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2002-05-01 ARRA PacketAGENDA Special Joint Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority and City Council * * * * * * * * Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL 2. ACTION ITEMS Wednesday, May 1, 2002 Meeting will begin at 5:25 p.m. City Hall will open at 5:15 p.m. 2 -A. Recommendation to Execute Agreement for Assignment and Novation of property management services between the ARRA, the City of Alameda and Gallagher & Lindsey for certain residential properties at Alameda Point. 2 -B. Recommendation to terminate Agreement between the City of Alameda and the ARRA for the possession, control and maintenance of certain residential properties at Alameda Point. 3. Public Comment on Non - Agenda Items Only. Anyone wishing to address the Board on agenda items only, may speak for a maximum of 3 minutes per item. 4. ADJOURNMENT Ralph J. Ap Chair, Alameda Authority IMAIMIleth Y�r P euse and Redevelopment Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary, Lucretia Akil at 749- 5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. • Audio tapes of the meeting are available for review at the ARRA offices upon request. City of Alameda /Alameda Reuse and Redevelopment Authority Interoffice Memorandum April 24, 2002 2 -A /B To: City Council and Honorable Members of the Alameda Reuse and Redevelopment Authority From: James M. Flint City Manager / Executive Director Subject: Recommendation to Execute Agreement for Assignment and Novation of Property Management Services Between the ARRA, the City of Alameda and Gallagher & Lindsey for Certain Residential Properties at Alameda Point Recommendation to terminate Agreement between the City of Alameda and the ARRA for the Possession, Control and Maintenance of Certain Residential Properties at Alameda Point Background The City of Alameda and the ARRA have an existing Agreement for the Possession, Control and Maintenance of the Parcel K residential properties known as the "Big Whites" and the ranch units. The ARRA and the City originally entered into this Agreement in order to include the Parcel K residential properties under the City of Alameda's real property insurance through the insurance pool ( "CJPRMA "). The City of Alameda then contracted with Gallagher and Lindsey, Inc., as its property manager for the residential properties ( "Residential Property Management Agreement "). The ARRA has since been included in the same insurance pool that the City of Alameda participates in, and therefore, insurance coverage for the residential properties is no longer an issue for the ARRA. Accordingly, it is now in the interest of both the City and the ARRA to terminate the Agreement for the Possession, Control and Maintenance of these residential properties, and also for the City to assign its interest in the Residential Property Management Agreement with Gallagher & Lindsey, Inc., to the ARRA. Discussion The May 1 ARRA agenda has an item regarding approval of a Property Management Agreement between ARRA and Alameda Point Community Partners (APCP). The Property Management Agreement provides that APCP will oversee the property management of the "Big Whites" and ranch units located in Parcel K, through administration of a third party residential property management agreement. To transition oversight of the Gallagher & Lindsey contract to APCP, the City must first assign its rights and obligations under that contract to ARRA and the ARRA must accept those rights and obligations. The transition of responsibilities is actually an assignment and novation, with Gallagher & Lindsey, Inc.'s approval, which will completely City Council and Honorable Members of the ARRA April 24, 2002 Page 2 transfer all the City's rights and obligations under the Residential Property Management Agreement to the ARRA. Once the Gallagher & Lindsey Residential Property Management Agreement has been assigned to ARRA, then those obligations and responsibilities can be assumed by APCP via its Property Management Agreement with the ARRA. Fiscal Impact There is no fiscal impact on either the City or the ARRA in the tenuination of the City's Agreement for the Possession, Control and Maintenance of these residential properties. The ARRA received only a nominal consideration for the Agreement, and termination will, therefore, have no impact. The assignment and novation of the Residential Property Management Agreement will similarly have no fiscal impact on either the City or the ARRA. Payment of management fees pursuant to the Residential Property Management Agreement was in the past funded by lease revenues, and all lease revenues collected from the residential properties accrued to the ARRA under the Residential Property Management Agreement. The assignment and novation will not change the funding. Recommendation It is recommended that: The City Council approve the attached Agreement for Assignment and Novation of Property Management Services assigning its rights and obligations under the Second Amendment Agreement for Property Management Services with Gallagher & Lindsey; 2. The ARRA approve the attached Agreement for Assignment and Novation of Property Management Services accepting assignment of rights and obligations under the Second Amendment Agreement for Property Management Services with Gallagher and Lindsey; and 3. The ARRA and City terminate the Agreement between the City and the ARRA for the possession, control and maintenance of certain residential properties at Alameda Point. Respectfully submitted, James M. Flint City Manager /Exec By: Doug Yount Development S JF /DY/DP /la Attachment: Agreement for Assignment and Novation rvices or G: \Comdev\Base Reuse& Redevp\ARRA \STAFFREP\ 2002\ APCPProaMemntAuree .CitvCoun.ARRA(revl.doc AGREEMENT FOR ASSIGNMENT AND NOVATION OF PROPERTY MANAGEMENT SERVICES THIS AGREEMENT FOR ASSIGNMENT AND NOVATION ( "Assignment ") is made this 1st day of May, 2002, by and between the City of Alameda, a municipal corporation and charter city duly foamed and existing under the laws of the State of California ( "City") and the ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY ( "ARRA "), a Joint Powers Authority between the City of Alameda and the Community Improvement Commission of the City of Alameda, established under the California Joint Exercise of Powers Act as set forth in Title 1, Division 7, Chapter 5, Article 1 of the Government Code of the State of California (Government Code §6500 et seq.) and, and Gallagher and Lindsey, Inc., a California corporation, ( "Consultant). RECITALS: WHEREAS, the United States of America, acting by and through the Department of the Navy, hereinafter called the Navy, has declared certain facilities surplus at the former Naval Air Station, Alameda, California (Former NAS Alameda or Alameda Point); and WHEREAS, Navy has leased certain residential dwelling units, which are described in further detail herein, to the Alameda Reuse and Redevelopment Agency, a joint powers agency duly organized and existing under the laws of the State of California, (ARRA) by means of a lease commonly referred to as the Lease in Furtherance of Conveyance and the ARRA has determined that it is advisable and in the public interest to contract with the City for the possession, control and management of this property consistent with the terms and conditions set forth in the Prime Lease; and WHEREAS, the City has entered into the Agreement with the ARRA for the possession, control and management of the property for reasons it considers good and sufficient; and WHEREAS, the City in January 1998 entered into an Agreement for Property Management Services with Gallagher & Lindsey ( "Consultant ") to provide property management services to the City for certain residential dwelling units leased to the City by the ARRA pursuant to the Agreement for possession, control and management of the property, and which Agreement for Property Management Services was subsequently amended in January 2001 as the First Amended Agreement for Property Management Services and on February 28, 2002; and WHEREAS, the City now wishes to assign all its rights and obligations pursuant to the Second Amended Agreement for Property Management Services to the ARRA, prior to terminating its Agreement with the ARRA for possession, control and management of the property; NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: G: \COMDE V\ BASE_ R-- 2\ARRA\STAPPREP\2002\ASSNOVA. WPD April 23, 2002 1. City hereby assigns to ARRA all its rights, interests and obligations under the Second Amended Agreement for Property Management Services. 2. The ARRA accepts the assignment of rights and obligations under the Second Amended Agreement for Property Management Services. 3. Consultant agrees to this Assignment and novation. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. ALAMEDA REUSE AND CITY OF ALAMEDA REDEVELOPMENT AUTHORITY By By James M. Flint Executive Director GALLAGHER & L SEY G: \COMDE V \ BASE_ R- 2\ARRA \STAFFREP\2002\ASSNO V A. W PD April 23, 2002 James M. Flint City Manager RECOMM ED FOR s. ' PROVAL: By Title pQ APPROVED AS TO FORM: Assistant City Attorn 2 AGENDA Regular Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 Wednesday, May 1, 2002 Meeting will begin at 5:30 p.m. City Hall will open at 5:15 p.m. 1. ROLL CALL 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the special meeting of December 10, 2001. 2 -B. Approval of the minutes of the regular meeting of February 6, 2002. 2 -C. Approval of the minutes of the regular meeting of the March 6, 2002. 2 -D. Recommendation to adopt a resolution authorizing the Executive Director to apply for United States Department of Housing and Urban Development Supportive Housing Programs Funding. 3. PRESENTATION 3 -A. Presentation of Certificate of Appreciation to various City employees acknowledging their contributions to the management and maintenance of Alameda Point. 4. ACTION ITEMS 4 -A. Recommendation from the Executive Director to approve the Property Management Agreement with Alameda Point Community Partners to carry out leasing and property management activities at Alameda Point. 5. ORAL REPORTS 5 -A. Oral report from APAC. 5 -B. Oral report from the Executive Director (non- discussion items). 6. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) ARRA Agenda -May 1, 2002 Page 2 7. COMMUNICATIONS FROM THE GOVERNING BODY 8. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: 8 -A. Property: Negotiating parties: Under negotiation: 8 -B. Property: Negotiating parties: Under negotiation: Alameda Naval Air Station ARRA, Navy and Alameda Point Community Partners Price and Terms Alameda Naval Air Station ARRA, Navy and Alameda Unified School District Price and Terms 9. ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. 10. ADJOURNMENT This meeting will be cablecast live on channel 15. The next regular ARRA meeting is scheduled for Wednesday, June 5, 2002. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary, Lucretia Akil at 749- 5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. • Audio tapes of the meeting are available for review at the ARRA offices upon request. APPROVED MINUTES OF THE SPECIAL MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Monday December 10, 2001 The meeting convened at 5:15 p.m. with Chair Appezzato presiding. 1. ROLL CALL Present: Ralph Appezzato, Mayor, City of Alameda, Chair Albert DeWitt, Boardmember, City of Alameda Barbara Kerr, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda Absent: Beverly Johnson, Boardmember, City of Alameda 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the regular meeting of September 5, 2001. 2 -B. Approval of the minutes of the special meeting of November 13, 2001. Member Daysog moved approval of the Consent Calendar. The motion was seconded by Member DeWitt and passed by the following voice vote: Ayes -4; Noes -0; Abstentions -0. 3. ACTION ITEMS 3 -A. Recommendation from the Development Services Director to approve Legally Binding Agreement with Alameda Pont Collaborative Provider and authorize the Executive Director to execute individual LBA's with residential providers, and authorize the Executive Director to administratively approve a Management Plan for non - residential uses, and to execute individual LBA's with non- residential Providers thereafter. There public hearing was opened. Jack Shepherd, Alameda Point Collaborative (APC) thanked staff for working with the Collaborative and completing the Legally Binding Agreement (LBA) in a timely manner. Mr. Shepherd stated that APC has been working with short term leases, while their funding has required long term leases. APC hopes that the Governing Board will approve the LBA, as this will allow APC to secure large amounts of funding. 1 The public hearing was closed for Authority discussion. Member DeWitt asked if APC is still attempting to secure some grant funds? Mr. Shepherd responded yes, they are and they need the LBA approved to further secure these funds for long term projects. The deadline is December 17, 2001. Member Daysog asked if APC is working on specific agreements that will require that the LBA is approved prior to December 17? Mr. Shepherd responded yes, the LBA needs to approved, as they are applying for a $1 million grant, which is due by December 17 and would provide operating subsidies for the next 15 years. Mr. Shepherd further stated that they are applying for a $500,000 Fannie Mae grant, which is due by January 11. Member Daysog moved approval of the recommendation. The motion was seconded by Member DeWitt and passed by the following voice vote: Ayes -3; Noes -1 (Member Kerr); Abstentions-O. Discussion. Member Kerr stated the uses defined in the LBA were very broad and would give the Executive Director authority to approve the uses with the individual LBA's for the non - residential uses and the leases are currently running for 59 years. Member Kerr stated that all individual uses are supposed to come to the Governing Board that are 7 -15 years. The LBA provides for these uses to be good for the next 59 years and the circumstances could change over that amount of time. Member Kerr recommended that the motion be amended so that any LBA for non- residential use come to the ARRA Governing Board before it is assigned. Member DeWitt asked for further clarification from the Attorney Terri Highsmith. Assistant City Attorney Terri Highsmith stated that Member Kerr requested that the motion be amended to delete the direction given to the Executive Director to be able to execute the individual leases after the use paragraphs are created. The uses of all of these properties have long been established by the Community Reuse Plan and the Standards of Reasonableness. Technically, there is no discretion by either the ARRA or APC to change the uses. Attorney Highsmith further stated that a more specific version of the use paragraphs have not yet been created, thereby giving the ARRA the ability to require that each LBA come back to the ARRA for approval when the use paragraphs have been created. Staff recommendation is to give the Executive Director the administrative ability to execute the individual LBA's, as long as they are consistent with the prior approved Community Reuse Plan and Standards of Reasonableness uses. 2 Chair Appezzato asked if the Executive Director is the City Manager and if APC went outside of the previously approved uses, would they have to get approval from the Executive Director? Attorney Highsmith responded that is correct and APC has no ability to go outside of the previously approves uses. If they did want a change of use, they would have to come before the ARRA Board to request that. Member Kerr stated that unlike the residential uses, the non - residential uses are extremely broad. Some of the non- residential uses are going to be near housing or quiet uses and it would be prudent to have these uses established prior to approval. Member DeWitt asked if once these uses are approved, will it be for the full 59 years? Attorney Highsmith responded that is correct. The terms that the ARRA Board approves will apply to both residential and non - residential. The only thing that is not before the Board are the use paragraphs. Member DeWitt stated that he is concerned that over the next 59 years the City Manager has the authority to authorize any changes that may occur. Attorney Highsmith responded that the Executive Director /City Manager does not have the authority to make any changes to the form of the agreement or any changes to the use paragraph. The ARRA Board is being requested to approve the way the LBA's will always look, unless someone wants to make a substantive change to it and then it would require ARRA Board approval. If the ARRA Board approves giving the Executive Director the administrative authority to execute the LBA's, it is not giving him any discretion, only the administrative task of signing each one as soon as the use paragraphs have been completed. Staff recommended this direction, because they believe the ARRA Board has seen these use paragraphs and they are consistent with what is in the Community Reuse Plan and the former form of the Legally Binding Agreement and Standards of Reasonableness. Member DeWitt stated his understanding is that they are also giving the Executive Director the authority to work out any changes to the LBA that may occur. Attorney Highsmith stated that any changes anyone desires to make would have to come back to the ARRA. The document before the Board tonight is consistent with what it has seen before, the only thing that is missing are the individual uses for the non - residential units. This information will be filled in later for the eleven LBA's. The Board has the option to have the eleven come back for individual approval once the uses are defined. 3 Chair Appezzato stated that the Charter calls for a strong City Manager foriii of government. Although the ARRA (City Council) oversees it and sets the policies, it is giving him the authority to act administratively and can always be brought back to the ARRA (City Council) if it is necessary. Mayor Appezzato further stated he has a high regard for whom they select to the job of City Manager and is prepared to vote in favor of the original recommendation. Member Kerr stated that this would be in effect for 59 years and there will be different City Manager's over that time period. Member Kerr stated that she is concerned, because the use paragraphs do not exist and therefore the ARRA Board is being asked to authorize an incomplete document. Chair Appezzato stated that if the City Council does not like the way the City Manager does business, they can fire him. The City Manager should act according to the policies that have already been established before him. Member Kerr stated that once things are handled in the administrative phase, it never comes back to the elected Body, therefore it may not ever be known what is being done. Member DeWitt stated that this appears to be the most efficient way to handle the LBA's. The Board has the ability to request any information or data they want and if they do not comply with these requests, they can fire him. Member Kerr stated that the Board should be able to see the management plan or individual uses as they are written. Chair Appezzato responded that the Board can review it and all they have to do is request that it be agendized for a meeting. Member Daysog stated that the amended LBA is critical to moving those who are homeless into housing, which is part of military base conversion. People who are the most disadvantaged are put on the track of self sufficiency and independence. The Board is laying down the frame work and the parameters of which are known through the Board's prior work. Member Daysog further stated that he likes the way the motion stands and would like to move forward. Member Kerr stated that the govermnent may take back the property in the event of a national emergency, as declared by the President of the United States. Since September 11, it could potentially happen and asked what effect that may have on the leases? Attorney Highsmith responded that the Federal Government has the power to do that during the terms of the Lease in Furtherance of Conveyance (LIFOC). Once they have conveyed the property and fee to the City, then that would not happen. Every lease at Alameda Point only exists subject to the LIFOC and that is a provision in all of the leases, including the Legally Binding Agreements. 4 Member Kerr asked how did the Alameda Point Collaborative feel about this provision? Mr. Shepherd responded that when they met with the State and other lenders, they were all willing to accept the remote possibility that the Federal Government would actually take the property back in the event of a national emergency. 3 -B. Report and recommendation from the Development Services Director regarding the APAC's recommendation to retain the Admiral's House for cultural and civic uses, and recommendation to undertake a Business Plan to study feasibility. There were no public speakers. The public hearing was closed for Authority discussion. Member Kerr stated that it was understood that APAC, as an Advisory Board to the ARRA, would not work through other Boards or Commissions and this went through the Park and Recreation Commission first. Member Kerr stated that the Park and Recreation Commission had extensive discussions regarding the Admiral's House and are aware of the building problems, including a leaking roof and the kitchen which cannot be used, as it could cost up $500,000 to renovate. Member Kerr recommended that the Admiral's House be sold as a single family house, with the necessary deed restrictions so that the modifications would be controlled from an historical point of view. Another option would be to turn it into a mini- convention center which would require a commercial kitchen and additional bathrooms. Member Kerr stated that she is not prepared to go forward with a Business Plan without the Board considering the alternative historical preservation advantages of selling it as a single family dwelling with deed restrictions control. Chair Appezzato stated he had no problems with the different Boards and Commissions communicating with one another regarding City concerns. This recommendation is just a vote to undertake a Business Plan and then decide whether or not to go forward to determine if this would be viable for the City. Member DeWitt moved approval of the recommendation. The motion was seconded by Member Daysog and passed by the following voice vote: Ayes -3; Noes -1 (Member Kerr); Abstentions-O. 4. ORAL REPORTS 4 -A. Oral report from APAC. Chairman Lee Perez stated that the APAC is aware of the ramifications and sensitivities of the communicating with other Boards and it is not their intent to directly advise another Board or Commission or to be involved in their business. The APAC has been discussing the use of the 5 Admiral's for sometime and felt that they should express their desire for a feasibility study. The APAC is currently working on the General Plan. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) None. 6. COMMUNICATIONS FROM THE GOVERNING BODY Member Kerr stated that she is concerned about the irregular meetings. It is a mandatory courtesy to the public to keep with the regular monthly scheduled meetings, because that is when they know when they are going to meet and where to find them. The last ARRA meeting was irregularly scheduled and it was held at Alameda Point, City Hall West and no one probably knew of that meeting or the one for this evening. Staff should handle their work load accordingly to assure that the public is kept in the loop of all the issues, as well as all Board member participation. Chair Appezzato responded Member Kerr's comments are well taken and staff should adhere to the regularly scheduled ARRA or City Council meetings for time sensitive issues. 7. ADJOURNMENT Chair Appezzato adjourned the meeting at 7:00 p.m. Respectfully, L cretia Akil ARRA Secretary 6 APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, February 6, 2002 The meeting convened at 5:40 p.m. with Chair Appezzato presiding. ROLL CALL Present: Ralph Appezzato, Mayor, City of Alameda, Chair Albert DeWitt, Boardmember, City of Alameda Barbara Kerr, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda Beverly Johnson, Boardmember, City of Alameda 2. CONSENT CALENDAR None. 3. ACTION ITEMS None. 4. ORAL REPORTS 4 -A. Oral report from APAC. Chairman Lee Perez stated that the APAC continues to meet and review the Draft Housing Element and provide input to that process. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) None. 6. COMMUNICATIONS FROM THE GOVERNING BODY None. 1 7. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: Property: Alameda Naval Air Station Negotiating parties: ARRA, Navy and Alameda Point Community Partners Under negotiation: Price and Terms 8. ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. The Mayor announced that no action was taken. 9. ADJOURNMENT Chair Appezzato adjourned the meeting at 5:50 p.m. Respectfully, icretia Akil ARRA Secretary 2 APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, March 6, 2002 The meeting convened at 5:35 p.m. with Chair Appezzato presiding. 1. ROLL CALL Present: Ralph Appezzato, Mayor, City of Alameda, Chair Albert DeWitt, Boardmember, City of Alameda Barbara Kerr, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda Beverly Johnson, Boardmember, City of Alameda 2. CONSENT CALENDAR None. 3. ACTION ITEMS 3 -A. Presentation by the APAC regarding its comments on the draft Housing Element. There public hearing was opened. 2-CI Alice Garvin, APAC Boardmember stated that a limited amount of effort was put into the Housing Element regarding Alameda Point. More emphasis should be placed on Alameda Point, for total inclusion into the rest of the City. APAC would like the sites to be identified early so there is good planning and neighborhoods setup properly so citizens can gather, and not just building large number of homes, but quality homes. The quality of life is more important and developing the sites early will enable this to happen. Chair Appezzato asked if APAC is going to work the Master Developer to ensure that their input is received? Ms. Garvin stated they will work with the Master Developer. 1 Joan Conrad, APAC Boardmember stated there are two goals they have regarding the Housing Element. The first is to provide housing to meet the City's needs. The second is to maintain and enhance the quality of life, which is not covered in the Housing Element. It needs to define the quality of life and the crucial elements that are involved. Ms. Conrad further stated that it should develop the policies which may define those elements that will ensure those goals are achieved. The public hearing was closed for Authority discussion. No action to be taken. APAC's comments regarding the Housing Element were received and will be filed. 3 -B. Presentation on Alameda Point Golf Links course design and public access (information item only). Staff and consultant presentations. Ed Levine, Leasing and Property Manager stated that during the last several months staff has been working closely with BCDC, East Bay Regional Parks, Alamedans for Parks and Trails, APAC and other groups, to get a consensus on the final plan for the golf course, including the design of the access trails and Point Park. Considerable progress has been made to get to this final plan, although more things need to be addressed. The latest version of the plan was unanimously endorsed by APAC. Staff would like the final plan, which will be taken to EIR and BCDC, be acceptable to them, especially with the access trail designs. There have also been workshop sessions with all of the groups with Kyle Phillips, golf course designer and Terry Bottomly, landscape architect. Mr. Levine further stated that this presentation will focus on the plan design, as staff continues to work on the financing, project feasibility and overall development strategy. The goal is to design a first class championship golf course that provides a trail access and park that is envisioned in the Community Reuse Plan and compatible with BCDC standards. Chair Appezzato asked if staff is working with the Water Coalition, Bay Trail and Sierra Clubs and others who may have input? Mr. Levine responded that he believed staff has had meetings with everyone who have had representatives from the groups mentioned and other representatives. Jim Flint, City Manager stated that staff will attempt to engender support across the board, not only from the respective staff's of BCDC and East Bay Regional Park District, but from other community groups. This may not be a perfect plan, as some may insist upon a trail across the entire perimeter of the golf course, but staff will make every effort to address as many concerns as it can, but it may not satisfy everyone. 2 Member Kerr stated she liked the plan that was first presented to the Board that had the road going out to the Observation Park and what may be an Interpreter Center at the Wildlife Refuge. The new plan has a longer hike from the 7 -acre park to the central park next to the Wildlife Refuge, which makes the Interpreter Center for the refuge somewhat inaccessible. Mr. Levine stated their was a trade -off to get to the current plan and Kyle Phillips will discuss that issue along with the other trade -offs during his presentation. Member Daysog asked what is the issue with the parks group that prevents full acceptance of the current plan and what is the timetable? Mr. Levine stated the outstanding issue with the parks is the access to the Bay or the portion of the golf course that runs along the edge and staff is trying to work the plan to provide for more access, as it is not easy trade -off. Golf holes need to be maintained along the water to create the kind of signature holes and spectacular costs that is essential to the financial viability of the project. There has to be a championship golf course in order to get a four -star hotel with a conference center and spa that will generate the business to make the golf course successful. Kyle Phillips, Kyle Phillips Golf Course Design, did a formal presentation of various golf courses designed throughout the world by his company, including Scotland, London, Austria and Holland and specifically, Kingsbarn Golf Links in Europe,. Mr. Phillips also expressed that they have done remodeling, which includes the Robert Trench Golf Club. With regards to Alameda Point, the park's issue is that they had several parks spread throughout the site and they wanted to combine the parks. With the concerns of BCDC and parks, this has resulted into the current plan which has a seven acre park which leads out to the point and BCDC seemed to accept this. Terry Bottomly, Bottomly Associates Landscape Architect, stated the original plans changed and are now concentrated on the northwest point of the golf course. Staff from East Bay Regional Park District and Bay Trail just had a working session about the programming for this park. The issues discussed and what BCDC was in support of, were some of the amenities that would encourage people to come out and take advantage of the view. This program would have some educational exhibits with binoculars to provide view to the Port facilities. There was also discussion with all of the other groups about a possible water taxi connection that would lead to Middle Harbor Park in Oakland and could be a tour route down the estuary. Staff presentation was concluded for Authority discussion. Chair Appezzato asked is it possible to have some viewpoints along the Wildlife Refuge? Mr. Bottomly responded that the Fish & Wildlife Services is concerned about the intrusion into the wildlife area. They want to have a cap around the perimeter of that area. 3 Chair Appezzato stated that the view point does not take up that much area and requested that they contact them to see if they could work something out. Chair Appezzato asked how do you prevent people from getting hit with golf balls? Mr. Phillips responded that they have arranged the revised the plan with BCDC and created holes with full view areas that have the smallest potential of injuring anyone. Member Kerr asked if the Interpreter Center connected to the Wildlife Refuge still might happen or not? Mr. Phillips responded that they have been in discussion with Wildlife services, but the reality is that they are not to keen on too many people coming to that particular area and using their property. However, this could happen if the Wildlife changes their view in the future. Member Daysog asked if the seven -acres is going to be a permanent park site or temporarily sometimes used for golf courses, as there may be a hole in the park? Mr. Phillips responded that the area with the hole which is 30 x 30 feet, could be used as a small golf course area. Dana Banke, Golf Course Manager stated that particular tee would be used at the most only four days out of the year for major tournaments like the U.S. Open. Member Johnson asked if the short course was a par three course? Mr. Phillips responded yes, it is for people who may stay at the hotel or citizens of Alameda who do not play golf often and just wanted to practice or try it out. Member Johnson stated that it would be a good idea to have a bench between the entrance and south side, which does not necessarily have to be a full view point, as it would be a good resting area. Mr. Phillips responded they have benches every quarter of a mile and to have a special bench overlooking the wildlife activity would be good idea. Member DeWitt asked if the consultants would be involved in the construction or costs, since they are design engineers and architects and how many years will it take to get the dredge drained? Mr. Phillips responded that he would be involved with a big part of the construction, as his fin 1 would do all of the design work for the construction, including the contract and bid negotiation. It could take as long as three years for full completion. 4 Member Johnson asked for an update on the dredging materials. Doug Yount, Development Services Director responded that staff is currently in the pre - development phase work, which is to analyze what the dredge sources are, negotiate and look into all of the implications involved. The quality, cost and the shrinkage factor also have to be accounted for. Within two to three months, staff's goal is to come back with detailed information regarding the financial viability, the details of construction and time frame of the dredging process. It may take up to two years just to get the dredging material, due to the physical limitation of delivering the dredging material and handling costs are very expensive. The total amount of time could take four to five years. There public hearing was opened. William J. Smith, Alamedans for Parks and Trails, expressed his support in favor of the golf course project. The Parks and Trails committee stated the Point Park should be a regional park or destination park like the Marina Green in San Francisco and the current plan for the park is too small. The golf course is considerably larger than it was in the Community Reuse Plan and the parks are smaller, as there was originally eleven acres dedicated. More shoreline should be added to the parks on the western edge of the course. BCDC and East Bay Regional Park District staff's major concern, is that they have never seen such a large linear segment of trail moved inland from the Bay. This particularly effects bicycle users. Irene Dieter stated that Point Park should moved to where the 14th & 17th hole are located, next to the Observation Park. It makes more sense to have the seven acre or eleven acre plan to be moved closer to the Observation, as it will be easier access for everyone, especially for people in wheelchairs. The golf course could then have the corner waterfront available. 4. ORAL REPORTS 4 -A. Oral report from the Executive Director (non- discussion items). 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) None. 6. COMMUNICATIONS FROM THE GOVERNING BODY None. 5 7. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: Property: Alameda Naval Air Station Negotiating parties: ARRA, Navy and Alameda Point Community Partners Under negotiation: Price and Terms 8. ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. The Mayor announced no action was taken. 9. ADJOURNMENT Chair Appezzato adjourned the meeting at 6:40 p.m. Respectfully, AO) Lucretia Akil ARRA Secretary 6 Alameda Reuse and Redevelopment Authority Interoffice Memorandum April 25, 2002 To: From: James M. Flint Executive Director Subject: Honorable Members of the Alameda Reuse and Redevelopment Authority Background Recommendation to adopt a Resolution Authorizing the Executive Director to Apply to the United States Department of Housing and Urban Development Supportive Housing Programs As required by the federal Base Closure and Community Redevelopment and Homeless Assistance Act of 1994, the ARRA worked with the Alameda County Department of Housing and Community Development and an organized group of homeless service providers, known as the Alameda County Homeless Providers Base Conversion Collaborative (Alameda Point Collaborative) to determine a fair share of housing and commercial space at NAS Alameda to accommodate the homeless. In January 1999, the ARRA directed staff to finalize an agreement with the Alameda Point Collaborative regarding the relocation of 97 units from East Housing. On September 22, 1999, the Alameda Reuse and Redevelopment Authority, Community Improvement Commission, the Housing Authority, the City of Alameda, the County of Alameda and the Alameda Point Collaborative agreed to a Memorandum of Understanding (MOU) which outline roles and responsibilities associated with the elimination of 125 barracks units in the East Housing area, relocation of 58 housing units to West Housing and the development of 39 -units of family housing within the Catellus project area. The MOU obligates the ARRA, the CIC, and the Housing Authority to develop the 39 -unit affordable housing project that will be owned by the Housing Authority who will in return, provide a long -term lease to Operation Dignity. As part of moving this project forward, two Request for Qualifications (RFQ's) were developed and released on April 10, 2002. These RFQ's were released to developers /consultants for the development of the housing as well as to architects for the design of the new units. Honorable Members of the Alameda Reuse and Redevelopment Authority Discussion April 25, 2002 Page 2 The ARRA/City's obligation to begin construction of the 39 units on a 2.5 acre site located on the FISC property must occur by September 2003. The City has notified the Collaborative of its intent to demolish the barracks and of the Collaborative's obligation to raise its $1 million contribution to the project. Given the need to raise significant amounts of money for the 39 -unit project, staff is researching various funding sources typically used for affordable housing development. The Federal Department of Housing and Urban Development, as it has for the past five years, released its SUPERNOFA (Notice of Funding Availability) where it allocates the majority of its grant funding. In addition, within this fiscal year, the 2002 HUD Appropriations Act specifies that 30 percent of HUD funding must be awarded to permanent housing projects. The SUPERNOFA process is coordinated through the Alameda County Housing and Community Development Department and it has recently released a Request for Proposals for permanent housing projects. Those agencies and jurisdictions interested in applying for funds through the Supportive Housing Program must apply during this once- a- year process. Grants up to $500,000 may be applied for with $400,000 as the maximum allocation for capital costs and up to $100,000 available for operations. The RFP which was released on April 23, 2002, requires authorization from the governing body of the applying entity by resolution of its Board of Directors prior to submittal. The deadline for submitting an application is May 20, 2002. Staff believes that the 39 -unit project will be very competitive as there are few permanent housing projects for formerly homes people in the pipeline in Alameda County. Award of these grant funds will assist in raising additional funds as well as assist in funding operational needs, often a more difficult aspect of fundraising for affordable housing projects. Fiscal Impact There is no fiscal impact to the ARRA. The City of Alameda Housing Authority will own the site and development. In 1999, the estimated cost to construct the property was $5.7 million with the following identified sources of funds: $1 million from the Collaborative $2 million from Catellus Land Sale Proceeds $2.7 million from Catellus Inclusionary Fee The MOU also provides that other funds may be used to finance the project as necessary or convenient; however, no General Funds may be used. The ARRA has the opportunity to look at additional sources of funding to leverage existing identified funds. Recommendation G: \Comdev \Base Reuse& RedeVP\ARRA \STAFFREP \2002 \HUDGrant.doc Honorable Members of the Alameda Reuse and Redevelopment Authority April 25, 2002 Page 3 It is recommended that the attached resolution be adopted to further the ARRA's obligation to raise the necessary funds to construct the 39 -unit project at the FISC site Attachment: Resolution Number 33 JF/DY /JM:la cc: Housing Commission Respectfully Submitted, James M. Flint Executive Director By: Doug Yount Development Services Director G: \Comdev\Base Reuse& Redevp\ ARRA \STAFFREP\2002\HUDGrant.doc ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 33 AUTHORIZING THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (ARRA) EXECUTIVE DIRECTOR TO APPLY FOR UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SUPPORTIVE HOUSING PROGRAMS FUNDING WHEREAS, the Federal Department of Housing and Urban Development has authorized, through the 2002 Appropriations Act, the release of a SUPERNOFA which includes the Supportive Housing Program; and WHEREAS, the ARRA is eligible to compete for funding available through a Request for Proposal process for up to $500,000 for the development of 39 units of permanent affordable housing for formerly homeless persons, of which $400,000 can be used for capital expenses and $100,000 for operations; and WHEREAS, the Alameda County Housing and Community Development Agency and the Department of Housing and Urban Development require the Board of the Alameda Reuse and Redevelopment Authority to authorize application to the Supportive Housing Grant Program; NOW, THEREFORE, BE IT RESOLVED by the ARRA Board that the Executive Director is hereby authorized and empowered to apply, approve, sign and execute in the name of the ARRA any documents necessary for applying to receive funding under the SUPERNOFA for Supportive Housing Program grant funds. I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Alameda Reuse and Redevelopment Authority in its regular meeting assembled on the 1st of May, 2002 by the following vote to wit: AYES: NOES: ABSENT: ABSTENTIONS: Lucretia Akil, Secretary Alameda Reuse & Redevelopment Authority Date: May 1, 2002 Alameda Reuse and Redevelopment Authority Interoffice Memorandum April 25, 2002 To: From: Subject: Background Honorable Members of the Alameda Reuse and Redevelopment Authority James M. Flint Executive Director Recommendation from the Executive Director to Approve the Property Management Agreement with Alameda Point Community Partners for Property Management and Leasing Activities at Alameda Point On August 9, 2001, the ARRA selected Alameda Point Community Partners (APCP) as the Master Developer for Alameda Point. On January 15, 2002, the City Council /ARRA entered into an Exclusive Negotiation Agreement (ENA) with APCP. The ENA provides a negotiating framework for the City and APCP and contemplates a number of agreements necessary to redevelop Alameda Point. The first agreement to be entered into between ARRA and APCP is an interim Property Management Agreement. This Agreement begins the transition from an ARRA - managed facility to an APCP- managed property. The ultimate goal is to convey the base to APCP for full redevelopment, consistent with the ARRA's obligations under the Economic Development Conveyance and Memorandum of Agreement (MOA) with the Navy. Discussion The attached 14 -month Property Management Agreement retains APCP as ARRA's agent for all property management and leasing activities. A budget, as well as a Property Management Plan, which sets out standards and personnel requirements, is incorporated by reference in the Agreement. As the property manager, APCP will maintain offices at Alameda Point. For the first six months, APCP will occupy space at Building 1 recently vacated by the Navy. The current third party landscape contract will remain in place until May 31 and City maintenance staff will continue maintenance duties until June 30. The June 30 transition date coincides with the City's fiscal year. City staff will continue to maintain all City- occupied buildings at Alameda Point (see Exhibit A -1, Part 2 of the Property Management Agreement). The Alameda Point Collaborative (APC) property is excluded from this Agreement, but APC and APCP continue to work closely to coordinate activities and share information. As part of the Agreement, APCP will oversee both the Gallagher & Lindsey, Inc. and Trident contracts. Both of these firms provide specialized management services to the residential and port tenants, respectively. Honorable Members of the Alameda Reuse and Redevelopment Authority April 25, 2002 Page 2 APCP's focus will be on retaining the current tenant base and expanding leasing opportunities by managing the property with the highest standards. Initially, there is very little cost savings to transition property management activities to APCP; however, APCP has stated that over time cost savings should be realized as contracts with vendors are renegotiated, APCP staffing efficiencies are realized, and resources are devoted full -time to maximizing Alameda Point's leasing potential. Future savings, if any, will allow for reinvestment in beautification measures and other upgrades to the base. There are several other benefits to entering into a Property Management Agreement. These include establishing an on -site presence for the Master Developer, providing an opportunity for APCP to refine its due diligence as it becomes more familiar with the base, and ensuring a smooth transition to ultimate ownership. The Property Management Agreement also establishes APCP as ARRA's exclusive leasing agent. Exhibit C of the Agreement contains all of the leasing provisions. These provisions reflect industry standards and should result in lease renewals for existing tenants, as well as leases for buildings that have not been previously occupied. APCP shall receive 5% commission based on the rent for the first five years of the initial lease term for new leases. APCP shall receive a 2.5% commission based on the rent for the first five years of the renewal term for existing leases. Leasing commission will be payable only out of rental payments actually received. An aggressive leasing program should generate additional funds for building upgrades as well as beautification measures. Approval of the attached Property Management Agreement continues ARRA's efforts to ensure that the most economically viable and productive strategies are adopted to redevelop Alameda Point. Fiscal Impact The budget for the 14 -month Property Management Agreement is $3.16 million. The Agreement will be funded with lease revenues and will come from salary and operations and materials savings (seven staff positions will be eliminated effective July 1, 2002), therefore, the fiscal impact is neutral. It is anticipated that over time, savings will accrue to the ARRA and that these funds can be reinvested in the base. Leasing commissions will be paid to APCP in addition to the $3.16 million for property management services. Leasing commission will be paid as described above. New leases will generate new revenue and commission will be paid from the new revenue source. Lease renewals will help maintain the existing revenue stream. To the extent that a commission is paid on renewals, there may be a slight reduction in net revenue received; however, any impact will be minimized due to higher rents paid on renewals along with elimination of "Qualified Shell Improvement" credits. Therefore, the fiscal impact of paying leasing commissions should be neutral. G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\ 2002 \APCPPropMgmutAgree.ARRA.doc Honorable Members of the Alameda Reuse and Redevelopment Authority Recommendation April 25, 2002 Page 3 It is recommended that the ARRA approve the attached Property Management Agreement with APCP to carry out property management and leasing activities at Alameda Point. JF/DY/DP:la Respectfully submitted, James M. Flint Executive Dire By: Doug Yo Development Services Director Attachment: Property Management Agreement G: \Comdev \Base Reuse& Redevp\ARRA \STAFFREP\ 2002 \APCPProPMgmntAgree.ARRA.doc ALAMEDA POINT PROPERTY MANAGEMENT AGREEMENT by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY and ALAMEDA POINT COMMUNITY PARTNERS, LLC May 2002 TABLE OF CONTENTS Page 1. Appointment of the Manager 2 2. Manager's Responsibilities. 2 2.1 Management of the Development 2 2.2 Specific Management Services 2 3. Approval of Contracts 7 4. Indemnification 7 5. Insurance. 5.1 Liability Coverages 5.2 Surety Bond 5.3 General Requirements 8 8 9 10 6. Records and Reports. 12 6.1 Records 12 6.2 Cooperation 13 6.3 Monthly Reports 13 6.4 Annual Reports 13 6.5 Annual Management Plan 14 6.6 Format 14 6.7 Use of Reports 14 6.8 No Distribution Without Approval 14 7. Compensation for Management Services; Budget Adjustment 14 8. Expenses. 15 8.1 Expense of ARRA 15 8.2 Payment by the Manager 15 8.3 Use of Proceeds 16 8.4 Source of Payment 16 8.5 No Duplication 16 9. Term and Termination. 16 9.1 Term 16 TABLE OF CONTENTS (continued) Page 9.2 Termination by ARRA 16 9.3 Termination by Manager 17 9.4 Manager's Obligations after Termination 17 10. Independent Contractor 18 11. Consents and Approvals 18 12. Assignment 19 13. No Waiver 19 14. Limitation on Liability 19 15. Transactions With Affiliates 19 16. Notices 19 17. Captions 20 18. Applicable Law 20 19. Entire Agreement 20 20. Conflict of Interest 20 21. Immigration Reform and Control Act 21 22. Compliance with Fair Housing Act of 1968 21 23. Non - Discrimination 21 24. Warranty of Authority 21 ii TABLE OF CONTENTS (continued) Page 25. Compliance with Marsh Crust Ordinance 21 iii Exhibits Exhibit A Map of Site Exhibit A -1, Part 1 Excluded Properties List of Leased Properties Alameda Point Collaborative Exhibit A -1, Part 2 Excluded Properties Buildings /Grounds Occupied and Maintained by the City at Alameda Point Exhibit A -2 Map of Alameda Point Collaborative Excluded Properties Exhibit A -3 List of Residences Exhibit B Schedule of Immediate Funds Disbursements to ARRA Exhibit C Leasing Services Exhibit D Reimbursable Employees Exhibit E Initial Budget N:\A\Alamc \Na \docs \w -APCP Pro iv ALAMEDA POINT PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (the "Agreement "), is entered into this _ day of , 2002 ( "Agreement Date "), by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a public entity lawfully created and existing under the laws of the State of California ( "ARRA "), and ALAMEDA POINT COMMUNITY PARTNERS, LLC, a California limited liability company (the "Manager "). Background A. ARRA controls, pursuant to separate documentation entered into with United States Department of the Navy ( "Navy"), certain real property together with buildings and other improvements situated thereon ( "Site "), located within the boundaries of the Alameda Point Improvement Project ( "APIP ") redevelopment area in the City of Alameda ( "City "), County of Alameda, State of California. The Site, also referred to as the "Development," is shown on the "Map of Site" attached hereto as Exhibit A and incorporated herein by reference. For the purpose of this Agreement, the term "Development" shall exclude those properties ( "Excluded Properties ") identified on Exhibit A -1 attached hereto. The Excluded Properties consist of: (a) those properties leased, or to be leased, pursuant to either (i) existing Interim Subleases or (ii) existing or to be executed Legally Binding Agreements with the Alameda Point Collaborative or its successors in interest, which properties are more particularly shown on the map attached as Exhibit A -2 and are listed in Exhibit A -1, Part 1; and (b) the City- occupied buildings listed in Exhibit A -1, Part 2. Except for the Manager's obligation to provide exterior services exclusive of roof repair, which shall be the responsibility of the City, for the City- occupied buildings, as more particularly set forth in the Annual Management Plan, the Manager shall have no responsibility or obligation to provide Management Services (as hereinafter defined) to the Excluded Properties. B. The Development includes that certain area ( "Residential Area ") predominantly utilized for residential purposes on a for lease basis. The residences within the Residential Area are listed on Exhibit A -3 attached hereto. The Residential Area is currently being managed by a third -party manager pursuant to a management agreement on a month -to -month basis, but the parties contemplate that the Manager will have overall responsibility for the Residential. Area, as more particularly set forth in Section 2.2(m) below. C. ARRA wishes to retain the services of the Manager as manager of the Development with responsibilities for managing, operating, maintaining and servicing the Development and for the performance on behalf of ARRA of certain obligations with respect to the Development, as more specifically set forth in this Agreement, all such responsibilities being in furtherance of the redevelopment and reuse of the Site. Agreements In consideration of the mutual promises made by ARRA and the Manager in this Agreement and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with reference to the background recited above, ARRA and the Manager agree as follows: 1. Appointment of the Manager. 1.1 ARRA hereby appoints the Manager as manager of the Development with the responsibilities and upon the terms and conditions outlined in this Agreement, and the Manager hereby accepts such appointment. 1.2 Notwithstanding any other provisions of this Agreement to the contrary, this Agreement is subject to the terms and conditions of that certain Lease in Furtherance of Conveyance, dated June b, 2000, between the United States Navy and the ARRA, as amended (the "LIFOC "). During the term of this Agreement, the Manager shall perform its Management Services consistent with the provisions of the LIFOC. 2. Manager's Responsibilities. 2.1 Management of the Development. The Manager shall diligently perform its duties hereunder and shall devote sufficient time and effort to the Development to ensure that it is managed, leased, operated, maintained and serviced in good, well- maintained condition and in a manner comparable to similar professionally managed developments. In addition to providing the Management Services (as hereinafter defined), the Manager shall perform such other services as ARRA may reasonably request in connection with the Development, consistent with its status as a professionally managed development of its type in its location. 2.2 Specific Management Services. Without limiting the generality of any other teen or provision of this Agreement, the Manager shall provide the following services (the "Management Services ") in furtherance of the redevelopment and reuse of the Site: (a) Collection and Handling of Money. The Manager shall collect all rents and other payments due from tenants in the Development and any sums otherwise payable to ARRA with respect to the Development. ARRA authorizes the Manager to request, demand, collect, and receive on behalf of ARRA all rent and other charges. All sums collected by the Manager shall be deposited immediately in an interest- bearing account (all interest shall accrue to the benefit of ARRA), approved by and established in ARRA's name, for the benefit of and held in trust for the ARRA, in a bank which has been approved by ARRA. Funds collected by the Manager from the Development shall not be commingled with any other funds collected by the Manager from properties not a part of the Development. If required by law, the Manager shall establish separate accounts for holding tenants' security deposits, and funds in such accounts shall not be commingled with other funds of the Manager. Funds may only be withdrawn from the account by the Manager for permissible expenditures pursuant to this Agreement. The Manager acknowledges that ARRA has certain regularly scheduled payments that it must make on a regular basis out of the revenues from the Development, including debt 2 service on bonds. Accordingly, the Manager shall remit out of available funds promptly following collection not less than the amount of funds shown and not later than the dates shown in the schedule attached as Exhibit B hereto. ARRA shall have the right to adjust the dates and amounts shown in Exhibit B by written notice to the Manager. After the Manager has remitted to ARRA the funds as shown in Exhibit B, the Manager shall utilize and disburse the remaining funds as provided for in this Agreement. Within fifteen (15) days after the end of each calendar month, the Manager shall cause to be disbursed to ARRA all funds in any of the bank accounts established by the Manager (other than any accounts established for the deposit of tenants' security deposits), less any amounts which are necessary in order to meet anticipated expenses of the Development coming due during the next thirty (30) days, accompanied by the reports required under Section 6.3 below. (b) Repairs and Maintenance. (i) The Manager shall make all repairs and perform all maintenance on the buildings, grounds and other improvements of the Development necessary to maintain the Development in good well- maintained condition, in a manner comparable to similar professionally managed developments and otherwise in accordance with the approved Annual Management Plan (as defined in Section 6.5 below) and any other standards approved by ARRA from time to time. The Manager shall also perform or furnish any and all emergency repairs or services necessary for the preservation of the Development or to avoid the suspension of any service to the Development or danger to life or property. Emergency repairs or services may be made or furnished by the Manager without ARRA's prior approval, but only if it is not reasonably feasible to secure such prior approval. In any event, the Manager shall, not later than two (2) business days after performing or furnishing an emergency repair or service, notify ARRA of the details and cost thereof. (ii) Notwithstanding the provisions of Section 2.2(b)(i) above, the Manager's obligations for repair and maintenance of the Site and the Development shall not include repair and maintenance of utilities located within the public rights of way. Property the Manager shall maintain or caused to be maintained shall include the lateral utility lines from the public rights of way and within the buildings for the Development. The utilities located within the public rights of way (or street areas which are intended to become public rights of way) shall be the responsibility of ARRA, the City or the responsible utility, as more particularly described in the Annual Management Plan. For purposes of determining what constitutes "public rights of way," the parties hereto agree the "public rights of way" shall mean the existing roadways up to the curb line. (iii) Notwithstanding any other provision of this Agreement to the contrary, except for exterior services to the City - occupied buildings (other than roof repairs), the Manager shall have no obligations to perform Management Services with regard to any of the Excluded Properties, which responsibility shall be the sole responsibility of ARRA or other parties to which such responsibilities have been delegated by ARRA or City. (c) Service Contracts. Subject to the provisions of Section 3 below, the Manager shall enter into, in the Manager's name, as contractor (unless ARRA otherwise directs), contracts for the furnishing to the Development of such utility, maintenance and other 3 services and for the acquisition of such equipment and supplies as may be necessary for the management, operation, maintenance and servicing of the Development in accordance with this Agreement. Unless otherwise approved in writing by ARRA, all such contracts entered into pursuant to this subsection shall be cancelable upon not more than thirty (30) days' prior written notice and shall be assignable to ARRA, at ARRA's request. To the extent that any such contracts entered into pursuant to this subsection are required to be in the name of the ARRA or the City, as contractor, such contracts shall be submitted to ARRA for processing, review and execution by ARRA or the City, as appropriate. The Manager shall be responsible for the performance of all such contracts entered into pursuant to this subsection and ARRA shall have the right to enforce the obligations of the contractor under such contracts, whether such contractor is the Manager, ARRA, or the City directly against the Manager and it shall be the Manager's responsibility to enforce the terms of such contracts against the party(ies) to such contracts other than the contractor, whether such contractor is the Manager, ARRA, or the City. (d) Personnel. The Manager shall employ such personnel, as employees of the Manager and not of ARRA, as may be necessary in order for the Manager to perform its obligations hereunder. All wages, salaries, fringe benefits, other salary expenses and payroll taxes with respect to said employees shall be paid as set forth and approved in the then current Annual Management Plan (as described in Section 6.5 below) by the Manager, subject to, as applicable, payment or reimbursement pursuant to Section 8.1 of this Agreement. The Manager shall comply with all laws, statutes and ordinances relating to the employment of its employees, including, without limitation, those requiring workers' compensation insurance to cover all of the Manager's employees. The Manager shall remove from the Development all persons whom the Manager, in the exercise of its good business judgment, or whom ARRA, in its reasonable judgment, deems unnecessary or undesirable for the operation and management of the Development, which removal shall be in compliance with applicable laws, statutes and ordinances. (e) Other Services. The Manager shall perform all other services which are normally performed in connection with the operation and management of similar professionally managed developments; and specifically, without limiting the generality of the foregoing, the Manager shall perform, without additional charge, all services normally provided to tenants of similar developments. Compliance with Laws/Permits and Licenses. With regard to the performance of the Management Services, the Manager shall take such action as necessary to comply with all laws, rules and regulations and any and all orders or requirements of any governmental authority having jurisdiction there over affecting the Development, including, but not limited to, SB -975 enacted by the State of California on January 1, 2002. The Manager shall be responsible for assuring that all use permits necessary for tenancies are obtained. The Manager shall not knowingly permit the use of the Development for any purpose which might void or increase the premiums payable under any insurance policies held by ARRA. The Manager shall obtain and maintain during the term of this Agreement all appropriate permits, certificates and licenses, including, but not limited to, a City of Alameda Business License, that may be required in connection with the performance of services hereunder. To the extent permits, certificates or licenses are necessary for the Manager to conduct its operations, 4 the cost of such permits, certificates and licenses shall be at the Manager's sole expense and not an expense paid out of revenues from the Development. (g) Notices. The Manager shall promptly deliver to ARRA all notices received from any contractor, subcontractor, governmental or official entity, any tenant or any other party with respect to the Development. The Manager may sign and serve in the name of ARRA any and all notices required in connection with the proper performance by the Manager of the Management Services. (h) Cooperation. The Manager shall give ARRA all pertinent information and reasonable assistance in the defense or disposition of any claims, demands, suits or other legal proceedings which may be made or instituted by any third party against ARRA which arise out of any matters relating to the Development, this Agreement or the Manager's performance hereunder. (i) Leasing. The Manager shall provide those services set forth in Exhibit C, attached to and made a part of this Agreement, in connection with the marketing and leasing of the premises within the Development and shall receive, in consideration therefor, the leasing commissions specified in Exhibit C. Notwithstanding anything to the contrary contained in Exhibits A-1, Part 1; A-1, Part 2; A -2; or A -3, all leases must be executed by ARRA, or the Executive Director of ARRA, subject to such limitations as may be established by ARRA. (j) Tenant Relations. The Manager shall make itself fully familiar with the terms and provisions of all leases for space within the Development, shall perform all delegable duties of ARRA as landlord under each such lease, so that such lease shall remain in full force and effect, with no default by ARRA, and shall enforce the full performance of all obligations of the tenant under each such lease. The Manager shall maintain business -like relations with tenants, receive requests, complaints and the like from tenants and respond and act upon the foregoing in reasonable fashion. To insure full performance by tenants of all of their obligations, the Manager shall inspect the Development at least monthly, and, if appropriate, shall make demands on any tenants who have not performed such obligations to do so: The Manager shall notify all tenants of all rules, regulations, and notices as may be promulgated by ARRA, governing bodies and insurance carriers. If a lease with any tenant requires that the tenant maintain any insurance coverage, the Manager shall obtain insurance certificates and endorsements from such tenant evidencing compliance with the lease terms, and shall promptly notify ARRA if it is unable to obtain such certificates. (k) Legal Actions. Any proposed legal action in connection with a tenant, including actions to evict tenants in default and to recover possession of such tenants' premises, shall be referred to the City Attorney's office acting as general counsel for ARRA for review and handling. The Manager shall have no right to settle, compromise or release such actions or suits or reinstate such tenancies without prior approval of ARRA and the City Attorney. (1) Inspections. The Manager shall perform periodic comprehensive inspections of the Development, and report on such inspections to ARRA at least annually. In addition, the Manager shall inspect all exterior areas of the Development for safety hazards on a 5 monthly basis and shall report on such inspections to ARRA. The Manager shall initiate and maintain a sidewalk inspection and maintenance program and shall perform all inspection and reporting services with respect to sidewalks in accordance with such program and as more particularly set forth in the Annual Management Plan. The Manager shall also inspect all premises upon termination of leases, and shall inspect the roofs of buildings within the Development on a periodic basis as specified by ARRA. (m) Residential Management Agreement. Prior to or upon execution of this Agreement, the lease between the City and ARRA for the Residential Area will be terminated and the existing residential management agreement between the City and the existing Residential Manager shall be assigned to ARRA and the following shall apply: The Manager will be responsible for overseeing and administering the existing residential management agreement. The parties hereto contemplate that the Manager will enter into a new management agreement with a third party property manager, either the existing manager or a new manager ( "Residential Manager "), for the purpose of contracting for certain management services for the Residential Area. As used in this Agreement, the phrase "Residential Management Agreement" shall refer to the existing or new residential management agreement, as the case may be. During the term of such Residential Management Agreement, the Manager would not perform Management Services for the Residential Area, but would be obligated to oversee and administer the Residential Management Agreement. At all times following execution of this Agreement, the Manager is responsible for the performance of the Residential Management Agreement and ARRA shall have the right to enforce the obligations of the Manager for the Residential Area directly against the Manager. It shall be the Manager's responsibility to enforce the terms of the Residential Management Agreement against the Residential Manager. ARRA shall have the right to approve any such new Residential Management Agreement and Residential Manager and to the extent deemed necessary or appropriate by either party hereto, the provisions of this Agreement shall be amended accordingly. All costs and expenses, including any fee paid to the Residential Manager, shall be passed through to ARRA and the Manager will not be entitled to additional compensation or any override with respect to the Residential Management Agreement. In no event will ARRA be obligated for compensation for management services for the Residential Area that would exceed the amounts currently paid to the existing residential manager unless otherwise expressly approved by ARRA. (n) Port Services Agreements. Following execution of this Agreement, it is contemplated that the Manager will oversee and administer the existing agreement ( "MARAD Agreement ") between ARRA and the United States Department of Transportation Maritime Administration ( "MARAD ") allowing MARAD certain rights for berthing of ships and other uses in the port areas of the Development, as more specifically described in the MARAD Agreement. Under the MARAD Agreement, ARRA has agreed to provide certain services to MARAD and has in turn entered into an agreement with Trident Management to provide those services ( "Harbor Management Agreement "). The parties hereto further contemplate that the Manager will enter into a new Harbor Management Agreement to provide the required services under the MARAD Agreement with Trident or a third party ( "Harbor Manager "). Following execution of this Agreement, it is contemplated that the Manager will oversee and administer the existing Harbor Management Agreement and any new Harbor Management Agreement. ARRA shall have the right to approve any such new Harbor Management Agreement and Harbor Manager and to the extent deemed necessary or appropriate by either party hereto, the provisions of this Agreement shall be amended accordingly. The Manager will not be entitled to additional compensation or any override with respect to the Harbor Management Agreement. In no event will ARRA be obligated to pay amounts for services under the Harbor Management Agreement in excess of the amounts currently being paid to Trident unless otherwise expressly approved by ARRA. At all times following execution of this Agreement, ARRA shall have the right to enforce obligations under the Harbor Management Agreement directly against the Manager and it shall be the Manager's responsibility to enforce the terms of the Harbor Management Agreement against MARAD. 3. Approval of Contracts. Notwithstanding any teiul or provision of this Agreement to the contrary, except in the case of an emergency situation involving danger to persons or property, or as otherwise approved by ARRA, no contract or agreement for equipment, supplies, services or any other item shall be entered into by the Manager, in its name, on behalf of ARRA, unless the Manager shall have first complied with ARRA's procurement policies applicable to equipment, supplies and materials, a copy of which has been furnished to the Manager, or in the case of services, the Manager shall have first obtained and submitted to ARRA three competitive, written bids for the performance or furnishing of the same, and ARRA shall have approved the awarding of such contract or agreement. However, without such bidding and consent, the Manager may enter into contracts and agreements, in its name, on behalf of ARRA in the ordinary course of the management, operation, maintenance and servicing of the Development, such as, for example, involving the provision of utility, maintenance or other services or the furnishing of services to tenants in the Development, provided that such contract or agreement has already been approved in an Annual Management Plan (as described in Section 6.5 below). All service contracts shall contain a provision permitting ARRA to terminate such contracts and shall comply with the provisions of Section 2.2(c) of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Manager enter into, on behalf of ARRA, any agreement with the Manager and/or any affiliate of the Manager without the prior written consent of ARRA, which consent shall specifically reference the affiliation of the Manager with the contracting party. 4. Indemnification. (a) Except for loss, damages, liability, claims, suits, costs and expenses, including reasonable attorneys' fees, caused solely by the negligence of the Indemnified Party (as hereinafter defined) which would otherwise be entitled to indemnification, the Manager shall indemnify, defend and hold harmless ARRA, the City, its City Council, Alameda Power and Telecom, the Alameda Housing Authority, the Community Improvement Commission, and each of their respective officers, employees. agents, members, board and commissions (each an "Indemnified Party ") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, regardless of the merits or outcome of any such claim or suit, arising from or in any manner (i) connected to the Manager's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement or any acts beyond the scope of the Manager's authority hereunder, or (ii) accruing to or resulting from any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the Manager's negligent act or omission regarding performance of services 7 or work conducted or performed pursuant to this Agreement or any acts beyond the scope of the Manager's authority hereunder. Agreement. (b) The foregoing indemnities shall survive termination of this 5. Insurance. 5.1 Liability Coverages. (a) The Manager, at the cost of Manager, shall maintain, or cause to be maintained, liability insurance coverages relating to the Development as follows: (i) Comprehensive, broad form general an amount not less than Six Million and No /100ths Dollars ($6,000 000.0 liability insurance, in limit. At least $1,000,000 shall be primary � 0 }, combined single p ary and the remainder may be maintained, as applicable, as umbrella or excess liability coverage. owned vehicles, in an amount (ii) ot less than One lMillion and No/100ths Dollars hired 0,000. or non- combined single limit. ollars ($1,000,000.00), (iii) Workers' compensation, as required by law, and employer's liability in an amount not less than One Million and No /100ths Dollars ($1,000,000.00). professional liability insuranceifor errors d2omissions for the proff ss os l acts,0 errors 0) of an omissions of the Manager or its employees and agents related to any services performed by the Manager hereunder requiring a real estate broker's license. (v) The undertaken any construction involving heaManager p equipment, such as grading r permit to be equipment, without prior approval of �' g or earthmoving may additional insurance from the Manager or the contractor or subcontractor upon requiring for performing the work. as described in Subsection (v)(above, the With Manager shall causetthe construction c ntra ors a d subcontractors to provide the following insurance coverages: t1On contractors and (A) The construction contractor shall provide owner's protective coverage, in an amount not less than Three Million and No /100ths Dollars ($3,000,000.00), combined single limit. (B) Comprehensive, insurance, including products and completed operations, in anbamount not less than bne and No /100ths Dollars ($1,000,000.00), combined single limit. If such insurance is provided under a blanket policy, a separate general liability and completed operations aggregate limit shall 8 apply to the Development. The completed operations coverage shall be maintained for at least two (2) years following completion of construction. (C) Liability insurance for owned, hired and non -owned vehicles, in an amount not less than Five Hundred Thousand and No /100ths Dollars ($500,000.00), combined single limit. (D) Workers' compensation, as required by law, and employer's liability in an amount not less than One Million and No /100ths Dollars ($1,000,000.00). (vii) The Manager shall also cause contractors and subcontractors to maintain, as applicable, umbrella, or excess liability, coverage, in an amount not less than Three Million and No /100ths Dollars ($3,000,000.00) unless the City's Risk Manager expressly approves in writing lesser amounts. Such insurance shall be in excess of all liability coverages required in the above subsections to be maintained by the contractors and subcontractors. (viii) To the extent the Manager is directly or indirectly involved in any type of excavation at Alameda Point, it must obtain prior written approval of ARRA, which may condition such approval on requiring pollution legal liability insurance in an amount to be determined by ARRA based on the scope of work. (b) The professional and pollution legal liability policies required pursuant to this Section 5.1 shall be written on a "claims made" form with a "one year extended reporting provision" that survives this Agreement. All other liability policies required hereunder shall be written on an occurrence basis. The required coverages may be provided by a blanket, multi - location policy, if such policy provides a separate aggregate limit per occurrence for the benefit of the Development. 5.2 Surety Bond. Employees of the Manager who handle or are responsible for funds of ARRA shall be covered by a surety bond (the cost of which shall be an expense of the Manager, and not of ARRA) in an amount of not less than two (2) times the monthly Gross Receipts (as hereinafter defined). (a) Gross Receipts shall include payments received from tenants for: (i) rent, including payments made in consideration of the cancellation, surrender or modification of any lease or made by reason of any default thereunder, or the application of security deposits; (ii) taxes, including real estate taxes, general or special assessments and taxes on rental income (excluding ARRA's federal income taxes) not paid directly by tenants to the taxing authorities; (iii) operational or common area expenses or other such items, including all payments or reimbursements by tenants for operating, maintenance, upkeep and 9 repair expenses for the buildings, other improvements and grounds of the Development, landscaping and exterior painting of the buildings and resurfacing of paved areas; fire, extended coverage and casualty insurance premiums and premiums for any other kind of insurance, including rent loss insurance; and water, sewer, fuel and other utility services not separately metered and directly payable by tenants of the Development; and (iv) management fees for the day -to -day operation and management of the Development. for: (b) Gross Receipts shall not include payments received from tenants (i) the repair of any damage to the Development or any other tenant reimbursement to ARRA for costs or damages for which the tenant is responsible; (ii) management services in addition to the day -to -day operation and management of the Development; (iii) any security or other deposits unless or until applied; or (iv) any portion of rent attributable to amortization of above - standard tenant improvements or other capital investment. (c) Further, Gross Receipts shall not include any other amounts and sums collected or received which are related to the Development, including, without limitation, income derived from interest on bank accounts or otherwise, hazard or liability insurance or eminent domain proceeds, tax abatement awards, discounts and dividends on insurance policies and remodeling and other like costs charged to tenants. 5.3 General Requirements. (a) Required Provision All insurance policies required under this Section 5 other than workers' compensation and professional liability insurance for errors and omissions shall (i) name ARRA and all other parties specified in Subsection 5.3(f) below as additional insureds, (ii) be issued by an insurer and be in a form and contain terms, all as reasonably approved by ARRA and the City's Risk Manager, (iii) provide that such policies shall not be canceled nor shall any material change be made therein without at least thirty (30) days' prior written notice to ARRA, and (iv) provide that any loss shall be payable to ARRA and any other additional named insured specified in Subsection 5.3(f) below notwithstanding any act or negligence of the Manager which might otherwise result in forfeiture of such insurance. (b) Ram. All insurers providing the coverages specified in this Section 5 shall be rated A -VII or better by Best's and shall otherwise be subject to the prior approval of the City's Risk Manager. (c) Certificates of Insurance. On or before the commencement of the term of this Agreement, the Manager shall furnish ARRA and the City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance 10 coverage in compliance with this Agreement. Such certificates, which do not limit the Manager's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Alameda by certified mail, Attention: Risk Manager." It is agreed that Manager shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company or companies licensed to do insurance business in the State of California and domiciled in the United States of America. Endorsements naming the additional insureds specified in Section 5.3(0 below shall be submitted with the insurance certificates. The Manager shall also provide ARRA with certificates evidencing and further insurance coverages required by this Section.5 (whether maintained by the Manager or by contractors and subcontractors) prior to the commencement of any activity or operation which could give rise to a loss to be covered by such insurance. Replacement certificates shall be sent to the City's Risk Manager as policies are renewed, replaced or modified. (d) Investigation of Claims. The Manager shall promptly report any conditions or incidents of which the Manager becomes aware which could give rise to a claim or lawsuit against ARRA or involving the Development. The Manager shall promptly investigate and make a full, timely, written report to any insurance company providing coverage, with a copy to ARRA and the City's Risk Manager, of all accidents, claims, or damage relating to the ownership, operation and maintenance of the Development, any damage or destruction to the Development and the estimated cost of repair thereof, and shall prepare any and all further reports required by any such insurance company in connection therewith. The Manager shall have no right to settle, compromise or otherwise dispose of any claims, demands or liabilities, whether or not covered by insurance, without the prior written consent of ARRA and the City's Risk Manager. (e) Failure to Secure. If the Manager at any time during the term hereof should fail to secure or maintain the foregoing insurance, ARRA shall be permitted to obtain such insurance in the Manager's name or as an agent of ARRA and shall be compensated by the Manager for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. (f) Additional Insureds. ARRA, the City, the City Council, Alameda Power and Telecom, Alameda Housing Authority and the Community Improvement Commission and their respective boards, commissions, officers, employees and agents shall be named as additional insureds under all insurance coverages required by this Agreement except the Workers' Compensation coverage and professional liability insurance . The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. The insurance the Manager is required to carry or cause to be carried under this Agreement shall be primary. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance required to be provided by this Agreement. 11 City's (g) Deductibles. c tibles. All deductibles shall be subject to the approval of the Cit s Risk Manager. No self - insured retentions shall be permitted. (h) Subroaation Waiver. The Manager agrees that in the event of loss due to any of the perils for which the Manager has agreed to provide comprehensive general and automotive liability insurance, the Manager shall look solely to the Manager's insurance for recovery. The Manager hereby grants to the City and ARRA, on behalf of any insurer providing comprehensive general and automotive liability insurance to either the Manager or the City or ARRA with respect to the services of the Manager herein, a waiver of any right to subrogation which any such insurer of the Manager may acquire against the City or ARRA by virtue of the payment of any loss under such insurance. (i) Sufficiency of Insurance. The insurance limits required by ARRA or the City are not represented as being sufficient to protect the Manager. The Manager is advised to confer with the Manager's insurance broker to determine adequate coverage for the Manager. 6. Records and Reports. 6.1 Records. (a) The Manager shall maintain a comprehensive system of office records, books, and accounts. ARRA, the City and their respective representatives shall, at all times, have access to any records, books, and accounts and to all vouchers, files and all other materials pertaining to the Development and this Agreement, including without limitation computer records and electronic data, all of which the Manager agrees to keep safe, available and separate from any records not relating to the Development. The records shall be in sufficient detail to permit an evaluation of the Manager's performance of the services required under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. The Manager shall provide access to ARRA, the City or their respective designees during normal business hours upon request by the City or ARRA. The records shall be kept on -site at the Development as soon as the Manager establishes a property management office on -site; prior to such time the Manager shall make the records available to the City or ARRA at the Development within three (3) business days of request by the City or make any copies or transcripts therefrom itwish s, and inspect all work, data, documents, the records, proceedings, and activities related to this Agreement. Such records shall be kept separate �from other documents of the Manager and shall be maintained for a period of three (3) years after receipt of final payment. For purposes of this provision, the term "record" shall have the definition it has in the Public Records Act of the State of California (Cal. Gov't. Code Section 6250 et seq.). due to concerns raised (b) by the supplemental examination or internal financial controls, or If supplemental examination or audit of the records is necessary City's preliminary examination or audit of records, and the City's audit of the records discloses a failure to adhere to appropriate other breach of contract or failure to act in good faith, then the 12 Manager shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit. 6.2 Cooperation. The Manager will cooperate with, and give reasonable assistance to, any accountant or other person designated by ARRA to examine such records. 6.3 Monthly Reports. On or before the fifteenth (15th) day of each calendar month, the Manager shall deliver to ARRA, for each building comprising the Development, and also for the Development as a whole, the following reports, for the preceding month: (a) Accounting. A cash flow operating statement, a funds from operations statement (cash basis), an income statement (cash basis), a balance sheet (cash basis) and a statement of cash flows. Such statements shall present the results of operations of each building and the Development as a whole for the preceding calendar month and for the year -to- date. (b) Rent Roll and Accounts Receivable Aging Reports. Reports setting forth a rent roll, presentation rent roll, tenant delinquencies and the aging of accounts payable. (c) Inspection Reports. A report of all significant and material findings, if any, of the Manager's inspections of tenants' premises pursuant to this Agreement. (d) Capital Expenditure Reports. Reports providing details of capital expenditures, including tenant improvements, for the preceding month and for the remainder of the calendar year, itemized by type of capital expenditure. (e) Updated Forecast. A statement setting forth in detail the estimated revenues, expenses, capital expenditures, for each of the remaining months of the calendar year. The Manager shall also set forth on a monthly basis the estimated cash flow to ARRA. (f) Book and Tax Projections. If requested by ARRA (at ARRA's cost), projections of the current year's net income or loss on a book and tax basis, together with statements supporting the calculation of these projections. ARRA will notify the Manager of the specific date on which the projections are due. (g) Receivables Aging Reports. A list of all accounts receivable outstanding as of the end of the preceding month, specifying the amount due, the nature of the receivable, the person or entity from whom due, the age of the receivable and a summary of collection efforts to date. (h) Bank Reconciliation. A reconciliation for each of ARRA's bank accounts related to the Development of the activity in such account for the preceding month and for the year -to -date. 6.4 Annual Reports. Within forty -five (45) days after the end of each calendar year, the Manager shall deliver to ARRA a cash flow operating statement, a funds from 13 operations statement (cash basis), an income statement (cash basis), a balance sheet (cash basis) and a statement of cash flows, each for or as of the end of the immediately preceding year. 6.5 Annual Management Plan. The Manager acknowledges that the fiscal year for the City and ARRA is July 1 -June 30. No later than May 1st of each year, or such other date specified in a written notice from ARRA to the Manager, the Manager shall submit to ARRA, for ARRA's written approval (which shall not be unreasonably withheld), proposed budgets, operating plans and leasing plans (the "Annual Management Plan") for each building comprising the Development and for the Development as a whole, and a description of the Management Services to be provided by the Manager during next fiscal year. The Manager shall provide such other financial data and other information as may be required by ARRA in connection with the preparation of its annual business plan or which may otherwise be reasonably requested by ARRA. The first Annual Management Plan dated April 22, 2002 has been delivered to ARRA for review and approved by ARRA prior to the Agreement Date. The initial budget for the first Annual Management Plan is attached hereto as Exhibit E. 6.6 Format. At ARRA's request, the Manager shall make available to ARRA all reports required hereunder in an electronic format reasonably acceptable to ARRA and compatible with ARRA and the City's computer system and software. Reports shall be substantially in the format set forth in Annual Management Plan, provided that ARRA may request changes from time to time. All Reports required to be provided by this Agreement shall be printed on recycled paper. 6.7 Use of Reports. All reports prepared by the Manager may be used by ARRA or the City in execution or implementation of: (a) The original services for which the Manager was hired; (b) Continuation of the services by others; (c) Subsequent additions to the original services; and/or (d) Other services being furnished to ARRA or the City, as the City and ARRA deem appropriate. 6.8 No Distribution Without Approval. No report, information or other data given to or prepared or assembled by the Manager pursuant to this Agreement shall be made available to any individual or organization by the Manager without prior approval by ARRA. 7. Compensation for Management Services; Budget Adjustment. 7.1 ARRA shall pay to the Manager as compensation for performing the Management Services in furtherance of the redevelopment, reuse and further development of the Site amounts budgeted for costs and expenses of all services provided under this Agreement, including those costs and expenses which are specifically reimbursable under Section 8.1 below, in accordance with the budget attached hereto as Exhibit E, as such budget may be adjusted pursuant to Section 7.2 below. The line item on Exhibit E listed as the "Off -Site Management 14 Fee" shall be paid monthly, in arrears, within fifteen (15) days following the end of each calendar month. 7.2 The initial budget for the first Annual Management Plan attached hereto as Exhibit E may be adjusted on an annual basis as follows: (a) If the Manager desires to adjust the budget shown on Exhibit E, the Manager shall send written notice (the "Budget Adjustment Request ") to ARRA no later than April 1. The Budget Adjustment Request shall include the proposed budget adjustments. In no event shall such adjustments collectively exceed three percent (3 %) of the prior year's annual budget. (b) The parties hereto agree to negotiate in good faith any such budget adjustments requested in the Budget Adjustment Request for a period not to exceed June 1 of the same year of the Budget Adjustment Request. (c) If the parties hereto either (i) do not reach agreement regarding the requested budget adjustments, or (ii) if ARRA does not approve the requested budget adjustments by July 1 of the same year as the Budget Adjustment Request, then the annual budget shall not be adjusted and shall be the same as the annual budget approved and in place at the time the Budget Adjustment Request was received by ARRA. 8. Expenses. 8.1 Expense of ARRA. All payments made or expenses incurred by the Manager in the performance of the Management Services shall be paid or reimbursed by ARRA, except as otherwise provided in this Agreement or the Annual Management Plan. Both parties acknowledge that ARRA shall not be obligated to pay or reimburse the Manager for any expenses incurred by the Manager in connection with the leasing of premises within the Development, or for office equipment, office supplies of the Manager postage or overnight delivery costs, for any general overhead expense of the Manager, or for any salaries of those employees and/or agent types (other than those identified on Exhibit D attached hereto), and all such employees shall be compensated directly by the Manager. The employee and/or agent types identified on Exhibit D ( "Reimbursable Employees ") shall be subject to the obligation of ARRA to reimburse the Manager for such salaries in accordance with the provisions of the Annual Management Plan and not to exceed the budget attached as Exhibit E, as such budget may be adjusted pursuant to Section 7.2 above. 8.2 Payment by the Manager. Subject to Section 8.3 below, without the necessity of obtaining the prior written consent of ARRA, the Manager shall make all payments for repairs and maintenance costs incurred and equipment and supply purchases made in accordance with this Agreement, and under contracts existing prior to the effective date of this Agreement or approved or authorized pursuant to this Agreement, but only if such payments (a) will not cause the annual expenditure under a budget line item to exceed the approved budget (as set forth in the Annual Management Plan) by the lesser of Five Thousand and No /100ths Dollars ($5,000.00) or ten percent (10 %) or more of the amount of such budget line item, and (b) will not, as a result of actual savings to date in other budget line items, cause the total projected 15 annual expenditures to exceed the approved budget. However, in the case of casualty, breakdown in machinery or other similar emergency, the Manager may make payments for repairs, maintenance, equipment or supplies in excess of such authorization amounts if, in the opinion of the Manager, emergency action prior to written approval is necessary to prevent additional damage or a greater total expenditure, to protect the Development from damage or to prevent a default on the part of ARRA as landlord under a lease, but in no event shall the Manager be authorized to expend more than Five Thousand and No /100ths Dollars ($5,000.00). In such cases, such authority shall terminate upon the cessation of the emergency and the Manager will notify ARRA of the expenditure within two (2) days after such expenditure. 8.3 Use of Proceeds. The Manager acknowledges receipt from ARRA of a copy of Article 6 "Use of Proceeds from Sale or Lease" of the NAS Economic Development Conveyance Agreement executed between ARRA and the Navy for the Site ( "EDC "). ARRA and the Manager both acknowledge and agree that the revenues from the Development shall be applied for the allowable uses in compliance with Sections 6(a) and 6(b) of the EDC. 8.4 Source of Payment. Any authorized payments made by the Manager on behalf of ARRA shall only be made out of such funds as the Manager may from time to time hold for the account of ARRA or as may be provided by ARRA. 8.5 No Duel ice. The Manager and ARRA acknowledge that Alameda Point Community Partners, LLC ( "APCP ") has certain other relationships that exist or may exist in the future with ARRA and the City in connection with the master development of the Site, including potential leases and development agreements. Accordingly, the parties hereto agree that in determining cost formulas in negotiating the terms of any future agreements, no duplication of the amounts paid to the Manager shall occur in determining amounts payable by or credits allowed to APCP under such future agreements. In no event is this provision intended to give APCP or its successors or assigns any greater rights than they may have through agreements other than this Agreement. 9. Tenn and Termination. 9.1 Term. The term of this Agreement commenced on the Agreement Date, and shall continue through the end of this calendar year and for successive periods of one (1) year thereafter, unless terminated pursuant to Sections 9.2 or 9.3 of this Agreement. Upon any termination of this Agreement by ARRA or the Manager, with or without cause, the Manager shall be entitled only to the fees and reimbursement which have accrued hereunder but have not yet been paid through the effective date of termination and any leasing commissions pursuant to Exhibit C attached hereto which have been earned but are unpaid as of the date of termination. 9.2 Termin_yARRA (a) For ARRA may terminate this Agreement, effective immediately upon receipt by the Manager of written notice of ARRA's election to do so, if: (i) In ARRA's reasonable judgment, the Manager has mismanaged the Development or has been negligent in the management, operation, maintenance or servicing of the Development or has otherwise defaulted in the performance of its obligations 16 hereunder, and has not remedied or cured the facts giving rise to ARRA's right to terminate under this subsection within thirty (30) days after receipt of written notice from ARRA specifying such facts; (ii) A receiver, liquidator, or trustee of the Manager shall be appointed by court order, or a petition to liquidate or reorganize the Manager shall be filed against the Manager under any bankruptcy, reorganization, or insolvency law and such order or petition is not vacated or dismissed within sixty (60) days, or the Manager shall file a petition in bankruptcy or request a reorganization under any provision of the bankruptcy, reorganization, or insolvency laws, or if Manager shall make an assignment for the benefit of its creditors, or if the Manager is adjudicated a bankrupt; (iii) There is damage or destruction to the Development and ARRA elects not to rebuild or restore the Development; (iv) The Manager fails to make payment of any amounts payable to ARRA on the due dates set forth hereunder; provided that such failure shall not be an event of default if the Manager makes such payment within seven (7) days after notice from ARRA of such failure, but the Manager shall not be entitled to such seven (7) days' notice more than twice in any twelve month period. (b) Without Cause. Upon ninety (90) days' written notice to the Manager, ARRA may terminate this Agreement at any time, in its sole discretion, without cause of any kind. (c) Termination of LIFOC. This Agreement shall terminate immediately if ARRA no longer has a right to use and possess the Site by termination of the LIFOC or for any other reason except as a result of conveyance of the Site to ARRA. 9.3 Termination by Manager. (a) For Cause. The Manager may terminate this Agreement, by written notice to ARRA, if ARRA has defaulted in its obligations hereunder, and has not cured such default within thirty (30) days after receipt of written notice from the Manager specifying such default. (b) Without Cause. Upon ninety (90) days' written notice to ARRA, the Manager may terminate this Agreement at any time, in its sole discretion, without cause of any kind. 9.4 Manager's Obligations after Termination. Upon the expiration or termination of this Agreement pursuant to Sections 9.2 or 9.3 of this Agreement, the Manager shall: (a) deliver to ARRA, or to such other person or persons designated by ARRA, copies of all books and records of the Development and all funds in the possession of the Manager belonging to ARRA or received by the Manager pursuant to the terms of this Agreement; 17 (b) deliver to ARRA any and all funds of ARRA on hand or in any bank account, including all security deposits of tenants, if not previously delivered to ARRA, less any unpaid compensation due to the Manager pursuant to this Agreement, and less any other reimbursements due to the Manager under this Agreement; (c) deliver to ARRA, as received, any funds due to ARRA under this Agreement but received after such termination; all (d) deliver to documents, plans, specifications, promotioAnal Ama materials and �other supplies, t keys, pertaining Development; and materials pertaining to the (e) assign, transfer or convey to such person or persons all service contracts and personal property relating to or used in the operation and maintenance of the Development, except any personal property which was paid for and is owned by the Manager. The Manager shall, at its cost and expense, remove all signs that it may have placed at the Development indicating that it is the Manager of the Development and repair and restore any damage resulting therefrom. The Manager shall also, for a period of ninety (90) days after such expiration or termination, make itself available to consult with and advise ARRA, or such other person or persons designated by ARRA, regarding the operation and maintenance of the Development. 10. Indebendent Contractor. The Manager is an independent contractor and, as such, shall be solely responsible for all of its employees, for the supervision of all persons performin services in connection with the performance of all of ARRA's obligations relating to the g maintenance and operation of the Development, and for determining the manner and time of performance of all acts hereunder. Nothing herein contained shall be construed to establish the Manager as an agent of ARRA beyond the scope of authority expressly granted hereunr, or create a joint venture or partnership between the Manager and ARRA. No civil service status or other right of employment will be acquired by any person by virtue of the Manager's services pursuant to this Agreement. None of the benefits provided by the City or ARRA to their employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available to the Manager, its employees, independent contractors or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from the compensation due the Manager under this Agreement. Payments of the above items, if required to or on behalf of any individual providing services under this Agreement, are the responsibility of the Manager. 11. Consents and A provals. To be effective, consents and approvals of ARRA shall be in writing. All such requests shall be directed to the City Manager or such representative as the City Manager shall have designated in writing ( "Designated ARRA Representative "), and approvals from such person shall constitute the approval of ARRA. 18 12. Assignment. (a) This Agreement is a contract for the personal services of the Manager, and the Manager may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without ARRA's prior written approval, which may be withheld in the sole discretion of ARRA. ARRA shall not be required to accept performance hereunder by any person other than the Manager, including without limitation, the Manager as debtor in possession under the Bankruptcy Code, any trustee of the Manager appointed under the Bankruptcy Code, or any assignee of such trustee or of the Manager. (b) For purposes of this Agreement, any change in the constituent entities comprising APCP as of the Agreement Date shall be deemed to be an assignment requiring the approval of ARRA in its sole discretion. (c) Without derogating from the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 13. No Waiver. The failure of ARRA to seek redress for breach, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement, shall not constitute a waiver thereof, and ARRA shall have all remedies provided herein and by applicable law with respect to any subsequent act which would have originally constituted a breach. 14. Limitation on Liability. The Manager agrees that the obligations incurred by ARRA under this Agreement shall not constitute personal obligations of the employees, or any other principals or representatives of ARRA. The Manager further agrees that its recourse against ARRA under this Agreement shall be strictly limited to ARRA's interest in the Development, and that the Manager shall have no recourse to any other asset of ARRA, or any other principal or representative of ARRA for the satisfaction of any of ARRA's obligations hereunder. 15. Transactions With Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the Manager shall not enter into or advise ARRA to enter into, any agreement or arrangement with the Manager or any party affiliated with the Manager, directly or indirectly at ARRA's expense or directly or indirectly on behalf of ARRA, without the written notification of ARRA. The provisions of this Section 15 are not intended to limit the fiduciary duties of the Manager to ,ARRA contained in this Agreement or under common law. 16. Notices. Unless otherwise specifically provided, all notices, demands, statements and communications required hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, or by Federal Express or similar overnight courier, if intended for ARRA, addressed to ARRA at: 19 Alameda: With copies to: City of Alameda 2263 Santa Clara Avenue Alameda, California 94501 Attention: City Manager City of Alameda 2263 Santa Clara Avenue Alameda, California 94501 Attention: City Attorney Alameda Point Development Services 950 West Mall Square Alameda, CA 94501 -2272 Attention: Manager, Base Reuse and if intended for the Manager, addressed to the Manager at: Alameda Point Community Partners c/o McClellan Business Park 5241 Arnold Avenue McClellan, CA 95652 Attention: Jay Heckenlively, Senior Vice President or to such other address as shall, from time to time, have been designated by written notice by either party to the other party as herein provided. Unless otherwise specified herein, such notices, demands, statements and communications shall be deemed received (a) on the date delivered (or the date delivery is refused) if delivered in person; (b) three (3) business days after being deposited with the U.S. Mail, if sent by registered or certified mail, postage prepaid, or (c) one (1) business day after being sent, if sent by Federal Express or similar overnight courier. 17. Captions. The captions of this Agreement are inserted only for the purpose of convenient reference and do not define, limit or prescribe the scope or intent of this Agreement or any part hereof. 18. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of California. Any suits brought pursuant to this Agreement shall be filed with the Courts of the County of Alameda, State of California. 19. Entire Agreement. This Agreement embodies the entire understanding of the parties hereto and there are no further agreements or understandings, written or oral, in effect between the parties hereto relating to the subject matter hereof. 20. Conflict of Interest. The Manager warrants that is not a conflict of interest for the Manager to perform the services required by this Agreement. The Manager may be required to fill out a conflict of interest form if the services provided under this Agreement require the Manager to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 20 21. Immigration Reform and Control Act. The Manager assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder pursuant to the Immigration Reform and Control Act CIRCA") and all other applicable federal and state laws, rules and regulations governing the immigration and citizenship status of employees. In addition to the indemnification provided by Section 4 hereof, the Manager shall indemnify and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by the Manager. 22. Compliance with Fair Housing Act of 1968. The Manager shall comply with the requirements of the Fair Housing Act of 1968 and all other applicable federal and state fair housing laws, rules and regulations. 23. Non - Discrimination. The Manager agrees that harassment or discrimination directed toward any person, including a job applicant, a City or ARRA employee, or a citizen by the Manager or any of the Manager's employees or subcontractors on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated in the delivery of services or otherwise in connection with the performance of this Agreement. The Manager agrees that any and all violations of this provision shall constitute a material breach of this Agreement and may result in its termination. 24. Warranty of Authority. Each party hereto represents and warrants to the other that this Agreement has been duly authorized, executed, delivered and that the individual executing this Agreement on behalf of such party is duly authorized to do so. 25. Compliance with Marsh Crust Ordinance. The Manager shall perfoim or cause its contractors to perform all excavation work in compliance with the City's Marsh Crust Ordinance as set forth at Section 13 -56 of the Municipal Code. Prior to performing any excavation work, the Manager shall verify with the City's Building Official whether the excavation work is subject to the Marsh Crust Ordinance. The Manager or its contractor shall apply for and obtain permits from the City's Building Services on projects deemed to be subject to the Marsh Crust Ordinance. 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ALAMEDA: ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY By: Date: Executive Director RECOMMENDED FOR APPROVAL: Doug Yount Development Services Director APPROVED AS TO FORM: eneral Cou sel 22 MANAGER: ALAMEDA POINT COMMUNITY. PARTNERS, LLC, a California limited liability company By: Title: 1 4,01 111,414 • i Date: 4) 25- )C) EXHIBIT A MAP OF SITE -- Map of Site 9 8 7 6 \ 5 mac EXHIBIT A -1 - PART 1 EXCLUDED PROPERTIES LIST OF LEASED PROPERTIES ALAMEDA POINT COLLABORATIVE PROPERTIES EXHIBIT A-1, PART 1 EXCLUDED PROPERTIES List of Leased Properties Alameda Point Collaborative Housing — Bessie Coleman Court 2500 Barberst Road 17 2520 Barbers Point Road 17 2530 Barbers Point Road 19 Total Units �= 53 Units Housing — Dignity Commons 230 Moonlight Terrace 4 2330 Moonli h�Ternano ~ 4 2300 Rainbow Court 2301 Rainbow Court 6 4 2320 Rainbow Court 3 2350 Rainbow Court 3 2370 Rainbow Court 4 Total Units 28 Housing — Dignity Housing West 230 Corpus Christ Road 24O Corpus Chh� Christi 4 4 2451 Orion Street 2471 Orion Street 4 6 201 Stardust Place 4 251 Stardust Place 4 271 Stardust Place 4 Total Units 30 Housing — Mariposa 2500 Pensacola Road 331 Stardust Place 6 351 Stardust Place 6 4 350 West Midway Avenue Total Units � 20 Housing — Mirama 451 Corpus Christ Road 471 Corpus 1 (� 1 501 Corpus Christ Road 531 Corpus Christi Road 1 551 Corpus Christi Road 1 571 Corpus Christi Road 1 450 Pensacola Road 1 470 Pensacola Road 1 500 Pensacola Road 1 1 A1 Part 1; Page 1 530 Pensacola Road 1 550 Pensacola Road 1 570 Pensacola Road 1 Total Units 12 Housing — Spirit of Hope I & 1I 120 Corpus Christi Road 5 170 Corpus Christi Road 4 201 Corpus Christi Road 5 250 Corpus Christi Road 1 251 Corpus Christi Road 1 270 Corpus Christi Road 1 271 Corpus Christi Road 1 300 Corpus Christi Road 1 301 Corpus Christi Road 1 330 Corpus Christi Road 1 331 Corpus Christi Road 1 350 Corpus Christi Road 1 351 Corpus Christi Road 1 370 Corpus Christi Road 1 371 Corpus Christi Road 1 450 Corpus Christi Road 1 470 Corpus Christi Road 1 2591 Orion Street 4 2601 Orion Street 4 2651 Orion Street 4 2751 Orion Street 4 2580 Pensacola Road 1 Total Units 45 Housing — Unity Village 2810 Barbers Point Road 1 200 Corpus Christi Road 4 500 Corpus Christi Road 1 530 Corpus Christi Road 1 550 Corpus Christi Road 1 2501 Pensacola Road 4 Total Units 12 Other APC Properties 451 Stardust Place 650 West Ranger Avenue 677 West Ranger Avenue 751 West Ranger Avenue Parcel 98 — Garden Parcel 99 — Nursery 10002.0011w- Exhibit A -1 Part 1; Page 2 EXHIBIT A-1 - PART 2 EXCLUDED PROPERTIES BUILDINGS /GROUNDS OCCUPIED AND MAINTAINED BY THE CITY AT ALAMEDA POINT EXHIBIT A -1, PART 2 EXCLUDED PROPERTIES Buildings /Grounds Occupied and Maintained by the City at Alameda Point Building Number Building Name Location /Address Square Feet #1 City Hall West 950 W. Mall Square 48,946 s.f. #6 Fire House/P.W. Maintenance Annex 950 W. Ranger Ave 39,580 s.f. #76 Swimming Pool 1111 W. Redline Ave.. . 24,736 s.f. #60 Officers Club 641 W. Redline Ave. 29,538 s.f. #134 Gymnasium 1101 W. Redline Ave. 36,959 s.f. #522 Training Center 431 Stardust Place 2,400 s.f. #2 Wing 2 Telephone Switch/Storage 1025 W. Midway Ave. 8,400 s.f. #419 Pump Station #194 Storage Bldg. 950 W. Ranger Ave. 850 s.f. #397 Storage Bldg. 1690 Orion St. 17,300 s.f. #625/626 P.W. Storage/Recycling Site 1450 Viking 3,400 s.f. Structure 176 Army Well Pump House 330 s.f. T95 Army Well Tank 900 s.f. #2 Lift Station 500 block of Sunrise 240 s.f. #3 Lift Station 2991 Main Street 230 s.f. #4 Lift Station 1501 Viking 150 s.f. #5 Lift Station 1604 Ferry Point 100 s.f. #8 Lift Station 200 block of Ticonderoga 300 s.f. #14 Lift Station 330 West Hornet 100 s.f. #16 and #551 Lift Station 300 block of West Hornet 3,820 s.f. #19 Lift Station 2551 Lexington 250 s.f. #20 Lift Station 50 West Hornet 100 s.f. Grounds Piedmont Soccer Field Grounds City of Alameda Soccer Field (Rec. and Parks Dpt.) EXHIBIT A -2 MAP OF ALAMEDA POINT COLLABORATIVE EXCLUDED PROPERTIES EXHIBIT A -3 LIST OF RESIDENCES EXHIBIT A -3 LIST OF RESIDENCES Market rate residential rental addresses: Townhouses 2540 -A Barbers Point Road 2540 -B Barbers Point Road 2540 -C Barbers Point Road 2540 -D Barbers Point Road 2601 -A Barbers Point Road 2601 -B Barbers Point Road 2601 -C Barbers Point Road 2601 -D Barbers Point Road 2651 -A Barbers Point Road 2651 -B Barbers Point Road 2651 -C Barbers Point Road 2651 -D Barbers Point Road 2600 -A Lemoore Road 2600 -B Lemoore Road 2650 -A Lemoore Road 2650 -B Lemoore Road 2700 -A Lemoore Road 2700 -B Lemoore Road Total Ranch homes 2811 Barbers Point Road 2820 Barbers Point Road 2821 Barbers Point Road 2830 Barbers Point Road 2831 Barbers Point Road 2840 Barbers Point Road 2841 Barbers Point Road 2850 Barbers Point Road 2860 Barbers Point Road 2861 Barbers Point Road 2870 Barbers Point Road 2901 Barbers Point Road 2701 Lemoore Road 2750 Orion 2745 Pearl Harbor Road 2756 Pearl Harbor Road 2760 Pearl Harbor Road 2775 Pearl Harbor Road 2780 Pearl Harbor Road 18 2790 Pearl Harbor Road 2800 Pearl Harbor Road 2820 Pearl Harbor Road 2830 Pearl Harbor Road 2840 Pearl Harbor Road 2850 Pearl Harbor Road 2855 Pearl Harbor Road 2815 San Diego Road 250 West Essex Drive 301 West Essex Drive 350 West Essex Drive 555 West Essex Drive Total 31 Big Whites 2765 Newport Road 2801 Newport Road 2815 Newport Road 2825 Newport Road 2805 Pearl Harbor Road 2825 Pearl Harbor Road 2845 Pearl Harbor Road 2775 San Diego Road 2805 San Diego Road 2835 San Diego Road 2865 San Diego Road 2765 Seattle Road 2805 Seattle Road 2795 San Pedro Road 2815 San Pedro Road 2835 San Pedro Road 2845 San Pedro Road 2875 San Pedro Road 390 West Essex Drive (Admiral's House) Total 19 Total # units 68 EXHIBIT B SCHEDULE OF IMMEDIATE FUNDS DISBURSEMENTS TO ARRA cc 0 F 1- F z cew w = F • Z #A W 0 W • LIJ < W d W W W E E a O • 2 w m°wa O X 0 D u)a 14 - Month schedule assumes payment in arrears O O O O O O O O O O O O O O O D 0 0 0 0 0 0 0 0 0 0 0 0 Cr) Cr) CO CO CO co co co co co co co co co c6 06 W 00MC6 C000MO00C6 06 00 O O O O O O 0 o 0 0 0 0 o 0 N N N N N N N N N N CNN C N I C N J EA} 69 EF} EA} EA} EA} EA} El} ER EA} 69 69 Eft 69 0 0 0 0 0 0 o 0 0 0 co) 0 0 o 0 0 0 0 o o 0 0 o o o o o o co co 0 0 0 0 0 0 0 0 0 0 0 0 • M M MMM MMM M M M Ch M CO Co co CO Cfl CO CO co co Co CO co co CO Eft Eft Eft Eft 64 (ft 63 H} Eft- Eft Eft Eft 69 Eft O O O O O O O 0 0 0 0 0 0 0 00000000000000 0 o o 0 0 0 0 0 0 0 0 0 0 0 CC) it) tf) Lc> Cn Cn In Lc CC) Cf) lc) uri LC7 Cf) N N N N N N N N N N N N N N EA} EA} EA} EA} EA} 64 Eft H} EA} Ef} Eft Eft EF}.Eft t`% t� t"--i`1- co CO CO C- CO CO (C) CO CO CO. 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O • 2 0 1... 0 0 0) • m 12 E E a) m .n .i2 w la o� p a v c ' c c c • ca . o. n. o. o. ▪ snCD0CD0 E • m 0 CD CD E>, 13 0) 0) d 0) N � 3) 0) as 3) CL 4:2 13 13 ▪ c .0 a.3n .3a ▪ m = = m m E o c c C c _ a ¢ ¢ d a d 4+ N O C N N O N N N M M M i O M M = O O ) O O O O D O 7a. 0 T M _ O N O (1) O CU ? TQu)L_ZO-?LL 2 Q2_ O O O O O O O O O o `- O O EXHIBIT C LEASING SERVICES EXHIBIT C TO PROPERTY MANAGEMENT AGREEMENT by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a public entity lawfully created and existing under the laws of the State of California ( "ARRA ") and ALAMEDA POINT COMMUNITY PARTNERS, LLC, a California limited liability company (the "Manager "). Leasing and Commissions 1. Leasing. 1.1 Leasing Services. ARRA hereby engages the Manager as the exclusive leasing broker for the purpose of leasing those portions of the Development which may be available for lease during the term of this Agreement. The Manager shall: (a) Diligently pursue new, renewal, extension and replacement tenants for premises within the Development on the best terms available in the market. (b) Investigate prospective tenants as to their credit - worthiness and reputation in business and ethical matters. Such investigation shall include, without limitation, a review of the records of governmental agencies having jurisdiction over the use, generation, storage, transportation and disposal of hazardous wastes and materials and oil. (c) Negotiate lease terms, consistent with the Annual Management Plan, with prospective and renewal tenants. (d) Prepare and present proposed leases to ARRA for approval. 1.2 Right to Approve. ARRA shall have the right, in its sole discretion, to approve the terms, conditions and form of any proposed lease and to approve any prospective tenants. 1.3 Outside Brokers. If any outside brokers are engaged in obtaining any new tenant of the Development on behalf of or in conjunction with the Manager, and a commission is due hereunder, the Manager shall negotiate the fee payable to such broker. 1.4 Reports. (a) Leasing Status Reports. On or before the fifteenth day of each month, the Manager shall deliver to ARRA for each building comprising the Development a leasing status report for the preceding month. The leasing status report shall identify, with square footage and locations specified, all space occupied under leases which are expected to terminate or which contain termination options exercisable during the ensuing twelve months. (b) Prospective Tenants. With respect to prospective tenants, the lease status report shall include the tenant's name; proposed terms of the lease, including base rent, free -rent periods, escalation provisions, projected occupancy date, tenant finish allowance or estimated tenant finish cost and options; size of premises to be leased. 2. Leasing Commissions. 2.1 Compensation for Leasing. Subject to Section 2.3 below, the Manager shall be entitled to a leasing commission with respect to any lease entered into during the Term of this Agreement, when (i) the lease has been fully executed, and (ii) the tenant takes occupancy of the leased premises. To the extent that no outside broker is involved, payment of the leasing commission to the Manager shall be made ratably only out of payments of Fixed Annual Minimum Rent (as hereinafter defined) made by the tenant in twenty four (24) equal monthly installments over the two (2) years commencing on the date that the conditions set forth in clauses (i) and (ii) of the preceding sentence. Subject to the terms and provisions of Section 2.4 of this Exhibit C, the amount of such leasing commission shall be five percent (5 %) of the Fixed Annual Minimum Rent for the first five (5) years of the initial term of the lease, excluding any renewal, extension or expansion options included in such lease, any period of free rent and any period after the tenant may, at its option, terminate the lease. "Fixed Annual Minimum Rent" shall mean the base rent payable by the tenant, excluding any payments for real estate taxes, operating expenses, insurance or other such payments payable by the tenant or rent payments intended to amortize tenant improvement investments. Further, any other rent abatements or tenant concessions shall be deducted in calculating the amount of Fixed Annual Minimum Rent on which the commission is payable. 2.2 Renewals. A leasing commission equal to two and one -half percent (2- 1/2%) of the Fixed Annual Minimum Rent payable for the first five (5) years of the renewal teiin shall be earned by the Manager for any renewal or extension of the term or expansion of the premises of any lease, and shall be payable ratably out of payments of Fixed Annual Minimum Rent made by the tenant under such lease in twenty four (24) equal monthly installments over the two (2) years commencing on the date that conditions set forth in clauses (i) and (ii) of the first sentence of Section 2.1 above have been satisfied as to such renewal, extension or expansion, as applicable. 2.3 Payment Terms. The parties hereto contemplate payment of the leasing commissions will be payable only out of rental payments from tenants actually received. Accordingly, the Manager has agreed to the foregoing schedule of payments set forth in Sections 2.1 and 2.2 above. However, to the extent that an outside broker is involved and unwilling to accept the foregoing basis of payment, amounts payable to such outside broker shall be agreed to by the parties hereto on a case by case basis. 2.4 Special Circumstances. The amount of leasing commission payable by ARRA to the Manager pursuant to Sections 2.1, 2.2 and 2.3 of this Exhibit C shall be subject to the following qualifications: (a) If, prior to the termination of the initial term of its lease, an existing tenant relocates within the Development, the commission applicable to the portion of the relocation lease term equal to the unexpired term of the original lease shall be based upon the increase, if any, in the rent. (b) The commission due for any expansion by an existing tenant shall be based upon the net overall increase in rent payable by the tenant; and if another tenant vacates its space prior to the expiration of its lease term to permit such expansion, the rent upon which the commission is based shall be reduced by the vacating tenant's rent for the period of such unexpired term. (c) If upon expiration of its existing lease, an existing tenant relocates to another space in the Development, the commission applicable to such lease shall be calculated as though the lease was a renewal as provided in Section 2.2 above. (d) The rent upon which the commission is based shall be reduced by the total amount of any rent payable to a tenant by ARRA for space subleased back to ARRA. (e) No commission shall be paid to the Manager with respect to any lease for any period after ten (10) years from the initial occupancy of a tenant in the Development. (f) No commission shall be payable to the Manager with respect to any lease or other occupancy agreement for ARRA, City or any of their related agencies, or Manager; provided that . (g) No commission shall be payable to the Manager with respect to any lease or other occupancy agreement for the Manager, except that a commission may be payable to the Manager for a sublease or other sub - occupancy agreement of such premises provided such sublease or other sub - occupancy agreement was negotiated as a commercial, "arm's Length" transaction and the subtenant or sub - occupant is not an affiliate of the Manager. 3. Entire Compensation. Except as expressly set forth herein, no leasing commission, finder's fee, broker's fee or other type of commission shall be payable to the Manager for any lease, ground lease, sale, conveyance, or transfer of the Development or any interest in the Development, or for any financing or refinancing of the Development. EXHIBIT D REIMBURSABLE EMPLOYEES EXHIBIT D REIMBURSABLE EMPLOYEES On -Site Property Management Staff Annual Salary Burden @ 18% Total Property Managers (2) $72,000 $12,960 $84,960 Assistant Property Managers (2) $50,000 $9,000 $59,000 Executive Assistants (3) 1 @ $40,000 2 @ $37,000 $7,200 $6,660 $47,200 $43,660 Building Maintenance Staff Construction Manager $60,000 $10,800 $70,800 Chief Engineer /Preventative Maintenance Coordinator $70,000 $12,600 $82,600 EXHIBIT E INITIAL BUDGET / ANNUAL PROPERTY MANAGEMENT PLAN c 0 0) c c a) a cc) C.) 0 .c .c :.- co c 0 4Z1 Ta ro ° 0 'Cc cm r N ((4.44 4C'a :*V0 -- I 0 v) 7 t1CV0 0 y 1' qT°0 tr 3. ' C .0 0C o aaa c - ) ) c o 0 0 p 0 : 0 0 00° 00c\i , _ 3s: LO 0:2 1O 0) 0 >" 0 '.1:.• C..0 c E X 10 .4D 't 1 Lt. 6 E o > ,... u a. 1 I ..„ L.. a. 0 0 0 C < '5 .o -a- -. ,• a o aaa ,o • N c 0 0 0 0 0 0 0 cn o 0 0 0 0 9 P 0 0 0 a ) •-) .t... 4A Z t . (9. E" n. 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"-o- Z b., (a) c c - .c CD 0 0 03 0 O 4-4 .1 c 0 0 4 E 03 0) Z It 0 ..c.2 ce 0) 0 -... 0 c ;::: ..._. 2 4 • it t ..., a) - it" 2 • o' '. . • —8 a a• L G.)00-2c -c) -• e•-(4 0 ra 0. c• r •-■ o 3 . ,) .c 0 i1? 0 o u 0 C .... o -1, b 0 a. -0 < -0 0 a MI < < -c--.°00X .5 co 0 o C ici gi ,-: 713 13 (.) c CO RI 0 Alameda Point Management Plan April 22, 2002 Alameda Point Management Plan Table of Conte ts 1 Distribution of Responsibility by Function Matrix 2. Property Management Staffing a. Management, Staffing and Tenant Transition Plan b. Organizational Chart c. Job Descriptions 3. Service Standards a. Landscaping a.1 Map b. Building Maintenance Engineer Job Description (Out Sourced) b.1 Excluded Properties/Buildings c. Sidewalk Inspection and Maintenance Standards 4. Revenues and Expenditures a. Flow of Funds Chart b. Approved APCP Budget c. Immediate Fund Disbursements to ARRA 5. Record and Reports a. Approved Monthly Financial Reporting (Representative Samples) Alameda Point Management Plan ive The following Management Plan was complied to supplement and further define the operational transition plan related to the Property Management Agreement. All parties agree that the transition will follow a phase in plan. More particularly, the current landscaping contract will remain in full force and effect until May 31, 2002. The City will notify the existing contractor on May 2, 2002 of termination of said contract on May 31, 2002. Alameda Point Community Partners (APCP) will assume responsibility for all landscape and hardscape effective June 1, 2002. Additionally, it is agreed that the City Maintenance Staff will continue to respond to all maintenance issues at the Point until June 30, 2002. APCP will coordinate this effort through Lance Bryant, Superintendent. It is contemplated that on July 1, 2002 APCP will assume full responsibility for that function. While responsibility for the maintenance of the City occupied buildings, as identified in section I11. B. 1, "List of Excluded Properties /Buildings ", remains with the City; APCP will repair as necessary, any roof leaks. Finally, it is APCP's understanding that the Alameda Police Department is currently responding to after hour's emergency and operational issues at The Point. APCP will coordinate with Alameda Police Department to transition that responsibility. APCP proposes to utilize the services of a 24/7 answering service during non business hours. Distribution of Responsibility by Function Matrix 1. Distribution of Responsibility by Function Matrix DISTRIBUTION OF RESPONSIBILITY BY FUNCTION ALAMEDA POINT MANAGEMENT PLAN Function Maintenance of Utilities Water Main Responsible Party City /ARRA APCP Lateral X Sewer Main Lateral X X Storm Water Main Lateral Electric Gas Telephone Cable Maintenance of Grounds'' 2 (curb to building) Maintenance of Roads (curb to curb) Maintenance of Bus Stops /Benches X X X X X Other X (EBMUD) X (AP &T) X (PG &E) X (AP &T) Management and Maintenance of Port Operations X (Trident Mgmt.) Management and Maintenance of Occupied Buildings Maintenance of City Buildings (Interior) X Maintenance of City Buildings (Exterior) X Management of Existing Leases X Management of New Leases X Management and Maintenance of Vacant Buildings X Management and Maintenance of Housing Maintenance of Collaborative Units Law Enforcement X Fire Protection X Collection of Lease Revenues X Insurance X X Payment for Utility Usage City Buildings X Non -City Buildings X (water) X Payment for Solid Waste Mgmt. & Recycling City Occupied Buildings X Tenant Occupied Buildings Common Area X X (Gallagher & Lindsey) X (APC) X (Tenants) Payment of City Fees Sewer User Fees (pending fee) Urban Runoff Fee X X (Tenants) City Wide Development Fee X TSM Fee X Payment of Other Obligations Revenue Bond Debt Service X Sewer Fund Loan X Operation, Maintenance and Repair of X Water System (JPA) 1. Does not include soccers fields at Alameda Point. The City and their respective tenants will continue to maintain these grounds. 2. As part of grounds maintenance, APCP will takeover the grafitti/vandalism abatement function. APCP will provide the same level of service currently performed by the City. Property Management Staffing 2. Property Management Staffing Transition • Establish an office and support services on the property. • Set up of the property, budget and leases into the fully integrated MRI Property Management and Accounting System. Proper notification of the property management realignment to all tenants. Notification to existing vendors including City Support Services. Establishment of segregated bank accounts in a financial institution acceptable to the City. Review and evaluate existing Property Management policies and procedures and integrate with IRG established protocol. Evaluate existing contracts for key maintenance disciplines and where necessary competitively bid contracts in deficient areas. - Landscape - Hardscape - Sweeping (excludes street sweeping) - Janitorial (excludes city occupied buildings) Senior management to continue to establish personal contact with existing tenant base. Based on approved budget. Establish and continue to evaluate staffing, workload, performance and capabilities are optimum for maximum performance and cost efficiency. Establish and maintain tenant retention and relation programs including welcome package. Create and maintain a building database utilizing Access Database program detailing all relevant building information. Establish and maintain Property Management Building Profile Binder, a system designed by IRG, to provide staff with a single reference point by building for critical information including (where applicable): • Building Map • Physical Inspection Report • Due Diligence Report • Building Department Inspections Report Fire Department Inspection Report Copy of Certificate of Occupancy Roof Inspection and Status Report HVAC Inspection and Status Report Sprinkler 5 -year Test Report and Correction Status Environmental Reports Utilities SHPO Requirement Repairs and Modifications Abstract all existing leases including details necessary to manage and administer the terms and conditions of each lease. Tenant Relations Retention The most dramatic reductions in income result from the lost revenue and capital reinvestment that result from tenant vacancy. A strong proactive tenant retention program results in high renewal ratios and less tenuous renewal negotiations. As has proven successful in the past, we would propose an aggressive approach to tenant relations including a dedicated property management staff that will provide prompt, courteous, and competent responses to tenants that supports our philosophy that each tenant is a respected and valued member of Alameda Point. As we repeatedly stated during the City's selection process, the existing tenants at Alameda Point are truly pioneers. Every effort will be made to retain existing tenants. The City has done an admirable job securing tenants to the site. We will work equally as hard to keep them at Alameda Point over the long term. APCP will host monthly meetings in an effort to keep tenants informed. These have proven to be useful networking tools for the tenants. New Tenant Relations We propose to set ourselves apart from the competition by establishing a "user friendly" environment from lease inception, commencing with our Tenant Welcome Package Program that has proven successful at McClellan including the following: Introduction to the Property Management Team assigned to their building. (Property Management Team approach detailed in Property Management- Staffing section.) • 24/7 contact and emergency information. • • • • • • Applications for service with all of the utility providers completed with the tenant and submitted to the utilities by our staff. We will work with the Post Master in the preparation of an application that will be completed by our staff that establishes an address and a regular delivery stop by the local post office. A list of amenities available to Alameda Point tenants along with incentives for themselves and their employees. Alameda Point tenant location map along with a brief description of their business. Alternative transportation mitigation options and locations of availability including schedules. A tenant welcome gift is delivered upon occupancy typically a plant. LAMBRA tax incentive details. Organizational Chart ALAMEDA POINT DEBRA A. COMPTON Senior Vice President* ACCOUNTING DEPARTMENT' Executive Assistant E°—H PropetyMa Execulve Assistant Chief Engineer /infrastructure PM Coordinator Possibly 2 Positions Assist. Properly i Executve marvel. I Assistant * Cost included in management fee. Residential Portfolio Galogher& l ixi ey (outsourced) ALAMEDA POINT JOB DESCRIPTIONS - PROPERTY MANAGER - - ASSISTANT PROPERTY MANAGER - - CHIEF ENGINEER/INFRASTRUCTURE PREVENTATIVE COORDINATOR - - CONSTRUCTION MANAGER - - EXECUTIVE ASSISTANTS - Property Manager Operation's Management: • Follow -up with TenantsNendors to completion • Evaluate outstanding work orders • Monitor facilities maintenance module Input of building data into system Vendor Management: • Monitoring and evaluating vendor performance and services • Competitively bidding and managing vendor contracts: • Recurring Security Contract • Recurring Landscaping and Grounds Contracts • Recurring Janitorial Contract • Roofs /Gutters (Annual Maintenance Program) • Others as deemed appropriate Tenant Relations: • Respond (and follow -up) to tenant requests for maintenance and service • Tenant Correspondence • Prepare, deliver and update Tenant Manual • Manage Tenant utility application process • Send new Tenant welcome baskets and other promotional items as requested Annual Budget and Accounting: • Budget Preparation • Review Monthly Rent Invoices • Oversee reconciliation of Rent Roll • Oversee reconciliation of CAM estimates • Oversee tenant bill backs and collection of same Building Marketability: • Inspect all buildings for marketability and implement corrective action: • Building Cleanliness • HVAC • Roof • Fire Suppression (5 -Yr Test and Repairs), if any • Implement Approved Strategies to Improve Buildings Leasing Support: • Prepare Lease Exhibit, Landlord Work letter • Estimate Pricing for Landlord Work • Space Tours (backup to Leasing Agents) Construction Management Duties: • Prepare buildings for delivery to tenants • Coordinate work in accordance with Work letter Assistant Property Manager Operation's Management: On directions from the Property Manager • Follow -up with TenantsNendors to completion • Evaluate outstanding work orders • Monitor facilities maintenance module • Input of building data into system Vendor Management: Assist the Property Manager in • Monitoring and evaluating vendor performance and services • Competitively bidding and managing vendor contracts: - Recurring Security Contract Recurring Landscaping and Grounds Contracts - Recurring Janitorial Contract - Others as deemed appropriate Tenant Relations: • Respond (and follow -up) to tenant requests for maintenance and service • Tenant Correspondence • Prepare, deliver and update Tenant Manual • Manage Tenant utility application process • Send new Tenant welcome baskets and other promotional items as requested Lease Administration: • Set up PM lease file • Lease abstracts Critical Date Monitoring: • Monitor & enforce Tenant insurance • Monitor and enforce Tenant fire alarm maintenance Agreements • HVAC maintenance agreement monitoring (Tenant covenant) • Monitor conditions report compliance (actual report and walk- through performed by PM) • Monitor and enforce lease compliance • Monitor and enforce Tenant environmental insurance per lease agt, if applicable • Monitor and enforce Tenant Environmental Questionnaire signature /return and annual notification, Propsition 65 • Monitor general critical dates and lease encumbrances: - Options - Rights - Obligatory Expansions - Other Encumbrances - QSI reconciliation • Monitor Boiler Permit critical dates (with Executive Assistant) • Tenant - occupied buildings (ensure Permit requirements adhered to) • Landlord buildings (ensure Permit requirements adhered to) • Recurring property management vendor contracts with property manager Environmental Monitoring: • OSHA program • Prop 65 compliance • O &M plan • Coordinate training for employee certifications • Ensure vendor compliance with environmental requirements Chief Engineer /Infrastructure Preventative Maintenance Coordinator Coordinate Tenant/Landlord Responsibilities for Preventative Maintenance. • Obtain a copy of tenant HVAC agreement per lease agreement. • Obtain a copy of tenant elevator maintenance agreement per lease agreement. • Obtain a copy of tenant fire sprinkler maintenance agreement and a copy of the required five (5)year test report. Coordinate Property Management Preventative Maintenance Programs: • Monitor and evaluate vendor performance /services on recurring maintenance contracts. • Bid competitively and manage vendor contracts • Implement, manage and monitor preventative maintenance program: • Fire and Life Safety - Corrective work - Maintenance agreements — monthly /quarterly /annual /5 -year tests • Fire extinguisher servicing - Service - Monitor expiration dates • Lift stations - Testing - Maintenance • Backflow equipment - Management - Testing • HVAC, diesel fuel tanks, generators, etc. - Maintenance - Testing (in accordance with permit requirements) • Roofs - Annual inspections - Gutter cleaning • Elevators and lifts -OSHA inspections - Maintenance contract - Permits - Testing • Maintain togs required by the Air Quality Board • All other infrastructure equipment and systems as directed Supervise HVAC Operations: • HVAC vendors • Energy management programs design and implementation at direction of supervisor • Strategic planning to replace /upgrade equipment to extend useful life and reduce operating costs In conjunction with Infrastructure /PM Coordinator, supervise and implement preventative maintenance program for all infrastructure mechanical equipment: • Build database (MRI Facilities Maintenance Module) • Create preventative maintenance plan • Monitor preventative maintenance program • Coordinate outsourcing to vendors (as approved by Supervisor) Prepare Annual Budget for: • Preventative maintenance • Equipment replacement/repairs • Utility costs estimates Utility Rebate Opportunities: • Prepare Utility Rebate applications and monitor receipt of same HVAC engineering: • Perform repairs and installations as approved by Supervisor • Perform due diligence (or coordinate outsourcing) of all buildings • Evaluate existing infrastructure and determine expected useful life • Create and maintain long range capital expense /replacement plan Construction Manager Operation's Management: • Assist in preparation of Landlord's Work letter including construction budget. Coordinate assignment of workload with the Property Managers • Review Construction Department workload on a weekly basis • Supervise all on -going activities, relative to Tenant Installation /Capital Improvement work • Monitor costs and Value Engineer, when appropriate, on -going projects • Review and approve invoices for work ordered. Supervise the Purchase Order system. Only vendors on the approved vendor list will be considered • Oversee all activities of the Chief Engineer • Assist and review as necessary Preventative Maintenance contracts administered by Infrastructure Preventative Maintenance Coordinator • Coordinate with the Building and Fire Departments relative to compliance inspections • Supervise and monitor vendor performance • Assist Leasing Department in building Due Diligence • Oversee facilities operations Annual Budget and Accounting: • Provide information necessary to update the weekly Capital Commitment Report • Assist in preparation of annual budget • Recommend Capital Plan Executive Assistant to Property Manager Primary function is to support Property Management personnel. This support will include but not be limited to the following: • Assistant to Property Manager • Keep projects organized, timely and filed • Manage Outlook calendar for Property Manager • Prepare /distribute /file correspondence, reports, minutes, check requests, mail, copies and facsimiles • Prepare Purchase Orders, maintain log book and keep appropriate manager informed of progress • Run MRI reports on outstanding work orders and project costs • Ability to read through leases and contracts, note potential conflicts and bring to the attention of the Property Manager • Maintain vendor and prospective vendor filing systems • Assist with bidding process by sending out specs and organizing responses • Professional liaison to vendors, tenants, and governmental agencies on behalf of APCP • Assist other Executive Assistants as necessary Requirements: • Advanced Word and Excel skills • Good verbal and written communication skills combined with strong listening skills • Ability to work in an environment filled with new challenges and tasks. Successful candidate must be willing to help define procedures • Ability to work well in a team environment and work with minimal supervision • Experience working in construction and /or property management Skills Desired: • Problem solving capabilities • Self- motivated • Organized • Initiative to follow through with all assignments to completion • Detail oriented • Excellent oral and written communication skills • Experience with MRI, MS Outlook and MS Project software and Access Database • Ability to think outside the box for creative solutions to new challenges Executive Assistant to Senior Vice President Primary function is to support Senior Vice President. This support will include but not be limited to the following: • Assistant to Senior Vice President • Keep projects organized, timely and filed • Manage Outlook calendar for Senior Vice President • Prepare /distribute /file correspondence, reports, minutes, check requests, mail, copies and fac- similes • Ability to read through leases and contracts, note potential conflicts and bring to the attention of the Senior Vice President • Maintain filing systems • Professional liaison to vendors, tenants, and governmental agencies on behalf of APCP Assist other Executive Assistants as necessary Requirements: • Advanced Word and Excel skills • Good verbal and written communication skills combined with strong listening skills • Ability to work in an environment filled with new challenges and tasks. Successful candidate must be willing to help define procedures • Ability to work well in a team environment and work with minimal supervision • Experience working in construction and /or property management Skills Desired: • Problem solving capabilities • Self- motivated • Organized • Initiative to follow through with all assignments to completion • Detail oriented • Excellent oral and written communication skills • Experience with MRI, MS Outlook, MS Project software and Access Database • Ability to think outside the box for creative solutions to new challenges Service Standards 3. Service Standards Landscaping Specifications 1. DESCRIPTION Landscape maintenance preserves and sustains the quality of a landscape. Landscapes are generally designed with a given style, formal or informal: proper maintenance maintains the intended design concept. Contractor shall provide costs which are delineated on the map provided. In addition, contractor shall provide weed control twice annually along the south side of Atlantic from Webster to just East of Atlantic Gate. 2. WORK INCLUDED This section includes the maintenance of plantings, irrigation, debris removal and other related work. 3. QUALITY ASSURANCE The Contractor shall be properly licensed to perform landscape work including pest control. All properties to be operationally evaluated a minimum of once per month. Contractor will assign an on -site supervisor to manage the day -to -day operations and assure the upmost project quality. 4. SITE CONDITIONS A. Existing Conditions 1. The Contractor shall inspect the entire designated site and be familiar with the requirements and growth habits of all existing plant material. 2. Upon receipt of the Request for Proposal (RFP), the Contractor will conduct a physical inspection and review all areas on the map, which require service. 3. Prior to commencement of work, the Contractor point of contact shall advise the Client or Client's representative of existing conditions that may affect the project. B. Environmental Conditions The Contractor shall advise the Client or Client's representative of serious disease or pest problems and any other conditions that may be detrimental to the landscape. 5. SCHEDULING Any changes in work schedule shall be communicated to the Client prior to the change taking effect. 6. EQUIPMENT The Contractor will provide and maintain all equipment necessary to properly complete the maintenance work. Equipment will be safe, proper, efficient and suited to and for the job. All cutting blades will be kept properly sharpened. All equipment will have all require safety devices in place and in operation. The Contractor will follow the company's established and accepted Safety Procedures and Illness and Injury Prevention Policies at all times. Landscaping Specifications (continued) 7. EMERGENCIES The Contractor will provide 24 -hour seven (7) days a week after -hour emergency service. Key employee and supervisor personnel home, pager, cell numbers required. 8. PRODUCTS A. Fertilizers Commercial fertilizers may be pellet, tablet, and granular or liquid form and will conform to the requirements of the California Food and Agriculture Code. Choice of fertilizer will be based on soil fertility tests and /or the specific plant requirements. B. Pesticides All pesticides will be registered in the State of California and conform to all requirements of the California Food and Agriculture Code. 9. TREES A. Pruning 1. All trees will be allowed to grow their natural genetic form and size, unless specifically accepted by the Client or Client's representative. The Contractor will be responsible for the pruning of trees up to 15 feet in height. Trees exceeding this height limit will be priced separately. 2. Tree pruning will have two basic objectives: to promote structural strength and to accentuate the natural form and features of the tree. 3. Under no circumstances will stripping of lower branches ( "raising up ") of young trees be permitted. Lower branches will be retained in a "tipped back" or pinched condition with as much foliage as possible to promote callipered trunk growth ( "tapered trunk "). Lower branches will be cut -off only after the tree is able to stand erect without staking or other support. 4. Trees with strong central leader or conical (pyramidal) shape generally need little or no pruning. As a rule, the single central leader will never be racially topped or cut back, as this will create an unnatural multi - leader form and an abundance of weak vegetative growth. 5. Trees with multi - leaders or a branched main trunk system will be pruned to select and develop permanent scaffold branches that have vertical spacing. This will be done to eliminate narrow, V- shaped branch forks that lack strength, to maintain growth within space limitations, and to maintain a natural appearance. 6. Conifers will be thinned out and shaped only when necessary, to prevent wind and storm damage. 7. Proper side branch removal will require cutting at the main trunk just beyond the branch bark ridges. 8. All suckers and water sprouts and crisscrossing dead, diseased, broken and heavily laden side branches will be removed to thin crown for less wind resistance. Landscaping Specifications (continued) B. Staking and Guying 1. The purpose of staking and guying trees is to support and protect young trees until such time as they can stand - alone. 2. All trees stakes, guys and ties will be maintained to properly support the trees and will inspected, to prevent girdling or chafing of trunks or branches or rubbing that may cause bark wounds. 3. Stakes and guys will be removed when no longer required for support. C. Tree Wells 1. Bare soil wells will be maintained around all trees. A circle with a radius of 12 -24 inches beyond the bark of the tree will be maintained free of grass, ground cover and weeds. 2. Grasses and weeds will be removed or sprayed with a herbicide. 10. SHRUBS AND VINES A. Pruning 1. The general objectives for pruning of shrubs and vines are to maintain growth within space limitations, to maintain a natural appearance, to eliminate diseased or damaged growth, and to select and develop permanent branches. 2. Shrubs will pruned to conform to the design concept of the landscape. 3: Vine will be pruned to control growth and direction, and will be kept "in- bounds" and not allow to grow over window, doors, gates or other structural features. 4. All pruning cuts will be made to lateral branches or buds or flush with trunk or main stem. Pinching or light heading back of terminal buds on selected shrub species promotes bushiness. To prevent legginess (sparse lower branches) shrubs will be maintained with the lower foliage wider than the upper foliage. This practice allows more light to reach the lower foliage. 11. GROUND COVERS A. Edging 1. Established ground covers bordering sidewalks, curbs or structures will be edged as often as necessary to provide a clean, crisp line at all times and shall be maintained 2" — 4" from borders or structures. 2. Ground covers will not be allowed to touch or cover the crown of shrubs and trees. 3. Ground covers may need to be mowed /pruned on an annual basis depending on species growth habit. Landscaping Specifications (continued) 12. LAWNS A. Mowing 1. Lawns will be mowed weekly during the growing season and at as needed during the dormant season to maintain a neat appearance. Generally, mowing heights will be 2" - 2 %" in fall/ winter and 21/2" - 3W in spring /summer. 2. Mowing patterns will be alternated each week, or as needed, to avoid creating ruts and compaction. 3. Clipping will be either caught and removed or where acceptable mulching mowers can be used. B. Edging 1. All lawn edges along sidewalks and curbs, as well as shrub or groundcover border areas, will be edged every week during the active growing season or as needed to create a clean look. 2. Hard edging will be appear as a clean, smooth and vertical line. 3. Lawn sprinkler heads will only be edged to allow for proper distribution of water. 13. FERTILIZATION TREATMENT A. Turf will be fertilized 6 -8 times per year or 6 -9 lbs. actual nitrogen per 1000 sq. ft., according to individual needs to maintain good health, vigor and color throughout the year. B. Ground cover and planter beds will be fertilized as required to maintain acceptable standards (up to 3 times per year). C. Special fertilization for acid - loving plant material (i.e., azaleas, camellias, rhododendrons, etc.) will applied as required to maintain acceptable standards (up to 2 times per year) 14. WEED CONTROL A. Lawn, shrub, groundcovers and flowerbeds shall be kept free of weeds by hand, machine or chemical use. B. Contractor shall make 1 application per year of pre- emergent weed control for all turf areas to deter crabgrass. Application will be performed in the spring. C. Planter -bed and ground cover will receive 2 applications per year of pre- emergent weed control. One application is made in the spring and the other in the fall. D. Contractor will perform 2 applications per year of broadleaf weed control for all turf areas. One application is made in the spring and the other in the fall. Landscaping Specifications (continued) E. Weeds in large open areas shall not be permitted to exceed 6" in winter and 2" in summer. F. Contractor will perform pre- emergent and post- emergent applications, which will be applied as needed to sidewalks, asphalt surfaces and bear ground areas throughout the project. 15. IRRIGATION SYSTEMS A. General 1. Proper irrigation system maintenance includes the overall supervision of the system, controller scheduling, routine checks and adjustments, and necessary repairs from tee to head. 2. Inspections of the irrigation systems in operation will be made weekly during the summer months, April through October, and monthly November through March, to detect any malfunctioning of the system. 3. All malfunctioning equipment will be repaired prior to the next scheduled irrigation check, or as quickly as deemed viable. 4. All replacement heads will be of the same manufacturer, type and application rates, as available, working toward a standardized system throughout the property. 5. Crew or on -site gardeners are responsible for making minor repairs and reporting the condition of the irrigation system to supervisor. 6. The Contractor's on -site irrigation staff will be responsible for operating the irrigation systems in their specified areas of maintenance, with the duties of adjusting controllers, observing the effectiveness of the irrigation system, and making minor adjustments to the system. 7. The irrigation programs will be adjusted to conform to plant requirements, soil and slope conditions, weather and change of season, within the limitations of the system. 8. Ideally, water will not be applied at a rate higher than the infiltration rate of the soil. 9. Soil moisture levels will be regularly evaluated to determine irrigation schedules and make necessary adjustments throughout the seasons. 10. Damage incurred by Contractor shall be repaired at Contractor's expense. Any other repairs shall be reported to the Client with recommendations and cost to repair. 16. SEASONAL COLOR DISPLAYS A. The Contractor will provide materials and labor to maintain annual beds throughout the project. B. Seasonal color is generally changed out 3 times per year or as deemed necessary by the Client. Landscaping Specifications (continued) C. Contractor shall provide costs for seasonal color in two ways: 1. Cost per installation 2. Cost per month based on total yearly flat count D. Contractor shall provide seasonal color costs based on: 1. Atlantic Entrance = 50 flats per change 2. Main Entrance = 50 flats per change E. Contractor shall keep flower beds clean, weed free and fresh at all times. 17. DRAINAGE SYSTEM A. Good drainage is essential for healthy and vigorous plant growth, and system will be routinely checked for blockage, which could cause ponding, flooding and excessive saturation of the soil and plant root zones. B. Surface drainage swales will be kept free of leaves, debris and sediment accumulations. 18. DISEASE AND PEST CONTROL A. All chemical controls will be applied under the strict supervision of a licensed and qualified pest control applicator, per the manufacturer's recommended label application procedures. B. Where unusually high infections or infestations occur, an accurate identification of the disease or insect will be made and the control product selected with care, prior to application. 19. DEBRIS REMOVAL A. Litter and trash including rubbish, papers, bottles, cans, and other debris will be removed from all hardscape and softscape areas of the site on a weekly basis. Any hazardous waste will immediately be brought to the attention of the Client or Client's representative. Empty all public trash receptacles on a regular basis (includes all containers located on public walkways with garbage bag replacement). B. Parking lot, walkways and patio will be blown down. C. Clean curbs and corner build -up in parking lots areas. D. All cutting and clipping generated from maintenance work are to be removed from the job -site, unless special arrangements have been made. Landscaping Specifications (continued) 20. SAFETY A. The Contractor will establish and maintain the necessary safeguards to prevent accidental injury or damage to Client's personnel, property or equipment. The Contractor will be responsible for damaged caused by any employee or subcontractor in its employ. B. The Contractor will maintain manufacturer's manuals for all machinery and equipment under their control. Personnel will be thoroughly trained prior to operating machinery or equipment. C. Machines will not be operated unless all guards are securely in place and operational. Personnel shall wear the appropriate personal protective equipment while performing the work. D. Fire prevention procedures will be implemented, including such controls as the careful handling of flammable liquids, the use of closed containers to prevent evaporation, the removal of all possible sources of ignition, adequate ventilation and the use of relief vents. Flammable materials will be stored properly. 21. INSURANCE As required by ARRA 22. WAGE Contractor is required to pay California Prevailing Wage Scale for Alameda County. 23. PRICE LIST The Contractor shall provide unit price list for the following items. TREES: Including stakes and ties 5 gallon 15 gallon 24" box 36" box 48" box SHRUBS: 1 gallon 5 gallon 15 gallon 24" box Landscaping Specifications (continued) SPECIALTY ITEMS PER FLAT: Ground Covers Annuals PER FOOT: Sod (soil preparation not included) Redwood, 2x4 Redwood benderboard MOSS ROCK / DECORATIVE ROCK: TREE TIES: Tie STAKES: 8 foot 10 foot Specialty Materials: Bark Decomposed Granite Drainage Rock Compost Blend Hand Seeding (per pound) Dump Fee - Small load - Large load Irrigation Loaner Clock (use fee) Irrigation Line Tracer (use fee) Certified Backflow Testing (per unit) 16 15 P a N M L K J I H G F E n c A 14 3 266 2662) 3 541 539 DMt 4-1902 16 15 14 REv. c uw� Ira w..t t matato Star P nmmt ALAMEDA POINT LANDSCAPE DISTRICT Building Engineer SCOPE OF WORK / JOB DESCRIPTION Reports to: Operations Chief Engineer Status: Full time contract employee QUALIFICATIONS: Minimum 7 (Seven) years work experience as a building engineer. Related experience must include plumbing, electrical, heating, ventilation, and air conditioning, mechanical, basic carpentry, painting, dry wall repair, door and hardware repair, and be reasonably familiar with other trades and general building maintenance practices as required in a commercial real estate setting. Previous supervi- sory experience as a Maintenance Manager, Supervisor or Lead Technician in a commercial facility required. Proven work ethic and the ability to demonstrate sound judgment in a fast paced work environment is critical. Candidate must be able to demonstrate the ability to work in tandem with Senior Management Personnel and various facilities staff in order to fulfill assigned projects in a timely manner. Clean California Department of Motor Vehicles record. EDUCATION: High School graduate or equivalent with the ability to effectively communicate both verbally and in written correspondence. RESPONSIBILITIES AND DUTIES: • Perform general maintenance and building repairs as assigned • Supervise a small staff to maintain facilities within reasonable industry standards • Monitor vended services when outsourced. Oversee all maintenance tasks on site • Perform preventive maintenance tasks on mechanical equipment including but not limited to heating, ventilation, and air conditioning, air handlers, domestic water systems, piping, pumps, motors, electrical systems, boiler and heating systems, and other equipment as needed • Coordinate contractors and tradesman working schedules on site • Monitor water treatment systems • Monitor HVAC systems and make adjustments as required in order to efficiently operate all systems. Address tenant comfort calls and adjust controls as needed Plumbing repairs including drinking fountains, faucet and fixtures, toilets, urinals and valves, water pumps, piping and valve replacement, garbage disposals, Electrical troubleshooting and repairs including interior / exterior lighting, ballasts, wiring, recep- tacles, switches, photo controls, fixture repairs and replacement, and basic electronics related to controls, security and various alarm systems. • Adjust and repair doors, hardware, and window units as needed • Painting tasks as assigned including but not limited to interior / exterior painting of facilities, dry wall repair and replacement, tape and texture, wood staining, and various painting such as curbs, signs, railings, enclosures, etc. • Vandalism repairs, clean up of broken glass, and graffiti removal • Perform tasks such as minor construction improvement, carpentry, cabinetry, and possess basic wood working skills • Respond to emergency alarms from fire and life safety systems. Silence alarms and schedule appropriate contractors to make system repairs if needed. • Complete minor concrete, masonry, and ceramic tile repairs as required • Review the facilities and grounds for safety issues and recommend appropriate repairs to the Chief Engineer • Follow all mandated safety programs, procedures and operations. • Implement weekly "tailgate" safety meetings with staff • Perform other maintenance related duties as necessary Excluded Properties Buildings /Grounds Occupied and Maintained by the City at Alameda Point Bldg.# Building Name Location /Address Square Feet #1 #6 #76 #60 #134 #522 #2 Wing 2 #419 #194 #397 #625/626 Structure 176 T95 #2 #3 #4 #5 #8 #14 #16 and #551 #19 #20 Grounds Grounds City Hall West Fire House /P.W. Maint.Annex Swimming Pool Officers Club Gymnasium Training Center Telephone Switch /Storage Pump Station Storage Bldg. Storage Bldg. P.W. Storage /Recycling Site Army Well Pump House Army Well Tank Lift Station Lift Station Lift Station Lift Station Lift Station Lift Station Lift Station Lift Station Lift Station Piedmont Soccer Field City of Alameda Soccer Field (Rec. and Parks Dpt.) 950 W. Mall Square 950 W. Ranger Ave 1111 W. Redline Ave. 641 W. Redline Ave. 1101 W. Redline Ave. 431 Stardust Place 1025 W. Midway Ave. 950 W. Ranger Ave. 1690 Orion St. 1450 Viking 3,400 s.f. 500 block of Sunrise 2991 Main Street 1501 Viking 1604 Ferry Point 200 block of Ticonderoga 330 West Hornet 300 block of West Hornet 2551 Lexington 50 West Hornet 48,946 s.f. 39,580 s.f. 24,736 s.f. 29,538 s.f. 36,959 s.f. 2,400 s.f. 8,400 s.f. 850 s.f. 17,300 s.f. 330 s.f. 900 s.f. 240 s.f. 230 s.f. 150 s.f. 100 s.f. 300 s.f. 100 s.f. 3,820 s.f. 250 s.f. 100 s.f. Property Management Agreement Sidewalk Inspection and Maintenance Standards The Manager shall initiate and maintain a sidewalk inspection and maintenance program designed to identify and document sidewalk displacement, provide emergency barricades, and effect sidewalk repairs which could otherwise lead to pedestrian trip and falls. 1. Inspections Within the first sixty (60) days of each contract year, the Manager shall walk all sidewalks, visually inspecting them for displacement, which could reasonably be expected to pose a trip and fall hazard to pedestrians. For the purposes of this "Standard," a sidewalk displacement shall be defined as a displacement of three - quarters inches (3/4 ") or greater. Each annual inspection shall be documented in an Inspection Log, noting the name of the employee conducting the inspection, the date, time, and specific location walked. Each sidewalk displacement noted shall be documented, measured, photographed, marked for repair, and barricaded until repairs can be effected. Within ninety (90) days of each contract year, the Manager shall send the Inspection Log to the City Public Works Director, with a copy to the Risk Manager. In the event of a citizen complaint, or upon notification from ARRA or the City of a trip and fall hazard, or pedestrian injury, the Manager will immediately (as soon as is practical) inspect, document, barricade and /or repair the sidewalk displacement to mitigate or eliminate the hazard. Within two (2) working days, the Manager shall send documentation of the service call to both the City Public Works Director and the Risk Manager. il. Repairs All sidewalk repairs shall be performed under the direction and to the satisfaction of the City Public Works Department. Within the first fourteen (14) days of this Agreement, the Manager shall schedule "Tree Root Pruning" training with the City Public Works Supervisor in charge of Street Maintenance. Training shall be completed within the first thirty (30) days of the Agreement. One of two types of temporary sidewalk repair will be undertaken and completed within thirty (30) days of the discovery of a sidewalk displacement, as follows: Sidewalk grinding shall be the temporary method of repair for sidewalk displacements of three- quarter inches (3/4 ") to one and one - quarter inches (1- 1/4 "). Asphalt fillets shall be the method of temporary repair for sidewalk displacements of one and one - quarter inches (1 -1/4 ") or greater. All temporary repairs shall be completed within thirty (30) days of the discovery of the displacement. Permanent repairs of all sidewalk displacement as defined above, shall be completed within one year of the date of the discovery of the displacement, under the direction and to the satisfaction of the City Public Works Department. Revenues and Expenditures 4. Revenues and Expenditures FLOW OF FUNDS ALAMEDA POINT MANAGEMENT PLAN APCP COLLECTS LEASE REVENUES APCP REMITS LEASE REVENUES TO CITY TO PAY DEBT SERVICE PLUS BUDGETED AMOUNT FOR OTHER CONTRACTUAL OBLIGATIONS APCP PAYS CONTRACTORS, MGMT. FEE, ETC. APCP TRANSFERS NET PROCEEDS TO ARRA WITH FULL ACCOUNTING DETAIL APPROVED 14 -MONTH BUDGET, FY 2001 -2002 and FY 2002 -2003 ALAMEDA POINT MANAGEMENT PLAN Planning & Marketing - Reuse and Redevelopment of Alameda Point On -Site Property Mgmt. Staff Off -Site Management Fee @ 3% of Adjusted Rental Income (1) Residential— Gallagher & Lindsey (2) Management Fee Operations and Maintenance Port Operations (Trident Maint. Fee) Administrative & Office Expenses (includes utility usage for Tower) May & June of CPI Annual FY 2901 -2092 (3) Increase FY 2002 -2003 70,400 422,400 $32,900 197,300 $16,000 3% $98,900 $25,700 3% $158,600 $128.500 3% $794,100 515,600 593,800 $289,100 51,785,100 Building Rehabilitation (4) " Staff $25,600 $153,400 Operations and Maintenance $63,333 $380,000 $88,933 $533,400 Landscaping, Grading and/or Site Improvements " Contractual Services 569,300 5415,800 Total 14 Month Budget 492,800 $230,200 $114,900 $184,300 $922,600 $109,400 $2,054,200 $179,000 $443,333 $622,333 $485,100 1Total Property Management Budget $447.333 52,714.300 $3,161,633 Notes: "These activities will continue to be performed by the City and their contractors through June 30th, 2002. During this period, APCP will co- manage these functions with the City. Beginning on July 1, 2002, these activities will become the full responsibility of APCP. (1) Management Fee is 3% of the estimated Alameda Point lease revenue net of residential rental receipts for FY 2001 -2002. ((58,177,155 Less 1.6 M) multiplied by 3 %) . (2) This contract will not fall to the responsibility of APCP until the current contract between Gallagher and Lindsey and the City is terminated and re- extablished between Gallagher and Lindsey and the ARRA. (3) Calculated as a 16.67% share of annual expenditures. (4) Includes interior and exterior of all non -City occupied buildings and exterior of City - occupied buildings. List of City occupied buildings is provided in Exhibit A -1. SCHEDULE OF IMMEDIATE FUND DISBURSEMENTS TO ARRA ALAMEDA POINT MANAGEMENT PLAN 14 - Month schedule assumes payment in arrears Date Due 01- Jun -02 01- Jul -02 01- Aug -02 01- Sep -02 01- Oct -02 01- Nov -02 01- Dec -02 01- Jan -03 01- Feb -03 01- Mar -03 01- Apr -03 01- May -03 01- Jun -03 01- Jul -03 Total Bond Debt JPA Agmnt. Service (1) * (EBMUD) (2) * Gas (3) * Electric (4) * Water (5) * $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $107,800 $8,333 $4,167 $25,000 $63,000 $1,509,200 $116,667 $58,333 $350,000 $882,000 Total $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $208,300 $2,916,200 * All monthly payments are based on the budgeted amount for the current fiscal year (2001 -02). The monthly payment is calculated by dividing the annual amount by 12. (1) Payment for debt service begins in FY 2002 -03. Annual amount due is $1,293,600. Debit service is paid quarterly. See attached debt service schedule. (2) Annual budgeted expenditure for FY 2001 -02 is $100,000. (3) Annual budgeted expenditure for FY 2001 -02 is $50,000. (4) Annual budgeted expenditure for FY 2001 -02 is $300,000. (5) Annual budgeted expenditure for FY 2001 -02 is $500,000. Record and Reports 5. Monthly Financial Reporting Date: 2127/02 Time: 03:01 PM Database: MBP BALANCE SHEET Page: 1 Accrual ASSETS Cash - R1NB Checking TOTAL CURRENT ASSETS Jan 2002 369,952.62 369,952.62 Construction in Progress 526,570.33 Land 1,650,000.00 Buildings 4,000.00 TOTAL REAL ESTATE INVESTMENT 2,180,570.33 Organizational Costs Capital Property Taxes Accum Amort-Org Costs 18,959.68 141,462.84 (6,003.89) TOTAL OTHER ASSETS 154,418.63 TOTAL ASSETS 2,704,941.58 LIABILITIES AND CAPITAL Accounts Payable 70,471.66 TOTAL CURRENT LIABILITIES 70,471.66 Infrastruct. Loan Payable 644,617.68 TOTAL LONG TERM LIABILITIES 644,617.68 TOTAL LIABILITIES 715,089.34 Capital Contrb 500,000.00 Capital Contrb 500,000.00 Capital Contrb - 300,000.00 Capital Contrb - 300,000.00 Capital Contrb - 400,000.00 Retained Eamings (4,257.90) Prior Years' Ret Earnings (5,889.86) TOTAL EQUITY 1,989,852.24 TOTAL LIABILITIES AND CAPITAL 2,704,941.58 0.1 41- a 6 6 0) 1 CD 0 6 6 6 ‚4'(.- 0) 0 Do aCcD q 0 cNt . C to 7r: - 1.r0 . e C4 4V CD C6 V ^ (rCV 6 ) C.rV 0-- : 0 cci 0 ci 0 6 0f1 •-• 1"D-- atCrD ) i o o cC- o D o CCD O o a N N D r F 0 C D. O O 0 .0: -- (0 0 0 O 0 (4) O ) 01 0 0 0 0 0 0 6 CCy-D r i 0 6 ai ri a c 6 6 6 6 a 6 i ) c N. co cy.vS CO 4 ' loit) :r, 0 0 03 o . ) to to 0) co 03 0 CO 10 01 0 0) O 0 0 CO0 0 04 CV CO 6 i 6 6 6 (0 6 a a (0 6 6 - .47 6 6 ai 6 - o .O- - . . o o o a o ca c 6 co o 0) 0 0 ca a 0 6 o ca ) 0 o 6 . . -a- -- a 8 0 0 a 8' - a r. 0) 4-- N4 o 6 ca ca ta co 04 666 6 60i0 40. 0 0 0 0. 0 0. -it:. 6 6 oi 6 6 •ct- 6 ta 6 0) 6 DJ CV CO 00 CO 0) 0 r- CV 0) V) CO CO 'cl* CO CO CO a) co r- 4.- LC) 4.- 0 LO 1"--._ DJ 4-. •cr CV 6 6 6 <11- 0 4. c6 ...*: LO 01 CD 6 6 6 o ca to ,-- CV 0 D- C') CO DI 4.-- 4-- ......- cs, e. ...... 5. 0 .r.:-.... 0 DI C.0 CO CI) 111 CN tO CV r- co 0 1*--- 0 0) 0) CD cc" 0 r- 10 cc). CO 0 -41: .7. CO D.: 0 V= 0 0 0. CD CO 6 Ic 4: CO . a ant 6 6 6 cCo O 6 c4o - -cc- ) 0 0 0...-.- . . . .. 6 o 4CC1O DC-,rO . s. C 0 CD a) D D- s- LO ' CO 0 CD c,,r - o o tD D D 0 (C) - o r 04 8 6 a 0. 6 6 ' : 6 6 -- 6 6 ,- 6 c0 '3 N CV 4- o (4) ,- co co o CO CV N* 0 D r Csi D--: - i Cr- ca S- c- o cCCo O O : . KCCrCO . O 1 I c ca 0 0 ) i c-o a C O c' oo rCr0 - O - o C) 0 s CO 0 10 O 0 6 C-- t . o o -o-'a N to o 0 o r- tC P LO 0 (‚) 0 0 C 6 o c6 00)06 Lott- ootatncomo c o LO LO : 6 6 -a: a 6 ,- , O .7 • 010, 0 VI 0 10 C CV 0 0 0 co CO 0 0 O ICD N6 6 6 a o o 0) co 0) Cc D i o ' 0 0 CD 0 CO 6 6 6 cri 6 6 D D 0 CV 00 a a) OI r- CO 0 D. 0 CD 0 CI 0. 0 0 ICI cm 6. 6 0) (0 0(0 r- CO tO LO Di 6 tri u) r- 6 co co c= cu CO LO (0 10 r- ,-- o 6 ca c-4 c:) un o cs, o c) c) CO CIO r- 0 4:P. ID r- 0 P--• 0 LO 0 ID: -cr co cs, to al EN CO 0)0 .4.- 03 0. a) 6 ....a. co 4'- (0 CS5 .1: o 6 u5 a ,- a 4-- 4.-- 4.-- Total Operating Revenue ta ›... a) co c -a as ca c (I) o a) 0 c = 0) 0 • CD .-1 "- Do cd TO '1) 0) F..) ••-• CI '-') ** E U) 0 a) .- cn .7:- In 8 a 8 76 u-.. (13 0 = - :- . r"" ° - - - i= Cl x L.) c C. -0 C es) 7.... U) .... CD co CI) ca ts = cu • - .., CU 2 2 2 2 2 2 2 2 2 2 Total Reco CD 0) CD CO CD Ps CD CO .10 1 01 N C) CO CO 0 )11 LO , c•.! r t-:. O. 0 0 6 6 ; 4- LO to oo 0 01 CO 1 Cc) 0 -r- 0. 0 0 a (0 -cr a 6' 4--: 1 `07 \ 4--- 'V' 04-- 0 CO I.C) CO CO 4-. r..- Operating Income - E < a .4 -o cn E 8 3 0 03 1- 0 Database: MBP Aged Delinquencies Page: Date: Time: 1 2/27/02 02:40 PM nvoice Date Category Source Amount Current 30 60 90 120 2/6/02 DOUG 2/1/02 SR 2/1/02 SR 2/1/02 SR Email rent invoice AUTOCHRG ©T2/28/2002 AUTOCHRG @T2/28/2002 AUTOCHRG ©T2/28/2002 1125 /02- should receive money by 2/15/02 CH CH CH 11,280.00 11,280.00 11,280.00 11,280.00 11,280.00 11,280.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 SR RESIDENTIAL RENT 33,840.00 33,840.00 0.00 0.00 0.00 0.00 Total: 2/6/02 DOUG MSt Currently working on tenant setup - charges 33,840.00 33,840.00 0.00 0.00 0.00 0.00 12/31/01 DEP Req'd Security Deposit CH 10,560.00 10,560.00 10, 560.00 DEP SECURITY DEPOSIT Total: 0.00 10,560.00, 0.00 10,560.00 0.00 10,560.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2/6/02 DOUG PM working with tenant to catch up rent due 12/31/01 ME May -01 CAM 12/31/01 ME JUI-01 CAM 12/31101 ME Sep -01 CAM 12/31/01 ME Nov -01 CAM 12/31/01 ME Jun -01 CAM 12131/01 ME Aug -01 CAM 12/31/01 ME Oct -01 CAM 12/31/01 ME Dec -01 CAM 12/31/01 MR Dec -01 Rent 12/31/01 MR Nov -01 Rent 1/1/02 ME AUTOCHRG @T1/31/2002 1/1/02 'MR AUTOCHRG ©T1/31/2002 2/1/02 ME AUTOCHRG @T2/28/2002 2/1/02 MR AUTOCHRG @T2/28/2002 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 651.00 0.00 651.00 CH 4,206.00 0.00 4,206.00 CH 2,103.00 0.00 2,103.00 CH 651.00 0.00 651.00 CH 4,206.00 0.00 4,206.00 CH 651.00 651.00 0.00 CH 4,206.00 4,206.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.0C 0.00 0.01 0.00 0.01 0.00 0.0( ME MR MANUFACTURE CAM MANUFACTURE RENT 6,510.00 651.00 14,721.00 4,206.00 5,859.00 10,515.00 0.00 0.00 0.00 0.00 0.0( 0.0( . Total: 21,231.00 4,857.00 16,374.00 0.00 0.00 0.0 DEP SECURITY DEPOSIT ME MANUFACTURE CAM MR MANUFACTURE RENT SR RESIDENTIAL RENT 10,560.00 0.00 10,560.00 6,510.00 651.00 5,859.00 14,721.00 4,206.00 10,515.00 33,840:00 33,840.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.0 0.0 0.0 0.0 Grand Total: 65,631.00 38,697.00 26,934.00 0.00 0.00 0.( 30:3 1 cry Co V s Co V n 0 CV i 0 Cso V i 0 0 " o c 0 6 0 ▪ ' ▪ tri • o o 0) • 2 P o co CO 0 C0 0 0 0 0 o 0 o o c‘ csi 16 6 6 6 • 6 6 6 0 v 0 0 0 0 0 0 O el 0 d 01 C) co r ) cr co o • 0 0 0 0 0 0 0 0 • 0 8. 0 — --- ay cry 0 0 0 0 0 0 0 CI 0 0 CO 0 0 Ci 6 0 6 CO co co •••■• 0 c.6 co -cr 6 I= 0 6 6 0 0 0 ui 0 to co is-s4 0 co cto a o . < 2 0 E 0 ci o o o o o ci cci cd 0 o 0 6 6 o o 0 o o o 0 0 o o 0 0 o o 0 o 0 l o 0 o 0 o c o 0 0 0 o 0 , 6 c 6 6 6 6 00 >, 1.... ID JD 0 = co ot c c co co < = c 0 o o o o 0 o c a o c 0: : 0 0 o 0 c 0 0 0 0 0 o 0 0 o oo o r r - 0 o o 0 0 0 o 6 0 0 0 6 0 6 0 0 0 , 6 6 6 0 0 6 o 0 sr( 1-- -r - : N. t-- co a) co tri 15 tri 0) 0 •0 co CC BORARC-KLove's TI 0 U) c0 0) 1.0 Vendor Total Owed: SITE CONSTRUCTION MARBUI -Lot53 Bldg. A LO 0 0) 0 0 0) v.) 0 0 MARBUI:Construction cv 0 0 SITE CONSTRUCTION -MA 0) 2 0 0 0 LU 0) SITE CONSTRUCTION 0 2 CC:NDI 0 MARBUI:SITE CONSTRUC 0 0) .r.- v. 0 CO 0 0 cr v• 0 0 0 •cr •cr NI" • co cs 0 00 0 Ceo rtc„ NI 01 (13 r) ao to ci cNtin CD • 4- cr) rco. To f,32. cr. , c's4 r- 0 0 ci 03 al C). I... 0 0 cn C•4 4—• .cD CI F.• CO CO o co 0 0 0 o co 0 co o o co co c■i 0-co- 000 0 0 0 000 000 o o o o •0 o 0 0 0OP • c N. (') n o(.) rV- ' "o 0) r- er - • r•- r- r • ci •cr• co 0 .o E (00 0.0 E > Z • 0 c -0 -0 it eG — c c.. co 76 E _ co El CI • ra o C9 0 0 01— ,. 01- 1— 1— i, 15 ..rc , 8 -0 c ‘... 8 o 2 to Co Lo0 C in 3 o -c a) 132 o > 0= .ih. C 0) > C , ID > c o 0 o Z o 15 n_ .5c . cn D... Vendor Total Owed: cc, (c) (C) Cr) 0) NI 0) 0 0) 0) (0 0 co 0 (0 0 O T to 10 0 v O CO 0 0 0 to T O C O 0 N n m CO 0 Qr10 O 101010 6 1010 0) °v 0 1 0 0 10 0 U Ol N cnv00LO O to CO is CO N O O CO O 0 h ti m r• o ri ci ri ai co 0) to 6 o of n N N r O O N Cam') O t :.0 CO 0 CO O tO CO r t: 10 0) O N m m u) N tV N N cV N t C4 V N .T v et' N v N CO V tD CD t` CO O) 0 N 0 0 0 0 0 0 0 0 0 0 0 0 0 T. 0 m m co co m 0 tO O 0 tD 0 tO tt) tt) N N N N N N N N N Zo- N C) 0) W a) 0) 0) 0) 0) D) CO 0) 0) CC CC CCCCftLt 0.00000000 0 ° °o o O \c> o m p V m ti N N 7 0 fop O m 0 C4 M O N N CI O co O N to N N O V co N t+i O O O O ni LO N ° °� O m O 0 0 N tD N N N m CO 0 0 ) t' 0 Is - Is 0 T c �0 tD 0 10 ti LO CO N O O 'tD N 40 O C N O • T N O CO CO ti c 4 D N C G C C3 m 1 CO kr i I CU > 01 CO > tD j C i m .a O I m U O CO CO 0 o O Occupied Suites O 1n to Ti O O 0 t[) Is N CO O N CO CO r co O O 0 0 o v- o _Q to ° O CD O N m N N 13) CO CO Additional Space 0618 0 o ') 0 O m N C CO O CO O O 0 0 O O 0 0 0 0 O N t, to 0. 1- ° O co 00 00 O O O co .0 CO O !� f` Ca w 2 -? m Vacant CO CD CO m 03 n O O O a 0 0 csi csi 0 oo 0 _ . 8 .0 . a 8N . S 0 o 0 c c O. o . o o o c c c E ..., . . a o a o a i-i - ' 00 c= ....... ...... 0 0 0 0 0 0 0 • o 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 to • 0 00 0 0 0 0 0 O. 0 (0(0 O. 0- 0 0 5 a 0 0 ci 0 oo O 0 ro 0 v c co N CO Occupied Suites co co 00 o o 6 6 01 c-4 NI N NI (0 r- cv a a) 0 F.• i- s— •<.■ NI 0 N CV I— •4.:4 Cf CT a co 6 u) — o C.; c) .- .,-- 0 C..."- cs3 •cl- 0 CV F1 ‘1 C? 0 0 CO 0 (0 (0 CO N- 0 0 0 c.? t•-• i'L 0 OD CD CO N. 1,... 0 ui Cs1 C•4 0 ts) co En 0 ••••• 000 o co 0 1,7 0 0 00 a a Building 104 Occupied 1046 -1 0 0 III (0 0) a) 0.0 NI 4') VI 00 4040 CO 00 it CC 2 2 r- co ni 0 N: 9cr o 0 ,r) ■i. ...... ,...., cO 70- 03 -0 en tr) 40 10 01010 0 ,.....- 0 a co ...7‘a = = ' - 7 _ 0' 03 0)004 CY) NI P.- C73 ,o :0 N. CO C,) oo co co ri" .c:: 6 ('s, v.: NI r— co C3 CD NJ CD • 00 0 0 co N Occupied Suites CITY OF ALAMEDA Interoffice Memorandum DATE: May 1, 2002 TO: Honorable Chairman and Members of the Alameda Reuse and Redevelopment Authority FROM: Lucretia Akil, ARRA Secretary SUBJ: ARRA Agenda Please be advised that Item 2 -D under the Consent Calendar has been withdrawn from the Agenda and will be placed on the May 21, 2002 City Council agenda for further consideration. Dedicated to Excellence, Committed to Service CITY OF ALAMEDA Interoffice Memorandum DATE: May 1, 2002 TO :. Honorable Chairman and Members of the Alameda Reuse and Redevelopment Authority FROM: Lucretia Akil, ARRA Secretary SUBJ: Property Management Agreement Changes Please be advised that on page one of the Property Management, Section A has been changed to .reflect that the Property Manager (APCP) is responsible to provide roof repairs for City occupied buildings, as set forth in the Annual Management Plan. Please note the corrected address for APCP on page 20 of the agreement to 3140 Peacekeeper Way, McClellan, CA 95652. Dedicated to Excellence, Committed to Service City of Alameda California Bob Baldwin c/o Public Works Department Dear Bob: April 24, 2002 At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, ames M. Flint City Manager cc: Matthew Naclerio, Public Works Director Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538 City of Alameda California April 24, 2002 Ken Bowman, Assistant Leasing & Property Manager Dear Ken: At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, James M. Flint City Manager cc: Doug Yount, Development Services Director Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538 City of Alameda California Gary Colbert c/o Public Works Department Dear Gary: April 24, 2002 At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, James M. Flint City Manager cc: Matthew Naclerio, ' : is Works Director rECIII21M7Meggaagitmaiggewm, WARM. Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538 City of Alameda California Regan Cruse c/o Public Works Department Dear Regan: April 24, 2002 At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, ames M. Flint City Manager cc: Matthew Naclerio, Public Works Director Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538 City of Alameda California April 24, 2002 Mike Hampen, Assistant Leasing & Property Manager Dear Mike: At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, James M. Flint City Manager cc: Doug Yount, Development Services Director Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538 City of Alameda California Ed Levine, Leasing & Property Manager Dear Ed: April 24, 2002 At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, ames M. Flint City Manager cc: Doug Yount, Development Services Director Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538 City of Alameda California Todd Williams c/o Public Works Department Dear Todd: April 24, 2002 At the May 1, 2002 Alameda Reuse and Redevelopment Authority Meeting, several employees will be commended for their contributions to the management and maintenance of Alameda Point. You are included in this group of honorees. You are cordially invited to this meeting which will be held at 5:30 P.M. in the City Council Chambers at 2263 Santa Clara Avenue. Please contact my Secretary, Janis Crothers at 748 -4505, to confirm your participation. Sincerely yours, James M. Flint City Manager cc: Matthew Naclerio, Public Works Director Office of the City Manager 2263 Santa Clara Avenue, Room 320 Alameda, California 94501 510 748 -4505 Office - 510 748 -4504 Fax - TDD 510 522 -7538