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2006-11-01 Special CC ARRA CIC PacketCITY OF ALAMEDA • CALIFORNIA SPECIAL JOINT MEETING OF THE CITY COUNCIL AND ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (ARRA) WEDNESDAY - - - NOVEMBER 1, 2006 - - -6:00 P.M. Time: Wednesday, November 1, 2006 6:00 p.m. Place: City Council Charbers Conference Room, City Hall, corner of Santa Clara Avenue and Oak Street Agenda: 1. Roll Call 2. Public Comment on Agenda Items Only Anyone wishing to address the Council /Authority on agenda items only, may speak for a maximum of 3 minutes per item. 3. Adjournment to Closed Session to consider: CITY COUNCIL 3 -A. CONFERENCE WITH LABOR NEGOTIATORS Agency negotiators: Craig Jory and Human Resources Director Employee organizations: Alameda City Employees Association, International Brotherhood of Electrical Workers (IBEW), Management and Confidential Employees Association, Executive Management Group, and Police Association Non -Sworn ARRA 3 -B. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (54956.9(a) Name of case: Alameda Reuse and Redevelopment Authority, ASBCA No. 54684 - Under Contract No. N62474- 97- RP -00P68 4. Announcement of Action Taken iyC osed Session, if any. 5. Adjournment Beverly ��on Mayor Chair, A e a euse and Redevelopment Authority CITY OF ALAMEDA • CALIFORNIA SPECIAL MEETING OF THE CITY COUNCIL WEDNESDAY - - - NOVEMBER 1, 2006 - - - 6:50 P.M. Time: Wednesday, November 1, 2006, 6:50 p.m. Place: Council Chambers Conference Room, and Council Chambers, City Hall, corner of Santa Clara Avenue and Oak Street Public Comment Anyone wishing to address the Council on the agenda item only may speak for a maximum of 3 minutes 1. Roll Call - City-Council 2. PROCLMATIONS, SPECIAL ORDERS OF THE DAY AND ANNOUNCEMENTS 2.A Proclamation declaring November 6 through 11, 2006 as Alameda Fire Department Recognition week. 3. AGENDA ITEMS 3 -A. Final Passage of Ordinance Reclassifying and Rezoning Approximately 4.8 -Acres Located at 2241 and 2243 Clement Avenue from M -2, General Industrial (Manufacturing) District to R -2 /PD, Neighborhood Residential /Planned Development Combining District. [Requires four affirmative votes] (Planning and Building) 4. Adjournment - City Council Beverly n, Mayor Sign language interpreters are available; requests must be made at least 72 hours prior to the Meeting. Equipment for the hearing impaired is available. Accessible seating for persons with disabilities, including those using wheelchairs, is available. Minutes of the meeting available in enlarged print. Audio Tapes of the meeting are available upon request. Please contact the City Clerk at 747 -4800 or TDD number 522 -7538 at least 48 hours prior to the meeting to request agenda materials in an alternative format or any other reasonable accommodation that may be necessary to participate in and enjoy the benefits of the meeting. CITY OF ALAMEDA • CALIFORNIA SPECIAL MEETING OF THE COMMUNITY IMPROVEMENT COMMISSION WEDNESDAY - - - NOVEMBER 1, 2006 - - - 6:55 P.M. Location: City Council Chambers, City Hall, corner of Santa Clara Avenue and Oak Street. Public Participation Anyone wishing to address the Commission on agenda items or business introduced by the Commission may speak for a maximum of 3 minutes per agenda item when the subject is before the Commission. Please file a speaker's slip if you wish to speak. 1. ROLL CALL - Community Improvement Commission 2. CONSENT 2.A Recommendation to authorize the Executive Director to enter into Contracts with the Park Street Business Association (PSBA) in the amount of $108,020 and the West Alameda Business Association (WABA) in the amount of $98,200 for Fiscal Year 2006 -07. 2 -B. Recommendation to approve Amendment to Predevelopment Agreement with the Alameda Unified School District for Affordable Housing at the Island High School Site. 3. AGENDA ITEM None. 4. ADJOURNMENT - Communi prov ment Commission Beverly J Community ve air ent Commission AGENDA 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, November 1, 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 October 4, 2006. 2 -B. Recommendation to approve consultant agreement with Moffatt & Nichol Engineers for Pier Condition Analysis at Alameda Point in an amount not to exceed $170,226 3. REGULAR AGENDA ITEMS 3 -A. Alameda Point Project Update 3 -B. Alameda Point Environmental Remediation Update: Western Shoreline — IR Sites 1,2, and 32, Soil at IR Site 25 (Coast Guard North Housing), and Compliance with Marsh Crust Ordinance 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. .1101•■•■•••■•Im Proclamation Whereas, the Alameda Fire Department provides the City's residents and businesses with a safe and secure environment as the fire and medical safety department for the City of Alameda; and Whereas, the sworn safety officers and civilian staff consistently strive to provide the highest quality of service to the City's diverse community; and Whereas, the members of the Alameda Fire Department often put their lives at risk to ensure and protect the safety of others; and Whereas, on November 8, 2006, the Kiwanis Club of Alameda will, on behalf of the entire community, say thank you to the members of the Alameda Fire Department for their dedication to service; and Whereas, we, the City of Alameda, now honor the members of our Alameda . Fire Department, as it is fitting that the members of this excellent organization be recognized for their outstanding service they provide to the community; NOW THEREFORE, 1, Beverly J. Johnson, Mayor of the City of Alameda, do hereby declare November 6 through 11, 2006 as Alameda Fire Department Recognition Week in the City of Alameda and join with our citizens as we recognize and express our gratitude to the Alameda Fire Department for serving our community and making it a great place to live and work. Beverly J. Johnson Mayor Agenda Item #2 -A 11 -1 -06 CC CITY OF ALAMEDA Memorandum DATE: November 1, 2006 TO: Honorable Mayor and Councilmembers FROM: Debra Kurita City Manager RE: Final Passage of an Ordinance Rezoning Portions of Property Located at 2241 and 2243 Clement Avenue from M -2, General Industrial (Manufacturing) District to R -2, Two Family Residence District and PD, Planned Development Combining District (R- 2 /PD). BACKGROUND At the October 17, 2006 Council meeting, the Council requested additional information about the differences between the R -2, Two Family Residence District and the R -4, Neighborhood Residential District. The following table outlines the major differences between the development standards for residential development in the R -2 and R-4 zoning districts. In summary, the R -2 zoning district development standards ensure that less of the lot is devoted to buildings, that the buildings are slightly shorter, and that more open space is provided on each lot than in the R -4 zoning district. The R -2 and R -4 zoning districts have similar minimum lot sizes. Under the City Charter and Municipal Code, the maximum density allowed in both districts is one unit per 2,000 square feet of land area. Both the R -2 and R -4 zoning district designations for the site are consistent with the General Plan designation for the site. Both districts include a minimum lot size of 2,000 square feet. Therefore, for general planning Agenda Item #3 -A 11 -1 -06 CC R -2 Zoning District R -4 Zoning District Maximum Building Lot Coverage 45% 50% Maximum Building Height 30 feet 35 feet Minimum Usable Open Space per unit 600 square feet 400 square feet Minimum Common Open Space 150 square feet 60 square feet In summary, the R -2 zoning district development standards ensure that less of the lot is devoted to buildings, that the buildings are slightly shorter, and that more open space is provided on each lot than in the R -4 zoning district. The R -2 and R -4 zoning districts have similar minimum lot sizes. Under the City Charter and Municipal Code, the maximum density allowed in both districts is one unit per 2,000 square feet of land area. Both the R -2 and R -4 zoning district designations for the site are consistent with the General Plan designation for the site. Both districts include a minimum lot size of 2,000 square feet. Therefore, for general planning Agenda Item #3 -A 11 -1 -06 CC Honorable Mayor and Page 2 Councilmembers November 1, 2006 purposes it may be assumed that the maximum number of units that can be accommodated on a 4.8 acre parcel is approximately 83 units. However, to accommodate 83 units on 4.8 acres, no more than 20% of the site could be used for roads and streets, all 83 parcels would need to be no larger than 2,000 square feet in size, and all of the required open space would need to be provided within each 2,000 square foot lot. All of these assumptions are subject to review and approval by the Planning Board in the context of a development application and the site plan review. RECOM M EN DATION Approve the final passage of an ordinance rezoning of approximately 4.8 acres to R2 /PD. (Requires 4 votes of City Council). Respectfully submitted, �I A - Cat < • oodbury Planning and Building Director By: Andrew Thomas Planning Services Manager Approved as to Form CITY OF ALAMEDA ORDINANCE No. New Series RECLASSIFYING AND REZONING APPROXIMATELY 4.8 ACRES OF PROPERTY LOCATED AT 2241 AND 2243 CLEMENT AVENUE FROM M -2, GENERAL INDUSTRIAL (MANUFACTURING) DISTRICT TO R -2 /PD, NEIGHBORHOOD RESIDENTIAL /PLANNED DEVELOPMENT WHEREAS, City of Alameda presently contains real property at 2241 and 2243 Clement Avenue which is zoned as industrial; and WHEREAS, the City seeks to amend the zoning of the subject property to allow medium density residential use, consistent with the General Plan designation as a housing opportunity site; and WHEREAS, such rezoning would bring the property into conformance with existing uses in the General Plan; and WHEREAS, rezoning of the parcels would further the desire of the City to achieve affordable housing goals consistent with the General Plan; and WHEREAS, the present legal and regulatory climate is stable but could become uncertain or unpredictable should state or federal laws become effective regarding land use through the state initiative process; and WHEREAS, without immediate effectiveness the rezoning could be subject to legal uncertainty pending potential changes in state law through the initiative process regarding local zoning control; and WHEREAS, pursuant to City Charter Sec. 3 -12, an ordinance may become effective on Tess than thirty days from and after the date of its final passage where it is enacted in the event of a great emergency or necessity passed by four votes of Council and containing a statement of the emergency or necessity; and WHEREAS, the City Council expressly finds and declares that this ordinance is necessary to achieve General Plan consistency and preserve certainty of land use regulation of 2241 and 2243 Clement Avenue. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Alameda, by four -fifths vote that: Section 1. The City Council finds and determines the foregoing recitals to be true and correct and hereby makes them a part of this Ordinance. Agenda Item #3 -A CC Ordinance 11/01/06 CC Section 2. Section 11 -116 of Ordinance No. 1277, N.S. is hereby amended by reclassifying approximately 4.8 acres from M -2, General Industrial (Manufacturing) District to R -2 Neighborhood Residential /PD Planned Development, being all the real property situated within the City of Alameda, County of Alameda, State of California, located 300 feet south of the Oakland- Alameda Estuary, north of Clement Street, west of Oak Street and, generally east of the intersection of Elm Street as shown on Exhibit A. Section 3. The R2 /PD zoning furthers the goals of the General Plan and Housing Element for which environmental documents were approved. No further environmental review under CEQA is required. Section 4. The above amendment shall be known as and referenced to as Reclassification and Rezoning Amendment No. 200 to Ordinance No. 1277, N.S. Section 5. This Ordinance shall be in full force and effect the day following the November 1, 2006, regular meeting of City Council. Presiding Officer of the Council Attest: Lara Weisiger, City Clerk City of Alameda EXHIBIT A be rez as show n in the rezoning ordinance R4/PD acres to Approx. on4e.d8 I, the undersigned, hereby certify that the foregoing Ordinance was duly and regularly adopted and passed by Council of the City of Alameda in regular meeting assembled on the day of , 2006, by the following vote to wit: AYES: NOES: ABSENT: ABSTENTIONS: IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this day of , 2006. Lara Weisiger, City Clerk City of Alameda CITY OF ALAMEDA MEMORANDUM Date: November 1, 2006 To: Honorable Chair and Members of the Community Improvement Commission From: Debra Kurita Executive Director Re: Authorize Executive Director to Enter into Contracts with the Park Street Business Association (PSBA) in the Amount of $108,020 and the West Alameda Business Association (WABA) in the amount of $98,200, for Fiscal Year 2006 -07 BACKGROUND Annually, the Community Improvement Commission (CIC) makes a grant to each of the downtown Business Associations, the Park Street and the West Alameda Business Associations, to support overhead, operations, marketing and promotional activities. These grants enable each Business Association to operate a program of downtown revitalization based on the principles developed by the National Main Street Center. Each Association is an active partner with the City in the ongoing renewal of their respective districts. DISCUSSION The 2005 -06 grant to the Park Street Business Association (PSBA) was $98,200. The Grant to the West Alameda Business Association (WABA) was $74,000. The 2006 -07 grants that were determined by the 2006 -07 budget process are $108,020 and $98,200 respectively. Because both commitments exceed the Executive Director's $75,000 signature authority, the CIC is required to authorize the execution of these contracts. (Copies of the proposed contracts are on file with the City Clerk.) BUDGET CONSIDERATION /FISCAL IMPACT There is no impact on the General Fund. The contract amounts will be budgeted from tax increment funds. POLICY DOCUMENT CROSS REFERENCE Economic Development Strategic Plan, July2000, Strategy #2 reads as follows, "Support the Chamber of Commerce, merchants and merchant associations in their efforts to increase the availability and quality of retail goods and professional services that meet the Agenda Item #2 -A CC 11 -1 -06 CIC Honorable Chair and November 1, 2006 Members of the Community Improvement Commission Page 2 of 2 purchasing preferences of Alameda residents and the employees of Alameda firms by: (1) supporting Park and Webster as "Main Street" retail zones..." RECOMMENDATION Authorize Executive Director to enter into a contract with the Park Street Business Association (PSBA) in the amount of $108,020 and the West Alameda Business Association (WABA) in the amount of $98,200 for Fiscal Year 2006 -07. Resp -1j ly submitted, she A. Little Development Services Director By: Dorene E. Soto Manager, Business Devel uss- pment Division Economic Development Coordinator DK/LAUDES /SGR:ag cc: Park Street Business Association West Alameda Business Association On file in the City Clerk's Office: PSBA and WABA proposed contracts INDEX TO GRANT AGREEMENT BETWEEN THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMED AND THE PARK STREET BUSINESS ASSOCIATION FY 2006 -2007 1. The Grant: $108,020 2. Term of Agreement: July 1, 2006 to June 30, 2007 3. Statement of Work: Develop and implement strategies leading to the revitalization of the Park Street downtown commercial area 4. Financial Management 5. Reporting, Recordkeeping and Monitoring: Performance Reports due: Semi- annually: January 15, 2007 and July 15, 2007 Audit due: December 30, 2006 Monitoring: Tentatively scheduled for January 2007 6. Requests for Funds: Quarterly 7. Document Submission: Robb Ratto, Subgrantee Project Manager Sue G. Russell, Development Coordinator 8. Conditions on Use of Program Income a. Program Income b. Reversion of Assets 9. City Terms and Conditions a. Independent Parties b. Personnel c. Assignability d. Policy Prohibiting Harassment and Discrimination e. Insurance f. Hold Harmless g. Ownership of Documents h. Taxes i. City Permits j. City Policy Encouraging Use of Recycled Products 10. Waiver 11. Cost of Litigation 12. Conflict of Law 13. Integrated Contract 14. Inserted Provisions 15. Captions 16. Amendments to Agreement 17. Reduction, Suspension and /or Termination Exhibit 1 to Agenda Item #2 -A CC 11 -1 -06 CIC Page i PSBA GA FY06 -07 GRANT AGREEMENT BETWEEN THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA AND THE PARK STREET BUSINESS ASSOCIATION FOR FISCAL YEAR 2006 -2007 THIS AGREEMENT (Agreement) entered into this 1st day of July 2006, by and between the Community Improvement Commission (CIC) and THE PARK STREET BUSINESS ASSOCIATION ( Subgrantee) acting herein by Lars Hansson, President of the Board of Directors; WITNESSETH THAT: WHEREAS, the CIC's Community Improvement Plan calls for programs and activities to stimulate and revitalize the downtown commercial areas of the Business and Waterfront Improvement Project (BWIP) Redevelopment Area; and WHEREAS, FY 2006 -2007 BWIP funds (Grant funds) have been allocated to the Subgrantee to develop and implement strategies for downtown revitalization in accordance with the National Main Street Center's methodology; and WHEREAS, Subgrantee is designated by separate agreement with the City to administer Business Improvement Area funds for its downtown commercial area to carry out promotions and to obtain staff services, liability insurance, education and training in support of redevelopment activities; and WHEREAS, Subgrantee is uniquely suited to perform a wide range of activities leading to the revitalization of its downtown commercial area; NOW, THEREFORE, the parties do mutually agree as follows: 1. GRANT AMOUNT a. The CIC grants to the Subgrantee an amount of Grant funds not to exceed the amount specified in the Estimated Operating Budget (Budget), included as Attachment A hereto. Grant funds are to be expended in substantial accordance with the Budget. b. Grants are issued on a need basis. The Estimated Operating Budget estimates a carry- forward amount of non -Grant funds from the 2005 -2006 fiscal year. If the total actual carry- forward of non -Grant funds, as shown in the 2005 -2006 Audit, exceeds the total estimated carry- forward by an amount greater than 10% of total grant funds, then the Grant Amount will be reduced. The reduction will equal one dollar for every dollar of underestimated carry - forward in excess of an amount equal to 10% of total grant funds. 2. TERM OF AGREEMENT The term of this Agreement shall be for the period beginning July 1, 2006 and terminating June 30, 2007 (Program Year), unless terminated earlier as set forth herein. Page 1 PSBR GA FY06 -07 3. STATEMENT OF WORK The Subgrantee shall: a. Develop and begin implementation of an annual workplan by August 31, 2006 with stated goals and strategies for downtown revitalization, incorporating the community's human, economic and architectural resources and focusing on four areas outlined under the National Trust for Historic Preservation's Main Street Program: design/historic preservation, promotions /special events, organization/management and economic restructuring/development. b. Work with appropriate public agencies and private resources at the local, state and federal levels to obtain necessary funding and technical assistance to implement critical elements of the revitalization strategy. c. Employ and supervise a full -time professional program manager to coordinate a comprehensive downtown revitalization program. Employ an administrative assistant under the supervision of the program manager. d. Carry out other business promotion and assistance activities including, but not limited to, promoting and marketing the City Storefront Assistance Program; initiating business recruitment and assisting City business recruitment efforts; and recruiting volunteers by outreaching to the residents and workers in the business district and community at large. e. Administer funds for Staff services, as set forth in Attachment A hereto and in compliance with Grant conditions relating to eligibility, accounting, record - keeping and reporting. f. Establish and maintain liaison with CIC staff and other local entities involved in commercial revitalization activities. g. Operate a sidewalk- sweeping device, i.e., the Green Machine, and a hauling trailer, each of which remain the property of the City, under the following terms: Liability: Subgrantee agrees to hold the City harmless in its operation of the equipment and the trailer upon which it is hauled and assumes any and all liability stemming therefrom. Regularly scheduled maintenance: Subgrantee agrees to have performed the regularly scheduled maintenance set forth by the manufacturer, Allied Sweepers. Maintenance will be provided by the City of Alameda Central Equipment Garage located at 2040 Grand Street. 4. FINANCIAL MANAGEMENT a. The Subgrantee shall establish and maintain financial management systems. Such systems shall be in a format to be approved by CIC. b. "Non -Grant Funds" shown on the Budget represent operating funds from other sources needed to provide the services specified in Paragraph 3. Subgrantee shall make a good faith effort in fundraising to equal the estimated level. Page 2 PSBA GA FY06 -07 5. REPORTING, RECORD KEEPING AND MONITORING a. Performance Reports The Subgrantee shall prepare Performance Reports describing the Subgrantee's accomplishments in fulfilling the terms and conditions of this Agreement during operation. Such reports shall be submitted to CIC by the 15th day of January 2007 and July 2007 in a format to be approved by CIC. The CIC may, at its discretion, approve a less frequent reporting schedule. A reporting period and cumulative -to -date summary shall include, but not be limited to: 1) A narrative describing program operations, including any problems encountered or anticipated and corrective actions, program changes made or under consideration, and progress towards fundraising goals, as represented by Non -Grant Funds on the Budget; 2) A statement of progress on the annual workplan 3) Total of new and closed businesses; 4) Total number of facade/building renovations completed; and 5) Total number of volunteers. b. Annual Report The Subgrantee shall submit an Annual Report, no later than July 15 following the Program Year, including: 1) The Performance Report described above; 2) A Financial Summary of revenues and expenditures, reflecting funds from all sources represented in the Budget, in a format to be approved by the CIC. The CIC shall review the Financial Summary for the eligibility, allowability, reasonableness, and allocability of Grant costs, and may adjust the amount of the final Request for Reimbursement, or request reimbursement of previously disbursed Grant funds, as appropriate. c. Miscellaneous Reporting 1) The Subgrantee shall notify CIC in writing of any changes in organizational by -laws, personnel and /or Board of Directors, including election of new officers. 2) The Subgrantee shall submit to CIC copies of public notices related to the use of Grant funds and all newsletters or bulletins. 3) The Subgrantee shall submit to CIC copies of reports prepared for other agencies /entities that reflect or address conditions in Alameda. d. Financial Audit 1) Subgrantees receiving at least $25,000 in Grant funds awarded herein shall submit two copies of an annual Financial Program Audit Report, and related Management Letter(s), within Page 3 180 days of the end of the Program Year audited. It shall be conducted by an independent auditor in accordance with requirements set forth by CIC. 2) As a condition of receiving funding under this grant program, Subgrantee must agree to maintain grant files and supporting documentation for three years after the conclusion of the grant. Subgrantee must also agree to make its grant files, books, and records available for an audit by the City of Alameda, CIC, or their duly authorized representatives to assess the accomplishments of the grant program or to ensure compliance with any requirement of the grant program. 3) Audit Standard Financial audits conducted under this Agreement shall conform to requirements set forth by CIC. e. Timeliness of Submissions 1) Submission of Performance Report(s) Annual Reports, Annual Workplan, and /or a Financial Audit which is more than thirty days past the date(s) specified above may result in the CIC withholding Grant funds until the item is provided. 2) Failure to submit the Annual Report Program and /or Financial Summaries by July 15 following the Program Year may result in the forfeit of any remaining Grant Funds to the CIC. f. Record Keeping Records shall be maintained for a period of no less than 5 years and in sufficient detail to document performance required under Paragraph 3 above. Access to records shall be provided to the CIC upon reasonable notice. g. Monitoring On -site monitoring of the Subgrantee maybe conducted, as appropriate, with prior notice, to review program progress and the financial and program records of the Subgrantee. 6. REQUESTS FOR FUNDS a. The Subgrantee shall submit to the CIC substantiated requests for reimbursement of actual operating costs. The Request for Reimbursement Form will be provided by the CIC. Following execution of this Agreement the CIC may, at its discretion, advance funds. Within ten days of the close of the Program Year, the Subgrantee shall submit its final Request for Reimbursement. Failure to do so may result in the forfeit of any remaining Grant funds to the CIC. b. Each Request for Reimbursement shall itemize any revenues from Program Income, as described in Paragraph 8.b. below, and deduct said Program Income as an adjustment to the amount of Grant funds requested. c. CIC may require that Non -Grant Funds be substantially disbursed to the approved activities prior to requesting Grant funds from the CIC. If CIC so requires, Subgrantee shall report all expended Non -Grant Funds on its Request for Reimbursement forms submitted to the CIC. d. The CIC shall reimburse funds in a timely manner. PSBA GA FY06 -07 Page 4 PSBA GA FYO6 -07 e. Grant funds remaining after timely submission and reimbursement of the final approved Request for Reimbursement shall revert to the CIC unless otherwise agreed to in writing. f. Not more than 50% of the grant funds will be expended for activities between July 1, 2006 and December 31, 2006. 7. DOCUMENT SUBMISSION All reports, 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 reports, notices, demands, requests, or approvals from Subgrantee to CIC shall be addressed to City at: Development Services Department City Hall West 950 West Mall Square, 2nd Floor Alameda, CA 94501 -7552 Attention: Sue G. Russell All reports, notices, demands, requests, or approvals from City to Subgrantee shall be addressed to Subgrantee at: Park Street Business Association 2447 Santa Clara Avenue, Suite 302 Alameda, CA 94501 Attention: Robb Ratto 8. CONDITIONS ON USE OF PROGRAM INCOME. a. Program Income For the purposes of this Agreement, "Program Income" means amounts received by the Subgrantee generated from the use of Grant funds. 1) It includes, but is not limited to, the following: a) Proceeds from the disposition by sale or long term lease of real property purchased with Grant funds; b) Income from the temporary use or leasing of properties acquired with Grant funds pending the disposition or use for which the property was acquired; c) Proceeds from the sale of personal property purchased with Grant funds; d) Payments of principal and interest on loans made using Grant funds; Page 5 PSBA GA FYO6 -07 e) Interest earned on Program Income pending disposition of such Income; and f) Fees charged to clients in conjunction with the provision of services and/or financing assisted with Grant funds. 2) Program Income may be retained by the Subgrantee and used during the period of this Agreement in accordance with the terms and conditions of this Agreement, for activities set forth in Paragraph 3 above. 3) Program Income earned shall be substantially disbursed to the approved activities prior to requesting disbursement of additional funds from the CIC. Subgrantees shall show all Program Income generated using Grant funds as adjustments on their Request for Reimbursement forms submitted to the CIC. 4) Interest earned on funds held in a revolving loan fund account shall not be considered Program Income and shall be shown as an adjustment on the final Request for Reimbursement (per paragraph 6.a.) b. Reversion of Assets 1) Upon termination of this Agreement, the Subgrantee shall transfer to the CIC any Grant funds, including Program Income and any interest earned on a revolving loan fund account, on hand at the time of termination, and any accounts receivable attributable to the use of Grant funds. 2) If the Subgrantee ceases to use any real property improved or acquired with the Grant funds awarded herein for the purpose(s) described in this Agreement, at any time within fifteen (15) years following the termination of this Agreement, CIC shall require the Subgrantee to do any one of the following: a) Pay to the CIC the fair market value of the real property, less any portion of the value attributable to expenditures of non -Grant funds for acquisition of, or improvement to, the real property; or b) Pay to the CIC the Grant funds provided for the acquisition or improvement plus interest of 5% per annum accrued for a maximum of five years; or c) Transfer ownership, lease with option to purchase, or lease of the real property to a service provider such that substantive changes in use and beneficiaries of the facility do not occur prior to expiration of the 15 -year period defined above. 9. CITY TERMS AND CONDITIONS a. Independent Parties CIC and Subgrantee intend that the relation between them created by this Agreement is that of grantor- independent contractor. The manner and means of conducting the work are under the Page 6 PSBA GA FY06 -07 control of Subgrantee, 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 Subgrantee's services. None of the benefits provided by the City of Alameda to its employees, including, but not limited, to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Subgrantee, 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 Subgrantee. Payments of the above items, if required, are the responsibility of Subgrantee. b. Personnel 1) The Subgrantee represents that it has, or will secure, all personnel required in performing the services under this Agreement. 2) All of the services required hereunder will be performed by the Subgrantee, or under its supervision, and all personnel engaged in the work shall be authorized, if and as required by State and local law, to perform such duties. 3) Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement. c. Assignability The Subgrantee shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the CIC; provided, however, that claims for money by Subgrantee from the CIC under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any assignment or transfer shall be furnished promptly to the CIC by the Subgrantee. d. Policy Prohibiting Harassment and Discrimination Consistent with the City's policy that harassment and discrimination are unacceptable conduct, and in compliance with similar federal and state laws, Subgrantee agrees that discrimination in the selection of contractors, employees or clients, or harassment directed towards contractors, employees or clients, 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. e. Insurance On or before the commencement of the term of this Agreement, Subgrantee shall furnish City and CIC with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Subparagraphs 9.e.(1) -(5). Such certificates, which do not limit Subgrantee'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 CIC by certified mail, Attention: Risk Manager." It is agreed that Subgrantee 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 CIC and City and licensed to do insurance business in the State of California. Page 7 PSBA GA FY06 -07 Endorsements naming the CIC, City, its City Council, boards and commissions, officials, employees and volunteers as additional insured shall be submitted with the insurance certificates. 1) Coverage Subgrantee shall maintain the following insurance coverage: a) Workers' Compensation: Statutory coverage as required by the State of California. b) 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 (One Million Dollars) will be considered equivalent to the required minimum limits shown above. c) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence Combined Single Limit: or $500,000 each occurrence 2) Subrogation Waiver Subgrantee 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, Subgrantee shall look solely to its insurance for recovery. Subgrantee hereby grants to CIC and City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Subgrantee, CIC or City with respect to the services of Subgrantee herein, a waiver of any right to subrogation which any such insurer of said Subgrantee may acquire against CIC or City by virtue of the payment of any loss under such insurance. 3) Failure to Secure If Subgrantee at any time during the term hereof should fail to secure or maintain the foregoing insurance, CIC or City shall be permitted to obtain such insurance in the Subgrantee's name or as an agent of the Subgrantee and shall be compensated by the Subgrantee 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. 4) Additional Insured CIC, City, its City Council, boards and commissions, officials, employees and volunteers shall be named as an additional insured under all insurance coverages 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 Page 8 PSBR GA FY06 -07 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. 5) Sufficiency of Insurance The insurance limits required by City and CIC are not represented as being sufficient to protect Subgrantee. Subgrantee is advised to confer with its insurance broker to determine adequate coverage for Subgrantee. f. Hold Harmless Subgrantee shall indemnify, defend and hold harmless the CIC, 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 Subgrantee'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 Subgrantee, Subgrantee shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Subgrantee. However, Subgrantee shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence or willful misconduct of Indemnitees. g. Ownership and Use of Documents Drawings, Specifications, Studies, Reports and all other Products prepared by the Subgrantee, and /or its consultant, in connection with the Project shall become the property of the CIC. No exceptions shall be made to this stipulation, whether or not the Project for which such Products have been created is executed or implemented. The Subgrantee shall retain copies, including reproducible copies, of all such products. Subgrantee shall not copyright such documents; CIC reserves all publication rights. All Products prepared by the Subgrantee, and /or its consultant, may be used by the CIC in execution or implementation of: 1) . The original Project for which Subgrantee received the Grant funds described above; 2) Completion of the original Project by others; 3) Subsequent additions to the original Project; and /or 4) Other City Projects as appropriate. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the CIC's rights. With the prior written consent of the CIC, the Subgrantee may use his/her Products for purposes other than that for which they were produced, to the extent that any confidential information is protected. Page 9 PSBA GA FYO6 -07 h. Taxes The Subgrantee agrees to assume full responsibility for payment to Federal, State and County agencies of any and all taxes, including payroll taxes, withholdings and workers' compensation, which may be required of it. i. City Permits The Subgrantee shall be responsible for obtaining all required City permits and licenses, and for complying with all applicable City codes and ordinances. If this responsibility is delegated by the Subgrantee to a consultant, contractor, vendor, or service provider, it remains the responsibility of the Subgrantee to confirm that these requirements have been met. j. City Policy Encouraging Use of Recycled Products It is the policy of the City to encourage Subgrantees to purchase source reduction and /or recycled products containing the highest amount of postconsumer material practicable, or when postconsumer material is impracticable for a specific type of product, containing substantial amounts of recovered material. Whenever possible all equipment bought, leased or rented shall be compatible with the use of source reduction and recycled products. Such products and equipment must meet the Subgrantee's performance standards, price ranges, and availability requirements. 10. WAIVER A waiver by CIC 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. 11. 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. 12. 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 that 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, the State of California. 13. 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 CIC and Subgrantee. Page /0 PSBA GA FYO6 -O7 14. 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 was 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. 15. CAPTIONS The captions in this Agreement are for convenience only, are not part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 16. AMENDMENTS TO AGREEMENT a. Amendments, changes, modifications and /or deletions to this Agreement shall be requested in writing by the Subgrantee and approved in writing by the CIC prior to implementation. b. Changes to the Statement of Work, budget line items, recordkeeping and reporting requirements and similar substantive portions of the work program may be allowed at the CIC's discretion. c. Terms and conditions of this Agreement required by Federal, State or local regulation and /or statute may not be waived by the CIC. 17. TERMINATION a. Termination of the Agreement for Cause If the Subgrantee is unable to fulfill or fails to fulfill in a timely and proper manner its obligations under this Agreement, or if the Subgrantee violates any of the covenants, agreements, or stipulations of this Agreement, the CIC shall thereupon have the right to terminate this Agreement by giving written notice to the Subgrantee of such termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. Notwithstanding the above, the Subgrantee shall not be relieved of liability to the CIC or City for damages sustained by the CIC or City by virtue of any breach of the Agreement by the Subgrantee, and the CIC may withhold payments to the Subgrantee for the purpose of set -off until such time as the exact amount of damages due the CIC or City from the Subgrantee is determined. b. Termination for Convenience of the City The CIC, for its convenience, may terminate this Agreement at any time by giving at least thirty (30) days notice in writing to the Subgrantee. If the Agreement is terminated by the CIC for convenience, the Subgrantee will be paid for the period in which services are provided, or expenses incurred or obligated by contractual agreement as a result of fulfilling the Statement of Work of this Agreement, up to the termination date. Page II IN WITNESS HEREOF, the parties have hereunto set their hands and seals. PARK STREET BUSINESS COMMUNITY IMPROVEMENT ASSOCIATION: COMMISSION: Lars Hansson Debra Kurita President, Board of Directors Executive Director RECOMMENDED FOR APPROVAL: Leslie A. Little Development Services Director Dorene E. Soto, Manager Business Development Division APROVED AS TO FORM: Teresa Highsmith City Attorney PSBA GA FY06 -07 Page 12 Park Street Business Association INCOME: Grant CD - Grant $108,020 L & L Reimbursement $0 BIA Payments $0 Interest & Misc. Income $0 Carryover $0 Art & Wine Faire Income $0 Other Event Income $0 Total $108,020 L &L BIA 2006/2007 Budget PSBA Overall nt,1,dLinneiit, n 05/06 06/07 Budget % Chg $0 $0 $0 $108,020 $98,200 10.0% $72,320 $0 $0 $72,320 $72,700 -0.5% $0 $81,350 $0 $81,350 $81,350 0.0% $0 $0 $5,000 $5,000 $6,000 -16.7% $0 $9,000 $4,000 $13,000 $8,000 62.5% $0 $0 $80,000 580,000 $80,000 0.0% $0 S0 $20,000 $20,000 $18,000 11.1% $72,320 $90,350 $109,000 $379,690 $364,250 4.2% EXPENSES: * n x 0 /b�� 5';:'E: 5 05/06 06/07 Programs: Grant L &L BIA PSBA Overall Budget % Chg Committees Sub Totals $0 $0 $0 $89,500 $89,500 $100,300 -10.8% Pressure Washing (contract) $0 $7,500 $0 $0 $7,500 $6,000 25.0% Banners /Electricity/Water $0 $8,960 $0 $0 $8,960 $100 8860.0% Maintenance Supplies & Equipment $0 $0 $0 $12,000 $12,000 $10,900 10.1% Maintenance Person #1 (salary) $0 $30,030 $0 $0 $30,030 $28,600 5.0% Maintenance Person #2 (salary) $0 $25,830 $0 $0 $25,830 $24,600 5.0% Maintenance Person #1 (benefits) $0 $0 $6,250 $0 $6,250 $6,250 0.0% Maintenance Person #2 (benefits) $0 $0 $6,250 $0 $6,250 $6,250 0.0% Maintenance Person #1 (wlcrs comp) $0 $0 $8,000 $0 $8,000 $8,400 -4.8% Maintenance Person #2 (wkrs comp) $0 $0 $6,900 $0 $6,900 $7,200 -4.2% Maintenance Person #1 (payroll tax) $0 $0 $2,600 $.0 $2,600 $2,450 6.1% Maintenance Person #2 (payroll tax) $0 $0 $2,250 $0 $2,250 $2,100 7.1% Maintenance Sub -Total $0 $72,320 $32,250 $12,000 $116,570 $102,850 13.3% Programs Sub Total $0 $72,320 $32,250 $101,500 $206,070 $203,150 1.4% A06 /{i 05/06 06/07 General and Administration: Grant L &L BIA PSBA Overall Budget % Chg Executive Director Salary $76,500 $0 $0 $0 $76,500 $72,200 6.0% Executive Director Benefits $0 $0 $6,250 50 $6,250 $6,250 0.0% Executive Director Sub Total $76,500 $0 $6,250 $0 $82,750 $78,450 5.5% Executive Asst. Salary $31,520 $0 $0 $0 $31,520 $26,000 21.2% Executive Asst. Benefits i0 $0 $6,250 $0 $6,250 $6,250 0.0% Executive Assistant Sub Total $31,520 $0 $6,250 $0 $37,770 $32,250 17.1% Staff Salary & Benefits Total $108,020 $0 $12,500 $0 $120,520 $110,700 8.9% Payroll Taxes (8.5% of total Salary) $0 $0 $8,800 $0 $8,800 $8,400 4.8% Workers Comp $0 $0 $2,400 $0 $2,400 $1,800 33.3% Liability/D &O Insurance $0 $0 $5,000 $0 $5,000 $4,000 25.0% Printing $0 $0 $500 $0 $500 $400 25.0% Newsletter $0 $0 $0 $4,500 $4,500 $5,300 -15.1% Postage $0 $0 $2,800 $0 $2,800 $2,600 7.7% Equipment $0 $0 $0 $3,000 $3,000 $2,000 50.0% Meetings /Trainings $0 $0 $2,500 $0 $2,500 $2,000 25.0% Supplies $0 $0 $2,000 $0 $2,000 $1,700 17.6% Rent $0 $0 $12,000 $0 $12,000 $12,100 -0.8% Utilities $0 $0 $1,600 • $0 $1,600 $1,600 0.0% Audit/Accounting $0 $0 $8,000 $0 $8,000 $8,600 -7.0% G & A Sub Total $108,020 $0 $58,100 $7,500 $173,620 $161,200 7.7% Budget Grand Totals $108,020 $72,320 $90,350 $109,000 $379,690 $364,350 4.2% INDEX TO GRANT AGREEMENT BETWEEN THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMED AND THE WEST ALAMEDA BUSINESS ASSOCIATION 1: The Grant: 2. Term of Agreement: 3. Statement of Work: 4. Financial Management 5. Reporting, Recordkeeping and Performance Reports due: Audit due: 01 Monitoring: 6. Requests for Funds: 7. Document Submission: FY 2006 -2007 $98,200.00 July 1, 2006 to June 30, 2007 Develop and implement strategies leading to the revitalization of the Webster Street downtown commercial area Monitoring: Semi - annually: January 15, 2007 and July 15, 2007 December 30, 2006 Tentatively scheduled for January 2007 Quarterly Sherri Stieg, Executive Director Sue G. Russell, Development Coordinator 8. Conditions on Use of Program Income a. Program Income b. Reversion of Assets 9. City Terns and Conditions a. Independent Parties b. Personnel c. d. e. f. g. h. Assignability Policy Prohibiting Harassment and Discrimination Insurance Hold Harmless Ownership of Documents Taxes City Permits j. City Policy Encouraging Use of Recycled Products 10. Waiver 11. Cost of Litigation 12. Conflict of Law 13. Integrated Contract 14. Inserted Provisions 15. Captions 16. Amendments to Agreement 17. Reduction, Suspension and /or Termination Page i Exhibit 2 to Agenda Item #2 -A CC 11 -1 -06 CIC GRANT AGREEMENT BETWEEN THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA AND THE WEST ALAMEDA BUSINESS ASSOCIATION FOR FISCAL YEAR 2006 -2007 THIS AGREEMENT (Agreement) entered into this 1st day of July 2006, by and between the Community Improvement Commission (CIC) and THE WEST ALAMEDA BUSINESS ASSOCIATION ( Subgrantee) acting herein by Ed Clark, President of the Board of Directors; WITNESSETH THAT: WHEREAS, the CIC's Community Improvement Plan calls for programs and activities to stimulate and revitalize the downtown commercial areas of the Business and Waterfront Improvement Project (BWIP) Redevelopment Area; and WHEREAS, FY 2006 -2007 BWIP funds (Grant funds) have been allocated to the Subgrantee to develop and implement strategies for downtown revitalization in accordance with the National Main Street Center's methodology; and WHEREAS, Subgrantee is designated by separate agreement with the City to administer Business Improvement Area funds for its downtown commercial area to carry out promotions and to obtain staff services, liability insurance, education and training in support of redevelopment activities; and WHEREAS, Subgrantee is uniquely suited to perform a wide range of activities leading to the revitalization of its downtown commercial area; NOW, THEREFORE, the parties do mutually agree as follows: 1. GRANT AMOUNT a. The CIC grants to the Subgrantee an amount of Grant funds not to exceed the amount specified in the Estimated Operating Budget (Budget), included as Attachment A hereto. Grant funds are to be expended in substantial accordance with the Budget. b. Grants are issued on a need basis. The Estimated Operating Budget estimates a carry- forward amount of non -Grant funds from the 2005 -2006 fiscal year. If the total actual carry - forward of non -Grant funds, as shown in the 2005 -2006 Audit, exceeds the total estimated carry- forward by an amount greater than 10% of total grant funds, then the Grant Amount will be reduced. The reduction will equal one dollar for every dollar of underestimated carry- forward in excess of an amount equal to 10% of total grant funds. 2. TERM OF AGREEMENT The tern of this Agreement shall be for the period beginning July 1, 2006 and terminating June 30, 2007 (Program Year), unless terminated earlier as set forth herein. WABA Cat FYO6 -07 Page I 3. STATEMENT OF WORK The Subgrantee shall: a. Develop and begin implementation of an annual workplan by August 31, 2006 with stated goals and strategies for downtown revitalization, incorporating the community's human, economic and architectural resources and focusing on four areas outlined under the National Trust for Historic Preservation's Main Street Program: design/historic preservation, promotions /special events, organization/management and economic restructtiring/development. b. Work with appropriate public agencies and private resources at the local, state and federal levels to obtain necessary funding and technical assistance to implement critical elements of the revitalization strategy. c. Employ and supervise a full -time professional program manager to coordinate a comprehensive downtown revitalization program. Employ an administrative assistant under the supervision of the program manager. d. Carry out other business promotion and assistance activities including, but not limited to, promoting and marketing the City Storefront Assistance Program; initiating business recruitment and assisting City business recruitment efforts; and recruiting volunteers by outreaching to the residents and workers in the business district and community at large. e. Administer funds for Staff services, as set forth in Attachment A hereto and in compliance with Grant conditions relating to eligibility, accounting, record - keeping and reporting. f. Establish and maintain liaison with CIC staff and other local entities involved in commercial revitalization activities. g. Operate a sidewalk - sweeping device, i.e., the Green Machine, and a hauling trailer, each of which remain the property of the City, under the following terms: Liability: Subgrantee agrees to hold the City harmless in its operation of the equipment and the trailer upon which it is hauled and assumes any and all liability stemming therefrom. Regularly scheduled maintenance: Subgrantee agrees to have performed the regularly scheduled maintenance set forth by the manufacturer, Allied Sweepers. Maintenance will be provided by the City of Alameda Central Equipment Garage located at 2040 Grand Street. 4. FINANCIAL MANAGEMENT a. The Subgrantee shall establish and maintain financial management systems. Such systems shall be in a format to be approved by CIC. b. "Non -Grant Funds" shown on the Budget represent operating funds from other sources needed to provide the services specified in Paragraph 3. Subgrantee shall make a good faith effort in fundraising to equal the estimated level. WAIJA GA FY06 -07 Page 2 5. REPORTING, RECORD KEEPING AND MONITORING a. Performance Reports The Subgrantee shall prepare Performance Reports describing the Subgrantee's accomplishments in fulfilling the terms and conditions of this Agreement during operation. Such reports shall be submitted to CIC by the 15th day of January 2007 and July 2007 in a format to be approved by CIC. The CIC may, at its discretion, approve a less frequent reporting schedule. A reporting period and cumulative -to -date summary shall include, but not be limited to: 1) A narrative describing program operations, including any problems encountered or anticipated and corrective actions, program changes made or under consideration, and progress towards fundraising goals, as represented by Non -Grant Funds on the Budget; 2) A statement of progress on the annual workplan 3) Total of new and closed businesses; 4) Total number of facade /building renovations completed; and 5) Total number of volunteers. b. Annual Report The Subgrantee shall submit an Annual Report, no later than July 15 following the Program Year, including: 1) The Performance Report described above; 2) A Financial Summary of revenues and expenditures, reflecting funds from all sources represented in the Budget, in a format to be approved by the CIC. The CIC shall review the Financial Summary for the eligibility, allowability, reasonableness, and allocability of Grant costs, and may adjust the amount of the final Request for Reimbursement, or request reimbursement of previously disbursed Grant funds, as appropriate. c. Miscellaneous Reporting 1) The Subgrantee shall notify CIC in writing of any changes in organizational by -laws, personnel and/or Board of Directors, including election of new officers. 2) The Subgrantee shall submit to CIC copies of public notices related to the use of Grant funds and all newsletters or bulletins. 3) The Subgrantee shall submit to CIC copies of reports prepared for other agencies /entities that reflect or address conditions in Alameda. d. Financial Audit 1) Subgrantees receiving at least $25,000 in Grant funds awarded herein shall submit two copies of an annual Financial Program Audit Report, and related Management Letter(s), within WA BA GA FY06 -07 Page 3 180 days of the end of the Program Year audited. It shall be conducted by an independent auditor in accordance with requirements set forth by CIC. 2) As a condition of receiving funding under this grant program, Subgrantee must agree to maintain grant files and supporting documentation for three years after the conclusion of the grant. Subgrantee must also agree to make its grant files, books, and records available for an audit by the City of Alameda, CIC, or their duly authorized representatives to assess the accomplishments of the grant program or to ensure compliance with any requirement of the grant program. 3) Audit Standard Financial audits conducted under this Agreement shall conform to requirements set forth by CIC. e. Timeliness of Submissions 1) Submission of Performance Report(s) Annual. Reports, Annual Workplan, and /or a Financial Audit which is more than thirty days past the date(s) specified above may result in the CIC withholding Grant funds until the item is provided. 2) Failure to submit the Annual Report Program and /or Financial Sumunaries by July 15 following the Program Year may result in the forfeit of any remaining Grant Funds to the CIC. f. Record Keeping Records shall be maintained for a period of no less than 5 years and in sufficient detail to document performance required under Paragraph 3 above. Access to records shall be provided to the CIC upon reasonable notice. g. Monitoring On -site monitoring of the Subgrantee may be conducted, as appropriate, with prior notice, to review program progress and the financial and program records of the Subgrantee. 6. REQUESTS FOR FUNDS a. The Subgrantee shall subunit to the CIC substantiated requests for reimbursement of actual operating costs. The Request for Reimbursement Form will be provided by the CIC. Following execution of this Agreement the .CIC may, at its discretion, advance funds. Within ten days of the close of the Program Year, the Subgrantee shall submit its final Request for Reimbursement. Failure to do so may result in the forfeit of any remaining Grant funds to the CIC. b. Each Request for Reimbursement shall itemize any revenues from Program Income, as described in Paragraph 8.b. below, and deduct said Program Income as an adjustment to the amount of Grant funds requested. c. CIC may require that Non -Grant Funds be substantially disbursed to the approved activities prior to requesting Grant funds from the CIC. If CIC so requires, Subgrantee shall report all expended Non -Grant Funds on its Request for Reimbursement forms submitted to the CIC. • d. The CIC shall reimburse funds in a timely manner. WABA GA FYO6 -07 Page 4 e. Grant funds remaining after timely submission and reimbursement of the final approved Request for Reimbursement shall revert to the CIC unless otherwise agreed to in writing. f. Not more than 50% of the grant funds will be expended for activities between July 1, 2006 and December 31, 2006. 7. DOCUMENT SUBMISSION All reports, 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 reports, notices, demands, requests, or approvals from Subgrantee to CIC shall be addressed to City at: Development Services Department City Hall West 950 West Mall Square, 2 "d Floor Alameda, CA 94501 -7552 Attention: Sue G. Russell All reports, notices, demands, requests, or approvals from City to Subgrantee shall be addressed to Subgrantee at: West Alameda Business Association P.O. Box 215 Alameda, CA 94501 Attention: Sherri Stieg 8. CONDITIONS ON USE OF PROGRAM INCOME. a. Program Income For the purposes of this Agreement, "Program Income" means amounts received by the Subgrantee generated from the use of Grant funds. 1) It includes, but is not limited to, the following: a) Proceeds from the disposition by sale or long term lease of real property purchased with Grant funds; b) Income from the temporary use or leasing of properties acquired with Grant funds pending the disposition or use for which the property was acquired; c) Proceeds from the sale of personal property purchased with Grant funds; d) Payments of principal and interest on loans made using Grant funds; WAUA GA FY06 -07 Page 5 e) Interest earned on Program Income pending disposition of such Income; and f) Fees charged to clients in conjunction with the provision of services and /or financing assisted with Grant funds. 2) Program Income may be retained by the Subgrantee and used during the period of this Agreement in accordance with the terms and conditions of this Agreement, for activities set forth in Paragraph 3 above. 3) Program Income earned shall be substantially disbursed to the approved activities prior to requesting disbursement of additional funds from the CIC. Subgrantees shall show all Program Income generated using Grant funds as adjustments on their Request for Reimbursement forms submitted to the CIC. 4) Interest earned on funds held in a revolving loan fund account shall not be considered Program Income and shall be shown as an adjustment on the final Request for Reimbursement (per paragraph 6.a.) b. Reversion of Assets 1) Upon termination of this Agreement, the Subgrantee shall transfer to the CIC any Grant funds, including Program Income and any interest earned on a revolving loan fund account, on hand at the time of tennination, and any accounts receivable attributable to the use of Grant funds. 2) If the Subgrantee ceases to use any real property improved or acquired with the Grant funds awarded herein for the purpose(s) described in this Agreement, at any time within fifteen (15) years following the termination of this Agreement, CIC shall require the Subgrantee to do any one of the following: a) Pay to the CIC the fair market value of the real property, less any portion of the value attributable to expenditures of non -Grant funds for acquisition of, or improvement to, the real property; or b) Pay to the CIC the Grant funds provided for the acquisition or improvement plus interest of 5% per annum accrued for a maximum of five years; or c) Transfer ownership, lease with option to purchase, or lease of the real property to a service provider such that substantive changes in use and beneficiaries of the facility do not occur prior to expiration of the 15 -year period defined above. 9. CITY TERMS AND CONDITIONS a. Independent Parties CIC and Subgrantee intend that the relation between them created by this Agreement is that of grantor - independent contractor. The manner and means of conducting the work are under the WA BA GA FYO6 -07 Page 6 control of Subgrantee, 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 Subgrantee's services. None of the benefits provided by the City of Alameda to its employees, including, but not limited, to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Subgrantee, 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 Subgrantee. Payments of the above items, if required, are the responsibility of Subgrantee. b. Personnel 1) The Subgrantee represents that it has, or will secure, all personnel required in performing the services under this Agreement. 2) All of the services required hereunder will be performed by the Subgrantee, or under its supervision, and all personnel engaged in the work shall be authorized, if and as required by State and local law, to perform such duties: 3) Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement. c. Assignability The Subgrantee shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the CIC; provided, however, that claims for money by Subgrantee from the CIC under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any assignment or transfer shall be furnished promptly to the CIC by the Subgrantee. d. Policy Prohibiting Harassment and Discrimination Consistent with the. City's policy that harassment and discrimination are unacceptable conduct, and in compliance with similar federal and state laws, Subgrantee agrees that discrimination in the selection of contractors, employees or clients, or harassment directed towards contractors, employees or clients, 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. e. Insurance On or before the commencement of the term of this Agreement, Subgrantee shall furnish City and CIC with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Subparagraphs 9.e.(1) -(5). Such certificates, which do not limit Subgrantee'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 CIC by certified mail, Attention: Risk Manager." It is agreed that Subgrantee 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 CIC and City and licensed to do insurance business in the State of California. WA BA GA FYO6 -07 Page 7 Endorsements naming the CIC, City, its City Council, boards and commissions, officials, employees and volunteers as additional insured shall be submitted with the insurance certificates. 1) Coverage Subgrantee shall maintain the following insurance coverage: a) Workers' Compensation: Statutory coverage as required by the State of California. b) 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 (One Million Dollars) will be considered equivalent to the required minimum limits shown above. c) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence Combined Single Limit: or $500,000 each occurrence 2) Subrogation Waiver Subgrantee 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, Subgrantee shall look solely to its insurance for recovery. Subgrantee hereby grants to CIC and City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Subgrantee, CIC or City with respect to the services of Subgrantee herein, a waiver of any right to subrogation which any such insurer of said Subgrantee may acquire against CIC or City by virtue of the payment of any loss under such insurance. 3) Failure to Secure If Subgrantee at any time during the term hereof should fail to secure or maintain the foregoing insurance, CIC or City shall be permitted to obtain such insurance in the Subgrantee's name or as an agent of the Subgrantee and shall be compensated by the Subgrantee 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. 4) Additional Insured CIC, City, its City Council, boards and commissions, officials, employees and volunteers shall be named as an additional insured under all insurance coverages 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 WA BA GA FYO6 -07 Page 8 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. 5) Sufficiency of Insurance The insurance limits required by City and CIC are not represented as being sufficient to protect Subgrantee. Subgrantee is advised to confer with its insurance broker to determine adequate coverage for Subgrantee. f. Hold Harmless Subgrantee shall indemnify, defend and hold harmless the CIC, 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 mariner connected to Subgrantee'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 Indem-mitees which allege negligence on behalf of the Subgrantee, Subgrantee shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Subgrantee. However, Subgrantee shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence or willful misconduct of Indemnitees. g. Ownership and Use of Documents Drawings, Specifications, Studies, Reports and all other Products prepared by the Subgrantee, and /or its consultant, in connection with the Project shall become the property of the CIC. No exceptions shall be made to this stipulation, whether or not the Project for which such Products have been created is executed or implemented. The Subgrantee shall retain copies, including reproducible copies, of all such products. Subgrantee shall not copyright such documents; CIC reserves all publication rights. All Products prepared by the Subgrantee, and /or its consultant, may be used by the CIC in execution or implementation of: 1) The original Project for which Subgrantee received the Grant funds described above; 2) Completion of the original Project by others; 3) Subsequent additions to the original Project; and /or 4) Other City Projects as appropriate. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the CIC's rights. With the prior written consent of the CIC, the Subgrantee may use his /her Products for purposes other than that for which they were produced, to the extent that any confidential information is protected. WABJf GA FY06 -07 Page 9 h. Taxes The Subgrantee agrees to assume full responsibility for payment to Federal, State and County agencies of any and all taxes, including payroll taxes, withholdings and workers' compensation, which may be required of it. i. City Permits The Subgrantee shall be responsible for obtaining all required City permits and licenses, and for complying with all applicable City codes and ordinances. If this responsibility is delegated by the Subgrantee to a consultant, contractor, vendor, or service provider, it remains the responsibility of the Subgrantee to confirm that these requirements have been met. j. City Policy Encouraging Use of Recycled Products It is the policy of the City to encourage Subgrantees to purchase source reduction and /or recycled products containing the highest amount of postconsumer material practicable, or when postconsumer material is impracticable for a specific type of product, containing substantial amounts of recovered material. Whenever possible all equipment bought, leased or rented shall be compatible with the use of source reduction and recycled products. Such products and equipment must meet the Subgrantee's performance standards, price ranges, and availability requirements. 10. WAIVER A waiver by CIC 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. 11. 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. 12. 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 that 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, the State of California. 13. 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 CIC and Subgrantee. WA13A GA r• rob -07 Page 10 14. 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 was 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. 15. CAPTIONS The captions in this Agreement are for convenience only, are not part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 16. AMENDMENTS TO AGREEMENT a. Amendments, changes, modifications and/or deletions to this Agreement shall be requested in writing by the Subgrantee and approved in writing by the CIC prior to implementation. b. Changes to the Statement of Work, budget line items, recordkeeping and reporting requirements and similar substantive portions of the work program may be allowed at the CIC's discretion. c. Terms and conditions of this Agreement required by Federal, State or local regulation and /or statute may not be waived by the CIC. 17. TERMINATION a. Termination of the Agreement for Cause If the Subgrantee is unable to fulfill or fails to fulfill in a timely and proper manner its obligations under this Agreement, or if the Subgrantee violates any of the covenants, agreements, or stipulations of this Agreement, the CIC shall thereupon have the right to terminate this Agreement by giving written notice to the Subgrantee of such termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. Notwithstanding the above, the Subgrantee shall not be relieved of liability to the CIC or City for damages sustained by the CIC or City by virtue of any breach of the Agreement by the Subgrantee, and the CIC may withhold payments to the Subgrantee for the purpose of set -off until such time as the exact amount of damages due the CIC or City from the Subgrantee is determined. b. Termination for Convenience of the City The CIC, for its convenience, may terminate this Agreement at any time by giving at least thirty (30) days notice in writing to the Subgrantee. If the Agreement is terminated by the CIC for convenience, the Subgrantee will be paid for the period in which services are provided, or expenses incurred or obligated by contractual agreement as a result of fulfilling the Statement of Work of this Agreement, up to the termination date. WA/A GA FYO6 -07 Page I I IN WITNESS HEREOF, the parties have hereunto set their hands and seals. WEST ALAMEDA BUSINESS ASSOCIATION: Ed Clark President, Board of Directors WABA GA FY06 -07 COMMUNITYIMPROVEMENT COMMISSION: Debra Kurita Executive Director RECOMMEND D FOR APPROVAL: Leslie A. Little Development Services Director Dorene E. Soto, Manager Business Development Division APROVED AS TO FORM: AI7 ,it Teresa Highsmith istant City Attorney Page 12 West Alameda Business Association OPERATING BUDGET 06 -07 PERSONNEL SERVICES 1. Program Manager 2. Temp Worker 3. PR Tax /Benefits 4. Maintenance Workers SUBTOTAL MEMBERSHIP SERVICES 1. Meetings and Training 2. Supplies 3. Printing 4. Postage 5. Committees 6. Events 7. Equipment 8. Newsletters/Website /Marketing 9. Promotions 10. Shopping Guide 11. Business Retention 12. Parking Permits 60,000.00 0.00 10,000.00 70,000.00 18,000.00 0.00 0.00 18,000.00 5,200.00 5,000.00 10,200.00 10, 000.00 93,200.00 0.00 15,000.00 108,200.00 0.00 0.00 1,000.00 SUBTOTAL INDIRECT /OVERHEAD 1. Accounting /Audit 2. Rent 3. Utilities 4. Insurance 5. Contingency 3,000.00 1,000.00 1,000.00 0.00 85,000.00 85,000.00 0.00 500.00 9,000.00 SUBTOTAL 15,000.00 85,500.00 100,500.00 4,000.00 2,000.00 4,800,00 5,000.00 7,500.00 200.00 5,000.00 500.00 17, 000.00 22,000.00 GRAND TOTAL 98,200.00 32,000.00 100,500.00 230,700.00 CITY OF ALAMEDA MEMORANDUM Date: November 1, 2006 To: Honorable Chair and Members of the Community Improvement Commission From: Debra Kurita Executive Director Re: Recommendation to Approve Amendment to Predevelopment Agreement with the Alameda Unified School District for Affordable Housing at the Island High School Site BACKGROUND In 1991, the Community Improvement Commission (CIC) and Alameda Unified School District (AUSD) entered into an agreement (the "Agreement ") committing the CIC to set aside 40% of the Business and Waterfront Improvement Project Low and Moderate Income Housing funds, into a special fund called the District Housing Fund. The Agreement requires AUSD to use the money from the District Housing Fund to increase and improve the supply of low- or moderate - income housing. On June 21, 2005, the City Council and CIC held a joint public hearing to review and approve AUSD's proposal to use monies from the District Housing Fund for an affordable rental housing project at the site of Island High School. On October 18, 2005, the CIC approved a one -year Predevelopment Agreement between the CIC and AUSD that provides $145,000 to AUSD to complete a scope of services to determine the feasibility of building affordable housing at Island High. The proposed amendment to the Predevelopment Agreement (Attachment 1) extends the term, currently set to expire on October 30, 2006, to October 30, 2007. The one -year term is intended to encourage the timely expenditure of housing funds for appropriate purposes and to help move the project from planning to implementation. The California Redevelopment Law has several provisions that require the timely and regular expenditure of housing funds in particular, and the State closely monitors the use and performance of these funds. DISCUSSION On March 30, 2005, AUSD submitted a description of various development scenarios for affordable rental housing at the site of Island High School at the corner of Eagle Avenue and Everett Street. The AUSD engaged the Alameda Development Corporation (ADC) as a development consultant to conduct predevelopment activities to better assess the viability and desirability of the various development scenarios. The CIC and AUSD entered into a Agenda Item #2 -B CC 11 -1 -06 CIC Honorable Chair and November 1, 2006 Members of the Community Improvement Commission Page 2 of 3 predevelopment agreement on October 18, 2005, to provide AUSD with the funds necessary to evaluate the development scenarios and determine a viable project. The predevelopment activities in the scope of work include site assessment (survey, environmental, schematic drawings, etc.), assembling a development team, preparing project cost estimates and a financial plan, community outreach, obtaining approvals and securing financing. Some progress has been made to complete activities described in the Predevelopment Agreement. A Phase I environmental assessment was completed and showed the need for further testing. A contract has been executed for Phase II environmental testing, with boring to begin in the middle of October when the site is vacated. The testing should be finished in early December. A contract has also been executed with an architect, who recently completed a site yield feasibility study. Based on the site yield study, the ADC anticipates providing the AUSD with financial analysis by November 1, 2006. Although the AUSD has not requested reimbursement for work completed, the value of the work accomplished to date is approximately $17,000. The AUSD has requested an additional 12 months to complete the remaining activities in the scope of work of the Predevelopment Agreement (Attachment 2). BUDGET CONSIDERATION /FISCAL IMPACT The CIC has already approved up to $145,000 from the District Housing Fund for predevelopment activities. There is no impact on the General Fund. MUNICIPAL CODE /POLICY DOCUMENT CROSS REFERENCE This project is consistent with the Housing Element of the General Plan. RECOMMENDATION Approve an Amendment to the Predevelopment Agreement with the Alameda Unified School District for Affordable Housing at the Island High School Site. Respe fully submitted, /al fi es ie A. Little Development Services Director By: Dorene E. Soto Manager, Business Development Division Honorable Chair and November 1, 2006 Members of the Community Improvement Commission Page 3 of 3 By: Rachel Silver Development Manager, Housing DK/LAL /DES /RS: ry Attachments: 1. Amendment to Aareement 2. Request from AUSD for amendment to agreement cc: Superintendent, AUSD Executive Director, Alameda Development Corporation AMENDMENT TO AGREEMENT This Amendment of the Agreement, entered into this day of October, 2006, by and between the COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA, a public body, corporate and politic ( "CIC "), and ALAMEDA UNIFIED SCHOOL DISTRICT ( "AUSD ") is made with reference to the following: RECITALS A. On October 18, 2005, a Pre - Development Agreement was entered into by and between CIC and AUSD (hereinafter "Agreement "). B. CIC and AUSD desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 2 Term of the Agreement is modified to read as follows: The term of this Agreement begins as of October 18, 2005 and shall terminate on the earlier of October 30, 2806 2007, or upon completion of AUSD's proposed Predevelopment Activities. 2. The following is attached hereto and incorporated herein, as modified: Exhibit B, List of Predevelopment Activities and Approved Budget. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, CIC and AUSD have caused this modification of Agreement to be executed on their behalf by their respective officers thereunto duly authorized. ALAMEDA UNIFIED SCHOOL DISTRICT COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA, a public body, corporate and politic Dated: , 2006 By: Debra Kurita Its: Executive Director Dated: APPROVED AS TO FORM: , 2006 Attachment 1 Agenda Item #2 -B CC 11 -1 -06 CIC Exhibit B List of Predevelopment Activities and Approved Budget G: \HOUSING \AUSD \Island High\AMENDAGR.dac F: Development \Island High \Funding Agreements Scope of Work Activities covered include predevelopment work necessary to determine the feasibility of the project. Activities will include assembling the development team, preparation of project cost estimates and a financing plan, community outreach, beginning the public approval process and securing financing necessary to construct the project. Market Tasks • Research applicable household income limits and identify AUSD employees that would qualify. • Develop preliminary marketing plan including description of resident selection process (including compliance with terms of Guyton Settlement Agreement regarding preferences as applicable). • Determine amenities, unit types and sizes based on information gathered from analysis of market need, AUSD employees that qualify for the development, and any other potential residents of the development. Deliverables • Definitive information on eligible AUSD employees, their incomes, and an interest list • Marketing plan that complies with applicable regulations governing funding sources • Complete community outreach, and obtain feedback about the. project Site Tasks • Complete site feasibility evaluation including an environmental investigation and soils testing. • Obtain preliminary design information and cost estimates. • Initiate any critically important public approval processes. • Obtain a preliminary site plan and preliminary design /schematics. Deliverables • Preliminary site plan • Preliminary designs /schematics • Refined list of public approvals needed • Completed boundary and topographic survey • Completed Phase I environmental investigation, soils test and other inspection reports • Refined costs estimates Financing Tasks • Refine estimates of development and operating costs. • Develop a preliminary development and operating budget, sources and uses budget and resource plan including need for additional subsidy at applicable income levels and timing of subsidy by quarter over course of project development. • Make inquiries into public and private financing and subsidies. • Complete selected financing applications for subsidy funds. Deliverables • Preliminary development and operating budget • Sources and uses of funds • Resource plan • Completed applications for financing • Additional sources of predevelopment funds Organization Tasks • Identify and contract with an attorney, architect, and other development team members including an environmental engineer, a soils engineer, and a civil engineer. • Implement. community information plan to disseminate and gather information about the project. • Develop a project schedule and detailed workplan. • Resolve Planning and Zoning issues. Deliverables • Project schedule and workplan • Assembled development team • Complete initial community outreach G: \HOUSING \AUSD\Island 1-ligh \AUSD Scope of Work.doc /8/30/2005 Predeveiopment Budget - AUSD Testing and Inspection Soils Report $ 7,500.00 Environmental Phase I $ 6,000.00 Environmental Phase II" $ 12,000.00 Survey $ 4,000.00 Environmental Review $ 7,500.00 Architecture & Engineering $ 35,000.00 Market Study $ 5,000.00 Loan Fees /Predevelopmenl interest $ 12,500.00 Legal Fees $ 15,000.00 Development Consultant $ 25,000.00 Solt Cost Contingency $ 12,950.00 Total $ 142,450.00 ' This amount covers a Phase II investigation it the results 01 the Phase I Investigation present the need for additional testing. Predev Budget/Predevelopment Budget/B /30 /2005 PREDEVELOPMENT BUDGET NARRATIVE Testing and. Inspection AUSD /ADC is in the process of selecting an environmental consultant to assess the environmental condition of the site, develop a remediation plan, provide a cost estimate for the remediation work and advocate on behalf of the project and the favored remediation plan with environmental' regulatory agencies and lenders if necessary. We are considering the following environmental consultants: • Rick Widebrook - Mr. Widebrook has extensive experience in his field and has worked with several nonprofits including Eden Housing, Inc. Mr. Widebrook is well respected, works well with lenders and has advocated successfully for clients in complex and sensitive situations. • PES Environmental - PES Environmental also has extensive non profit experience and the ability to work with lenders, negotiate with the regulatory agencies, cost effectively maneuver through complex regulations and work on difficult projects. • Blymer Engineers — Blymer is a local firm based in Alameda. They have completed work for nonprofit and for - profit developers. A line item for a Phase II environmental investigation has been included in the event that the Phase 1 investigation reveals the. need for additional testing. A geotechnical investigation and survey will he obtained. The consultant is in the process of researching consultants to perform both the soils testing and a boundary and topographical survey of the property. Environmental Review After the project concept has been defined, the developer will meet with the appropriate City departments to determine if a NEPA or CEQA review will he. needed and if any additional studies will need to he performed including but not limited to archaeological resources studies, acoustical studies, etc. Architectural and Engineering We will engage an architect to provide conceptual studies including initial schematic drawings, the number and size of units to be developed, and layout of the site. We will interview firms with extensive affordable housing experience. Loan Fees/Predevelopment Interest Financing application fees are required by many private lenders. Additional predevelopment • financing will be sought through a variety of sources. Legal Legal services will include review of loan documents, coordination of various legal requirements and provision of opinions, transactions and closing, general advice and consultation. Counsel will also provide advice regarding the Guyton Agreement and a strategy for development without triggering `Surplus Land' issues. Development Consultant The Alameda Development Corporation is acting as the development consultant. The scope of work for the consultant will include project management, securing financing, planning and zoning approvals, and advising the AUSD on the most prudent course of action. Formulate Predevelopment Budget and Financing Plan As the project plan is created, we will produce a plan for assembling the permanent and construction financing. Funds from the predevelopment grant will be used to pay for costs associated with writing, assembling and submitting applications for State, Federal and local government subsidies and /or private entities for construction and permanent financing and assistance. ADC will take the lead in securing financing for the development, working with lenders, negotiating financing terms and closing the loans. 1. Complete the technical narratives of applications for financing which include determining the type of housing suitable for the neighborhood where the project will be located, the number of units planned and appropriate to the zoning applicahle to the site, the rents to be charged and in collecting all information required to establish the feasibility of the project; ?. Raise additional funding from foundations and other sources; 3. Apply and negotiate for pre. - development funding from the City of Alameda, the Local Initiative Support Corporation and other sources. Soft. Cost Contingency A soft cost contingency of 10% of anticipated predevelopment costs is included to cover cost overruns and unanticipated expenses. G: \HOUSING \AUSD \Island High \PREDEVELOPMENT BUDGET NARRATiVE.doc /8/30/21105 Island High School Predevelopment Timeline Task Begin by Complete by Market Research applicable income limits Doe Identify AUSD employees that qualify Jan. 07 March 07 Perform community outreach Jan 07 March 07 Determine suitable amenities, unit types and sizes April 07 June 07 Develop initial marketing plan June 07 Sept 07 Site Solicit environmental consultants Contract with environmental consultant I5an Complete Phase I environmental investigation ID' Complete Phase II environmental site assessment Oct 06 Dec 06 Consult with City Engineering/Planning Departments Nov 06 ongoing Hire architect for site feasibility study Doi Site feasibility study Sept 06 Nov 06 Selection of project architect June 07 July 07 Schematic designs Aug 07 Oct 07 Design review process Aug 07 Oct 07 Hire geotechnical consultant Sept 07 Sept 07 Geotechnical investigation Sept 07 Oct 07 Legal Analysis of Measure A, Guyton, surplus land issues Jan 06 Doke Financing Investigate financing available April 07 June 07 Acquire additional predevelopment funds Oct 06 Nov 06 Prepare initial cost estimates April 07 June 07 Prepare initial pro forma April 07 June 07 Refine cost estimates April 07 Aug 07 Alameda Unified School District To: Rachel. Silver, Development Manager, Housing Development Services Department City of Alarneda From: Luz T. Cazares, Chief Financial Officer Business Services Alameda Unified School District Date: October 3, 2006 Re: Request to Extend Predevelop.ment Agreement for Island High. School As we discussed, the Predevelopment Agreement executed between the Alameda 'Unified School District (AUSD) and the Community Improvement Commission (CIC) expires on October 31, 2006. In order to ensure the scope of services is completed as stipulated in the agreement, the AUSD requests a twelve (12) month extension of the agreement through October 31, 2007. .As we a.grecd., we will. prepare a revised timeline to replace Exhibit 13. We will also submit a request for a fund advance of $1.45,000 as stipulated in Section 4 of the Predevel.opmcnt Agreement. Please contact me with any questions at (510) 337 -7067 or 1.cazares@alameda..k12.ca.us. cc Ardella Dailey Luz T. Czares. Chief Financial Officer, Alai-node Unified School District. 2200 Central Avenue. Alameda CA 94501 (p) 510 -337 -7067 (fl 510- 337 -0529 (e) Icazarc- a alnmeda,k12.caus Attachment 2 Agenda Item #2 -B CC 11 -1 -06 CIC