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2004-08-04 ARRA PacketAGENDA Regular Meeting of the Governing Body of the fi, ,_opwf:_; Alameda Reuse and Redevelopment Authority ** * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL 2. CONSENT CALENDAR Wednesday, August 4, 2004 Meeting will begin at 5:30 p.m. City Hall will open at 5:15 p.m. 2 -A. Recommendation to approve an amendment to the Bessie Coleman Court Inc. Legally Binding Agreement and Property Lease extending the term from April 30, 2058 to September 30, 2059. 3. PRESENTATION 3 -A. Presentation /update on Alameda Point Navy Negotiations and Land Use Planning. 4. REGULAR AGENDA ITEMS 4 -A. Recommendation to approve a contract amendment with Northgate Environmental for environmental consulting services at Alameda Point for FY 2004 -05 in the amount of $200,000. 5. ORAL REPORTS 5 -A. Oral report from APAC. 5 -B. Oral report from Member Matarrese, RAB representative. 5 -C. 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.) 7. COMMUNICATIONS FROM THE GOVERNING BODY ARRA Agenda — August 4, 2004 Page 2 8. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: 8 -A. Property: Negotiating parties: Under negotiation: Alameda Naval Air Station ARRA, Navy, and Alameda Point Community Partners Price and Terms Announcement of Action Taken in Closed Session, if any. 9. ADJOURNMENT This meeting will be cablecast live on channel 15. The next regular ARRA meeting is scheduled for Wednesday, September 1, 2004. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary, Irma Frankel 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 Inter - office Memorandum July 21, 2004 To: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority From: James M. Flint Executive Director Re: Recommendation to Authorize the Executive Director to Execute an Amendment to the Bessie Coleman Court Inc. Legally Binding Agreement (and Property Lease) Extending the Term from April 30, 2058 to September 30, 2059 Background In conjunction with executing a June 2000 Purchase and Sale Memorandum of Agreement (MOA) with the Alameda Reuse and Redevelopment Authority (ARRA), the Department of the Navy entered into a Lease in Furtherance of Conveyance (LI OC) with the ARRA. The LIFOC enables the ARRA to sublease the various facilities at Alameda Point for purposes as set forth in the Community Reuse Plan. As required by the federal Base Closure and Community Redevelopment and Homeless Assistance Act of 1994, the ARRA has worked with the Alameda County Department of Housing and Community Development and an organized group of homeless service providers, currently known as the Alameda Point Collaborative (APC), to identify 200 housing units which, when rehabilitated and occupied, would constitute a reasonable accommodation of the homeless at Alameda Point. The ARRA has entered into 15 -year subleases with all six homeless providers at Alameda Point, including the San Leandro Shelter for Women and Children, now referred to as Bessie Coleman Court Inc (BCC Inc.). The BCC Inc. project provides 52 transitional and permanent housing units, including on -site tenant services, for low and/or very -low income homeless individuals and families recovering from domestic violence. It was intended that the 15 -year subleases, while allowing short-term financing and rehabilitation of housing units to proceed in 1999, would be replaced by a 59 -year Legally Binding Agreements and Property Leases (LBA's) as soon as practicable. The form of the LBA was negotiated by the ARRA and APC and approved by all parties and HUD in 1996. The form of the LBA was modified in 2001 to provide lender and mortgagee protection provisions in order to facilitate financing for all APC projects, including the BCC Inc. project. The LBA's are intended to have a Willi of 59 years from the commencement date of each homeless provider's interim sublease. Discussion The BCC Inc. LBA, as drafted, will expire on April 30, 2058. The State of California Department of Housing and Community Development, which has authorized approximately $500,000 in loans to BCC Inc., recently notified the City that BCC Inc.'s loan awarded through Dedicated to Excellence, Committed to Service Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority July 21, 2004 Page 2 its Families Moving to Work program statutorily requires recordation of a 55 -year affordable housing regulatory agreement. The State is preparing to record the regulatory agreement on September 30, 2004. In order to accommodate State regulations and allow State funding to proceed, the term of the BCC, Inc. LBA must be extended from April 30, 2058 to September 30, 2059. Fiscal Impact There is no fiscal impact to extending the term of the BCC, Inc. LBA by 17 months from April 30, 2058 to September 30, 2059. Recommendation The Executive Director recommends that the ARRA Governing Board authorize executing the attached Amendment to the Bessie Coleman Court Inc. Legally Binding Agreement extending the Term from April 30, 2058 to September 30, 2059. By: PB/EC:if Attachment: BCC, Inc. LBA Amendment #1 Respectfully submitted, aul Benoit Deputy Executive irector Stephen Proud Alameda Po' roject Manager izabe Develop ok Manager — Housing Dedicated to Excellence, Committed to Service Recording Requested by and After Recordation, Mail to: Alameda Reuse and Redevelopment Authority 950 West Mall Alameda, CA 94501 -5012 Attention: Base Reuse and Redevelopment Manager Recorded for the Benefit of the City of Alameda Pursuant to Government Code Section 6103 Mail Tax Statements to: Bessie Coleman Court, Inc. 1395 Bancroft Avenue San Leandro, CA 94577 Attention: Executive Director APN FIRST AMENDMENT TO LEGALLY BINDING AGREEMENT AND PROPERTY LEASE THIS FIRST AMENDMENT TO LEGALLY BINDING AGREEMENT AND PROPERTY LEASE ( "First Amendment "), is entered into as of 2004 ( "Effective Date "), by and among the Alameda Reuse and Redevelopment Authority, a joint powers authority formed under California law, (hereinafter the "ARRA "), Alameda County, through its Department of Housing and Community Development, a political subdivision of the State of California (hereinafter "HCD "), the Alameda Point Collaborative, Inc., a California nonprofit public benefit corporation (hereinafter the "Collaborative ") , and Bessie Coleman Court, Inc., a California nonprofit public benefit corporation (hereinafter the "Provider "). Collectively all the signatories to this Agreement are referred to as the "Parties ". 1. RECITALS This First Amendment is entered into upon the following facts, understandings and intentions of the Parties: A. The Parties entered into a Legally Binding Agreement and Property Lease dated as of , 2004 (the "Original Agreement ") for a subleasehold interest in certain real property described in the Original Agreement and on Exhibit A attached hereto, which shall be amended by this First Amendment. This First Amendment, together with the Original Agreement hereinafter shall be referred to collectively as the "Agreement." B. The Parties desire to amend the Agreement in the manner set forth herein to accommodate the requirement of the Families Moving to Work program guidelines for the preservation of ten (10) affordable units at the Project (as defined in the Agreement) for fifty -five (55) years. AGREEMENT NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth below and other good and valuable consideration, the Parties hereto agree as follows: 1. Section 2(a) of the Agreement is hereby amended to extend the Term from April 30, 2058 to September 30, 2059. 2. This First Amendment may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. 3. Except as otherwise expressly modified by the terms of this First Amendment, the,Agreement remains unchanged and in full force and effect. IN WITNESS WHEREOF, the Parties, by and through representatives duly authorized to act, have executed this First Amendment as of the date first written above. ARRA: ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a joint powers authority formed under California law By: Name: Its: 2. Approved as to form: By: Name: Its: HCD: ALAMEDA COUNTY HOUSING AND COMMUNITY DEVELOPMENT, a political subdivision of the State of California By: Approved as to form: Name: By: Its: Name: Its: COLLABORATIVE: ALAMEDA POINT COLLABORATIVE, INC., a California nonprofit public benefit corporation By: Name: e)kex . c7 ke-P-0° Its: eCtjellet.444, PROVIDER: BESSIE COLEMAN COURT, INC., a California nonprofit public benefit corporation By: Name tniei tifz. Its: Doa,rot Prrs,,dte STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF r` "l _ / ) On , before me, , Notary Public, personally appeared a't r.31t:,f „personally-known-to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)` is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /he their- signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s'acted, executed the instrument. r" WITNESS my hand and official seal. GRACE I. SAGUN HARLEY Commission # 1398437 Notary Public - California t Alameda County My Comm. Exp4res Feb 9.2007 Signature of NO- tary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF On ., /—___, `fit? , before me, ��0�4 •..E'ff��— , Notary Public, personally appeared . Lam- , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s} whose name(s) is/e subscribed to the within instrument and acknowledged to me that hots-he/they executed the same in his /her/their authorized capacity(ies-}, and that by his /he eif- signature(-) on the instrument the person(s); or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ) ss COUNTY OF ) ignature of Notary Public RONALD E. SCHRECK Comm. No. 1423641 NOTARY PUBLIC • CALIFORNIA CEi SANTA CLARA COUNTY My Comm. Exp. June 10, 2007 [SEAL] On , before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public [SEAL] rOOZ `I jsOny •Execute Trust Exchange with State Lands Commission • n O • T1 H 0 Cfg 0' • `d H CD CD • !uuvld asn puV7 �aa© Ft,C0 C O -' • t 0 CD • n o C • C o 04 0 n 5--t-, (1) pL., ..g. CD tt 04 CM =O o CD • N E CD C) C 5. a 0 z CMCD cn P: E () 0 cA :uoiirnpauiadipso %kiZriftk-71:PV ARRA-Led Predevelopment Period Project Budget - 7/1/04 YTD Budget YTD Actual Total Available Funding (Bond & Grant) $ 3,780,000 Navy Conveyance ill-g,!.;;:tiAf-,,,,,;ki3.3.1Tal gale ttitriNis...A2Kwic:44.Apr fthoegwreklm i011-$1 Land Use Planning 313,500 $ 49,147 $ 963,300 Subtotal 884,500 $ 439,051 $ 2,533,400 $ ARRA Internal Costs 307,983 $ 228,990 $ 792,175 Subtotal Contingency $ 288,938 S 1,488 $ 454,425 - Total ARRA Costs 1,481,421 $ 669,529 S 3,780,000 Actual/Budget 45% 18% ALAINIEDA PONV SS230.Id 411OLUaITpUg ut Reviewed Timeline and Milestones for Conveyance and Discussed the Environmental Condition of EDC Parcel 5 ssaoo.zd v'1 »2IEJ P CD 5. E 0 CD z crQ Cfg Reviewed Outstanding Econo spaON m1Q/sanssl Presentation by the Navy Testing Initial Market Assumptions 0 rt- 0 4 r 0 CD "CJ Overview of July ARRA/Navy Meetings Of1TUA pU1 TUMUT OUIULT01.0([ CD C 4 5. g' '/)) H CD • CD CA Aj uum ssaulsna uem asa purl SIO0JUd OZ9IJOI.Td teluatuuomAug Developing the First Community Workshop for the PDC JVdV /M s2UT400JAI XppUOJ O O e�t C!] C) 0 n ,PD ,, b C*) 5 . CD ~ -t O • P. 0 �-+ 0 a .7...t- i.d n (74_ (_+ 0 ' 1 c' tr ti 7:- CD cr _ 0 1 ,d CD CD N vino /M s2U OJ d o. >4 2 s+ P 0 Cr '-'4' OP O E 0 '7: 0 4 O ►� n ,ci,) 0 CD ,t+- <c-,.) ›. ,... 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CD • C1- o o CD a Cfq o o' c) N▪ • FT` CD O suogewasam dno.1 •Q C.) • CD CD 55 • ° C4 C4 ;IDc CD (4 • P" CD O cr CD E cip d z o' Alameda Reuse and Redevelopment Authority Memorandum July 19, 2004 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Jim Flint, Executive Director 4 -A SUBJ: Recommendation to Approve a Contract Amendment with Northgate Environmental for Environmental Consulting Services at Alameda Point for FY 2004 -05 in the Amount of $200,000 Background Northgate Environmental has provided environmental consulting services to the ARRA for the past six years. They have reviewed and analyzed Navy environmental documents for the clean -up of East Housing, FISC Alameda Annex (FISCA) and the Alameda Naval Air Station (Alameda Point). They provide comments to the Base Reuse staff and represent the city at regular meetings of the regulatory agencies and the Navy, and provide professional expertise to ARRA staff to allow full participation in the cleanup decisions made by the Navy. Discussion Northgate's existing contract (as amended) for FY 03 -04 will expire on August 30,2004. The proposed contract amendment will extend the term of the contract to June 30, 2005 and will increase the contract by $200,000 to cover the proposed scope of services for FY 04 -05. During FY 04 -05, Northgate will provide technical support to the City /ARRA staff for current and future environmental remediation activities at Alameda Point. In addition, Northgate will support the current discussions with the Navy related to the conveyance of Alameda Point and they will provide technical assistance in the development of a Preliminary Development Concept for Alameda Point. Specifically, Northgate will attend all Base Closure Team (BCT) meetings, attend regularly scheduled ARRA Land Use and Conveyance Team meetings, attend ARRA/Navy negotiation meetings (as requested), and attend other technical meetings that may be necessary to support conveyance of Alameda Point. In addition, Northgate will review all technical documents including reports and work plans and prepares comments on behalf of the City /ARRA that will support the successful transfer and redevelopment of Alameda Point. Fiscal Impact The $200,000 contract will be funded by bond funds secured by Alameda Point lease revenues to fund the ARRA led pre - development period planning activities at Alameda Point. Dedicated to Excellence, Committed to Service Honorable Members of the Alameda Reuse and Redevelopment Authority Recommendation July 19, 2004 Page 2 The Executive Director recommends that the Alameda Reuse and Redevelopment Authority approve a contract amendment with Northgate Environmental for environmental consulting services at Alameda Point for FY 2004 -05 in the amount of $200,000. Respectfully submitted, aul Benoit Deputy Executive By: Stephen Proud Alameda Point Project Manager Attachments: Contract Amendment - Northgate Environmental Management, Inc. Dedicated to Excellence, Committed to Service G:\Corndev\Base Reuse& Redevp\ARRA\STAFFREP\2004\8 August14•A Nortlhgate.doc SECOND AMENDMENT TO AGREEMENT This Amendment of the Agreement, entered into this day of August 2004, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint Powers Authority, (hereinafter referred to as "ARRA ") and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC., a California corporation, whose address is 3629 Grand Avenue, Oakland, CA 94610 (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. On July 2, 2003 an agreement was entered into by and between ARRA and Consultant (hereinafter "Agreement "). B. On June 30, 2004, an amendment to this agreement was entered into by and between ARRA and Consultant. C. ARRA and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 ( "Term ") of the Agreement is modified to read as follows: "The term of this Agreement shall commence on the 2nd day of July 2003, and shall terminate on the 30th day of June 2005, unless terminated earlier as set forth herein." 2. Paragraph 2 ( "Services to be Performed ") of the Agreement is modified to read as follows: "Consultant shall perform each and every service set forth in Exhibit "A" and Exhibit "A -1 ", which are attached hereto and incorporated herein by this reference." 3. Paragraph 3 ( "Compensation to Consultant ") of the Agreement is modified to read as follows: "Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $206,000.00 (Exhibit "A ") and $200,000.00 (Exhibit "A -1 "). 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Northgate Environmental Management, Inc. August 2004 Page 1 Honorable Members of the Alameda Reuse and Redevelopment Authority July 19, 2004 Page 2 Recommendation The Executive Director recommends that the Alameda Reuse and Redevelopment Authority approve a contract amendment with Northgate Environmental for environmental consulting services at Alameda Point for FY 2004 -05 in the amount of $200,000. Respectfully submitted, aul Benoit Deputy Executive By: Stephen Proud Alameda Point Project Manager Attachments: Contract Amendment - Northgate Environmental Management, Inc. Dedicated to Excellence, Committed to Service G: \Condev\Base Reuse& Redevp\ARRA\STAFFREP\2004\8 August\4 -A Northgate.doc IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed on the day and year first above written. NORTHGATE ENVIRONMENTAL ALAMEDA REUSE & MANAGEMENT, INC. REDEVELOPMENT AUTHORITY 7- 21 -04-- By: eret z pdJL Wt.4SSELL_ Title: ?roc/ R44._ Date: James M. Flint Executive Director Date: RECOMMENDED FOR APPROVAL: :'aul Benoit Assistant City Manager Date: `7 2`2_ s aY Stephen A. Proud Alameda Point Project Manager Date: APPROVED AS TO FORM: Teresa Highsmith Assistant City Attorney Northgate Environmental Management, Inc. August 2004 Page 2 Exhibit "A -1" Scope of Work for Northgate Environmental Services Task 1: Attend Regularly Scheduled Base Closure Team (BCT) Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 10 meetings. Budget: $20,000 (Assumes average cost is $2,000 per meeting) Task 2: Attend Regularly Scheduled ARRA Conveyance Team Meetings and Land Use Team Meetings. Estimate 20 meetings. Budget: $30,000 (Assumes average cost is $1,500 per meeting) Task 3: Attend ARRA/Navy Conveyance Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 10 meetings. Budget: $25,000 (Assumes average cost is $2,500 per meeting) Task 4: Attend Meetings with Regulators and Technical Supplemental Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 30 meetings. Budget: $30,000 (Assumes average cost is $1,000 per meeting) Tasks: Review of Technical Documents Including Reports and Work Plans. Estimate 30 documents. Budget: $75,000 (Assumes average cost of $2,500 per document) Task 6: Additional Consultation (at the request of ARRA) and contingency. The ARRA must preauthorize these tasks. Budget: $20,000 (Approximately 10% of the budget for Tasks 1 -5) Total Contract $200,000 AMENDMENT TO AGREEMENT This Amendment of the Agreement, entered into this t day of June 2004, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint Powers Authority, (hereinafter referred to as "ARRA ") and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC., a California corporation, whose address is 3629 Grand Avenue, Oakland, CA 94610 (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. On July 2, 2003 an agreement was entered into by and between ARRA and Consultant (hereinafter "Agreement "). B. ARRA and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 ( "Term ") of the Agreement is modified to read as follows: "The term of this Agreement shall commence on the 2nd day. of July 2003, and shall terminate on the 31St day of August 2004, unless terminated earlier as set forth herein." 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed on the day and year first above written. NORTHGATE ENVIRONMENTAL MANAGEMENT, INC. By: 77&1E32 eussetc Title: ehtlC e L Date: 6-7/7_104, ALAMEDA REUSE & REDEVELOPMENT AUTHORITY Amid Jame • : Flint Exec tive Director ` Date: �� RECOMMENDED FOR APPROVAL: aul Ben. 't Assistant City Manager Date: Cc, .22.p(iv Northgate Environmental Management, Inc. June 2004 Page l Stephen A. Proud Alameda Point Project Manager Date: APPROVED AS TO FORM: eresa Highsmi Assistant City Attorney Northgate Environmental Management, Inc. June 2004 Page 2 : 1/23/2•Q04 Time: 2:38 PM To: 9 1 -415- 492 -0542 Client #: 8665 1- SiU- @52 -4J.3 NORTHENVI1 AC.ORn., CERTIFICATE OF LIABILITY INSURANCE rage: UUd -UU4 DATE (MM /DD /YY) 01/23/04 PRODUCER Dealey, Renton & Associates P, =.fit:. Box 12675 0. ,nd, CA 94604 -2675 510 465 -3090 David Eckman THIS CERTIFICATE I5 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED ( Northgate Environmental Mgmt., Inc. 3629 Grand Avenue Oakland, CA 94610 INSURER A: American int'i Specialty Lines ins INSURER 8: INSURER C: INSURER D: INSURER 5: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINIS ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE tMM /DD /YY1 POLICY EXPIRATION DATE(MM/DD /YY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY TBD Claims Made Occur. Basis 01/22/04 01/22/05 EACH OCCURRENCE £3,000,000 5100 000 X FIRE DAMAGE (Any one fire) CLAIMS MADE X OCCUR MED EXP(Any one person) 510,000 X Prof. Liability PERSONAL & ADV INJURY £3,000,000 53,000,000 S3,000,000 X Pollution Liab. GENERAL AGGREGATE GEML AGGREGATE LIMIT APPLIES PBX: PRODUCTS - COMP /OP AGO X POLICY 1 LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (tie occident) BODILY INJURY (Per person) BODILY INJURY occident) (Per ac PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT 5 BA ACC 5 OTHER THAN AUTO ONLY: AGO S EXCESS LIABILITY Approved ,.,��'}' CITY ' Z I„ 1. y- /����� •. 1 _ l6yy..�Yri:.t.. 0.111r�• s ' —I •` eaStaaa+ a to Form V �� , ~ �/ a Y8 = BACH OCCURRENCE S OCCUR CLAIMS MADE AGGREGATE 5 DEDUCTIBLE RETENTION 5 S 5 }TORY IAIM T5 APR 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY H.L. EACH ACCIDENT S E.L.DISEASE - EA EM PL OYES 5 H.L. DISSASZR - POLICY LIMIT S OTHER s.. •.. - DESCRIPTION OF OPERATI ONS/LOCAT IONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS GENERAL LIABILITY ADDITIONAL INSURED: Alameda Community improvement Commission (CIC), City of Alameda, its City Council, boards, commissions, officers, employees and volunteers. CERTIFICATE HOLDER ADDITION AL INSURED; INSURERLETTER CANCELLATION City of Alameda Attn: Susan Fassiotto 950 West Mali Square, #110 Alameda, CA 94501 SHOULD ANY OFTH E AB OVE DESCRIBED POLICIES BE CANCELLED B EFORETHE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAILin DAYS WRITTEN NOTICE TOTHE CERTIFICATE HOLDER NAMEDTOTHE LEFT, 8 UT FAILURE TO DO SO SHALL IMPOSE NOOB LIGATION ORLIA81LrrY OF ANY KIND UPON THE INS URER,TS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATJ V ACORD 25 -S (7/97) 1 of 1 #M98223 DCE e ACORD CORPORATION 1988 .,JAN.23'2004 12:17 4153948332 PENNBROOK /SCHMIDT INSURANCE SVCS #0279 P.002 /001 ACORD CERTIFICATE OF LIABILITY INSURANCaH 5 PRODUCER Pennbrook Insurance Services License No. 0622553 200 Pine Street, 8th Floor San Francisco CA 94104 -2702 Phone:415- 362 -0445 Fax:415- 394 -6332 DATE (MMfoom) 01/23/04 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Northgate Environmental Management, Inc. 3629 Grand Avenue Oakland CA 94610 INSURER A: Everest National Insurance Co . INSURER B: Hartford Casualty Insurance Co INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. QTR TYPE OF INSURANCE GENERAL LIABILITY POLICY NUMBER ATE H DMEFFECTIVE / DATE (MM/DDM') EXPIRATION UMITS COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: — — — PRO - — LOC POLICY JECT AUTOMOBILE LIABILITY X X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS EACH OCCURRENCE $ FIRE DAMAGE (Any one (ire) 5 MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE S PRODUCTS - COMP /OP AGG $ 57UECt3L9363 12/20/03 12/20/04 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ CERTIFICATE HOLDER y 1 ADDmONAL INSURED; INSURER LEITER: ALAMCIC Alameda Community Improvement Commission Attn: Susan Fassiotto 950 West Mall'Square, 2nd flr Alameda CA 94501 . Approved as to Fo ACORD 25 -S (7197) CITY ATTO By: QJi AcaszEorst ne4 `aY++,1 e,ern SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLD lio•e,: ER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE • • OBU`, • 0 ANY KIND UPON THE INSURER, ITS AGENTS OR REP , / ©ACORD CORPORATION 1988 GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG S EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ $ D1H- 5 A WORKERS EMPLOYERSUA81uTY COMPENSATION AND 39000398818-041 01/01/04 01/01/05 WLSIAIU- X TORY LIMITS ER E.L.EACHACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1, 0 00 , 0 0 0 E.1- DISEASE - POLICY LIMIT $ 1, 0 0 0, 0 0 0 OTHER • DESCRIPTION Alameda Council,boards, as subrogation OF OPERATIONSILOCATIONSNEHICLES Community Improvement commissions,officers,employees additional insured. applies for /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Commission and the City of Alameda, its City and volunteers are included as respects Alameda Theater project. Waiver of Workers Compensation. fx: 510- 749 -5808 CERTIFICATE HOLDER y 1 ADDmONAL INSURED; INSURER LEITER: ALAMCIC Alameda Community Improvement Commission Attn: Susan Fassiotto 950 West Mall'Square, 2nd flr Alameda CA 94501 . Approved as to Fo ACORD 25 -S (7197) CITY ATTO By: QJi AcaszEorst ne4 `aY++,1 e,ern SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLD lio•e,: ER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE • • OBU`, • 0 ANY KIND UPON THE INSURER, ITS AGENTS OR REP , / ©ACORD CORPORATION 1988 .4 /Zi /UJ 11.t: Uyt:ZJ CAR 414 404. vv -ar 71 d. Your legal representative if you die, but only with respect 10 duties as such. That representative will have all your rights and duties under the applicable coverage parts. 3. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct Of such person is also an insured, but only with respect to liability arising out of the operation Of the equipment, and only if no other insurance of any kind is available to that person or that organization for this liability. However, no person of organization is insured with respect to: a. "Bodily injury" to a err "employee" of the person driving the equipment or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person wbo is an insured under this provision. 4. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However; a Coverage under this provision is afforded only until the 300 day after you acquire or form the organization or the end of the "policy period", whichever is earlier, b. Coverage does not apply to "bodily injury" or "property damage" that occurred, or "covered operations" or "professional services" that were performed before you acquired or forayed the organization; and c. Coverage does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 5. Under COVERAGE PARTS ONE and TWO, your clients shall be added as insureds under this policy but only a. When required by written contract executed and effective before the performance of "your work" or "covered operations' b. For "bodily injury ", "property damage" or "claim expense" arising out of the performance of `your work" or arising out of a "pollution event" resulting from your performance of "covered operation(s }" or "completed operation(sy' of the "covered operarion(s}" and only if the "bodily injury". "property damage" or "claim expense" is otherwise covered under the terms and conditions of this policy; and c. For those amounts required by written contract not to exceed the Limits of Insurance of this policy. The coverage provided shall not apply to "bodily injury", "property damage ", "damages" or "claim expense to the extent based upon or arising from the negligence or the acts, errors or omissions of the client. 6, Any other person or entity endorsed onto this policy as an insured, Section IL Extended Reporting Period — applicable to COVERAGE PART THREE only I. You shall be entitled to an automatic extended repotting period without additional charge apon termination of coverage as defined in this section. This period starts at the end of the "policy period" and lasts for thirty days. 2. In addition to the automatic extended reporting period you shall be entitled to purchase an extended reporting period of up to three yeas in duration, except in the event of nonpayment of premium. The charge for an extended reporting period of up to three years in duration shall be not more than one hundred percent of the premium per "policy period". The extended reporting period of up to three years in duration starts when the automatic extended repotting period set forth in the above paragraph ends. 3. upon payment of such additional premium we shall issue an Endorsement providing for an extended reporting period of up to three years in duration provided that you; a. Make a written request for such Endorsement which we receive within thirty days after termination of coverage as defined herein; and . b. Pay the additional premium when due. If such additional premium is paid when dui, the extended reporting period may not be canceled by as provided that all otter terms and conditions of the policy are met. Approved as to Form Q CITY ATTORNEY STF•ESP -100.8 CW (1710Z) Page 14 OM A70A-luk CONSULTANT AGREEMENT THIS AGREEMENT, entered into this 2"d day of July 2003, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (hereinafter referred to as "ARRA "), and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC., a California corporation, whose address is 3629 Grand Avenue, Oakland, CA 94610, (hereinafter referred to as "Consultant "), is-made with reference to the following: RECITALS: A. ARRA is a Joint Powers Authority duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Consultant is specially trained, experienced and competent to perform the special . services which will be required by this Agreement; and C. Consultant possess the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. ARRA and Consultant desire to enter into an agreement for services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: l . TERM: The term of this Agreement shall commence on the 2"d day of July 2003, and shall terminate on the 30th day of June 2004, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A ", which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $206,000.00 (Exhibit "A "). 4. TIME IS OF THE ESSENCE: • Consultant and ARRA agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by ARRA nor have any contractual relationship with City. 10. INSURANCE: On or before the commencement of the terms of this Agreement, Consultant shall furnish ARRA with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C and D. Such certificates, which do not limit Consultant'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 ARRA by certified mail, "Attention: Risk Manager." It is agreed that Consultant 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 that is acceptable to ARRA and licensed to do insurance business in the State of California. Endorsements naming ARRA, City of Alameda, its City Council, boards, commissions, officials, employees and volunteers as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to ARRA, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or ARRA with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against ARRA by virtue of the payment of any loss under such insurance. 3 Requests for additional subcontracting shall be submitted in writing, describing the scope of work to be subcontracted and the name of the proposed subconsultant. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subconsultant's services. Approval of the subconsultant may, at the option of ARRA, be issued in the form of a Work Order. In the event that Consultant employs subconsultants, such subconsultants shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City of Alameda Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of ARRA. No report, information nor other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by ARRA. Consultant shall, at such time and in such form as ARRA may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by ARRA that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of ARRA or its designees at all proper times, and gives ARRA the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by ARRA's preliminary examination or audit of records, and ARRA's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then consultant shall reimburse ARRA for all reasonable costs and expenses associated with the supplemental examination or audit. 5 Exhibit "A" Cost Estimate for Master Developer Negotiations Support - Northgate Environmental Task 1: Master Developer- Oriented Meetings Estimated hours: 610 Northgate labor $129,460 Task 2: Follow up on Navy Evaluation of PAHs in Soil Estimated hours: 80 Northgate labor $17,000 Task 3: Tidelands Trust Estimated hours: 71 Northgate labor $15,000 Task 4: Miscellaneous Assignments Estimated hours: 124 Northgate labor $26,000 Task 5. Project Management Estimated hours: 86 Northgate labor $18,540 Master Developer- Related Total .. $206,000 G: /domdev/ contractlarra /northgate.cantract4.doc 9