1997-10-09 ARRA PacketAGENDA
Regular Meeting of the Governing Body of the
Alameda Reuse and Redevelopment Authority
* * * * * * **
Alameda City Hall
Council Chamber, Room 390
2263 Santa Clara Avenue
Alameda, CA 94501
Thursday, October 9, 1997
5:30 p.m.
IF YOU WISH TO ADDRESS THE AUTHORITY:
(1) Please file a speaker's slip with the secretary, and upon recognition by the Chair, approach the
rostrum and state your name. Speakers are limited to three minutes per item.
(2) Lengthy testimony should be submitted in writing and only a summary of pertinent points
presented verbally.
(3) Applause or demonstrations are prohibited during ARRA meetings.
1. SPECIAL CLOSED SESSION OF THE ARRA TO CONSIDER:
CONFERENCE WITH REAL PROPERTY NEGOTIATOR
Property: Alameda Naval Air Station
Negotiating parties: ARRA and U.S. Navy
Under negotiation: Economic Development Conveyance of property at NAS Alameda
Conference with Real Property Negotiator pursuant to subdivision (b) of Section 54956.8.
5:30 p.m.
2. ROLL CALL
3. CONSENT CALENDAR
3 -A. Approval of the minutes of the special meeting and the regular meeting of August 6, 1997.
3 -B. Approval of the minutes of the regular meeting of September 3, 1997.
3 -C. Approval of the minutes of the special meeting of September 25, 1997.
3 -D. Recommendation that the ARRA become an associate member of the Alameda Education,
Technology, and Business Consortium.
4. ACTION ITEMS
6:30 p.m.
4 -E. Report recommending authorization for the Executive Director to finalize and execute a ten -
year lease for the Officers' Club with the City of Alameda.
4 -F. Report recommending authorization for the Executive Director to finalize and execute a ten -
year lease for building 530 with Tower Aviation Services.
4 -G. Report from the Executive Director recommending authorization to finalize negotiations and
execute a 15 -year interim lease with the San Leandro Shelter for Women and Children.
ARRA Agenda - October 9, 1997 Page 2
4 -H. Recommendation to the ARRA on prioritizing Navy environmental cleanup projects to support
the Economic Development Conveyance business plan/application.
4 -I. BRAG recommendation to the ARRA on the appointment of a new BRAG Vice -Chair and
Community Involvement Work Group Chair.
5. ORAL REPORTS
5 -J. Oral report from the BRAG updating the ARRA on current activities.
5 -K. Written status report from the Executive Director.
1. Aircraft Carrier Hornet Foundation.
2. Master Parcel Lease/Master Use Permit.
3. Restricted -use airfield.
4. LBP (lead -based paint) abatement in Big Whites and CPO (Chief Petty Officer) units.
5. Special events policy.
6. BCDC port priority designation.
7. Alameda Naval Air Museum.
- 5 -L. Oral report from the Executive Director (non- discussion items).
6. 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 or of which it may take cognizance, that is not on the agenda.)
7. COMMUNICATIONS FROM THE GOVERNING BODY
8. ADJOURNMENT
Notes.
• Sign language interpreters will be available on request. Please contact Margaret Ensley, ARRA Secretary,
at 864 -3400 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.
This meeting will be simultaneously broadcast on cable channel 22 on October 9
and replayed on Thursday, October 16 at 7:30 p.m.
The next regular ARRA meeting is scheduled for Wednesday, November 5,1997.
UNAPPROVED
MINUTES OF THE SPECIAL MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Wednesday, August 6, 1997
ROLL CALL
The tour bus left the ARRA parking lot at Building 90 at 4:00 p.m. Due to the nature of
the bus tour, a formal roll call was not taken.
ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
None.
BUS TOUR OF ALAMEDA POINT
A tour of Alameda Point was guided by Ed Levine. No business
deliberated or taken.
as discussed and no action
AD.TOTURNMENT
The tour bus returned to the Building 90 parking lot at 5:00 p.m.
Respectfully submitted,
Gah t-'
Margaret E. Ensley
ARRA Secretary
recycled paper
A:\MINUTES \8 -6 SPC.MIN
UNAPPROVED
MINUTES OF THE REGULAR MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Wednesday, August 6, 1997
The meeting convened at 5:36 p.m. with Chair Appezzato presiding.
ROLLCALL
Present: Chair Ralph Appezzato, Mayor, City of Alameda
Roberta Brooks, alternate to Vice- Chair Sandre Swanson, District Director,
9th Congressional District (arrived at 5:42 p.m.)
Albert DeWitt, Councilmember, City of Alameda
Barbara Kerr, Councilmember, City of Alameda
Tony Daysog, Councilmember, City of Alameda (arrived at 5:50 pm.)
James Sweeney, alternate to Karin Lucas, Councilmember, City of Alameda
David Brown, alternate to Wilma Chan, Alameda County Board of
Supervisors,
District 3 (arrived at 6:24 p.m.)
Jay Leonhardy, alternate to Elihu Harris, Mayor, City of Oakland (left at
7:38 p.m.)
Kathleen Ornelas, alternate to Ellen Corbett, Mayor, City of San Leandro
Ex- officio: Diane Lichtenstein, alternate to Lee Perez, Ex- officio, BRAG
Ardella Dailey, Ex- officio, Alameda Unified School District
Absent: None
CONSENT CALENDAR
None.
ACTION ITEMS
Chair Appezzato announced two changes to the agenda: (1) item #3 -A was being pulled at the
request of Member Kerr, who had removed her name from consideration as a member of the RFP
committee for West Housing; and, (2) item 4 -C would be called first in consideration for the
consultant's time.
3 -A Recommendation that a member or members of the ARRA governing body be included on the
• 1 • • i.' • . • • • " M, U . J •
Pulled.
• i .. •1, •1 • : .11 -•.. *• 1
• • 1
4 -C. Presentation by D. Paul Tuttle on public trust a
Mr. Tuttle explained that the four steps in the appraisal process were to (1) determine property value;
(2) identify the trade parcels; (3) negotiate the trade; and, (4) finalize the land swap. Mr. Tuttle
informed the ARRA that the appraisal process was scheduled for completion the first week of
September with the final report due the end of September.
recycled paper
•• or
1 A:\MINUTES \8 -6 REG.MIN
Speaker:
Arthur Feinstein, Executive Director of the Golden! Gate Audubon Society, urged the ARRA to
look at the whole package at once rather than parcel by parcel. Mr. Tuttle explained that the
approach was not piecemeal but was designed with a holistic set of parameters.
3 -B 11' • •' �i �- ,re ` a`e r' .y follow -up direction
to staff; final action to be deferred to a future meeting (no staff report).
Executive Director Miller explained that in order to prepare a report that will reflect the true
economic picture for an airfield, direction from the board is needed, as the scenarios range from
maximum use of 10 -20 flights a day (option A) down to just air shows and fly -ins during the off-
Tern nesting season. To continue the process, the next steps would be to issue an RFP, find an
operator to operate the field under specific parameters as outlined by Fish & Wildlife and the ARRA
governing body, and then —if option A is chosen —to get letters of intent from firms interested in
leasing the hangars. With that information, an economic profile could be compiled that would
accurately reflect costs and revenues. Due to the staff work and expense involved (OEA would not
fund an RFP, it would have to be City money), it would be helpful to have a sense of the governing
body's thinking. Because the final decision will be land -use related, it will require a "super -
majority," or a minimum of three votes of the City Council members on the governing body in order
to pass. Therefore, if there are already three City Council members who are not interested in
entertaining the idea of a limited -use airfield, staff will not proceed with this costly and time -
consuming process. If ARRA members need more information in order to make their decision, then
staff would proceed.
Ms. Miller added that Joe Davis, (the only party to date to make a formal submission to operate the
airfield) has offered to conduct a 2 -3 month demonstration period during which he would fly in the
types of aircraft being considered within the proposed time frame (conditions to be set by ARRA and
Fish & Wildlife) to assess the noise impacts. This would include noise monitoring at strategic
impacted areas.
Executive Director Miller wrapped up with a request to "take the pulse of the board" on whether to
pursue or not pursue. Chair Appezzato concurred, adding that there would be an emphasis on the
five City Council members in light of the "super- majority" nature of any final decision. Chair
Appezzato stated that he would like the information gathering process to go forward in light of his
questions on the economic feasibility of an airfield, whether or not other uses of the
hangars /specialized buildings would generate equal revenue, and whether it would have community
support. His preference would be for a less intense use of the airfield.
Member Daysog stated that while he felt that three years ago the City decided against a full- service
airport and they should stand by that decision, he was interested in studying the least level of
activity, using the airfield for educational, cultural, and historical events such as air shows if they
pass the EIR.
Member Kerr felt there was not enough information to make a decision and more dialogue with Fish
& Wildlife was necessary as it seems they want to control the whole base. The airfield is a huge
capital asset and she instinctively feels that the hangars would bring in more with the runways
operational. She added that not everyone at Ballena Bay feels that bringing the airfield back will
cause more noise and that after the field was shut down, the first winter storm resulted in a reverse
pattern from SFO that resulted in much worse noise.
erecycled paper
2
A:\MINUTES \8- 6_REG.MIId
Alternate Sweeney stated that it was not an easy "yes or no." The West End and BFI are "reeling"
under an increased noise level from the Oakland Airport, which is in the process of expanding: This
leads to concern over the "cumulative" effect of operating the airfield. BTC (Base Transition
Coordinator) Norma Bishop stated that ARRA, working with Fish & Wildlife, would impose its own
restrictions to define the use intensity, noise levels, and traffic patterns. She added that the
demonstration project proposed by Mr. Davis would, provide part of the data necessary to identify
objectives. Alternate Sweeney stated that very good noise evaluations were extremelyamportant as
NAS is flanked by family neighborhoods. He stressed that it is very important to know what the
risks are from air shows—both safety and noise—and questioned the profitability of an airfield
without having air shows.; He also questioned the ability to close the airfield in the future without
lawsuits. The base should be developed to its "highest and best use" and it does not specify an
airfield.
Member Daysog stated that he needed more information to make a judgement and there should be
compatibility with the vision of both businesses close by and the vision for the area.
Alternate Leonhardy stated, that more information is needed to see whether an airfield is worth
pursuing. Parameters must be set that define what the :community is willing to live with That
information is necessary in order to put out an RFP and to give prospective' tenants the information
they need to assess whether or not it meets their needs.
Alternate Ornelas asked if it wasn't premature to debate without Fish & Wildlife setting its
restrictions. Executive Director Miller stated that Fish & Wildlife has agreed to work with the
community on desired uses and it is up to the ARRA to let Fish & Wildlife know what we desire.
Alternate Brooks stated her position, that a demonstration project would be the cheapest and most
effective way to proceed. Member Kerr agreed that atrial was an appropriate and effective way to
test the airfield concept. Alternate Brooks added that a concern was what the runways will look like
if they are not maintained.
Chair Appezzato asked if Executive Directo
answered affirmatively.
Miller felt she had enough information and she
Speakers.
Charles Palin stated that the two air shows pointed out where there were crowd fatalities were in
Europe where they allow stunts over the crowds and perpendicular to the runways; in the U.S. there
are regulations to limit danger to crowds.
Mr. McCoy, an Alameda resident, cited an article in the Journal and the Tribune about airfields
being bad for neighborhoods. His house in the West End had an active offer that was canceled right
before it was presented to him because of this article and property values might be lowered by 20
percent if the airfield is activated.
Lou Gloyne, 11 -year resident of Alameda and volunteer with the Confederate Air Force, stated they
are ready, willing, and able to bring the figures on safety, attendance, etc. and work on safety issues.
Kurt Bohan commented that the article referenced by Mr. Palin used scare /terrorist tactics instead
of facts.
Arthur Feinstein, Golden Gate Audubon Society (GGAS), stated that the GGAS opposes operation
of a limited use airfield because it is inevitable that Least Terns will be injured and killed and outside
their breeding season, water birds and shorebirds roost on the runway and will be injured.
recycled paper ;•,
A:\MINUTES\8-6_REG.MIN
Member Kerr requested staff to provide the board with any available documentation on what effect
the Navy's sweeping of runways had on the birds.
Barbara Tulaya, Alameda resident, encouraged the board to pursue other uses for the hangars as
lucrative as an airfield and suggested a workshop similar to the limited -use airfield be held for others
to present alternative uses for the hangars.
Bill Tuohy, EBCRC, stated he has acted as the main administrative conduit for all airfield research
and studies to date and is in constant contact with OEA (Office of Economic Adjustment) who fund
the base reuse effort. He further stated that "OEA is not inclined to fund an endless parade of
studies." This last airfield study and the facilitator for the workshop are the end of the funding for
this effort as they feel it is time for the ARRA to make some decisions. Second, a position must be
formulated in order to negotiate with respect to tenants.
Bill Smith, an Emeryville citizen, stated that the hangars and other buildings might be used to attract
new industries and stated that flying jeeps, which cost a million dollars each, can be used along with
the airfield, antiques, and the Hornet to attract tourism.
Wayne Wilkinson, an airfield proponent, made four points: (1) the letter signed by seven wildlife
biologists states that "the maintained airfield provides little forage for predators" and that any change
to the configuration of the airfield may irrevocably affect the success of the Least Tern; (2) timing
and revenue —no permits are required if there is no substantial change in the usage of the hangars; (3)
if fire suppression systems have been certified within the last five years and water pressure is
adequate, no permits are required so revenue starts immediately; and, (4) on April 18 ;& 19, WWII
bombers were flown in and people came out in big numbers for clean, upscale activities.
Richard Neveln, a concerned citizen, suggested that staff contact Oshkosh and other communities
that have hosted air shows for information on their profitability, safety, numbers, etc.
4 -D.
Alternate Diane Lichtenstein encouraged everyone to attend the Town Meeting to be held on
September 25 at 7:00 p.m. at the cafeteria at Historic Alameda High School. She thanked the
Alameda Journal for their continuing generosity to the BRAG and the community. On August 12
the Alameda Journal will feature a half -page BRAG Times and the September 5 issue will include
a four -page insert in the Alameda Journal to identify and summarize current base reuse issues in base
reuse in advance of the September 25 Town Meeting. On September 7, the BRAG will participate
for the fourth year in the "Victoria in the Park" event with a booth and information. Mrs.
Lichtenstein stated that the BRAG is interested in developing an interim reuse strategy, working out
a marketing plan to maximize income. At its last meeting, BRAG had recommended that Dennis
Taylor be appointed as Vice Chair of the Economic Development Committee and ` that
recommendation should appear on the next ARRA agenda.
4 -E.
Executive Director Miller reminded the group that the following Tuesday, August 12 at 7:00 p.m.
in the cafeteria at Historic Alameda High School, the U.S. Fish & Wildlife Service is holding their
first open house and public meeting on a proposed management plan (which has not been completed
by F &W). Four strong proposals have been received in response to the RFP for West Housing.
Final interviews and a recommendation will be made to the ARRA at the September meeting. At
the NAID conference, ARRA was presented with a "Best of Show" award for its marketing
brochure. ARRA staff will be closed on August 8 and August 11 for the move from Building 90 to
Building 1; the phone number will remain the same.
®recycled paper
A:\MINUTES \8 -6 REG.MIN
4 -F
Chair Appezzato stated that the visit by the Secretary of Defense and Assistant Secretary of the Navy
went very well. He read the letter from the Secretary of Defense expressing his thanks for the
roundtable and tour of new businesses, stating that, he was "deeply impressed with the can -do
attitude of business and community leaders involved in the project" and refers to Alameda as "the
Crown Jewel of my case for further cuts: in defense infrastructure and closing with a pledge to
"working with you to insure the task at Alameda and Oakland come to a successful closure."
Executive Director Miller introduced Tinina Takemoto, the new receptionist for the joint City
caretaker /ARRA offices in Building 1 and Assistant ARRA Secretary and announced that next
month the ARRA will meet in the new City Council Chambers. Norma Bishop stated that the Navy
sent a letter to the Restoration Advisory Board that outlines a working resolution to the two -year
dispute between the Navy and the California EPA, on the screening methodology to determine which
parcels are contaminate. The Navy will dual- track screening of the parcels, using the Navy's
methodology concurrent with the application of risk assessment protocols defined by USEPA Region
9 and California DISC.
ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
Steven Starr, Western Aerospace Museum; asked the board to factor in the educational and
historical value of the airfield when making their final decision.
Barbara Baack, Naval Air Alameda Museum, assured the ARRA that in her years as Public Affairs
Officer for the Naval Aviation Depot, she was amazed at how compatible the, use of the airfield and
the birds were. The facts do not support any harm to the birds by the aircraft nor do they indicate
plummeting real estate values from the Navy operating the airfield.
Kurt Bohan, airfield proponent, stated that operating an airfield will provide jobs for skilled,
displaced workers, that aviation repair is necessary to the community, and that ARRA should tell
the Navy not to take the Hush House muffler building needed for the quiet repair of planes.
Bill Smith, Emeryville resident, discussed the economics of base reuse, multimillion dollar
machines at the base, and needed legislation.
Doug deHaan, BRAG member,: thanked the ARRA for its effort and discussed the RAB's efforts
for environmental remediation. The ARRA's quick action in sending out letters to the Navy helped
in reaching the excellent agreement between the Navy and California EPA to resolve the dispute in
screening methodology differences. He cautioned the board that there is legislation going forward
at the state level requesting that the state take the lead and the ARRA should remain aware of this
ongoing situation.
COMMUNICATIONS FROM GOVERNING BODY
ADJOURNMENT
The meeting was adjourned by Chair Appezzato at 7:59 p.m.
Respectfully submitted,
Marg. "et E. Ensley
ARRA Secretary
recycled paper
A:\MINUTES \8 -6 REG.MIN
UNAPPROVED
MINUTES OF THE REGULAR MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Wednesday, September 3, 1997
SPECIAL SESSION
The special session was convened at 5:40 p.m. with Chair Appezzato presiding to
address the following:
3 -B
CONFERENCE WITH REAL PROPERTY NEGOTIATOR
Property: Alameda Naval Air Station
Negotiating parties: ARRA and U.S. Navy
Under negotiation: Economic Development Conveyance of property at NAS Alameda
Conference with Real Property Negotiator pursuant to subdivision (b) of Section 54956.8
Chair Appezzato adjourned the special session at 6:15 p.m. Chair Appezzato reconvened the
meeting to order at 6:20 p.m. and announced that no action had been taken in the special closed
session.
ROLL CAI,I,
Present: Chair Ralph Appezzato, Mayor, City of Alameda
Roberta Brooks, alternate to Vice -Chair Sandre Swanson, District Director,
9th Congressional District
Albert DeWitt, Councilmember, City of Alameda
Barbara Kerr, Councilmember, City of Alameda
Tony Daysog, Councilmember, City of Alameda
James Sweeney, alternate to Karin Lucas, Councilmember, City of Alameda
Mark Friedman, alternate to Wilma Chan, Alameda County Board of Supervisors,
District 3 (arrived at 6:24 p.m.)
Kathleen Ornelas, alternate to Ellen Corbett, Mayor, City of San Leandro
Ex- officio: Lee Perez, Ex- officio, Base Reuse Advisory Group
Absent: Henry Chang, Jr., alternate to Elihu Harris, Mayor, City of Oakland
Ardella Dailey, Ex- officio, Alameda Unified School District
Upon determining that there was a speaker on item 3 -C, Chair Appezzato pulled it from the Consent
Calendar. Member DeWitt moved approval of items 3 -A, 3 -B, and 3 -D of the Consent
Calendar. The motion was seconded by Alternate Ornelas and passed unanimously - 8.
Absent 1 - Chang. [Items so enacted or adopted are indicated by an asterisk.]
*3 -A.
48,1 . / 5- 11 1 -
1 r m .. 'ng o May 7, 1997.
*3-B Approval of the minutes of the regular meeting of June 4, 1997.
*3 -D. Report and recommendationfrom..the Executive Director tommend _t1te..applicable_sections
se plan to include a 525 =acre Wildli e Refuge as_a_ ederal
&make csmesponding technical
lull 1 + :-
transfer as r_eq
language changes
@recycled paper
1 A: \MINUTES \9- 3- 97.MIN
3 -C. Ap • • • • • - u •• • • • • • • : : • — : d_Workshop_ofhly_28 1491.
Speaker
Richard P. Neveln,.Nimitz Airfield Society, stated that the summary report on the Restricted Use
Airfield Workshop was not available to the public and could not be reviewed by him before the
board approved it. Executive Director Miller explained that the report had been available at the
August 6 meeting. Chair Appezzato requested that a copy be made available to Mr. Neveln.
Member Daysog inquired if the request was to approve the summary minutes or any particular
recommendations within the summary? Executive Directory Miller explained that the vote was just
to accept the summary minutes that were provided by the EBCRC, who financed the workshop.
Alternate Brooks moved acceptance of the summary report [minutes] of the Airfield
Workshop. Member DeWitt seconded the motion, which passed unanimously: 8.
ACTION ITEMS
manage a part of the
Executive Director Miller stated that this recommendation covers Phase 1 of the request for
proposals for West Housing. Phase 1 includes all of the Big Whites and single - family units, as well
as six adjacent townhouses. Of the four firms that bid, the selection committee unanimously
recommends the firm of Gallagher & Lindsey, a local Alameda firm, to be the property managers
for the aforementioned units for a term of one year. The report also recommends that individual unit
metering be done on a phased basis with a surcharge added to the rental income to cover utility costs.
Chair Appezzato suggested that they only vote on the 44 Big Whites and single - family units, with
Gallagher & Lindsey and ARRA staff to return at a later date with a recommendation on the six
townhouses. Executive Director Miller stated that it had been an arbitrary decision to include the
two townhouse units containing 3 townhouses each. This had been done because the units are
contiguous to the single - family area and because the footprint proposed includes a neighborhood
park. It was felt that the boarded -up townhouses would negatively impact the neighborhood and its
marketability.
operty manager to renovate,.leas and
Speakers: None.
After discussion, Alternate Friedman moved approval of the recommendation with the
restriction on the six townhouses until Gallagher & Lindsey and ARRA staff can come back
to the governing body with a recommendation. Member DeWitt seconded the motion, which
passed unanimously: 8.
4 -F Report from the Executive Director recommendin
to imalize negattia ' • • , • • . - . - - • - : a . - . ' • • -d, Tndi Nations,_Inc.
Executive Director Miller briefly outlined the history of the homeless accommodation. In reliance
on the reuse plan . and with the expectation that the Record of Decision (ROD) would be received by
this year, several of the homeless providers had applied to HUD for funds to begin the rehabilitation
of their units. United Indian Nations must demonstrate site control in order to receive those funds
and HUD is willing to accept a 15 -year lease — actually the term will be the remainder of the 15 -year
lease which the ARRA signed a few months ago with the Navy —as evidence of site control. Per
Chair Appezzato's request, ARRA staff checked with HUD to see if there is any possibility of
recycled paper
2
A: \M INUTES \9 -3 -97. M IN
deferring the funding until after the ROD. HUD replied that under a statutory requirement, they
cannot extend the funding and site control must be demonstrated. Under the proposed lease, UIN
will only occupy the units for rehabilitation and caretaking; no actual occupancy will occur until
after the Record of Decision. This prototype lease will also be proposed for one other agency that
has sought HUD funds and needs to demonstrate site control —the San Leandro Women's Shelter
(which will be known at Alameda Point as the Bessie Coleman Project) situated in the Navy Lodge.
This will be a "no- cost" lease, however they are aware that they will be charged a common services
fee.
Alternate Friedman moved approval of the recommendation. Member DeWitt seconded the
motion, which passed by the following voice vote: Ayes: 7. Noes: 0. Abstentions: 1 - Kerr.
Absent: 1- Chang.
4 -G Recommendatioi regarding interim leasing and long -term use of the "campus area" of
Alameda Point.
Executive Director Miller explained that staff was ready to go forward with leasing some of the
buildings in the campus area. Last month, however, the BRAG made a recommendation that a
moratorium be placed on leasing campus area properties in order to conduct a comprehensive
marketing outreach for a single campus -user for the property. A listing was provided that outlines
the prospective tenants for individual properties, including one proposed user —the University of.
Northern California —who is requesting 200 acres.
Speakers.
Dr. Donald Haight, Vice President for University Relations of University of Northern California
(UNC), introduced Dr. Wai King Lu, President of UNC and Walter Bates, UNC Director of
Development. He explained that UNC is a not- for -profit institution that is established, has student
enrollment and a graduated class. They operate on a 194 -acre campus in Northern Marin County
with classrooms, libraries, dormitories; cafeteria, learning center, and offices.. They offer bachelors,
masters, and Ph.D. programs that are approved by the California Council of Private, Post - Secondary,
and Vocational Education. Their speciality is biomedical engineering, languages, and linguistics.
They are not yet accredited but they are in the lengthy process. While they would be satisfied with
65 acres, he suggested that there is an advantage to the ARRA's appointing them as the caretaker
of the 200 acres. This magnet campus would oversee the development of the entire campus area
through community involvement in a collaborative effort which would include appointing the Mayor
and City Manager to their board of directors along with the Chamber of Commerce. They are aware
that this is Tidelands Trust land and they are prepared to make negotiated lease payments and would
not be a burden on the City. UNC derives its funds as a research institution from various sources,
including research contracts, tuition, and fund- raising. They cannot compete with developers but
their proposal is for the future of the children of the community and the community itself. They are
now looking for a central location for a comprehensive curriculum and Alameda Point would be
perfect for their expansion. As soon as they get a sign of serious intent on behalf of the commission
they are prepared to move expeditiously. Chair Appezzato emphasized that ARRA would not make
a decision on any proposal at this meeting.
Speakers.
Ann Mitchum, Alameda resident, stated her preference that the campus include many interesting
organizations rather than a single user.
Lee Perez, BRAG Chair, stated that the BRAG has been very intensely involved in the academic
aspect of the base and future steps need to be carefully thought out and very aggressively marketed.
BRAG feels strongly that it is necessary to have an academic campus that brings in a well-
®recycled paper 3 A:\MINUTES \9- 3- 97.MIN
established educational institution or an umbrella that encompasses many schools that fit in with
high -tech industry and other clean, incubator -type businesses. He suggested that Congressman
Dellums' office or the County Economic Development offices or a combination might provide
support directly or the leverage for some funding for a marketing outreach effort. Alternate Brooks
explained that the only source of federal money that she is aware of is OEA (Office of Economic
Adjustment), which is funding the base reuse effort but OEA does not fund marketing studies.
Alternate Friedman stated that he had checked with Assemblyman Perata's office and Fort Ord in
Monterey was able to get a large state grant for their academic institution but our chances of getting
a similar grant are nil.
Pattianne Parker, BRAG Reuse Working Group Chair, stated that the BRAG formed a Task Force
to cross the Land Use, Economic Development, Reuse, and other Work Groups in order to initiate
progress and proactively look for opportunities for the historic campus core. The image and
character of Alameda Point is going to be determined by the users that are brought in and BRAG
wants to be more proactive in bringing those opportunities to the base.
After discussion among the ARRA governing body, the consensus was that it is inadvisable to
impose a moratorium and that, while the concept of one educational institution taking over the entire
campus area can be pursued if a funding source is located, the concept of a variety of educational
institutions, either under the umbrella of a consortium or magnet campus to oversee the development
of the area is also exciting. It was also agreed that a flexible process should be utilized and
immediate, aggressive action taken to focus on reliable institutions that can provide detailed financial
information that demonstrate fiscal strength.
Alternate Brooks motioned acceptance of the report. The motion was seconded by Alternate
Friedman and passed by unanimous voice vote: 8.
ORAL REPORTS
5 -H. Oral report from the BRAG u
BRAG Chair Lee Perez commented that (1) Parks & Recreation are working to integrate the plans
of the Alameda Recreation & Park Department, East Bay Regional Parks Department, golf course,
and other users into one recreational plan; (2) the Airfield Task Force has concluded but concern
remains as to what the ultimate benefit is to Alameda Point; (3) the BRAG has begun discussions
on how to eventually be melded seamlessly back into City departments, commissions, and boards
and what other community input will be needed; and, (4) the term "supportive services" needs to be
substituted for "homeless" to eliminate negativity. Member Kerr asked if BRAG was looking at
the Estuary Park since it appears the Coast Guard doesn't want title and will probably lease back.
Mr. Perez answered that the Estuary Park is included as part of the Parks & Recreation Work
Group's planning. Mr. deHaan added that the report from that work group will be available within
the next month or two.'
1 .
5 -I. Written report from the Executive Director.
Executive Director Miller summarized the items contained in the written report, including the
proposed airfield demonstration project; transfer of property and refuge management responsibilities
to U.S. Fish and Wildlife and the development of a management plan for the refuge; recent grant
awards to ARRA; and the upcoming BCDC vote on the port priority designation.
®recycled paper 4 A: \MINUTES \9- 3- 97.MIN
Speaker:
Richard Neveln, Nimitz Airfield Society, stated that at the last ARRA meeting the stated consensus
of the board was that a more restricted airfield was better. This was not an item agendized for action,
although it constituted an "action taken" under his reading of the Brown Act. Further, the airfield
demonstration project information states that a two -month testing period will begin in mid -
November, yet the decision on the airfield will be in the November/December time frame. The
demonstration project should be moved along more quickly and include not only noise but complete
compatibility tests as well as some review for other users. The study must move toward economic
and environmental sustainability for the airfield.
5 -J. OraLreport from the Executive Director (non- discussv ion items) None.
ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
Morten W. Wellhaven, an Alameda resident, stated that he hopes nothing goes forward on the
airport and there is never an Alameda airport. Industries that have been interested in Alameda Point
would no longer be interested if there was an airfield because of the noise and the communication
traffic. Also, if we OK an Alameda airfield it will be more difficult to oppose the expansion of the
Oakland Airport on the basis of noise.
Kurt Bohan, Alameda citizen, stated that the BRAG attempted to violate the Brown Act with a
secret meeting of the Airfield Task Force, although it failed. On August 6, there was another Brown
Act violation, which is not isolated but has been consistent over the past two years in a prejudice
against the airfield. A real demonstration project needs to be held that will generate all the needed
facts.
M. J. Dunlap, Alameda resident, had left the meeting and did not speak.
COMMUNICATIONS FROM THE GOVERNING BODY
Alternate Sweeney stated that he has requested the National Transportation Safety Board to send
him information about air show accidents before the workshop. They have now sent him detailed
information from 1983 until present with fatalities, deficiencies, etc. that contributed to accidents.
He gave the packet to Executive Director Miller for reproduction for members of the board and to
have available to the public.
Member Kerr also asked that a copy be sent to the public library and the City Clerk's office. She
inquired into the future of the television coverage. Chair Appezzato stated that the meeting was live.
ADJOURNMENT
The meeting was adjourned by Chair Appezzato at 8:04 p.m.
Respectfully submitted,
arat�
Marg. '-t E. Ensley
ARRA Secretary
{'lirecycled paper 5 A:\MINUTES \9- 3- 97.MIN
• UNAPPROVED
MINUTES OF THE SPECIAL MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Thursday, September 25, 1997
Chair Appezzato convened the Special Meeting at 5:00 p.m.
3 -C
ROLL CALL
Present: Chair Ralph Appezzato, Mayor, City of Alameda
.Albert DeWitt, Councilmember, City of Alameda
Barbara Kerr, Councilmember, City of Alameda
James Sweeney, alternate to Karin Lucas, Councilmember, City of Alameda
Tony Daysog, Councilmember, City of Alameda (via telephone)
Mark Friedman, alternate to Wilma Chan, Alameda County Board of Supervisors,
District 3
Absent: Vice -Chair Sandre Swanson, District Director, 9th Congressional District
Henry Chang, Jr., alternate to Elihu Harris, Mayor, City of Oakland
Ellen Corbett, Mayor, City of San Leandro
PUBLIC COMMENT
• None.
The Special Meeting was adjourned to a Closed Session to consider:
CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
Significant exposure to litigation pursuant to subdivision (b) of section 54956.9
Number of Cases: One
Initiative of litigation pursuant to subdivision (c) of section 54956.9
Number of Cases: One
Following the Closed Session, the Special Meeting was reconvened. There being no public
participants to make an announcement to and no further business before the ARRA, Mayor
Appezzato adjourned the Special Meeting at 6:20 p.m.
Respectfully submitted,
Margaret E. Ensley
ARRA Secretary
The agenda for this meeting was posted in accordance with the Brown Act.
recycled paper C:\MARGARET\ARRA \MINUTES \9- 25SPC.MIN
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
TO: Honorable Members of the Alameda Reuse and
Redevelopment Authority
FROM: Kay Miller, Executive Director
DATE: October 2, 1997
SUBJ: Recommendation that the ARRA become an associate member of the Alameda
Education, Technology, and Business Consortium.
Background.
The Alameda Education, Technology, and Business Consortium (Consortium) was formed through
the efforts of the Alameda Base Reuse Advisory Group (BRAG) to assist with the conversion of the
Alameda Naval Air Station by linking business and educational resources. The core membership
of the Consortium includes the College of Alameda, the Alameda Unified School District (AUSD),
Pan Pacific University (PAU), and California State University Hayward (CSCH). Besides the
Alameda Reuse and Redevelopment Authority (ARRA), other interested members include the
Economic Development Alliance for Business (EDAB), the East Bay Conversion and Reinvestment
Commission (EBCRC), CALSTART, and ACET.
At a previous meeting of the ARRA, the ARRA was asked to sign the attached Memorandum of
Understanding (MOU) before the development of the Consortium's Mission Statement or Bylaws.
The ARRA requested that the Consortium return to the ARRA when these things had been
completed, and upon completion of the Mission Statement and Bylaws, the Consortium is asking
the ARRA to join as an Associate Member.
DiscussionLAnalysis:
The mission of the Consortium is "To establish a one -stop source for the development of education
and training for emerging technologies and industries that will contribute to the revitalization of the
City of Alameda and the surrounding region's economy, providing a highly skilled work force that
will produce goods and services for national and international markets. This vision will be achieved
through a consortium of education providers, research institutions, organized labor, technology
transfer organizations, and industries/business."
The Consortium has established three levels of membership: Governing Body, Associates, and
Affiliates. The Governing Body will include the College of Alameda, AUSD, PPU, CUSH and
business representatives, i.e., CALSTART. Associate members will include the ARRA, EDAB,
EBCRC, and the West Alameda Business Association. Affiliate members could include other
businesses and local civic or community organizations interested in participating in the activities of
the Consortium.
EiscaLImpact:
It is the ARRA staff's understanding that there will be no costs or fees associated with Affiliate
Membership. Therefore, there should be no fiscal impact other than staff time to attend or
participate in Consortium meetings.
Honorable Members of the
Alameda Reuse and Redevelopment Authority
October 2, 1997
Page 2
Recommendation'
It is recommended that the ARRA authorize the Executive Director to sign the attached MOU for
affiliate membership in the Consortium.
Sincerely,
btAi
Kay Miller
Executive Director
Attachment: Consortium MOU and Bylaws
MEMORANDUM OF UNDERSTANDING
I. Introduction
The impending closure of the Alameda Naval Air Station, and its occupancy
by other organizations, has resulted in the need to establish a body to define
and oversee the joint activities of the new associates, with the understanding
that each organization will continue to pursue its own activities as well.
The closure of the Alameda Naval Air Station gives these organizations the
opportunity to support local economic development and provide for
educational and technical training needs.
This Memorandum of Understanding will establish a Consortium called the
Alameda Education, Technology, and Business Consortium between Alameda
Unified School District; Peralta Community College District; Pan- Pacific
University; California State University, Hayward; ACET and CALSTART.
Purpose
The Alameda Education, Technology, and Business Consortium will serve the
City and the region as a resource center and clearing house of information and
educational training services for business tenants, prospective business
clients, and the general public. It will provide for a full range of educational
and training services, coordinating service delivery among the member
service providers, and addressing gaps in services needed by the
Consortium's clients.
II. General Roles and Responsibilities
Each of the members of the Consortium will provide one representative to the
Consortium's governing board which will convene regularly scheduled
meetings to plan and oversee the execution of agreed -upon Consortium
activities. The first task of the Board will be to select officers and establish
by -laws. Once these by -laws are approved by the governing boards of each
participating agency, they will be delineated in Consortium by -laws.
The Board will:
• provide policy and advisory functions for the Consortium,
• guide overall program development and implementation and
recommend resource development and development strategies,
including pursuing available grants through government and
other bodies,
• establish educational and training priorities and explore new
avenues for expanding the educational and training roles of the
member organizations,
• establish an effective liaison with business and industry to
support their activities and enhance the mission of the
Consortium, and
• establish connections with other service providers, including
educational institutions, to coordinate resources for their mutual
benefit.
III. Terms and Conditions
The Consortium's by -laws will reference areas where member organizations
function jointly. It will not supersede or override operating principles of any
of the members or limit their operational autonomy. Provisions for the
addition of new Consortium members will be delineated in the by -laws.
IV. Termination of Agreement
Membership in the Consortium, as defined by this Memorandum of
Understanding, may be terminated by giving notice in writing to the Board.
The Consortium can be disbanded by agreement of the Board with a 60 -day
notice.
2
Hold Harmless Clause
The Consortium shall indemnify, defend and hold harmless its officers, agents
and employees, and their respective organizations from any and all liabilities
and claims of any nature or damages of any character whatsoever, including
death, sickness, or injury to persons or property from any cause whatsoever,
arising' from or connected with the operations or services of the Consortium
or resulting from the conduct, negligence, or otherwise, in whole or in part, of
the Consortium, its officers, agents, representatives, or employees to the
extent permitted by law.
(Organization)
agrees to participate in the Alameda
Education, Technology, and Business Consortium as a governing member.
Signed:
(Name)
(Title)
3
(Date)
ALAMEDA EDUCATION, TECHNOLOGY, AND BUSINESS CONSORTIUM, INC.
A California Nonprofit Public Benefit Corporation
BYLAWS
I. NAME
The name of this Corporation is Alameda Education Technology and Business
Consortium, Inc. ("Corporation").
II. OFFICES
Section 2.1. Principal Office. The principal office of the Corporation for the
transaction of its business is located at the College of Alameda, 555 Atlantic Avenue,
Alameda, CA 94501 in Alameda County, California.
Section 2.2. Change of Address. The county of the Corporation's principal
office can be changed only by amendment of these Bylaws and not otherwise. The
Board of Directors may, however, change the principal office from one location to
another within the named county by noting the changed address and effective date
below, and such changes of address shall not be deemed an amendment of these
Bylaws.
Section 2.3. Other Offices. The Corporation may also have offices at such
other places, within the State of California, where it is qualified to do business, and its
business may require and as the Board of Directors may, from time-to-time, designate.
III. PURPOSES AND LIMITATIONS
Section 3.1. General Purpose. This Corporation is a nonprofit public benefit
Corporation and is not organized for the private gain of any person. It is organized
under the nonprofit public benefit Corporation law for charitable purposes.
Section 3.2. Tax Law Compliance. The exclusive objectives and purposes of
this Corporation shall be to engage in charitable, scientific or educational purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the
corresponding provision of any future United States Internal Revenue law ("Code").
Notwithstanding any other provisions of these articles, this Corporation shall not,
except to an insubstantial degree, engage in any activities or exercise any powers that
are not in furtherance of the purposes of this Corporation, and the Corporation shall not
transact any business or carry on any other activities that are not permitted to be
carried on (a) by a Corporation exempt from federal income tax under Code Section
501(c)(3), or (b) by a Corporation, contributions to which are deductible under Code
Section 170(c)(2).
Section 3.3. Specific Purposes. Within the context of the general purposes
stated above, the specific purposes of this Corporation are to provide educational
services, advice and consulting services for appropriate organizations, receive
contributions, and to maintain a fund from such contributions, and to use and apply the
whole or any part of the income therefrom and the principal thereof exclusively for
charitable, scientific, or educational purposes.
Section 3.4. Limitations. No substantial part of the activities of this
Corporation shall consist of lobbying or propaganda, or otherwise attempting to
influence legislation, except as provided in Code Section 501 (h), and this Corporation
shall not participate in or intervene in (including publishing or distributing state
statements) any political campaign on behalf of any candidate for public office except
as provided in Code Section 501 (h).
Section 3.5. Charitable.Dedication. All corporate property is irrevocably
dedicated to the purposes set forth in Article 111 above. No part of the net earnings of
this Corporation shall inure to the benefit of its directors, trustees, officers, private
persons or members, or to individuals. On the winding up of this Corporation, after
paying or adequately providing for the debts, obligations, and liabilities of the
Corporation, the remaining assets of this Corporation shall be distributed to such
organization (or organizations) organized and operated exclusively for charitable,
scientific or educational purposes as selected by the Board, which has established its
tax exempt status under Code Section 501(c)(3) of the Internal Revenue Code, and
which has established its tax exempt status under Section 23701d of the California
Revenue and Taxation Code, or the corresponding section of any future California
Revenue tax law.
IV. MEMBERS
Section 4.1. One Class of Members. This Corporation shall have one class of
members.
Section 4.2. Statutory Members. Members of this Corporation are persons
who from time -to -time are approved for membership by the Board, in its discretion, and
except to an insubstantial degree, engage in any activities or exercise any powers that
are not in furtherance of the purposes of this Corporation, and the Corporation shall not
transact any business or carry on any other activities that are not permitted to be
carried on (a) by a Corporation exempt from federal income tax under Code Section
501(c)(3), or (b) by a Corporation, contributions to which are deductible under Code
Section 170(c)(2).
Section 3.3. Specific Purposes. Within the context of the general purposes
stated above, the specific purposes of this Corporation are to provide educational
services, advice and consulting services for appropriate organizations, receive
contributions, and to maintain a fund from such contributions, and to use and apply the
whole or any part of the income therefrom and the principal thereof exclusively for
charitable, scientific, or educational purposes.
Section 3.4. Limitations. No substantial part of the activities of this
Corporation shall consist of lobbying or propaganda, or otherwise attempting to
influence legislation, except as provided in Code Section 501 (h), and this Corporation
shall not participate in or intervene in (including publishing or distributing state
statements) any political campaign on behalf of any candidate for public office except
as provided in Code Section 501 (h).
Section 3.5. Charitable Dedication. All corporate property is irrevocably
dedicated to the purposes set forth in Article III above. No part of the net earnings of
this Corporation shall inure to the benefit of its directors, trustees, officers, private
persons or members, or to individuals. On the winding up of this Corporation, after
paying or adequately providing for the debts, obligations, and liabilities of the
Corporation, the remaining assets of this Corporation shall be distributed to such
organization (or organizations) organized and operated exclusively for charitable,
scientific or educational purposes as selected by the Board, which has established its
tax exempt status under Code Section 501(c)(3) of the Internal Revenue Code, and
which has established its tax exempt status under Section 23701d of the California
Revenue and Taxation Code, or the corresponding section of any future California
Revenue tax law.
V. MEMBERS
Section 4.1. One Class of Members. This Corporation shall have one class of
members.
Section 4.2. Statutory Members. Members of this Corporation are persons
who from time-to-time are approved for membership by the Board, in its discretion, and
subscribe to and agree to carry out the principles, and support the goals and objectives
of the Corporation. Any eligible person proposed by a member and approved by the
Board, in its discretion, shall become a member of this Corporation. Members shall
have the right to vote, as set forth in these Bylaws, on the election of Directors, on the
disposition of all or substantially all of the Corporation's assets, on any merger and its
principal terms and any amendment of those terms, and on any election to dissolve the
Corporation. In addition, those members shall have all rights afforded members under
the California Nonprofit Public Benefit Corporation Law. References in these Bylaws to
"members" shall mean members as defined in Section 5056 of the California
Corporations Code. For purposes of these Bylaws, the term "person" means an
individual, entity (whether general business, non-profit or tax exempt),a governmental
unit or agency, and a political subdivision or instrumentality of the United States or any
State, including educational institutions, service providers, research institutions, and
technology transfer organizations.
Section 4.3. Advisors and Affiliates. The Corporation may also have
Advisors and Affiliates as determined in the discretion of the Board. No person serving
as an Advisor or as an Affiliate shall, solely by reason of so serving, be a member
within the meaning of Section 5056 of the California Corporations Code. As
determined in the discretion of the Board, a person who supports the goals and
objectives of this Corporation shall be eligible to be an Advisor, and a person who uses
or may use the services of the Corporation shall be eligible to be an Affiliate.
Section 4.4. Eligibility. The board may, in its discretion, elect as a member
any person who, in the discretion of the Board, qualifies as a member under Article IV.
Section 4.5. Election Procedures. The Board may adopt from time-to-time
procedures or standing rules for nominating and selecting persons as members.
Section 4.6. Termination of Membership. A person's membership shall
terminate upon the resignation of the member, or expulsion of the member based upon
the good faith determination of the Board, or a committee or person authorized by the
Board to make such a determination, made in accordance with the procedures
specified in California Corporations Code Section 5341(c)), that the member has failed
in a material and significant degree to observe the rules of conduct of the Corporation,
or has engaged in conduct materially prejudicial to the purposes and interests of the
Corporation.
Section 4.7. No Transfer of Memberships. No membership or right arising
from membership shall be transferred. All membership rights cease on the member's
death, dissolution or bankruptcy.
V. MEMBERS "AEETINGS
Section 5.1. Place of Meetings. Meetings of the members may be held at any
place within California that the Board may designate or by the written consent of all
members entitled to vote at the meeting, given before or after the meeting. In absence
of any such designation, members' meetings shall be held at the Corporation's principal
office.
Section 5.2. Annual Meetings. Annual meetings of the members shall be held
on the first Tuesday of March, unless the Board fixes another date or time, and so
notifies members as provided in Sections 5.6 through 5.9 of these Bylaws. If the
scheduled date falls on a legal holiday, the meeting shall be held on the following
Wednesday. At this meeting, Directors shall be elected and any other proper business
may be transacted, subject to Sections 5.6 through 5.9 of these Bylaws.
Section 5.3. Special Meetings. A special meeting of the members for any
lawful purpose may be called at any time by the Chairman of the Board, if any, or by
the President, or by any two Directors or by members holding or by ten percent or more
of the voting power of members.
Section 5.4 Call and Notice. A special meeting called by any person entitled
to call a meeting shall be called by written request, specifying the general nature of the
business proposed to be transacted and submitted to the Chairman of the Board, if any,
or the President, or any Vice President, or the Secretary of the Corporation. The officer
receiving the request shall cause notice to be given promptly to the members entitled to
vote, in accordance with Sections 5.6 through 5.9 of these Bylaws, stating that a
meeting will be held at a specified time, date, and place fixed by the person(s) calling
the meeting, provided that the meeting date shall be at least 35 but not more than 90
days after receipt of the request. If the notice is not given within 20 days after the
request is received, the person or persons requesting the meeting may give the notice.
Nothing in this Section shall be construed as limiting, fixing or affecting the time at
which a meeting of members may be held when the meeting is called by the Board.
Section 5.5. Business Permitted to by Transacted. No business other than
the business the general nature of which was set forth in the notice of the meeting may
be transacted at a special meeting.
Section 5.6. Contents of Notices. Whenever members are required or
permitted to take any action at a meeting, a written notice of the meeting shall be given,
in accordance with Section 5.8 of these Bylaws, to each member entitled to vote at that
meeting. The notice shall specify the place, date, and hour of the meeting, and (1) for
a special meeting, the general nature of the business to be transacted, and no other
4
V. MEMBERS "sEETINGS
Section 5.1. Place of Meetings. Meetings of the members may be held at any
place within California that the Board may designate or by the written consent of all
members entitled to vote at the meeting, given before or after the meeting. In absence
of any such designation, members' meetings shall be held at the Corporation's principal
office.
Section 5.2. Annual Meetings. Annual meetings of the members shall be held
on the first Tuesday of March, unless the Board fixes another date or time, and so
notifies members as provided in Sections 5.6 through 5.9 of these Bylaws. If the
scheduled date falls on a legal holiday, the meeting shall be held on the following
Wednesday. At this meeting, Directors shall be elected and any other proper business
may be transacted, subject to Sections 5.6 through 5.9 of these Bylaws.
Section 5.3. Special Meetings. A special meeting of the members for any
lawful purpose may be called at any time by the Chairman of the Board, if any, or by
the President, or by any two Directors or by members holding or by ten percent or more
of the voting power of members.
Section 5.4 Call and Notice. A special meeting called by any person entitled
to call a meeting shall be called by written request, specifying the general nature of the
business proposed to be transacted and submitted to the Chairman of the Board, if any,
or the President, or any Vice President, or the Secretary of the Corporation. The officer
receiving the request shall cause notice to be given promptly to the members entitled to
vote, in accordance with Sections 5.6 through 5.9 of these Bylaws, stating that a
meeting will be held at a specified time, date, and place fixed by the person(s) calling
the meeting, provided that the meeting date shall be at least 35 but not more than 90
days after receipt of the request. If the notice is not given within 20 days after the
request is received, the person or persons requesting the meeting may give the notice.
Nothing in this Section shall be construed as limiting, fixing or affecting the time at
which a meeting of members may be held when the meeting is called by the Board.
Section 5.5. Business Permitted to by Transacted. No business other than
the business the general nature of which was set forth in the notice of the meeting may
be transacted at a special meeting.
Section 5.6. Contents of Notices. Whenever members are required or
permitted to take any action at a meeting, a\written notice of the meeting shall he given,
in accordance with Section 5.8 of these Bylaws, to each member entitled to vote at that
rneeting. The notice shall specify the place, date, and hour of the meeting, and (1) for
a special meeting, the general nature of the business to be transacted, and no other
business may be transacted, or (2) for the annual meeting, those matters that the
Board, at the time notice is given, intends to present for action by the members, but
except as provided in Section 5.10 of these bylaws, any proper matter may be
presented at the meeting. The notice of any meeting at which Directors are to be
elected shall include the names of all persons who are nominees when notice is given.
Section 5.7. Approval of Certain Actions. Approval by the members of any of
the following proposals, other than by unanimous approval by those entitled to vote, is
valid only if the notice or written waiver of notice states the general nature of the
proposal or proposals: removing a Director without cause, filling vacancies on the
Board, amending the Articles of Incorporation or electing to wind up and dissolve the
Corporation.
Section 5.8. Timing of Notice. Notice of any meeting of members shall be in
writing and shall be given at least 10 but not more than 90 days before the meeting
date. The notice shall be given either personally or by first-class, registered, or
certified mail, or by other means of written communication, charges prepaid, and shall
be addressed to each member entitled to vote, at the address of that member
appearing on the books of the Corporation or at the address given by the member to
the Corporation for purposes of notice. if no address appears on the Corporation's
books and no address has been given, notice shall be deemed to have been given if
either (1) notice is sent to that member by first-class mail or telegraphic or other written
communication to the Corporation's principal office or (2) notice is published at least
once in a newspaper of general circulation in the county in which the principal office is
located.
Section 5.9. Affidavit of Mailing. An affidavit of the mailing of any notice of
any members' meeting, or of the giving of such notice by other means, may be
executed by the Secretary, Assistant Secretary, and if so executed, shall be filed and
maintained in the Corporation's minute book.
Section 5.10. Quorum. One-third of those eligible to vote shall constitute a
quorum for the transaction of business at any meeting of members.
Section 5.11. Transaction of Business if Less Than Quorum. Members
present at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment, even if enough members have withdrawn to leave
less than a quorum, if any action taken (other than adjournment) is approved by at least
a majority of the members required to constitute a quorum.
Section 5.12. Adjournment of Meetings. Any members' meeting, whether or
not a quorum is present, may be adjourned from time-to-time by the vote of a majority of
the members represented at the meeting, either in person or by proxy. No meeting may
5
be adjourned for more than 45 days. When a members' meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
adjournment is taken. If after adjournment a new record date is fixed for notice or
voting, a notice of the adjournedmeeting shall be given to each member who, on the
record date for notice of the meeting, is entitled to vote at the meeting. At the
adjourned meeting, the Corporation may transact any business that might have been
transacted at the original meeting.
Section 5.13. Voting. Subject to the provisions of the California Nonprofit
Public Benefit Corporation law, members entitled to vote at any meeting of members
shall be members in good standing as of the record date both as determined by the
Board.
Section 5.14. Method of Voting. Voting may be by voice or ballot, except that
any election of Directors must be by ballot if demanded by any member at the meeting
before the voting begins.
Section 5.15. One Vote Per Member. Each member entitled to vote shall be
entitled to cast one vote on each matter submitted to a vote of the members.
Section 5.16. Necessary Vote. If a quorum is present, the affirmative vote of a
majority of the voting power represented at the meeting, entitled to vote and voting on
any matter, shall be the act of the members, unless the vote of a greater number, is
required by the California Nonprofit Public Benefit Corporation Law or by the Articles of
Incorporation.
Section 5.17. Waiver of Notice or Consent by Absent Members. The
transactions of any meeting of members, however called or noticed and wherever held,
shall be as valid as though taken at a meeting duly held after regular call and notice, if
(1) a quorum is present either in person or by proxy, and (2) either before or after the
meeting, each member entitled to vote, not present in person or by proxy, signs a
written waiver of notice, a consent to the hold of the meeting, or an approval of the
minutes of the meeting. The waiver of notice, consent or approval need not specify
either the business to be transacted or the purpose of any meeting of members, except
that if action is taken or proposed to be taken for approval of any of those matters
specified in Section 5.7, the waiver of notice, consent, or approval shall state the
general nature of the proposal. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Section 5.18. Attendance At Meeting. A member's attendance at a meeting
shah also constitute a waiver of notice of and presence at that meeting, unless the
member objects at the beginning of the meeting to the transaction of any business
6
be adjourned for more than 45 days. When a members' meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
adjournment is taken. If after adjournment a new record date is fixed for notice or
voting, a notice of the adjourned.meeting shall be given to each member who, on the
record date for notice of the meeting, is entitled to vote at the meeting. At the
adjourned meeting, the Corporation may transact any business that might have been
transacted at the original meeting.
Section 5.13. Voting. Subject to the provisions of the California Nonprofit
Public Benefit Corporation law, members entitled to vote at any meeting of members
shall be members in good standing as of the record date both as determined by the
Board.
Section 5.14. Method of Voting. Voting may be by voice or ballot, except that
any election of Directors must be by ballot if demanded by any member at the meeting
before the voting begins.
Section 5.15. One Vote Per Member. Each member entitled to vote shall be
entitled to cast one vote on each matter submitted to a vote of the members.
Section 5.16. Necessary Vote. If a quorum is present, the affirmative vote of a
majority of the voting power represented at the ineeting, entitled to vote and voting on
any matter, shall be the act of the members, unless the vote of a greater number, is
required by the California Nonprofit Public Benefit Corporation Law or by the Articles of
Incorporation.
Section 5.17. Waiver of Notice or Consent by Absent Members. The
transactions of any meeting of members, however called or noticed and wherever held,
shall be as valid as though taken at a meeting duty held after regular call and notice, if
(1) a quorum is present either in person or by proxy, and (2) either before or after the
meeting, each member entitled to vote, not present in person or by proxy, signs a
written waiver of notice, a consent to the hold of the meeting, or an approval of the
minutes of the meeting. The waiver of notice, consent or approval need not specify
either the business to be transacted or the purpose of any meeting of members, except
that if action is taken or proposed to be taken for approval of any of those matters
specified in Section 5.7, the waiver of notice, consent, or approval shall state the
general nature of the proposal. All such waivers, consents, or approvals shall be filed
with the corporate records or made a pact of the minutes of the meeting.
Section 5.18. Attendance At Meeting. A member's attendance at a meeting
shall also constitute a waiver of notice of and presence at that meeting, unless the
member objects at the beginning of the meeting to the transaction of any business
6
because the meeting was not lawfully called c, ,-;onvened. Attendance at a meeting is
not a waiver of any right to object to the consideration of matters required to be
included in the notice of the meeting, but ilot so included, if that objection is expressly
made at the meeting.
Section 5.19. Action By Unanimous Consent Withouta Meeting. Any action
required or permitted to be taken by the members may be taken without a meeting, if all
members consent in writing to the action. The written consent or consents shall be
filed with the minutes of the proceedings of the members. The action by written
consent shall have the same force and effect as the unanimous vote of the members.
Section 5.20. Compliance With Bylaws. Any action that may be taken at any
meeting of members may be taken without a meeting by complying with Sections 5.21-
5.23 of these Bylaws.
Section 5.21. Action By Written Ballot. The Corporation shall distribute one
written ballot to each member entitled to vote on the matter. Such ballots shall be
mailed or delivered in the manner required by Section 5.8 of these Bylaws. All
solicitations of votes by written ballot shall (1) indicate the number of responses
needed to meet the quorum requirement; (2) provide the members an opportunity to
specify approval or disapproval of each proposal; and (3) provide a reasonable time
within which to return the ballot to the Corporation. If the Corporation has 100 or more
members, any written ballot distributed to ten or more members shall provide, subject to
reasonable specified conditions, that if the person solicited specifies a choice with
respect to such matter, the vote shall be cast in accordance with that specification. In
any election of Directors, a written ballot that a member marks "withhold", or otherwise
marks in a manner indicating that authority to vote is withheld, shall not be voted for or
against the election of a Director.
Section 5.22. Validity of Ballot. Approval by written ballot shall be valid only
when (1) the number of votes cast by ballot (including those ballots that are marked
"withhold" or otherwise indicate that authority to vote is withheld) within the time
specified equals or exceeds the quorum required to be present at a meeting authorizing
the action, and (2) the number of approvals equals or exceeds the number of votes that
would be required for approval at a meeting at which the total number of votes cast was
the same as the number of votes cast by written ballot without a meeting.
Section 5.23. Nomination of Directors. The Chairman of the Board, or the
President if there is, no Chairman, shall appoint a committee of Board members to
select qualified candidates for election to the Board at least 60 days before the date of
any election of directors. This nominating committee shall make its report at least 60
days before the date of the election, or at such other time as the Board may set, and
the Secretary shall forward to each member, with the notice of meeting required by
these Bylaws, a list of all candidates nominated by committee under this Section. If
there is a meeting of members to elect Directors, any member present at the meeting in
person or by proxy may place names in nomination.
VI. LIABILITIES OF DIRECTORS OR OFFICERS
No current, past or future member, Director or Officer of the Corporation shall be
personally liable to the Corporation's creditors for any indebtedness or liability of the
Corporation. All creditors of the Corporation shall look only to the assets of the
Corporation for payment.
VII. DIRECTORS
Section 7.1. Powers. Subject to limitations of the Articles and these Bylaws,
the activities and affairs of the Corporation shall be conducted and all Corporate
powers shall be exercised by or under the direction of the Board of Directors ( "Board ").
The Board and the Directors shall have all of the rights, powers and privileges of and
shall be subject to the restrictions on the Board and Directors, respectively, as those
terms are defined in the California Nonprofit Public Benefit Corporation Law. The
Board may delegate the management of the activities of the Corporation to any person
or persons, a management company, or committees however composed, provided that
the activities and affairs of the Corporation shall be managed and all corporate powers
shall be exercised under the ultimate direction of the Board. Without prejudice to such
general powers, but subject to the same limitations, it is hereby expressly declared that
the Board shall have the following powers in addition to the other powers enumerated
in these Bylaws:
(a). To select and remove all of the officers, agents and employees of the
Corporation, prescribe powers and duties for them as may not be inconsistent with law,
the Articles, or these Bylaws, fix their compensation and require from them security for
faithful service.
(b). To conduct, manage and control the affairs and activities of the Corporation,
and to make such rules and regulations thereof not inconsistent with law, the Articles,
or the Bylaws.
(c). To adopt, make and use a corporate seal and to alter the form of such seal
from time -to -time.
(d). To administer the distribution of grants and gifts from public and private
sources, to borrow money and incur indebtedness for the purposes of the Corporation.
and to cause to be executed or delivered therefor, in the corporate name, promissory
8
these Bylaws, a list of all candidates nominated by committee under this Section. If
there is a meeting of members to elect Directors, any member present at the meeting in
person or by proxy may place names in nomination.
VI. LIABILITIES OF DIRECTORS OR OFFICERS
No current, past or future member, Director or Officer of the Corporation shall be
personally liable to the Corporation's creditors for any indebtedness or liability of the
Corporation. All creditors of the Corporation shall look only to the assets of the
Corporation for payment.
VII. DIRECTORS
Section 7.1. Powers. Subject to limitations of the Articles and these Bylaws,
the activities and affairs of the Corporation shall be conducted and all Corporate
powers shall be exercised by or under the direction of the Board of Directors ("Board").
The Board and the Directors shall have all of the rights, powers and privileges of and
shall be subject to the restrictions on the Board and Directors, respectively, as those
terms are defined in the California Nonprofit Public Benefit Corporation Law. The
Board may delegate the management of the activities of the Corporation to any person
or persons, a management company, or committees however composed, provided that
the activities and affairs of the Corporation shall be managed and all corporate powers
shall be exercised under the ultimate direction of the Board. Without prejudice to such
general powers, but subject to the same limitations, it is hereby expressly declared that
the Board shall have the following powers in addition to the other powers enumerated
in these Bylaws:
(a). To select and remove all of the officers, agents and employees of the
Corporation, prescribe powers and duties for them as may not be inconsistent with law,
the Articles, or these Bylaws, fix their compensation and require from them security for
faithful service.
(b). To conduct, manage and control the affairs and activities of the Corporation,
and to make such rules and regulations thereof not inconsistent with law, the Articles,
or the Bylaws.
(c). To adopt, make and use a corporate seal and to alter the form of such seal
from time-to-time.
(d). To administer the distribution of \grants and gifts from public and private
sources, to borrow money and incur indebtedness for the purposes of the Corporation.
and to cause to be executed or delivered therefor, in the corporate name, promissory
8
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other
evidences of debt and securities thereof.
(e). While alternates may attend meetings in the place of Directors, only
those persons elected as Directors may vote as a Director.
Section 7.2. Number of Directors.
(1). The authorized number of directors of the Corporation ("Directors") shall not
be less than five (5) nor more than fifteen (15). The exact number of Directors shall be
fixed from time-to-time by an amendment to subsection (b) of this section duly adopted
by the Board.
(2). Subsection (1) of this Section provides for an indefinite number of Directors
and requires this subsection, from time-to-time, specify the exact number. Pursuant
thereto, it is hereby specified that the Corporation shall have nine (9) Directors.
Section 7.3. Selection and Term of Office. At each annual meeting of the
Directors, all of the Directors shall be elected by the Directors then-in-office, to serve
until the next annual meeting and until their successors have been elected and
qualified.
Section 7.4. Qualifications. No more than forty-nine percent (49%) of the
Directors may be interested persons. For purposes of this Section 7.4 "interested
person" means:
(1). Any person currently being compensated by the Corporation for services
rendered to it within the previous twelve (12) months, whether as a full or part-time
employee, independent contractor or otherwise, including any reasonable
compensation paid to a Director as a Director; or
(2). Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-
law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.
Section 7.5. Resignation. Subject to the provisions or Section 5226 of the
California Corporations Code, any Director may resign effective upon giving written
notice to the President, the Secretary, or the Board, unless the notice specifies a later
time for the effectiveness of such resignation. If the resignation is effective at a later
time, a successor may be selected before such time, to take office when the resignation
becomes effective.
9
Section 7.6. Removal. The Board, at any time, may declare vacant, the office
of a Director. No reduction of the authorized number of Directors shall have the effect
or removing any Director prior to the expiration of the Diractorfs term of office.
Section 7.7. Vacancies. A vacancy or vacancies in the Board of Directors shall
be deemed to exist upon the death, resignation, or removal of any Director, or if the
authorized number of Directors is increased. Vacancies in the Board of Directors shall
be filled by a majority of Directors then -in- office, whether or not less than a quorum, by
a sole remaining Director, or, if not filed within 30 days after creation of the vacancy, by
the members. Each Director so selected shall hold office until the expiration of the term
of the replaced Director and until a successor has been selected and qualified.
Section 7.8. Place of Meeting. Meetings of the Board shall be held at any
place within the State of California which has been designated from time -to -time by the
Board. In the absence of such designation, regular meetings shall be held at the
principal office of the Corporation.
Section 7.9. Annual Meeting. The Board shall hold an annual meeting for the
purpose of organization, selection of officers, and the transaction of other business.
Annual meetings of the Board shall be held on call or notice on the first Tuesday in
March at 3:00 p.m., local time, or at such other time as the Board may determine
appropriate; provided, however, should said day fall upon a holiday observed by the
Corporation at its principal office, then said meeting shall be held at the same time on
the next day thereafter ensuing which is a full business day.
Section 7.10. Special Meetings. Special meetings of the Board, if any, for any
purpose or purposes may be called at any time by the President, any Vice President,
the Secretary, or any two (2) Directors.
Special meetings of the Board shall be held upon four (4) days notice by first -
class mail or forty -eight (48) hours notice given personally or by telephone, telex, E-
mail, facsimile transmission or other similar means of communication. Any such notice
shall be addressed or delivered to each Director at such Directorlls address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation by the Director for purposes of notice or, if such address is not shown on
such records or is not readily ascertainable, at the place at which the meetings of the
Directors are regularly held.
Notice by mail shall be deemed to have been given at the time a written notice is
deposited in the United States mail, postage prepaid. Any other written notice shall be
deemed to have been given at the time it is personally delivered to the recipient or is
delivered a common carrier for transmission, or actually transmitted by the person
giving the notice by electronic means to the recipient. Ora! notice shall be deemed to
10
Section 7.6. Removal. The Board, at any time, may declare vacant, the office
of a Director. No reduction of the authorized number of Directors shall have the effect
or removing any Director prior to the expiration of the Diractorils term of office.
Section 7.7. Vacancies. A vacancy or vacancies in the Board of Directors shall
be deemed to exist upon the death, resignation, or removal of any Director, or if the
authorized number of Directors is increased. Vacancies in the Board of Directors shall
be filled by a majority of Directors then-in-office, whether or not less than a quorum, by
a sole remaining Director, or, if not filed within 30 days after creation of the vacancy, by
the members. Each Director so selected shall hold office until the expiration of the term
of the replaced Director and until a successor has been selected and qualified.
Section 7.8. Place of Meeting. Meetings of the Board shall be held at any
place within the State of California which has been designated from time-to-time by the
Board. in the absence of such designation, regular meetings shall be held at the
principal office of the Corporation.
Section 7.9. Annual Meeting. The Board shall hold an annual meeting for the
purpose of organization, selection of officers, and the transaction of other business.
Annual meetings of the Board shall be held on call or notice on the first Tuesday in
March at 3:00 p.m., local time, or at such other time as the Board may determine
appropriate; provided, however, should said day fall upon a holiday observed by the
Corporation at its principal office, then said meeting shall be held at the same time on
the next day thereafter ensuing which is a full business day.
Section 7.10. Special Meetings. Special meetings of the Board, if any, for any
purpose or purposes may be called at any time by the President, any Vice President,
the Secretary, or any two (2) Directors.
Special meetings of the Board shall be held upon four (4) days notice by first-
class mail or forty-eight (48) hours notice given personally or by telephone, telex, E-
mail, facsimile transmission or other similar means of communication. Any such notice
shall be addressed or delivered to each Director at such DirectorOs address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation by the Director for purposes of notice or, if such address is not shown on
such records or is not readily ascertainable, at the place at which the meetings of the
Directors are regularly held.
Notice by mail shall be deemed to.have been given at the time a written notice is
deposited in the United States mail, postag prepaid. Any other written notice shall be
deemed to have been given at the time it is personally delivered to the recipient or is
delivered a common carrier for transmission, or actually transmitted by the person
giving the notice by electronic mean to the recipient. Oral notice shall be deemed to
have been given at the time it is communicated, in person or by telephone or wireless,
to the recipient or to a person at the office of the recipient who the person giving the
notice has reasons to believe will promptly communicate it to the Director to whom such
notice is to be given.
Section 7.11. Waiver of Notice and Consent.. The transactions of any
unnoticed meeting of the Board, however called and noticed and wherever held, shall
be as valid as though at a meeting duly held after proper call and notice, provided a
quorum, as hereinafter defined, is present and provided that either before or after the
meeting, each of the Directors not present signs a waiver of notice, a consent to
holding the meeting, or an approval of the minutes thereon.
Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the Director objects at the beginning of the meeting to the
transaction of any business due to the inadequacy of illegality of the notice.
Any such waiver of notice, consent to holding the meeting or approval of the
minutes thereof, need not specify the purpose of the meeting. All such waivers,
consents, or approvals shall be filed with the Corporation records or made a part of the
minutes of the meeting.
Section 7.12. Participation by Telephone. Directors may participate in a
meeting through the use of conference telephone, electronic communication or other
similar communications equipment, so long as all Directors participating in such
meeting can hear or communicate clearly with one another. Participation in a meeting
pursuant to this section constitutes presence in person at such meeting.
Section 7.13. Quorum. A majority of the authorized number of Directors
constitutes a quorum or the Board for the transaction of business, except to adjourn as
provided in Section 7.14 of these Bylaws. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is present
shall be regarded as the act of the Board of Directors, unless a greater number is
required by law or by the Articles, except as provided hereafter. A meeting at which a
quorum is initially present may continue to transact business notwithstanding the
withdrawal of Directors, if any action taken is approved by at least a majority of the
required quorum for such meeting.
Section 7.14. Adjournment. A majority of the Directors present at a meeting,
whether or not a quorum is present, may adjourn any Directors meeting to another time
and place. Notice or the time and place of holding an adjourned meeting need not be
given to absent Directors if the time and place is fixed at the meeting adjourned, except
that, if the meeting is adjourned for more than 48 hours, notice of any adjournment to
11
another time or place shall be given prior to the time of the adjourned meeting to the
Directors who were not present at the time of the adjournment.
Section 7.15. Action Without Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting if all of the members of the Board
shall individually or collectively consent in writing to such action. Such consent or
consents shall have the same effect as a unanimous vote of the Board and shall be
filled with the minutes of the proceedings of the Board.
VIII. COMMITTEES
The Board may designate one or more committees, each of which shall consist
of two or more Directors, to have and exercise the authority of the Board delegated to
such committee, or committees, except that no committee may take an action which is
reserved exclusively to the Board or membership by the California Nonprofit Public
Benefit Corporation law or these Bylaws.
IX. OFFICERS
Section 9.1. Officers. The Officers of the Corporation shall be a President, a
Secretary and a Treasurer. The Corporation may also have, at the discretion of the
Board; a Chairman of the Board, Vice Presidents, one or more Assistant Secretaries,
one or more Assistant Treasurers and such other officers as may be elected or
appointed in accordance with the provisions of Section 9.2 of these Bylaws. Any
number of offices may be held by the same person except as provided in the Articles or
in these Bylaws and except that neither the Secretary nor the Treasurer may serve
concurrently as the President. No officer need be a member of the Board.
Section 9.2. Election. Each officer of the Corporation, except such officers as
may be elected or appointed in accordance with the provisions of Section 9.3 or
Section 9.5 of these Bylaws, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold office until their resignation, removal or other
disqualification from service, or until their successor is elected.
Section 9.3. Subordinate Officers. The Board may elect, and may empower
the President to appoint, such other officers as the business or the Corporation may
require, each of whom shall hold office for such period, have such authority, and
perform such duties as are provided in these Bylaws or as the Board of
Directors may from time-to-time determine.
Section 9.4. Removal and Resignation. Any office may be removed, either
with or without cause. by the Board at any time or, except in the case of an officer
chosen by the Board. by any officer upon whom such power of removal may be
12
another time or place shall be given prior to the time of the adjourned meeting to the
Directors who were not present at the time of the adjournment.
Section 7.15. Action Without Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting if all of the members of the Board
shall individually or collectively consent in writing to such action. Such consent or
consents shall have the same effect as a unanimous vote of the Board and shall be
filled with the minutes of the proceedings of the Board.
VIII. COMMITTEES
The Board may designate one or more committees, each of which shall consist
of two or more Directors, to have and exercise the authority of the Board delegated to
such committee, or committees, except that no committee may take an action which is
reserved exclusively to the Board or membership by the California Nonprofit Public
Benefit Corporation law or these Bylaws.
IX. OFFICERS
Section 9.1. Officers.. The Officers of the Corporation shall be a President, a
Secretary and a Treasurer. The Corporation may also have, at the discretion of the
Board, a Chairman of the Board, Vice Presidents, one or more Assistant Secretaries,
one or more Assistant Treasurers and such other officers as may be elected or
appointed in accordance with the provisions of Section 9.2 of these Bylaws. Any
number of offices may be held by the same person except as provided in the Articles or
in these Bylaws and except that neither the Secretary nor the Treasurer may serve
concurrently as the President. No officer need be a member of the Board.
Section 9.2. Election. Each officer of the Corporation, except such officers as
may be elected or appointed in accordance with the provisions of Section 9.3 or
Section 9,5 of these Bylaws, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold office until their resignation, removal or other
disqualification from service, or until their successor is elected.
Section 9.3. Subordinate Officers. The Board may elect, and may empower
the President to appoint, such other officers as the business or the Corporation may
require, each of whom shall hold office for such period, have such authority, and
perform such duties as are provided in these Bylaws or as the Board of
Directors may from time-to-time determine.,
Section 9.4. Removal and Resignahon. Any office may be removed, either
with or without cause, by the Board at any time or, except in the case of an officer
chosen by the Board, by any officer upon whom such power of removal may be
12
conferred by the Board. Any such removal shall be without prejudice to the rights, if
any, of the officer under any contract of employment of the officer.
Any officer may resign at any time by giving written notice to the Corporation, but
without prejudice to the rights, if any, of the Corporation under any contract to which the
officer is a party. Such resignation shall take effect at the date or the receipt of such
notice or at any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 9.5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner prescribed in
these Bylaws for regular election or appointment to such office, provided that such
vacancies shall be filled as they occur and not on an annual basis.
Section 9.6. President. The President is the Chief Executive Officer of the
Corporation. The President shall preside at all meetings of the Board. The President
shall have such other powers and duties as may be prescribed by the Board.
Section 9.7. Vice President. in the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a
Vice President designated by the Board, shall perform all the duties of the President.
When so acting, a Vice President shall have all powers of and be subject to all
restrictions on the President. The Vice Presidents shpll have such other powers and
perform such other duties as from time-to-time may be prescribed for them,
respectively, by the Board.
Section 9.8. Secretary. The Secretary shall keep or cause to be kept, at the
CorporationLF principal office or at a place determined by the resolution of the Board, a
record of the Corporation LF members, showing each member's name, address and
class of membership. The Secretary shall give, or cause to be given, notice of all
meetings of members, of the Board and of committees of the Board required by the
Bylaws to be given. The Secretary shall keep the Corporate seal in safe custody and
shall have such other powers and perform such other duties as the Board or the Bylaws
may prescribe.
Section 9.9. Chief Financial Officer. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the Corporation's properties and transactions, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and other matters customarily included in financial statements. The
Chief Financial Officer shall send or cause to be given to members and Directors such
financial statements and reports as are required to be given by law, by these Bylaws, or
13
by the Board. The books of account shall be open to inspection by any Director at all
reasonable times.
The Chief Financial Officer shall deposit, or cause to be deposited, all money
and other valuables in the name and to the credit of the Corporation with such
depositories as the Board may designate, shall disburse the Corporation's funds as the
Board may order, shall render to the President, Chairman of the Board, if any, and the
Board, when requested, an account of all transactions as Chief Financial Officer and of
the financial condition of the Corporation, and shall have such other powers and
perform such other duties as the Board or the Bylaws may prescribe.
If required by the Board, the Chief Financial Officer shall give the Corporation at
the Corporation's cost and expense, a bond in the amount and with the surety or
sureties specified by the Board for faithful performance of the duties of his office and
for restoration to the Corporation of all its books, papers, vouchers, money and other
property of every kind in his possession or under his control on his death, resignation,
retirement, or removal from office.
X. INDEMNIFICATION
Section 10.1. Right of Indemnity. To the fullest extent permitted by law, this
Corporation shall indemnify its directors, officers, employees and other persons
described in Section 5238(a) of the California Corporations Code, including persons
formerly occupying any such positions, against all expense, judgments, fines
settlements, and other amounts actually and reasonably incurred by them in connection
with any "proceeding ", as that term is used in that Section and including an action by or
in the right of the Corporation, by reason to the fact that such person is or was a person
described by that Section. "Expenses", as used in this Bylaw, shall have the same
meaning as in Section 5238(a) of the California Corporation Code.
Section 10.2. Approval of Indemnity. On written request to the Board by any
person seeking indemnification under Section 5238(b) or Section 5238c of the
California Corporations Code, the Board shall promptly determine in accordance with
Section 5238(e) of the California Corporations Code whether the applicable standard of
conduct set forth in Section 5238(b) or Section 5238c has been met, and, if it has, the
Board shall authorize indemnification. If the Board cannot authorize indemnification
because the number of Directors who are parties to the proceeding with respect to
which indemnification is sought prevents the formation of a quorum of directors who are
not parties to that proceeding, the Board shall promptly call a meeting of the members.
At that meeting, the members shall determine under Section 5238(e) of the California
Corporations Code whether the applicable standard of conduct set forth in Section
ia
by the Board. The books of account shall be open to inspection by any Director at all
reasonable times.
The Chief Financial Officer shall deposit, or cause to be deposited, all money
and other valuables in the name and to the credit of the Corporation with such
depositories as the Board may designate, shall disburse the Corporation's funds as the
Board may order, shall render to the President, Chairman of the Board, if any, and the
Board, when requested, an account of all transactions as Chief Financial Officer and of
the financial condition of the Corporation, and shall have such other powers and
perform such other duties as the Board or the Bylaws may prescribe.
If required by the Board, the Chief Financial Officer shall give the Corporation at
the Corporation's cost and expense, a bond in the amount and with the surety or
sureties specified by the Board for faithful performance of the duties of his office and
for restoration to the Corporation of all its books, papers, vouchers, money and other
property of every kind in his possession or under his control on his death, resignation,
retirement, or removal from office.
X. INDEMNIFICATION
Section 10.1. Right of Indemnity. To the fullest extent permitted by law, this
Corporation shall indemnify its directors, officers, employees and other persons
described in Section 5238(a) of the California Corporations Code, including persons
formerly occupying any such positions, against all expense, judgments, fines
settlements, and other amounts actually and reasonably incurred by them in connection
with any "proceeding", as that term is used in that Section and including an action by or
in the right of the Corporation, by reason to the fact that such person is or was a person
described by that Section. "Expenses", as used in this Bylaw, shall have the same
meaning as in Section 5238(a) of the California Corporation Code.
Section 10.2. Approval of Indemnity. On written request to the Board by any
person seeking indemnification under Section 5238(b) or Section 5238c of the
California Corporations Code, the Board shall promptly determine in accordance with
Section 5238(e) of the California Corporations Code whether the applicable standard of
conduct set forth in Section 5238(b) or Section 5238c has been met, and, if it has, the
Board shall authorize indemnification. If the Board cannot authorize indemnification
because the number of Directors who are parties to the proceeding with respect to
which indemnification is sought prevents the ormation of a quorum of directors who are
not parties to that proceeding, the Board shall promptly call a meeting of the members.
At that meeting, the members shall determine under Section 5238(e) of the California
Corporations Code whether the applicable standard of conduct set forth in Section
14
5238(b) or Section 5238c has been met and, if so, the members present at the meeting
in person or by proxy shall authorize indemnification.
Section 10.3. Insurance. The Corporation shall have the power and the duty
to make all reasonable efforts in good faith to obtain and maintain, at a reasonable
cost, available general liability and/or Director's and officer's liability insurance policies
(pursuant to California Corporations Code Section 5239) on behalf of its officers,
Directors, employees, and other agents against any liability asserted against or
incurred by any officer, Director, employee, or agent in such capacity or arising out of
the Director's, officer's, employee's or agent's as such.
XI. RECORDS AND REPORTS
Section 11.1. Maintenance of Records. The Corporation shall keep at its
principal executive office the original or a copy of the Articles and Bylaws as amended
to date. The Corporation shall also keep at its principal executive office all accounting
books and records, and any written consents of or minutes of the meetings or
proceedings of the Board. All such records shall be kept in written form or in such
other form capable of being converted into written form.
Section 11.2. Rights of Inspection. Every Director shall have the absolute
right at any reasonable time to inspect and copy all corporate books, records and
documents of every kind.
Section 11.3. Annual Report. The Board of Directors shall cause an annual
report to be sent to Directors within 120 days after the end of the Corporation's fiscal
year. The annual report shall contain the following information, in appropriate detail,
for the fiscal year:
(A). The assets and liabilities, including the trust funds, of the
Corporation as of the end of such fiscal year.
(B). The principal changes in assets and liabilities, including
trust funds.
(C). The revenue or receipts of the Corporation, both
unrestricted and restricted to particular purposes.
(D). The expenses or disbursements of the Corporation for both
general and restricted purposes.
(E). Any information required by Section 11.4 of these Bylaws.
15
The annual report shall be accompanied by any report on it of independent
accountants or, if there is no such report, by the certificate of an authorized officer of
the Corporation that such statements were prepared without audit from the
Corporation's books and records.
Section 11.4. Annual Statement of Certain Transactions and
Indemnifications. As part of the annual report described in Section 11.3, or as a
separate document if no annual report is issued, the corporation shall annually
prepare and mail or deliver to each member and furnish to each Director within 120
days after the end of the Corporation's fiscal year a statement of any transaction or
indemnification of the following kind:
(1). Any transaction (I) in which the Corporation, its parent, or
any of its subsidiaries was a party, (ii) in which an "interested person" had
a direct or indirect material financial interest, and (iii) which involved more
than $50,000 or was one of a number of transactions with the same
interested person involving, in the aggregate more than $50,000. For
purposes of the Section 11.4, "interested person" means: (a) any Director
or officer of the Corporation, its parent, or any of its subsidiaries (but mere
common directorship shall not be considered such an interest); or (b) any
holder of more than 10% of the voting power of the Corporation, its parent
or any of its subsidiaries. The statement shall include a brief description
of the transaction, the name of interested persons involved, the
relationship to the corporation, the nature of their interest in the
transaction and, if practicable, the amount of that interest, provided that if
the transaction was with a partnership in which the interested person is a
partner, only the interest of the partnership need be stated.
(2). Any indemnification or advances aggregating more than
$10,000 paid during the fiscal year to any officer or Director of the
Corporation under Article X of these Bylaws unless that indemnification
has already been approved by the membership under Section 5238(e) (2)
of the California Corporations Code.
XII. MISCELLANEOUS
Section 12.1. Contracts, Etc:, How Executed. The Board, except as
provided in these Bylaws or as otherwise provided, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and unless so authorized by the Board
or these Bylaws, no officer, agent, or employee shall have any power or
IC
The annual report shall be accompanied by any report on it of independent
accountants or, if there is no such report, by the certificate of an authorized officer of
the Corporation that such statements were prepared without audit from the
Corporation's books and records.
Section 11.4. Annual Statement of Certain Transactions and
indemnifications. As part of the annual report described in Section 11.3, or as a
separate document if no annual report is issued, the corporation shall annually
prepare and mail or deliver to each member and furnish to each Director within 120
days after the end of the Corporation's fiscal year a statement of any transaction or
indemnification of the following kind:
(1). Any transaction (1) in which the Corporation, its parent, or
any of its subsidiaries was a party, (ii) in which an "interested person" had
a direct or indirect material financial interest, and (iii) which involved more
than $50,000 or was one of a number of transactions with the same
interested person involving, in the aggregate more than $50,000. For
purposes of the Section 11.4, "interested person" means: (a) any Director
or officer of the Corporation, its parent, or any of its subsidiaries (but mere
common directorship shall not be considered such an interest); or (b) any
holder of more than 10% of the voting power of the Corporation, its parent
or any of its subsidiaries. The statement shall include a brief description
of the transaction, the name of interested persons involved, the
relationship to the corporation, the nature of their interest in the
transaction and, if practicable, the amount of that interest, provided that if
the transaction was with a partnership in which the interested person is a
partner, only the interest of the partnership need be stated.
(2). Any indemnification or advances aggregating more than
$10,000 paid during the fiscal year to any officer or Director of the
Corporation under Article X of these Bylaws unless that indemnification
has already been approved by the membership under Section 5238(e) (2)
of the California Corporations Code.
XII. MISCELLANEOUS
Section 12.1. Contracts, Etc., How Executed. The Board, except as
provided in these Bylaws or as otherwise provided, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and unless so authorized by the Board
or these Bylaws, no officer, agent, or employee shall have any power or
16
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or any amount.
Section 12.2. Representation of Shares or Other Corporations.
The President or any officer or officers authorized by the Board of Directors is
each authorized to vote, represent, and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein granted may be
exercised either by any such officer in person or by one other person authorized
so to do by proxy or power of attorney duly executed by said officers.
Section 12.3. Construction and Definitions. Unless the context
otherwise requires, the general provisions, rules of construction, and definitions
contained in the California Nonprofit Public Benefit Corporation Law shall
govern the construction of these Bylaws.
Section 12.4. Gender of Pronouns; Number. The masculine pronoun
may sometimes be used for convenience. As required by the context, the
masculine pronoun includes the feminine and the neuter, and the singular
includes the plural, and vice versa
X AMENDMENT OF BYLAW AND ARTICLES
These Bylaws may be amended or repealed by the approval of the
Directors, provided that there shall be no change, modification, amendment or
repeal affecting the rights or powers of members, or the election or removal of
members or Directors, or of the provisions of Articles III or IV of these Bylaws, or
any provision of the Articles of Incorporation of the Corporation, without the
approval of a majority of the voting power if members.
17
SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the Alameda
Education, Technology and Business Consortium, Inc. and that the foregoing
Bylaws consisting were duly adopted as the Bylaws of this Corporation on the
day of ,1997 By Directors of the Corporation.
IN WITNESS WHEREOF, 1 have hereunto set my hand this
day of , 1997.
Secretary
SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting SeCretary of the Alameda
Education, Technology and Business Consortium, Inc. and that the foregoing
Bylaws consisting were duly adopted as the Bylaws of this Corporation on the
day of ,1997 By Directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of , 1997.
Secretary
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or any amount.
Section 12.2. Representation of Shares or Other Corporations.
The President or any officer or officers authorized by the Board of Directors is
each authorized to vote, represent, and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein granted may be
exercised either by any such officer in person or by one other person authorized
so to do by proxy or power of attorney duly executed by said officers.
Section 12.3. Construction and Definitions. Unless the context
otherwise requires, the general provisions, rules of construction, and definitions
contained in the California Nonprofit Public Benefit Corporation Law shall
govern the construction of these Bylaws.
Section 12.4. Gender of Pronouns; Number. The masculine pronoun
may sometimes be used for convenience. As required by the context, the
masculine pronoun includes the feminine and the neuter, and the singular
includes the plural, and vice versa
X AMENDMENT OF BYLAW AND ARTICLES
These Bylaws may be amended or repealed by the approval of the
Directors, provided that there shall be no change, modification, amendment or
repeal affecting the rights or powers of members, or the election or removal of
members or Directors, or of the provisions of Articles III or IV of these Bylaws, or
any provision of the Articles of Incorporation of the Corporation, without the
approval of a majority of the voting power if members.
17
SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY:
That 1 am the duly elected, qualified and acting Secretary of the Alameda
Education, Technology and Business Consortium, Inc. and that the foregoing
Bylaws consisting were duly adopted as the Bylaws of this Corporation on the
day of ,1997 By Directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of , 1997.
Bylaws.697
18
Secretary
SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the Alameda
Education, Technology and Business Consortium, Inc. and that the foregoing
Bylaws consisting were duly adopted as the Bylaws of this Corporation on the
day of ,1997 By Directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of , 1997.
Secretary
SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the Alameda
Education, Technology and Business Consortium, Inc. and that the foregoing
Bylaws consisting were duly adopted as the Bylaws of this Corporation on the ___
day of ,1997 By Directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of , 1997.
Secretary
SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the Alameda
Education, Technology and Business Consortium, Inc. and that the foregoing
Bylaws consisting were duly adopted as the Bylaws of this Corporation on the ___
day of ,1997 By Directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of , 1997.
Bil2ws.697
18
Secretary
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
October 1, 1997
TO: Honorable Members of the
Alameda Reuse and Redevelopment Authority
FROM: Kay Miller, Executive Director
4 -F,
SUBJ: Report recommending authorization for the Executive Director to finalize and
execute a ten -year lease for the Officers' Club with the City of Alameda.
Rackgrmind•
The City of Alameda wishes to enter into a ten -year sublease on the Officers' Club. Since the term
of this sublease exceeds seven years, the ARRA governing body must authorize the Executive
Director to execute the lease.
Discussion.
The Officers' Club (building 60) has a gross area of 29,550 square feet. The City has selected
Miraglia Enterprises, a San Leandro catering and event planning company, to operate the facility.
The City is expecting to enter into a 20 -year agreement with Miraglia in order for the company to
recoup the substantial investment they must make in the property. Therefore, the sublease with the
City will be for 10 years with a statement that after the Record of Decision is issued, an additional
term will be added to allow the full 20 years required in the City's agreement with Miraglia.
F_isoa, Tmp_a_ct
The ARRA will bear no costs in connection with repair or upgrade of these buildings. Upgrade costs
will be paid for entirely by the City. Additionally, the City will reimburse the ARRA $0.025 per
square foot per month for the cost of common services (including police and fire protection, street
and utility maintenance, etc.) that the ARRA is required to pay the Navy under the terms of its prime
lease on these properties. This will amount of $739 /month for the Officers' Club.
Recommendation:
It is recommended that the ARRA governing body authorize the Executive Director to finalize and
execute the proposed ten -year sublease for the Officers' Club.
Respectfully submitted,
Kay Miller
Executive Director
EL /KM/mee
A:\STAFF RE.PTS \O'CLUB.LSE
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
October 1, 1997
TO: Honorable Members of the
Alameda Reuse and Redevelopment Authority
FROM: Kay Miller
Executive Director
SUBJECT: Report recommending authorization for the Executive Director to finalize and
execute a ten -year lease for building 530 with Tower Aviation Services.
Background.
Tower Aviation Services wishes to enter into a ten -year lease on building 530 and adjoining
property. Since the term of this lease exceeds seven years, the AR![tA. governing body must
authorize the Executive Director to execute the lease.
Tower Aviation Services repairs and overhauls'aircraft components for commercial airlines and the
military. Their services include avionics, hydraulics, pneumatics, and related work on aircraft
electronic and mechanical systems. Tower Aviation Services has been in business for over 15 years.
The company currently employs approximately 100 people and is based at the Oakland International
Airport. Tower expects to expand its employment to approximately 220 people by year five of its
lease term.
Dis cuss ion•
Tower Aviation Services wishes to sublease building 530 a 75,600 sq. ft. facility located in the
southeastern part of the former NAS Alameda. Building 530 was previously used by the Navy for
missile overhaul work.
Tower Aviation Services will initially occupy 40,000 sq. ft. in building 530. They will expand to
occupy the entire building by year seven or earlier, based on their rate of growth and operational
requirements. Tower's monthly rent during the first year of this lease will be $12,200. Their rent
will increase annually to $21,300 /month in year five and $30,618 /month in years seven to ten.
Tower has requested that a number of machine tools and other equipment be incorporated into their
lease. Tower will pay for this equipment by amortizing the equipment's appraised value over the
lease term. At the conclusion of the lease, the equipment will be sold to Tower for one dollar. It is
anticipated the ARRA will receive an additional $3,000 to $4,000 per month from Tower as payment
for this equipment. The value will be determined after Tower makes its final equipment selection
and the property is appraised. To assist Tower in its relocation and consultant costs, including space
planning, building system evaluation, and lease negotiation, the ARRA will allow a rent abatement
of $150,000 amortized over the first two years of the lease.
Honorable Members of the
Alameda Reuse and Redevelopment Authority •
October 1, 1997
Page 2
Fiscal impact'
Substantial repair and upgrades will be required to bring building 530 into full code compliance.
These include provision of new electric and water services, roof repair, ADA and office upgrades,
new lighting and security systems, major retrofit of the building's heating, ventilation, and air
conditioning systems, and associated architectural, engineering, and permiting fees. The anticipated
cost of this work is $650,000. This expense will be paid for from the $3 million EDA grant that was
approved earlier this year. Over the ten -year lease term, the total rental revenue to the ARRA will
be $2,581,564.
Recommendation:
It is recommended that the ARRA governing body authorize the Executive Director to finalize and
execute the proposed ten -year lease for building 530 with Tower Aviation Services.
Respectfully submitted,
Kay Miller
Executive Director
EL/jcb/KM /mee
A :\STAFF RE.PTS \TOWERLSE.108
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
TO:
FROM:
DATE:
SUBJECT:
Honorable Members of the Alameda Reuse and
Redevelopment Authority
Kay Miller, Executive Director
October 1, 1997
Report from the Executive Director recommending authorization to finalize
negotiations and execute a 15 -year interim lease with the San Leandro Shelter for
Women and Children.
Background:
Two non -profit organizations who have been assigned units at Alameda Point as part of ARRA's
homeless accommodation, United Indian Nations (UIN) and the San Leandro Shelter for Women
and Children have both received HUD funds to begin rehabilitation of their property. In order to
receive the federal funds, the organizations have to demonstrate "site control" which HUD has said
could be achieved through a 15 -year lease with the ARRA. In September, the ARRA Board
approved a 15 -year lease for UIN. The proposed action here is approval of an identical 15 -year lease
with the San Leandro Shelter for Women and Children.
As required by the federal Base Closure and Community Redevelopment and Homeless Assistance
Act of 1994, the ARRA worked with Alameda County Housing and Community Development and
a group of homeless services providers, identified as the Alameda County Homeless Providers Base
Conversion collaborative (Homeless Collaborative) to determine a fair share of housing at NAS
Alameda to accommodate the homeless. This accommodation of the homeless was reflected in the
Community Reuse Plan which was unanimously approved by the ARRA board in January 1996.
The Community Reuse Plan was then approved by the United States Department of Housing and
Urban Development (HUD, again, as required by federal law). The homeless service providers were
expected to take possession of their housing units from the ARRA at the time of the Record of
Decision by signing a legally - binding agreement of the terms of their possession.
The San Leandro Shelter for Women and Children will work with Rubicon Program, Inc. and Davis
Street Community Center to develop housing opportunities with comprehensive support services for
homeless women and female - headed families. The project will provide a combination of transitional
housing for single women and small female headed families and permanent housing affordable to
single women who may be disabled. The Navy Lodge rooms may be used as either individual
studio -like apartments with their own kitchenettes, or can be used in conjunction with an adjacent
room. Since each unit has individual doors to the outside, and its own bathroom and kitchenette, the
units look and function much like individual apartments rather than the typical SRO (single -room
occupancy) units. This look and function are important components in helping women and families
transition to independent living in the community.
Honorable Members of the
Alameda Reuse and Redevelopment Authority
October 1, 1997
Page 2
San Leandro Shelter for Women and Children has always served both single women and mothers
with children. Support services for the women and their children will include fully subsidized child
care, life skills training, job training and placement, individual and family therapy, and assistance
in securing permanent housing. The new facility at the Alameda Point will be named the Bessie
Coleman Center.
A map of the units allocated (Navy Lodge) to the San Leandro Shelter is attached.
The HUD funding awarded to the County of Alameda for the San Leandro Women's Shelter
specifies that all grant recipients MUST demonstrate site control no later than one year from the date
of grant award. The grant was awarded on December 23, 1996. Since the ROD is not completed,
HUD has agreed to accept a 15 -year interim lease as site control. If site control, in the form of an
interim lease, is not provided to HUD by December 23, 1997, the award will be canceled and the
funds lost, thereby denying the Women's Shelter the opportunity to obtain its allocated share of
homeless housing units at the former NAS Alameda.
Discussion.
This action is identical to the action taken by the ARRA at its August 1997 meeting on behalf of
the United Indian Nation. The Women's Shelter seeks a 15 -year interim lease to undertake
rehabilitation, caretaking and maintenance of the 75 units of barracks housing assigned to it in the
Community Reuse Plan. An interim lease would allow The Women's Shelter to acquire site control
of the property and would trigger release of monies from several funding sources to be put toward
rehabilitation of the property to meet life safety and building code requirements.
It had been the Homeless Collaborative's and the Women's Shelter's original expectation that a
Record of Decision by the Navy would be published by now. Because the ROD is now due to be
issued sometime next year, the Women's Shelter is concerned about any future deterioration of the
housing stock. As such, it is seeking an interim lease in order to release funds that it has been
awarded to begin rehabilitating and caretaking property to be assigned to it under the Community
Reuse Plan. As part of this lease, the Women's Shelter understands that it will pay the common
services fees associated with an interim lease. Failure to obtain site control through an interim lease
at this time would result in the loss of funds now awarded to the Women's Shelter for this project
from HUD.
This interim lease does not allow occupancy of the units other than as necessary for rehabilitation
and caretaking. As required by the Legally Binding Agreement, occupancy of the units will not be
allowed until after the property is transferred from the Navy and the provision of required support
services for the residents is demonstrated. Each provider will be required to obtain a Conditional
Use Permit from the City of Alameda before occupying the property.
The property to be leased is the Navy Lodge.
Honorable Members of the
Alameda Reuse and Redevelopment Authority
October 1, 1997
Page 3
EiscaUmpaot•
The Women's Shelter will provide protection and maintenance of their units as base rent. They will
also pay the Common Services charge of 2.4 cents per month per square foot of building space and
0.027 cents per month per square foot of land area. There will be no fiscal impact to the ARRA.
Having the Women's Shelter lease the property shifts the burden from the City of Alameda
cooperative services agreement budget to the Women's Shelter for the maintenance of the property.
Recommendation.
It is recommended that the ARRA governing body authorize the Executive Director to finalize
negotiations and execute the proposed fifteen -year lease with the San Leandro Women's Shelter.
Respectfully submitted,
Kay Miller
Executive Director
Attachment: Map
Location of San Leandro Women's Shelter Housing Units
NI'
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
October 1, 1997
TO: Honorable Members of the
Alameda Reuse and Redevelopment Authority
FROM: Kay Miller, Executive Director
SUBJ: Recommendation to the ARRA on prioritizing Navy environmental cleanup projects
to support the Economic Development Conveyance business plan/application.
Background:
As Alameda Point moves into phased redevelopment and continues to support tenant activity during
interim leasing, it is imperative that ARRA and the Navy coordinate environmental restoration and
compliance actions. Availability of clean property when redevelopment opportunities are available
and ability of tenants to continue normal business operations during cleanup and compliance projects
is essential to both short- and long -term success of the base conversion. Additionally, as ARRA
proceeds with infrastructure and building upgrades, projects whose schedules may be driven by state
and federal grant program schedules, coordination must be early and thorough. ARRA staff is
concerned that as the Navy's environmental budget deficits continue, year to year, environmental
cleanup and compliance will adversely affect resource upgrade, redevelopment, and leasing efforts.
Discussion:
ARRA staff and the BRAC Cleanup .Team (BCT– composed of Navy environmental staff and state
and federal regulators) have met to discuss coordination of these efforts. When ARRA staff shared
the phased development schedule proposed by EPS ( ARRA's economic development conveyance
consultants) with the BCT, the Navy responded with a revised Installation Restoration (IR) project
structure and schedule. Other projects required by a variety of federal laws and regulations such as
compliance required by the Resource Conservation and Recovery Act (RCRA) must be coordinated
as well. The Navy must provide ARRA assurance that these completion of these projects —such as
excavation of abandoned fuel lines —will be funded promptly and carried out without disruption to
ARRA's upgrade, demolition, and redevelopment plans. For example, the fuel line project has
already been delayed over a year. With more interim leasing and tenant activity, completion of that
project without an adverse effect to business interests becomes problematic.
Below is a chart of the revised IRP structure and schedule. (Also, a map of the IR sites and operable
units is attached.) The date in the right -hand column is the target date for the Record of Decision
(ROD) required by the Comprehensive Environmental Response, Compensation, and Liability Act
(CERCLA). (These RODs are distinct and separate from the disposal ROD required by the National
Environmental Policy ACT (NEPA), which is anticipated in June 1998.)
Operable Unit #1: four sites in the Civic
Core, the Exchange Service station, five sites
in the Inner Harbor, and 2 sites in the
Northwest Territories
June 21, 1999
plus one year =
June 2000
Honorable Members of the
Alameda Reuse and Redevelopment Authority
October 1, 1997
Page 2
Operable Unit #2: four sites in the Inner
Harbor, and two sites in the Civic Core
August 4, 2000
plus one year = August 2001
Operable Unit #3: the two large landfills on
the western shore
December 28, 1999
plus one year = January 2001
Operable Unit #4: Oakland Inner Harbor and
the Seaplane Lagoon
March 15, 2001
plus one year = March 2002
A CERCLA ROD occurs after the Remedial Investigation /Feasibility Study (RI/FS) is completed
and a proposed cleanup plan has completed a 30 -day public comment period. Various criteria
determine the remedy selected; community acceptance is one of the criteria the BCT must consider
as it determines cleanup levels and selects the remedy based on the property's future use as
articulated in the Community Reuse Plan. The ROD then documents the selected remedy. Those
dates in the right -hand column support the EDC business plan projections; however, ARRA must
view this schedule in light of the CERCLA "covenant" and realistic budgeting and technological
considerations.
In order to convey property, the Navy must comply with the CERCLA "covenant" and prove that
the property is clean or that the selected remedy is in place and is proving to be effective. At some
sites (e.g., the seaplane lagoon) a remedy may take years to complete cleanup of the property. Under
normal circumstances, the BCT projects that it will be able to evaluate the efficacy of a selected
remedy no later than one year after the ROD date. That anticipates that funding continue as required,
that contracts are awarded and implemented on schedule, and that all goes well with the
technological processes.
It is also important to note that the number of sites in the IRP has recently increased from 23 to 24.
It is possible that additional sites may be added to the program as the BCT continues with tiered
screening analysis of the remainder of the base. The BCT anticipates completion of this analysis by
November 1997.
FiscaUmpact•
Failure to coordinate planned cleanup and provide adequate funding could jeopardize ARRA's
proposed development phasing and interim leasing activities.
Recommendation.
The staff recommends that the ARRA governing body formally request the following action by the
BRAC Cleanup Team (BCT) and the Navy Engineering Field Activity West (EFA):
Jn Re
9. . 1- 1 •s :- • . •s • .a.il
••
(1) redesign Operable Unit 2, primarily sites along the southeast fence line, to include
Installation Restoration (IR) site 2, the West Beach Landfill Wetland on U. S. Fish and
Wildlife Refuge.
Honorable Members of the
Alameda Reuse and Redevelopment Authority
October 1, 1997
Page 3
(2) reschedule all work within Operable Unit 3 (containing the Northwest Territory, IR site 1)
to commence prior to Operable Unit 2.
These actions align the environmental cleanup schedule with the EDC business plan's phased
redevelopment of Alameda Point.
In Regard to All Environmental Programs.
(1) report to ARRA no later than October 30, 1997, the FY 98 budget and the FY97 budget
submitted, funding received, and specific project expenditures.
(2) submit quarterly budget summaries to ARRA no later than 30 days following quarter
closeout, to include funds allocated and funds requested, contract award target dates, and
project target start dates.
Respectfully submitted,
lAkf. bl..PitJ
Kay Miller
Executive Director
C:\M ARGARET\ARRA \STAFFREP \CLEANUP. PRI
Z
0
o - z>-
o¢
CO- a °z
Z<°'o
Op m
¢O as
JO <
rw . j
?N z<
APPROXIMATE WETLANDS AREAS
OPERABLE UNIT 1
ALAMEDA ANNEX BOUNDARY
•
• .
N M
OPERABLE UNIT
.OPERABLE UNIT
HI
OPERABLE UNIT 4
0
0
0
0
O
O
0
1
1
0
0
(0
II
w
J
ALAMEDA POINT
r/
I j
U
•
•
•
- --
♦
i
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
October 1, 1997
TO: Honorable Members of the
Alameda Reuse and Redevelopment Authority
FROM: Kay Miller, Executive Director
SUBJ:
BRAG recommendation to the ARRA on the appointment of a new BRAG Vice -
Chair and Community Involvement Work Group Chair.
131ackgroimd.
In August, BRAG received a letter of resignation from Helen Sause, Vice -Chair of the BRAG.
Helen needed to resign due to her recent appointment as Deputy Director of the San Francisco
Redevelopment Agency and the increased responsibilities of that position. The ARRA Board
received a copy of that letter in the mailing for the September 3, 1997 ARRA meeting. Helen's last
meeting as BRAG Vice -Chair was the September 17 BRAG meeting.
Discussion.
At the September 17 BRAG meeting, Chair Lee Perez officially accepted Ms. Sause's resignation
and the BRAG voted to recommend to the ARRA that Diane Lichtenstein be appointed as BRAG
Vice - Chair. Since Diane currently serves as the Chair of the Community Involvement Work Group,
the BRAG also voted to recommend that Andrine Smith replace Ms. Lichtenstein as Chair of that
Work Group. Information regarding the involvement of Diane Lichtenstein and Andrine Smith in
the BRAG is attached.
Fiscal Impact.
None.
Recommendation.
The BRAG recommends that the ARRA appoint Diane Lichtenstein as Vice -Chair of the Base Reuse
Advisory Group and Andrine Smith to serve as Chair of the Community Involvement Work Group.
Respectfully submitted,
Kay Miller
Executive Director
KM/mee
Attachment: BRAG involvement information on both candidates.
A: \STAFF RE.PTS\BRAC V -C.HAI
BRAG Involvement Information
Diane Lichtenstein and Andrine Smith
Diane Lichtenstein
Diane Lichtenstein has been a part of BRAG since its inception, serving as Chair of the Community
Involvement Subcommittee. Her subcommittee has been responsible for involving the community
and informing the public of base conversion plans over the past four years.
To involve and keep the community informed, Community Involvement undertook innumerable
public events, including nine city -wide Town Meetings, the Mayor's July 4th parades, Fleet Weeks,
booths at the Park Street Fair and Victorian Days at the Park, BRAG Appreciation days, Preserving
the Legacy, BRAG logo contest, student essay contest, two historic baseball duels between the City
of Alameda and the Navy, and status updates through the local newspapers. Diane was co -chair of
the Legacy Celebration closure of NAS and chair of the "Name the Neighborhood" (Alameda Point)
and "Name the Streets at Alameda Point" committees.
Diane is a ten -year resident of Alameda and retired from her professional career in marketing and
public relations.
Andrine Smith
Andrine Smith has been actively involved in the BRAG and base closure activities for the past two
years. She currently serves on the Community Involvement Work Group as secretary; she is also
actively involved in the Recreation and Parks Task Force, the Housing Work Group, and the west -
end neighborhood group.
In addition to her desire to help enhance Alameda's future, Andrine brings the professional expertise
of a practicing attorney, a great deal of enthusiasm, clear thinking clearly expressed, and a new
perspective to both the Community Involvement Work Group as Chair and to the BRAG as a new
member.
Andrine has lived in Alameda for eleven years.
A:\STAFF RE.PTS\BRAC V -C.HAI
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
October 1, 1997
TO: Honorable Members of the
Alameda Reuse and Redevelopment Authority
FROM: Kay Miller, Executive Director
SUBJ: Written status report from the Executive Director.
1. Aircraft Carrier Hornet Foundation On September 12 the Hornet Foundation submitted its
completed application and financial business plan to the Navy (NAVSEA) for the donation of
the Hornet to the Foundation. NAVSEA expected to complete its review of the application and
make its decision by September 30. If NAVSEA approves the donation, Congress has 60
working days to review the decision. ARRA staff has agreed to lease terms for the Hornet
should the Foundation receive the ship. The lease rate is based on the amount ARRA receives
for the MARAD ships for comparable linear feet of docking space. That lease rate was reflected
in the Foundation's business plan submitted to NAVSEA.
2. Master Master_ParcelLease /Master Use Permit The Navy has now included virtually all of the property
available for lease on the former Alameda Naval Air Station (exclusive of the property to be
retained in federal ownership) in its Master Parcel Lease with ARRA. (See letter from Bill
Carsillo, attachment. 5 -L, item 2.) On September 22 the City Planning Board approved a Master
Use Permit (MUP) for over 60 buildings within ARRA's original master parcel lease with the
Navy. Tenants in these buildings will not be required to secure separate use permits from the
City unless an administrative review of the property use indicates the use is significantly
different from the prior use of the property or has significant environmental or traffic impacts.
3. Restricted-use airfield. In a meeting with Assistant Secretary of the Interior John Garamendi and
U.S. Fish & Wildlife Service (the Service) officials on September 29, the Mayor and I were
advised that due to safety concerns, the Service had decided not to allow use of the north/south
runway on the refuge for restricted airfield use. The Service will be officially informing the
ARRA of this decision by letter. The Service indicated its willingness to entertain the possibility
of ARRA's use of the east/west runway that is north of the refuge for very limited airfield use.
The Mayor specifically asked the Service to define the parameters of that allowable use in their
letter to the ARRA.
4. LBP (lead -b . - s • . ' • • • . - u - • ' • : ' . as ' - . s • ' • • ' - ' - _units Under
federal law, the Navy is required to abate lead paint in housing units constructed prior to 1960
that are to be used in the future as residences. The law requires abatement of lead on all interior
and exterior surfaces. At Alameda Point this abatement requirement affects only the CPO units
(all to be leased by supportive housing providers) and the 18 Big Whites.
As of this writing, EFA West has not determined the methodology for abatement but the options
under consideration range from encapsulation with approved 20 -year paint to chemical removal
of all the lead from all surfaces. The cost of abatement ranges dramatically depending on the
option selected. ARRA staff will request EFA West to brief the ARRA board on its abatement
plans either in writing or in a presentation at the ARRA's November meeting.
Honorable Members of the
Alameda Reuse and Redevelopment Authority
October 1, 1997
Page 2
This abatement program will obviously impact ARRA's plans for leasing the units in the West
Housing area. Gallagher & Lindsey is restructuring its leasing program to begin with the ranch
units, which can commence once a use permit has been obtained. That permit is expected in late
October or early November. ARRA staff and Gallagher & Lindsey will work with EFA West
to plan a phased release of the abated Big Whites so that Gallagher & Lindsey can gradually
begin the leasing them some time next spring. In a separate off - agenda memo, staff will discuss
how this abatement program will impact the ARRA's contract with Gallagher & Lindsey. The
contract with Gallagher & Lindsey has not been consummated due to the LBP situation.
Similarly, ARRA staff will work with EFA West to coordinate with the Navy LBP program with
the supportive housing providers who will be rehabilitating the CPO units. The only
immediately affected provider is United Indian Nations, which has already received HUD funds
to rehabilitate three of the CPO units.
5. Special events po. licy for Al meda Pain It has become apparent that a policy needs to be
established outlining the types of special events that will be allowed and even sought at Alameda
Point. Numerous special events promoters have expressed interest in leasing property for large -
scale special events.
In order to begin the development of a policy, the City Manager has convened a staff group that
includes ARRA staff, the Planning Department, Community Development Department,
Recreation & Park Department, Police Department, and Fire Department representatives to begin
the discussion of parameters and restrictions and the types of events we ought to attract. This
group has also been charged with defining a process for the development and acceptance of a
policy to include other stakeholder groups such as the Navy, the BRAG, the Chamber of
Commerce, and the broader community. This group will make its recommendations to the
ARRA and City Council.
6. RCDC port priority desigation On September 18, the BCDC voted to remove the port priority
designation from the 220 acres in the Northwest Territories at Alameda Point. There were 18
votes for the removal, the minimum number required for an amendment to the plan. While it is
possible the decision could be appealed, it does not appear likely that will happen. Therefore,
the ARRA is free to proceed with reuse planning for the Northwest Territories unconstrained by
the port designation. The property is still subject to the Public Trust.
7. Alameda Naval it M uscum The Alameda Naval Air Museum group, in collaboration with the
Western Aerospace Museum, recently submitted a revised business plan for building 77, the first
step of a two- phased proposal to lease building 77 and hangar 41. The BRAG Museum Task
Force will meet Tuesday, October 7 to evaluate the plan. It is possible they may make a
recommendation that will be considered by the BRAG on October 15 with their recommendation
to be forwarded to ARRA for consideration in November.
Respectfully submitted,
Kay Miller
Executive Director
DEPARTMENT OF THE NAVY
ENGINEERING FIELD ACTIVITY, WEST
NAVAL FACILITIES ENGINEERING COMMAND
900 COMMODORE DRIVE
SAN BRUNO, CALIFORNIA 94066 -2402
Ms. Kay Miller, Executive Director
Alameda Reuse & Redevelopment Authority
Naval Air Station, Postal Directory, Bldg. 90
Alameda, CA 94501 -5012
Dear Ms. Miller:
11011
241BC
NAS Alameda
June 17, 1997
Enclosed are three duplicate originals of the proposed First Amendment to the Large Parcel Lease
N6247497RPOOP68 which will have the effect of placing virtually all lands at the former Naval
Air Station, Alameda under the Large Parcel Lease (LPL) with the exception of lands subject to
- requests for Federal transfer and public benefit conveyance.
If the Amendment is found acceptable, please sign the three duplicate originals and return them to
this office for final execution.
It should be noted that property added to the LPL by the First Amendment includes the Officer's
Club. Therefore, the First Amendment must be executed as a preliminary to execution of the
proposed LPL Addendum No.Three granting you beneficial occupancy of the Club.
Please call me at (415) 244 -3815 if you have questions.
Enclosures
Sincerely,
WIL IAM R. CARSILL
Real Estate Leader
BRAC Team, East Bay
Correspondence
SEP -26 -97 FRI.01:09 PM MLC CIVIL ENGINEERING DI FAX NO. 2
Coast Guard Housing -- NAS Alameda
26 Sep 97
Hausi:-ig Units to be acquired/leased: 582 Multi - family units (300 Marina Village and
282 North Housing and the PWC Housing Office/Bldg 99.)
Marina Village:
Appro4mately 95% occupied by USCG personnel. Small percentage of Navy families
were r loved from North Housing to Marina Village due the USCG renovation project
under. iay.
North Housing:
Of the 282 units only 98 are occupied, The Navy occupies approximately 60% of these
98 units, the remaining are occupied by USCG families. A change in plans for Nai y
supply ships has caused Navy families to remain in North Housing longer than
anticipated. The USCG's renovation project which is underway ( '-$18K per unit) has
been impacted by this issue, The renovation project began in July 97 and will coni,aue to
P4'99, with a phased plan for renovation beginning with 60 units this year, and depending
on fwi.iing levels continuing till all units are renovated.
Props rty Management:
Currera,.iy management and maintenance for all housing units at NAS is being completed
by the USCG. As of 1 Oct 97, maintenance will be completed by contract for all hc'.zsing
units. 1 Management (assignments for USCG and all other DOD services and
administrative work) will continue to be completed by the USCG through our office at
the site (Housing Bldg.). Plans are underway for contracting of "change of occupancy"
maintenance, which is currently being completed by USCG.
Estu2 1-:y Park:
The USCG will continue to maintain the park as part of our housing acquisition, W
currently have no renovation plans for the park.
Lease -Back:
We will be scheduling a meeting shortly to gather input from the ARRA and the Navy on
the Ieask .back document.
OPTIONAL FORM 99 (7 -90)
To
is
FAX TRANSMITTAL
Frorh
Oepi /Agnncy
Phone A
of pBgee ►
Fax X,) i - 2110 -1
Fax A
NSN 7540 01- 317 -7369 5099 -t0T GENERAL SERVICES ADMINISTRATION
P. 01