In 2012, when developer Ray Gill bought a 10-acre site off Poplar Avenue for $2.57 million, he planned to build a Class A office development, hoping to attract tenants such as FedEx Corp., investment firm Raymond James or law firm Bass, Berry & Sims.

But, before Ray Gill could break ground on the new building, the City of Germantown had an interesting request.

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City leaders wanted something more dynamic there than just an office building. They wanted a place where professionals would come during weekdays and others would come on evenings and weekends.

In response, Ray Gill added a bistro and grill, a fine-dining restaurant, retail space and two hotels to his proposed five-story office building, which he named TraVure.

After years of being a suburb to neighboring Memphis, the City of Germantown has committed to becoming its own city by implementing a strategic plan focused on taller, higher-density developments as opposed to solely residential projects. As part of that plan, the city has designated five new multi-use development zones, including one known as the Western Gateway.

A 58-acre site at the corner of Poplar Avenue and Kirby Parkway, the Western Gateway — and the proposed TraVure development that would be a big part of it — has become a battleground.

After years of back and forth over the $90 million project, the fate of TraVure culminated when Germantown’s Board of Mayor and Aldermen (BMA) unanimously approved it Monday, Feb. 22. But, the unanimous decision was anything but, with continued opposition from nearby residents and property owners, along with a few new caveats for the development.

“I’m struggling with where we are now,” Alderman Forrest Owens said at the Feb. 22 meeting. “If we turn this down tonight, we are sending a clear message that developers can come to town and meet all of our requirements — and still be rejected.”

According to Ray Gill, founder and president of Gill Properties, TraVure is French for a portable military bridge. He chose the name because the TraVure development is meant to span between the traditional, residential-focused Germantown of the past and the modern, more mixed-use Germantown the city is striving to become.

However, the City of Germantown — and some of its citizens — may not be ready to bridge the gap.

From bedroom community to boomtown?

The Board of Mayor and Aldermen have been dictating the direction of Germantown since as early as the 1950s.

“They made the decisions,” said Andy Pouncey, Germantown’s former director of Economic and Community Development and assistant city administrator, and now its first official city historian. “Oftentimes, they had volunteer groups like the Civic Club who would discuss issues and bring them to the board — but, oftentimes, those members also served on the board.”

For decades, Germantown saw itself as a successful bedroom community, a place where people live, if not work or play. Many of Germantown’s planning ordinances were created in the 1950s — a time when the population was just a little more than 400 people. The city’s official seal still includes a bucolic scene with horses and farmland.

Pouncey said it was once a “very small-town environment.”

These days, Germantown has more than 40,000 residents living within its borders. As the city grew, it began to incorporate new uses that its citizens needed, such as hospitals, hotels and retail.

“At one point, Germantown even wrote to banks asking them to come, because there were none,” Pouncey said.

But, the city also earned a reputation for putting restrictions on potential developments. Some city ordinances require developers to include a certain amount of brick in their designs or restrict the color of a business’ sign. As recently as a few years ago, for instance, Germantown still restricted commercial building heights to no more than three stories or 35 feet.

In 2013, Campbell Clinic Orthopaedics wanted to build a new, three-story building that exceeded that height restriction by more than 15 feet. In response, the City of Germantown tailored a zoning ordinance — “O-51” — to allow Campbell Clinic to build a 51-foot-high medical office on Wolf River Boulevard.

“We were going to lose them, and we wanted medical [in Germantown],” Pouncey said about the decision to accommodate Campbell Clinic.

But, the city also required Campbell Clinic to set its building far enough back so that — from the property line — it would not appear to be higher than 35 feet.

Now, the city has started looking at ways to grow up — instead of out — as part of a new economic development plan designed to steer Germantown into the 21st century.

“Here’s Germantown’s dilemma: They have no more land to annex, so they can only go up if they’re going to increase their tax dollars per square foot of land,” Ray Gillsaid.

Germantown’s footprint is roughly 21 square miles; about 83 percent of the city is currently zoned residential and the other 17 percent is zoned commercial. But, a key part of the city’s strategic plan focuses on those non-residential, commercial areas.

“Land as a commodity has run out,” said Cameron Ross, Germantown’s current Economic and Community Development director. “There is no more land in Germantown.”

By allowing taller developments, the city hopes to increase property tax revenue without raising property tax rates. In its latest strategic plan — the citizen-led Germantown Forward 2030 — the city identified several key performance areas, such as public safety, education and economic development.

“One strong reoccurring theme during our discussions was creating more walkable, community space within our city,” said Audrey Grossman, co-chair of the Germantown Forward 2030 steering committee. “Instead of driving to a restaurant, then getting in your car to drive to the shoe store, and then getting in your car to drive home, the idea [is to have] more mixed-use space, where you can park your car and walk around and be outside.”

Germantown’s long-range economic development strategy focuses on creating mixed-use economies in five areas of the city: Poplar Avenue West District, Central Business District, Wolf River District, Poplar Avenue East District and Forest Hill Heights District.

The five areas have each been zoned as mixed-use districts, and, by targeting growth within them, Germantown can raise the overall revenues from sales tax, hotel/motel bed tax and mixed-drinks tax, Ross said.

One by one, the city has been developing specific plans for each of the districts. Germantown started in 2007 by adopting a plan for the Central Business District and the Smart Growth initiative, and, since then, has moved to the Western Gateway/Poplar Avenue West area, where TraVure will reside.

The Bank of Bartlett, Westminster Townhomes, Kirby Medical Center and CarreFour at Kirby Woods shopping center — current locations within the Western Gateway area — haven’t reached their highest and best use, said Germantown Mayor Mike Palazzolo.

“They’re not functionally obsolescent but pretty close to it, so we decided, as a community, to look at these gateways and redevelop them for the next 50 years,” Palazzolo said, “but, while still maintaining this peaceful, bedroom community where you can protect that neighborhood sense of place while incorporating a more mixed-use sense of place.”

Fighting for TraVure

About two years ago, when Gill began developing a plan for the site, he thought long and hard about the market and concluded Class A office would be in higher demand than retail. And, so far, his intuition has been in sync with market conditions.

In the most recent quarter, as East Memphis office space nears full capacity, nearby rental rates have reached all-time highs, with some properties going for more than $30 per square foot.

With space filling up along Poplar — Memphis’ busiest and most sought after office corridor — the market is anticipating Gill’s 150,000 square feet of availability.

But, not everyone is excited. TraVure’s neighbors and nearby property owners have raised numerous concerns: from traffic to sight lines and light pollution.

In November 2015, when TraVure was first scheduled for final approval before the Germantown Planning Commission, Robert Fogelman II asked for an 11th hour amendment. Fogelman is president of Fogelman Investment Co., which owns the Westminster Townhomes to the immediate west of the TraVure site.

The point of debate was the location of a new traffic signal on Poplar. TraVure’s plan placed it at Poplar’s intersection with a new road, TraVure Avenue, located within the development’s footprint.

Fogelman asked that the light be placed on Poplar capping a new roadway named Western Gateway Drive, built primarily on the Westminster property and adjoining its boundary with TraVure.

Fogelman said the intent of the Western Gateway plan is to maximize economic development for all of the property owners in the area, not just one.

“The Western Gateway plan is supposed to address the 58 acres as a whole,” Fogelman said, “not any one project in a vacuum.”

Gill Properties said it had already spent several hundred-thousand dollars studying traffic patterns and creating a plan for TraVure Avenue.

“We’ve had plenty of time to work this out,” Ray Gill said in November. “[Robert Fogelman’s] political clout and sense of entitlement makes him think he can change the plan. He was very cavalier and dismissive of our project.”

The road plan has not yet been settled. The BMA added a condition to the TraVure Avenue plan that enables the city to consider alternative locations by making the traffic signal authorization “revocable at any time.”

Another source of contention has emanated from the zoning specifics for the Western Gateway, which becomes denser the closer the land is to Kirby Parkway.

While the TraVure site has a zoning that restricts building heights to eight stories, for instance, Fogelman’s Westminster property could accommodate buildings up to 10 stories.

And, while Fogelman’s eight-acre site currently is comprised of Westminster Townhomes, that may change.

As Fogelman considers redeveloping Westminster, or if any of the other land in the Western Gateway is redeveloped, he raised concerns about potential traffic challenges that will come from additional density.

“I can’t say we would necessarily go up to 10 stories, but we, different from the TraVure site, have a successful business there — 101 townhomes we’ve operated there over the years,” Fogelman said. “It is a very viable business, but we know there is a higher and better use for the property, and we’re always considering that.”

Fogelman said he did not have specifics he would share, but his investment company is considering new plans for the site, including a potential mixed-use development.

‘Commercial buffalo hunting’

On the other side of the proposed TraVure site sits the Nottoway neighborhood.

A gated, zero-lot-line community with more than $500,000 homes, Nottoway has fought TraVure from the beginning.

In fact, two years ago, Nottoway residents came before the BMA to contest the entire Western Gateway plan and the five-story buildings it could bring near their homes.

After receiving criticism from the Nottoway subdivision, the Western Gateway was amended, and what was originally proposed as an unrestricted zone of mixed-use development was changed to prohibit certain uses.

“Everyone was invited to the table to make sure the plan was something we could all be comfortable with moving forward,” Ross said. “It’s where all the bloodsport happens at the beginning of it instead of the end, so everyone knows what’s coming up next to them.”

Years ago, the neighborhood was literally zoned “Old Germantown,” said Gregory Fletcher, who was president of the Nottoway Homeowners Association during the zoning controversy. “Old Germantown” was a zoning designation intended to protect some of the charm of Germantown.

Nottoway lobbied the Germantown administration to reject or restrict TraVure since the beginning. The homeowners association hired professional building code consultants, Code Solutions Group LLC, to review Germantown’s codes prior to the BMA meeting, and they found TraVure’s parking structure did not comply with the restricted zoning district directly abutting the subdivision.

Nottoway residents have also been concerned about traffic; a transitional buffer zone between their neighborhood and the mixed-use development; sight lines between the two areas; and the light coming from the three-story parking garage. Over the two years TraVure has been in development, the plan has evolved to accommodate feedback from Nottoway residents. But, even at the final BMA meeting where TraVure was approved, the neighbors still had concerns.

“What we have gotten is a lot of density for the sake of density,” said Nottoway resident Lizette Flowers. “I would compare it to a fat lady in a bikini — it’s not a pretty sight. … Or, maybe I should have said a 300-pound man in a Speedo.”

Fletcher asked the board to vote against the TraVure project, arguing the plan’s parking structure doesn’t comply with city code. Because the parking garage — and the light it produces — will be visible from the second stories of several Nottoway homes, Fletcher questioned how the City of Germantown staff was interpreting the project and the city’s own rules.

“Woe to any Germantown resident who owns a home next to undeveloped property,” Fletcher said.

But, the neighborhood is also aware of the high stakes involved in a project of TraVure’s magnitude.

“As the first high-density commercial development immediately adjacent to a single-family subdivision, TraVure will be closely watched as a test of Germantown’s continued commitment to quality development, or as evidence of the city’s surrender to on-the-cheap commercial buffalo hunting,” the Nottoway Homeowners Association wrote in a letter to the BMA.

Nottoway residents understand the city’s interest in attracting commercial development, the letter said, but the city has but one chance to get this right.

‘One final bite at the apple’

In December 2015, Gill Properties had finally received planning commission approval for TraVure, but there was one last step: A usually routine approval from Germantown’s Board of Mayor and Aldermen, just to ensure that what the planning commission had approved and what the BMA had already approved were identical.

The mayor could have expedited the nearly two-year process by unilaterally giving the plan a final stamp of approval on Jan. 25. Instead, Palazzolo decided to give all interested parties “one final bite at the apple” and hold a last public hearing during the board’s Feb. 22 meeting.

Ray Gill said he was in shock that the mayor chose to bring the project back for more discussion. But, the mayor said it needed to happen.

“Our community is very thorough and very thoughtful,” Palazzolo said. “As a result, it made perfect sense to take thoroughness and thoughtfulness into consideration for one of the most important developments in this Western Gateway plan.”

Brown Gill, vice president of Gill Properties Inc., said the Jan. 25 decision to delay a vote was “an absurd abuse of power by the mayor that should make all developers mistrustful of the Germantown leadership.”

“We have worked in good faith with the Germantown Planning Division to make this plan in full compliance with the current municipal codes. This is a completely unwarranted and unnecessary delay that will affect leasing with office tenants and will affect the timeline of construction for TraVure [Avenue], the office building and hotel,” Brown Gill said.

While the mayor conceded the process was “pretty meticulous,” he said it was warranted because of the precedent-setting nature of TraVure.

“The TraVure project has so much riding on it because it is the first in the Western Gateway. It makes sense for all parties involved that we take special care to make sure we completely understand what’s going in on that property,” Palazzolo said.

But, there is perhaps even more riding on the TraVure development. Right now, the site generates roughly $150,000 in property taxes each year. Once TraVure is built, it would generate more than $2 million in taxes annually.

“In order to be successful and not raise property taxes and grow as a city, we have to be a city,” Ross said. “It is a self-fulfilling prophesy of trying to make sure — in these targeted areas — we have this growth, so the burden isn’t passed to our single-family property owners.”

A new Germantown

At least one Germantown resident disagreed with the mayor’s decision to bring TraVure back before the BMA: one of the aldermen.

Alderman Rocky Janda feared the mayor’s decision would give Germantown a bad reputation amongst developers.

“We would be nuts not to approve it, because if someone comes to town, follows all the rules and we decline it — we may never see another commercial development again,” Janda said prior to the Feb. 22 meeting.

Other aldermen echoed the sentiment. When it came up for vote, the BMA sided unanimously in favor of TraVure — though the city did add several conditions to the final site plan. One of them included a revised landscaping plan; another addressed the light from the parking garage.

But, concerns that Germantown may be seen as anti-development linger.

“It has taken us several generations to overcome the urban legend that you have to have white Christmas lights in Germantown, by ordinance,” Janda said. “[I’m] not sure we actually have overcome that [perception].”

Major projects for Methodist Le Bonheur Germantown Hospital on Poplar and Baptist Rehabilitation-Germantown on Exeter also dragged on through the planning process because neighbors got involved, resulting in the inclusion of brick walls and heavy landscaping in both cases, separating the developments from nearby residents.

“[Developers] know elected officials are sensitive to the neighbors and willing to look out for them,” Pouncey said. “It’s a give and take.”

With offices in both Cordova and Nashville, Gill Properties looks at many cities for development.

“We can choose the cities we want to build in, and we do look at the leaderships and look at their aspirations as a city and ask ourselves [if] we want to be there,” Ray Gillsaid.

If TraVure is a success, other developers will want to copy it, Ray Gill said. If it is a failure, developers may say, “Don’t mess with Germantown.” And, if the approval process is too much of a burden, developers could choose to build in another community altogether.

“All cities are now in competition,” Pouncey said. “It’s a whole different ballgame.”

If governments like Germantown were more responsive to developers and their needs, it would encourage more of them to go down this road, Ray Gill said. To get through Germantown’s rigorous planning process, Gill Properties had to agree to conditions without knowing how much they will cost to implement.

“I’ve spent $250,000 in 2015 just on this process — [with] land planners and lawyers. This has been a very costly process,” Ray Gill said. “We’d like to build more in Germantown, but we’ll make that decision in the future.”