Mar 6, 2019
By Elizabeth McCarthy, Sebastopol
According to early results of the March 5 special election, voters in the Palm Drive Health Care District resoundingly passed Measure A. It is important to be clear on what precisely voters approved. In the District's haste to call the special election, I am afraid the process was bungled, resulting in widespread confusion about what was being voted on - whether Resolution 18-10, passed unanimously by the District Board on December 7, or Resolution 19-01, adopted on a 4-1 vote of the District Board on February 4.
1.The text of Measure A and County Counsel’s Impartial Analysis of Measure A, from the Sonoma County Voter Information Guide, page 6.
2. Election Information for Measure A, including Board Resolution 18-10, filed by the District with the Sonoma County Registrar of Voters on Dec. 7, 2018, accompanied by two ballot arguments and proof of publication, submitted on Dec. 18, 2018, and the official calendar for the March 5, 2019 Special Election. LINK TO Measure A Ballot Information Filed
Even researching with the trained eye of a former city attorney, I was befuddled by the seemingly moving target of what we (voters) were being asked to approve. As my previously published letters indicate, I found serious flaws in the terms of the lease-sale contained in Resolution 19-01. But Resolution 19-01 was never on the ballot. It couldn't be - since it was not adopted until after the deadline for submitting ballot information to the Registrar of Voters. (See the official calendar for the special election, at page 6 of the attached election information.)
Although much attention has been paid to Resolution 19-01 since its adoption on February 4, it is nowhere to be found either in the text of Measure A or the Voter Information Guide. On the other hand, Measure A explicitly refers to Resolution 18-10. As stated in the Impartial Analysis of Measure A by County Counsel:
District has had preliminary discussions and negotiations with American [American Advanced Management Group, Inc. or AAMG] with respect to such a lease/option to purchase District’s assets. If voters approve Measure A, District will negotiate a sales agreement with American, with the price based upon an appraisal by an independent third party. The Board will review and approve both the appraisal and any definitive transfer agreement at a duly noticed pubic meeting. (Emphasis added.
Thus, now that voters have approved Measure A, the District has the green light to negotiate with AAMG for a lease/option agreement on terms that conform to state law (i.e., requiring an appraisal of market value by an independent third party), and to present both the appraisal and any definitive agreement for public scrutiny at a duly noticed public meeting, prior to their review and approval.
It is unclear why the District Board even considered Resolution 19-01 on February 4, before securing passage of Measure A. In any event, Resolution 19-01 fails to comply with the terms of Measure A, because it is the product of a series of closed session meetings held prior to the passage of Measure A, and the appraisal and lease/option agreement it contains have never been presented for review at a duly noticed public meeting. That falls short of what the law requires to approve the sale of substantially all the assets of the District
During the month of voting in the March 5 special election (voting by mail opened on February 4), voters understandably were seeking information about Measure A. However, town hall meetings, social media posts, online and published comments to the press, chats between neighbors, etc. are not official sources and do not have the weight of the formal decision-making process - which is what the passage of Measure A now requires of the District. If the Board majority would like to ask the voters and taxpayers of the District to consider the terms contained in Resolution 19-01, they need to present it at a duly noticed public meeting.
Also, I understand that serious questions, about whether or not the appraisal relied on in Resolution 19-01 satisfies the statutory requirements for a fair price to the District, have not received the dignity of a response from District officials. But all this can be aired once the District holds duly noticed public meeting(s) on the terms of the proposed lease-sale option.
One other matter that District officials have glided past: Whether granting AAMG an exclusive 10-year management contract with option to purchase last August should have triggered the voter approval requirement. That exclusive arrangement handcuffed the District's ability to seek competitive offers to manage or purchase the District's property on the open market, and also compromised the terms of the appraisal on which Resolution 19-10 was based. Again, this is something to air and consider in properly noticed public meetings - prior to the Board making a binding decision.
The work of an open and transparent process to sell the former Palm Drive Hospital property has only just begun. Please join me in asking the District Board to hold duly noticed public meetings on the terms of any proposed sale of this publicly-owned property.
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