How Long Beach leaders charted a disastrous course for the Queen Mary
Despite warning signs, city officials entrusted the historic ship’s future to a firm that wasn’t up to the job. Now millions of dollars in public money will be needed to clean up the mess.
With the Queen Mary’s faded smokestacks towering behind him, Mayor Robert Garcia declared the time had come for a long overdue makeover of the once-grand ocean liner.
“This ship is finally getting the paint job that it deserves,” the mayor announced during a media event aboard the ship in the summer of 2017. After years of rust and chipping paint, a new operator, Urban Commons, had pledged to return the city-owned Queen Mary to its glory days.
Garcia promised that, within a year, the ship would look “radiant,” “amazing” and “fantastic” with its original colors restored, most visibly the reddish orange of its three iconic smokestacks, known as “funnels.” He then applied a few strokes of white paint to the ship with a ceremonial gold-handled brush.
But less than a year later, at a time when the mayor predicted the public would be wowed by the ship’s transformation, the city’s longtime Queen Mary inspector was reporting that paint on one smokestack was “already flaking off.” Five months later, he wrote that the others also were “cracking and peeling.” Rust abatement efforts in the ship’s bilges, he noted, “completely failed” after being painted.
The mayor’s message that July day was meant to instill public confidence in Long Beach’s stewardship of the beloved ship. But today, it more aptly serves as a metaphor for the city’s efforts to gloss over the shortcomings of a company it embraced in 2016 to operate Long Beach’s most famous asset.
Today, Urban Commons faces hundreds of millions of dollars of debt and mounting litigation across the country, leaving the Queen Mary in worse shape than ever. What’s more, the city’s years-long dream of transforming the adjacent waterfront acreage into a glittering entertainment destination sunk along with Urban Commons’ fortunes.
As a result, the city is now spending millions of dollars in public funds—with much more to come—for the preservation and daily operations of the Queen Mary.
Long Beach is no stranger to disappointments and missteps when it comes to managing the affairs of the Queen Mary, which the city bought in 1967. It has leased the ship and its hotel to an assortment of operators, none of whom could make a go of it, including the Walt Disney Co.
But Urban Commons was supposed to represent the high-water mark, an operator that city officials vowed would not only restore the corroding ship but also generate unprecedented tourism dollars.
So what went wrong at City Hall?
The Long Beach Post reviewed thousands of pages of public records and interviewed current and past city officials, as well as former Urban Commons executives, to determine what actions Long Beach took that may have contributed to its failed strategy.
The picture that emerged was of a city leadership so desperate for an operator to take control of the ship’s extensive repairs and the area’s development that it entrusted the job to an inexperienced and over-leveraged partner, who made commitments that even Long Beach officials thought were unrealistic.
Despite those warning signs, the city’s highest-ranking officials were either unable or unwilling to rein in Urban Commons’ increasingly complex maneuvers to finance a lagging revival of the ship.
Even as problems were developing behind the scenes, the mayor and others continued to praise Urban Commons, hoping the marriage would hold.
During his January 2020 state of the city address, Garcia walked across the stage of the Terrace Theater in Downtown Long Beach with a historical photograph of the Queen Mary projected on a screen behind him.
“The Queen Mary was a financial failure the day it showed up but nobody wants to admit those types of things.”
Former City Councilman Jeff Kellogg
He spoke of the ship’s legendary role in transporting troops across the Atlantic during World War II and the many millions of dollars it has generated for Long Beach as a world attraction. He lamented the failures of past operators and then pivoted to Urban Commons.
He said he was excited that the company was committed to producing a preservation blueprint for the ship and generating “new ideas and plans” for waterfront development, all with heightened accountability and transparency.
What went unsaid that evening was that two months earlier, Long Beach warned Urban Commons it was in potential default of its lease for not keeping up with ship repairs. The company also had been failing to pay hotel occupancy taxes to Long Beach, had missed rent payments and had rebuffed city requests for financial records.
As for those smokestacks just beyond the Terrace Theater, one was still peeling despite a written pledge from Urban Commons to the city in 2019 that it would fix the problem.
Now, in the wake of international headlines about the Queen’s woes, city officials argue they had little choice but to accept Urban Commons as the vessel’s new leaseholder and then reach a new agreement or face possible legal action. They say the upstart real estate company had purchased the lease from a corporate lender, who acquired it after the previous owner defaulted on a loan.
But they also concede they should have pushed the lender much harder to find potentially more qualified candidates before expanding the lease’s requirements and handing Urban Commons $23 million in public funds to jumpstart repairs—money for which there has yet to be a full accounting.
That was “certainly our mistake,” Garcia acknowledged in an interview. He said “it would have been much better to do dramatically more due diligence” rather than accept representations that Urban Commons had “all the makings of a significant company.”
Urban Commons, who?
The mayor had a vision, one he hoped would spectacularly reshape the shoreline and stand as a legacy of his administration.
He saw, in his words, a “historic opportunity” to develop dozens of mostly empty acres alongside the Queen Mary and expand Downtown’s renaissance with a new entertainment destination for locals and international travelers alike.
To that end, in June 2015, the City Council voted unanimously on a motion by Garcia and then-Vice Mayor Suja Lowenthal to create a 12-person task force that, with essential community participation, would chart the creative direction and guiding principles for the development.
The members, appointed by Garcia, were experts in tourism and hospitality, architecture and design, economic development and historic preservation. They elected as their chairman Michael Bohn, the senior principal and design director for the architectural firm Studio One Eleven.
The mayor’s mandate was inspiring, Bohn recalls: “He said reach for the stars, come up with some ideas that will make that area relevant and exciting and attractive.”
But in that rousing call to action, Garcia did not tell his task force chairman that the city was already grooming Urban Commons to take over the huge development effort.
By then, the existing leaseholder, Garrison Investment Group, had informed the city it was going to sell the Queen Mary lease to Urban Commons, which owned a handful of hotels. Although Long Beach officials worried that the scale of the development was too big and complicated for the small and inexperienced firm, they didn’t challenge the sale because they believed they were legally obligated to let Garrison have its way.
So, instead, they urged Urban Commons’ founders, Taylor Woods and Howard Wu, to beef up their qualifications. The company hired consultants with ties to the city, including a firm that specialized in large-scale retail, restaurant and entertainment projects.
The first time Urban Commons’ name publicly surfaced in connection with the Queen Mary and the development project was in November 2015, when the City Council unanimously authorized the city manager to finalize lease negotiations with the company. Then-Economic Development Director Michael Conway praised the company, despite the city’s earlier behind-the-scenes misgivings.
Bohn, who’d been appointed to the task force just two months earlier, was taken aback. He’d never heard of Urban Commons so he turned to Google. He says the company showed no track record for the kind of major development the city was promising.
“It was pretty obvious to me that there was a huge disconnect between reality,” he says.
Over the next seven months, the task force met 10 times and held numerous public workshops before producing its “Guiding Principles” report, which envisioned, among other things, an entertainment district melding retail and restaurant offerings with broad promenades and waterside recreation. It suggested that the architecture should provide a nod to the Queen Mary’s maritime history.
But Bohn says he was “deeply disappointed” when Urban Commons’ vision, released a few months later, did not incorporate the task force’s recommendations. It was “Disney-esque,” he says of the $250 million development plan, dubbed Queen Mary Island. Bohn says Urban Commons never met with task force members or attended any of their public sessions.
“What came out of the task force and what Urban Commons created,” he says, “was like two ships passing in the night.”
Bohn, meanwhile, was not alone in his surprise over Urban Commons’ qualifications.
Inside the company itself, according to one ex-executive, a small group of employees laughed when Urban Commons’ founders, Woods and Wu, told them they planned to buy the Queen Mary’s lease from Garrison, even before the development plan was on the table.
“Wait,” Gerald Wooten, the company’s former senior director of real estate development, remembers thinking. “We’re about to buy this boat for 70-something million dollars and we’re still having to wait to get reimbursed for f–king lunch?”
Nobody on the payroll had a clue how to manage a historic ship, let alone pull off the kind of massive development project the city expected from its next leaseholder, says Wooten, who would later have a falling out with the company over an unpaid bonus.
But the idea made sense, Wooten says, in one important respect: The Queen Mary was so well known around the world that it could be used to lure foreign investment dollars to fuel Urban Commons’ growth.
“We were attacking this at all sides, quite frankly,” Wooten says of Urban Commons’ push to land the lease and earn the confidence of city officials. “Anything that we could do to get into the city of Long Beach.”
A deal too good to be true?
No sooner had the City Council authorized the city manager to press ahead on Urban Commons’ lease than the negotiations hit the rocks. Urban Commons and one of Long Beach’s most important port tenants, Carnival Cruise Lines, were at odds.
To get things moving, city officials brokered a compromise that, while expedient, demonstrated Urban Commons was not above making commitments it had little wherewithal to keep.
The dispute centered on the huge geodesic dome next to the Queen Mary, which, between 1982 and 1992, housed Howard Hughes’ famed Spruce Goose airplane.
Carnival had partially converted a portion of the white dome into a passenger terminal. The tourism giant, intent on expanding its operations with even bigger ships, said it now needed the whole dome.
Urban Commons executives had their own ideas. They wanted the dome to hold money-generating events that could help them underwrite some of their Queen Mary expenses and other real estate ventures.
To negotiate a deal, the city tapped former Port of Los Angeles executive Kathryn McDermott, who understood it was important to keep both parties happy. After weeks of back-and-forth phone calls, McDermott got representatives of the companies in a room, where Urban Commons offered a solution she admits was largely fanciful.
Urban Commons said it still wanted the dome but that, before displacing Carnival, it would build a brand new terminal for the cruise company—a financial commitment McDermott thought was beyond Urban Commons’ means.
The plan “didn’t make sense to me,” McDermott says, but it resolved the immediate problem. “As long as they both agreed to that, the city was just saying, ‘fine.’”
At that moment, it was more important for Long Beach to keep Carnival in the dome than to give the space to Urban Commons, even if it meant winking at a far-fetched agreement or depriving its new Queen Mary partner of special-event revenue.
Bigger ships from Carnival meant the company would pay more in passenger fees to the city—a crucial ingredient for a groundbreaking lease arrangement the city wanted.
The fees, expected to average more than $2 million a year, would go into an account earmarked for the Queen Mary’s preservation. And if the fees didn’t cover the costs, then Urban Commons, under the new lease, would be on the hook for funding them without the use of public money.
“It really was a one-way, kind of a one-sided lease to the city’s favor,” says City Manager Tom Modica.
On paper, at least.
Around that same time, a team of naval architects and marine engineers was preparing to report its findings in a city-financed “marine survey” of the Queen Mary’s condition.
They had found that decades of neglect and mismanagement had led to massive corrosion and safety dangers that would require aggressive intervention to keep some internal structures from collapsing within 10 years.
“What we found,” one of the inspectors told the Post, “was that the ship was basically rotting from the inside.”
The price tag, the city would soon learn, would make those passenger fees look like pocket change, putting a huge financial burden on Urban Commons and, in time, on the public.
Despite questions, a pivotal City Council blessing
Even before Urban Commons’ lease worked its way to the City Council for approval, the company was in financial trouble.
In early 2016, Urban Commons paid $69 million to acquire the Queen Mary’s existing lease from Garrison. To close the deal, Urban Commons received a $41 million loan from a Garrison subsidiary.
The idea was that, with the existing lease in hand, Urban Commons would then strike a new agreement with the city and get a long-term loan from another lender to repay the $41 million.
“I think we’re in a great situation.”
Councilwoman Stacy Mungo Flanigan before casting a vote for the Urban Commons lease.
But that carefully calibrated scenario faltered when negotiations between Long Beach and Urban Commons consumed nearly a year.
In early October 2016, records show the company missed a deadline to repay the Garrison loan. Woods and Wu asked for a three-month extension and personally guaranteed repayment.
Meanwhile, the city-financed marine survey revealed that Queen Mary repairs would cost at least $200 million in the approaching years, a staggering amount that could complicate Urban Commons’ efforts if it became public.
To confront the potential costs, Urban Commons provided a single copy of the survey to city staff along with an 11th-hour request: It wanted millions of dollars upfront to jumpstart repairs. Woods and Wu decided to “shoot our shot and see what happens,” recalls former Urban Commons executive Wooten. “And they went for it.”
The two sides agreed on $23 million—$5.8 million of which would come from city reserves and $17.2 million from bonds that would be repaid in the years ahead from Carnival passenger fees.
All of this, playing out in secret, provided the backdrop for a City Council meeting on Nov. 1, 2016, that then-City Manager Pat West promised would be “epic” for the Queen Mary’s future—but, ultimately, not in the way he’d hoped.
West infused his presentation that night with urgency, warning council members that the lease deal needed to be closed quickly because Urban Commons was “stretched” due to potential interest-rate changes. There could be a risk, he said, of Urban Commons going bankrupt at some point, losing the ship’s lease or simply walking away from it.
McDermott, who brokered the Spruce Goose dome agreement, told the council that the $23 million was essential because of the marine survey’s $200 million-plus figure for repairs. It was the first time the amount was made public, a revelation that raised red flags with City Auditor Laura Doud.
As the council prepared to vote, Doud said she had “a duty to express my concerns” and pleaded for a 14-day delay so she could scrutinize the deal’s documents, which she’d been given only hours earlier.
“I don’t think we should ignore the significance of the issues surrounding the ship,” Doud warned, reminding the council of the Queen Mary’s “history with problems.”
Before committing millions of dollars in public funds, she said, the city needed a clearer picture of the long-term plans for the ship’s infrastructure needs and how they’d be financed. Based on the limited documents she’d seen, Doud cautioned, “it appears the city is the only one assuming risk at this time.”
Councilwoman Suzie Price said she, too, was concerned about the upfront payment of $23 million to Urban Commons and the potential ramifications for other priority projects. But the rest of the council didn’t share Price’s trepidation or see the need for Doud’s delay.
Councilwoman Stacy Mungo Flanigan, for one, lauded the deal and said she was worried the city may never find another partner like Urban Commons, whom she believed was shouldering the lion’s share of the risk.
“I think we’re in a great situation,” she said.
After less than an hour of discussion, the council voted 6-1 to approve Urban Commons’ lease, with only Price dissenting. Later, the councilwoman would complain that she and her colleagues, two of whom were absent for the vote, were not even previously shown the full marine survey used to justify the $23 million and for which Long Beach had paid.
In fact, by the time the council voted, the city no longer had the survey, which was in draft form. It agreed to return it to Urban Commons until it was finalized, a move that effectively kept the detailed findings secret as the firm sought a new loan.
It wasn’t until the Press-Telegram requested the document after the vote that city staffers began asking Urban Commons for another copy. When their newly minted partner resisted, Long Beach officials didn’t force the issue.
“Now it looks like we should have been really aggressive,” says Deputy City Attorney Rich Anthony. “We shouldn’t have given them any rope.” But at the time, he says, “we didn’t want to poison the relationship with Urban Commons.”
Three months later, the Press-Telegram got the survey. City officials say they provided the document as soon as they received it from Urban Commons—one day after the firm secured a new $42 million loan, according to public records
Matthew Smith, who wrote the loan on behalf of Banc of California, says he was unaware at the time of the full scope of the ship’s troubles, which were detailed in the still-secret final marine survey. It put the potential price of repairs at $289 million, almost 45% higher than the $200 million cited in an earlier draft Urban Commons provided him, Smith says.
Although the loan was heavily secured and the bank didn’t lose its money, Smith says, the wide disparity in repair costs could have prompted the bank to pass on the deal, concluding that Urban Commons may be a “house of cards.”
A risk too far
No one was better positioned to determine whether Urban Commons was living up to its promises and obligations than Ed Pribonic.
A former safety engineer for Disneyland, he knew every square inch of the Queen Mary. Since 1992, he’d been working as a consultant for Long Beach, producing monthly inspection reports of the ship. Given the Queen Mary’s age—and decades of neglected repairs—Pribonic was never at a loss for material.
But over the years, he says, city officials, including economic development directors, paid little attention to his detailed reports, which included pictures of safety hazards and structural problems. Instead, he says, the reports gathered dust in City Hall filing cabinets as officials praised operators for their supposed investments in the ship.
“I just came to the conclusion that nobody really cared,” Pribonic says. “It was a political football they put up with because they believe the people have this ship in their hearts. They make the right public statements while they ignore the reality of the ship’s condition, hoping it will go away.”
Pribonic’s initial optimism about Urban Commons quickly vanished. Just one year after the company was awarded the lease, he was alerting officials in the city’s economic development department about what he saw as serious lapses.
“Although millions of dollars have been allotted to repair and improvement projects aboard the ship, it seems that progress is far behind schedule in most,” he wrote. He said his questions were going unanswered. “This lack of information places the City at risk.”
In one report, Pribonic noted the wide failure of a rust-prevention primer. Although Urban Commons executive Dan Zaharoni had touted its “game-changing” qualities, Pribonic reported that there was extensive rust in the ship’s bilges, where the primer was applied. Zaharoni argued that the problem was in the way it was applied, not the product itself.
Urban Commons purchased the primer from a company in which Zaharoni’s father is listed in public records as the CEO. The son, who is listed as the legal agent, denied in an email to the Post any conflict of interest in the transaction, saying he didn’t financially benefit.
In the months ahead, Pribonic continued to document a range of problems, some of which seemed to suggest that Urban Commons was having financial problems or simply lacking commitment.
“I note that most of the projects have stopped work and have not been completed,” he wrote in one report, saying in another that the Queen Mary’s condition was in “accelerated decline.” The result, he said, was that “structural and system failures have overtaken the rate of repair.”
Urban Commons responded that it had been forced to confront a variety of unanticipated and urgent repairs, including the replacement of the ship’s fire-sprinkler system for more than $5 million. These undertakings, it said, were taking time and money away from 27 critical repairs the city expected would be completed with the upfront $23 million.
In early 2019, as they fell behind in repairs but were expanding their U.S. hotel holdings, Urban Commons’ co-founders set in motion a plan they predicted would generate a payday for their operations. They would consolidate most of their hotels under the umbrella of a real estate investment trust, called Eagle Hospitality Trust, in Singapore, then take the company public, potentially raising hundreds of millions of dollars in stock proceeds.
Urban Commons’ most famous holding, the Queen Mary lease, would be included in the initial public offering, or IPO, as a powerful draw for foreign investors.
But first, Long Beach would have to approve the sale and transfer of the ship’s lease to the newly formed Eagle Hospitality Trust.
Woods assured Long Beach officials in a letter that there was little or no risk to the city of selling the Queen Mary lease to an overseas trust for sale on a foreign exchange. Woods said Urban Commons would remain responsible for the lease obligations.
Despite the unusual nature of the arrangement, the city attorney’s office concluded that Long Beach was obligated under its Urban Commons lease to let the company pursue its desired financial structure unless the city could argue it would be harmed.
“As far as I know, we didn’t have any reason to think that the Singapore public offering was going to leave them in a worse position than they currently were before the IPO,” Deputy City Attorney Anthony says.
Without public notice or a City Council vote, no decision would prove more consequential for the Queen Mary’s future and the city’s longshot bet on Urban Commons.
After the highly publicized stock offering in Singapore in May 2019, Pribonic’s inspection reports became increasingly strong, much to the displeasure of the city’s economic development team, which was trying to work with Urban Commons.
One, in September 2019, rumbled through City Hall and across the Pacific to Singapore.
“Last month, I stated that the ship has never been in worse condition,” Pribonic wrote in a draft report. “That statement is surpassed by the condition found this month, which is even worse…Without an immediate and very significant infusion of manpower and money, the condition of the ship will likely soon be unsalvageable.”
“I just came to the conclusion that nobody really cared.”
Queen Mary inspector Ed Pribonic on the city’s response to his reports.
The report, first made public by the Post, generated international headlines, due largely to Pribonic’s pairing of “Queen Mary” with “unsalvageable.” In the fallout, city officials contended, among other things, that the inspector’s harsh assessments were unsupported and “emotionally driven.”
On Christmas Eve, after 25 years as the Queen Mary’s inspector, Long Beach officials notified Pribonic his contract would be terminated, saying they were going to bring on a new firm to modernize the inspection process.
But Pribonic’s inspection reports continued to generate so much news coverage and concern about the ship’s condition that stock in the newly formed Eagle Hospitality Trust plummeted. Trading was halted temporarily, and then for good.
Despite the city attorney’s assessment, it turned out to be a spectacularly risky venture for Long Beach and its ship.
Following the money
City Auditor Doud had a simple question as the Singapore calamity unfolded: What happened to the $23 million?
Although the City Council had rejected Doud’s request for a delay in the lease approval to review key documents, she could now move forward on her own authority. At the close of 2019, she launched an audit.
But her effort was quickly hindered by what she called Urban Commons’ lack of cooperation, including a failure to provide such financial records as bank statements, canceled checks and wire transfer notices.
Still, she uncovered enough irregularities to accuse the company in a preliminary report of lying to get early access to the city money.
Based on a review of a limited number of internal documents, she said, company executives had asked to be reimbursed for money they claimed was paid to contractors but wasn’t. That was true, Doud said, in 87 of 89 invoices Urban Commons had submitted to the city.
Urban Commons founder Woods responded that there had simply been “a timing differential for payments due to the evolving scope of work during the construction process.”
The company did not respond to recent questions from the Post. But its executives insisted in an earlier email that the funds were “directly utilized for the purposes for which they were intended” and were paid to third-party vendors to improve the condition of “this majestic vessel.”
Doud says her full audit, expected to be released this fall, “will show my concerns regarding the city’s oversight of the distribution of the $23 million.” She declined to elaborate.
Even before trading was halted in Singapore, city officials knew they had a problem brewing with the company they’d promoted and trusted to assume responsibility for the Queen Mary’s preservation.
On Oct. 1, 2019, Economic Development Director John Keisler, who was responsible for overseeing the lease, warned Urban Commons that it was “falling short” on repairs and had failed to provide requested financial records.
But that softly-worded admonition gave way six months later to a rapid succession of default notices across virtually every aspect of Urban Commons’ lease.
In January of this year, Eagle Hospitality Trust, which had taken control of the lease from Woods and Wu, filed for Chapter 11 bankruptcy protection. The Delaware proceeding produced even more previously undisclosed breaches.
For example: While Long Beach revealed that Urban Commons failed to complete at least $41 million in critical Queen Mary repairs, Los Angeles County said it was owed millions in unpaid property taxes. Neither jurisdiction will ever be made whole.
“Clearly,” says City Manager Modica, “they ended up being a bad operator.”
A public reckoning for the Queen Mary
Long Beach now finds itself exactly where it didn’t want to be—fully at the helm.
The city is now responsible for the Queen Mary’s enormously expensive daily operations and in determining how to pay for the ship’s eroding condition, potentially with tens of millions of dollars in various forms of public financing.
Already, the City Council in June approved a six-month contract of $2 million in Tidelands Critical Infrastructure funds to pay a third-party contractor just to keep the one-million-square-foot facility running. The contract, which could be renewed for another $2 million in just a few months, includes such expenses as utility fees, security and landscaping but not the urgent repairs the city predicts could cost a minimum of $5 million. It paid $500,000 to a consulting firm to determine the extent of the most pressing repairs.
The final marine survey set the potential price tag to keep the ship viable at $289 million.
None of this, of course, includes the potential development of the waterfront, which never got past a set of renderings Urban Commons commissioned from the renowned Los Angeles architectural firm Gensler in its efforts to woo Long Beach.
Meanwhile, the ship remains closed to the public and probably will stay so well into 2022 or longer.
Councilwoman Price, the lone dissenter on the Urban Commons lease in 2016, voted with her colleagues this time to get past immediate problems but offered this warning:
“There is no doubt that the Queen is an icon for the city of Long Beach,” she said. “But the cost of true historic preservation of the ship is significant and it is an unrealistic expenditure for the city at this time.”
One option, supported by Mayor Garcia, would be to transfer control of the ship to the city’s Harbor Commission, which oversees the deep-pocketed Port of Long Beach. But that proposal has drawn fire from maritime unions and others who argue the port already faces billions of dollars in infrastructure needs.
“I feel like the city has tried to get this right for 40 years,” Garcia says, “and it has not worked. It has not worked. And so it’s time to try something different.”
Former City Councilman Jeff Kellogg remembers the last time the ship was under the Harbor Commission’s control in the 1990s and the council wanted to take it back, a move he opposed. He says that then, like now, the city’s elected officials weren’t debating a more fundamental question of whether it was time to bid bon voyage.
“The Queen Mary was a financial failure the day it showed up but nobody wants to admit those types of things,” Kellogg says. “They’ve been passing it on for decades now because nobody wants to be there standing when the ship finally leaves Long Beach. It’s a game of musical chairs.”
Brandon Richardson, Thomas R. Cordova and Kelly Puente
Layout, design and interactive by
Prior reporting on the Queen Mary
By Kelly Puente
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