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SUPERIOR COURT OF CALIFORNIA
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Apr-11-2012 2.42 pm
Case Number: CPF-11-511452
Filing Date: Apr-11-2012 2:02
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DECLARATION
CITIZENS FOR A SUSTAINABLE TREASURE ISLAND et al VS. CITY Aas)
COUNTY OF SAN FRANCISCO et al
001003571868
Instructions:
Please place this sheet on top of the document fo be scanned.1 | COX, CASTLE & NICHOLSON LLP
Michael H. Zischke, Bar No. 105053
2 | mzischke@coxcastle.com
Andrew B. Sabey, Bar No. 160416 - =
3 || asabey@coxcastle.com F T L E p
555 California Street, 10th Floor Suy prion C ust of California
4 | San Francisco, CA 94104-1513 “
Telephone: (415) 262-5100
5 || Facsimile: (415) 262-5199 APR 1:1 2012
6 |) Attorneys for Real Party in Interest CLERK OF THE COURT
Treasure Island Homeless Development Initiative, Inc. BY Clark
7 Deputy
8 SUPERIOR COURT OF CALIFORNIA
9 COUNTY OF SAN FRANCISCO
10 UNLIMITED JURISDICTION
11
12 || CITIZENS FOR A SUSTAINABLE TREASURE | Case No, CPF-11-511452
ISLAND; and DOES | - 10,
13 DECLARATION OF SHERRY
Petitioners, WILLIAMS IN SUPPORT OF REAL
14 PARTY IN INTEREST TREASURE
vs. JSLAND HOMELESS DEVELOPMENT
15 INITIATIVE’S RENEWED MOTION TO
CITY AND COUNTY OF SAN FRANCISCO by | DISMISS FIRST AMENDED PETITION
16 || and through its BOARD OF SUPERVISORS, FOR WRIT OF MANDATE
PLANNING COMMISSION, MUNICIPAL
17 | TRANSPORTATION AUTHORITY, PUBLIC [Pub. Resources Code §§ 21167, 21167.6.5;
UTILITIES COMMISSION, and the Code Civ. Proc. §§ 389, 1094.]
18 || TREASURE ISLAND DEVELOPMENT
AUTHORITY, INC.; and DOES 11 - 20; Date: May 3, 2012
19 Time: = 1:30 p.m.
Respondents. Dept: 503
20 Judge: The Hon. Teri Jackson
21 | TREASURE SUAND COMMUNI
DEVEL! NT, ; TREASURE ISLAND oe .
» DEVELOPMENT AUTHORITY, INC.; and Filing Date of Action: — July 18, 2011
DOES 21 — 50,
23
24 Real Parties in Interest.
25
26
27
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SAN FRANCISCO, DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION 10 DISMISS1 1, Sherry Williams, hereby declare and state that the following facts are true and correct:
2 1. l have worked with the Treasure Island Homeless Development Initiative (“TIHDI”)
3 | since 1995, and I have been the Executive Director of TIHDI since 1997. As Executive Director, | am
4 | responsible for overall management of TIHDI’s facilities and operations. I am also familiar with, and
5 || have first-hand knowledge of, a broad range of matters relating to TIHDI’s operations, including
6 || finance, program and community development, administration and funding. | am authorized and
7 || competent to make this declaration on behalf of TIHDI based on my own personal knowledge.
8/1 OVERVIEW OF TIHDI
9 2. TIHD1 is a collaboration of eight non-profit organizations, including the Boys & Girls
10 | Club of San Francisco, Catholic Charities Catholic Youth Organization, Community Housing
11 | Partnership, Mercy Housing California (fka Mercy Charities Housing), Rubicon Programs Inc.,
12 | Swords to Plowshares, Toolworks, and Walden House (“TIHDI’s Member Organizations”). TIHDI is
13 | governed by a 7 to 12-member Board of Directors comprised of representatives from TIHDI member
14 | organizations and from occupations such as accounting, banking. architecture and law. TIHDI was
15 | organized to provide exits from homelessness and other assistance for economically disadvantaged
16 | families and individuals through housing, employment, economic development, support services and
17 | opportunities on Treasure Island and Yerba Buena Island. TIHDI is a 501(c)(3) non-profit corporation
18 | and as a regular part of its operations, it receives donations from numerous sources in varying amounts
19 | on an ongoing basis. Donations are the principal source of TIHDI’s funding and TIHD!I relies on a
20 | diverse pool of donors’ contributions to continue its unique operations, including its provision of
21 | services to homeless and economically disadvantaged individuals and its independent planning for the
22 | future development of the islands.
23 3. TIHDI has a negotiated agreement with the City of San Francisco (“City”) to provide
24 | opportunities for homeless persons and low-income individuals and families in the City. TIHDI
25 | primarily works as a broker between TIHDI member organizations and government entities. One of
26 | the government entities with which TIHDI works is the Treasure Island Development Authority
27 | CTIDA”). TIHDI also provides some direct services such as the Job Broker System and the Food
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SAN FRANCISCO DEC. OF SHERRY WILLIAMS JN SUPPORT OF TIHDI'S RENEWED MOTION 10 DISMISS.1 || Pantry. TIHDI has a small staff and is able to collaborate and leverage services by working closely
2 || with TIHDI members, island partners and volunteers.
3] TIHDI?S CURRENT AGREEMENT WITH TIDA WAS REACHED AFTER YEARS
OF LENGTHY NEGOTIATIONS.
5 4. Effective June 28, 2011, TIHDI and TIDA entered into an agreement entitled
6 | “Amended and Restated Base Closure Homeless Assistance Agreement” (hereinafter the “2011
7 | Agreement”). Attached hereto as Exhibit 1 is a true and correct copy of the 2011 Agreement. The
8 | 2011 Agreement was reached after years of negotiations between TIHDI and TIDA. The negotiations
9 || also involved other entities who are not parties to the 2011 Agreement, most significantly Treasure
10 | Island Community Development, LLC (“TICD”). As explained in more detail below, while TICD is
11 | nota party to the 2011 Agreement, it was nevertheless necessary to obtain TICD’s agreement to many
12 | of the deal points in the 2011 Agreement that involved benefits TIHDI would realize. Thus, in many
13 } respects, TIHDI and TIDA were on opposite sides of the negotiating table concerning many aspects of
14 | the 2011 Agreement. Understanding the lengthy history of the negotiations that led to the 2011
15 ] Agreement, and TICD’s role, is critical to understanding TIHDI’s unique interest in ensuring that the
16 | 2011 Agreement remains valid and effective.
17 A. Redevelopment of the Naval Station Treasure Island and TIHDI’s Early Role in
18 the Redevelopment Process
19 5. The 2011 Agreement concerns property that was formerly known as the Naval Station
20 | Treasure Island (“NSTI”), which is located in the City and County of San Francisco. The relevant
21 | portions of the NSTI consist two islands connected by a causeway: (1) an approximately 367-acre
22 | portion of Treasure Island, and (2) an approximately 94-acre portion of Yerba Buena Island.
23 6. In 1993 Congress and the President selected NSTI for closure and disposition by the
24 | Base Realignment and Closure Commission. The United States Department of Defense subsequently
25 | designated the City and County of San Francisco (the “City”) as the Local Reuse Authority (“LRA”).
26 || As the LRA, the City was responsible for the conversion of NSTI under the federal base realignment
27 | process.
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SAN FRANCISCO DEC. OF SHERRY WILLIAMS IN SUPPORT OF ‘HIHDI'S RENEWED MOTION TO DISMISS.1 7. In 1994, the City elected to be governed by a process prescribed by the Federal
2 4 Government in the Base Closure Community Redevelopment and Homeless Assistance Act of 1994
3 || (the “Act”), The Act required the City, as the LRA, to propose a plan for using NSTI resources to
4 | assist homeless persons as part of its preparation of a land use plan for redevelopment of NSTI. More
S | specifically, the Act required the City (as the LRA) to: (i) prepare a proposed legally binding
6 | agreement that provides for the use of buildings, property and other resources on and off NSTI to
7 || assist homeless person in the community, which will become effective after completion of
8 | environmental review under CEQA and NEPA; (ii) prepare information regarding how the draft Reuse
9 | Plan for NSTI addresses homelessness in the community; and (iii) prepare a summary of public
10 | comments regarding the items in (i) and (ii).
11 8. In June 1994, TIHDI was formed for the purpose of utilizing the structural and
12 | economic development resources of NSTI to represent the homeless services community for purposes
13 || of the base realignment process under the Act. In other words, TIHDI was formed to develop the
14 | homeless component of the Reuse Plan for NSTI.
15 B. _—_ TIHDI’s 1996 Agreement with the City
16 9. On November 1, 1995, pursuant to the Act, TIHDI submitted a Notice of Interest
17 | (NOI) to the City (as the LRA) requesting the use of certain buildings on NSTI and proposing
18 || various programs to serve homeless and economically disadvantaged persons.
19 10. In 1996, TIHDI negotiated the terms of an agreement with the City, after which TIHDI
20 | and the City prepared a “Homeless Assistance Submission.” The Homeless Assistance Submission
21 | included an agreement between the City and TIHDI for specific opportunities to assist homeless and
22 }| low-income San Franciscans (the “1996 Agreement”). Attached hereto as Exhibit 2 is a true and
23 || correct copy of a document entitled “Base Closure Homeless Assistance Agreement and Option to
24 || Lease Real Property,” which is the 1996 Agreement.
25 11. On July 25, 1996, the City’s Board of Supervisors endorsed the draft Reuse Plan and
26 } authorized the submission of the draft Reuse Plan and the Homeless Assistance Submission to the
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Department of Defense and the United States Department of Housing and Urban Development
(“HUD”).
12, On November 26, 1996, HUD approved the draft Reuse Plan and the Homeless
Assistance Submission, citing the plan as a model to be followed throughout the country.
13. Among other things, the 1996 Agreement included: TIHDI’s receipt of options to lease
and operate up to 375 units of existing housing on NSTI (see 1996 Agreement, Art. II].A(1)); job
opportunities through a 25% employment set aside for homeless and economically disadvantaged San
Franciscans (see 1996 Agreement, Art. V.A(1)); economic development opportunities for nonprofits
which had enterprises that trained and employed homeless and low income people such as service
contracts and small businesses (see 1996 Agreement, Art. [V); and service spaces to support formerly
homeless residents in supportive housing.
14, In 1997, NSTI was closed. In 1998 the Treasure Island Development Authority
(TIDA”) was created. TIDA replaced the City as the LRA and thereafter served as a single entity
responsible for the redevelopment of NSTI.
Cc TIHDI’s Implementation of the 1996 Agreement
15. Following closure of NSTI, TIHDI in cooperation with its Member Organizations
began to implement the 1996 Agreement (as amended on June 13, 1997) on all fronts. The following
highlight some of TIHDI’s efforts toward implementation of the 1996 Agreement:
© Service Contracts. In 1997, the City entered into service contracts with TIHDI members
Toolworks & Rubicon Programs for janitorial and landscaping services respectively.
« Housing Development Program. In 1998, TIHDI began its housing development program
and selected its first housing “pioneers.”
¢ Job Broker System. The TIHDI Job Broker System was developed and began referring
candidates for jobs on the island. Hundreds of people have been placed in temporary, short
term and permanent jobs on the island as a result of this program.
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Renovation of existing housing units. In 1999, TIHDI and its members’ first 86 housing
units were renovated and occupied. More units came on line in 2000 and 2002 making a
total of 196 units.
TIHDI-TIDA Sharing Agreement. In 1999, under a separate agreement, TIDA subleased
766 units to the John Stewart Co. for lease to the general public. TIDA and TIHDI
negotiated and entered into a “Revenue Sharing and Consent Agreement” (hereinafter the
“Sharing Agreement”), a true and correct copy of which is attached hereto as Exhibit 3.
The Sharing Agreement provided TIHDI would receive a percentage rent (8.49%) from the
income distributed to TIDA from the John Stewart Co for allowing them to “borrow” some
of TIHDI’s units. In exchange, TIHD] received income generated from the units and
TIHDI had the right to have the units turned over to it, in move in condition, within seven
years. In 2007, 54 residential units previously in the market rate housing provider's
portfolio were turned over to TIHDI under TIHDI’s aforementioned Sharing Agreement
with TIDA, bringing TIHDI’s portfolio to 250 units.
TIDA-TICD Negotiations. In 2003 TIDA also entered into an Exclusive Negotiating
Agreement with TICD, a private developer. TIHDI then began meeting with TICD and
TIDA to negotiate its opportunities in the long term development of the island. These
negotiations involved addressing TIHDI’s opportunities in its four major areas: housing,
employment, economic development and services.
Joint Venture with Wine Valley Catering/Toolworks. In 2008, TIHD] developed a joint
venture with Wine Valley Catering and Toolworks to create job opportunities in the
catering industry for low income San Franciscans.
Youth Programs. \n 2009, TIHDI created the Youth Empowerment Program, Boulevard
for Success, with the Boys & Girls Club and Catholic Charities CYO.
Technology Center. In 2010, TIHDI established a Tech Center offering computer classes
and tech support as part of island wide WIFI program to “cross the digital divide.”
DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI’S RENEWED MOTION TO DISMISS1 16. Accordingly, not only was TIHDI expressly created to develop the homeless
2 | component of the Reuse Plan for NSTI, but from the very beginning of NSTI’s closure, TEHDI was
3 | actively involved in shaping NSTI’s redevelopment.
4 D. The Fruits of TIHDI’s Extensive Negotiations
5 17. During this same period (between closure of NSTI and the 2011 Agreement), the
6 | TIHDI and TIDA continued to negotiate certain aspects of their agreement, which were occurring in
7 | conjunction with TIDA’s negotiations with TICD pursuant to the Exclusive Negotiating Agreement
8 || discussed above. Among other things, TIHDI’s and TIDA’s negotiations covered the following
9 | topics:
10 (i) Developable pads and replacement units. The 2011 Agreement provides that TIDA
11 | will lease to TIHDI (or a member organization) sufficient lots to support the development of 435
12 | units. Of this 435 units, 250 new units will replace 250 of TIHDI’s existing units. 2011 Agreement,
13 | §1B.2e).
14 (ii) The amount of the subsidy that TIHDI would receive for its replacement units.
15 | Under the 2011 Agreement, TIHDI receives a minimum subsidy of $12,750,000 for the vertical
16 | construction of replacement units (i.e., newly-constructed units that will replace existing TIHDI units
17 | (total of 250), at $51,000 per unit). 201] Agreement, § 1.B.4(b). For every “Market Rate Unit”
18 | developed, TICD will contribute $17,500, as discussed in the Housing Plan (Exhibit C to the 2011
19 | Agreement and attached hereto as Exhibit 4). See generally 2011 Agreement, § 1.B.4(b). If the
20 | approval of the 2011 Agreement was set aside, and negotiations reopened, it is foreseeable that a party
21 | would seek to renegotiate the amount of the subsidies currently provided by the 2011 Agreement.
22 (ili) The replacement schedule for the existing units. See generally 2011 Agreement,
23 | § L.B.2(b) (“The Housing Plan and Phasing Plan are designed to ensure that the Authority Housing
24 | Lots and the Authority Units are developed in general proportion to the Market Rate Lots and the
25 | Market Rate Units, and that they are integrated into the Project.”), TIHDI’s interest here was to
26 | ensure that at least a portion of its existing units that were to be torn down and rebuilt were included in
27 | every phase of construction, rather than development of these units being postponed to later phases of
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SAN FRANCISCO DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI’S RENEWED MOTION TO DISMISS.1 | development. [f the approval of the 2011 Agreement was set aside, and negotiations reopened, it is
2 | reasonably foreseeable that a party would seek to renegotiate the replacement schedule for the existing
3 | units.
4 (iv) The development schedule for its new units. For the same reasons as subsection
5 |] (ili) above, TIHDI had an interest in ensuring that new affordable housing units (as distinct from
6 | existing ones) were included in every phase of, and were integrated into, the Project. And like the
7 | existing units, if approval of the 2001 Agreement was set aside, it is reasonably foreseeable that a
8 | party would seck to renegotiate the development schedule for new units.
9 (v) The terms of the sharing agreement through development. It was important to
10 j TIHDI that it would continue to receive income from its units until they were replaced. It is
11 | reasonably foreseeable that a party could seek to renegotiate this aspect of the agreement should
12 } approval of the 2011 Agreement be set aside.
13 (vi) Location of affordable housing units. As discussed, it was important that the
14 | location of affordable housing units were integrated into every phase of the Project, rather than all the
15 | units being concentrated in a small area. If the project approvals are not upheld, and as a result, a new
16 | housing plan is created, it is reasonably foreseeable that the location of the affordable housing units
17 || would potentially need to be renegotiated.
18 (vii) Affordable housing financing assumptions. It is difficult to calculate, and then
19 | achieve consensus on, the financing assumptions that are used for projects involving affordable
20 || housing. Essentially, there is a “gap” between the cost of developing an affordable housing unit and
21 | the affordable housing financing available for that unit. The financing assumptions are derived from
22 | efforts to bridge that gap. Naturally, it is foreseeable that these financing assumptions would
23 | potentially need to be renegotiated if the approval of the 2011 Agreement is set aside.
24 (viii) The selection of TLHDI housing providers in redevelopment. THIDI has an
25 | interest in maintaining control over the providers of affordable housing for the Project, the main goal
26 }| being to ensure that TIHDI’s member organizations have a fair opportunity to compete for the
27 | provision of affordable housing. The 2011 Agreement provides TIHDI with this control. See 20/1
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SAN FRANCISCO DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION TO DISMISS1 | Agreement, § 1.B.6. If the approval of the 2011 Agreement was set aside, and negotiations reopened,
2 | itis reasonably foreseeable that a party would seek to renegotiate this provision.
3 (ix) Criteria for TIHDI housing lots. TIHDI’s ability to compete for tax credit
4 | financing, a critical aspect of affordable housing, is influenced by the proximity of the affordable
5 | housing units to community services, such as public transportation, grocery stores, and schools.
6 | TIHDI thus has a direct interest in choosing the location of affordable housing units. If the approval
7 | of the 2011 Agreement was set aside, and negotiations reopened, it is reasonably foreseeable that a
8 | party would seek to renegotiate the current location of affordable housing units.
9 (x) The Transition plan for current residents. TIDA and TICD intend to phase
0 | development of the Project so that new housing for current TIHDI residents can be built on NSTI
11 | before demolition of the current residents’ existing structures. As part of this process, TIHDI and
12 | TIDA negotiated a Transition Housing Plan (attached as Exhibit E to the 2011 Agreement), which
13 | describes, among other things, the obligations of TIHDI’s housing providers to assist TIHDI members
14 | move from their existing residences to new residences.
15 (xi) Job opportunities program. The 2011 Agreement incorporates a “Jobs and Equal
16 | Opportunity Program” (the “Program”) (Exhibit F to the 2011 Agreement and Exhibit P to the TIDA-
17 | TICD Disposition and Development Agreement). Attached hereto as Exhibit 5 is a true and correct
18 || copy of the Program. Among other things, the Program creates economic development opportunities
19 | and related support for TIHDI residents and member organizations. Implementation of the Project
20 | will yield an estimated 2,000 new construction jobs annually, and 3,000 new permanent/temporary
21 | non-construction jobs. The Program establishes a goal that 25% of all construction work (see
22 | Program, § 2.2) and 25% of permanent, non-construction jobs (see Program, § 2.3) will be performed
23 || by qualified homeless or economically disadvantaged persons.
24 (xit) Funding for the job broker program. The Program also contains provisions for
25 || job training and workforce development. TICD agreed to contribute $3.8 million to fund the Program.
26 || See Program, § 9.1. If the Project approvals are not upheld, TIHDI risks losing this funding, or
27 | potentially having to renegotiate the amount of the funding.
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SAN FRANCISCO DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI’S RENEWED MOTION TO DISMISS1 (xiii) Economic development opportunities for social enterprises that train and employ
2 || economically disadvantaged San Franciscans. The Program contains numerous other provisions to
3 | assist TIHD] in supporting economically disadvantaged persons. F.g., Program, §§ 6,7. For
4 | example, the Program provides gives TIHDI member organizations the exclusive right to propose
5 j certain development opportunities on properties owned by the TIDA, which could include a multi-
6 | purpose conference center, a coffee shop or café, catering services, operation of the bicycle lending
7 || library, operation of a “warming hut,” and event recycling and residential recycling education
8 | program. Program, §§ 7.1, 7.2. The Program also provides for the right of first offer for service
9 | contracts with TIDA, TIHDI and TICD. Program, § 6.1(a). These services are businesses that are
10 | operated by non profit social enterprises who train and employ homeless and very low income people
11 ] for janitorial, landscaping and property management services. Program, § 6.1(b), (c). Many of these
12 || service contracts exist today and are renewed annually. The 2011 Agreement thus guarantees that the
13 | right of first refusal on these existing contracts will continue to exist when the contracts come up for
14 | renewal, as well as ensure that the right of first refusal will exist as to new contracts that are generated
15 | asaresult of development. These benefits are put at risk if the Project approvals are not upheld.
16 (xiv) Space for community service facilities. Under the 2011 Agreement, TIHDI has
17 | the exclusive right to negotiate to lease space controlled by TICD for: (a) administrative office space
18 | ofup to 2,500 square feet; and (b) 9,500 square feet of general social services space. See 20/1
19 || Agreement, § 11.3. TIHDI will not pay rent for these spaces to the extent TIHDI (or its member
20 || organizations) use it to provide direct services on Treasure Island. If the Project approvals are not
21 | upheld, TIHDI risks losing this benefit, or potentially having to renegotiate it.
22 18. The above benefits have an estimated value exceeding $82.3 million to TIHDL, its
23 || member organizations and their constituents.
24 E, Approval of the 2011 Agreement
25 19. Consistent with TIHDI’s lengthy and extensive involvement in the redevelopment of
26 | NSTI, TIHDI actively participated in the public hearings leading up to the approval of the Treasure
27 | Island/Yerba Buena Island Plan, including the 2011 Agreement. On April 21,2011, TIDA and the
28 || Planning Commission of the City and County of San Francisco held a public hearing to consider
LAW OFFICES OF
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SAN FRANCISCO DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION TO DISMISS.1 | approval of the Final Environmental Impact Report for the Project. Many representatives of TIHD1
2 | attended the public hearing and some spoke in favor of the project, including: me, Jeff Bialik, Steve
3 | Crabiel, Renee Smith, Lavina DeSilva, Peter MCaffrey, John Tammen, Dave Alexander, Leon
4 | Winston, and Gail Gilman.
5 20. After TIDA and the Planning Commission certified the Final EIR for the Project,
6 || Petitioner administratively appealed that decision and on June 7, 2011, the Board of Supervisors for
7 | the City and County of San Francisco held another public hearing to consider the appeal. Again,
oo
numerous TIHDI representatives appeared at the public hearing and spoke in opposition to Petitioner’s
9 | appeal (and in favor of the Project): me, Gail Gilman, John Tammen, Wanda Heffernan, George
10 | Smith, James Gibert, Jeff Bialik, Chantel Ginochio, Natalie Bonnewit, Nora Calderon, Nella
11 } Goncaives and Erick Brown.
12 21. TIHDI’s efforts to finalize the 2011 Agreement, along with the efforts of several public
13 | agencies and other proponents of the Project, culminated on June 14, 2011, when the City and TIDA
14 | approved the Treasure Island/Yerba Buena Island Plan (“Project”), which is the subject of this
15 | litigation. As part of the Project, the City approved the 2011 Agreement.
16 22. As discussed in Paragraph 17(i) through (xiv), the 2011 Agreement conveys significant
17 | benefits on TIHDI and its member organizations. Many of these benefits resulted from concessions
18 | by TICD and were achieved only after extensive negotiations that occurred indirectly between TIHDI
19 | and TICD (ie., through the TIHDI-TIDA-TICD negotiations).
20 F. Changes to the 2011 Agreement.
21 23. TIHDI’s efforts to finalize the 2011 Agreement, along with the efforts of several public
22 | agencies and other proponents of the Project, culminated on June 14, 2011, when the City and TIDA
23 } approved the Treasure Island/Yerba Buena Island Plan (“Project”), which is the subject of this
24 | litigation. As part of the Project, the City approved the 2011 Agreement.
25 24, Due to changes in Project financing as a result of uncertainties surrounding California
26 } Redevelopment law, in April 2011, the City, TIDA and TICD reduced the Project’s affordable
27 || housing commitment from 30% to 25% of the project’s residential units. The City, TIDA and TICD
28 | have agreed to restore the commitment to 30% in the event financing is secured that would
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SAN FRANCISCO, DEC. OF SHERRY WILLIAMS IN SUPPOR'I OF ‘TIHDI'S RENEWED MOTION TO DISMISSCrm ND mH FB WY
NOM NN ON N KRY DY Be Be ewe Se eB ew ewe eH
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compensate for the loss of bonding capacity associated with the shift away from California
Redevelopment Law. However, if the maximum public financing revisions are not made, the total
affordable housing commitment will increase to 27%.
I IF THIDI’S APPROVAL IS SET ASIDE, THIDI RISKS LOSING VALUABLE
CONTRACTUAL RIGHTS
25. As explained in Paragraph 17(i) through (xiv), if Petitioner succeeds in obtaining the
relief it seeks, that will have a direct and detrimental effect on TIHDI’s ability to proceed with the
Project, and on its member organizations’ ability to provide services to homeless and low-income
persons and families. For instance, all of the extensively negotiated terms discussed above would be
put at risk, jeopardizing the significant financial benefits that flow to TIHDI and its member
organizations as a result of the 2011 Agreement and the other Project approvals. Likewise, a
judgment setting aside the Project approvals would seriously jeopardize the current percentage of
affordable housing, housing subsidies, and other funding associated with the Project. The 435 new
residential units specifically reserved for TIHDI’s member organizations would be jeopardized.
26. It is not just the risk of losing the benefits under the 2011 Agreement that are at stake
for TIHDI. As discussed, TIHD! was a central player in redevelopment on NSTI on Treasure Island.
From the very beginning, TIHDI devoted countless hours towards negotiating the terms of what
resulted in the 2011 Agreement. TIHDI also devoted numerous hours to negotiations that influenced
the terms of other agreements, such as the TIDA-TICD Disposition and Development Agreement. So
TIHDI’s investment in seeing the Project approvals upheld involves not only the benefits it anticipates
receiving, but the historic costs, in both hard dollars and devotion of staff time, devoted to negotiating
the terms of agreements that form part of the project.
27. Another serious risk that TIHDI faces should the Project approvals be vacated is the
time, money and expense TIHDI could incur if renegotiations of any of the relevant agreements’ terms
is requested. As evidenced by the discussion above, numerous key provisions of the 2011 Agreement
that inure to TIHDI’s benefit resulted from concessions made by TICD after lengthy negotiations. In
that sense, TIHDI and TICD very much are on opposite sides of the negotiating table and they have
divergent interests. TIHDI has no control over what, if any, additional environmental review of the
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Project might be ordered by the Court, or how that would impact TIDA, TICD, or any other relevant
party. Nor does TIHDI have any ability to control or plan for how further proceedings would impact
the financial circumstances of the Project. But it is not unforeseeable that setting the Project’s
approvals could result in further proceedings that would impact the financial aspects of the Project,
which in turn could directly lead to reconfiguration of the Project and the potential need to seek
renegotiation of the terms of TIHDI’s agreement. TIHDI has no control over what demands might be
made of it under these circumstances. But any reconfiguration of the Project or renegotiation of
agreement terms is prejudicial as it would necessitate TIHDI to expend monies on a deal that it has
already struck and was not timely challenged.
28. Prejudice could also foreseeably result to the public’s interest should the Project
approvals be set side. The benefits of the TIHDI Agreement represent a significant portion of the
public benefits being funded through the Project. TIHDI’s role from the very beginning was to
develop the homelessness component of the redevelopment of NSTI. In the event that the benefits to
TIHDI are reduced, thereby reducing the public benefits of the Project, it could adversely affect
TIHDI entitlements and funding. Similarly, the costs of additional environmental review, project
changes, or new or different mitigation measures could substantially reduce the amount of funding
available for public benefits.
29, Finally, TIHDI would be prejudiced by any delay in implementation of the Project.
TIHDI’s current housing stock on Treasure Island is a declining asset. TIHDI currently provides 250
units of housing for homeless and low-income persons. TIHDI members negotiated 15-year subleases
from TIDA which are due to expire in 2014. TIHDI performed renovation of these units based on the
term of these subleases. So TIHDI members will soon be facing the decision on whether to expend
considerable resources to rehabilitate and maintain the existing housing to assure its safety and
habitability, rather then use those scarce resources for the ultimate replacement of those units, which is
the expectation of what would happen if the Project proceeds as planned. Thus, delay is prejudicing
TLHDI and potentially leading to a reduction and a significant delay in its services to the homeless and
economically disadvantaged individuals and families of San Francisco.
DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION TO DISMISS1 30. Delay is also prejudicing TIHDI’s income stream. Based on the Transition Housing
2 | Rules and Regulations adopted by TIDA, and approved by the Board of Supervisors, in conjunction
3 || with the Project Approvals, TIDA is required to provide transition housing and other benefits to
4 | residents of Yerba Buena that are displaced in Phase I of the Project. Asa result, TIDA is holding
5 | over 100 units open to provide to those residents of Yerba Buena who may be displaced in Phase I of
6 || the Project. These potential market rate housing units are currently not available due to the current
7 || limbo status of the Project—units that would normally be generating rents, a portion of which goes to
8 | TIHDI pursuant to the TIHDI-TIDA Revenue Sharing Agreement. Until the Project proceeds,
9 | however, these units cannot be rented as it is impossible to determine how many of displaced Yerba
10 | Buena residents will take advantage of these units. A delay in implementation of the Project will
11 | result in a significant decrease in revenue for TIHDI. A decrease in revenue means a decrease of
12 | funding available for critically needed island services today, as well as the resources necessary to
13 | develop TIHDI’s replacement and new units. Delay thus not only negatively impacts the resources
14 | TIHDT has to both provide services today, but also impacts TIHDI’s ability to implement its
15 | opportunities in the TIHDI Agreement. The longer the Project remains clouded by litigation, the
16 }} longer this situation will persist.
17 | Iv. OTHER MATTERS
18 31. On or about August 17, 2011, the Petitioner in this action served TIHDI with papers
19 j, naming TIHDI as a party in this case. Petitioner’s counsel, Keith Wagner, Lippe, Gaffney, and
20 | Wagner LLP, included a cover letter, dated August 16, 2011, that states, in relevant part: “Our client’s
21 || members want TIHDI to know that it was not their desire to have to name or serve TIHDI in this
22 | suit...our clients very much believe in and support TIHDI’s work.” Attached hereto as Exhibit 6 is a
23 | true and correct copy (without exhibits) of that August 16, 2011 letter.
24 32. After receiving the letter and the accompanying papers, on behalf of TIHDI, I reached
25 | out to TIDA and TICD, who were already parties to the case. | expressed to TIDA and TICD that
26 | TIHDI was interested in defending itself in the action because TIHDI was the recipient of an approval
27 || that was, given the lengthy history of TIHDI’s involving on Treasure Island, extremely important to
28 | TIHDI. | also expressed, however, that TIHDI did not have experience in defending CEQA actions
COX, CASTLES
NICHOLSON LLP
SAN FRANCISCO, DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION TO DISMISS:1} and would need to hire CEQA counsel to do so. Hiring such counsel would be problematic for TIHDI
2 | because it did not have a litigation budget. Given that it is a 501(c)(3) non-profit organization that
3 || relies principally on donations, TIHDI did not have extra resources that it could devote to defending
4 | itself in this action without taking those resources from existing programs and services that were
5 || serving the homeless and the economically disadvantaged.
6 33. After I expressed these concerns, TICD agreed orally that it would assist TIHDI by
7 | covering TIHDI’s legal expenses associated with the case so that TIHDI would have a voice in the
8 ] case. TIHDI then directly retained Cox, Castle & Nicholson LLP as its counsel in this case. The
9 | engagement is between TIHD] and Cox, Castle & Nicholson LLP; TICD is not a party to that
10 | engagement.
11 34. TICD’s agreement to reimburse TIHDI’s legal fees was made with without any
12 | obligation or promise from TIHDI. TICD provides no oversight, control or direction over the
13 | TIHDI’s decisions concerning this litigation. TICD did not condition payment of fees on TIHDI
14 | making, or refraining from making, any particular legal argument or taking any specific position in the
15 | case. There is no joint defense agreement between TICD and TIHDI and each makes its own
16 | independent strategic decisions in the litigation. This is mutual, meaning that TIHDI too has no voice
17 | or control over what TICD does in the litigation. TIHDI does not provide any direction or oversight
18 | regarding TICD’s litigation strategies, and TICD has not given TIHDI any right to represent itself in
19 | defense of the merits of the lawsuit, settlement proceedings, or to otherwise control the course of the
20 | litigation, or to control further legal proceedings after the litigation is over (for example, TIHDI has no
21 } control on what action might be taken by a party to the lawsuit to respond to any writ that might be
22 | issued by the Court).
23 35. As for TICD’s reimbursement of TIHDI’s fees, TIHDI periodically sends a summary of
24 | the invoices from Cox, Castle & Nicholson LLP, which summary states the total amount of legal fees
25 | incurred by TIHDI in this case. TIHDI does not send TICD any explanation or the description of
26 | services provided by Cox, Castle & Nicholson LLP in connection with TIHDI’s defense of the action.
27 | TICD has not asked for an explanation of the costs incurred, and has not attempted to audit, review, or
28
COX, CASTLE &
NICHOLSON LLP
SAN FRANCISCO DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION TO DISMISS- wiH
28
LAW OFFICES OF
COX, CASTLE &
NICHOLSON LLP.
SAN FRANCISCO
otherwise exercise any oversight over the amount of legal fees incurred by TIHDI. To date, TICD has
reimbursed TIHD] for all requested amounts.
I declare under penalty of perjury under the laws of the State of California, that the foregoing is true
and correct.
Executed March a4, 2012, in San Francisco, California.
wo ———
fo
Sherry Williams
639474149595,
DEC. OF SHERRY WILLIAMS IN SUPPORT OF TIHDI'S RENEWED MOTION TO DISMISSPROOF OF SERVICE AND CERTIFICATION
! am employed in the County of San Francisco, State of California. | am over the age of 18 and not a party to
the within action; my business address is 555 California St., 10th Floor, San Francisco, California.
{FOR MESSENGER) My business address is:
On April 11, 2012, | served the foregoing document(s) described as DECLARATION OF SHERRY WILLIAMS
IN SUPPORT OF REAL PARTY IN INTEREST TREASURE ISLAND HOMELESS DEVELOPMENT
INITIATIVE’S RENEWED MOTION TO DISMISS FIRST AMENDED PETITION FOR WRIT OF MANDATE on
ALL INTERESTED PARTIES in this action by placing 0 the original & a true copy thereof enclosed in a
sealed envelope addressed as follows:
Thomas N. Lippe Deputy City Attorney
Keith G. Wagner City Hall, Room 235
LIPPE GAFFNEY WAGNER LLP 1 Dr. Cariton B. Goodlett Place
329 Bryant Street, Suite 3D San Francisco, CA 94102
San Francisco, CA 94107
Counsel for Respondents City and County of San
Counsel for Petitioner Citizens for a Sustainable Francisco
Treasure island
By Personal Delivery By FedEx
Manley F. Whitman
REMY, THOMAS, MOOSE AND MANLEY, LLP
455 Capitol Mall, Suite 210
Sacramento, CA 95814
Counsel for Real Party in Interest Treasure Island
Community Development, LLC
By FedEx
ix]
O
On the above date:
(BY FEDERAL EXPRESS OR OTHER OVERNIGHT SERVICE) I deposited the sealed envelope in a box or
other facility regularly maintained by the express service carrier or delivered the sealed envelope to an
authorized carrier or driver authorized by the express carrier to receive documents.
(BY E-MAIL OR ELECTRONIC TRANSMISSION) On , 2011 at a.m./p.m. at Los Angeles,
California, | served the above-referenced document by electronic mail to the e-mail address of the
addressee(s) pursuant to Rule 2.260 of the California Rules of Court. The transmission was complete and
without error and I did not receive, within a reasonable time after the transmission, any electronic message or
other indication that the transmission was unsuccessful
(BY PERSONAL DELIVERY) By causing a true copy of the within document(s) to be personally hand-
delivered to the office(s) of the addressee(s) set forth above, on the date set forth above.
(BY PERSONAL SERVICE) | delivered such envelope by hand to the offices of the addressee
! hereby certify that the above document was printed on recycled paper.
| declare under penalty of perjury that the foregoing is true and correct
Executed on April 11, 2012, at San Francisco, eT
Robert Chang -
6394714 129059V4EXHIBIT 1
Williams’ Declaration in Support of Revised Motion to Dismiss
EXHIBIT 1
Williams’ Declaration in Support of Revised Motion to DismissAMENDED AND RESTATED BASE
CLOSURE HOMELESS ASSISTANCE AGREEMENT
THIS AMENDED AND RESTATED BASE CLOSURE HOMELESS ASSISTANCE
AGREEMENT (this "Agreement") dated as of June 28, 2011, is between the TREASURE
ISLAND DEVELOPMENT AUTHORITY, a California non-profit public benefit corporation
(the "Authority" or “TIDA”), and the TREASURE ISLAND HOMELESS DEVELOPMENT
INITIATIVE, INC., a California non-profit corporation ("TIHDI"). For purposes of this
Agreement, a "Party" shall mean the Authority or TIHDI as the context requires, and the
"Parties" shall mean both the Authority and TIHDI.
RECITALS
A. The United States of America ("Federal Government"), acting by and through
the Department of the Navy (the "Navy"), owns in fee that certain real property (the
"Project Site") known as the former Naval Station Treasure Island ("NSTI"), located in the
City and County of San Francisco (the "City"), and consisting of large portions of the
following two islands connected by a causeway: (1) an approximately 367 acre portion of
Treasure Island, and (2) an approximately 94 acre portion of Yerba Buena Island, but
excluding portions of NSTI that were previously transferred to the United States Coast
Guard, the United States Department of Labor and the Federal Highway Administration.
The Project Site and the excluded portions of NSTI are depicted on the diagram attached as
Exhibit A.
B. In 1993, Congress and the President selected NSTI for closure and disposition by
the Base Realignment and Closure Commission acting under Public Law 101-510 and its
subsequent amendments. The United States Department of Defense ("DOD") subsequently
designated the City as the Local Reuse Authority ("LRA") responsible for the conversion of
NSTI under the federal disposition process.
C. Under Board of Supervisors Resolution No. 573-94, adopted July 2, 1994, the
City elected to be governed by a process prescribed by the Federal Government in the Base
Closure Community Redevelopment and Homeless Assistance Act of 1994 (the "Act"). The
Act requires the LRA to propose a plan for using NSTI resources to assist homeless persons
as part of its preparation of a strategic land use plan for the reuse and development of NSTI.
Specifically, the Act requires the LRA to prepare (i) a proposed legally binding agreement
(the "Homeless Assistance Agreement") that provides for the use of buildings, property
and other resources on and off NSTI to assist homeless persons in the community, which
will become effective after completion of environmental review under the Califormia
Environmental Quality Act ("CEQA") and the National Environmental Policy Act
("NEPA"); (ii) information regarding how the draft Reuse Plan for NSTI addresses
homelessness in the community; and (iii) a summary of public comments regarding the
above-mentioned documents (together, including the Homeless Assistance Agreement, the
“Homeless Assistance Submission").
TI000001D. TIHDI is a collaborative of 9 non-profit organizations ("TIHDI Member
Organizations") that was formed in June 1994 for the purpose of utilizing the structural and
economic development resources of NSTI to fill gaps in the continuum of care for homeless
individuals and families in the City. A list of the current TIHDI Member Organizations,
which includes both service and housing providers, is attached as Exhibit B.
E. Under the Act, TIHDI submitted a Notice of Interest ("NOI") to the LRA on
November |, 1995 requesting the use of certain buildings on NSTI and proposing various
programs on NSTI to serve homeless and economically disadvantaged persons. In 1996, the
City concluded discussions with TIHDI regarding a program to effectuate the NOI, as
described more spécifically in the Homeless Assistance Submission.
F. The Board of Supervisors adopted Resolution No. 672-96 on July 25, 1996,
endorsing a draft Reuse Plan and authorizing the submission of the draft Reuse Plan and the
Homeless Assistance Submission to the DOD and the United States Department of Housing
and Urban Development ("HUD") as required under the Act. HUD approved the draft
Reuse Plan and the Homeless Assistance Submission on November 26, 1996.
G. On June 13, 1997, the Board of Supervisors adopted Resolution No. 566-97
endorsing an amendment to the Homeless Assistance Agreement to allow for the transfer of
certain Navy personal property to TIHDI. The Homeless Assistance Agreement, as
amended, is referred to in this Agreement as the "1996 TIHDI Agreement.”
H. In 1997, NSTI closed and the Authority was created to replace the City as the
LRA and to serve as a single entity responsible for the reuse and development of the Project
Site. Under the Treasure Island Conversion Act of 1997, which amended Section 33492.5
of the California Health and Safety Code and added Section 2.1 to Chapter 1333 of the
Statutes of 1968 (the "Conversion Act"), the California Legislature (i) designated the
Authority as a redevelopment agency under California Community Redevelopment Law
(California Health and Safety Code §33000 et seq.) ("CCRL") with authority over the
Project Site, and (ii) with respect to those portions of the Project Site that are subject to the
public trust for commerce, navigation and fisheries (the "Tidelands Trust" or "Trust"),
vested the authority to administer the Tidelands Trust as to such property in the Authority in
accordance with the terms of the Conversion Act.
I. The Board of Supervisors approved the designation of the Authority as a
redevelopment agency with powers over the Project Site under the Act in Resolution
No. 43-98, dated February 6, 1998. Under the Act and the Authority's Articles of
Incorporation and Bylaws, the Authority, acting by and through its Board of Directors (the
“Authority Board"), has the power, subject to applicable laws, to sell, lease, exchange,
transfer, convey or otherwise grant interests in or rights to use or occupy all or any portion
of the Project Site.
J. After a competitive bid process, the Authority Board selected Treasure Island
Community Development, LLC ("TICD" or "Developer") as the proposed master developer
of the Project Site and entered into exclusive negotiations with TICD relating to a
Disposition and Development Agreement (the "ICD DDA") and other transaction
TI000002documents. TIDA and TICD are entering into the TICD DDA concurrently with this
Agreement, and any capitalized term used in this Agreement that is not defined in this
Agreement shall have the meaning given to such term in the TICD DDA.
K. Since endorsement of the Reuse Plan, the Authority undertook an extensive
public process to further refine the land use plan for the Project Site, which included over
250 public meetings before the Authority Board, the TICAB, the Board of Supervisors, the
Planning Commission, and in other public forums.
L. In 2006, a Development Plan and Term Sheet for the Redevelopment of Naval
Station Treasure Island (the "2006 Development Plan") between the Authority and TICD
was endorsed by the Treasure Island/Yerba Buena Island Citizens Advisory Board
(“TICAB"), the Authority Board and the Board of Supervisors. The Development Plan,
among other things, described the updated land use plan for the Project Site and the basic
terms of the proposed TICD DDA. The Development Plan also addresses how the terms of
the 1996 TIHDI Agreement are intended to be incorporated into the proposed development
of the Project Site.
M. The 2006 Development Plan was updated pursuant to the Update to
Development Plan and Term Sheet (the "Development Plan Update") that (i) the TICAB
voted 15 to 1, with one abstention, to endorse on April 6, 2010, (ii) the Authority Board
voted 7 to 0 to endorse on April 7, 2010, and (iii) the Board of Supervisors voted 11 to 0 to
endorse on May 18, 2010. The 2006 Development Plan andthe Development Plan Update
are collectively referred to in this Agreement as the “Development Plan.”
N. The Development Plan contemplated that a Redevelopment Plan would be
adopted under CCRL for NSTI and the Project Site would be included in a Redevelopment
Project Area. The Development Plan also contemplated that tax increment financing as
provided in CCRL would be available to finance certain costs related to the Project Site. As
a result of potential changes to CCRL, the Parties have determined to proceed with
development of the Project Site using the Infrastructure Financing District mechanism
provided under the Infrastructure Financing District Act (California Government Code
Section 53395 et seq.), as amended from time to time, instead of using redevelopment
powers under CCRL. .
O. The Navy and the Authority have negotiated an Economic Conveyance
Memorandum of Agreement (as amended and supplemented from time to time, the
"Conv