BOOK 2 Page 1506 09/28/04 2:00 P.M. MINUTES OF THE SPECIAL COMMUNITY REDEVELOPMENT AGENCY MEETING OF SEPTEMBER 28, 2004, AT 2:00 P.M. PRESENT: Chair Richard F. Martin, Vice Chair Mary Anne Servian, Members Fredd "Glossie" Atkins (arrived at 2:09 p.m.), Danny Bilyeu, and Lou Ann R. Palmer, and Executive Director Michael A. McNees, Secretary Billy E. Robinson, and Assistant City Attorney Robert Fournier ABSENT: None PRESIDING: Chair Martin Chair Martin called the Special meeting of the Community Redevelopment Agency (CRA) to order at 2:00 p.m. Secretary Robinson gave the Invocation followed by the Pledge of Allegiance. 1. APPROVAL RE: : MINUTES OF THE SPECIAL COMMUNITY REDEVELOPMENT AGENCY MEETING OF AUGUST 23, 2004 - APPROVED (AGENDA ITEM CRA-1) CD 2:05 through 2:05 Chair Martin asked if the Community Redevelopment Agency (CRA) has any changes to the minutes of the August 23, 2004, Special CRA meeting? Chair Martin stated that hearing no changes, the minutes of the August 23, 2004, Special CRA meeting are approved by unanimous consent. 2. ADOPTION RE: : PROPOSED RESOLUTION NO. 04R-1799, REVISING THE AMENDED AND RESTATED CITY OF SARASOTA COMMUNITY REDEVELOPMENT PLAN (DOWNTOWN MASTER PLAN 2020) - ADOPTED SUBJECT TO CONSIDERATION OF ADDING HISTORIC RESOURCES TO THE TAX INCREMENT FINANCING FUNDING POSSIBILITIES (AGENDA ITEM CRA-2) CD 2:05 through 2:27 Chair Martin stated that proposed Resolution No. 04R-1799 revises the amended and restated City of Sarasota Community Redevelopment Plan. Assistant City Attorney Fournier stated that the proposed Resolution is a resolution of the City Commission; that he is aware the meeting is a Community Redevelopment Agency (CRA) meeting; that the action the CRA will be asked to take is to make a recommendation to the City Commission as to the adoption of the proposed Resolution; that the City Commission will later be obliged to hold a public hearing on the adoption of the proposed Resolution; that the proposed Resolution amends the City of Sarasota Downtown Master Plan 2020 (Downtown Master Plan 2020); that the Downtown Master Plan 2020 is actually the title for the City of Sarasota Community Redevelopment Plan (Community Redevelopment Plan); that the Community Redevelopment Plan provides guidance to the CRA; that the CRA must follow the Community Redevelopment Plan in its redevelopment efforts within the boundaries of the Community Redevelopment Area; that the proposed Resolution amends the Community Redevelopment Plan to provide authorization for the expenditure of Tax Increment Financing (TIF) funds in five different areas which are: 1) affordable housing, 2) community policing innovations, 3) transit operations and facilities, 4) enhancement to public parks, and 5) maintenance of public infrastructure or public works maintenance projects; that two requirements exist to utilize TIE funds for a particular expense; that the expense must be permissible under Chapter 163, Florida Statutes, which is known as the Community Redevelopment Act of 1969; that the expenditure must be in accordance with the terms of the Community Redevelopment Plan; that the language in the existing Community Redevelopment Plan was deficient in the area of authorization of expenditure of TIF funds; that therefore, the direction was given to amend the Community Redevelopment Plan Assistant City Attorney Fournier referred to Section 1, Changes to adopted Downtown Master Plan 2020, included in the Agenda backup material; and continued that the section concerning affordable housing is actually the third initiative regarding affordable housing taken by the City; that the first initiative was the creation of the Affordable Housing Trust Fund which is funded to date with revenues derived from projects which take advantage of the Downtown Residential Overlay District (DROD) ; that the second initiative was Walk-to-Town housing which will be addressed in the Evaluation and Appraisal Report (EAR) of the City's Comprehensive Plan, also called the Sarasota City Plan, 1998 Edition (City's Comprehensive Plan), per the decision of the Commission at the September 7, 2004, Regular Commission meeting; that the initiative is to allow additional density within three of the four new Downtown Zone Districts; that the BOOK 2 Page 1507 09/28/04 2:00 P.M. BOOK 2 Page 1508 09/28/04 2:00 P.M. third initiative is to amend the Community Redevelopment Plan to provide authorization for the expenditure of TIF funds for affordable housing; that the Community Redevelopment Act restricts the expenditure and defines affordable housing in terms of housing which benefits low and moderate income residents; that the Community Redevelopment Act also restricts expenditures on affordable housing to persons who are residents of the Community Redevelopment Area; that the State Statute does not provide a definition for low and moderate income housing; that adopting by reference the definition previously utilized in the Affordable Housing Trust Fund Ordinance was considered sensible. Assistant City Attorney Fournier further stated that the Community Redevelopment Act does not provide a definition for affordable housing; that an attempt was not made to define the term in the proposed Resolution; that the language restricting affordable housing to benefit low and moderate income residents of the area will likely suffice; that the CRA can define the term in the context of each project or expenditure; that the proposed Resolution does not include a definition for affordable housing; that the State Statute allows the expenses for affordable housing on either owner-occupied housing or rentals. Vice Chair Servian asked for clarification regarding defining affordable housing for each project. Assistant City Attorney Fournier stated that affordable housing could be defined for each project; that the intent was to preserve as much flexibility and latitude as possible since the goal was to constitute a broad authorization for expenditure of TIF funds; that the expenditure of TIF funds must benefit residents of low and moderate income, which is the only restriction included in the proposed Resolution; that the CRA could refine the definition further in the context of a particular activity, project, or expenditure; that the intent was to avoid restricting the CRA at this stage. Member Atkins asked if a definition should be included in the proposed Resolution at this time since the concern is the City will be at the mercy of attorneys and courts if changing the definition on every project. Assistant City Attorney Fournier stated that the concern expressed by Member Atkins is the reason for raising the issue; that the definition can be included in the proposed Resolution if the CRA desires; that the intent was the CRA would have more latitude if left undefined; that affordable housing must benefit low and moderate income residents which is a requirement of the Community Redevelopment Act; that the Affordable Housing Trust Fund Ordinance includes language which ties to the value of the home, which is two and one half times the median individual personal income for the County; that the County's information is updated periodically throughout the ten year period between the US Census; that including the language in proposed Resolution No. 04R-1799 was not considered appropriate but could be included if the CRA desires; that including the language is not considered essential; that the most important language is the affordable housing is for the benefit of low and moderate income residents. Member Atkins stated that the recommendation is including a definition at this time is not essential. Assistant City Attorney Fournier stated that is correct. Member Bilyeu stated that the anticipated language was a definition of low income and moderate income. Assistant City Attorney Fournier stated that definitions exist for low and moderate income in the Affordable Housing Trust Fund Ordinance; that extremely low income is 30 percent or less of the median County income adjusted for family size; that low income is between 30 and 50 percent; that moderate income is between 50 and 80 percent. Member Bilyeu stated that the Affordable Housing Trust Fund was established to enable the City to spend money in the Community Redevelopment Area; that the Affordable Housing Trust Fund Ordinance will ensure guidelines are followed. Assistant City Attorney Fournier stated that a definition exists for purposes of the Affordable Housing Trust Fund Ordinance which also works for purposes of proposed Resolution No. 04R-1799, and is the reason for including the definition. Member Bilyeu stated that condominiums costing $1 million are located in the Community Redevelopment Area; that affordable housing could be considered $300,000; that the proposed Resolution is not driven by less than market value. BOOK 2 Page 1509 09/28/04 2:00 P.M. BOOK 2 Page 1510 09/28/04 2:00 P.M. Assistant City Attorney Fournier stated that the only restriction is for the affordable housing to benefit low and moderate income residents which is consistent with the Community Redevelopment Act; and continued that the section concerning community policing innovations included in the proposed Resolution tracks the statutory definition and also includes code enforcement; that code entorcement was among the items which were specifically discussed at the April 7, 2004, CRA Workshop; that the intent is a greater police presence within the Community Redevelopment Area; that expenditure of TIF funds is allowed for code enforcement efforts within the Community Redevelopment Area; that code enforcement is not mentioned separately or explicitly since included within community policing innovations; that the power to approve the development of community policing innovations is specifically reserved to the local governing body or the City Commission under the Community Redevelopment Act which was to clarify the CRA has no supervisory or administrative control over the police department; that the administrative structure remains the same. Executive Director McNees asked if the term "innovation" is statutory language. Assistant City Attorney Fournier stated yes; that the language "community policing innovations" is in the Community Redevelopment Act; that the section concerning transit operations and facilities included in the proposed Resolution was not originally included in the first draft; that the proposed Resolution first went to the CRA Advisory Board for a recommendation and then on to the Planning Board/Local Planning Agency (PBLP); that the PBLP held a public hearing on September 15, 2004, for a recommendation of consistency with the City's Comprehensive Plan, which was found consistent; that the CRA Advisory Board recommended approval but recommended the addition of transit operations and facilities; that no explicit authorization or prohibition for transit operations and facilities expenditures exists in the Community Redevelopment Act; that the definition of Community Redevelopment activities is considered broad enough to include transit operations and facilities; that discussions were held with David Cardwell, CRA Special Legal Counsel who agreed; that including transit operations and facilities is acceptable at this stage if the CRA approves. Chair Martin asked if facilities include capital expenditures as well as operational expenditures? Assistant City Attorney Fournier stated that facilities are not restricted to capital expenditures in the same manner as the Transit Development Trust Fund; that funds can be used for operational expenses. Member Palmer stated that the CRA did not originally include transit operations and facilities perhaps due the existence of the Transit Trust Fund in the DROD; that the CRA Advisory Board identifying transit operations and facilities as an issue to include is appreciated since the issue is important. Assistant City Attorney Fournier stated that the section concerning public parks and public works projects included in the proposed Resolution will be discussed together; that the section regarding public works projects is for maintenance of existing infrastructure only per the advice received from Attorney Cardwell; that a new capital project must be set out explicitly in the terms of the redevelopment plan; that an implementation matrix exists at the rear of the plan; that all the capital projects which are contemplated within the Community Redevelopment Area are enumerated in the matrix; that Attorney Cardwell's advice was to clarify any specific capital project would have to be listed, which is consistent with the Community Redevelopment Act; that Attorney Cardwell believes expending TIF funds on enhancement of existing public parks is completely permissible. Member Atkins asked if City funds expended in the TIF District can be recouped? Assistant City Attorney Fournier stated that the question has not been previously asked; that the belief is funds expended in the TIF District could not be recouped; however, research will be conducted and a report provided back. Member Atkins stated that having the information would be appreciated; that money should be spread out to the poor people. Assistant City Attorney Fournier stated that an answer will be provided at the next CRA meeting. Member Bilyeu stated that the TIF District expires in 2016; that a certain amount of TIF funds could possibly be earmarked for BOOK 2 Page 1511 09/28/04 2:00 P.M. BOOK 2 Page 1512 09/28/04 2:00 P.M. specific projects; that the importance of development is realized; that the importance of developers coming before the CRA requesting TIF dollars is understood; that the results of the TIF fund will not be known until after 2016; and asked if the CRA would be interested in earmarking TIF funds based on estimates? Chair Martin stated that the unintended consequences would require thought if a formula type approach was used for expenditure of TIF funds; that the idea is worthy of further discussion at some point. Member Palmer stated that the same approach is used in establishing the budget; that the manner in which funds will be expended is examined each year; that the discussion should be continued during preparation of the FY 2005/06 budget; that the CRA Advisory Board can provide advice, which should be included as part of the CRA Advisory Board's work program for FY 2005/06; that the idea is excellent. Member Bilyeu stated that the CRA Advisory Board could begin the task; that the members of the CRA Advisory Board are talented. Chair Martin stated that the TIF funds have been expended primarily for infrastructure support for development which is the reason for expanding the plan; that the concern expressed is many of the requests for TIF funds may come in and a commitment will be made without funding some other projects desired by the CRA. Member Bilyeu stated that earmarking TIF funds based on estimates was actually included in the Community Redevelopment Plan adopted in 1986, entitled the Downtown Sarasota Master Plan for Tomorrow; but was not included in the 2000 amended and restated Community Redevelopment Plan entitled "City of Sarasota Downtown Master Plan 2020"; that the redevelopment process has taken a long time; that the CRA Advisory Board should be charged to research the possibility; that the CRA can consider the possibility at budget time. Member Atkins stated that being alive at this time is pleasing; that he has suffered ramifications concerning the Community Redevelopment Area; that an opportunity is now available for others in need to reap the benefits; that the CRA should do everything possible to help spread the TIF funds around; that the reason the TIF was created has not been satisfied; that the time has come for the rest of the TIF District to receive benefits of the anticipated TIF funds and also to alleviate some of the pressure on the General Fund budget sO the rest of the City making the sacrifice, can receive the fair share; that everyone has paid for the redevelopment taking place in the Downtown; that people have asked the reason for supporting the Community Redevelopment Area; that the results of the TIF District were envisioned; that 15 years later he is present, the TIF funds are available, which he intends to share. Chair Martin stated that the CRA shares the views expressed by Member Atkins; that the proposed Resolution was initiated to share the TIF funds throughout the Community Redevelopment Area; that one issue not addressed in the proposed Resolution is the idea of expenditure of TIF funds for historic preservation; that one idea coming to mind is the historic C.B. Wilson House or some other historic structures which may stand in the way of redevelopment, that some kind of partial funding source might be another tool to pursue another strategic initiative; that the Downtown historic structures are likely as vulnerable to redevelopment pressures as any place in the Downtown; and asked if any CRA members are interested in including historic preservation initiatives as allowed expenditures of TIF funds in the Community Redevelopment Plan? Member Palmer stated yes. Vice Chair Servian stated that exploring the possibility is supported; that the Assistant City Attorney can research the possibility of using TIF funds for historic preservation initiatives; that few historic resources remain. Assistant City Attorney Fournier stated that research can be conducted if the CRA provides direction; that if allowed, historic preservation initiatives can be included as a permissible use of TIF funds; that historic preservation can be added to the proposed Resolution prior to the proposed Resolution going before the Commission. Chair Martin stated that the CRA's consensus is for the Assistant City Attorney to pursue the possibility of including historic preservation initiatives as a permissible use of TIF funds in the proposed Resolution prior to coming before the Commission. On motion of Member Palmer and second of Vice Chair Servian, it was moved to recommend adoption of proposed Resolution No. BOOK 2 Page 1513 09/28/04 2:00 P.M. BOOK 2 Page 1514 09/28/04 2:00 P.M. 04R-1799 to the City Commission subject to consideration of adding historic resources to the Tax Increment Financing funding possibilities. Motion carried unanimously (5 to 0): Atkins, yes; Bilyeu, yes; Palmer, yes; Servian, yes; Martin, yes. 3. REPORT RE: STATUS OF THE NEGOTIATIONS WITH THE ERSA GRAE CORPORATION, THE GOLDEN APPLE DINNER THEATRE, AND THE SARASOTA OPERA = RECEIVED REPORT; ALLOWED AN EXTENSION OF 60 DAYS FOR ERSA GRAE TO COME TO TERMS WITH THE GOLDEN APPLE DINNER THEATRE AND THE OPERA REGARDING THE TERM SHEET (AGENDA ITEM CRA-3) CD 2:27 through 3:26 Chair Martin stated that a report will be provided regarding the status of the negotiations with the Ersa Grae Corporation, the Golden Apple Dinner Theatre, and the Sarasota Opera (Opera) and requested that Staff come forward. John Burg, Chief Planner, Planning and Redevelopment Department, came before the CRA and stated that a summary of the status of the negotiations will be provided; that the report will be based on conversations held with all three parties; that Staff has been in attendance at some of the negotiation meetings; however, not all; that salient points will be addressed sO the CRA will have an idea of the status of the negotiations; that four meetings were held and numerous communications have taken place between the parties; that meetings were held on July 27, 2004, August 18, 2004, and two meetings were held on September 22, 2004; that subsequent to the CRA's approval of the Term Sheet with Ersa Grae on June 30, 2004, the Opera hired a consultant to examine many of the Opera's long term needs, which was a major effort consuming a fair amount of the Opera's time; that the consultant produced a significant report; that the report covers an ideal long term plan for the Opera; that the report also covers funding capacity; that the Opera's long term needs were addressed over a short period of time; that the meeting held on the morning of September 22, 2004, was held with Ersa Grae representatives, the Opera, as well as City Staff; that the meeting provided a review of the general structure of Ersa Grae's agreement with the City as indicated in the Term Sheet; that financing of the project was reviewed; that many questions arose regarding the role of Tax Increment Financing (TIF); that as a result, the Opera gained a view of the general framework of the potential deal which could develop through a partnership with Ersa Grae. Mr. Burg continued that the process concerning large development projects is incredibly complex; that TIF is extremely complicated; that sufficient time to assimilate information to become part of a longer term plan is necessaryi that the Opera has gained an understanding of the potential partnership with Ersa Grae; that the Opera indicated at the conclusion of the meeting a decision will be required regarding if the general parameters of the partnership are in the best long term interests of the Opera; that one decision before the Opera is the partnership with Ersa Grae; that the other decision is the manner in which the Opera will meet long term needs if the needs are pursued independent of the partnership with Ersa Grae; that an afternoon meeting was held on September 22, 2004, with the Opera, the consultants and Ersa Grae's architects; that the architects provided detailed plans of the proposed development; that flexibility and possible changes were addressed as well as inflexibility, that the Opera's consultants will review areas in which flexibility exists to ascertain if the Opera's needs will be met which will fold into the major decision before the Opera; that the Opera will be required to decide if the partnership with Ersa Grae makes sense; that working through many details will be required if the Opera moves ahead with the partnership. Vice Chair Servian stated that working through many details will be required if the Opera moves ahead with the partnership; and asked the timeframe to work out the significant number of details. Mr. Burg stated that the timeframe is not known; however, at least several weeks is anticipated; that the Opera has a not- for-profit Board; that the decision making process is more complex than if one entity or a small group of people were making the decision; that the process of working back to the committees is more time consuming than the actual details. Vice Chair Servian stated that the timeframe is extremely important to the CRA; that Staff may have difficulty determining the timeframe; however, the CRA must be aware of the timeframe sO a proper decision can be made; that a question is if the timeframe could be four to six weeks or six to eight weeks. Mr. Burg stated that the desire is to provide the information to the CRA; however, the timeframe is not known. BOOK 2 Page 1515 09/28/04 2:00 P.M. BOOK 2 Page 1516 09/28/04 2:00 P.M. Chair Martin stated that the Opera must first determine if the partnership with Ersa Grae will serve the Opera's long term needs; that the decision can likely be made soon. Member Atkins stated that the tone and the willingness to make the partnership happen is of more interest; and asked for clarification regarding the timeframe in which the Opera can determine if the partnership with Ersa Grae will serve the Opera's long term needs. Mr. Burg stated that the larger decision concerning the partnership could likely be made in 30 days; that the decision involves only communication. Member Atkins stated that the smaller details could be addressed once the decision is made; that determination of a partnership should not take much more time; that allowing a lengthy timeframe to make the determination is not supported. Chair Martin stated that the willingness of the Opera to partner with Ersa Grae is an issue of concern. Mr. Burg stated that the Opera and Ersa Grae have expended considerable energy and resources toward the issue; that both are eagerly working together with a positive attitude; that many details are involved in large development projects. Member Atkins stated that the willing participation between parties is most important; that finer details are secondary. Executive Director McNees stated that Member Atkins has taken the conversation in an appropriate direction; that defining what will be accomplished is most important; that reaching an agreement in 30 days may seem appropriate; however, 30 days passes by quickly; that the recommendation is to allow a 60 day period which will provide the parties a chance to continue to work; that a strong sense of direction should be provided at the end of the 60 day period; that a 60 day period is considered reasonable; that everyone is expending considerable resources to make the project go forward. V. Peter Schneider, Deputy City Manager, came before the CRA; and stated that 60 days is a more realistic time frame; that the Opera is performing some re-planning based on the September 22, 2004, meeting; that the Opera should be provided the chance to reach an appropriate decision-point; that a shorter time period than 60 days will place the Opera in a difficult position; that the Opera is making a sincere effort to determine if the partnership with Ersa Grae is in the Opera's best long term interests; that the Opera is proceeding in good faith. Chair Martin stated that the recommendation for 60 days is simply to have the Opera come to terms if a partnership with Ersa Grae is desired. Mr. Schneider stated that the Opera should determine after 60 days, if a footprint can be created within the existing parameters which will allow the Opera to meet long term needs. Chair Martin asked for clarification since the appearance is the discussion of a partnership will only just be beginning after 60 days. Mr. Schneider stated that determining if a footprint can be created which will allow the Opera to meet its long term needs is a major step; that a large hurdle will be surmounted if the determination can be made; that a large portion of issues requiring negotiation would be met once the determination regarding the footprint has been made. Chair Martin stated that the additional clarity is appreciated. Executive Director McNees stated that the existing Development Agreement has imposed deadlines for certain things to take place by September 30, 2004; that the recommendation is a 60 day extension to the 90 day period which ends on September 30, 2004. Member Palmer stated that the timeframe is a major concerni that the CRA has indicated to Ersa Grae participation by the Opera and the Golden Apple Dinner Theatre is vital; that the status of the participation and willingness between the parties is not known; that a request was previously made to have representatives from each party present at the meeting; that details can obviously not be provided; however, representatives could have indicated the willingness to move forward; that the effort should cease if the parties are not interested in a partnership; that a significant amount of time has passed; that the desire is to see a parking garage on the property; that another issue exists concerning the Confidentiality Agreement; BOOK 2 Page 1517 09/28/04 2:00 P.M. BOOK 2 Page 1518 09/28/04 2:00 P.M. that clarification regarding the status at the end of the 60 days, if granted, especially concerning the issue of the facilitator to mediate disputed matters and attempt to resolve any differences between the parties is necessary; that 60 days is supported if all parties indicate a willingness and the ability to move forward with a positive result; that the process should start over if the parties have not reached agreement; that providing additional extensions of time is a concern. Member Atkins agreed. Mr. Burg stated that the City developed a Term Sheet during the negotiations with Ersa Grae; that the Term Sheet is short of all the detail included in the Development Agreement; that everyone would have a level of comfort to proceed with additional detail if a Term Sheet level of agreement was reached between Ersa Grae and the Opera and Ersa Grae and the Golden Apple Dinner Theatre. Assistant City Attorney Fournier stated that an agreement, although not necessarily a formal contract, within 90 days was the intent of the approved Term Sheet. Member Palmer asked the expectation in 60 days? Assistant City Attorney Fournier stated that the expectation depends on the motion made and passed by the CRA. Member Bilyeu stated that 90 days was necessary for his wife to determine the desired color for the bedroom; that the situation between Ersa Grae, the Opera and the Golden Apple Dinner Theatre is not simple; that all three parties are negotiating which is sufficient reason to support an additional 60 days; that the CRA was aware the negotiations would not be simple; that negotiations are not simple between two individuals; that the issue is complex; that providing 60 days is supported; that the hope is agreement can be reached sooner. Chair Martin stated that Staff has additional information to report regarding the Confidentiality Agreementi that moving forward with some faith is supported; that everyone is interested in the project moving forward; that some unanswered questions exist which is the reason the CRA does not have full assurance the parties are moving forward with a seriousness of purpose; that the hope is the expected result will occur at the end of the 60 day period. Vice Chair Servian stated that the Agenda item concerns a status report; that no action by the CRA is necessary; that hearing the remainder of Staff's report is requested since a question is the reason agreement has not been reached within the 90 days; that being provided some of the details is requested. Chair Martin agreed; and requested that Staff continue with the status report. Mr. Burg stated that negotiations between the Golden Apple Dinner Theatre and Ersa Grae will be discussed; that an impasse was hit early on in the process; that the Golden Apple Dinner Theatre requested a Confidentiality Agreement with Ersa Grae; that the Developer felt uncomfortable with a Confidentiality Agreement since the desire was for the ability to come back to the CRA and at a minimum explain and put the offer on the table sO the CRA could judge if the proposal was fair and in fact Ersa Grae was negotiating in good faith; that the Golden Apple Dinner Theatre felt bringing the offer on the table for the CRA to judge was not appropriate since third party negotiations are not subject to Florida's Government in-the Sunshine Law; that the Golden Apple Dinner Theatre's position is to have the offer remain confidential; that the Developer recalled the Request for Proposal (RFP) included transparency language indicating pro formas and everything relative to the proposal must be open and available for inspection by the public; that the Developer basically has an uncomfortable feeling regarding the Confidentiality Agreement; that the impasse has continued; that one meeting was held on July 13, 2004; that several communications took place; that Ersa Grae has provided the Golden Apple Dinner Theatre with drawings and has submitted a proposal; however, nothing has taken place with the proposal due to the impasse relating to the Confidentiality Agreement. Mr. Burg continued that in the last week the Developer has indicated a willingness to sign the Confidentiality Agreement; however, only if the CRA approves; that the Developer requests the City's direction concerning the Confidentiality Agreement; that the Developer will sign the agreement and proceed if supported by the CRA. Chair Servian asked if the deal is off if the CRA does not support the Confidentiality Agreement? BOOK 2 Page 1519 09/28/04 2:00 P.M. BOOK 2 Page 1520 09/28/04 2:00 P.M. Mr. Burg stated that the question must be posed to representatives of the Golden Apple Dinner Theatre. Member Atkins stated that the Assistant City Attorney's opinion regarding the Confidentiality Agreement is requested which would be the basis of his decision. Chair Martin stated that knowing the parameters of the Confidentiality Agreement would be helpful. Assistant City Attorney Fournier stated that the proposed Confidentiality Agreement has not been seen; that three issues are before the CRA; that the first issue is the extension of time which the CRA has discussed to some extent; that the expectation for whatever extension may be granted should be indicated in the motion made by the CRA; that 90 days was indicated to have an agreement; that the extension is assumed for the same purpose if desired by the CRA; that 13 items must be accomplished in the approved Term Sheet prior to the execution of the Development Agreement; that the agreement with the Opera and the agreement with the Golden Apple Dinner Theatre are only the first two Conditions Precedent to Development Agreement; that the extension is also correspondingly backing up the date for completion of the Development Agreement; that the second issue is appointment by the CRA for a person to facilitate future negotiations which will require consent from the Golden Apple Dinner Theatre or the Opera; that Ersa Grae has already given consent under the Term Sheet; that Paragraph 28 (a) under Conditions Precedent to Development Agreement indicates the following: the Developer shall allow the CRA to designate a representative to act as a facilitator who shall mediate disputed matters and attempt to resolve any differences which have impeded the parties' ability to reach agreement. Assistant City Attorney Fournier continued that the third issue is the Confidentiality Agreement; that the parameters cannot be addressed since the Confidentiality Agreement has not been seen; that the assumption is the desire is for all counter offers and all negotiations to remain confidential; that the parties would want the specific terms and conditions to remain confidential if an agreement was executed; that if an agreement was successfully negotiated, ultimately, the consideration paid for the property would be a matter of public record due to documentary stamps on the Deed of Conveyance; that the assumption is the Golden Apple is requesting confidentiallty as to every other aspect of the transaction. Assistant City Attorney Fournier referred to the September 17, 2004, letter to the CRA from Ali Ebrahimi, President, of Ersa Grae, regarding Plaza Verdi, included in the Agenda backup material; and further stated that the letter indicates the following: We are requesting the CRA's direction as to whether we may properly enter into the Confidentiality Agreement. Assistant City Attorney Fournier stated further that the language is not considered as the CRA giving its permission or conferring any authority upon Ersa Grae to enter into the Confidentiality Agreement; that the language is considered a request to know whether or not the CRA has any objection to Ersa Grae entering into the Confidentiality Agreementi that three considerations exist with respect to the Confidentiality Agreement: 1) the Term Sheet, 2) the Florida Statutes; and 3) pragmatic considerations; that pragmatic considerations may be driving Ersa Grae's request to the CRA; that the Term Sheet does not prevent the execution of the Confidentiality Agreement; that a Confidentiality Agreement was not contemplated during the time the Term Sheet was being discussed or negotiated; that the relevant provisions of the Florida Statutes would be the Florida's Government-in-the-Sunshine law and the Public Records Act; that the pragmatic considerations include Ersa Grae's desire to be in a position to show negotiations have proceeded in good faith. Assistant City Attorney Fournier stated that during meetings and discussions with Ersa Grae, some people came forward and explicitly implied Ersa Grae was not interested in the expanded plan which involved the Opera and the Golden Apple Dinner Theatre and was only interested in the smaller plan; that the implication was the large plan was the draw and ultimately, Ersa Grae would end up doing the smaller plan; that Ersa Grae desires to be in a position to defend themselves if the same allegations arise; that Ersa Grae desires to act in good faith; that the Confidentiality Agreement will preclude Ersa Grae from doing so; that the CRA must be aware of the practical concern in advance; that the discussion concerning the Confidentiality Agreement can BOOK 2 Page 1521 09/28/04 2:00 P.M. BOOK 2 Page 1522 09/28/04 2:00 P.M. be broken down into two parts; that the first part would be without the participation of the facilitator and the second part would be with the participation of the facilitator; that the negotiations without the participation of the facilitator will be far less problematic; that Florida's Govermment-in-the- Sunshine law applies to collegial bodies, which is to boards and commissions whether elected or functioning as advisory boards; that Florida's Government-in-the-Sunshine law can apply to individuals in limited circumstances such as if someone is not supposed to be a go-between between individuals members, or if a legislative body delegates legislative authority to an individual; that by in large, Florida's Govermment-in-the- Sunshine law is intended to apply only to boards and commissions and is to preserve public access to the entire deliberative process from beginning to end. Assistant City Attorney Fournier continued that the reason the Florida's Government-in-the-Sunshine law is believed not to apply is since the CRA has no decision to make with respect to the essentially private contract between the Golden Apple Dinner Theatre and Ersa Grae; that the CRA has no right of approval of the contract or any particular term of the contract; that the transaction is private; that Ersa Grae desires to know as a practical matter if the CRA will object due to the desire to be informed of the details of the negotiations and offers or if the CRA is willing to forego receiving the information; that Florida's Government-in-the-Sunshine law is not considered a problem if a facilitator were to be appointed; that the Public Records Act defines a public record essentially as any document whether written correspondence, tape, photograph, or material of any nature which is generated or received pursuant to law, ordinance, or in connection with a transaction of official business of the agencyi that the CRA is an agency subject to the Public Records Act; that a public record will exist if a facilitator designated by the CRA participates in any negotiations which are private and the facilitator makes or receives any written documentation; that the facilitator would have to go to the meetings and not receive or generate any correspondence; that any correspondence generated or received would be public record; that given the position of the Golden Apple Dinner Theatre very little substantive discussion has taken place to date since the discussion has been centered around the execution of the Confidentiality Agreement; that the Golden Apple Dinner Theatre may not be quite ready to have a facilitator take part in the negotiations; that the Golden Apple Dinner Theatre may be able to move forward without a facilitator if informed the CRA did not have objections to the execution of the Confidentiality Agreement. Vice Chair Servian stated that a choice may not be available regarding the facilitator; that the Term Sheet indicates the CRA would appoint a facilitator if agreement was not reached in 90 days. Assistant City Attorney Fournier stated that not appointing a facilitator is not being suggested; that the facilitator would be required to attend meetings; that in the case in which a Confidentiality Agreement exists, the parties need to be aware those documents being generated or received by the facilitator are official CRA business regardless as to if the facilitator is someone in the City's employ, an outside person hired or a City official. Vice Chair Servian stated that public dollars are involved in the transaction in some wayi and asked for clarification regarding the use of TIF funds in the project and the effect on the Confidentiality Agreement? Assistant City Attorney Fournier stated that the Developer is expending the TIF funds; that the critical inquiry is what the TIF funds will be expended on; that the TIF funds will certainly not be expended on anything which is to the private benefit of the Opera or the Golden Apple Dinner Theatre, except to the extent the patrons of the facilities will be on the same footing as the general public and able to use the public parking spaces. Vice Chair Servian stated that the TIE funds are for specific items; that a concern is the Developer will use the additional dollars as leverage to be able to pay more for the Golden Apple Dinner Theatre or the Opera or have more dollars available for the negotiation; that the public perception of keeping transactions confidential when public dollars are being used is a concern. Assistant City Attorney Fournier referred to the Term Sheet included in the Agenda backup material; and stated that Paragraph 26, CRA Financial Obligation, describes the type of payments which are all for public improvements; that the improvements have not been specifically defined but will all be BOOK 2 Page 1523 09/28/04 2:00 P.M. BOOK 2 Page 1524 09/28/04 2:00 P.M. for the public parking spaces, and activity taking place in the public right-of-way and the public park. Vice Chair Servian stated that if for example, $1 million is given to the Developer to invest in the project and the developer takes another $1 million to increase the value of one of the entities involved in the partnership a public perception is created of using public dollars; that transparency is important if dealing with public/private partnerships; that transparency of transaction should exist; that the point can be argued on both sides since business confidentiality agreements are dealt with all the time in the private sale of businesses; however, no one is asking a municipality to put forth dollars to invest in the projects. Assistant City Attorney Fournier stated that the point is fair and is a valid reason to object to the execution of the Confidentiality Agreement; that the point may not rise to the legal reason but is understood. The following interested person came forward: John Tylee, Executive Director, the Downtown Partnership of Sarasota (Downtown Partnership, 1818 Main Street (34236), distributed and referred to a Downtown Partnership Statement to the CRA regarding the Plaza Verdi Project; and stated that the Plaza Verdi project must succeed; that a successful project will lead major benefits to the Downtown and to the community far beyond the project and far beyond the Downtown; that the negative impact on the Downtown and the community will be significant if the project fails to proceed; that the project has a tremendous amount of assets which are listed in the statement provided; that the last two points of the statement will be emphasized; that a third failed development process for the site would have a significant dampening effect on the economy and the momentum of all the Downtown and throughout the community; that the Downtown Partnership supports the request for an extension of time to finalize negotiations and also requests all parties to the negotiations keep in mind the synergies in the project; that the total benefit to the community is far greater than the sum of the benefits to each of the individual negotiating parties. Assistant City Attorney Fournier stated that Charles Bailey Jr., law firm of Williams, Parker, Harrison, Dietz & Getzen, counsel for Ersa Grae, brought two items to his attention for which clarity will be provided; that Vice Chair Servian indicated the CRA is required under the Term Sheet to designate the facilitator; that he agreed since the understanding of designating the facilitator if the parties did not reach an agreement was clear based on the discussion at the June 30, 2004, Special CRA meeting; that the language in the Term Sheet is permissive more than mandatory; that Paragraph 28 (a) under Conditions Precedent to Development Agreement indicates the following: the Developer shall allow the CRA to designate a representative to act as a facilitator who shall mediate disputed matters and attempt to resolve any differences which have impeded the parties' ability to reach agreement. Assistant City Attorney Fournier stated that Ersa Grae is giving consent to allow the CRA to designate a representative as a facilitator; that Attorney Bailey is correcti that the language is permissive; that based on the language in the Term Sheet the CRA could decide not to designate a representative or to wait; that the 90 day deadline was to trigger the Developer to come back and indicate readiness for appointment of a facilitator if necessaryi that technically, under the terms of the Term Sheet, the 90 day deadline was not really a deadline to reach the agreement; however, as a practical matter, is a deadline to reach agreement since the Developer was to come back if an agreement was not reach in 90 days. Chair Martin stated that the frustration is the status report is being received at the end of the 90 day period; that the stumbling blocks existed several months ago, such as the Confidentiality Agreement; that the reason the CRA was not made aware of the stumbling blocks is not known; that having to set another deadline is frustrating; that the CRA will require some reporting on a regular basis over the time of the extension if the will of the CRA is to grant another extension; that the CRA should be aware if substantive discussions are taking place and the parties are moving forward willingly; that continual assurance is desired. Member Palmer stated that the views expressed by Vice Chair Servian regarding public perception are shared; that the public perception the City is giving dollars to developers has been a BOOK 2 Page 1525 09/28/04 2:00 P.M. BOOK 2 Page 1526 09/28/04 2:00 P.M. continual problem; that dollars are not being given to developers; that the City is partnering with Developers for public improvements for the community, such as improvements to Selby Five Points Park or improvements to the infrastructure for the Plaza Verdi project on Palm Avenue, the alley, etc., that the City is not giving the Developer anything; that the perception should not continue; that having all three parties in the Chambers audience is respectfully requested; that prior to voting, a request is to have representatives from each party inform the CRA of the willingness to negotiate. Chair Martin stated that the issue of having the representatives present was previously discussed; that the majority decision was to have the discussion only among the CRA; that Staff has represented to the CRA the willingness of the partners; and asked if the CRA will consider changing the original decision? Member Palmer stated yes. Vice Chair Servian stated no. Member Atkins stated that only a 30 day period of time would have been supported if he was aware nothing would happen within the 90 day period; that hearing from the parties is not necessary; that the preference is for the parties to move forward and reach an agreement; that the CRA and the project can then move forward; that otherwise, time is being wasted; that some decision must be reached as soon as possible; that 60 days to reach an agreement is not necessary; that 30 days is sufficient; that the parties will either reach agreement or will not. Assistant City Attorney Fournier stated that the CRA can decide to extend the time for negotiations or can advise the CRA has no objections to Ersa Grae entering into the Confidentiality Agreement; that prior to appointing the facilitator the CRA must know if the Golden Apple Dinner Theatre or the Opera are in accord; that the CRA can take action on the extension of time and the Confidentiality Agreement without hearing from the Golden Apple Dinner Theatre and the Opera; that the CRA will have to know if the Golden Apple Dinner Theatre and the Opera will consent to the facilitator. Member Bilyeu stated that the Confidentiality Agreement between the Golden Apple Dinner Theatre and Ersa Grae and the extension to 60 days are supported; that Staff has indicated the parties are moving forward; that a facilitator is not necessary; that the views expressed by Assistant City Attorney Fournier provide a feeling of comfort; that providing the parties with an extension of 60 days is supported; that moving in an alternative direction will be necessary if an agreement is not reached in 60 days. Chair Martin asked for a motion. On motion of Member Bilyeu, it was moved to allow Ersa Grae a 60 day extension of the terms of the Term Sheet and to grant the Community Redevelopment Agency's acceptance of the ability of the Golden Apple Dinner Theatre and Ersa Grae to enter into a Confidentiality Agreement. Motion died for lack of a second. Vice Chair Servian stated that dividing the question may be simpler and more appropriate. On motion of Vice Chair Servian and second of Member Atkins, it was moved to allow a 30 day extension for Ersa Grae to come to terms with the Golden Apple Dinner Theatre and the Opera regarding the Term Sheet. Vice Chair Servian stated that 30 days is considered an appropriate period of time for all three parties to be able to move forward and to agree in principle as to the direction of the project. Member Palmer stated that she is sorry the CRA did not allow the parties to speak; that waiting 60 days would not be necessary if the parties could indicate interest in continuing negotiations at this time; however, the motion will not be opposed; that 30 days may not be sufficient time to address all the details; that the understanding is the parties will come back in 30 days and indicate the willingness to work together. Vice Chair Servian stated that the intent of the motion is to allow a 30 day extension for Ersa Grae to come to terms with the Golden Apple Dinner Theatre and the Opera regarding the Term Sheet. BOOK 2 Page 1527 09/28/04 2:00 P.M. BOOK 2 Page 1528 09/28/04 2:00 P.M. Member Palmer stated that the understanding is the parties will come back with term agreements and will basically inform the CRA of the intent to work together to finalize the deal or not; that the desire is for the parties to inform the CRA at this time. Assistant City Attorney Fournier stated that given the language existing in the Term Sheet, the intent of the motion must be clear; that the motion should indicate if the parties are to report back in 30 days or if in 30 days if there is no agreement, the deal is off; that in the Term Sheet, the Conditions Precedent to Development Agreement indicate the Developer shall enter into an agreement with the Golden Apple Dinner Theatre and the Opera. Vice Chair Servian stated that in 30 days the parties should come before the CRA with an agreement; that the City has been addressing redevelopment with the property for a long time; that 90 days was considered sufficient at the time the CRA made the decision regarding the Plaza Verdi project; that an additional 30 days should be sufficient time; that the project will not move forward if agreement is not reached in 30 days; that approving additional extensions for another year will not be supported. Assistant City Attorney Fournier stated that the existing Term Sheet allows the CRA to designate the facilitator at the end of the 30 days; that the motion must be Clear as to if a facilitator will be designated at the end of 30 days; that otherwise, no facilitator will be appointed. Member Bilyeu stated that allowing 60 days is considered reasonable; that having the deal fail after everyone has worked hard over a 30 day period would be extremely disappointing; that Staff and Attorneys have expended significant time toward the project; that to possibly lose the deal in 30 days is a concern; that negotiations regarding large projects require a significant amount of time. On motion of Member Bilyeu and second of Member Palmer, it was moved to amend the main motion to strike the 30 day time period and replace it with a 60 day time period. Member Bilyeu stated that the hope is fellow CRA members will allow a 60 day extension. Assistant City Attorney Fournier stated that the motion as stated will suffice, however, the maker of the motion could clarify if the desire is to retain the option to appoint a facilitator at the conclusion of the 60 days, or the issue could be voted on separately. Member Bilyeu stated that voting separately on the extension and appointment of a facilitator at the conclusion of the 60 days is supported. Member Palmer stated that allowing 60 days is supported; that 30 days is not considered a realistic timeframe; however, personal frustration regarding the length of time dealing with the issue has been expressed; that the desire is for all three parties to work extremely closely together to reach a resolution; that 30 days is not sufficient; that allowing 60 days is more realistic; that a facilitator is not necessary if agreement is not reached within 60 days; that 60 days is sufficient to ascertain if the parties will come back; that the understanding of the original motion was for the Term Sheet to come back within 30 days; that a sufficient amount of time should be allowed for all the work to be performed; that 30 days is asking for failure. Member Atkins stated that failure has already occurred; that the CRA is now attempting to revive a dead issue; that allowing 60 days for a project in which people do not desire to participate is not desired; that the Term Sheet includes 13 Conditions Precedent to Development Agreement; and asked if all the conditions must be addressed within the 60 day time period? Assistant City Attorney Fournier stated that the two Conditions Precedent to Development Agreement before the CRA at this time are Ersa Grae's agreement with the Opera and Ersa Grae's agreement with the Golden Apple Dinner Theatre; that the remaining 11 Conditions Precedent to Development Agreement must be addressed just prior to the execution of the Redevelopment Agreement. Member Atkins stated that an agreement on two Conditions Precedent to Development Agreement has not been reached in 90 days; that nothing has taken place within 90 days; that 60 more days will be provided to address two Conditions Precedent to Development Agreement; that the motion is not supported. BOOK 2 Page 1529 09/28/04 2:00 P.M. BOOK 2 Page 1530 09/28/04 2:00 P.M. Executive Director McNees stated that the desire is to provide a different perspective. Chair Martin stated that a motion is on the table; and asked from a parliamentary procedure standpoint if the Administration can speak to the issue? Secretary Robinson stated no; that motions are debated by the members of the board, unless a member is requesting further information. Member Bilyeu stated that further clarification is necessary; and requested that the Administration provide further information. Executive Director McNees stated that the City negotiated with Casto-Southeast, the developer for the Whole Foods Centre project for more than one year prior to reaching agreement; that the CRA is requested to consider the Opera's Board of Directors; that the Board of Directors is attempting to resolve the ambiguities of the deal similar to CRA attempting to address issues concerning the Whole Foods Centre project; that the Opera has been working diligently to resolve the ambiguities of the deal and to define needs; that a 30 day extension offers much less likelihood for success than 60 days; that an extension of 60 days is a worthwhile investment. Chair Martin stated that the motion as amended is not supported; that the motion before the CRA at this time is the amendment to the original motion. Secretary Robinson stated that the motion before the CRA at this time is to amend the main motion by striking the 30 day time period and replace it with 60 days. Chair Martin called for a vote on the motion to amend the main motion. Motion carried (3 to 2): Atkins, yesi Bilyeu, yes; Palmer, yes; Servian, no; Martin, no. Assistant City Attorney Fournier stated that the original motion, as understood, was to set the extension to 30 days which would be unlike the Term Sheet as written, and which would be a deadline for Ersa Grae to reach the two agreements with the Golden Apple Dinner Theatre and the Opera; that the motion was amended to 60 days; that the agreement with both parties must be reached in 60 days; that the Term Sheet indicates 90 days for the Developer to come back to report an impasse, at which time the CRA would have the option to appoint a facilitator; that the motion just passed is to direct a 60 day deadline to Ersa Grae to have agreements in place or at least Term Sheets signed with the Opera and the Golden Apple Dinner Theatre. Chair Martin stated that the motion before the CRA at this time is the main motion as amended to allow an extension of 60 days for execution of agreements with the Golden Apple Dinner Theatre and the Opera. Member Palmer stated that requiring a facilitator at the end of 60 days is not part of the motion. Chair Martin called for a vote on the motion as amended. Motion carried (4 to 1): Atkins, yes; Bilyeu, yes; Palmer, yes; Servian, no; Martin, yes. 4. APPROVAL RE: IMPLEMENTATION OF THE PROVISION IN THE TERM SHEET WITH THE ERSA GRAE CORPORATION TO APPOINT A NEGOTIATOR/FACILITATOR TO CONTINUE NEGOTIATIONS IN RESPONSE TO THE REQUESTS OF THE ERSA GRAE CORPORATION TO: A. PROVIDE DIRECTION REGARDING THE ORGANIZATION S ENTERING INTO A CONFIDENTIAL AGREEMENT WITH THE GOLDEN APPLE DINNER THEATRE AND B. GRANT A REASONABLE EXTENSION TO COMPLETE NEGOTIATIONS WITH THE SARASOTA OPERA - DENIED (AGENDA ITEM CRA-4) CD 3:26 through 3:39 Chair Martin stated that the item is to provide direction regarding the Developer entering into a Confidentiality Agreement with the Golden Apple Dinner Theatre. Assistant City Attorney Fournier stated that the CRA has taken action on its own to change the provision to make an extension of 60 days; that Ersa Grae has the option to take advantage of the extended time period; that a two party amendment to the agreement has not taken place; that the CRA has advised 60 more days will be allowed if Ersa Grae desires; that a mutual agreement did not take place. Chair Martin stated that the issue before the CRA is the Confidentiality Agreement in negotiations between Ersa Grae and the Golden Apple Dinner Theatre. BOOK 2 Page 1531 09/28/04 2:00 P.M. BOOK 2 Page 1532 09/28/04 2:00 P.M. Assistant City Attorney Fournier stated that the recommended motion is to either advise the CRA has no objections to Ersa Grae entering into the Confidentiality Agreement or to indicate the CRA's objections regarding the Confidentiality Agreement. Chair Martin asked the will of the CRA regarding the Confidentiality Agreement. On motion of Member Palmer and second of Member Bilyeu, it was moved the CRA indicate no objection to Ersa Grae entering into a Confidentiality Agreement with the Golden Apple Dinner Theatre as long as the Tax Increment Financing (TIF) funds related to the project being requested from the CRA are not involved in any way. Member Palmer continued that the intent is to ensure requests for IIE funds are not involved in any manner in the Confidentiality Agreement. Attorney Fournier stated that placing the comment on the record is fine; however, including the comment in the motion is not necessary since provisions are included in the Term Sheet. Member Palmer, as the maker of the motion, with the approval of Member Bilyeu, as the seconder, stated that the comment regarding the involvement of TIF funds in the Confidentiality Agreement can be struck from the motion. Vice Chair Servian stated that the motion is not supported; that concern of a Confidentiality Agreement would not exist if the agreement was simply a business transaction between Ersa Grae and the Golden Apple Dinner Theatre; however, the business transaction is a City/Develeperfprivate entity partnership; that having a portion of the transaction not transparent is not supported; that explaining the reason one party must keep their business confidential while others involved are willing to have the transaction available to the public would be difficult; that separating dollars in a large pot is difficult; that the manner in which the dollars can be separated and a claim the transaction is transparent is not seen. Member Atkins stated that the motion is not supported; that the transaction should take place above board and expeditiously; that the time already expended toward the project is a personal concern. Member Bilyeu stated that the hope was the CRA would support the Confidentiality Agreement; that time may have likely been wasted if the CRA does not support the Confidentiality Agreement; that the legal aspects of the transaction provided by the Assistant City Attorney provide a feeling of comfort; that the views expressed by Vice Chair Servian are respected; that the agreement between the CRA and Ersa Grae is transparent; that moving forward with the project will be difficult if the CRA does not support the Confidentiality Agreement. Member Palmer stated that the City has entered into other agreements regarding TIF funding such as with the Sarasota Herald-Tribune project and the Whole Foods Centre project; that both have purchased property and have been part of private agreements; that private agreements are common in business transactions; that the CRA has demanded Ersa Grae come up with an agreement with the Golden Apple Dinner Theatre and the Opera or the project will not move forward and the process will start over; that the agreements between Ersa Grae and the parties involved in the project should be developed among themselves; that the agreements will not have any effect on the TIF funds which are being used for public improvements and public purposes; that the issues of concern raised by Vice Chair Servian regarding public perception are understood; however, the reality is the TIF funds initiated through the taxpayers and the property owners having properties in the Downtown are not going to a private developer for any purpose whatsoever;, that the TIF funds are being used for public improvements and activities; that the preference is to avoid having a Confidentiality Agreement; however, a problem is not seen since other developers requesting TIF funds have private agreements which do not come before the CRA. Chair Martin stated that the motion is not supported; that pragmatic issues are a concern; that the views expressed by Member Palmer are understood; that private negotiations may have existed within a project; however, developers have not come forth requesting a Confidentiality Agreement; that private partners can negotiate; that the fact the Confidentiality Agreement is necessary which must be supported by the CRA does not signal a willingness to sit down and be a part of a win-win situation; that the hope is the representatives of the Golden Apple Dinner Theatre will not consider the Confidentiality BOOK 2 Page 1533 09/28/04 2:00 P.M. BOOK 2 Page 1534 09/28/04 2:00 P.M. Agreement a large issue; that the Confidentiality Agreement has unfortunately become a large issue; that the hope is the parties are aware the CRA is fully supportive of the partnership going forward. Member Bilyeu stated that Ersa Grae could possibly enter into a Confidentiality Agreement without the blessing of the CRA. Assistant City Attorney Fournier stated that Ersa Grae does not need the consent or permission from the CRA to enter into a Confidentiality Agreement; that Ersa Grae desired to do the right thing by coming before the CRA and asking if the CRA objects to the Confidentiality Agreement. Member Bilyeu stated that the motion is supported. Chair Martin called for a vote on the motion to express the CRA has no objection to Ersa Grae entering into a Confidentiality Agreement with the Golden Apple Dinner Theatre. Motion failed (3 to 2): Atkins, no; Bilyeu, yes; Palmer, yes; Servian, no; Martin, no. 5. CITIZENS! INPUT CONCERNING CITY TOPICS (AGENDA ITEM CRA-5) CD 3:40 There was no one signed up to speak. 6. ADJOURN (AGENDA ITEM CRA-6) CD 3:40 There being no further business, Chair Martin adjourned the Special meeting of the Community Redevelopment Agency of September 28, 2004, at 3:40 p.m. FAS Ruck dlerfir RICHARD F. MARTIN, CHAIR ATTEST: Blly Rabnson BILLY ES ROBINSON, SECRETARY