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2000-09-19 ARRA PacketAGENDA Special Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ACTION ITEMS Tuesday, September 19, 2000 Meeting will begin at 8:00 p.m. City Hall will open at 7:00 p.m. 1 -A. Report from the Development Services Director recommending that the ARRA Governing Body approve the disposition strategy of engaging a Master Developer for Alameda Point and to authorize staff to proceed with the selection process for such a Developer. The next regular ARRA meeting is scheduled for Wednesday, October 4, 2000. Notes: • Sign language interpreters will be available on request. Please contact Lucretia Akil, 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. Alameda Reuse and Redevelopment Authority Interoffice Memorandum September 15, 2000 TO: Honorable Chairman and Members of the Alameda Reuse and Redevelopment Authority FROM: Doug Yount, Development Services Director SUBJ: Report from the Development Services Director recommending that the ARRA approve the disposition strategy of engaging a Master Developer for Alameda Point and to authorize staff to proceed with the selection process Background: At your September 6, 2000 scheduled ARRA meeting, you began your discussion on the master developer selection process. Staff made a presentation on the proposed process, which is included in the attached packet from the meeting (Attachment 1). The presentation was followed by several questions and comments by the Board and the public. This staff report is a supplement to the previous report and is designed to address many of the comments and issues raised during the regular meeting. Discussion: Because of the tremendous work done by the community in developing the Community Reuse Plan and the vision for the redevelopment of the Naval Air Station, President Clinton declared Alameda a national model for base closure. Bringing a master developer into partnership with the City will provide the City with the necessary resources and expertise to make this reuse model a reality. There have been several issues that have been raised regarding use of a master developer and the selection process: 1. Why should the City pursue the Master Developer approach? ► Ability to Finance Front End Costs: Investments in the water and electrical systems are needed up front for redevelopment. A master developer will bring private equity and debt funding resources to the project to finance these and other improvements in a timely manner, as necessary. The ARRA or CIC currently do not have adequate unallocated resources to undertake all of the up front expenses. ► Take advantage of the Market for Development: The final land use and development schedule will need to be formulated by the developer. The master developer will be in a favorable position to assess the market and ensure the most efficient approach to development based on the robust market conditions.. ► Timely Environmental Remediation: The master developer will help bring closure with environmental regulators, because the developer will help define the timing and nature of remediation relative to the development program. Similarly, the master developer can be instrumental in completing negotiations with DoD on liability agreements and remediation funding, which can result in expedited remediation and Honorable Members of the September 15, 2000 Alameda Reuse and Redevelopment Authori ty Page 2 reuse of the property. In the absence of a developer, negotiations with the Navy and regulatory review are extremely difficult to bring to closure. ► Provide a Leasing Program consistent with Reuse and Redevelopment: To ensure a leasing program that creates synergy with the development program, it is desirable to have the master developer involved in at least an advisory capacity in leasing and asset management. Bringing on the master developer as soon as possible will help minimize the opportunity cost of delayed leasing, or the risk of executing leases that will not be synergistic. ► Ability to Advance Reuse and Redevelopment: The master developer will be better able to bring the Community Reuse Plan to fruition, honoring thousands of hours of community involvement and direction. ► Meet Navy's Property Disposition Schedule: The Navy schedule has approximately 500 acres of property conveyed to the ARRA in early 2001. This property is mostly free of environmental remediation and would be available for reuse and redevelopment soon. Necessary master and development specific planning would occur first before any development. Coordination of all Development Projects at Alameda Point: A master developer can help the ARRA better coordinate with the development for the golf course and sports complex project in conjunction with the entire NAS development. 2. Why not develop Alameda Point in development "packages "? ► An entity needs to be identified as responsible for overall infrastructure planning and financing. ► The master developer transfers the infrastructure financial risks to the private sector. ► Carving out "packages" ultimately transfers the risk and cost from the master developer to the City. The long term result could be fragmented development of Alameda Point, potentially leaving the City and master developer with the less viable properties. Will using a master developer limit the ARRA and CIC's normal regulatory authority over land uses? ► Selecting a master developer does not imply a forfeiture of the City's ability to achieve the community's goals and objectives for Alameda Point. ► Community dialogue on the balance between public benefits and private uses would be part of the normal land use planning process. ► The Community Reuse Plan and ultimately the General Plan will guide the planning process. Honorable Members of the September 15, 2000 Alameda Reuse and Redevelopment Authority Page 3 4. What is the role of the ARRA and the City in the Development Process with a Master Developer? ► Provide regulatory support ► Provide land and buildings ► Provide low cost infrastructure financing ► Ability to inexpensively hold land ► Manage the entire process to hold developer accountable 5. What is the role of the CIC in the long -term redevelopment of the site, should the ARRA approve the master developer conveyance strategy? Although the ARRA will receive conveyance of the property from the Navy and because the property falls within the Alameda Point Improvement Project (APIP) area, development must be consistent with the APIP redevelopment plan and state redevelopment law. The CIC has jurisdiction and ability to use financing tools (such as tax increment financing) to implement redevelopment consistent with the APIP Plan. (This is true even if the ARRA did not convey the property to the CIC prior to the conveyance to a master developer.) 6. What are the alternatives to selecting a master developer? Economic Planning Systems analyzed the use of master developers in closed military bases and outlined several roles for the cities when selecting a Master Developer, including: ► In -house Development with Developer /Consultant Input: Under this scenario, the ARRA or CIC owns the land and hires a private development company to function as temporary staff while earning a commission or flat fee. This choice requires the City to assume financial risks associated with development and to finance up -front the staff resources necessary. ► Contract Development: The ARRA or CIC would own the land and hire a development company on a for -fee basis to carry out master development tasks. Financing would be secured with the assets of the ARRA without developer equity. The contract development approach also requires the ARRA take the financial risks associated with development and to finance up -front the staff resources necessary. ► Joint Venture: Here the ARRA or CIC and developer would share responsibilities and revenues. The ARRA or CIC would contribute the land and perhaps the backbone infrastructure, as in the case with the Catellus project. The developer takes on the project management responsibility. Both the city and the developer secure the financing, which allows for a broader range of available financing sources. The ARRA would have an opportunity to share in the profits for the project, but would also share in certain risks. ► Disposition to Private Developer: This is the recommended approach for Alameda Point. Under this scenario, the ARRA or CIC selects a private development company through a competitive bidding process to purchase the entire property and redevelop it according the Community Reuse Plan and APIP Plan. The City would Honorable Members of the September 15, 2000 Alameda Reuse and Redevelopment Authority Page 4 acquire development expertise, not inherent to cities, and minimize ongoing responsibilities. The CIC would be expected to retain control over the type and character of development, phasing, etc. to ensure that the private developer implements the community reuse plan vision and compliance with the APIP plan. The agreement also can expressly limit the CICIARRA/City financial obligations and risks. Finally, the City would retain all of its tradition regulatory control over new development. Selection Process Given that staff is recommending disposition to a private developer described previously, there are several steps needed to be taken in order to begin the Request for Qualifications and Vision Statement (RFQ /V) process described in the Consultant report included in Attachment 1. The following is a list of the immediate actions necessary in order to develop the RFQ/V and the proposed schedule. Immediate Next Steps in Process ► Assemble developer selection team and contract with assisting consultants; ► Interview similar communities for additional information on drafting of RFQ/V language and conditions ► Draft RFQ/V ► Return to ARRA at a Special Meeting on October 17 with the following for information: • Draft RFQ /V (For ARRA approval) • Project Timeline including steps for Developer selection, ENA development, ENA period, DDA Development • Format of community forums • Suggested membership for developer negotiation team • Further detail on website, tours, information exchange Recommended Process and Schedule ARRA Board Approval Mail RFQ/V RFQ/V Responses Due Short List Developers Community Forum #1 Business Plan Submittal Due Community Forum #2 Recommendation to the ARRA Fiscal/Budget Impact: September 19, 2000 November 3, 2000 December 8, 2000 December 20, 2000 January 10, 2001 February 7, 2001 February 21, 2001 March 7, 2001 To complete the immediate steps listed above, the city (through the lead of the Development Services Department) would need to contract with a financial advisor, request redevelopment or development legal assistance through the city attorney's office, and marketing /pr consultant to provide the necessary expertise to develop the documents and prepare the city for release of the Honorable Members of the September 15, 2000 Alameda Reuse and Redevelopment Authority Page 5 RFQ /V and RBP. The total cost of these consultants for these tasks is estimated to be less than $50,000 and would come from the ARRA fund (consulting services). Recommendation: It is recommended that the ARRA Governing Body approve the disposition strategy of engaging a Master Developer for Alameda Point and authorize staff to proceed with the selection process for such a Developer, specifically to proceed with the immediate tasks outlined above. Respectfully submitted, Doug Yount Development Services Director By: Nanette Banks Business & Special Projects Manager DB /nab /gis Attachment One: Staff Report Packet from September 6, 2000 Regular ARRA Meeting Attachment Two: Final Disposition Strategy Report for NAS, Alameda cc: David A. Berger, Assistant City Manager, Community & Economic Development Alexander Bascom, BVP James Musbach, EPS H:\ARRA\MAST2. WPD Alameda Reuse and Redevelopment Authority Interoffice Memorandum August 31, 2000 TO: Honorable Chairman and Members of the Alameda Reuse and Redevelopment Authority FROM: Doug Yount, Development Services Director P k SUBJ: Report from the Development Services Director recommending that the ARRA approve the disposition strategy of engaging a Master Developer for Alameda Point and to authorize staff to proceed with the selection process for such a Developer Background: In April, the ARRA hired a consultant team consisting of Jim Musbach, Economic Planning Systems and Alexander "Duke" Bascom, Bascom Venture Partners to assist in re- evaluating the development disposition strategy for Alameda Point. The December 1998 Alameda Point Business Plan, contained a disposition strategy that presumed the Navy would remediate contaminated sites based on a published clean-up schedule, and transfer "clean" property that, in turn, would allow the City to sell five development "packages" to one or more parcel developers. During the early phase of our negotiation last fall, following passage of the no -cost EDC legislation, the Navy asked staff to consider taking much of NAS as a Sec. 334 early transfer, with the intention that the City engage a single "master" developer to simultaneously perform the clean-up (at the Navy's expense) and install back -bone infrastructure to support redevelopment. During Phase One of the evaluation process, the consultants interviewed city staff to answer two questions: (1) what is the capacity of the city to handle the redevelopment of NAS? ; and (2) what is the appropriate role for City during the redevelopment process? In Phase Two, the EPSBVP consultant team interviewed eleven development companies to test market interest in a master developer for NAS. The consultants approached the eleven developers with the same set of questions. The questions were compiled and included in the disposition strategy report, previously submitted to you for review. In general, all of the developers found Alameda Point to be highly desirable and possessed enormous development potential. Even with the identified constraints such as environmental issues and refuge obligations, the market responded positively to this project. Discussion: The consultants used the findings from these interviews, along with their expertise and experience from other closed military base conversions in which they have been involved, to evaluate the complex challenges facing the redevelopment of NAS. The following is a summary of the key recommendations: 1. The City of Alameda should define its role as providing city policies and services, as well as overseeing the NAS disposition, coordinating public financing for infrastructure, and managing the development and disposition contract. 2. The City of Alameda should engage a master developer for the entirety of NAS (excluding the golf course) and avoid inefficiencies as well as conflicts inherent to parcelization. Honorable Members of the Alameda Reuse and Redevelopment Authority August 31, 2000 Page 2 3. The brownfield sector can pursue the NAS opportunity by joining the master developer team, but there is no benefit to pursuing this sector as an alternative to a traditional developer. 4. The asset management should be offered as part of the solicitation, with the city prepared to have a selected master developer act as its advisor or agent for these services during the exclusive right to negotiate period. 5. The City should begin its solicitation for a master developer as expeditiously as possible in recognition of the maturity of the economic and development cycle, and the need to capitalize on potential efficiencies as early as possible. It is important to note, the City will serve as the "Executive Developer" during this process. The City will retain ultimate oversight and control over the quality and character of the development. Attached for your review is the section from a previous consultant report which briefly describes the role of the city in the development process (Attachment One). All of the details of the roles of the developer and city will be defined in the RFP and later in the executed development agreement. Also as part of Phase Two, the consultant team took these recommendations to the Alameda Point Advisory Committee, Economic Development Commission and Alameda Point Business Consortium of the Alameda Chamber of Commerce. Attachment Two is written communication from two of the three groups. Generally, each group felt the master developer strategy was right for Alameda Point. The Chamber group does not take positions on issues affecting the base, therefore chose not to submit written comments. The final product from Phase Two is the attached report recommending that ARRA move forward with the selection of a master developer and included a proposed selection process and schedule. Building on lessons learned from the Catellus project, this process will ensure that the community is informed and involved and that the city will get the necessary information in order to make the best developer selection. The report recommends a two step developer selection process and two community forums. The proposed schedule brings a recommendation of a developer before the ARRA in March 2001.This timing coincides with the Navy's conveyance schedule and will allow the city to have a developer on board to negotiate with the Navy on clean -up issues. There are some steps in the process that need further explanation at this point. These are: 1. Developer Selection Team —The following team is a list of the proposed team that will be tasked with the duty of reviewing submittals by developers in the two step process and for guiding the selection process: a. Assistant City Manager, Community /Economic Development (Chair of team) b. Chair of Economic Development Commission c. Chair of Alameda Point Advisory Committee d. Chair of Planning Board e. Public Works Director f. Planning Director g. Development Services Director Honorable Members of the Alameda Reuse and Redevelopment Authority August 31, 2000 Page 3 There would be a total of 7 individuals on this selection committee aided by the City Attorney, city project manager and consultants (financial, redevelopment, legal, tbd). 2. Marketing/PR assistance — Because the Request for Qualifications and Vision Statement (RFQN) will also be useful in the city's overall economic development marketing strategy, it is very important that they be of high quality including graphical presentations. The documents should convey the reality of development at Alameda Point and the desirability of other development interests and businesses to locate in Alameda to be part of this exciting future and synergy. Also, it is important for the city to develop a website for public participation and comment on the master developer selection process (this web site may also be useful for comment on future development plans). Finally, a marketing/PR consultant could aid in the compilation of information in the technical library, the hosting of tours, and the community forums. 3. Immediate Next Steps in Process — the following are the next steps in the process for selection of a master developer before the RFQN is released: a. Assemble developer selection team and contract with assisting consultants b. Interview similar communities for additional information on drafting of RFQN language and conditions c. Draft RFQN and RBP (Request for Business Plan) d. Return to ARRA at a special meeting on October 17 with the following: Draft RFQN and RBP Project Timeline including steps for Developer selection, ENA development, ENA period, DDA Development Format of community forums Suggested membership for developer negotiation team Further detail on website, tours, information exchange Fiscal/Budget Impact: To complete the immediate steps listed above, the City (through the lead of the development services department) would need to contract with a financial advisor, redevelopment or development attorney through the City Attorney, and marketing/pr consultant to provide the necessary expertise to develop the documents and prepare the city for release of the RFQN and RBP. The total cost of these consultants for these tasks is estimated to be less than $50,000 and would come from the ARRA fund (consulting services). Recommendation: It is recommended that the ARRA Governing Body approve the disposition strategy of engaging a Master Developer for Alameda Point and authorize staff to proceed with the selection process for such a Developer, specifically to proceed with the immediate tasks outlined above. Honorable Members of the Alameda Reuse and Redevelopment Authority Respectfully submitted, Doug Yount Development Services Director By: . 60A,th- Nanette Banks Business & Special Projects Manager DY/NB /la Attachment One: Role of the City in the Development Process Attachment Two: Comments from Community Groups Attachment Three: NAS Disposition: Recommended Process and Schedule August 31, 2000 Page 4 cc: David A. Berger, Assistant City Manager, Community & Economic Development Alexander Bascom, BVP James Musbach, EPS C: \LAK I L\A RRA \STAFFREP\2000 \A R RA DISP. W PD Attachment One Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 III. THE ROLE OF THE CITY IN THE DEVELOPMENT PROCESS The division of responsibilities between the public and private sectors should be based on a careful assessment of the skills and financial tools each entity can provide to the reuse process. Generally, the public sector is good at providing land, entitlements, public services, and public financing. Additionally, it can manage developer selection and disposition processes. These functions can be categorized as "executive" level functions, corresponding to a City role as "Executive Developer" versus master developer. If the agreement is well - structured, the City retains ultimate oversight and control over the quality and character of development, while protecting the local jurisdiction from undue risk exposure and responsibility for development tasks it is ill- equipped to carry out. Conversely, the private sector tends to be skilled at taking on risk in an uncertain environment, marshalling financial resources from the investment community, phasing demolition and infrastructure installation, and selling and /or building structures in a manner that is responsive to the real estate market. Thus, these development functions are often best carried out by private sector developers serving as "master developers" for the project. Based on research conducted nationally by EPS, and recent experience of both BVP and EPS in a variety of complex base reuse projects, it is clear that, in general, local governments are more successful in the role of executive developer, outsourcing master developer functions to a private developer. Our assessment of the capabilities and interests of the City of Alameda is consistent with this finding. The principle reasons for this conclusion are described briefly below: • Complex projects require seasoned experience in the day -to -day management of development. Implementation of a reuse plan requires skills in contract management, construction management, infrastructure planning, financing, asset management, and marketing. Although expertise may be brought in -house by the recruitment of an individual with strong development experience, this recruitment may involve substantial effort and expense. Moreover, such an individual may find it difficult to execute developer responsibilities in the context of a municipal government structure. • A complex political-environment may argue for disposition to the private sector to insulate transaction and development decisions from the political process to some degree. Effective public involvement will, however, be important. The local community will be more willing to accept the role of a private sector master developer if it has a clear understanding of the pros and cons of private- sector involvement, as well as the mechanisms available for ensuring accountability. 6 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 • Substantial financial resources are required to carry out successful redevelopment of a military base. Established private developers have access to the capital markets, including substantial existing lines of credit. Even with the engagement of a private sector master developer, the City plays a critical role in the success of the project by providing: (1) regulatory support, including zoning and general plan land use designations; (2) land and building assets; (3) low -cost financing; and (4) the ability to hold the land to enhance project feasibility. This last point relates to the ability of the City to be a "patient developer," because unlike private developers, it has the ability to hold the land for long periods without incurring high holding costs. This ability to hold the land allows the City to pursue public policy and community development goals to a greater degree than a private developer can under typical private development conditions. 7 p2sumrpt.doc Attachment Two August 14, 2000 TO Disposition Strategy Recommendation Ad Hoc Committee, APAC members, Doug Yount FROM: Diane Lichtenstein for the Committee 523 -1235 SUBJECT: APAC Recommendations to ARRA for Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 The Alameda Point Advisory Committee agrees with the Consultant's recommendation for the Disposition Strategy, that a Master Developer for Alameda Point is essential. However, we wish to emphasize the following points as fundamental to the definition of the role and functioning of the Master Developer: 1. The role of the Master Developer should be as the Planner /Coordinator of the Project in order to assure planning and development expertise, cost effectiveness and project funding. This will most likely result In more than one developer. 2. The fundamental concepts of the Community Reuse Plan should be adhered to. If market driven forces suggest a need for major modification(s) to the Community Reuse Plan, the changes should be subject to public scrutiny and review, and to City approval. 3. The public should be kept informed and aware through all stages of the process. Public input must be a priority at policy, planning and design levels to ensure that the development reflects the vision of the community. 4. In the implementation of the Project, the short-term goals and strategies must be consistent with the vision as expressed in the Community Reuse Plan. 5. All efforts should be made to reach out to and employ local developers, professionals, business and labor In all phases of the Project. 6. The City of Alameda must retain and exercise active oversight through all phases of the Project. City of Alameda Memorandum August 10, 2000 To: Alameda Reuse and Redevelopment Authority From: Frank Matarrese, Chair Economic Development Commission Re: Alameda Point Disposition Strategy Evaluation At its July 20, 2000 meeting, the Economic Development Commission (EDC) accepted the report on the Alameda Point Disposition Strategy Evaluation. The EDC is advisory to the City Council and the Community Improvement Commission (CIC) on matters of economic development and redevelopment. Recognizing the key role that the CIC will ultimately have in implementing a master developer strategy at Alameda Point, the EDC appreciates the opportunity to comment to the ARRA as the strategy is being formulated. As the ARRA moves forward on the master developer process, the EDC asks that the following be taken into consideration: • recognizing the importance of the 15 to 25 year duration of the relationship between the ARRA and a master developer; ensuring that the master developer has sufficient up-front financial resources to undertake the project and to prevent, for example, land banking; • acknowledging that the length and cost of remediation be considered in implementation of the strategy; incorporating interviews with communities that have implemented similar projects with master developers into the scope of the next phase of work on the master developer strategy; • recognizing the importance of clearly defining the roles of the master developer and the City; and • applying the lessons learned from the Catellus project. Thank you for the opportunity to comment. Sincerely, Frank Matarrese, Chair Economic Development Commission FM/JB:sf cc: Doug Yount, Development Services Director Dave Berger, Deputy City Manager Economic Development Commission GAECONDEVNEDC\CORRESPV+RRACOMM.WPD F:EDC\Correspondence\General #3 Attachment Three MEMORANDUM EPA Economic & Planning Systems Real Estate Economics Regional Economics Public Finance Land Use Policy To: Dave Berger, Doug Yount, Nanette Banks From: Duke Bascom, Jim Musbach Subject: NAS Disposition: Recommended Process and Schedule; EPS #9256 Date: August 31, 2000 Bascom Venture Partners (BVP) and Economic & Planning Systems (EPS) were retained by the City of Alameda to develop a disposition strategy for Alameda Point, the former Naval Air Station. An organizational capability study and market testing were undertaken to determine the most appropriate means of achieving the City's goals related to redevelopment of the site. As summarized in the final report, Alameda Naval Air Station Disposition Strategy Evaluation, dated May 31, 2000, BVP and EPS recommended that the City seek a Master Developer to carry out the redevelopment of the base. Since that time, BVP and EPS have made presentations to several community groups and have received their feedback on the recommendations of the study. Two meetings were held with the Alameda Point Advisory Committee (APAC), and one each with the Economic Development Commission (EDC) and the Alameda Chamber of Commerce. All of the groups were in support of the recommended strategy, and several suggestions were made regarding the process. Key suggestions include selecting a master developer with a sufficient balance sheet to sustain thorough economic downturns (EDC), and providing opportunities for local, smaller builders to participate in selective vertical redevelopment of the base (APAC). RECOMMENDED PROCESS BVP and EPS recommend a two -stage process. The first phase would be a Request for Qualifications and Vision Statement (RFQ +V), and the second phase would be the submittal of proposed Business Plans by a short list of developers selected based on a competitive review of their responses to the RFQ +V. The process would incorporate two community forums, with the first being to present qualifications and the second to address Business Plans. The key elements of the process are described briefly below. BERKELEY 2501 Ninth St., Suite 200 Berkeley, CA 94710 -2515 www.epsys.com Phone: 510- 841 -9190 Fax: 510 -841 -9208 SACRAMENTO DENVER Phone: 916 -649 -8010 Phone: 303 -575 -8112 Fax: 916 -649 -2070 Fax: 303 - 623 -1294 Dave Berger, Doug Yount, Nanette Banks NAS Alameda August 31, 2000 Page 2 REQUEST FOR QUALIFICATIONS AND VISION STATEMENT (RFQ +V) An RFQ would be drafted, outlining the information required to judge the qualifications of each developer to serve as master developer of this project. This information would include at least the following relevant project experience and track record, in -house development capabilities, management team and structure, corporate balance sheet, financing sources, and any partners that would be included on the team. Additionally, the RFQ +V would elicit, at a minimum, the developer's vision for the property consistent with the land use framework established by the reuse plan. This vision statement would describe the development concept in terms of the location of uses and tenants, character of development, amenities, and general approach to sequencing and marketing of the site. This submittal would also address the interest, ability, and strategies for the asset management of the Civic Core. REQUEST FOR BUSINESS PLAN (RBP) The RBP would replace the more typical Request for Proposals (RFP). The RBP essentially requires a developer to conceptually program the site for development and forecast the resulting cash flow with limited input by the City as expressed in Base Reuse documents on entitlement, public financing, community requirements, public policy constraints, toxic cleanup strategies, and other factors that will ultimately determine the economics of the project. The final resolution of these detailed issues is best left to the negotiations once a developer is selected and has signed an Exclusive Negotiation Agreement (ENA). The Request for Business Plan would provide a realistic framework for the developer's approach to developing the property, expected financing, city /developer roles and responsibilities, and an initial estimate of costs and revenues associated with development. The Business Plan would include a schematic land use plan, a sequencing and development program, and a cash flow showing expected public financing as well as developer equity and debt financing. Additionally, the developers' Business Plans would address the following key strategic planning issues that will have major impacts on the success of the redevelopment project: • Market Driven Refinement of the Reuse Plan. The final land use and development program that is adopted to implement the reuse plan needs to be formulated by the developer who will take the risk and make the investment to execute the program. This market driven development program will allow the identification of efficiencies stemming from coordination of environmental remediation and infrastructure development. prorschadoc Dave Berger, Doug Yount, Nanette Banks NAS Alameda August 31, 2000 Page 3 • Funding for Operations and Maintenance. Current base operations are funded primarily from lease revenues. To ensure a leasing program that creates synergy with the development program, it is desirable to have the master developer involved in some capacity in the leasing and asset management. Bringing on the master developer as soon as possible will help to minimize the opportunity cost of delayed leasing, or the risk of executing leases that will not be synergistic. • Golf Resort and Conference Center. Properties in northwest territories slated for golf resort and conference center uses are outside development control and scope of the Master Developer. • Existing and Future Bond Obligations. As with operational funding, bond financing related to the Naval Air Station depends in large part on the leasing program. Thus, the same urgency to have master developer input on the leasing program applies to the bond program as well as to operations. • Environmental Remediation. The timely involvement of a master developer will help bring closure with the environmental regulators, because the developer will help define the timing and nature of remediation relative to the development program. Similarly, the master developer can be instrumental in completing negotiations with the Department of Defense on liability agreements and remediation funding. • Financing of Front End Costs. Certain investments in the water and electrical systems are needed up front for the redevelopment to go forward. A master developer is capable of bringing private equity and debt funding resources to the project to finance these and other improvements in a timely manner, as necessary. • Affordable Housing. The provision of affordable housing is a key community concern. A master developer would facilitate the development of affordable housing in the context of the overall development program for the Naval Air Station. • Traffic Constraints. The traffic capacity of the Webster /Posey Tube represents a potential constraint to development on the Naval Air Station and other areas of Alameda. A master developer could help to resolve issues related to increasing the capacity of the tubes. The developer would contribute through participation in negotiations with City of Oakland and Caltrans, as well as development of a market driven development plan that can be weighed against other development opportunities and objectives in the north waterfront area. prorsrhrd,doc Dave Berger, Doug Yount, Nanette Banks NAS Alameda COMMUNITY FORUMS August 31, 2000 Page 4 Public input will be important during the developer selection, to garner input from key constituencies and to achieve buy -in on the developer selection. We recommend that this input be achieved through two community forums sponsored by the EDC. These meetings would be open to the public. The first would be held after selection of a short list of preferred developers based on a review of the response to the RFQ +V. At this meeting, developers would present their qualifications and vision for the site and receive comments from community members. A second forum would be held after submittal of the Business Plans. The developers would present their Business Plans and receive input from the public. PROTECT TECHNICAL LIBRARY After approval of the process by the ARRA, an RFQ +V package for developers must be developed, as well as a project technical information library. The library would contain all the information relevant to the project that has been produced over the last five years, including plans, engineering reports, environmental documents, market and economic studies, and other pertinent information. The library would be accessible to the developers doing due diligence, as well as to members of the public who want to research the project. TOURS Informed individuals must be present upon request to lead tours which provide full technical information on all dimensions of formulation and development. Those tours must be proactive, informative, and timely. INFORMATION EXCHANGE Once the RFQ +V's have been issued, and continuing on to the submittal of the Business Plans by short- listed developers, it will be necessary to establish and actively operate an information exchange. This would include fielding and answering questions from developers, or directing them to the appropriate resources in the project library, as well as conducting tours of the property. prorsrhnt.doo Dave Berger, Doug Yount, Nanette Banks NAS Alameda RECOMMENDED PROCESS AND SCHEDULE The recommended process and schedule is outlined below. ARRA Board Mail Out RFQ +V RFQ +V Responses Due Short List Developers Community Forum #1 Business Plan Submittal Due Community Forum #2 Recommendation to ARRA Board September 6, 2000 November 3, 2000 December 8, 2000 December 20, 2001 January 10, 2001 February 7, 2001 February 21, 2001 March 7, 2001 August 31, 2000 Page 5 prarsrhnt do FINAL REPORT ALAMEDA NAVAL AIR STATION DISPOSITION STRA'T`EGY EVALUATION Prepared by: Bascom Venture Partners and Economic & Planning Systems, Inc. May 31, 2000 EPS #9256 TABLE OF CONTENTS Page I. INTRODUCTION AND OVERVIEW 1 II. CITY OBJECTIVES IN THE REDEVELOPMENT OF NAVAL AIR STATION ALAMEDA 4 III. THE ROLE OF THE CITY IN THE DEVELOPMENT PROCESS 6 IV. DEVELOPER PERSPECTIVES ON NAVAL AIR STATION ALAMEDA REDEVELOPMENT ISSUES 8 Figure 1: Function /Responsibility Chart 9 V. RECOMMENDED DISPOSITION STRATEGY 11 APPENDIX A: Companies Interviewed for Alameda Point Master Developer Market Evaluation APPENDIX B: Developer and Brownfield Interview Summaries Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 INTRODUCTION AND OVERVIEW The complex development processes and risks associated with the successful redevelopment of former bases are typically beyond the purposes and capabilities of local government agencies. Consequently, most local governments seek to engage private sector developers, in some capacity, to carry out the redevelopment of the military base properties in their communities. The recent move by the Dept Latent of Defense (DoD) to no -cost EDC conveyances adds additional impetus to the use of a master developer, in that the Navy is now encouraging early transfer and private cleanup of closed bases. There are, however, any number of strategies that may be employed to bring private sector investment and development expertise into the process. As the conveyance of the Naval Air Station Alameda property to the City of Alameda approaches, the City needs to decide on the most effective approach to engaging the development community to accomplish the City's objectives in the redevelopment of the base. Bascom Venture Partners (BVP) and Economic & Planning Systems (EPS) were engaged by the City of Alameda to evaluate the City's goals and capabilities, to assess the perception of Naval Air Station Alameda reuse issues by the development community, and to recommend a disposition strategy that would best accomplish the City's objectives. This paper summarizes the findings and recommendations of the evaluation. The essence of the BVP /EPS recommendation is that the City of Alameda should engage a master developer as expeditiously as possible. There are a number of factors that lead to this recommendation, including the following complex issues, the resolution of which will have a material impact on the success of the Naval Air Station redevelopment program. • Market Driven Refinement of the Reuse Plan. The final land use and development program that is adopted to implement the reuse plan needs to be formulated by the developer who will take the risk and make the investment to execute the program. This market driven development program will allow the identification of efficiencies stemming from coordination of environmental remediation and infrastructure development. Funding for Operations and Maintenance. Operations funding is supported primarily from lease revenues. To ensure a leasing program that creates synergy with the development program, it is desirable to have the master developer involved in the leasing and asset management. Bringing on the master developer as soon as possible will help to minimize the opportunity cost of delayed leasing, or the risk of executing leases that will not be synergistic. 1 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 • Existing and Future Bond Obligations. As with operational funding, bond financing related to the Naval Air Station depends in large part on the leasing program. Thus, the same urgency to have master developer input on the leasing program applies to the bond program as to operations. • Resolution of EIR Litigation. To the extent that resolution of outstanding litigation involves solutions related to the development program at the Naval Air Station —e.g., in the provision of additional affordable housing —it would be advantageous to have the master developer be a party to the crafting of the solution in order to ensure that it is compatible with other base reuse economic imperatives. • Environmental Remediation. The timely involvement of a master developer will help bring closure with the environmental regulators, because the developer will help define the timing and nature of remediation relative to the development program. Similarly, the master developer can be instrumental in completing negotiations with DoD on liability agreements and remediation funding. • Financing of Front End Costs. Certain investments in the water and electrical systems are needed up front for the redevelopment to go forward. A master developer is capable of bringing private equity and debt funding resources to the project to finance these and other improvements in a timely manner, as necessary. • Affordable Housing. The provision of affordable housing is a key community concern and may be important in the resolution of outstanding legal issues. A master developer would facilitate the development of affordable housing in the context of the overall development program for the Naval Air Station. • Traffic Constraints. The traffic capacity of the Webster /Posey Tube represents a constraint to development on the Naval Air Station and other areas of Alameda. A master developer could help to resolve issues related to increasing the capacity of the tubes, and the allocation of traffic capacity among competing developments. The developer would contribute through participation in negotiations with City of Oakland and Caltrans, as well as development of a market driven development plan that can be weighed against other development opportunities and objectives in the north waterfront area. The need to resolve these issues in the context of a development plan backed by private sector investment and development expertise provides a strong argument for the selection of a master developer in an expeditious manner. Before a selection process can begin, the City must decide whether to pursue engagement of a master developer and, if so, under what terms. Then, a selection process needs to be designed that is streamlined, inclusive, and protects the City's interests. 2 p2sumrpt.doc Alameda Naval Air Station Disposition Strategy Final Report Evaluation May 31, 2000 The remainder of this memo presents background and research further underpinning the recommended disposition strategy. The next section describes city objectives in the base redevelopment process, and the following section discusses the city's role in the development process. Next, developer perspectives on issues related to the reuse of the Naval Air Station, gleaned from a series of interviews, are summarized. Finally, the findings and recommendations of the disposition strategy evaluation are summarized. 3 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 II. CITY OBJECTIVES IN THE REDEVELOPMENT OF NAVAL AIR STATION ALAMEDA As with most other base reuse projects, short -term financial returns in themselves are not the overriding objective of the City of Alameda. If the reuse of the Naval Air Station constitutes an attractive and dynamic addition to the City of Alameda, creates jobs, diversifies the employment base, and bolsters the tax base without requiring substantial infusions of public investment, it would be considered a success. To the extent that Alameda can accomplish these things and also generate net cash flow for the larger community, that would be an even greater success. Thus, the goals of the City of Alameda may be expressed as follows. 1. Convert obsolete facilities to a viable reuse project. Naval Air Station Alameda has obsolete buildings and infrastructure that need to be rehabilitated or demolished and replaced. These preconditions make the execution of the reuse plan a complex and financially challenging process. Regulatory and access constraints add to the complexity of the project. Creation of a viable reuse project entails numerous activities, including demolition, site preparation, development of a regulatory framework, negotiation of land and building transactions, securing financing, providing public services, and maintaining land and capital. 2. Stimulate the local economy. Military base buildings and land can provide substantial opportunities for local economic development. At Naval Air Station Alameda, the hangars and industrial buildings that will remain on the base are suitable for serving a diverse array of tenants, and land areas available for redevelopment are capable of accommodating a vibrant mix of uses, taking advantage of the unique waterfront setting of the base. The net effect can be a strengthening of the local economy through new and diverse jobs, expansion of the housing stock, and associated economic effects. 3 Improve community urban form. The Naval Air Station has always been perceived in Alameda as an "other" place, not integrated with the City. Similarly, west Alameda, including Webster Street, has long been associated with the base and Navy personnel. The redevelopment of the base provides the opportunity to create an exciting new neighborhood, fully integrated with the rest of the City, and to revitalize Webster Street and other portions of West Alameda. 4. Improve the local tax base. The leasing of buildings, opportunities for new development, and spin -off effects in the local economy give the City of Alameda an opportunity to improve the local tax base to the benefit of the entire community. 4 plsumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 5. Create revenue sources to provide long -term benefits to local jurisdictions. If the reuse and redevelopment plan is well- conceived, supported by requisite market conditions, properly executed, and well- negotiated so as to reward both public and private entities, it is likely that the City of Alameda can derive a net financial gain from the redevelopment of Naval Air Station over the long term. 5 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 III. THE ROLE OF THE CITY IN THE DEVELOPMENT PROCESS The division of responsibilities between the public and private sectors should be based on a careful assessment of the skills and financial tools each entity can provide to the reuse process. Generally, the public sector is good at providing land, entitlements, public services, and public financing. Additionally, it can manage developer selection and disposition processes. These functions can be categorized as "executive" level functions, corresponding to a City role as "Executive Developer" versus master developer. If the agreement is well - structured, the City retains ultimate oversight and control over the quality and character of development, while protecting the local jurisdiction from undue risk exposure and responsibility for development tasks it is ill - equipped to carry out. Conversely, the private sector tends to be skilled at taking on risk in an uncertain environment, marshalling financial resources from the investment community, phasing demolition and infrastructure installation, and selling and /or building structures in a manner that is responsive to the real estate market. Thus, these development functions are often best carried out by private sector developers serving as "master developers" for the project. Based on research conducted nationally by EPS, and recent experience of both BVP and EPS in a variety of complex base reuse projects, it is clear that, in general, local governments are more successful in the role of executive developer, outsourcing master developer functions to a private developer. Our assessment of the capabilities and interests of the City of Alameda is consistent with this finding. The principle reasons for this conclusion are described briefly below: • Complex projects require seasoned experience in the day -to -day management of development. Implementation of a reuse plan requires skills in contract management, construction management, infrastructure planning, financing, asset management, and marketing. Although expertise may be brought in -house by the recruitment of an individual with strong development experience, this recruitment may involve substantial effort and expense. Moreover, such an individual may find it difficult to execute developer responsibilities in the context of a municipal government structure. • A complex political environment may argue for disposition to the private sector to insulate transaction and development decisions from the political process to some degree. Effective public involvement will, however, be important. The local community will be more willing to accept the role of a private sector master developer if it has a clear understanding of the pros and cons of private- sector involvement, as well as the mechanisms available for ensuring accountability. 6 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 • Substantial financial resources are required to carry out successful redevelopment of a military base. Established private developers have access to the capital markets, including substantial existing lines of credit. Even with the engagement of a private sector master developer, the City plays a critical role in the success of the project by providing: (1) regulatory support, including zoning and general plan land use designations; (2) land and building assets; (3) low -cost financing; and (4) the ability to hold the land to enhance project feasibility. This last point relates to the ability of the City to be a "patient developer," because unlike private developers, it has the ability to hold the land for long periods without incurring high holding costs. This ability to hold the land allows the City to pursue public policy and community development goals to a greater degree than a private developer can under typical private development conditions. 7 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 IV. DEVELOPER PERSPECTIVES ON NAVAL AIR STATION ALAMEDA REDEVELOPMENT ISSUES As part of the evaluation process, BVP and EPS were asked to "go to the market" to ascertain the perspective of the development community on key issues associated with the redevelopment of Naval Air Station Alameda. Top quality, national scale developers with experience in base reuse were interviewed, as were the leading firms in the "brownfield" development sector. More detailed information on the firms interviewed and the process used is presented in Appendix A. The five issues presented to the marketplace for assessment were: 1 Should the City of Alameda assume any functions and responsibilities of a developer to satisfy the needs of the Naval Air Station? 2. Which is more advisable for disposition and redevelopment: a master developer or disposition of smaller parcels to a series of developers? 3. How does the emerging brownfield sector fit into the Naval Air Station disposition and redevelopment agenda? 4. Are the asset management and property management services (other than those traditionally provided by cities) a desirable role for the master developer, and if so, when should that role be assumed? 5. How desirable is the Naval Air Station as a development investment opportunity? The responses of the development community on these issues are summarized briefly below. Summaries of the interviews with each of the developers are presented in Appendix B. 1. Should the City try to assume any functions and responsibilities of a developer in satisfying the Naval Air Station requirements? All companies considered it inadvisable for the City to take on developer functions and responsibilities. Cities should do what cities do best: provide a regulatory and policy framework and municipal services. Developers should provide development capabilities and resources. Thus, the role of the City of Alameda should focus on its land use policy and regulatory functions, providing public services, and coordinating public financing for infrastructure and demolition. An additional role that stems inevitably from its status as property owner is for the City to manage the negotiation and administration of the Development and Disposition Agreement. This document specifies the obligations, responsibilities, and business terms of the arrangement with the master developer. The respective functions and responsibilities of the City and master developer are shown in Figure 1. 8 p2sumrpt.doc Figure 1 Function /Responsibility Chart Alameda Point Disposition Stratgey Study Item Master Developer City Comments Secure Land Use Entitlements X Provide Land Use Entitlements X Negotiate Clean -Up & Liability Costfrerms X X City involvement required w/ FOSET Plan Development Program X Developer builds on Reuse/Bus. Plans Arrange Infrastructure Financing X X City should facilitate tax- exempt financing where available Conduct Property Remediation X Demolish Buildings /Non - Essential Infrastructure X Market to Prospective Parcel Developers X Construct Backbone Infrastructure X Negotiate Land Sales/Lease Transactions X Adaptive Bldg Reuse Marketing, Leasing, and Maintenance X X Either Developer or City managed Grounds Maintenance X Public Safety X 9 Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 2. Which is more advisable for disposition and redevelopment: a master developer or disposition of smaller parcels to a series of developers? All groups considered the City and the Naval Air Station to be better served by a master developer. This approach offers significant efficiencies and advantages in a number of areas: for example, it facilitates the basewide coordination of environmental remediation and infrastructure development; allows for an integrated approach to marketing and development of the base; provides a single entity that can more effectively negotiate closure on environmental, regulatory, and conveyance issues; eliminates competition among multiple developers for City resources and staff time; and reduces the administrative burden of negotiating and administering multiple disposition agreements. 3. How does the emerging brownfield sector fit into the Naval Air Station disposition and redevelopment agenda? This is not a sector that would replace the role of a traditional land developer in executing the full range of development responsibilities for the Naval Air Station and the City of Alameda. Brownfield specialists would most probably be brought in as team members of a master developer group in the role of contractor, and therefore would be managed by the master developer. Any brownfield restoration developer can pursue the full master developer role through the solicitation and be judged on its merits accordingly. 4. Is the asset management a desirable role for the master developer, and if so, when should that role be assumed? Each group considered that the asset management should be subordinate to and supportive of the broader development strategy for the base. Almost all groups thought the developer would add significant value to the marketing dimension of the asset management and should therefore significantly influence if not control the marketing, at a minimum. The two most experienced groups with these types of large -scale redevelopment environments were adamant about the need to be responsible for all asset management services except those traditionally provided by the City. The final assessment of this issue should come through the master developer solicitation process. Candidate developers should be asked to define their positions and approaches to this issue as part of their solicitation response. The selected master developer should serve as an advisor or agent for the City starting at the time of selection for the ENA to provide the necessary coordination in a timely fashion. The DDA will ultimately define the obligations, services, ownership, and compensation structure. 10 p2surnrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 5. How desirable is the Naval Air Station as a development investment opportunity? Everyone was very interested in the Naval Air Station opportunity and all recognized both the regulatory and technical constraints as well as the long -term, multi-cycle nature of the project. Master developer selection should begin as soon as is practically possible, given City concerns for public information and buy in. As a result of our research, assessment, and validation, listed below are the benefits defined by these companies for a master developer strategy. • The inter - relationship of delivery sequencing, value creation, and resource deployment requires a full integration of all project dimensions. • Area -wide challenges and liabilities do not recognize parcel boundaries. • Economies of scale. • Focused political strength for regulator negotiations. • Base -wide solutions to base -wide challenges. • Single overhead as opposed to multiple development overheads. • Single contract management with the City of Alameda. • A single coordinated voice speaking with the community. • Efficiency and effectiveness in project execution. In the selection of a master developer and the establishment of mutual goals, the City of Alameda should look to that master developer for ways to reduce cost, maximize value and benefits, achieve certainty, and "box" the environmental risk. A master developer will have to bring certain essential capabilities, strengths, and resources to bear on the Naval Air Station and its relationship with the City of Alameda: • Multi- disciplinary management. • Financial strength to survive the downturns associated with multiple cycles. • Multi jurisdictional negotiating experience and regulatory closure. • Regulatory and political relationships throughout all levels of government. • Service provider relationships for the full range of necessary disciplines. • Apolitical decision - making willingness and ability. • Access to equity and debt financing as well as strong reputation and relationships in the capital markets. 11 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 V. RECOMMENDED DISPOSITION STRA'T'EGY The assessment of City objectives and capabilities and the insights gleaned from the developer /brownfield interviews provide a basis for the following recommendations: 1. The City of Alameda should define its role as providing City policies and services as well as overseeing the Naval Air Station disposition, coordinating public financing for infrastructure, and managing the Development and Disposition contract. 2. The City of Alameda should engage a master developer for the entirety of the Naval Air Station and avoid inefficiencies as well as conflicts inherent to parcelization. The golf course would not be part of the portfolio offered in the solicitation. 3. The brownfield sector can pursue the Naval Air Station opportunity by joining the master developer team. There is no benefit to pursuing this sector as an alternative to a traditional master developer. 4. The asset management should be offered as part of the solicitation, with the City prepared to have a selected master developer act as its advisor or agent for these services during the Exclusive Right to Negotiate period. The Development and Disposition Agreement would ultimately define the obligations, services, and ownership going forward permanently. 5. The City should begin its solicitation for a master developer as expeditiously as possible in recognition of the maturity of the economic and development cycle, and the need to capitalize on potential efficiencies as early as possible. 12 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 APPENDIX A: COMPANIES INTERVIEWED FOR ALAMEDA POINT MASTER DEVELOPER MARKET EVALUATION The companies involved in our market research are listed: • Traditional Developers 1. Forest City 2. Lennar Communities 3. Legacy 4. Catellus 5. AMB • Brownfield Sector 1. Remediation Financial Investois "RFI" 2. Land Bank 3. Environmental Property Fund 4. Cherokee Investments 5. CH2M Hill 6. Levine Fricke Companies in both the areas of traditional developers and the brownfield sector have the knowledge, skills, experience, and resources necessary to understand, plan, and successfully execute the Naval Air Station requirements. Initial contacting was made to the CEO or President of each entity to ensure participation from the most senior corporate representative. Sixteen companies were contacted in all with five companies declining to participate. All companies were assured this effort was a market research endeavor and not a selection or pre - selection effort. Each group was given a package to define the challenges, needs, constraints, and opportunities of the Naval Air Station. Close to an hour was spent on the telephone further clarifying the Naval Air Station information and the goals of our market research prior to formal discussions. Standard questions were also submitted to reflect the interest and concerns of the city. Interviews lasted approximately two hours. Dave Berger, Deputy City Manager, and Nannette Banks, Alameda Point Business Manager, participated in some interviews to achieve a first -hand random sampling of the process. Most of the groups would be, in fact, the primary candidates for an actual solicitation. Each company has the depth and breath of knowledge, skills, experiences, and resources to effectively satisfy the Naval Air Station requirements. Few groups otherwise exist in the United States which are adept and experienced at large -scale urban land redevelopment constrained by multi jurisdictional regulators, environmental contamination, and a very difficult seller in the form of the United States Department of Defense. 13 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 APPENDIX B: DEVELOPER AND BROWNFIELD INTERVIEW SUMMARIES NAS DEVELOPER INTERVIEW SUMMARIES LEVINE FRICKE Attendees: Charles R. Henry, President, LFR Group Donald T. Bradshaw R.G., Operations Manager Frank Lorincz, Vice President Levine Fricke (LFR) was formed 15 years ago by Jim Fricke. It was subsequently acquired by Francois Corrette, a French citizen. LFR now has offices in 18 cities and is seeking to grow through strategic acquisitions and hires. The firm provides environmental remediation services related to brownfields, base reuse, and similar projects. LFR is currently partnered with Lennar Communities on Hunters Point Naval Shipyard, in San Francisco. They have carried out an independent site characterization and are negotiating with the Navy and regulators on environmental closure, cleanup funding, and conveyance issues. The firms are seeking to create an entity to take title to the land prior to remediation. This entity would then perform the cleanup, transferring "clean title" to Lennar, thereby protecting Lennar and City of San Francisco from toxics liability. The City of San Francisco may have to be involved in this organization, resulting in a quasi - public entity, in order to receive funding from the Navy. In the case of NAS Alameda, LFR would not seek the role of master developer, but would partner with a traditional developer. Most likely, they would look to partner with Lennar Communities, as they are in Hunters Point Naval Shipyard, in San Francisco. Key Points Related to Alameda Point Navy Negotiations. The Navy will drive a hard bargain on environmental settlement, and they are in a position to create delays. If the Navy does the cleanup, contracting and management will take a long time. It would be better if the City (or its master developer) does the contract management. 14 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 Regulatory Closure. It is best to bring the regulators in early on to get their buy -in on remediation strategies. Each staff person is different; the success of negotiations may depend in part on whom you get. Also, regulatory agencies, e.g., EPA, DTSC, RWQCB, etc., are all different; experience is required to handle them well. Drivers for Navy in Conveyance Process The Navy wants to save money and reduce liability. LFR is not afraid of letting them off on liability over insurance cap. (But it depends on level of funding for cleanup.) Master Developer. A single master developer is necessary for effective development of the site. The City needs one party to deal with and one big player can be more effective in leaning on Washington. A single master developer can achieve economies of scale in the development, resulting in a 20 to 30 percent efficiency gain. There is a significant advantage in having an environmental solution that is basewide versus tract by tract. Also, the city's administrative burden will be considerably less with a single master developer. Developer Solicitation. LFR would do remediation on a contract basis for the City, but there is more problem - solving ability when they are teamed with a land developer. It is best to solicit for a land developer, rather than specifying a brownfield developer, and let the land developer decide how to assemble the necessary capabilities. Role of Developer in Negotiations with Regulators. The master developer brings the following attributes to the negotiations with the regulators: urgency, political clout, knowledge of problems and solutions, knowledge of regulators, and single party responsibility. LAND BANK Attendee: David McMurtry, Regional Senior Executive Land Bank (LB) is owned by IT Group, a large, international infrastructure and environmental solutions design /construction company. IT was started in the 1930s. In the 1970s and 1980s, IT got into environmental cleanup, hazardous waste treatment, disposal, and landfills. In the 1990s, the firm embarked on a strategic program to consolidate the waste business and to diversify beyond hazmat. They are now doing $1.4 billion in annual sales. As part of this strategic program, IT purchased Land Bank in 1997. LB was pioneering in the "brownfield" development business. Founders of LB came mostly out of insurance business. Carlyle Group was its biggest stockholder. 15 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 LB has a relationship with Catellus. They are partnered with them on the Pacific Refinery site in Hercules (50/50 LLC). LB is responsible for demolition and site cleanup. The RWQCB is the regulator, not DTSC, due to the nature of the petroleum pollution and contact with the Bay. LB also is redeveloping a former Kaiser Steel plant in Riverside, CA, a pinball plant in New Jersey, and a site in Chula Vista, CA. They generally look to buy, clean up, and sell property, usually not in partnership with a developer. In some cases, such as Chula Vista, they will put in some infrastructure prior to sale of land. Typically, they outsource the actual cleanup to IT, though they would use other remediation firms, if City preferred. LB uses United National for insurance. United National helps them craft policies for each parcel and will write "Full Occurrence" (perpetual) policies, versus "Claims Made" policies, which is a more limited coverage offered by most other insurers. AIG, for example, is the biggest insurer and will not write full occurrence policies. LB has not done any base projects. They have not wanted to get into community issues or negotiations with the Navy. They believe in a strong market, there are better opportunities for them with less "red tape." They are more interested now because there are exciting properties coming available, and, they hope, the process is becoming less protracted. Also, they see IT's work doing remediation for DoD shrinking as a result of an increase in early transfers. Key Points Related to Alameda Point Use of Brownfield Developer. Combining development with environmental remediation will save money. In some cases, brownfield developers can get a better deal with regulators than the military can. Private sector procurement efficiency will reduce costs relative to military effort. They also would work directly for the City, taking "dirty title" and performing risk management and clean -up. In that case, they would sell while clean -up was underway. Master Developer. LB would not take on master developer role. They would either seek to partner with a developer, or take on a single parcel of the base for cleanup and resale. A parcel developer approach would provide more competition for the land, and allow the different components to be developed by developers with appropriate specialties. However, if the base has shared infrastructure and cleanup issues, a master developer would be better. Financial Returns. LB looks for returns on equity in the 30 to 40 percent range. 16 p2sururpf.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 REMEDIATION FINANCIAL, INC. Attendees: Myla D. Bobrow, President Sr CEO Timothy E. Lewis, Executive Vice President Cree Partridge, Regional VP Remediation Financial, Inc., (RFI) sees itself as a full- fledged "restoration" developer. They only buy "impaired" properties. They will take all toxics liabilities from the seller, then "embrace" them in the infrastructure and land use program to create value. In some cases, their willingness to take on all liabilities related to toxics is worth more to the seller than the real estate. This is particularly true for publicly traded companies that don't want these liabilities on their balance sheets. RFI makes its money on the land development, not on the margin between cleanup costs and funding. They start by looking at the highest and best use for a project, given regulatory framework and city objectives. Then they develop a land use program that optimizes the land use versus cleanup levels and methods. This program becomes the basis for negotiations with the Navy and regulators. They currently are involved in development of a 1,000 -acre site in Santa Clarita, in southern California. Key Points for Alameda Point RFI vis -a -vis Navy Negotiation. RFI offers a comprehensive clean -up solution. Because no one else will deal with the land, they can limit liability exposure of the Navy. They also have a strong balance sheet and can provide assurance that the project will be completed. Asset Management. This represents an integral part of restoration projects in terms of management of cash flows. Long -term leases can be problematic in implementation of development with respect to ability to manage the phasing, cash flow, and the tone of the project. Control over leased assets is important in terms of consolidating liabilities for toxics. However, they could be flexible regarding whether the City or RFI managed the assets, depending on City needs. Return Requirements. RFI looks for a "somewhat higher" return on investment from restoration projects than would be expected from a clean development site. 17 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 CATELLUS CORPORATION Attendees: Nelson Rising, CEO Ralph Pickett, Associate Vice President for Asset Management Marti Buxton, VP Don Little, Senior VP Catellus Corporation is a publicly traded real estate development company. It undertakes commercial, residential, and mixed use projects throughout California and elsewhere in the United States. They do both land and vertical development and have been involved in development of many toxic sites, including Mission Bay, in San Francisco, and the former Pacific Refinery, in Hercules, CA. Catellus was created from a portfolio of assets "only a seller would put together" as an outgrowth of the holdings of the Southern Pacific Railroad. Nelson Rising put together the "core competencies" to work through the portfolio and develop an ongoing business. In developing contaminated properties, Catellus has partnered with brownfield/ remediation companies. In Hercules, for example, they partnered with Land Bank (IT) in the form of an LLC. The LLC owned the land during cleanup. LB did cleanup and Catellus did entitlement, with an option to buy the property from the LLC. Key Points for Alameda Point Master Developer. It is critical that a single master developer control all the assets strategically. A single developer can create market vision and synergy among uses, carry out more effective negotiations with regulators, realize development and environmental efficiencies, and reduce the administrative burden on the City. Use of Brownfield Developer. There are several ways to deal with remediation, and there are some advantages in working with brownfield / remediation companies. Also, there are a variety of insurance products to protect sellers. Master developer management of remediation is key to creating value. Remediation specialists should be incorporated by the master developer into the development team, based on the arrangement that makes the most sense for specific property and liability issues. Negotiating Regulatory Closure. It is better to have a well - defined land use program and development strategy, which allows remediation strategies and timing to be keyed to actual development needs. 18 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 Asset Management. Master developer control of leased assets is key to allowing a coordinated development program. This should begin at the time of signing the ENA. This will allow a master developer to use existing buildings as incubators for future tenants of new space, to buy out leases on a timely basis, and to coordinate leasing with the overall development program. Marina. You won't know how expensive it will be until you get into it. If it turns out a marina can't be done, it will still be possible to create a waterfront amenity. Marinas are not big money makers; the visual amenity is the main advantage to the overall real estate project. The solution on the Marina will be tied up with the Runoff Management Plan (ROMP), which will be part of the overall environmental regulatory closure. City Role. The City is a better regulator than developer. However, it is overloaded and needs to develop additional capacity to perform its project administration functions. Developer Role in Navy Negotiations. The only effective way to move the Navy is through those who appropriate their funds —i.e., Congress. Catellus is capable of carrying out a sophisticated lobbying of Congress. They prefer to do it themselves, rather than through lobbyists, because they are close to the issues and have the know how. Timing of Disposition. The City should start disposition now. Market conditions are extraordinary. FISC development will activate a new segment of the market-1.3 million square feet may not take long. Alameda Point Development Strategy. Development could start at the gate on Atlantic. The entire infrastructure outside the gate up to the property is "normal." Could create dramatic entrance, open up window to seaplane lagoon. A ferry terminal in the sea plane lagoon would be a major asset for commercial development. Could start with rehab of existing buildings for long -term tenants right away. The "campus" area west of mall is good for dot.com companies, and it could be done in the current real estate cycle. Infrastructure problems will make new development somewhat slower. A key issue is whether programmatic EIR will allow "neg dec" on reuse of existing buildings. The residential could also start in this cycle, though it will be easy to "monetize" the residential property irrespective of the real estate cycle, as long as capital investment is managed properly. 19 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 LENNAR COMMUNITIES Attendee (via telephone): Greg McWilliams, President, Lennar Communities Northern California Lennar Communities is a publicly traded development company. Their origins are in the home building industry, but over the last several years they have entered into the segment of large - scale, mixed use projects, including base reuse. Typically, these ventures are undertaken in partnership with other companies, including LNR, a sister company with a focus on commercial development, remediation /restoration development companies, and local developers. Lennar is serving as master developer for both Hunters Point Naval Shipyard, in San Francisco, and Mare Island Naval Shipyard, in Vallejo. Key Points for Alameda Point Master Developer. Infrastructure development on former bases is difficult. Using a master developer makes it easier to accomplish. It also reduces conflicts among competing developers for resources of the City and provides a strong balance sheet to sustain development through down cycles and unexpected problems. If the City were not using a master developer approach, Lennar would be concerned about the credit worthiness of neighbors; they don't want to build next to someone who may fold in a downturn. Asset Management. It is best to have the master developer manage the assets, because it allows them to put together a quality marketing program and manage the whole picture. It is necessary to have someone with experience and expertise in control in order to create synergy. Everybody wins when it is done well. Master developer control over leased assets facilitates certainty to tenants, market positioning, reduced competition for resources and priority actions, and synergy between leased assets and development. Leases with Option to Buy. Any time tenants are in a position to control development process, you have problems. The contention that "option to buy" is necessary for financing improvements is not true in his experience. Toxics. Early transfer is a preferable approach in order to control the process. Lennar would set up a company in partnership with a restoration developer to accept liability, and would carry out remediation in concert with infrastructure development. Restoration Developers/Environmental Remediation Firms. Remediation specialists are critical to the clean -up and risk management aspects of the project. Lennar wants to work with companies that will stake their success on the outcome. They do not believe 20 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 that companies can be both remediation specialists and developers; they look for the very best in remediation and want them to do only that. LEGACY Attendee (via telephone): Barry De Ramando, Senior Executive Vice President Legacy, formerly Lincoln Properties, is a national real estate developer, with capabilities in commercial, industrial, residential, and mixed use development. Legacy is doing a part of Mare Island, a light industrial park on a portion of the base that was the first disposition by the City, preceding the selection of Lennar as master developer. Key Points for Alameda Point Master Developer. Disposition through master developer is the most efficient way for the City to manage development. Parcel -by- parcel disposition presents the potential for a lot of conflict. The master developer will quickly move to parcel disposition strategy, selling off pieces to developers who specialize in different product types. Brownfield Developers. Somewhat "oversold" concept. Most developers who have been in the game now know how to deal with toxics. They just need the capital to fund it, and the right team of consultants and engineers to provide the environmental services. Capital funding for toxics remediation is now much easier than it was. Asset Management. If the City is doing the master developer approach, it may be most efficient to have them do the asset management as well. However, he doesn't believe the asset management issue is that big of a downside for the developer, although it may be for the City. Cities generally are not good marketers. City Role. If the City doesn't do master developer disposition, it will need staff devoted full time to the development. That would be expensive. Legacy Approach to Alameda Point Development. They would want to do multi- family housing. Might do warehouse, office, and R &D. Legacy is not a "for sale" developer. They want to build product they can hold. Tube Capacity. He is concerned that the tube will not handle sufficient traffic to achieve development potential, and that Oakland has a major impact on the solution. When market gets soft, it will be more difficult to pull people through the tube. 21 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 FOREST CITY Attendee: Victor Grgas, Director of Planning and Governmental Relations Forest City is a national development company, traded on the New York stock exchange. The company has a strong track record in retail development. They have increasingly been pursuing major mixed use redevelopment and reuse opportunities throughout the country. They were selected as the master developer for the 4,700 -acre Stapleton Airport in Denver, CO, and were the runner up in the competition for master developer of Hunters Point. Key Points for Alameda Point Forest City as Master Developer. Forest City is seeking large tracts of land; therefore, they need to look at closed bases. But they are not sure these properties meet their needs. They do not want to assume any risk for toxics, and they do not believe they can live with any covenants on the land in light of impacts on financing. Forest City would not take title to "dirty" land, because the company is 60 percent owned by a single family. Navy Deal on Toxics. They would want a fixed -cost solution and indemnification by Navy on any other problems, along with assurance that they would be cleaned up fully within a short time frame. Also, they would want an agreement that if any unknown toxics problems are found, Forest City could clean it up fast and the Navy would pay for it. They would buy cost cap insurance and expect that the Navy would retain CERCLA liabilities for additional unknown problems. The City and the developer would need to act as partners in the negotiation of the environmental clean -up terms. To date, Forest City has not had the experience of negotiating environmental closure with regulators. Asset Management. Taking management of leased assets is not in itself desirable, because of the high maintenance and upgrade costs. If the City, or another entity, managed the leased assets well, with respect to upkeep and quality of tenants, that would be acceptable to Forest City. If Forest City did not have control and the leased assets were not well managed, that would be a problem, because they tend to build and hold property, and quality is a key concern. Another downside of taking on management of the leased assets from their perspective is that it may expose them to additional liability. Brownfield Developers. They have looked at partnering with a restoration developer before (RFI), but they felt that the deal was uneconomic, because RFI wanted 50 percent of the deal and a land price that could not be supported by the development economics. 22 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 Required Returns. Forest City looks for 12 percent cash yield on costs (this corresponds roughly to an IRR of 20 percent). If they were to come into a base reuse project prior to resolution of toxics, conveyance, etc., they would have to be convinced based on their own due diligence that the risk /reward equation looks very favorable. ENVIRONMENTAL PROPERTY FUND Attendee (via telephone): Peter Hornick, Founding Managing Director Environmental Property Fund (EPF), based in New York, is in the business of providing capital and managing risk to allow development of contaminated properties. EPF is owned by two wealthy families in partnership with Zurich, one of the major insurers in the toxics area. They describe their business as "middleware," which allows a developer to undertake development of arty piece of property, irrespective of toxics issues. In a property such as Alameda Point, their approach would be to provide the insurance to insulate the City and any future developers from toxics liability, to work with the City to hire a master developer on a fee basis, to develop a master plan for the project, to negotiate with regulators to secure environmental closure (working the master plan around the toxics, not vice versa), and then to sell off parcels to individual developers. Key Points for Alameda Point Master Developer. EPF sees the master developer's role as primarily to develop a master plan for the site, working on a fee basis. They would not act as master developer, but would help the city select one, then would work with the master developer in formulating the land use program and environmental remediation strategy. Environmental Remediation/Regulatory Closure. EPF would be actively engaged in negotiations with the regulators. They see this as an area where they can add substantial value. They would want to mold the land use plan around the toxics constraints in order to achieve the least cost environmental strategy consistent with a marketable land use program. Asset Management. EPF does not believe that they would need to be responsible for asset management. It would be fine with them to have the City do it. If the City did not want to do it, they would help them come up with a strategy to deal with the asset management. Compensation and Required Returns. EPF would want to receive a share of the land sale proceeds when properties are sold to developers after environmental closure. They would expect returns of 30 percent and higher, depending on the specific site issues and risks. 23 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 CHEROKEE INVESTMENTS Cherokee Investments was one of the earliest players in the Brownfield investment development business sector. The company is eight years old, has 48 professionals and over 300 assets under ownership. In each instance, Cherokee assembles a team of staff and consultant members to execute on a development opportunity. Pertinent examples of their Brownfield redevelopment work are: 1. Risk management redevelopment 2. McClellan Air Force Base risk management /investor The company would be interested in assuming the role of master developer and considers the master developer approach to be the most advisable approach to the city. They would propose to streamline the process and create momentum under their development coalition master developer approach. They consider the continuity achieved under master developer to be superior to the management inefficiency associated with parcelization or segmentation of the Naval Air Station. Regarding the asset management, Cherokee indicated that they would be interested in assuming that role from the "get go." Cherokee believes that assuming the asset management is important to address the needs of the Naval Air Station even while the proposed master developer is negotiating their development agreement. Cherokee also indicated that they recognize the long -term multi cycle nature of the Naval Air Station and therefore would seek flexibility of terms and conditions and ultimately pricing to reflect this multi cycle nature of the project and its risks. CH2MHILL April 10, 2000 Jill T. Shapiro Sideman, Ph.D., Board of Directors, Vice President James Kovalcik, Vice President, Navy Programs Michael Petauhoff, Project Manager Introduction CH2Mhill brings a somewhat different perspective than the other developers interviewed regarding master development /disposition issues. The firm brings a long history of technical experience associated with brownfields development, including geotechnical and remediation consulting and implementation. This is paired with an emerging practice of partnering with cities, master developers, and parcel developers to separate environmental liability from land title in order to reduce the level of contaminant- related risk and uncertainty in the development process. 24 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 OVERVIEW: MASTER DEVELOPERS VS. PARCEL DEVELOPERS A single entity can most effectively provide area -wide coordination. This is particularly true in contaminated base reuse projects, as contaminants such as marsh crust and ambient groundwater contamination do not respect parcel boundaries. A single master developer on the entire property can most effectively integrate infrastructure design /phasing and clean -up strategies to create "bulldozer savings." A single master developer may also simplify the process for plowing net proceeds back into the land consistent with the requirements of the no -cost EDC legislation. One difficult aspect is that many master developers have a "greenfield" orientation. Those which are involved in base reuse are often scrambling to deal with environmental issues. In these cases, it may be helpful for the master developer to have experience (or partner with an experienced firm) conducting restoration program management, whereby it would conduct clean -up, infrastructure, and site development. This approach is particularly relevant in the context of a FOSET, where both title and liability are passed from the Navy, to the City, and ultimately to the Master Developer. If a parcel developer approach is undertaken, the situation becomes increasingly complex. If parcel developers control their respective clean -up and development under a FOSET, it will become difficult to determine who takes the lead on key environmental liability issues. As presented by CH2Mhi11, a restoration developer can help to coordinate the parcel developers' entitlement processes and restoration efforts in order to minimize City /parcel developer risk and to expedite property reuse. USE OF RESTORATION DEVELOPER A "restoration developer "(e.g., CH2Mhi11) can act as an intermediary between the City and developers under either a FOSET or a FOST: 1) Under a FOSET, the City accepts title and environmental liability, and passes both to subsequent developer(s); or 2) Under a FOST, the City takes title only and passes it on to subsequent developer(s). Under this scenario, an Environmental Liability Manager (ELM) could "purchase" and hold the liability so that the City may avoid EL exposure. SCENARIO 1: CITY ACCEPTS TITLE AND ENVIRONMENTAL LIABILITY UNDER FOSET Under this model, the City would receive and subsequently transfer title and environmental liability to one or more developers with restoration program management (RPM) expertise. Alternatively, the City could require an RPM to partner 25 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 with one or more developers to purchase site environmental liability and pass clean title to the developer(s). If the City elects to transfer both land and liability to developers, it can either make the transfer to a single master developer /RPM, or to multiple parties. As discussed elsewhere, pursuing a single master developer disposition has some important advantages over disposing property and liability to multiple parties, particularly where EL issues are present. Use of a single master developer /RPM to process entitlements is likely far superior to having multiple parcel developers moving along in different stages and rates of progress, as it will place fewer demands on the City and will reduce uncertainty among parcel developers. There are several potential variations on this theme. One major consideration is how an RPM would be positioned in the development process. For example, this entity could actually be the master developer, taking -on both liability and title, as well as responsibility for vertical development. Alternatively, it could be placed as an intermediary between the City and the ultimate master developer(s), effectively stripping the land of its environmental liability and passing the clean title through to the development community. There many intermediate possibilities as well, which could involve the RPM managing entitlements and infrastructure installation before passing title through to subsequent developers, or alternatively working in collaboration with one or more developers to clear property, install backbone infrastructure, and oversee vertical construction. SCENARIO 2: CITY TAKES TITLE ONLY The elements of a traditional FOST transfer are well understood. The Navy is responsible for clean -up, and title transfers only after it has been completed consistent with the Reuse Plan. The developer is responsible for the cost and liability associated only with clean -up standards that exceed those of the Reuse Plan. One variant on this approach is to use a FOSET while still holding the Navy responsible for clean -up, thereby expediting the transfer of property title. This approach may help to reduce "schedule risk." Both of these approaches may involve the services of an environmental liability management (ELM) entity prior to the point at which the City takes title. For example, in Charleston CH2Mhi11 (as the ELM /RPM) purchased the environmental liability from the Navy. The firm will own the environmental liability, even after title is transferred to the City, for a total period of 20 years. The contract with the Navy "locks - in" the negotiated clean -up cost (in this case $28.8 million), alleviating the risk that BRAC clean -up funds may be less accessible in the future. CH2Mhi11 purchased environmental insurance from Zurich. Title is scheduled to pass- through to the City of Charleston on specific dates over the next five years. 26 p2sumrpt.doc Final Report Alameda Naval Air Station Disposition Strategy Evaluation May 31, 2000 One issue with the above - referenced approach is that the contract for clean -up runs directly between the Navy and the ELM /RPM. This can be a disadvantage relative to having the RPM was under contract with the City /LRA. However, in exchange for the potential loss in control, the City benefits from avoiding any exposure to environmental liability, which is separated from title prior to title transfer to the City /LRA. One possible variant on this model, which helps to integrate clean-up and property reuse, is to structure a financial sharing arrangement between the Navy, the ELM /RPM, and the City for the "bulldozer savings" that may accrue from the tight coordination of remediation, infrastructure placement, and development siting. The above - referenced example assumed that the property, with clean title, transferred to the City under a FOST with a fixed schedule and consistent with the City's Reuse Plan. Under another approach, a FOSET could be utilized whereby the title would transfer at the completion of the ROD. This accelerated approach may, with appropriate financial sharing arrangements in place, be a way to maximize City /developer involvement in an expedited clean-up that avoids City environmental liability exposure. 27 p2sumrpt.doc VINCENT F. MACKEL Landscape Arc hitect #1277 2510 Biing Ave. #A Alameda, CA 94501 510- 523 -8444 fx '510-523-8146 Mayor Appezzato, Chairman Honorable Members of the Board Alameda Reuse And Redevelopment Authority (ARRA) 2263 Santa Clara Ave. Alameda, CA 94501 Re: ARRA Master Developer Selection Members of the Board:. nO SEP ;a`,STRI UTIO Sept. 19, 2000 I oppose the proposed selection of a master developer with the City acting as the Executive Developer until a comprehensive master plan is approved for Alameda Point that considers the West End. Within the body of the City Council and the Cities staff there are individuals who have stated they are educated and understand City, Urban Planning, and master plan development. A master plan will provide visual and written support and assurances to the people of Alameda of the direction, locations and quality of the development contemplated. When you the City Council members, Boards and the Cities administrative staff took your respective positions you understand your fiduciary responsibilities to the citizens and City properties. The people of Alameda are not desperate for a quick fix for land worth $790 million to $1.5 billion. In the past four years in which a master plan should have been proceeding the citizens should note approximately $200 million was given away with little in return nor a concrete explanation. Within this $200 million the City could have been developing strong master plans not only for Alameda Point but also the West End, Northern Water Front but also the bridge, tunnel traffic solutions facing the future of these developments. Again I am opposed to establishing a relationship with a master developer until a master plan is developed and approved. Right now the City with your leadership has the opportunity to sit in the drivers seat, we do not need to be passengers in our own vehicle. Cordially. Vine Landscape Architect Re: Agenda Item No. 1 -A 9 -19 -00 Special ARRA Meeting FOR YOUR INFORMATION ARRA Boardmembers Daysog, DeWitt, Johnson, Kerr, Chair Appezzato, CM, ACM -Ops., ACM - E&CD*, Development Serv. Director* ( *Received under separate cover) Hugh G. McKay Associates A MANAGEMENT GROUP • INTERNATIONAL September 18, 2000 Mayor Ralph Appezzato, Chairman Honorable Members of the Board Alameda Reuse and Redevelopment Authority (ARRA) 2263 Santa Clara Ave. Alameda, Ca 94501 Re: ARRA Master Developer Selection Dear Members of the Board: I oppose the proposed selection of a Master Developer for the Naval Air Station. In my opinion, a Master Plan should be developed as per the recommendation of the NAS Alameda Community Reuse Plan. Planning properly will provide public awareness, while creating a vision and mission for the future of all of Alameda. r) Separating the golf course (s) for development, would underscore the opportunity to Master Plan Community Development for tourism, jobs, tax revenues, etc. for all of Alameda. (e.g. Webster and Park Streets) Yours very truly, J HUGH M(rK ASSOCIAf ES gh'G. McKay rincipal Re: Agenda Item No. 1 -A 9 -19 -00 Special ARRA Meeting FOR YOUR INFORMATION ARRA Boardmembers Daysog, DeWitt, Johnson, Kerr, Chair Appezzato, CM, ACM -Ops., ACM - E&CD*, Development Serv. Director* ( *Received under separate cover) P.O. Box 14286 • Oakland, CA 94614 • 510/749 -9062 BRAG LAND USE - i February 17, 1999 RECOMMENDATIONS FOR DEVELOPMENT OF A GOLF COURSE COMPLEX The Economic Development/Land Use/Reuse Task Force has been directed by the BRAG to recommend the type of golf course development that will best serve Alameda. This is the Land Use recommendations. They are based on an analysis of the related overall Goals and Objectives of the NAS Alameda Community Reuse Plan, the Land Use Elements for the Northwest Territories and Civic Core sub - areas, Objectives of the Golf Course Development approved by ARRA February 7, 1999, assumptions the Task Force has made, and the advantages and disadvantages of the two proposals for golf course development presently under consideration. RECOMMENDATIONS . • peugliz16QAG. 2/ 17/99 Move 14410M 212-1 Plan for a resort hotel /convention center and two 18 hole golf courses. Such a development adheres to the Goals and Objectives of the Community Reuse Plan, will enhance the quality of urban design of the Civic Core, integrate uses, reduce the impacts on the Wild Life Refuge, and begin construction of new development in accordance with the long term vision for Alameda • Point. oind. S emt F6tturm.d. (Guri4 .147,4141A1 n711,1479 GOALS AND OBJECTIVES (As defined in the Community Reuse Plan - See attached Appendix.) I. Land Use - Achieve a balanced mix of land uses, creating a vibrant and diverse new neighborhood in Alameda. Provide a balance among public benefit, private sector, and the environmental uses. Seek creative solutions to provide energetic land uses while reducing the impact of the automobile and energy consumption. II. Urban Design and Neighborhood Character - Create the same "small town" character in the former NAS site as highly valued by the existing community. Create a series of neighborhoods, each with a central focus of mixed -use development, including local- serving commercial and recreational uses and a mixture of housing densities. lll. Achieve human - scale, transit - oriented development - Emphasize walkable streets, restricting most traffic circulation to specific major access routes. Enhance the viability and use of transit and other alternative modes of transportation in all development, through deliberate design of neighborhoods, commercial, industrial and recreation /open space areas. • IV. CYptimize u*e of transit and other alternative modes of transportation to reduce vehicular traffic and dependence on the automobile. ALLOWABLE USES IN THE NORTHWEST TERRITORIES (As defined in the Community Reuse Plan - See attached Appendix.) I. Northern edge of the existing airfield - Mixed-use as an international commerce and trade zone including light industrial, R&D, warehousing, trade showrooms and other similar uses. 11. Easternmost portion adjacent to the NAS pool and gymnasium - 17 acre Recreation and Park Department Sports Complex. 111. Remainder of area - recreation and open space (". .acting as a transition zone between • more intensive human uses and wildlife habitat preserved to the south. . •"). including Bay Trail and Shoreline Park, Point Alameda Regional Park at northwest end, and Scottish style "links" golf course. "A public facility with multiple uses could be developed to jointly serve as a golf clubhouse, environmental education center, parks and recreation multi-use center." ALLOWABLE USES IN THE CIVIC CORE (As defined in the Community Reuse Plan - See attached Appendix.) 1. Civic Core - Main focal point of activity for the new neighborhoods created on the former NAS site. 11. Civic Core ". . .The emphasis is to provide public serving and civic uses while providing ample opportunity for job creation" - R&D/industrial Ilex" uses, light industry, office, civic. • residential, educational, recreational, commercial, places of worship and nonprofit organizations. 111. Civic Core - A central north-south open space promenade or mall would create an extension of the existing Navy parade ground from the Oakland Alameda Estuary to the Seaplane Lagoon, opening into a public plaza at the marina. IV. Northern Civic Core - Mixed-use office and institutional center allowing for a wide range of employment, education, and commercial uses. Existing gym, pool and Officer's Club to be developed by Recreation and Park Department for recreational uses OBJECTIVES FOR DEVELOPMENT as approved by the ARRA I. Components of land use such as, but not limited to, a conference center, hotel, etc., should lead to the highest and best use for the City of Alameda consistent with the NAS Alameda Community Reuse Plan. 11. Tourism,should be an essential key to the development of the area. 111. The development should be of a quality consistent with the goal of oth.Lfism. IV. The development should be planned with consideration given to the planning of the Civic Core. 2 " V. The development shouldbe planned with ttie currently existing facilities at Alameda Point (e.g. the 0' Club) in mind. ASSUMPTIONS MADE BY THE TASK FORCE I. The golf course complex must be smoothly integrated into the adjacent land uses as envisioned in the Community Reuse Plan. II. Private funding is available for the resort hotel/conference center and 36 hole golf course. III. The golf course is being developed as a profit making enterprise. IV. The development will act as a magnet for other businesses and tourism. V. The potential opening of a golf course will be delayed because the Port of Oakland did not acquire funds to dredge the Estuary in 1998. Aleal • Aaesn- tinft aza,yr, tie ED c KYLE PHILLIPS GOLF COURSE DESIGN PROPOSAL The elements of the Feasibility Study written by Kyle Phillips Golf Course Design include an 18 hole golf course, golf practice tee, clubhouse/banquet facility, possible future 200 room hotel site, golf maintenance facility, park/shoreline bay trail, car parking and entry road to golf course and parks. ADVANTAGES 1. A golf course and park/trails are a good use of the land adjacent to the Wildlife Refuse. 2. The golf course site is within the prescribed boundaries of the community Reuse Plan and • no changes would have to be made to the Plan. 3. The development process could go ahead immediately. DISADVANTAGES 1. Though the golf course complex is a true recreational asset, the design is too isolated from other uses, such as other commercial development, and from convenient public transportation at Alameda Point. One of the primary goals of the Reuse Plan is to, "Achieve a balance mix of land uses, creating a vibrant and diverse new neighborhood in Alameda". 2. The placement of the clubhouse relies too much on the automobile for access and would require a length of road designed for heavy traffic. 3. Because of its isolation and limited type uses, it's impact as a magnet to desirable commercial and industrial development would be limited. 4. Placement of the golf course clubhouse and banquet facilities in the middle of the project is unlikely to be consistent with the requirements of the USF&WS Wildlife Refuge because of heightened activity in the area, especially at night. 5. The site placement of a possible 200 room hotel in the same area would alsote unacceptable to the USF&WS for the heightened activity and the probable height required for hotel buildings.. 3 HUGH G. MCKAY ASSOCIATES AND DESMOND MUIRHEAD, INC. PROPOSAL •A proposal prepared by Hugh G. McKay Associates and Desmond Muirhead, Inc. includes two 18 hole golf courses, practice tee, golf clubhouse, resort hotel/conference center, park/shoreline trails, parking, golf museum and golf academy. ADVANTAGES 1. • The Civic Core is the focal point of activity for Alameda Point. The hotel/conference center would be an integral part of it, generating vitality for the area and acting as a magnet for other desirable commercial development. II. The complex would start the long term new development as envisioned in the Reuse Plan. 111. The resort/conference center would give Alameda a much needed facility. IV. The complex would have good access to public transportation and be within walking distance of other Civic Core uses. V. The heightened activity of clubhouse and hotel/conference center would be removed from the USF&W Refuge. VI. A It would not require a length of a high use road. VII. A quality resort hotel/conference center could be built immediately with private funds. VIII .Construction of the golf course would be privately funded. IX. The resort hotel/conference center would provide additional revenue for the City. X. Two 113 hole golf courses would provide additional revenue for the City. DISADVANTAGES I. Placement of the hotel/conference center would require the relocation of the Alameda Recreation and Park Department Sports Complex necessitating a change in the amendment to the Community Reuse Plan which sets aside 17 acres qn the easternmost portion of the Northwest Territories. However, if there is no prospect for funding of the Sports Complex and the 17 acres is likely to be unused for years, perhaps it would be of benefit to the City to relocate it to the southeast and allow the 17 acres to be used by a revenue producing development. Perhaps the gym building could remain in place. It would be an asset contributing to the fabric of the Civic Core. 11. Amendment of the Community Reuse Plan would delay the Record of Decision (ROD) due some time this Spring. However, as there is a delay in Oakland's ability to dredge the Estuary and the Request for Proposals is some time away, perhaps the project would proceed after the ROD is signed. 4 APPENDIX EXCERPTS FROM GOALS AND OBJECTIVES OF THE COMMUNITY REUSE PLAN (Page numbers shown in parenthesis are from the Community Reuse Plan.) Goal A - Land Use: (page 1 -8, 9) "Achieve a balanced mix of land uses, creating a vibrant and diverse new neighborhood in Alameda." Objectives • `Emphasize mixed -use development as the overall reuse vision.' • 'Ensure that the Community Reuse Plan is economically viable." • `Fully integrate the existing NAS Alameda into the City of Alameda creating a new neighborhood; full integration includes land use compatibility within and surrounding the installation, matches with the urban fabric of Alameda, and realization of a seamless transition between the existing NAS site and the entire island of Alameda." • Provide a balance among public benefit, private sector, and the environmental uses and concerns; include provisions for open space, recreational resources, environmental protection, and viable economic development? • 'Seek creative solutions to provide energetic land uses while reducing the impact of the automobile and energy consumption? Goal B - Employment and Economic Development: (page 1 -9) "Achieve job creation and economic development to provide the employment and economic benefits historically associated with NAS Alameda.' Objectives • 'Prioritize ARRA and/or City revenue generation in major land use decision, consistent with the intent to balance economic development needs with public benefit conveyance and public/community service uses." Goal 01- Urban Design and Neighborhood Character: (page 1 -10) "Achieve complete integration of the former NAS site with the rest of the island of Alameda; this is to be a seamless integration of the many neighborhoods, open space, and the best qualities of the existing City." Objectives • 'Create the same 'Small town' Character in the former NAS site as highly valued by the existing community." • 'Create a series of neighborhoods, each with a central focus of mixed -use development, including local serving commercial and recreational uses and a mixture of housing densities? • 'Encourage development of distinctive and individualized neighborhood character? Goal D2 - Achieve human - scale, transit - oriented development (page1-10, 11) • Objectives • 'Emphasize walkable streets, restricting most traffic circulation to specific major access routes.' • Achieve the same human - scale, tree -lined character of neighborhood streets found throughout the existing City.' 5 •• 'Enhance the viability and use of transit and other alternative, modes of transportation in all development, through deliberate design of neighborhoods, commercial, industrial, and recreation /open space areas." Goal 12 - Optimize use of transit and other alternative modes of transportation to reduce vehicular traffic and dependence on the automobile. (page 1 -15) . Objectives • Promote continued and expanded ferry service as an alternative to the automobile. • 'Establish a viable pedestrian and bicycle circulation system within the installation and linking the former NAS site with the rest of the City? EXCERPTS FROM THE COMMUNITY REUSE PLAN AND AMENDMENTS APPROVED MAY 28, 1997 FOR THE NORTHWEST TERRITORIES (Added wording underlined) Northwest Territories (page 2 -25) ... 'A portion of the northern edge of the existing airfield is designated mixed -use for future development as an intemational commerce and trade zone including light industrial, R &D development and warehousing., trade showrooms, and other similar uses. This area may include a site for Alameda Science & Technology Center, an institution dedicated to marrying scientific research and commerce. The easternmost portion of the Northwest Territories adiacent to the NAS pool and gymnasium is intended to be developed as part of the City of Alameda Recreation and Park Department Sports Complex at Alameda Point. This 17 acre portion will be incorporated into the City of Alameda PBC Public Benefit Conveyance application. The remainder of the Northwest Territories will be devoted to recreation and open space uses. Beat{ roVirblimit i de a Bay Trail and Shoreline Park, with Point Alameda Regional Park at the far The open space areas could include developed recreation uses such as ball fields, soccer fields, or a Scottish style 'links" or 'rough' golf course. A public facility with multiple uses could be developed to jointly serve as a golf clubhouse, environmental education center, parks and recreation multi -use center, or a retreat and conference center. This area provides recreational opportunities and acts as a transitional zone between more intensive human uses and wildlife habitat preserved to the south. In addition, the site provides the opportunity for use as an upland dredge soils disposal site that can be configured with open spaces, recreation and golf course uses on top of fill. 'Allowable Uses - The Northwest Territories is intended as a mixed -use area with a major emphasis on International trade and commerce and light industrial uses. Recreational uses such as meeting and conference facilities, club houses, educational center and recreational buildings such as pools, recreation hails, gym and incidental storage and maintenance facilities are allowed within the district in addition to secondary warehousing, light industry, office and supporting commercial uses. Housing may be permitted under certain conditions. Supporting uses should be developed focused in or around a neighborhood center. Community- oriented institutions such as places of worship and nonprofit organizations are also considered allowable and desirable uses...' Northwest Territories Policies: (page 2 -26) 2 -57 The Northwest Territories will be included in the ARRA's Economic Development Conveyance request to allow the flexibility for a range of potential economic development uses on the site both in the near term and potential long term. 6 EXCERPTS FROM THE COMMUNITY REUSE PLAN AND AMENDMENTS APPROVED MAY-28, 1997 FOR THE CIVIC CORE (Added wording underlined) Civic Core (page 2 -13) '...This area, representing the existing core of the base, will continue to constitute the main focal point of activity for the new neighborhoods created on the former NAS site. "... The emphasis in the area is to provide public serving and civic uses while providing ample opportunity for job creation. Potential civic uses include a new university geared towards international affairs and commerce, public recreation facilities, a museum, a library, a teen activity center, a civic auditorium, civic office space, a place of worship, and meeting spaces. (page 2 -14) 'The northern portion of the Civic Core is intended for reuse as a mixed -use office and institutional center allowing for a wide range of employment, education, and commercial uses. Existing recreational buildings and facilities along the northem edge of the Civic Core, including the existing gym, pool and Officers' Club are intended to be redeveloped for parks and recreational uses by the City of Alameda Recreation and Park Department. .. ▪ A central north -south open space promenade or mall would create an extension of the existing Navy parade ground from the Oakland Alameda Estuary to the Seaplane Lagoon, opening into a public plaza at the marina. ' Allowable Uses (page 2 -15) The Civic Core is a mixed -use area with a major emphasis on research & development/industrial "flex' uses. Light industry, office, civic, residential, educational, recreational, commercial, and other supporting uses are allowed within the district. Community - oriented institutions such as places of worship and nonprofit organizations are also considered allowable and desirable uses. "Civic Core Recreation Area (page 6 -5) The existing Navy recreation area framing the northern edge of the parade ground will be conveyed to the Alameda Recreation and Park Department for reuse. The makes these facilities ideally situated for public recreational. uses.' PLANNING GUIDELINES FOR GOLF COURSE FEASIBILITY STUDY GIVEN TO KYLE PHILLIPS I. An 18 hole, world class links style golf course with clubhouse, parking, practice facility and maintenance building. I1. Consider clean Merritt sand. 111. 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