June 18, 2018

________________________________________________________________

SPECIAL MEETING

1.

CALL TO ORDER / PLEDGE OF ALLEGIANCE - The special meeting of the City Council was called to order by Mayor John Marchand at 7:00 pm, in the City Council Chambers, 3575 Pacific Avenue, Livermore, California.

1.01 ROLL CALL - Present: Mayor John Marchand, Vice Mayor Bob Woerner and Council Members Robert W. Carling, Bob Coomber, and Steven Spedowfski.

2.

OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE COUNCIL REGARDING SPECIAL MEETING ITEM

MAYOR MARCHAND REORDERED THE AGENDA TO HEAR PUBLIC COMMENT AFTER THE PRESENTATIONS.

3.

MATTERS FOR CONSIDERATION

3.01 Discussion and direction regarding proposals for development of the Downtown commercial and cultural facilities.

Recommended Action: Staff recommended the City Council select development partners for the Downtown commercial retail buildings, black box theater, and science and society center; and adopt a resolution authorizing the City Manager to enter into an Exclusive Negotiating Rights Agreement with each of the selected development partners.

Assistant City Planner Tricia Pontau and Planning Manager Steve Stewart presented the report.

Scott Kenison, Executive Director, Livermore Valley Performing Arts Center (LVPAC), presented an overview of his organization's proposal for the black box theater.

Mike Madden, President, Red Bear Inc., presented an overview of the commercial retail portion of the Unified Vision proposal.

Lisa Tromovitch, President and Producing Artistic Director, Katie Marcell, Managing Director, Shakespeare's Associates, Inc., presented an overview of the black box theater portion of the Unified Vision proposal.

Monya Lane, Board of Directors and CEO of Livermore Science and Society Center, presented an overview of the science and society center portion of the Unified Vision proposal.

Mayor Marchand invited public comment.

Patricia Munro, Livermore, spoke in support of the Unified Vision proposal and Livermore Shakespeare black box theater proposal.

Miranda Munro, Livermore, speaking on behalf of her family, expressed support for the Unified Vision proposal.

Karl Wente, Livermore, expressed support for the Unified Vision proposal and spoke regarding diversity in competition.

Michael Ferrucci, Livermore, commended both proposals and spoke in support of the LVPAC black box theater proposal.

Beth Trutner and Laura Batti, Livermore Shakespeare Festival, speaking on behalf of the Livermore Shakespeare Festival Board, expressed support for their organization's black box theater proposal.

Michael Rice, Livermore Shakespeare Festival, spoke in support of the Livermore Shakespeare black box theater proposal and the organization's collaborative relationships.

David Rounds, Livermore, spoke in support of the LVPAC black box theater proposal and asked questions regarding financial considerations.

Chris Chandler, Livermore Valley Winegrower's Association, spoke regarding collaboration and supported the Livermore Shakespeare black box theater proposal.

David Kent, Livermore, spoke regarding the science center and expressed support for the Livermore Shakespeare black box theater proposal.

Dave Finster, President, Livermore Stockmen's Rodeo Association, expressed support for the Unified Vision proposal.

Beth Wilson, Livermore, spoke in support of the Livermore Shakespeare black box theater proposal.

Donna Blevins, Livermore Shakespeare, spoke in support of the Livermore Shakespeare black box theater proposal.

Tamara Reus, Livermore, spoke in support of the LVPAC black box theater proposal.

Kathy Streeter, Livermore, spoke in support of the Unified Vision proposal and read a statement of support from Paul Brown.

Jay Davis, Livermore, spoke in support of the Livermore Shakespeare black box theater proposal and read a supporting statement from Al Frank.

Karlie Teruya, Livermore Shakespeare college apprentice, spoke in support of the Livermore Shakespeare black box theater proposal.

Tom Ramos, Livermore, spoke in support of the LVPAC black box theater proposal and the importance of leveraging experience.

Clark Streeter, President, Encore Players, spoke in support of the Unified Vision proposal.

Dale Kaye, CEO, Innovation Tri-Valley Leadership Group, spoke in support of the Unified Vision proposal.

Kelly Cousins, Chairman, Education Committee, LVPAC Board, spoke in support of the LVPAC black box theater proposal.

Gabriella Bjorklund, Kelsey Hertz, and Zoe Marcel, Livermore, read a statement from Liz Roberts expressing support for a black box theater.

THE CITY COUNCIL RECESSED FROM 9:06 - 9:16 PM.

Deborah Lagin, Livermore Shakespeare Festival, read a letter in support of the Livermore Shakespeare black box theater proposal.

Rose Ramos read a statement from Dawn and Linda Milanese in support of the LPVAC black box theater proposal.

Jean King, Livermore, Chairman of LVPAC Board, spoke in support of the LVPAC black box theater proposal.

Rachael Snedecor, Executive Director, Livermore Downtown Inc., spoke in support of the Unified Vision and Livermore Shakespeare proposals.

Brent Siler, Livermore, spoke regarding funding for the proposals and suggested forming a new organization to bring the best of both.

Joanne Foy, Vice-President, California Independent Film Festival, Livermore, expressed support for the LVPAC black box theater proposal and spoke regarding transparency in the process.

Katie Sonas, Livermore Shakespeare college apprentice, spoke in support of the Livermore Shakespeare black box theater proposal; and read statements of support on behalf of high school interns.

Joseph Winder spoke in support of the Livermore Shakespeare black box theater proposal and read a statement of support from a Livermore Shakespeare student.

Dawn Argula, CEO, Livermore Valley Chamber of Commerce, spoke in support of the Unified Vision proposal.

Jeff Kaskey, LVPAC Board, spoke in support of the LVPAC black box theater proposal.

Lynn Seppala, Chair, Pacific Chamber Orchestra, expressed support for LVPAC and welcomed the opportunity to work with the organization.

Denise Leddon, Livermore-Amador Symphony and Cantabella Children's Chorus Board of Directors, spoke in support of the LVPAC black box theater proposal.

Nina Meehan, Bay Area Children's Theater, spoke in support of the LVPAC black box theater proposal.

Katherine Kozioziemski, Livermore, spoke in support of the Livermore Shakespeare black box theater proposal.

There were no more speakers.

In response to questions by CM Spedowfski, Ms. Tromovich said detailed financial documents were available and described operating expenses. Regarding funding for the surrounding building, she said the proposal considered shared needs in the building; the overall cost was a little over $8 million dollars and the proposal did not assume the City was building the facility.

CM Spedowfski said the black box theater should succeed or fail on its own and not rely on the City funding; he preferred to see LVPAC's efforts to continue to go into the Bankhead and Bothwell rather than branching out.

In response to questions by CM Spedowfski regarding assumed rental income and a backup plan should there be a tenant vacancy, Mr. Kenison said LVPAC would raise more money through donations. He spoke regarding the estimated performances and seats per performance; and said staffing outlined in the proposal would be an extension of LVPAC's existing staffing designated for the black box. He described plans to raise money and start an endowment.

In response to questions by CM Carling, Ms. Tromovich described her organization's experiences with capital cost issues, saying they had not had the opportunity to take on a large capital campaign.

CM CARLING, SECONDED BY CM SPEDOWFSKI, MOVED SELECTION OF RED BEAR, INC. AS THE COMMERCIAL RETAIL DEVELOPMENT PARTNER; SELECTION OF LIVERMORE SCIENCE AND SOCIETY CENTER AS THE SCIENCE AND SOCIETY CENTER DEVELOPMENT PARTNER; AND AUTHORIZING EXCLUSIVE NEGOTIATING RIGHTS AGREEMENTS WITH EACH OF THE SELECTED DEVELOPMENT PARTNERS.

Mayor Marchand spoke regarding the importance of the revitalization project, saying it was the second most important development since the train station had been built in 1869.

The Council discussed approving a 120-day Exclusive Negotiating Rights Agreement (ENRA) for the retail component of the proposal, while striving to bring back the Development and Disposition Agreement (DDA) within 90 days; and entering into a 9-month ENRA for the LSSC and obtaining clarity on the term sheet. VM Woerner said during the 9-month period of time, potential interface between the retail and LSSC could be clarified in the term sheet. CM Coomber said he wanted to know there would not be an empty building downtown and ensure that there was a good financial base for the proposals.

ON THE AMENDING MOTION OF VM WOERNER, SECONDED BY CM CARLING AND CARRIED ON A 5-0 VOTE, THE CITY COUNCIL VOTED TO LEAVE THE TERM OF THE ENRA WITH RED BEAR AT 120 DAYS, WITH THE GOAL OF RETURNING WITHIN 90 DAYS FOR THE CITY COUNCIL TO CONSIDER A DISPOSITION AND DEVELOPMENT AGREEMENT; AND EXTENDING THE TERM OF THE LIVERMORE SCIENCE AND SOCIETY CENTER AGREEMENT TO 9 MONTHS, DIRECTING STAFF TO RETURN WITH A COMPREHENSIVE TERM SHEET WITHIN THAT TIME PERIOD.

THE MAIN MOTION CARRIED ON A 5-0 VOTE AND THE FOLLOWING RESOLUTION WAS ADOPTED:

Resolution 2018-088 authorizing the City Manager to execute an Exclusive Negotiating Rights Agreement for the negotiation of a Disposition and Development Agreement for cultural facilities and/or commercial uses.

CM Carling expressed appreciation for both black box theater proposals; he said it was difficult to define a black box theater. He expressed concerns regarding LVPAC proposal's raked seating, saying it would limit the space and usability of the theater.

In response to questions by Mayor Marchand, City Manager Mr. Roberts confirmed that the $500,000 of funding from Supervisor Haggerty's office for the center would be available to whichever applicant received approval from the City to create the building rather than a particular proposal.

Mayor Marchand said the City had a partnership with LVPAC due to owning the Bankhead Theater. He expressed concerns regarding donor fatigue and transparency and openness in the partnership; and said the Unified Vision brought together new groups of people who might otherwise never cross paths. He said LVPAC's leadership opposed the Unified Vision and continued to publish full-page ads trying to convince the public to overturn the Council's decision; he did not believe the Council should turn over the second most important project in its history to an organization whose leadership opposed the vision, and said the City needed to work with people who had commitment.

CM Coomber said whoever was approved needed to capitalize the project and asked why the groups couldn't get along. He said the Bankhead management had gotten better over the years and seats were needed to have patrons. He said he was strictly looking at financials.

CM Spedowfski said LVPAC's government committee had reached out to him and he was trying to improve communications. He spoke regarding the his vision for a black box theater, saying either proposal could work, and the Livermore Shakespeare proposal met that vision. He expressed concerns regarding a proposed restaurant over the theater and echoed concerns regarding not putting City money into the black box theater.

In response to questions by VM Woerner, Mr. Roberts said if the proposed restaurant was considered a standalone use, the Stockmen's Association would need to be consulted.

VM Woerner said the City wasn't trying to add retail or build a building unless it met a need for a cultural core. He said financials of the selected entity would be very important; a proposal based on commercial success for viability bothered him because that was not what the City was trying to do.

CM Coomber said his concern was building a building that couldn't be sustained; the Council needed to decide who had the money and proven ability to manage and run the facility. He said to have a good operation people needed to get along.

VM Woerner spoke regarding collaboration and cooperation, saying he hoped donors for both proposals were committed to the idea of a black box theater and not to their particular side being in control.

Mayor Marchand contrasted the LVPAC proposal with what the City had asked for, saying it was fundamental to select a partner that was committed to building the City's vision.

ON THE MOTION OF CM SPEDOWFSKI, SECONDED BY CM CARLING AND CARRIED ON A 4-1 VOTE (CM COOMBER VOTING NO), THE CITY COUNCIL SELECTED LIVERMORE SHAKESPEARE FESTIVAL AS THE DEVELOPMENT PARTNER FOR THE BLACK BOX CULTURAL FACILITY AND ADOPTED THE FOLLOWING RESOLUTION WITH AN EXTENDED AGREEMENT TERM OF 9 MONTHS:

Resolution 2018-089 authorizing the City Manager to execute an Exclusive Negotiating Rights Agreement for the negotiation of a Disposition and Development Agreement for cultural facilities and/or commercial uses.

4.

ADJOURNMENT - at 10:57 pm to a regular City Council meeting on Monday, June 25, 2018 at 7:00 pm, Council Chambers, 3575 Pacific Avenue, Livermore.

APPROVED:

JOHN P. MARCHAND, MAYOR

ATTEST:

SARAH BUNTING, CITY CLERK