2,411 / 70.1% Yes votes ...... 1,029 / 29.9% No votes

See Also: Index of all Measures

Meaning of Voting Yes/No

A YES vote of this measure means:

A "Yes" vote by a majority of those voting on Measure U means that Ordinance 04-005 and the Amended Development Agreement will go into effect, provided that a majority of those voting on Measure T also vote "Yes".

A NO vote of this measure means:

A "No" vote by a majority of those voting on Measure U means Ordinance 04-005 is repealed and the Amended Development Agreement will not go into effect and the City Council cannot enact the Ordinance for one year from the date of the election.

Under an existing development agreement approved in 1998, Pixar may construct up to 415,000 square feet of space within 2 buildings, and 1,047 parking spaces within a one story, two level parking garage, within a 16 acre site. The first building of 215,000 square feet and 523 surface parking spaces was constructed in 2000; a second building at the northeast corner of Hollis Street and Park Avenue and a one story parking deck over the exiting surface parking area could be constructed before the existing development agreement expires on December 31, 2010.

The Amended Development Agreement would replace the existing development agreement and authorize the construction, over an 18 year period, within an expanded 21 acre site, of three new buildings in addition to the existing building, in three separate phases, totaling 533,000 square feet; construction of 1,801 parking spaces in a six-story, seven-level garage; and demolition of the building located at 4240 Hollis Street with construction of either the second or third new building.

The Amended Development Agreement requires the City to vacate the undeveloped Emery Street right of way between 45th Street and Park Avenue and to convey that property to Pixar. In exchange, Pixar must develop and dedicate to the City an approximately 40 foot wide public bicycle/pedestrian path and linear park along the eastern boundary of Pixar's property with the construction of the first new building. In addition to fees required of all development projects in Emeryville, such as building permit fees, public art fees, traffic impact fees, and school impact fees, Pixar is also required to pay the City a $1,500,000 Capital Improvement and Services Fee, in three equal installments.

Measure U is related to Measure T. Measure T asks voters whether the amendments to the Emeryville General Plan and the Bicycle and Pedestrian Plan, authorized by Resolution 04-81, should be approved. Both Measure T and Measure U must be approved by a majority of voters in order for Ordinance 04-005 and the Amended Development Agreement to go into effect.

A "Yes" vote by a majority of those voting on Measure U means that Ordinance 04-005 and the Amended Development Agreement will go into effect, provided that a majority of those voting on Measure T also vote "Yes".

A "No" vote by a majority of those voting on Measure U means Ordinance 04-005 is repealed and the Amended Development Agreement will not go into effect and the City Council cannot enact the Ordinance for one year from the date of the election.

Respectfully submitted,

s/MICHAEL G. BIDDLE City Attorney

Vote Yes on T & U

Both must pass to keep Pixar

Pixar, creator of Finding Nemo and Toy Story, is one of the leading animation studios and one of Emeryville's largest employers with 750 jobs. Millions of Pixar movies and DVDs proudly recognize the City of Emeryville. Pixar must expand its world headquarters to remain a premier entertainment company.

Pixar has earned Emeryville's support. Pixar is a good neighbor, a civic leader, and an integral part of the community - a model corporate citizen. Pixar's contributions to Emeryville include:

o Major donor to the Emeryville Education Foundation

o Provides computers and professional training to Emeryville schools

o Contributes heavily to ECAP - Emeryville's local food bank

o Funds Emeryville's arts organizations

o Supports the Police and Fire Departments and the Senior Center

o Sponsors civic events like "Bike to Work Day"

o Pixar employees mentor Emeryville students

o Pixar executives serve on boards of local civic organizations

The City Council unanimously supports Pixar's expansion, which includes three new buildings, employee parking, and a new linear park with bike path. Pixar's expansion will provide many benefits to Emeryville including:

o Over $700,00 each year for affordable housing

o Upon completion, more than $3 million to the City each year for public safety and essential City services

o Development fees of $2.5 million, including transportation and school facility fees

o Pixar employees patronize local businesses

o Fees of $1.5 million for City projects like the Greenway and parks

If Pixar is unable to expand its Emeryville facilities, Pixar may be forced to move. The result would be lost jobs, lost community benefits, and decreased City revenues and services.

Votes YES on BOTH Measures "T" and "U" to support Pixar's Expansion.

s/GARY CAFFEY Mayor

s/KEN BUKOWSKI Vice Mayor

s/RUTH ATKIN Councilmember

s/NORA DAVIS Councilmember

s/DICK KASSIS Councilmember

o Traffic congestion

o Environmental impacts

o The impact on neighborhoods of new high-rise development

o Loss of affordable family housing.

The argument that Pixar could be "forced" to move isn't credible. According to published reports, Pixar has spent over $100 million to build its campus. It's projected to spend even more to expand. It wouldn't make business sense for Pixar to abandon that huge investment rather than make some small changes that are very important to the community. It just doesn't add up.

This deal doesn't stack up against what has been required of other large businesses. The City's development agreement with Chiron requires that company to pay up to $27 million towards meeting community needs, including contributing to Emeryville's schools, childcare center, and senior center. Chiron was required to build a public park, run educational programs for Emeryville schoolchildren, and make an effort to hire locally. Why didn't the City hold Pixar to the same standard?

We can get a better deal - one that works for Emeryville residents and for Pixar. The first step is rejecting this flawed proposal.

Vote NO on Measure T and Measure U.

s/KULWINDER KAUR Emeryville Resident

s/MARY MCGRUDER Emeryville Resident

s/MARTHAANN ENGLANDER Emeryville Resident

s/BRIAN DONAHUE Emeryville Resident Bicycle Advisory Committee Member .

We don't oppose Pixar expanding, but this change to the General Plan is bad for the

Emeryville Community. Consider the following:

o The expansion will add 2,700 car trips a day to city streets, and eliminate a planned street. But the agreement doesn't adequately address the increased traffic congestion the project will cause.

o This change allows Pixar to build a six-story, 75-foot tall parking structure, which is far higher than any other building in the neighborhood.

o The City didn't prepare an environmental impact report for the project, even though it has required such reports for other large-scale projects like Ikea, Chiron and Bay Street.

Given all the City of Emeryville is conceding to Pixar + and the project's huge impacts - the City could have made sure to get a fair deal for residents out of this project. The City Council could have:

o Required Pixar to compensate for over 100 planned housing units that won't be built as a result of this project.

o Required an aggressive, legally binding plan to reduce car trips and traffic congestion.

o Created a job training and local hiring program to help Emeryville residents access the jobs created by the project, as other cities do.

o Negotiated a design for the project that protects the character of the neighborhood.

But they didn't. The City of Emeryville has attracted scores of retail, hotel and high-tech businesses over the last decade. The City is in a good position to ask developers to do their fair share for the community before approval deals. This time they failed to do so. So it's up to voters to send them back to the bargaining table.

Vote NO on Measure U and on Measure T.

s/CAROL J. JONES Emeryville Resident

s/NYRINDA HUNT Emeryville Resident

s/SARAH HARPER Resident

s/MARY F. MCGRUDER Emeryville `Resident'

We are glad for the opportunity to set the record straight.

To remain a leading animation company, Pixar needs to expand.

Pixar's expansion means attracting and keeping good environmentally sound jobs in Emeryville.

o Pixar is the City's second largest employer.

o The new campus would create over 1,000 more jobs in Emeryville.

Pixar's expansion will not significantly impact traffic.

o Pixar does its fair share in reducing traffic through employee commuter programs, including ride sharing and use of the Emery-Go-Round.

o An independent, professional traffic analysis found no significant impacts at 24 different intersections.

Pixar supports affordable housing in Emeryville.

o Pixar has paid more that $860,000 to the City for affordable housing.

o The project will also provide over $700,000 each year for affordable housing in Emeryville.

The City's approval of Pixar's expansion plan included a complete environmental analysis.

o An environmental document called a "Mitigated Negative Declaration", required by State law, contained a thorough analysis of the project. An Environmental Impact Report was not required because of changes Pixar agreed to make.

The expansion complements the dynamic character of Emeryville.

o The public has been involved in the approvals through study sessions and public hearings.

o Before Pixar builds its garage, the City must approve the design with full public input.

o Public opinion is strongly in support of Pixar's expansion.

We urge a YES vote on Measures "T" and "U" to ensure Pixar stays in Emeryville and continues its contributions to our City.

s/ROBERT BLAIN Resident

s/MAEZOLA CALHOUN Resident

s/JOHN GOODING Resident

s/JAMES "JIM" MARTIN Resident

s/CARNELL "CONNIE" WILLIAMS Resident

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF EMERYVILLE AND PIXAR, A CALIFORNIA CORPORATION AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT ON BEHALF OF THE CITY

WHEREAS, in May 1998, the City Council approved Pixar Animation Studios' ("Pixar") application to allow for a two phase development of its corporate headquarters and animation studios on an approximately 16 acre site located between 45th Street and Park Avenue and Hollis Street and the Emery Street right of way between 45th Street and Park Avenue ("Emery Street Right of Way") in the City of Emeryville, with Phase I consisting of an approximately 215,000 square foot building, a six to seven acre private open space area and a parking area, and Phase II adding up to a 200,000 square foot building within the open space area and a second deck of parking over the existing parking lot; and

WHEREAS, Pixar has constructed Phase I of the prior project approvals; and

WHEREAS, as part of Pixar's prior project approvals, the City and the Emeryville Redevelopment Agency ("Agency") entered into a combined Development Agreement and Participation Agreement with Pixar; and

WHEREAS, Pixar, and its related entities, have since acquired two parcels located southeast of the intersection of Hollis and 45th Street (collectively referred to as the "Hollis Property") and an additional parcel between the Emery Street Right of Way and the Promenade Retail Center extending between 45th Street and Park Avenue (the "Castle Property," also referred to as the "PEA Residential Parcel"); and

WHEREAS, in addition to the Hollis Property and the Castle Property, there are additional parcels contiguous to the Pixar site which are proposed for development, including an approximately 8200 square foot parcel commonly known as the Spur Parcel and currently owned by the Agency; and two separate parcels that make up a portion of the Emery Street Right of Way (collectively referred to as the "Emery Street Parcels") one owned by the City and one owned by the Agency; and

WHEREAS, the Emery Street Right of Way also includes a 10 foot wide Public Street and Utility Easement created by Document No. 99259447 ("Public Street and Utility Easement") which is burdened by both private and public utilities; and

WHEREAS, Pixar has a reversionary interest in the Public Street and Utility Easement as owner of the underlying fee; and

WHEREAS, on February 21, 2003, Pixar submitted an application to, among other things, amend the Preliminary Development Plan (as modified by Pixar in April 2003, January 2004, and May 2004, the "PDP") that was part of the prior project approvals to include the Hollis Property, Castle Property, Spur Parcel and Emery Street Parcels, and to amend the Phase II approvals and provide for Phase III and Phase IV development as further described below; and

WHEREAS, the proposed project includes 1) the construction of three new structures in three separate phases totaling up to approximately 533,000 square feet, including the previously approved Phase II building as amended; 2) the construction of a six-story, seven-level parking garage containing approximately 1,801 parking spaces; 3) demolition of the building located at 4240 Hollis Street; 4) development of a bicycle/pedestrian path and linear park on the eastern border of the Castle Property to be dedicated to the City of Emeryville; and 5) associated landscaping and circulation improvements ("the Project"); and

WHEREAS, the amended Phase II of the proposed Project would consist of the following: 1) construction of a two-story building with a partial basement comprising up to 145,000 square feet at the southwest corner of the Project site adjacent to the intersection of Park Avenue and Hollis Street (approximately 55,000 square feet smaller than the maximum allowable size of the previously approved Phase II building); 2) expansion of the existing surface parking lot to the east for a net increase of 112,820 square feet and 345 parking spaces; 3) construction and dedication to the City of a Class I bicycle facility and associated landscaping and pedestrian improvements at the eastern border of the Project site of approximately equal square footage to the Emery Street Right of Way; 4) abandonment and vacation of the Emery Street Right of Way and transfer of the Emery Street Parcels to Pixar; 5) installation of pedestrian gates; 6) development of a landscaped set back area along Hollis Street open to the public; and 7) transfer of the Spur Parcel to Pixar; and

WHEREAS, the proposed Phase III of the Project would include construction of either of the following options, at Pixar's discretion: 1) Option 1 would consist of the construction of a two-story office building and basement of up to 180,250 square feet in the southeast corner of the Project site fronting on Park Avenue, removal of the surface parking lot and construction or partial construction of a six-story parking garage to provide sufficient parking to meet increased parking demand as a result of construction of Phase III; or 2) Option 2 would consist of the construction of a two-story or three-story office building comprising up to 207,300 square feet at the northwest corner of the Project site within the southeast quadrant of the intersection of 45th Street and Hollis Street. Option 2 would require demolition of the existing building at 4240 Hollis Street, extension of the landscaped set back area for the length of Hollis Street between Park Avenue and 45th Street, and construction or partial construction of a six story parking garage to provide sufficient parking to meet increased parking demand as a result of construction of Phase III. Option 2 would also include the removal of surface parking in the southeastern corner of the Project site to be replaced with landscaping; and

WHEREAS, the proposed Phase IV would consist of con- struction of either the Option 1 or Option 2 office building that was not constructed as part of Phase III and, if not fully constructed during Phase III, the parking garage would be expanded to accommodate up to 1,801 parking spaces; and

WHEREAS, in order to provide certainty with respect to the Project, the City and Pixar deem it desirable to amend the existing Development Agreement and Participation Agreement to provide for the proposed development; and to separate the existing agreement into two agreements, the first, an Amended and Restated Development Agreement ("DA") between the City and Pixar, and the second, an Amended and Restated Participation Agreement ("PA") between the Agency and Pixar; and

WHEREAS, on April 22, 2004, the Planning Commission held a duly noticed public hearing on the Project and the proposed DA and adopted Resolution No. PUD 03-01, GPA 03-01, RZ 03-02 and MAS 04-01 recommending approval and execution of the Amended and Restated Development Agreement; and

WHEREAS, on May 18, 2004, the City Council held a duly noticed joint public hearing with the Agency on the Project, including the DA; and

WHEREAS, during the public hearing, the City Council received testimony from the Project sponsor, Project consultants, and City staff, as well as members of the general public; and

WHEREAS, during the public hearing, the City Council considered the information included in the Initial Study and Mitigated Negative Declaration, the testimony and documentary evidence presented at the public hearing, the staff report dated May 18, 2004 and all supporting documentation, Planning Commission Resolution No. MND 04-01 recommending that the City Council adopt the Mitigated Negative Declaration for the Project, and Planning Commission Resolution No. PUD 03-01, GPA 03-01, RZ 03-02 and MAS 04-01 recommending approval of the DA, and the record as a whole; and

WHEREAS, prior to considering the DA, the City Council adopted City Council Resolution No. 04-73 adopting the Mitigated Negative Declaration and making findings relative thereto; now, therefore, be it

RESOLVED, that the City Council of the City of Emeryville, based upon its review and consideration of the entire record, including the above-referenced documents and the testimony received at the May 18, 2004 public hearing, makes the following findings:

1. This Ordinance is adopted under the authority of Government Code Section 65864, et seq. and pursuant to the provisions of Emeryville Municipal Code, Article 94 of Chapter 4 which contains procedures and requirements for consideration of development agreements.

2. Pursuant to Section 9-4.94.10 of the Emeryville Municipal Code, the City Council hereby finds and determines that the DA is consistent with the General Plan of the City of Emeryville. This finding is based in part upon Resolution No. 04-81 adopted by the City Council on May 25, 2004, amending the General Plan of the City of Emeryville.

3. The DA is in the public interest. This finding is based on, among other things, the fact that the Project will provide substantial benefits to the City of Emeryville, including the payment of a Capital Improvement and Services fee, dedication and construction of a linear park and Class I bike/pedestrian path, participation by Pixar in the Emery Go-Round program and payment of fees and exactions by Pixar to the City of Emeryville; and be it further

RESOLVED that the City Council of the City Of Emeryville does hereby ordain as follows:

Section 1. Based on the foregoing, and on the evidence in the record as a whole, the City Council hereby approves the DA substantially in the form attached hereto as Exhibit A, subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Attorney prior to execution thereof.

Section 2. The City Manager is hereby authorized and directed to execute the DA on behalf of the City of Emeryville.

Section 3. The City Manager is hereby authorized and directed to perform all acts to be performed by the City in the administration of the DA pursuant to the terms of the DA including but not limited to conducting periodic reviews and approval of certain administrative implementation memoranda and transfers and assignments as authorized therein. The City Manager is further authorized and directed to perform all other acts, enter into all other agreements and execute all other documents necessary or convenient to carry out the purposes of this Ordinance and the DA.

Section 4. If any part of this Ordinance, or the DA which it approves, is held to be invalid for any reason, such decision shall not affect the validity of the remaining portion of this Ordinance, and the City Council hereby declares that it would have passed the remainder of the Ordinance, or approved the remainder of the DA, if such invalid portion thereof had been deleted.

Section 5. This Ordinance shall take effect thirty (30) days following its final passage. The City Clerk shall cause this Ordinance to be posted or published pursuant to the requirements of Government Code Section 36933.

Section 6. By separate resolution, the City Council has adopted the Mitigated Negative Declaration for the Project. Pursuant to CEQA Guidelines Section 15075, the City Council directs staff to file a notice of determination with the Alameda County Clerk's office.

Section 7. This Ordinance shall not be codified in the Emeryville Municipal Code.

This Ordinance was introduced and first read by the City Council of the City of Emeryville at a special meeting on May 25, 2004 and passed and adopted by the City Council at a regular meeting on June 1, 2004 by the following vote:

AYES: (5)Mayor Caffey, Vice Mayor Bukowski and Councilmembers Atkin, Davis and Kassis

NOES: (0) None

ABSTAINED: None

EXCUSED: None

ABSENT: None

ATTEST: s/KAREN HEMPHILL City Clerk

APPROVED AS TO FORM: s/MICHAEL BIDDLE City Attorney