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2002-11-06 ARRA Packet
The Regular Meeting of the Alameda Reuse & Redevelopment Authority (ARRA) scheduled at 5:30 pm for November 6, 2002 has been canceled and rescheduled as a Special Meeting . to begin at 6:30 pm, to accommodate the City Council's revised schedule due to the elections. AGENDA Special Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL Wednesday, November 6, 2002 Meeting will begin at 6:30 p.m. City Hall will open at 6:15 p.m. 2. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: 2 -A. Property: Negotiating parties: Under negotiation: Alameda Naval Air Station ARRA, Navy and Alameda Point Community Partners Price and Terms ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. 3. CONSENT CALENDAR 3 -A. Report and recommendation from the Executive Director that the ARRA Governing Body authorize the Executive Director to enter into a $395,000 contract with Keyser Marston Associates for economic consulting services and negotiating disposition and development of Alameda Point. 4. ACTION ITEMS 4 -A. Report and recommendation from the Executive Director that the ARRA Governing Body authorize the Executive Director to enter into an Exhibit No. 1 to Alameda Point Beautification Agreement with Alameda Point Community Partners for an Initial Beautification Project at Alameda Point in the amount of $883,750. 5. ORAL REPORTS 5 -A. Oral report from APAC. 5 -B. Oral report from the Executive Director (non - discussion items). 6. ORAL COMMUNICATIONS, NON- AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) ARRA Agenda - November 6, 2002 Page 2 7. COMMUNICATIONS FROM THE GOVERNING BODY 8. ADJOURNMENT This meeting will be cablecast live on channel 15. The next regular ARRA meeting is scheduled for Wednesday, December 4, 2002. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary, Lucretia Akil at 749- 5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. • Audio tapes of the meeting are available for review at the ARRA offices upon request. Alameda Reuse and Redevelopment Authority Interoffice Memorandum October 29, 2002 TO: FROM: SUBJ: Background Honorable Members of the Alameda Reuse and Redevelopment Authority James M. Flint, Executive Director 3 -A Report and Recommendation from the Executive Director that the ARRA Governing Body Authorize the Executive Director to Enter into a $395,000 Contract with Keyser Marston Associates, Inc. for Economic Consulting Services for Negotiating Disposition and Development of Alameda Point On October 20, 2000, the City of Alameda Development Services Department released a Request for Statement of Qualifications (RFQ) for qualified land use economic and financial consultants to provide a range of professional services related to the selection of a master developer and negotiating agreements for the disposition of land for Alameda Point. Development Services Department staff concurred that the consultant team from Keyser Marston Associates, Inc. most closely met the City's needs, based on its responsiveness to the RFQ, its understanding of the function and requirements of the City, as well as accomplishing work of a similar nature, including references from clients and work samples and billing rates. Discussion At its December 27, 2000 meeting, the ARRA Governing Board approved the selection of Keyser Marston Associates, as its economic consultant. A $100,000 contract was approved in December 2000. Pursuant to this contract, Keyser Marston has provided economic consulting services relating to Alameda Point negotiations, which includes negotiating agreements for the disposition of approximately 800 acres of former U.S. Navy property for mixed -use development. The attached contract has been prepared for the current fiscal year. The consultant agreement includes the new scope of services, which is expected to be perfornued by the consultant, as directed by the ARRA, for the purposes of disposition and financial advice. A summary of these ongoing consulting services includes: analyzing financial and disposition issues; preparing financial models; conducting economic feasibility studies; reviewing projected land and financing development costs; evaluating alternative financing options; assisting legal counsel in drafting documents; and assisting staff in negotiating with APCP. Dedicated to Excellence, Committed to Services Honorable Members of the Alameda Reuse and Redevelopment Authority Fiscal Impact October 29, 2002 Page 2 Pursuant to the January 2, 2002 Exclusive Negotiating Agreement between the City and Alameda Point Community Partners (APCP), these consultant costs in the amount of $395,000 are fully reimbursable through cost recovery. Therefore, there is no fiscal impact to the ARRA or City budget. Recommendation It is recommended that the ARRA Governing Body authorize the Executive Director to enter into the attached contract with Keyser Marston Associates, Inc. in the amount not to exceed $395,000 per Exhibit "A" of the consultant agreement. JF/DY/DP /LA Respectfully submitted, James M. Flint Execut'v ecto By: Dou. oun Development Services Director Attachments: Consultant Agreement — Keyser Marston Associates, Inc. Dedicated to Excellence, Committed to Services G: \Comdev \Base Reuse& Redevp\ ARRA \STAFFREF\ 2002\ KeyserMarston .Contract.110G02.DOC CONSULTANT AGREEMENT THIS AGREEMENT, entered into this _ day of , 2002, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (hereinafter referred to as "ARRA "), and KEYSER MARSTON ASSOCIATES, INC., a California corporation, whose address is Golden Gateway Commons, 55 Pacific Avenue Mall, San Francisco, CA 94111, (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. ARRA is a Joint Powers Authority duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possess the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. ARRA and Consultant desire to enter into an agreement for services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the _ day of 2002, and shall terminate on the 30th day of June, 2003, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services, on a time and materials basis, performed pursuant to this Agreement in the amount not to exceed $395,000.00 (Exhibit "A "). 4. TIME IS OF THE ESSENCE: • Consultant and ARRA agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the. San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by ARRA nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: ARRA and Consultant intend that the relationship between them created by this Agreement is that of employer- independent Consultant. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by ARRA to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from ARRA to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold ARRA harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON- DISCRIMINATION: Consistent with ARRA's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a ARRA employee, or a citizen by Consultant or Consultant's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Except for loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, caused solely by the negligence of ARRA, the City, its City Council, boards and commissions, officers and employees, Consultant shall indemnify, defend and hold harmless ARRA, the City of Alameda, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, regardless of the merits or outcome of any such claim or suit arising from or in any manner connected to Consultant's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. Except for loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, caused solely by the negligence of ARRA, the City, its City Council, boards and commissions, officers and employees, Consultant shall indemnify, defend and hold harmless ARRA, the City of Alameda, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the Consultant's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. 2 10. INSURANCE: On or before the commencement of the terms of this Agreement, Consultant shall furnish ARRA with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C and D. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the ARRA by certified mail, "Attention: Risk Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to ARRA and licensed to do insurance business in the State of California. Endorsements naming ARRA, the City of Alameda, City Council, its boards and commissions, officers, as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to ARRA, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or ARRA with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against ARRA by virtue of the payment of any loss under such insurance. 3 C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, ARRA shall be permitted to obtain such insurance in the Consultant' s name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: ARRA, the City of Alameda, its City Council, boards and commissions, officers, and employees shall be named as an additional insured under all insurance coverages, except worker ' s compensation insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by ARRA are not represented as being sufficient to protect Consultant. Consultant is advised to consult Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of ARRA. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from ARRA under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to ARRA by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 13. SUBCONSULTANT APPROVAL: Unless prior written consent from ARRA is obtained, only those people and subconsultants whose names are listed in Consultant's bid shall be used in the performance of this Agreement. Requests for additional subcontracting shall be submitted in writing, describing the scope of 4 work to be subcontracted and the name of the proposed subconsultant. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subconsultant's services. Approval of the subconsultant may, at the option of ARRA, be issued in the form of a Work Order. In the event that Consultant employs subconsultants, such subconsultants shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City of Alameda Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of ARRA. No report, information nor other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by ARRA. Consultant shall, at such time and in such form as ARRA may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by ARRA that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of ARRA or its designees at all proper times, and gives ARRA the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data; documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by ARRA's preliminary examination or audit of records, and ARRA's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then consultant shall reimburse ARRA for all reasonable costs and expenses associated with the supplemental examination or audit. 5 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to ARRA shall be addressed to ARRA at: Alameda Reuse and Redevelopment Authority Alameda Point 950 West Mall Square, 2 "d Floor Alameda, CA 94501 ATTN: Doug Yount All notices, demands, requests, or approvals from ARRA to Consultant shall be addressed to Consultant at: Keyser Marston Associates, Inc. Golden Gateway Commons 55 Pacific Avenue Mall San Francisco, CA 94111 ATTN: Jerry Keyser 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Consultant from ARRA of written notice of default, specifying the nature of such default and the steps necessary to cure such default, ARRA may terminate the Agreement forthwith by giving to the Consultant written notice thereof. ARRA shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 119. COMPLIANCE WITH MARSH CRUST ORDINANCE: Contractor shall perform all excavation work in compliance with the City's Marsh Crust Ordinance as set forth at Section 13 -56 of the Municipal Code. Prior to performing any excavation work, Contractor shall verify with the Building Official whether the excavation work is subject to the Marsh Crust Ordinance. Contractor shall apply for and obtain permits from Building Services on projects deemed to be subject to the Marsh Crust Ordinance. 20. COST OF LITIGATION: If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the Court may adjudge to be reasonable, including attorneys' fees. 6 21. COMPLIANCES: Consultant shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by ARRA. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from ARRA to do otherwise. 24. WAIVER: A waiver by ARRA of any breach of any term, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT: • This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both ARRA and Consultant. 26. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 7 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. KEYSER MARSTON ASSOCIATES, INC. r / pr A. r ? 1r C4 Title: C. ,q,,E, "2.i.,4A/ By: IJi-4, s A9. C4iA-f des Title: cfee pike ,) G:\Comdev\CONTRACT\ARRA\KMA\APcontract.wpd 8 ALAMEDA REUSE & REDEVE O' ' T UTHORITY Jam:. M. Flin City anager RECO 0 r, APPROVAL: Doug Yount Acting Development Services Director Deputy City Manager, AP Negotiations APPROVED AS TO FORM: Teresa Highsmith Assistant City Attorney Exhibit A SCOPE OF SERVICES When and as directed by the Alameda Reuse and Redevelopment Authority ( "ARRA'), Consultant shall perform disposition and financial advisory consulting services for the AARA to include, but not be limited to the following: 1. Consult, assist and advise the AARA with respect to marketing, financial and disposition issues. 2. Participate in formal and informal discussions and presentations with potential developers and community officials. 3. Undertake evaluation of existing economic feasibility studies and prepare highest and best use analysis. 4. Financial testing of land use and development concepts, including review of projected development cost, income, and financing for private capital. 5. Advise on alternative financing options for a public private partnership, including funding of public improvements and private investment. 6. Structure options for and disposition business terms, including reuse fair market value and reuse value, ground leases, and participating land sales. 7. Assist legal counsel in drafting documents. 8. Assist staff in the preparation of the Summary Report under Sec. 33433 under the Califomia Redevelopment Law. METHOD AND TIME OF PERFORMANCE Consultant shall perform the various services described herein only as and when requested by the AARA and within a time schedule as mutually agreed upon by the parties to this Agreement. KeyserMasrton.ScopeofWork 10_21_02 Estimated Hours per Month I_ tfl c 3 (1.1 CC1 Debbie Kern o ▪ N C'J .9' • LC) N (s4 0 0 N LC) LO 1- LO • 0 LI') LC) o • LC) LO N N 1 Negotiating and Consulting on Market, Financial and Disposition Issues 2 Meetings with Client, Developer, Legal Counsel and Others 3 Preparation of Materials for Meetings and Presentations 4 Financial Testing of Land Use Concepts and Tax Increment Projections 5 Advise on Finance Options and Land Disposition Business Terms 00 0 Estimated Budget per Month LO 0 LC) LO LO o ,t1. to <tr. co to o ■LF N: cci -ar CY" ER 60 60 60 ti o c oI an to va o co co co to •t- (r) (1) 0 as 0 (1) 0 u, to 0 0 0 0 0 0 0 co 0 (0 T-- T- (") Csi 48 te. CO • 1.1") LO U LO LO CD LO 01 • 69- " " - N- 10 0.- 48 Debbie Kern 60 69- LO LO LC) LO 0 CD 00 LO N LO 48 LO 0) CD CO 69 69. (.43- 48 0 0 0 0 0 0 .4- 0 0 LO 10 LO N N q 00 v- 61). Ea 64 69' tf; 1 Negotiating and Consulting on Market, Financial and Disposition Issues 2 Meetings with Client, Developer, Legal Counsel and Others 3 Preparation of Materials for Meetings and Presentations 4 Financial Testing of Land Use Concepts and Tax Increment Projections 5 Advise on Finance Options and Land Disposition Business Terms Subtotal, staff time Reimburseables 0 1— KeyserMasrton.ScopeofWork 10_21_02 KEYSER MARSTON ASSOCIATES, INC. HOURLY FEE SCHEDULE 2001/02/03 A. JERRY KEYSER * $210.00 MANAGING PRINCIPALS* $200.00 PRINCIPALS* $185.00 MANAGERS* $155.00 SENIOR ASSOCIATES $140.00 ASSOCIATES $120.00 SENIOR ANALYSTS $105.00 ANALYSTS $ 90.00 TECHNICAL STAFF $ 72.50 ADMINISTRATIVE STAFF $ 57.50 Directly related job expenses not included in the above rates are: auto mileage, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data pro- cessing, graphics and printing. Directly related job expenses will be billed at 110% of cost. Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. A charge of 1% per month will be added to all past due accounts. * Rates for individuals in these categories will be increased by 50% for time spent in court testimony. ACORDM CERTIFICATE OF LIABILITY LIABILIT INSURANCE . 03/13/2002 PRODUCER (415)957 -0600 FAX (415)957 -0577 Maroevi ch O'Shea & Coghl an * , 425 Market Street , ;S ` a K. ,.1-0th Floor n Francisco, CA 94105 I ��- i'I��.! THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE --t, �' INSURED '' Keyser Marston Associates, Inc. 55 Pacific Avenue MOBVELOPIVMENT SERVICES i`I YtRTMEi San Francisco, CA 94111 CITY OF ALAMEDP I INSURER A: Hartford Insurance Companies INSURER B: Republic Indemnity Co. of California INSURER C: Philadelphia Indemnity Insurance Company INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM /DD/YY) POLICY EXPIRATION DATE (MM /DDIYY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 57UUNUP0340 11/11/2001 _ 11/11/2002 EACH OCCURRENCE $ 1,000,000 X FIRE DAMAGE (Any one fire) $ 300,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ Excluded'` GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY PRO LOC JECT A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 57UUNUP0340 11/11/2001 11/11/2002 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS LIABILITY 57RHUUN9941 11/11/2001 11/11/2002 EACH OCCURRENCE $ 4,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 4,000,000 DEDUCTIBLE RETENTION $ 10,000 $ 0 $ X $ Q WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 03954606 11/11 /2001 11/11/2002 X TORY L MITS OER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability PHSD018083 11/11/2001 11/11/2002 $1,000,000 Each Wrongful Act $1,000,000 Aggregate Limit $25,000 Deductible DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Community Improvement Commission of the City of Alameda, its City Council, boards and commissions, officers and employees are included as Additional Insureds per the attached endorsement. Waiver of Subrogation attached as respects General and Automobile Liability. v.":.r�.'c;l CERTIFICATE HOLDER ADDITIONAL INSURED; INSURER LETTER: CANCELLATION Community Improvement Commission of the City of Alameda Attn: Risk Manager 950 W. Mall Square, 2nd Floor Alameda, CA 94501 -7552 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Sharon Voth /SVO ekouteoc..ec3L. ACORD 25 -S (7/97) ©ACORD CORPORATION 1988 Keyser Marston Associates, Inc. Policy Number 57UUNUP0340 ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT OR PERMIT The following is added to Commercial General Liability Section I — Who is an Insured: A. Any person or organization with whom you agreed, because of a written contract or agreement or permit to, to provide insurance such as afforded under this policy, but only with respect to: 1. Your operations, 2. "Your work," or 3. Facilities owned or used by you. B. This insurance does not apply unless the contract or agreement has been executed or permit has been issued prior to the "bodily injury" or "property damage ". C. This insurance does not apply to the rendering of or failure to render any professional services. D. This insurance is primary if required by written contract or agreement or permit. HC 26 00 07 98 Hartford Insurance Companies Alameda Reuse and Redevelopment Authority Interoffice Memorandum October 29, 2002 TO: Honorable Members of the Alameda Reuse and Redevelopment Authority FROM: James M. Flint, Executive Director 4 -A SUBJ: Report and Recommendation from the Executive Director that the ARRA Governing Body Authorize the Executive Director to Enter into an Exhibit No. 1 to Alameda Point Beautification Agreement with Alameda Point Community Partners for an Initial Beautification Project at Alameda Point in the Amount of $883,750 Background On September 4, 2002, the ARRA Board approved a Beautification Agreement with Alameda Point Community Partners (APCP) for Alameda Point (on file in the City Clerk's office for your review). The Beautification Agreement establishes a process for APCP to propose individual beautification projects to be undertaken at Alameda Point prior to conveyance of the property. Beautification projects are intended to enhance the aesthetics of the base, create a more inviting atmosphere for prospective commercial tenants and continue the process of integrating Alameda Point into the rest of the City. APCP has proposed an initial beautification project for ARRA's review and approval consistent with the Beautification Agreement. The attached Exhibit No. 1 to the Beautification Agreement includes a conceptual drawing of the project, a proposed budget, and a method of repayment of the cost of improvements in the event that the Exclusive Negotiation Agreement (ENA) with APCP is terminated. Discussion One of the reasons that APCP was selected as the master developer for Alameda Point was its willingness to expend its own funds on initiatives to enhance the base prior to conveyance. The recently approved Beautification Agreement is part of this effort. Once a process was put into place for undertaking beautification projects, APCP began work on its first effort. The attached Exhibit No. 1 shows a conceptual drawing to beautify the Atlantic Avenue and Main Street entrances to the base. In addition, the linear area from Atlantic Avenue to the Main Street gate along the west side of Main Street would be landscaped. The project was presented to the Alameda Point Advisory Committee (APAC) at its September meeting and the APAC has recommended approval to the ARRA. The project is proposed to be implemented in two phases. The first phase would involve the improvements at the two entrances. The second phase would consist of landscaping the west side of Main Street from Atlantic Boulevard to the Main Street gate, including removing the chain link fence. The project is proposed to be phased to provide time for APCP to meet with the residential tenants in both the big whites Dedicated to Excellence, Committed to Services Honorable Members of the Alameda Reuse and Redevelopment Authority October 29, 2002 Page 2 and the Collaborative units prior to removing the fencing. APCP and staff have already had an initial meeting with the Executive Director of the Alameda Point Collaborative (APC) to present the proposed improvements. While APC expressed support for the beautification effort, they appreciate the opportunity to work with APCP regarding moving forward with removing the fence due to safety concerns, the interface of residential units with traffic on Main Street, etc. Following ARRA approval, APCP anticipates that it will move forward immediately on phase 1 of the improvements with a target completion date of January 2003. The total project cost is estimated at approximately $900,000. APCP will fund the cost of the improvements. However, in the event that the ENA is terminated, the ARRA would be required to reimburse APCP for its costs of installing the improvements. ARRA would continue to own the improvements if the ENA is teuuinated. The Beautification Agreement requires that a source of repayment be identified for each beautification project. The proposed source of repayment for this initial beautification project if necessary, is Alameda Point lease revenue. Fiscal Impact As noted above, APCP will finance the first beautification project in an amount not to exceed $883,750 (base budget is $833,750 with an additional $50,000 budgeted if traffic control measures are required), pursuant to the attached budget. Project scope, budget and preliminary drawings have been reviewed by ARRA's contract engineering firm RBF, and the City's Public Works and Planning departments. If the ENA is terminated, ARRA will be required to repay APCP for its costs solely out of lease revenue. ARRA, at its sole discretion, can repay APCP with cash or payments over a four year time period at 10% interest or any combination of the two. ARRA will continue to own the improvements in the event that APCP is repaid for its costs. Recommendation It is recommended that ARRA approve the attached Exhibit No. 1 to the Beautification Agreement approving an initial beautification project in an amount not to exceed $883,750. JF /DY/DP:la Respectfully submitted, James M. Flint Executive Di -c By: Doug You Development Sery s Director Attachments: Exhibit No. 1 to Alameda Point Beautification Agreement Dedicated to Excellence, Committed to Services EXHIBIT NO. 1 TO ALAMEDA POINT BEAUTIFICATION AGREEMENT (ADDENDUM TO PROPERTY MANAGEMENT AGREEMENT) This Exhibit No. 1 to Alameda Point Beautification Agreement (this "Exhibit ") is being attached to and made part of that certain Alameda Point Beautification .Agreement/Addendum to Property Management Agreement dated as of September 4, 2002 ( "Beautification Agreement "), entered into by and between the ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a public entity lawfully created and existing under the laws of the State of California ( "ARRA ") and ALAMEDA POINT COMMUNITY PARTNERS, a Delaware Limited Liability Company ( "Developer "). RECITALS: A. The Beautification Agreement, attached as an Addendum to that certain Property Management Agreement between ARRA and Developer dated as of May 1, 2002, sets forth a process for individual beautification projects to be submitted by APCP and approved by ARRA B. The Beautification Agreement contemplates that upon approval by ARRA, a description of the individual beautification project, an Exhibit documenting a list of the approved conceptual plans, an approved budget and a reimbursement mechanism mutually approved by the parties will be attached to the Beautification Agreement. C. Developer has submitted for approval by ARRA and ARRA has approved a beautification project as more fully set forth below. NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1. Capitalized terms not otherwise defined shall have the meaning set forth in the Beautification Agreement. 2. Developer has proposed and ARRA has approved an initial beautification project for implementation by Developer, with a scope consisting of the following: (a) Main entry (b) Atlantic Street entry (c) Removal of the existing chain link fence extending between the Webster Street entry and the Atlantic Street entry and replacement with trees. 3. ARRA hereby approves the conceptual drawing for the proposed beautification project attached hereto as Attachment No. 1. 3. ARRA hereby approves the initial budget for the proposed beautification project attached hereto as Attachment No. 2. 4. Developer has selected and ARRA has approved the following reimbursement mechanism for reimbursement of the Beautification Project Costs. Pursuant to and subject to the pre- conditions to ARRA's obligation to reimburse Developer set forth in the Beautification Agreement, ARRA shall reimburse Developer for the Beautification Project Costs by either (a) delivering to Developer within sixty (60) days of the Termination Date a promissory note, in the form attached hereto as Attachment No. 3, in the principal amount of the Approved Beautification Project Costs for the Approved Beautification Project described herein, with interest accruing at the rate of ten (10) percent per annum non - compounded from the Termination Date, prepayable in whole or in part without penalty at any time, payable, at ARRA's election in four (4) equal annual installments together with accrued interest payable over four year period following the Termination Date, with the first payment due one year following the Termination Date. Payment shall be made solely out of lease revenues available to ARRA from Alameda Point after payment of debt service and shall be applied first to interest, then to principal. If ARRA is unable to make any installment payment in full due to insufficient lease revenues, any unpaid amount shall be deferred and paid as lease revenues become available for such payment. Interest shall continue to accrue on the unpaid principal, but not on unpaid interest. Alternatively, ARRA may elect to pay all or a portion of the amount owing in cash, payment to be made within sixty (60) days of the Termination Date and if less than all is paid, the balance to be paid by a on the terms set forth above in this Section 4. 5. Upon execution of the acknowledgement set forth below by Developer and ARRA, the proposed beautification project described herein shall be an "Approved Beautification Project ", this Exhibit shall be attached to and made a part of the Beautification Agreement and all terms and conditions of the Beautification Agreement shall apply to the Approved Beautification Agreement described in this Exhibit. IN WITNESS WHEREOF, the undersigned hereby acknowledge the terms of this Exhibit as of the date first set forth above. ARRA: ALAMEDA • A; SE D DEVEL friffr • • ORITY Oi Arr B Ex cutive Director ate: ate: REC M ND PROVAL: Douglas Y.tfit ty Development Services Director APPrVED AS TO FORM: General Counsel DEVELOPER: ALAMEDA POINT COMMUNITY PARTNERS, LLC, a California limited liability company By Title: (.!•)E4.,.&-.1-..- 4/1 Date: loig, I N:\A\Ala\Na\docs1w-Ex 1 Fir s- • ■u.I iA.uu.a ■r ' aC 1. I■ 1111661.1711 All Carlson, Barbee & Gibson, Inc. C:IVit. EN( ,INFERS • : URVEYQRS • PLANNERS PRELIMINARY ENGINEERS COST ESTIMATE BEAUTIFICATION PLAN ALAMEDA POINT ALAMEDA, CALIFORNIA Item Description Engineer Unit Quantity Unit Price Attachment No. 2 October 16, 2002 Job No.: 1087 -00 Amount Atlantic Avenue Entry GRADING 1 Removal of structure, barricades, fences, striping, etc... 1 LS $20,000.00 $ 20,000.00 2 Import of material & placement of fill 6,000 CY $15.00 $ 90,000.00 3 Fine Grading of area 68,000 SF $0.30 $ 20,400.00 Subtotal $ 130,400.00 STREET WORK 4 AC Dike (@ gutter line & median line) 1,220 LF $12.00 $ 14,640.00 5 5' wide sidewalk 2,550 SF $3.50 $ 8,925.00 6 Textured paving in median 4,700 SF $7.00 $ 32,900.00 7 Irrigation to the median 1 LS $7,000.00 $ 7,000.00 8 Striping 1,400 LF $1.50 $ 2,100.00 9 Signage 1 LS $1,000.00 $ 1,000.00 Subtotal $ 66,565.00 LANDSCAPE / IRRIGATION 10 Turf w/ irrigation 68,000 SF $2.50 $ 170,000.00 11 Poplar Tree (15 gal.) w/ irrigation 80 EA $150.00 $ 12,000.00 12 Shrubs (5 gal.) w/ irrigation 25 EA $60.00 $ 1,500.00 13 Box Palm trees in planter w/ lights 4 EA $2,000.00 $ 8,000.00 14 Sign 2 EA $15,000.00 $ 30,000.00 Subtotal $ 221,500.00 MISCELLANEOUS 15 Raise Monitoring Well 1 EA $1,000.00 $ 1,000.00 16 Allowance for Miscellaneous issues 1 LS $10,000.00 $ 10,000.00 Subtotal $ 11,000.00 Subtotal for Atlantic Avenue Entry , $ 429,465.00 P: \1087 -00 \Estimates \Est -0011 Page 1 10/30/2002 Engineer Unit Item Description Quantity Unit Price Main Street Entry Amount GRADING • 1 Removal of curbs, wheel stops, fences, guardrail, etc... 1 LS $7,000.00 $ 7,000.00 2 Import of material & placement of fill 750 CY $15.00 $ 11,250.00 3 • Fine Grading of area 12,000 SF $0.30 $ 3,600.00 Subtotal $ 21,850.00 STREET WORK 4 AC Dike (@ gutter line & median line) 650 LF $12.00 $ 7,800.00 5 Textured paving in median 2,500 SF $7.00 $ 17,500.00 6 Irrigation to median 1 LS $15,000.00 $ 15,000.00 7 Striping 650 LF $1.50 $ 975.00 8 Signage 1 LS $1,000.00 $ 1,000.00 9 Inlet. 1 EA $800.00 $ 800.00 Subtotal $ 43,075.00 LANDSCAPE / IRRIGATION 10 Turf w/ irrigation 12,000 SF $2.50 $ 30,000.00 11 Poplar Tree (15 gal.) w/ irrigation 30 EA $150.00 $ 4,500.00 12 Box Palm trees in planter w/ lights 4 EA $2,000.00 $ 8,000.00 .,i3 Lighting 1 LS $12,000.00 $ 12,000.00 Subtotal $ 54,500.00 Miscellaneous 14 Building Painting 1 LS $10,000.00 $ 10,000.00 15 Allowance for Miscellaneous issues 1 LS $10,000.00 $ 10,000.00 Subtotal $ 20,000.00 P: \1087 -00 \Estimates \Est -0011 Subtotal for Main Street Entry $ 139,425.00 Page 2 10/30/2002 -.Item Description Engineer Unit Quantity Unit Price Amount Main Street 1 Fence Removal 6,500 LF $1.00 $ 6,500.00 2 Dead Tree Removal 1 LS $15,000.00 $ 15,000.00 3 Tree (15 gal.) with temp Irrigation 160 EA $100.00 $ 16,000.00 Subtotal for Main Street $ 37,500.00 Total for Atlantic Avenue Entry, Main Street Entry $ 606,000.00 and Main Street (nearest 1,000) Contingency (10 %) $ 60,600.00 Grand Total for Atlantic Avenue Entry and Main Street Entry and Main Street (nearest 1,000) Soft Costs (Engineering, Landscape Architecture, Staking, Plan Check, Inspection)(25 %) Total (including soft costs) Notes: 1. This estimate is based on information available at this time, and this office assumes no liability for changes in prices due to unforeseen conditions or changes. 2. This estimate assumes Atlantic Avenue can be closed during the street work. If Atlantic Avenue and Main Street are not closed there should be a traffic control budget and construction phasing budget of $40,000 for Atlantic Avenue and $10,000 for Main Street. P: \1087- 00\Estimates \Est -0011 $ 667,000.00 $ 166,750.00 $ 833,750.00 Page 3 10/30/2002 Attachment No. 3 PROMISSORY NOTE $ Date: FOR VALUE RECEIVED, ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY A public entity lawfully created and existing under the laws of the State of California ( "ARRA "), whose address is , promises to pay to a California corporation ( "Payee "), whose address is , or at such other place as the Payee may from time to time designate in writing, in legal tender of the United States of America, the principal sum of Dollars ($ ), with interest on the amounts of principal remaining from time to time unpaid until said principal sum is paid, at the rate of ten percent (10 %) per annum, as set forth below. Principal and interest are due in annual installments of Dollars ($ ) (each, an "Annual Installment ") on the first day of each year for a period of four (4) consecutive years, commencing on (one year from date of Note), subject to the following. Payment shall be made solely out of lease revenues available to ARRA from Alameda Point after payment of debt service on the existing outstanding Alameda Point Lease Revenue Bonds and shall be applied first to interest, then to principal. If ARRA is unable to make any installment payment in full due to insufficient lease revenues, any unpaid amount shall be deferred and paid as lease revenues become available for such payment. Interest shall continue to accrue on the unpaid principal, but not on unpaid interest. ARRA shall pay all costs, including, without limitation, reasonable attorneys' fees incurred by Payee in collecting the sums due hereunder. ARRA shall have the option to prepay the entire unpaid principal balance hereunder at any time without premium. All notices to ARRA shall be in writing and shall be deemed to have been given when (i) personally delivered, (ii) sent by registered or certified mail, postage prepaid, return receipt requested, (iii) sent by Federal Express or similar nationally recognized overnight courier service, or (iv) transmitted by facsimile with a hard copy sent within one (1) business day by any of the foregoing means. For the purposes of notice, the addresses of the parties shall be as stated above or such other address as either party may from time to time specify in writing delivered to the other in accordance with this Paragraph. Presentment, demand, protest, notices of protest and dishonor of this Note and all notices of every kind except for the demand referred to above, are hereby waived. Any failure of the Payee to exercise any rights hereunder shall not constitute a waiver of the rights to the later exercise thereof. This Note may not be changed, amended, or modified orally. This Note shall be governed by California law. The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, and their respective heirs, legal representatives and successors and assigns. .IN WITNESS WHEREOF, ARRA has executed this Note as of the date first written above. ARRA: ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a public entity lawfully created and existing under - la _ e _ e of California Name: Print N ame: RECD I► ► 4 D OR '/ PROVAL: 1 , ��!!/ APP p VEDA O FORM: N:`d \tamc \Na \docs\w- Promisso ,t 7 -! 'I, !If .v 1 / I. \ 1.11 / lit 3 1 11: Ir.-- '- .--- ---------' .. ,, "•••• \ !ft t.) 1 e - 7 A k I' tit `-? r • 1(1 ;It \