2004-03-03 ARRA PacketAGENDA
Regular Meeting of the Governing Body of the
Alameda Reuse and Redevelopment Authority
* * * * * * **
Alameda City Hall
Council Chamber, Room 390
2263 Santa Clara Avenue
Alameda, CA 94501
Wednesday, March 3, 2004
Meeting will begin at 5:30 p.m.
City Hall will open at 5:15 p.m.
1. ROLL CALL
2. CONSENT CALENDAR
2 -A. Approval of the minutes of the special meeting of January 13, 2004.
3. REGULAR AGENDA ITEMS
3 -A. Recommendation from the Executive Director that the ARRA governing body consider
designating one of its members to apply for membership on the Alameda Point Restoration
Advisory Board.
4. ORAL REPORTS
4 -A. Oral report from APAC.
4 -B. Oral report from the Executive Director (non - discussion items).
5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
(Any person may address the governing body in regard to any matter over which the
governing body has jurisdiction that is not on the agenda.)
6. COMMUNICATIONS FROM THE GOVERNING BODY
7. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER
CONFERENCE WITH REAL PROPERTY NEGOTIATOR:
7 -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.
8. ADJOURNMENT
ARRA Agenda — March 3, 2004 Page 2
This meeting will be cablecast live on channel 15. The next regular ARRA meeting is
scheduled for Wednesday, April 7, 2004.
Notes:
• Sign language interpreters will be available on request. Please contact the ARRA Secretary, Emily Parodi
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.
APPROVED
MINUTES OF THE REGULAR MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Tuesday, January 13, 2004
The meeting convened at 5:40 p.m. with Mayor Johnson presiding.
1. ROLL CALL
Present: Beverly Johnson, Mayor, City of Alameda
Frank Matarrese, Boardmember, City of Alameda
Marie Gilmore, Boardmember, City of Alameda
Absent: Tony Daysog, Boardmember, City of Alameda
Barbara Kerr, Boardmember, City of Alameda
2. PUBLIC COMMENT ON AGENDA ITEMS ONLY.
None.
2 -A
3. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER
CONFERENCE WITH REAL PROPERTY NEGOTIATOR
Property: Alameda Naval Air Station
Negotiating Parties: ARRA, Navy and Alameda Point Collaborative
Under negotiation: Price and Teiuis
The Board received an oral report from the real property negotiator. No action was taken.
4. CONSENT CALENDAR
There were no consent calendar items.
5. REGULAR AGENDA ITEMS
A. Recommendation to adopt ARRA Rules and Regulations regarding Alameda Point
commercial tenants.
Public Comment:
Elaine deColigny, a boardmember of the Alameda Point Collaborative, stated that her
organization, Building Futures with Women and Children, is the sponsor of 53 units at Alameda
Point. She expressed appreciation for the decision of the ARRA to execute the legally binding
agreements, which will enable them to access $500,000 in financing that is dependent upon these
agreements. The Collaborative supports the adoption of the Rules and Regulations, provided that
some changes they recommended to staff pertaining to specific language for residential vs.
commercial tenants have been incorporated into the document. The Mayor congratulated the
Collaborative on a recent $1.5 million HUD grant.
Member Mataresse moved for adoption of the ARRA Rules and Regulations. The motion
was seconded by Member Gilmore and passed unanimously.
6. ORAL REPORTS
A. Oral Report from the APAC.
APAC Chair Lee Perez reported that they are continuing to discuss the appropriate membership
size and composition. They will bring a recommendation to the ARRA in the near future.
B. Oral Report from the Executive Director.
There was no oral report from the Executive Director.
7. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
None.
8. COMMUNICATIONS FROM THE GOVERNING BODY
Member Mataresse stated that he receives minutes from the RAB (Restoration Advisory Board)
and would like an update of the clean -up operation. Staff will provide this at the next ARRA
meeting.
9. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER
CONFERENCE WITH REAL PROPERTY NEGOTIATOR
Property: Alameda Naval Air Station
Negotiating Parties: ARRA, Navy and Alameda Point Community Partners
Under negotiation: Price and Terms
2
The Board received an oral report from the real property negotiator. No action was taken.
10. ADJOURNMENT
Mayor Johnson adjourned the meeting at 7:30 p.m.
Respectfully submitted,
Emily ' arodi
Interim ARRA Secretary
3
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
February 19, 2004
TO: Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
FROM: James M. Flint
Executive Director
SUBJ: Recommendation from the Executive Director that the ARRA Governing Body
Consider Designating One of its Members to Apply for Membership on the
Alameda Point Restoration Advisory Board
Background
The ARRA Board discussed a report from the Executive Director on the Restoration Advisory
Board and its function at its meeting of February 4, 2004. The RAB is a volunteer group formed
and supported by the Navy to provide community input to the environmental restoration/
remediation process. The RAB supplements the formal CERCLA requirements for public
involvement. The formation and operation of the RAB is governed by Department of Defense
policies and guidelines.
A desire was expressed by the Board that greater participation and coordination between the
Board and RAB take place. The RAB works in partnership with the Base Cleanup Team (BCT)
on cleanup issues and related matters. The BCT is composed of the Environmental Protection
Agency (EPA), the California Environmental Protection Agency, Department of Toxic
Substances Control (DTSC), the Regional Water Quality Control Board, and the Navy. City staff
and RAB representatives attend and participate in the BCT meetings. Through the RAB, stake
holders review progress and have a voice in the decision - making process. Each RAB has a Navy
staff co -chair and a community co- chair, elected by the RAB. The RAB recently changed its
monthly meeting date to the second Tuesday of the month so that it does not conflict with the
regular City Council meetings.
Discussion
One option for enhanced coordination between the RAB and the ARRA is for the ARRA to
designate one Board member to apply for appointment to the RAB. Staff has researched the
RAB charter and finds that community members affected by the cleanup of the former NAS
Alameda are eligible to join, subject to the consensus of the RAB. The charter states that there
shall be approximately 20 members on the Board. There are currently 21 members of the RAB
(including an APAC representative). Therefore, it would be appropriate for the ARRA to
consider designating a member to apply for RAB membership.
The RAB membership application is attached for your information.
Dedicated to Excellence, Committed to Services
Honorable Chair and Members of the February 19, 2004
Alameda Reuse and Redevelopment Authority Page 2
Fiscal Impact
There is no cost to join the RAB as a community member affected by the cleanup of Alameda
Point. Therefore, there is no fiscal impact to the ARRA or City budget if an ARRA member
applies to participate on the RAB.
Recommendation
The Executive Director recommends that the Board consider designating one of its members to
apply for membership on the Alameda Point Restoration Advisory Board.
Respectfully submitted,
Paul Benoit
De Execut e Director
By: ebbie Potter
Base Reuse and Redevelopment Manager
JF/PB/DP:if
Attachments: Application for Membership to the Restoration Advisory Board
Dedicated to Excellence, Committed to Services
G: \Comdev \Base Reuse& Redevp\ARRA\.STAFFREP \1004 \RABmemberstfipt..DOC
Naval Air Station- Alameda / Alameda Point
Restoration Advisory Board
Community Membership Application
The Restoration Advisory Board (RAB) is an instrumental part of the environmental investigation
and clean -up effort at the former Naval Air Station - Alameda. It is an avenue for community input into the
process, as required by federal regulation. RAB membership is an important obligation. Duties and
responsibilities include reviewing and commenting on technical documents and activities associated with
the investigation and clean -up effort. Members should be willing to communicate with their
constituencies, with the general public, and with interested groups who are concerned with base clean -up
issues. RAB members are expected to serve a two -year term and attend all RAB meetings. There are also
many opportunities to participate in subcommittees, which address topics that need more extensive
discussion.
Individuals and organizations serving the community affected by the environmental investigation
and clean -up at the former naval air station are encouraged to apply.
Name:
Address:
Add your email address Of any)
Street, Apt. # City State /Zip
Phone: ( ) ( ) ( )
Daytime Evening Specify: Fax /Cell/Voicemail etc.
Occupation:
Employer(s):
1. Are you affiliated with any group or agency?
2. How has the base closure /clean -up /conversion affected you and your community or neighborhood?
3. Why are you applying? Please explain how you can contribute to the RAB.
Please return completed form to:
Jean Sweeney
RAB Community Co -Chair
212 Santa Clara Ave.
Alameda, CA 94501
Ph# 510/522 -1579
Jean_Sweeney@juno.com
OR Thomas Macchiarella
BRAC Environmental Coordinator
1230 Columbia Street, Suite 1100
San Diego, CA 92101
Ph# 619/532 -0907
Thomas.Macchiarella @navy.mil
AGENDA
Special Meeting of the Governing Body of the
Alameda Reuse and Redevelopment Authority
******it*
Alameda City Hall
Council Chamber, Room 391
2263 Santa Clara Avenue
Alameda, CA 94501
1. ROLL CALL
Tuesday, March 16, 2004
Meeting will begin at 7:29 p.m.
City Hall will open at 7:14 p.m.
2. Public Comment on Agenda Items Only.
Anyone wishing to address the Board on agenda items only, may speak for a
maximum of 3 minutes per item.
3. CONSENT CALENDAR
3 -A. Recommendation from the Executive Director that the ARRA Governing Body authorize
the Executive Director to enter into a $147,000 contract with Economic & Planning
Systems, Inc. (EPS) for negotiation support at Alameda Point for a 12 -month period.
4. REGULAR AGENDA ITEMS
None.
5. ADJOURNMENT
Notes:
Please contact ARRA Secretary, Emily Parodi at 749 -5800 or 522 -7538 at least 72 hours prior to
the meeting to request agenda materials in an alternative format, or any other reasonable
accommodation that may be necessary to participate in and enjoy the benefits of the meeting.
• Sign language interpreters will be available on request. Please contact Emily Parodi, ARRA
Secretary, or Development Services 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.
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
March 11, 2004
TO:
Alamed., Reuse and Redevelopment Authority
Honorable Chair and Members of the
FROM: Janie Flint
Exe d i hector
3 -A
SUBJ: R-comuneni ation from the Executive Director that the ARRA Governing
Bydy Autho ize the Executive Director to Enter into a $147,000 Contract
wth Econo is & Planning Systems, Inc. (EPS) for Negotiation Support at
Alai'n-da Pe nt for a 12 -Month Period
Background
In February, 2004, staff requested that Economic and Planning Systems, Inc. (EPS)
prepare a scope of services to assist the ARRA in discussions with the United States
Navy to facilitate the transfer of Alameda Point in connection with the master plan area as
developed by APCP and the Northwest Territory and more specifically, to assist ARRA
in updating the business plan prepared in support of the 1997 EDC. Under a previous
contract with the City in the late 1990's, EPS assisted the City in developing its
Community Reuse Plan and Economic Development Conveyance (EDC) Application
required to facilitate the transfer of NAS Alameda, including a detailed Business Plan for
redevelopment of the site. Due to changes in conditions for redevelopment (e.g.,
economic downturn /market conditions, infrastructure requirements, predevelopment
costs, etc.), the EDC business plan may need to be updated to reflect 2004 conditions.
Since EPS is already familiar with the original submittal to the Navy, it is recommended
that EPS assist the ARRA in future negotiations regarding possible amendments or
modifications to the business plan and EDC that may be necessary for conveyance and
redevelopment of Alameda Point.
Discussion
As part of its work scope, EPS will develop a financial model based on the latest financial
information developed by Keyser Marston Associates (KMA) to serve as the basis for
discussions with the Navy. This financial model will also serve as a basis for preparing
summary materials for the Navy and for testing the sensitivity of project economics to
changes to key assumptions. EPS will work closely with the ARRA negotiation team to
discuss strategies for developing the format and content of a March 31 workshop to be
held with the Navy, including attendance at team meetings. EPS will also conduct case
study research regarding conveyance mechanisms being used at other military bases
across the country to better understand the range of options for expediting transfer of
Dedicated to Excellence, Committed to Services
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
March 11, 2004
Page 2
Alameda Point from the Navy to the ARRA. These tasks will be performed for an
amount not to exceed $37,000.
As indicated in Attachment A to the consultant agreement, EPS will also provide ongoing
negotiation and support services to the ARRA on a time and materials basis, not to
exceed $110,000. Unlike the other three tasks included in the agreement, this task is not
fixed and the budget may not be expended in full by the consultant over the 12 -month
period. It is anticipated that EPS will utilize these funds for the purposes of assisting the
ARRA's negotiations with the Navy regarding the possible update of the original EDC
business plan and the terms and conditions of a transfer of Alameda Point to the ARRA.
Fiscal Impact
The contract with EPS, in the amount of $147,000, will be funded by the Alameda Point
Refunding Bond 2003 (for Predevelopment). Therefore, there is no fiscal impact to the
General Fund.
Recommendation
It is recommended that the ARRA Governing Body authorize the Executive Director to
enter into the attached contract with EPS for 12- months, in an amount not to exceed
$147,000.
JF /PB /DP /LA:dc
Respectfully submitted,
Paul Benoit
Deputy Executive Director
By: D i bie Potter
Base Reuse and Redevelopment Manager
Attachment: EPS Consultant Agreement
Dedicated to Excellence, Committed to Services
G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP \2004 \EPS.Contract 031604.DOC
CONSULTANT AGREEMENT
THIS AGREEMENT, entered into this day of , 2004, by and
between the ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint
Powers Authority, (hereinafter referred to as "ARRA "), and Economic and Planning
Systems, Inc., a California corporation, whose address is 2501 Ninth Street, Suite 200,
Berkeley, CA 94710 (hereinafter referred to as "Consultant "), is made with reference to
the following:
RECITALS:
A. ARRA is a Joint Powers Authority established by the City of Alameda and
the Community Improvement Commission under the California Joint Exercise of Powers
Act and a public entity lawfully created and existing under the State of California with
the power to carry on its business as it is now being conducted.
B. Consultant is specially trained, experienced and competent to perform the
special services which will be required by this Agreement; and
C. Consultant possesses 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 negotiation
support services for the Alameda Point reuse and redevelopment project upon the terms
and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM:
The teiui of this Agreement shall commence on the 17th day of March, 2004, and
shall terminate on the 16th day of March, 2005, 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 performed pursuant to this
Agreement in the amount set forth in Exhibit "B" which is attached hereto and
incorporated herein by this reference. Payment shall be made by checks drawn on the
treasury of the ARRA, to be taken from the Alameda Point Refunding Bond 2003.
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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 the ARRA nor have any contractual relationship with ARRA.
6. INDEPENDENT PARTIES:
ARRA and Consultant intend that the relationship between them created by this
Agreement is that of employer - independent contractor. 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.
6. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity and
employment authorization of all of his /her 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.
7. 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 or subcontractor 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.
8. HOLD HARMLESS:
Indemnification:
Consultant shall indemnify, defend, and hold harmless ARRA, its Board, officials,
employees, and volunteers ( "Indemnitees ") from and against any and all loss, damages,
liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees
G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\ 2004 \EPS.ConsultantAgree_031604.doc
( "Claims "), arising from or in any manner connected to Consultant's negligent act or
omission, whether alleged or actual, regarding performance of services or work conducted or
performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege
negligence on behalf of the Consultant, Consultant shall have no right of reimbursement
against Indemnitees for the costs of defense even if negligence is not found on the part of
Consultant. However, Consultant shall not be obligated to indemnify Indemnitees from
Claims arising from the sole or active negligence or willful misconduct of Indemnitees.
Indemnification For Claims for Professional Liability:
As to Claims for professional liability only, Consultant's obligation to defend Indemnitees
(as set forth above) is limited to the extent to which its professional liability insurance policy
will provide such defense costs.
9. INSURANCE:
On or before the commencement of the term 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 9A, B, C, D and E. 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 the ARRA 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.
G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\ 2004 \EPS.ConsultantAgree_031604.doc
(3) Automotive:
Comprehensive automotive 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 he /she
has agreed to provide comprehensive general and automotive liability insurance,
Consultant shall look solely to his /her 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.
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, its Board, officers, employees and volunteers shall be named as an
additional insured under all insurance coverages, except any professional liability
insurance, required by this Agreement. The naming of an additional insured shall not
affect any recovery to which such additional insured would be entitled under this policy if
not named as such additional insured. An additional insured 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 confer with Consultant's insurance broker to
determine adequate coverage for Consultant.
10. 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
G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\ 2004 \EPS.ConsultantAgree_031604.doc
certain governmental decisions or serve in a staff capacity as defined in Title 2, Division
6, Section 18700 of the California Code of Regulations.
11. 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.
12. SUBCONTRACTOR APPROVAL:
Unless prior written consent from ARRA is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall be used in
the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors shall be
required to furnish proof of workers' compensation insurance and shall also be required to
carry general, automobile and professional 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.
13. PERMITS AND LICENSES:
Consultant, at his /her sole expense, shall obtain and maintain during the term of
this Agreement, all appropriate permits, certificates and licenses including, but not
limited to, a ARRA Business License, that may be required in connection with the
performance of services hereunder.
14. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared or caused
to be prepared by Consultant pursuant to or in connection with this Agreement, shall be
the exclusive property of ARRA. Consultant shall not copyright any Report required by
this Agreement and shall execute appropriate documents to assign to ARRA the copyright
to Reports created pursuant to this Agreement. Any Report, information and data
acquired or required by this Agreement shall become the property of ARRA, and all
publication rights are reserved to ARRA.
B. All Reports prepared by Consultant may be used by ARRA in execution or
implementation of:
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(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other ARRA projects as appropriate.
C. Consultant shall, at such time and in such form as ARRA may require,
furnish reports concerning the status of services required under this Agreement.
D. All Reports required to be provided by this Agreement shall be printed on
recycled paper. All Reports shall be copied on both sides of the paper except for one
original, which shall be single sided.
E. No Report, information or 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.
15. 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 the 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.
16. 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:
Development Services Department
950 W. Mall Square, 2nd Floor
Alameda CA 94501
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Attention: Alameda Point Project Manager
All notices, demands, requests, or approvals from ARRA to Consultant shall be
addressed to Consultant at:
EPS
2501 Ninth Street, Suite 200
Berkeley, CA 94710 -2525
Attention: Jim Musbach
17. 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.
18. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules and
regulations enacted or issued by ARRA.
19. 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.
20. 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.
21. 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.
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22. 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.
22. 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.
23. 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.
G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\ 2004 \EPS.ConsultantAgree_031604.doc
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed
on the day and year first above written.
CONSULTANT Alameda Reuse & Redevelopment Authority
Economic Planning & Systems
By By
Title Title
By
Title
RECOMMENDED FOR APPROVAL:
By ,� `,,yam;
Title J a$< I2t, ' Sc. eAr..
APPROVED AS TO FORM:
City Attorney
By
Title: Assistant City Attorney
G: \Comdev \Base Reuse& Redevp \ARRA \STAFFREP\ 2004 \EPS.ConsultantAgree_031604.doc
MAR-12-2004 10:18 FROM ECONOMIC & PLANNING SYS. TO 7495808-14012 P.02
IN WITNESS WHEREOF, the parties have caused theAgreement tO be executed
on the day and yearifirst above written.
•
CONSULTANT
Economic Platmingi& Systeins
or,
27,
BY
TitlWri
‹"-
By
Title
Alameda Reuse & RedeveloprdentiA
BY
Title
RECOMMEN110 FOR APPROVAL:
By . .
Title • •
.4,_.
APPROVIWAS*TO FORM:
City AttoilleY •
By
M:\14012alapoint\AOmin\Contract\EMConstatantreej31604 dtic
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TOTAL P.02
ATTACHMENT A
SCOPE OF WORK FOR
NEGOTIATION SUPPORT FOR
ALAMEDA NAVAL AIR STATION REDEVELOPMENT
The City of Alameda has retained Economic & Planning Systems (EPS) to provide
support to the City in discussions with the United States Navy to facilitate the transfer of
the Alameda Naval Air Station (NAS) including the Alameda Point Community
Partners (APCP) master plan area and the Northwest Territory. Under separate contract
with the City in the late 1990s, EPS helped develop the NAS Reuse Plan and Economic
Development Conveyance (EDC) Application required to facilitate the transfer of NAS,
including a detailed Business Plan for redevelopment of the site. Due to changes in
conditions for redevelopment (i.e., infrastructure requirements, market conditions, etc.),
the EDC Business Plan and Application may need to be updated before transfer can
occur. The potential amendment to the EDC Application, is the subject of current
discussions between the City and Navy. EPS proposes the following Scope of Work in
assisting the City with ongoing Navy negotiations.
SCOPE OF WORK
TASK 1: FINANCIAL MODEL DEVELOPMENT
EPS will develop a financial model to serve as the basis for negotiations with the Navy.
The model will reflect the current APCP development program, drawing from a hard
copy of the latest financial model developed by Keyser Marston Associates (KMA), and
ongoing discussions with APCP. The financial model will serve as a basis for preparing
summary materials for the Navy and for testing the sensitivity of project economics to
changes to key assumptions.
TASK 2: PREPARATION FOR NAVY WORKSHOP
EPS will work closely with the City negotiation team to discuss strategies for developing
the format and content of the workshop to be held with the Navy including attendance
at team meetings. EPS will also help prepare presentation materials summarizing the
current APCP development proposal for redevelopment of NAS including a summary
of overall project economics and underlying market, financial, and infrastructure cost
assumptions. In addition, EPS will explain differences between the current APCP
development proposal and the land use and business plan assumed in the original EDC
Application including changes to infrastructure requirements, associated costs, and
current market conditions. In conjunction with the City, EPS will also summarize to the
Navy the current status of plans for the Northwest Territory.
1
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TASK 3: BASE REUSE CASE STUDIES
As part of this task, EPS will conduct case studies of four recently completed or potential
transfers of closed military bases from the Unites States Armed Forces to local
redevelopment authorities, with a focus on transfers which included or will include a
negotiated sale of the Navy's land to a developer or local jurisdiction (e.g., Tustin
Marine Corp Air Station, El Toro Marine Corp Air Station). The data collected for each
of the case studies will include competitive advantages and disadvantages of the site
(i.e., infrastructure requirements, transportation accessibility, topography, extent of
environmental remediation, market conditions, regulatory constraints), and the process
and terms of the transfer. The information compiled on the conditions of the bases and
the terms of transfer will be compared to the conditions affecting transfer of the
Alameda NAS.
TASK 4: ONGOING NEGOTIATION SUPPORT
As directed by the City, EPS will participate in meetings with the City and Navy, as
appropriate, and provide ongoing analytical and strategic support to the City of
Alameda in negotiations with the Navy regarding the possible amendment of the
original EDC Application and the terms and conditions of a transfer of NAS to the City.
In conjunction with the City, the City's other consultants, and APCP, EPS will explore
the financial implications of potential changes to the current APCP development
proposal to inform discussions with the Navy, based on the financial model developed
in Task 1. The sensitivity of the project economics to changes in underlying
assumptions will include, but not limited to, potential changes to market values,
absorption rates, phasing, intensification and modification of land uses, fiscal mitigation,
alternative financing mechanisms, public improvements, and infrastructure
requirements and costs. As necessary, EPS will also provide support to the City in
negotiating the transfer of the Northwest Territory.
BUDGET ESTIMATE
The EPS budget estimate for Tasks 1 through 3 by task and staff person is outlined in
Table 1. EPS estimates it can complete Tasks 1 through 3 of the proposed Scope of
Work for a total budget amount of $37,000. This budget estimate covers all costs and
materials associated with Tasks 1 through 3, described in the above Scope of Work.
The duration and intensity of the ongoing negotiation with the Navy is difficult to
predict. As a result, we typically conduct negotiation support on a time and materials
basis. For purposes of this Scope of Work, it is assumed that EPS will provide additional
support for negotiations, as outlined in Task 4, on a time and materials basis with a total
not -to- exceed budget of $110,000. The total EPS not -to- exceed budget for Tasks 1
through 4 is $147,000. Charges for consultant time are based on the amount of time
actually spent, billed at standard hourly rates, plus reimbursement of out of pocket
expenses without markup. Invoices are submitted monthly and payable upon receipt.
2
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Economic & Planning Systems, Inc. 3/12/2004