2007-02-07 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, February 7, 2007
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. Approve the minutes of the Special Meeting of January 2, 2007.
2 -B. Approve the minutes of the Special Meeting of January 16, 2007.
2 -C. Approve Sublease for Tenant at Alameda Point.
3. REGULAR AGENDA ITEMS
3 -A. Selection of a New Master Developer for Alameda Point.
4. ORAL REPORTS
4 -A. Oral report from Member Matarrese, Restoration Advisory Board (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
Tuesday. January 2, 2007
The meeting convened at 7:42 p.m. with Chair Johnson presiding.
1. ROLL CALL
Present: Beverly Johnson, Chair of Alameda
Marie Gilmore, Boardmember, City of Alameda
Doug deHaan, Boardmember, City of Alameda
Frank Matarrese, Boardmember, City of Alameda
Lena Tam, Boardmember, City of Alameda
2. CONSENT CALENDAR
2 -A. Approve the minutes of the Regular Meeting of December 6, 2006.
2 -B. Approve Subleases at Alameda Point.
2 -C. Recommendation to Authorize the Executive Director to Execute a 3rd Amendment to the
Standards of Reasonableness to Modify the Allowed Uses for Building 613.
Approval of Item 2 -A was motioned by Member deHaan, seconded by Member Matarrese
and passed by the following voice vote: Ayes — 4; Noes — 0; Abstentions — 1 (Member Tam
was not present at the 12 -6 -06 ARRA meeting).
Approval of Items 2 -B and 2 -C was motioned by Member Tam, seconded by Member
Matarrese and passed by the following voice vote: Ayes — 5; Noes — 0; Abstentions — 0.
3. REGULAR AGENDA ITEMS
None.
4. ORAL REPORTS
4 -A. Oral report from Member Matarrese, RAB representative.
There was no report as Member Matarrese was unable to attend the last RAB meeting.
5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
There were no speaker slips.
6. COMMUNICATIONS FROM THE GOVERNING BODY
Member deHaan discussed opportunities of the cruise ship industry, citing that the docking of
cruise ships in San Francisco earned $10 million per year. Member deHaan requested that staff
Page 2
investigate this opportunity further, particularly the deep water docks included in the MARAD
lease. Executive Director, Debra Kurita, said the item will be agendized and be brought' back to
the ARRA.
7. ADJOURNMENT
Meeting was adjourned at 7:45 p.m.
Respectfully submitted,
*at/ 0;(44A___
Irma Glidden
ARRA Secretary
APPROVED
MINUTES OF THE REGULAR MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Tuesday. January 16, 2007
The meeting convened at 7:47 p.m. with Chair Johnson presiding.
1. ROLL CALL
Present: Beverly Johnson, Chair of Alameda
Marie Gilmore, Boardmember, City of Alameda
Doug deHaan, Boardmember, City of Alameda
Frank Matarrese, Boardmember, City of Alameda
Lena Tam, Boardmember, City of Alameda
2. CONSENT CALENDAR
2 -B 2 um_
2 -A. Recommendation to Approve an Agreement with Russell Resources for Environmental
Consulting Services for Alameda Point for 12 Months in an Amount not to exceed
$119,000.
2 -B. Authorize PM Realty Group to Enter into a Contract with Belden Consulting Engineers for
Design of Pier 2 Electrical Upgrades at Alameda Point in an amount not to exceed
$109,500.
Approval of the Consent Calendar was motioned by Member Gilmore, seconded by
Member Matarrese and passed by the following voice vote: Ayes — 5; Noes — 0; Abstentions
—0
4. 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.)
5. COMMUNICATIONS FROM THE GOVERNING BODY
6. ADJOURNMENT
Meeting was adjourned at 7:50 p.m.
Respectfully submitted,
Irma Glidden
ARRA Secretary
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
February 7, 2007
TO: Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
FROM: Debra Kurita, Executive Director
SUBJ: Approve Sublease for Tenant at Alameda Point
Background
At the December 2004 ARRA Board Meeting, the ARRA elected to review and approve all subleases at
Alameda Point.
Discussion
Richard Miller Photography, a photography studio is renewing its lease for Building 621. The rent will be
$0.37 per square foot or $40,920 annually for this structure, which is light manufacturing/warehouse space
in fair condition.
Attachment A describes the business tetins for the proposed sublease.
Fiscal Impact
The rent for Richard Miller Photography in Bldg. 621 is $40,920 annually.
Recommendation
Approve the proposed sublease.
Attachment: A. Proposed Sublease Business Terms
B. Site Map
Rem illy submit ed,
Develop
Di rector
l
Nanette 5 rnks
n nce &. lclministration Manager
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
ATTACHMENT A
PROPOSED SUBLEASE BUSINESS TERMS
February 7, 2007
Page 2
TENANT
BUILDING
SIZE (SF)
TERM
RENT
Richard Miller
Photography
Building 621
9,198
1 year
$3,410/mo.
ATTACHMENT B
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Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
February 7, 2007
TO: Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
FROM: Debra Kurita
Executive Director
SUBJECT: Selection of New Master Developer for Alameda Point
BACKGROUND
On September 21, 2006, Alameda Point Community Partners (APCP) notified the Alameda Reuse
and Redevelopment Authority (ARRA) that it was withdrawing as the Alameda Point Master
Developer five years after it was selected. APCP cited a downturn in the residential real estate
market that no longer supported the $108.5 million land purchase price tentatively'negotiated with
the Navy as its primary reason for not moving forward.
Following APCP's withdrawal from the project, the Navy agreed to an ARRA- sponsored process to
identify a new master developer. The Navy's agreement was predicated on a timely process that
would conclude by mid -March and retention of the $108.5 million purchase price and the previously
agreed upon payment schedule contained in the draft term sheet. At its October 4, 2006 meeting, the
ARRA authorized staff to issue a Request for Qualifications (RFQ) to determine if there were
developers interested in becoming the Alameda Point Master Developer.
DISCUSSION
RFQ Process
The RFQ was issued on October 19, 2006, and a mandatory bidders conference was held on October
30. The RFQ was posted on the project web site (www.alameda- point.com), mailed to interested
developers, and announced in the Association of Defense Communities' (formerly NAID)
newsletter. A press release was also published regarding the availability of the RFQ.
The RFQ identified several key selection criteria including:
• Experience working with former military bases and/or brownfield projects that required
large -scale environmental remediation and environmental insurance,
• Financial capability to undertake the project, and
• Organizational and staff capacity to manage a complex redevelopment project.
Experience with complex development projects, including public /private partnerships, is essential to
successfully developing a former military base. In addition to concluding a conveyance agreement
with the Navy and resolving regulatory challenges including environmental remediation, historic
Honorable Members of the
Alameda Reuse and Redevelopment Authority
February 7, 2007
Page 2
preservation, and a Tidelands Trust land exchange, the selected developer must negotiate a
Development Agreement with the City and a Disposition and Development Agreement with the
Community Improvement Commission. Familiarity with environmental laws such as the
Comprehensive Environmental Response , Compensation and Liability Act (CERCLA) and the
Resource Conservation and Recovery Act (RCRA), Section 106 of the National Historic
Preservation Act, Base Realignment and Closure (BRAC) guidelines and State Redevelopment Law
is necessary.
Financial capacity and willingness to spend up to $10 million of "at risk" funds to secure project
approvals and to spend another several hundred million dollars before the project begins generating
revenue are also requirements to successfully redevelop Alameda Point. In addition to overall
project experience and financial capacity, the experience of individual development team members is
crucial. Given the project complexities and the length of time anticipated to develop the project, it is
important that individual team members have worked together on prior projects and are part of an
organizational structure that ensures a well- rounded skill set.
In addition to the evaluation criteria outlined above, development teams were asked to submit a
vision statement that addressed how the developer would meet the goals and objectives of the
Preliminary Design Concept (PDC). The purpose of the vision statement was to determine:
• If there was a clear understanding of the regulatory and technical issues at Alameda Point;
• If the City's primary goals such as fiscal neutrality, provision of a sports complex and
retention of several key buildings as City facilities could be met; and
• Whether the project could be developed consistent with the community's vision as captured
in the PDC.
Over twenty interested parties attended the mandatory bidders conference and fourteen teams
participated in one -on -one follow -up meetings to gather more information about the project. On
December 4, 2006, five firms submitted responses to the RFQ. The responses were provided to the
ARRA Board under separate cover, are posted on the project web site and are available in the City
Clerk's Office and Main Library. An evaluation team was formed comprised of the Assistant City
Manager, the Acting Project Manager, the ARRA's financial consultant from Economic & Planning
Systems, and the ARRA's environmental consultant from Russell Resources.
Evaluation Process
The evaluation team reviewed the responses and interviewed the five development teams in late
December. A thorough reference check for each of the teams was conducted during the month of
January. On January 12, one of the five teams, The Corky McMillin Companies, withdrew from
consideration stating that its experience, expertise and resources could be best utilized on other
opportunities. On January 23, a public open house was held and the four teams introduced
themselves to the community with formal presentations and informal question and answer
opportunities at developer stations. Over 200 people attended the event. The developer
presentations are also posted on the project web site and available at the City Clerk's Office and
Main Library.
Honorable Members of the
Alameda Reuse and Redevelopment Authority
February 7, 2007
Page 3
The attached evaluation matrix has been prepared based on the responses to the RFQ, follow -up
interviews, developer presentations and reference checks. The matrix summarizes key elements of
each developer's response and provides a rating relative to each criterion (e.g., strong, moderate,
weak). The analysis and "grading" is necessarily both qualitative and subjective. For each of the
seven criteria used to evaluate the responses, the basis for a weak, moderate or strong rating follows:
Base Reuse /Relevant Experience
Developers were graded as "weak" if they had no experience redeveloping closed military facilities
or comparable complex master planned redevelopment projects. Developers were graded "moderate"
if they had some recent experience with these types of projects. Developers were grade "strong" if
they had extensive recent experience with closed military base or other complex redevelopment
projects.
Development Competencies
Developers were graded "weak" if they had little or no experience in large mixed -use master planned
land development projects, or if they relied upon consultants to provide that expertise. Because of
the potential for developers to over or under value portions of the project due to a desire to build
some portion of the vertical improvements (homes or businesses), developers were graded
"moderate" if they had experience in large mixed -use master planned land development projects but
specialized in a particular type of development such as single family residential or commercial.
Developers were graded "strong" if they had substantial experience with large mixed used master
planned land development projects and no specialization in any type of vertical development.
Alameda Point Team Qualifications
Developers were graded "weak" if their team had little or no experience working together,
individuals on the team had little or no experience working on complex mixed -use development
projects, and there was little or no Bay Area development presence. Developers were graded
"moderate" if there was some, but not extensive, continuity of team members over time and Bay
Area development experience, or if development capacity was evident but possibly spread thin or
without depth due to other projects underway. Developers were graded "strong" if the individual
team members had worked together extensively on complex development projects and if there was
substantial Bay Area development experience.
Financial Capability /Approach
Developers were graded "weak" if they had limited or conditioned access to capital for acquisition
and development activities, or if there was no explanation of how capital would be accessed for the
project (terms and conditions for accessing capital) or if the decision - making process for accessing
the capital was cumbersome and lengthy. Developers were graded "moderate" if there were
reasonable milestones for accessing predevelopment and development capital, and if several
principles or committees controlled the decision - making process. Developers were graded "strong"
if they had direct access to all required capital (i.e., self - financing capacity with ready access) and a
streamlined decision - making process for approval and expenditure of funds.
Development Approach
Developers were graded "weak" if they had concerns about the PDC and their ability and willingness
to fully implement provisions of the PDC and if they did not outline an approach to vertical
development at Alameda Point (i.e., third party builders, joint venture partners, assumption of all
Honorable Members of the
Alameda Reuse and Redevelopment Authority
February 7, 2007
Page 4
vertical as well as horizontal development, etc.). Developers were graded "moderate" if they
accepted the PDC but proposed revisions to aspects of the document and if they had an approach to
vertical development. Developers were graded "strong" if they accepted the PDC, with only minor
revisions, and had a solid approach to vertical development.
Acceptance of Existing Business Terms
Developers were graded "weak" if they expressed strong reservations or concerns regarding the
previously negotiated conveyance term sheet with the Navy. Developers were graded "moderate" if
they generally accepted the provisions of the term sheet but indicated an interest in pursuing some
modifications. Developers were graded "strong" if they accepted the terms of the conveyance
agreement without revision.
Environmental Remediation Experience
Developers were graded "weak" if they had little or no experience working with Federal and State
environmental regulators on complex remediation projects, no experience securing environmental
insurance, and no experience with environmental remediation projects or working with the military
on privatized or military- retained environmental clean up. Developers were graded "moderate" if
they had experience working with environmental regulators on complex remediation projects, have
secured environmental insurance and have some experience working with the military on
environmental clean up. Developers were graded "strong" if they had extensive environmental
remediation experience, worked with environmental regulators routinely, have obtained
environmental insurance, and have participated in early transfers, with privatized clean up, of former
military bases.
The evaluation team's rating of each developer relative to each of the seven criteria is as follows:
It is important to note that the evaluation is based on a review of the developer's experience,
competencies and financial capability rather than the strength of individual consultants that may be
Catellus
Lennar
SunCal
United World
Infrastructure
Base Reuse/Relevant
Experience
Moderate
Strong
Moderate
Weak
Development
Competencies
Strong/Moderate
Moderate
Strong
Weak
Alameda Point Team
Qualifications
Moderate
Moderate
Strong/Moderate
Weak
Financial
Capability /Approach
Strong/Moderate
Moderate
Moderate
Weak
Development
Approach
Strong
Strong/Moderate
Strong
Moderate/Weak
Acceptance of
Existing Business
Terms
Moderate
Weak
Moderate
Strong
Environmental
Remediation
Experience
Strong/Moderate
Strong
Strong/Moderate
Weak
It is important to note that the evaluation is based on a review of the developer's experience,
competencies and financial capability rather than the strength of individual consultants that may be
Honorable Members of the
Alameda Reuse and Redevelopment Authority
February 7, 2007
Page 5
retained to assist in project development and implementation (e.g., architect, land planner,
environmental consultant, legal advisor, etc.). The evaluation matrix, along with developer
presentations and public comment at the ARRA Board meeting, will assist the ARRA Board in
selecting a new master developer for Alameda Point.
Next Steps
Once a master developer is selected, there will be a 60 -day period in which the selected developer
will conduct further due diligence to determine interest in entering into an Exclusive Negotiation
Agreement (ENA) with the ARRA for a 24- month entitlement period. The selected developer will
be required to deposit $100,000 for the 60 -day due diligence period which will be forfeited in the
event the developer does not to move forward. If the developer enters into an ENA for the project
entitlement period, a $900,000 deposit will be required. If the project is entitled and a conveyance
agreement is executed, the deposit will be credited against the purchase price. If the developer
terminates the ENA, the $900,000 deposit will be forfeited.
FISCAL IMPACT
There is no fiscal impact to selecting a master developer. The required deposits described above,
along with a cost recovery provision in the ENA, will ensure that the selected developer pays for the
ARRA's staff costs and consultant expenses.
RECOMMENDATION
Consider selection of a new master developer based on responses to the RFQ, participation in the
community open house, presentations to the ARRA Board, public comment received, and the
attached evaluation matrix. Following selection of a new master developer, authorize the Executive
Director to enter into a 60 -day exclusive due diligence period to negotiate an ENA with the selected
developer.
Respe fully submitted,
David Brandt
Assistant City Manager
By: ebbie ' otter
Acting Alameda Point Project Manager
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As a land developer, Catellus has
experience across residential, office,
industrial and retail uses. Catellus
indicates that they are a "one -stop
shop" with horizontal (land) and vertical
development capabilities across
product types. However, they are
experienced primarily in horizontal
development and nonresidential
vertical construction, and have
indicated that they will use multiple
third -party builders for residential
development, and will only do
commerciatindustrial vertical
development themselves.
Rating: Strong/Moderate
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Lennar Communities is a major
national homebuilding company. In
recent years, they have gotten into the
land development business, primarily
to secure lots for their homebuilding
business. Lennar would bring in
partners or do third -party land sales to
develop the nonresidential components
of the plan. They would seek to do as
much of the homebuilding as possible.
They focus on for -sale housing.
Rating: Moderate
Lennar
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SunCal is strictly a land development
company. They have substantial
experience in all facets of and
acquisition, entitlement, horizontal
development and marketing to third -
party builders and developers. SunCal
does not specialize in either residential
or commercial development. SunCal
indicates that it would finalize the and
use plan and design and will develop
all of the infrastructure for the project,
but will engage various residential
builders and commercial developers to
construct the buildings.
Rating: Strong
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UWI describes itself as a real estate
and infrastructure investment and
development management
organization. They provide "...project
and risk analysis, financial structuring,
capitalization and monetization
planning, feasibility studies, marketing,
tender management, evaluation and
contractual support'. UWI does not
appear to have development expertise,
per se, and they seem to have focused
primarily on large -scale infrastructure
projects, rather than land development.
Rating: Weak
United World Infrastructure
4. Financial
Capability /Approach
Catellus is an integral part of ProLogis,
a global REIT with a market
capitalization (shareholder equity) of
$5.5 billion in 2005. ProLogis has a
$3.4 billion global credit line, which
allows it to self- finance the Alameda
Point Project, including
predevelopment. While large and
higher risk mixed use developments
are familiar to the Catellus subsidiary
historicall such .ro'ects are new to
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Catellus
Lennar Communities is a publicly
traded company with a market
capitalization in excess of $5 billion at
the end of 2005. The company has a
strong track record of growth and
earnings, and has established
relationships with both equity and
lending financial sources. However,
Lennar's stock price has declined
significantly over the past 12 months.
Lennar indicates that it would most
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SunCal, a privately held company, has
established relationships with various
equity funding sources including
Lehman Brothers and Calsters
Pension Fund, and indicates that they
are expanding their relationships with
hedge funds and other private equity
concerns. They state that they have
the ability to purchase the Alameda
Point site without a financial partner
and in fact did •urchase the former
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Jumeirah Capital is the core ownership
of UWI. Funding for UWI comes from
very significant funds held by private
Middle Eastern families, primarily
derived from oil revenues. Jumeirah
Capital's balance sheet is atypical
relative to more conventional real
estate firms. Its assets are virtually all
retained earnings, and there are very
small liabilities. UWI indicates that it
can fund the .roject entirel from its
United World Infrastructure
5. Development Approach
Catellus acknowledges the Preliminary
Development Concept (PDC) as the
basis for its proposal. They mention
some possible refinements, including a
more diverse residential product mix,
and more retail. Catellus would expect
to do vertical development of retail and
office, and have multiple third -party
builders do the residential.
Rating: Strong
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Lennar acknowledges the vision in the
PDC, but would want to conduct
detailed due diligence on the plan and
work with the City and community to
refine it. They indicated that, based on
their extensive experience with base
reuse, they have various concerns with
the plan and the term sheet that they
would need to resolve.
On vertical development, Lennar would
give first opportunity to their home
building group. They would likely
+artner or do third -•art land sales for
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SunCal acknowledges the PDC as the
framework for development of
Alameda Point. They have mentioned
several areas where they might like to
explore refinement of the plan,
including the configuration and
requirements of the historic district,
and the early activation of the marina.
SunCal has also expressed a
willingness to explore a more
"visionary" land plan if desired by the
community.
SunCal would do only horizontal
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UWI proposes a "Green Island"
community that wit attract industries
involved in altemative energy and
alternative transportation technologies
associated with a CNCI. These
industries would be integrated with a
mixed - income residential community, a
town center and multiple neighborhood
commercial centers, transit facilities,
and ecologically oriented parks and
open space. In its interview with the
evaluation team, UWI has said that it
would not proceed with the project
without ma'or chan•es to the land +Ian.
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United World Infrastructure
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all the office, industrial and retail. LNR,
now a separate company from Lennar,
would be a candidate partner for
commerciaUndustrial uses, as would
KIMCO, and Wilson, Meany, Sullivan.
Rating: Strong/Moderate
Lennar
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development, using third -party builders
for the vertical. They would use
multiple builders, bring them in early in
the project, and use existing
relationships on other projects to
maximize land price. They typically
negotiate price or profit participation as
well.
Rating: Strong
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UWI did not reiterate that position at
the public open house and it is unclear
whether it is still a prerequisite to
completing the project.
Rating: Moderate/Weak
United World Infrastructure
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Catellus has substantial experience
with environmental remediation on a
variety of properties, including the
redevelopment of a former oil refinery
in Hercules and, to a lesser degree,
from its Bayport project in Alameda.
They have established relationships
with environmental regulators and
insurers, but have not engaged in
significant negotiations with the Navy
over environmental cleanup programs
and funding. They indicate that they
are the largest real estate client for the
insurer, AIG.
Rating: Strong/Moderate
Catellus
Lennar has extensive experience with
environmental remediation as a result
of their base reuse activities, and has
developed working relationships with
state and federal regulators,
environmental consultants, and
insurance companies. They also have
been involved extensively in
negotiations with the Navy on
environmental mitigation and
conveyance issues. Lennar is the only
developer who has been involved in a
transfer under a Finding of Suitability
for Early Transfer.
Rating: Strong
Lennar
SunCal will be remediating asbestos
and lead based paint contamination as
they demolish existing structures on
the site of the former Oak Knoll Naval
Hospital in Oakland. They have also
been responsible for toxics remediation
in the course of demolishing the 2.5
million- square foot former campus of
Hughes /Raytheon for the Amerige
Heights project in Fullerton, California.
Rating: Strong/Moderate
SunCal
One of the UWI team members is
described as specializing in
sustainable housing and property
environmental remediation, but listed
projects do not appear to involve the
type of remediation work required for
Alameda Point.
Rating: Weak
United World Infrastructure