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Ordinance 2873CITY OF ALAMEDA ORDINANCE NO. 2873 New Series APPROVING DEVELOPMENT AGREEMENT AMENDMENT DA-Ol- 0001 FOR A MIXED USE DEVELOPMENT INCLUDING SINGLE- F AMIL Y RESIDENTIAL OFFICE RESEARCH AND DEVELOPMENT , OPEN SPACE , AND LIMITED RETAIL USES AS WELL AS SITES FOR MULTIPLE FAMILY RESIDENTIAL AND A SCHOOL , LOCATED WITHIN A PROJECT ARA ENCOMPASSING APPROXIMATELY 215 ACRES OF LAN AND WATER AT THE FORMER ALAMEDA FLEET AN INUSTRIAL SUPPLY CENTER AN ANEX AN NAVAL AIR STATION (NAS) ALAMEDA EAST HOUSING. BE IT ORDAID by the City Council ofthe City of Alameda that: Section 1.In accordance with Subsection 30-91 of the Alameda Municipal Code Development Agreement Amendment DA-01-0001 , as shown on Exhbit "" is hereby adopted for all the real property within the 215 acre site situated within the City of Alameda, County of Alameda, State of Californa, located generally south of the Oakland-Alameda Estuary, west of the Mariner Square commercial area, north of the College of Alameda and Atlantic Avenue , and east of Main Street , exclusive of the Alameda Gateway Center, U.S. Coast Guard Housing, and Miler Elementary School. Section 2.The above Development Agreement Amendment DA-Ol-OOOI shall be known as and referenced to as the First Amendment to the Development Agreement by and between the City of Alameda and the Catellus Development Corporation. Section 3.This Ordinance shall be in full force and effect from and after the expiration of thirty (30) days from the date of its final passage subject to the signature of the development Agreement. NOTICE. No judicial proceedings subject to review pursuant to Californa Code of Civil Procedure Section 1094.5 may be prosecuted more than ninety (90) days following the date of this decision or any final action on any appeal , plus extensions authorized by Californa Code of Civil Procedure Section 1094. Attest: Wei0iP- City Clerk FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ALAMEDA AND CATELLUS DEVELOPMENT CORPORATION This First Amendment to Development Agreement By and Between the City of Alameda and Catellus Development Corporation ("First Amendment") is made effective as of this day of , 2001 ("First Amendment Effective Date ), by and between the CITY OF ALAMEDA , a municipal corporation organized and existing under the laws of the State of California ("City ), and CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation ("Developer RECITALS A. WHEREAS , on June 6 , 2000 , City and Developer entered into that certain Development Agreement By and Between the City Of Alameda and Catellus Development Corporation Development Agreement"). All capitalized terms used herein shall have the definitions given in the Development Agreement , unless otherwise expressly stated herein. B. WHEREAS , on March 20 2001 , City, the City of Alameda Community Improvement Commission , the Alameda Reuse and Redevelopment Authority, the Alameda Housing Authority, Developer , Renewed Hope Housing Advocates , and Arc Ecology entered into that certain Settlement Agreement ("Settlement Agreement" C. WHEREAS , pursuant to the terms of the Settlement Agreement and subject to its terms and conditions , City and Developer are obligated to fund and construct, or cause to be constrcted , the FISC/East HousingAffordable Housing Project (as defined in the Settlement Agreement) on a three (3) acre parcel (the "FISC/East Housing Affordable Housing Project Site ) within the Property, as depicted on Exhibit A to the Settlement Agreement. D. 'VHEREAS in order to implement this requirement of the Settement Agreement , the City and Developer desire to delete the FISC/East Housing Affordable Housing Project Site from the Property that is subject to the Development Agreement. NOW THEREFORE , in consideration of the mutual terms , covenants , conditions and promises set forth herein, the City and Developer agree as follows: 1. Description of the Property. Recital C of the Development Agreement is hereby deleted in its entirety and replaced with the following: C. The United States Navy ("Navy ) owns in fee approximately 218 acres of real property in City, approximately 72 acres of which ("East Housing ) is a portion ofthe former Alameda Naval Air Station ("NAS Alameda ) and approximately 146 acres of which is the former Fleet Industrial Supply Center FISC"). NAS Alameda closed in April J 997 and the FISC closed in September 1998. The Navy initiated the disposal process for Exhibit A NAS Alameda pursuant to the Defense Base Closure and Realignent Act of 1990 , which resulted or wil result in the economic development conveyance of East Housing to the Alameda Reuse and Redevelopment Authority ("AR"). Special legislation authorizes the transfer ofthe FISC to City independent of the NAS Alameda process. The Navy, AR and City negotiated the terms of the conveyance ofNAS Alameda and the FISC to AR and the City, respectively. AR and the City will transfer or have transferred NAS Alameda and the FISC to the Community Improvement Commission of Alameda ("CIC" Pursuant to the Disposition and Development Agreement between CIC and Developer approved by the CIC on May 31 2000 DDA"), and subject to the conditions therein, upon acquisition of NAS Alameda and the FISC from AR and the City, respectively, CIC is obligated to sell to Developer and Developer is obligated to purchase from CIC portions ofthe FISC and East Housing, consisting of approximately 87 acres for the residential portion of the Proj ect and approximately 77 acres for the business park portion of the Project. In addition, portions of the FISC/East Housing wil be sold/conveyed by the CIC or City to both the Port of Oakland ("Port") and the Alameda Unified School District AUSD"). An additional approximately 2.5 acres will be utilized by the CIC or Alameda Housing Authority for a 39-unit low income housing project ("Multi-Family Housing Site ). An additional approximately 3 acres (the "FISC/East Housing Affordable Housing Project Site ) wil be used for a 60 unit affordable housing project ("FISC/East Housing Affordable Housing Project") to be constructed pursuant to the terms of that certain Settlement Agreement ("Settlement Agreement") dated March 20 , 2001 , by and between City, the CIC , AR , the Alameda Housing Authority, Developer, Renewed Hope Housing Advocates and Arc Ecology. The boundaries of the portion of the FISC and East Housing to be conveyed to Developer depend on the boundaries of the property to be conveyed to the Port of Oakland AUSD and used for the Multi-Family Housing Site and the FISC/East Housing Affordable Housing Project Site. The boundaries of the property to be conveyed to the AUSD have been defined. The boundaries of the property to be conveyed to the Port of Oakland and the property to be used for the Multi-Family Housing Site and the FISC/East Housing Affordable Housing Project Site have been tentatively set but are subject to refinement as described in more detail in various agreements with the Port of Oakland and for the Multi-Family Housing Site and in the Settlement Agreement for the FISC/East Housing Affordable Housing Project Site and as described in more detail in this Development Agreement. The portion of the FISC 4ld East Housing to be conveyed to Developer, to the Port of Oakland , to AUSD and to be used for the Multi-Family Housing Site and the FISC/East Housing Affordable Housing Project Site are referred to herein , collectively, as the "Property." The Propert is described in attached Exhibit A and shown on the map set forth in attached Exhibit B , and the portions of the Property to be eonveyed to the Port , AUSD and to be used forthe Multi-Family Housing Site and the FISC/East Housing Affordable Housing Project Site will be deleted from the definition of "Property," as soon as the boundaries e finally established. Approximately 1.38 acres of right-of-way is currently owned by the Union Pacific Railroad Company (" Right of Way ) which are planed to be acquired by the CIC. At such time as this aequisition oecurs , the UP Right of Way wil be added to the definition of Property. 2. Deletions from the Property. Section 1.2.2 of the Development Agreement is hereby amended as indicated in double-underlined and stricken text below: Deletions from Property . The Parties acknowledge that CIC and/or City has entered into or intends to enter into agreements with.severalparties which will result in the deletion of certain property from the Property. These agreements include: (i) that certain Memorandum of Understanding, executed by all parties as of February 22 , 2000 , by and among the Alameda County Homeless Base Conversion Collaborative , AR , CIC , the Alameda Housing Authority, City, the County of Alameda, and the Alameda Point Collaborative , Inc. ("Housing Agreement"), which provides for the conveyance of the Multi-Family Housing Site shown in the alternative locations in the Housing Agreement , to third parties for thirty-nine (39) units of multi-family housing ("Multi-Family Housing ) that are proposed independently of the Project; (ii) an agreement between City and AUSD , dated March 28 , 2000 , (" School Agreement") which provides for the conveyance of certain property described therein to the AUSD for an approximately eight (8) acre school site ("School Site ); (iii) an agreement between the Port of Oakland ("Port") and City dated January 18 , 2000 ("Port Agreement"), which provides for a portion of the Property approximately described in the Port Agreement ("Port Property ) to be taken by the Port; and (iv) the Settlement Agreement , which provides for the FISC/East Housing Affordable Housing Project Site to be conveyed to third parties for sixty (60) units of affordable housing that are proposed independently of the Project. At such times as the Multi-Family Housing Site is finally selected pursuant to the Housing Agreement, and the boundaries of the Port Property are finally established , and the boundaries of the FISC/East Housing Affordable Housing Project Site are finally established , the Parties shall meet and confer in good faith to revise the description of the Property contained in Exhibits A and to remove from the legal description and the map the portion of the Property that is conveyed to third parties for the Multi-Family Housing Site , the School Site , the Port Property and the FISC/East Housing Affordable Housing Project Site. At the time of such deletions , the term "Property herein shall automatically exclude such portion of the Property so deleted. Prior to conveyance by the City and/or CIC of any portion of the Property to the Port , the AUSD or to be used for the Multi-Family Housing Site or the FISClEastHousing Afordable Housing Project Site , puruant to the above-described agreements, the City and Developer shaH enter into a release , substantially in the form attched hcrctoas Sxhibit C , releaing the Multi-Famly Housg Site, the School Site , the Port Property and the FISClast Housing Affordable Housing Project Sitc, as applicable , from the Developm.ent Agreement. City shall cooperate with CIC to allow cre to Execute similar releases , if needed , under the DDA. 3. A.uthoritY. The persons si.gnin below represent that they have the authority to bind their respective Par, and that aU necessar boar of directors , shareholders , parer , city councils', redevelopment agencies ' or other approval have been obtained. 4. CountequlI!s . This Firt Arendment may be exccutedin onc or more counterpars, and all of the counterpars shall constitute but one and the same agreement. notwithstanding that all Paries hereto ar not signatory to the same or original counterpar. S. Ratification of Aereement.The Development Agreement , as modifed by this First Amendmeot , remains in fu.ll force and effect , and the Paries hereby ratify the same. )N WITNSS WHEROF. the Pardeshereto have executed one or more copies of tlUs Firt Amendment as of the date first set fort above. Developer CATELLUS DEVELOPMENT CORPORATION. , are corporation By: Its: (j"), d , '\ :c.t. 7,,J. '-.. Name: By: Name: Its: City" CITY OF ALAMDA, a California municipal corporation By: . ' 1C: TrEST A TION: City ClerkBy: DASTOFAPPR "i ity AttorneyBy: , the undersigned , hereby certify that the foregoing Ordinance was duly and regularly adopted and passed by the Council of the City of Alameda in an adjoumed regular meeting assembled on the 2nd day of January, 2002 by the following vote to wit: AYES:Councilmembers Daysog, DeWitt , Johnson , and Mayor Appezzato - 4. NOES:Councilmember Kerr - ABSENT:None. ABSTENTIONS:None. IN WITNESS , WHEREOF , I have hereunto set my hand and affxed the offcial seal of said City this 3rd day of January, 2002. rJ Wel; Lara Weisiger , Cit City of Alameda