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2004-11-03 ARRA PacketThe Regular Meeting of the Alameda Reuse & Redevelopment Authority (ARRA) scheduled for November 3, 2004 has been cancelled due to the November 2 Elections. AGENDA Special 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 1. ROLL CALL Wednesday, November 3, 2004 Meeting will begin at 7:27 p.m. City Hall will open at 7:12 p.m. 2. PUBLIC COMMENT ON NON - AGENDA ITEMS Anyone wishing to address the Board on non - agenda items may speak for a maximum of 3 minutes per item. 3. COMMUNICATIONS FROM THE GOVERNING BODY Discussion Regarding Continuation of APAC or other Advisory Group to the ARRA. (Boardmember Kerr) 4. ADJOURNMENT 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. AGENDA Special 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 Thursday, November 18, 2004 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 regular meeting of July 7, 2004. 2 -B. Approval of the minutes of the regular meeting of August 4, 2004. 2 -C. Approval of the minutes of the regular meeting of September 1, 2004. 2 -D. Approval of the minutes of the regular meeting of October 6, 2004. 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 Economic & Planning Systems, Inc. (EPS) for negotiation support services at Alameda Point in the amount of $137,000. 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). Presentation by the Executive Director in Response to ARRA Board Inquiry on Leasing Process ARRA Agenda — November 18, 2004 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 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 Page 2 Announcement of Action Taken in Closed Session, if any. 9. ADJOURNMENT This meeting will be cablecast live on channel 15. 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. APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, July 7, 2004 The meeting convened at 5:49 p.m. with Mayor Johnson presiding. 1. ROLL CALL Present: Beverly Johnson, Mayor, City of Alameda Tony Daysog, Boardmember, City of Alameda Barbara Kerr, Boardmember, City of Alameda Frank Matarrese, Boardmember, City of Alameda Marie Gilmore, Boardmember, City of Alameda 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the regular meeting of June 2, 2004. r 2 -B. Approval of the minutes of the special meeting of June 15, 2004. Member Kerr motioned for approval of the Consent Calendar item. The motion was seconded by Member Gilmore and passed by the following voice vote: Ayes -5; Noes -0; Abstentions -0. 3. PRESENTATION 3 -A. Presentation/update n Alameda Point Navy Negotiations and Land Use Planning. Stephen Proud, Alameda Point Project manager, provided an update on the conversations and negotiations with the Navy, as well as the land planning process. He identified two key areas: 1. To negotiate with the Navy for the disposal of the property and the ultimate remediation of the sites at Alameda Point. 2. The team is continuing its land use planning effort with Roma Design Group to undertake the Master Planning effort, including transportation planning and community engagement activities. A trust exchange will also occur with the State Lands Commission. Mr. Proud provided an overview of the two June ARRA/Navy meetings, where the economic model and key assumptions were discussed. ARRA had discussed a September 30, 2004, timeframe in terms of a conveyance mechanism for the Base. There was discussion about the conveyance of East Housing and the FISC. Andy Barnes, consultant, clarified the matter. He advised that technically, the Navy has not formally renounced the EDC agreement. Member Kerr did not believe that it was proper or legal to change the terms of an existing agreement. 1 G: \Comdev\Base Reuse& Redevp\ARRA\MINUTES\2004 \7 -7 -04 Regular.ARRA minutes.doc Vice Mayor Daysog hoped that the City would be proactive in setting the terms of the discussion with the Navy so that when the Navy performs the audit, they did not examine only the items they considered important. Member Matarrese underscored Vice Mayor Daysog's . Member Gilmore advised that they had received feedback that the process was not only new to the City, but also new to the Navy. She believed that they may be willing', to branch out, and to go back and examine no -cost EDCs to draw some money out of it. She cautioned against being complacent in this process. Mr. Proud estimated that a first draft of a preliminary development concept would be produced by September 1, 2004, and that community workshops would commence. Mr. Proud advised that they had held weekly meetings with Roma Design Group to work through the early issues with respect to the Navy, as well as meeting with the State Lands Commission. Mr. Adams, ROMA Design Group, noted that a series of interrelated issues must be addressed, including historic preservation. He noted that over a ten -month period, they have scheduled five community meetings, anticipated to occur in August, November, January, March and May. Member Kerr noted that with respect to collaborative housing, some developers mentioned that they may want to buy out portions of them with the purpose of consolidating them into a closer configuration. Mr. Proud replied that they were working in close cooperation with APCP, and that they were working with the Navy to ensure they would have a real market test. 4. REGULAR AGENDA ITEMS 4 -A. Recommendation to approve the ARRA budget for Fiscal Year 2004 -2005. Member Kerr noted that with respect to the Alameda Point property management item, she believed that hospital assessment was a parcel tax. Jim Flint confirmed that the hospital tax was in fact a parcel tax. Vice Mayor Daysog requested a breakdown of the projected fund balance for A/P of years 2004- 5 and 2005 -6. Nanette Banks advised that she would provide the capital projects information on FISC/East Housing. Ms. Banks advised that the ARRA lease revenue budget was a positive story for the ARRA governing body. Since the transfer of property management in February, 2004, over $500,000 in spending was saved; a $3 million budget was projects, and she estimated that it would come in at a steady $2.5 million. Member Matarrese motioned for approval of the ARRA budget for Fiscal Year 2004 -2005. The motion was seconded by Mayor Johnson and passed by the following voice vote: Ayes - 5; Noes -0; Abstentions -0. 2 G: \Comdev\Base Reuse& Redevp\ ARRA \MINUTES\2004 \7 -7 -04 Regular.ARRA minutes.doc 5. ORAL REPORTS 5 -A. Oral report from APAC. Co -Chair Diane Lichtenstein reported that their attentions would be focused on Roma Group's presentation, and added that they would attend all of their meetings. 5 -B. Oral report from Member Matarrese, RAB representative. Member Matarrese advised that he was able to attend for 45minutes at the last meeting, during which time the RAB discussed the minutes for that period. 5 -C. Oral report from the Executive Director (non- discussion items There was no oral report from the Executive Director. 6. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no oral communications. 7. COMMUNICATIONS FROM THE GOVERNING BODY Vice Mayor Daysog requested regular updates with regard to transportation solutions, and noted that the recent issues with respect to Chinatown and the gondola be kept in current conversation. 7. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR:' 7 -A. Property: Alameda Naval Air Station Negotiating parties: ARRA, Navy and Alameda Point Community Partners Under negotiation: Price and Terms Mayor Johnson announced that ARRA received a briefing from its real property negotiator. Direction was given to real property negotiator to negotiate a contract with ROMA, a land use consultant, in which the contract is to be presented in public session at the next ARRA meeting. 8. ADJOURNMENT Mayor Johnson adjourned the open session meeting at 6:50 p.m. Respectfully submitted, fmc ranke ARRA Secretary 3 G: \Comdev\Base Reuse& Redevp\ARRA\MJNUTES\2004 \7 -7 -04 Regular.ARRA rninutes.doc APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, August 4, 2004 The meeting convened at 5:47 p.m. with Mayor Johnson presiding. 1. ROLL CALL Present: Beverly Johnson, Mayor, City of Alameda Tony Daysog, Boardmember, City of Alameda Barbara Kerr, Boardmember, City of Alameda Frank Matarrese, Boardmember, City of Alameda Marie Gilmore, Boardmember, City of Alameda 2. CONSENT CALENDAR 2 -A. Recommendation to approve an amendment to the Bessie Coleman Court Inv. Legally Binding Agreement and Property Lease extending the term from April 30, 2057 to September 30, 2059. There were no speaker slips. Member Gilmore motioned for approval of the Consent Calendar item. The motion was seconded by Member Daysog and passed by the following voice vote: Ayes -5; Noes -0; Abstentions -0. 3. PRESENTATION 3 -A. Presentation/update on Alameda Point Navy Negotiations and Land Use Planning. Stephen Proud, Alameda Point Project manager, provided an update on the conversations and negotiations with the Navy, as well as the land planning process. He noted that a budget update would be provided for the project itself. He displayed a presentation summarizing these activities. Mr. Proud advised that to date, approximately $670,000 had been spent, most of it on the Navy conveyance process. Mr. Proud noted that they had met with the Navy on July 21, 2004. Mr. Proud noted that they found that some of the infrastructure numbers were higher than they originally anticipated. Mr. Proud advised that they held an in -depth discussion on the environmental process, particularly the CERCLA process. 1 G: \Comdev\Base Reuse& Redevp\ARRA\MINUTES\2004\8 -4 -04 Regular.ARRA minutes.doc Member Daysog noted that the City submitted a business proposal stating the number of homes, and that the proposal was not consistent with another document that stated that there would be more homes. He inquired whether that was an issue at this point. Mr. Proud noted that was an impetus in re- engaging the Navy in the conversation. Mr. Proud advised that another meeting with the Navy was scheduled for August 11 in San Diego In response to Member Gilmore's inquiry, Mr. Proud confirmed that the Navy and City will have come to consensus on the land value based on the assumptions built into the economic model. Mr. Proud noted that with respect to land planning, they held weekly meetings with Roma to familiarize with the concepts, to work through the constraints, and to consider some land uses based on some of the information they have received from the Navy. They will also meet with the APAC and ARRA Board after each workshop to discuss the feedback from the community, and what that may mean for future workshops. Mr. Proud noted that they were preparing a self - guided tour that featured selected highlights. The first workshop will be held August 28, 2004. Andrew Thomas, Alameda Planning Department, noted that the transportation effort would also be addressed during the one -year effort, wherein the transportation information would be integrated into these workshops. Mr. Thomas advised that the PDC would be further explained in discussions, facilitated by staff and consultants. 4. REGULAR AGENDA ITEMS small working group 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. No speaker slips were submitted. Member Kerr motioned for approval of a contract amendment with Northgate Environmental for environmental consulting services at Alameda Point for FY 2004 -05 in the amount of $200,000. The motion was seconded by Member Matarrese and passed by the following voice vote: Ayes -5; Noes -0; Abstentions -0. 5. ORAL REPORTS 5 -A. Oral report from APAC. Chair Lee Perez reported that they had worked very hard with Mr. Thomas and City staff so that they could be most helpful in terms of their experience and in disseminating the information. G: \Comdev\Base Reuse& Redevp\ARRA\MINUTES\2004 \8 -4.04 Regular.ARRA minutes.doc 5 -B. Oral report from Member Matarrese, RAB representative. Member Matarrese advised that the meeting would be held on August 5, and that he planned to attend. 5 -C. Oral report from the Executive Director (non - discussion items). There was no oral report from the Executive Director. 6. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no oral communications. 7. COMMUNICATIONS FROM THE GOVERNING BODY Vice Mayor Daysog appreciated the East Housing Report, and requested an off - agenda status report on the Least Tern refuge being shaped differently by the different agencies involved. In response to Member Kerr's question regarding the Predator Management Agreement, Debbie Potter advised that it was originally meant to be a three -party agreement between the Navy, the City and U.S. Fish & Wildlife. In response to Mayor Johnson's question, Ms. Potter confirmed that the City would be part of that negotiation because the land would be conveyed to the City. 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: The Mayor announced that the ARRA met in closed session and obtained a briefing from its Real Property Negotiators on the status of negotiations with the Navy. 9. ADJOURNMENT Mayor Johnson adjourned the open session meeting at 6:36 p.m. Respectfully submitted, Ir a Fran ARRA Secretary 3 G: \Comdev \Base Reuse& Redevp\ARRA\MINUTES\2004\8 -4 -04 Regular.ARRA minutes.doc APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, September 1, 2004 The meeting convened at 5:53 p.m. with Mayor Johnson presiding. 1. ROLL CALL Present: Beverly Johnson, Mayor, City of Alameda Tony Daysog, Boardmember, City of Alameda (Member Daysog arrived at pm.) Frank Matarrese, Boardmember, City of Alameda Marie Gilmore, Boardmember, City of Alameda Absent: Barbara Kerr, Boardmember, City of Alameda 2. CONSENT CALENDAR 2 -A. Recommendation to approve a 20 -year lease agreement with Nelson's Marine for Building 167. Terence Cox, attorney representing four Bay Area boatyards presented an exhibit describing the proposed five year increases and the dollar totals. He did not believe that the rental rate of one - fifth of what other boatyards were paying was fair to the competition or the taxpayers in terms of losing a potential $34 million of revenue. Paul Benoit noted that the ARRA contracts with PM Realty to manage the day -to -day leasing activities at Alameda Point. David Jaber, PM Realty and Mike Dunn, who was hired with the approval of Nelson Marine, performed a market rent survey, which consisted of examining industrial properties and comps around the Bay Area. Mr. Jaber advised that when the appraisal was concluded, they met with Nelson Marine and negotiated the final terms of the lease. Member Matarrese inquired whether the $34 million figure was a valid number, and suggested that the item be continued until the validity of those numbers could be tested. He suggested bringing the item back to the Board in one month. Member Gilmore agreed with Member Matarrese's suggestion, and believed that more information on those issues would be a crucial factor in their decision. Member Matarrese would like the in -town comps to be weighted more heavily in relation to the out -of- town comps. He did not have any problem with all of Alameda's boatyards having a competitive advantage over other cities, especially if the percentage of revenues were to be factored in. Member Matarrese motioned to continue this item to the next meeting for consideration by the full ARRA Board. The motion was seconded by Member Gilmore and passed by the following voice vote: Ayes -3; Noes -0; Abstentions -0; Absent -2. 1 G: \Comdev\13ase Reuse& Redevp \ARRA \MINIITESQ004 \9 -1 -04 Re„u1m'.ARR.\ minutes doe 2 -B. Recommendation to approve a five -year lease, with a possible 3(5 -year) options, with Nelson Marine for 400 linear feet of Pier 1. Member Matarrese motioned to continue this item to the next meeting for consideration by the full ARRA Board. The motion was seconded by Member Gilmore and passed by the following voice vote: Ayes -3; Noes -0; Abstentions -0; Absent -2. 2 -C. Recommendation to authorize the Executive Director to direct P.M. Realty, acting as property manager, to enter into a contract with Urban Waterproofing Inc. to waterproof City Hall West (Building One) in an amount not to exceed $547,541. This item was withdrawn. 3. PRESENTATION 3 -A. Presentation/update on Alameda Point Navy Negotiations and Land Use Planning. Stephen Proud, Alameda Point Project manager, provided an update on the conversations and negotiations with the Navy, as well as the land planning process. He noted that they had been working with the Navy to develop a "Base Case" Land Use Plan, to determine the possibilities from a land planning perspective, given the existing constraints of the property. There was discussion about historic preservation. Mr. Proud displayed a slide outlining the key land use planning activities, and noted that they met weekly with ROMA and the technical consultants. Mayor Johnson advised that she received very positive feedback from some Planning Board members. Mr. Proud noted that the first community workshop was well - attended, and noted that Member Kerr had also attended. He estimated that over 60 members of the public were at the workshop, in addition to staff and consultants. Mayor Johnson advised that there was a good turnout, consisting mainly of people already focused on the Base. She would like to see more general community attendance, and suggested that a more central location may be a way to attract them. Mr. Proud noted that they were working on a time /location combination to capture a greater cross - section of the community. 4. REGULAR AGENDA ITEMS There were none. 5. ORAL REPORTS 5 -A. Oral report from APAC. 2 G: \Comdev \Base Reuse& Redevp\ARRA\MINUTES\2004 \9 -1 -04 Regular.ARRA minutes.doc Mayor Johnson echoed Mr. Proud's compliments of the APAC in the workshop, and noted that the feedback she had received was very appreciative. Chair Lee Perez thanked Mr. Proud for a thorough report, and complimented ROMA and staff on their presentations. 5 -B. Oral report from Member Matarrese, RAB representative. Member Matarrese advised that he had attended the August 5 meeting, and that another meeting would be held on September 2. He noted that there was a presentation by the engineers at Catellus for the stou,i water system that removed storm water from the development and reintroduced it through the treatment process into the Estuary. He noted that there was a report on BCT activities, as well as community comments on public notification, particularly in multiple languages. 5 -C. Oral report from the Executive Director (non- discussion items). There was no oral report from the Executive Director. He noted that there would be no closed session at this meeting. 6. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no oral communications. 7. COMMUNICATIONS FROM THE GOVERNING BODY 8. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: Mayor Johnson announced that the closed session would be postponed. 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 Mayor Johnson adjourned the open session meeting at 6:45 p.m. Respectfully submitted, Franke ARRA Secretary 3 G: \Comdev \Base Reuse& Redevp\ARRA \MINUCES\2004 \9 -1 -04 Regular.ARRA minutes.doc APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, October 6, 2004 The meeting convened at 5:50 p.m. with Mayor Johnson presiding. 1. ROLL CALL Present: Beverly Johnson, Mayor, City of Alameda Tony Daysog, Boardmember, City of Alameda Barbara Kerr, Boardmember, City of Alameda Frank Matarrese, Boardmember, City of Alameda Marie Gilmore, Boardmember, City of Alameda Absent: None. 2. CONSENT CALENDAR There were none. 3. PRESENTATION 3 -A. Presentation/update on Alameda Point Navy Negotiations and Land Use Planning. Stephen Proud, Alameda Point Project manager, provided an update on the conversations and negotiations with the Navy, as well as the land planning process. He provided an update of the budget and noted that year -to -date, only 26% of the budget has been spent. There was an executive group meeting with the Navy on 9/21 with the general ARRA/Navy meeting on 9/22. Also in September, Mr. Proud met with the new Navy Historic Preservation staff, and discussed possible approaches for the Reuse /Redevelopment of the Historic District. Mr. Proud presented the draft "Base Case" Land Use Plan for Alameda Point to the Board. Vice Mayor Daysog inquired about the retail assumptions for that District. Mr. Proud replied that they had discussed the retail program for the City as a whole, and noted that it was best that they tie into that effort. No specifics regarding the type of retail had been identified. The next Navy /ARRA meeting would be held on October 13. The expected time frame of a DDA may be approximately 18 months from June 2005. In response to an inquiry by Vice Mayor Daysog regarding future market analysis, Mr. Proud replied that noted that the current market did not support the large amount of nonresidential space. 1 G: \Comdev\Base Reuse& Redevp\ARRA\MINUTES\2004U0 -06-04 Regular.ARRA minutes.doc Member Matarrese would like to see an overlay reflecting the actual condition of the site, and did not believe the Navy would clean the site up beyond a level appropriate for industrial use. He believed some creative land uses would be called off because of that limitation. Mayor Johnson noted that the Navy's valuation of the land was an important economic consideration. Mr. Proud believed that the Navy's intent may be to achieve a commercial /industrial standard. Member Kerr emphasized that land that is not ready for residential use should not be valued as such. There was discussion regarding leasing and tenants, ARRA Board should be apprised when long- leases were signed and/or renewed, and that any new leases would impact the City's ability to redevelop. Mr. Proud advised that would be included in the report. Mr. Proud noted that they continued to hold weekly meetings with ROMA, and that the second community workshop would be held on Thursday, December 2, 2004, at the Mastick Senior Center. Members expressed concern that the last community meeting did not attract very many new attendees and believed that much of the community was not engaged in Alameda Point's development. Offered suggestions for more public outreach. 4. REGULAR AGENDA ITEMS There were none. 5. ORAL REPORTS 5 -A. Oral report from APAC. Chair Lee Perez noted that much of the preceding discussion echoed what the APAC had been involved in regarding workshop publicity, and agreed with the comments that there should be more hands -on involvement for the community. The committee has redoubled its efforts in its community outreach. They were fine - tuning what they saw at the last townhall meeting, and expected to present a report soon. Mayor Johnson complimented Mr. Perez on the quality of the last workshop, and noted that it was very informative. Mr. Perez was very appreciative of staff's contributions to the process. He understood the community's confusion in trying to navigate around the Base. 5 -B. Oral report from Member Matarrese, RAB representative. 2 G: \Comdev \Base Reuse& Redevp \ARRA\MINUTES\2004 \10 -06 -04 Regular.ARRA minutes.doc Member Matarrese noted that Dr. Serta had expressed concern about L the [hazardous] levels around the Coast Guard site, and that two feet of soil was being removed. He suggested that Mr. Proud give a quarterly summary before the RAB discussing the City's Base negotiations. The next meeting would be held on October 7, 2004. 5 -C. Oral report from the Executive Director (non- discussion items).' There was no oral report from the Executive Director. 6. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no oral communications. 7. COMMUNICATIONS FROM THE GOVERNING BODY Member Kerr noted that she gave a report on the first ABAG meeting before City Council the previous evening, and that she attended the meeting on Port Security. Mayor Johnson advised that she had been contacted by Susan McDonough, a reporter for the Oakland Tribune, regarding an article about Oakland's plans to put a casino on Doolittle Drive at Swann and Pardee. Carole Korade advised that she had very little information on the matter, and noted that the City of Oakland had worked on this 35 -acre deal for many months. She noted that staff had not been given any advance information. Member Kerr expressed strong concern about the traffic and crime impacts on Alameda. 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 Mayor Johnson adjourned the open session meeting at 7:39 p.m. Respectfully submitted, Franke ARRA Secretary 3 G: \Comdev\Base Reuse& Redevp \ARRA\MINUTES\2004 \10 -06 -04 Regular.ARRA minutes.doe Pas MMQ Presentation to the A 0 o? fa, cp 8 '-c: a) '� Q 0 v• v)zs �p 4.4 4 ,, 1 c.,, ,i, _,... 0 •,-,-4, ct Q (1) Ag . 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O 00 O O o 0 U , U �0 0 w .^ � � ..1 0 0 • 0 a o il • • • Finalized a Draft Tidelands Trust Exchange Agreement #2 Community ■ December 2, 2004 - Mastick Senior Center 4° N c4 E LA 4-a CI 0 ,L, ti) ct •PN. r=4 COI lae - . P CO 74 gt. - •O - O 'T O ... "� H � O r - 44 • il O WO ii .1.4 .� cin 'i"' ▪ •Om- y P.4 H = A .Omit PC 0 ru4 N M L -c..,.5 t A., O c) o o�� •ti Z, .too N CA • • • • at: • • CCU a Transportation Strategies cel w� C romot C H O 0 0 O E4 E , O g U E N 0 c9 C CD • Cn 0 at rin o � Hw p4 4) 0 a� 0 ji POW V4%i c o � � o 04 t6, O ~4:4 ' O ©U CC3 t., U 0 U ef-4 0 U C14 °I t C9 a o o Alameda Reuse and Redevelopment Authority Interoffice Memorandum November 8, 2004 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: James M. Flint Executive Director 4 -A SUBJ: Recommendation from the Executive Director that the ARRA Governing Body Authorize the Executive Director to Enter into a $137,000 Contract Amendment with Economic & Planning Systems, Inc. (EPS) for Negotiation Support at Alameda Point Background In February, 2004, staff requested that Economic and Planning Systems, Inc. (EPS) prepare a scope of services to assist the ARRA in discussions with the United States Navy to facilitate the transfer of Alameda Point in connection with the master plan area as developed by APCP and the Northwest Territory and more specifically, to assist ARRA in updating the business plan prepared in support of the 1997 EDC. Under a previous contract with the City in the late 1990's, EPS assisted the City in developing its Community Reuse Plan and ',Economic Development Conveyance (EDC) Application necessary for the transfer of NAS Alameda, including a detailed Business Plan for redevelopment of the site. Due to changes in conditions for redevelopment (e.g., economic downturn /market conditions, infrastructure requirements, predevelopment costs, etc.) as well as the update to the City's General Plan for Alameda Point, the EDC business plan needed to be updated to reflect 2004 conditions. Since EPS was already familiar with the original submittal to the Navy, staff recommended and the ARRA Board approved a contract for $147,000 in March 2004 with EPS to assist the ARRA in future negotiations regarding !,possible amendments or modifications to the business plan and EDC that may be necessary for conveyance and redevelopment of Alameda Point. Discussion Under the terms of the existing contract, EPS developed a financial model based on the latest financial information to facilitate discussions with the Navy regarding the conveyance of Alameda Point. This financial model serves as a basis for preparing summary materials for the Navy and for testing the sensitivity of project economics to changes to key assumptions. Development of the model has involved extensive meetings with city staff, Alameda Point Community Partners (APCP) the selected master developer for Alameda Point, Navy staff, and the Navy consultant team, which includes Unisys and Standard & Poors. Due to the work effort involved to develop a common understanding of the structure of the model and the underlying assumptions associated with the project, the original contract amount has been expended. Honorable Chair and Members of the November 8, 2004 Alameda Reuse and Redevelopment Authority Pg. 2 of 2 To complete the negotiations with the Navy for Alameda Point, additional economic analysis support is needed from EPS, as set forth in Attachment A — Scope of Work. This will include participation in meetings with the Navy and the Navy consultant team and meetings with staff to develop a strategy for the conveyance of Alameda Point. In addition, EPS will further refine the economic model to reflect the ongoing discussions with the Navy and the Preliminary Development Concept planning that is currently underway. Additionally, EPS will conduct economic sensitivity analysis to test the effect of changes to the underlying assumptions that have been developed to date. EPS will provide the ongoing negotiation and support services to the ARRA on a time and materials basis for a cost not -to- exceed $137,000. Fiscal Impact The contract amendment with EPS, in the amount of $137,000, will be funded by the Alameda Point Refunding Bond 2003 (for Predevelopment). Therefore, there is no fiscal impact to the General Fund. Recommendation It is recommended that the ARRA Governing Body authorize the Executive Director to enter into the attached contract amendment with EPS in an amount not to exceed $137,000. Res • ectfully submitted, By: Stephen Proud Alameda Point Project Manager JF /PB /SP /IF:dc AMENDMENT TO AGREEMENT This Amendment of the Agreement, entered into this _ day of November 2004, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint Powers Authority, (hereinafter referred to as "ARRA") and Economic and Planning Systems, Inc., a California corporation, whose address is 2501 Ninth Street, Suite 200, Berkeley, CA 94710 (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. On March 17, 2004 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 2 ( "Services to be Performed ") of the Agreement is modified to read as follows: "Consultant shall perform each and every services set forth in Exhibits "A" and "A -1" which are attached hereto and incorporated herein by this reference." 2. 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 $147,000.00 as set forth in Exhibit "B ", and in the amount not to exceed $137,000.00 as set forth in Exhibit `B -1" which are attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the ARRA, to be taken from the Alameda Point Refunding Bond 2003." 3. 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. CONSULTANT Economic and Planning Systems, Inc. By: \, s-er Title: G Ifr aok-. PVC- vP\ Cj' t ALAMEDA REUSE & REDEVELOPMENT AUTHORITY Economic and Planning Systems, Inc. November 2004 Page I RECOMMENDED FOR APPROVAL: Paul Beno t Assistant City Manager Stephen A. Proud Point Project Manager APPROVED AS TO FORM: Teresa Highsmith Assistant City Attorney Economic and Planning Sysienu, Inc. November 2004 Page 2 October 27, 2004 Exhibit "A -1" SCOPE OF WORK FOR NEGOTIATION SUPPORT FOR ALAMEDA NAVAL AIR STATION REDEVELOPMENT The City of Alameda has retained Economic & Planning Systems (EPS) to provide support to the City in negotiations with the United States Navy to facilitate', the transfer of the Alameda Naval Air Station (NAS) including the Alameda Point Community Partners (APCP) master plan area and the Northwest Territory. Under separate contract with the City in the late 1990s, EPS helped develop the NAS Reuse Plan and Economic Development Conveyance (EDC) Application required to facilitate the transfer of NAS, including a detailed Business Plan for redevelopment of the site. Due to changes in conditions for redevelopment (i.e., infrastructure requirements, market conditions, etc.), the EDC Business Plan and Application may need to be updated before transfer can occur. The potential amendment to the EDC Application is the subject of current discussions between the City and Navy. EPS proposes the following Scope of Work in assisting the City with ongoing Navy negotiations. SCOPE OF WORK TASK 1: ONGOING NEGOTIATION SUPPORT As directed by the City, EPS will participate in meetings with the City and Navy, as appropriate, and provide ongoing analytical and strategic support to the City of Alameda in negotiations with the Navy regarding the possible amendment of the original EDC Application and the terms and conditions of a transfer of NAS to the City. In conjunction with the City, the City's other consultants, and APCP, EPS will explore the financial implications of potential changes to the current APCP development proposal to inform discussions with the Navy, based on the financial model developed under our original contract. The sensitivity of the project economics to changes in underlying assumptions will include, but not limited to, potential changes to market values, absorption rates, phasing, intensification and modification of land uses, fiscal mitigation, alternative financing mechanisms, public improvements, and infrastructure requirements and costs. As necessary, EPS will also provide support to the City in negotiating the transfer of the Northwest Territory. BUDGET ESTIMATE The EPS budget estimate for Task 1 is outlined in Table 1. The duration and intensity of the ongoing negotiation with the Navy is difficult to predict. As a result, we typically conduct negotiation support on a time and materials basis. For purposes of this Scope of Work, it is assumed that EPS will provide additional support for negotiations, as outlined in Task 1, on a time and materials basis with a total not -to- exceed budget of $137,000. Charges for consultant time are based on the amount of time actually spent, billed at standard hourly rates, plus reimbursement of out of pocket expenses without markup. Invoices are submitted monthly and payable upon receipt. Exhibit "B -1" iudget for Negotiation Support for Alameda NAS Redevelopment Task/ EPS Staff Staff Cost Direct Total Description Musbach Ott Harris Prod.Staff Subtotal Costs Budget "ask 1: Ongoing Negotiation Support TIME & MATERIALS (1) $134,000 $3,000 $137,000 TOTAL HOURS 0 0 0 0 Billing Rates $235 $155 $80 $60 TOTAL. PROJECT COSTS $134,000 $3,000 $137,000 (1) Assumes a not -to- exceed total budget of $137,000. Economic & Planning Systems, Inc. 10/27/2004 CONSULTANT AGREEMENT THIS AGREEMENT, entered into this 17th day of March 2004, by and between the ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint Powers Authority, (hereinafter referred to as "ARRA "), and Economic and Planning Systems, Inc., a California corporation, whose address is 2501 Ninth Street, Suite 200, Berkeley, CA 94710 (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. ARRA is a Joint Powers Authority established by the City of Alameda and the Community Improvement Commission under the California Joint Exercise of Powers Act and a public entity lawfully created and existing under the State', of California with the power to carry on its business as it is now being conducted. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses 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 negotiation support services for the Alameda Point reuse and redevelopment project upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the 17th day of March 2004, and shall terminate on the 16`" day of March 2005, 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 set forth in Exhibit "B" which is attached hereto and incorporated herein by, this reference. Payment shall be made by checks drawn on the treasury of the ARRA, to be taken from the Alameda Point Refunding Bond 2003. 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 the ARRA nor have any contractual relationship with ARRA. 6. INDEPENDENT PARTIES: ARRA and Consultant intend that the relationship between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by ARRA to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from ARRA to Consultant, its employees 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 any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold ARRA harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON - DISCRIMINATION: Consistent with ARRA's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a ARRA employee, or a citizen by Consultant or Consultant's employee or subcontractor 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. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Consultant shall indemnify, defend, and hold harmless ARRA, its Board, officials, employees, and volunteers ( "Indemnitees ") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ( "Claims "), arising from or in any manner connected to Consultant's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege negligence on behalf of the Consultant, Consultant shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Consultant. However, Consultant shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence or willful misconduct of Indemnitees. As to Claims for professional liability only, Consultant' s obligation to defend Indemnitees (as set forth above) is limited to the extent to which its professional liability insurance policy will provide such defense costs. 10. INSURANCE: On or before the commencement of the term 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 9A, B, C, D and E. 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 the ARRA 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 automotive 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 he /she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her 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. C. FAILURE TO SECURE: If Consultant 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 Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant 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. D. ADDITIONAL INSURED: ARRA, its Board, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. 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. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by ARRA are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant 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. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of ARRA. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from ARRA under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to ARRA by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from ARRA is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional 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 his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a ARRA Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of ARRA. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to ARRA the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of ARRA, and all publication rights are reserved to ARRA. B. All Reports prepared by Consultant may be used by ARRA in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other ARRA projects as appropriate. C. Consultant shall, at such time and in such form as ARRA may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement;, shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or 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. 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 the 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. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to ARRA shall be addressed to ARRA at: Development Services Department 950 W. Mall Square, 2nd Floor Alameda CA 94501 Attention: Alameda Point Project Manager All notices, demands, requests, or approvals from ARRA to Consultant shall be addressed to Consultant at: EPS 2501 Ninth Street, Suite 200 Berkeley, CA 94710 -2525 Attention: Jim Musbach 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Consultant from ARRA of written notice of default, specifying the nature of such default and the steps necessary to cure such default, ARRA may terminate the Agreement forthwith by giving to the Consultant written notice thereof. ARRA shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by ARRA. 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California. 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from ARRA to do otherwise. 22. WAIVER: A waiver by ARRA of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 23. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both ARRA and Consultant. 24. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 25. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. CONSULTANT Economic Planning & Systems By Title M G&V\Gj By Title Alameda Reuse & Redevelopment Authority RECOMMENDED FOR APPROVAL: By K y v Title 13454_ alin,tt, ' 12,‘ALAJ., iReev. APPROVED AS TO FORM: City Attorney By Title: ssistant City Attorney C: \Documents and Settings \EPS08 \Local Settings \Temporary Internet Files\ OLK167 \EPS.ConsultantAgree_031604.doc ATTACHMENT A SCOPE OF WORK FOR NEGOTIATION SUPPORT FOR ALAMEDA NAVAL AIR STATION REDEVELOPMENT The City of Alameda has retained Economic & Planning Systems (EPS) to provide support to the City in discussions with the United States Navy to facilitate the transfer of the Alameda Naval Air Station (NAS) including the Alameda Point Community Partners (APCP) master plan area and the Northwest Territory. Under separate contract with the City in the late 1990s, EPS helped develop the NAS Reuse Plan and Economic Development Conveyance (EDC) Application required to facilitate the transfer of NAS, including a detailed Business Plan for redevelopment of the site. Due to changes in conditions for redevelopment (i.e., infrastructure requirements, market conditions, etc.), the EDC Business Plan and Application may need to be updated before transfer can occur. The potential amendment to the EDC Application.is the subject of current discussions between the City and Navy. EPS proposes the following Scope of Work in assisting the City with ongoing Navy negotiations. SCOPE OF WORK TASK 1: FINANCIAL MODEL DEVELOPMENT EPS will develop a financial model to serve as the basis for negotiations with the Navy. The model will reflect the current APCP development program, drawing from a hard copy of the latest financial model developed by Keyser Marston Associates (KMA), and ongoing discussions with APCP. The financial model will serve as a basis for preparing summary materials for the Navy and for testing the sensitivity of project economics to changes to key assumptions. TASK 2: PREPARATION FOR NAVY WORKSHOP EPS will work closely with the City negotiation team to discuss strategies for developing the format and content of the workshop to be held with the Navy including attendance at team meetings. EPS will also help prepare presentation materials summarizing the current APCP development proposal for redevelopment of NAS including a summary of overall project economics and underlying market, financial, and infrastructure cost assumptions. In addition, EPS will explain differences between the current APCP development proposal and the land use and business plan assumed in the original EDC Application including changes to infrastructure requirements, associated costs, and current market conditions. In conjunction with the City, EPS will also summarize to the Navy the current status of plans for the Northwest Territory. 1 C:\DOCUME-11cdd_user\LOCALS-1\Temp\GWViewer\14012wr4.doc TASK 3: BASE REUSE CASE STUDIES As part of this task, EPS will conduct case studies of four recently completed or potential transfers of closed military bases from the Unites States Armed Forces to local redevelopment authorities, with a focus on transfers which included or will include a negotiated sale of the Navy's land to a developer or local jurisdiction (e.g., Tustin Marine Corp Air Station, El Toro Marine Corp Air Station). The data collected for each of the case studies will include competitive advantages and disadvantages of the site (i.e., infrastructure requirements, transportation accessibility, topography, extent of environmental remediation, market conditions, regulatory constraints), and the process and teLnls of the transfer. I be compared a ed to the conditions conditions of the of the and the terms of transfer will p Alameda NAS. TASK 4: ONGOING NEGOTIATION SUPPORT As directed by the City, EPS will participate in meetings with the City and Navy, as appropriate, and provide ongoing analytical and strategic support to the City of Alameda in negotiations on and the terms s and conditions ofsa transfer of NAS to the City. original EDC Application In conjunction with the City, the City's other consultants, and APCP, EPS will explore the financial implications of potential changes to the current APCP development proposal to inform discussions with the Navy, based on the financial model developed in Task 1. The sensitivity of the project economics to changes in underlying assumptions will include, but not limited to, potential changes to market values, absorption rates, phasing, intensification and modification of land uses, fiscal mitigation, alternative financing mechanisms, public improvements, and infrastructure requirements and costs. As necessary, EPS will also provide support to the City in negotiating the transfer of the Northwest Territory. BUDGET ESTIMATE The EPS budget estimate it for an complete le e Tasks 1 through 3 of the proposed Scope of in Table 1. EPS estimates Work for a total budget amount of $37,000. This budget estimate covers all costs and materials associated with Tasks 1 through 3, described in the above Scope of Work. The duration and intensity of the ongoing negotiation with the Navy is difficult to predict. As a result, we typically conduct negotiation support on a time and materials basis. For purposes of this Scope of Work, it is assumed that EPS will provide additional support for negotiations, as outlined in Task 4, on a time and materials basis with a total not -to- exceed budget of $110,000. The total EPS not -to- exceed budget for Tasks 1 through 4 is $147,000. Charges for consultant time are based on the amount of time actually spent, billed at standard hourly rates, plus reimbursement of out of pocket expenses without markup. Invoices are submitted monthly and payable upon receipt. 2 C:\DOCUME1 \cdd_user \LOCALS -1 \Temp \GWVicwer \14012wp4.6c E 0) cf) z E (0 1. 0 cs) a) CO 0 a) a -0 X 11 c() 0 i5 0 (7) -ci 2 0. U) 3- 3- 0 = 0) (f) (.) 2 0 0 01 0) co 10 0 CT) CO 0 CO C ts: 10 C,) 0 0 0 • co n - co f Eta Eft 0 0 111) 1.0 (0 0 0) C 1.6 T- 64 Eft CO CO COI 0 C•1 0 0 co Task 1: Financial Model Development 0. 0 0 > z 0 0 0 :4= 0 0. 0) a 0 Task 3: Base Reuse Case Studies Subtotal Tasks 1 through 3 0 0 0 C) Er} TIME & MATERIALS (1) Task 4: Ongoing Negotiation Support 10 C CO 64 CO 0 0 \ EF▪ )- 0 10 co TOTAL HOURS TOTAL PROJECT COSTS g:1 1149Gf1 d 114012 pb u d 2.x1 s ACORD.. CERTIFICATE OF LIABIL TY INSURANCE PRODUCER LIC #0649666 ranner Insurance Brokers, Inc. Willow Road, Ste 250 Pleasanton, CA 94588 1- 925 -463 -9672 DATE (MMIDOIYY) 06/11/04 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 Economic & Planning Systems 1750 Creekside Oaks, Suite 290 Sacramento, CA 95833 INSURER A: Golden Eagle Insurance INSURER 8: Republic Indemnity Insurance Company INSURER C: Houston Casualty Company 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 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 YULIL.IGJ. 1TR A AUVrSCUn.._ �...,.., ... .....v.......,.. E TYPE OF INSURANCE ... ..._ •.•.___ ___ _. _.._ POLICY NUMBER CBP9578350 _.. POLICY EFFECTIVE DATE IMM@ DTYY) 04/01/04 POLICY EXPIRATION IDM' OATF fMMD) 04/01/05 LIMITS EACH OCCURRENCE $ 1,000,000 GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (My one fire) $ 100,000 MED EXP (Any one person) $ 5,000 CLAIMS IM ADE X OCCUR PERSONAL &ADVINJURY $Excluded X Contractual Liability GENERAL AGGREGATE s 2,000,000 PRODUCTS - COMP /OP AGG $ 2,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PE° PER LOC A AUTOMOBILELIABILITY - - _ X X ,... .. ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS CBP9578350 04/01/04 04/01/05 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ — GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ EA ACC S OTHER THAN AUTO ONLY AGG S EACH OCCURRENCE $ EXCESS LIABILITY OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ 16150801 04/01/04 04/01/05 X TOkYLIAITS FR B WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY E . EACH ACCIDENT $ 1,000,000 E.L.DISEASE -EA EMPLOYEE $ 1,000,000 E . DISEASE - POLICY LIMIT $ 1, 000, 000 OTHER C Professional Liability C Advertising /Personal Inju H70413259 H70413259 06 07 04 % / 06/07/04 06/07/05 06/07/05 Annual Aggregate 1,000,000 Annual Aggregate 1,000,000 DESCRIPTION OF OPERATIONS1LOCATIONSNEHICLEB !EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Certificate Bolder is additional insured per the attached endorsement ac respects: Form Fi C i Negotiation Support for Alameda NAS Redevolpment; EPS #14012 Approved as to o CuQ (.4Q CERTIFICATE HOLDER City of Alameda Development Services Lcretia Akil -50 W. Mall Square, Room 215 ADDITIONAL INSURED; INSURER LETTER Alameda, CA 94501 USA CANCELLATION CITY ATTORNEY SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 6AS}ZX>i( ' *MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EKIX M 0 SHALL X=44:ffiglet=KAULXXXXXXXX3CXXXXXXXXXXXXXXX XXXXXXXXXXRXXXXXXX AUTHORIZED REPRESENTATIVE ✓-.- ; ACORD 25 -S (7/97) CCrow 1876774 Powered BYCerfifiCatesNowW 0 ACORD CORPORATION 1988 CO MERCYAL:tEABtU Y"GOLD ENDORSEMENT THI ENDORSEMENT CHANGES TNE: POLICY, PLEASE IT :CAREEULU , Thr tICIorsemen rriOdifieSirsurarlo piOidet tr ider:th io loWir y GO MMERC'IALC;ENERAL'.L,l'AEiiUTY CGVEitAGEPART:: :5ECTIciv 1- .COVERAG:tS: COVERAGE A A*DILY. IN:it.W ANC:PRpPERiY ;l AI1f64GE:1cIAi8tG.i'I1' 2, : ExdILIsitMns. flop - - ,?j rs , crat�icca v�„a�'thr fralla�t rrig,, :2 ;9. a . watercraft you rho lOt own that•r3 a,) 'h) I4tot`tteing u &ed 10 :car'ry •!!rgfrt 't :tor i charge,, b) An aircraft in vlhlc`k`:you tltive"r0 owt rid that,you ~FIVE h crew. th(3, last paragrrrir'li .(2.,. °.Exclusic ns is r'eplaced'weiti t r futlov inp: Exclusions.c::throuciil n. co•aiot iapplyl. 10 ciaroacte liy: fire, •,sprinkler:.leak;age, tiOntriing Io 1x:Qinises wniio'rontea 10.:you. twnporarli, .occupiett:by you ,with the perrriisaion of 11.-k. owner,. Or marragad :by ,.'you..undr r a wii1tan 431 ruerl belt wvith (he owner. sepa r icy limn of iri urur�t pphc . {u this coverage ,as d,;Sciibod.in ". Seatirin "Iii tJ itits:caf•insuranee: SECTION I'COVERAGES G't gr:2AGg:8 P..ERSONAL ANN ADvattliGING [NJ WRY. LIADi reY 1r Peisundil O}ury.1.irbilrty.•or:Parsonal anc Acfuart„5 n :info r "...Lib- Wa i `t ravonv 16 i t'ourrted'by.this. f?LatiIW. tiir fO7fawirr is cliarry : t`tfis it iwuicnc� c�ti : rani. ipFilrfr lca .a::'t� r µl' rid with. fallo�.rarrg; 1) . C usad by:or *t tyre i�irt tics? of tf ire ureit write t1io krtca vicdgt :tl ai arifI t" �,er SonBl and id ertiSin :injury'; . :.l rt5lrty iui c,t t?r Vl` :or 4:ritt it pubttcatiora :r fi material, if cicir e ti9` • b 0he ctiee>,tir�rti cii the in ur1 J v tth knot~ ?i d�c bf its tal5i„ -Ai Brig out Of viral ar iliteri prak5 f rriateri ;l who ;;first • p ati ukhircoi took plat bbf re tT1 :•hogirinirtig of th ;�! ilia a+:j rio tdiiL'. {irKl'iii ?:!l::r lid. tyii.'cisp)tt!lis�ilrai��<,..ul aatiq:n;unii4F:c)Drw,'t ; s;•ul , u1,niicti:rru , aitii Er!ic;i 4.)-Allgirtg:.:opt...of:a:onrnittfel;:get -pohietitte`d' ;at thedir eqtielor:Ea rt 1:6 U fjd fi i it the alfgeriee.pf lhaepntra et :eft•a§reforri er)i; 6) Ail gin cf.f.tft DV-0.113reath afterittbdt,.:::extr. :Idea in yet.tr-advertieraerit; — ti:ifhptied.edritrkf :te:ff ge4 tiOthefg:edr rig 7• •An sing eat ef. the ail urf4:0f:f$/dg...; ftreductg:orgervieft.g.nto :dierifierrvivlfh.,4ny statement. Of . quality orperorrT1nce Mad elf) :you r "aavertigen-tertt";. s) •g) '.Corarriitted by.r u red<whosatusirteggle'ad yettigirig, bre4ddettif4:-,•pahlisitinq'Or Aelotasting, •flowevec.trtis• excIusjon .. does:641:140p y-.1.0 Pere rjraidh !!pe rsona I and:ad 'siei §i rig tnittry'......ortdaill'e:poffaittooft4ffOri.;:ar f)) -.4trirtp ,no it -etc 1'41 iioko rsjri tstct tir-a a 600 ia4:a irn. . „ . . . „. 11 Arisiric:r...out•-•-61 'A-disafitrfiriatiON dtrectt .;:or.•-•irterreatt :related fe;.:140. PASI emlf)16Yrrleht, ernplaymentor..progpeetiv4ethrildOtertt.,..of4hy.:45ergon•oCdlagg-of.o*ortiOfy•Ony insured, or • • , 12) Afigint4 out ff.•!'distrirninatiorey oroi.youveirectbn orNstith your:knowledge .consent; 1.) .Ariaing ;out ,Of • 4.1 iseriroi rtation irecty.orindir.tIy -rel Wed Ito -the:sale; rental, . lease. •or :sub- lease:or progpective.;•safe;-rerttal;:leage-•of•--sub•;10age-of::4nydevelling.,: pertrianehl •ed,ging, • or :prernises..b.yorat,the.direationof rty: irisurod;ior i4) rif 'or...11:1juntilons ovea:or -imporape byvirncII entity: of..doverfirnehtefstede, fav,i,:pe.:statuteip.aca USO:': 1.•!dit;olieriletaiiefr: aECTIQN--1..-.:ppVERAPES tridediCal 2. :Exc4vsjQrm f.. • - . ItiOuded wdik 11.10 :produetoreptate •••• `3110118' hazard howover,- lhe .4x-elusion ,:dooS t ar3ly:.te 3. LirtlitS -provided by this poEy shU be: tlie:ifeatei':aft: b, T.he,4 rhou rif..gliewri titel.ft.401.41400aff.„ covorei.44:.C.:".1Modie„41'.P4Yrrter)t.ig:,prithel'i.a.r.W..not.t,Orttrititiffrtb :dtlfer 6verf if 'that • -:••• --• • ,••: ••••••• •. •• ...• ...• ,...... :dtheilb•giirent,e1140::prini4e. ,". . ••• • •••••. • ••• • •.••• . • • ..• ••......••• z or 7 The:iallowin.oiS:addetf; COVERAGE : Dt Pftpqy NOTIFippqipw ,prpN§4. insuring:Ay reernerit We: Mil pay l.lorodutt-reatl riatificatiore*pariseg!' iecUryeq"by the: withdr-ewol- of your :products, providexl that:: a Sunh withdra,,,,,re1 refNit-eel b000use at a d etormination ip./you.durincithepolipy-.0 that tho:ti..so or ...fX-IrlSbrilPti on: or your .prartuctgleoultl:TOeUli An "lbe.sdily:iniury".or":lpl'opertY .dahiage7;;:-arid: b, ilie'7aradpctieeall.nottifidatiorl::e.:rperiSoF!„arO.:iiftcurreci and reported tor3.1s:06firf.cfltia..palioy::periOe. The:rrzt :we will :pay:fafl'productrell.riatifreetrari..experiOal;:duriogi he:obliprperiPdiS1100;0q(1, S UP pLemGNIARY.PAYMENTS .-OOVERAGES,AAND hem 11'..9110.V.:.:am:re.piaced wiLt b. T i e :.eost-Of bail bonds .'it.-iuired :Pecauseol.abaideitS,or:ltraffid: laW:S.riolationS-.6riSing:.orit of the t,,Pe oi lany:Aiehioto'...to Ojiary•Liability:'.Co‘irprege:apt.SIieS, ;:iNe;:t1O not have. to fyrrii&e.n10:1C .• . • bonds.. o. All :roasonoble.expenses. incurred by:t1-16.:insuro,d at' our 'request to assist as irOte-irivoritigation or defame: of ..tho,ClaiM•:-.Or uIL ricIudinc,ctuaI 1eas-:(.4f earni has up:teS500:-.-1.:dsy littlf.13*J.R6/.0f iirno oFL . • .. from work,. S ECTION II *1H 0 IS. ANINSURED Item :4:rs:ropfaced with: . r:Nny suosicitartes, eclirip.onios, corporations, iirn-ts, or organizations you aoquire: t.,); .lormtturing tite puffriari over .vvIliol-■ you ntainlare a. controlling iniefe.st:of Tooter:than 50V,:, of the ,str.){..or kw! :quolify as .a .Nanted InrutadTh ij you have ty .61 piadirigineuraeo.eiforr:such.entity and " covoragc, ,foritho.ont.ity ia nt otf)ors.vio•s; mor(. .t3poditioully.providod;'und c)..:111e.:entrt:y is lecorporatottor rgartiied. Under-Ariel aws,of the :United;States:.0fArrterioa., 1710ytetii/f)r coyerage.undor:Iltiureyilori tioes.,not:apply to 7bodily darnags...,ll:that Ot,t1.1rte0 :beam .,rou acquired or: forn-Kid .the entity, :.or"personal injury or llar±4etlisinginjury ". arising out - 01:in.afit?..f)..'E.i:C1rtIrnittOd•••.bef.Ore,V.011•Ficcluited .or..torrriadthwentitv: Coo.r04ge:Lmtiartiii.f.4.prOt)iSjon:is::Affijfder.t.:Only.:tant1 tho:cood cf Ui pdiy :perier:1,: of . the: I:frolye:11'2) wtiidkLvrir SECTION 11 •'LIMITS .15t-7;IN SU RAN .earagraOhl:i2.4,s'Arngodoq,14'ir.7.Okidi.#,:: The: General 'Aggregate Lirrirt-bf ioaaUori oned by YkOL.1,1 mated to yap or ,occupied by you with tho;nerrniFpier(a.f ;thel:4Wrie r,,: 1114 lit I mirk!: L':. 'SuOtto thernost we. will pay .unclpr::POYe04a'A.fax bacauS6...pf :'1pr90.0ti(*clatuage41,:ta:1::preinies: by you .:*th. ny oat. rive explosion f:b $011hkler etit.: : barrt age' •Urnit.sprovi(ied jedater-bt: $6oty,o0.0,:ot . Theartpaunroowniwth8;.bectota,t00:: 0 LOTION :IV 011.5‘L g3C-NEMAL:LIACItyTT::cptqop-sori5 •Item 2:sropiaced.wifir: ,DutIos :In The...Event of.Occurrence,OffenSe;Claire.pr:-.SUit.f . „ a. You must-prohiptly 'notify us. You.duty .1.a.promptly.not4y.us-i.etfectiVe.Wilori any Of you r,execiialivo, pAri r1flek,..nitnnil-Tor*;, r 100 Of(ranr.;c:, ktiarri, r Krlowledge of.an '.odourren ce7i. suit :opt irnply oU.:al so Elleve:'sudtv knowledge; ..„ 1) .110W:.WIton andAtvhere:t he "occurfenee".pr.offeneeteol,cpl*e;, . . .2) •Th.e..nerTim. and :add rt.-sti.s.-..ef...any injured uer§eln§.and.witnese,,,.•artid 3) -The 'rialUre:and location of anyirij6r/ oramgaring •outV:tte:`,`OOOurrande'.. otfense, dlnim Or . spit Item Ls: Cz1464-h I surrarice I) b)T hat is Fire, aplotion:or,sptoillkier Leakage irisurance4or prefhises vithi le rented Id you temporarily occupied by yod with permission -of the evyner-,.. Or Managed by you.undoi •written:agreement: With'Lh.e:cikkerier; zit Drytl E. Representations -d. lFyou uninter.rtionalV4ail.tO 4 ny nrezards,.'.0isting at the, inceation'clato of your: polioy„ wo Wilt not.1..iony coverage under this .tkubauses:d(such 1-lowovor,- this. :pfevision doe% ilot6ffect Durrioht to c011e61:addilibnal eierniurn Orexerisoieur tiOntef caneeitatinn or non4AnAvuAl ItOFTYS.::.is.:ibpt6COOf. • Transfer-of Rights Of.Re9overY, Agains -Otherni Us elr.thnaured'hjs'ilcil#:tOlefwvOr. all :or,..pa ft:of ,ppy .payrnern e.havamade..undr til Coverage Rrt,.rnose riOrp are ni 1rr1 ic us ! insurO!niu6t4.16;licithing,etter.•:les'S 16. impair al ern: : At cli-lrl'q01,0-?rst,-..ft.ie.in.sured will t:xj60:::,14it.:,ar ti-arofef:thoS,*.:tigh# L us ind help us onfuico then; .i i,&.1•1,i1(:!-.0...0. 111:117:101f t1-5115ar!ti:!;tiNixelc.1.):11k:1:•.$111e:1*ii I 01*w:44,i:17 b. If till tired bv Wet On !!inSu red ZontrapV: any eintitOf rrnrywrnr hptfnst.zny person ar 9r0;rtizattop- daoaoSai;:.OfpOyrrret#:Wa•:0-i0ice::(0(.inj(4 or defriali§0.0616;cj:::.oef Df your ongOlng operations ::pc *Ore :dOre;undeCttialswr4bn .th-at:parort or . , organization and u dad tri6','preductS,caniptatrrdef');:nraiiori4heierd", Herr/ 10. BC2r17 1, ar610&cf: 10, Cancellation condition 11 we canal this .policy.for. any TeaSori Pther.trian rlonpayrnOnt' of ,orerniern .wc)..Vkiiii mail or dcAivor II:talk:ft notice- of cancellation to trip-first :Named:insured rit Inast.,60 days prior:00 The efforLiive date. of cancellation, '11. Larprestiacatloir If we :adopt: a charige,. in :our ',forrtriS.eriftj11.;.S .Whidi would ,cotfOratt 0:w extra charge, the b roader.:=4,,,Teg X.til11 ppIyto1his pIicy. This.exiOnSidri.is.-effective•eoon.th.O.-approvai of su611,:b reader cove (again Rg:CTI1111,1 •V- rIPXIMITIN.m. TholfrAciwing defihitionr0, ,added :or chat,m047.: 1. Personal and .,ed vertising iejury"..rneans.injury 'inclucli rig etinSeCiuentialThedily injury";":arisi ti ou of or more.of thefollowing,offenses:::bc.,.:d.-ind'e.:;r6:4.splac*$411.111)0fdliokeing:. IA al i cious;pr osecution .or .abuse orprodess: • d. Oral, 'mitten, .televised relectronicativtrarishiittedi u.videotiped ptvrilications • bf:. maieriN 'that slanders ,or ihoIs a persor c organization or , disparages : a perSon!,s orgornzatiOW:s..,gonrirz, products:or'ServiOes; e. wrQti•,rl, 1t vEI eieuronicaily. vary.:;rnatad,.or:viciecitpriod:poblication of rriaterillitat. viola les ..e..perSdn'S tight.'•Of privacy: is.arick;fd hE rnbrasn1:or humIatonrnennz or emotional distress, physical ralt)flitItary los,.ari6ing:ottt.of "Insured corrtraq" Itness,- loss Of rning 'a t.s..c.1.7ongt4:10:: A' contract for..aldOseelerfr,dises:;:,Hd,!ivever, thated !lion :of; theAtintract lOr':aleage..of ierran-iisesf.11-1At 01':Ort.pift",-,'zijic11 kir da:filpg1:1)e ilr, oxvoikIn • •tir sprinkler 1 diikage ko premisas....virtitlej rented to you or 4enipprarity oceisOrad by ycu with ..r:?arrrthIsion.61 .trketh-ewner rtiaria.gt!.d..by.:ypo :end apa wi 14'1114, Ov■Itter..1S, •"in b.ired,00ntra • Lt "Li is-On rninatIorr' widenta et.'ineividiratS7baSed y .0!1' ra0oolbr.... ethnic .-orj4in; rOliEflarr, 22. "Location" moans promises thel',$arririer eonneeting lets; zit:pre mises .*-1.1)$..o,cionnection is interrtioted...only by 'a street; roadway water!voy.or rrittef-wr.iy dfe rtiitro4d• nOtificattOrroXpOlOsee''.:•:mealosA110:st-e*Oriable tifOr1-0 I '.**,1,:*Ottilt.•::Oric.11101tlig. Lutii�j -1'14'44 The.following'Provitioaala-aiiiiaO'iaddedtOlhii:C■644-aijaPait:? „.„... . 'APPITIONAL..i.NspR.pl?fly::.c..ONTRAqT.,.:AF3gEMENT:'QR:?-031,,,ifT . , 1 Rarg unth EflONH-WHO )$•Aht-114Stil3E0',.it',..arihari#6d:to:itiCied.o.-0:$;.i06''irftii-Jr.O'd p0r-soh-ot.:0rgahiZatitift.YithienlOu ird suth p.etgo n acjeeeti"iia:ht: pertni1litat-:a011'peron-.ar::Ot4eniiatioty be adced ab ari ;e udthciriaI rsOred•bii,Yo.ur .00 bpi to thI$ULU iLt ny IL.t tt ;OL.chie r rtuw ona o me Nn1eI surcd nd s an thlonl tptrd ..Y61.4t.. ohgCtog.:op.Oralkirt.porfoitrietilorltiet....porson...ot.,Organi4aliOe.i'.:.,Ot • ...•• •. , ••••• .• • • . • . . b;: Prcmjer orfoIHt1e OWMd .or ntiOttertleilt.,pilds"!..01.0.0.-...yqp.r:.0.0611*.i0I1. jpi.:11')01.:p6c60eit#'•tifg061;zatiOrr " ••- . : „. •., • . . . • "' . . Viiitti 13,0O1 . Lo endorti*le!nt.,ar.ld oteiiiiisot•36i fbOitieg*lid8.. . „ . • 2, This' eridOtsar.fieritardiikeiott:A; a. braes:s thia.w.tittpn coiotra.0 9r.-0.0rOPTOr.0::hog:::901ft:eXecute4,Jar' darnage'!•::Cir)t'pororial to4':.adV•artiO) Injer..- b To -"bodily I IVA ry7;or l':'properly.danleci,67';Occartiiv:atte.r,:, (1.) Ali:.wori€:-•tntlyarog rpolorials,:peqs...ot;ti<411iptetabk io •••iititc vtiOrk; ,the ptOkipt,:(oth et than -.4r..ifiCa;;niairitijianeli.r:i4pOir-0.).tdtie,,-abilorehet,i the (2) :dati-jagOA*i*Oti• :interklad usdby:aelyfipersor“'It orgarlitaticim:ottipf:thari...anoti6i:COrlfraCtor or ubcon1rathr :ancle.,ciOd ri pottortrilihg yoportitiOr1/24.4 tar .plie-lipiilItt•itipatl..tif. . . . c. :any.::pra.festitonal 1).44 .iotIiriitettt. any proTessuriil taCtU re ring:.or survyrn g:4-ar citCepttidi't.at; (1). ji)6:•0repOr=1§,a•OprOi..loQi=ar..1ailing.1.6.-prepareror approve; friapr;-,..ptiop.deawing$:;::opiniont reuorts;urveys:fieJd n1 . . • • ..a6150.004..*vi'...it14'otalori,..mttiite4;iti.ii..of-;jat-..tone-piitig,actilMie's . . d. TO140d OrOperty.dtlitiaga"'orl.'.peronat.and,actvarti§iog.lrijorti:/". atty :b61,••:brror: . „ dr Orf40.1.0ri -. roh1 th dJkonaI inst.; rod sole negIgnr. :or "tOi:.any.;:sperp.on, �r :o hi ktitiOn':-irtc.Iu [led .6'.;ensi•Osurect:orider...provisiori:i3-, el thisendorgenicalt ..• • • f. To;:arty ppi'.0i3 or :orga h j11,0.tiatif in4uted:ay:a:separate:,additionat:insured:ent,i °moment, P§I(Of : B. AD DMONAL INSUREp —VENtIcsa:n1 FaitagraPn:2.incler SECTION.yyli 0. isAN INSURE D:is arne.ndO,Otto"tinCi-u(Ip.:,;a4.Ati ifl rk:RJ :a ny . perso n or OivarlilatibmIreferred 16:1)101.0i/ horn •you rit: prOide ii.1.7uranca.suCh.taS*.,4ffordcd bU:or with respett -0 bodily injury "7-: or "properly d arn age" arising DUI of l'yOt:Artpro:dUCts7 whicTh :,are..distribLiteri.:prisoid -in Alio. regUlar.cOurse,otthe vendor's: busineSs; ,6111.1jeCt : o 00:tot lowing additiOnaliexclusions: 1 t, The.irlsurance-taffbrded tthetvendbr. Ops ilOt •rt .014,,,:vricip(-1$::61)1ipated:totp:r)sfelarnag;;;:.by • ren sorrti of the ..a.t.Slirripit On 'or y con tr Ler,agree lora - X Aus or does r lot :tiPply . • to hthiIay.rordarnaqe, that' the" vendor would ve n 66, .1-st or :09rorrittrit; ' b. •Arty, expre--Nt 'arra ntv.unauthorizeti by you' c. Any physical or :atomic:el change int hotproduct-rnariaintentionally.b.y the yonder; d • Pryi)nr4E.:12i,,,a, ,iiii6.-go: ynp0Ofcc.r4 ittqpurpoSc.1..:(31 .tripecliont ,cliliftbriSteatior),,•te .1.1rg , -Di. subatitution. Of pert 's. undertinstrtr.'cliortS troti-i.trte.tnlantittotoroa$)rit hen itOP44age'd liv:tile• orlinal cr>niairtior; , • e. Any failuta to.1h6ke,SPch ins)octran$t,- adiLi8trn4rIts;-::tests'OrtservicIdlcItas -.the veil ,... ha s.ag r eed .. , 0 rhakt. Or notroaliy ' undertakes to iatie..in:the:coUrse:of :bt.isiniess...in -ton netlien with ..itle • • ., disinbution f; DerrionstraPoni in Stall '...t.loryicingior' repairel:relations ,:exceoltsuch »erfornocf at1rtu,.vendc3r.S:.prelniseSint.c.:orinpctiOn.-With .the-salet-of'tItte.orodubt:- g. Pto whch aittOr:digleit.141(iorfbr Salo OY y.OP,Hhaveteentallete-O .ortralabeled ortuseti g- con tainer ;.0 art Or ingredient :of t.ertlytothertfiirid.or substa 11 frlr ths Alt ijc ; h. To 'bodily injury.:tor "property'darnage....ariSii.tg Out Ott taily:ziCt-,.et rror tr)r.ornisSi on' tihattre5iutt'S •ronl:the red wrong doing; 2. This ins urancedo est nt:A..,poly-to any: insurer" porsort...or:c.irganization, :frert%whorn.yet.t.haVe, acquired such products,. or any ingredierit .ttpart:or 'container;oritering.irito, acdornpanyi rig :or .containing .stren .products. Will 1 i-POTT11,16CPr.1' .• • „ . . . • . . , , Alameda Reuse and Redevelopment Authority Interoffice Memorandum October 19, 2004 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Jim Flint, Executive Director SUBJ: Presentation by the Executive Director in Response to ARRA Board Inquiry on Leasing Process Background In December 1995, the ARRA Board approved the Interim Leasing Program Polices and Procedures for Alameda Point and the Fleet Industrial Supply Company (FISC). The policies were developed and brought forth by the Base Reuse Advisory Group (BRAG), which is now called the Alameda Point Advisory Committee (APAC). The principles were: • Leases shall be structured to maximize revenues in order to support public services, infrastructure development, and long -term reuse and redevelopment. • Priority shall be given to tenants with economic development potential and with functions or needs conducive to the reemployment of displaced base workers. • Interim leasing shall encourage uses, which are consistent with and/or enhance the long -term Reuse Plan. • Interim leasing shall emphasize the utilization of existing facilities and encourage the rehabilitation of selected facilities for long -term use. The ARRA also discussed Leasing extensively. Originally, it was discussed that every lease should be brought before the Governing Body. However, the Board felt that level of oversight might jeopardize transactions and negate the purpose of hiring professionals to manage the process. Ultimately, the following guidelines were approved: • Proposed uses must comply with the City's zoning. • ARRA execution of the lease shall be conditioned on the approval of a use permit by the City of Alameda Planning Board. • Interim leases shall not be in conflict with the adopted Interim Reuse Plan and not detrimental to the long -term redevelopment of the property. Dedicated to Excellence, Committed to Service Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority October 19, 2004 Page 2 • Tenants seeking lease terms in excess of five (5) years must demonstrate the consistency of their use with the long -terra Reuse Plan and provide justification for an extended lease term on the basis of contractual obligations and/or other requirements. • In extraordinary cases lease terms may extend up to ten (10) years. All leases with terms greater than seven (7) years must be approved by the ARRA Governing Body. • Rental rates shall be based on the recommendations in CB Commercial's December 1994 report to the ARRA. These rates may be periodically revised to reflect current market conditions. • Rents may be rebated to tenants to reimburse them for cash advances to cover the cost of capital improvements to the building. • Lease proposals shall be evaluated on the basis of job and revenue generation, consistency with the long-term Reuse Plan, consistency with utility system capacity, credit history of tenant, viability of tenant's business plan, and extent of impact on the City. • Tenants shall pay reasonable fees to cover the cost of public services following "retrocession of jurisdiction" and assessments for upgrade of existing infrastructure. • In the event a lease does not comply with the above criteria, such lease shall be presented to the BRAG for consultation and to the ARRA Governing Body for approval. It is important to note that these guidelines were approved with the expectation of conveyance of the base in 1997 -1998. Discussion Since 1995 the leasing and property management function at Alameda Point has changed significantly. Originally, City staff provided oversight of the function, but in May 2001, the selection of a developer privatized the function with Alameda Point Community Partners (APCP) serving as property managers. APCP contracted the property management function out to PM Realty Group (PMG). In February 2004, the ARRA terminated the property management agreement with APCP, at the request of APCP, and assumed oversight of PMG. New leasing is done through commercial brokers Cushman & Wakefield (C &W); routine renewals are done by PMG. In processing leases, PMG develops a non - binding Letter of Intent (LOI) that lists the terms and conditions of the lease (Attachment 1). Most of the language is standard, reflecting the terms and conditions of the agreed upon lease document developed jointly by APCP and ARRA General Counsel. Business terms and Tenancy terms are negotiated by either PM or C &W. The LOI is circulated to all PMG staff, City staff, and APCP for review and comment prior to submitting to the tenant. If there are concerns about the term (price /length of lease) they are raised and discussed. Issues that cannot be resolved are brought to the attention of the Executive Director. To date, since ARRA assumed oversight of PMG, there has been only one lease that required negotiation. Dedicated to Excellence, Committed to Service Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority October 19, 2004 Page 3 After the LOI is agreed upon, it is submitted to the tenant for review and comment. Business terms usually do not change. A tenant may ask for a rent credit for building improvements. These requests are evaluated by PMG and a recommendation is made to staff. In general, credits are given to make a building water -tight and/or to protect the building from deteriorating. There has been very few large shell improvement credits offered to tenants. Leases are drafted and circulated based on the terms identified and agreed -upon in the Letter of Intent. Currently, PMG is working on a property marketing matrix with C &W and APCP. The matrix identifies vacant buildings, structure issues, market rates, and lease terms. The matrix will be an important tool to aggressively market, lease -up, and generate revenue at Alameda Point. PMG recently met with APCP to ensure that proposed leases do not interfere with future development plans. Monthly Reports Every month the ARRA is given a confidential report prepared by PMG. The executive summary outlines general information, such as new leases or significant activities at Alameda Point. In addition, the summary provides a list of tenants who are in arrears, by how much and what action is being taken. The CM (Cash Management) Receivables tab of the report details the monthly rents of each tenant and again reports any outstanding balance, either for rent or water /sewage fees. Finally, the very last page of the report is the Lease Transaction and Prospective Tenant Report. This lists new and renewing leases. The monthly report can be modified to reflect any additional information the ARRA may desire. Staff from both Finance Department and Development Services Department (DSD) meet with PMG monthly to review and discuss the report and pending leasing issues. In addition, DSD has a meeting with PMG staff to address property management concerns and to get leasing status reports. Copies of the monthly report are kept on file in the City Manager's office ARRA for review. Fiscal Impact and are available to the ARRA property management costs were reduced by approximately $500,000 this fiscal year. In addition, revenue - generating strategies are being discussed and will be presented to the ARRA Board for implementation in the coming months. Staff and PMG continue to work on providing more resources for operations and maintenance of Alameda Point. Recommendation This report is presented for information. Dedicated to Excellence, Committed to Service Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority PB /SP /NB:dc Respectfully submitted, October 19, 2004 Page 4 ut j slie Little Development Services Director Nanette Banks Finance & Administration Manager Dedicated to Excellence, Committed to Service Attachment 1 November 9, 2004 Name Company Address City, State Zip Re: Non - Binding Letter of Intent to Lease Building ; Alameda Point, California Dear Sir or Madame: This non - binding letter of intent ( "LOI ") sets forth the terms under which Alameda Reuse and Redevelopment Authority, through its authorized agent PM Realty Group, LLP, as "Landlord," and as `Tenant," would entertain entering into a Lease Agreement for the lease of space at Alameda Point, California. Until such time as final lease documentation is agreed upon and entered into by the parties, no contractual leasing relationship between Landlord and Tenant will be formed. Following your review of this LOI, if you have any questions, please contact me. 1. Building/Address: ., Alameda, CA 2. Term: years. 3. Anticipated Commencement Date: 4. Premises Square Feet: Building: rsf 5. Base Rent: Base Rent shall be calculated upon actual square footage on a triple net basis. 6. Parking: Building: Year 1: $ Year 2: $ ( /rsf /mo) ( /rsf /mo) Tenant and Tenant's employees, agents, suppliers, customers and patrons shall have the non - exclusive right to use, for parking purposes, an agreed upon number of parking spaces in the parking areas. 7. Subleasing: Without affecting any of its other obligations under this Lease, Tenant shall pay Landlord' as additional rent one -half of any sums or other economic considerations that (a) are received by Tenant as a result of an assignment or subletting (other than the rental or other payments that are attributable to the amortization over the term of this Lease of the cost of non - building standard leasehold improvements that are part of the assigned or sublet portion of the Premises and have been paid for by Tenant), whether or not denominated rental under the assignment or sublease, and • Page 2 November 9, 2004 (b) exceed in total the sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such assignment or sublease). The failure or inability of the assignee or subtenant to pay Tenant pursuant to the assignment or sublease shall not relieve Tenant from its obligations to Landlord under this Section. Tenant shall not amend the assignment or sublease in such a way as to reduce or delay payment of amounts that are provided in the assignment or sublease approved by Landlord. 8. Certificate of Occupancy Tenant shall be responsible for requesting a pre - inspection and obtaining a Certificate of Occupancy (CO) from the City of Alameda. This shall include, but is not limited to, fire sprinkler system upgrades, electric service upgrades, all requirements under the American with Disabilities Act (ADA), and any other requirements spelled out in the CO pre - inspection. 9. Security Deposit: Tenant shall pay to Landlord a security deposit in the amount equal to the last full month of Base Rent. 10. Permitted Uses: The Premises shall be used for 11. Environmental Provisions: As a result of the ongoing remediation of hazardous materials located in certain areas by the United States Navy, certain provisions concerning the usage, identification or access rights and responsibility of hazardous materials shall be included in the lease documentation. 12. Utilities: Tenant shall pay all service charges, and all initial utility deposits and fees for water, electricity, sewage, janitorial, trash removal, gas, telephone, pest control and any other utility services furnished to the Premises. 13. Repairs by Landlord: Landlord shall be responsible for keeping the foundations and structural soundness of exterior walls of the building (excluding all glass and exterior doors) in good repair, except those repairs necessitated by negligent or intentional acts of Tenant. 14. Repairs by Tenant: Tenant shall be responsible for (i)' keeping Premises in good order and repair; and (ii) maintaining all equipment and facilities and components thereof within the Premises. 15. Condition of Premises: Tenant accepts the Premises in its present "As -Is," "Where Is" condition, and specifically acknowledges that the Premises is suited for the uses intended by Tenant. • Page 3 November 9, 2004 Landlord shall not be liable for any latent or patent defects in the Premises, excepting Tenant! Improvements constructed by Landlord. 16. Alterations: Tenant may not make any Alterations without Landlord's prior written consent. 17. Tenant's Insurance: Tenant shall maintain the following insurance and provide Landlord with copies of certificates of insurance, naming the United States Navy, ARRA, City of Alameda, Alameda Power & Telecom, Alameda Housing Authority, Community Improvement Commission, Alameda Point Community Partners, and PM Realty Group as additional insureds: Commercial General Liability: $3 million Fire & Extended Coverage (demolition) $1 million Personal Property Replacement Workers Compensation: $1 million Employer Liability $1 million Automobile: $1 million Environmental Impairment Liability: $1 million (if applicable) 18. Relocation At any time, during the Term, after Tenant's execution of a Lease, Landlord shall have the right, upon providing Tenant ninety (90) days' written notice, ten (10) days if Tenant has not yet taken possession of the Premises, to provide Tenant with reasonably similar space elsewhere within the Station of approximately the same size as the Premises currently occupied. Relocation shall be at Tenant's sole expense. 19. Signs: Tenant shall be entitled to place a sign upon the Premises subject to City of Alameda signage design criteria as well as any and all future signage criteria that may be adopted by Alameda Point Community Partners. 20. Financial Statement: Tenant shall deliver to Landlord such financial information regarding Tenant, as may reasonably be required to establish Tenants' creditworthiness. All financial information provided by Tenant to Landlord shall be held in confidence and may not be used or disclosed by the recipient except for the purpose of determining Tenants' creditworthiness in connection • Page 4 November 9, 2004 with Tenants' obligations under this Lease. If the terms of this LOI are acceptable to you, please contact me so that we may begin preparation of lease documentation in accordance with these terms. The terms of this LOI are for discussion purposes only and are not intended, in any way, to be a binding agreement on either party. Neither party shall have any obligation, which includes any requirement to use good faith efforts to reach agreement upon acceptable terms, to the other party until a final lease agreement has been entered into by both Landlord and Tenant. As mentioned above, please contact me if you have any questions with respect to this matter. Sincerely, PM Realty Group as agent for Alameda Reuse and Redevelopment Authority Mike Hampen, Property Manager AGREED AND ACCEPTED: Company Name By: Name: Title: Date: