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2008-01-02 ARRA PacketAGENDA Regular Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL 2. CONSENT CALENDAR Wednesday, January 2, 2008 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 December 5, 2007. 2 -B. Authorize the Executive Director to Execute an Agreement with Russell Resources for Environmental Consulting Services for Alameda Point for 12 Months in an Amount not to exceed $117,500. 2 -C. Approve Sublease for American Bus Repair, LLC at Alameda Point. 3. REGULAR AGENDA ITEMS 3 -A. Alameda Point Update -- Presentation of Quarterly Update of Project Master Schedule Prepared by SCC Alameda Point LLC. 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 ARRA Agenda - January 2, 2008 Page 2 This meeting will be cablecast live on channel 15. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary at 749 -5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. • Audio tapes of the meeting are available for review at the ARRA offices upon request. APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, December 5, 2007 The meeting convened at 7:30 p.m. with Chair Johnson presiding. 1. ROLL CALL Present: Chair Beverly Johnson Boardmember Doug deHaan Boardmember Frank Matarrese Boardmember Marie Gilmore Vice Chair Lena Tam 2. CONSENT CALENDAR 2 -A. Approve the minutes of the Regular Meeting of November 7, 2007. Member Gilmore clarified that the following correction should be made in the minutes regarding Item 3 -C. Alameda Point Advisory Task Force: that the Board and Commission representatives would not only convey their Board or Commission's position to SunCal at the public meetings, but also, they could speak for themselves if they made it clear that they were speaking for themselves and not on behalf of their Board or Commission. Member Matarrese motioned for approval of the Consent Calendar with the clarification made by Member Gilmore, seconded by member Tam and passed by the following voice votes: 5 ayes, 0 noes, 0 abstentions. 3. REGULAR AGENDA ITEMS 3 -A. Presentation by the Veterans Affairs on the VA Project Development Plans at Alameda Point. Debbie Potter, Base Reuse and Community Development Manager, introduced Claude Hutchison, Director of Asset Enterprise Management, and Larry Jaynes, Capital Asset Manager, of the VA who made a powerpoint presentation. Mr. Hutchison gave a summary profile of the Dept. of Veterans Affairs. The VA is the second largest agency within the Federal system, second only to the Department of Defense (DOD). They are essentially the alumni association for the DOD and serve the needs and requirements of 24 million living Americans who served our country. They have an annual budget projected to be $84 billion. There are three major areas of responsibilities and activities: 1) Veterans Health Administration — to serve the medical needs and requirements of those enrolled in the VA system. Currently 8 million enrollees, with 155 acute care hospitals around the country and 900 outpatient clinics, 2) Veterans Benefit Administration — financial services ranging from real estate loans to insurance and educational requirements, and 3) National Cemetery Administration — runs 125 national shrines as final internment for Veterans. Their hope is to place a combination of all three at Alameda Point — a significant, multi- purpose outpatient clinic, offices for the Veterans Benefit Administration, and an above - ground columbarium. The entire and mass that the VA hopes to have transferred to them by the Navy is approximately 597 acres. They envision developing about 113 acres concentrated in the north east area of the property. Mr. Hutchison further explained that the VA is still in negotiations with the USF &W because of the Lease Tern and California Brown Pelican whose habitat is within the area they hope to control. Mr. Jaynes concluded the presentation with an overview of the property area, stating that Alameda Point is strategically located to serve the Veterans of the greater Bay Area, and in addition, it is ideally and centrally located to serve the Veterans of northern Alameda County. He indicated on the map which area was the federal -to- federal parcel at the far west end of Alameda Point. It primarily consists of what was the airfield and landfill for NAS. The parcel does not include the Northwest Territories, which is still going to the City of Alameda. It also does not include any submerged lands. The 579 -acre parcel runs from the west side of hangar row all the way down to the bay, and follows the perimeter shoreline all the way around the tip. When it gets to the Northwest Territories, it comes back down to hangar row. Mr. Jaynes presented the VA's site development plan which they have been working on for 18 months. They plan to only develop 113 acres, and the remaining 466 acres will be left undeveloped. The VA's planned development is a circumference of about 1900 feet from the Lease Tern colony, based on the closest structure on hangar row, to assure the protection of the Lease Tern and the Brown Pelican and so the VA and these endangered species can co -exist on the site. Their plans include an outpatient clinic on the far east end which would replace the two facilities currently in Oakland. The clinic will be approximately 80- 90,000 sq. ft. and be a full- service ambulatory care clinic which will not have any beds. The VA would like to develop an above- ground cemetery on the 50+ acres on the far west end of the parcel. There are approximately 390,000 Veterans in the greater Bay Area that would use the cemetery services, and for the clinic, they envision that it would serve approximately 7,000 of the 40,000 northern Alameda County Veterans. Also included in the clinic would be a small clinic that is run by the Air Force (David Grant Medical Center) that would treat active duty and active duty dependents in the Bay Area. The third development plan includes land reserved for "enhanced use ", a public - private partnership where a developer comes in and builds a facility on under - utilized VA land. The VA was envisioning as their enhanced use partner a civilian in- patient hospital, which they believe is a compatible need with their outpatient clinic. Chair Johnson asked how many in- patient hospital beds the VA would anticipate be used by Veterans. Mr. Jaynes replied that approximately 10 — 20 would be used for Veterans. Member Matarrese mentioned that there is already a hospital here in Alameda that can be partnered with the VA. Mr. Jaynes explained that the plans for the civilian hospital are still conceptual. The enhanced use plans also include two structures for medical office buildings, which would house civilian doctors and administration. Also included is a small nature center which the VA would build to house fish and wildlife services and employees on the site to work with the Lease Terns, as well as EBRPD rangers if an agreement can be worked out with them. The VA would also build a bay trail on the property, limited to the far west side of the parcel in order to protect the endangered species. Mr. Jaynes presented the VA's timeline for development. They have been in consultation with USF &W for almost two years, and are currently in negotiations with the Navy to develop an MOU which will lay out the transfer terms. It is the VA and Navy's plan that the final transfer, including the transfer documents, will be complete by Fall of 2008. In addition, the VA is currently conducting a National Environmental Policy Act (NEPA) environmental assessment for transfer, and a biological assessment. They have plans to do a NEPA environmental impact study which is funded and ready to go. Mr. Jaynes explained the VA's two major construction projects, one for the clinic, one for the cemetery. Both projects are congressionally authorized and appropriated, if approved for the budget, design will begin on the clinic in 2010, with construction completed by spring/summer 2012. The columbarium is on the same timeline, but could be phased and opened sooner. The enhanced use lease is in the concept application process and will go to the Secretary of the VA in the spring, and if approved, the enhanced use process will begin in late spring and work toward having a partner and open in 2012. Member Tam thanked Mr. Jaynes and Mr. Hutchison for the presentation and had some questions: 1) on the discussions the VA has had with the Navy regarding environmental clean -up costs, 2) has there been progress in the VA's coordination with SunCal, and 3) the VA's role and relationship with the Alameda Healthcare District. Mr. Hutchison explained that the VA has had ongoing dialogue with the Alameda District hospital and will be meeting with the new CEO tomorrow morning (Dec. 6) to continue that dialogue and they are very interested in maintaining that relationship with the Alameda Healthcare District. He further explained that the VA has issued an RFP for outpatient services, and that the Alameda Healthcare District has responded. A final determination has not yet been made. As a response to Member Tam's first question.about the clean -up costs, Mr. Hutchison discussed that the Navy is responsible for clean -up. The VA's MOU with the Navy will set forth the terms and conditions that outline the requirements of the Navy to bring it up to appropriate commercial standards. The VA does not want to take on liability for contamination over which they had no control. The inter - agency transfer will set forth clearly the Navy's requirements with no dispute between the VA and the Navy as to those requirements. He emphasized that the VA has a significant due diligence process. Member Tam mentioned that since the VA is the alumni association to the Navy, that they may have a stronger tie to them than the ARRA does. Mr. Hutchison explained that the Navy is well aware of their obligation and is prepared to live up to it. Mr. Jaynes discussed the coordination efforts with SunCal, stating that most of their communication with SunCal since their last meeting with them has been through Debbie Potter. He said that he has been playing phone -tag with the project manager for SunCal, Pat Keliher, but will continue to strive to communicate with them to make sure their plans are in coordination with the ARRA's. Mr. Hutchison thanked Member Tam for being the catalyst to bringing SunCal and the VA together in a joint cooperation going forward. Chair Johnson wanted to clarify whether residential units were still part of the VA's development plan. Mr. Hutchison confirmed that residential units were never part of their plan. Member deHaan discussed his concerns about the budget appropriations and the VA's cost for their development plans. Mr. Hutchison stated that the budget approval cycle was FY '10 and the dollar amount for the hospital is in the $50M range, and considerably less for the columbarium. They are confident that their proposal will be well received by congress and the Dept. of Veteran's Affairs. Member deHaan also asked about the status of their coordination efforts with SunCal. Mr. Hutchison reaffii„ied what Mr. Jaynes had said about their intent to maintain dialogue with SunCal. Chair Johnson called the speakers, first Bill Smith, who spoke about various topics, including the Lease Terns and transportation issues. The next speaker, Mark Chandler, Commissioner of the Alameda County Veterans Affairs Commission, spoke in support of the VA's plan to develop the outpatient clinic at Alameda Point. He discussed the status quo of Veterans having to travel to Martinez, Travis AFB, and Mare Island for healthcare. Another speaker, Leora Feeney, Boardmember of the Golden Gate Audubon Society and Friends of the Alameda Wildlife (FAWR), stated her appreciation for the cordiality given by the VA regarding their proposal. She stated that all of them support Veterans in a huge way, and also support wildlife and open space and opportunities for our children to experience nature. Ms. Feeney discussed her concerns on specific issues of the VA presentation, mainly the "circle" concept (1900 feet distance from the nearest hangar). She's concerned that any development that places a barrier between the Lease Tern colony and the water would present a problem, as the Lease Terns do not fly over buildings. They would not be able to get to the water to forage. Ms. Feeney's other strong objection is the VA's unwillingness to accept the water around the refuge, together with the land, including the island breakwater where the brown pelicans roost. If the VA accepts the land and develops that northern portion of it, it seems reasonable, but there is a need to protect the foraging waters of the Lease Terns and the island breakwater for those endangered species. She emphasized the need for accountability to protect these things, and stated that if the USF &W does not have it, nor the VA, she's concerned about who will accept the responsibility. Chair Johnson asked the VA what their intention is with regard to Ms. Feeney's concerns about the water. Mr. Hutchison stated that it is envisioned that the water area would go to the master developer, SunCal, and that the VA has never coveted that water. Deputy Executive Director, David Brandt, corrected Mr. Hutchison's statement by explaining that the area is Tidelands property, so it would be the ARRA or the City that would hold title to the property, and not SunCal. The next speaker was Eli Saddler, Conservation Director for the Golden Gate Audubon Society. He discussed further the concerns of Ms. Feeney, and agreed that they support the VA. He would like them to go forward with their development plans, but just not at the Alameda Point site. One of their primary concerns is that the VA's plan contradicts the existing biological opinion that was developed when USF &W originally requested the property as a refuge. There was a minimum acreage required for the California Lease Tern which was the entire area sectioned off, not including the northern -most portion, which was going to the City and was to be developed as a buffer zone. The VA's plans would be inside the buffer zone of the area that has already been designated as the critical habitat for the species. They do not think that it is biologically defensible to draw a circle of 1900 feet around the colony, it is unrealistic to think that the birds will obey and stay in that circle: They use the whole area, including areas where the VA has already planned to put their hospital. Mr. Saddler also further discussed his concern about the water area, which was also included in the original biological opinion, which stated that the area to the south was needed for foraging for both species. He emphasized their concern about whether the VA's plan was biologically feasible without very serious mitigation that would have to be done ahead of any construction, mitigation meaning having an alternative site for the Lease Terns to go to, and there was no discussion of this mitigation. It is their understanding that the USF &W would have some kind of requirement that would include mitigation. The problem is, however, that there really is no other location for the Lease Terns to go. The VA plans could potentially jeopardize Alameda's very significant Lease Tern colony. Mr. Saddler also discussed his concerns about the VA's NEPA process and whether it is legally defensible. The transfer of the parcel is for a purpose, and if there is a new biological opinion that contradicts a pre - existing one, this places the VA's development plans on shaky ground, legally. Chair Johnson thanked all the speakers and Mr. Hutchison for coming in from Washington, DC to make the VA's presentation. Member deHaan asked whether the VA looked at other opportunities at Alameda Point. Mr. Hutchison clarified that their discussions have been with the Navy, and that the Navy came to them, unable to agree to terms with the USF &W and was going to dispose of the property, and asked whether the VA had an interest in taking it over. Their relationship to the parcel is a direct result of the Navy soliciting their interest. Mr. Jaynes added that the VA had looked at the older Coast Guard Housing property, but felt that it wasn't large enough to satisfy the VA's needs for a medical clinic as well as a columbarium. Member Matarrese expressed his appreciation for the presentation as it quelled various rumors about the VA's interest in the property. It's good for the ARRA and for the public to hear a presentation live from officials of the VA. Member Matarrese asked if they would take back with them a couple considerations: 1) that he does not share their optimism regarding the Navy's commitment to do clean -up. He asked that they have the same demands as the ARRA does regarding clean -up, and to accept the land clean, especially if it would be the final resting place for our Veterans, and 2) explore to the maximum the opportunity to work with the Alameda Healthcare District. A competing private hospital would be to the detriment of the hospital that Alameda taxpayers support. Member deHaan requested that the Alameda Healthcare District make a presentation to the ARRA regarding their interest in the VA project. Chair Johnson stated that they will invite the Alameda Healthcare District to make a presentation to the ARRA when they are ready to do so. 3 -B. Update on the Former Coast Guard Housing Property. Debbie Potter gave an update on the North Housing parcel, specifically on the temporary license agreement/lease for estuary park, the exploration of a possible short-term leasing program, and the screening process underway for the homeless accommodation and public benefit conveyance. Staff has been working with the Navy on the short-term lease for estuary park, some sticking points involve environmental remediation, but a short term lease agreement is planned to be brought back to the ARRA in January '08. Staff determined that it was not feasible to have a short-term leasing program for the surplus units. Regarding the screening process, on Nov. 5, the Navy published their notice of surplus property in the Federal register, which triggered the ARRA's obligation to notify the public that the property is available for screening and we are currently in the middle of the process. There is a public information workshop scheduled for tomorrow (Dec. 6) to brief interested parties on the screening process, and to take them on a tour of the property. Notices of Interest (NOI) for both the homeless accommodation and the public benefit conveyance will be due to the City on February 29, 2008. Those notices will be evaluated working with HUD and the Navy, and ultimately we will go through a public process of amending the Community Reuse Plan to reflect the accommodations and public benefit conveyances that may result from this process. 3 -C. Alameda Point Project Update — Oral Report. Debbie Potter gave an update on the Alameda Point project. A meeting with the Navy originally scheduled to take place in November was rescheduled to December 12th. The next SunCal community meeting is scheduled on December 13th at the O'Club at 6:30 p.m, with another public meeting scheduled on January 30, 2008. There was one speaker, Bill Smith. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB) representative. Member Matarrese will attend the meeting tomorrow (12/6) and will have a report in January. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were no speaker slips. 6. COMMUNICATIONS FROM THE GOVERNING BODY none. 7. ADJOURNMENT Meeting was adjourned at 8:49 p.m. by Chair Johnson. Respectfully submitted, 6/lai Irma Glidden ARRA Secretary Alameda Reuse and Redevelopment Authority Memorandum 2 -B To: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority From: Debra Kurita, Executive Director Date: January 2, 2008 Re: Authorize the Executive Director to Execute an Agreement with Russell Resources for Environmental Consulting Services for Alameda Point for 12 Months in an Amount Not to Exceed $117,500 BACKGROUND For the past nine years, Russell Resources has provided the environmental consulting services of reviewing, analyzing, and preparing comments on Navy environmental documents for the clean up of the Alameda Naval Air Station (Alameda Point) on behalf of the Alameda Reuse and Redevelopment Authority (ARRA). In addition, Russell Resources attends and represents the ARRA at meetings with State and Federal environmental regulators and the Navy and provides professional expertise to ARRA staff to allow full participation in the cleanup decisions made by the Navy. Most recently, Russell Resources assisted with negotiations with the Navy on the draft conveyance term sheet and supported staff in the Alameda Point Master Developer Request for Qualifications process. Russell Resources' existing contract expired on December 31, 2007. DISCUSSION In 2004, a limited Request for Proposals was issued for environmental consulting services at Alameda Point to determine if an additional environmental firm should be retained to augment Russell Resources, or if a new firm should be retained to replace Russell Resources. Three firms were interviewed as part of that process. An evaluation team met with Levine Fricke, Environmental Resources Management West, and CH2M Hill. Following those interviews and a review of the proposals received, the evaluation team determined that no additional services were necessary and that the ARRA should continue to engage Russell Resources. In addition, as part of evaluating environmental services for 2007, staff conducted an informal solicitation from two environmental consulting firms, Erler & Kalinowski and GeoMatrix, to determine if Russell Resources' expertise and cost were comparable to that of other firms. Given Russell Resources' familiarity with Alameda Point, long-standing relationships with the Navy personnel and environmental regulators assigned to Alameda Point, and competitive billing rate, the ARRA Board approved an agreement to retain Russell Resources. Under the new agreement, which is on file in the City Clerk's Office, Russell Resources will support the discussions with the Navy related to the conveyance of Alameda Point and will provide technical support to the staff on current and future environmental remediation. In addition, Russell Resources will continue to attend all Base Closure Team and Restoration Advisory Board meetings, attend Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority January 2, 2008 Page 2 meetings in furtherance of conveyance between and among ARRA, the Navy, and SunCal Companies, and attend other technical meetings that may be necessary to support conveyance of Alameda Point. Russell Resources will also review, and prepare draft comments on, technical environmental documents published by the Navy, along with reports and work plans, in support of the successful transfer and redevelopment of Alameda Point. BUDGET CONSIDERATION/FINANCIAL IMPACT Funds for Alameda Point environmental services are provided as part of the cost recovery provisions included in the Exclusive Negotiation Agreement with SunCal Companies. Approval of this agreement does not impact the City's General Fund. RECOMMENDATION Authorize the Executive Director to execute an agreement with Russell Resources for environmental consulting services for Alameda Point for a 12 -month term in an amount not to exceed $117,500. Respectful] . su•,, °fitted, Leslie itt e Development Services Director By: Debbie Potter Base Reuse and Community Development Manager CONSULTANT AGREEMENT TIIIS AGREEMENT, entered into this 2nd day of January 2008, by and between the ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY, a Joint Powers Authority, (hereinafter referred to as "ARRA "), and Russell Resources, Inc., a California corporation, whose address is 440 Nova Albion Way, Suite 1, San Rafael, CA 94903 (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. ARRA is a Joint Powers Authority established by the City of Alameda and the Community Improvement Commission under the California Joint Exercise of Powers Act and a public entity lawfully created and existing under the State of California with the power to carry on its business as it is now being conducted. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. ARRA and Consultant desire to enter into an agreement for services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the 2" `� day of January 2008, and shall terminate on the 31" day of December 2008, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: • Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference, 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $117,500.00 as set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE: Consultant and ARRA agree that time is of the essence regarding the performance of this Agreement. Russell Reno,(,' s. Mc. ,many 2008 Page I of 8 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the ARRA nor have any contractual relationship with ARRA. 6. INDEPENDENT PARTIES: ARRA and Consultant intend that the relationship between them created by this Agreement is that of employer - independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by ARRA to its employees, including hut not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from ARRA to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his /her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold ARRA harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON - DISCRIMINATION: Consistent with ARRA's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a ARRA employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Consultant shall indemnify, defend, and hold harmless ARRA, its Board, officials, employees, and volunteers ( "Indemnitees ") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ( "Claims "), arising from or in any manner connected to Consultant's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement, to the extent Consultant's negligent act or omission, whether alleged or actual, contributes to such claims. If Claims are filed against Indemnitees which allege negligence on behalf of the Consultant, Consultant shall have no right of reimbursement against Indemnitees Rus.relt Resources. Inc. uulro>> 2008 Page 2 of8 for the costs of defense even if negligence is not found on the part of Consultant. However, Consultant shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence or willful misconduct of Indemnitees. As to Claims for professional liability only, Consultant's obligation to defend Indemnitees (as set forth above) is limited to the extent to which its professional liability insurance policy will provide such defense costs. 10. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish ARRA with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the ARRA by certified mail, Attention: Rislc Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to ARRA and licensed to do insurance business in the State of California. Endorsements naming the ARRA as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: (3) Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. Russell Resources, Inc. nunry 2008 Page 3 of 8 B. SUBROGATION WAIVER Consultant agrees that in the event of loss due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his /her insurance for recovery. Consultant hereby grants to ARRA, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or ARRA with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against ARRA by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, ARRA shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: ARRA, its Board, officials, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by ARRA are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of ARRA. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from ARRA under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to ARRA by Consultant. ,,,Russell Resources,. Inc. ,many 2008 Page 4 of 8 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from ARRA is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of ARRA. No report, information nor other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by ARRA. Consultant shall, at such time and in such form as ARRA may require, furnish reports concerning the status'of services required under this Agreement. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by ARRA that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of ARRA or its designees at all proper times, and gives ARRA the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting l?ussell Resources, Inc. tawny 2008 Page 5 48 documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by ARRA's preliminary examination or audit of records, and the ARRA's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse ARRA for all reasonable costs and expenses associated with the supplemental examination or audit, 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to ARRA shall be addressed to ARRA at: Development Services Department 950 W. Mall Square, 2nd Floor Alameda CA 94501 Attention: Debbie Potter All notices, demands, requests, or approvals from ARRA to Consultant shall be addressed to Consultant at: Russell Resources, Inc. 440 Nova Albion Way, Suite 1 San Rafael, CA 94903 Attention: Peter Russell 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Consultant from AR.RA of written notice of default, specifying the nature of such default and the steps necessary to cure such default, ARRA may terminate the Agreement forthwith by giving to the Consultant written notice thereof. ARRA shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party 'shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by ARRA. ,.Russell Resources, Inc. nunry 2008 Page 6 of 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California. 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from ARRA to do otherwise. 22. WAIVER: A waiver by ARRA of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 23. INTEGRATED CONTRACT: This Agreement represents the full and, complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both ARRA and Consultant. 24. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 25. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. °— Puss &U Resources, I,w. trimly 2008 Page 7 of 8 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. Russell Resources, Inc. -, -- Russell Resources, Inc. Alameda Reuse & Redevelopment Authority Debra Kurita Executive Director RECOMMENDED FOR APPROVAL: Leslie A. Little Development Services Director Debsie Potter, Manager Base Reuse & Community Development APPROVED AS TO FORM: Teresa Highsmith City Attorney manly 2008 Page 8 0J'8 Exhibit A 2008 Scope of Work for Russell Resources, Inc. Task 1: Attend Regularly Scheduled BRAC Meetings: Base Closure Team (BCT), Remedial Advisory Board (RAB), and Proposed Plan Public Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 11 BCT meetings, 11 RAB meetings, and 4 Proposed Plan public meetings. Budget: $28,500 (assumes average cost is $1,600 per BCT meeting, and $900 for each RAB meeting and Proposed Plan public meeting) Task 2: Attend Meetings in Furtherance of Conveyance between and among ARRA, Navy, and Master Developer to Be Selected. Estimate 12 meetings. Budget: $10,800 (assumes average cost is $900 per meeting) Task 3: Attend Meetings with Environmental Regulators and Technical Supplemental Meetings (preparation, meeting attendance, and documentation of meeting). Estimate 15 meetings. Budget: $16,500 (assumes average cost is $1,100 per meeting) Task 4: Review of Technical Documents, Including Reports, Workplans, and Environmental Regulators' Comments on Same, and Preparation of Draft ARRA Comments on Selected of These Documents. Estimate 47 documents. Budget: $38,700 (assumes 30 documents perused at $200 each, 12 documents reviewed at $1,600 each, and 5 documents reviewed and commented upon at $2,700 each) Task 5: Additional Consultation (at the request of ARRA) and Contingency. The ARRA must preauthorize these tasks. Budget: $12,000 (approximately 10% of the budget for Tasks 1 -4) Task 6: Project Management, Including Email, Phone, Other Correspondence, Cost Accounting, Invoicing, Coordination, etc. Budget: $8,400 (assume $700 per month) Total 2008 Budget: $117,500 Alameda Reuse and Redevelopment Authority Interoffice Memorandum To: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority 2 -C From: Debra Kurita, Executive Director Date: January 2, 2008 Re: Approve Sublease for American Bus Repair, LLC at Alameda Point BACKGROUND In accordance with a policy established in 2004, the Alameda Reuse and Redevelopment Authority (ARRA) governing body reviews and approves all new and existing Alameda Point subleases with a term greater than one year. Routine subleases and renewals are presented as Consent Calendar items. New, longer term, and more complex leases are presented on the Regular agenda as needed. DISCUSSION Attachment A describes the business terms for the proposed sublease for American Bus Repair, LLC, d/b /a Coach Specialties for a portion of Building 24. The rent for this proposed lease is $68,580 annually, or $0.38 per sq. ft. in the first year, with a three percent increase each year in the subsequent years for industrial vehicle sales and leasing, painting and finishing, and repairs and storage. Building 24 is in fair condition. In accordance with the Exclusive Negotiating Agreement, this lease has been discussed with representatives from SunCal Companies and has their concurrence. BUDGET CONSIDERATION / FINANCIAL IMPACT The lease is expected to raise $68,580.00 in the first year. These funds will be retained by the ARRA. RECOMMENDATION Approve the proposed sublease agreement. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority By: Repec)fully submitted, -Leslie Little Development Services Director / / Kanette 13 Finance & Administration Manager January 2, 2007 Page 2 Attachment: A. Proposed Sublease Business Terms B. Site Map ATTACHMENT A PROPOSED SUBLEASE BUSINESS TERMS TENANT BUILDING SIZE (SF) TERM RENT American Bus Repair, LLC, d/b /a Coach Specialties 24 14,997 5 yrs $5,715 /mo. G: \Comdev\Base Reuse& Redevp \ARRA \STAFFREP\2008\2 -C American Bus Repair LLC.doc N0.6 to' MATCH LINE SEE PWC DWG # 108,690 ATTACHMENT 2 WILDLIFE REFUGE BOUNDARY 1 TAXIWAY NO. 4 DTI `.ztpdazi sng upoTaauzy I ! " 0 0 1‘3 06 r.3 L.) 500 LEXINGTON ST. *I, • .--, 405_ CA3 CO ■-• at CO 2%3 ra 0 L., cow MONARCH ST. LJ E LL '11 t on _ 347 LJ F-1 I ' LI *anv aaox .� SARATOGA ST. co 391 7:1 03 C° *.:;. MTH Alameda Reuse and Redevelopment Authority Interoffice Memorandum To: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority 3 -A From: Debra Kurita, Executive Director Date: January 2, 2008 Re: Alameda Point Update -- Presentation of Quarterly Update of Project Master Schedule Prepared by SCC Alameda Point LLC BACKGROUND On May 8, 2007, the Alameda Reuse and Redevelopment Authority (ARRA) selected SunCal as its Master Developer for Alameda Point and established a 60 -day due diligence and Exclusive Negotiation Agreement (ENA) negotiation period. The due diligence period was completed, and the ENA between SunCal and the ARRA, Community Improvement Commission (CIC), and City Council was approved on July 18, 2007. At the September 4, 2007 ARRA meeting, SunCal presented the Project Master Schedule, as required by the ENA. The ENA also requires that SunCal update the Project Master Schedule quarterly. The Project Master Schedule contains major project milestones, lists required actions to achieve each milestone, provides the start and end dates for the actions, and charts the duration of each task. Since presenting the Project Master Schedule in September 2007, SunCal has continued meeting with ARRA staff on a weekly basis. In addition, SunCal has accomplished the following project activities: • Held two community meetings: (1) an October 24, 2007, meeting that introduced SunCal and its consultant team and presented preliminary findings from a technical constraints analysis; and (2) a December 13, 2007 meeting that presented two broadly defined development concepts for the site; • Began planning for a third community meeting on January 30, 2008, to present more refined development alternatives based on community feedback from the December 13th meeting; • Met with the Navy on December 12, 2007, to begin discussions regarding the broad development concepts being explored by SunCal for Alameda Point; and ■ Continued meeting with local, regional, State, and Federal stakeholders; The attached quarterly update of the Project Master Schedule identifies the tasks necessary to complete the Mandatory and Non - Mandatory Milestones outlined in the ENA. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority DISCUSSION January 2, 2008 Page 2 The initial Project Master Schedule presented to the ARRA in September 2007 was predicated on the assumption that SunCal would commit to implementing the Alameda Point Preliminary Development Concept (PDC), which served as the basis for the Final Draft Conveyance Tenn Sheet with the Navy. Since the initial Project Master Schedule was presented to the ARRA, SunCal has conducted significant due diligence and determined that the PDC is not financially feasible. As a result, SunCal is pursuing new and distinct development concepts for the site, and the timing of certain project activities in the Project Master Schedule has changed. The quarterly update reflects the following changes to the Project Master Schedule: • A "Continuing Constraints Analysis/Planning" task was added to the schedule to reflect SunCal's decision to dedicate additional resources towards developing a new, feasible development concept for Alameda Point. This task is expected to be ongoing over the next 18 months. • A "City Technical Peer Review" task was added to complement SunCal's constraints analysis and planning activities. This task is also expected to be ongoing over the next 18 months. • The Final Draft Conveyance Term Sheet with the Navy may need to be revised depending on SunCal's ultimate development concept and, as a result, the initial January 2008 date for agreeing on the Term Sheet has been postponed. It is expected that this task will be finalized in June 2008. • The draft Tidelands Trust Exchange Agreement with California State Lands Commission (CSLC) may need to be revised depending on SunCal's final development concept. As a result, the initial October 2007 timeline for submission of the Agreement to CSLC was changed. It is expected that the draft agreement will be submitted in May 2008 and approved in Spring 2009. • Re- initiation of the Section 7 consultation with the United States Fish and Wildlife Service (USFWS) needs to be postponed until SunCal finalizes its development concept. As a result, the initial January 2008 timeframe for re- initiating this process with USFWS was changed. It is expected that this task will begin in May 2008. The Master Project Schedule will continue to be updated quarterly, and updates will be presented to the ARRA Board regularly. BUDGET CONSIDERATION / FINANCIAL IMPACT There is no financial impact on the General Fund, CIC, or ARRA budgets. The cost recovery provision in the ENA provides that SunCal pays for ARRA staff costs and consultant expenses. Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority January 2, 2008 Page 3 RECOMMENDATION This report is for information only. No action is required. Respectfully submitted, Leslie Little Development Services Director By: Debbie Potter Base Reuse and Community Development Manager Attachment: 1. Quarterly Update to Alameda Point Project Master Schedule G: \Comdev\Base Reuse& Redevp \ARRA \STAFFREP\2008 \3 -A SunCal Update.doc v d m 0 SunCal Companies -_ Northern Califomia Region Aiiii Bay Area Division SunCal Alameda Point Project Master Schedule January 2008 Alameda Point Development 24.53 mons Wed 7/18/07 Wed 7/22/09 ENA Effective Date 7 /18/2007 1 day Wed 7/18/07 Wed 7/18/07 Master Project Schedule 1.6 mons Thu 7/19/07 Tue 914/07 Draft 42 days Thu 7/19/07 Wed 8/29/07 City Review 2 days Thu 8/30/07 Fri 8131/07 Finalize 3 days Sat 9/1/07 Mon 9/3/07 Submit to ARRA 1 day Tue 9/4/07 Tue 9/4/07 Public Planning Process 10.07 mons Wed 7/18/07 Wed 5 /14/08 Intmductoy M-ettngSite Constraints .Analysis 99 days Wed 7 /18/07 Wed 10/24/07 Planning Charrettes 3.27 mons Thu 10/25/07 Wed 1/30/08 Development Scenarios 50 days Thu 10/25/07 Thu 12/13/07 Preliminary Development Aitemat,ves 28 days Thu 1/3/08 Wed 1/30/08'.. Deve.loument Concept and Infrastructure Plan 42 days Thu 1/31/08 Wed 3/12/08 ARRA Public Hearing 21 days Thu 3/13/08 Wed 4/2/08 Draft Master Plan 42 days Thu 4/3/08 Wed 5/14/08 VA Facilities 18.03 mons Wed 7/18/07 Thu 1/8/09 Planning 240 days Wed 7/18/07 Thu 3/13/08 Draft Cooperative Agreement 151 days Fri 3/14/08 Mon 8/11/08 Final Cooperative Agreement 150 days Tue 8/12/08 Thu 1/8/09 Planning and Entitlement 24.5 mons Wed 7/18/07 Tue 7/21/09 Planning 24.5 mons Wed 7 /18/07 Tue 7/21/09 SunCal Continuing Constraints Analysis/Planning 118 days Wed 7/18/07 Mon 11/12/07 City Technical Peer Review 617 days Tue 11/13/07 Tue 7/21/09 Development Concept refinements 7.1 mons Wed 7 /18/07 Fri 2 /15/08 Altematives Analysis 213 days Wed 7 /18/07 Fri 2/15/08 Public Amenities 213 days Wed 7/18/07 Fri 2/15/08 Infrastructure 213 days Wed 7 /18/07 Fri 2/15/08 Transportation 213 days Wed 7/18/07 Fri 2/15/08 Adaptive Reuse 213 days Wed 7/18/07 Fri 2/15/08 Commercial/Retail 213 days Wed 7/18/07 Fri 2/15/08 Marina/Waterfront 213 days Wed 7/18/07 Fri 2/15/08 Housing 213 days Wed 7/18/07 Fn 2/15/08 Phasing 213 days Wed 7 /18/07 Fri 2/15/08 Development Concept submission 31 days Mon 2/18/08 Wed 3/19/08 Master Plan 2.1 mons Thu 3/13/08 Wed 5/14/08 Preliminary 30 days Thu 3/13/08 Fn 4/11/08 ...........__. z m 3 m 0 0 m S 41 2008 2009 Jun ff�i 7�i�Qa_Dec ii��i< 9il�'9>I�9iiTa®�1R'fi mi�i�il�fimememo7i ® ®,. 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C.J IQ 0 Page 4 City CouncillARRA!CIC Public Hearing 27 days Wed 6/24/09 Mon 7/20/09 City certifies final EIR and issues project entitlements 1 day Tue 7/21/09 Tue 7/21/09 City issues notice of oetermination 1 day Tue 7/21/09 Tue 7/21/09 Early Transfer Documents 24.47 mons Wed 7/18/07 Mon 7/20/09 Finalize Navy Terra Sheet 347 days Wed 7/18/07 Sat 6/28/08 Draft Early Transfer Cooperative Agreement 60 days Sun 6/29/08 Wed 8/27/08 Draft Administrative Order (AOC) with EPA. DTSC. Water E3i 61 days Thu 8/28/08 Mon 10/27/08 Draft FOSET 60 days Tue 10/28/08 Fn 12/26/08 Public Comment/Finalize ETCA, AOC, FOSET. Submit to Gr 90 days Sat 12/27/08 Thu 3/26/09 Approval by Governor/EPA 91 days Fri 3/27/09 Thu 6/25/09 Final Remerhation Contract and Environmental Insurance Pt 25 days Fri 6/26/09 Mon 7/20/09 Task Name al Companies ern California Region ■rea Division SunCal Alameda Point Project Master Schedule January 2008 -77fr-' 2008 Jan 1Feb1MarlApr 1May 1Jun 1 Jul Au. Sep Oct Nov Dec • r