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2007-08-07 ARRA PacketThe Regular Meeting of the Alameda Reuse & Redevelopment Authority (ARRA) scheduled for August 1, 2007 has been canceled. A Special Meeting is scheduled for Tuesday, August 7, 2007. REVISED AUGUST 6, 2007, 2:25 PM 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 2. CONSENT CALENDAR Tuesday, August 7, 2007 Meeting will begin at 7:31 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 July 18, 2007. 2 -B. Approve the minutes of the Special Joint Meeting of the City Council /Alameda Reuse and Redevelopment Authority /Community Improvement Commission of July 18, 2007. 3. REGULAR AGENDA ITEMS 3 -A. Approve a 12 -Month Contract with Economic & Planning Systems, Inc. in the Amount of $185,000 to Provide Negotiation Support and to Conduct a Fiscal Impact Analysis for the Redevelopment of Alameda Point. 3 -B. Authorization for the Executive Director to Initiate Negotiations for a Short Term Large Parcel Lease and Caretaker Agreement for the Former Alameda Naval Air Station North Housing Complex 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 This meeting will be cablecast live on channel 15. Notes: REVISED AUGUST 6, 2007, 2:25 PM REVISED AUGUST 6, 2007, 2:25 PM ARRA Agenda — August 7, 2007 Page 2 • 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. REVISED AUGUST 6, 2007, 2:25 PM APPROVED MINUTES OF THE SPECIAL MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, July 18, 2007 The meeting convened at 7:10 p.m. with Chair Johnson presiding. 1. ROLL CALL Present: Chair Beverly Johnson Boardmember Marie Gilmore Boardmember Doug deHaan Boardmember Frank Matarrese Vice Chair Lena Tam 2. CONSENT CALENDAR 2 -A. Approve the minutes of the Regular Meeting of June 6, 2007. 2 -B. Review and Approve Subleases for Antiques by the Bay at Alameda Point. Approval of the Consent Calendar was motioned by Member deHaan, seconded by Member Gilmore and passed by the following voice votes: 5 ayes, 0 noes, 0 abstentions. 3. REGULAR AGENDA ITEMS 2 -A 3 -A. Alameda Point Environmental Remediation Update: Installation Restoration Site 1. Debbie Potter, Base Reuse and Community Development Manager, gave an update on the IR Site 1 project. On May 8, ARRA directed staff to send a comment letter to the Navy regarding their proposed plan for the clean -up. At the next RAB meeting, Member Matarrese, as the ARRA liaison, determined that it was appropriate for ARRA to work directly with EPA, and that the EPA reconsider its oversight and participation with the Navy's process for recommending cleanup. Staff sent a letter to EPA requesting that more data analysis was needed before the Navy determines a clean -up recommendation. Navy agreed to do additional trenching as recommended by ARRA and confirmed that they will also be undertaking a data gap analysis. The update was for information only and no action from the Board was required. 3 -B. Authorize PM Realty Group to Enter into a Contract with Clyde G Steagall, Inc. for Construction Management Services for Pier 2 Electrical Upgrades at Alameda Point with a Total Project Cost Not to exceed $1,719,000. Leslie Little, Development Services Director, gave an overview of the Pier 2 upgrade project, stating that in April of 2006, the ARRA approved a new 20 -year lease with MARAD. Under that lease agreement, ARRA is obligated to make repairs on the piers, specifically electrical upgrades for the piers. Member deHaan expressed concern that the project cost is significantly higher (almost doubled) than the original estimate of $900,000 - $1M. Nanette Banks explained that the original cost estimate was based on the Pier 3 repair estimate of 1999. With Pier 2 in worse condition, and the design for the electrical upgrade more complex, the cost increased. She also explained that the fund balance in 20 -year spreadsheet is sufficient to pay for this project. Member Matarrese was concerned about the maintenance that is being deferred to pay for this, as mentioned in the staff report. Ms. Banks and Ms. Little confirmed that maintenance is NOT being deferred at all, that they established a "reserve" budget for maintenance issues in the event funds were needed, but there is no "maintenance schedule" and that $100,000 for pier maintenance was not used over a two -year period. Member Matarrese stated that MARAD's resources are greater than ours. Chair Johnson suggested that staff have a conversation with MARAD about subsidizing this project so that ARRA isn't the sole bearer of the cost. Staff agreed to bring this item back to the Board at its next meeting. 3 -C. Approve a Contract with Universal Protection Service in an Amount Not to Exceed $200,000 for Private Security Service at Alameda Point. Leslie Little discussed the challenges in securing the buildings and preserving the historical aspects of Alameda Point. The ARRA has an obligation under the L.IFOC to manage these assets and protect and preserve buildings so that they can be turned over to a new use. Even with the current mechanisms (new motion sensors, PM Realty staff patrol, etc.) in place to secure the buildings, break -ins, theft, and vandalism still occur. APD has recommended we increase security patrol, and they have committed to help train and position the private security. Chair Johnson brought up the question whether this cost is reimbursable by the master developer. Ms. Little said that we have not yet had this conversation with the master developer. She explained that the transfer of the buildings will happen in phases, and when they are transferred, the responsibilities will also transfer. The ultimate resolution for the ARRA regarding this issue is the quick transfer of the property, as deterioration occurs exponentially as time passes. Member deHaan motioned to approve the contract, seconded by Member Gilmore and passed by the following voice votes: 5 ayes, 0 noes, 0 abstentions. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB) representative. The RAB did not meet officially last month, but there was a meeting of members without the Navy on July 5`h. At this meeting, members, reiterated concerns of major sites: Site 1 and 2. Other areas of concern were the Coast Guard Housing site where there has been some remediation, some plumes north of Bayport; and the site east of Seaplane Lagoon, (Bldg. 360). These issues will be brought back to the full RAB meeting with the EPA and Navy representatives at the next meeting the first week of August. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no speaker slips. 6. COMMUNICATIONS FROM THE GOVERNING BODY None. 7. ADJOURNMENT Meeting was adjourned at 7:52 by Chair Johnson. Respectfully submitted, Irma Glidden ARRA Secretary Approved Minutes of the Special Joint Meeting of the City Council, Alameda Reuse and Redevelopment Authority, and Community Improvement Commission Wednesday, July 18, 2007 The meeting convened at 7:53 p.m. with Mayor /Chair Johnson presiding. 1. ROLL CALL Present: Mayor /Chair Beverly Johnson Councilmember /Boardmember /Commissioner Marie Gilmore Councilmember /Boardmember /Commissioner Doug deHaan Councilmember /Boardmember /Commissioner Frank Matarrese Vice Mayor /Boardmember /Commissioner Lena Tam 2. REGULAR AGENDA ITEMS 2 -B Item 2 -A. Recommendation to Approve Exclusive Negotiation Agreement (ENA) between ARRA, CIC, City of Alameda (Alameda) and SCC Alameda Point, LLC ( SunCal). Leslie Little, Development Services Director, introduced staff and those involved in the ENA process: for SunCal was Bill Myers, Amy Freilich, their Counsel, and Steve Elieff, President of SunCal. For ARRA was Matt Fragner, Real Estate transaction attorney and special Counsel to the ARRA, and Jim Musbach Financial Consultant from EPS. Ms. Little gave a powerpoint presentation as an overview of the ENA process, citing the purpose of the ENA: - Define redevelopment and entitlement process for Alameda Point Provide a framework for negotiation of a Disposition and Development Agreement Establish a process for negotiating and executing various other transaction documents. Included in the presentation was a summary of the major terms of the ENA, including the length of term, schedule of performance, initial payment and cost recovery, project labor agreement, fiscal neutrality, project pro forma, existing city leases, and transfers. Next steps included: - SunCal to provide a pre - development schedule for achieving mandatory and non- mandatory milestones within 30 days to be updated quarterly SunCal, in conjunction with ARRA staff, to commence project planning and negotiations At the conclusion of the presentation, there was concern by all Councilmembers /Boardmembers/ Commissioners of three issues included in the ENA, specifically regarding: 1) the financial structure and knowledge of who the financial partners are before the DDA process, including the reference to the 5% contribution relative to the DDA; 2) the liability of the acquisition price of $108.5M ; and 3) prohibiting transfers during the ENA period. At 9:50 p.m., Mayor /Chair Johnson called a recess so that the SunCal team could discuss these issues with their principals. The meeting reconvened at 10:22 p.m. Matt Fragner, with the Councilmember'sBoardmember's /Commissioner's approval, revised and recited the precise language modifying the three specific issues of the ENA. CouncilmemberBoardmember /Commissioner deHaan motioned to approve the ENA with the modifications to the specific sections in the ENA. Motion was seconded by Vice Mayor/Boardmember /Commissioner Tam and passed by the following voice votes: 5 Ayes, 0 Noes, 0 Abstentions. 3. ADJOURNMENT Meeting was adjourned at 11:27 by Mayor /Chair Johnson. Respectfully submitted, Irma Glidden ARRA Secretary Alameda Reuse and Redevelopment Authority Interoffice Memorandum August 7, 2007 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita, Executive Director 3 -A SUBJ: Approve a 12- Month Contract with Economic & Planning Systems, Inc., in the Amount of $185,000 to Provide Negotiation Support and to Conduct a Fiscal Impact Analysis for the Redevelopment of Alameda Point BACKGROUND At its October 4, 2006, meeting, the Alameda Reuse and Redevelopment Authority (ARRA) authorized staff to issue a Request for Qualifications (RFQ) to deteimine if there were developers interested in becoming the new Alameda Point Master Developer. SCC Acquisitions, Inc., (SunCal) responded to the RFQ through initial and subsequent responses. On May 8, 2007, the ARRA selected SunCal as its Master Developer and established a 60 -day due diligence and Exclusive Negotiation Agreement (ENA) negotiation period. The due diligence period was completed, and the ENA between SunCal and the ARRA, Community Improvement Commission (CIC), and City Council was approved on July 18, 2007. The ENA includes cost recovery provisions that require SunCal to reimburse the ARRA for its pre - development costs, including third -party consultant and legal costs and ARRA staff time. Upon approval of the ENA, including the cost recovery budget, ARRA staff commenced efforts to execute agreements with third -party consultants in preparation for upcoming negotiations with SunCal. ARRA staff selected Economic & Planning Systems, Inc. (EPS) to provide real estate economic consulting services to the ARRA for a total contract amount of $185,000 during the first year of the two -year pre - development period. This contract will be amended next year to cover EPS' expenses for the second year of the ENA period. The proposed contract is attached. DISCUSSION EPS provided economic consulting services to the ARRA during the previous ARRA -led pre - development period, which included negotiations with the Navy and preparation of the preliminary development concept. As a result, EPS has in -depth knowledge of the opportunities and constraints presented by the Alameda Point project site and the provisions of the draft Navy Term Sheet. In addition, EPS has extensive experience working on other large - scale reuse and redevelopment projects throughout the State, including former Navy bases such as Hunter's Point Naval Shipyard and Naval Station Treasure Island in San Francisco, and Tustin Marine Corps Air Station in Tustin, California. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority • August 7, 2007 Page 2 EPS will be responsible for conducting an update to the existing fiscal impact analysis over the next several months. That analysis will be a strategic tool for evaluating the impacts of the proposed Alameda Point redevelopment project on the City's annual General Fund budget and ensuring that the City's goal of fiscal neutrality is met. EPS will also provide ongoing support during the negotiation of the business plan, including the project pro forma; changes to the development concept; a Conditional Acquisition Agreement, if applicable; and a Disposition and Development Agreement. The following describes these tasks in greater detail: Fiscal Impact Analysis EPS will work closely with ARRA staff and the City's Finance Department to prepare an update to the existing fiscal impact analysis that will estimate the impact the proposed Alameda Point redevelopment project will have on the City's current and future fiscal situation. The previous fiscal impact analysis was conducted nearly five years ago. It is important to update the baseline assumptions underlying the previous fiscal analysis to ensure that they reflect the City's current financial situation. As part of the update, EPS will analyze the City's current standards for providing services and conduct interviews with relevant City departments to estimate the future revenue and service cost requirements of the proposed Alameda Point project. Once SunCal proposes a development concept, EPS will evaluate the annual net fiscal impacts of the proposed concept and develop financing alternatives to mitigate the adverse impacts of the project for those years in which costs exceed revenues. The results of this analysis will be incorporated into the financial pro forma for the project. Negotiation Support As directed by ARRA staff, EPS will participate in meetings with SunCal and the Navy, as appropriate, and provide ongoing analytical and strategic support to the ARRA in negotiations regarding business tends, revisions to the development plan, conditions of property transfer, and the project pro forma. Specifically, EPS will assist in the evaluation of market values, absorption rates, phasing, land uses, fiscal mitigation, financing mechanisms, public improvements, and infrastructure requirements and costs. EPS will also control and maintain the "project pro forma" for the project, jointly prepared with SunCal. BUDGET CONSIDERATION / FINANCIAL IMPACT There is no financial impact on the General Fund, CIC, or ARRA budgets. The cost recovery provision in the ENA will ensure that SunCal pays for ARRA staff costs and consultant expenses. RECOMMENDATION Approve a 12 -month contract with Economic & Planning Systems, Inc., in the amount of $185,000 to provide negotiation support and to conduct a Fiscal Impact Analysis for the redevelopment of Alameda Point. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority August 7, 2007 Page 3 Leslie Little Development Services Director Attachment: 1. EPS Contract G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\2007 \08 August \2 -A EPS coutract.doc CONSULTANT AGREEMENT THIS AGREEMENT, entered into this 7th day of August 2007, 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 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 7th day of August 2007, and shall terminate on the 31st day of August 2008, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Attachment "A" and Attachment "B" which are 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 $145,000.00 as set forth in Attachment "A" and in the amount not to exceed $40,000.00 as set forth in Attachment `B" which are attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the ARRA. 4. TIME IS OF THE ESSENCE: Consultant and ARRA agree that time is of the essence regarding the performance of this Agreement. CPS August 2007 Page 1 of 8 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. BOLD 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. PAS' August 2007 Page 2 0 /.8 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 10A, 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. _rsrS August 2007 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. Page 3 ON 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 August usi 2007 Page 4 of 8 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 Iiability 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. EP.S' August 2007 Page .5 of S D. All Reports required to be provided by this A recycled paper. All Reports shall be copied on both sides of the which shall be single sided. greement shall be printed on paper except for one original, E. No Report, information or other data given to Consultant pursuant to this Agreement shall be made available to by Consultant without prior approval by ARRA. or prepared or assembled by any individual or organization 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: Jennifer Ott 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: Richard Berkson August 2007 Page b of 8 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 tens, 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. EPS Aaguct 2007 Page 7Ufa 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. ALAMEDA REUSE & ECONOMIC PLANNING & SYSTEMS, INC. REDEVELOPMENT AUTI- IORITY A \ ( By: `I Title: Walter F. Kieser Managing Principal � A644 James R. Musbach Managing Principal August 2007 Debra Kurita Executive Director RECOMMENDED FOR APPROVAL: Leslie A. Little Development Services Director eb ie `otter, Manager Base Reuse & Community Development APPROVED AS TO FORM: Teresa Highsmith City Attorney Page 8 08 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 negotiations with prospective developers and the United States Navy to facilitate the transfer and development of the Alameda Naval Air Station (NAS). EPS proposes the following Scope of Work in assisting the City with ongoing NAS negotiations. After several years of planning and negotiations, the developer originally selected opted not to proceed with the development. The City issued a Request for Qualifications to solicit other developers to assume the Master Developer role for NAS and proceed with negotiations with the City and Navy. The City recently approved an ENA with a new developer and will proceed with negotiations. Tasks to be performed by EPS to support the negotiation process are described below. SCOPE OF WORK TASK 1: NEGOTIATION SUPPORT Over the past several years, EPS has participated in numerous strategic and technical meetings with the City, APCP, and the Navy to discuss the development project. In addition, EPS has created and maintained the Alameda Point project pro forma that documents the various development revenue and cost projections as well as policy decisions (public financing, fiscal mitigation, public benefits, etc.) made by the ARRA Board. These materials are key to understanding the implications and sensitivity of the development economics to various choices and deal points to be made by the City, the Navy, and the developer. As directed by the City, EPS will participate in meetings with the City, the selected Master Developer, and the Navy, as appropriate, and provide ongoing analytical and strategic support to the City of Alameda in negotiations regarding the possible amendment of the existing plan documents, business terms, financial pro forma, and the terms and conditions of a transfer of NAS to the City, and subsequent disposition of the property to the Master Developer. EPS will assist in the evaluation of 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, and provide strategic input to the business terms of the Development and Disposition Agreement and supporting documents, as directed by the City. A -1 P:1 I4000s \ 1 -0Ol:nlnpoinl \ Admin \Contract \ Ncga(li \ All A.dor Attachment A Scope of Work Julie 24, 2007 MANAGEMENT, STAFFING AND BUDGET Jim Musbach, Managing Principal, will serve as Principal -in- Charge of this effort. He will be responsible for overall direction of the firm's efforts and will provide strategic input and assistance in the formulation of business terms. Working closely with Mr. Musbach will be Richard Berkson, Principal, who will serve as day -to -day Project Manager, providing analytical and strategic support as well as taking primary responsibility for proforma financial analysis. Additional EPS staff will be called upon as necessary for research and analysis tasks. The duration and intensity of the negotiations with the Master Developer and the Navy are difficult to predict. For purposes of this Scope of Work, it is assumed that EPS will provide support for negotiations on a time and materials basis with a total budget not to exceed $290,000 ($145,000 per year) without prior authorization from the City. Charges for consultant time are based on the amount of time actually spent, billed at standard hourly rates (see attached rate sheet), plus reimbursement for out -of- pocket expenses without markup. Invoices are submitted monthly and are payable upon receipt. A -2 P :A14000s\ 1401201npoint A AdmioACoohmi\ Nr,1n )7A AltA,dnr ATTACHMENT B WORK PROGRAM ALAMEDA POINT REDEVELOPMENT FISCAL IMPACT ANALYSIS This Work Program describes the effort by Economic & Planning Systems, Inc. (EPS) to assist the City of Alameda to update and maintain a fiscal impact model pertaining to the redevelopment of Alameda Point. The fiscal impact model is intended to identify any ongoing costs associated with the delivery of public services (police, fire, etc.) to Alameda Point during and following the buildout of the project. The model will also calculate the ongoing stream of public revenues from the project (property taxes, sales taxes, etc.), and determine the extent to which those revenues offset the public service costs. For any years in which service costs are projected to exceed public revenues, the model will be used to determine an appropriate means of recovering those costs from the developer and /or occupants of the development to ensure that the City's goal of "fiscal neutrality" is met. TASK 1: PROJECT INITIATION AND GUIDING PRINCIPLES EPS will meet with City staff to discuss the contents and desired policy assumptions to be included in the fiscal impact model. It is currently anticipated that the model will account for the full costs of providing services to the occupants and facilities at Alameda Point, but will also enable certain adjustments to estimate the "fair share" service costs attributable to Alameda Point occupants rather than the occupants of other nearby developments or the City at large. As part of this initial effort, EPS will work with representatives from the City's Finance and Development Services departments and the City Manager's office to create a set of "Guiding Principles" for the fiscal impact analysis, establishing the preliminary ground rules for the analysis. For example, the Guiding Principles may state that the fiscal impact analysis will assume that the Alameda Point project will receive public services at the level enjoyed by the existing residents and workers in Alameda, and thus will not be subject to more burdensome standards. TASK 2: DEVELOPMENT SCENARIO DEFINITION Using the Preliminary Development Concept (PDC) as a guide, EPS will define the development scenario(s) to be incorporated into the fiscal impact model. The Alameda Point project is conceived as multiple phases with multiple product types. Working with the City and the previous project pro forma, EPS will define the development programming, property value, and phasing assumptions to be incorporated into the fiscal impact analysis model. These assumptions can be changed as the plan for Alameda Point evolves, but will serve to provide a framework for the initial fiscal impact analysis. B -1 1': A 74000x \ 14012alapuint \ Armin V Canirac1 \ Fisca)07 \ A tt11.dnr Attachment 0 Work Program July 24, 2007 TASK 3: ANALYSIS OF CURRENT CITY STANDARDS To establish a baseline of current standards for public services, EPS will evaluate the City's most recent General Fund budget, General Plan, and other policy documents as appropriate. Information gleaned from this review will include, without limitation, the City's current standards for the following: • Police and fire facilities and staffing • Library and park facilities and staffing • Public facilities operations and maintenance expenditures • City administrative costs By establishing the current City standards, EPS will be able to determine whether the projected or requested service levels derived through departmental interviews (Task 4) meet, exceed, or fall short of the service levels enjoyed by other Alameda residents and workers. TASK 4: PUBLIC SERVICE COST PROJECTIONS The Alameda Point redevelopment will be unique in the City for various reasons, including the location and scale of the development as well as the fact that certain facilities and services are already being provided while others will be new. To ensure that each affected City service department understands the nature of the Alameda Point development and the potential impacts on their department's staffing and expenditures, EPS will conduct interviews with department representatives to discuss the services currently provided to Alameda Point, the nature and timing of additional services required for new development on the site, and the costs of staffing and other departmental expenses associated with such new services. EPS and the department representatives will also discuss the availability of various funding sources for such departmental expenses, including dedicated revenue sources, inter- governmental grants, etc. EPS will review the individual departments' inputs with representatives from the City Finance department, Development Services department, and City Manager's office to ensure that all of these stakeholders understand and concur with the assumptions regarding service levels, facility needs, etc. TASK 5: PUBLIC REVENUE PROJECTIONS The development of Alameda Point will generate significant public revenues. While some of these revenues may be used to help finance infrastructure investments and other capital costs associated with the new development, others will be available for the City's General Fund. Also, some of these revenues will be generated directly by the new B -2 P:v 74000sv 14012alapantty Ad,,,iuvContracilFisra1071AtiRdoc Attachment 0 Work Program holy 24, 2007 development, while other revenues are allocated from state government based on population and thus will increase as a result of the new development. Examples of revenue sources to be considered include, without limitation, the following: • Property taxes • Sales taxes • Fines and forfeitures • Property transfer taxes • Franchise fees • Business license taxes • Motor Vehicle in -lieu • Gas taxes EPS will work with the City's Finance department, Development Services department, and City Manager's office to determine appropriate methods for projecting these revenues and incorporate those assumptions into the fiscal impact model. TASK 6: ANALYSIS OF NET FISCAL IMPACTS The fiscal impact model will project the public service expenditures and the public revenues on an annualized basis during and following the buildout of the Alameda Point project. In some years, the fiscal impact of the project may be positive — that is, public revenues generated may exceed the costs of public services. In years in which the fiscal impacts are negative (costs exceed revenues), EPS will identify the magnitude of these cost overruns by year, cumulatively, and in terms of their present value. These figures will serve as the basis of any fiscal mitigation payments or vehicles incorporated into the overall Alameda Point development pro forma and negotiations. TASK 7: ANALYSIS OF FINANCING ALTERNATIVES The negative fiscal impacts to the City can be mitigated through a variety of alternative financing arrangements. In this task, EPS will evaluate the potential impacts of alternative mitigation approaches, including lump sum payments and annuities, on the feasibility of the overall project to the developer as well as the City's ability to fund its necessary services. In addition, EPS will consider alternative financing arrangements that may shift some of the burden of service costs away from either the City or the developer, such as community services districts. EPS will work with the City to explore the impacts of such arrangements on the quality and reliability of services, the value and /or marketability of the development at Alameda Point, and the developer's financial returns and needs for public subsidy. B -3 1': v 14000s v'14012aInjurinf v Admiu v Cauf rncf v Fiscn107v Af f G.dar Attachment e Work Program July 24, 2007 TASK 8: ONGOING NEGOTIATIONS AND PRESENTATIONS The new master developer entity selected for Alameda Point will have a strong interest in the assumptions and implications of the fiscal impact model as it affects their financial responsibilities and risks. The City Council, the Navy, and other community stakeholders may also wish to engage the issue of fiscal neutrality as they consider the merits of the redevelopment of Alameda Point. On a time - and - materials basis, EPS will participate in discussions and negotiations with the master developer and Navy, as well as presentations to City Council and other stakeholders. MANAGEMENT, STAFFING AND BUDGET Jim Musbach, Managing Principal, will serve as Principal -in- Charge of this effort. He will be responsible for overall direction of the firm's efforts and will provide strategic input and assistance in the formulation of business terms. Working closely with Mr. Musbach will be Richard Berkson, Principal, providing analytical and strategic support as well as taking primary responsibility for fiscal research and analysis. Additional EPS staff will be called upon as necessary for research and analysis tasks. EPS will prepare the fiscal analysis on a time- and - materials basis with a total budget not to exceed $40,000 without prior authorization from the City. Charges for consultant time are based on the amount of time actually spent, billed at standard hourly rates (see attached rate sheet), plus reimbursement of out -of- pocket expenses without markup. Invoices are submitted monthly and payable upon receipt. Participation in ongoing negotiations with the new master developer, discussions and presentations to the Navy, City Council and other stakeholders may require an amendment to the budget amount, depending on the extent of EPS participation. SCHEDULE EPS is prepared to begin work immediately upon receiving written authorization to proceed. We anticipate that a project initiation meeting, per Task 1, will be scheduled immediately. At that meeting, a schedule will be developed for meetings and working sessions with City staff to verify the development scenario (Task 2), document a development scenario (Task 3), and interview departments. It is anticipated that an administrative draft fiscal analysis will be completed within six to eight weeks following completion of the department interviews. This analysis will be subject to further City staff review, followed by discussions and review with the master developer. EPS will revise the draft analysis as appropriate in response to City comments. The document will include a summary findings, as well as documentation of key assumptions and analysis. B -4 P: \14000.s \14012alapoint \AJmin \Contract \Fiscnl071Affl3.dnr Alameda Reuse and Redevelopment Authority Interoffice Memorandum August 7, 2007 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita Executive Director SUBJECT: Authorization for the Executive Director to Initiate Negotiations for a Short Term Large Parcel Lease and Caretaker Agreement for the Former Alameda Naval Air Station North Housing Complex BACKGROUND The Alameda Naval Air Station was closed in April 1997. Prior to closure, and pursuant to the procedures of the federal base closure process, several federal agencies filed paperwork to secure the transfer of portions of the base property to those agencies. In particular, the U.S. Fish & Wildlife Service applied for the transfer of over 500 acres of property in the southeast portion of the base for a proposed National Wildlife Refuge for the California Least Tern, and the U.S. Coast Guard applied for the conveyance of the base housing property immediately north of the Fleet Industrial Supply Center (the Marina Village Housing Complex and the North Housing Complex). As a result, the Alameda Reuse and Redevelopment Authority's proposed Economic Development Conveyance application did not include these properties. Shortly after the closing of the base, the U.S. Coast Guard took occupancy of the Marina Village and North Housing complexes under a large parcel lease and caretaker agreement. However, in 2006, after protracted negotiations with the Navy, the U.S. Coast Guard withdrew its request for the conveyance of the North Housing Complex and proceeded to vacate the property. The Coast Guard's caretaker agreement for the property expires at the end of August of 2007. In July of 2007, the ARRA formally requested that the Navy allow it to enter onto the North Housing Complex site in order to maintain, at the ARRA's sole cost, the park property along the north side of the complex. ARRA's letter to the Navy is attached. Although the ARRA has yet to receive a response to that request, the U.S. Coast Guard has informed staff that it intends to reinitiate the irrigation of the park property this week. DISCUSSION Since the Coast Guard vacated the North Housing Complex, its caretaker activities have significantly decreased, and the condition of the property has begun to deteriorate. ARRA staff is not confident that the level of maintenance will improve when the Navy takes control of the property after the expiration of the Coast Guard's caretaker agreement. Given its experience at the FISC and Alameda Point, ARRA staff believes that widespread vandalism of the property can only be avoided if the property remains substantially occupied. A large number of the single- family units at Alameda Point have been leased out at market rates through a contract with Gallagher and Lindsey, and that property has been well maintained and generates sufficient income for the ARRA to adequately Honorable Members of the Alameda Reuse and Redevelopment Authority August 7, 2007 Page 2 maintain that property. Staff proposes that the ARRA enter into a similar property management arrangement with a private property management and leasing company for the North Housing Complex. RECOMMENDATION Authorize staff to propose to the Navy that the ARRA enter into a large parcel lease and caretaker agreement for the North Housing Complex, including the park property at the northern edge of the Complex, and also initiate informal bidding to identify a property management entity to manage and maintain the North Housing Complex. Respe ily submitted, David Brandt Deputy Executive Director Attachment July 12, 2007 City of Alameda • California Mr. Alan K. Lee, Base Closure Manager Base Realignment & Closure Program Management Office West 1455 Frazee Rd., Ste. 900 San Diego, CA 92108 -4310 Dear Alan: The City of Alameda Recreation and Park Department provides athletic field space to thousands of youth and adults annually. Due to the ever increasing popularity of both youth and adult sports leagues the demand has traditionally exceeded the space available. In order to assist in easing the shortage of field space the City entered into an agreement with the U.S. Coast Guard for use of the Estuary Park Field located along Mosley Avenue in Alameda, California. The agreement executed in 2004, provided that the City of Alameda and Recreation & Park Department would schedule and monitor use of the site. The withdrawal of Coast Guard personnel in fall 2006 resulted in an elimination of maintenance to the site and rendered the field unsafe for play. Representatives from the City contacted the appropriate Coast Guard staff and offered to complete some repairs and upgrades to the site. This request was never acknowledged. The City continues to be very interested,in securing use of the field and would like to meet with the Navy to explore the options for completing the required repairs, assuming responsibility for the ongoing maintenance of the site, and scheduling play for youth and adult sports leagues. We look forward to working with the Navy to make this very valuable resource available to the public. Please contact me at (510) 749 -5833 or Dale Lillard, Alameda Recreation & Parks Director, at (510) 747 -7570 for any questions or additional information. S ' ely, bie - otter, Manager Base Reuse & Community Development DP:DL:bf Cc: David Brandt, Assistant City Manager Dale Lillard, Alameda Recreation & Parks Director Amy Jo Wileman, BRAC PMO Alameda *creation eh Parks 2226 Santa Clara Avenue .Alameda, CA 94501 510 - 747 -7529 •Faa510- 747 -7566 • ?1DD 510-522-7538 ARRA Attachment to Agenda Item #3 -B 08 -07 -07