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2006-09-06 ARRA PacketAGENDA Regular Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1.. ROLL CALL 2. CONSENT CALENDAR Wednesday, September 6, 2006 Meeting will begin at 7:00 p.m. Consent Calendar items are considered routine and will be enacted, approved or adopted by one motion unless a request for removal for discussion or explanation is received from the Board or a member of the public. 2 -A. Approval of the minutes of the Regular Meeting of August 2, 2006. 2 -B. Approval of Subleases at Alameda Point. 3. REGULAR AGENDA ITEMS 3 -A. Recommendation to Authorize the Executive Director to Execute a Three -Year Consultant Agreement with Trident Management, Inc. in the amount of $325,000. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, RAB representative. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) 6. COMMUNICATIONS FROM THE GOVERNING BODY 7. ADJOURNMENT This meeting will be cablecast live on channel 15. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary 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. August 2, 2006 The meeting convened at 7:24 p.m. with Chair Johnson presiding. Member deHaan lead the Pledge of Allegiance. 1. ROLL CALL Present: Doug deHaan, Boardmember, City of Alameda Frank Matarrese, Boardmember, City of Alameda Marie Gilmore, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda Absent: Beverly Johnson, Chair, City of Alameda 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the Regular Meeting of July 5, 2006. 2 -B. Recommendation to Approve Subleases at Alameda Point. Approval of the consent calendar was motioned by Member Matarrese, seconded by Member deHaan and passed by the following voice vote: Ayes — 4; Noes — 0; Abstentions — 0. 3. REGULAR AGENDA ITEMS 3 -A. Approve a Resolution Adopting Findings and Mitigation Monitoring and Reporting Program for Certification of Golf Course EIR. Member Daysog discussed that he was supportive of the Golf Course project from the onset, but stated that he's had a change of heart and will not be supporting the golf course plan, largely because of the cost of public funds, supporting using those dollars for other activities that have direct benefit to the residents. Member Daysog clarified that there are other parts of Alameda Point, outside of the golf course, where there will be substantial public investment as well - in public amenities and facilities — so not all public dollars are going to development with limited access to the general population. Member Matarrese further confirmed that approval of this resolution does not commit ARRA to building a limited -use golf course and hotel conference center, but doing so accepts the report on the impacts of the three alternatives to the project. Debbie Potter, Base Reuse and Community Development Manager, clarified that, from the beginning, the project has always been Page 2 conceptualized as a city- owned, public golf course, and there is not any development proposal on the table so there is not any kind of funding commitments or funding obligations that have been made. When the RFP was sent to select a developer team or to explore the market on the hotels, the deal structure was not one that indicated that the market was ready, so the hotel development piece was placed on hold. The EIR, which, by law, has to analyze alternatives to the preferred project looks as the impacts of the preferred project as well as the alternatives. The hotel -golf course is the preferred project and we need a formal resolution that adopts the findings and mitigation monitoring and reporting plan in support of the EIR. What we discussed doing with this certified EIR was then to begin some of the discussions with the Port of Oakland and Army Corp of Engineers about negotiating tipping fees for dredge materials. The Golf Course EIR is really to tie -up the investment that's been made to date with the EIR and have a certified EIR that allows us to explore receipt of dredge materials. Member Matarrese commented that if the ARRA does not approve the resolution and certify the EIR, the money already spent on the project and the window of opportunity closes. David Brandt, Deputy Executive Director, further explained that this particular action (adopting the resolution and certifying the EIR) does not commit the ARRA to any expenditure whatsoever. Member deHaan sought clarification that the dredge materials will be classified to a certain level for development. Debbie Potter confirmed. Member Gilmore commented that accepting and certifying the EIR doesn't lock us into doing any further development out there and doesn't set us on that path, particularly with regard to the Hotel and Conference center — which would be a subject of its own EIR, if we ever get to that point. Debbie Potter affirmed this comment explaining that this is a "Programmatic Level" EIR, and development of a Hotel & Conference center would require a "Project Level" EIR. Debbie Potter, supporting comments made by Members Gilmore and Matarrese earlier, further explained that if the ARRA doesn't close the loop on this EIR and adopt the resolution, the quarter million dollar investment will have been for want because nothing can be done with the document without certification. Approval of the Resolution and MMRP was motioned by Member Matarrese and seconded by Member deHaan and passed by the following voice vote: Ayes — 3; Noes — 1 (Member Daysog); Abstentions — 0. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, RAB representative. Member Matarrese was not able to attend the last RAB meeting and will not have a report until September or October. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There was one speaker slip, Mr. Bill Smith, who spoke about various topics. Page 3 6. COMMUNICATIONS FROM THE GOVERNING BODY None. 7. ADJOURNMENT Meeting was adjourned at 8:00 p.m. Respectfully submitted, rma Glidden ARRA Secretary Alameda Reuse and Redevelopment Authority Interoffice Memorandum September 6, 2006 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita Executive Director SUBJ: Recommendation to Approve Subleases at Alameda Point Background At the December 2004 ARRA Board Meeting, the ARRA elected to review and approve all subleases at Alameda Point. Discussion Attachment "A" describes the business terms for the proposed subleases. Fiscal Impact The rent for ROSENBLUM CELLARS, INC. is $139,392 annually or $0.32 per sq foot. This completes Rosenblum's move from Building 29 to two bays of Building 25. The building is the former corrosion control building, a fairly new building in good condition. Rosenblum uses this building for wine storage. The rent for AUCTIONS BY THE BAY is $54,396 annually or $0.25 per square foot. This is a reduction from three to one bay in Building 25, giving Rosenblum Cellars addition space for wine storage. Auctions by the Bay continues to use the space for a portion of their auction business. The rent for AUCTIONS BY THE BAY is $58,440 annually or $0.25 per square foot. This completes Auctions by the Bay's move from two bays in Building 25 to occupy the entire premises of Building 29. Auctions by the Bay will use this building to sort and catalog items for auction in Building 25. The rent for SUSTAINABLR TECHNOLOGIES is $66,000 annually or $0.45 per square foot. Sustainable Technologies will use Building 163 for office and R &D space for solar cell technologies and ground water remediation. They do not store any hazardous materials on -site. Building 163 currently houses several small subtenants who also use the space for research and development. Sustainable Technologies plans to continue providing space for these start -up companies. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority Recommendation Approval of the proposed subleases. Attachment: A. Proposed Sublease Business Terms B. Site Map �ittl Development Sere c :s Direct By Nanette J ate Finance & Adnninistraiion gee September 6 Page 2 Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority ATTACHMENT "A" PROPOSED SUBLEASE BUSINESS TERMS September 6 Page 3 TENANT BUILDING SIZE (SF) TERM RENT Rosenblum Cellars, Inc. Bldg 25 36,319 60 months $11,616/mo. Auctions by the Bay Bldg 25 18,131 60 months $4,533/mo. Auctions by the Bay Bldg 29 19,480 60 months $4,870 /mo. Sustainable Technologies Bldg 163 12,156 1 yr w/1 yr Option $5,500 /mo. TILL 111 <4 :d s'''141111 Ln ATTACHMENT B IS H1N3A313 IS NO1210 s- 1 H.I.J13 0 o (I) • L L. .c ys a. L z X 9 a P a Pg cu w \ 16, G I Alameda Reuse and Redevelopment Authority Interoffice Memorandum September 6, 2006 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita, Executive Director 3 SUBJ: Recommendation to Authorize the Executive Director to Execute a Three -Year Consultant Agreement with Trident Management, Inc. in the Amount of $325,000 Background In September 1996, the ARRA Governing Body directed the Executive Director to negotiate and execute a port management and maintenance contract with Trident Management, Inc. for port services at Piers 1, 2, and 3. Since that time, Trident has served as the ARRA's port manager. The original contract expired in 2002 and is currently on a month -to -month status. Staff has been engaged in negotiating a new contract acceptable to both parties since 2004. Trident was originally selected through a competitive process, in which six firms responded to a Request for Proposal (RFP). Four respondents were interviewed resulting in the selection of Trident. While Trident was not the lowest bidder for the job, they received additional points as a worker -to- business company; a company comprised of former Navy personnel, and thus were awarded the contract. Discussion Since the Alameda Naval Air Station closed, Trident Management, Inc. has served as the port manager for the ARRA. Port Management Services are necessary to service the Navy and MARAD ships at Alameda Point and are also a specific requirement of the MARAD lease. Trident uses former Navy equipment and vehicles that are now owned by the ARRA to perform port services. Trident estimates the value of the equipment to be over $300,000. Attachment 1 is a list of the equipment. Trident also holds the exclusive license to operate the Bilge Oily Water Treatment System (BOWTS). The BOWTS is an ARRA -owned equipment facility that skims oil off of the water. Trident charges ships for this service and is able to generate revenue from this service. In the past, the ARRA was in a revenue - sharing relationship with Trident; ARRA shared in revenue from BOWTS and subleases. As part of the 2004 -05 budget, ARRA relinquished the claim to its revenue share and reduced its payment to Trident by nearly $300,000. Attachment 2 is a profit generating report for the BOWTS provided by Trident. Trident currently occupies four Alameda Point buildings at no cost; one with subtenants. ARRA pays Trident's Workers and Employer's Liability Compensation, Longshoreman's and Harbor Worker's Compensation, Automotive and Marine Collision and Protection and Indemnity insurance. The insurance costs are over $100,000 annually. Honorable Chair and Members of the September 6, 2006 Alameda Reuse and Redevelopment Authority Page 2 For the first seven years of the agreement with Trident, the ARRA provided funding for all operating and administrative costs. As previously mentioned, the fiscal year 2004 -05 Trident budget was significantly reduced as a result of the ARRA terminating its revenue sharing with Trident to allow the company to become more self- sufficient. In the fall of 2004, Trident negotiated a framework for a new five -year contract with staff, under the direction of then City Manager Jim Flint, but the agreement was never completed. However, the current holdover status is consistent with the terms of that 2004 negotiated framework. In July 2005, Trident met with Acting City Manager Bill Norton regarding the absence of an agreement with the ARRA. Mr. Norton later expressed his concern over the fact that the Trident agreement had not been re -bid in almost 10 years. In response, Trident wrote a letter (Attachment 5) expressing its desire to continue working with the ARRA and its interest to eliminate the ARRA's subsidy to its business. Trident noted that a key concern was getting its contract down to the true cost of supporting the MARAD ships with zero additional subsidy. Subsequently, Mr. Norton directed staff to meet with Trident to negotiate a zero subsidy port services agreement. That zero subsidy port service agreement could not be reached because of Trident's existing no rent leases of ARRA buildings and Trident's existing use of ARRA owned equipment at no cost. Instead, the following proposals were discussed: TRIDENT PROPOSALS: Proposal 1: Initially, Trident proposed that the ARRA transfer the ownership of the ARRA- owned equipment used for its operations. In exchange, Trident agreed to insure and provide port services at $475,000 for five years. After discussion with staff, Trident wanted to do further analysis and retracted its initial proposal. Proposal 2: Under Trident's second proposal, ARRA continues to own and insure all equipment used by Trident. In addition to the four buildings currently occupied by Trident at no cost, Trident requested a no -cost lease for building 64, a 1000 sf building, previously used as a dive locker. Trident proposed to secure permits for the building and sublease it to earn additional revenue. Under this proposal, Trident agreed to provide port services for $310,000 per year. Staff could not recommend a no -cost lease of building 64 to Trident as a means to supplement operating revenue. Although the building needs substantial investment to make it habitable, staff would want to negotiate a market rate lease and participate in revenue sharing if the building were to be leased to sub - tenants. In the meantime, the PDC for Alameda Point was progressing and staff did not want to hinder future redevelopment of Alameda Point; therefore a three -year contract, instead of Trident's desired five -year contract, was all that could be recommended. Trident contacted the Alameda Point developer to discuss leasing building 64. The developer agreed with staff's position. Finally, allowing Trident to lease a building to generate revenue is also not consistent with the zero - subsidy direction. Proposal 3: Because staff could not recommend offering a no -cost lease of building 64 to Trident, Trident asked to increase its budget request from $310,000 to $358,000 per year for three years. Honorable Chair and Members of the September 6, 2006 Alameda Reuse and Redevelopment Authority Page 3 In an attempt to resolve the negotiations, staff offered a three -year $325,000 agreement to Trident, without the building 64 lease. Trident has agreed to these terms. The contract also has a 90 day termination clause that can be exercised by the ARRA at its sole discretion. Because it has been over ten years since the services have been bid, staff is unable to determine the competitiveness of the cost and value of the contract proposal. Fiscal Impact The cost for proposed port services is $325,000 annually, plus approximately $100,000 for insurance. The funding source for the services will be paid from ARRA lease revenue. The MARAD budget passed in May by the ARRA Board includes an ongoing budgeted amount of $310,000 annually for port services and contains an additional $260,000 in the insurance line item, partially to accommodate the $100,000 in insurance costs associated with the contract. Trident is currently on a month -to -month contract with a 60 -day termination provision. Recommendation Authorize the Executive Director to execute a three -year Consultant Agreement with Trident Management, Inc. in the amount of $325,000 and direct staff to bid this contract at termination in three years. Attachment1: Attachment 2: Attachment 3: Attachment 4: Attachment 5: Port Service Equipment Profit & Loss Information List of Buildings Consultant Agreement Trident Letter fully submitt Leslie Little Development Services Director Debbie Potter Acting Alameda Point Project Manager By: Nanette Banks Finance & Administration Manager ATTACHMENT 1 Trident Management, Inc. Port Services Equipment Estimated Values /Mission Essential Estimated Needed fur Equipment Value* NiarAd Contract? 1987 40.fon Grove Hydraulic Crane TMS300B 535,000 Yes 1987 15 Ton Grove !touch Terrain Crane R158D 515.000 Yes 1982 ?U' Pusher Tug Marinette Marini, 2 6-71 Detroit Diesels 545,000 Yes 1982 50' Pusher Tug Marinette Marine, 2 6 -71 Detroit Diesels 510;000 No 1976 SWOB 39 Tank Barge - 109' x 26' x 6' 130,000 Yes 1976 SWOR 21 Tank Barge - 109' x 26' x 6' .h 10,000 Ycs 1976 SWOB 22 Tank Barge - 109' x 26' x 6' 510.000 Ycs 1989 Oil Room Platform Barge 0' x 12' 2 1001 -1P HPV4 Evenirude o/h 510;000 Yes 1973 Dip 3001 Oil Recovery Vessel -.iRF Scientific Corp. 16' x 9' 530.000 Ycs YC Barge; built in 1940's - I 1 0' x 33' x 9' 540,000 Ycs 1988 24' Harbor Bout Peterson Builders - 2 1986 Johnson 155 HP o/b 512,000 Yes 1996 21' Boston Whaler Boat - 2 1993 Evinrude V4 115 HI' o/b 812,000 Yes 1996 21' Boston Whaler Boat - 2 1993 Evinrude V4 115 1 IP o/b 512,000 Ycs 1993 19' Boston Whaler Boat - 2 1991 Evinrude V4 115 HP o/b 57,000 No 1992 25' Boston Whaler - 2 1992 Evinrude 200 HP o/b S 12,000 Ycs Power Lift 20,000 Ib. Forklift - Model 1'llF 20 85.000 No Flyster 15,000 )b. Forklift - Model 11150E 57,000 Ycs Hystcr 15,000 Ib. Forklift - Model 1-1150F 55.000 Ycs Hystcr 6,000 Ib. Forklift Model ti60XI,MK 53,000 Yes Mitsubishi 4,000 Ib. Forklift - Model 550 -SS 83 000 Ycs 60' Condor Manlil't -Model 6608 4000 Ycs 60' Condor Mantitt - Model 6608 52:,000 No Industrial 5 1000 Ycs Toty "('rector 5 1,.800 Yes 1987 GMC Sierra 3500 Stake Truck 5500 No Tennant Swccpe.r - Model 265 52;000 Yes 1993 Freightliner FLSO Vacuum Truck - 2,000 gallon 815.000 Ycs 5339,300 Estimated fair market values based on previous appraisals, reference to interne( sales site for industrial equipment, and other marketing references. ATTACHMENT ACHMENT 2 Trident MANAGEMENT, INC January 27, 2006 Ms. Nanette Banks Development Services Department 950 West Mall Square Alameda, CA 94501 -7552 Dear Ms. Banks, The following Profit & Loss information for the Bilge Oily Wastev,ater System is provided, as requested: Fiscal Year 7/1/04 — 6/30/05 7/1/03 -- 6/30/04 7/1/02 — 6/30/03 7/1/01 — 6/30/04 7/1/00 — 6/30/01 Sincerely. Profit $ 189,094 $186,432 $239.268 $199,507 $218,050 1605 Ferry Point, Alameda, CA 94501 Phone (5io) 864 -2749 Fax (51o) 864-2759 Trident MANAGEMENT, INC ATTACHMENT 3 January 27, 2006 Ms. Nanette Banks Development Services Department 950 West Mall Square Alameda, CA 94501 -7552 Dear Ms. Banks, As requested in our meeting on December 13, 2005, Trident occupies the following buildings per our contract, an excerpt of which is attached: Building # Purpose 15 Administrative offices, boat and equipment storage 601 Equipment storage 617A Equipment storage 68 Maintenance shop Sincerely, 1605 Ferry Point, Alameda, CA 94501 Phone (510) 864-2749 Fax (51o) 864-2759 ATTACHMENT 4 CONSULTANT AGREEMENT THIS AGREEMENT, entered into this 1 day of September 2006, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (hereinafter referred to as "ARRA ") of the CITY OF ALAMEDA, a municipal corporation (hereinafter referred to as "City "), and Trident Management Company, a corporation, is made with reference to the following: RECITALS: A. ARRA is a Joint Powers Authority organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possess the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. ARRA and Consultant desire to enter into an agreement for services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the lst day of September 2006, and shall terminate on the lst day of September 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A ", which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $325,000 annually (Exhibit "B "). Payment will be made in 1/12 increments monthly throughout the term of this agreement. Trident will have continued use of equipment and facilities listed in Exhibit C. 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 City nor have any contractual relationship with City. 1 6. INDEPENDENT PARTIES: ARRA and Consultant intend that the relationship between them created by this Agreement is that of employer- independent Consultant. 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 City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City 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 its 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 City's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City /ARRA employee, or a citizen by Consultant or Consultant's employee 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, City, its City Council, boards, commissions, 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. 2 10. INSURANCE: Before providing the services called for in this Agreement, TRIDENT 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 this section unless compliance with one of the provisions of this section is waived in writing by the Risk Manager of the City of Alameda. Such certificates, which do not limit TRIDENT '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 TRIDENT 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 and MARAD as additional insureds shall be submitted with the insurance certificates. A. COVERAGE: TRIDENT shall maintain the insurance coverage described in the following paragraphs: (1) Worker's and Employer's Liability Compensation (ARRA Pays) : Statutory Worker's and Employer's Liability Compensation coverage shall be maintained if and as required by the State of California. (2) Longshoremen's and Harbor Worker's Compensation (ARRA Pays) : Statutory Longshoremen's and Harbor Worker's Compensation coverage shall be provided. (3) Commercial General Liability Coverage (ARRA Pays): Commercial general liability coverage, including pollution coverage, shall be maintained in accordance with the following. (3.1) Bodily injury: The minimum limits for coverage for bodily injury shall be $1,000,000 for each occurrence and $2,000,000 in the aggregate. (3.2) Property Damage: The minimum limits for coverage for property damage, which shall include all personal property listed on Exhibit B, the Piers, Buildings and any contents listed on Exhibit D, and the BOWTS, shall be $1,000,000 for each occurrence and $2,000,000 in the aggregate. (3.3) Limits for Single Limit Policy: If submitted, combined single limit policy with aggregate limits in the amount of $2,000,000 will be considered equivalent to the minimum limits described in subparagraphs 3.1 and 3.2 above. (4) Automotive (ARRA Pays) : Comprehensive automotive liability coverage shall be maintained in the following limits: 3 (4.1) Bodily Injury: The minimum limits for coverage for bodily injury shall be $1,000,000 for each occurrence. (4.2) Property Damage: The minimum limits for coverage for property damage shall be $100,000 for each occurrence. (4.3) Limits for Single Limit Policy: If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the minimum limits described in subparagraphs 4.1 and 4.2 above. (5) Marine Collision and Protection and Imdemnity (ARRA Pays) : Marine Collision and Protection and Indemnity coverage shall be maintained in the minimum amount of $1,000,000 per vessel. B. SUBROGATION WAIVER: TRIDENT agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that TRIDENT shall look solely to its insurance for recovery. TRIDENT hereby grants to ARRA and MARAD, on behalf of any insurer providing liability insurance to TRIDENT, ARRA or MARAD with respect to the services of TRIDENT herein, a waiver of any right to subrogation which an insurer of TRIDENT may acquire against ARRA or MARAD by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If TRIDENT 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 TRIDENT's name or as an agent of TRIDENT and shall be compensated by TRIDENT 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, City of Alameda, and MARAD and their officers, employees and agents shall be named as additional insureds under all insurance coverage required by this Agreement except the Worker's and Employer's Liability Compensation coverage. 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. 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 4 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: TRIDENT 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 TRIDENT 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 TRIDENT. 13. SUBCONSULTANT APPROVAL: Unless prior written consent from ARRA is obtained, only those people and subconsultants whose names are listed in Consultant's bid shall be used in the performance of this Agreement. Requests for additional subcontracting shall be submitted in writing, describing the scope of work to be subcontracted and the name of the proposed subconsultant. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subconsultant's services. Approval of the subconsultant may, at the option of ARRA, be issued in the form of a Work Order. In the event that Consultant employs subconsultants, such subconsultants shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City of Alameda Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of ARRA. No report, information nor other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by ARRA. Consultant shall, at such time and in such form as ARRA may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by ARRA that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit 5 an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of ARRA or its designees at all proper times, and gives ARRA the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by ARRA's preliminary examination or audit of records, and ARRA's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then consultant shall reimburse ARRA for all reasonable costs and expenses associated with the supplemental examination or audit. 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: Alameda Reuse and Redevelopment Authority City of Alameda 950 West Mall Square, 2 "d Floor Alameda, CA 94501 ATTN: Nanette Banks All notices, demands, requests, or approvals from ARRA to Consultant shall be addressed to Consultant at: Trident Mangement Inc. 1605 Feny Point Alameda, CA 94501 Attn: President 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 ninety (90) 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. 6 Upon assignment of MARAD leasehold interest to any third party, this agreement immediately terminates. 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. COMPLIANCE WITH MARSH CRUST ORDINANCE: Contractor shall perform all excavation work in compliance with the City's Marsh Crust Ordinance as set forth at Section 13 -56 of the Municipal Code. Prior to performing any excavation work, Contractor shall verify with the Building Official whether the excavation work is subject to the Marsh Crust Ordinance. Contractor shall apply for and obtain permits from Building Services on projects deemed to be subject to the Marsh Crust Ordinance. 20. COST OF LITIGATION: If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the Court may adjudge to be reasonable, including attorneys' fees. 21. COMPLIANCES: Consultant shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by ARRA. 22. 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. 23. 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. 24. 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. 25. 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 7 to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both ARRA and Consultant. 26. 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. 27. 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. 8 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. ALAMEDA REUSE AND CONSULTANT REDEVELOPMENT AUTHORITY By: Mike Crouch, President Debra Kurita Title: Trident Management Executive Director RECOMMENDED FOR APPROVAL: Leslie A. Little Development Services Director Nanette Banks, Manager Finance & Administration APPROVED AS TO FORM: Teresa Highsmith Assistant City Attorney 9 Trident • MANAGEMENT, INC ATTACHMENT 5 July 1, 2005 Mr. William C. Norton City Manager City of Alameda 2263 Santa Clara Avenue, Rm. 320 Alameda, CA 94501 RECEIVED JUL 0 1 2005 CITY OF ALAMEDA. CITY MANAGERS OFFICE Re: Trident Management Port Management Contract Dear Mr. Norton, Thank you for the opportunity to discuss our company with you yesterday. We appreciate your time and trust that it was productive for you also. You asked that we provide a description of -what has transpired regarding our contract and where we are today. As you know, we were awarded a 5 year contract in April, 1997 to provide port services at Alameda Point. As ex -Navy workers who had previously worked on this base, we were able to do this with no disruption of services. The initial 5 year contract period was completed in 2002, and at that time we were placed in a month to month status, where we are today. The Maritime Administration (MarAd) contract to berth ships also expired the same time that our contract did, and I understand the City has been negotiating with them for a follow -on contract. I believe they have made a series of short-term commitments while negotiating for a long -term deal and we understand that the City has been reluctant to enter into a long -term contract with us before they reach agreement with MarAd. Last summer, the City requested that we make significant reductions in our annual budget to assist them in meeting targets. In response, we reduced our budget over $290,000 (38 %) and significantly shifted business risk from the City to Trident. At the time we submitted our budget request, we asked the City to enter negotiations for a follow -on contract, which they agreed to do. RECEVED 2005 1605 Ferry Point, Alameda, CA 94501 DEVELOPMENT SERVICES DEPARTMENT Phone (51o) 864 -2749 Fax (51o) 864-2759 CM! OF ALAMEDA Our discussions with Nanette Banks and your predecessor, Jim Flint, led to an offer from the City for a 5 year contract with a 60 day termination clause if port services were no longer required. Our discussions focused mainly on how to "de- link" our contract with the MarAd contract, and how to terminate our contract if MarAd no longer had ships berthed in Alameda. Trident accepted the City's offer (see attachment) and Ms. Banks advised us that she ;would have the document drafted for our review. This was in October, 2004, and we have not been provided with a copy of the draft. I have made several inquiries about the status of the contract to P.M. Realty and Nanette Banks and was always advised that the contract was being worked on and would be forthcoming. My most recent inquiry resulted in the email from Shayna Eskew, which I showed you at our meeting. We were very 'disturbed to find out that the City considered re- bidding the contract after we had reached an agreement. Our goal has always been to make port operations at Alameda Point a successful endeavor for the City of Alameda and Trident. We understand the fiscal constraints the City now operates under and we have done our best to keep costs down. We have spent less than our annual budget in every year since 1997 and returned money and the end of each year. We have also found ways to reduce our annual budget, in fact, our 2005/2006 budget is over $200,000 less than our 1997 budget. By shifting more risk from the City to Trident, our long -term goal is to reduce the annual port services cost to 0. Thank you again for your attention in this matter and I hope we can reach a successful resolution in the near future. Sincerely, President 1605 Ferry Point, Alameda, CA 94501 Phone (510) 864 -2749 Fax (510) 864 -2759