just his general opposition to the         16         Q. After the 18th?
 17                                              -
           development, which, I guess, you know Iguess I            17        A. Well, based on public input.
 18        would be interpreting what he was saying. I               18         Q. Yes, that's what I'm talking about.
 19        interpreted at that meeting that Hy-Vee was not           19        A. Yeah.
 20        the right use.                                            20         Q. Ultimately on January 8th, '08, you voted
 21             Q. So did he tell you why he was opposed to          21     to approve the amendment; is that correct?
 22        Dial other than they were not the right developer?        22        A. Yes.
 23            A. Ican't recall specifics on that                    23         Q. And what was the primary factor in your
 24             Q. And he made some comments about Hy-Vee as         24     determination to vote such a way?
 25        not being the right use as well?                          25        A. Oh,I'd say probably two things. I came
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                                                           35                                                                  37
  1         A. That was my interpretation. I don't want                1    to the conclusion that the PUD amendment wasn't a
 2      to say that that was the exact words out of his               2     substantial or major difference from what the
  3     mouth, but that's what Iwas absorbing.                        3     approved PUD was, and concern about financial
 4          Q. And did he specifically ask you not to                 4     implications associated with the project.
 5      approve the amendment?                                        5        Q. Between December 18 and January 8th -
 6         A. Ican't recall that                                      6     and I won't keep repeating that when I ask you
 7         Q. Did his comments have any influence upon                7     questions, that's what I'm making reference to -
 8     you?                                                           8     1 believe 1 asked you if you talked with any other
 9         A. Well, it was all information that Itook                 9     City Commissioners, did I? If I didn't, did you
10      in and evaluated, so, yes, Iwould say it did.                10    talk with any other City Commissioners during that
11         Q. Did it cause you to change your opinion                11    period of time? By talk, I mean e-mail,
12     from December 18, '07, where you voted for the                12    conversations, meetings or otherwise.
13      amendment -- or excuse me, you voted to refer it             13        A. You did, and I answered that by saying
14     back to the Planning Board?                                   14    that there were -there may have been some
15         A. I would say during this time frame Iwas                15    e-mails in there and I'd have to check the dates.
16     just being bombarded, so all that information I               16    1 can't recall the dates.
17     was just taking in and trying to observe and                  17        Q. Other than the possibility of e-mails no
18     digest.                                                       18    face-to-face conversations or telephone
19         Q. Based upon your statement at the December              19    conversations, arrl I correct?
20     18 meeting, which I read just a few minutes ago,              20        A. I had a telephone conversation with Bob
21     you clearly supported the amendment?                          21    Strawn, I believe, during that time frame.
22         A. On the 18th, yes.                                      22        Q. What was that conversation about?
23         Q. Between the 18th and the 8th of January                23                   --
                                                                               A. He had he had prepared a Letter to the
24     was there anything that caused you to change your             24    Editor.
25     position?                                                     25        Q. Oh, that's what you had made reference to
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SHEET                   PAGE 38                                            PAGE 4 0
                                                           38                                                                    40
   1     earlier.                                                     1      Wichita.
  2             A. Right                                              2         Q. Do you know approximately when this
  3         Q. What did he say to you during that                     3      occurred?
  4      conversation?                                                4        A. I'm sorry, Igo to so many meetings I
  5             A. I did most of the talking.                         5      don't recall the date.
  6             Q.What did you say to him?                            6            Q. Can you give me a month?
  7                                   -
            A. Well, he called I told him, Isaid,                     7        A. It would have been in December, I
  8     "Bob, you can certainly submit the letter to the              8      believe.
  9     editor, that's your right. My preference is you               9            Q. Okay.
 10     wouldn't do that. Ithink that we should have                 10            A. Who went?
 11     these conversations at a Commission setting where            11            Q. Yes, who went to the meeting? I'ni sorry
 12     we can all interact," and I felt as if once                  12     1 interrupted you.
 13     someone submits a letter, then there's a response            13        A. Jason drove, Jason Hilgers, Ron Fehr,
 14     and then personality, egos, get involved, and all            14     Rick Kiolbasa, Jim Sherow.
 15                               -
        of a sudden things our sense of - I don't want               15            Q. Sherow, City Commissioner, right?
 16     to say camaraderie, but being a team could                   16            A.Yes.
 17     dissipate because people get their feelings hurt             17            Q.Okay.
 18                           -
        or feel as i f they you know, because someone                18        A. Keith Westervelt, Jeff Levin. I believe
 19     says "Isaid this is the best thing to do," just              19     that's it
 20     get into a confrontation setting.                            20        Q. And some of these people were
 21        Q. How did you end that conversation?                     21     representativesfrom Dial; is that correct?
 22        A. Oh, I can't remember. It was an                        22        A. Rick Kiolbasa was the only person. The
 23     agreeable situation.                                         23     other two people you may not recognize were
 24        Q. It was collegial?                                      24     Chamber members.
 25        A. Yeah, there was no hard feelings or                    25            Q.And Sherow was the only other City
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                                                           39                                                                    41
  1     anything like that.                                            1    Commissioner who went to this meeting?
  2         Q. Did he ultimately publish the letter?                  2            A. Yes.
  3         A. Yes.                                                   3        Q. As I understand from his statement, he
  4         Q. And did any other City Commissioner                    4     drove a separate vehicle?
  5     publish a response to the newspaper?                          5        A. That's correct, he did.
  6         A. Yes, Bruce Snead did.                                  6            Q. And you rode in a van -
  7         Q. Bruce Snead did. In your conversation                  7        A. Yes.
  8     with Commissioner Strawn, did he share with you               8        Q. - is that correct, with the other people
  9     his other conversations with other                            9     to the meeting?
 10     Commissioners -                                              10        A. Yes.
11          A. No.                                                   11        Q. And who did you meet with in Wichita?
12          Q.-- on that particular subject?                         12        A. Oh, I can't remember their names, but
13         A. No.                                                    13     they were all representatives from Warren
14         Q. Okay. Any other conversationswith any                  14     Theaters.
15      other City Commissioners outside of the realm of             15        Q.Okay. So they were Warren Theater
16      the City Commission meeting?                                 16     employees, agents? You did not meet with City
17         A. Not that I can recall, no.                             17     representatives, do you know?
18         Q. Did you go to a meeting or a trip to                   18        A. Not to my knowledge, no.
19      Wichita?                                                     19        Q. Okay. And the purpose of going down
20         A. Yes.                                                   20     there was for what?
21         Q. Okay.   Could you explain to me who went               21        A. To see firsthand what Warren 'Theaters
22      to that and what it was about?                               22     looked like, because it is a first-class operation
23         A. Well, the purpose of the trip was to                   23                                --
                                                                            and it's something that someone can't describe
24      allow us to go down and meet and see firsthand               24                       --
                                                                            it, you really you almost have to see it and
25      Warren Theaters, which is a theater complex in               25     touch it and experience it in person to get a feel
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                                                        42                                                                  44
  1    for really what the product is.                             1     January 7, '08 meetings they had a tie vote; do
  2        Q. Is this a movie theater?                            2      you recall that?
  3        A. Yes.                                                3          A. Yes.
  4        Q. And it's a unique type of movie theater?            4          Q. And as a result of that tie vote their
  5                          --
           A. Yeah, it's I'd just say a high quality              5      previous recommendations stand -- or stood as
  6                                    --
       movie theater in terms they spend --well,                  6      previously presented to you, which is a
  7                                -
       their seats are very I don't remember the                  7      recommendation of denial. Given that information,
  8    dimensions, but they're wider than normal theater          8      especially as a planner, how important were their
  9    seats. The upstairs serves food and drinks, and            9      recommendationsto you in your deliberations as a
 10                                              --
       it's all by reservation only. Those seats l               10      factor how to vote?
 11                                         --
       think he said they bought them from or he saw             11         A. I reviewed the record and tried to
 12    them from France and they're custom designed, have        12      understand their concerns, so, yes, it was part of
 13    electric heating elements in them. So it's just a         13      my overall deliberations.
 14    whole different type of movie theater.                    14         Q. And did you conclude then that the impact
 15        Q. Sounds quite nice, franldy.                        15      on the neighborhood was not as significant as they
 16        A. Very nice theater.                                 16      seenied to think?
 17        Q. And the purpose was, I assume, that you            17         A. That's correct.
 18    were considering trying to solicit them or                18         Q. And at that December 8th -- January 8th
 19    encourage them to come to this project?                   19      meeting, '08, did you hear any new information
 20        A. Yes, on the south end.                             20      that affected your position?
 21        Q. Has that discussion continued?                     21         A. On January the 8th?
 22        A. Yes.                                               22         Q. Yes.
 23        Q. Is that still a possibility?                       23         A. No, I can't recall any new information
 24        A. My understanding it is, yes.                       24      that came to light.
 25        Q. At the December 8,2008 City Commission             25         Q. Just a few minutes, if I may, I want to
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                                                       43                                                                 45
  1    meeting where you voted with your other City                1     review my notes.
  2    Commissioners to approve the amendment to the PUD,          2        A. Okay.
  3    at that time did you have any concerns about the            3              (Pause in Proceedings)
  4    financial implications to the City if you did not           4        Q. Some of your fellow Commissioners have
  5    approve it? Were they the same as before?                   5     stated to me during the course of these
  6        A. Yes, Iwas still very concerned about the             6     depositions that they had other e-mails but
  7    financial implications.                                     7     they've been destroyed for whatever reason. Do
  8        Q. Is it a fair statement - again, I've                 8    you believe that these represent all of your
  9    asked this, but I want to be clear - that if you            9     e-mails during the time period I'm discussing on
 10         d
       d ~ not approve the amendment as presented to the          10    this subject?
11     City Commission there could be severe financial            11        A. I believe so, yes.
12     hardship to the City and its taxpayers; is that a         12         Q.And--
13    concern you had?                                           13         A. Let me qualify that. On the e-mail
14         A. Yes.                                               14     system there's the auto reply, do you know what
15         Q. What were your thoughts though on -the             15     I'm talking about?
16     Planning Board specifically addressed No. 6, and          16         Q. Yes.
17    let me rephrase -- preface this. As you have               17         A. Ididn't print those out
18    stated, when you referred it back to the Planning          18         Q. Okay. Given the implications of the
19    Board there were two items you wanted them to              19     financial consequences that you faced first on
20    consider. Do you recall that the Planniog Board            20     December 18th on this proposed amendment and how
21    voted not to consider the financial implications?          21     it would have adversely affected the City, given
22        A. I don't know if they voted, but I know              22     that information, if you had it to do over again
23    that they opted not to.                                    23     would you have developed the original Final
24        Q. Okay. And in their deliberation when                24     Development Agreement in a different manner?
25    they came to make a recommendation to you at their         25              MR. FROST: I'm going to object to
                          OWENS, BRAKE and ASSOCIATES                                     OWENS, BRAKE and ASSOCIATES
              Box 1145, Manhattan, Kansas 66502 1-800-642-6576                 Box 1145, Manhattan, Kansas 66502 1-800-642-6576



OWENS, BRAKE & ASSSOCIATES 800-642-6576
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                                                                 46                                                                 48
   1            that question as being outside the scope of what          1      you cut programs and services. So, yes, that
  2             the Court has allowed you to inquire into.                2      would have had adverse impacts.
  3                      MR. SCHNEIDER: Okay.                             3          Q. As City Commissioner all these
  4                Q. You can answer, if you would.                       4      considerations as the potential consequences when
  5                A. I'd ask Bill    -                                   5      it comes to the financial results were of concern
  6                      MR. FROST: No, you can answer the                6      to you?
  7             question.                                                 7          A. Yes.
  8                Q. His objection is made part of the record.           8                MR. SCHNEIDER: I have no further
  9                A. I lost my train of thought there. Can               9      questions.
 10            you repeat the question?                                  10                CROSS EXAMINATION
 11                      MR. SCHNEIDER: Could you read it                11      BY MR. FROST:
 12            back?                                                     12          Q. A couple of questions about things that
 13                    (WHEREUPON the requested portion                  13      Mr. Schneider asked you. You indicated that you
 14                   of the record was read back by the                 14      recall Commissioner Strawn publishing a Letter to
 15                    Reporter, after which the                         15      the Editor and that you believed that Bruce Snead
 16                   following:)                                        16      responded to that Letter to the Editor?
 17                A. Based on the outcome of that PUD                   17          A. Yes.
 18            amendment?                                                18          Q. Is it possible that Bruce -- or Mr. Snead
 19                Q. And the information that was presented             19      provided you with a draft of what his proposed
 20            and the issues that you had to face, financial            20      response might be, but that he never actually
 21            implications and potential hardships.                     21      submitted it to the Mercury for publication, or do
 22                A. I guess I'd answer that generally no.              22      you recall actually seeing his letter in the
 23                Q. Generally no?                                      23      mercury?
 24                A. Yes.                                               24                      --
                                                                                     A. I do recall let me see. I'm pretty
 25                Q. Okay. And, again, I want to make clear,            25      sure it was published.
                                 OWENS, BRAKE and ASSOCIATES                                       OWENS, BRAKE and ASSOCIATES
                      Box 1145, Manhattan, Kansas 66502 1-800-642-6576                 Box 1145, Manhattan, Kansas 66502 1-800-642-6576



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                                                               47                                                                 49
  1         if you did not approve the proposed amendment do               1       Q.Okay.
 2          you believe there would have been an increased tax            2        A. Your question was what I reviewed could
 3         to the City residents in the form of property tax?             3     have been a draft. What I reviewed could have
 4              A. If we hadn't approved it?                              4     been changed by the time it got published.
 5              Q. Yes.                                                   5        Q. You think you recall seeing a response by
 6              A. I don't know if there would have been an               6     Bruce in the Mercury?
 7          increase in property tax, but I do believe there              7        A. Yes.
 8         would have been a tax impact on the community,                 8        Q. Okay. Mr. Schneider also asked you if
 9          most probably been in the form of property tax.               9    you changed your position on the proposed
10              Q. Is it true also that you were concerned               10    amendment between the meeting on December 18th and
11         as well about an impact upon your bond rating?                11    the meeting on January 8th, and I believe you
12         That was discussed in various memos.                          12    answered that no, you hadnl-- you didn't change
13              A. Well, I suspect that -well, yeah,                     13    your position between those two meetings. Do you
14         because we would have had to borrow more money to             14    recall answering that?
15                                   --
           pay off that loan buy that land on the south                  15       A. Yes.
16         end, which would probably have had an adverse                 16        Q. However, at the meeting - and, franldy,
17         impact on our bond rating, yes.                               17    1 don't recall and I don't know if the documents
18              Q. And then as a continuing ripple effect                18    recall whether you did it on January 8th or
19         that would have had other - I'm not trying to be              19    January 15th, but you actually proposed changes to
20         cute, but that would have had other far-reaching              20    the aniended PUD as submitted that were eventually
21         financial implications, without getting into                  21    adopted by the Commission, did you not?
22         detail, is that correct -                                     22       A. Yes, that's true.
23              A. Yes.                                                  23       Q. Do you recall in general terms what those
24              Q. -- or concerns that you had?                          24    changes were that you proposed?
25              A. Yeah, because if you don't raise revenue              25       A. Yes, and that would have been on the 8th
                              OWENS, BRAKE and ASSOCIATES                                        OWENS, BRAKE and ASSOCIATES
                  Box 1145, Manhattan, Kansas 66502 1-800-642-6576                   Box 1145, Manhattan, Kansas 66502 1-800-642-6576



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                                                            50                                                             52
  1                                      --
         because it was very late or very early in the             1     in the City record Volume 1, Page 23, and see if
  2      morning. What lwas tryiqg to accomplish and               2    you can tell me if that is a synopsis of the
  3      wasn't done very eloquently that night or that            3    changes that you proposed to the amendment.
  4      morning was to ensure that if Hy-Vee was not able         4         A. Yes, that represents the motion.
  5      to get the legislation changed for a liquor store,        5         Q. Okay. So back to Mr. Schneider's
  6                                                -
         that that space would ultimately be built out 1           6    original question of whether or not you changed
  7              --
         think I use the term a missing tooth. Ididn't             7    positions between December 18th and January 8th,
  8     want this development sitting there with an empty          8    would these changes you proposed have represented
  9      space within the PUD, so my attempt was to ensure         9    a change in position, or did you have this same
 10      that that space was built, and I put some space          10    thought process back on December 18?
 11      limitations on it, and I can't remember, I think         11         A. No, in light of reminding me of that, I
 12      it was seven or eight thousand square feet.              12    would say I did change my position because I made
 13          Q. In the amendment as proposed by Dial for          13    an amendment that ended up, I think, impacting
 14     the Hy-Vee building, it was actually                      14    that PUD.
 15     approximately, I think, a ninety some thousand            15         Q. Okay. And the amendment was in direct
 16     square foot building, seventy some thousand square        16    response to things you had heard in the public
 17     feet related to a grocery store and the balance           17    forums and in the public testimony regarding this
 18     related to a proposed wine and liquor store in the        18    PUD?
 19     hopes that they could change the law to allow             19         A. Yes.
 20     that; is that correct?                                    20         Q. I'm also going to read to you from
 21          A. Yes.                                              21    Deposition Exhibit No. 9, which are the minutes of
 22          Q. And what you didn't want to have happen           22    the Commission meetirlg on January 15th, where the
 23     was for that wine and liquor store to really              23    second reading of the ordinance occurred, and then
 24     become a part of the grocery store and make a             24    I'm going to ask you some questions about it. The
 25     grocery store that large?                                 25    minutes say "After discussion Commissioner
                           OWENS, BRAKE and ASSOCIATES                                    OWENS, BRAKE and ASSOCIATES
               Box 1145, Manhattan, Kansas 66502 1-800-642-6576                Box 1145, Manhattan, Kansas 66502 1-800-642-6576



-     L n U L   J I                                                    ZnUU     J   -1



                                                        51                                                                 53
  1        A. That's correct.                                      1    Hatesohl moved to approve Ordinance No. 6682,
 2         Q. And that was in response to many of the              2    amending Ordinance No. 6544 and Manhattan
 3     public complaints that you'd heard about the                3    Marketplace Unit 2, a Comniercial Residential
 4     grocery store being too large?                              4    Planned Unit Development generally located north
 5                                   -
           A. Yes, because I in my mind the issue                  5    of Osage Street, west of Tuttle Creek Boulevard,
 6     centered on a ten thousand square foot expansion            6    south of Moro Street and east of North 4th Street,
 7     of the PUD amendment, yet some people were saying,          7   with the five conditions of approval as modified
 8     "No, that's not true, it really is a ninety                 8    by the City Commission (See Attachment No. 2),"
 9     thousand plus square foot" So my desire was to              9    and I believe parenthetically that is Exhibit No.
10     ensure that the grocery store itself was just              10    14, "based on the findings in the Staff Report
11     going to be seventyeight thousand square foot and          11    (See Attachment No. I), also based upon the
                                                                                                  and
12     if they could change the law and build a liquor            12   fact that the rezoning is in furtherance of the
13     store, wine store, whatever it was, with a                 13    City's approved North and South Redevelopment
14     pass-through door, that would be okay, but I               14    Projects and a denial of the rezoning would
15     didn't want them to eventually be able to just             15    adversely affect those projects. Commissioner
16     usurp that space into the grocery store.                   16    Snead seconded the motion. On roll call vote,
17         Q. You actually by a motion proposed that              17    motion carried 3-2, with Commissioners Strawn and
18     change to the proposed amendment, and your motion          18   Sherow voting against the motion."
19     was incorporated into what was approved, correct?          19          Do you recall that as being the motion
20         A. Yes.                                                20   that you voted in favor of that second reading on
21            (WHEREUPON Phillips Deposition                      21   January l5th?
22            Exhibit No. 14 was marked for                       22        A. Yes.
23            identification by the Reporter.)                    23        Q. The part of that motion that says that
24         Q. I'm going to hand you what we've marked             24   it's based upon the fact that the rezoning is in
25     as Deposition Exhibit 14, and it's actually found          25   furtherance of the City's approved north and south
                        OWENS, BRAKE and ASSOCIATES                                      OWENS, BRAKE and ASSOCIATES
             Box 1145, Manhattan, Kansas 66502 1-800-642-6576                 Box 1145, Manhattan, Kansas 66502 1-800-642-6576



OWENS, BRAKE & ASSSOCIATES 800-642-6576
     SHEET 15   PAGE 54                                               PAGE 5 6




                                                               1
                                                          54                                                             56
      redevelopment project, and a denial of the                                 CROSS EXAMIIVATION
      rezoning would adversely affect tliose projects, is        2      BY MR. SHORTLIDGE:
     that what you're referring to when you're talking                     Q. Commissioner, you've produced a number of
      about the adverse financial impacts that would              4    e-mails that you received from members of the
      occur if a denial of this rezoning had taken                5    public, and I believe you indicated you also had
      place?                                                   1 6     quite a few phone calls?
         A. Yes.                                                  7        A. Yes.
         Q. And are those north and south                         8        Q. I wanted to find out whether any of those
     redevelopment projects the result of public policy           9    communications were from plaintiffs in this
     statements adopted by previous Commissions over             10     lawsuit or representatives of the organizations
     the last several years?                                     11    that are plaintiffs in the lawsuit. The first
         A. Yes, and Planning Commissions, Planning              12    named plaintiff is Manhattan Citizens for
     Board.                                                      13    Sustainable Downtown Redevelopment, Inc. Are you
         Q. Okay. Both Planning Commission and City             14     familiar with that organization?
     Commission over the years have, through their               15        A. Only through the newspaper.
     various public policy statements, adopted this             16         Q. Recently formed, as I understand it?
     overall project that we've referred to as the              17         A. Yes.
     north and south redevelopment projects, correct?           18         Q. Do you know who any of the members, Board
         A. Yes.                                                19     of Directors or leaders of that organization are?
         Q. And there has been a considerable amount            20         A. From the newspaper, it's, I think,
     of public investment in those two projects up to           21     Christopher Renner, Marilyn Caldwell, Debbie Nuss.
     December 18th of 2007, correct?                            22     1 believe that's it, that I'm aware of.
         A. Correct, yes..                                      23         Q. And did you receive any communications on
         Q. So when you're talking about the                    24     this PUD amendment from any of those three
     financial impacts of a denial of this rezonirlg,           25     individuals?
                       OWENS, BRAKE and ASSOCIATES                                       OWENS, BRAKE and ASSOCIATES
           Box 1145, Manhattan, Kansas 66502 1-800-642-6576                  Box 1145, Manhattan, Kansas 66502 1-800-642-6576



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                                                        55                                                          57
   1 you're also talking about, as the motion says, an           1   A. E-mail communications?
   2 adverse effect on those public policy projects?            2    Q. E-mail or phone calls.
         A. Correct.                                            3    A. I may have had conversations -- I run
I 4      Q. And is that one of the factors, as the              4 into Marilyn Caldwell occasionally and I run into
   5 motion said, that you were relying upon in                 5 Debbie Nuss occasionally, but I don't recall
'  6 approving this rezoning?
   7    A. Yes.
                                                                6 e-mails from them, but I may have had
                                                                7 conversations with them somewhere along this time
I  8     Q. In your experience as a professional                8 frame.
   9 planner is it appropriate to take into                     9    Q. Okay. Do you happen to know what their
  10 consideration in a zoning matter the public policy        10 position on the amendment was one way or another?
  11 statements of the zoning authority?                       11    A. Well, they were opposed to it.
  12    A. Certainly, comprehensive plan is one of             12    Q. How about the ManhattanlRiley County
  13 the criteria.                                             13 PreservationAlliance, Inc., are you familiar with
 14      Q. That's one of the prime examples of a              14 any of the leaders or directors of that
 15 public policy statement that the Golden standards          15 organization?
 16 tell you to take into consideration, is it not?            16    A.Yes.
 17     A. That's true.                                        17    Q. Who would those be?
 18     Q. Do you see the public policy statements             18    A. Well, Bonnie LynnSherow, I know Bonnie
 19 related to this downtown redevelopment project as          19 Lynn, Debbie Saroff, Mike Mecseri. Those are some
 20 any less significant than the comprehensive plan           20 people I know that I believe are active in that
 21 poiicy statement?                                          21 organization.
 22     A. No.                                                 22    Q. Did any of those people communicate with
I:
 !
 25
              MR. FROST: I don't have any other
     ouestions.
                                                               23 you concerning the PUD amendment?
                                                               24
                                                               25
                                                                     A. No, I don't believe so.
                                                                     Q. Garcia-Quaintance Apartments, L.L.C., are
                      OWENS, BRAKE and ASSOCIATES                                  OWENS, BRAKE and ASSOCIATES
           Box 1145, Manhattan, Kansas 66502 1-800-642-6576             Box 1145, Manhattan, Kansas 66502 1-800-642-6576



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- SHEET    16   PAGE 58                                           PAGE 60
                                                        58                                                     60
  1 you familiar with that company?                           1
  2    A.Yes.                                                 2
  3    Q. Did anybody associated with that company            3
  4 communicate with you concerning the PUD amendment?        4
  5    A. No, had quite a bit of conversations                                                TOM PHILLIPS
  6 before the PUD amendment, but not after it had            5
  7 beensubmitted.                                            6
  8   Q. Do you know Darrell Hills?                           7 STATE OF KANSAS           )
  9    A. I know who he is, yes.                                                                 ) ss:
 10    Q. Did he communicate with you concerning              8 COUNTYOF                  )
 11 the PUD amendment?                                        9
 12    A. No.                                                10
 13    Q. How about do you know Wlie Smith?                  11 Subscribed and sworn to before me, the
 14    A. No.                                                12 undersigned authority, this, the       day of
 15    Q. Willie J. Smith?                                   13               ,2008.
 16    A. No.                                                14
 17    Q. Do you know Karen B. Smith?                        15
 18    A. 1 don't believe I do.                                                        NOTARY PUBLIC
 19    Q. Do you know Paul Yarbrough?                        16
 20    A. No.                                                17
 21    Q. Do you know Misty Gandara?                         18 My appointment Expires:
 22    A. No.                                                19
 23    Q. Do you know Lex Pearson?                           20
 24    A. Yes.                                               21
 25    Q. Did Mr. Pearson communicate with you               22
                     OWENS, BRAKE and ASSOCIATES             23
         Box 1145, Manhattan, Kansas 66502 1-800-642-6576    24
                                                             25
                                                                               OWENS, BRAKE and ASSOCIATES
                                                                     Box 1145, Manhattan, Kansas 66502 1-800-642-6576
- PAGE    59                                                      PAGE 6 1
                                                        59                                                        61
 1   concerning the PUD amendment?                            1 IN RE: Manhattan Citizens for Sustainable Downtown
 2       A. No.                                               2 vs City of Manhattan and Dial
 3       Q. Do you know Patty Pearson?                        3 Case No. 08 CV 41
 4       A. Yes.                                              4    CORRECTION SHEET FOR DEPOSITION OF
 5       Q. Did Patty Pearson communicate with you?           5          TOM PHILLIPS
 6       A. No.                                               6 Page        Line reads asfollows:
 7            MR. SHORTI-IDGE: That's all the                 7
 8   questions l have.                                        8 Should Read:
 9            MR. SCHNEIDER: I have no follow-up.             9
10            MR. FROST: Okay. Commissioner, if              10 Reason for change:
11   you would give her an address where she can mail        11 Page Line reads as follows:
12   this to you.                                            12
13            THE WITNESS: Okay, 1530 Barrington             13 Should read:
14   Drive, Manhattan, Kansas, 66503.                        14
15                                                           15 Reason for change:
16                                                           16 Page Line reads as follows:
17                                                           17
18                                                           18 Should read:
19                                                           19
20                                                           20 Reason for change:
21                                                           21 Page Line reads as follows:
22                                                           22
23                                                           23 Should read:
24                                                           24
25                                                           25 Reason for change:
                    OWENS, BRAKE and ASSOCIATES                                 OWENS, BRAKE and ASSOCIATES
          Box 1145, Manhattan, Kansas 66502 1-800-642-6576            Box 1145, Manhattan, Kansas 66502 1-800-642-6576



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      SHEET 17     PAGE 6 2                                          YHbL b 4
                                                                                                                           64
                                                          62
  1    Page      Line   reads as follows:
  2                                                             1            C E R T I F I C A T E
  3    Should read:                                             2     STATEOFKANSAS    )
  4                                                             3     RILEY COUNTY
                                                                                   ) 5s:
                                                                                     )
  5    Reason for change:                                       4        I. Sandra K. Powers, a Certified shorthand
  6    Page Line reads as follows:                              5     Reporter within and for the State of Kansas.
  7                                                             6     hereby certify that the within-named wltness Was
  8    Should read:                                             7     first duly sworn to testify the truth. and that
  9                                                             8     the deposition given in response to the questions
 10    Reason for change:                                       9     propounded. as herein set forth. was first taken
 11    Page Line reads as follows:                             10     in machine shorthand by me and afterwards reduced
 12                                                            11     to writing under my direction and supervision and
 13    Should read:                                            12     is a true and correct record of the testimony
 14                                                            13     given by the witness.
 15    Reason for change:                                      14        I further certify that I am not a relative or
 16    Page Line reads as follows:                             1 5    employee or attorney or counsel of any of the
 17                                                                   parties. or a relative or employee of such
                                                               16
 18   Should read:                                                    attorneys or counsel. or financially interested in
                                                               17
 19
                                                               18     the action.
 20   Reason for change:
                                                               19        WITNESS my hand and official        seal at my
 21   Page Line reads as follows:
                                                               20     office. this    day of        ,2008.
 22
 23   Should read:                                             21

 24                                                            22
                                                                                Sandra K. Powers, C . S . R .
                                                                             OWENS. BRAKE and ASSOCIATES
 25   Reason for change:                                       23
                                                                                I21-A sourn 4th. Suite 204
                     OWENS, BRAKE and ASSOCIATES               24            Manhattan. Kansas 66502

          Box 1145, Manhattan, Kansas 66502 1-800-642-6576     25


                                                                                OWENS. BRAKE and ASSOCIATES
                                                                       BOX 45. Manhattan. Kansas 66502 1-800-642-6576
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  1   Page       Line   reads as follows:
  2
  3   Should read:
  4
  5   Reason for change:
  6
  7
  8
  9
 10
 11      I certify that I have read my deposition in
 12   the above case and request that the above changes
 13   be made.
 14
15
16
17     (date)                 TOM PHILLIPS
18
19
20
21
22
23
24
25
                     OWENS, BRAKE and ASSOCIATES
           Box 1145, Manhattan, Kansas 66502 1-800-642-6576



OWENS, BRAKE & ASSSOCIATES 800-642-6576
                                                    1 answer [614:18 13:19 15:2546:4,6     20:13,14 21:17 27:12,19 29:12,18
                                                     22                                    30:13 31:13 33:19 34:l 37:8,21 40:
                                                      answered PI 37:13 49:12              8,18 45:8,11 47:2,7 49:11 53:9 56:
                                                      answering 11149:14                   5,22 57:20,2458:18
                                                      anticipated 111 18:15                believed r2l 10:8 48:15
                                                      anybody 11158:3                      benefit [21 5:19 7:21
                                                      apartments 121 1:5 57:25             benson 111 2:17
                                                      appeared [312:6,9,14                besides 131 5:15 18:ll 34:6
                                                      appears 13118:2,15 30:16             best [3ll7:ll 26:17 38:19
                                                    , apple [1119:24                      between [lo] 20:16 22:5 31:6,8 32:
                                                      applicant 111 32:l                   9 35:23 37:5 49:10,13 52:7
                                                      application [2110:22 33:6           beyond 111 22:5
                                                      appointment [?I 60:18               big 11125:21
                                                      appreciate [I1 24:21                 biggest rll19:Il
                                                      approaches [I1 7:15                 bill [3133:16,184 6 5
                                                      appropriate (21 10:8 55:9           bit (1158:5
              a.m [I] 30:3                            approval [317:4,17 53:7             board ~27110:11,21,24      11:10,14,17
              able A 26:20 50:4 51:15                 approve [Q19:16 13:17 35:5 36:21     13:8,9,11,I 2 25:7,25 26:2,10,13 27
              above 12163:12,12                        43:2,5,10 47:l 53:l                 6,17,21 28:l 29:19 30:9 35:14 43:
              absorbing [1135:3                       approved PI 6:23 7:18 8:20 11:8      16,19,2054:13 56:18
              accomplish 111 50:2                      37:3 47:4 51:19 53:13,25           board's r1128:22
              accurately 11129:3                      approving (11 55:6                  bob 15121:lO 31:2,5 37:20 38:8
              acting PI 25:l                          approximately PI 14:8 40:2 50:      bombarded [I] 35:16
              action 1 16 4 1 8
                       1                               15                                 bond 12147:11,17
              active [1157:20                         april m 2:4 12:20                   bonds 11 7:15
                                                                                                    1
              activity [116:14                        arbitrarily 111 12:23               bonnie P157:18,18
              actually 16148:20,22 49:19 50:14        area (21 25:25 26:2                 bore dl 17:18
               51:17,25                               arranged 111 15:21                  borrow 11147:14
              addition 111 20:6                       arrangements 111 7:7                both 111 5414
              address 11159:ll                        assistant [I1 2:19                  bought [I1 42:l I
              addressed Ul43:16                       assisting 111 6:2                   boulevard [I1 53:5
              adopted 13149:21 54:10,16               associated [2137:4 58:3             brake [I1 64:23
              adverse m24:17 27:2,14 47:16 48         associates 111 64:23                bring 11 16:8
                                                                                                  1
               2 5 4 4 55:2                           assume [417:19 17:13 18:17 42:17 bruce [lo1 14:17 15:5 21:9,11,I7 39
              adversely PI 45:21 53:15 54:2           assuming r1118:6                     6,7 48:15,18 49:6
              affect 11 8:2 53:15 54:2
                       3                              attachment [2153:8,11               build P I 51:12
              affected El 44:20 45:21                 attempt 01 50:9                     building [4125:15,15 50:14,16
              affecting m 23:15,19                    attend (21 10:24 11:lO              built 121 50:6,10
              afterwards [I1 64:lO                    attorney (41 2:7,10 4:11 64:15      butler 11114:15
              age 1114:2                              attorneys [312:11 ,I6 64:17         buy P 17:ll 47:15
                                                                                                I
              agents r1141:16                         attributed dl 28:4
              aggieville r1130:5                      authority [21 55211 60:12
              ago 111 35:20                           auto [1145:14                       c.s.r 1111:21
              agreeable 11138:23                      avenue PI 2:3,12                    caldwell P 56:21 57:4
                                                                                                      I
              agreed 1119:25                          aware PI8:23 56:22                  calendar r2111:25 31:20
              agreement [517:10,13,248:1645:                                              call PI 13:17 15:19 53:16
              24                                                       B                  called 13116:4,20 38:7
              alliance P 1:4 57:13
                           I                          bachelor [I1 6:11                   calls [dl 18:ll ,I 4 56:6 57:2
              allow [2139:24 50:19                    back [I31 11:20 17:25 23:3 24:5 27: camaraderie [I1 38:16
              allowed 11146:2                         25 29:18 35:14 36:13 43:1846:12, came m 8:19 9:15 11:4 29:9 36:25
              alls 111 22:4                            14 52:5,10                          43:25 44:24
              almost [I] 41:24                        background n7:21 28:12              carried 111 53:17
              amend 11110:22                          balance 11150:17                    case PI1:10 61:3 63:12
              amended 121 22:14 49:20                 banks [I1 5:21                      cause FI 35:l I
              amending [I1 53:2                       barrington rll59:13                 caused 111 35:24
              amendment [3816:17 10:18 11:19          based 11316:21 22:20 23:7 26:4,16 centered (21 28:9 51:6
               12:3 18:9 21:3 22:9,23 23:12 24:14     29:13 35:19 36:3,17 4637 53:10,     certain U17:14
               25:8 26:3 28:23 34:ll 35:5,13,21        11,24                              certainly r3123:13 38:8 55:12
               36:21 37:l 43:2,10 45:20 46:18 47:     basically 1214:18 24:14             certificate [?I 3:22
               1 49:lO 50:13 51:7,18 52:3,13,15      basis A 19:4 24:5 25:ll              certified r312:l 3:22 64:4
               56:24 57:10,23 58:4,6,11 59:l         became r4 12:20 36:8                 certify 1163:ll 64:6,14
                                                                                                    3
              among [21 2 2 1 29:24                  become 11150:24                      chamber P 15:2 40:24
                                                                                                       I
              amount A 30:13,14 54:20                begins 121 26:l 28:7                 change 119129:2 35:11,24 49:12 50
          1   anchor I11 28:14                       behalf 111 1:19                       19 51:12,18 52:9,12 61:10,15,20,2E
              another 1115730                        believe 1301 10:12 14:12 15:5 17:l    62:5,10,15,20,2563:5

Sheet 1                                                                                                           0 5 - change
       changed 141 49:4,9 50:s 52:6          complex 11139:25                     cut 11148:l                             dissipate 11138:17
       changes 161 24:17 49:19,24 52:3,8     component rll24:22                   cute [1147:20                           district rl11:l
        63:12                                comprehensive [316:3 55:12,20 cv PI 1:Io 61:3                                division 1115:2
                                                                                                                                     1
       characterize n 17:19 18:22
                                                                                   -
                                             concern 11517:16 22:22 23:6,1 1, I 3                                         document rl129:23
       check ~3111:2431:20    37:15             24:1,2,6,9,2325:13,14 37:3 43:13
                                                                                                             D
                                                                                                                          documents 151 8:14,25 16:8 17:18
       christmas [I1 30:s                       48:s                                  d.m.i (21 32:18,21                     49: 17
       christopher Ill 56:21                   concerned 161 7:s 19:21 25:17 31: darn [1111:24                              doing 1416:s8:23 9:12 27:8
       chronology rll13:5                       3 43:6 47:lO                          darrell [1158:8                       done 111 50:3
       circulated 1122:l
                      1                        concerning 15132:15 57:23 58:4, date 11:15                     13:7 17:2
                                                                                                        12:12123
                                                                                                                            door [1151:14
       cites [TI 27:l                           10 59:l                                31:240:5 63:17                       doug 11133:18
       citizens 11 1:2 56:12 61:l
                  3                            concerns 11 23:22 28:2143:3 44:
                                                            5                         dated 1217:10   30:2                  down 11 12:16 39:24 4139
                                                                                                                                     3
       city 18411:12 2:2,2,9,10,204:20,22,      12 47:24                              dates 14112:16 13:6 37:15,16          downtown 161 16:19 28:17 33:ll
        23 5:5,11,15,17,206:1,22,247:15, conclude [1144:14                            day [512:430:18 36:2 60:12 64:20       55:19 56:13 61:1
        19,22 8:2,3,20 9:4,24 10:9 11:19       conclusion 121 9:lS 37:l               dealing 111 13:7                      draft n48: 19 49:3
        12:2,7,2213:15,16,2314:1,18 15:4, conditions 111 53:7                         debate 11125:21                       drinks r1142:9
        8,11 16:s 18:2,18 21:1,3 22:1,6,11, conducted 11 13:251                       debbie 13156:21 57:5,19               drive a1 593 4
        19,21,2123:9,10 26:6,11,13,15,17 conference PI 2:2 16%                       debt [11 28:21                        drove f2140:13 41:4
        28:3 29:9 30:23,24 31:9,16 32:3 33: confidence Ill 20:19                     december 1401 10:12,21,24,2512:3, duly m4:2 64:7
        1 37:9,10 39:4,15,16 40:15,25 41:     confrontation f11 38:20                  5,8,18,19,2113:7,22 15:13 16z7-5    during 16 16~24
                                                                                                                                      11       17:9,1320:11 21:
        16 42:25 43:1,4,1I ,12 45:21 47:3     consensus [11 19:3                      20:1221:2222:6,19,25 23:15,19         431:16,18 32:1,14 35:15 36:1 1 37:
        48:3 52:l 53:8 54:14 61:2             consequences PI 9:23 45:19 48: 25:3124 28z4 30:312°122 31:6 32:9               10,21 38:3 45:5,9
       city's 121 53:13,25                     4                                      35:12,19 37:s 40:7 42:25 44:18 45:
       civil 111 1:20                         consider 16128:l , I 6 29:l 30:6 43: 20 49:10 52:731054:22
                                                                                                                                             E
       clarification [ll 1537                  20,21                                 decision PI 24:24 26:16               e-mail 111121:13 29:20,22 30:2 31:
      clear 13120:24 43:9 46:25               considerable [dl 54:20                 defendant 11 1:13 2:9,14
                                                                                                    3                       1,4,1237:ll 45:13 57:1,2
      clearly n 24:19 35:21                   consideration [6110:7 27:21,22         degree    6:7310                      e-mails 1171 17:21,22,2518:7,12,15
      close 1129:8
                1                              29:19 55:10,16                        deliberation 13123:16,2043:24          19:l 20:6 21:8,25 31:8 37:15,17 45:
      club [1120:13                           considerations 121 8 ~ 2 4 8 ~ 4       deliberations 12144:9,13               6,956:4 57:6
      code 11 1:20
               1                              considered 111 2237                    demonstrated 11127:14                 earlier [1138:1
      coffee [1133:10                         considering I11 4238                   denial [10125:7,12 26:3,10 28:22      early 111 50:l
      collegial [1138:24                      consultant 1115:17                      44:7 53:14 54:1,5,25                 east [I1 53:6
      come 14114:22 15:21 32:20 42:19 consulting 1115:25                             denied 12122:24 23:12                 economic [2128:19 36:s
      comes 121 29:8 48:s                     context 121 9:5 32:3                   deposes 1114:4                        edesia's 111333 0
      comment [2130:12 36:3                   continue 0131:15                       deposition 1141 1:18 3:11 ,I2 4:13 editor Vl21:10,15,19 37:24 38:9
      comments 131 30:10 34:24 3 5 9          continued [1142:21                      16:8,14 17:15 29:25 51:21,25 52:      48:15,16
      commercial 1153:31                      continuing 11147:18                     21 61:463:11 64:8                    effect [2147:18 55:2
      commission 13615:5,1 I ,20 6:22,        conversation 18112:13 21:16,16 depositions 1'145~6                           efforts [1128:12
       24 8:20 11:19 12:2,22 13:15,16,23 37:20,22 38:4,21 39:7                       describe n 18:24 41:23                egos r1138:14
       21:l 22:7,11,20 26:7,11,14,16 27:      conversations 1 4 12:9 18:19 20: designed 121 Is:17 42:12
                                                                 11                                                        eight 1150:12
                                                                                                                                   1
       20,25 28:3,15 29:lO 30:23 33:l 38: 9,20 31:ll 37:12,18,19 38:ll 39:9, desire 51:9                                   elaborate [I1 7:8
       11 39:16 42:25 43:11 49:21 52:22        14 57:3,7 58:5                        destroyed r1145:7                    elected 111 5:10
       53:8 54:14,15                          core 111 1699                          detail 11147:22                       electric 01423 3
      commissioner 19 4:22,24 5:15 7: corporate 1112:16
                          11                                                         determination [1136:24               elements [21 9:7 42:13
       20 8:3 12:7 14:18 15:s 21:1439:4, correct 1251 I O : ~ I11:6 13:12,23 17: developed m9:2545:23                     eleven PI 30:3
       8 40:15 41:l 48:3,14 52:25 53:lS        15 18:lO 22:15 27:3 29:15 32:ll                       34:15f22             eloquently [1150:3
       56:3 59:10                             36~21  37:19 40~21 41:5,8 44:17 47: developers n 7:7 1 2 10 31:25           employed (116:l
      commissioners           7:22 15:8,12 22 50:20 51:1,19 54:18,22,23 55:3 development [1117:10~238:2~10~               employee m64:15,16
       17:23 21:3,22 22:1 30:10,15,25 31: 64:12                                      16 19:16 34:2,17 45:24 50:8 53:4     employees PI 18:3 31:16 41:16
      9 37:9,10 39:10,15 43:2 45:4 53:17 correction PI3:20 61:4                     dial P411:lS 2:14 7:7 11:2 13:21      empty 11150:8
     commissions [2154:10,12                 couldn't [ll 8:6                        14:9,24 15:13,18,21 16:18,21 17:6, encourage [1142:19
     committee 121 16:20,21                  counsel 112:6,10,1464:15,17
                                                         5                           8 28:13 32:1,6 34:3,8,14,2240:21     end I81 28:20,21 36:1,6,6 38:21 42:
     commonly [1123:23                       count [1119:23                          50:13 61:2                            20 47:16
     communicate m 20:23 21:2 57: county PI I:I 6:2 57:12 60:8 64:3 difference ['I3732                                    ended [2111:7 52:13
      22 58:4,10,25 59:s                     couple PI 2 1 s 48:12                  different w 9:7 42:14 45:24           enough 11128:19
     communication [2120:25 31:12 course 11145:s                                    digest 11135:18                       ensure 13150:4,9 51:10
     communications [I21 12:9 17:6,8, court 121 1:l 46:2                            dimensions [1142:8                    entire [218:9 28:17
      12 18:22,25 20:7 21:6 30:24 56:9, creating UI 28:19                           direct PI 4:s 29:6 52:15              equation 11128:25
      23 57:l                                creek [I1 53:s                         directexamination 1113:4              especially PI 7:20 44:8
     community f916:9 9:13,17 17:22 criteria 13123:24,25 55:l 3                     direction a164:ll                     evaluate 1124:14
                                                                                                                                       1
      18:7 20:7 28:8,14 47:8                 criterion 1124:s
                                                         1                          directly 15117:8 21:17 22:2,3,4       evaluated 1319:12 24:4 35:lo
     community's 111 28:8                    cross M 48:10 56:l                     directors P56:19 57:14
                                                                                                   I                      evaluating [1136:14
     company 131 19:13 58:1,3                crossexamination [2]3:5,6              discussed PI 28:24 47:12              eve a130:s
     compared r1124:15                       crossroads [1126:7                     discussing w 6:16 45:9                evening n29:9 30:ll
     complaint 111 19:11                     current 11129:23                       discussion [3128:942:21 52:25         eventually I2149:20 51:15
     complaints 11151:3                                                             discussions 111 20:IO                 exact PI 32:17 35:2
1I                                         I
                                             custom 11142:12
                                                                                  I                                     I
Sheet 2                                                                                                                                   changed - exact
       examination I314:s 48:lO 56:l          f o o d 11142:9                               hatesohl 13129:20,24 53:l              interpreted 11134:19
       examples 11155:14                      f o o t 14150:16 51:6,9,11                    hear 11144:19                          interpreting r1134:18
       excited rll28:Io                       form 14120:9 32:13 47:3,9                     heard I5123:8 29:14,14 51:3 52:16      interrupted Ill40:12
       excuse I519:3 10:lS 26:l 30:2 35: f o r m e d rll56:16                               hearing [5129:10,21 30:9,25 34:14      intervenor 111 l:16
         13                                   forms 11131:12                                hearings 11121:l                       investment [I1 54:21
    exhibit1~013:11,1216:12,151~:15 forthW36:1464:9                                         heating 11142:13                       involved rll38:14
         29:25 51:22,25 52:21 53:9            f o r t y 11133:21                            hecker [112:16                         irvine 1112:11
       exhibits 1113:10                       f o r u m s [I1 52:17                         held 1315:lO l5:20 32:s                issue 12110:23 51:s
      expansion 11151:6                      forward PI 10:20 26:2,8                        hereby 11164:6                         issues 1219:20 46:20
      expect 11133:22                        f o u n d I1151:25                             herein 11164:9                         i t e m s [31 25:20 28:l 433 9
      experience 12141:25 55:8               fourltwo 1126:181                              hibbard 11115:2                        itself 121 19:13 51:lO
      expires 1 1   1 60:18                  fourth 1115:9                                  high 11142:5
      explain 131 18:24 30:8 39:21           f r a m e 1101 12:11 20:11 31:s 32:1,17, hilgers 1312:19 14:1440:13
                                                                                                                                                         J
      explaining 1114:17                        19 35:15 36:ll 37:21 57:8                   hill 11126:18                                1
                                                                                                                                  j a n 1133:18
      express 11119:17                       france [1142:12                                hills 11158:8                         january I221 11:18 13:9,13,14,18 2(
      expressed 111 28:22                    frankly m42:1549:16                            history [I1 6:21                        16 30:22,22 31:6 32:lO 35:23 36:
      expressing 11118:8                     f r o n t 11116:9                              honestly m 11:22 31:18                  20 37:s 44:1,18,21 49:11,18,19 52:
      extraordinary 117:21  1                frost 11412:10,11 3:s 10:13,17,20              hopes 11150:19                          7,22 53:21
                                               12:21 13:2 33:17 45:25 46:6 48:ll            h o u r PI 30:8,11                    jason 1sl2:19 14:3,14 16:2040:13,
                       F                       55:23 59:lO                                 house 1133:lO
                                                                                                       1                            13
               1
      face 1146:20                                                                                                                jeff I1140:18
                                             f u n d s 117:15
                                                          1                                housing (116:3
      face-to-face 1 1    1 37:18                                                                                                 jerry rl127:18
                                             further W48:8 6414                            how's 11130:l
                 1
      faced 1145: 19                         furtherance m 53:12,25                                                               jim 11140:14
                                                                                           however I1149:16
     fact 16119:14 27:17,24 32:24 53:12,                                                                                          judged 11124:4
                                                                                           hundred [I1 20:18
       24                                                            G                     hurt [1138:17                          jump 111 10:20
      factor PI 36:23 44:lo                  gandara m 1:7 58:21                           hy-vee [lo] 19:10,12,1425:15 28:       June     6:23
     factors 14123:14,18,20 55:4             g a r c i a q u a i n t a n c e 11157:25                                             justifications 11127:17
                                                                                            11,18 34:19,24 50:4,14
     facts 11111:l                           general 1817:17 9:4,9,17 19:3 25:
     failed 111 16:7                           17 3416 49:23                                                    I                                       K
     fair 14124:3,8 36:6 43:8                generally 1617:18 17:m 20:21 46: identification [3116:16 24:21 51:                    k-state      I: 2
                                                                                                                                               [' I
                                                                                                                                                 1

     familiar m 5:21 7:9 30:10 33:13          2 2 3 53:4                                    23                                    kansas 1131 1:l ,I9 2:1,3,8,13,18 6:
       56:14 57:13 58:l                      geography Ill6:I 1           .               identified 1123:23
                                                                                                           1                       9 59:14 60:7 64:2,5,24
     far-reaching I1147:20                   getting 1219:10 47:21                        imagine 11120:19                        karen 1311:6 15:2 58:17
     favor PI     18:23 53:20                give [GI 135 15:m 34:4,6 40:6 59: impact a319:12 19:2420:1 24:17,                    keep n22:16 37:6
     feasibility m 28:19 36:5                 11                                            20 25:14,1727:2,1544:1447:8,11,       keith [1140:18
     feel 14130:16,17 38:18 41:25            g i v e n 16122:21 447 45:18,21 64:8,          17                                    kent Fl14:lS
     feelings P 38:17,25
                     I                        13                                          impacting [1152:13                      key 1134:l
                                                                                                                                        1
     feet PI 50:12,17                        glasscock 1114:15  1                         i m p a c t s M48:2 54.4,25             kiolbasa m 40:14,22
     fehr PI 14:1440:13                                    6
                                             golden 1123:24,25 2422 26:22,25 implications [I21 7:6 9:24 19:18                     knowledge ['I    41:18
     fellow 14115:l 1 21:2,22 45:4            55:15                                         2223 27:22 37:4 43:4,7,21 45:18       kohlrneier   ['I26:19
             4
     felt 1 25:13 38:12                      g o s h m l9:9,10                              46:21 47:21                                                 L
     f e w PI 35:20 44:25 56:6              got PI 17:l , I7 19:2 30:5 49:4               important m 28:18 44:8                  1.l.c   1 1 1:5,15
                                                                                                                                           3        57:25
    final [417:9,23 8:16 45:23              government n4:21 5:12,13                      impression 1 115:201                     1.l.p PI 2:11 ,I6
    finance 1128:201                        governments 1116:2                            i n c M 1:3 56:13 57:13                  l a n d rll47:ls
    finances P 23:l I24:9
                      I                     g r a s p 11124:16                           inclination [1122:7                       large 1518:13 25:15,16 50:25 51:4
    financial 12317:6,14 8:24 9:5,19,23 great 1126:9    1                                including 1117:15                         last PI 305 33:20 54:11
      10:4 23:21 24:20,23 27:22 28:16       grocery 1101 19:14,15,18,21 50:17,           i n c o m e 11 1 6:14                            Z
                                                                                                                                   late [ I 11:23 50:l
      37:3 43:4,7,11,21 45:19 46:20 47:      24.25 51:4,10,16                            incorporated 1151:19  1                   later I1120:16
      21 48:s 54:4,25                       groundbreaking r1117:lO                      incorporates 11126:24                     l a w Is12:7,12,16 50:19 51:12
    financially 11164:17                    group m 17:l 32:19                           increase [1147:7                          lawful rl14:2
    financing [417:149:25 28:24 36:4 guess 1615:~                15:18 34:17,17 36:l     increased I1147:2                         lawrence 112:8 1
    f i n d 13121:1226:12 56:8               46:22                                       indicated m48:13 56:s                     lawsuit [414:12 10:23 56:10,11
    finders 11133:16                        guessing 11133:21                            indirectly 11117:8                        leaders I21 56:19 57:14
    findings a1 53:lO                       g u y 11133:15                               individuals [I1 56:25                     legislation 11150:5
    fired 121 34:3,9                        g w y n 12133:15 34:l                        influence 11135:7                                 1
                                                                                                                                  less 115520
    first [1414:2,15 5:4 10:Il 12:2,22                                                   inform [I] 21:12
      13:7,8 22:IO 23:2 45:19 56:ll 64:7,
                                                                    H                                                             letter [ill   21:9,10,14,18 37:23 38:8,
                                                                                        information 110122:20 23:8 28:12             13 39:2 48:1 4,16,22
     9                                      hall [3114:1 16:5 32:3
                                                                                          35:9,16 44:7,19,2345:22 46:19           letting 21:151
                                                                                                                                              11
    first-class [1141:22                    h a m m Ill26:s
                                                                                                     1
                                                                                        initial 1117:25                           levin I1140:18
    firsthand [2139:24 41:21                hand 1 151:24 64:19
                                                       2
                                                                                        input P       30:7,14 36:17
                                                                                                       I                          l e x 121 1:7 58:23
    five 121 19:23 53:7                     happen PI 50:22 57:9
                                                                                        inquire [1146:2                           light PI44:24 52:11
    follow-up [1159:9                       happening [1121:12
                                                                                        interact 1138:121                         limit 1 112:25
                                                                                                                                            1
    Following 12128:s 46:16                 hard [1138:25
                                                                                        interaction 1132:7  1                     limitations 11150:11
    ~OIIOWS [~II 28:7 61:6,11,16,21 62:     hardship ['I43:12                           interested 11164:17
                                            hardships 11146:21                                                                    limiting dl 30:6
     I I,16,21 63:l
        ,6,1                                                                            interpretation 11135:l
                                            h a r m o n [1116:4                                                                   line F0161:6,11,16,21 62:1,6,11,16,
I                                         I                                           I                                       I                                             I
Sheet 3                                                                                                                                                examination   - line
  21 63:l                              40:24 56:4,18                       objection [1146:8                      overland dl 2:17
  liquor 14150:5,18,2351:12           memory [?I 33:23                     obligations I21 9:4,6                  owens 11164:23
  listed r1125:20                     memos [1147:12                       observe [?I 35:17                      own 111 26:24
 listening r1124:3                    mercury 1148:21,23 49:6
                                                 3                         observed 111 19:4                      owns [1133:15
 living 1215:16 18:17                 merged r119:19                       occasionally [6114:14,15,17 15:
 loan 11147:i 5                       message [{I 34:14                     57:4,5
                                                                                                                                   P
 located PI 19:15 53:4                met 121 15:12 31:18                  occur [TI 54:s                         p.m r112:4
 location [3119:16,19 28:l I          might PI 24:lo 48:20                 occurred P 40:3 52:23
                                                                                       I                          page 1 6 3:2,20 25:25 26:l 28:6 52
                                                                                                                        11
 long 1 14:23 6:5 33:20
         3                            mike rll57:19                        october m 12:11,12,18,23,2416:           161:6,11,16,21 62:1,6,11,16,21    63
 looked 11141:22                      miller 1133:18
                                              1                             24 17:2                                 1
 looking rli 18:l                     mind 15124:6,15,1936:14 51:s         office [;?15:1064:20                   paper rll12:15
 lost [1146:9                         mine PI 24:6 27:lo                   offices 111 2:2                        papers a] l6:9
 lot 11 19:9 36:10,12
      3                               minutes 19125:24 28:3,5,6 33:21      official a1 64:19                      parenthetically 111 5 2 9
 lyle 111 1415                        3320 44:25 52:21,25                  often [I1 6:17                         park [112:17
 lynn r1157:19                        missed [TI 1 2 1                     okay Ps,4:15 6:20 9:21 10:13 12:       part m 17:14 24:23 28:25 44:12 46'
                                      missing [?I 50:7                      1319 14:12,20 15:l ,I5 17:4 20:l'      8 50:24 53:23
                                      misty r4 1:7 58:21                    22:6 25:3 27:4 33:13 39:14,21 40:     participate r1120:8
                                      modified 1153:7
                                                 1                          17 41:15,19 43:24 45:2,18 46:3,2!     participated [214:12,17
 machine r1164:Io                                                                                                 participation 1219:7 32:13
                                      money 11147:14                       49:1,8 51:14 52:5,15 54:1457:9 5
 made m 7:7 34:24 36:4 37:25 46       month 1140:6
                                              1                                                                   particular 117:6,13 2222 23:lO
                                                                                                                                 5
                                                                            10,13
 52:12 63:13                                                                                                       39:12
                                      morning m 50:2,4                    olsen [I1 2:11
 mail rll59:i I                       moro [1153:6                                                                ~arties 641 6
                                                                                                                             a1
                                                                          once 1138: 12
                                                                                   1
 main 1 134:13
        1                                                                                                         Darty FI 3 0 5
                                      morrison PI I ,IS
                                                   2:1                    one 12614:15,25 11:14,16,16,20,23
 major [5]23:14,18,20 24:23 37:2      most 14120:2,4 38:5 47:9                                                    >ass-through 111 51:14
                                                                           25 12:l 15:6,16 16:17 19:23 20:lt
 manager m 2:20 22:21                                                                                             3assed dl 26:18
                                      motion 113125:23 26:5,18 51:17,1     24:5,7,25 25:19 26:22 27:16 30:8
 manhattan r1611:2,12 2:2,3,9,12                                                                                  >ath [1133:15
                                       52:4 53:16,17,18,19,23  55:1,5      34:16 55:4,12,14 57:IO
  3 25:24 26:2,4,7 28:13 53:2 56:l;                                                                               >attym 59:3,5
                                      mouth 11135:3                       ones (1123:25
  59:14 61:1,2 64:24                                                                                              1auI 111 58:19
                                      moved r4 26:l 53:l                  only [el21:20 32:2,6 36:7 40:22,2:
 nanhattanlriley n157:12                                                                                          lause 11145:s
                                      movie [4142:2,4,6,14                 42:lO 56:15
 nanner ID45:24                                                                                                   )ay 1147:15
                                                                                                                         1
                                      muddy a1 26:9                       open PI 15:23 24:3
 nany 1617:22 14:7 18:6 19:21 40:                                                                                 )earson 141 58:23,25 59:3,5
                                      mu11 1124:lO
                                              1                           open-minded [1122:17
 51:2                                                                                                             Beople 116114:21 18:19 19:2,9,12,
                                      myself 1122:16
                                                 1                        openly rl111:2
 narch 1117:lo                                                                                                    20 20:4 28:lO 3632 38:17 40:20,
                                                                          operation [I1 41:22
 narilyn PI56:21 57:4                                                                                             23 41:8 51:7 57:20,22
                                                                            pinion [1135:11
 nark n 16:12 29:20                   name PI 4:7,10                                                                          t
                                                                                                                  ~ r c e n[1120:18
                                                                           pinions [3118:8 36:7,9
 narked 1116:15 17:14 29:25 51:
            5                         lamed I1 56:12
                                                 1                                                                leriod [gl 17:9,13 20:15 21:4 31:1(
                                                                                           m
                                                                          ~pportunity 11:12 32:7
 22,24                                lames PI 18:1,5 4192                                                        19 32:14 37:ll 45:9
                                                                          ~pposed      [4ll8:23 19:2 34:21 57:
 narket 111 19:25                     iature PI 20:21
                                                   6:4                                                            Erson PI 40:22 41:25
                                                                           11
 narketplace 12126:4 53:3             iear 11123:22                                                               ~rsonality 38:14111
                                                                          3pposition [4119:5,6 20:4 34:16
 nassachusetts ril2:8                 iecessarily [1124:7                                                         bersuade W 33:5,25
                                                                          ~ p t e d143:23
                                                                                   11
 nasteras1116:8                       ieed (2129:l 34:15                                                          bhillips 1101 1:18 3:34:1,9,10 16:
                                                                                   r
                                                                          ~ r d e PI 10:3 24:7
 naterial PI 8:4,7                    ieeded [1124:4                                                              14 28:7 51:21 61:5 63:17
                                                                          xdinance M 52:23 53:1,2
 natter P 6:16 32:18 55:10
          I                           ieighborhood 1 120:1 2518 26:
                                                          5                                                       )hone 14118:ll ,I 4 56:6 57:2
                                                                          xdinances 1126:241
 natters 1216:3 8:l                   23 27:2 44:15                                                               ~hotographic        rll33:23
                                                                          xganization (41 56:14,19 57:15,
 nayor 1614:25 12:20 25:1,4 28:7      lei1 [112:15                                                                licked [I] 12:23
                                                                          21
 29:24                                lever [1148:20                                                              liece 1112:15
                                                                                                                           1
                                                                          )rganizations [1156:10
 nean M 9:22 34:12 37:l I             lew 113416 44:19,23
                                            3                                                                     bile [1116:9
                                                                          wientation [1122:8
 neans 1 131:21
          1                           lewspaper PI     39:s 56:15,20                                              llace [6121:7 30:9 33:7,9,13 54:6
                                                                          xiginal 141 6:23 8:21 45:23 52:6
 aecseri F157:i 9                           t
                                      ~ e x(41 13:6,9 30:21,23                                                    blaintiff 11156:12
                                                                          sage r.11 53:s
 iedium-size [i118:18                 lice I3130:18 42:15,16                                                      llaintiffs 161l:9,19 2:6 4:l I 56:9,
                                                                          )scillating rll36:l I
 leet [9115:18 16:3,18 32:17,21,21    light [5123:3 24:13,13 29:4 50:3                                            II
                                                                          bther [40l5:lO,ll 6:13,13 8:1,6 13:
 19:24 41:ll ,I 6                     ~inety   [2150:15 51:8                                                      Ian [3111:2 55:12,20
                                                                          5 15:8,12 16:17 17:7,7,9,1220:6,11
 ~eeting   148110:11,2411:10,18 12    lone 11131:13                                                               lanned PI 53:4
                                                                          28:12 30:24 31:8,9.11,12 33:l 34:
 ',7,22 13:8,9,15,15,2314:6 16:22     ,orma111142:8                                                               lanner [315:23 44:8 55:9
                                                                           !2 37:8,10,17 39:4,9,9,14,1540:23,
  1:23 22:7,11,20 23:2,7,15,19 25:3    0rth P 8:10 28:20 36:5 53:4,6,13, !5 41:8 43:l 45:6 47:19,20 55:23
                                               I                                                                   Ianning [3215:17 6:9 10:l I $21~24
  8:4 29:14,15,19 30:4,7,20,2331:3     !5 54:8,18                                                                                           ,I2
                                                                                                                   1:10,14,17 13:8,9,11 25:7,25
                                                                           thers [TI 29:24
  3:4,14,20 34:19 35:20 39:16,18       otes 11145:l                                                                6:2,10,13 27:6,17,20,2128:1,22
                                                                           therwise dl 37:12
  D:11 41:1,9 43:l 44:19 49:10,11,     othing [I] 4:3                                                              9:18 30:9 35:14 43:16,18,20 54:
                                                                           ut (81 11:15 13:s 21:12,18 35:2 45:
  5 52:22                              otice 01 1:20                                                               2,12,14
                                                                          , 7 50:6 5 6 ~ 8
neetings 1271 11:14 13:20,20,25        ovember FI 1624                                                             ans PI 6:s
                                                                        outcome [1146:17
14:2,7,13,22,2315:6,9,17,2217:9        umber [41 16:13 1 8 2 19:23 56:3 outlines rli 7:13                          ays 11128:18
20:lO 21:1,21 31:15,24 32:3,4,5,9      uss [2156:21 57:5                                                           ease 1314:7,20 27:l I
                                                                        outside 15120:25 23:9 3025 39:15
37:12 40:4 441 49:13                                                                                               Us 1151:9
                                                                                                                        1
                                                                         46:l
nember rll l6:19                                                                                                   i n t FI 19:23
                                                                        over 15124:10 32:18 45:22 54:1 O,I 5
nembers a1 17:22 18:7 20:7 33:2                                                                                  policy rn 54:9,16 55:2,1O,I 5,18,21
                                                                        overall [5128:16,24,25441 3 54:17
                                                                                                                                                     J
                                                                                                                                        line - policy
   portion PI 25:21 46:13                   publication 11148:21                 recommendations PI44:5,9                 result 12144:4 54:9
   position [el 7:2 35:25 44:20 49:9,       publicly [I] 32:12                   recommended I21 25:11 26:22              results [1148:5
   13 52:9,12 57:lO                         publish m 39:2,5                     record 11014:8 6:22 12:6 1638 27:        retailer 01 28:lO
  positions n i 52:7                        published r3116:2 48:25 49:4          24443 1 46:8,14 52:l 64:12              retailers [1128:13
  possibility 121379 7 42:23                publishing [1148:14               records ill l6:9                            return 11127:s
  possible I11 48:18                        pud [3916:17,18,237:3,6 8:19,21 9:recruit 11128:12                            revenue (2128:20 47:25
  potential PI 46:21 48:4                   1,16,20,2310:3,8,15,18,2211:4 12: redevelopment PI 1:3 1639 28:               review [417:25 8:6 11:1245:1
  powers 121 1 2 1 64:4               3 21:422:12,1428:23 29:2 34:13              1753:13 54:1,9,18 55:19 56:13           reviewed [517:23 8:1344:11 49:2,
  poyntz 1212:3,12                    37:1,3 43:2 46:17 49:20 50:9 51:7          reduced [$I 64:10                         3
  predominantly m 18:23 19:l          52:14,18 56:24 57:23 58:4,6,11 59:         refer Pl6:18 2035 35:13                  reynard [3126:1,6 27:18
  preface r1143:17                    1                                          reference 181 9:9 12:Il 13:1,430:        rezoning [el30:7 53:12,14,24 54:2,
  preference [I] 38:9                pure r1122:17                                21 36:4 37:7,25                          5,25 55:6
  preparation r11 8:25               purpose [3139:23 41:19 42:17                 references 111 26:24                rick 121 40:14,22
  prepared [4121:9 27:13 29:lO 37:   purposes PI 6:14                             referencing M 21:4 27:l              riffel 111 33:lS
   23                                pursuant 1 11:19
                                                  1                               referred I81 8:11 11:20 23:23 25:23 riley 141l:l 33:17,18 64:3
  present m 2:19 13:21 14:2,9,24 15: put rli 5030                                  27:25 29:18 43:18 54:17            ripple 11147:18
   8 32:6                                                                         referring [3112:12 25:24 54:3       rode 11141:6
  presentation 111 32:20                              Q                           refers [I] 26:22                    role [2)4:20 2838
  presentations [A20:9 32:12,14      qualify [l145:13                             reflect 11129:3                     roll Fl53:16
  presented m 8:4,7,8,25 43310 44: quality [I1 42:5                              reflected [I1 17:14                  ron M4:IO 14:1440:13
   6 46:19                           question A9:19 13:19 15:25 23:              reflects 12:6 27:24                  ronald [I] 2:7
  preservation n 1:4 57:13            1746:1,7,10 49:2 52:6                      refreshed 11126:21                   room 1512:2 16:4,5,6,23
  presiding [I] 25:4                 questions 11114:18119s19 37:
                                                                ':I9             regarding Isl8:8,14 f1:18 29:21      rotary [1120:13
  pretty PI 17:17 48:24               7 48:9,12 52:24 55:24 59:8 64:8              52:17                              run rn 57:3,4
  prevent a1 34:lO                   quite PI 4215 56:6 5 8 5                    regards [?I 6:17
  previous PI 44:s 5430              quote [?I 29:6                              regional PI 6:8
                                                                                                                                        S
  previously [1144:6                                       R                     related [s18:1 9:16 34:13 50:17,18            [1128:19
  price [21 5:21,22                                                               55:19                               same [5l 11:18 14:23 36:8 43:s 52:
                                       radius 111 19:22                                                                9
  primary [6122:22 23:5,11 24:1,6      raise 47:25                               relative P164:14,16
   36:23                                                                         relatively [1118:18                  sandra 111:21 64:4
                                                                                                                                  2
                                       rating m47:I 1,17
  prime [1155:14                                                                 relying r1155:5                      saroff U157:19
                                       rationalize [I] 24:16
  principal 111 l0:23                                                            remained 111 36:8                    sat [I1 12:7
                                       ray's dl 19:24
  principles M 24:22 26:23,25                                                    remanded 121 ll:7 23:3               saw PI 42:l 1
                                       re 11161:1
  print [I] 45:17
                                       reach 11126:16                            remember 113111:15,22,25 14:21 saying [5128:5 31:21 34:18 37:13
  prior 18112:8 13:22 15:13 16:7 22:6, readion 21:19                           29:22 32:16.16,18 33:8 38:22 41:           51:7
   19 23:7 29:19                                                               l 2 42:7 50:1                             says m 4:4 28:6 30:l , I s 38:19 53:
                                       read PI1 6:22 21:18 26:20 28:2 30:                                                 23 55:l
  priority 11124:8                                                            reminding [1152:11
                                        1 35:20 36:4 46:ll ,I4 52:20 61:8,
  probably 11 16:l 1834 19:l I 2 0 2 13,18,2362:3,8,13,18,2363:3,1
               8                                                              renner dl56:21                             schneider n3l2:7 3:4 4:6,10 10:
   36:8,25 47:9,16                                                            repeat n23:1746:10                           15 1225 13:3 46:3,11 48:8,13 49:8
                                      reading m 5:19 13:18 17:19 28:6
  procedure a1 1:20                                                          repeating a137:6                              59:9
                                       29:23 52:23 53:ZO
  proceed I21 10:3,4                                                                                                      schneider's r11 52:s
                                      reads 110161:6,11 ,I 6,21 62:1,6,11, repercussi0ns [I127:23
  proceedings [1145:3                                                        rephrase [1143:17                            science [I] 6:l 1
                                       16,21 63:l
 process r414:17 7 3 9 22:18 52:10 realize 11129:6                           reply dl 45:14                               scope 11146:l
 processes r1124:i 8                                                                                                     seal 111 64:19
                                      really 18121:19 2236 2 6 s 34:12 41: report 1 4 ~ ~53~10  2 3
 produced 111 56:3                                                           reporter (51 2:1 1636 46:lS 51:23           Seat [I1 5:4
                                       24 42:l 50:23 51:8
 product [I] 42:l                                                             645                                        seats A 42:7,9,10
                                      realm 1139: 15
                                               1
 professional [I] 55:8                                                       represent [']4:1145:8                       second [4113:17 27:19 52:23 53:
                                      reason [13]1g:5 27:8 45:7 61:10,                                                    20
 programs r1148:1                                                            representative [I1 16:21
                                       15,20,2562:5,10,15,20,2563:s
 project [IS] 6:21 8:2,8.9 95.8 10:                                          representatives m 13:21 15:13               Seconded PI 26:5 5216
                                      reasons [41 1g:7 34:4,6,8
  12 28:182436:5 37:442:19 541,                                                                                          see [lo] 16:9 18:2 39:24 41:21,24
                                      recall ~8]20:17,18   21:20,25 24:1,8, 31:2540:21 41:13,1756:10
  1755:19                                                                    represented [I152:8                          48:24 52:l 53:8,11 55:18
                                       11 25:6,19 27:s 29:12,17,20 31:9,
 projects m 53:14,15 54:2,9,18,21 10,13,18,21 32:i0 34:23 35:6 37: represents 111 52:4
                                                  ,24
                                                                                                                         seeing PI 48:22 49:s
  55:2                                                                                                                   seemed Ill44:16
                                       16 39:17 40:s 43:20 44:2,23 4 ~ 1 4 , request 32:19 63:12
 property [3147:3,7,9                                                                        32:17 46:13                 self-employed r115:23
                                      22,24 49:5,14,17,18,2353:19 57:5
 proposal rll36:15                                                           reservation [I142:10                        send [I1 26:10
                                     receive 121 18:11 56:23
 proposed (221 7:2 11:19 12:3 18:8 received                                                                              sense [21 8:9 38:15
                                                 [q        17:22,23 18:14 residential [I] 5 3 5
  21:3 22:9,23 25:8 26:3 28:lO 45:20 23:8 56:4                              residents [I1 47:3                           sent P 17:25 21:11
                                                                                                                                 I
 47:l 48:19 49:9,19,24 50:13,18 51:                                         respected rll36:12                           separate rl141:4
                                     receiving 25:6 29:20
  17,1852:3,8                                                               respond 11130:ls                             serves FI 42:9
                                     recently Fl56:16
 propounded Ill64:9                                                         responded [?I 48:16                          services 11148:1
                                     recognize PI 18:6 40:23
 provided I41 28:11,21 29:24 48:19 recollect 26:21                          response 1~121:lo     38:13 39:s 48:                      [I1 I5:l9
 public [24115:24 20:8,10,2022:18                                            20 49:s 51:2 52:16 64:8                     set [I] 64:9
                                                     [517:4 13:24 14:3 27:
 25:21 30:7,8,12,14,253293 36:17                                            responses [ll 17:24                          setting n 38:l I ,20
                                      12,19
 5 1 3 52:16,17 54:9,16,21 55:2,10,                                         responsibilities 1 17:14
                                                                                                  1                      seven (1150:12
                                     recommendation [41 2Sz726:3
 15,1856:s                                                                  responsibility 111 28:16                     seventy rl150:16
                                      43:25 44:7
                                        I                                    I                                       I                                          I
Sheet 5                                                                                                                                  portion - seventy
   Seventy-eight I11 51:11               stores 111 19:21                     tom m 1 9 8 3:3 4:1,9 30:l 61:s 63:
   several 111 54:11                     straight 111 11:l                     17
                                                                                                                                     w
   severe 11143:l 1                      strategy 111 15:19                    took PI 30:9 33:7 35:9                wanted 110124:2 26:6,15 27:20 28:
   share m 25:22 39:8                    strawn m 21:14 31:2,5 37:21 39:8     tooth 111 50:7                          15 32:21 34:2,3 43:19 56:8
   shared 111 5:22                           48:14 53:17                      top 1123:21,22 24:19
                                                                                    3                                warren I41 39:25 41:13,15,21
   sheet 11161:4                            strawn's 11121:IO                 touch 11141:25                         watch 12111:13,16
   sherow 14140:14,15,25 53:18             street 14118:19 53:5,6,6           tourism 11115:3                        watched 1111:21,23 12:l
                                                                                                                                 3
  short 11119:22                           stronger 11136:8                   town 1 111:15 21:18 34:15
                                                                                      3                              watching 1111:24
                                                                                                                                  1
  shorthand n2:l 64:4,10                   structure 1119:25                  traffic 1~125:1427:13,15               waters 111 26:9
  shortlidge 141 2:15 3:6 56:2 59:7        structures 11110:4                 train 11146:9                          way I111 7:16 9:24 10:8 20:23 21:2
  signature 1113:19                        studies 1116:3                     tried [4122:1628:1433:25 44:11          22:8 27:25 30:15 34:7 36:24 57110
  significance n 13:2,3                    study 1127:13
                                                      1                       trip m 39:18,23                        website 111 5:20
  significant 12144:15 55:20               subject m 18:20 30:431:17 32:15    true M47:1049:22 51:8 55:17 64:                 1119:17
  since 1414:17 6:6 13:4 30:1 1             36:9 39:12 45:lO                    12                                   west 1115 3 5
  sitting 11150:8                          submit a1 38:8                      trust 111 9:13                       westervelt 11140:18
  situation 11138:23                       submits 111 38:13                   truth 114 3 , 4 64:7
                                                                                       3                            whatever 14 45:7 51:13
  size 11128:9                             submitted 14111:2 48:21 49:20 58: try 11124:lo                           whereupon 13116:1446:13 51:21
  small 111 18:18                           7                                  trying 2 4 : 33:5 35:17 42:18
                                                                                        [a]      ~ ~                whether 141 22:449:18 52:6 56:8
  smith 141 1:6 58:13,15,17                subscribed 1160:111                  47:19 50:2                          who's 1115:21
  snead 181 1417 15:s 21:9 39:6,7          subsequent 1111:17 1               tuesday m 30:4,7                      whole 14128:8,836:14 42:14
     48:15,18 53:16                        substantial 11137:2                tuttle PI 53:5                        wichita [3139:19 403 41:lI
    solicit 11142:18                      success 11128:17                    tv dl 11:13                           wider 11142:8
    solution 11126:12                     sudden 11138:15                     twenty-five 1130:3
                                                                                               1                    wiley n133:18
    someone [414:16 38:13,18 41:23 suite 1 12:8.12,17
                                                    3                         two~ 2 2 26:4528:l ,9 36:25 40:
                                                                                              ~                     will [516:18 13:6,7 30:ll ,I4
    somewhere 11157:7                     summarize 1133:24  1                  23 43:19 49:13 54:21                william 1112:IO
   sorry r2140:4,1 I                      supervision 11641 1 1               type 1 15:25 6:7 12:9 42:4,14
                                                                                      5                             willie P 58:13,15
                                                                                                                              I
   sounds [1142:15                        support 1112 9 2                    typically M 6:l 14:4,12               wine P150:18,23 51:13
   south 11111:22 8:10 28:21 36:642: supported 11135:21                       typo 11130:16                         withdrew [1111:2
    20 47:15 53:6,13,25 54:8,18           suppose 1111 5 3 s                                                        within 119:4,8 2422 50:9 64:5
                                                                                                                               5
   space ~5150:6,9.10,10     51:16        suspect m47:13                                         U                  within-named r1164:6
   specific 141 6:23 9:10 25:19 36:4      sustainable m 56:13 61:l            ultimately 141 11:4 36:20 39:2 50:6   without m 9:10 47:21
   specifically A 1 4 6 16:l 26:23 27: sway 1130:14 1                         unanimous 13126:10,14,16              witness 1613:2,19 59:13 64:6,13,19
    10 35:4 43:16                         switching PI 10:14,17               unclear 111 14:25                     woods I11 2:17
   specifics 12134:13,23                 sworn 1 1 60:l 1 64:7
                                                      3 4:2                   under r1164:I 1                       words 111 35:2
   specify 1119:22                       synopsis P 28:2 29:7 52:2
                                                           I                 undergraduate I1 6:101                 work P 5:18,21,25
                                                                                                                            I
   speeches 111 32:13                    system 11145:14                      undersigned 11160:12                  write [ll 12:16
   spend 11142:6                                                             understand FI 9:18 15:23 20:24
                                                                                               '                    writing (1164:l I
   split 1 126:15
           1
                                                               T               32:8 41:3 4412 56:16                 written 21:14 29:lo
   splits 111 26:13                      talked 14120:13 21:17 2798 37:8     understanding A 25:10,11 42:24
   spokesperson 1134:21                  tax 16128:20 47:2,3,7,8,9           understood 119:3 10:1,5
                                                                                               3
                                                                                                                                    Y
  square (6150:12,16,16 51:6,9,1 I       taxpayers 1'143:12                  unfold 11131:4                         yarbrough r1158:19
  st 1 11:22
       1                                team 11138:16                        unique [1142:4                         year 1414:25 5:1,2,9
  stack PI 17:17,24                     telephone m 21:16 37:18,20           unit 13126:4 53:3,4                    years 12154:l 1,I 5
  staff m 22:21,22 23:9,1 0,2331:l 6 tells 26:1 1
   53:lO
                                                ['I
                                        ten Ill 51:6
                                                                             university 1116:9
                                                                             unlimited 111 30:13
                                                                                                                                    z
                                        tenant Ill 2834                                                             zoning 1416:2 26:s 55:10,1I
  stand (1144:5                                                              up m 11:7,23 19:24 2032 26:9 52:
1 standard 11126:5                      term [1150:7                          13 5421
  standards 11155:15                    terms 1 134:12 42:6 49:23
                                                    3                        upstairs ra 42:9
  start r115:8                          testify 11164:7                      urban PI 25:25 26:2
  started 1 1173
              1                         testimony 1215217 6432               usurp 11)5196
  starting 1212:4 10:18                theater 1139:25 41% 42:2,4,6,8,
                                                      8
  state m4:3,7,20 6:9 60:7 64:2,5         14116
  stated 16128:15,23 29:1 ,I7          theaters 13] 39:25 41:14,21          van 11141:6
   45:5                                there's Pl31:l 38:1345:14            various 12147:12 54:16
  statement 19128:3 29:4,i I 35:ig     they've r1l45:7                      vehicle [1141:4
   36:6 41:3 43:8 55:15,21             thinking a1 30:6                     verify 121 11:25 17:2
 statements 15129:13 54:10,16 55:      thoroughly 1117:23                   voiced 111 20:4
   11,18                               though I21 15:2443:15                volume 11152:l
 stayed 171 11:23                      thoughts 11143:15                    volumes 1218:13 27:15
 still 131 30:12 42:23 4 x 6          thousand A 50:12,15,1651:6,9,         vote 113122:8 26:10,12,14,183 3 5
 stinson 1 12:15
              1                         11                                   34:7,10 36:24 44:1,4,10 53:16
 stood a1 4 4 5                       three 1415:1,2 14:11 56:24            voted 11 7:4 13:16,16 27:25 35:12,
                                                                                      11
stopped 1113 4 3                      tie 12144:1,4                          13 36:20 43:1,21,22 53:20
 store [14119:13,15,18    50:5,17,18, today m30:16117                       voting 14126:19 27:5 3035 53:18
                                      together 12116:23 26:12               VS 121 1:IO 61:2
  23,24,25 51:4,10,13,13,16
                                                                          I
iheet 6
                                                                                                                            seventy-eight - zoning

				
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