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2007-01-02 ARRA PacketThe Regular Meeting of the Alameda Reuse &Redevelopment Authority (ARRA) scheduled for January 3, 2007 has been cancelled. A Special Meeting of the ARRA is scheduled on Tuesday, January 2, 2007. 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 2. CONSENT CALENDAR Tuesday, January 2, 2007 Meeting will begin at 7:29 p.m. Consent Calendar items are considered routine and will be enacted, approved or adopted by one motion unless a request for removal for discussion or explanation is received from the Board or a member of the public. 2 -A. Approve the minutes of the Regular Meeting of December 6, 2006. 2 -B. Approve Subleases at Alameda Point. 2 -C. Recommendation to Authorize the Executive Director to Execute a 3rd Amendment to the Standards of Reasonableness to Modify the Allowed Uses for Building 613 3. REGULAR AGENDA ITEMS None. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB) representative. 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 This meeting will be cablecast live on channel 15. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary 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. UNAPPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday. December 6, 2006 The meeting convened at 7: 22 p.m. with Chair Johnson presiding. 1. ROLL CALL Present: Beverly Johnson, Chair of Alameda Marie Gilmore, Boardmember, City of Alameda Doug deHaan, Boardmember, City of Alameda Frank Matarrese, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the Regular Meeting of November 1, 2006. 2 -B. Approval of Sublease for Architectural Glass and Aluminum at Alameda Point. 2 -C. Approval of a 7.5 -year lease with Area 51 (retroactive to October 2005), including a Workout Plan as Conditions of the New Lease for Hangar 24. Approval of the Consent Calendar was motioned by Member deHaan, seconded by Member Daysog and passed by the following voice vote: Ayes — 5; Noes — 0; Abstentions — 0. 3. REGULAR AGENDA ITEMS 3 -A. Alameda Point Project Update David Brandt, Deputy Executive Director, gave an update of the Alameda Point RFQ process. Responses were due by 5:00 p.m. on December 4, 2006. Five development firms /partnerships submitted proposals: Catellus, Corky McMillin, Lennar Urban, SunCal Companies, and United World Infrastructure. A press release with this information was distributed today, Dec. 6`h. Staff will be providing the Board with fairly elaborate investigation and dossier -level information on each of the development firms, with qualitative evaluation resulting in a numerical ranking. Evaluations will be completed and presented to the Board in February. Chair Johnson clarified that the ARRA is not required to accept any of the proposals and that the decision is the ARRA's and not the Navy's. She had concerns that the $1M earnest money is a fairly small amount of risk and wanted to make sure any proposed developer has the ability and willingness to go forward on the $108M deal, and not try to renegotiate it. She cited the former master developer spent almost $10M and was still not able to proceed. Page 2 David Brandt stated that we'll do our best to evaluate the developer's ability to execute development, focusing less on their proposed plan and probe why they believe they can do the deal that has been negotiated. Member Daysog discussed the status of the no -cost EDC analysis. David Brandt responded that staff has presented the Board with a non - agenda memo that analyzed different conveyance options, including the existing no -cost EDC and that there are significant hurdles to going back. He explained that it's not necessarily impossible, but it's certainly not a sure thing that if we revised our numbers and go back to the original plan, that we would be able to get the Navy to convey based on that plan; that we cannot hold the Navy to it. Chair Johnson said it's important to note to prospective developers that we are not committed to a certain number of housing units — they need to see if this financial deal works even if we say we're going to reduce the number of housing units. David Brandt stated that we were clear to infoliu them that the PDC, which the pro forma numbers were based on, is not an entitlement. Member Daysog asked if the memo references the fact that the EDC is a signed contract. David Brandt explained that, in military re -use law, you cannot get specific performance from a contract from the Federal Govt., so even if we were to establish that they breached it, it's not technically enforceable in court. Those agreements are enforceable politically, but not legally. David Brandt stated that the five proposals will be made available to the public and will be posted on the Alameda Point website (www.alameda- point.com) in a few days. The Board congratulated staff on receiving the five proposals. They agreed that the response demonstrates that Alameda Point is a viable project. No action was taken on this item — it was an update and for informational purposes only. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, RAB representative. At the last RAB meeting there was a presentation on Site 2 Feasibility Study and Site 1 Proposed Remediation Plan. The RAB came to the same conclusion the ARRA did regarding the scoop and haul as the preferred method of clean -up vs. an engineered cap (as discussed at the Nov. 1 ARRA meeting), citing a comment letter from the RAB that stated, "complete removal is the only acceptable solution for soil in Area 1A ". Member Matarrese requested that staff bring all environmental studies comments and preferred options to the ARRA Board before submitting to the Navy. He does not want the comments to be handled administratively (by staff) as was always done previously — but rather, would like the ARRA Board to have the opportunity to vote on a recommendation. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no speaker slips. Page 3 6. COMMUNICATIONS FROM THE GOVERNING BODY Chair Johnson, along with the other Boardmembers, thanked Member Daysog for all his hard work over the past 12 years, as this is his last ARRA meeting. 7. ADJOURNMENT Meeting was adjourned at 7:47 p.m. Respectfully submitted, ma Glidden ARRA Secretary Alameda Reuse and Redevelopment Authority Interoffice Memorandum January 2, 2007 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita, Executive Director SUBJ: Approve Subleases at Alameda Point Background At the December 2004 ARRA Board Meeting, the ARRA elected to review and approve all subleases at Alameda Point. Discussion The following leases are renewals for existing tenants whose leases have expired. All renewal rates are 3% greater than the previous year: 1) Antiques by the Bay, a monthly antique fair operator is renewing its lease in Building 13. The rent will be $0.57 per square foot or $27,192 annually for this structure, which is office space in fair condition. 2) Antiques by the Bay, a monthly antique fair operator is renewing its lease in Building 459. The rent will be $0.28 per square foot or $38,340 annually for this structure, which is shop space in fair to poor condition. 3) Cameron -Cole, an environmental consulting company is renewing its lease in Building 90. The rent will be $1.08 per square foot or $58,404 annually for this structure, which is office space in good condition. 4) City of Alameda, Main Street soccer field and adjacent parking lot. There is no rent associated with this lease. 5) Coach Specialties, an industrial vehicle paint and body repair shop is renewing its lease in Building 24. The rent will be $0.38 per square foot or $59,112 annually for this structure, which is light manufacturing space in good condition. 6) Mason Dixon Intermodal, Inc., formerly Tristar Express, a trucking company is renewing its lease of a fenced lot. The rent will $0.13 per square foot or $80,340 annually for this fenced lot in fair condition. 7) Petras Air Work Industries, Inc. doing business as Alameda Aerospace, an aviation component repair business is renewing its lease in Building 398. The flat fee is $750 per month for the use of a test cell approximately two times per month in this building. The tenant will not occupy the entire building and uses the test cell infrequently for testing engines for aircraft ground support equipment. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority January 2, 2007 Page 2 8) Petras Air Work Industries, Inc. doing business as Alameda Aerospace, an aviation component repair business is renewing its lease in Building 530. The rent will be $0.0996 or $0.10 per square foot or $84,000 annually for this structure, which is light manufacturing space in good condition. Petras' sole business is to service a government contract. If that government contract is extended, the ARRA lease reserves an option to negotiate an increased rental rate. If the contract is not renewed and Petras exercises its option to stay, the rent will increase 3 %. Attachment A describes the business terms for the proposed subleases. Fiscal Impact The rent for Antiques by the Bay in Bldg. 13 is $27,192 annually. The rent for Antiques by the Bay in Bldg. 459 is $38,340 annually. The rent for Cameron -Cole in Bldg. 90 is $58,404 annually. The rent for City of Alameda is waived. The rent for Coach Specialties in Bldg. 24 is $59,112 annually. The rent for Mason Dixon Intermodal in fenced lot is $80,340 annually. The rent for Petras Air Work Industries in Bldg. 398 is $9000 annually. The rent for Petras Air Work Industries in Bldg. 530 is $84,000 annually. Recommendation Approve the proposed subleases. By: Attachment: A. Proposed Sublease Business Terms B. Site Map Respectfully submitted, le L Leslie Little Development Services Director Nanette Banks Finance & Administration Manager Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority ATTACHMENT A PROPOSED SUBLEASE BUSINESS TERMS January 2, 2007 Page 3 TENANT BUILDING SIZE (SF) TERM RENT Antiques by the Bay Portion of Building 13 4,000 2 years plus 1 year renewal option. $2,266/mo. Antiques by the Bay Building 459 11,493 2 years plus 1 year renewal option. $3,195/mo. Cameron -Cole Building 90 4,500 3 years. $4,867/mo. City of Alameda Soccer Field + Parking Lot 4.5 acres + 1.5 acres 1 year plus 4 one- year renewal options. Waived Coach Specialties Portion of Building 24 12,927 2 years. $4,926/mo. Mason Dixon Inteiuiodal, Inc. Fenced Lot 53,280 2 years. $6,695/mo. Petras Air Work Industries dba Alameda Aerospace Portion of Building 398 27,570 1 year plus 1 year renewal option. $750 /mo. Petras Air Work Industries dba Alameda Aerospace Building 530 70,270 1 year plus 1 year renewal option. $7,000 /mo. ATTACHMENT B TAXIWAY •E• F. cn Iu 0 t4 Mk% -0 -0 CD CD "I a (l)U) > > 0:3:3 3 (1) o -,c c - 0 (1) (1) J(fl(f) CT CT t.< 3 0 Fc". 0" D- 0 • co CD CD (f) a. 03 CO o (-0 0 0 O < • (0 0 W a- - a- - it) LO -Pt — 0. CP (A z -o 1 c 3s. z 0, w \ FIF TH "IM Pudajf - an WW1 h.• ' ' 04' 1=3 A, ST NINTH ST z 4111.04:* 441IP, r. N V ELEVEN% ST. 81 13/IN S NIV =0 C1 SANTA CLARA AVE., 0— IC30 0 Oa -c$ 0 0 " C=.= IMO Alameda Reuse and Redevelopment Authority Interoffice Memorandum January 2, 2007 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita Executive Director SUBJECT: Authorize the Executive Director to Execute a 3rd Amendment to the Standards of Reasonableness to Modify the Allowed Uses for Building 613 BACKGROUND As required by the federal Base Closure and Community Redevelopment and Homeless Assistance Act of 1994, the Alameda Reuse and Redevelopment Authority (ARRA) worked with the Alameda County Department of Housing and Community Development and an organized group of homeless service providers, known as the Alameda County Homeless Providers Base Conversion Collaborative (currently known as the Alameda Point Collaborative [APC]) to determine the quantity of residential and commercial square footage that would constitute a reasonable accommodation of the homeless at the former Alameda Naval Air Station (Alameda Point). On May 3, 1995, the ARRA adopted the Standards of Reasonableness (SOR) that outline general commitments related to future reuse goals at Alameda Point. In July 1995, the APC submitted a detailed Request of Property at Alameda Naval Air Station. The Request was considered by staff; and, following negotiations, specific allocations of property were included in the Housing Element of the NAS Alameda Community Reuse Plan approved by the ARRA in January 1996. As required by federal law, the request was subsequently approved by the United States Department of Housing and Urban Development. As part of the SOR, the Davis Street Community Center was assigned Building 613 for use as a childcare center. In 1998, due to the impending lease -up of the housing units at APC, the ARRA approved an Interim Sublease for Building 613 with another service provider, the Emergency Services Network. This short-term lease provided office space for multiple support service providers. (According to the SOR, these support services were to be located in Building 101. However, in 1998, Building 101 still required extensive rehabilitation and was later destroyed by a fire.) Following the initial lease -up of housing units at APC, Davis Street Community Center, along with the APC, reevaluated the need for infant and pre - school care and determined that alternative programs could better serve the residents. In lieu of providing infant and toddler care at Building 613, APC provided 21,000 sq. ft. for Alameda Family Services to establish a head start program on the Building 101 property. In addition, APC families have access to pre- school care at the Alameda Point -based Bay Area School of Enterprise's program called Home Sweet Home. APC also Honorable Members of the Alameda Reuse and Redevelopment Authority January 2, 2007 Page 2 maintains an 800 sq. ft. children's activity center at its Multi - Service Center (677 W. Ranger) to support parents' participation in other APC- provided services such as case management, counseling, job preparation, etc. DISCUSSION The 1998 interim sublease, which expired on December 31, 2006, allowed Building 613 to be "used by subtenant or authorized contractors, subcontractors, or licensees of the APC, for administrative offices for the provision of homeless assistance programs." In 1999, APC subleased the building to the Alameda Red Cross, which provides critical safety net services for APC residents and low - income residents throughout Alameda. The Alameda Red Cross provides community and social services including: two food programs, rental assistance, and administration for the Alameda Power & Telecom EAP and EASE utility programs. APC has requested that the new lease, in the approved form of the 59 -year Legally Binding Agreement (51 remaining years), allow Building 613 to be "used by subtenant or authorized contractors, subcontractors, or licensees of the APC, for the provision of homeless assistance programs. The homeless assistance programs may include, for example, child care, food services, health care and related referrals, life skills training, addiction recovery support, job training and placement, individual and family therapy, case management, and assistance in maintaining housing ". Staff recommends that the SOR be amended to allow Building 613's continued use for the provision of homeless assistance programs. Attachment A explains the original SOR, interim sublease and proposed Legally Binding Agreement (LBA) use description for Building 613. The amendment to the SOR will eliminate inconsistency in documents related to the Homeless Accommodation and memorialize the APC agreed uses for Building 613. The revised permitted use language will be an exhibit to a LBA with the APC for Building 613. FISCAL IMPACT There is no fiscal impact to amending the SOR to modify the allowable uses at Building 613. RECOMMENDATION Authorize the Executive Director to Execute a 3rd Amendment to the Standards of Reasonableness to Modify the Allowed Uses for Building 613, consistent with Attachment A. Honorable Members of the Alameda Reuse and Redevelopment Authority January 2, 2007 Page 3 Reupe' f lly submitted, Leslie A. Little Development Services Director By: t`ebbie Potter Base Reuse & Community Development Division Manager Attachments A. Original and Proposed Use of Premises for Building 613 B. 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In o 0 H CL3 4-4 CCS 0 LI--4 CN1 0 0 4+-i 0 0 -Ci U 4-■ v) ,:..; p o 0 0 P r t4 cri • ,7) •-• .i.›.; a) GO E — • < 0 o = 0 g •t•:a-.. p cE ag t 0 '''' .., • ''' E 0 e)C° 0 0 ;:--./ 0 • 7.4 ) i4:.1 C..cd <1) nj ‘4-, .;.,.; • • - .-. 1-• g .4.., o 0 a.) p -.0 ;.. ..... ■s) r 0 . i-+ w ,...., • ■-■ ...., c•,-- (,) 0 › (L) -0 0 ., -F., ct ,•-, — C.) 't HZ al .. C.) PC) .,-. Cr) b1) = •5 (..) P41 G: \Comdev\Base Reuse& Redevp\ARRA \STAFFREP\2007\01 Jan\2 -D Attch A.doc MAIN ,C71 It] 271 , 1.7 ATTACHMENT B PLOUGHSHARES NURSERY ALAME /yD COMMUNITY .CENTER Bidg.101 77) 1111 ji SIM ' 1,C(34").4.CCLA Ott • 1 11 1 li Ca pc:ILlt.:JEAC3: OCDO(71- ;:eUr101.5 -7- 171 , `01' itA,WICCI vr,3 L319.4 AV t i4).3 r!) TCMFP AUF APC MULTI-SERVICE CTR. Blda. 607 INDUSTRY & WAREHOUSE Bldg. 92 BUILDING 613 COMMUNITY GARDEN 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 2. CONSENT CALENDAR Tuesday, January 16, 2007 Meeting will begin at 7:29 p.m. Consent Calendar items are considered routine and will be enacted, approved or adopted by one motion unless a request for removal for discussion or explanation is received from the Board or a member of the public. 2 -A. Recommendation to Approve an Agreement with Russell Resources for Environmental Consulting Services for Alameda Point for 12 Months in an Amount not to exceed $119,000. 2 -B. Authorize PM Realty Group to Enter into a Contract with Belden Consulting Engineers for Design of Pier 2 Electrical Upgrades at Alameda Point in an amount not to exceed $109,500. 3. REGULAR AGENDA ITEMS None. 4. 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.) 5. COMMUNICATIONS FROM THE GOVERNING BODY 6. ADJOURNMENT This meeting will be cablecast live on channel 15. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary 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 Memorandum January 16, 2007 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita, Executive Director SUBJ: Authorize the Executive Director to Execute an Agreement with Russell Resources for Environmental Consulting Services for Alameda Point for 12 Months in an Amount not to exceed $119,000 Background Russell Resources has provided environmental consulting services to the ARRA for the past eight years. Russell Resources reviews, analyzes, and prepares comments on Navy environmental documents for the clean up of the Alameda Naval Air Station (Alameda Point) on behalf of the ARRA. In addition, Russell Resources attends and represents the ARRA at meetings with State and Federal environmental regulators and the Navy and provides professional expertise to ARRA staff to allow full participation in the cleanup decisions made by the Navy. Most recently, Russell Resources provided support to certify the golf course EIR, assisted with negotiations with the Navy on the draft conveyance term sheet and supported staff in the Alameda Point Master Developer RFQ process. Russell Resources has two agreements with the ARRA: 1) "Master Developer" Agreement to provide environmental consulting as part of negotiations with the Navy regarding property transfer and clean -up activities within the master developer footprint; and 2) "Alameda Point" Agreement for consulting in support of the proposed golf course development in the Northwest Territories and other environmental issues at Alameda Point outside of the master developer footprint. Discussion In 2004, a limited Request for Proposals (RF'P) was issued for environmental consulting services at Alameda Point to determine if an additional environmental firm should be retained to augment Russell Resources, or if a new fiiiu should be retained to replace Russell Resources. Three firms were interviewed as part of that process. An evaluation team met with Levine Fricke, Environmental Resources Management West, and CH2M Hill. Following those interviews and a review of the proposals received, the evaluation team determined that no additional services were necessary and that the ARRA should continue to engage Russell. Resources. Russell Resources' existing contracts expired on December 31, 2006. As part of evaluating environmental services for the upcoming year, staff conducted an informal solicitation from two environmental consulting firms, Erler & Kalinowski and GeoMatrix, to determine if Russell Resources' expertise and cost were comparable to other firms. Both firms interviewed have Honorable Members of the Alameda Reuse and Redevelopment Authority January 16, 2007 Page 2 experience working on closed military bases in the Bay Area (Treasure Island, Oakland Army Base, Presidio, etc.) and reviewing and commenting on environmental documents prepared by the military. Both firms work with the local environmental regulators involved with closed bases and have experience advising their clients on environmental insurance. Billing rates for the firms' principals range from $200 -$300 an hour, with the higher hourly rates for activities such as expert witness testimony. Dr. Russell's hourly billing rate is $225. Given Russell Resources' familiarity with Alameda Point, long- standing relationships with the Navy personnel and environmental regulators assigned to Alameda Point and his competitive billing rate, it is recommended that the ARRA Board continue to retain Russell Resources to provide environmental consulting services at Alameda Point. It is proposed that the attached contract combine the two previous agreements, described above, for a 12 -month term, January 1, 2007 - December 31, 2007, in an amount not to exceed $119,000. During this term, Russell Resources will support the discussions with the Navy related to the conveyance of Alameda Point and will provide technical support to the staff on current and future environmental remediation. In addition, Russell Resources will continue to attend all Base Closure Team (BCT) and Restoration Advisory Board (RAB) meetings, attend meetings in furtherance of conveyance between and among ARRA, Navy, and Master Developer if selected; and attend other technical meetings that may be necessary to support conveyance of Alameda Point. Russell Resources will assist staff in the review and evaluation of the five Alameda Point Master Developer proposals. Russell Resources will also review and prepare draft comments on technical environmental documents published by the Navy, along with reports and work plans, in support of the successful transfer and redevelopment of the Alameda Point. Fiscal Impact As of January 1, 2007, the $3.5 million predevelopment budget had a balance of $289,000. It is proposed that the Russell Resources Contract be funded from a portion of the remaining balance. Recommendation Authorize the Executive Director to execute an agreement with Russell Resources for Environmental Consulting Services for Alameda Point for a 12 -month term in an amount not to exceed $119,000. Honorable Members of the Alameda Reuse and Redevelopment Authority Respectfully sfprnitted, Leslie Little Development Services Director January 16, 2007 Page 3 By: D bie PolLer Acting Alameda Point. Project Manager Attachments: Consultant Agreement CONSULTANT AGREEMENT THIS AGREEMENT, entered into this day of January 2007, by and between the ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint Powers Authority, (hereinafter referred to as "ARRA "), and Russell Resources, Inc., a California corporation, whose address is 440 Nova Albion Way, Suite 1, San Rafael, CA 94903 (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 services upon the terns 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 January 2007, and shall terminate on the 31St day of December 2007, 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 not to exceed $1 19,000.00 as set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE: Consultant and ARRA agree that time is of the essence regarding the performance of this Agreement. Russel! Resources, Inc. .kuuuu ' 2007 Page l of 8 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. 7. 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. 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 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. 9. HOLD HARMLESS: Consultant shall indenmify, 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 ( "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, to the extent Consultant's negligent act or omission, whether alleged or actual, contributes to such claims. If Claims are filed against Indemnitees which allege negligence on behalf of the Consultant, Consultant shall have no right of reimbursement against Indemnitees Russel/ Resources. Inc. .January 2007 Page 2 of 8 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. 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. 10. 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 10A, 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: Russell Resources, Inc. January 2007 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 -i-n- -the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (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. Page 3 of 8 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 tern 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, officials, 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. 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. Russell Resources, Inc. January 2007 Page 4 01'8 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. 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. 14. 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 City 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 Russell Resources. Inc. January 2007 Page 5 ofb' 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. 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: Development Services Department 950 W. Mall Square, 2nd Floor Alameda CA 94501 Attention: Debbie Potter All notices, demands, requests, or approvals from ARRA to Consultant shall be addressed to Consultant at: Russell Resources, Inc. 440 Nova Albion Way, Suite 1 San Rafael, CA 94903 Attention: Peter Russell 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. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by ARRA. Russell Resources, Inc. January 2007 Page 6 of 8 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law riles 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 fled with the courts of the County of Alameda, State of California. 21. 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. 22. 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 tern, covenant, or condition contained herein, whether of the same or a different character. 23. 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. AnyFmodification of this Agreement will be effective only by written execution signed by both ARRA and Consultant. 24. 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. 25. 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. Russell Resources, Inc. January 2007 Page 7ofS IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. Russell Resources, Inc. Alameda Reuse & Redevelopment Authority y: 7j)‘"(67f ide,sce Debra Kurita Title: Executive Director RECOMMENDED FOR APPROVAL: f2 Leslie A. Little Development Services Director bbie Potter, Manager Base Reuse & Community Development APPROVED AS TO FORM: Byron Toma Assistant City Attorney Russell Resources, Inc. January 2007 Page 8 of 8 bxnion H 2007 Scope of Work for Russell Resources, Inc. Task 1: Attend Regularly Scheculed BRAC Meetings: Base Closure Team (BCT), Remedial Advisory Board (RAB), and Proposed Plan Public Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 11. BCT meetings, 11 RAB meetings, and 4 Proposed Plan public meetings. Budget: $28,500 (assumes average cost is $1,500 per BCT meeting, and $800 for each RAB meeting and Proposed Plan public meeting) Task 2: Attend Meetings in Furtherance of Conveyance between and among ARRA, Navy, and Master Developer to Be Selected. Estimate 20 meetings. Budget: $20,000 (assumes average cost is $1,000 per meeting) Task 3: Attend Meetings with Environmental Regulators and Technical Supplemental Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 15 meetings. Budget: $15,000 (assumes average cost is $1,000 per meeting) Task 4: Review of Technical Documents, Including Reports, Workplans, and Environmental Regulators' Comments on Same, and Preparation of Draft ARRA Comments on Selected of These Documents. Estimate 47 documents. Budget: $36,500 (assumes 30 documents perused at $200 each, 12 documents reviewed at $1,500 each, and 5 documents reviewed and commented upon at $2,500 each) Task 5: Additional Consultation (at the request of ARRA) and Contingency. The ARRA must preauthorize these tasks. Budget: $10,000 (approximately 10% of the budget for Tasks 1 -4) Task 6: Project Management, Including Email, Phone, Other Correspondence, Cost Accounting, Invoicing, Coordination, etc. Budget: $9,000 (assume $750 per month) Total 2007 Budget: $119,000 Alameda Reuse and Redevelopment Authority Interoffice Memorandum January 16, 2007 TO: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority FROM: Debra Kurita, Executive Director SUBJ: Authorize PM Realty Group to Enter into a Contract with Belden Consulting Engineers for Design of Pier 2 Electrical Upgrades at Alameda Point in an amount not to exceed $109,500 Background At its April 2006 ARRA meeting, the ARRA approved a 20 -year sublease with the Maritime Administration (MARAD). In considering the lease, the ARRA reviewed a cash flow for the project, which included electrical upgrades for Pier 2. In order to absorb the cost for this project, the upgrade project was budgeted over two fiscal years. Discussion Under the design contract, the engineers will prepare electrical and structural construction documents for Pier 2. The scope of the documents will include the following: • New electrical substructures (conduits, pullboxes and transformer pads on Pier 2); • New service cable and equipment to create a maximum of four service points; • Design plans to accommodate the phased construction so that ships can continue to receive electric services at the pier; • The removal of all auxiliary equipment from existing transformer vaults and associated electrical services being replaced; • Maintain (reconnect) electrical services to existing lights and sump pumps being fed from vaults; • Document the existing service conductors serving the pier and provide the necessary research to obtain existing systems information; • Design enclosures for new pad - mounted transformers including covers and secondary oil containment areas to prevent accidental oil spillage into the bay; • Evaluation of petro barrier in lieu of equipment enclosures; ■ Design new outlet of connections for the various ship connections to shore power per MARAD's requirement; • Structural calculations, plans and details for new equipment pads and enclosures; and • Structural observation and evaluation of existing pier for adequacy for new transformer load (weight). Acting as the ARRA property manager, PM Realty Group solicited bids for the required engineering work. Two bids were received, from Belden ($109,500) and from YEI Engineers Inc. ($70,100). While Belden is not the low bidder, YEI did not address the Honorable Chair and Members of the January 16, 2007 Alameda Reuse and Redevelopment Authority Page 2 entire scope of work required for the project. Because YEI was the firm that performed the design work for the Pier 3 electrical project funded by EDA in 2002, PM Realty Group performed further investigation into the proposal received by YEI to determine if its bid was viable. After checking references and follow -up investigation, it was determined that Belden could provide more comprehensive services and the bid submitted by YEI was deemed insufficient. PM Realty Group, on behalf of the ARRA, will execute a contract with Belden and manage the project. Fiscal Impact The proposed contract for design of the electrical upgrades is $109,500. The approved MARAD budget includes $500,000 for the first half of the pier electrical upgrade project. Therefore, funds are budgeted for this project. Recommendation Authorize PM Realty Group to Enter into a Contract with Belden Consulting Engineers for Design of Pier 2 Electrical Upgrades at Alameda Point in an amount not to exceed $109,500. Respe ully submitte Leslie Little Development Services Director By: Nanette Banks Finance & Administration Manager