Sonora Union High School District Trustees worked to sell a portion of Wildcat Ranch to the Park Foundation before new board members were seated in December 2018 to block them from intervening in the deal, according to email records released by the district.
“Please let our attorney know that we need to have this deal done, approved and out of escrow before the new board is seated on December 12. That’s the day they get seated, right? I know this seems like we are trying to keep them from having a voice… and I suppose that’s true. But I really think if it isn’t complete and irrevocable before they come in, it will all fall apart,” trustee Jeanie Smith wrote in an Oct. 17, 2018, email sent to district Superintendent Mark Miller and Cindy Costello, the administrative assistant to the superintendent.
Smith, then the president of the board of trustees, told the Union Democrat on Oct. 24 they were not “actively trying” to complete the deal before three board members were replaced after the 2018 election.
“We are moving forward cautiously on a good settlement or good agreement. If it gets done before the election, then it gets done, and if it doesn't, we move forward from there,” she said.
Smith could not be reached for comment Wednesday.
Smith retired on Friday from the Tuolumne County Superintendent of Schools Office, Tracy Rasmussen, director of human resources, said.
Hundreds of pages of emails and other correspondence were released as part of a settlement of a lawsuit filed by the Tuolumne County Farm Bureau challenging the sale of the ranch to the Park Foundation.
An undated statement included in a Jan. 31, 2019 email with the subject “Rob Lyons - Texts for Records Request” was sent from Costello’s personal email to her district email.
“In order to avoid the new board to be involved, the deal has to close and not just be a signed contract. I’m told the escrow is usually at least 15 days. Our attorney recommended that a title search be started ASAP to help expedite the process. Even a signed contract could be voided by a new non-aligned board says our attorney,” the message said.
The Park Foundation sought to build a community park on 112 acres of the 137-acre property for $1 million.
Ron Jacobs, president/founder of The Park Foundation, said the organization had no comment on the records.
The board, with three new members who did not vote on the sale, canceled the sale agreement with the Park Foundation on May 14.
Kelly Aviles, attorney for the farm bureau, said she had received a check for attorney’s fees and planned to file for a dismissal of the lawsuit on Friday.
“While there may still be documents missing and certain information has been redacted, we believe the documents give a good overview of the discussions between the District and the Park Foundation behind the scenes, which was our goal in requesting the records all along,” she said.
She said she hoped the board would be more mindful of the requirements of the state’s public meeting law.
“It can expect close scrutiny of its actions for the foreseeable future,” Aviles said.
A Tuolumne County Superior Court Judge blocked the close of escrow until the lawsuit was completed.
Miller said he believed the previous and current boards did what was right for students.
“The district is always cognizant of public reaction to the hundreds of actions, communications and decisions we make every year… We recognize that we can not control public reaction, we can only act in the best interest of the education of our students.” he said in an email.
The records reveal discussions between Miller, Jacobs, Smith and Lyons to schedule votes on the sale while attorneys hashed out the details of the agreement. The correspondence falls between Aug. 14, 2018 and Dec. 23, 2018.
The Park Foundation sent a term letter that sought a November deadline to close the sale.
The letter — tagged with “confidential, not for public dissemination” — was sent to the district on Oct. 9. The letter calls for 117 acres of the property (five more than what was eventually agreed upon) for $1 million and sets a target deadline for after a Nov. 6 board meeting. Nov. 27 and Dec. 11 meetings are cited as “backup.” Jacobs scheduled a meeting with at least Miller, Lyons and Smith for Oct. 12.
On Oct. 15, Jacobs sent a passage of California Education Code which said non-profit organizations were eligible to make bids on surplus property at the same time as other agencies that had already been notified of the availability of the property. The ranch was declared surplus on July 10 after an advisory committee recommended that the district hold onto it.
The district announced on Oct. 16 it was in formal negotiations with The Park Foundation. Previous discussions were characterized as “informal.”
In the next days, Miller polled the board on their support for a sale and agreed to meet Jacobs at an unidentified location.
“I hope you agree that having attorneys go back and forth on an offer that gets rejected by either side in the end is not a good idea,” Miller sent to Jacobs.
On Oct. 19, The Park Foundation sent a counter offer. Miller told Jacobs they were in agreement “that the entire board needs to sit down across the table from your group and try to come to an agreement the majority of both sides can accept.”
Miller warned Lyons and Smith before emailing Jacobs, “Getting into details via email is NOT a good idea as the article hit the paper today and our emails are subject to discovery/freedom of information act requests.”
He said to wait for the next regularly scheduled meeting to discuss the agreement was “a huge risk.” He urged them to schedule an emergency meeting on 24-hours notice.
On Oct. 23, Jacobs, Park Foundation Chief Financial Officer Jay Canavan, and Directors Ron Patel, Gail Witzelsteiner and Albert Barreno met in closed session with the board for about 30 minutes while members of the public and press were not allowed to enter.
Richard Gaiser, a Chinese Camp rancher, and Shaun Crook, a member of the Tuolumne County Farm Bureau, later accused the district of violating the Brown Act. That spurred the legal challenge that was filed in February.
On Nov. 5, Miller emailed Smith notifying her of the allegation.
“I just got a Brown Act complaint saying we can’t be in closed session with the Park Foundation. I’m getting legal opinion, but the argument seems legit. Oops,” he said.
Smith responded, “Rats! Can we be in session with our attorney, and she can call their attorney to run any changes by them? And if we were in violation, how do we cure it?”
In the days prior, the district’s attorney Anne Collins of the Sacramento-based Lozano Smith was deliberating with Park Foundation Tyree Dorward regarding the details of the purchase.
On Nov. 1, the Park Foundation expressed concern that the consideration of the agreement was not on the Nov. 6 agenda, effectively putting the approval past the timeline established in the original term sheet.
“As I understand the deal points from the Park Foundation, the purchase and sale must close no later than Dec. 10 or else there will be no deal,” Dorward sent to Collins.
The board agreed to consider the agreement if Collins said she was ready to proceed. They took no action after a closed session and were served with the Brown Act allegations during the meeting.
On Nov. 7 and Nov. 9, Smith emailed Miller multiple times to “see what’s going on.”
“Did they sign? Are we moving forward? Did they change their minds?” she said.
An email from Jacobs later in the day said the board discussed the sale agreement, but they announced no action.
“To act on the purchase and sale agreement in these circumstances is to accept a back room deal hidden from the public, our community and our support base. How do you suggest to go forward without the High School’s public support?” Jacobs said.
Smith responded that she did not report out any action “because we were the first signers and we did not have a fully executed agreement at the time. In other words, only one party had agreed to the document.”
When the Park Foundation signed, they expected to hold a press conference and explain that to the public, she said.
The Park Foundation responded with a demand letter on Nov. 14 calling for the district to announce the sale and the range of benefits associated with it.
“Because of the negative climate around the negotiation process and the timing, The Park Foundation cannot sign the Purchase Agreement until the following conditions have been met by NOON Friday November 16, 2018,” Jacobs said.
Miller said to Jacobs, “are you comfortable with SUHSD releasing the entire contract to the public at the conference and announcing that while the Board has agreed to the terms, the Park Foundation has not?”
Lyons said he would prefer a press release as opposed to a meeting.
“There will be a public uproar at any extra meeting regardless, in my mind, and the DUd [sic] will spin it to make us look evil no matter,” Lyons said, referencing newspaper coverage of the sale.
Miller recommended that the board reverse course and approve a new agreement the Park Foundation had to sign first and deliver to them.
“We got left holding the bag this time, it is their turn,” he said.
The next day, Smith said the Park Foundation had responsibility for their “hurry-up timeline” and Lyons said would “be happy to vote in open session” after speaking with Jacobs, who was interested in “openness and transparency.”
Due to Lyons and board member Jeff Nostrom being out of town, a meeting was scheduled for Dec. 4, where the agreement was signed and announced.
Miller said the negotiations were not intended by law to be fully transparent.
“If I were selling my house to a couple, and I got to hear every word between them as they discussed their counter offer I would hold all of the cards. The same analogy applies to Board/Foundation negotiations. The Board needed to keep the terms and price of the sale confidential during negotiations so that the taxpayers would receive the full benefit from the sale,” he said.
Trustee Jim Riggs, the current president of the board, said he had not read the records.
“We’re certainly always concerned with having a good relationship with the community and doing things in the right way,” he said.