Friday, May 04, 2007, 5/04/2007 12:00:00 PM

Trade Secrets of 49ers' Stadium Negotiations

By Todd
The San Jose Mercury News is reporting that Santa Clara city leaders signed an agreement with the San Francisco 49ers this week to keep secret certain sensitive documents about the team's quest to build an $854 million stadium in the city.

The agreement doesn't spell out what documents the team wants kept confidential, but the 49ers say releasing certain financial information could harm their ability to negotiate the best financing options for the stadium.

"It's just common sense - for example, if you're selling a house - you want to be in a competitive situation for items that are going to fund the stadium," 49ers vice president of communications Lisa Lang said.

Stadium critics aren't convinced. They say the public should have the chance to examine every document, because the city is weighing contributing more than $160 million to the project. The stadium would be owned and operated by a city stadium authority.

"It's like saying, `We want you to accept the ultimate responsibility but we're not sharing important information with you, the voters,'" said Santa Clara resident Kate Grant.

The agreement says the 49ers can identify which documents they want the city to keep confidential, but the city would still be required to follow the California Public Records Act.

The team does not plan to publicize breakdowns for projected revenues - such as stadium naming rights, concession rights, ticket taxes and seat licenses - that would help build and operate the stadium. Those figures, some sports economists and city leaders say, are crucial in helping the public understand the city's financial risks.

But Lang said the risk would be reduced because the team plans to negotiate contracts to guarantee the money is available before the stadium is built. The revenue breakdowns will be shared with the city's consultants, who will help assess whether the deal is in the public's best interest.

City Attorney Helene Leichter said some trade secrets are considered exempt from public disclosure rules because they could hurt the team if they're disclosed prematurely.

"A lot could be discussed at the table - some of which would hold water, some that won't," Leichter said. "We'll be as open as possible without jeopardizing the 49ers' confidential trade information."

For instance, she said, the team could undercut the value of a deal to sell the stadium naming rights if it announces an estimate that's lower than a company may be willing to pay.

But some open government experts said they're not convinced the revenue streams are trade secrets. Public disclosure rules define trade secrets as information that can allow competitors to "obtain economic value from its disclosure or use."

"It seems to me that's it's a hard case to make that all of this stuff really ought to be protected as trade secrets," said Peter Scheer, executive director of the California First Amendment Coalition. "You have to parse it item-by-item. You may have a reasonable argument with respect to naming rights but what about the other items?"

City Manager Jennifer Sparacino signed the agreement before telling council members in a closed session Tuesday.

"Based on what I heard, it sounds reasonable to me that we don't need to see every estimate and calculation, and I want an overall comparison to help me make decisions," said council member Jamie McLeod. "But if folks in the community want those numbers, we need to find out where the lines are drawn, what's requested and what specific concerns the 49ers are raising."

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