2008-06-04 Joint CC ARRA CIC MinutesMINUTES OF THE SPECIAL JOINT CITY COUNCIL,
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (ARRA),
AND COMMUNITY IMPROVEMENT COMMISSION (CIC) MEETING
TUESDAY- -JUNE 4, 2008- -7:01 P.M.
Mayor/Chair Johnson convened the Special Joint Meeting at 7:22 p.m.
ROLL CALL - Present: Councilmembers / Board Members /
Commissioners deHaan, Gilmore, Matarrese,
Tam and Mayor/Chair Johnson – 5.
Absent: None.
AGENDA ITEM
(08-252 CC/ARRA/08-034A CIC) Authorize the City Manager/Executive
Director to execute a Transfer of the Exclusive Negotiation
Agreement with SSC Alameda Point LLC to a new entity with D.E. Shaw
or a transfer of an ownership interest in the Master Developer
entity, SCC Alameda Point LLC to D.E. Shaw, pursuant to specific
terms and Conditions.
The Assistant City Manager stated SunCal requested that the matter
be held over for two week in order to allow representatives from
D.E. Shaw to be present to answer questions.
Councilmember/Board Member/Commissioner Gilmore thanked the
consultant for coming through and hitting important points that the
City needs to have to protect itself; that she has a problem with
eventually approving a document or agreement that she has not seen
or read; Councilmembers were elected to make decisions on behalf of
the citizens; if she approves the recommendation and things later
go south, the citizens are not going to want to hear that she
relied on a consultant when she made the decision; essentially, the
consultant is framing the discussion about the issues;
Councilmembers/Board Members/Commissioners might have additional
items that the consultant has not flagged or that should be
discussed in public; it is really important for
Councilmembers/Board Members/Commissioners to be able to see and
discuss the Agreement; if SunCal feels strongly about the
confidentiality, the Agreement could be disclosed in Closed
Session; that she would be open to signing a confidentiality
agreement; it is really important that the Council/Board/Commission
sees underlying documents; that she does not want to see SunCal and
D.E. Shaw in two weeks if the Operating Agreement is not complete;
suggested that the matter not return until the Operating Agreement
is executed, the Council/Board/Commission has copies of the term
sheet and Operating Agreement and the Council/Board/Commission has
had an opportunity to review and discuss the matter before voting;
Special Joint Meeting Alameda City Council, Alameda
Reuse and Redevelopment Authority, and Community Improvement Commission
June 4, 2008
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D.E. Shaw is asking to become the City’s partner; if D.E. Shaw does
not trust the Council/Board/Commission to keep the matter
confidential, it does not speak well for the beginning of the
partnership.
Councilmember/Board Member/Commissioner Matarrese stated D.E. Shaw
is entering into an agreement with the taxpayers; that he would not
be willing to sign a confidentiality agreement; the matter is in
the public realm; the background document should be presented to
and discussed in front of the public.
Councilmember/Board Member/Commissioner deHaan inquired how there
could be an open discussion.
The Assistant City Manager responded staff has discussed the
matter; the confidentiality issues are D.E. Shaw’s issues; staff
would discuss the matter with D.E. Shaw’s management tomorrow;
staff has indicated that the issue would be a problem for the
Council/Board/Commission; D.E. Shaw is relying on a section of the
Exclusive Negotiation Agreement (ENA) that allows confidentiality.
Vice Mayor/Board Member/Commissioner Tam stated that she
appreciates the concerns; there is an obligation under Section 10
of the ENA that keeps some of the information between SunCal and
D.E. Shaw proprietary; inquired what the Council’s/Board’s/
Commission’s role was when Catellus merged with Palmtree; stated
the venture is a multi-party partnership and is a business
relationship; the City changes financing partners when doing tax
increment funding or refinancing bonds; the developer has been able
to secure a financing partner unlike the prior developer.
The Assistant City Manager stated the documents were reviewed when
Catellus assigned part of its agreement to Palmtree; the CIC had
issues and there were concessions; ARRA approved the Operating
Agreement between Alameda Point Community Partners and Morgan
Stanley; the financials have always been confidential, but the
Operating Agreement generally has not been confidential.
The Base Reuse and Community Development Division Manager stated
SunCal has indicated the Operating Agreement would not be ready for
sixty days; staff thought bringing a term sheet first could be
helpful to provide direction to SunCal and D.E. Shaw in negotiating
the Operating Agreement; initial direction from the
Council/Board/Commission would allow them to focus on issues of key
concern; the Operating Agreement would reflect the intent of the
Council/Board/Commission; the Council/Board/Commission might want
to give direction regarding the key issues to allow the negotiation
Special Joint Meeting Alameda City Council, Alameda
Reuse and Redevelopment Authority, and Community Improvement Commission
June 4, 2008
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process to be a more efficient.
Councilmember/Board Member/Commissioner Gilmore stated said
recommendation would be fine as long as it is understood that she
would not vote for or against the Operating Agreement until she
sees it; the Council/Board/Commission should see the document.
The Base Reuse and Community Development Division Manager stated
staff understands that the Council/Board/Commission wants to see
both the executed Operating Agreement and term sheet and ensure
that the key points outlined in the term sheet are carried over
into the Operating Agreement; staff’s recommendation is that
direction only be given regarding the term sheet; the Operating
Agreement would have to be entirely consistent with the points
raised in the term sheet.
The Assistant City Attorney stated that she informed SunCal’s
Counsel that the Council/Board/Commission would want to know all
the details; the confidentiality provision of the ENA covers the
issue sufficiently; if a third party wants to get a document, it
would be on SunCal’s shoulders; in the event of a legal dispute
about whether or not something is discloseable under the Public
Records Act, SunCal would have the burden of taking on the dispute.
Councilmember/Board Member/Commissioner deHaan stated that he wants
to hear from SunCal about progress being made; the term sheet and
Operating Agreement should not curtail or slow operations.
The Assistant City Manager stated quite a bit of engineering work
has been done; money is being spent.
Bill Smith, Alameda, discussed consultants.
ADJOURNMENT
There being no further business, Mayor/Chair Johnson adjourned the
Special Joint Meeting at 7:36 p.m.
Respectfully submitted,
Lara Weisiger, City Clerk
Secretary, CIC
The agenda for this meeting was posted in accordance with the Brown
Act.
Special Joint Meeting Alameda City Council, Alameda
Reuse and Redevelopment Authority, and Community Improvement Commission
June 4, 2008
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