2003-09-03 ARRA MinutesUNAPPROVED
MINUTES OF THE REGULAR MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Wednesday September 3, 2003
The meeting convened at 5:35 p.m. with Mayor Johnson presiding.
1. ROLL CALL
Present: Beverly Johnson, Mayor, City of Alameda
Tony Daysog, Boardmember, City of Alameda
Barbara Kerr, Boardmember, City of Alameda
Frank Matarrese, Boardmember, City of Alameda
2. CONSENT CALENDAR
2-A. Recommendation from the Executive Director regarding the future role and
responsibilities of APAC.
Member Daysog moved approval of the recommendation. The motion was seconded
by Member Matarrese and passed by the following voice vote: Ayes-3 Noes-1
(Member Kerr); Abstentions-0.
3. REGULAR AGENDA ITEMS
There were no regular agenda items.
4. ORAL REPORTS
4-A. Oral report from APAC.
Chairman Lee Perez thanked the ARRA Board for approval of the Executive Director
recommendation regarding the future role of APAC.
4-B. Oral report from the Executive Director (non-discussion items).
There was no report from the Executive Director.
5. ORAL COMMUNICATIONS, NON-AGENDA (PUBLIC COMMENT)
(Any person may address the governing body in regard to any matter over which
the governing body has jurisdiction that is not on the agenda.)
There were no public comments for the open session.
2-F
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6. COMMUNICATIONS FROM THE GOVERNING BODY
There was no communication from the Governing Board.
7. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER
CONFERENCE WITH REAL PROPERTY NEGOTIATOR:
7-A. Property: Alameda Naval Air Station
Negotiating parties: ARRA, Navy and Alameda Point Community Partners
Under negotiation: Price and Terms
The Public Comment period was opened.
APCP partners/staff in attendance:
Aidan Barry, Project Manager
Greg Dahly, Morgan Stanley
Jay Heckenlively, GM, APCP
Phil Rafton, VP Centex Homes
Tom Gamble, Shea Homes
Bob Burke, Shea Properties
John Ochner, President of Centex Homes
Lowell Rochester, CFO, Centex Homes
Aidan Barry proceeded with the following presentation and acknowledged that APCP was aware
of the 15-minute presentation. APCP was also aware of the protocol of the ARRA Board by not
wanting to engage in any form of negotiation, but open communications regarding APCP’s
discussion points.
APCP Presentation – Aidan Barry, Project Manager:
The specific topics of discussion regarding the Navy negotiations. In the last series of weeks
there have been a couple of press releases that have talked about the position of the Navy relative
to Early Transfer and there will be a brief point of discussion on that. The next topic of
discussion will be called the road map to the Conditional Acquisition Agreement (CAA), which
is a fundamental document that APCP is interested in finalizing. Within the roadmap itself, there
are going to be three major discussion points:
(1) request for revised negotiation team process;
(2) a very specific timeline of what we would like to accomplish in the month of
September; and
(3) an outline of a deliverable that is generated by APCP that would be used by the
negotiation team in order to support the negotiation process.
The conclusion of the presentation will specifically address what is APCP asking for from the
ARRA Board as per the reason they are attending the meeting.
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APCP – Overview (Mr. Barry):
The Naval Air Station Base was slated for closure in 1993. The Base actually closed in 1997.
The City, under its Lease in Furtherance of Conveyance (LIFOC), initiated interim leasing
activities and by the end of 2000 had leased up approximately 2.3 million square feet. Also in
2000, the City made a decision to introduce a Master Developer (MD) to Alameda Point. Why
was that decision made? Very specially, that decision was made to introduce the MD, because
the MD brings to the City of Alameda the financial leverage and technical resources necessary to
implement the vision of Alameda Point. The City followed a very streamlined, yet deliberate
process for the selection of the MD, including a series of public forums and an evaluation by an
18-member team. The Council selected by majority vote in August of 2001 and appointed APCP
as the MD. Following the selection, an Exclusive Negotiating Agreement (ENA) was executed
in January 2002. That document identified it had a term of two years with an opportunity for a
one year extension.
From January 2002 to January 2003 APCP engaged in the initial negotiations relative to the
disposition of the property involving City staff, consultants and a series of working groups. As
everyone is aware, an initial impasse occurred in January 2003, which after a three-day
negotiation session with the negotiating team, resulted in what was identified as the key terms for
both ARRA and APCP of what was contemplated in the CAA.
From February 2003 to June 2003, APCP attempted to produce a document, which was bogged
in what APCP would characterize as severe micro-management of every step and every word.
APCP’s perception is that staff was so concerned with making a mistake, that the process was
choked. In addition, during this time frame, there was a fall out with the Navy regarding Early
Transfer (ET). APCP’s current status is on the basis of these factors and the continued
expenditure of predevelopment dollars on behalf of APCP, APCP submitted what it identified to
the negotiation team as a recovery cost proposal in June. That document was slightly modified
based on the feedback received back from the negotiating team and was submitted again in its
detailed form on July 16, 2003. Since then, no feedback has been received (from City staff) other
than one request for the backup to the monies APCP has expended to date. That information was
provided to staff.
As a result of the lack of feedback of APCP’s request, APCP requested to attend the September
3, 2003 meeting asking for a revised process. The current process has led to an impasse.
APCP Navy (Mr. Barry):
Initially, APCP and ARRA staff outlined an approach to ET in a cooperative and collaborative
process, utilizing consultants from both APCP and ARRA. This process was done in partnership
with the Navy’s SW Division in San Diego. The primary direction for the Navy was to create a
large footprint for as large an ET footprint as possible. Motivation for this goal was twofold: (1)
the Navy needed a success story for a large transfer for going into the next round of Base closures
which is going to start in 2005; and (2) to build a cost approach to that cleanup which allowed
the Navy to exit Alameda without looking back. This was characterized in some of the ET
working groups as an “all-in-number,” everything included to complete the remediation
necessary to redevelop the base consistent with the redevelopment plan. Notwithstanding,
assurances to the contrary from the Navy’s SW Division, this approach resulted in a remediation
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cost estimate, which was approved by the ARRA staff, and APCP, which was to high for the
Navy in Washington. “Our (APC) collective mistake.”
It is now time for what APCP characterizes as mid-course direction. (1) First and foremost,
ARRA and APCP need to agree upon an approach, which may be multi-faceted, and a
methodology to do a phased transfer of parcels for redevelopment; (2) to engage the right
personnel within the Navy in such discussions. APCP and its consultants believe it is essential to
use a top-down approach, which, at the highest level in Washington, D.C. to provide direction to
the SW Division. The goal of the negotiations with the Navy is to direct and focus on transfers
of parcel that coincide with the initial phases of development and a related timetable.
A combination of methods obtained in transfers is possible and likelihood. The potential
approaches include: parcelized ET privatization (FOST) which is the terminology used for
Findings of Suitability for Transfer once the Navy has completed its remediation of parcels,
specifically EDC-5. EDC-5 is one of the contemplated parcels on the Navy’s ET transfer parcel
schedule and also represents a significant acreage of land, which APCP characterizes as the NW
quadrant of the AP footprint in conjunction with some of the existing residential units and
extending over approximately to the top of the base.
The other idea is continued operation of adaptive reuse under the LIFOC. Lastly, privatization of
the evaluation of the areas along the Seaplane Lagoon and the southern portions of the project to
establish concise boundaries where residential development could occur. In APCP’s initial
concept layouts discussed with City staff, these would be the later phases of development.
Concerning the concept of privatization of the areas of concern, APCP does not have information
on how they could help in the negotiations with the Navy.
APCP needs to evaluate the use of the numbers that the Navy has established for their budget,
which are somewhat inconsistent. Between the website and what they represented personally is
somewhere between $150 to $180 million budget as a cost to complete number which they
represented to Congress for the cleanup of the Base. We need to work within that number and
establish a land use plan and cleanup standards, which allow for the start of the redevelopment.
This approach will require that re-openers for the Navy, points of which the Navy reengages to
complete the cleanup, are agreed upon, which are a critical component to this negotiation. If they
are digging in for any specific reasons, we should have the ability to get them back to the table if
the cleanup costs and/or the standards are increased. A creative insurance underwriting should
be put in place to cover the risk for APCP and more importantly, the risk for the ARRA.
The key to attracting the Navy and the political support for the time of remediation and transfer
of phases is combining remediation with redevelopment, forcing transfer of parcels that are the
most important for the development and job generation. Such effort by definition requires direct
input, strategy and the direction from the MD. The redevelopment choices that will have to be
made due to the limitations on funding and timing of transfers must have great participation from
APCP to maintain the balance of what from economically, financially, and development
standpoint can be achieved for the project. APCP acknowledges that ARRA, given its legal
standing as the local reuse authority, must be the lead in the negotiations with the Navy.
However, APCP must provide great contribution to the agenda, strategy and insight needed for
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the remediation work in concept with the redevelopment. Such an approach has been utilized by
developers at Mare Island and McClellan successfully and are generating significant political
support. Currently, two members of the APCP’s partnership are involved with the
redevelopment of McClellan Park, specifically IRG and Morgan Stanley. Granting APCP with
such authority does not affect ARRA’s right to disapprove in its sole discretion of proposed
course of action as presented by APCP, which approval is needed before APCP can acquire any
course of action for AP.
APCP - Roadmap to CAA (Mr. Barry):
First and foremost, APCP believes the approach to current negotiations needs to be revisited.
APCP is proposing a team made up as follows: on behalf of the ARRA negotiating team, a
narrow group, which is composed of representatives of each discipline related to the
development of the base, who are empowered to make decisions on behalf of the staff which
reports directly to the ARRA Board. APCP further proposes to do a schedule of a series of
meetings during the month of September with the negotiating team. APCP understands that this
is going to raise some eyebrows, but specifically: September 8, 15, 22, 23, 24, 25 and 29 – these
dates are chosen to allow for a series of one-day meetings initially, followed by independent
work by both parties for review of the deliverables and the outcomes of each individual meeting.
In the middle of the month of September, APCP identified September 22, 23 and 24 to follow the
format that was done in February of this year, by having a series of consecutive days with the
negotiating team to have a series of work sessions to discuss, negotiate and finalize opening
issues. The following and final meeting to conclude and approve the material terms of the CAA,
which will be forwarded to the ARRA Board for concurrence. APCP will hand deliver to the
Executive Director on September 4, 2003 at 8:00 AM, ten copies of a detailed transaction
analysis of the matters to be concluded in the month of September. This document includes
discussion on the following points (it is not all inclusive but it highlights the major points): cost
recovery, as outlined and submitted on July 16, this cost recovery section in which in no way
shape or form rely on the General Fund of the City of Alameda, but rather is pointing to
opportunities limited sources from AP only. Also, the use of APCP’s internal rate of return and a
detailed discussion of how the internal rate of return is used and as important, how the internal
rate of return is not used. Also included in this document will be the summary of the CAA basic
terms. On that note, APCP will deliver electronically by end of business September 4, 2005 an
updated version of the CAA, which will incorporate all of the components discussed to date.
APCP will provide the full documentation for consideration so that no stone is unturned.
APCP – Conclusion/Summary (Mr. Barry):
At the end of the presentation, Mr. Barry concluded with the questions why was APCP present
and what are they asking for from the ARRA Board?
(1) APCP asked that the ARRA Board to direct staff to work with APCP to modify its
negotiation process and teams as discussed during the presentation by APCP.
(2) APCP asked that the ARRA Board to direct staff to continue to work with APCP to
devote the necessary resources and time to comply with the schedule of meetings
during the month of September, with the expressed goal of concluding all material
terms of the CAA.
(3) APCP asked that the ARRA Board in acknowledgement that the current negotiation
process is broken; APCP is proposing a revised approach and respectfully request that
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the ARRA Board delay all future payments due to the City of Alameda by APCP until
the ARRA Board approval of all of the material terms of the CAA. Upon such
anticipated approval, APCP will make the account current.
(4) APCP remains committed as the City’s Master Developer and stand ready to fulfill all
of the requirements necessary to implement the vision at AP.
Mr. Barry thanked the ARRA Board for their consideration and indicated that APCP’s formal
presentation had concluded and both he and Mr. Heckenlively were prepared to respond to any
questions.
The public comment period was closed for Authority questions.
City Attorney, Carol Korade, clarified the parameters of the meeting since this was the public
comment period and it also had to be in the same format as it would be in the Council Chambers
and that no one should engage in any type of negotiations with the developer. Only clarifying
questions can be asked.
Member Daysog asked about the phased transfer and whether or not it implies that the business
model they presented in the selection process remains or has it been modified?
Mr. Barry responded APCP remains committed as MD of the entire footprint. At any stage of
the discussions, even the original model, it was always anticipated that this process would be a
phased build out, because of the position of the Navy. There is no choice but to further develop a
phased development process to coincide with certain transfers from the Navy to the local reuse
authority.
Member Matarrese asked APCP to elaborate on the deliverables, which support the process and
what MD product would be presented to help the process and project?
Mr. Barry responded that fundamentally APCP is in the process of working with the City on the
CAA which was modified with the July 16 proposal regarding cost recovery. The framework to
continue negotiations is based on a 20-page document this is prepared to clarify some of the
positions and proposals made by APCP. A series of questions have been anticipated and have
been attempted to have been answered within this document for the negotiation process to get to
an end result. APCP has attempted to identify the concerns, frame a question and then frame an
answer with support materials to be able to fully understand the requests put forth by APCP.
Member Matarrese asked was that part of APCP’s proposal towards the negotiation process and
concluding with the CAA?
Mr. Barry responded that is correct. APCP is committed to continuing with the negotiation
process subject to concurrence with the ARRA that they would like to change how the process is
working.
Member Matarrese asked is that with the full understanding of the current Navy position?
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Mr. Barry responded yes it is with that full understanding.
Member Kerr asked about the last document in which APCP indicated that they had not received
any feedback and asked about predevelopment costs and rate of return APCP was expecting as
this is a small City and therefore, cannot give up all of its lease revenue?
Mr. Heckenlively responded that APCP has not had any feedback from the City. The need has
been identified for continued redevelopment of the project and what needs to be done to get to
the finish line of the negotiation process. At this point, APCP is unable to answer the question
fully because it does not know where the City stands.
Member Kerr asked about the needs and what guarantees of the predevelopment costs or City
money is APCP looking for?
Mr. Phil Rafton, Vice President Centex Homes, responded that APCP is not asking for any
guarantees. What APCP asked for is access to the lease revenues coming off the Base to be used
for reinvestments with predevelopment dollars.
Mr. Heckenlively stated that APCP has asked for certain revenue sources to assist in the
predevelopment activities of the Base to get to the overall redevelopment effect.
Member Kerr asked what other revenues besides lease revenue is APCP asking for?
Mr. Heckenlively stated that APCP has identified three sources of revenues, which they have
asked the City to consider, and there have been no discussions as to whether or not they have
been palatable to the City.
Member Kerr asked what are the three resources?
Mr. Heckenlively responded that they are asking for (1) a percentage of the gross revenues of the
base, (2) the MARAD lease revenue from the renewal that is likely to occur; and (3) a capital
lease revenue which is a concept that is currently built into the CAA document. These are the
three sources APCP has requested that would go to predevelopment expenses for redevelopment
of the Base.
Member Kerr asked if it is correct that APCP have not been making their payments according to
the ENA?
Mr. Rafton responded that is correct. There are two obligations under the ENA which are (1) a
$500,000 payment to the City of Alameda for earlier costs incurred by the City that had within
the ENA a contemplated payment date of the earlier of the GPA and EIR being certified by
August 2003. APCP has put in writing prior to this meeting with a request to tie that $500,000
towards the completion of the CAA; and (2) the ENA contemplated at $450,000 payment on a
quarterly basis to be the made to the City as an advanced deposit to cover a portion of City staff
time and their outside consultant time associated with the negotiation with APCP. Those
payments have been made up to August. APCP requested that, because there was a breakdown
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in the process, they requested to take that $450,000 to a $150,000 payment which was made in
August as a deposit. That payment was made with the following express requests from APCP to
ARRA staff, specifically: (1) during the month of August, APCP would get feedback on its July
proposal; and (2) during the month of August, APCP would meet with ARRA staff to discuss the
opportunities of reducing the burn rate of predevelopment dollars. Neither of those two events
occurred. APCP is specifically asking the ARRA Board that future payments are not made until
such time an agreement is made on the material terms of the CAA, but not a signed CAA based
on the schedule APCP has contemplated for the month of September. Upon the materials terms,
the account would be brought current.
Mayor Johnson asked about the re-openers regarding the transfer and phasing development with
the Navy?
Mr. Barry responded that APCP has to come up with a creative way in working with the ARRA
staff in how to engage with the Navy to have an agreed upon direction. APCP identified an
effort and one strategy trying to get properties transferred from the Navy consistent with their
schedule. EDC-5 has been identified as one of the early parcels to transfer to the ARRA. That is
the parcel being currently worked on relative to the PAH contamination. The Navy’s position at
this stage is but for the PAH, that parcel is ready to go a FOST process. It is yet to be determined
if the City is ready to develop that parcel based on the footprint provided by APCP. This entire
process, however, requires an overall agreement and approach strategy with Washington, D.C.
and then a phased transfer of property through the development. APCP believes that they will
never achieve one single transfer (of the entire property).
Mr. Heckenlively stated that the ultimate “recipe” on how to work with the Navy is unknown at
this point. There are a number of different methods to achieve transfer and the key is not
whether it is an ET or privatization, the key is to get a transfer from the Navy on the phases of the
property that coincide with the redevelopment effort that is going on at the Base in phased
progression. APCP needs to work with the Navy to come up with that progression of transfers
using all of the different methods to achieve transfer via accepting or assisting in their FOST
process, or any other privatized FOST process. There are number of different ways to do so and
APCP remains committed to working with the City and the Navy to come up with the right
recipe that balances the transfer process with the entire redevelopment effort.
Member Kerr asked about the low figures the Navy came up with the cleanup costs and is APCP
assuming that $180 million would cover the first residential parcel transfer which is thought of as
a Package K and the NW corner, and is it possible that the $180 million would be used up in
those two parcels?
Mr. Barry responded that specifically that detailed analysis has not yet occurred. APCP would
present a concept that would have to go through that type of analysis. As an example, EDC-5 has
only one contamination left and the Navy is doing a time critical removal of the PAH’s that
actually exist within the footprint of EDC-5. The detailed analysis of how to spend $180 million
has not been implemented and APCP and its consultants would have to do that collectively with
the City team in an organized approach. APCP does not have the working knowledge to
specifically conclude that EDC-5 costs $180 million to clean.
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Member Kerr responded that a couple of parcels will be developed and the Navy will say they are
finished even though they are legally responsible for the cleanup. Member Kerr asked what does
APCP propose for the remainder of the cleanup?
Mr. Heckenlively responded that, in order for this transaction to move forward, there will be an
agreement reached between the Navy and the ARRA that figures out how to clean the property to
an agreed upon standard that coincides with a development project. APCP is not sure exactly
how that development project will be moved, shaped or formed to work with the overall
transaction that is agreed upon with the Navy, with a specific amount of money with different
types of distribution from the Navy. There will be an amount of money that falls out that will
yield the success in the completion of the remediation. There is a number and a method and we
have to be smart enough to figure out how to get there with the Navy and we will get there that
yields an overall cleanup that works with a development plan that the City embraces and the
APCP embraces. Until such time that agreement is reached with the Navy and the development
plan is approved by the City, there is no transaction. Once these two crucial points are
completed, the numbers from the Navy and the development is satisfactory to the City, then a
transaction will occur.
Member Kerr responded that the Navy has already spent $240 million and has barely made a
dent. What APCP suggests about the real estate market and clean up raises questions.
Member Matarrese asked about further clarification about the deliverables by expanding on
internal rate of return and use of prohibitions and the position of that issue in APCP’s approach
towards negotiation and what the limits are?
Mr. Barry responded that Mr. Heckenlively will be able to answer the structure of the Internal
Rate of Return (IRR) and what will be included in the deliverable on September 4, 2003.
Member Matarrese asked what is the approach and timing of the approach since both parties are
on an unstable view of things and what are the conditions?
Mr. Heckenlively responded that APCP uses the IRR as an evaluation tool that gets APCP to an
ultimate value and price of the Base. There is no guarantee attached to APCP usage of an IRR or
obligation for the City to assist APCP as it relates to achieving a particularly yield. It has to do
with how APCP comes up with a price and the price is based upon a future projection. If the
future projection does not unfold as APCP has projected, the risk associated with not reaching a
yield is APCP’s; there is no payback, guarantee or tapping of extra funds to assist APCP. It is
APCP’s obligation if the price does not fall in line with the pro forma that APCP has utilized.
Second, APCP uses an IRR to establish a threshold over which the City participates in the upside
of the profit. If in fact APCP does not get to that level, the risk is APCP’s; if APCP does not get
to that level, there is no participation for either APCP or the City of Alameda. In the event that
APCP may not yield what it wanted to as the project progressed and matured and was ultimately
sold out, that is APCP’s risk. APCP uses the IRR for those two purposes only and are not asking
the City to assist on any returns or guarantees.
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Member Matarrese stated that given the cleanup situation and the fact that we do not know where
the distribution of money will come from, how is APCP looking at the timing of negotiating the
IRR?
Mr. Heckenlively responded that APCP has presented an IRR which they believe is appropriate
for the risks inherent in the project. APCP has come with a CAA document that contemplates
that by the time APCP finishes the DDA negotiations, the entitlements are invested and the
development aspects are all tied down, APCP will then look back to recalculate how the effect of
the actual project lays into the pro forma and recalculate for the purchase price of the base. From
that point forward the IRR become irrelevant other than for the purposes of establishing where
participation flows that happens thereafter.
Mr. Rafton stated that an IRR was agreed upon in negotiations with the City in February 2003 so
that is not an outstanding item that needs to be negotiated within the context of the CAA.
Mr. Heckenlively stated that during discussions in February there was a discussion on this very
point which is where APCP started with the IRR and was there discussion if there was any
flexibility in that number. As a concession, APCP agreed to decrease it, which they did. APCP
has already gone through this process once.
Member Matarrese stated he asked the question because the landscape has changed dramatically
and wanted to be sure that there is a clear understanding that there are certain things that have to
be revisited and wants that to be part of the negotiations.
Mr. Heckenlively responded that he would understand if the City wants to talk about it.
Member Kerr asked about the purchase price and percentage of the base?
Mr. Heckenlively responded APCP would have fully funded the purchase price of the Base. This
is just the additional on top of the value that was agreed upon.
Mayor Johnson asked what is the anticipated date for the DDA?
Mr. Heckenlively responded that it is a difficult question to ask since the recent events with the
Navy, however, APCP would like to focus on understanding how the project will be revised and
modified as a result of what is concluded with the Navy. Based upon what the resulting project
thereafter, APCP will redevelop their plans and move the entitlement forward following that
point. This is a two-year period after APCP starts the process.
Mayor Johnson asked after that point, the IRR goes away and the real terms are negotiated?
Mr. Heckenlively responded that is correct.
Member Daysog stated that with the difficult negotiations between the parties and the current
impasse, what is the difference in which the process that APCP has outlined, would ensure that
the ARRA would not duplicate the previous process?
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Mr. Heckenlively responded that APCP would like to compress all of the working group activity
which are discrete separate groups that have agendas, timetables, issues, and goals that are
somewhat related, but not directly; by condensing them all into one small group so that there is
an overall synergy of all issues being brought to bare on the transaction to come up with a set of
terms and conditions that work with all of those various disciplines in the same room. There
would be decision makers in that room with candid open discussions to address concerns openly
and deal with them right there, night and day to the satisfaction of the City, realizing that APCP
needs the transaction approved interactively with City representatives.
Member Daysog asked if APCP envisions Councilmembers serving as a referee of the whole
situation.
Mr. Heckenlively responded that from APCP’s perspective, they would be welcome.
Mr. Barry thanked the ARRA for their time and appreciated the opportunity to speak directly
with the Board over APCP’s concerns.
Mayor Johnson thanked APCP and all of its partners for the presentation and attendance at the
meeting and hope to move forward from this point.
The public hearing was closed for Authority discussion.
The Mayor announced that_____________________________________________________
Mayor Johnson adjourned the meeting at 9:___ p.m.
Respectfully,
Lucretia Akil
ARRA Secretary
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