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A quick Point postscript

Submitted by on 1, October 19, 2009 – 6:00 am28 Comments

If you’re a regular reader of The Island – heck, if you live here in town – you know last week was a pretty exciting one regarding development plans out at Alameda Point, with Mayor Beverly Johnson’s stunning about-face on SunCal’s ballot initiative.

But there was another revelation that was just as interesting, that received a lot less elucidation: City staff and SunCal are deep into negotiations that could moot key portions of the controversial business deal contained in the initiative before it ever reaches voters.

In a letter addressed to Mayor Beverly Johnson and cc’d to the rest of the City Council, SunCal’s Pat Keliher wrote that the company’s reps have been meeting weekly with Interim City Manager Ann Marie Gallant and city staff to negotiate major concerns that include the city’s potential fiscal exposure, a cap that limits the amount of money the developer is required to pay for public benefits, project phasing, the payment of development fees and the allowed uses of redevelopment bond funds.

“While we understand that there has been concern raised in the election report regarding the fiscal protections and provisions of the initiative, we believe that these issues could and would be resolved prior to the vote on the initiative,” Keliher wrote. “To that end, we have been working in good faith over the past several months in weekly meetings with the City Manager and staff to address the election report concerns and incorporate appropriate protections through legally binding agreements.”

So how did we get here? SunCal’s inclusion of a development agreement in its ballot initiative apparently came as a surprise to Mayor Johnson and to the dismay of city staff, who typically would negotiate it and a second document, called a disposition and development agreement, with a developer.

That second document ordinarily is negotiated between the developer and the Community Improvement Commission, an entity that is legally separate from the City of Alameda. But a number of key elements typically found in that document are instead contained in the development agreement with the city, which is on the ballot, Economic Development Director Leslie Little said. And she said that if the initiative passes, they are set in stone, and can only be changed by the developer.

Per Little:

This initiative contains a (development agreement) that has a lot of things in it, but also is missing things that the City might have in a D.A. The Initiative D.A. also crosses the typical separation of these two documents. For example it commits the City to (Community Improvement Commission) public funding levels, regulates transfer/sale rights without conditions, sets a cap on public benefit contributions, etc. These things would usually be found in the D.D.A (with) the CIC and would be negotiated as part of the process of a D.D.A.

SunCal had planned to hand in their petition signatures in June for a November ballot but they held off until almost the last minute to, among other things, negotiate with Gallant and city staff over the city’s concerns. The council had even looked into whether it could change the initiative without sparking a do-over and putting its own measure on the ballot (Johnson said last week that they are not considering that option at this time).

So how close are they to resolving this? And more importantly, will whatever gets negotiated be legally binding over the deal contained in the initiative if it is okayed by voters? For now, nobody’s saying for sure. Keliher didn’t return a call seeking comment, and Deputy City Manager Lisa Goldman said she couldn’t comment on the city’s confidential negotiations with SunCal, which she said are being conducted under the exclusive negotiating agreement the city holds with the developer through July 2010.

“The ENA expires in July 2010, and staff will meet that deadline in recommending to the City Council/CIC/(Alameda Reuse and Redevelopment Authority) as to whether a DDA has been successfully negotiated and whether staff is recommending approval of its terms and conditions,” Goldman wrote in response to The Island’s request for comment.

Goldman said she couldn’t share the city’s legal analysis, but she did offer this tantalizing tidbit:

Whether an agreement is binding over the ballot measure will depend on whether the agreement goes about making changes to the ballot measure in line with the provisions in the ballot measure that explain how changes can be made.

More to come.


  • Jayne Smythe says:

    I can't figure out what Lisa Goldman's sentence MEANS. Do you understand it? Can you, uh, translate it for me/us?

  • Hey Jayne,

    I personally read it to mean that whether the agreements are binding will depend on whether they are made in accordance with the language of the ballot measure.

  • Barbara Thomas says:

    What if the ballot measure fails? Are these "new" agreements" which are currently being contemplated by staff, binding on the council? On the voters? If the voters turn down an amendment to Measure A, which is the real issue here, no agreements can amend it without voter approval. Doesn't SUNCAL pick up its empty boxes and go home leaving only its unpaid bills and a sour taste in everyone's mouth? What a waste of time and effort and total disruption to our City! Who exactly is responsble for this fiasco?

    I haven't read this much doublespeak and meaningless dribble in years.

    It should say: Staff is working on a way for SUNCAL to make enough profit to finance the whole shabang, which includes doing away with Measure A, because SUNCAL doesn't have enough money to put up or won't put up enough money to do what was needed by one key developer.

    They are trying to find a way that this huge development can be built under the applicable laws in Alameda, California and under the realities of municipal finance, so that it won't put massive drains on the quality of life for the existing residents, by increasing traffic and reducing resources available for previous municipal commitments including schools and parks.

  • E T says:

    I like the way you have pointed out that the CIC is a legal entity separate from the City of Alameda. So is ARRA. Interestingly enough, the city council sits as CIC and also as ARRA.

    So what makes them different from the City of Alameda, aside from their budgets being firewalled from the General Fund? The liability seems to fall on the city when things go wrong from the development perspective.

    The reason I ask is that when we read at Oak Knoll there is no money being spent by SunCal on security or fences, and so it seems that if something happens out there, the liability will fall on the City of Oakland. Here, with the FISC fire, it is the City of Alameda and not Catellus, that must pick up the tab for the cleanup. In both these cases, the properties are in redevelopment zones, handled by legally-separate-from-their-cities redevelopment agencies.

    • Hey E T,

      I think you have answered your own question. The budgets are separate, and CIC is indeed a separate legal entity. Technically speaking, the City of Alameda is not picking up the tab for the cleanup of the FISC fire out of the general fund it uses to pay for public safety, parks and other basic services. The Alameda Reuse and Redevelopment Authority is paying that bill, from its lease revenues at the Point.

      I can speak to one area specifically where the city would be legally insulated from liability incurred by a local redevelopment agency – redevelopment bond debt. If for some reason the agency were to default on redevelopment bonds it issued, having the separate legal entity insulates the city from having to pay the debt out of its general fund.

      I don't feel I have enough facts or legal expertise to address your statement about Oak Knoll and where the liability would fall if something happened there, though I would say that Oakland's situation differs from ours in one kind of important way: SunCal owns the Oak Knoll property. If I'm not mistaken, the city owns FISC.

      Oh, and it's not entirely true that there is no money being spent by SunCal on security or fences. SunCal just got the OK from the bankruptcy court to use $500,000 to start performing cleanup work at Oak Knoll. The items that money is to be spent on include both security and fences.

  • Miriam says:

    I don't know if the City has enough duct tape to fix SunCal's broken ballot measure. SunCal could have avoided the problem if they had discussed their measure with the council and the public before they started to get signatures. If we are in this mess now, it does not bode well for the future. I think that the City should let SunCal sink or swim on its own. Otherwise, we could end up having to fix their messes for a long time to come.

    As for Goldman's comment, it is unclear: 1. How the ballot measure can be changed and 2. If changes made to it now would apply after it passed. I foresee the need for lots of legal assistance for a long time to come.



  • David Howard says:

    Michele – your statement about SunCal and Oak Knoll and the $500K is incorrect. SunCal issued a statement, yes. But the trustee hasn't released the money yet. None of it is being spent yet. As of today, there are no armed security guards at Oak Knoll, as confirmed to me by my sources. As for the fences, in a letter back in 2008, SunCal told Lehman that "fixing the fences is hopeless because they are cut again almost immediately."

    As for this malarkey about the CIC and ARRA being a separate entity. I agree that the City would not be obligated de facto to re-pay CIC debt from the General Fund.

    However, it comes down to who gets to choose who to sue. If someone is wronged by the CIC, they will in all likelihood sue the City of Alameda as well as the CIC. Just because the City of Alameda says "Oh, no! That's a separate entity!" it doesn't mean that the complainant won't sue anyone and everyone, and leave it for the courts to consider that City Council sits as the CIC board, and so on.

    That's what happened with the AP&T debt. A "separate entity" defaulted on bonds, and the bond holders sued that separate entity, and the City of Alameda to get their money.

    • David,

      Let me try to clarify. Here’s my statement on SunCal/Oak Knoll:

      SunCal just got the OK from the bankruptcy court to use $500,000 to start performing cleanup work at Oak Knoll. The items that money is to be spent on include both security and fences.

      And here’s the press release from SunCal that backs up that statement:

      Oakland, Calif. (Oct. 16, 2009) – SunCal Companies has announced that it has obtained a judge’s approval for funding to address the critical cleanup and maintenance issues at the Oak Knoll property in Oakland:

      “The U.S. Bankruptcy Court in Santa Ana today authorized the use of over $500,000 to address some of the concerns about the Oak Knoll site that are of an immediate nature. The judge concurred with the stipulation SunCal reached on September 16 with Lehman Brothers and Lehman’s bankruptcy trustee to release funds for property-wide weed abatement, cleaning up wood piles and repairing perimeter fences. This money will also provide for a team of armed security guards to be on duty 24 hours per day to help secure the property from trespassers.”

      “The resumption of property maintenance and security is an important matter we have consistently advocated with Lehman Brothers, the financial partner for SunCal Oak Knoll, LLC, the owner of the Oak Knoll property. Lehman filed for bankruptcy in September 2008 and this affected the funding for Oak Knoll and other projects that the firm provided financing for.”

      “We will continue our discussions with Lehman and the trustee about the outstanding issues at Oak Knoll and we are working to resolve these matters. SunCal remains committed to the long-term potential and vision of the Oak Knoll master-planned community.”

      SunCal’s efforts to obtain funding to address the critical needs at Oak Knoll have been ongoing throughout the current Lehman court proceedings and extend back to Lehman’s bankruptcy in September 2008. SunCal initiated legal action against Lehman in January 2009; SunCal Companies itself is not in bankruptcy.

      SunCal is continuing to work through the court to bring in a new source of funding to resolve the remaining issues at the 167-acre property and move the development forward. The plans for the Oak Knoll community include 960 homes with a diversity of housing types, 82,000 square feet of commercial/retail, and 50 acres of parks and open space.

      As to this statement you made:

      As for this malarkey about the CIC and ARRA being a separate entity. I agree that the City would not be obligated de facto to re-pay CIC debt from the General Fund.

      However, it comes down to who gets to choose who to sue. If someone is wronged by the CIC, they will in all likelihood sue the City of Alameda as well as the CIC. Just because the City of Alameda says “Oh, no! That’s a separate entity!” it doesn’t mean that the complainant won’t sue anyone and everyone, and leave it for the courts to consider that City Council sits as the CIC board, and so on.

      Let me direct your attention to this recent letter to Leslie Little from the city’s bond counsel, Paul Thimmig, on the impact a redevelopment bond default would have on the city’s finances. It said:

      Based on a careful review of the Bond Documents for each of the CIC’s public debt obligations, it is clear that each respective debt issue is not a general obligation of the CIC, but a limited obligation payable solely from the respective Tax Revenues pledged to the specific debt obligation and amounts held in the specific funds created for the respective debt obligation. The City of Alameda is in no way contractually obligated to pay any of the CIC’s public debt obligations, and all of the Official Statements (for the agency’s current bond issues) explicitly so state.

      And here’s the relevant section of the state’s redevelopment law, which says this:

      33644. The bonds and other obligations of any agency are not a debt of the community, the State, or any of its political subdivisions and neither the community, the State, nor any of its political subdivisions is liable on them, nor in any event shall the bonds or obligations be payable out of any funds or properties other than those of the agency; and such bonds and other obligations shall so state on their face. The bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

      If you’re looking for the full replay of this discussion, by the way, it’s at the end of this post from June.

      As to your point about the city’s utility, I think we’re muddying the waters a bit here by conflating two entirely separate, distinct things. A redevelopment agency is an entity that is legally separate from the city, with legal and fiscal obligations that are separate from the city. Alameda Municipal Power is a department of the city. Which makes the city directly responsible for it.

      Hope that helps.

  • Miriam says:

    CIC and ARRA do not provide police, fire and ambulance services. The City of Alameda does and those services account for most of the City's budget. Does the City recoup these costs from CIC and ARRA?



  • Barbara Thomas says:

    Ah, opportunity costs, are not factored into the equation. How can the City recoup costs from the CIC and ARRA if there is no money there from which to recoup?

    The key phrase from Bond counsel is "contractually obligated." And if developers promise improvements that the CIC and ARRA cannot keep, judges have been known to order the City to provide those improvements regardless of contractual obligations.

    The school district may get two fully constructed schools under the SUNCAL plan, but it is AUSD that is obligated to pay for the staff, upkeep, and any other costs associated with running the campuses forever. Of course if our school district is overflow with funds it can absorb two more schools with ease. But since we have Prop H and the new ballot measure being proposed, I think most parents of current or future students should be asking how is this going to impact our schools?

    And who provides for the "unforeseeable" problems which may arise from building too much too early on toxic sites? Global warming and needed levees? To improve access through Oakland and Chinatown?

    SUNCAL provides no answers and no money. Staff can flitter about all they want, but there are no answers at this time.

    • Hey Barbara,

      Thanks for your comment. I think you hit on a central question that comes with any kind of growth, redevelopment or otherwise. But I don't think the issue is whether there are issues, because there will always be issues. It's whether folks feel comfortable that they can be satisfactorily addressed. I get the strong sense that you don't, so I am curious: What do you think should happen at the base instead?

      I'd also love to see some of the cases you are referencing on the bond stuff, because in my research on redevelopment bonds I did not find them. Can you post here or shoot me an e-mail?

  • Hey, I wanted to add a little bit of info to address an earlier question on the negotiations and their binding-ness. Eagle-eyed Lauren Do pulled this out of the developer's agreement for her post this morning:

    While folks question whether or not amendments after the fact would be valid — or rather would negotiating changes such as lifting the cap on the public benefit amount etc… actually be enforceable — recall that amendments can be made to the Development Agreement (p. 15 on the reader) as long as it is done in accordance to Section 14 of the actual Initiative (p. 10 on the reader) itself.

    So as long as the changes requested by the Developer (SunCal) does not:

    (1) reduce or eliminate the Developer’s obligation to fund the public benefits, or

    (2) does not increase the number of housing units built

    And, according to the Initiative language as long as the City Council agrees then amendments can be made to the Development Agreement that makes the City feel more comfortable, even if it changes major terms of the Development Agreement.

  • Richard Bangert says:

    3 points –

    Since these amendments to the initiative will need to be approved by the ARRA, the legal entity in the Exclusive Negotiating Agreement, will these amendments be presented for approval at a public meeting or in a closed session?

    Does the incorporation of these amendments start a new timeline for when the election might be held?

    Inquiring minds in Alameda would also like to know what the Chinatown Chamber of Commerce thinks about these negotiations. One of the weaknesses of the initiative centers on EIR mitigations and the preemptive nature of the "vested rights" of the developer when it comes to certifying one scenario vs. another. Chinatown might be hamstrung on the traffic mitigation issue with current initiative language. And what if the EIR is completed long after the election is over? Wouldn't the Chinatown Chamber of Commerce have no choice but to urge a No vote on approving the construction of 4,800 residential units + 3 million sq ft of commercial because impacts and mitigations will be unknown at the time of election? How about an "On Point – The Chinatown Connection" ?

  • E T says:

    Some guy posted a reply to JKW's blog entry from yesterday. Pretty well lays out that it is not legally possible to make changes to the initiative before it goes before the voters. The signature process set it in stone. Check it out:


  • He is correct. Nobody is talking about changing the initiative. Amending the DA is legal and binding. That's what is being discussed.

  • David Howard says:

    Michele, we've been through this circle on the bonds before. I know what the counsel wrote. What I'm saying is that if I'm a redevelopment bond holder, and the CIC defaults, I'm suing the CIC, and the City of Alameda, to get my money and will take my chances through the courts.

    I'll also point you to my comment on the "suncal promises to address concerns" story – SunCal can't be trusted. In 2007, they told Alameda they had a $600 million fully discretionary investment fund with Lehman money. Now SunCal is saying in court that Lehman never came close to funding that amount.

  • David,

    Then I suppose we are talking past each other. Of course you will sue. What I am saying is that it is the opinion of the city's bond counsel that you will not get anywhere, and that the law appears to back up that position.

    Hope that helps.

  • David Howard says:

    So help me understand what you see is the legal distinction between a "department" of the city of alameda, and the CIC. If Alameda Municipal Power is a "department" of the City, than so is the CIC.

    Neither of them can be found on the secretary of state business portal when searching for a corporation or LLC. Presumably Alameda Municipal Power therefore has a doing business as (dba) document on file with the County Clerk, to be able to work under the name "alameda municipal power."

    Is the CIC a corporation? What is it?

    My point, and Barbara's, I think, is that the statutes are controlling under normal circumstances. If the CIC defaults on a bond, and someone sues, that's not normal. I would argue the other way – the Alameda City Council sat as the CIC and issued the debt, pushed the project through, etc. ergo, regardless of the statute, the City of Alameda owes me money.

    We may soon in fact find out what happens when the CIC can't repay bonds. The recently released state controller's report on redevelopment agencies show that for FY 2007-2008, the CIC ran a $4 million deficit. ( http://www.scribd.com/doc/21219795/Alameda-CIC-Ta… ) and I'm hearing that 2008-2009 and maybe 2009-2010 aren't much better.

    And getting back to your SunCal point. I know what they SAID in their press release, but just because they said it, it doesn't make it true. (Seems to be a big problem for SunCal.)

    As of today, there are no guards at Oak Knoll, no record in court documents of an order to issue the $500K, and SunCal's spokesperson couldn't produce any evidence to back up the press release when requested.

  • DLM says:

    The same discussion is going on simultaneously on several different threads, and it’s hard to pull together. Anyway, I am pleased that Michele tries to maintain an impartial position, really and truly — impartial means looking at both sides and being objective, and it’s vastly preferable to spin.

    Anyway, I watched the Council meeting tonight, and the City Attorney said clearly that the initiative has to go on the ballot as it is — no surprise. I want to add also that “initiative” means the entire package, not just the first document. JKW says something above about the “development agreement” as if it were separate from the “initiative” and it isn’t — all the attachments are incorporated into the first document, so they’re all part of it.

    So the development agreement can’t be revised before it goes on the ballot, or any other part of the initiative package. I’m not sure if the revisions would be in a separate document or in the DDA — the City Attorney said something about “negotiations” referring to the DDA, but I’m not sure I got that. Either way, I think blanket assurances that we now know that everything’s been “fixed” are silly, and this is where non-spin comes in: How can that be proven?

    For starters, let someone come up with a comparable situation in California — voters approved a measure w/ “x” terms in it when in fact it had all been revised up front or after the fact or something? And they knew that, but they voted for it anyway fully understanding that they were actually voting for something else? How will that be explained in the voters’ pamphlet? After the Pro and Con arguments will come the asterisk?

    What’s more, this is a clear acknowledgement that a process exists for amending the initiative (the whole thing, including the development agreement), once it *is* voted on. It’s almost like, “Don’t worry, we can change that!”. Start worrying. Whatever gets voted on *can* be revised, as Lauren Do pointed out, according to a process that’s totally one-sided — if the developer requests (agrees to) a revision, then the City Council can vote on it. If the developer doesn’t agree, then it requires a popular vote — the whole city has to vote on it. How can that be fair?

    Not to mention good old Section 2.9 ofthe DA which says that SunCal can default on other agreements and not be in default of the DA — yet these “fixes” on the initiative will be binding?

    Prove it.

  • DLM,

    I think your misrepresenting my words. Obviously the DA is a part of the initiative, but it also is a document that gets signed by the Developer and the City after the vote.

    Last night, the City indicated that the are working with SunCal to come to agreement on a DDA, which will put in place some of the timing and control issues that the City has indicated they'd like to see.

    The City Manager's office has also indicated that there are discussions, as a part of the DDA, to propose amendments to the DA, as allowed in the DA, to fix issues that have been raised.

    Because the initiative specifically allows these changes and because the DDA must be signed in order for SunCal to get both the land and the funding they are requesting, there is no project without them.

    It seems a strange position to take: "We are concerned that the initiative doesn't explicitly deal with X but we oppose any attempts to provide a fix for it."

    Essentially, the negotiations are working to provide more clarity on issues that the City has raised, so that voters have a clearer understanding as to what the developer will be required to provide, and with what confidence.

    An example of voters being encouraged to vote for something that will be amended? Alameda's Measure A in 1973. Chuck Corica, the Father of Measure A, said a month before the vote that he thought it was too restrictive and would need to be amended, but to vote for it in any case. The city then defined "multiple unit dwelling" not to include 2-units.

  • DJM says:

    I guess if SunCal releases a statement tomorrow that they're going to pave the streets of Alameda in gold and all faucets in Alameda will soon gush with gobs of liquid chocolate we should take their word for it. Turns out the $500,000 SunCal claimed had been approved for release was a deliberate misrepresentation by their P.R. hacks. How does it feel, Alameda, to be screwed? There is no $500K for use at Oak Knoll (which is only 3% of the funds required to comply with the city of Oakland's lawful order to clean up the site which SunCal and Lehman continue to ignore) and it has NOT been approved by the court as of this evening even though SunCal claimed was the case in their most recent press release. Pretty pathetic that Alameda residents just sit idly by while your Deputy City Manager, Lisa Goldman, advises you that YOUR city's negotiations with SunCal are "confidential." (Don't worry your pretty little heads…) Are you kidding me??? Wake up and begin the recall or at least some accountability.

  • DLM says:

    "But they promised!" isn't much of an argument, and that's what we've been hearing all along. Like the project they promised to build which turned out not to match what's actually contained in the Initiative. When that finally caught up with them, they promised a "binding agreement" to fix things, only it turns out that they're referring to the Disposition and Development Agreement, which doesn't get *signed* until *after* the Initiative passes.

    How could this be binding?

    There's no question that the terms of the ballot measure will be binding if it passes. The development agreement is supposed to be signed within a couple of weeks after the vote, and that will definitely be binding.

    Read the comment posted by Donald Mitchell re Oak Knoll (under "Four to Midnight Shift"), about SunCal's promises vs. reality. I don't see how an unsigned agreement can be something that we rely on. This is not a "fix", it's a run-around.

    And again, as has been said so many times before, SunCal can DEFAULT on the DDA without losing control of Alameda Point.

  • Lauren Do says:

    DLM: The language that you refer to in Section 2.9 in the DA is language that is also used in the DA for the Alameda Landing project which was negotiated between the City and Catellus. So, are you suggesting that if the DA had been negotiated between the City and SunCal that clause would not be in the DA?

  • dlm says:

    Lauren: It would be helpful if you could post a copy of the Catellus development agreement, as a source for your statement. It's easy to find sources for the alternative view — both the Chamber of Commerce and Renewed HOPE reports say that SunCal will have control of the site for 25+ years — and they're certainly taking the DDA into account. I don't see anything about SunCal losing their standing due to a default under the DDA, so evidently, it doesn't make any difference.

    Here's a quote from one of the Chamber's statements:

    "Finally, the initiative has taken the unusual step of incorporating the development agreement within the initiative. This agreement retains the developer's rights to request a revision, but only allows the city that right through a special ballot initiative.

    The initiative specifies that any side agreements with the city will not be binding over its broad terms and permissions unless passed at a subsequent election, UNDERMINING THE VALUE OF ANY PROMISES TO MODIFY TERMS TO A MORE REASONABLE LEVEL OF RISK for residents and businesses. And while removing the city's right to negotiate several aspects relating to the project, it also reduces the developer's commitment to fiscal neutrality to an obligation to negotiate "in good faith" — an admirable goal, but a presumption often difficult and costly to disprove."


    Clearly, the Chamber of Commerce is knnowledgeable about these issues and not biased against development, so I think this is a convincing statement.

  • Lauren Do says:

    DLM: I wrote an entire post about this issue in late August. (Sorry for self-promotion on your site Michele.) There are two Development Agreements for Alameda Landing. One for the commercial side and one for residential.

  • David Howard says:

    Michelle – you might want to have your legal researchers examine the doctrine of alter ego as it stands in California, vis-a-vis the CIC as a separate "agency" (whatever that means, legally…) versus the City of Alameda.

    This doctrine may soon come into play with regards to Lehman Brothers too – Lehman Brother's Holdings is bankrupt, but Lehman ALI is not, as are not a number of other lehman subsidiaries, many of them run by the very same individuals.

    In the broadest terms, one of the tenets of the alter ego doctrine is that in, say, the case of fraud, it's the same individuals running one agency (CIC) as another (City of Alameda – e.g. City Council sits as CIC and City Council.) they are in effect one and the same.


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