2007-07-18 ARRA PacketThe Regular Meeting of the
Alameda Reuse & Redevelopment
Authority (ARRA) scheduled for
July 4, 2007
has been cancelled.
A Special Meeting is scheduled for
Wednesday, July 18, 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
Wednesday, July 18, 2007
Meeting will begin at 7:00 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 June 6, 2007.
2 -B. Review and Approve Subleases for Antiques by the Bay at Alameda Point.
3. REGULAR AGENDA ITEMS
3 -A. Alameda Point Environmental Remediation Update: Installation Restoration Site 1
3 -B. Authorize PM Realty Group to Enter into a Contract with Clyde G Steagall, Inc. for
Construction Management Services for Pier 2 Electrical Upgrades at Alameda Point with a
Total Project Cost Not to exceed $1,719,000.
3 -C. Approve a Contract with Universal Protection Service in an Amount Not to Exceed
$200,000 for Private Security Service at Alameda Point.
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.
ARRA Agenda - July 18, 2007 Page 2
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, June 6, 2007
The meeting convened at 7:26 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
Lena Tam, Boardmember, City of Alameda
2. CONSENT CALENDAR
2 -A
2 -A. Approve the minutes of the Special Meeting of May 8, 2007.
Approval of the consent calendar was motioned by Member Matarrese, seconded by
Member Gilmore and passed by the following voice vote: Ayes — 5; Noes — 0; Abstentions —
0.
3. REGULAR AGENDA ITEMS
3 -A. Oral Report Update — Alameda Point Master Developer
Debbie Potter, Base Reuse and Community Development Manager, summarized the status of the
Master Developer negotiations. Staff and SunCal kicked off the due diligence process on May
13, 2007, and negotiation of the Exclusive Negotiating Agreement (ENA), which will govern the
entitlement process over the next 24 months, is actively underway. The sixty day due diligence
period ends on July 12th and if SunCal elects to go forward with the project, the ENA will be
presented to the ARRA Board for its consideration at a Special meeting on July 18.
Michael Perata, Vice President of Acquisitions for SunCal, arrived late (after Item 3 -B closed),
and Chair Johnson re- opened Item 3 -A in order for him to give SunCal's update on the due
diligence process.
3 -B. ARRA Budget Update
Leslie Little, Development Services Director, gave a powerpoint presentation on the annual
ARRA Budget update. The presentation discussed highlights of the year just completed, and
projections for moving forward. Major highlights include the stabilization of ARRA lease
revenue, payment of full AP Bond, and payment of Citywide Development fee.
4. ORAL REPORTS
4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB)
representative.
There was no report, as the next RAB meeting is tomorrow night (6/7). Member Matarrese will
provide a report at the next ARRA meeting.
5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
There was one speaker, Kevin Kearny, City Auditor, who spoke about lease and procedural
issues at Alameda Point, specifically the results of an interim audit which showed significant
write -offs of tenant rents at Alameda Point. Mr. Kearny wanted to understand the process by
which the ARRA makes decisions regarding tenants that are in arrears with their rent, or that
have other contractual problems. Leslie Little explained that there is a procedure in place given
to staff by the ARRA, that any lease negotiation be brought to ARRA for policy direction. Mr.
Kearny was interested in seeing the documentation that supports the decision of the current lease
(for the specific tenant being referred to).
Member Matarrese requested that this issue be agendized so that it can be discussed formally.
6. COMMUNICATIONS FROM THE GOVERNING BODY
Member deHaan discussed the economic viability of building residential at Alameda Point.
Member Gilmore clarified what Member deHaan meant by "affordability" of homes and
discussed that the economic driver of the project was not just the homes, but the type and mix of
homes that make it market driven for the developer.
7. ADJOURNMENT
Meeting was adjourned at 8:24 by Chair Johnson.
Respectfully submitted,
Irma Glidden
ARRA Secretary
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
July 18, 2007
TO: Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
FROM: Debra Kurita, Executive Director
SUBJ: Review and Approve Subleases for Antiques by the Bay at Alameda Point
BACKGROUND
In accordance with a policy established in 2004, the ARRA governing body reviews and approves all
new and existing Alameda Point subleases with a lease term greater than one year.
DISCUSSION
Attachment A describes the business terms for the two proposed subleases, both of which are for
Antiques by the Bay.
The first lease is a renewal lease for Antiques by the Bay, but a new lease for the company's use of
the Northwest Territory. This area will be used to conduct the monthly Antique Faire while the Navy
uses Taxiway "H ", the current site of the antiques fair, during the remediation of the Seaplane
Lagoon. The rent for ANTIQUES BY THE BAY is 25% of the gross receipts from seller booth
rentals, buyer admissions and parking charges. The minimum fee shall be $60,000. The area they
will be using is approximately 70 acres.
The second lease is for Building 420. The rent for ANTIQUES BY THE BAY is $14,952 annually,
or $0.18 per sq. ft. in the first year, escalating 3% in subsequent years. Antiques by the Bay intends
to use the 6,920 sq. ft. Building 420 for storage of equipment, such as fencing and tables, to support
the monthly Antique Faire. This facility is in poor condition and does not have electric or water
service.
BDUGET CONSIDERATION / FINANCIAL IMPACT
The leases are expected to raise more than $74,952.00 in the first year. These funds will be retained
by the ARRA.
RECOMMENDATION
Approve the proposed sublease agreements.
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
Leslie Little
Development Services Director
By: Nanette Bank
Finance & Administration Manager
Attachment: A. Proposed Sublease Business Terms
B. Site Map
July 18, 2007
Page 2
ATTACHMENT A
PROPOSED SUBLEASE BUSINESS TERMS
TENANT
BUILDING
SIZE (SF)
TERM
RENT
Antiques by the Bay
Northwest
Territory
70 acres
5 yrs
25% of Gross
Receipts ($5,000
minimum)
Antiques by the Bay
420
6,920
5 yrs
$1,246/mo.
ATTACHMENT B
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
July 18, 2007
TO: Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
FROM: Debra Kurita, Executive Director
RE: Alameda Point Environmental Remediation Update: Installation Restoration Site 1
Background
The Alameda Reuse and Redevelopment Authority (ARRA) has participated in the on -going
environmental decision - making process for IR (Installation Restoration) Site 1, the closed landfill at
the northwest corner of Alameda Point, particularly with regard to the former waste disposal area.
On November 9, 2006, the ARRA commented on the Navy's September 2006 Proposed Plan for IR
Site 1. ARRA' s comment letter urged removal of all wastes with offsite disposal, citing two
problems: (1) probable large amounts of hazardous industrial wastes, including intact drums that
have yet to leak and release their contents, and (2) proximity to San Francisco Bay.
On April 11, 2007, the Navy issued its draft Record of Decision (ROD) for IR Site 1 for review and
comment by the Base Closure and Realignment Commission (BRAC) Closure Team (BCT), which
is comprised of the Environmental Protection Agency (EPA), the California Department of Toxic
Substances Control (DTSC), and the State Regional Water Quality Control Board. As with its
Proposed Plan, the Navy's draft ROD prescribes leaving most of the waste in place under a four -
foot thick soil cover. The draft ROD includes responses to comments the Navy received on its
Proposed Plan. In response to ARRA's November 9 comment, the Navy defends its cover -in -place
decision by relying on EPA's presumptive remedy guidance. Based on its extensive experience with
municipal landfills, EPA's 1993 guidance creates the presumption that in -place containment is the
most appropriate clean-up remedy for municipal landfills. Subsequent EPA guidance provides that
its presumptive remedy for municipal landfills, in -place containment, is also applicable to
appropriate military landfills.
At its May 8, 2007, Special Meeting, the ARRA Board approved, with minor modifications, a draft
letter commenting on the Navy's draft Record of Decision for IR Site 1. Based on the developments
discussed in this staff report, that letter was not sent to the Navy. Instead, on June 25, 2007, ARRA
sent the attached letter to EPA expressing concern with the remedy selection process for the former
landfill.
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
Discussion
July 18, 2007
Page 2
Synopsis of ARRA's June 25, 2007, letter to EPA
The purpose of ARRA's June 25 letter was to appeal to EPA in its oversight role of the Navy's
CERCLA cleanup at Alameda Point, expressing ARRA's concern about the course being taken with
remedy selection for the landfill. ARRA's letter makes four points:
1. EPA's presumptive remedy process for municipal landfills should not be used to select
containment for the IR Site 1 landfill. EPA's guidance allows application of the presumptive
remedy process only to "appropriate" military landfills —only to military landfills that are
similar to municipal landfills. ARRA's letter points out that IR Site 1 received wastes for
thirteen years from the base's extensive industrial operations: aircraft, engine, gun, and
avionics maintenance; engine overhaul and repair; plating, stripping, and painting activities;
etc. The probable high fraction of hazardous industrial waste in the landfill makes it unlike
most municipal landfills and an inappropriate landfill for applying EPA's presumptive
remedy process. In addition, EPA's presumptive remedy for municipal landfills is not
suitable for military landfills in areas with high water tables, wetlands, or other sensitive
environments. IR Site 1 has all of these conditions.
2. Whether large amounts of hazardous industrial wastes and intact drums are buried in the
landfill should be investigated before remedy selection. None of the Navy's investigations of
IR Site 1 has included sampling or other direct observation of the buried waste. This should
be done to evaluate whether the landfill contains drums of hazard industrial wastes that are
still intact. Intact drums will eventually leak their contents into the environment. The Navy
has orally represented that most drums were crushed upon burial and that those that did not
rupture initially have failed since and their contents dissipated. This assumption deserves to
be validated by either trenching into the landfill cells or employing some other intrusive
method of investigation because it is critical to remedy selection.
3. The Feasibility Study (FS) overestimates the volume of wastes in the landfill cells, resulting-
in an inflated estimated cost to remove the landfill. The historical information in IR Site 1's
Remedial Investigation report suggests that far less waste was disposed in the landfill than
the Navy's cost calculations assume would have to be excavated and hauled away with the
complete removal alternative. An inflated removal cost could adversely influence the
remedial decisionmaking, which considers cost when selecting the final remedy.
4. The FS fails to consider the alternative of excavating wastes from IR Site 1 and
consolidating them in a properly designed onsite landfill, for example at IR Site 2. A
member of the Alameda Point Restoration Advisory Board recommended that the FS
evaluate relocating the IR Site 1 wastes to a properly designed landfill, presumably in the
runway area near the IR Site 2 landfill. This proposal would eliminate the poorly contained
IR Site 1 landfill, but at a much lower cost than removal with offsite disposal, the alternative
the FS evaluates. The Navy's FS does not adopt this recommendation.
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
July 18, 2007
Page 3
Response to ARRA's June 25, 2007, letter to EPA
ARRA's letter prompted considerable discussion within the BCT, particularly between EPA and the
Navy. In light of ARRA's letter and at the request of EPA and DTSC, the Navy has orally agreed to
conduct trenching into the landfill cells in an effort to better estimate the waste volume and to
confirm the assumption that intact drums of hazardous industrial waste are not present. Further,
EPA has sent the attached letter to the Navy initiating a postponement of the due date for comments
on the draft ROD for IR Site 1 until after the Navy has completed this investigation.
The Navy is working with the EPA, DTSC, and Water Board to prepare a work plan as
expeditiously as possible, so that the trenching can be completed with a minimum of delay in
finalizing the ROD for IR Site 1. ARRA will have an opportunity to review the draft work plan. The
Navy hopes to complete the trenching within the next two months. The Navy and other BCT
members are hopeful that the trenching will confirm the appropriateness of the alternative selected
in the current draft of the ROD. However, all parties recognize that once the investigation is
completed, the findings will inform the final clean up remedy. Regardless of what is learned by
trenching the landfill, both EPA and DTSC want the Navy to select the remedy for the IR Site 1
landfill without using EPA's presumptive remedy process.
All parties have emphasized the importance of addressing ARRA's concerns. Each agency
appreciates the value of demonstrating to the City of Alameda that the remedial decision ultimately
reached for the landfill has a sound technical basis. Depending on the outcome of the Navy's
trenching activities, ARRA's comment letter on the draft ROD for IR Site 1, which the Board
approved on May 8, may need revision. If revisions are required, action on the letter will be
brought to the ARRA Board.
Recommendation
This report is for information only and no action is required.
Respec ly submitted,
DB:DP:sb
e--✓r
David Brandt
Assistant City Manager
By: ebbie Potter
Base Reuse & Community Development
Manager
Attachments: ARRA letter to EPA re: IR Site 1 Remedy Selection, dated June 25, 2007
EPA letter to Navy re: IR Site 1, dated July 10, 2007
Alameda Reuse and Redevelopment Authority
Alameda Point/NAS Alameda
950 W. Mall Square - Building 1
Alameda, CA 94501 -5012
Governing Body
Beverly Johnson
Chair
Marie Gilmore
Boardmember
Frank Matarrese
Boardmember
Doug deHaan
Boardmember
June 25, 2007
Anna -Marie Cook
U.S. Environmental Protection Agency
Region IX, Mail Code (SFD -8 -2)
75 Hawthorne Street
San Francisco, CA 94105 -3901
(510) 749-5800
Fax: (510) 521 -3764
Lena Tam
Vice-Chair Re: Deficiencies with CERCLA Remedy Selection for Area 1 of IR Site 1, the
1943 -1956 Disposal Area, Alameda Point, Alameda, California
Dear
The purpose of this letter is to express ARRA's deep concern with the course that
Debra Kurita selection has taken for Area la of Alameda Point IR Site 1, the 1943 -1956
Executive Director remedy >
Disposal Area, and with the remedy that apparently is about to be selected. Because
David Brandt of its narrow scope and abbreviated evaluation of the data, the Remedial
'uty Executive Director
Investigation (RI) for IR Site 1 is not a useful or sufficient evidentiary foundation
upon which to formulate and compare remedial alternatives. The Feasibility Study
(FS) for IR Site 1, although better drafted than the RI, suffers from omission of
important alternatives and errors in cost estimation, both fatal flaws. The Proposed
Plan and draft ROD are inadequate because they are based on the inadequate RI
and FS.
IR Site 1 will be part of the Public Trust lands in perpetuity. Accordingly, the City,
as trustee of the property, is tremendously interested in assuring that selection and
implementation of environmental remediation at this extremely important site fully
protects public health and the environment in a cost effective manner. While many
aspects of the draft ROD for IR Site 1 appear to be consistent with this
protectiveness goal, ARRA is concerned with the direction this work has taken at
Area 1 a, the seven historic landfill cells.
Introduction
IR Site 1, the 1943 -1956 Disposal Area, is in the northwest corner of Alameda
Point. Within IR Site 1, there are several distinct areas to be remediated. One of
these, Area la, is a grouping of landfill "cells ". The 1943 -1956 Disposal Area was
the main site for waste disposal, and received all waste generated at NAS Alameda
except wastewater while it was in use.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 2
On April 11, 2007, the Navy issued its Draft Record of Decision for Installation Restoration Site
1, 1943 -1956 Disposal Area, Alameda Point, Alameda, California (draft ROD). If the ROD is
signed as proposed, the cleanup for Area 1 a would consist of installing a 4 -foot thick soil cover
over the wastes and applying institutional controls.
Issues
Four deficiencies in the draft ROD's underlying decision documents should be corrected before
the draft ROD is finalized.
1. EPA's presumptive remedy process for municipal landfills should not have been used to
select containment for this military landfill.
2. Uncertainty regarding whether or not large amounts of hazardous industrial wastes and
intact drums are buried in Area 1 a is a data gap that should be investigated before final
remedy selection.
3. The FS overestimates the volume of buried wastes in Area la, resulting in an estimated
cost to excavate all wastes in Area 1 for removal and disposal off -site that is about 300
percent too high.
4. The FS fails to consider the alternative of excavating wastes in Area 1 a and consolidating
them in a properly designed onsite landfill, for example at IR -2.
Inappropriate Use of EPA's Presumptive Remedy Process for Municipal Landfills
Using EPA's presumptive remedy for municipal landfills guidance is not a suitable method for
making remedial decisions for Area 1 a. Nevertheless, the draft ROD selects containment based
on EPA's presumptive remedy process.
In 1993, EPA established guidance and policy directing containment as the presumptive remedy
for municipal landfill sites regulated under CERCLA.1 In 1996, EPA established guidance and
policy directing that the municipal landfill presumptive remedy also applies to all appropriate
military landfills.2
The draft ROD inappropriately uses EPA's presumptive remedy process for at least two
important reasons.
1. The landfill in Area la is unlike municipal landfills.
2. The landfill in Area la is located in an area with a high water table, wetlands, and a
sensitive environment.
The IR Site 1 landfill is unlike municipal landfills
EPA's decision framework to evaluate applicability of the presumptive remedy to military
landfills requires an affirmative answer to the following question: "Do Landfill Contents Meet
Municipal Landfill -Type Waste Definition ?" Specifically:
Presumptive Remedy for CERCLA Municipal Landfill Sites, U.S. Environmental Protection Agency, OSWER
Directive 9355.0 -49FS, September 1993.
2 Application of the CERCLA Municipal Landfill Presumptive Remedy to Military Landfills, U.S. Environmental
Protection Agency, OSWER Directive 9355.0 -67FS, December 1996.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 3
"The...presence, proportion, distribution, and nature of waste are fundamental to the
application of the containment presumptive remedy to military landfills... .
"[M]ost military landfills present only low -level threats with pockets of some high -
hazard waste. However, some military facilities (e.g. ...major aircraft or equipment repair
depots) have a high level of industrial activity compared to overall site activities. In these
cases, there may be a higher proportion and wider distribution of industrial (i.e.,
potentially hazardous) wastes present than at other less industrialized facilities. "3
As a major facility for maintenance and repair of ships and aircraft, Naval Air Station Alameda
was a "major aircraft or equipment repair depot" when the IR Site 1 landfill was operational.
"In the 1940s, as many as 1,500 planes, including seaplanes, were based at NAS
Alameda. ... NARF [Naval Air Rework Facility Alameda] is the largest tenant at NAS
Alameda, employing nearly 5,000 civilians and occupying all or part of 28 buildings
(Figure 6 -4). The primary function of NARF is the maintenance and reworking of aircraft
under the command of the U.S. Pacific Fleet. ... [NAS Alameda] serves as one of only
two deployment points for aircraft carriers on the West Coast. "4
"[The Navy] conducted a variety of operations at Alameda Point, including aircraft,
engine, gun, and avionics maintenance; engine overhaul and repair; fueling activities; and
plating, stripping, and painting activities. "5
"Materials reportedly disposed of at the [West Beach Landfill] included...solvents; oily
waste and sludges; paint waste, strippers, thinners, and sludges; plating wastes; industrial
strippers /cleaners; acids; mercury; polychlorinated biphenyl (PCB)- contaminated fluids
and TAC rags; batteries; low -level radiological wastes ...pesticides...infectious waste;
creosote; and medicines and reagents. ... The material disposed of at [IR Site 1, Area la]
was similar to the material disposed of at the West Beach Landfill. "6
Thus, because the Area 1 a landfill apparently received such a large contribution of hazardous
industrial wastes, the containment remedy should not be presumed most appropriate. Trenching
of the waste cells in Area 1 a would resolve whether they are sufficiently similar to municipal
landfills to use the presumptive remedy process.
'Application of the CERCLA Municipal Landfill Presumptive Remedy to Military Landfills, U.S. Environmental
Protection Agency, OSWER Directive 9355.0 -67FS, December 1996, pp. 2 & 3. (emphasis added)
4lnitial Assessment Study of Naval Air Station, Alameda, California, Ecology and Environment, Inc., April 1983, pp.
6 -3, -10, & -32.
5Final Site Inspection Report, Transfer Parcel EDC -3, Alameda Point, Alameda, California, p. 1 -2, Section 1.3,
March 16, 2006. (emphasis added)
6Initial Assessment Study of Naval Air Station, Alameda, California, Ecology and Environment, Inc., April 1983, pp.
2 -1 & 2 -5.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
Special conditions invalidate using the presumptive remedy approach
June 25, 2007
Page 4
EPA's presumptive remedy process is poorly suited to deciding whether containment is the most
appropriate remedy for Area 1 a because of the environment within which the wastes are buried.
"Site- specific conditions may limit the use of the containment presumptive remedy at
military landfills. For example, high water tables, wetlands and other sensitive
environments...could all be important factors in the selection of the remedy."7
Area la has a high water table — generally three to five feet below ground surface. The wastes
were buried immediately above groundwater, because the trenches into which they were
disposed were dug only to the water table. Approximately 18 acres of wetlands exist on IR Site
1, much of which is over the Area la waste cells. The sensitive shoreline of San Francisco Bay —
the most environmentally important estuary on the U.S. Pacific coast — borders Area 1 a. For
these reasons alone, presumption of the containment remedy is inappropriate.
One result of applying EPA's presumptive remedy for municipal landfills to Area la is that a
remedy can be selected even though the waste in the landfill has not been characterized. In
response to ARRA's comment on the September 2006 Proposed Plan for IR Site 1 — "Navy has
never characterized wastes buried in the Area 1 landfill by sampling or other observation ", the
Navy noted that it had collected samples at 310 locations8 for characterizing the disposal area.
Unfortunately, none of these samples are of the waste material itself. In the face of important
questions about the applicability of the presumptive remedy process, and with such serious
consequences from selecting a remedy that is not protective, characterization of the waste is
imperative.
Hazardous Industrial Wastes and Intact Drums Buried in Area la
Considerable uncertainty surrounds the presence of hazardous industrial wastes in Area 1 a,
especially wastes contained in drums that have yet to fail. Navy reports describe disposal of
wastes, including drums, in Area 1 a.
"The disposal method used by Public Works personnel consisted of digging trenches to
the water table, filling them with waste, and compacting the material with a bulldozer.
Cover material was applied on an irregular basis. Combustion of waste drums occurred
often during bulldozing operations, suggesting that flammable materials were disposed of
in this area. "9
'Application of the CERCLA Municipal Landfill Presumptive Remedy to Military Landfills, U.S. Environmental
Protection Agency, OSWER Directive 9355.0 -67FS, December 1996, p. 3. (emphasis added)
s All quantities in this letter are displayed rounded to two significant digits for ease of reading. Unrounded quantities
are used in all calculations.
9Initial Assessment Study of Naval Air Station, Alameda, California, Ecology and Environment, Inc., April 1983, p.
6 -61.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 5
This description not only establishes that drum disposal occurred in Area 1a and that waste was
buried only above the water table, but it also suggests that little, if any, cover soil is mixed with
the waste, potentially increasing its volume.
Historical records of fires at the Site 1 landfill indicate that some of the drums were ruptured
during burial, but this was incidental to their disposal. Only later, after disposal of drummed
waste had shifted to the successor landfill at IR Site 2, did the Navy intentionally rupture drums
as part of the landfilling operation.
"In the early years of operation, whole drums were buried at the [West Beach Landfill]
(Figure 6 -9). However, following three different fires caused by bulldozers running over
full drums of apparently flammable material, all drums containing liquid waste were
punctured and drained before being buried. "10
The compressibility of wastes disposed in Area 1 a would have varied widely. Accordingly, many
drums would not have failed during burial because of the sponginess of the mass of wastes with
which they were buried. Drums containing solids, rather than liquids, would have been even less
likely to fail during burial in Area 1 a. Serious environmental impacts can result from failure of
drums containing solids, the same as with drums containing liquids, unless the waste solids are
completely insoluble, which few are.
When the topic of intact drums potentially being present in Area la has arisen during Alameda
Point BCT meetings, the Navy's response has been:
1. The drums were intentionally crushed during burial.
2. Wastes in Area 1 a are largely submerged in groundwater. Because the groundwater has a
high salt content, the drums likely have long since corroded to the point of failure in the
50 years or so since the wastes were buried, and contaminants have long since dissipated
in the environment.
These points are inconsistent with the Navy's own description of how it buried its wastes in Area
la.
1. There is no record of any drum- rupturing policy for drum burial in Area 1 a. That practice
began later, after landfilling had shifted to the successor landfill at IR Site 2, and even
then only with respect to drums containing liquids.
2. Because the wastes were buried immediately above the water table, most of the waste is
not in contact with groundwater. Further, some drums are constructed to resist corrosion
because of the materials they are intended to contain. Accordingly, drums that did not fail
at the time of burial may still be intact.
High concentrations of VOCs occur in a groundwater plume in the western portion of IR Site 1.
The plume's highest concentrations are beneath one of the waste cells in Area 1 a, suggesting a
source there. Post - disposal failure of one or more buried drums containing solvent waste is the
most probable source of this groundwater contamination. Aircraft parts storage and maintenance
1° Initial Assessment Study of Naval Air Station, Alameda, California, Ecology and Environment, Inc., April 1983, p.
6 -49.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 6
occurred in this area at one time, but this activity is less likely to be the source of such high
contamination. Elsewhere on Alameda Point, aircraft parts storage and maintenance have not
resulted in such high groundwater contaminant levels. Only major industrial facilities like IR
Sites 4 and 5 typically cause such high contamination. Solvent released from a failed drum could
account for the observed groundwater contamination.
Even if containment were the most appropriate remedy for Area la, the style of containment the
draft ROD contemplates —a permeable, four -foot thick soil cover with no lateral containment —
may not be suitable. It is impossible to make a reasoned decision about the most appropriate type
of containment at Area 1 a without accurately understanding the extent to which intact drums are
still present. This understanding should be obtained by robust, intrusive investigation.
The FS's Estimated Cost for Complete Removal of Area 1 Waste Is Much Too High
The FS for IR Site 1 overestimates the cost for Alternative S1 -5: Complete Removal. The FS 's
erroneous cost estimate derives from an anticipated waste volume that is likely much greater than
actually exists in Area 1. This overestimation of costs may have been an important factor in the
decision to leave the waste in place rather than to remove it.
Alternative S1 -5 assumes that Area 1 (Area la plus Area lb, which is the Burn Area) would be
excavated and that all waste would be removed and disposed off -site. The estimated cost for this
alternative is $92 million, much greater than the $16 million estimated cost for the alternative
selected in the draft ROD— Alternative S1 -4a: Removal of Waste from Area lb, Soil Cover for
Remainder of Area 1 and ICs. Most of Alternative S1 -5's estimated cost -96 percent —is
attributable to site excavation, off -site disposal, and backfilling. Accordingly, if less waste exists
in Area 1 that would be excavated and hauled to an off -site disposal location, the cost of this
alternative would be proportionately reduced. The FS assumes the total volume of buried waste
in Area 1 is 200,000 cubic yards.11
Several methods are available for estimating the volume of waste in Area 1. The simplest method
is to use the quantity provided in the RI —the quantity of solid wastes disposed of at Area 1
ranges from 15,000 tons to 200,000 tons.12 At a refuse density of 1.4 tons /cubic yard13, the
volume of waste disposed in Area 1 ranges from 11,000 to 140,000 cubic yards. Thus, the FS
erroneously assumes the amount of waste available for excavation and removal from Area 1 is at
least 40 percent greater, and as much as 19 times greater, than the amount of waste the Navy
believes it buried there. A proportionate adjustment of Alternative S1 -5's cost estimate yields a
cost range of $4.9 million to $66 million. As a best estimate for this method, the midpoint
volume of the range of wastes disposed in Area 1 is 77,000 cubic yards, yielding an estimated
cost of $35 million, 38 percent of the FS's cost estimate for this alternative.
i 1 Final Feasibility Study Report, IR Site 1, 1943 -1956 Disposal Area, Alameda Point, Alameda, Cahfbrnia, Volume
1, Part B, Bechtel Environmental, Inc., Appendix D, Table D -4.
12 OU -3 Remedial Investigation Report, Final, Volume I of III, Alameda Point, Alameda, California, Navy, August
9, 1999, p. 6 -4.
13 Final Feasibility Study Report, IR Site 1, 1943 -1956 Disposal Area, Alameda Point, Alameda, California, Volume
1, Part B, Bechtel Environmental, Inc., Appendix D, Table D -4.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 7
A second method of estimating the volume of waste in Area 1 is to multiply the area of the
landfill footprint by the thickness of the buried waste. This must be done separately for Areas la
and 1b, because they may have different waste thicknesses, and the volumes added together.
Very little is known about Area lb, so this letter uses the Navy's estimated 60,000 cubic yards14,
although this quantity seems high.
The volume of waste in Area la can be estimated using the following steps:
1. Area la has "seven `cells' surrounded by access roads used for waste disposal (Pacific
Aerial Surveys 1947 and 1949) with a total area of 14.7 acres.... "15 Directly measuring
the area of the `cells' on Figure 1 -3 in the draft ROD, without the access roads, results in
a net waste burial area of about 12 acres.
2. The waste in Area 1 a was deposited in trenches excavated only as deep as the water table.
Thus, the thickness of buried refuse in Area 1 a can be estimated by subtracting the
thickness of the soil cover from the depth to the water table. "[E]valuation found the soil
cover thickness to range from less than 6 inches to 2.5 feet.... Depth to groundwater in
the FWBZ at IR Site 1 ranges from ground surface to approximately 8 feet bgs and
averages 3 to 5 feet bgs (cite). "16 Subtracting the average cover thickness (1.4 feet) from
the average depth to groundwater (4 feet) yields an average waste thickness of 2.6 feet.
3. Multiplying the net area of the waste cells by the average waste thickness yields a waste
volume in Area 1 a of 50,000 cubic yards.
Thus, the estimated volume of buried waste in Area 1 derived by this method is 110,000 cubic
yards - 50,000 cubic yards in Area la plus 60,000 cubic yards in Area lb— slightly more than
half of the volume assumed in the FS. A proportionate adjustment of Alternative 51-5's cost
estimate yields a revised cost estimate of $50 million. This estimate is higher than the revised
cost estimate resulting from the first method, probably because the 60,000 cubic yard value the
FS uses for the volume of wastes in Area lb is conservative. Were it not, the methods would
probably coincide at approximately $35 million.
The volumes derived by these two methods - 77,000 cubic yards and 110,000 cubic yards —are
not so large as to make excavation impractical.
"Although no set excavation volume limit exists, landfills with a content of more than
100,000 cubic yards...would normally not be considered for excavation. ... If excavation
of the landfill contents is being considered as an alternative, the presumptive remedy
should not be used. "17
t4 Final Feasibility Study Report, IR Site 1, 1943 -1956 Disposal Area, Alameda Point, Alameda, California, Volume
1, Part B, Bechtel Environmental, Inc., Appendix D, Table D -4.
15 OU-3 Remedial Investigation Report, Final, Volume I of III, Alameda Point, Alameda, California, Navy, August
9, 1999, p. 6 -3.
16 Final Feasibility Study Report, IR Site 1, 1943 -1956 Disposal Area, Alameda Point, Alameda, California, Volume
1, Part A, Bechtel Environmental, Inc., pp. 2 -15ff & 2 -32.
17 Application of the CERCLA Municipal Landfill Presumptive Remedy to Military Landfills, U.S. Environmental
Protection Agency, OSWER Directive 9355.0 -67FS, December 1996, p. 9.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 8
The buried wastes in Area 1 likely are about 100,000 cubic yards or, more likely, less than
100,000 cubic yards, so excavation can and should be considered, and the presumptive remedy
decisionmaking process should not be used. Of course, trenching or other intrusive investigation
of Area 1 would provide definitive information with which to confidently estimate waste
volumes.
To summarize this issue, the FS's estimated cost to excavate, remove, and dispose off -site all
wastes in Area 1 is unrealistically high because the estimated waste volume upon which it's
based is too high. The cost could be as little $4.9 million and as much as $66 million. The central
tendency estimates arrived at by two independent methods are $35 million and $50 million.
Without characterization of Area 1 to physically measure the waste thickness, higher cost
estimates are too conservative and difficult to justify.
The FS Fails To Consider Consolidating Area la Wastes in an Onsite Landfill
On several occasions RAB members have proposed consideration of an alternative that consists
of excavating Area 1 wastes and placing them in a properly designed onsite landfill, perhaps
adjacent to IR Site 2. On its face, this proposal has merit. It achieves most of the protectiveness
of Alternative S1 -5 at a cost likely to be much less. Presumably the cost of constructing and
monitoring a properly designed onsite landfill would be less than the cost of transporting and
disposing of the same amount of waste in an off -site landfill. With this proposed alternative, the
soil excavated to build the new landfill could be used as backfill in Area 1, resulting in further
cost savings. Because of the substantial likelihood that this alternative is better than any others
under consideration, not including it in remedial decisionmaking for Area 1 is a missed
opportunity.
Summary and Conclusion
1. Remedial decisionmaking inappropriately follows EPA's presumptive remedy selection
process for Area 1 a. This process is not applicable because the Area 1 a landfill is
dissimilar to municipal landfills, the water table is very shallow, wetlands are present,
and the landfill is located in a sensitive environment.
2. Drums of hazardous industrial wastes, which were buried in Area la, are probably still
intact. This should be a fundamental presumption of the remedial decisionmaking unless
robust, intrusive investigation indicates otherwise.
3. The FS's estimation of costs to excavate all Area 1 wastes with removal and off-site
disposal (Alternative S1 -5) is so high as potentially to lead to faulty remedial
decisionmaking. Unless robust, intrusive investigation is completed to verify the amount
of waste present in Area 1, the estimated cost for Alternative S1 -5: Complete Removal
should be lowered to about $35 million. This amount is about twice the cost of the
preferred Alternative S4-1a--$16 million.
4. The alternative of consolidating Area 1 wastes in a properly designed, onsite landfill is
not evaluated in the FS. This alternative has a substantial probability of being superior to
any alternative considered.
Ms. Anna -Marie Cook
U.S. Environmental Protection Agency
June 25, 2007
Page 9
5. Intrusive investigation of Area 1 should be conducted before remedial decisiomnaking
for IR Site 1 proceeds further. Trenching, for example, would provide important
information about whether the landfill is similar to municipal landfills, the extent to
which intact drums are present (and, if present, their contents), and the thickness and
areal extent of the buried wastes for volume estimation. This investigation could be
designed and implemented in a short period of time and would not be very expensive.
Thank you for considering ARRA's concerns about cleanup of this landfill and about the
proposed Record of Decision. If you have any questions or need additional information, please
call me at 510- 749 -5833.
Sincerely,
D bie Pot
Base Reuse and Community Development Manager
cc: Dot Lofstrom, DTSC
Erich Simon, Water Board
Thomas Macchiarella
Peter Russell
July 10, 2007
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
REGION IX
75 Hawthorne Street
San Francisco, CA 94105
Mr. Thomas Macchiarella, Code 06CA. TM
Department of the Navy
Base Realignment and Closure
Program Management Office West
1455 Frazee Road, Suite 900
San Diego, CA 92108 -4310
Re: Review of the Draft Record of Decision for Installation Restoration Site 1,
Alameda Point, Alameda, California, April 2006
Dear Mr. Macchiarella:
The U.S. Environmental Protection Agency (EPA) Region 9 has received the Draft
Record of Decision (ROD) for Installation Restoration (IR) Site 1, Alameda Point, Alameda,
California, dated April 11, 2007. On behalf of the regulatory agencies, DTSC requested a 30 day
extension on the review period, making comments due July 10, 2007.
On June 25, 2007, the Alameda Reuse and Redevelopment Authority (ARRA) sent a
letter to EPA raising concerns regarding data gaps for Area la. Given the significance of the
concerns raised, and per the phone conversation between you and Ms. Anna -Marie Cook (the
lead RPM for EPA at Alameda Point) on July 3, 2007, all parties agreed to extend the draft
review period according to Section 14.2(g) of the FFA. Therefore, the regulatory review for the
Draft ROD for IR Site 1 will end once the data gap concerns for Area la are resolved and we
will forward our final comments on the draft document at that time. In the interim, we are
sending you our draft comments which are enclosed with this letter.
We look forward to working with the Navy in addressing the data gap concerns at Area
la, and moving to draft final on the IR Site 1 ROD.
If there are any questions, please feel free to contact me at (415) 972 -3002.
Sincerely,
Xuan -Mai Tran
Remedial Project Manager
Federal Facilities and Site Cleanup Branch
cc: Andrew Baughman, BRAC PMO, West
Erich Simon, SFRWQCB
Dot Lofstrom, DTSC Sacramento
Peter Russell, Russell Resources, Inc.
Suzette Leith, EPA
John Chesnutt, EPA
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
July 18, 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 Clyde G. Steagall, Inc.
for Construction Management Services for Pier 2 Electrical Upgrades at Alameda
Point with a Total Project Cost Not to exceed $1,719,000
BACKGROUND
At the April 2006 ARRA meeting, the ARRA approved the 20 -year sublease with the Maritime
Administration (MARAD). In considering the lease, the ARRA reviewed a cashflow analysis
for the project, which included approximately $1 million for electrical upgrades for Pier 2. The
estimate was based on the cost for the upgrade for Pier 3, which was done in 2000 -01. In order
to absorb the cost for this project, it was budgeted across two fiscal years. However, because of
the timing of ordering and receiving the electrical transformers, the project was delayed several
months. In January 2007, the ARRA approved the design work for the project in order to be
ready once the transformers arrived.
DISCUSSION
Under the construction contract, the contractor will provide services in three categories:
Electrical:
• Furnish /install the switchgear equipment
• Provide the receptacles and supports
• Provide the electrical conduit and conductors
• Provide the concrete switchgear pads /and concrete for the transformer pads
• Provide ship to shore cable (400 lf)
Structural:
• Install bollards
• Provide transformer shelter
Demolition:
• Remove existing electrical switchgear and transformers from vaults
• Remove existing cable tray in vaults
• Remove existing receptacle mounds
• Remove existing conductors
• All demolished materials to be disposed of off -site except for existing AP &T
transformers.
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
July 18, 2007
Page 2
Bids for this work were issued on October 18, 2006, and two bids were received, from Clyde G.
Steagall and Cornerstone Select. The bid comparison is attached.
The cost estimate for this project in the cashflow was underestimated because it was based on the
cost for Pier 3. Pier 2 is considerably longer than Pier 3 and requires more transformers, more
concrete work, and more supplies. In addition, Pier 2 is moving from an underground electrical
service to an above ground service, which requires more construction for housing and securing
the units. To accommodate the cost, $400,000 saved from the PM Realty contract in fiscal year
2006 -07 will be allocated to the pier project. As the project was originally budgeted in years one
and two of the lease, $900,000 has already been budgeted and also will be applied to the project.
The remaining $310,000 will come from reallocating maintenance priorities with the MARAD
footprint ($150,000 in year one for fendering repairs, $100,000 in insurance, $60,000 in pier
maintenance /repair).
BUDGET CONSIDERATION / FINANCIAL IMPACT
The total project cost is $1,719,000. Of this total, $109,000 will come from ARRA lease
revenue as approved in January 2007; $400,000 will come from PM Realty property
management cost savings; $900,000 will come from ARRA lease revenue budget for electrical
system upgrade, and $310,000 will come from savings in the MARAD cashflow.
RECOMMENDATION
Authorize PM Realty Group to enter into a contract with Clyde G. Steagall, Inc. for construction
management services for Pier 2 Electrical Upgrades at Alameda Point with a total project cost
not to exceed $1,719,000.
Attachment: Bid Comparison
DKILAL/NB:dc
L ie Little
Development Services Director
By: Nanette Banks
Finance & Administration Manager
PM REALTY GROUP
CONFIDENTIAL BID FORM
PIER 2- ELECTRICAL UPGRADE
ALAMEDA POINT, CALIFORNIA
PM REALTY GROUP
Project jPier 2 Electrical Upgrade
Location lAlameda Point
01043-10
1 Mike Steagall I Paul Qualls
916-652-1700 510-490-7911
Clyde G Steagall Inc Cornerstone Select
DIVISION 01 GENERAL REQUIREMENTS
SUPERVISION
$10,000.00
$219,375.00
01060-10
01510-20
PERMIT FEES
N/A
N/A
TEMPORARY PHONE
N/A
$1,600.00
01560-10
ROUGH CLEAN-UP
01560-20
DEBRIS BOXES / ROLL-OFF DUMPSTERS
N/A
N/A
$18,000.00
$16,000.00
01560-30
DUST PROTECTION/BARRICADE
N/A
$3,500.00
MISC. (GENERAL CONDITIONS - List on separate p_ge)
INSURANCE
N/A
$325,466.00
Included
$52,028.75
TAXES
Included
MALL FEE SCHEDULE
N/A
SUBTOTAL
$10,000.00
$635,969.75
DIVISION 02 SITE WORK
02070-
DEMOLITIOD
$75,000.00
02075-10
SAW CUT
SUBTOTAL
N/A
$75,000.00
$8,700.00
$13,800.00
$22,500.00
03330-
DIVSION 03 CONCRETE
CONCRETE SLA
$40,000.00
03368-10
CONRETE CUT & PATCH
N/A
$96,344.00
Ground penetrating radar (Rebar scanning)
$13,800.00
$18,300.00
SUBTOTAL
$40,000.00
$128,444.00
DIVISION 05 METALS
05050-
TESTING LAB SERVICE
05120-
STRUCTURAL STEEL
N/A
$81,600.00
05510-
05520-
MISC. STEEL
STEEL HANDRAILS, RAILINGS
Sheet metal siding
N/A
N/A
$2,500.00
$55,650.00
$54,030.00
$4,800.00
$47,650.00
SUBTOTAL
$81,600.00
$164,630.00
DIVISION 06 WOOD & PLASTICS
06050-10
ROUGH HARDWARE
06110-20
06116-
WOOD BACKING
N/A
N/A
PLYWOOD SUBFLOOR
06200-
FINISH CARPENTRY/MILLWORK
N/A
06229-10
06250-
WOOD BASE
N/A
06255-50
FRP WAINSCOT
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
FLOOR PROTECTION
N/A
N/A
SUBTOTAL
$0.00
$0.00
7/12/2007
2:10 PM
4
PM REALTY GROUP
CONFIDENTIAL BID FORM
PIER 2- ELECTRICAL UPGRADE
ALAMEDA POINT, CALIFORNIA
PM REALTY GROUP
Project _iPier 2 Electrical Upgrade Mike Steagall 1 Paul Qualls
Location Alameda Point 916-652-1700 510-490-7911
Clyde G Steagall lneCornerstone Select
VPILMMMMKKATNAMR 142511P inValgai ir WM MUM MitAV
,,4,44,ig44YOWW,:4Vel:VaWV#S.
•xlesv *n,NAW,444,,M44,41,..4,1re:WW.- 'A.,44WW:i.,PROAg&gg,4,,aiaWavW,41' wema
vqmauAa
DIVISION 07 THERMAL & MOISTURE PROTECTION
07100-
WATERPROOFING
N/A
$10,880.00
07212-10
BATT INSULATION
N/A
N/A
07240-
DRYVIT/E.I.F.S./STO SYSTEM
N/A
N/A
07255-
FIREPROOFING
N/A
N/A
07505-
ROOF CUTTING & PATCHING
N/A
N/A
07510-
ROOFING - WEATHERPROOF ENCLOSURE
N/A
$8,000.00
07620-
SHEET METAL FLASHING/TRIM
N/A
$4,800.00
07900-10
CAULKING
N/A
$0.00
SUBTOTAL
$0.00
$23,680.00
DIVISION 08 DOOR & WINDOWS
08100-10
METAL DOORS & FRAMES
$6,800.00
$4,800.00
08210-10
WOOD DOORS & JAMBS
N/A
N/A
08305-
ACCESS PANELS
N/A
N/A
08410-
GLASS/GLAZING
N/A
N/A
08700-10
FINISH HARDWARE
$1,200.00
$500.00
SUBTOTAL
$8,000.00
$5,300.00
DIVISION 09 FINISHES
09215-
LATH & PLASTER
N/A
N/A
09260-
METAL STUDS & DRY WALL
N/A
$1,000.00
09310-
CERAMIC TILE
N/A
N/A
09460-
STONE FLOOR
N/A
N/A
09518-
ACOUSTICAL TILE CEILING
N/A
N/A
09567-
WOOD FLOORING
N/A
N/A
09650-
RESILIENT FLOORING
N/A
N/A
09678-
RESILIENT BASE
N/A
N/A
09679-
RUBBER TREADS & NOSINGS
N/A
N/A
09685-
CARPET
N/A
N/A
09900-
PAINTING
N/A
$7,500.00
SUBTOTAL
$0.00
$8,500.00
DIVISION 10 SPECIALITIES
10260-
CORNER GUARDS
N/A
N/A
10430-
SIGNS
$250.00
N/A
10430-
LAVATORY SIGNS
N/A
N/A
10522-10
FIRE EXTINGUISHERS
N/A
N/A
10536-
AWNINGS
N/A
N/A
LADDER
N/A
N/A
10800-10
RESTROOM ACCESSORIES
N/A
N/A
SUBTOTAL
$250.00
$0.00
7/12/2007
2:10 PM
4
PM REALTY GROUP
CONFIDENTIAL BID FORM
PIER 2 - ELECTRICAL UPGRADE
ALAMEDA POINT, CALIFORNIA
PM REALTY GROUP I 1
Project
Location lAlameda
1
Pier 2 Electrical Upgrade I Mike Steagall , Paul Qualls
Point r 916-652-1700
510-490-7911
Clyde G Steagall Inc
Cornerstone Select
DIVISION 11 EQUIPMENT
11425-
N/A
N/A
11425-10
N/A
N/A
11425-10
N/A
N/A
SUBTOTAL
$0.00
$0.00
DIVISION 12 FURNISHINGS
12690-10
N/A'
I N/A'
I SUBTOTAL
$0.00
I $0.00
DIVISION 14 CONVEYING SYSTEMS
14200- 'ELEVATORS
N/A
N/A
14550- I CONVEYORS
N/A
N/A
I SUBTOTAL
$0.00
$0.00
DIVISION 15 MECHANICAL
15330-
FIRE SPRINKLERS
N/A
N/A
15400-
PLUMBING
N/A
$2,800.00
15650-
H.V.A.C. INSTALLATION & DISTRIBUTI
N/A
N/A
15940-01
DIFFUSERS & GRILLS
N/A
$975.00
15980-
BALANCING
N/A
N/A
SUBTOTAL
$0.00
$3,775.00
DIVISION 16 ELECTRICAL
16000-
ELECTRICAL
$1,101,378.00
$1,523,058.00
16001-
ELECTRICAL, TEMPORARY
N/A
N/A
16500-01
LIGHT FIXTURES & LAMPS
N/A
N/A
16722-
FIRE ALARM SYSTEM
N/A
N/A
16700-
STEREO (Equip. by Owner)
N/A
N/A
Crane for demo of existing transformers and equipment
$61,680.00
Misc: Credit Back for Salvage
-$200,800.00
SUBTOTAL
$1,101,378
$1,383,938
TOTAL
OVERHEAD & PROFIT
$1,316,228
$324,100.4
$2,700,83
VOLUNTARY
CONCRETE X-RAY
ALTERNATES/ALLOWANCES: (INCLUDES OVERHEAD & PROFIT) i -
1 $ 7,200.001
7/12/2007
2:10 PM
4
PM REALTY GROUP
CONFIDENTIAL BID FORM
PIER 2 - ELECTRICAL UPGRADE
ALAMEDA POINT, CALIFORNIA
PM REALTY GROUP
Project Pier 2 Electrical Upgrade
Location Alameda Point
Mike Steagall Paul Qualls
916- 652 -1700 I 510 - 490 -7911
Clyde G Steagall lndCornerstone Select
7/12/2007 2:10 PM 4
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
July 18, 2007
TO: Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
FROM: Debra Kurita, Executive Director
SUBJ: Approve a Contract with Universal Protection Service in an Amount Not to
Exceed $200,000 for Private Security Service at Alameda Point.
BACKGROUND
The Alameda Reuse and Redevelopment Authority's (ARRA) Lease in Furtherance of
Conveyance with the Navy holds the ARRA responsible for the operation, protection,
maintenance, and repair of the leased premises at Alameda Point. At the April 5, 2006, ARRA
meeting, staff reported on security issues related to the historic structures at Alameda Point. At
that meeting, the ARRA approved purchasing Sentinel Alarm systems for placement in the
vacant buildings. The alarm systems are coordinated with the Alameda Police Department
(APD) and have been effective, leading to several arrests in the areas where the alarms are
installed. During Fiscal Year 2006 -2007, the ARRA also spent $54,786 on new fencing and
chained doors with screwed plywood- covered openings. Despite these security measures, the
property continues to experience incidents of intrusion and vandalism.
DISCUSSION
During the past year, ARRA staff has coordinated crime prevention strategies closely with the
APD. At the recommendation of the police department, security fencing was installed at
strategic entry points of vacant buildings, and property maintenance staff photographs graffiti
before painting over it and provides those pictures to the police department. Property managers
for PM Realty, the company that manages Alameda Point for the ARRA, also perform early
morning patrols of the property and alert the police department if they see any suspicious
activity.
In addition to these existing security measures, the APD also recommended employing a private
security company to patrol the property. Staff solicited proposals for this service and received
three responses, from Bay Alarm, Securitas, and Universal Protection Services.
Staff recommends contracting with Universal Protection Services. While the Universal bid is
approximately $6,000 higher than the lowest bid, Universal has previously worked at Alameda
Monthly
Annually
Bay Alarm
$36,500
$438,000
Securitas
$15,285
$183,420
Universal Protection Services
$15,773
$189,280
Staff recommends contracting with Universal Protection Services. While the Universal bid is
approximately $6,000 higher than the lowest bid, Universal has previously worked at Alameda
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
July 18, 2007
Page 2
Point and is familiar with the property and its potential "hotspots." The company has also taken a
hands -on approach in addressing Alameda Point's security needs. For example, Universal has
suggested that instead of always using car patrols, they could periodically substitute bicycle
patrols, which would be both less expensive for the ARRA and more effective in reaching areas
not accessible by vehicles.
While the proposal for services is $189,280, staff recommends an appropriation of $200,000 to
allow for special occasions and holidays when additional security may be needed. The Alameda
Police Department will confer with Universal Protection Services to ensure maximum
coordination and protection of the property. The $189,279 cost is much lower than the $600,000
spent annually by the Navy under the Cooperative Services Agreement in 1998. Under that
agreement, guards were stationed at the gate 24 -hours a day, and there were two nighttime
rovers.
BUDGET CONSIDERATION/FINANCIAL IMPACT
This contract will result in $189,279 in expenditures from the ARRA fund. An appropriation of
$200,000 will allow for additional security as needed.
RECOMMENDATION
Approve a contract with Universal Protection Service in an amount not to exceed $200,000 for
private security service at Alameda Point.
Resp- tf
Les ie ittle
Development Services Director
By: Nanette Banks
Finance & Administration Manager
Concur:
(22--Q
Walter B Tibbet
Chief of Police
s uarter
Negotiating
Deposit
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'Subtotal Consultant/Legal Services $ 1,760,554 I
TOTAL $ 2,730,148
•
Salary Benefits Total
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City Staff Salary and Benefits
Director, Development Services Department
Base Reuse Division Manager'
Redevelopment Manager
Contract Administrator
Office Assistant, Base Reuse
Other City Staff
(Subotal Salary and Benefits
Consultant/Legal Services
Legal
Eliman Burke Hoffman & Johnson (CAA, DDA)
Fragner, Seifert, Pace and Winograd (CAA, DDA
Shute, Mihaly & Weinberger (Tidelands Trust, CE
Contractual
' These stall members will be billed monthly to the project as a lured percent Full -Time Equivalent employee the remaining City stall and consultants will use timesheets to bill time expended on the project.
CITY OF ALAMEDA • CALIFORNIA
SPECIAL JOINT MEETING OF THE CITY COUNCIL,
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (ARRA), AND
COMMUNITY IMPROVEMENT COMMISSION (CIC)
WEDNESDAY - - - JULY 18, 2007 - - - 7:01 P.M.
Location: City Council Chambers, City Hall, corner of Santa Clara
Avenue and Oak Street.
Public Participation
Anyone wishing to address the Council/Board/Commission on agenda
items or business introduced by the Council/Board/Commission may
speak for a maximum of 3 minutes per agenda item when the subject
is before the Council/Board/Commission. Please file a speaker's
slip with the Deputy City Clerk if you wish to speak.
PLEDGE OF ALLEGIANCE
1. ROLL CALL - City Council, ARRA, CIC
2. AGENDA ITEM
2-A. Recommendation to Approve Exclusive Negotiation Agreement
(ENA) between ARRA, CIC, City of Alameda (Alameda) and SCC
Alameda Point, LLC (SunCal).
3, ADJOURNMENT - City Council, ARRA, CIC
everly J n o Mi or
Chair, Al e and
Redevelopmen Authority and
Community Improvement Commission
CITY OF ALAMEDA
Memorandum
To: Honorable Chair and Members of the Alameda Reuse and
Redevelopment Authority
Honorable Chair and Members of the Community Improvement
Commission
Honorable Mayor and Members of the City Council
From: Debra Kurita
Executive Director /City Manager
Date: July 18, 2007
Re: Exclusive Negotiation Agreement for Alameda Point Between the
Alameda Reuse and Redevelopment Authority, the Community
Improvement Commission, the City of Alameda, and SCC Alameda
Point, LLC (SunCal)
BACKGROUND
On September 21, 2006, Alameda Point Community Partners (APCP) notified the
Alameda Reuse and Redevelopment Authority (ARRA) that it was withdrawing as the
Alameda Point Master Developer five years after it was selected. APCP cited a
downturn in the residential real estate market that no longer supported the $108.5
million land purchase price tentatively negotiated with the Navy as its primary reason for
not moving forward. Following APCP's withdrawal from the project, the Navy agreed to
an ARRA- sponsored process to identify a new master developer. The Navy's
agreement was predicated on a timely process and retention of the $108.5 million
purchase price and the previously agreed upon payment schedule contained in the draft
conveyance term sheet.
At its October 4, 2006, meeting, the ARRA authorized staff to issue a Request for
Qualifications (RFQ) to determine if there were developers interested in becoming the
new Alameda Point Master Developer (Master Developer). SunCal responded to the
RFQ through initial and subsequent responses. On May 8, 2007, the ARRA selected
SunCal as its preferred Master Developer and established a 60 -day due diligence and
Exclusive Negotiation Agreement (ENA) negotiation period.
The 60 -day due diligence period began on May 14 and concluded on July 12. During
that period, SunCal established a comprehensive database on Alameda Point built on
historic and current documents, studies, ordinances, resolutions, and policies related to
Honorable Chair and Members of the Alameda Reuse and July 18, 2007
Redevelopment Authority Page 2 of 5
Honorable Chair and Members of the Community Improvement Commission
Honorable Mayor and Members of the City Council
the base. Items provided to SunCal ranged from Navy environmental clean -up
documents and ARRA leases to historic preservation studies and wetlands delineation
maps. SunCal summarized each document received as part of its due diligence
exercise. In addition, SunCal met with staff and ARRA consultants for briefings on
affordable housing, historic preservation, fiscal neutrality, the Public Trust, the Biological
Opinion, environmental clean -up activities and status, and leasing activity. Staff also
facilitated informational meetings between SunCal and the Navy as well as
environmental regulators. Simultaneous with this due diligence effort, SunCal worked
with staff to negotiate an ENA as discussed below.
DISCUSSION
The purpose of the ENA is to (1) define the redevelopment and entitlement of the
Alameda Point project site; (2) provide a framework for the negotiation of a Disposition
and Development Agreement (DDA) for Alameda Point; and (3) establish a process for
negotiating and executing various other transaction documents, such as California
Environmental Quality Act (CEQA) documents, and third -party agreements like the
Finalized Navy Term Sheet. The ENA is attached.
Staff and SunCal met on numerous occasions over the last 60 days to negotiate the
provisions of the ENA. The following summarizes the major terms of the agreement:
1) Length of Term. The term of the ENA, including completion of CEQA review, all
entitlements, and a DDA, is 24 months. A "progress extension" is automatically
provided if: (i) all mandatory milestones have been achieved; (ii) review of the
Project under CEQA is in process; and (iii) a complete Entitlement Application
has been submitted and is pending before the City. The extension will continue
until Alameda takes action on the Entitlement Application or, if slowed by
litigation, until litigation on the project is resolved. A one -year extension may also
be considered by mutual agreement of the ARRA Board and SunCal.
2) Schedules of Performance. The ENA provides Schedules of Performance that
include all mandatory and non - mandatory milestones. Mandatory performance
milestones consist of specific SunCal submittals, such as Development Concept,
Infrastructure Plan, Business Plan, and Entitlement Application. Mandatory
milestones must be completed within specified timelines and are subject to
administrative extensions within the overall time frame of the ENA. A midpoint
Conditional Acquisition Agreement (CAA) is an optional task and can be pursued
if desired by SunCal. The CAA is not a required milestone and will not affect the
completion of the mandatory milestones.
Third -party agreements are non - mandatory milestones. If any third -party
agreement, such as special legislation for Tidelands Trust, is not finalized before
Honorable Chair and Members of the Alameda Reuse and July 18, 2007
Redevelopment Authority Page 3 of 5
Honorable Chair and Members of the Community Improvement Commission
Honorable Mayor and Members of the City Council
the DDA is approved, then the DDA will outline performance milestones for
finalizing any outstanding third -party agreements and any remedies for not
meeting those milestones. Exhibit B of the ENA outlines the proposed timelines
for both mandatory and non - mandatory milestones. Additionally, the ENA
requires that SunCal submit a Project Master Schedule to the ARRA within 30
days of execution of the ENA and on a quarterly basis thereafter.
3) Initial Payment and Cost Recovery. SunCal paid $100,000 to the ARRA at the
commencement of the ENA negotiations, and within five days of execution of the
ENA, will pay an additional $900,000 to the ARRA for a total of $1 million. The
deposit will be placed in an interest - bearing account and will be applied to the
land purchase price, if the project site is conveyed to the Developer. If SunCal
defaults under the terms of the ENA or terminates this agreement, it forfeits any
right to the $1 million.
The ENA also includes cost recovery provisions that require SunCal to reimburse
the ARRA for its pre - development costs, including third -party consultant and legal
costs and ARRA staff time. The ENA also outlines provisions for amending the
budget, as necessary. Exhibit C of the ENA is the proposed cost recovery Annual
Budget, which is estimated at $2.7 million over the 24 -month term of the ENA.
SunCal estimates that it will expend approximately $10 million during the ENA
period.
4) Project Labor Agreement. SunCal has agreed to negotiate in good faith to
enter into a project labor agreement for the construction trades.
5) Fiscal Neutrality. The ENA includes provisions for the mitigation of any adverse
impacts of the project on the current and future General Fund budget. In addition,
the provision in the ENA related to the use of tax increment financing places a
priority on the Community Improvement Commission (CIC) and ARRA honoring
their debt and operating expense obligations before tax increment funding flows
to the project.
6) Project Pro Forma. The required components of the Project Pro Forma, jointly
prepared by Alameda and SunCal, are outlined in the ENA and include provisions
related to profit participation and the Internal Rate of Return (IRR). As currently
proposed, the IRR shall be based on all appropriate costs, with eligible costs to
be negotiated at a later date, and achieve a 20 to 25 percent return to developer,
provided, however, that the precise IRR shall be subject to negotiation of the
parties as part of the DDA. Additionally, any profit participation by the CIC from
the project, if public tax increment financing is used, will occur after SunCal
receives the IRR negotiated as part of the DDA.
Honorable Chair and Members of the Alameda Reuse and July 18, 2007
Redevelopment Authority Page 4 of 5
Honorable Chair and Members of the Community Improvement Commission
Honorable Mayor and Members of the City Council
7) Existing City Leases /Uses. There are four existing City uses specified in the
ENA that will be continued after transfer of the land from the CIC to SunCal.
These uses include City Hall West (Building 1), Fire Station #5 (Building 6),
Alameda Power & Telecom Headend (Building 2, Wing 3), and the O'Club
(Building 60). If SunCal decides to redevelop any of these buildings, it will be
responsible for relocating the public use to a comparable facility at its sole
expense. Other existing City uses or leases may be included in the final
development plan but will be negotiated as part of the DDA.
8) Transfers. As stated in the RFQ process, SunCal does not self- finance
development projects, but instead seeks equity funds from third -party partners.
While SunCal may invest some equity funds into the project, its primary
contribution to the project will be expertise and experience successfully facilitating
complex development projects. Given this partnership structure, it is crucial for
SunCal that the ENA allow for an automatic transfer to a developer entity that will
include SunCal and its third -party equity partner, subject to certain terms and
conditions to which all parties can agree. The resulting ENA has terms and
conditions that allow automatic transfers while protecting Alameda's long -term
interest and investment in Alameda Point.
There are three major components of the agreed upon terms and conditions of
the automatic transfer provision:
(i)
Financial Stake. It is important that SunCal have sufficient financial
stake in the project to create an incentive for it to remain committed to
the project. The ENA states SunCal must contribute at least 15 percent
of the cash capital required to fund the pre - development phase of the
project, and at least five percent of the equity required for funding the full
implementation of the project, subject to further negotiation in the DDA.
(ii) Day -to -Day Management and Control. The ARRA selected SunCal
through a competitive RFQ process and will be assured that the SunCal
principals represented to the ARRA as the project leadership and team
remain in control of the day -to -day management of the project. The
ENA does not allow SunCal to be removed from day -to -day control of
the project unless the replacement project management entity is
acceptable to the ARRA.
(iii) Removal of Developer. The ARRA selected SunCal based on its
specific qualifications and expertise. Therefore, the ENA states that the
ARRA must consent to the removal of SunCal during the pre -
development phase, and that the DDA will specify the terms of a
Honorable Chair and Members of the Alameda Reuse and July 18, 2007
Redevelopment Authority Page 5 of 5
Honorable Chair and Members of the Community Improvement Commission
Honorable Mayor and Members of the City Council
"qualified developer" for potential replacement of SunCal during project
implementation.
Upon execution of the ENA, SunCal will commence its 24 -month process to achieve the
milestones outlined in the ENA Schedule of Performance.
BUDGET CONSIDERATION /FINANCIAL IMPACT
There is no financial impact on the General Fund, CIC, or ARRA budgets. The cost
recovery provision in the ENA will ensure that the selected developer pays for staff
costs and consultant expenses.
RECOMMENDATION
Appro e the Exclusive Negotiation Agreement with SCC Alameda Point, LLC.
ectfully s it
Leslie A. Little
Development Services Director
By:''riebbie Potter
Manager, Base Reuse & Community Development Division
By: innier Ott
Redevelopment Manager
LAL /DP /JO:sb
Attachment
1. Alameda Point Exclusive Negotiation Agreement
‘-in
ALAMEDA POINT
EXCLUSIVE NEGOTIATION AGREEMENT
THIS ALAMEDA POINT EXCLUSIVE NEGOTIATION AGREEMENT (this
"Agreement ") is entered into as of July , 2007 (the "Effective Date "), by and between the
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, 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 existinglunder
the State of California (the "ARRA "), the COMMUNITY IMPROVEMENT COMMISSION
OF THE CITY OF ALAMEDA, a public body corporate and politic (the "C1C "), and the
CITY OF ALAMEDA, a municipal corporation (the "City ", and together with ARRA and CIC,
"Alameda ") and SCC Alameda Point LLC, a Delaware limited liability company
( "Developer "). Alameda and Developer are individually referred to as a "Party" and
collectively referred to as the "Parties ".
RECITALS
This Agreement is entered into upon the following facts, understandings and intentions of
the Parties:
A. The United States of America, acting by and through the Department of the Navy
( "Navy ") is the owner of certain real property located within the City of Alameda, State of
California commonly referred to as the former Alameda Naval Air Station, now known as
"Alameda Point ", which was closed as a military installation and is subject to disposal pursuant
to and in accordance with the Defense Base Closure and Realignment Act of 1991, as amended
(Pub. Law No. 101 -510). The property that is the subject of this Agreement consists of
approximately 1000 acres located at Alameda Point referred to as "Phase 1 ", "Phase 2"
(including the area commonly known as the "Northwest Territories "), and "Phase 3" (which is
included strictly for purposes of entitlement at a programmatic level) (collectively, the "Project
Site "). Phase 1, Phase 2 and Phase 3 are shown on the "Map of the Project Site ", attached
hereto as Exhibit A. Phase 1 and Phase 2 are sometimes referred to collectively as the
"Property ". Certain portions of Alameda Point are not part of the Project Site.
B. In accordance with procedures established under federal and California state law
governing the planning, disposition and reuse of closed military bases, ARRA adopted the
Alameda Point Community Reuse Plan (the "Community Reuse Plan ") on January 31, 1996,
with subsequent amendments in 1997.
C. On March 3, 1998, the City Council of the City approved and adopted (1) the
Community Improvement Plan (the "APIP Community Improvement Plan ") for the Alameda
Point Improvement Project (the "APIP Project ") by Ordinance No. 2754. The property subject
to the APIP Community Improvement Plan is referred to herein as the "APIP Project Area ".
The Project Site is located within the APIP Project Area.
D. Subsequently, in October 1999, the Navy issued a Final Environmental Impact
Statement for the Disposal and Reuse of Naval Air Station Alameda and the Fleet and Industrial
1
Supply Center, Alameda Annex and Facility. The Record of Decision regarding the disposal and
reuse was issued by the Navy on February 29, 2000.
E. The Navy and ARRA entered into a Lease in Furtherance of Conveyance dated
June 6, 2000, as amended by that certain Amendment No. 1 to the Lease in Furtherance of
Conveyance between the United States of America and the Alameda Reuse and Redevelopment
Authority for the Former Naval Air Station Alameda, dated November 28, 2000 (the "LIFOC "),
and a No -Cost Economic Development Conveyance Memorandum of Agreement dated June 6,
2000 (the "EDC MOA ").
F. In 2003, the City amended its General Plan to incorporate the policies and land
use designations contained in the Community Reuse Plan. The allowable number of residential
units and commercial square footage differed from those contained in the ARRA's 1998 EDC
application. As a result, the Navy questioned whether ARRA remained eligible for a No -Cost
EDC. In lieu of submitting an amendment to the No -Cost EDC application, ARRA elected to
negotiate a "For- Cost" EDC with the Navy.
G. In 2004, ARRA committed $3.5 million to a pre - development effort to: (1)
prepare a land plan in conjunction with the community that would identify key entitlement issues
and provide more certainty to the project approval process and which culminated in the Alameda
Point Preliminary Development Concept dated February 1, 2006, prepared by ROMA Design
Group (the "PDC "); and (2) negotiate a draft conveyance term sheet ( "Draft Navy Term
Sheet ") with the Navy.
H. On October 4, 2006, ARRA authorized a Request for Qualifications ( "RFQ ")
process to select a developer willing to redevelop the Project Site. SCC Acquisitions, Inc., a
California corporation ( "SCC Acquisitions "), an affiliate of Developer, responded to the RFQ
through an initial response on or about December 4, 2006 and through a subsequent response on
March 8, 2007 (the "Developer Response ").
I. On May 8, 2007, based on the Developer Response, ARRA selected SCC
Acquisitions to have an exclusive 60 -day due diligence period (the "Due Diligence Period ") to
determine its interest in becoming the new master developer of the Project Site and entering into
this Agreement.
J. On May 14, 2007, ARRA and SCC Acquisitions dba SunCal Companies entered
into that certain Alameda Point Memorandum of Agreement (the "Developer MOA "), which,
among other things, established a sixty (60) day period for the negotiation of this Agreement.
K. The purposes of this Agreement are to (1) define the redevelopment and
entitlement of the Project Site (the "Project ") (2) provide a framework for the negotiation of the
terms of a Disposition and Development Agreement (the "DDA ") for the Project and the
Property, and (3) establish timeframes for and to set forth the process by which the Parties shall
negotiate and execute the DDA and the Transaction Documents (as defined in Section 3 below).
In consideration of the mutual covenants contained herein, Alameda and Developer agree
as follows:
2
Section 1, Negotiations.
1.1 Good Faith Negotiations. The Parties, during the Exclusive Negotiation Period
set forth in Section 2.1 of this Agreement, shall negotiate diligently and in good faith to prepare
the Transaction Documents (as defined in Section 3 below) and complete the tasks set forth in
Section 3 below relating to the Project . and the Project Site.
1.2 Exclusive Negotiations. During the Exclusive Negotiation Period, Alameda
covenants and agrees that it shall negotiate exclusively, with Developer regarding the Project and
the Project Site and shall not solicit, market to or negotiate with any other person or entity
regarding the Project and the Project Site or solicit or entertain bids or proposals to do so; except
that Alameda may, in the routine course of governmental affairs, contact (or be contacted by),
discuss, or meet with the Navy or any other governmental entity or Alameda may respond to
inquiries regarding Phase 3, and Developer acknowledges that such contact, discussions,
meetings, or responses may pertain in whole, or in part, to the Project and/or the Project Site.
The Parties acknowledge that the Navy may, in its discretion, pursue an alternative disposition of
the Phase 3 portion of the Project Site.
1.3 Not a DDA. The Parties do not intend this Agreement to be a DDA, purchase
agreement, ground lease, license, option or similar contract.
Section 2. Term.
2.1 Tenn of this Agreement. The term of this Agreement (the "Exclusive
Negotiation Period ") shall commence on the Effective Date and, subject to extension pursuant
to Section 2.2 below, shall terminate on the second anniversary of the Effective Date.
2.2 Extension of the Exclusive Negotiation Period.
2.2.1 Mutual Extension. The Parties acknowledge that their ability to prepare
the Transaction Documents and complete the tasks set forth in Section 3 below is dependent to
some extent on reaching agreement with certain third parties, including the Navy (for the transfer
of the Property) and the California State Lands Commission (with respect to the public trust),
and may also be dependent on achieving certain regulatory approvals and satisfying certain other
conditions that are outside of their control. If before the execution of the DDA by the Parties,
any of such third -party agreements, regulatory approvals or other conditions are not finalized,
obtained or satisfied, then to the extent practical the Parties shall in good faith negotiate the DDA
and characterize such third -party agreements, regulatory approvals or other conditions as
conditions precedent to the obligations of the Parties to the close of escrow for conveyance of the
Property pursuant to the DDA. Notwithstanding the foregoing, if the Parties are unable to meet
the date for completion of the Non - Mandatory Milestone (as defined in Section 4.3 below) for
the DDA set forth on the Schedule of Performance (Non - Mandatory Milestones) attached hereto
as Exhibit B -2 (the "Non - Mandatory Milestone Schedule of Performance ") due to the
inability of the Parties to complete a Transaction Document because of the action(s) or
inaction(s) of a third party, then the Exclusive Negotiation Period may be extended up to one (1)
year by the mutual agreement of Developer and Alameda (as determined by its Board of
Directors, Board of Commissioners and City Council).
3
2.2.2 Progress Extension. If Alameda can make the following findings (as
determined by its Board of Directors, Board of Commissioners and City Council): (a) that
Developer has met all of the Mandatory Milestones (as defined in Section 4.2 below), as the
same have been extended as provided herein, or except to the extent the Mandatory Milestone for
the Project Pro Forma (as defined in Section 3.2.4 below) has been waived by Alameda pursuant
to Section 4.2.2 below; (b) Developer has provided a Project description sufficient to permit the
City to review the Project under the California Environmental Quality Act (Public Resources
Code §§ 21000 - 21177) ( "CEQA "); and (c) Developer's Entitlement Application (defined in
Section 3.2.6 below) has been filed with the City, the Exclusive Negotiation Period shall be
extended automatically until Alameda has made its final determination with respect to the
approvals requested in the Entitlement Application and the period for any legal challenge thereto
has passed without such challenge, or if such challenge has been made, such challenge has been
fully and finally resolved.
2.2.3 Litigation Force Majeure Extension. The Exclusive Negotiation Period
shall be extended automatically in the manner provided in Section 5 below.
2.3 Expiration of the Term of this Agreement. This. Agreement shall automatically
terminate upon the earlier of (i) the effective date of a Conditional Acquisition Agreement (the
"CAA ") (as described in Section 3.3 below) executed by the Parties, or (ii) expiration of the
Exclusive Negotiation Period, as extended pursuant to Section 2.2 above, and neither Party shall
have any further right or obligation under this Agreement except with respect to any obligation
which expressly survives the termination or expiration of this Agreement.
Section 3. Tasks to be Completed. During the Term, Alameda (or the applicable constituent
thereof) and Developer shall negotiate diligently and in good faith the following agreements or
documents and use commercially reasonable efforts to complete the following tasks within the
time periods provided in the Schedules of Performance (as defined in Section 4.1 below) as the
same may be amended pursuant to Section 2.2 above. The term "Transaction Documents"
shall include all documents, plans and agreements described in this Section 3.
3.1 Finalized Navy Term Sheet. Developer shall participate with Alameda to
negotiate with the Navy to finalize the Draft Navy Term Sheet, setting forth the terms and
conditions for the conveyance of Alameda Point to ARRA, in a manner satisfactory to Alameda
and Developer (the "Finalized Navy Term Sheet "), which shall, to the extent possible, be
consistent with the Plans (as defined in Section 3.2 below) and other objectives contained herein.
3.2 Project Planning. Developer, at its sole cost, but subject to review and comment
by Alameda, shall generate the necessary analysis, plans, studies and pro formas to be able to
fully describe all aspects of the proposed Project and to prepare the DDA (and, if applicable, a
CAA). Developer shall work with and make presentations to staff, elected and appointed
representatives of Alameda, other governmental entities and community stakeholder groups as
mutually determined by the Parties to permit preparation of the DDA (and, if applicable, a
CAA). The purposes of these presentations will be to keep decision makers abreast of the
process and to solicit input from key stakeholders regarding the plan. The final DDA (and, if
applicable, a CAA) shall be based on and incorporate the following plans (collectively, the
"Plans ") and the Project Pro Forma (as defined in Section 3.2.4 below):
4
3.2.1 Development Concept. Developer shall prepare a "Development
Concept" setting forth conceptual designs for the Project and Project Site and a fully descriptive
program of uses. The Development Concept shall include an update of that certain Sports
Complex Master Plan prepared by Moore lacofano Goltsman, Inc. dated May 19, 1997 (the
"Sports Complex Master Plan "). It shall include a description of the phasing plan for the
Project and a proposed scope of work and schedule of performance, including all key milestones
for design, development and construction to completion of the Project.
3.2.2 Infrastructure Plan. Developer shall prepare an "Infrastructure Plan"
which shall set forth the existing infrastructure associated with the Project Site and shall describe
improvements and engineering required to implement the proposed Development Concept. In
preparation of the Infrastructure Plan, Developer shall analyze the existing infrastructure and
prepare a detailed analysis of infrastructure requirements, including a circulation, traffic,
transportation and parking plan, a phasing plan and a financing plan (including initial
construction cost estimates) for development of required infrastructure. The Infrastructure Plan
shall include analysis of the environmental and geotechnicaI condition of the Project Site and
identification of environmental issues to be resolved and associated cost estimates.
3.2.3 Business Plan. Based upon the Development Plan and the Infrastructure
Plan, Developer shall prepare a "Business Plan" that describes the financial and organizational
characteristics of the Project in detail sufficient to support negotiation of the DDA (and, if
applicable, a CAA). Specifically, the Business Plan will (i) include an organizational plan, a
marketing program, a phasing and financing plan, a public benefit plan, a public financing plan,
a feasibility analysis, a project schedule, a project pro forma in electronic spreadsheet fonnat, (ii)
include documentation and descriptions of all key cost and revenue assumptions and resulting
financial returns, and any additional supporting narrative, (iii) include Developer's plan for
financing the Project and related financial assurances, and (iv) provide an overview of how the
Project will commence, function, achieve success, manage risk, raise capital and provide fiscal
neutrality to Alameda (as described in Section 3.2.4.2), taking into account initial assessments of
infrastructure cost and phasing, environmental issues, market analysis, economic modeling,
financial modeling and other required technical studies. The Business Plan shall be consistent
with Section 3.7.5 hereto. It is the intent of the Parties that negotiations of the Business Plan
shall be contemporaneous with negotiations of the Development Concept.
3.2.4 Project Pro Forma. Alameda and Developer shall jointly prepare a pro
forma for the Project (the "Project Pro Forma "). Alameda and its financial consultant shall
control and maintain the Project Pro Forma, which shall be made readily available to Developer
in electronic spreadsheet format. The Project Pro Forma shall reflect that except as described in
Section 3.7.5 below, Alameda shall have no financial obligation associated with Developer's
development on, or related to, the Project Site. The Project Pro Forma shall contain all financial
considerations of the Project to be incorporated into the DDA, including a method for calculating
the following elements:
3.2.4.1 IRR. The unleveraged internal rate of return ( "IRR ") to
Developer for the Project, which IRR shall be based upon all appropriate costs (as defined in the
Project Pro Forma), including personnel costs, incurred by Developer directly related to the
Project and the Project Site, including pre - development expenditures and an agreed upon general
5
and administrative fee, to achieve an IRR to Developer of twenty percent (20 %) to twenty -five
percent (25 %), provided, however, the precise IRR shall be subject to negotiation of the Parties
as part of the DDA.
3.2.4.2 Fiscal Neutrality. Developer shall cooperate in implementing a
municipal services district or other funding mechanism(s) (public or private) to ensure the
Project is fiscally neutral with respect to the City General Fund. The funding mechanism is
intended to (a) result in no negative impact to the City's General Fund, taking into consideration
the reasonably anticipated revenues to the City's General Fund from the Project Site, and (b)
avoid negative effects to the existing or future operations of the City. The model for the funding
mechanisms provided in the Project Pro Forma shall provide for future fiscal neutrality and
preserve the current fiscal neutrality with respect to the General Fund, which shall include
funding for normal and customary municipal services, such as police and fire services.
3.2.5 Entitlement Plan. Developer shall develop an "Entitlement Plan" for the
Project and the Project Site that shall include a list and provide a timeline for obtaining all land
use entitlements and approvals it will seek from the City, including (a) a General Plan
amendment, if required, (b) a master plan (the "Master Plan ") pursuant to the MX zoning
designation in the Alameda Municipal Code (the "MX Zoning ") for the development of the
Project Site, (c) a zoning amendment(s), (d) subdivision approval, (e) a development agreement
(the "Development Agreement ") prepared pursuant to California Government Code Section
65864 et seq., vesting in Developer the right to develop the Project to the scope, uses, densities
and intensities described in the Master Plan and other implementing regulatory documents and
necessary to implement the Development Plan, (f) environmental review pursuant to CEQA, and
if applicable, the National Environmental Policy Act ( "NEPA "), (g) an agreement between
Developer and Alameda to provide for expedited processing by the City of all land use
entitlement applications including all environmental review required under CEQA and funding
thereof by Developer (the "Expedited Processing Agreement "), and (h) such other entitlements
and approvals as Developer may request for the Project Site. Developer shall use Best Efforts
(as defined in Section 15.5 below) to implement and prosecute to completion the Entitlement
Plan.
3.2.5.1 Project Master Schedule. As a component of the Entitlement
Plan, the Developer shall prepare and maintain a project master schedule (the "Project Master
Schedule ") that sets forth, in reasonable detail, the expected tasks necessary to complete all of
the Mandatory and Non - Mandatory Milestones, Entitlements, and at the Developer's discretion,
subsequent approvals and the anticipated dates that these tasks are expected to be completed.
The Developer shall submit the initial Project Master Schedule to the ARRA within thirty (30)
business days from the Effective Date of this Agreement and shall update such schedule and
deliver the updated schedule to the ARRA on a quarterly basis thereafter.
3.2.6 Entitlement Application. In order to meet the Mandatory Milestone for
the Entitlement Application, Developer shall submit its application for the following items
contemplated in the Entitlement Plan: (i) an initial draft of the Master Plan which shall include
all applicable components required under MX Zoning; (ii) application for CEQA review; and
(iii) an Expedited Processing Agreement (collectively, the "Entitlement Application ").
Subsequent to submittal of the Entitlement Application, Developer shall use Best Efforts to
6
submit all required supplemental information sufficient for the Entitlement Application to be
promptly determined to be complete by Alameda. Subsequent approvals will be necessary in
order to develop the Project, which may include, without limitation, development plans; master
demolition, infrastructure, grading and phasing plan; subdivision approvals; design review
approvals; demolition permits; improvement agreements; infrastructure agreements; grading
permits; building permits; site plans; sewer and water connection permits; and other similar
requirements.
3.3 CAA. On Developer's request and using the information developed in the Plans,
Alameda and Developer shall negotiate a CAA which will provide the framework for the
proposed transaction and the terms of the DDA, including but not limited to, the terms by which
ARRA shall acquire and convey the Property to Developer (the "Property Transfer(s)"). If a
CAA is developed within the Exclusive Negotiation Period, it is the intent of the Parties that the
CAA will set forth (i) a development program consistent with the Plans and the Project Pro
Forma and (ii) the terms and conditions precedent to the Property Transfer(s) including, without
limitation, approval of the CEQA Documents (as defined in Section 3.4 below) and the DDA by
Alameda. Upon the request of Developer, Alameda shall take all necessary action to place the
CAA on the agendas of each constituent of Alameda for a determination by each as to whether to
approve the CAA and upon approval thereof, Developer and Alameda shall execute the CAA.
The CAA shall also include provisions described in Section 3.6.6 below.
3.4 CEQA Documents. The Plans shall be of sufficient specificity to permit the
subsequent preparation of the documents required for environmental review of the Project as
required by CEQA (the "CEQA Documents "), including an environmental impact report or
such other information and reports as may be required to permit Alameda to comply with the
requirements of CEQA. Preparation of the CEQA Documents shall be a Non- Mandatory
Milestone and shall commence following satisfaction of the Mandatory Milestone for the
Entitlement Application. Execution of the DDA by the Parties and the closing of the Property
Transfer(s) under the DDA shall be contingent upon certification of the CEQA Documents and
adoption of the mitigation measures described therein.
3.5 Conditions to Property Transfer(s). The following shall be conditions precedent
to the Property Transfer:
3.5..1 An amendment of the EDC MOA to permit a conveyance of the Property
from the Navy to ARRA in accordance with the Finalized Navy Term Sheet (the "EDC MOA
Amendment ").
3.5.2 As required by the Finalized Navy Tel in Sheet, Developer shall provide
evidence adequate to ARRA of Developer's ability to secure environmental insurance, including
but not limited to a Cleanup Cost Cap policy and a Pollution Legal Liability policy (the "PLL
Policy ") or policies to the extent such are required to execute any necessary Early Transfer,
provided that the PLL Policy shall not only be acceptable to the Navy, but shall also be
acceptable to Alameda and shall name Alameda as additional insured(s), which acceptance by
Alameda shall not be unreasonably withheld.
7
3.5.3 Environmental documents including financial assurance to regulators,
early transfer package including a Finding of Suitability for Early Transfer (the "FOSET ") and
Covenant Deferral Request (the "CDR "), Environmental Services Cooperative Agreement (the
"ESCA ") or Early Transfer Cooperative Agreement (the "ETCA ") or similar agreement, and
consent orders among the environmental regulatory agencies and other State of California and
federal officials to the extent such documents are necessary to facilitate conveyance of the
Property pursuant to the schedule of performance to be included in the DDA.
3.5.4 A tidelands trust exchange agreement or similar agreement between the
City and the California State Lands Commission to implement the exchange of lands into and out
of the tidelands trust area (the "Tidelands Trust Exchange Agreement "), pursuant to California
legislation adopted in 1999.
3.5.5 An amendment of that certain Memorandum of Agreement Among the
United States Navy, the Advisory Council on Historic Preservation and the California State
Historic Preservation Officer Regarding the Layaway, Caretaker Maintenance, Leasing and
Disposal of Historic Properties on the Former Naval Air Station, Alameda, California, dated
September 1, 1999 (the "Section 106 Memorandum ").
3.5.6 A predator management agreement or similar agreement ( "Predator
Management Agreement ") among Alameda, Developer and the U.S. Fish & Wildlife Service
(the "USFWS ") or other parties related to the effort to manage the predators of the California
Least Tern pursuant to the Biological Opinion issued by the Navy on March 22, 1999 (the
"USFWS Biological Opinion "), in furtherance of the Endangered Species Act.
3.5.7 Environmental review of the Project pursuant to CEQA, and if applicable,
NEPA, and certification by the lead agency of the CEQA Documents (collectively,
"Certification "), with all relevant appeal periods with respect to each such Certification having
expired without the filing of a challenge or appeal, or if a challenge to or appeal of any
Certification is filed, with such challenge or appeal resolved in a manner reasonably satisfactory
to Developer that shall permit construction of the Project substantially as described in the DDA
and the Entitlement Application filed with Alameda.
3.5.8 Approval by the City and, as applicable, the CIC, ARRA or any other
relevant governmental agency, of the following zoning and entitlement applications and
agreements for the Project( "Approvals "), with all relevant appeal periods with respect to each
such Approval having expired without the filing of a challenge or appeal, or if a challenge to or
appeal of any Approval is filed, with such challenge or appeal resolved in a manner reasonably
satisfactory to Developer that shall permit construction of the Project substantially as described
in the DDA and the Entitlement Application filed with Alameda:
through (g);
3.5.8.1 The entitlements and approvals described in Section 3.2.5(a)
3.5.8.2 DDA (as described in Section 3.6 below);
3.5.8.3 APIA Community Improvement Plan amendment and Five -Year
Implementation Plan amendment, if required;
8
discretion;
discretion.
3.5.8.4 Zoning map amendment;
3.5.8.5 Development Plan and Design Review, at Developer's sole
3.5.8.6 Parcel, Tentative or Vesting Tentative. Maps, at Developer's sole
3.5.9 If applicable, revision of the USFWS Biological Opinion (the "USFWS
Biological Opinion Revision").
3.5.10 If applicable, a biological opinion issued by the National Oceanic &
Atmospheric Administration National Marine Fisheries Service (the "NMFS Biological
Opinion ").
3.6 DDA. The DDA will provide the mechanics and execution of the business terms,
will define the legal and administrative mechanisms to implement the Property Transfer(s) and
will establish the essential terms and framework of the Property Transfer(s), including specifying
funding sources, Project phasing, the scope of development, terms of the Property Transfer(s), a
schedule of performance, environmental clean -up responsibilities of Developer and the Navy,
and specific obligations of Developer and Alameda in carrying out redevelopment of the Project
Site. The DDA shall be consistent with the terms of the CAA if the Parties enter into a CAA,
and shall include the following key terms and provisions:
3.6.1 Planning and Financial Terms. The DDA shall incorporate the provisions
of the Development Plan, the Infrastructure Plan and the Business Plan and shall include all
financial considerations for the Project, including those described in the Business Plan and
Project Pro Forma, as updated and refined per CEQA (and if applicable, NEPA) review of the
Project.
3.6.2 Transaction Documents. All applicable terms of the completed
Transaction Documents, and provision for completion and incorporation of applicable terms of
all Transaction Documents that are to be completed after execution of the DDA, and if
applicable, prior to close of escrow pursuant to Section 2.2.1 above.
3.6.3 Environmental Remediation Liability. The DDA will provide for the
liability of the Parties, if any, in respect of any environmental remediation on, or related to, the
Project or Project Site.
3.6.4 Project Completion. Use of regulatory and financial mechanisms to
achieve completion of the development of each phase of the Project in a prompt and reasonable
manner, and remedies of Alameda for failure to complete. Such mechanisms shall include, but
will not be limited to:
3.6.4.1 Provisions for the development of certain uses, phases, or sub -
phases concurrently with other uses, phases, or sub - phases.
9
3.6.4.2 Provisions for the completion or partial completion of phases or
sub - phases prior to the commencement of development of other phases or sub - phases.
3.6.4.3 Provisions for the timing and manner in which Developer shall
provide drawings, elevations, models and other depictions of the design and construction details
for development of the Project, and the timing and method for securing all required regulatory
approvals.
3.6.4.4 A schedule of performance to be attached as an exhibit to the
DDA, covering the Property Transfer(s) including leasing with respect to tidelands trust lands
and assignment of existing leases (such as Buildings 22 and 40), permitting and development
obligations and milestones. The DDA schedule of performance shall include obligations such as
the filing of applications for tentative maps; the filing of final maps; the completion of, or
bonding for, infrastructure; and post - conveyance infrastructure and vertical development
obligations.
3.6.4.5 Extensions for performance due to force majeure or litigation
challenging entitlements, subject to periods to be negotiated in the DDA.
3.6.4.6 Appropriate financial assurances, which may include
performance and payment guarantees, to assure development of conveyed phases.
3.6.4.7 Terms providing for, and assuring the development of, all
affordable housing by phases pursuant to the requirements of Community Redevelopment Law;
the Housing Element of the General Plan, and that certain Settlement Agreement effective as of
March 20, 2001 by and among the City, CIC, ARRA, the Housing Authority, Catellus
Development Corporation, Renewed Hope Housing Advocates, and Arc Ecology. The
affordable housing shall include, and Developer shall be entitled to a credit against its affordable
housing obligation for, those certain 157 units of multi - family attached units that may be
constructed by the Housing Authority of the City of Alameda (the "Housing Authority ") on the
Project Site on terms and conditions acceptable to Alameda, the Housing Authority and
Developer which may include the following: (a) that the Housing Authority construct such units
in "partnership" with Developer or a nonprofit or for -profit housing developer entity selected by
the Housing Authority; (b) that the Housing Authority have an ownership interest in such
housing; (c) approval by the Housing Authority of the development site(s) for such housing; (d)
determination of the levels of affordability (it is the intention of the Parties that such housing
shall first satisfy the very low and low income affordability requirements of the Project); (e) the
site(s) be prepared for vertical development by Developer; and (f) the Housing Authority may
receive a negotiated development fee.
3.6.4.8 Default and termination provisions (including reasonable cure
periods), for failure to acquire portions of the Property, to apply for entitlements, or to develop
the Project pursuant to the terms of the DDA and the DDA schedule of performance; which shall
include rights of reverter in the CIC to conveyed land.
3.6.4.9 Requirements for the Developer to negotiate in good faith to
enter into a project labor agreement for the construction trades.
10
3.6.5 Personal Property. Provisions for the disposition of personal property
owned by Alameda located on, or related to, the Property.
3.6.6 Transfers. Provisions for Transfer (as defined in Section 9.2.4.5 below),
which shall include (i) a mechanism for parties contributing debt or equity to the Project to
remove Developer from day -to -day management of the entity that executes the DDA (the "DDA
Development Entity ") upon the occurrence of a default under the DDA Development Entity's
operating or partnership agreement, provided that Developer is concurrently replaced with a
substitute developer controlling day -to -day management that meets specified criteria as a
"qualified developer ", including the approval of Alameda, which approval will not be
unreasonably withheld, conditioned or delayed, and (ii) the right of Developer to Transfer, on or
after the date on which the DDA is signed, Ownership Interests (as defined below) in Developer
so long as (A) SCC Acquisitions, LLC, a Delaware limited liability company ( "SCC
Acquisitions, LLC ") or its wholly owned subsidiary shall continue to manage Developer on a
day -to -day basis and have contributed to Developer at least five percent (5 %) of the cash equity
contributed and to be contributed by all of the parties holding Ownership Interests in Developer
and (B) Alameda has determined that Developer has the financial ability, including debt and /or
equity financing, to carry out its obligations under the DDA, which determination by Alameda
shall not be unreasonably withheld, conditioned or delayed.
3.6.7 Leases. Provisions for addressing the leases described in Section 21
below.
3.7 Certain Overall Principles and Undertakings. The documents and actions
contemplated in this Section 3 shall comply with the following general principles and be
consistent with the following undertakings and agreements, all of which shall be applicable to
the Project as a whole.
3.7,1 Dedication of Alameda Personnel; Response Time; Approvals.
3.7.1.1 Alameda and its constituent entities shall dedicate staff and other
resources which are adequate at all times to perform the responsibilities of Alameda under this
Agreement, and to the best of its ability, Alameda and its constituent entities shall assure that
there is continuity of its staff throughout the life of the Project.
3.7.1.2 Subject to the Expedited Processing Agreement, Alameda shall
use Best Efforts to respond to each submission of Developer required hereunder within a
reasonable period from the date of submittal of the same. Alameda and its constituent entities
shall keep Developer apprised of the anticipated timing of Alameda's response.
3.7.2 Project Infrastructure. The planning, construction, financing and payment
for on and off -site Project infrastructure are obligations of Developer and not Alameda, except to
the extent that public financing is provided by Alameda for the Project as described in Section
3.7.5 below.
3.7.3 Transportation. Developer shall, in the DDA, commit to (i) the
implementation of transportation mitigation measures identified for the Project pursuant to the
CEQA Documents, (ii) implementation of, or compliance with, conditions of approval pertaining
11
to transportation, and (iii) participation in transportation demand management and transportation
systems management programs.
3.7.4 Compliance with CIC Requirements. Developer shall comply, or cause
compliance, with all CIC requirements applicable to development of the Project, including, but
not limited to: (i) the nondiscrimination and nonsegregation requirements of the APIP
Community Improvement Plan for the APIP Project Area, and (ii) any requirements for training
and employment opportunities to be extended to low- income residents of the Project Site,
including requirements pursuant to those certain Standards of Reasonableness for Homeless Uses
at Alameda Naval Air Station, as amended by that certain First Amendment to the Standards of
Reasonableness, dated October 1999 (collectively, the "Standards of Reasonableness ").
33.5 Tax Increment and Other Public Financing.
3.7.5.1 Tax Increment Financing. To the extent contemplated by the
Project Pro Forma and committed to in the DDA, and subject to any conditions imposed thereon,
including demonstrated need, priority of repayment of CIC's and ARRA's existing debt and
operating expenses, priority of public benefit funding, the CIC shall make tax increment
generated by the Project available to obtain public financing to fund project costs eligible under
applicable law. The DDA or related documents, as applicable, shall determine the timing and
phasing of development and order of priority of use of any tax increment committed to the
Project by Alameda and such committed public funding shall be taken into account in the Project
Pro Forma and the DDA pro forma.
3.7.5.2 Assessment Districts. Subject to the provisions of Section 3.7.5.1
above, the DDA shall contain provisions which allow Alameda, subject to exercise of its sole
discretion, to make available additional public financing, including use of assessment districts
and formation of a municipal services district and /or community facilities district. Developer
shall cooperate in the formation of such assessment or taxing district.
33.5.3 Financial Protections. All public financing provided by Alameda
shall be conditioned upon the inclusion of customary adequate protections for the CIC of its
financial position and shall require rights of profit participation after Developer receives the IRR
negotiated as part of the DDA as described in Section 3.2.4.1 above.
3.7.6 Alameda. Power & Telecom. Developer understands that Alameda Power
& Telecom ( "APT ") desires to market and provide telecommunications and other services to its
telecommunication customers within the Project and is willing to negotiate in good faith with
APT with respect to providing such services to the Project.
3.7.7 DDA and EDC MOA. The DDA shall comport with the EDC MOA as it
may be amended.
3.7.8 Conditional Commitment to Terms, Terms not Exclusive. If the CIC
and /or ARRA choose to approve and execute a DDA (and, if applicable, a CAA) with Developer
for the Project Site, and Developer elects to execute the DDA (and, if applicable, a CAA), the
Parties agree that such DDA (and, if applicable, a CAA) shall contain, implement, and shall be
internally consistent with, the provisions referenced, described, or set forth in this Section 3,
12
subject to mutual written modification by the Parties. The provisions above are not intended as
an exclusive list of the contents of a DDA (and, if applicable, a CAA), which is anticipated to be
longer, more detailed, elaborated on, and go beyond, the above treatment of such issues.
3.8 Delivery of Documents and Reports.
3.8.1 Developer Documents. Developer shall provide to Alameda copies of all
final reports, studies, analyses, cost estimates, material correspondence, and similar documents
prepared or commissioned by Developer with respect to this Agreement, the Project and the
Project Site, promptly upon their completion and following internal review by Developer, but
excluding confidential or proprietary information which Alameda may not keep confidential
pursuant to Section 10 below.
3.8.2 Alameda Documents. To the extent Alameda has not provided the
following to Developer during the Due Diligence Period and to the extent the following are in
Alameda's possession as of the Effective Date, promptly following the Effective Date, Alameda
shall provide to Developer copies of all final reports, studies, analyses, cost estimates, material
correspondence, and similar documents prepared or commissioned by Alameda with respect to
this Agreement, the Project, the APIP Project (including tax increment financing analysis) and
the Project Site. Thereafter, Alameda shall provide to Developer copies of all reports, studies,
analyses, cost estimates, material correspondence, and similar documents prepared or
commissioned by Alameda with respect to this Agreement, the Project, the APIP Project
(including tax increment financing analysis) and the Project Site, promptly upon their completion
and following internal review by Alameda and, if applicable, acceptance by the applicable
governing bodies of Alameda, but excluding confidential privileged documents. Nothing in this
Section 3.8.2 obligates Alameda to undertake any studies or analyses other than as required by
CEQA.
3.8.3 Draft Documents. Notwithstanding anything to the contrary in Sections
3.8.1 and 3.8.2 above, the Parties acknowledge that it may be necessary to share with each other
drafts reports, studies, analyses, cost estimates, material correspondence, and similar documents
prepared or commissioned by Developer or Alameda with respect to this Agreement, the Project
and the Project Site, provided such drafts are either not confidential or proprietary information of
Developer which Alameda may not keep confidential pursuant to Section 10 below, or are
confidential privileged documents of Alameda.
Section 4. Schedule and Milestones.
4.1 Schedules of Performance. The Non - Mandatory Milestone Schedule of
Performance attached hereto as Exhibit B -2 sets forth the Non - Mandatory Milestones (as defined
below) and initial estimated time periods for completion thereof. The Schedule of Performance
(Mandatory Milestones) attached hereto as Exhibit B -1 (the "Mandatory Milestone Schedule of
Performance ") sets forth the Mandatory Milestones (as defined in Section 4.2 below) and dates
for achieving the Mandatory Milestones. The Non - Mandatory Milestone Schedule of
Performance and the Mandatory Milestone Schedule of Performance are sometimes referred to
herein collectively as the "Schedules of Performance ". The Schedules of Performance may be
13
amended by the Parties from time to time to reflect, among other things, extensions pursuant to
Sections 4.2.1 or 5 below.
4.2 Mandatory Milestones. The mandatory milestones (the "Mandatory
Milestones ") shall be: (i) the submission of (a) the Project Master Schedule as described in
Section 3.2.5.1, above, (b) the Development Concept as described in Section 3.2.1 above, (c) the
Infrastructure Plan as described in Section 3.2.2 above, (d) the Business Plan as described in
Section 3.2.3 above, and (e) the Entitlement Application as described in Section 3.2.6 above; and
(ii) mutual agreement of the Parties on the Project Pro Forma as described in Section 3.2.4
above.
4.2.1 Mandatory Milestone Extension. The date for performance of any
Mandatory Milestone may be extended by the Deputy Executive Director of the ARRA if there
is a reasonable basis for such extension and so long as such extension does not exceed the
Exclusive Negotiation Period, as the Exclusive Negotiation Period may be extended from time to
time pursuant to Section 2.2 above.
4.2.2 Waiver of Project Pro Forma Mandatory Milestone. The failure of
Developer and Alameda to agree upon the Project Pro Forma by the date for performance set
forth therefor on the Mandatory Milestone Schedule of Performance shall be deemed a waiver by
Alameda of the date for performance of that Mandatory Milestone.
4.3 Non - Mandatory Milestones. The non - mandatory milestones ( "Non- Mandatory
Milestones ") shall be the completion of negotiations of the Transaction Documents listed in the
Non - Mandatory Milestone Schedule of Performance attached hereto as Exhibit B -2. The dates
for performance listed for the Non - Mandatory Milestones are good faith estimates by the Parties
of the time required to complete the Transaction Documents. As used herein, completion of
Transaction Documents means finalized and ready for approval by Alameda (by its Board of
Directors, Board of Commissioners and City Council), or delivered or fully- executed, as
applicable, with respect to any Transaction Document that does not require such approval by
Alameda. The failure to complete such Non - Mandatory Milestones by the respective dates listed
on the Non - Mandatory Milestone Schedule of Performance for any reason whatsoever shall not
in and of itself constitute a default by either Party hereunder.
Section 5. Litigation Force Majeure. The Exclusive Negotiation Period, and the dates for
performance of Mandatory Milestones, shall be extended for the period of any Litigation Force
Majeure (as defined below); provided that any extension as a consequence of Litigation Force
Majeure shall operate to extend the date for achievement of any Mandatory Milestone only to the
extent that the Mandatory Milestone is affected by the event or events constituting the Litigation
Force Majeure. The Parties may elect to amend this Agreement to reflect extensions pursuant to
this Section 5, and such amendments shall reflect which Mandatory Milestones and Transaction
Documents (and related Non - Mandatory Milestones) are so affected.
5.1 "Litigation Force Majeure" means any action, proceeding, application or
request before any court, tribunal, or other judicial, adjudicative or legislative decision - making
body, including any administrative appeal, that is brought by a third party and seeks to challenge:
(a) the validity of any action taken by Alameda with respect to a Transaction Document(s),
14
including Alameda's selection of Developer as the developer of the Project Site, the approval by
Alameda of any of the proposed Transaction Documents, the performance of any action required
or permitted to be performed by Alameda hereunder or under the proposed Transaction
Documents, or any findings upon which any of the foregoing are predicated; or (b) the validity of
any other approval that is required for the conveyance, management or redevelopment of the
Project Site as contemplated hereby and would prevent the Parties from executing the DDA with
conditions, as provided above, or prevent the DDA frombecoming effective, or require a
material modification of the DDA, the Plans, the Entitlement Application or the Project.
Section 6. Alameda Cost Recovery /Reimbursement.
6.1 Initial Payments. Alameda acknowledges receipt of One Hundred Thousand
Dollars ($100,000) paid by SCC Acquisitions (the rights to which have been assigned by SCC
Acquisitions to Developer) to ARRA as required by the Developer MOA. Within five (5)
business days after approval of, and execution by, Alameda and Developer of this Agreement
(the "Approval Date "), Developer shall pay to Alameda an additional Nine Hundred Thousand
Dollars ($900,000), for a total One Million Dollars ($1,000,000) sum (the "Initial Payment ")
that shall be placed in an interest bearing account and the Initial Payment (without interest) shall
be applied to the land purchase price if the Project Site is conveyed to Developer.
6.2 Developer Reimbursement of Alameda Pre - Development Costs. Developer shall
reimburse Alameda for its pre - development costs, which shall consist of third -party consultant
and legal costs and expenses and Alameda staff time, as such staff time shall be reflected in the
Annual Budget (as defined below), related to the negotiation and preparation of this Agreement
and the Transaction Documents (the "Pre - Development Work "), incurred from and after the
Effective Date (the "Pre- Development Costs "), subject to the provisions of this Section 6. With
the exception of the Assistant City Manager, Base Reuse Division Manager, and Manager,
Planning, which shall be billed at the percentage of such position's salary and benefits shown on
Exhibit C, all employees and consultants of Alameda shall bill on an hourly basis.
6.3 Initial Deposit; Annual Budget Negotiating Costs Account Ledger. An estimate
of Alameda's annual projected Pre- Development Costs for the period commencing with the
Effective Date and terminating twelve (12) months later is attached as Exhibit C to this
Agreement (the initial "Annual Budget "). The Annual Budget shall be evaluated and
reasonably adjusted each year. Alameda shall use good faith efforts not to exceed the Annual
Budget agreed to by the Parties from time to time. Within ten (10) days after the Effective Date,
Developer shall submit a cash deposit to Alameda in an amount equal to twenty -five percent
(25 %) of the Annual Budget (the "Initial Deposit "). The Initial Deposit shall be sequestered in
a separate account (the "Negotiating Costs Account "). Interest earned on funds in the
Negotiating Costs Account shall accrue to that account. All invoices and charges for Pre -
Development Costs made against that account during the first ninety (90) days of negotiation
shall be recorded on a separate ledger (the "Negotiating Costs Account Ledger "). If Alameda's
actual Pre - Development Costs for such ninety (90) day period exceed the Initial Deposit,
Alameda shall fund such costs from its own sources, but shall record a notice of deficit in the
Negotiating Costs Account Ledger.
15
6.3.1 Mechanism for Funding Ongoing Alameda Cost Recovery.
6.3.1.1 On the ninetieth (90th) day following the Approval Date,
Developer shall deposit additional funds into the Negotiating Costs Account equal to twenty -five
percent (25 %) of the Annual Budget plus any deficit accrued in the Negotiating Costs Account
Ledger (each a "Quarterly Deposit "). Alameda and Developer shall continue this process for
each ninety (90) day negotiating period until this Agreement is terminated; provided, however,
that in any twelve (12) month period, Developer shall not be responsible for reimbursement of
Pre - Development Costs in excess of the Annual Budget as attached hereto or as revised as
provided below.
6.3.1.2 If a deficit or a surplus of greater than ten percent (10 %) of the
pro -rated Annual Budget has accrued in the Negotiating Costs Account Ledger for three (3)
successive quarters, or for three (3) quarters in any calendar year, Developer and Alameda shall
meet and confer in good faith to assess the sufficiency of the Annual Budget amount, and may
upon the written consent of each,.adjust the Annual Budget accordingly, provided, however, if
Alameda determines that an increase in the Annual Budget is necessary and Developer does not
agree, then Alameda shall have no obligation to perform, or cause to be performed, any Pre -
Development Work for which such increased amount is necessary, pending resolution of the
dispute. Thereafter, Quarterly Deposits shall consist of twenty -five percent (25 %) of the Annual
Budget as revised, plus any deficit accrued in the Negotiating Costs Account Ledger.
6.3.1.3 Upon termination of this Agreement any surplus funds in the
Negotiating Costs Account remaining after (a) the completion of the ninety (90) day negotiating .
period during which this Agreement was terminated, and (b) payment of Pre - Development Costs
incurred by Alameda during such ninety (90) day negotiating period, shall be returned to
Developer. If there is a deficit noted in the Negotiating Costs Account Ledger at the conclusion
of the ninety (90) day negotiating period during which this Agreement terminated, then such
amount shall be due and payable by Developer. Any extension of this Agreement as provided
herein shall extend the cost recovery procedures set forth in this Section 6.3.1. This Section
6.3.1.3 shall survive the expiration or termination of this Agreement.
6.3.1.4 Review of Negotiating Costs Account Ledger. From time to
time, upon reasonable prior notice to Alameda, Developer may review the Negotiating Costs
Account Ledger to determine whether invoices and charges to the Negotiating Costs Account
reflect actual Pre - Development Costs. If Developer disputes any invoice or charge to the
Negotiating Costs Account, Developer shall notify Alameda, and if the Parties so agree that an
invoice or charge has been inappropriately charged against the account, Alameda shall deduct the
amount of the inappropriate invoice(s) or charge(s) from the sum it is entitled to draw from the
Negotiating Costs Account for the next ninety (90) day negotiating period, or if after the
termination of this Agreement, a disputed invoice or charge is identified and the Parties agree
that such invoice or charge was inappropriately charged, Alameda shall promptly pay such
amount of Developer.
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Section 7. Events of Default.
7.1 Default of Developer. Upon the occurrence of any of the events described in this
Section 7.1 and, if applicable, the failure of Developer to cure such event within the respective
cure period (as expressly provided in this Section 7.1), there shall be a "Developer Event of
Default ", provided if a cure period is expressly set forth in this Section 7.1, Alameda shall have
first given written notice of the default (the "Alameda Default Notice ") specifying in reasonable
detail the basis for the determination of the default. If no cure period is expressly provided in
this Section 7.1 (e.g., Section 7.1.4), Alameda may provide a written notice of default with a
termination notice pursuant to Section 8.1 below.
7.1.1 Failure of Developer to Negotiate in Good Faith. In the event that
Alameda determines in its reasonable discretion that Developer has failed to negotiate diligently
and in good faith as provided in Section 1.1 above, Alameda shall have the right to give an
Alameda Default Notice to Developer in accordance with Section 7.1 above. Following the
receipt of such notice, Developer shall have thirty (30) business days to cure the default
identified in the Alameda Default Notice by re- commencing to negotiate in good faith or by
notifying Alameda that it does not consider its action or inaction a failure to negotiate diligently
and in good faith. If Developer fails to cure the default within such cure period, Alameda shall
have the right to terminate this Agreement by written notice to Developer; provided that
Developer shall have the right to dispute such termination.
7.1.2 Failure of Developer to Make Requested Deposits into the Negotiating
Costs Account. In the event Developer fails to make the Initial Deposit or any Quarterly Deposit
pursuant to the procedure set forth in Section 6 of this Agreement, Alameda shall have the right
to give written notice thereof to Developer specifying the amount of the deposit which was not
made. Following the receipt of such notice, Developer shall have fifteen (15) business days to
make the required deposit and Alameda shall have the right to suspend all Pre- Development
Work being performed by third parties paid by Alameda during such cure period. If Developer
has not then made the required deposit, Alameda shall have the right to terminate this Agreement
by written notice to Developer.
7.1.3 Breach by Developer of Section 9.2 of this Agreement. If Developer
makes any Transfer (as defined in Section 9.2.4.5 below) in violation of Section 9.2 below,
Alameda shall have the right to give an Alameda Default Notice in accordance with Section 7.1
above to Developer. If Developer fails to cure the default within forty -five (45) business days of
having received such notice, Alameda shall have the right to terminate this Agreement by written
notice to Developer.
7.1.4 Voluntary Bankruptcy or Insolvency. In the event that Developer
becomes insolvent and /or files a voluntary petition in bankruptcy, Alameda shall have the right
to terminate this Agreement by written notice to Developer.
7.1.5 Involuntary Bankruptcy. In the event that an involuntary petition in
bankruptcy has been filed against Developer (an "Involuntary Bankruptcy "), Developer shall
promptly notify Alameda and shall have one hundred twenty (120) days from the filing of such
Involuntary Bankruptcy to cause the same to be dismissed. If Developer fails to cause dismissal
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within such one hundred twenty (120) day period, Alameda shall have the right to terminate this
Agreement by written notice to Developer.
7.1.6 Failure to Achieve a Mandatory Milestone. Subject to Sections 4.2.1 and
4.2.2 above, in the event Developer fails to achieve a Mandatory Milestone by the applicable
date set forth in the Mandatory Milestone Schedule of Performance, as such date may be
extended pursuant to Section 4.2.1 above, Alameda shall have the right to give an Alameda
Default Notice in accordance with Section 7.1 above to Developer. If Developer fails to cure the
default within forty -five (45) business days of having received such notice, Alameda shall have
the right to terminate this Agreement by written notice to Developer.
7.2 Default of Alameda. In the event that Developer determines in its reasonable
discretion that Alameda has failed to negotiate diligently and in good faith as provided in Section
1_1 above, Developer shall have the right to give written notice (the "Developer Default
Notice ") thereof to Alameda specifying in reasonable detail the grounds for such failure.
Following the receipt of such notice, Alameda shall have thirty (30) business days to cure the
default identified in the Developer Default Notice by re- commencing to negotiate in good faith
or by notifying Developer that it does not consider its action or inaction a failure to negotiate
diligently and in good faith. If Alameda fails to cure the default within the applicable cure
period (an "Alameda Event of Default "), Developer shall have the right to terminate this
Agreement by written notice to Alameda, provided that Alameda shall have the right to dispute
such termination.
7.3 Failure to Agree Upon Transaction Documents. Notwithstanding anything to the
contrary in this Agreement, provided that each Party has complied with the provisions of this
Agreement, the failure to reach agreement upon any of the Transaction Documents or complete
any of the identified tasks set forth in Section 3 above shall not be deemed either an Alameda
Event of Default or Developer Event of Default. If the Term of this Agreement expires prior to
reaching agreement pursuant to this Section 7.3, Developer shall not be entitled to the return of
the Initial Payment or any interest accrued thereon.
7.4 Remedies. In any action at law or equity or other legal or administrative
proceeding to remedy a Developer Event of Default or an Alameda Event of Default or
otherwise enforce this Agreement, or that otherwise may arise out of this Agreement neither
Alameda nor Developer shall be entitled to damages or monetary relief other than as set forth in
this Section 7.4. Permitted remedies shall include (i) mandatory or injunctive relief, (ii) writ of
mandate, (iii) termination of this Agreement, or (iv) a contract Claim (as defined Section 15.5
below) to recover money due to Alameda or Developer as a payment of Pre - Development Costs
or reimbursement of excess Pre - Development Cost deposits under Section 6 of this Agreement;
provided, however, neither Alameda nor Developer shall be liable, regardless of whether the
Claim is based in contract or tort, for any special, indirect or consequential damages.
Section 8. Termination.
8.1 Termination by Notice. Upon the occurrence of any of the circumstances
contained in this Section 8.1, this Agreement maybe terminated by the applicable Party by
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written notice to the other. If this Agreement is terminated pursuant to this Section 8.1,
Developer shall not be entitled to a refund of the Initial Payment or any interest accrued thereon.
8.1.1 A Developer Event of Default pursuant to Section 7.1 above, provided that
an Alameda Default Notice has been sent and any period of a right to cure has passed without
such cure occurring.
8.1.2 Developer, in its sole discretion, may terminate this Agreement at any
time upon provision of fifteen (15) business days prior written notice to Alameda in the event
that during the course of its investigations and evaluation of the Project Site and the Project,
Developer determines in good faith that the Project is not commercially feasible or capable of
being financed in a commercially reasonable manner.
8.1.3 Developer elects, in writing, not to commence reimbursement of Pre -
Development Costs as provided in Section 6.3 above.
8.2 Termination by Alameda Default. In the event of an Alameda Event of Default
pursuant to Section 7.2 above, Developer may terminate this Agreement by delivery of written
notice to Alameda, provided that a Developer Default Notice has been sent and any period of a
right to cure has passed without such cure occurring. If this Agreement is terminated pursuant to
this Section 8.2, Developer shall be entitled to a refund of the Initial Payment, together with any
interest accrued thereon. Such refund obligation shall survive the expiration or termination of
this Agreement.
8.3 Termination by Expiration. This Agreement will automatically terminate upon
expiration of the Exclusive Negotiation Period, as it maybe extended pursuant to Section 2.2
above. If this Agreement terminates pursuant to this Section 8.3, then, absent an Alameda Event
of Default, Developer shall not be entitled to a refund of the Initial Payment or any interest
accrued thereon.
8.4 Negotiating Costs Account Refund. If this Agreement terminates pursuant to this
Section 8, Alameda shall return to Developer any funds remaining in the Negotiating Costs
Account after all applicable payments have been made from the Negotiating Costs Account for
the period to and including the termination date. This Section 8.4 shall survive the termination
of this Agreement.
Section 9. Representations and Warranties., Transfers.
9.1 Representations and Warranties.
9.1.1 Duly Formed and Validly Existing. Developer represents and warrants
that SCC Alameda Point LLC is a Delaware limited liability company duly formed and validly
existing under the laws of the State of Delaware and is admitted and in good standing (as a
foreign limited liability company) in the State of California.
9.1.2 Developer Authority. Developer represents and warrants that the
person(s) executing this Agreement on behalf of Developer has full right, power and authority to
execute this Agreement and to bind Developer hereunder.
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9.1.3 Alameda Authority. Alameda represents and warrants that the persons
executing this Agreement on behalf of Alameda have the full right, power and authority to
execute this Agreement and to bind Alameda hereunder.
9.2 Transfer of this Agreement.
9.2.1 Purpose of Restrictions on Transfer. The qualifications and identity of
Developer are of particular concern to Alameda, in view of the importance of the entitlement and
development of the Project and the Project Site to Alameda. It is because of the qualifications
and identity of Developer that Alameda is entering into this Agreement with Developer.
Accordingly, a Transfer (as defined below) of this Agreement is permitted only as provided in
Sections 9.2.2 and 9.2.3 below.
9.2.2 Transfers Prohibited; Alameda: Consent. Except as permitted in Section
9.2.3 below, Developer shall not make or create any Transfer of its interest in this Agreement or
any part thereof, nor shall any Person having an Ownership Interest in Developer Transfer any
such Ownership Interest without the prior written consent of Alameda, which consent may be
given in the sole discretion of Alameda. Any consent or approval of Alameda pursuant to this
Section 9.2 shall be as authorized by its Board of Directors, Board of Commissioners and City
Council. In the absence of express written approval by Alameda, no Transfer shall relieve
Developer or any other party from any obligations pursuant to this Agreement.
9.2.3 Permitted Transfer.
9.2.3.1 Developer shall have the right to Transfer its interest in this
Agreement without Alameda's consent to any Controlled Affiliate (as defined below) so long as
SCC Acquisitions, LLC shall be Controlled (as defined below) by Bruce Elieff and /or Steve
Elieff.
9.2.3.2 Ownership Interests in Developer may be Transferred without
Alameda's consent provided that after any such Transfer (i) SCC Acquisitions, LLC shall be
Controlled (as defined below) by Bruce Elieff and /or Steve Elieff and (ii) SCC Acquisitions,
LLC or its wholly owned subsidiary (a) shall have contributed at least fifteen percent (15 %) of
the cash equity contributed by all of the owners of Developer, (b) is responsible for the day -to-
day management of Developer, and (c) during the Exclusive Negotiation Period there exists no
right of the other parties holding Ownership Interests of Developer or any other party to remove
SCC Acquisitions, LLC or its wholly owned subsidiary from the day -to -day management of
Developer without the prior written consent of Alameda, which consent will not be unreasonably
withheld (and the lack of a replacement acceptable to Alameda shall be deemed reasonable
grounds).
9.2.4 Definitions. For purposes of this Agreement, the capitalized terms defined
in this Section 9.2.4 shall have the meanings ascribed to them below:
9.2.4.1 "Control" or "Controlled by" or "Controlling" or any.
derivative thereof, when used with respect to any specified Person, means the possession,
directly or indirectly, of fifty -one percent (51%) or more of the Ownership Interests of such
Person.
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9.2.4.2 "Controlled Affiliate" shall mean a Person in which Developer
has contributed at least fifteen percent (15 %) of the cash equity contributed by all of the owners
of such Person; provided that (a) Developer is responsible for the day- to -day management of
such Person, and (b) during the Exclusive Negotiation Period there exists no right of the other
parties holding Ownership Interests of such Person or any other party to remove Developer from
the day -to -day management of such Person without the prior written consent of Alameda, which
consent will not be unreasonably withheld, conditioned or delayed (and the lack of a replacement
acceptable to Alameda shall be deemed reasonable grounds).
9.2.4.3 "Ownership Interest" shall mean the possession, directly or
indirectly, of voting securities or partnership, general partnership, membership or other
ownership interests (based upon value or vote) of a Person.
9.2.4.4 "Person" shall mean any individual, partnership, corporation
(including, but not limited to, any business trust), limited liability company, joint stock company,
trust, unincorporated association, joint venture, or any other entity or association.
9.2.4.5 "Transfer" shall mean any voluntary or involuntary transfer,
sale, assignment, pledge, hypothecation or the like to any Person, including any transfer, sale,
assignment, pledge or hypothecation of Ownership Interests in Developer.
9.2.5 Compliance. Alameda shall have the right, but not the obligation, from
time to time, by written notice to Developer, to require that Developer demonstrate compliance
with the requirements of this Section 9.2; provided, however, Alameda may not require such
demonstration more than once every six (6) months. Developer shall provide to Alameda within
five (5) business days of receipt of such notice, all documentation reasonably necessary in order
to enable Alameda to determine whether Developer is in compliance with the requirements of
this Section 9.2.
9.3 Individuals on Development Team. Developer shall endeavor to retain the key
individuals assigned by it to perform the responsibilities identified herein and in the event of
changes in such personnel, individuals of substantially equivalent seniority, experience and
qualifications shall be assigned. Developer shall provide written notice to Alameda of changes
in its key personnel and their respective responsibilities and shall furnish to Alameda information
on the seniority, experience and qualifications of any additional or substituted individuals.
Section 10. Confidentiality of Information and Negotiations. Alameda and Developer enter this
Agreement with the understanding that Developer may provide certain information of a
confidential nature during the negotiations of the Transaction Documents and other tasks
identified in Section 3 above. Such information may be necessary for Alameda to verify
information that is relevant to the negotiations of the Transaction Documentation. Alameda and
Developer agree that they will keep confidential and not disclose any information submitted by
Developer in the course of the negotiations or preliminary drafts of Transaction Documents or
other negotiation preliminary draft documents, including financial analyses, that are identified as
privileged or confidential under the law unless ordered to do so by a final order of court.
Developer agrees to bear all costs of any litigation that is filed to determine the applicability of
public records law to information and documents submitted by Developer in furtherance of
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negotiating a DDA or any other agreements contemplated in the Agreement. Notwithstanding
the provisions of this Section 10, in no event shall any party be required to disclose to any other
party information which is protected by the attorney - client privilege.
Section 11. Representatives of the Parties.
11.1 Alameda Representative. For the purpose of administering the provisions of this
Agreement, Alameda shall be represented by the Deputy Executive Director of the ARRA, or
such other Alameda staff as shall be designated from time to time to act for a particular matter in
writing.
11.2 Developer Representative. For the purpose of administering the provisions of this
Agreement, Developer shall be represented by Bill Myers, or such other employees of Developer
as are designated from time to time to act for a particular matter in writing by Developer. In
addition, Developer shall assign personnel to assist in the negotiations and the completion of the
tasks set forth in Section 3 above.
Section 12. Limitations of this Agreement.
12.1 By executing this Agreement, Alameda is not committing itself to, or agreeing to
undertake any: (i) exchange or transfer of land, (ii) disposition of land to Developer, or (iii)
other acts or activities requiring the subsequent independent exercise of discretion by ARRA, the
CIC, the City or any agency or department thereof. This Agreement does not constitute a
disposition or exchange of property by ARRA, the City or the CIC. Execution of this Agreement
by Alameda is merely an agreement to enter into a period of exclusive negotiations according to
the terms thereof, reserving final discretion and approval by the Board of Directors of ARRA,
Board of Commissioners of the CIC and the City Council as to a DDA or any other agreement(s)
contemplated in this Agreement and all proceedings and decisions in connection therewith.
12.2 If a DDA has not been executed by the Parties by the expiration of the Exclusive
Negotiation Period (as extended pursuant to Section 2.2 above) or if this Agreement has
otherwise been terminated in accordance with the provisions set forth herein, neither Party shall
have any further rights or obligations under this Agreement, except with respect to any
obligation which expressly survives the termination or expiration of this Agreement as set forth
in Sections 6, 8 and 18 of this Agreement.
Section 13. Approval of DDA. If negotiations culminate in a DDA between Alameda and
Developer following CEQA review of the Project, such DDA shall become effective only after
and upon the approval by the Board of Directors of ARRA (if applicable), Board of
Commissioners of the CIC and the City Council and execution by Alameda pursuant to direction
of the Board of Directors of ARRA (if applicable), Board of Commissioners of the CIC and the
City Council.
Section 14. Alameda Right to Obtain Information and to Consult with Others. Alameda
reserves the right to obtain information concerning the transaction described by this Agreement
from any person, entity or group; provided, however, that excepting consultants retained by
Alameda to assist in the negotiation process contemplated in this Agreement, Alameda shall not
22
reveal to any such persons or groups confidential or proprietary information or other information
kept confidential as provided in Section 10 of this Agreement.
Section 15. Nonliability of ARRA, the CIC and the City. Subject to Alameda's compliance with
the provisions of this Agreement:
15.1 Developer Warrants it Has No Claims Against the ARRA, the CIC or the City.
Developer agrees that it does not now have and shall not at any time, whether before or after its
execution of this Agreement, have or make any Claim or Claims against Alameda, individually
or collectively, or against ARRA, the CIC or City, or the ARRA Property, CIC Property, or City
Property (all as hereinafter defined), directly or indirectly, by reason of any or all of the causes
set forth in Section 15.3 below.
15.2 Nonliability of the ARRA, the CIC and the City of Alameda. Developer agrees
that Alameda shall not have any liability whatsoever of any kind or character, directly or
indirectly, by reason of any or all of the causes set forth in Section 15.3 below.
15.3 Causes to which Nonliability Apply. The causes to which the provisions of
Sections 15.1 and 15.2 above apply are as follows:
15.3.1 Any aspect of the RFQ, including any information or material set forth
therein or referred to therein;
15.3.2 Any aspect of the Developer MOA, including any information or material
set forth therein or referred to therein;
15.3.3 Any modification, or suspension of the RFQ or Developer MOA, or
informalities or defects therein;
15.3.4 Any defects in the selection procedure identifying Developer conducted
by Alameda or any act or omission of Alameda with respect thereto, or any release or
dissemination of any information submitted by Developer to Alameda prior to the Effective
Date;
15.3.5 The expiration of the Exclusive Negotiation Period, whether initial or an
extension thereof; or
15.3.6 The exercise of any ARRA, CIC or City discretion, decision and judgment
permitted by this Agreement.
15.4 Waiver of Claims. Developer expressly, and absolutely waives any and all Claim
or Claims against the ARRA, the CIC, the City of Alameda, ARRA Property, CIC Property or
City Property, directly or indirectly, arising out of, or in any way connected with, any or all of
the matters set forth in Section 1 5.3 above.
15.5 Definitions. For purposes of this Agreement, the words defined in this Section
15.5 shall have the meanings ascribed to them herein:
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15.5.1 "ARRA ", "CIC ", and "City" includes their respective members, officers,
employees, agents, consultants, successors, and assigns.
15.5.2 "ARRA Property ", "CIC Property" and "City Property" shall include
the Project Site and all other property of ARRA, the CIC and the City, real, personal or of any
other kind or character.
15.5.3 "Best Efforts" shall mean the commercially reasonable expenditure of
time and effort on the part of the representatives of the Parties to accomplish a specified task, but
shall not mean the expenditure of funds by ARRA, the City or the CIC which are not recoverable
under the cost recovery mechanism set forth in Section 6 above, nor shall "Best Efforts" require
either Party to incur liabilities unless such act is otherwise explicitly required by this Agreement
or by State of California or federal law.
15.5.4 "Claim" or "Claims" shall mean any and all protests, rights, remedies,
interests, objections, claims, demands, actions or causes of action of every kind or character
whatsoever, in law or in equity, for money or otherwise, including but no limited to Claims for
injury, loss, expense or damage, Claims to property, real or personal, or rights or interest therein,
and Claims to contract or development rights or development interests of any kind or character,
in any ARRA Property, CIC Property and/or City Property, or Claims that might be asserted
against or cloud title to ARRA Property, CIC Property or City Property.
Section 16. Hold Harmless and Indemnity; Limitation on Liability.
16.1 Indemnity. Developer shall defend, hold harmless and indemnify ARRA, the CIC
and the City from and against any and all Claims made by any third party directly or indirectly
arising out of Developer's Response to the RFQ and/or the Developer MOA and/or this
Agreement; provided, however, such obligation shall not apply to any Claim resulting solely
from an act or omission of ARRA, the CIC and/or the City.
16.2 Limitation on Liability. No member, official or employee of Alameda shall be
personally liable to Developer in the event of any default or breach by Alameda, or for any
amount which may become due to Developer, or on any obligations under the te►,lis of this
Agreement. No member, officer or employee of Developer or its affiliates shall be personally
liable to Alameda in the event of any default or breach by Developer, or for any amount which
may become due to Alameda, or on any obligations under the terms of this Agreement.
Section 17. Notices. Formal notices, demands and communications between the Parties shall be
sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, postage
prepaid, return receipt requested, or sent by an express delivery or overnight courier service that
maintains written delivery records, to the office of the Parties shown as follows, or such other
address as the Parties may designate in writing from time to time:
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If to Alameda:
ARRA: Alameda Reuse and Redevelopment Authority
950 West Mall Square
Alameda, California 94501
Attention: Alameda Point Project Manager
CIC:
Community Improvement Commission of the City of Alameda
950 West Mall Square
Alameda, California 94501
Attention: Development Services Director
City: City of Alameda
2263 Santa Clara Avenue
Alameda, California 94501
Attention: City Manager
With copies to City of Alameda
2263 Santa Clara Avenue, Room 280
Alameda, California 94501
Attention: City Attorney
If to Developer: SCC Alameda Point LLC
do SunCal Companies
1430 Blue Oaks Boulevard, Suite 200
Roseville, California 95747
Attention: Bill Myers
SCC Alameda Point LLC
do SunCal Companies
2392 Morse Ave
Irvine, California 92614
Attention: Marc Magstadt
SCC Alameda Point LLC
do SunCal Companies
2392 Morse Ave
Irvine, California 92614
Attention: Bruce Cook
Such written notices, demands, and communications shall be effective on the date shown on the
written delivery record as the date delivered or the date on which delivery was refused.
Notwithstanding the foregoing, Alameda may respond to Developer requests for information by
delivering requested information to only the address of the requesting representative of
Developer.
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Section 18. Entry On Property. During the Term of this Agreement, ARRA shall provide
Developer with reasonable access to and entry upon the Project Site, during normal business
hours and in accordance with the terms and conditions of this Section 18, for the purposes of
conducting such non - intrusive inspections and studies as Developer may elect of the physical
condition of the Project Site. Such access, inspections and studies shall be permitted and
conducted on the following terms and conditions:
18.1 Developer shall pay for all inspections and studies ordered by Developer.
18.2 Developer shall maintain, and ensure that its contractors maintain, the following
insurance:
18.2.1 Developer shall maintain commercial general liability and property
damage insurance, contractual liability and worker's compensation insurance as follows:
18.2.1.1 Broad form commercial general liability insurance, in an amount
not less than Five Million Dollars ($5,000,000), combined single limit.
18.2.1.2 Workers' compensation, statutory coverage as required by the
State of California, and employer's liability in an amount not less than One Million Dollars
($1,000,000).
18.2.1.3 Automobile liability insurance for owned, hired or non -owned
vehicles, in an amount not less than One Million Dollars ($1,000,000), combined single limit.
18.2.2 All insurance provided for under this Agreement shall be effected under
valid enforceable policies issued by insurers of recognized responsibility having a rating of at
least A -VIII in the most current edition of A.M. Best's Insurance Reports, or otherwise
acceptable to ARRA' Risk Manager.
18.2.3 All liability policies required hereunder shall be written on an occurrence
basis. The required coverage may be provided by a blanket, multi- location policy.
18.2.4 Should any of the required insurance be provided under a form of
coverage that includes a general annual aggregate limit or provides that claims investigation or
legal defense costs are to be included in such general annual aggregate limit, such general
aggregates limit shall double the occurrence or claims limits specified.
18.2.5 Commercial general liability and automobile liability insurance policies
shall be endorsed or otherwise provide the following:
18.2.5.1 Name the Alameda Reuse and Redevelopment Authority
(ARRA), the Community Improvement Commission of the City of Alameda (CIC), and the City
of Alameda (City) and their councils, commissions, boards, departments, officers, agents,
employees and volunteers, as additional insureds, using ISO Additional Insured Endorsement
Form CG2026 (or a substitute providing equivalent coverage) or as may be mutually agreed.
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18.2.5.2 All policies shall be endorsed to provide thirty (30) days'
advance written notice to ARRA' Risk Manager of cancellation, except in the case of
cancellation for nonpayment of premium, in which case cancellation shall not take effect until
ten (10) days prior written notice has been given. Developer covenants and agrees to give
ARRA reasonable notice in the event that it learns or has any reason to believe that any such
policy may be canceled or that the coverage of any such policy may be materially reduced.
18.2.6 All insurance provided under this Agreement shall be primary insurance to
any other insurance available to the additional insureds, with respect to any claims arising out of
this Agreement, and that insurance applies separately to each insured against whom claim is
made or suit is brought. All policies shall include provisions denying such respective insurer the
right of subrogation and recovery against ARRA. Such policies shall also provide for
severability of interests and that an act or omission of one of the named insureds which would
void or otherwise reduce coverage shall not reduce or void the coverage as to any insured, and
shall afford coverage for all claims based on acts, omissions, injury or damage which occurred or
arose (or the onset of which occurred or arose) in whole or in part during the policy period.
18.2.7 Developer shall deliver to ARRA certificates of insurance and Additional
Insured Endorsements in form reasonably satisfactory to ARRA, evidencing the coverages
required hereunder ( "Evidence of Insurance "), on or before the Effective Date of this
Agreement, and Developer shall provide ARRA with Evidence of Insurance thereafter before the
expiration dates of expiring policies. In addition, Developer shall deliver to ARRA complete
copies of the relevant policies upon request therefor from ARRA.
18.2.8 Notwithstanding anything to the contrary in this Agreement, Developer's
compliance with this Section 18.2 shall in no way relieve or decrease liability of Developer
under Section 18.6 below, or any other provision of this Agreement, and no insurance carried by
Alameda shall be called upon to satisfy Developer's indemnification obligations under Section
18.6 below or any other obligations of Developer or its employees, agents, consultants, and
contractors under this Agreement.
18.3 Developer hereby waives any and all rights of recovery against Alameda and its
employees for any loss or damage to the extent these damages are insured by insurance carried
by Developer, and the insurance proceeds are actually received by the insured, including
amounts within any insurance deductible or self - insured retention. Developer shall, upon
obtaining policies of insurance required in this Agreement, give notice to the insurance carrier or
carriers that the foregoing waiver of subrogation is contained in this Agreement.
18.4 Developer will take all steps necessary to ensure that any conditions on the
Project Site created by Developer's entry will not interfere with the normal operation of the
Project Site or create any dangerous, unhealthy, unsightly or noisy conditions on the Project Site.
18.5 In connection with any and all entry by Developer or its employees, agents,
consultants, and contractors on the Project Site, Developer shall keep the Project Site free of all
liens by mechanics, materialmen, laborers, architects, engineers, and any other persons or firms
engaged by Developer to perform any work in connection with the Project Site.
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18.6 Developer shall indemnify and hold Alameda harmless from and against any
costs, damages, liabilities, losses, expenses, liens or claims (including, without limitation,
reasonable attorneys' fees) arising out of or relating to any entry on the Project Site by
Developer, its agents, employees, consultants or contractors in the course of performing the
inspections or studies provided for in this Agreement, or to any conditions on the Project Site
created by Developer's entry. The foregoing indemnity shall survive the expiration or
termination of this Agreement.
18.7 Developer's activities on the Project Site shall be subject to the general
supervision and inspection of Alameda and to such rules and regulations regarding ingress,
egress, safety, sanitation and security as may be reasonably prescribed by Alameda from time to
time.
Section 19. Cooperation. In connection with this Agreement, the Parties shall reasonably
cooperate with one another to achieve the objectives and purposes of this Agreement, including
cooperating with each other in preparing and negotiating the Transaction Documents with third
parties identified in Section 3 above. In so doing, the Parties shall each refrain from doing
anything that would render its performance under this Agreement impossible.
Section 20. Governmental Contact. Developer agrees that it will not meet, or engage in
negotiations, with any governmental officials or staff (other than Alameda and its staff) whose
approval is required to a Transaction Document, concerning the Project or the Project Site
without giving the Deputy Executive Director of the ARRA reasonable prior notice and the
opportunity to participate with Developer in any such meeting, or negotiations. ARRA agrees
that it will not meet, or engage in negotiations, with any governmental officials or staff whose
approval is required to a Transaction Document, concerning the Project or the Project Site
without reasonable prior notice to Developer. ARRA shall keep Developer informed of the
substance of any such meetings and negotiations and shall permit Developer to participate in the
same. Further, Alameda and Developer agree to refrain from knowingly engaging in contacts or
communications with government officials (other than Alameda staff) in a manner reasonably
expected to prejudice the interests of the other Party.
Section 21. Leases.
21.1 New Lease Termination Rights. During the Exclusive Negotiation Period (i)
ARRA shall consult with Developer with respect to prospective tenants and terms of any leases
of any portion of the Project Site, and (ii) without the written consent of Developer, ARRA shall
not enter into any leases with respect to the Property or any portion thereof which does not
contain the following clause:
Section _. Compliance with LIFOC. Notwithstanding any provision of
this Lease, Landlord and Tenant hereby agree as follows: (i) Tenant will not do
or permit anything to be done in or on the Premises which will cause the
occurrence of a default by Landlord under the LIFOC, (ii) if the LIFOC expires or
is terminated for any reason, then this Lease shall thereupon terminate, without
any liability to Landlord, as if such date were the scheduled expiration date of the
28
Term, as defined in Section _ below, and (iii) this Lease shall be terminable by
Landlord without penalty on sixty (60) days advance written notice.
21.2 Existing Uses. Notwithstanding anything to the contrary in this Section 21, as a
condition precedent to the DDA, ARRA or its governmental successors or assigns shall be able
to enter into the following leases of the Property with consultation, but without the consent of
Developer:
21.2.1 City Hall West (Building 1)
21.2.2 Fire Station No. 5 (Building 6)
21.2.3 O'Club (Building 60) (collectively, Sections 21.2.1 through 21.2.3 shall be
referred to as the "City Buildings ")
Such leases shall provide that it shall be an event of default for the subject tenant (or its
permitted successors in interest under this Section 21.2) to cease active use of or cease to occupy
said property for a period of greater than three (3) months. Further, such leases shall contain
provisions that prohibit the assignment, transfer, sublet,, or other disposition of the lease to any
party other than Alameda or its constituent bodies. Developer shall accept conveyance of the
portions of the Property on which such leases are located subject to such leases, provided that
Developer may, at its sole cost and expense, relocate such use of any or all of the City Buildings
on terms and conditions approved by Alameda, which approval shall not be unreasonably
withheld.
21.3 APT Headend Lease. Notwithstanding anything to the contrary in Section 21.1
above, Alameda has an interest in continuing the lease with APT of Building 2, Wing 3 (the
"APT Headend Lease ") due to the service provided by APT from the leased premises and the
related equipment installed thereon, and shall condition conveyance of the portion of the
Property subject to the APT Headend Lease on extension of the APT Headend Lease for a long-
term, market -rate lease.
Section 22. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
Section 23. Entire Agreement. This Agreement contains the entire agreement of the Parties
regarding the Project. This Agreement may be modified only by written agreement signed by the
Parties hereto.
Section 24. Captions. Captions at the beginning of each section of this Agreement are for
reference only and shall in no way define or interpret any provision hereof.
Section 25. Construction. The provisions of this Agreement have been jointly drafted by the
Parties and shall be constructed as to the fair meaning and not for or against any Party based
upon any attribution of such Party as the sole source of the language in question.
Section 26. Non- Waiver. No waiver made by either Party with respect to the performance, or
manner or time of performance, or any obligation of the other Party or any condition to its own
29
obligation under this Agreement will be considered a waiver with respect to the particular
obligation of the other Party or condition to its own obligation beyond those expressly waived to
the extent of such waiver, or a waiver in any respect in regard to any other rights of the Party
making the waiver or any other obligations of the Party.
Section 27. Time Periods. Any time period to be computed pursuant to this Agreement shall be
computed by excluding the first day and including the Iast day. If the last day falls on a
Saturday, Sunday or holiday, the last day shall be extended until the next business day that
Alameda is open for business, but in no event shall the extension be for more than three (3)
calendar days. All references to days in this Agreement shall mean calendar days unless
otherwise expressly specified.
Section 28. Time of the Essence. Time is of the essence with respect to each provision of this
Agreement, including, without limitation, each Mandatory Milestone set forth in the Mandatory
Milestone Schedule of Performance attached hereto as Exhibit B -1.
Section 29. Parties Not Co- Venturers. Nothing in this Agreement is intended to or does
establish the Parties as partners, co- venturers, or principal and agent with one another.
Section 30. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same agreement.
Section 31. Exhibits. References in this Agreement to exhibits (unless the context otherwise
requires) is to the exhibits described on the List of Exhibits attached hereto, all of which exhibits
are hereby incorporated by reference into this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
30
IN WITNESS WHEREOF, the Parties, who have had the opportunity to consult with
their attorneys with respect hereto and who fully and completely understand the teens and
provisions hereof, have executed this Agreement as of the date first set forth above.
ARRA:
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY,
a joint powers authority formed under California law
By:
Name: By:
Title: Name:
Title:
Approved as to form:
le'reS ,( yhim
[ SIGNATURES CONTINUE ]
1tf.
CIC:
COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA,
a public body, corporate and politic
By:.
Name:
Title:
Approved as to form:
By:
Name:
Ate, Gl
Title: LMead CO vl
[ SIGNATURES CONTINUE ]
City.
CITY OF ALAMEDA,
a municipal corporation
By:
Name:
Title:
Approved as to form:
By: a- ..i)f/ �� C
Name: sa 4, #1324 Sm
Title:
[ SIGNATURES CONTINUE }
Developer:
SCC ALAMEDA POINT LLC,
a Delaware limited lia.' ity co Z. an
By:
Name:
Title:
LIST OF EXHIBITS
Exhibit A Map of the Project Site
Exhibit B -1 Schedule of Performance (Mandatory Milestones)
Exhibit B -2 Schedule of Performance (Non- Mandatory Milestones)
Exhibit C Annual Budget
a
l
Exhibit A
Map of the Project Site
[Attached]
Exhibit B -1
Schedule of Performance
(Mandatory Milestones)
All terms not defined herein shall have the respective meanings ascribed to them in the
Agreement to which this Exhibit B -1 is attached.
Unless otherwise provided, all Mandatory Milestones are measured from the Effective
Date (for example, eight (8) months means the date which is eight (8) months after the Effective
Date).
B.
Mandatory Milestone
1, Master Project Schedule:
2. Development Concept:
3. Infrastructure Plan:
4. Business Plan:
5. Entitlement Application:
Mandatory Milestone
1.
Project Pro Forma:
Submission Date
Thirty (30) business days.
Eight (8) months
Eight (8) months
Eight (8) months
Ten (10) months
Completion Date
Ten (10) months
Exhibit B -2
Schedule of Performance
(Non- Mandatory Milestones)
All terms not defined herein shall . have the respective meanings ascribed to them in the
Agreement to which this Exhibit B -2 is attached.
Unless otherwise provided, all Non - Mandatory Milestones are measured from the
Effective Date (for example, eight (8) months means the date which is eight (8) months after the
Effective Date).
Non - Mandatory Milestones described below are good faith estimates by the Parties of the
time required to complete the Transaction Documents.
Non - Mandatory Milestone
Completion Date
1. EDC MOA Amendment
18 months
a. Finalize Navy Term Sheet
6 months
b. Submit EDC application
10 months
c. Finalize EDC MOA Amendment
18 months
2. NEPA Supplemental Environmental
Impact Statement (SETS)
24 months
a. Project scoping
11 months
b. Circulate Draft SEIS
18 months
c. Hearings and comments
18 -24 months
d. Finalize SEIS
24 months
3. Section 106 Memorandum
24 months
a. Revise historic resources
report
7 months
b. Economic study on buildings
15 months
c. Finalize Section 106 Memorandum
amendment
24 months
4. USFWS/NMFS Biological Documents
24 months
a. Biological Assessment/reinitiate
Section 7 consultation with USFWS
6 months
b. Finalize new Biological
Opinion with USFWS
18 months
c. Predator Management
Agreement
24 months
d. Determine if NMFS Biological
Opinion necessary /conduct Biological
Assessment
6 months
e. Finalize NMFS Biological Opinion
18 months
5. Early Transfer Documents
24 months
a. Finalize Draft Navy Term Sheet
6 months
b. Draft ETCA
12 months
c. Draft Administrative Order (AOC)
with Environmental Protection Agency
(EPA), Department of Toxic Substances Control,
Regional Water Quality Control Board
15 months
d. Draft FOSET
18 months
e. Public Comment /Finalize ETCA,
AOC, FOSET, submit to Governor /EPA
21 months
f. Approval by Governor/EPA
24 months
g. Final remediation contract and
environmental insurance policies
24 months
6. CEQA Documents
24 months
a. Project scoping
10 months
b. Notice of Preparation
I 1 months
c. Circulate Draft Environmental Impact
Report (EIR)
18 months
d. Hearings and comments /finalize EIR
24 months
7. CAA/DDA
24 months
a. CAA executed
12 months
b. Draft DDA
18 months
c. Public hearings
18 -24 months
d. Approval of DDA
24 months
8. Development Agreement /Entitlements
24 months
a. Submit Entitlement Application
10 months
b. Public hearings /approvals
18 -24 months
c. Development Agreement finalized
and approvals granted
24 months
9. Tidelands Trust Exchange Agreement
12 months
a. Submit draft Tidelands Trust
Exchange Agreement to California State Lands
Commission (CLSC)
3 months
b. Reach agreement on language with
CLSC staff
9 months
c. Obtain approval of CLSC
12 months
10. Public Planning Process
24 months
a. Introductory meetings/
constraints analysis
3 months
b. First round public planning chan-ettes
4 -6 months
c. Second round public planning
charrettes
6 -8 months
d. Development Concept public review
I0 months
e. Historic Preservation Plan public
review
10 -12 months
f. Focused topic community meetings
12 -18 months
g. Hearings and comments on
EIR /DDA /entitlements
18 -24 months
Exhibit C
Annual Budget
[Attached]
MAIAIamc\AP\Docs\w -ENA (Alameda Point) (7- 12 -07) (final)