2009-03-04 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, March 4, 2009
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
2-A. Approve the minutes of the Regular Meeting of January 7, 2009.
2-B. Approve the minutes of the Special Meeting of February 3, 2009.
2-C. Approve an Amendment to the Consultant Contract with Harris & Associates for
On-Call Services for the Review of Land Development Entitlement Applications for
the Redevelopment of Alameda Point.
2-D. Approve a Second Amendment to Agreement with Economic & Planning Systems,
Inc., Increasing the Budget $145,000 and Extending the Term 11 Months, to
Provide Ongoing Negotiation Support for the Redevelopment of Alameda Point.
2-E. Authorize the Executive Director to Execute a Consultant Agreement with National
Response Corporation Environmental Services in the Amount of $325,000 for
Management of Alameda Point Port for the earlier of Five Years or Until Property is
Conveyed to the Alameda Reuse and Redevelopment Authority
2-F. Approve and Authorize the Executive Director to Execute a Second Amendment to
the Alameda Point Lease in Furtherance of Conveyance with the United States
Navy.
3. REGULAR AGENDA ITEMS
3-A. Alameda Point Update — Presentation of Project Pro Forma.
3-B. Approve a Five-Year Lease and Repayment Plan/Write-off with AC Hornet
Foundation.
3-C. Provide Leasing Guidance for Proposed Autocross/Motocross Events in the
Northwest Territories at Alameda Point
ARRA Agenda — March 4, 2009 Page 2
4. ORAL REPORTS
4-A. OraI report from Member Matarrese, Restoration Advisory Board (RAB)
representative
- Highlights of February 5th Alameda Point RAB Meeting.
5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
(Any person may address the governing body in regard to any matter over which
the governing body has jurisdiction that is not on the agenda.)
6. COMMUNICATIONS FROM THE GOVERNING BODY
7. ADJOURNMENT
This meeting will be cablecast live on channel 15.
Notes:
• Sign language interpreters will be available on request. Please contact the ARRA Secretary at
749 -5800 at least 72 hours before the meeting to request an interpreter.
• Accessible seating for persons with disabilities (including those using wheelchairs) is available.
• Minutes of the meeting are available in enlarged print.
• Audio tapes of the meeting are available for review at the ARRA offices upon request.
APPROVED
MINUTES OF THE REGULAR MEETING OF THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Wednesday, January 7, 2009
The meeting convened at 7:25 p.m. with Chair Johnson presiding.
1. ROLL CALL
Present: Chair Beverly Johnson
Boardmember Lena Tam
Boardmember Frank Matarrese
Boardmember Marie Gilmore
Vice Chair Doug deHaan
2. CONSENT CALENDAR
2 -A. Approve the minutes of the Regular Meeting of November 5, 2008.
2 -B. Approve the minutes of the Special Meeting of November 18, 2008.
2 -C. Approve the minutes of the Special Meeting of December 2, 2008.
2 -D. Authorize Negotiation and Execution of a Sublease Renewal for Mariusz Lewandowski dba
Woodmasters at Alameda Point.
2 -E. Authorize Negotiation and Execution of a Sublease Renewal for Alameda Soccer Club at
Alameda Point.
2 -F. Authorize the Sale of Four Boston Whalers to NRC for $44,500.
Approval of the Consent Calendar was motioned by Member Matarrese, seconded by
Member Gilmore and passed by the following voice votes: Ayes: 5, Noes: 0, Abstentions:
0
3. REGULAR AGENDA ITEMS
3 -A. Alameda Point Update - Presentation of SunCal's Draft Redevelopment Master Plan.
Debbie Potter, Base Reuse and Community Development Manager, addressed several topics
actively discussed in the community and clarified that tonight's update is for information only,
neither staff nor SunCal has requested formal` action on the Master Plan. It is an opportunity for
the community to comment on the draft Master Plan and for the ARRA Board to provide
feedback to SunCal. Because SunCal's plan is not consistent with the City's charter, as it
proposes a mix of residential structures that include multi - family rental and condo projects, this
master plan can only be approved by a vote of the people. SunCal anticipates placing its plan
on the ballot for the communities' consideration in November of this year, and the ENA requires
SunCal to notify the City no later than April 30 if it plans to proceed with the ballot initiative.
Tonight's presentation is part of the ongoing community dialogue that will continue over the next
18 months, as the City and SunCal negotiate a Disposition and Development Agreement (DDA)
for the long term redevelopment of Alameda Point. Two key issues have been the focus of
discussion: 1) the concept of a public trust modeled on the Presidio trust for Alameda Point, and
2) the amount of the Community Improvement Commission (CIC) investment in the Alameda
Point project and whether or not that investment of redevelopment dollars adversely impacts the
City's general fund which is responsible for financing critical city services.
Ms. Potter discussed the Presidio conveyance model — a transfer from military ownership via
special legislation to the National Park Service and was not subject to BRAC requirements - it
was determined that the same conveyance model is not feasible for Alameda Point. Alameda
Point is subject to BRAC, was previously screened for other federal agency uses, was screened
pursuant to the McKinney -Vento act for homeless uses, and is required to be conveyed at fair
market value for private ownership and reuse. The ARRA is working with the Navy to negotiate
a conveyance term sheet to transfer the property and provide for its ultimate reuse as a mixed -
use community that generates jobs, provides housing for all incomes, and opens up the
waterfront and creates new recreational opportunities for Alameda and the region. To achieve
that goal, the City entered into an Exclusive Negotiation Agreement with SunCal.
Ms. Potter addressed the issue of tax increment funds, clarifying that there cannot be a pledge
of tax increment funds without a DDA, approved by the City Council and CIC in public following
a public hearing, therefore, any approval of tax increment funding will only happen after input
and participation from the community. if tax increment funds are raised through the sale of tax
increment bonds, those bonds are secured and repaid solely by tax increment funds generated
in the Alameda Point Redevelopment Project Area (APIP), and in no way obligate the City's
general fund. Based on current projections of the property value to be created by the build -out
of the master plan, staff anticipates that a maximum of $184 million of tax increment will be
created over the life of the project. This number is well short of the $700 million being
referenced in the community. It should also be noted that large portion of the $184 million is
restricted to the production of affordable housing.
Furthermore, several years ago, the City Council adopted a resolution stating that all base reuse
activities must pay for themselves and be fiscally neutral to the City's general Fund. The
Council recognized the task of integrating former military property into the larger Alameda
community would have a cost in terms of a need for the increase police and fire services, more
demand on Parks and public libraries, and increased maintenance of new roads and
infrastructure, and that cost should be borne by the new development. SunCal's draft Master
Plan is supported by a Business Plan that provides for fiscal neutrality.
Ms. Potter introduced Pat Keliher, SunCal's Alameda Point Project Manager, who presented the
draft Master Plan via Powerpoint presentation. Following the presentation, there were several
speakers who discussed various issues about the draft Master Plan.
Member deHaan is concerned about some issues in the draft Master Plan, specifically regarding
the plans for residential development, the sea level rising, and transportation issues. He also
discussed the plans for the Sports Complex and that the plan has not changed, except for the
price. He continues to have strong reservations.
In response to public comment, Member Gilmore asked SunCal to explain its financial viability,
the effect of the bankruptcies of other projects, predevelopment funding and where that money
comes from, what happens during the predevelopment period if SunCal doesn't come up with
the money, and how SunCal sees the financing unfolding once we get to a DDA.
Mr. Keliher explained that throughout ENA period, SunCal is required to reimburse the City for
any expenditures, and deposit money to spend on predevelopment dollars. This is done every
quarter and is audited. Once we get through the ENA period, and the DDA period, and
determine how to actually finance the project, once the land is conveyed, there are several
different mechanisms, including debt & equity. With regard to the bankruptcies on the other
projects that SunCal was the operator on, not necessarily the owner of, most all of those were
Lehman projects. When Lehman filed bankruptcy and decided to not fund SunCal, SunCal
decided, involuntarily, to throw each of those projects into bankruptcy in hopes of forcing
Lehman to start to fund those. These projects are independently financed and structured and
have absolutely nothing to do with the Alameda Point project.
Member Gilmore reiterated the concern regarding SunCal's ability to fund predevelopment
expenses. Mr. Keliher explained that if SunCal defaults under the ENA and doesn't perform, it
is simply over. He further stated that, to date, SunCal has deposited all the funds. Both
Member Gilmore and Mr. Keliher clarified and confirmed that the ARRA is not obligated in any
way to reimburse SunCal for the predevelopment funds that have been spent.
There was discussion about the historic structures. Mr. Keliher is in agreement with the Board
that it's not the wisest move to proactively rip down the structures, and that SunCal will work
with staff on working out a process of evaluating the best direction.
Member Matarrese offered comments for consideration, including requesting detail of
commercial space, and what impact of those spaces would be with regard to traffic and truck
routes, and the industrial -type uses. Member Tam also asked about industrial uses, mixed -use
and residential. Peter Calthorpe described another similar project in San Jose where there was
a balance of use in the commercial, civic, and retail areas. He stated that industrial
development needs to be treated in special way, explaining that it has not yet been determined
whether there are industrial users that are appropriate for this site and that should be part of the
mix.
Member Tam asked about the BCDC sea level rise, and the 24" that one speaker mentioned.
Mr. Keliher responded that he has heard various levels, but that no one has come out with
specific number to design to, an issue that SunCal does not want to ignore. Member Tam
stated that we are at the point of our best and last opportunity to provide an economic stimulus
package without public subsidies or a tax on our general fund. This draft Master Plan produces
economic growth, a realistic transit system, and that the phasing will make it flexible enough to
respond to varying economic conditions, whether it's 15 years, or the next 20 -30 yrs. Member
Tam stated her appreciation to staff and SunCal that the plan has been vetted very thoroughly
with the community.
Member Gilmore asked what would happen if the City breached its obligations under the ENA.
Donna Mooney, Asst. General Counsel, replied that the ENA is a contract and if the City doesn't
fulfill an obligation to it, it would be considered a breach of contract. SunCal would have a legal
remedy to this breach, which could include asking a court to make us come back and continue
negotiating, or it could be that the contract is terminated and we give back the $1 million
deposit.
Member Matarrese clarified that tax increment bonds are sold based on tax increment at the
time the bond is sold, not based on the development for which those bonds will spur. Ms. Potter
confirmed and explained that, typically, when you go to the market with debt and desire to raise
money through the sale of bonds, the project has to be at least three years into its development
so that the underwriters and folks interested in purchasing the bonds have an expectation of the
track record and then projections about the increment that will be generated over the life of the
project.
At Chair Johnson's request, Ms. Potter summarized the process and milestones of the ENA so
that the public understands that this is not the end of the process.
This report was for information only and no action was taken by the Board.
3 -B. VA/Navy Presentation Regarding the NavyNA Federal -to- Federal Transfer at Former
NAS Alameda.
Ms. Potter gave a brief overview about the 600 acres on western portion of Alameda Point
property. The Navy and VA have been in discussion for many years about its plans for the
development of the portion of the wildlife refuge property. She introduced Claude Hutchinson of
the VA. Mr. Hutchinson gave his presentation via Powerpoint to the Board and community,
summarizing the status of the fed -to -fed transfer The plans include a 50 -acre above - ground
columbarium, a site for a VA outpatient clinic, and a non VA -owned hospital. Other presenters
included Patrick McKay of the Navy BRAG office; Dr. Ron Chun, VA outpatient clinic site
manager; Don Reiker, National Cemetary Assoc. regional director; Larry Jaynes, Capital Asset
Manager of the VA; and Jayni Alsep, the VA's environmental consultant from EDAW.
Chair Johnson clarified for the public that the ARRA is not a part of the transaction between the
Navy and the VA, and has no decision - making power in this transaction. She stated her
appreciation to the VA on its presentation and all its efforts for community involvement. Chair
Johnson also stated that although the ARRA has no control over this issue, we might be able to
cooperate if the VA was willing to look at other areas of the base.
4. ORAL REPORTS
4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB) representative
- Highlights of December 4 Alameda Point RAB Meeting.
Member Matarrese stated that the Dec. 4 RAB meeting was 'h Christmas party and 'h highlights
of the coming year's projects.
5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
None.
6. COMMUNICATIONS FROM THE GOVERNING BODY
None.
7. ADJOURNMENT
Meeting was adjourned at 12:45 a.m. by Chair Johnson.
Respectfully submitted,
Irma Glidden
ARRA Secretary
APPROVED
MINUTES OF THE SPECIAL JOINT MEETING OF THE CITY COUNCIL,
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (ARRA), AND
COMMUNITY IMPROVEMENT COMMISSION (CIC)
Tuesday, February 3, 2009
The meeting convened at 12:10 a.m. (on 2/4/09) with Chair Johnson
presiding.
1. ROLL CALL
Present: Chair Beverly Johnson
Boardmember Lena Tam
Boardmember Frank Matarrese
Boardmember Marie Gilmore
Vice Chair Doug deHaan
2. CONSENT CALENDAR
2-A. Approve the Minutes of the Special Joint City Council and CIC Meeting, and the Special
CIC Meeting held on January 6, 2009. (City Clerk) [Cie].
2-B. Recommendation to authorize the use of $350,000 of Tax Exempt Bond Funds from the
Merged Area Bond (Funds 201.11 and 201.15) and appropriate the funds for use for the
Fleet Industrial Supply Center (FISC) Emergency Water Repairs and Electrical Upgrades
at Park Street and Buena Vista Avenue; and authorize FISC Lease Revenue for additional
annual support of the Facade Grant Program. (Development Services) [CIC and ARRA]
Item 2-B was pulled for discussion. Approval of Item 2-A was motioned by Member
Matarrese and seconded by Member Gilmore and passed by the following voice votes:
Ayes: 5 Noes: 0 Abstentions: 0.
Discussion of Item 2-B: Leslie Liittle, Development Services Director, summarized the project
and asked the Board for consideration so that the project can get underway for construction in
the October timeframe. The request is essentially an appropriation of $800,000 that staff
expects there will be a trade of some funds between the FISC and the CIC. The tax exempt
bonds will go into the FISC water project as a Public Works project and the FISC lease
revenues will come back to the CIC to be used outside of redevelopment project areas and
does not have the same restrictions as redevelopment funds.
Rob Ratto, PSBA Executive Director, discussed the current improvement program on Park
Street and urged the CIC/Board to approve the money for the undergrounding, the facade grant,
and the FISC property.
Approval of Item 2-B was motioned by Member Matarrese, seconded by Vice-Chair
deHaan, and passed by the following voice votes: Ayes: 5 Noes: 0 Abstentions: 0.
3. REGULAR AGENDA ITEMS
3-A. Recommendation to consider an amendment to the Lease Agreement of 2315
Central Avenue between the CIC of the City of Alameda, Lessor, and Alameda Wine
Company, LLC, Tenant. (Development Services) [CIC]
Ms. Little gave a brief overview of Alameda Wine Company's request to amend their lease to
change their hours of operation. Staff is recommending no change to their lease at this time.
The tenant addressed the CIC explaining her request is due to financial reasons, stating that the
hours of 11:00 a.m.— 4:00 p.m. are the least profitable for her business.
Member Matarrese motioned to follow staff's recommendation to keep the status quo and
defer any change to the Alameda Wine Company lease until such time that there is the
eventuality and risk of the business closing. Only at that time should this item be
brought back to the CIC. Member Gilmore seconded the motion and it was passed by the
following voice votes: Ayes: 3 Noes: 1 (Vice -Chair deHaan) Abstentions: 1. (Member
Tam)
3 -B. Recommendation to approve a Five Year Lease and Repayment Plan/Write -off with
AC Hornet Foundation. (Development Services) [ARRA]
Ms. Little and Nanette Mocanu, Finance & Administration Division Manager, summarized the
Hornet's' repayment plan to alleviate their debt.
The Board gave direction to staff to bring this item back after revisions to the repayment plan to
include that the Hornet provide: a new business plan, credible financial reports, evidence of
creditors, and address the issue of the benefit to the ARRA of moving the Hornet for profitable
use of Pier 3. The Board also requested that a representative from the Hornet attend the
meeting when this item is brought back before the ARRA.
3 -C. Recommendation to approve an amendment to Consultant Contract with Harris &
Associates for On -Call Services for Review of Land Development Entitlement
Applications for Redevelopment of Alameda Point. (Development Services) [ARRA]
This item was continued to the next Regular ARRA meeting on March 4, 2009.
4. ORAL REPORTS
4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB)
representative - Highlights of January, 8th Alameda Point RAB Meeting.
Member Matarrese requested the Board review the handouts regarding OU -5 and OU -2B
technical details. The next RAB meeting is on Thursday, 2/5.
7. ADJOURNMENT — ARRA, CIC
Meeting was adjourned at 1:22 a.m. by Chair Johnson.
Respectfully submitted,
64Vde_
Irma Glidden
ARRA Secretary
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
Memorandum
To: Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Approve an Amendment to the Consultant Contract with Harris &
Associates for On -Call Services for the Review of Land Development
Entitlement Applications for the Redevelopment of Alameda Point
BACKGROUND
In May 2007, the City issued a request for qualifications for consulting services for the
review of redevelopment entitlement applications for Alameda Point. The scope of work
includes the review of storm water /floodplain /Federal Emergency Management Act
(FEMA) improvements, sewer infrastructure demands, transportation planning, traffic
engineering, geotechnical support services, and project management. Three
consultants submitted proposals, and after interviews with all the consultants, the City
selected Harris & Associates for the work. On November 29, 2007, the City entered into
a Consultant Agreement with Harris & Associates, in an amount not to exceed $74,900,
to conduct a review of the preliminary analysis used in the preparation of SunCal's
Development Concept. On November 4, 2008, the contract was amended to extend the
term to June 30, 2009.
DISCUSSION
On December 19, 2008, SunCal submitted their Alameda Point Draft Master Plan. This
plan was discussed at the Alameda Reuse and Redevelopment Authority's meeting of
January 7, 2009. Once the Draft Master Plan is approved, detailed design efforts will be
undertaken by SunCal. Since the City does not have existing resources available to
review the draft master plan, staff proposes to amend the current contract with Harris &
Associates to include the review of the detailed entitlement submittals; authorize hiring a
sub - consultant, Nelson Nygaard, to review the Transportation Plan and associated
studies; and increase the total contract amount to a not to exceed amount of $225,000.
Harris & Associates has successfully assisted the City with similar work on the
Catellus /Bayport project. They are familiar with the City's design standards and are well
qualified to perform this work for Alameda Point. A copy of the contract is on file in the
City Clerk's office.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
FINANCIAL IMPACT
The project is funded by the Alameda Point developer, Sun Cal.
MUNICIPAL CODE/POLICY DOCUMENT CROSS REFERENCE
This action does not affect the Alameda Municipal Code.
RECOMMENDATION
March 4, 2009
Page 2 of 2
Approve an amendment to the consultant contract with Harris & Associates for on-call
services for the review of land development entitlement applications for the
redevelopment of Alameda Point.
Respectfully submitted,
Matthew T. Naclerio
Public Works Director
(12/1--C-44a 4/100
By: Barbara Hawkins
City Engineer
Engineer
MTN:BH:gc
Alameda Reuse and Redevelopment Authority
Memorandum
To: Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Approve a Second Amendment to Agreement with Economic & Planning
Systems, Inc., Increasing the Budget $145,000 and Extending the Term
11 Months, to Provide Ongoing Negotiation Support for the
Redevelopment of Alameda Point
BACKGROUND
On July 18, 2007, the Alameda Reuse and Redevelopment Authority (ARRA),
Community Improvement Commission (CIC), and City Council approved an Exclusive
Negotiation Agreement (ENA) with SCC Alameda Point LLC (SunCal) for the
redevelopment of Alameda Point. The original 24 -month ENA established key
performance milestones, provided for reimbursement of ARRA staff and third party
costs, identified activities to be completed by third party entities, and specified key
personnel assigned to the project. The ENA was amended in March 2008 to provide
more time to complete two tasks: preparation of the Development Concept and related
documents, and preparation of the draft Master Plan. A second amendment to the ENA
was approved in October 2008. The second amendment revised several mandatory
milestone dates and authorized SunCal to partner with an equity investor to ensure
adequate financing for the predevelopment phase. The amended ENA expires on July
20, 2010.
The ENA 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. Upon approval of the ENA, ARRA staff executed agreements with third -party
consultants to prepare for various entitlement processes and negotiations with the Navy
and SunCal. ARRA contracted with Economic & Planning Systems, Inc. (EPS) to
provide real estate economic consulting services in August 2007, for an original total
contract amount of $185,000 and a 12 -month term. Since that time, EPS has prepared
a fiscal impact analysis, reviewed and provided critical feedback on SunCal's draft and
final Business Plans, developed a joint Project Proforma that serves as the basis for
negotiations with both SunCal and the Navy, and supported staff in responding to
numerous questions and comments from the Navy regarding the Project Proforma.
EPS's Agreement was amended in August 2008 to extend the term 12 months to
August 2009. A second amendment is now necessary to increase the contract term 11
months, and the budget by $145,000 to cover EPS' expenses through the ENA period.
Honorable Chair and March 4, 2009
Members of the Alameda Reuse and Redevelopment Authority Page 2 of 3
The amended Agreement has a total contract amount of $330,000 and a 35 -month
term. The proposed second amendment to the Agreement is on file in the City Clerk's
Office.
DISCUSSION
In addition to EPS's ongoing work at Alameda Point, the firm provided economic
consulting services to the ARRA during the previous ARRA -led pre - development period,
which included negotiations with the Navy and preparation of the Preliminary
Development Concept. As a result, EPS has in -depth knowledge of the opportunities
and constraints presented by the Alameda Point project site and the provisions of the
draft Navy Term Sheet. In addition, EPS has extensive experience working on other
large -scale reuse and redevelopment projects throughout the State, including former
Navy bases such as Hunter's Point Naval Shipyard and Naval Station Treasure Island
in San Francisco, and Tustin Marine Corps Air Station in Tustin, California.
EPS will provide continued support during the ongoing negotiation of the Project
Proforma, a Conditional Acquisition Agreement, if applicable, Navy Term Sheet and
Conveyance Agreement, and a Disposition and Development Agreement. As directed
by ARRA staff, EPS will participate in meetings with SunCal and the Navy, as
appropriate, and provide ongoing analytical and strategic support to the ARRA in
negotiations regarding business terms, revisions to the development plan, conditions of
property transfer, and the Project Proforma. Specifically, EPS will assist in the
evaluation of market values, absorption rates, phasing, land uses, fiscal mitigation,
financing mechanisms, public improvements, infrastructure requirements costs, and
profit participation. EPS will also control and maintain the Project Proforma for the
project, jointly prepared with SunCal.
FINANCIAL IMPACT
There is no financial impact on the General Fund, CIC, or ARRA budgets. The cost
recovery provision in the ENA requires that SunCal pay for all ARRA staff costs and
consultant expenses.
RECOMMENDATION
Approve a Second Amendment to Agreement with Economic & Planning Systems, Inc.,
Increasing the Budget $145,000 and Extending the Term 11 Months, to Provide
Ongoing Negotiation Support for the Redevelopment of Alameda Point.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
Respectfully submitted,
March 4, 2009
Page 3 of 3
Approved as to funds and account,
L e Litt e By:
Development Services Department Ann M e Gallant
Director Interim inance Director
otter
Base Reuse and Community Development
Manager
Alameda Reuse and Redevelopment Authority
Memorandum
To: Honorable Chair and Members
of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Authorize the Executive Director to Execute a Consultant Agreement
with National Response Corporation Environmental Services in the
Amount of $325,000 for Management of Alameda Point Port for the
earlier of Five Years or Until Property is Conveyed to the Alameda
Reuse and Redevelopment Authority
BACKGROUND
In September 1996, the Alameda Reuse and Redevelopment Authority (ARRA)
Governing Board directed the Executive Director to negotiate and execute a port
management and maintenance contract with Trident Management, Inc. for port services
at Piers 1, 2, and 3. Since that time, Trident has served as the ARRA's port manager.
In September 2006, the ARRA approved a three -year contract with Trident. In January
2008, National Response Corporation Environmental Services (NRC) acquired Trident
and assumed the role of port manager for Alameda Point.
DISCUSSION
Since the Alameda Naval Air Station closed, Trident Management, Inc. has served as
the port manager for the ARRA. Port management services are necessary to support
the Navy and MARAD ships at Alameda Point as specified in the 20 -year lease
agreement with MARAD. NRC has been a leading national Oil Spill Removal
Organization (OSRO) contractor since the passage of the Oil Pollution Act of 1990 and
brings considerable oil spill response expertise and equipment resources to their
position as port manager. In November 2007, after the Cosco Busan oil spill, NRC's
quick response to the spill and placement of booms around Alameda ensured the island
was protected from oil contamination.
NRC also acquired the exclusive license to operate the Bilge Oily Water Treatment
System ( BOWTS) from Trident. The BOWTS is an ARRA -owned equipment facility that
skims oil off of the water. NRC generates revenue from this service and can therefore
continue to offer port services at no additional cost. Prior to fiscal year 2004/2005, the
ARRA and Trident shared revenue derived from the use of the BOWTS. In 2005, the
ARRA relinquished that right, in exchange for approximately $300,000 reduction in the
contract price.
Honorable Chair and Members
of the Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 2 of 2
NRC currently occupies four Alameda Point buildings at no cost. As with Trident, ARRA
pays for NRC's insurance for its use of ARRA-owned equipment. The insurance costs
are approximately $100,000 annually and are included in the MARAD operating
cashflow.
FINANCIAL IMPACT
The cost for proposed port services is $325,000 annually, plus approximately $100,000
for insurance. The funding source for the services is ARRA lease revenue. The ARRA
cashflow (Attachment 1) includes these costs as part of the port operations and
maintenance budget.
RECOMMENDATION
Authorize the Executive Director to execute a consultant agreement with National
Response Corporation Environmental Services in the amount of $325,000 for
management of Alameda Point Port for the earlier of five years or until property is
conveyed to ARRA.
Resp ctf y submitted,
Approved as to funds and account,
Leslie Little By:
Development Services Department Ann M Gallant
Director Interim finance Director
Nanette Banks Mocanu
Finance and Administration Manager
Attachment 1: ARRA Cashflow
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Alameda Reuse and Redevelopment Authority
Memorandum
To: Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Approve and Authorize the Executive Director to Execute a Second
Amendment to the Alameda Point Lease in Furtherance of Conveyance
with the United States Navy
BACKGROUND
On June 6, 2000, the Alameda Reuse and Redevelopment Authority (ARRA) and the
United States Navy entered into a Lease in Furtherance of Conveyance (LIFOC) for the
former Naval Air Station Alameda, now called Alameda Point. The LIFOC has a 50-
year term and replaced the Large Parcel Lease that had been in effect since April 1997.
In November 2000, the LIFOC was amended to reduce the amount of Comprehensive
General Liability Insurance required for siib- tenants from $5,000,000 to $3,000,000 per
occurrence for property damage, to make the LIFOC insurance requirements consistent
with the Large Parcel Lease. The Navy has requested a second amendment to the
LIFOC to modify Exhibit A to remove several buildings from the leased premises so that
remedial work can be conducted on those premises. In addition, the Navy wants to
remove a portion of the Seaplane Lagoon from the lease. Buildings excluded from the
leased premises are not available for the ARRA to sub - lease. The second amendment,
which is on file in the City Clerk's Office, also further reduces the Comprehensive
General Liability Insurance requirements from $3,000,000 to $2,000,000 and changes
the notification provisions.
DISCUSSION
The Navy's primary task prior to conveying Alameda Point is to conduct the required
environmental remediation at the property. ARRA's ability to sub -lease space is
contingent upon the Navy issuing a Finding of Suitability to Lease (FOSL) for the
specific buildings /facilities to be leased and the Navy not needing regular access to
those buildings /facilities to conduct required clean -up activities. Further, Section 13.4,
Environmental Protection Provisions, of the LIFOC provides that "Lessee (ARRA)
agrees that should any conflict arise between the terms of (the Federal Facilities)
agreement...and the provisions of this Lease, the terms of the FFA...will take
precedence." "Lessee shall have no claim on account of any such interference..." The
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 2 of 3
FFA is the annual remediation schedule entered into between the Navy and the
Environmental Protection Agency (EPA).
The second amendment would remove a portion of the Seaplane Lagoon from the
leased premises. Based on its environmental condition, the Navy has not issued a
FOSL for the Seaplane Lagoon. Building 5 and the second and third floors of Building
400 would be removed from the leased premises to accommodate current
environmental remediation activity. There are currently no sub - leases for Building 5 or
the second and third floors of building 400, nor have these facilities /floors ever been
sub - leased. Portions of the ground floor of Building 400 are currently being leased.
The second amendment does not affect ARRA's ability to continue to sub -lease the
ground floor of Building 400.
Buildings 44, 66, 113, and 163 would be removed from the leased premises at the end
of the current term of each of the sub - leases. The Navy is requesting that these
buildings be unavailable for sub - leasing due to the need to conduct environmental
remediation work ranging from data gap analysis to possible clean up. The Navy has
determined that it cannot conduct its required work with tenants in place; however, it is
willing to begin the necessary work at the end of each sub -lease term rather than
compel the ARRA to terminate the sub - leases early. The second amendment provides
that, as these buildings are determined to be leasable again, they will be re- included in
the leased premises through further amendment to the LIFOC.
In addition to amending Exhibit A of the LIFOC to address leased premises, the second
amendment modifies the Comprehensive General Liability Insurance requirements by
reducing insurance coverage from $3,000,000 to $2,000,000 per occurrence with
respect to property damage. This change will make it easier for sub - tenants to acquire
insurance without the added cost of supplemental insurance to meet the previous Navy
requirement of $3,000,000. Finally, Section 19, Submission of Notices, is being
amended to remove references to specific people and replace those references with
positions (e.g., Executive Director, General Counsel, etc.).
The LIFOC provides that if there is a conflict between the ARRA's sub - leasing activities
and the Navy's environmental clean up obligations pursuant to the FFA, the Navy's
clean up obligations take precedence. The proposed second amendment is consistent
with Section 13.4 of the LIFOC. In addition, the Navy has agreed to lower the insurance
requirements as requested by ARRA, thereby making it easier for sub - tenants to obtain
the required insurance. Therefore, it is recommended that the ARRA Board approve
the second amendment.
FINANCIAL IMPACT
As noted above, buildings 44, 66, 113, and 163 are currently sub - leased. The ARRA
receives $235,548 annually from sub -lease revenues for these buildings. Once the
current sub - leases expire, these buildings will be removed from the leased premises.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 3 of 3
However, the businesses in buildings 44 and 113 have already relocated or will relocate
soon to other facilities at Alameda Point, so there will be no annual loss of revenue.
One of these tenants, Nelson's Marine, will be vacating at the end of March 2009, and
consolidating into existing rental space at another Alameda Point building. The ARRA
will lose $95,904 in annual rent with the removal of building 66 from the leased
premises.
The sublease for building 163 does not expire until September 2010, so there is no
immediate financial impact to removing this building from the leased premises; however,
if the lease were to be terminated, it represents a loss of $71,505 annually in revenue.
In addition, the Navy has indicated that it may be possible to do the required
environmental work at building 163 without displacing the tenant. Lastly, it is possible
that some, or all, of these buildings will be returned to the leased premises and be
available for sub -lease in the future.
RECOMMENDATION
Approve and authorize the Executive Director to execute a Second Amendment to the
Alameda Point Lease in Furtherance of Conveyance with the United States Navy.
Res•ectf , submitted, Approved as to funds and account,
Leslie Little By:
Development Services Department Ann k ie Gallant
Director Interim Finance Director
ie -o er
Base Reuse and Community Development
Manager
Attachment 1: Amendment No. 2 to the LIFOC
ATTACHMENT 1
AMENDMENT NO. 2
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
THIS AMENDMENT NO. 2 to the Lease in Furtherance of Conveyance is entered into
this day of , 2008 by and between THE UNITED STATES OF
AMERICA acting by and through the Secretary of Navy (Government) and THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (LESSEE)
recognized as the local redevelopment authority by the Office of Economic Adjustment
on behalf of the Secretary of Defense. Government and Authority may also be referred to
collectively as the Parties. This Amendment No. 2 supersedes and replaces all changes
made to the Lease through Amendment No. 1, executed on 28 November 2000.
RECITALS
WHEREAS, the Government is the owner of certain real and personal property
commonly referred to as the former Naval Air Station Alameda (NAS Alameda) 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
(Public Law no. 101 -510); and
WHEREAS, prior to the conditions for a deed transfer being met, the Parties entered into
a Lease in Furtherance of Conveyance granting the Authority immediate possession of
portions of the NAS Alameda; and
WHEREAS, the Parties desire to amend Paragraphs 1, 17, and 19 of the Lease, all as set
forth below.
NOW THEREFORE, in consideration of the forgoing premises and the respective
representations, agreements, covenants and conditions herein set forth, and other good
and valuable consideration, the receipt of which is hereby acknowledged, the Parties
agree as follows:
AGREEMENTS
Paragraph 1 Leased Premises:
Delete Paragraph 1.1 in its entirety and replace it with the following:
Government does hereby lease, rent, and demise to Lessee, and Lessee
does hereby hire and rent from Government, those parcels of real property as identified
on the Revised Exhibit "A" , dated 2008- 06 -03, attached hereto and made a part of this
lease, together with all personal property thereon, all of which remains as originally
identified in Exhibit "F ", which remains a part of this lease, along with improvements
thereon including elements of Government owned utility systems within the Premises and
serving the Premises, all hereinafter called the "Leased Premises ", and with the right of
ingress and egress to said Leased Premises.
Delete Paragraph 1.3 in its entirety and replace it with the following:
The Government reserves the right to continued use of those portions of
the Leased Premises identified as follows: (a) approximately 4,600 sf of space, on the
second floor Northwest corner; within Building 114, including the adjacent restrooms and
the associated courtyard for the non - exclusive use by Government. (ROICC) (b) the first
floor of building 112, and approximately 6000 sf of fenced area on the North side of said
building 112; (c) Building 338 C; Building 338B; Building 309; Building 400 the second
and third floors; and Building 5.
Insert as new paragraph 1.4, the following:
The following buildings are scheduled for environmental investigation and
each is currently occupied by a tenant pursuant to a sub -lease with Lessee with current
sub -lease expiration dates as shown. For buildings 44, 66, and 113, the Lessee may
extend each such sub -lease on a month to month basis with each to expire not later than
May 31, 2009 with all premises to be vacant on that date. Upon May 31, 2009, for
buildings 44, 66, and 113, and September 30, 2010 for building 163, or upon the earlier
termination of any such sub - lease, each building shall then be reserved exclusively for
use by the Government until the environmental investigation relating to that building is
complete. At that time should the building be deemed safe for tenant occupancy and use,
this Lease in Furtherance of Conveyance will be modified to place the building in the
possession of Lessee, otherwise each such building shall remain reserved exclusively for
Government use. These buildings, the current tenants and their current sub -lease
expiration dates are as follows:
Building and Tenant Current Sub -Lease Expiration
Building 44 - Mariuz Lewandoski- dba- Woodmasters 12 -31 -08
Building 66 - Nelson's Marine, Inc. 02 -28 -09
Building 113 - HESCO 04 -30 -09
2
Building 163 - Sustainable Technologies 09 -30 -10
The use of all buildings reserved for Government use shall be provided to the
Government without payment of rent for the term of this Lease. The Government will
relinquish possession of the above identified space to Lessee at such time as Government
no longer requires use of such space.
In addition, That area shown on Revised Exhibit "A ", denominated as Seaplane Lagoon,
including water, land and piers, shall be removed from the LIFOC and no longer
available for Sub -Lease by the Lessee, subject however to a temporary "right of access"
for boat launching and recovery hereby granted to Nelson Marine in connection with, and
for the duration of, their current lease with Lessee said "Right of Access" shall consist of
an area of water 100 feet wide as measured from the North edge of Pier # 1, as depicted
on revised Exhibit "A ". Nelson Marine shall be responsible for marking the designated
area in a manner acceptable to the Government.
Paragraph 17 Insurance:
Delete Paragraph 17.4.1 in its entirety and replace it with the following:
Comprehensive commercial general liability insurance, in the amount of
$2,000,000 per occurrence with respect to personal injury or death, and $1,000,000 per
occurrence with respect to property damage.
Paragraph 19 Submission of Notices:
Delete Paragraph 1.9 in its entirety and replace it with the following:
Notices shall be sufficient under this Lease if made in writing and to the
following addressees:
If to Authority Executive Director
Alameda Reuse and Redevelopment Authority
Alameda City Hall
2263 Santa Clara Avenue
Alameda, CA 94501 -4456
(Facsimile: 510- 748 -4504)
with a copy to:
General Counsel
Alameda Reuse and Redevelopment Authority
Alameda City Hall
2263 Santa Clara Avenue
Alameda, CA 94501 -4456
(Facsimile: 510- 748 -4691)
and to: George R. Schlossberg, Esq.
Kutak Rock
3
1101 Connecticut Avenue, N.W.
10`x' Floor
Washington D.C.
(Facsimile: 202 828 -2488)
If to Government: Director
Base Realignment and Closure
Program Management Office
1455 Frazee Road, Suite 900
San Diego, CA 92108 -4310
(Facsimile: 619 532 -0940)
Except as set forth herein, and unless specifically modified by this Amendment No.2, all
terms and conditions contained in the Lease shall remain binding upon the Parties and
their respective successors and assigns as set forth in the Lease.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment No.2
to the Lease in Furtherance of Conveyance as of the day and year first above written.
UNITED STATES OF AMERICA,
acting by and through the Department of Navy.
By:
WILLIAM R. CARSILLO
Real Estate Contracting Officer
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY,
By:
DEBRA KURITA
Executive Director
APPROVED AS TO FORM:
By:
TERESA HIGHSMITH
City Attorney
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Alameda Reuse and Redevelopment Authority
Memorandum
To: Honorable Chair and Members
of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Alameda Point Update — Presentation of Project Proforma
BACKGROUND
In July 2007, the Alameda Reuse and Redevelopment Authority (ARRA), Community
Improvement Commission (CIC), and City of Alameda (together Alameda) entered into
an Exclusive Negotiation Agreement (ENA) with SCC Alameda Point LLC (SunCal) to
secure the required land use entitlements to redevelop Alameda Point. The ENA
identifies a number of mandatory performance milestones necessary for SunCal to
complete the entitlement process during the ENA term, including the preparation of a
Development Concept, Infrastructure Plan, draft Master Plan, Sports Complex Master
Plan, Business Plan, and executed conveyance term sheet with the Navy. SunCal
submitted a Development Concept, along with a draft Business Plan, draft Sports
Complex Master Plan, and Infrastructure Plan, on September 19, 2008. Based on
feedback provided to SunCal by numerous City boards and commissions, SunCal
prepared its draft Master Plan, final Sports Complex Master Plan, and final Business
Plan, which it submitted to the ARRA on December 19, 2008. ARRA staff and
consultants worked cooperatively with SunCal in the preparation of these documents. A
final Navy Term Sheet outlining the terms of conveyance (Term Sheet) is required to be
negotiated and completed by July 30, 2009.
Concurrent with SunCal's and ARRA's joint efforts, ARRA staff has worked closely with
its economic consultant, Economic & Planning Systems (EPS), and cooperatively with
SunCal, to prepare a Project Proforma based primarily on the final Business Plan. The
Project Proforma is controlled and managed by ARRA staff and EPS and will evolve
throughout the entitlement process as information is refined and land use plans are
solidified. The Project Proforma estimates revenues and costs of the Project during the
development period and serves as a strategic and analytical tool for negotiating and
memorializing the provisions of the Term Sheet with the Navy and the Alameda Point
Disposition and Development Agreement with SunCal.
Under the ENA, documents specified by Suncal as confidential will not be disclosed to
the public. Suncal has informed staff that the documents pertaining to financial models,
such as the final Business Plan, the precise estimate for costs and revenues, and the
Honorable Chair and Members
of the Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 2 of 4
Project Proforma, are confidential. Suncal deems them confidential because they
contain figures and financial models developed from proprietary information and/or
trade secrets that would disadvantage Sun Cal if disclosed to potential competitors.
These types of documents are not public records.
DISCUSSION
This staff report provides a non-confidential summary of the Project Proforma and
outlines proposed next steps with the Navy in pursuing a final conveyance Term Sheet.
Summary of Project Proforma
The Project Proforma is based on the December 19, 2008 draft Master Plan, including
the following:
• Over 100 acres of parks and open space;
• Regional sports complex;
• Significant transit improvements, including citywide infrastructure;
• West End Branch Library and collections;
• Upgrades to Fire Station 5;
• New school;
• Preservation and adaptive reuse of existing buildings in the historic district; and
• Affordable housing.
The Project Proforma also assumes fiscal neutrality is achieved through dedicated
annual assessment revenue and direct payments by the project, when necessary. All
new development at Alameda Point will pay an annual assessment to fund General
Fund obligations created by the project. The assessment amount is based on estimates
of Public Works expenditures at project completion, and then levied on all development
on a per-unit or per-square-foot basis from day one of the project.
During the years before project completion, when the assessment revenue does not
cover the full cost of projected adverse impacts on the General Fund budget, the project
will make direct payments to the City's General Fund, thereby ensuring fiscal neutrality.
In analyzing the estimated impacts of the redevelopment of Alameda Point on the City's
General Fund, EPS prepared a fiscal impact analysis, which makes conservative
assumptions in terms of both potential project revenues and costs.
Honorable Chair and Members
of the Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 3 of 4
The Alameda Point Project Proforma currently assumes that project revenues consist
primarily of residential and commercial land sales, interim leasing, public redevelopment
tax increment financing, land secured financing, and private financing. Costs include
public facilities and services, backbone infrastructure, financing costs, and indirect
costs, such as predevelopment expenses, professional services, fees, Development
Services Department administration, and lease revenue bond repayment. Remaining
amounts would be available for payment for land or developer profit. Because a
Proforma is a financial "snapshot in time ", there are various aspects of the Project
Proforma that will require further refinement and resolution among SunCal, the Navy,
and the ARRA as development negotiations continue.
Summary of Next Steps with Navy
Initially, the master developer selection process and ENA anticipated that the developer
would pursue conveyance of the Alameda Point property based on the requirements of
the 2006 draft Term Sheet negotiated between the Navy and ARRA. During the last 18
months, SunCal has conducted due diligence work, in cooperation with ARRA staff and
consultants, including analyzing property development constraints, and has concluded
that a financially viable land plan requires portions of the previous Term Sheet be re-
negotiated. As a result, ARRA staff submitted the most recent version of the Project
Proforma to the Navy on December 22, 2008, and held a meeting with the Navy,
SunCal on January 8, 2009, to present the assumptions contained in the Project
Proforma and discuss staff's and SunCal's conclusion that the proposed APCP /Navy
Term Sheet is no longer viable. The provisions of the former Term Sheet concluded no
longer viable include: (1) the extent of the property to be conveyed, (2) the amount of
land payment, (3) the amount of a per-unit "premium" payment, if any, (4) the type of
transfer; and (5) privatized versus Navy - retained environmental clean up. The Navy's
economic consultants have asked numerous questions of both the ARRA and SunCal
and will provide feedback regarding the assumptions in the Project Proforma and the
overall conveyance proposal by the end of the month.
FINANCIAL IMPACT
There is no financial impact on the ARRA and General Fund budgets as a result of
receiving the Project Proforma. The cost recovery provision in the SunCal ENA
requires that SunCal reimburse the ARRA for any staff or consultant cost.
RECOMMENDATION
This report is for information only. No action is required.
Honorable Chair and Members
of the Alameda Reuse and Redevelopment Authority
RespectfullyAbmi
odi
pow,
Leslie Little
Development Services Department Director
ie Potter
Base Reuse and Community Development Manager
sni !Rif
By: fennifer Ott
Redevelopment Manager
LAUDP/JO:
Alameda Reuse and Redevelopment Authority
Memorandum
To: Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Approve a Five -Year Lease and Repayment Plan/Write-off with AC
Hornet Foundation
BACKGROUND
The initial lease with the Hornet Museum Foundation was executed in April 1998
for pier space and a parking lot (80 feet of pier and approx 250,000 sf parking
lot). The lease was amended in May 1999 after the Hornet was unable to meet
its rent obligation. The base rent for the piers was restructured and lowered
significantly. The parking lot rent was also lowered, and a portion of retroactive
base rent was deferred for two years. A portion of base rent, which was not
deferred, was forgiven.
In August 2000, the lease was amended a second time, significantly reducing the
base rent to $8,500 per month, total, for both pier space and parking lot, and the
parking lot premises were reduced by approximately 7,260 sf. At the time, the
Hornet was 20 months behind in rent payments and the Alameda Point master
developer, property managers, and Alameda Reuse and Redevelopment
Authority (ARRA) staff met with the Hornet to discuss a rent repayment plan.
In November 2005, after the Hornet again became delinquent in rent payments,
the ARRA and the Hornet entered into a license agreement requiring rent for the
greater of $3500 monthly or $1.00 for every museum patron. Any amount over
$3500 would be applied to the outstanding balance the Hornet accrued during
the lease period.
The license agreement was developed so that the Hornet could both begin
paying rent and reduce the large balance owed to the ARRA. Before the license
agreement was signed, the growing rent delinquency had caused the Hornet to
accrue a large debt. The Acting City Manager negotiated this solution to allow
the ARRA to generate revenue from the pier occupied by the Hornet, while at the
same time assisting the Hornet with ,reducing its debt. At year -end 2005, the
Hornet's arrears were $555,335.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
DISCUSSION
March 4, 2009
Page 2 of 3
Under the 2005 license agreement, the Hornet has been consistently paying its
minimum balance and has paid $38,631 above the minimum toward its original
outstanding debt. However, the Hornet has had difficulty securing financing and
attracting large donors because of the large rent liability it carries on its books. In
addition, many of the corporate holiday parties scheduled on the Hornet at the
end of last year were canceled.
The ARRA's current financial reports are carrying funds owed from eight years
ago. Neither eviction nor standard debt collection practices appear to be a
solution to this problem. The Hornet is not in a position to pay these delinquent
rents and continue to invest in the numerous capital needs of the museum ship.
As a result, staff has discussed a partial repayment option with the Hornet and
proposes the ARRA consider new lease terms.
Under the proposed new lease agreement, in place of the monthly minimum
payment of $3500 per month or $42,000 annually, the Hornet will be required to
make an annual rent payment of $36,000 ($3000 per month). The Hornet will
have five years to pay back 50% of its arrears ($277,668). For every dollar that
the Hornet pays to the arrears, it is proposed that the ARRA also reduce the
amount owed by one dollar. If at the end of the five -year period, the Hornet has
not paid down the entire $277,668, the ARRA will restore the portion of arrears
written off, and it will all come due. Staff will provide an annual progress report
on the repayment plan.
Although the license was executed in 2005, the ARRA was reluctant to accept
the license as payment for the Hornet's original lease obligation. As a result, the
ARRA has been tracking what the Hornet would owe if the old lease were in
effect. This amount, which appears in the ARRA's financial documents and on
the Hornet's ledgers, is $332,698, plus the $555,335 owed as of the end of 2005.
Should the ARRA approve the new lease and repayment plan, staff will no longer
report or track information related to the original lease agreement.
At the February 3, 2009 ARRA meeting, the ARRA considered the five -year
lease with the Hornet and added several conditions:
1. The Hornet must provide the ARRA with audited financials and allow the
ARRA access to their financial documents.
Since the meeting, the Hornet has provided staff with a draft of their fiscal
years 2007 and 2008 audited financials.
2. The Hornet must provide the ARRA with information on whether any of its
creditors have released the Hornet of its debt obligation and where the
ARRA's position is among the creditors.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 3 of 3
The Hornet has provided staff with several letters of debt write -off from its
creditors. More specifically, the Hornet's largest debt stemming from
September 2003 has been classified as long -term debt, as the creditor
has not demanded payments' since December 2004 and has stated
"should the foundation be in a position to repay the loan in the future, it will
renegotiate repayment terms." Therefore ARRA would be in first position
for repayment.
3. The Hornet must have a business plan.
The Hornet has had several business plans and will provide the ARRA
with a revised plan, since they recently named their new Executive
Director. Under the proposed lease, the ARRA would require the Hornet
to provide its revised business plan within the first six months of the lease.
FINANCIAL IMPACT
The lease revenue that the ARRA receives from the Hornet will be reduced by
$6000, from $42,000 annually to $36,000. The ARRA will begin to recapture half
of the $555,335 owed by the Hornet under its former lease agreement. At the
end of the five -year term, the ARRA will need write off up to half of the $555,335
($277,668) if the Hornet meets its repayment goal. This action will significantly
restructure the ARRA's uncollected rent reporting within its monthly financial
statement. The Hornet currently accounts for 42% of the ARRA's monthly
reported uncollected rents.
RECOMMENDATION
Approve a five -year lease and repayment plan /write -off with AC Hornet.
Respectful submit-d,
Leslie Little
Development Services Director
By:
11
Nanette Banks Mocanu
Finance and Administration Manager
Alameda Reuse and Redevelopment Authority
Interoffice Memorandum
To: Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
From: Debra Kurita
Executive Director
Date: March 4, 2009
Re: Provide Leasing Guidance for Proposed Autocross /Motocross Events in the
Northwest Territories at Alameda Point
BACKGROUND
In late 2008, staff received a leasing referral from a member of the Alameda Reuse and
Redevelopment Authority (ARRA) Governing Board for an individual who was interested
in leasing the Northwest Territories for an autocross (performance course in
automobiles) event. Currently, the only autocross event allowed at Alameda Point is
operated by the Porsche Club. The Porsche Club has a use permit which allows a
limited number of events per year.
DISCUSSION
Upon meeting with the applicant, it became evident that he wanted to hold more than an
occasional autocross event. Initially the applicant proposed a master lease for the
entire Northwest Territories in which existing users would go through the master lease
for access to the area, and the Antiques Fair would be assigned to the entity for
management and coordination. This lease structure was proposed because the
applicant had planned to make extensive investment into the property in order to meet
autocross standards. In addition to the autocross, the applicant thought the Northwest
Territories would be a desirable location for special events such as car, boat, and RV
shows. The applicant would pay the ARRA a flat fee for the property, and the ARRA
would also share in a percentage rent and profits from merchandise sales and parking.
After further consideration, the master lease concept was rejected. The applicant will
have first priority for leasing on non - Antique Fair weekends.
As part of the initial feasibility review of the proposal, the applicant and staff presented
the plan to the Alameda Point developer. SunCal approved of the proposed use for five
years, with an additional five -year option, provided the applicant be prepared to reduce
their leased premises upon SunCal's request.
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 2 of 3
During the staff review period, the applicant's planned use for the area grew. The
applicant wanted to have an autocross, motocross, 1/8 mile racing strip, space for an
outdoor pavilion, and activities such as rodeos and circuses. The expanded plan
included the entire Northwest Territories, including areas currently restricted by the
Navy, so the development would need to occur in phases.
In addition to expanding the plan for the property, the applicant talked to a variety of
event sponsors and marketed this site as a potential west coast location for autocross
and motocross events. Unlike the current autocross events at Alameda Point, the plan
was to have multiple autocross events at the same time separated by K- rails, with no
limit on the number of events. Staff was provided with a business plan with cost
estimates of investments needed to be made in the property and projected revenue.
The applicant's activities piqued the interest of the autocross community, and staff and
leasing agents began receiving a number of inquiries and requests. Most of the users
wanted to hold side -by -side racing events and wanted to lease directly from ARRA,
other than going through the applicant. After receiving inquiries from other potential site
users, staff told the applicant that no commitments could be made until the ARRA
Governing Board had an opportunity to discuss the matter.
As part of its due diligence, staff also contacted the ARRA's environmental consultant,
Risk Manager, and the Police Department about this proposal. In the short term, the
ongoing environmental remediation at Alameda Point prevents all of the other proposed
uses except the autocross and 1/8 mile racing strip. The Risk Manager stated that the
City /ARRA could sanction racing and at the same time shield the City from liability by
taking specific steps to mitigate exposure, such as requiring the applicant to reimburse
the ARRA/City for the cost of special event insurance in addition to the usual insurance
requirements.
The Alameda Police Department had concerns over the 1/8 mile race strip, because
Alameda Point is such a large property with several secluded areas, and overzealous
racers may stray from the sanctioned area onto Alameda Point and other city streets.
They do not want this location to be a designated place for drag racing or side shows
and become a problem and an added strain on City resources. The applicant met with
police and discussed how they have addressed these issues at other locations. The
police are willing to see if the same strategies will work in Alameda. In regards to
autocross events, APD requests special event permits for each event, thereby giving
APD the opportunity to ensure safety is provided for participants, guests, and the
community. A new or amended use permit would be required for this proposed lease,
which would allow for additional public review and comment.
After reviewing the entire applicant proposal (See Attachment 1) and receiving feedback
from Planning, Police, Risk Management and others the staff recommendation is to:
Honorable Chair and Members of the
Alameda Reuse and Redevelopment Authority
March 4, 2009
Page 3 of 3
• Lease the 1/8 mile and autocross strips to the applicant for all non-Antique Fair
weekends;
• Allow the 1/8 mile racing, but if an off-site racing event occurs on Alameda Point
or other Alameda City street, this activity will be suspended;
• Allow unlimited autocross activity on the non-Antique Fair weekends; and
• Consider remaining uses at future ARRA meeting when the property becomes
available.
The ARRA is being requested to discuss and provide direction on the following
questions:
1. Does the ARRA want to entertain a phased development of the Northwest
Territories or would the ARRA prefer that the applicant only plan for property
available now? This question is necessary as it will have financial implications
for the applicant on short and long term investments.
2. Does the ARRA want to allow 1/8 mile side-by-side racing conducted under
International Hot Rod Association standards?
3. Does the ARRA want to allow multiple autocross events running concurrently at
Alameda Point?
RECOMMENDATION
Provide leasing guidance for proposed autocross/motocross events in the Northwest
Territories at Alameda Point.
Res eV Ily submitted
Leslie A. Little
Development Services Director
By: anette Banks Mocanu
Finance & Administration Division Manager
LAUNBM
Attachment 1: map of proposed event area
N
1. 1N31/11HOVl1V
Russel! Resources, Inc. Item 4 -A
environmental management
Alameda Point RAB Meeting on February 5, 2009
Highlights and Analysis
RAB members present: Dale Smith (co- chair), Fred Hoffman, Joan Konrad, Jim Leach, Jean
Sweeney, Jim Sweeney, and Michael John Torrey
Remediation and other field work in progress:
• Debris pile removal along north shore of Seaplane Lagoon — continuing— removal of pile
1 complete with about 25,000 yd3 having been excavated. Removal of the smaller debris
pile 2 is in progress. The excavated debris pile material is to be hauled off site for
disposal.
• While not presented at the RAB meeting, the following field -work activities are also in
progress:
o Groundwater petroleum remediation near Atlantic Avenue entrance;
o Groundwater treatment at IR Site 5 to remove solvent (Plume 5 -3) using 6 -phase
heating;
o The petroleum remediation system at the southern end of the western hangar row
is continuing to extract much more jet fuel than was expected; and
o Installation of the air sparge /vapor extraction system to treat groundwater
contaminated with benzene and naphthalene at Alameda Point OU -5 and FISCA
IR Site 2.
Community Relations Plan
The Navy announced that it is updating the Alameda Point Community Relations Plan (CRP).
The CRP is used to guide the Navy on how to communicate with and involve the community. It
can also be used by the community to learn about Alameda Point and whom to contact at the
Navy. Alameda Point's CRP was last updated in 2003.
IR Site 2 (West Beach Landfill and Wetlands) Feasibility Study
The Navy presented a detailed overview of the IR Site 2 FS to the RAB. This site is the
southwest corner of the former base and includes about 70 acres of landfill and 33 acres of
wetlands. IR Site 2 is planned for Fed -to -Fed transfer from the Navy to the Department of
Veterans Affairs.
The IR Site 2 FS evaluates alternatives for soil remediation separately from alternatives for
groundwater remediation. In addition to consideration of the "no action" alternatives, the FS
evaluates three soil alternatives and two groundwater alternatives:
Soil
• Multilayer Soil Cover, Engineering and Institutional Controls (ICs), and Monitoring. This
alternative would cover the landfill with a 3 -foot thick soil cover, which would be
designed to physically isolate the waste from contact by humans and wildlife. The ICs
RRI, 440 Nova Albion Way, Suite 1, San Rafael, California 94903 415.902.3123 fax 815.572.8600
Page 2of2
March 4, 2009
Alameda Point RAB Meeting, February 5, 2009
Highlights and Analysis
would be designed to prevent sensitive land uses, disturbance of the cover, disturbance of
wells and other monitoring facilities, etc. Navy's cost estimate: $21 million This is the
Navy's preferred alternative for soil.
• Engineered Cap, Engineering and ICs, and Monitoring. This alternative is the same as the
above Alternative, except that this Alternative would cover the landfill with a 3 -foot thick
engineered cap that is designed, not only to isolate the waste, but to prevent most rainfall
from percolating through the landfill. Navy's cost estimate: $47 million
• Near- Complete Removal and Backfill, Dewatering, Engineering and ICs, Disposal, and
Monitoring. This alternative would remove all waste, except for a minor amount to
protect the wetlands, and dispose of it off site. Navy's cost estimate: $903 million
Groundwater
• Monitored Natural Attenuation and Engineering and ICs. The Navy would monitor
groundwater quality to verify that natural processes are lowering contaminant levels over
time. Navy cost estimate: $6 million This is the Navy's preferred alternative for
Groundwater.
• Hydraulic Barrier, Pump and Treat, Disposal, Monitored Natural Attenuation, and
Engineering and ICs. This alternative involves pumping groundwater from strategically
placed wells to control potential migration of groundwater so potential discharge of
contaminants to San Francisco Bay is prevented. The extracted groundwater would be
treated before disposal. Navy cost estimate: $23 million
The RAB discussion of the FS focused primarily on (1) whether the presence of waste has been
adequately characterized both within the presumed landfill boundary and outside it, and (2)
whether the perimeter monitoring well network is adequate for detecting contaminated
groundwater migrating to San Francisco Bay.
In response to extensive comments on the draft FS, including those of the RAB, the scope of the
alternatives was enhanced in preparing the final FS. For example, the remediation footprint was
expanded, the thickness of the soil cover and engineered cap was increased from 2 feet to 3 feet,
groundwater contamination and its remediation was evaluated in greater detail, and estimated
costs were updated.
The draft Proposed Plan for IR Site 2 will to be available for review by the ARRA and the
environmental regulatory agencies, then distributed for public review in March or April 2009.
440 Nova Albion Way, Suite 1, San Rafael, California 94903 415.902.3123 fax 815.572.8600
AGENDA
Special Joint Meeting of the Governing Body of the
Alameda Reuse and Redevelopment Authority
and the
Housing Authority Board of Commissioners
* * * * * * **
Alameda City Hall
Council Chamber, Room 390
2263 Santa Clara Avenue
Alameda, CA 94501
1. ROLL CALL
2. CONSENT CALENDAR
Wednesday, March 4, 2009
Meeting will begin at 7:01 p.m.
2 -A. Accept Minutes of the Regular Meeting of the Board of Commissioners of the
Housing Authority of the City of Alameda Held Tuesday, January 6, 2009.
2 -B. Accept Housing Authority Audit Report for Fiscal Year Ending June 30, 2008. The
Housing Commission and Chief Executive Officer recommend the Board of
Commissioners accept the audit report for the fiscal year ending June 30, 2008.
2 -C. Authorize Submission of Application for Replacement Vouchers for Esperanza
Residents.
3. REGULAR AGENDA ITEMS
3 -A. Hold a Public Hearing to Approve an Alameda Reuse and Redevelopment
Authority Resolution Adopting an Addendum to the Final Environmental Impact
Report for the Reuse of Naval Air Station Alameda and Fleet Industrial Supply
Center; Approving an Amendment to the 1996 Naval Air Station Alameda
Community Reuse Plan for the Main Street Neighborhoods Subarea; and
Approving a Legally Binding Agreement for a Homeless Accommodation at the
North Housing Parcel (LBA); and Approve a Housing Authority Board of
Commissioners Resolution Approving a LBA and Related Memorandum of
Understanding.
4. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT)
(Any person may address the governing body in regard to any matter over which
the governing body has jurisdiction that is not on the agenda.)
5. COMMUNICATIONS FROM THE GOVERNING BODY
6. ADJOURNMENT
Special Joint HABOC /ARRA Agenda — March 4, 2009 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.
Housing
Authority of the City of Alameda
701 Atlantic Avenue - Alameda, California 94501-2161 - TEL: (510) 747-4300 - FAX: (510) 522-7848 - TDD: (510) 522-8467
MINUTES
REGULAR MEETING OF THE BOARD OF COMMISSIONERS
OF THE HOUSING AUTHORITY OF THE CITY OF ALAMEDA
HELD TUESDAY, JANUARY 6, 2009
The Board of Commissioners was called to order at 7:53 p.m.
PLEDGE OF ALLEGIANCE
1. ROLL CALL
Present: Commissioner DeHaan, Gilmore, Matarrese, Tam, Torrey and Chair
Johnson
Absent: None
2. CONSENT CALENDAR
Commissioner Materrese moved acceptance of the Consent Calendar. Commissioner
deHaan seconded. Motion carried unanimously. Items accepted or adopted are
indicated by an asterisk.
*2-A. Minutes of the Regular Board of Commissioners meeting held October 7, 2008.
Minutes were accepted.
*2-B. Housing Authority Budget Revision No. 1 for Fiscal Year 2009. The Board of
Commissioners:
1. Approved the proposed budget for revision number 1 for FY 2009, and
2. Adopted the resolution revising the Budget for the Conventional Low-Rent Housing
Program (Esperanza).
*2-C. Approve Submission of an Application to the U.S. Department of Housing and Urban
Development for Section 8 Family Unification Program Vouchers. The Board of
Commissioners approved Housing Authority submittal of an application to HUD for 50
Section 8 Family Reunification Vouchers.
3. AGENDA
None.
ORAL COMMUNICATIONS
Minutes of the January 6, 2009
Regular Meeting of the Board of Commissioners Page 2
None.
COMMISSIONER COMMUNICATIONS
Commissioner Torrey wished everyone a Happy New Year.
6. ADJOURNMENT
There being no further business, Chair Johnson adjourned the meeting at 7:55 p.m.
Attest: Beverly Johnson, Chair
Michael T. Pucci
Executive Director / Secretary
Flising
Authority of the City of Alameda
701 Atlantic Avenue - Alameda, California 94501-2161 - Tel: (510) 747-4300 - Fax: (510)522-7848 - TDD: (510) 522-8467
To: Honorable Chair and
Members of the Board of Commissioners
From: Debra Kurita
Chief Executive Officer
Date: February 4, 2009
Re: Accept the Audit Report for Fiscal Year Ending June 30, 2008
BACKGROUND
The financial statements of the Housing Authority of the City of Alameda for the fiscal
year ending June 30, 2008, were prepared in the format prescribed by the requirements
of Government Accounting Standards Board Statement 34 (GASB 34).
The firm of Wallace Rowe and Associates, certified Public Accountants, has certified the
audited financial statements of the Housing Authority for the Fiscal year reported above.
DISCUSSION
This report submits the annual Financial Statements for the fiscal year ending June 30,
2008. The auditors, Wallace Rowe and Associates, opined that "the financial
statements ... present fairly, in all material respects, the respective financial position of
the business-type activities and the major fund of the Housing Authority of the City of
Alameda, California, as of June 30, 2008, and the respective changes in financial
position and cash flows thereof for the year ended in conformity with accounting
principles generally accepted in the United States of America."
Typically, before the audit is complete, staff enters audit information into HUD's financial
data system (FDS). This is usually done before the end of September. This year
however, HUD's entire FDS has been down as they are attempting to upgrade the
system. The system was supposed to be up in late October but HUD failed to meet its
own deadline. HUD now says the system is down until further notice. Once staff enters
data into FDS it is checked by the auditor and submitted to HUD. HUD then reviews the
data and either approves it or requests changes or corrections. This process can take
several months and it is not until HUD completes this process can the audit be finalized
and issued. Even if the FDS was up and running later this month it does not appear
that this process would be complete until April or May of 2009. The Housing Authority is
required to issue an audit no later than March 31, 2009. The audit is usually issued in
December or January. Rather than wait until HUD has FDS up and running, staff and
the auditor has decided to issue the audit. When the FDS is available and HUD has
reviewed the audit data, they may require some changes to this audit; neither staff or
Honorable Chair and
Members of the Board of Commissioners
the auditor feels that any changes will be required
Commission that this could occur.
RECOMMENDATION
February 4, 2009
Page 2 of 2
but we want to inform the
The Housing Commission and Chief Executive Officer recommend the Board
Commissioners accept the audit report for the fiscal year ending June 30, 2008.
Respectfully submitted
Michael T. Puc
Executive Director
By:
Alan Olds
Finance Manager
of
Housing
Authority of the City of Alameda
701 Atlantic Avenue - Alameda, California 94501 -2161 - Tel: (510) 747 -4300 - Fax: (510)522 -7848 - TDD: (510) 522 -8467
To: Honorable Chair and
Members of the Board of Commissioners
From: Debra Kurita
Chief Executive Officer
Date: March 4, 2009
Re: Authorize Submission of Application for Replacement Vouchers for
Esperanza Residents
BACKGROUND
On September 29, 2008, the Housing Authority submitted an application to the U.S.
Department of Housing and Urban Development (HUD) to dispose of the Esperanza
public housing complex through a lease arrangement with the Community Improvement
Commission. This lease would last for one year and a day. This disposition, if
approved by HUD, will end the public housing program at Esperanza.
DISCUSSION
When the application for disposition of Esperanza was submitted to HUD, it was done
with the intention that replacement vouchers be provided to residents. The Housing
Authority has been informed that HUD will make a decision about the disposition of
Esperanza in the very near future, and the application for vouchers can be submitted
right after HUD's approval of the disposition.
The Housing Commission had the opportunity to review this recommendation at its
regular meeting of Wednesday, February 18, 2009. The Commission recommends that
the Board of Commissioners authorize the Executive Director to submit the application
for replacement vouchers.
FINANCIAL IMPACT
Replacement vouchers are necessary for Esperanza's transition from public housing to
the Section 8 program to be successful. An additional 119 vouchers will ensure that the
Housing Authority receives sufficient income to replace the public housing operating
subsidy and capital fund grant that will be lost through the disposition process. Under
the accompanying Housing Assistance Payments contract, HUD will provide the
Housing Authority with funds to subsidize the rents paid by tenants. The vouchers also
Honorable Chair and
Members of the Board of Commissioners
March 4, 2009
Page 2 of 2
will ensure that residents continue to pay 30 percent of their income for rent as they do
now under the public housing program. The Section 8 Housing Assistance Payments
received from HUD for these additional vouchers should amount to approximately $1.4
million.
Currently, there is deferred maintenance at Esperanza, capital improvement needs
exceeding $5 million over the next 10 years, and a chronic operating deficit. The
transition from public housing to the Section 8 program will improve this situation.
During the initial adjustment period, it is expected that some residents will take their
vouchers and move. This assumption is based on experience. When Parrot Village
was converted to Section 8 tenant-based assistance, there was approximately a six-
month period where there were several vacant units. Occupancy has been stable since
that time. After the transition period, the Housing Authority is expecting income to
increase, again as it did at Parrot Village. The increased cash flow will provide the
funds necessary to maintain Esperanza appropriately and a projected surplus of
$300,000 could provide funds to be leveraged for capital improvements.
RECOMMENDATION
The Housing Commission and staff recommend the Board of Commissioners authorize
the Executive Director to submit an application to the U.S. Department of Housing and
Urban Development for replacement vouchers for the residents of Esperanza in
anticipation of the end of the public housing program.
Respectfully submitted,
Michael T. Pucci
Executive Director
MTP:ED
Alameda Reuse and Redevelopment Authority
Memorandum
To: Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
Honorable Chair and
Members of the Housing Authority Board of Commissioners
From: Debra Kurita
Executive Director /Chief Executive Officer
Date: March 4, 2009
Re: Hold a Public Hearing to Approve an Alameda Reuse and
Redevelopment Authority Resolution Adopting an Addendum to the
Final Environmental Impact Report for the Reuse of Naval Air Station
Alameda and Fleet Industrial Supply Center; Approving an Amendment
to the 1996 Naval Air Station Alameda Community Reuse Plan for the
Main Street Neighborhoods Subarea; and Approving a Legally Binding
Agreement for a Homeless Accommodation at the North Housing Parcel
(LBA); and Approve a Housing Authority Board of Commissioners
Resolution Approving a LBA and Related Memorandum of
Understanding
BACKGROUND
On November 5, 2007, the Navy declared an additional 42 acres at the former Naval Air
Station Alameda (Alameda Point), referred to as the North Housing Parcel, as surplus.
Following closure of the base in 1996, the Coast Guard used the property as housing
and supportive recreation facilities. In Spring 2005, the Coast Guard vacated the North
Housing Parcel. The November 2007 surplus declaration triggered a Federally
prescribed screening process set forth in the Base Closure Community Redevelopment
and Homeless Assistance Act of 1994, as amended. This Act requires the Federal
government to prioritize any military surplus property to meet homeless needs for both
housing and services. The Federal screening process is used to solicit, evaluate, and
accommodate homeless assistance requirements and then, subsequently, public uses
in planning and implementing the reuse of surplus property. The Alameda Reuse and
Redevelopment Authority (ARRA), as the Local Redevelopment Authority (LRA), is
responsible for conducting the screening process for the North Housing Parcel and
must balance the needs of the homeless and requests for Public Benefit Conveyances
(PBCs) against other community needs and interests such as economic development
and provision of a range of housing for all segments of the population.
Agenda Item #3 -A ARRA/HABOC
3 -4 -09
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
March 4, 2009
Page 2 of 8
Within 30 days of the Navy's surplus declaration, as required, the ARRA published a
Notice of Availability of Surplus Property on November 16, 2007. An informational
workshop and site tour for homeless services providers and organizations eligible for
PBCs was held on December 6, 2007. Subsequently, on March 7, 2008, five
organizations submitted Notices of Interest (NOIs) for portions of the North Housing
Parcel. On October 1, 2008, the ARRA recommended that staff continue to pursue two
PBCs and one homeless housing accommodation for the North Housing Parcel.
DISCUSSION
Amendment to the 1996 NAS Alameda Community Reuse Plan — Main Street
Neighborhoods Subarea
The culmination of ARRA's obligation during the Federally mandated surplus process is
the completion of an amendment to the 1996 Naval Air Station Alameda Community
Reuse Plan. The proposed Amendment to the Reuse Plan - Main Street Neighborhoods
Subarea addresses the need to plan for the reuse of the recently declared 42 surplus
acres and includes an update of redevelopment efforts in this subarea of NAS Alameda.
The approximately 300 -acre Main Street Neighborhoods subarea, as defined in the
Reuse Plan, is home to primarily residential neighborhoods. Within the Main Street
Neighborhoods, tenants in market -rate housing and residents of the Alameda Point
Collaborative (APC) occupy the majority of existing residential units west of Main Street.
East of Main Street, housing units are occupied by the U.S. Coast Guard, were recently
constructed in the Bayport community, or were recently declared surplus by the Navy.
The Base Realignment and Closure Act (BRAC) requires community outreach and
opportunities for participation in the reuse plan amendment process, which included
public meetings on November 3, 2008, and December 8, 2008. Outreach for the public
meetings included notices which were mailed to tenants and property owners within
1,000 feet of the North Housing Parcel, as well as community stakeholders. In addition,
a meeting notice was posted at the site and an ad was placed in the local paper. The
workshops were an opportunity for the community to provide feedback on the location of
the recommended accommodation for the homeless as well as the public benefit
conveyances, and to consider and prioritize other reuse opportunities for the land.
Based on community feedback regarding alternative reuse strategies presented at the
November 3, 2008 public meeting, staff submitted the attached draft Amendment to the
Reuse Plan - Main Street Neighborhoods Subarea to the Planning Board for
consideration and approval at its December 8, 2008 meeting. Key changes to the 1996
Main Street Neighborhoods Subarea text addressed in the Amendment include:
■ Updates regarding housing rehabilitated or constructed since 1996 in the Main
Street Neighborhoods Subarea (APC, Bayport, etc.) and future redevelopment
plans for Alameda Landing.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
March 4, 2009
Page 3 of 8
• The addition of the following Main Street Neighborhoods Subarea Planning
Guidelines:
o Create a system of streets that reflects the Alameda grid and connects to
both existing and planned streets;
o Focus higher density development along a transit corridor;
o Share uses between parks and schools, and provide joint use recreation
facilities to maximize usage and reduce parking requirements;
o Create a central neighborhood park that is fronted by residential uses;
o Connect the North Housing Parcel to the waterfront with green streets and
open space corridors; and ,
o Connect residential uses to open space, trails and parks.
A Property Disposal Strategy update that addresses the 42 -acre surplus site, the
90 -unit homeless accommodation and PBCs for an eight -acre park, and up to 30
self -help homeownership units for low- income families.
• Implementation Strategy updates adding new policies requiring fiscal neutrality
and obligating the future developer of the North Housing Parcel to provide all
required infrastructure, and providing the latest information about environmental
risks and related redevelopment strategies for the property.
The Development Summary Table on page 13 of the Amendment shows all existing and
anticipated development in the Main Street Neighborhoods. Anticipated development in
the Main Street Neighborhoods Subarea west of Main Street is based on the 2006
Alameda Point Preliminary Development Concept. Projected development, including
the redevelopment of the 42 -acre North Housing Parcel, is consistent with the total Main
Street Neighborhood units allowed in the 1996 Reuse Plan.
The ARRA- approved amendment to the Reuse Plan and related Legally Binding
Agreement (LBA) for the homeless accommodation will be submitted to the Federal
Department of Housing and Urban Development (HUD), along with a complete
summary of the surplus screening process conducted by the ARRA. Once approved by
HUD, the Amendment will represent the community's consensus for civilian reuse of the
42 acres, and guide the Navy's consideration of property conveyance options.
LBA for the Proposed Homeless Accommodation
On October 1, 2008, the ARRA Board recommended proceeding with a revised NOI for
approximately 90 units of permanent, service- enriched affordable rental housing to be
developed and operated by the Housing Authority of the City of Alameda, the APC, and
Building Futures with Women and Children (BFWC) on nine acres of the North Housing
Parcel. The permanent supportive housing units will serve individuals and families in
Alameda who are homeless. The homeless accommodation also includes a community
center and property management offices. The proposed development would help meet
the top priority need of "permanent supportive housing in Alameda, especially housing
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
March 4, 2009
Page 4 of 8
designed for individuals, for couples, and small families" identified in the City of
Alameda Homeless Needs Assessment (February 2008). Considering the existing
Neighborhood Residential zoning (R -4) and the required 25% Inclusionary Housing
obligation for any future residential development at the site, the size of the development
was reduced to approximately 90 housing units from the original NOI requesting 120
units on 13 acres.
Based on the ARRA Board's recommendation, Development Services Department
(DSD) staff negotiated a form of LBA with the Housing Authority, APC and BFWC
(Providers) for a 90 -unit homeless accommodation (attached). The Housing
Commission approved the execution of the LBA at its January 21, 2009, meeting. In
addition, the Providers have submitted letters (attached) supporting the completed LBA.
As noted above, the ARRA is required to submit to HUD a copy of the LBA that the
ARRA proposes to enter into with the Providers to implement the accommodation. The
LBA addresses the roles and responsibilities of the parties for the implementation of the
homeless accommodation. Key provisions of the LBA include:
• ARRA's obligation to submit a Reuse Plan Amendment to HUD and the Navy on
or before the mandated deadline (March 12, 2009);
• ARRA's obligation to accept the nine -acre site from the Navy and quitclaim it to
the Housing Authority for no consideration;
• Default provisions that obligate the Providers to commence construction of the
90 -unit project within 36 months of the completion of backbone infrastructure by
a master developer and to operate the project and implement service programs
in accordance with the Reuse Plan and Continuum of Care or risk property
ownership reverting to the ARRA;
• Creation of an approximately $9.5 million Homeless Services Fund, which is
based on the annual cost of providing services over a 20 -year period, funded by
the purchaser of the balance of the North Housing Parcel (excluding the PBCs),
for the on -going provision of homeless services to be held and administered by
the LRA;
• Providers' obligation to fund all development, operation, and maintenance costs
of the 90 -unit project;
• Acknowledgement of the Navy's completion of certain environmental analyses,
remediation of contaminated soil per the Soils Cleanup Record of Decision
(ROD) and obligation to complete groundwater cleanup per the Groundwater
Cleanup ROD and the Providers' obligation to comply with the Soils Cleanup
ROD and any other agreement with environmental regulatory agencies required
in the future; and
• Acknowledgment that existing backbone infrastructure may need to be upgraded,
constructed, and maintained and the assumption that the purchaser of the
balance of the property will provide any backbone infrastructure upgrades, while
Providers will be responsible for construction of in -tract infrastructure for the 90-
unit project.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
March 4, 2009
Page 5 of 8
Staff anticipates that the Navy will complete its Finding of Suitability to Transfer or Early
Transfer in 2010, at which time a portion of property can be transferred to the ARRA by
quitclaim deed for no consideration and subsequently transferred to the Housing
Authority to develop the homeless accommodation. To implement the homeless
accommodation, the Housing Authority, APC, and BFWC have negotiated a
Memorandum of Understanding (MOU) to further establish roles and responsibilities
during financing, site development, and operations. The ARRA is not a party to this
MOU. Key provisions of the MOU (attached) include:
• Housing Authority obligations for developing and managing the project including
certification and recertification of household size and income, collection of rents
and deposits, maintenance, landscaping, routine and extraordinary repairs, and
replacement of capital items;
• Acknowledgement that the parties anticipate the property may be ground leased
to a non - profit entity that would construct and own the improvements (but not the
land, which would be owned by the Authority) and operate the project;
• APC's and BFWC's obligations for providing supportive services to the project
and its residents, which are to fill gaps in the continuum of care;
• APC's and BFWC's obligation to prepare an annual budget for the services,
which shall include the costs of staffing all aspects of the services program as
well as office costs and organizational overhead attributable to the delivery of
services;
• Joint obligations for marketing and resident selection; and
• Housing Authority's right to solicit and identify a qualified company to provide
property management services.
FINANCIAL IMPACT
The Housing Authority has sufficient staff resources to manage the 90 -unit project
design, financing and development process. No transfer of cash or impact on existing
Housing Authority funds is anticipated.
When the property is transferred from the ARRA to the Housing Authority in the next
two to three years, the Housing Authority will need to purchase pollution legal liability
(PLL) insurance for the property. This five -year policy is anticipated to cost
approximately $350,000. The Housing Authority anticipates requesting a grant in this
amount from 20% housing set aside funds from the Community Improvement
Commission (CIC) to secure the necessary PLL policy. CIC Board approval will be
sought at that time, as required. Sufficient housing set aside funds are available for this
purpose.
Pursuant to the LBA, the Housing Authority is obligated to secure adequate affordable
housing development funds from federal, state, county, and local programs. If sufficient
funds cannot be secured to construct the project as planned, default provisions in the
LBA require that property ownership revert to the LRA for future disposition. In no event
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
March 4, 2009
Page 6 of 8
will the Housing Authority be obligated to use its own funds to develop the 90 -unit
project. It is anticipated that some request of CIC 20% housing set - aside funds will be
made to support the future new construction.
MUNICIPAL CODE /POLICY DOCUMENT CROSS REFERENCE
Approval of the Community Reuse Plan Amendment will assist in meeting the goals of
the City of Alameda's Local Action Plan for Climate Protection by requiring future
development at the North Housing Parcel to locate higher- density housing adjacent to
public transportation corridors and provide pedestrian and bike friendly paths throughout
the neighborhood, including connections to the Alameda Landing development. In
addition, demolition and new construction activities will be consistent with the City's
sustainable design and green building standards.
ENVIRONMENTAL REVIEW
The original ARRA, which was a joint powers agency composed of the City of Alameda
(City) and the County of Alameda, approved the NAS Alameda Community Reuse Plan
in 1996. The Reuse Plan, which is the vision or roadmap for conversion of both
Alameda Point and the adjacent Fleet Industrial Supply Center, Alameda Annex and
Facility (FISC) to civilian reuse, was amended in 1997, but has not been amended
since.
The Navy and the City prepared a parallel environmental impact statement (EIS)
pursuant to the National Environmental ,Policy Act and environmental impact report
(EIR) pursuant to the California Environmental Quality Act (CEQA), respectively, for
disposal and reuse of Alameda Point and FISC. The City was the CEQA lead agency
for the EIR. In May 2000, the City certified the Final EIR for the Reuse of the Naval Air
Station Alameda and the Fleet and Industrial Supply Center, Alameda Annex and
Facility (State Clearinghouse No. 96022105) (Reuse Plan EIR), which analyzed the
significant effects on the environment of the reuse of Alameda Point and FISC as
described in the Reuse Plan. The Reuse Plan, the Reuse Plan EIR, and the Navy's EIS
assumed that a 69 -acre portion of Alameda Point, consisting of the North Housing
Parcel and Marina Village Housing, would continue to be leased from the Navy by the
Coast Guard, and the Coast Guard had applied for transfer of the property as part of the
BRAC process.
Since 1997, the County is no longer part of the ARRA, the Coast Guard has vacated the
42 -acre North Housing Parcel, and the North Housing Parcel was declared surplus by
the Navy. Following the completion by the ARRA of the BRAC screening process and
the HUD homeless assistance application process described in the Base Closure
Community Development and Homeless Assistance Act of 1994, as amended, the
ARRA will be receiving title to a portion of the North Housing Parcel to convey to the
Housing Authority for homeless accommodation as described above, and will be
entering into a statutorily required LBA. In addition, the Housing Authority and
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
March 4, 2009
Page 7 of 8
Providers will enter into a MOU to establish roles and responsibilities during site
development and operations. As summarized below, and discussed in detail in the
attached Addendum to the Reuse Plan EIR, the proposed changes to the uses shown in
the Reuse Plan, along with the LBA and MOU that will establish the responsibilities of
the ARRA, the Housing Authority and the Providers in the event that the Navy transfers
the property and the City issues all necessary land use approvals, will not create new or
substantially more severe significant effects on the environment (impacts) that were not
previously analyzed in the Reuse Plan EIR.
CEQA Guidelines Section 15164 states that a lead agency must prepare an addendum
to a previously certified EIR when changes or additions to the EIR are necessary, but
none of the conditions in CEQA Guidelines Sections 15162 or 15163 triggering
preparation of a subsequent or supplemental EIR have occurred. When the project
changes in a relatively minor fashion, and does not cause any new significant impacts
other than those already contemplated by the EIR or substantially more severe impacts,
CEQA does not require preparation of a subsequent or supplemental EIR.
The proposed Reuse Plan Amendment modifies the land use description for the Main
Street Neighborhoods subarea, which includes the 42-acre North Housing Parcel, to
show the proposed change in use from Coast Guard occupancy of 282 units of existing
Navy housing to construction of 435 new housing units, and an increase in parks and
open space from four to ten acres. These proposed changes do not increase the
number of housing units in the Main Street Neighborhoods that was analyzed in the
Reuse Plan EIR (2,017 units), but they do increase the amount of parks and open
space by six acres. The proposed changes do not create any new significant impacts
other than those previously disclosed in the Reuse Plan EIR nor do they substantially
increase the severity of any previously identified significant impacts; therefore, an
addendum to the Reuse Plan EIR is appropriate.
RECOMMENDATION
Approve the Resolution:
• Adopting an Addendum to the Final Environmental Impact Report for the
Reuse of Naval Air Station Alameda and Fleet Industrial Supply Center,
Alameda Annex and Facility; and
• Amending the 1996 Naval Air Station Alameda Community Reuse Plan for
the Main Street Neighborhoods Subarea; and
• Approving a Legally Binding Agreement for a homeless accommodation at
the North Housing Parcel and authorizing the Executive Director to take such
further actions and execute such other documents as are necessary to carry
out the LBA.
Honorable Chair and
Members of the Alameda Reuse and Redevelopment Authority
and Members of the Housing Authority Board of Commissioners
Approve the Resolution:
March 4, 2009
Page 8 of 8
• Approving a Memorandum of Understanding between the Housing
Authority, Alameda Point Collaborative and Building Futures with Women
and Children outlining roles and responsibilities during development and
operations of the homeless accommodation.
• Approving a Legally Binding Agreement for a homeless accommodation
at the North Housing Parcel and authorizing the Chief Executive Officer to
take such further actions and execute such other documents as are
necessary to carry out the agreements.
Respect ui bmitted,
Leslie Little
Michael Pucci
Development Services Department Director Housing Authority Executive Director
Approved as to funds and account,
By:
Ann Mari Gallant
Interim Fiance Director
Base Reuse and Community Development Manager
LL:DP
Attachments:
1. Letters of support from homeless service providers
2. Exhibit A to the ARRA Resolution: Addendum to the Reuse Plan El R
3. Exhibit B to the ARRA Resolution: Amendment to the NAS Alameda Community
Reuse Plan — Main Street Neighborhoods Subarea
4. Exhibit C to the ARRA Resolution: Legally Binding Agreement
5. Exhibit A to the Housing Authority Resolution: MOU
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
RESOLUTION NO. 09-
ADOPTING AN ADDENDUM TO THE FINAL ENVIRONMENTAL IMPACT
REPORT FOR THE REUSE OF NAVAL AIR STATION ALAMEDA AND THE
FLEET AND INDUSTRIAL SUPPLY CENTER, ALAMEDA ANNEX AND
FACILITY; AMENDING THE NAS ALAMEDA COMMUNITY REUSE PLAN; AND
ENTERING INTO A LEGALLY BINDING AGREEMENT AMONG ALAMEDA
REUSE AND REDEVELOPMENT AUTHORITY AND HOUSING AUTHORITY
OF THE CITY OF ALAMEDA, ALAMEDA POINT COLLABORATIVE, AND
BUILDING FUTURES FOR WOMEN AND CHILDREN.
WHEREAS, in 1996 the Alameda Reuse and Redevelopment Authority
( "ARRA ") adopted the NAS Alameda Community Reuse Plan ( "Reuse Plan ") for
the former Naval Air Station Alameda ( "Alameda Point "), which was subsequently
amended in 1997; and
WHEREAS in May 2000, the City of Alameda certified the Final
Environmental Impact Report for the Reuse of Naval Air Station Alameda and the
Fleet and Industrial Supply Center, Alameda Annex and Facility (State
Clearinghouse No. 96022105) ( "Reuse Plan EIR "); and
WHEREAS, on November 5, 2007, the United States Department of the
Navy ( "Navy ") declared surplus approximately 42 acres of property at Alameda
Point (the "North Housing Parcel ") that contains 282 units of housing and an
eight -acre park and was formerly leased to the U.S. Coast Guard,. but was
vacated by the Coast Guard in 2005; and
WHEREAS, the ARRA has conducted the required, federal Base
Realignment and Closure screening process for the North Housing Parcel to
identify unmet homeless assistance needs and Public Benefit Conveyances; and
WHEREAS, as part of the screening process Notices of Interest (NOI)
were submitted to the ARRA and three of them were recommended for inclusion
in the Reuse Plan for the North Housing Parcel; and
WHEREAS, the three recommended proposals are permanent supportive
housing for the homeless, self -help housing, and an eight -acre community park;
and
WHEREAS, the North Housing Parcel is part of the Main Street
Neighborhoods planning subarea of the Reuse Plan; and
WHEREAS, the land uses identified in the Reuse Plan for the Main Street
Neighborhoods include 2,017 units of housing, which was analyzed in the Reuse
Plan EIR along with four acres of parks; and
WHEREAS, in the Reuse Plan the North Housing Parcel is identified for
continued occupancy of 282 units of Navy housing by the Coast Guard; and
WHEREAS, the Amendment to the NAS Alameda Community Reuse
Plan - Main Street Neighborhoods Subarea ( "Reuse Plan Amendment "), Exhibit
A hereto, identifies the recommended new uses for the North Housing Parcel;
and
WHEREAS, the Reuse Plan Amendment identifies 435 new housing units
for the North Housing Parcel, of which 25% would be affordable housing with at
least 90 units for homeless individuals and families, for a total of 1,880 units in
the Main Street Neighborhoods subarea; and
WHEREAS, the Reuse Plan Amendment identifies an eight -acre park and
up to two acres of open space for a total of 10 acres; and
WHEREAS, all of the uses shown in the Reuse Plan Amendment are
consistent with the General Plan land use designation (Medium Density
Residential) and zoning (R -4, Neighborhood Residential) for the North Housing
Parcel and do not exceed the intensity of uses analyzed in the Reuse Plan EIR
for the Main Street Neighborhoods; and
WHEREAS, the Housing Authority of the City of Alameda, the Alameda
Point Collaborative and Building Futures for Women and Children (the
"Providers ") submitted an NOI for a homeless accommodation on March 7, 2008;
and
WHEREAS, on October 1, 2008, the ARRA Board authorized staff to
commence negotiation of a Legally Binding Agreement (LBA) with the Providers
for a modified homeless accommodation; and
WHEREAS, the LBA will be a part of the ARRA's homeless assistance
submittal to the Department of Housing and Urban Development that will provide
for transfer of approximately nine acres of the North Housing Parcel to the ARRA
for conveyance to the Housing Authority and Providers to pursue development of
90 units of permanent, supportive multifamily rental housing for homeless
individuals and families and related community space; and
WHEREAS, pursuant to the terms of the LBA, the Housing Authority and
the Providers will need to enter into a memorandum of understanding ( "MOU ") to
address the roles and obligations of the Providers with respect to development
and operation of the proposed 90 units of homeless housing; and
WHEREAS, the ARRA has prepared an Addendum to the Reuse Plan
EIR, Exhibit B hereto, which concludes that the proposed Reuse Plan
Amendment, LBA and MOU would not trigger the need for subsequent or
supplemental environmental review pursuant to Sections 15162 and 15163 of the
California Environmental Quality Act ( "CEQA ") Guidelines, and Section 21166 of
the Public Resources Code; and
WHEREAS, on March 4, 2009, following notice duly and regularly given
as required by law, the ARRA held a public hearing on the Reuse Plan
Amendment, and heard all interested persons expressing a desire to comment
thereon or object thereto, and considered the Reuse Plan EIR and Addendum,
and the ARRA and the Housing Authority of the City of Alameda held a joint
public hearing on the LBA and related documents, and heard all interested
persons expressing a desire to comment thereon or object thereto, and
considered the Reuse Plan EIR and the Addendum; and
WHEREAS, the ARRA has determined that by amending the Reuse Plan
the ARRA will further encourage the productive use and redevelopment of
underutilized former military base property.
NOW, THEREFORE BE IT RESOLVED, that the ARRA hereby adopts
the Addendum to the Reuse Plan EIR utilizing its own independent judgment.
BE IT FURTHER RESOLVED, that the ARRA approves the Amendment
to the NAS Alameda Community Reuse Plan - Main Street Neighborhoods
Subarea.
BE IT FURTHER RESOLVED, that the ARRA hereby authorizes the
Executive Director to enter into a Legally Binding Agreement Among Alameda
Reuse and Redevelopment Authority and Housing Authority of the City of
Alameda, Alameda Point Collaborative, and Building Futures for Women and
Children substantially in the form and containing the terms and conditions and
covenants as set out in the Legally Binding Agreement attached hereto as Exhibit
C, subject to any minor conforming, technical or clarifying changes approved by
the Executive Director and ARRA Counsel. The Executive Director and
Secretary of the ARRA are hereby further authorized and directed to take such
further actions and execute such documents as are necessary to carry out the
Legally Binding Agreement on behalf of the ARRA.
Exhibit A: Addendum to the Final Environmental Impact Report for the
Reuse of Naval Air Station Alameda and the Fleet and Industrial
Supply Center, Alameda Annex and Facility (State Clearinghouse
No. 96022105)
Exhibit B: Amendment to the NAS Alameda Community Reuse Plan - Main
Street Neighborhoods Subarea
Exhibit C: Legally Binding Agreement Among Alameda Reuse And
Redevelopment Authority And Housing Authority of the City of
Alameda, Alameda Point Collaborative, And Building Futures For
Women And Children
I, the undersigned, hereby certify that the foregoing Resolution was duly
and regularly adopted and passed by the Alameda Reuse and Redevelopment
Authority in a Special Joint Meeting of the Alameda Reuse and Redevelopment
Authority and the Housing Authority Board of Commissioners on the 4th day of
March, 2009, by the following vote to wit:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official
seal of said Authority this day of , 2009.
Irma Glidden, Secretary
Alameda`Reuse and Redevelopment Authority
Beverly Johnson, Chair
Alameda Reuse and Redevelopment Authority
HOUSING AUTHORITY OF THE CITY OF ALAMEDA
Resolution No.
AUTHORIZING THE CHIEF EXECUTIVE OFFICER TO EXECUTE A
MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF
ALAMEDA HOUSING AUTHORITY ( "HOUSING AUTHORITY "),
ALAMEDA POINT COLLABORATIVE ("APC") AND BUILDING FUTURES
WITH WOMEN AND CHILDREN ( "BFWC "), TOGETHER WITH A
LEGALLY BINDING AGREEMENT AMONG THE HOUSING
AUTHORITY, ALAMEDA REUSE' AND DEVELOPMENT AUTHORITY,
APC AND BFWC.
WHEREAS, in 1996 the Alameda Reuse and Redevelopment Authority ( "ARRA ")
adopted the NAS Alameda Community Reuse Plan ( "Reuse Plan ") for the former Naval
Air Station Alameda ( "Alameda Point "), which was subsequently amended in 1997; and
WHEREAS, in May 2000, the City of Alameda certified the Final Environmental
Impact Report for the Reuse of Naval Air Station Alameda and the Fleet and Industrial
Supply Center, Alameda Annex and Facility (State Clearinghouse No. 96022105)
( "Reuse Plan EIR "); and
WHEREAS, on November 5, 2007, the United States Department of the Navy
( "Navy ") declared surplus approximately 42 acres of property at Alameda Point (the
"North Housing Parcel ") which contains 282 units of housing and an eight -acre park and
was formerly leased to the U.S. Coast Guard, but was vacated by the U.S. Coast Guard
in 2005; and
WHEREAS, the ARRA has conducted the required, federal Base Realignment
and Closure screening process for the North Housing Parcel to identify unmet homeless
assistance needs and Public Benefit Conveyances; and
WHEREAS, as part of the screening process Notices of Interest ( "NOI ") were
submitted to the ARRA and three of them were recommended for inclusion in the Reuse
Plan for the North Housing Parcel; and
WHEREAS, the three recommended proposals are permanent supportive
housing for the homeless, self -help housing, and an eight -acre community park; and
WHEREAS, the North Housing Parcel is part of the Main Street Neighborhoods
planning subarea of the Reuse Plan; and
WHEREAS, the Housing Authority, APC and BFWC submitted an NOI for a
homeless accommodation on March 7, 2008; and
WHEREAS, on October 1, 2008, the ARRA Board authorized staff to commence
negotiation of a Legally Binding Agreement ( "LBA ") with the Housing Authority, APC
and BFWC for a modified homeless accommodation; and
WHEREAS, the LBA will be a part of the ARRA's homeless assistance submittal
to the Department of Housing and Urban Development that will provide for transfer of
approximately nine acres of the North Housing Parcel to the ARRA for conveyance to
the Housing Authority to pursue development of approximately 90 units of permanent,
supportive multifamily rental housing for homeless individuals and families and related
community space; and
WHEREAS, pursuant to the terms of the LBA, the Housing Authority, APC and
BFWC intend to enter into a memorandum of understanding ( "MOU ") to address their
roles and obligations with respect to development, management and operation of the
proposed 90 units of homeless housing; and
WHEREAS, on March 4, 2009, the ARRA adopted the Addendum to the Reuse
Plan EIR and approved the Amendment to the NAS Alameda Community Reuse Plan -
Main Street Neighborhoods Subarea (the "Amendment "); and
WHEREAS, the development of the proposed 90 units of homeless housing is in
furtherance of and consistent with the Reuse Plan as amended and the General Plan
land use designation for the North Housing Parcel.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Commissioners
hereby authorizes the Chief Executive Officer to enter into the LBA (on file in the Office
of the City Clerk and in the Housing Authority's public reference binder) among the
ARRA, Housing Authority, APC and BFWC substantially in the form and containing the
terms and conditions and covenants as set out in the LBA, subject to any minor
conforming, technical or clarifying changes approved by the Chief Executive Officer and
Housing Authority General Counsel. The Chief Executive Officer and Housing Authority
General Counsel are hereby further authorized and directed to take such further actions
and execute such documents as are necessary to carry out the LBA on behalf of the
Housing Authority.
BE IT FURTHER RESOLVED, that the Board of Commissioners hereby
authorizes the Chief Executive Officer to enter into the MOU (on file in the Office of the
City Clerk and in the Housing Authority's public reference binder) among the Housing
Authority, APC and BFWC substantially in the form and containing the terms and
conditions and covenants as set out in the MOU, subject to any minor conforming,
technical or clarifying changes approved by the Chief Executive Officer and Housing
Authority General Counsel. The Chief Executive Officer and Housing Authority General
Counsel are hereby further authorized and directed to take such further actions and
execute such documents as are necessary to carry out the MOU on behalf of the
Housing Authority.
ATTEST:
Michael T. Pucci Beverly Johnson, Chair
Executive Director/Secretary Board of Commissioners
Adopted:
Date
Alameda'
Point
Collaborative
February 6, 2009
Ms. Debbie Potter
Base Reuse and Community Development Manager
Alameda Reuse and Redevelopment Authority
950 W. Mall Square — Building 1
Alameda, CA 94501 -5012
Re: Legally Binding Agreement for North Housing
Dear Ms. Potter:
ATTACHMENT 1
Attached hereto, please find the draft legally binding agreement ( "LBA ") dated February
5, 2009 among the Alameda Reuse and Redevelopment Authority, the Housing Authority of the
City of Alameda, the Alameda Point Collaborative, and Cornerstone Community Development
Corporation, dba Building Futures for Women and Children, which concerns the homeless
accommodation for the North Housing Parcel at the Alameda Naval Air Station. Please include
this letter with the LBA as part of the Homeless Assistance Plan submitted to the Department of
Housing and Urban Development ( "HUD ").
This LBA is in a form that is acceptable to the Alameda Point Collaborative ( "APC "),
and has been authorized by the APC Board of Directors in this form for execution by APC.
Since et
'Doug Bi: s
Executive Director
Alameda Point Collaborative
1173 \06 \653764.1
677 West Ranger Avenue, Alameda, California 94501
510 -898 -7800 PHONE 510- 898 -7858 FAX www.apcollaborative.org
o
ATTACHMENT 2
Addendum to the Final Environmental Impact Report
for the Reuse of Naval Air Station Alameda
and the Fleet and Industrial Supply Center,
Alameda Annex and Facility (SCH # 96022105)
1. INTRODUCTION
Pursuant to the Defense Base Closure and Realignment Act of 1990, Naval Air Station (NAS)
Alameda, now known as Alameda Point, was closed by the Department of the Navy (Navy) on
April 30, 1997. The Base Realignment and Closure process is referred to by the Department of
Defense as "BRAC." As part of the BRAG process, the Alameda Reuse and Redevelopment
Authority (ARRA), which is the Local Redevelopment Authority (LRA) recognized by the
Department of Defense for developing the "redevelopment plan" for Alameda Point, adopted the
NAS Alameda Community Reuse Plan (Reuse Plan) in 1996. The Reuse Plan was amended in
1997.
The Reuse Plan provides for the reuse or redevelopment of the real property and the personal
property of the closed installation, and is a "roadmap" for conversion of Alameda Point to civilian
reuse. The Reuse Plan separates Alameda Point and the adjacent Fleet and Industrial Supply
Center, Alameda Annex and Facility (FISC), also a closed Navy property, into planning
subareas. These subareas are the Northwest Territories, Wildlife Preserve, Civic Core, Inner
Harbor, Marina, North Waterfront, and Main Street Neighborhoods. The 42 acres constituting
the North Housing Parcel, located in the Main Street Neighborhoods, is the subject of the
proposed Reuse Plan Amendment.
In May 2000, the City of Alameda certified the Final EIR for the Reuse of Naval Air Station
Alameda and the Fleet and Industrial Supply Center, Alameda Annex and Facility (State
Clearinghouse No. 96022105) (Reuse Plan EIR), which analyzed the significant effects on the
environment of the reuse of Alameda Point and FISC as described in the Reuse Plan.
As part of the base closure process, the U.S. Coast Guard requested transfer of 69 acres of
Alameda Point containing, among other structures, 300 housing units in Marina Village and 282
housing units in North Housing. The North Housing Parcel was occupied by the Coast Guard
until it terminated its license agreement with the Navy, closed the 282 existing units, and
vacated the premises in 2005. On November 5, 2007, the 42 -acre North Housing Parcel was
declared surplus by the Navy.
In the current Reuse Plan, the North Housing Parcel is designated for continued occupancy of
282 units of Navy housing by the Coast Guard. Prior to the Navy's disposal of the North
Housing Parcel, base closure law' requires the ARRA to administer a screening process for
uses that would either meet unmet homeless assistance needs or qualify for a public benefit
conveyance, and to amend the Reuse Plan to reflect this process and any land use changes
necessary for reuse of this surplus property. Accordingly, the ARRA is considering the approval
of an amendment to the Reuse Plan, "Amendment #2 to the NAS Alameda Community Reuse
Plan: Main Street Neighborhoods Update" (Reuse Plan Amendment). As part of the screening
process, several Notices of Interest (NOI) were submitted to the ARRA, and three of them were
1 Base Closure Community Redevelopment and Homeless Assistance Act of 1994, as amended, and the
Defense Base Closure and Realignment Act of 1990.
Page 2 of 10
recommended for inclusion in the Reuse Plan for the North Housing Parcel. The three
recommended proposals are permanent supportive housing for the homeless, self -help housing,
and an eight -acre community park. These proposed uses do not require amendments to the
General Plan land use designation (Medium Density Residential: 21 dwelling units per acre
[ "du /ac" J) or zoning (R -4, Neighborhood Residential: also 21 du /ac) for the affected property, but
do require an amendment to the Reuse Plan in order for the Navy and for the Department of
Housing and Urban Development (HUD) to comply with BRAC law with regard to disposal of the
property, including screening for Public Benefit Conveyances (PBCs) and homeless assistance.
While the Reuse Plan is not a general plan or zoning, it serves as a guide for the City planning
and entitlement process. (Reuse Plan, p. 1 -5.)
2. DESCRIPTION OF PROPOSED REUSE PLAN AMENDMENT AND SUPPORTING
ACTIONS
2.1 Reuse Plan Amendment
The land uses currently identified in the Reuse Plan for the Main Street Neighborhoods are
residential neighborhoods with small areas for support services and small retail centers,
schools, and neighborhood parks. (Reuse Plan, pp. 2 -16 to 2 -17.) For the North Housing
Parcel, the Reuse Plan identifies a continuatiqn of the existing Coast Guard use of Navy -owned
housing. (Id., p. 2 -16.)
Currently, the North Housing Parcel contains 282 vacant housing units originally built for military
personnel. The North Housing Parcel has been declared surplus and will be disposed of by the
Navy. Pursuant to the proposed Reuse Plan Amendment, up to 435 new housing units, of which
25% would be affordable to lower or moderate income households, could potentially be
developed in that portion of the Main Street Neighborhoods. Ninety units would be for
homeless individuals and families, as provided for in the NOI selected as part of the homeless
assistance screening process. In addition, 32 existing units, or 30 new units, of self -help
ownership housing for low- income housing could be provided via a PBC. The homeless
accommodation and self -help housing can meet a portion of the required inclusionary housing
obligations. The proposed Reuse Plan Amendment also identifies 10 acres of the North Housing
Parcel for park and open space improvements (Reuse Plan Amendment, Development
Summary Table, p. 13), which is an increase from the four acres analyzed in the Reuse Plan
EIR. (Reuse Plan EIR, Table 2 -1, p. 2 -6.) These proposed uses for the North Housing Parcel
are consistent with the planned land uses currently described in the Reuse Plan for the Main
Street Neighborhoods and, as explained above, are consistent with the existing General Plan
designation and zoning for the North Housing Parcel. Project -level environmental review would
be required before City development approvals could be issued.
While the Reuse Plan Amendment shows 435 housing units on the North Housing Parcel,
compared to 282 under the current Reuse Plah, the proposed Reuse Plan Amendment does not
show an increase in the overall number of units in the Main Street Neighborhoods. The total
number of future dwelling units shown in the current Reuse Plan for the Main Street
Neighborhoods is 2,017 units (Reuse Plan, Table 2 -2, p. 2 -8). The proposed Reuse Plan
Amendment would remain within this 2,017 -unit total. (Reuse Plan Amendment, Development
Summary Table, p. 13, attached hereto as Exhibit A.)
In addition, the Reuse Plan assumed, and the Reuse Plan EIR analyzed, proposed land uses
that included four acres of parks for the Main Street Neighborhoods. The proposed Project
would provide parks and open space at the North Housing Parcel. One eight -acre park and up
to two acres of open space, for a total of 10 acres, is proposed. (Reuse Plan Amendment,
Page 3 of 10
Development Summary Table, p. 13.) The proposed additional park space is consistent with
the policies in the Reuse Plan (see Reuse Plan, pp. 2 -17 to 2 -18), and is not considered a
change to the proposed land use for the North Housing Parcel.
In summary, the proposed Project consists of amending the Reuse Plan to identify a vision of
residential reuse of the North Housing Parcel for up to 435 housing units, of which 25% would
be affordable. Ninety units would be for homeless individuals and families. The number of
residential units would remain within the 2,017 currently shown in the Reuse Plan for the Main
Street Neighborhoods. Hence, implementation of the proposed Project would result in an
increase of 153 in the number of housing units on the North Housing Parcel, but no overall
increase in the number of housing units in the Main Street Neighborhoods; a new homeless
accommodation; and six additional acres of park space. These changes in the Reuse Plan will
require only minor modifications to the Reuse Plan EIR.
2.2 Legally Binding Agreement
As a result of the screening process referred to in Section 1, above, the ARRA, the Housing
Authority of the City of Alameda (Housing Authority), and Alameda Point Collaborative and
Building Futures with Women and Children (Providers) propose to enter into a Legally Binding
Agreement (LBA). Following transfer of the North Housing Parcel by the Navy to the ARRA
pursuant to the LBA, approximately nine acres of the parcel (Designated Property) would be
conveyed to the Housing Authority. The Housing Authority and Providers would pursue
redevelopment of the Designated Property for approximately 90 units of permanent, supportive
multifamily rental housing for homeless individuals and families and related community space.
City land use approvals for this proposed redevelopment project would be required. The LBA is
a required component of the ARRA's homeless assistance submittal to HUD. The LBA is
consistent with the proposed Reuse Plan Amendment, and will require only minor modifications
to the Reuse Plan EIR for the reasons described in Section 2.1, above.
2.3 Memorandum of Understanding
As recognized in the LBA, the Housing Authority and the Providers propose to enter into a
memorandum of understanding (MOU) to address the roles and obligations of the Providers
with respect to development and operation of the proposed 90 units of homeless housing,
including the roles and obligations of the parties with respect to design and construction of the
project, funding applications and related requirements, property management, operations, and
the provision of services for housing residents. The MOU is consistent with the proposed Reuse
Plan Amendment, and will require only minor modifications to the Reuse Plan EIR for the
reasons described in Section 2.1, above.
3. CEQA REQUIREMENTS REGARDING PROPOSED CHANGES TO A PROJECT
If, after certification of an EIR, changes in the project or changes in circumstances occur, CEQA
provides three mechanisms to address these changes: a subsequent EIR, a supplement to an
EIR, and an addendum to an EIR. The City of Alameda was the lead agency for the Reuse
Plan EIR, which was prepared to analyze the significant effects on the environment of the
actions listed in Section 1.4.2 of the EIR, including acceptance of conveyance of FISC under
special legislation. (Reuse Plan EIR, pp. 1 -17 to 1 -19.) Because the ARRA will be amending
the Reuse Plan, accepting conveyance of the Designated Property, and entering into the LBA,
the ARRA is the lead agency for this addendum. (See CEQA Guidelines sections 15162(c) and
15164.)
Page 4 of 10
Section 15162 of the State CEQA Guidelines describes the conditions under which preparation
of a subsequent EIR would be appropriate. (See also Public Resources Code section 21166.)
When an EIR has been certified for a project, preparation of a subsequent EIR would be
appropriate if the lead agency determines, on the basis of substantial evidence in light of the
whole record, that one or more of the following conditions is met:
(1) substantial changes are proposed in the project which will require major revisions of the
previous EIR due to the involvement of new significant environmental effects or a substantial
increase in the severity of previously identified effects;
(2) substantial changes occur with respect to the circumstances under which the project is
undertaken which will require major revisions of the previous EIR due to the involvement of
new significant environmental effects or a substantial increase in the severity of previously
identified significant effects; or
(3) new information of substantial importance, which was not known and could not have been
known with the exercise of reasonable diligence at the time the previous EIR was certified
as complete, shows any of the following:
(A) the project will have one or more significant effects not discussed in the previous EIR;
(B) significant effects previously examined will be substantially more severe than shown in
the previous EIR;
(C) mitigation measures or alternatives previously found not to be feasible would in fact be
feasible, and would substantially reduce one or more significant effects of the project,
but the project proponents decline to adopt the mitigation measures or alternatives; or
(D) mitigation measures or alternatives which are considerably different from those analyzed
in the previous EIR would substantially reduce one or more significant effects on the
environment, but the project proponent declines to adopt the mitigation measure or
alternative.
Section 15163 of the State CEQA Guidelines states that a lead agency may choose to prepare
a supplement to an EIR rather than a subsequent EIR if:
(1) any of the conditions described above for Section 15162 would require the preparation of a
subsequent EIR, and
(2) only minor additions or changes would be necessary to make the previous EIR adequately
apply to the project in the changed situation.
Section 15164 of the State CEQA Guidelines states that a lead agency may prepare an
addendum to a previously certified EIR if some changes or additions are necessary, but none of
the conditions described above for Section 15162 calling for preparation of a subsequent EIR
have occurred.
The differences between the Main Street Neighborhoods as analyzed in the Reuse Plan EIR
and additional or modified elements of the Main Street Neighborhoods subarea of the Reuse
Plan, as provided for in the proposed Reuse Plan Amendment, constitute changes consistent
with Section 15164 that may be addressed in an addendum to the Reuse Plan EIR. As
Page 5 of 10
described below, none of the conditions described in Section 15162 that would require
preparation of a subsequent EIR have been met.
Changes to the Reuse Plan, as described in this addendum, and any changes in circumstance
since certification of the Reuse Plan EIR in 2000 would not result in any new significant
environmental effects and would not substantially increase the severity of previously identified
significant environmental effects. In addition, no new information of substantial importance
shows that:
• the project would have new significant effects,
• the project would have substantially more severe effects,
• mitigation measures or alternatives previously found to be infeasible would in fact be
feasible, or
• mitigation measures or alternatives that are considerably different from those analyzed in
the EIR would substantially reduce one or more significant effects on the environment.
Because only minor clarifying changes and additions to the Reuse Plan EIR are necessary to
make the Reuse Plan EIR adequately apply to the proposed Reuse Plan Amendment, and none
of the conditions described in Section 15162 of the State CEQA Guidelines calling for
preparation of a subsequent EIR have occurred, consistent with Section 15164 of the State
CEQA Guidelines an addendum to the EIR is the appropriate environmental review document to
address the proposed Reuse Plan Amendment.
4. ASSESSMENT OF ENVIRONMENTAL IMPACTS OF PROPOSED PROJECT
CHANGES AND SUPPORTING ACTIONS
The following discussion analyzes whether the proposed Reuse Plan Amendment, LBA and
MOU (collectively, the proposed "Project ") would constitute substantial changes or consist of
new information that would require major revisions to the Reuse Plan EIR due to new significant
environmental effects or a substantial increase in the severity of a previously identified
environmental effect.
4.1 Land Use
The proposed changes in residential and park uses shown in the Reuse Plan for the Main Street
Neighborhoods are consistent with the planned residential and park land uses analyzed in the
Reuse Plan EIR. The proposed residential development would be consistent with the existing
General Plan designation (Medium Density Residential) and zoning (R -4, Neighborhood
Residential). Both the existing General Plan designation and zoning allow a density of up to 21
du /ac, which potentially would allow up to 882 units on the 42 -acre North Housing Parcel. As
explained above in Section 2.1, the total number of potentially developable housing units
following the proposed Reuse Plan Amendment would not exceed the total number of housing
units (2, 017) shown in the current Reuse Plan EIR for the Main Street Neighborhoods, even
though the number of units shown on the North Housing Parcel would increase by 153. (Reuse
Plan Amendment, Development Summary Table, p. 13.) Also, the Reuse Plan EIR assumed
four acres of parks for the Main Street Neighborhoods. The proposed Reuse Plan Amendment
shows an eight -acre park and up to two acres of open space, for a total of 10 acres. (Id.; Reuse
Plan Amendment, Planning Guidelines Three through Six, pp. 9 -12.) The proposed additional
park space is consistent with the policies in the Reuse Plan, and is considered a minor change
Page 6 of 10
to the proposed land use for the project site. (See, e.g., Reuse Plan, Policy 2 -25, p. 2 -18.) The
proposed Project would not change the land use impacts and mitigations identified in the EIR.
4.2 Visual Resources
The proposed Project would continue the planned residential and park land uses for the Main
Street Neighborhoods, including the North Housing Parcel. Therefore, the proposed Project
would not alter the visual context of the analysis provided in the Reuse Plan EIR. Further, Table
2 -7 of the EIR, "Summary of Significant Environmental Impacts and Mitigations," did not list any
significant visual resource impacts, and therefore did not include any mitigation measures for
visual resources for the Main Street Neighborhoods. This conclusion would not change
because of the proposed Project.
4.3 Population and Housing
Table 2 -7 of the Reuse Plan EIR, "Summary of Significant Environmental Impacts and
Mitigations," did not list any significant population and housing impacts, and therefore did not
include any mitigation measures related to population and housing issues for the Main Street
Neighborhoods. The proposed Reuse Plan Amendment would not change the types of land
uses identified for the North Housing Parcel, and the number of residential units shown in the
Reuse Plan Amendment would be less than the number assessed in the EIR for the Main Street
Neighborhoods. The Reuse Plan Amendment is consistent with the residential density
established by the General Plan and zoning, and is within the total number of residential units
shown in the current Reuse Plan for the Main Street Neighborhoods, as explained above in the
discussion of Land Use. Therefore, the proposed Project would not alter the population and
housing analysis and conclusions in the Reuse Plan EIR.
4.4 Public Services
The Reuse Plan EIR identified impacts and mitigation measures related to increased demand
for services from the City of Alameda Police Department and the City of Alameda Fire
Department, as well as the additional student population resulting from the creation of jobs and
housing. These impacts were considered significant, but were reduced to less- than - significant
levels with mitigation. Because, as discussed above, the proposed Project is consistent with the
General Plan and zoning, and with the land uses and number of residential units analyzed in the
Reuse Plan EIR, the Project would not result in a change to the EIR's impact and mitigation
conclusions. While more units would be constructed on the North Housing Parcel than are
shown for that property in the current Reuse Plan, the overall number of units in the Main Street
Neighborhoods would be within the total residential unit count analyzed in the EIR. Thus, the
proposed Project would not change the significance conclusions in the EIR with regard to
impacts on public services. Mitigation measures included in the EIR would still reduce any
significant public services impacts to a less- than - significant level under the proposed Project. In
the EIR, impacts on recreation facilities, such as parks and open space, were determined to be
less than significant. Because the proposed Project would provide six additional acres of parks
and open space, this conclusion does not change because of the proposed Project.
4.5 Utilities
The Reuse Plan EIR analyzed the impact of the proposed reuse of Alameda Point and FISC on
water, wastewater, solid waste, telephone, electrical, natural gas, and steam (i.e., the decrease
in natural gas consumption as a result of the closure of the steam plant). The only significant
impact identified was the potential for noncompliance with solid waste diversion requirements.
Project - related construction and demolition material could jeopardize the City's effort to divert
75% of solid waste from landfills by 2010 (Reuse Plan EIR, page 4 -50 [documenting a 50%
reduction by 2000]), as required by Alameda County Measure D. At the time of the Reuse Plan
Page 7 of 10
EIR, Alameda's diversion rate was 46 %; as of 2006, the most recent year for which information
is available, the rate had increased to 63 %. In addition, the EIR included a mitigation measure
to require preparation of a solid waste plan before demolition activity begins. This impact was
considered less than significant after mitigation. The proposed Project would involve a higher
level of demolition than considered in the EIR, because up to 282 existing housing units on the
North Housing Parcel would be demolished and new homes constructed. Although the severity
of the impact would increase somewhat under the proposed Project, the increase would not be
significant given the overall level of building demolition required as part of reuse of NAS
Alameda and the FISC, and because the previously adopted Utilities Mitigation Measure 1,
which requires preparation and implementation of a solid waste management plan prior to
starting any major demolition project, would be applicable to the proposed Project and would
continue to reduce the impact to a less- than - significant level.
4.6 Cultural Resources
The boundary of the NAS Alameda Historic District encompasses parts of the subareas of the
Marina and Main Street Neighborhoods, but does not include the North Housing Parcel which is
also outside the Area of Potential Effect (APE). (Reuse Plan EIR, Figure 3 -5; D. Potter
telephone conversation with A.J. Hill, Deputy Base Closure Manager, Navy [1- 5 -091.) As
disclosed in the Reuse Plan EIR, implementation of the Reuse Plan could potentially contribute
to deterioration of these historical buildings or change the character of the buildings or the
historic district. Implementation of the proposed Project would amend the Reuse Plan to allow
demolition of additional structures, all of which are located on the North Housing Parcel and are
not within the APE. In addition, the Reuse Plan EIR identified mitigation measures requiring the
use of appropriate standards of care for historic properties, and requires that the City provide
design review to protect their historic character. These impacts were considered less than
significant after mitigation. The proposed Project would not increase the severity of these
impacts. The mitigation measures included in the EIR would be applicable to the proposed
Project and would continue to reduce the impact to a less -than- significant level.
4.7 Biological Resources
Most of the biological impacts identified in the Reuse Plan EIR are in areas adjacent to the area
designated in the EIR as the proposed U.S. Fish and Wildlife Service refuge area and the
Northwest Territories subarea. The North Housing Parcel is located in the Main Street
Neighborhoods subarea, which is located more than one mile from the sensitive biological
resource areas. As shown on Figure 3 -7, "Habitat Types ", in the EIR, the North Housing Parcel
currently is landscaped and /or paved, and this figure does not show any biological resources in
the Main Street Neighborhoods subarea. In addition, none of the biological impacts and
mitigations identified in Table 2 -7 of the EIR applies to the Main Street Neighborhoods. The
proposed Project would not change the biological resources impact and mitigation conclusions
provided in the EIR.
4.8 Geology and Soils
The Reuse Plan EIR identified several significant geologic and soils impacts related to seismic
activity, liquefaction, settlement of fill material, differential settlement, soil plasticity, flooding
from dike failure, and lateral spreading. However, all of these impacts were reduced to a less -
than- significant level with mitigation. The proposed Project is consistent with the planned
residential and park land uses identified in the EIR as the basis for its analysis of the Main
Street Neighborhoods. The types of structures that would be reused and /or built as part of the
Reuse Plan would not change due to the Reuse Plan Amendment, and no substantial increase
in risk would be caused by geologic and soils impacts. The same mitigation measures included
in the EIR would apply and would continue to reduce impacts to a less- than - significant level.
Page 8 of 10
Because the proposed Project includes replacement of existing structures with new structures,
which would be built using the most current applicable engineering and construction standards,
risks from geologic and soils impacts could be less than described in the EIR. Implementation of
the proposed Project would not change any of the significance conclusions in the EIR.
4.9 Water Resources
As described above, the proposed Project would be consistent with the General Plan and
zoning, and the land uses and number of residential units analyzed in the Reuse Plan EIR for
the Main Street Neighborhoods. The proposed Project would comply with mitigation measures
related to applicable flood prevention measures and best management practices to address
water quality and stormwater runoff issues. The proposed Project would not change the water
resources impact analysis, significance conclusions, or mitigation measures identified in the
Reuse Plan EIR.
4.10 Traffic and Circulation
The Reuse Plan EIR identified several significant traffic and circulation impacts. However, all
significant traffic and circulation impacts are reduced to less- than - significant levels with
mitigation. The proposed Project does not change the land use types or increase the number of
residential units analyzed in the EIR for the Main Street Neighborhoods, and therefore would not
increase vehicle trip generation from that assumed in the EIR. The same mitigation measures
included in the EIR would apply to the proposed Project and would continue to reduce
significant impacts to a less- than - significant level. Implementation of the proposed Project would
not change any of the traffic and circulation conclusions in the EIR.
4.11 Air Quality
The air quality assessment in the Reuse Plan EIR considered construction and demolition
emissions, traffic - related emissions, and odors. All significant air quality impacts are mitigated to
a less- than - significant level. Implementation of the proposed Project would not change the
significance conclusions for air quality impacts disclosed in the EIR because the same
mitigation measures included in the EIR would apply to the proposed Project and would
continue to reduce significant impacts to a less- than - significant level. Implementation of the
proposed Project would not change any of the air quality conclusions in the EIR.
4.12 Noise
The Reuse Plan evaluated in the Reuse Plan EIR would result in significant adverse, temporary
noise impacts during construction. The EIR includes a mitigation measure to address this
impact, which reduces potential significant impacts to a Tess- than - significant level. The same
mitigation measures included in the EIR would apply to the proposed Project and would
continue to reduce significant impacts to a less- than - significant level. Proposed residential and
park land uses were assumed in the Main Street Neighborhoods, and the EIR did not identify
any operational noise impacts. The proposed Project would not change any of the noise impact
conclusions in the EIR.
4.13 Hazardous Materials and Waste
The Reuse Plan EIR identified three significant hazardous materials and waste impacts that
were all mitigated to a less- than - significant level. Since preparation of the EIR, the Navy has
made additional progress on remediation of Alameda Point and FISC, as summarized on pages
19 -21 of the proposed Reuse Plan Amendment, and has issued Records of Decision (ROD) for
both soil and groundwater at the North Housing Parcel. The site development responsibilities
listed in the Navy's ROD for soil are covered by the requirements of previously adopted Reuse
Plan EIR Hazardous Materials and Waste Mitigation Measure 2. Because the EIR assumed
Page 9 of 10
continued residential occupancy of the North Housing Parcel, the hazardous materials impacts
associated with the proposed Project, which involves residential reuse, would be substantially
the same as those identified in the EIR. The same mitigation measures included in the EIR
would apply to the proposed Project and would continue to reduce significant impacts to a less-
than-significant level. The proposed Project would not change any of the hazardous materials
and waste conclusions in the EIR.
5. Environmental Findings
Based on the above information and analysis, the proposed Project consisting of the Reuse
Plan Amendment affecting the Main Street Neighborhoods subarea, and in particular the North
Housing Parcel, the proposed LBA, and the proposed MOU would not trigger the need for
subsequent environmental review pursuant to Section 15162 of the State CEQA Guidelines.
The proposed changes to the Reuse Plan descriptions of future land uses for the Main Street
Neighborhoods, as described in this Addendum, as well as the agreements implementing the
ARRA's homeless assistance submittal to HUD, would not change the magnitude of the
environmental impacts disclosed in the Reuse Plan EIR.
The modifications to the Reuse Plan proposed as part of the Reuse Plan Amendment and the
accompanying agreements described in this Addendum would not require major revisions to the
EIR due to new or substantially increased significant environmental effects. Furthermore, there
have been no substantial changes with respect to the circumstances under which these
modifications would be undertaken that would require major revisions to the EIR due to new or
substantially increased significant environmental effects; and no new information of substantial
importance has been discovered that would trigger or require major revisions to the EIR due to
new or substantially increased significant environmental effects. Therefore, no subsequent or
supplemental environmental impact report is required before approval of the Project as
described in this Addendum.
Page 10 of 10
APPENDIX A
Development Summary Table
Main Street Neighborhoods Subarea
Location
Existing Land Use Proposed Amendment
Units Acres Units Density
Gross of Total
DU /AC Units
Nest of Main Street
Big Whites
Residential Rentals
Subtotal
19
40
59
Alameda Point Collaborative (APC) 119
Operation Dignity 28
Building Futures with Women & Children 53
Subtotal 200
SunCal Area
Subtotal West of Main Street
a
300
19
40
59
119
28
53
200
300
1.0%
2.1%
3.1%
10.6%
16.0%
559
559
29.7%
Single Family Units
The Landing/The Breakers at Bayport
Townhomes
Duet Units — Affordable 58
Breakers at Bayport Apartments 52
Shinsei Gardens Apartments 39
Subtotal Bayport 586
437
437
58
52
39
586
31.2%
North'Housing A
Coast Guard Housing — Marina Village
Vacant Navy Housing
Subtotal Navy Housing
300
282
582
26
34
60
300
300
16.0%
Prop "osed .Norths Housin
Park
Market Rate Housing
Alameda Housing Authority
Habitat for Humanity Housing
Open Space
Subtotal North Housing Parcel
8 N/A
21 315 15
9 90 10
2 30 15
2 N/A
42 435 10.4 23.1%
TOTAL UNITS
Total Allowed in Reuse Plan (1996)
1,727 1,880 100%
2,017 2,017
ATTACHMENT 3
R Proposed Amendment to the NAS Alameda Community Reuse Plan
Amendment to the NAS Alameda Community Reuse Plan
Main Street Neighborhoods Subarea
IN'1'RODUC'1'ION
The Naval Air Station (NAS) Alameda, renamed Alameda Point, was commissioned in 1940 for use by
the U.S. Navy. As part of the Base Realignment and Closure Commission (BRAC) process, the majority
of NAS Alameda was declared surplus in 1993.
Alameda Reuse and Redevelopment Authority (ARRA) completed an initial screening process for NAS
Alameda in 1996, and then implemented an accommodation for the homeless that consisted of 200
housing units, several warehouses, and land for a community garden and commercial plant nursery. The
accommodation was negotiated with Alameda Point Collaborative, a consortium of several homeless
service providers. In addition, the City of Alameda (City) applied for, and received, a public benefit
conveyance for 44 acres at Alameda Point for a future sports complex. Also, in 1996, ARRA adopted
the NAS Alameda Community Reuse Plan, written to address the closure of NAS Alameda and Fleet
Industrial Supply Center (FISC) and the transfer of those properties from the Navy to ARRA.
The Community Reuse Plan separated NAS Alameda and FISC into planning subareas. These subareas
were the Northwest Territories, Wildlife Preserve, Civic Core, Inner Harbor, Marina, North Waterfront,
and Main Street Neighborhoods subarea. While some portions of the property, including FISC and East
Housing, have been transferred, the Navy continues to own a majority of the property.
In November 2007, the U.S. Department of the Navy declared an additional 42 acres of NAS Alameda
as surplus property. These 42 acres are commonly referred to as the North Housing Parcel, located in the
Main Street Neighborhoods subarea. The formal surplus declaration for the North Housing Parcel
triggered ARRA's obligation, as the local redevelopment authority (LRA), to again manage a
legislatively proscribed screening process. The North Housing Parcel was previously occupied by the
Coast Guard. However, the Coast Guard terminated its license agreement with the Navy and vacated the
premises in 2005. The Coast Guard and Navy did conclude a federal -to- federal transfer that conveyed
Marina Village Housing to the Coast Guard in September 2008.
This amendment addresses the need to plan for the reuse of the 42 surplus acres and includes an update
of redevelopment efforts in the Main Street Neighborhoods subarea of NAS Alameda.
[Most changes to the 1996 Community Reuse Plan are noted in strike - through /underline. Some
minor changes to street names and minor grammatical edits are not noted.
f December 31, 2008
Page 1
DRAFT
Proposed Amendment to the NAS Alameda Community Reuse Plan
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December 31, 2008
Page 2
Proposed Amendment to the NAS Alameda Community Reuse Plan
CHAPTER 2.0 LAND USE ELEMENT
Changes in Text
Page 2-16—Modify text and add new figure
The Main Street Neighborhoods subarea is located in the northeastern section of Alameda Point, the
former Naval Air Station Alameda (NAS site. The majority ofAlamecla). Historically, this area
repref;ents the existinwas occupied by Navy housing areas along with portions of the Fleet Industrial
Supply Center (FISC) Alameda Annex warehousim4 and the East Gate area.maintenance yards. The area
is abutted by the • . Alameda West End Neighborhoods afea-to the
south, the Central Core of NAS Alameda Point to the west, an-El-the orth
Waterfront) to the east and northeast.
"
predominant use will be ho-using and related uses. It is anticipated that long term reuse ‘vill include a
large amount of district to the north: (currently planned for redevelopment of existin.g housing. as
Alameda Landing). and Alameda Colleze to the east.
The Navy Main Street Neighborhoods subarea includes a residential area housing known as Marina
Village, which was built in 1991 is anti4ated, and conveyed by the Navy to remain for the long term.
It is possible that interim tenants including homeless care providers, the Coast Guard or other military
services will investvia a federal-to-federal transfer, in the upkeep and upgrade of the existing housing
stockSeptember 2008. The area also includes the George Miller School and adjoinin2- day care center
which will be conveyed to the Alameda Unified School District (AUSD) pursuant to a public benefit
conveyance (PBC) for continuing educational uses. The dav care facility continues to be operated by
AUSD as the Woodstock child care center and the school site houses Island .14igh School.
include small centers of supportiml. eivic. Service and retail use
be intcE.Tated into the roadway system of the City. At 'build out, t c Main Street 'Neighborhoods could be
, would be developed as a mix of housing tyres and densities consistent
ffi 4. Oh ShOUld o. 0 V.: around ty,-o mixed, use ocntars. Theo should
provide nodes af pcdestrial activity by clEGes?,1-411L-, schools, parks, local S.,-.TVin.2",
retail, hig-hcr intensity
• and c
include a smal:, 3 acre) nci=l-hborhood park. Uses ch.1.4epe-El
charactcristi-o to Alan
rcsidentiai character C area, :4-chooirs SC7VC, the local pepulation be an important
■er
property throtu•zh a public benefit conveyance to operate
December 31, 2008
Page 3
4 I
Proposed Amendment to the NAS Alameda Community Reuse Plan
will be conveyed the land on which they currently operate Cieorge Miller School and the adjoining
,
cniteCare center.
Additional school site(s) will be identified for the school district to a,commodate potential future
demand froi projected elementary or junior high school populations. Tentatively, the Commissar,- site
. .
school sic. Additionally, two parks consisting of 1 3acres will be located in-this area to scrvc tilt)
proximit}
" •
o schools and school age children.
WV It
Fifty-nine existing, Navy residential units, west of
Main Street, adjacent to the Central. Core. are being rented as market-rate housing. The Main Street
Neighbnorhoods subarea also contains-200 permanent and transitional housing units which have been
renovated to serve homeless people. Over 500 people live in these units. This former Navy housing was
made available as a homeless accommodation with a consortium of homeless providers. As required by
the accommodation. ARRA entered into 59-year, legally binding agreements (LBAs) with the providers
for property and improvements to carry out homeless services.
A majority of the Main Street Neighborhoods subarea has already undergone significant change since
the -NAS Alameda Community Reuse Plan was approved in 1996. :Bayport Alameda is a new master-
planned community built on the site of former Navy supply warehouses and base housing. The new 87-
acre community includes 586 residential units. a 4-acre neighborhood park. a 7-acre school. and 4 one-
half-acre mini-parks. :Bayport housing includes 48 affordable duet homes and ten townhomes that are
affordable to moderate-income people, and 52 rental units that are affordable to very low- and low-
income households. The 39-unit Shinsei Gardens is under construction and will be affordable to very
low- and low-income households.
VISION
The Main Street Neighborhoods subarea is envisioned as a residential neighborhood. It is anticipated
that the predominant long-term reuse will include demolishing older Navy housing to build new
residential..neighborhoods with schools. parks and open spaces, and civic uses to serve the residents.
Within the residential neighborhoods. at least 25 percent of the housing must be affordable to moderate-
and lower-income households. The Main Street Neighborhoods may include small centers of supporting
civic 7 services and retail uses and community-focused parks and open spaces, plazas. and bicycle and
pedestrian trails that connect to adjoining districts and the waterfront.
The Main Street Nei.(rhborhoods district will be focused around two mixed--use centers. These centers
provide nodes of pedestrian activity. clusterine of schools and narks, community services and local-
serving- retail, higher-density residential development (duplex townhouses and affordable apartments
consistent With City housing policy), and community serving and civic institutions. The clusters of
activitie.s provide a focal point to the re.sidential neighborhood. encourage walking throughout the
community. and enhance Alameda's unidue small town identity and sense of place. Nsiahborhood parks
(01.-yis to five acres or more) provide for a wide rage of activities 10 people of all ages.
, The two mixed-use centers are the adjacent Alameda Landing and the area now covered under the
(.„ Alameda Point Development Concept (Concept Plan). Alameda Landing is envisioned_ as a new
PE-D.4,1k December 31, 2008
Page 4
RA
Proposed Amendment to the NAS Alameda Community Reuse Plan
neighborhood with a mix of commercial. office, and residential uses. The area covered by the Concept
Plan includes a portion of the Main Street Neighborhoods and is directly adjacent to the west.
The Main Street Neighborhoods will be served by a number of important access routes that define its
boundaries or transect the area. These routes include many of the important linkages between the City
and the NASof Alameda :;itc. These include existing roadwaysand Alameda Point, such as the Ralph
Appezzato Memorial Parkway (formed V Atlantic Avenue-a-)Main Street the proposed
extensions of \\Inver "Willie" Starr Avenue (formerly Tinker Avenue) and Mitchell Mosely. Two
main avenues Atlantic Avenue, which is the border between Main Street Neighborhoods and West End
railroad right of ways.Mosley. Two main avenues--Appezzato Parkway on the southern border of the
neighborhoods extendine . east-west through the area and Main Street, which. cuts north-south through
th.e area--incorporate transit routes and trails along the old rail lines. These right of waysold rail
corridors are provideif i-L. opportunities to develop these corridors with for landscaping, separated
pedestrian and bicycle paths, and potentially ,. exclusively transit= CKCI.U.SiVe corridors. As discussed in
the transportation element, AtlanticGeeneral Pplan, Appezzato Parkway has the potential is a prime
candidate to develop as an exclusivea transit-only right-of-way tthat would connect the existing center to
NAS .'\lameda neighborhoods. Alameda Point with the rest of the city of Alameda.
The extension of TinkerWillie Stargell Avenue from Webster Street to Fifth Street Marina Village
across the Webster Posey Tube entrance will createprovides a direct connection between NAS Alameda
Point neighborhoods and Marina \Tillage and Alameda's Northern Waterfront.Alarneda Landiimthe rest
of the west end of Alameda. The configuration of major roadways through the Main Street
Neighborhoods should balance the need to provide good roadway access to facilitate redevelopment at
NAS Alam.da and and minimizein-g the effects of vehiclovehicular traffic and noise on -the
residential neighborhoods.
The City recently acquired the right-of-way needed for the Stargell Avenue extension. Money has been
allocated for the improvements from the State Transportation Improvement Program (STIP) funds and
construction is scheduled to begin in spring 2009.
PLANNING AND DESIGN PRINCIPLES
Provide a connected grid of streets and pathways.
Organize .neighborhood streets consistent with the historic Alameda grid with direct connections to
adjoining streets and neighborhoods. Promote access to the range of uses in the Main Street
Neighborhoods through integrated pedestrian, bicycle. and transit connections to and through the
ne i 2borhood.
Maximize accessibility to local and regional parks.
Use the park and trail system to connect residents with the waterfront and other local and r,,:lon2.1 narks.
Homes should front onto neiahborhood parks vhere nossible. Encourag.e the creation of recreational
:facilities accessible to the disabled. Provide connections to perimeter shoreline trails. boardwalks. open
spaces, parks. and public promenades alonv the San Francisco Bav and Oakland Estuary.
EDAW December 31, 2008
Page 5
Proposed Amendment to the NAS Alameda Community Reuse Plan
Create shared recreational and park spaces
Promote joint-use .recreational facilities by placing new park facilities near existing recreational spaces,
such as near Island High School or adjacent to the Coast Guard Service Center. Encourage co-located
recreational uses to share parking and recreational activity spaces.
Seamlessly integrate Alameda Point with the City of Alameda.
Encourage development that is community-oriented in keeping with Alameda's traditional character and
scale. Residential neighborhoods should not be gated or walled. The homes and building entries should
face onto streets. Streets and the public realm should be well landscaped consistent with the character
and quality of Alameda.
De-emphasize the automobile and create transit-oriented development.
Promote the use of alternative modes of transportation such as bicycles, shuttles. transit. buses. and
water taxis to prevent future traffic coneestion. Locate higher-density residential uses along or near
major transit lines and connect housing to services with open space. sidewalks, and trails.
Ensure economic development.
Ensure that the lone-term reuse of Alameda Point will result in the replacement of jobs lost after Navy
operations ceased and will. foster economic growth and development that benefits the community at-large.
Promote a compact, mixed-use environment.
:Encourage development of a variety of land uses that promote a transit- and pedestrian-friendly
environment. Use a mixed-use approach to develop a transit-friendly neighborhood with a strong
pedestrian character that extends Alameda's small town character and sense of place. Promote access to
shopping and services by creating a grid of pedestrian pathways and neighborhood streets.
Employ sustainable community design.
Provide for a more sustainable community land use pattern that reduces energy consumption and
reduces the overall carbon footprint of users. ExplefeEmploy green building techniques such as
integrated storm drainage systems, use of energy-efficient building systems. and photovoltaic collectors.
Allowable Uses
The Main Street Neighborhoods is a mixed-use area with a major emphasis on residential uses.
Residential, parks :. and recreation, open space, schools, and local serving office, civic, and retail uses are
allowed within the district. Suertig uso shoo L'2 ho fcd areund mixcd 11:2 :11.`if:11.1704.7 .00d
Community-oriented institutions such as places
of worship and nonprofit organizations are also allowable and desirable uses.
r ANNING GU!DEL!N
The plannirg ad cline dia,2rains on the fol.lowine . paLles are Pa soa 0.1.7; th Dlannin desiL-n principles
for the Main Street Neighborhoods subarea, Used in concert with other 'policies and principles presented
in this document, the diaarams provide guidance on the physical layout of the North Housim2, :Parcel.
These guidelines avoid site-specific development requirements or standards. instead. they illustrate
general design strategies that allow for broad interpretation
December 31, 2008
Page 6
Proposed Amendment to the NAS Alameda Community Reuse Plan
PLANNING GUIDELINE ONE
Create a system of streets that reflects the
Alameda grid and connects to both exist-
ing and planned streets
Possible connections
to existing and
proposed streets
(
Page 7
December 31, 2008
DRA
PLANNING GUIDELINE TWO
Focus higher density development
along a transit corridor
Proposed Amendment to the NAS Alameda Community Reuse Plan
Transit Corridor
5irjeton
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retiall$111101Silalattatalell$S49101011CatilkOilatati
1
December 31, 2008
Page 8
RA FT Proposed Amendment to the NAS Alameda Community Reuse Plan
PLANNING GUIDELINE THREE
Share uses between parks and schools,
provide joint use recreation facilities to maxi-
mize usage and reduce parking requirements
Artiagitgliglittelettgaillgtlitelgaliglgillgligatgategigt.
001
Existing Park
Singleton
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improvements
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1
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EDAM
Page 9
December 31, 2008
rill? .4 V--,Irr
PLANNING GUIDELINE FOUR
Create a central neighborhood
park that is fronted by
residential uses
rtx
Proposed Amendment to the NAS Alameda Community Reuse Plan
.5\
Sin leton
Stargell
"1621VSIO:PltelnaigatIVIIIM111611162tVZIIRdiXellatISEIVIgt011.
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Page 10
December 31, 2008
PLANNING GUIDELINE FIVE
Connect the North Housing Parcel to the
waterfront with green streets and open
space corridors
Proposed Amendment to the NAS Alameda Community Reuse Plan
/Waterfront
Planned Open
Space Corridors
tetIOINI41181t1P11
t/Kf tat:Atte ildelittt11121114..
ttt;t%
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taittat tette/Atria
Existing Open
Space rottidar
Stargell
December 31, 2008
Page 11
RA FT Proposed Amendment to the NAS Alameda Community Reuse Plan
PLANNING GUIDELINE SIX
Connect residential uses to open space,
trails, and parks
rIN141166flettr, 111111121102110
e‘\
s\e'l
ite1121118111031161116
Neighborhood
Connections
to Open Space
and Trails
tosesamittael
DAW
Page 12
December 31, 2008
Development Summary Table
Main Street Neighborhoods Subarea
Location
Proposed Amendment to the NAS Alameda Community Reuse Plan
Existing Land Use Proposed Amendment
Units Acres Units Density
Gross DU /AC of Total Units
est of Main Street
Big Whites
Residential Rentals
Subtotal
Alameda Point Collaborative (APC)
Operation Dignity
Building Futures with Women & Children
SunCal Area
Subtotal West of Main Street
Baypor.
Subtotal
19
40
59
19
40
59
119 119
28 28
53 53
200 200
300
300
1.0%
2.1%
3.1%
10.6%
16.0%
559
559
29.7%
Single Family Units
The Landing/The Breakers at Bayport Townhomes
Duet Units — Affordable
Breakers at Bayport Apartments
Shinsei Gardens Apartments
Subtotal Bayport
North Housing Are
Coast Guard Housing — Marina Village
Vacant Navy Housing
Subtotal Navy Housing
Proposed -North Housing Parc
Park
Market Rate Housing
Alameda Housing Authority
Habitat for Humanity Housing
Open Space
437
58
52
39
586
437
58
52
39
586
31.2%
Subtotal North Housing Parcel
300
282
582
26
34
60 300
300
Acres Units Units DU /AC
8 N/A
21 315
9 90
2 30
2 N/A
42 435 10.4 23.1%
15
10
15
16.0%
TOTAL UNITS
Total Allowed in Reuse Plan (1996)
1,727 1,880
2,017 2,017
100%
December 31, 2008
Page 13
Proposed Amendment to the NAS Alameda Community Reuse Plan
Main Street Neighborhoods Subarea Policies
Land Use Development Policies
2 -11 Encourage clustered development and other foams of pedestrian- friendly development patterns.
(Originally Policy 2 -13)
2 -12 Cluster supporting uses such as retail and local - serving office and civic uses in mixed -use
neighborhood centers with connections to transit and pedestrian and bicycle trails. (Originally
Policy 2 -14)
2 -13 Integrate interim users into planning for redevelopment of existing housing areas. (Originally
Policy 2 -15)
2 -14 Where a suitable residential environment can be created, give priority to housing in order to meet
the objectives of the Housing Element. (Originally Policy 2 -17)
2 -15 Limit residential development to one - family and two- family dwellings in accordance with the
provision of Measure A. Up to 325 low- income units may be built in Alameda by the Alameda
Housing Authority as multi- family housing as replacement units for the low - income units lost
when the Buena Vista Apartments were converted to market -rate housing in 1988. Some or all of
these replacement units may be located at one or more of the mixed -use sites, or in any area of
the City where residential units are permitted. (Originally Policy 2 -18)
2 -16 Expand housing opportunities to include home ownership for households in all income groups.
Develop housing to serve workplaces and civic uses anticipated in the Civic Core, North
Waterfront, and the College of Alameda. (Originally Policy 2 -19)
2 -17 Provide at least two parks within the Main Street Neighborhoods subarea to serve the needs of
residents of Alameda. (Originally Policy 2 -25)
2 -18 Improve accessibility via alternative modes of transit by encouraging higher- density residential
development (duplex townhouses and affordable apartments consistent with City housing policy)
in the vicinity of multi -modal transit centers and major arterialtransit corridors. along with parks
and community- serving businesses. civic uses. and institutions such as child care. (New Policy)
Transportation and Circulation Policies
2 -19 Develop Stargell Avenue, Appezzato Parkway, the Mitchell- Mosley Extension and Main Street
with pedestrian- and bicycle - oriented paths and landscaping as means to maximize alternative
modes of transportation and minimize impacts of vehicle traffic and noise on the residential
neighborhoods. (Originally Policy 2 -11)
2 -20 ease is;;o rraar:o patterns of development that minimize ti eats driveways and other access
turning conflicts viii r3� major arterial roadways. (Originally Policy 2 -12)
2 -21 Minimize through - traffic on minor residential streets. (Originally Policy 2 -21)
2 -22 Allow neighborhood centers for small stores that attract mainly pedestrian traffic and can be
acceptable neighbors for nearby residents. (Originally Policy 2 -22)
December 31, 2008
Page 14
Proposed Amendment to the NAS Alameda Community Reuse Plan
2-23 Limit the size of stores within the small neighborhood centers in order to avoid traffic congestion
and parking demands inconsistent with the residential character of the Main Street
Neighborhoods subarea. (Originally Policy 2-23)
Housing Policies
2-24 Require the developer to provide 25 percent of its residential units as housing affordable to very
low. Jow, and moderate income households (less than 120 percent of area median income) at the
North Housing Parcel consistent with City policies in redevelopment areas. (New Policy)
2-25 At the North Housing Parcel, 25 percent of the housing must be affordable to those of very low.
low, and moderate and lower :incomes. The developer may include those units provided through
the homeless accommodation an.d the public benefit conveyance for self-help illOUSiM1 toward its
inclusionary obligation, but will be responsible for providing adequate infrastructure to serve the
units on the developer's own propertv and the PBC and homeless accommodation sites. (New
Policy)
Community Design Policies
2-226 Maintain and extend Alameda's outstanding street tree system using the adopted Street Tree
Management Plan as a guide in the selection of street trees and streetscape landscaping.
(Originally Policy 2-24)
2-2627 Maintain and enhance the residential environment of Alameda's neighborhoods. (Originally
Policy 2-16)
2-2728 Assure Ensure that the adjoining uses in the Main Street Neighborhoods subarea are compatible
with the predominant residential land use pattern of the area to minimize nuisances and conflicts.
(Originally Policy 2-20)
Sustainable Design Policy
2-2429 Enforce the City's Green Building Ordinance. as found in Chapter XIII of the Municipal Code,
and maximize opportunities for sustainable planning and building design practices such as the use
of low energy appliances. solar oriented buildings. green roofs. on-site storm drainage wales,
PVC collectors on roofs, compact and transit-oriented design patterns, and integration of
alternative modes of transit. (New Policy)
Fiscal Neutrality Policy
2-30 Require the purchaser of the North Housing Parcel to establish mechanisms to ensure fiscal
neutrality. The purchaser of the site must conduct a fiscal impact analysis of any proposed proiect
and consent to a municipal service district (MSD) if necessary to ensure that the proiect will no
adversely impact the Citvs Qeneral fund. The property owners of property conveyed via a public
benefit conveyance or homeless accommodation will be exempt from .the fvISD. (New Policy')
EDAW December 31, 2008
Page 15
Proposed Amendment to the NAS Alameda Community Reuse Plan
SECTION 6.0 PARKS AND RECREATION, SHORELINE ACCESS,
SCHOOLS AND CULTURAL FACILITIES ELEMENT
Chances in text
Page 6 -3 — Modify text,
Main Street Neighborhoods Subarea Parks
Several small neighborhood parks are identified as part of the residential redevelopment in the Main
Street Neighborhoods subarea. These --one -half- to 3 -acre parks will serve the residents of the Main
Street Neighborhoods subarea. Their proximity to schools (Island High, Ruby Bridges, Chipman) and
school -age children in the neighborhood make them a critical addition to the region. They will provide a
"green" place for residents, especially children, to engage in passive and active recreation and to play
and grow. Larger parks and active plavfields may also be developed in the North Fiousine Parcel. If
active playfields are developed, they can be placed contiguous to other recreational facilities. One such
facility is the Coast Guard Service Center to the west; of the North Housint. Parcel. Active ball fields and
parkins could be shared, but non - recreational facilities, such as the Coast Guard's housing office. would
not be shared.
Some parks were already built as part of development within the Main Street Neighborhoods subarea
since the Community Reuse Plan was adopted. The Bayport: neit hborhood includes a 4 -acre
neiiahborhood park and four one - half -acre mini- parks.
Page 6- 6— Modify policy 6 -6 to be consistent with current conditions and future proposals.
6 -6 Develop at least two one- half.=l -- to 3 -acre parks in the Main Street Neighborhoods subarea to
serve the residents and school children of this primarily residential area.
December 31, 2008
Page 16
Proposed Amendment to the NAS Alameda Community Reuse Plan
SECTION 8.0 PROPERTY DISPOSAL STRATEGY
Changes in text
Page 8 -5 — Add text to section:
Public Benefit Conveyances: State and local government agencies as well asand non -profit institutions
that serve a specific public purpose can receive property at no cost or at a discounted price through the
public benefit conveyance (PBC) process. All entities who want to be considered for a PBC must submit
a statement of interest to the LRA within the same time frame as the homeless providers. However,
groups requesting a PBC must also obtain a sponsoring federal agency. The LRA can recommend denial
of a PBC if it is inconsistent with the Community Reuse Plan's objectives.
Those groups interested in obtaining a PBC were asked to submit a letter of intent during the same
screening period as the homeless providers. Each applicant was then asked to provide a business plan for
its program to ARRA by September 15, 1995. During this same time period ARRA staff and BRAG
members developed specific criteria for evaluating each request that is shown in the technical
appendices to the Community Reuse Plan.
During the 1995 request period. Ssix groups submitted expressions notices of interest (NOIS' for PBCs.
These groups and the facilities they requested are shown on Table 8 -4.
In November 2007. the Navy declared an additional 42 -acre area within. the Main Street Neighborhoods
subarea as surplus. This area is known as the North Housing Parcel..ARR sought -NOIs from qualified
non - profit and government entities for uses that would either meet unmet homeless needs or qualify as a
PBC.
In :March 2008, five groups submitted NOI:s for PBCs and homeless accomodations. These groups and
the facilities they requested are discussed in the following section.
Page 8 -7 — Add text to section:
Public Benefit Conveyances
In 1995, ARRA received six requests for public benefit convcyancesPBCs that included a broad range of
buildings and land to serve a variety of public purposes. In addition to reviewing the concepts for
programs to be provided by each applicant, ARRA, also considered the economic viability of the
proposal, its compatibility with the Community Reuse Land Use Plan, and the applicant's ability to
contribute to base wide infrastructure and public service costs necessary to help make the entire
redevelopment plan economically viable and fiscally sound. Based on that review, ARRA recommended
the PBCs summarized in Table 8 -5.
On March 7. 2008„ARR.A received fivc
two T)tl lzu' 1 en 'Iii conveyances and three 1i)llleiess
accolnnhodations— IrClil coups Interested in E l'C?tI€l1n s _: tit Iii1 iSlilg. hniidi is nernhanent su
housing for homeless people, relocatin.a a homeless shelter., and developing: a public, park on the 42 -acre
North Housing Parcel. On October 1. 2008. ARRA reviewed the concepts presented by each applicant in
its NOI.. considered the economic viability ot`'the proposal. and assessed its compatibility with the
EDAw
Page 17
December 31, 2008
Proposed Amendment to the NAS Alameda Community Reuse Plan
Community Reuse Land Use Plan. Based on that review. ARRA recommended the following PBCs and
homeless accommodation:
City of Alameda/Alameda Recreation and Park Department (ARPD):
AR.PD submitted an NM for a PBC for an existing community park and open space area. This area
had been used in the past by ARPD through a use agreement with the U.S. Coast Guard. This PBC
requested eight acres of open space currently called Estuary Park. This park includes a
baseball/softball field and two large soccer fields. This park can be used as a venue for a variety of
youth sports activities.
Alameda Housing Authority:
The Alameda Housing Authority is a local agency that owns 559 units. manages 13 units and
administers 1.675 Section 8 vouchers for very-low and low-income residents. The Housing
Authority submitted a request for a homeless accommodation in partnership with the .Alameda Point
Collaborative, and Building Futures with Women and Children. Their NOl nroposed to develop 1.20
units of permanent supportive housing for individuals and families who are currently homeless.
ARRA negotiated with the Alameda Housing Authority to provide nine acres and 90 units for this
use.
Habitat for Humanity:
Habitat for Humanity submitted an NO[ to the City of Alameda for a self-help housing PBC. Habitat
for Humanity proposed renovating 32 homes in the northeast section of the North Housing Parcel.
These homes would be renovated using Habitat's self-help model and sold to buyers with incomes
that are 80 percent or less of the median. income. After economic review and further discussion with .
this organization, NRRA suggested that Habitat for Humanity pursue two acres of land. for up to 30
dwelling units. These units may be new construction or renovation of existing units.
December 31, 2008
Page 18
Proposed Amendment to the NAS Alameda Community Reuse Plan
SECTION 9.0 IMPLEMENTATION STRATEGY
Changes in text
Page 9 -4—Add text to section:
Infrastructure
This section discusses the infrastructure and related costs necessary to implement the Community Reuse
Plan. The critical infrastructure systems have been analyzed and preliminary programs to repair and
reuse existing systems and provide new systems where necessary have been outlined. The analysis is
based on the complete systems and their total costs to serve the NAS site. Not all of the costs
documented below will be borne by ARRA. The Navy, service providers, developers, and potential
other public agencies will be responsible for portions of the systems cost. It is the intent of this section to
outline the total cost of plan implementation and identify which of these costs represent near -term and
long -term costs. Three categories have been tracked: (1) improvements and related costs representing
near -term expenditures that are necessary to repair the existing systems or allow for civilian
reuse /operation of the system;( 2) improvements that can be made through cyclic replacement programs
with costs and actions occurring over a 10- to 15 -year period; and (3) improvements related to
redevelopment of specific subareas of the base that would require new infrastructure and incur costs to
enable the development to occur. Discussion of the water, stormwater, wastewater, natural gas,
electrical, and roadway systems and related costs are discussed below.
Infrastructure in the North Housing- Parcel will be provided in conjunction with the development of the
site. Many infrastructure improvements are needed to serve new housing. These will include new streets
and paths, and sewer and water pipelines to service new development.
Environmental Status
Soil
Contaminated soil and groundwater have been identified at the North Housing Parcel. The primary soil
contaminant at the North Housing Parcel is a group of petroleum- related chemicals called PAHs
(nolycvclic aromatic hydrocarbons). These PAHs appear to have ori2inated from coal Gasification plants
that were near what is now Jack London Square in the late 1800s and early 1900s. Two types of PAH
contamination occur in soil at the North Housing Parcel: Marsh Crust and PAHs in till soil. ".Marsh
C:'rust" coincides with the original surface of the marshy tidelands in the area. Wastes discharged from
local industries were denosited on ,plants and mudflats in the tidelands and became embedded when the
area was filled. as a contaminated laver several inches thick. Tod.ay. Marsh Crust is 1.5 to 20 feet below
the ground surface at the North Housing Parcel. PAHs from these industrial sources were present in the
sediments dredged from Oakland Inner Harbor for use as fill at what is now the North Housing Parcel.
Low ie eis o f PA.Fis remain in soil at the North Housim2 Parcel, except where the Navy has already
excavates neat` irTace soil.
Be t peen 2000 and 2002, the Na \ v excavated PAH- contaminated soil to a depth of at least tw
beneath all of Estuary Park and about half of the North Housing Parcel's residential area. Elsewhere. the
Parcel's PAH concentrations were lower and did not require excavation. Soil was not excavated beneath
nay en:ent. buildinus. and tang. trees. Post - removal evaluations show no risk to children or adults at the
EDAVV-
Page 19
December 31, 2008
DR A FT
Proposed Amendment to the NAS Alameda Community Reuse Plan
North Housing Parcel. The Navy's R.OD (Record of Dccision) for cleanup ofsoil at the North Housinc
Parcel was finalized on October 3. 2007. The ROD includes land use restrictions that prohibit, unless
\ / �
uert�operm/oS/on is granted ahead of oftirne. both excavation ofsoil from depths ureater than four feet
and major site work consisting. of removal of buildings and hardscape. due to PAHs in the fill material.
A}uroodu`oM.urmh Crust Ordinance (No. 2824) establishes a permitting process to help ensure that any
excavation deep enough potentially to encounter marsh crust is conducted so as to protect public health
and the environment. The Marsh Crust Ordinance was enacted in coordinalion with the Navy's ROD for
marsh crust. dated February 2'20O\.
Water
Shallow groundwater 'beneath the North Housing Parcel is contaminated with benzene and naphthalene,
two petroleum-related cbem.iou]s. The sources of this contamination are believed (obo contaminated fl]}
used to create Alameda Point and previous rc|cuycs. Although no spills or other releases in this area have
been doouzocntod, the pattern of groundwater contamination suggests that one or more releases may
have occurrecl. Contamination entrapped in the VIarsh Crust rnav be contributinu to the groundwater
contamination. Groundwater is not currently used for drinkinc water. and water service is provided by
the East Bay Municipal Utility District from a separate source.
The Navy's ROD for cleanup of groundwater beneath southern portions of the North Housing Parcel
was finalized on August 3A.Z007.10 October 2008, the Navy began oo approximately two-year
groundwater Urotrncotprogram. in two areas of the plurne t'hat have hiuher contarninant levels. One of
these areas is partia]lv within the North Housing Parcel—in. the southeast, buonotb lKnll/nan Circle.
Lower-level contamination in the rest ofthc plume will he rnonitored. and is expected. to biodeurade
)outuoollYvritbio about ten years. Until then, land use restrictions forhid hoth use of groundwater and
interference with clean-up operations. Vapor intrusion into indoor air has been shown not to be a
problem at the I4oz1h.Hnuaing Parcel. The Navy's groundwater clean-up efforts are compatible with
residential. use of the property and should be minimally disruptive to future redevelopment.
Next Steps
The Navv has fu)/ responsibility for cleanup of groundwater iu the vicinity of the Nortb Housing Parcel.
However. the ROD for soil at the North Housing Parcel. imposes clean-up responsibilities onn|hcrs.
especially developers.
For major si(e work, a developer rnust enter into an cofhroeablc agreement with coviroocoeutul
regulatory agencies. Presumably. the enforceable agreement will require the developer toremediste
P/\8abcneudb any buildings and hardscape that are removed. This cleanup likely will be similar to the
cleanup the Navy completed in the North f{unsing Parcel's landscaped areas. Probable developer tasks
are:
l Enter into an enforceable 4orecmcot with environmental rcoulotoryog.cncicy.
2. Prepare and obtain nceu]urnrvupnrcval of a SoilK.4unuocozcot Plan.
3. Prepare and obtain reaukatory approval of a clean-up work plan in /l) invesdnte Pf\8 levels in
soil beneath removed hui1ding.s and burdsoonc` and (2) excavate any soil czceediuL,Oarlot: clean-
up
4. Collect soil samples beneath removed buildings and burdscum:ond analyze the moil for PAFfs,
ED AVV December 31, 2008
Page 20
Proposed Amendment to the NAS Alameda Community Reuse Plan
5. Excavate any soil with a PAH level greater than 1 mg /kg (milligram per kilogram of soil.) and
dispose of it oft site. Additional soil removal may be needed to lower the average soil PAH
concentration to 0.62 mg /kg or less.
6. Prepare and obtain regulatory approval of a Clean -up Completion. Report.
As an alternative, it may be possible for the developer to obtain regulatory approval to remove the top
two feet of soil only beneath demolished buildings and hardscape that are in areas where the Navy's
previous soil removal occurred in accordance with the Soils Cleanup ROD.
Page 9 -23 through page 24 — Modify text
Building Demolition
The Navy and their Interim Reuse Strategy designate a number of buildings for demolition. Those
designated as such in the Interim Reuse Strategy are considered to be without reuse potential given their
condition and market potential. Costs incurred in the demolition of structures, including full
environmental mitigation, should be borne by the Navy. The Navy should bear the cost and
responsibility for structures currently on its demolition list, and all structures proposed for demolition by
ARRA. The demolition of these structures should be scheduled and integrated into the Navy's overall
demolition plan for the entire base. The buildings proposed for demolition in the Interim Reuse Strategy
represent buildings with: 1) serious structural flaws that would present ARRA with large capital upgrade
costs to use in the interim period or beyond; 2) little market potential as judged by commercial brokers
and knowledge of the Bay Area real estate market; and 3) no known interest either from potential private
tenants or PBC requests. These buildings, if not demolished by the Navy, will use up scarce resources in
the interim and long-term reuse of the base through increased care and custody costs (borne by the Navy
or ARRA) or demolition at a later date by ARRA and decrease the reuse potential for the entire Base.
Regardless of who bears responsibility, demolition will be one of the highest costs in reusing NAS
Alameda. Because of the expense, it is critical that an agreement is reached between the Navy and
ARRA regarding the schedule and responsibility related to demolitions. In addition to the financial
implications, the scheduling of building demolition activities could affect the interim reuse of structures
such as Building 13 where only a portion of the building is recommended for demolition. ARRA and the
Navy should include discussions regarding building demolition in negotiations of care and custody
procedures and responsibilities and as part of the Economic Development Conveyance process of
determining the value of Base. It is also possible that demolition of structures could be included as part
of the environmental cleanup process. Buildings that are detei ined not to be reusable should be
processed or dismantled for maximum salvage and recycling prior to or in conjunction with demolition
and prior to disposal in landfill sites.
Buildings in the North Housing Parcel may be demolished in order to facilitate the area's red.e elonment
for housinc uses. The developer of the site will be responsible for demolis.hine or rehabilltG tine these
hwidin?s. The units were vacated by the Coast guard I1? snniie 2005 and are currently up. Tbc
Navv has caretaker obIn. ations for these properties unii.` to is disno ti here C
ina the buildin <as. checknic for plumbina fun tionalit "i.'. Eifscl, e ?s t Li zii3£i4x . €11(1 'inc I!1e aTass,
remoyin« debris, and patroilina the area.
December 31, 2008
Page 21
ATTACHMENT 4
LEGALLY BINDING AGREEMENT
AMONG
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
AND
HOUSING AUTHORITY OF THE CITY OF ALAMEDA,
ALAMEDA POINT COLLABORATIVE, AND
BUILDING FUTURES WITH WOMEN AND CHILDREN
THIS LEGALLY BINDING AGREEMENT (the "Agreement ") is made as of
, 2009 ( "Effective Date "), among the Alameda Reuse and
Redevelopment Authority (the "LRA "), the Federally recognized local redevelopment
authority for the Naval Air Station, Alameda, California, and the Housing Authority of the City
of Alameda, a public body, corporate and politic (the "Housing Authority "), Alameda Point
Collaborative, a California nonprofit public benefit corporation ( "APC "), and Cornerstone
Community Development Corporation, a California nonprofit public benefit corporation, dba
Building Futures with Women and Children (`BFWC "). The Housing Authority, APC and
BFWC are collectively referred to herein as the "Providers ". The LRA, the Housing Authority,
APC and BFWC are each individually referred to herein as a "Party" or collectively referred to
herein as the "Parties ".
WITNESSETH
WHEREAS, Naval Air Station, Alameda ( "NAS Alameda ") located in the City
of Alameda, California, was recommended for closure in 1993;
WHEREAS, in 1996, the LRA approved the Naval Air Station Alameda
Community Reuse Plan, as amended (the "Original Reuse Plan ");
WHEREAS, the Original Reuse Plan was approved by the Department of Defense
( "DoD "), acting by and through the Department of the Navy ( "Navy ") and the United States
Department of Housing and Urban Development ( "HUD ");
WHEREAS, the Navy completed the environmental analysis of land, which
included approximately forty -two (42) acres of land within NAS Alameda, comprised of three
(3) parcels (collectively, the "North Housing Parcel "), and on August 30, 2007, finalized the
record of decision ( "Record of Decision ") for cleanup of groundwater beneath the southern
portions of the North Housing Parcel (the "Groundwater Cleanup ROD ") and on
October 3, 2007, finalized the Record of Decision for cleanup of soil at the North Housing Parcel
(the "Soils Cleanup ROD "), then performed soil remediation on the North Housing Parcel
(removed soil contaminated with polycyclic aromatic hydrocarbons ( "PAHs "));
WHEREAS, the Original Reuse Plan contemplated residential development and
related open space and roads for use by the U.S. Coast Guard (the "Coast Guard ") of the North
Housing Parcel pursuant to a transfer from the Navy to the Coast Guard (the "Navy /Coast
Guard Transfer ");
IAD\99999 \758929.16
WHEREAS, the Navy and the Coast Guard reached agreement on the terms of a
Navy /Coast Guard Transfer for certain real property which did not include the North Housing
Parcel;
WHEREAS, the North Housing Parcel was declared surplus on November 5, 2007 and
will be disposed of by the DoD pursuant to the Defense Base Closure and Realignment Act of
1990, as amended (the "Base Closure Act ");
WHEREAS, the LRA is the Federally recognized local redevelopment authority required
by the Base Closure Act to amend the Reuse Plan to address the additional surplus acres
comprising the North Housing Parcel;
WHEREAS, the LRA has approved an amendment to the Original Reuse Plan updating
the Main Street Neighborhoods subarea (the "Reuse Plan Amendment ") to address, among
other things, the North Housing Parcel without the Navy /Coast Guard Transfer, and to
accommodate homeless housing;
WHEREAS, the Original Reuse Plan, as amended by the Reuse Plan Amendment shall
be referred to herein as the "Reuse Plan ";
WHEREAS, in February 2008, the LRA completed a Homeless Needs Assessment,
which, among other things, identified unmet needs within the continuum of care and identified
the need for permanent, supportive multifamily rental housing;
WHEREAS, pursuant to the screening process set forth in the Base Closure Community
Redevelopment and Homeless Assistance Act of 1994, as amended (the "Redevelopment Act ")
and the Base Closure Act, the Providers submitted a Notice of Interest to the LRA on
March 7, 2008 to use a portion of the North Housing Parcel for homeless accommodation
purposes, which was supplemented on May 13, 2008 (collectively, the "Original NOI ");
WHEREAS, as a result of balancing the needs of the homeless with the needs of the
community for economic and other development purposes, the LRA requested the Providers
revise their Original NOI to encompass approximately nine (9) acres of the North Housing Parcel
with ninety (90) units of existing housing as shown on Exhibit A attached hereto (together with
the improvements thereon (existing and in the future), the "Designated Property "),
WHEREAS, the Original NOI, as revised, shall be referred to herein as the ( "NOI ");
WHEREAS, the Providers' proposed use of the Designated Property as a site for
development and operation of approximately ninety (90) units of permanent, supportive
multifamily rental housing for homeless individuals and families and related community space
associated with the Providers' operations, as described in the NOT and on Exhibit B attached
hereto (collectively, the "Project "), is consistent with the long -term goals of the Reuse Plan to
use the Designated Property for residential purposes and fills gaps in the existing continuum of
care;
3AD \99999 \758929.16
2
WHEREAS, the Redevelopment Act requires the LRA to submit to HUD, as a
component of a homeless assistance submission ( "Homeless Assistance Submission "), a copy
of the legally binding agreement that the LRA proposes to enter into with representatives of the
homeless selected by the LRA to implement homeless programs that fill gaps in the existing
continuum of care;
WHEREAS, this Agreement is intended to legally bind the Parties and to fulfill the
Redevelopment Act requirement;
WHEREAS, the Providers intend to enter into a memorandum of understanding to
address the roles and obligations of the Providers with respect to the development and operation
of the Project, and implementation and operation of the Programs (as defined in Section 2.2
below) and to address the Providers' intention with respect to structuring the ownership and
operation of the improvements to be constructed on the Designated Property (but not the land,
which would be owned by the Housing Authority) to facilitate funding sources, which the
Providers anticipate may include the creation of a limited partnership or limited liability
company controlled by the Housing Authority and/or a nonprofit housing developer (a
"Partnership/LLC ");
WHEREAS, the LRA and the Providers wish to enter into this Agreement to provide for
the transfer of the Designated Property to the Providers for development and operation of the
Project and Programs and to establish a Homeless Services Fund (as defined in Section 1.3
hereof) for the benefit of homeless persons in the City of Alameda, in order to comply with
Federal laws, to address the needs of homeless persons, and to further the reuse and
redevelopment of the North Housing Parcel;
NOW, THEREFORE, the Parties hereby agree as follows:
ARTICLE 1
LRA RIGHTS AND OBLIGATIONS.
1.1 Reuse Plan Amendment. The LRA will complete and file the Reuse
Plan Amendment with HUD and the Navy on or before the Federal mandated fling date, as such
date may be extended.
1.1.1 The Reuse Plan Amendment includes the Designated Property for
development by the Providers of the Project in accordance with the Reuse Plan Amendment and
the City of Alameda General Plan.
1.1.2 The Reuse Plan Amendment addresses the availability of general
services such as transportation, police and fire protection, and utilities serving the North Housing
Parcel.
1.2 Transfer by Deed. Upon approval by HUD and the Navy of the
Homeless Assistance Submission and Reuse Plan Amendment, completion by the Navy of the
Record of Decision or other decision document ( "NEPA Decision Document "), and issuance by
JAD \999991758929.16
3
the Navy of a Finding of Suitability for Transfer ( "FOST ") or Finding of Suitability for Early
Transfer ( "FOSET "), as applicable, for the North Housing Parcel, completion of all actions
under the Base Closure Act and Redevelopment Act and applicable Federal regulations
necessary for the Navy's transfer or sale ( "Transfer ") of the North Housing Parcel, all consistent
with the approved Reuse Plan and the terms of this Agreement, the LRA shall request that the
Navy transfer the Designated Property to the LRA by quitclaim deed (the "Navy Deed ") for no
consideration. The LRA shall simultaneously transfer the Designated Property to the Housing
Authority by quitclaim deed (the "LRA Deed ") for no consideration pursuant to the terms
hereof.
1.2.1 Upon the occurrence of any of the events described in this
Section 1.2.1 and, if applicable, the failure to cure such event within the respective cure period,
there shall be an event of default. If any of the following occur, the LRA shall provide the
Providers written notice of such occurrence (the "Noticed Default "):
1.2.1.1 at any time following conveyance by the LRA of the
Designated Property to the Housing Authority, all three of the Providers, and if applicable, the
Partnership /LLC, dissolves or otherwise ceases to function and the LRA has not approved an
assignee(s) of the Providers if necessary, or if applicable, the Partnership /LLC, which approval
shall not to be unreasonably withheld; or
1.2.1.2 after the date which is thirty -six (36) months, subject to
Force Majeure (as defined below) (or as such date may be extended by the LRA), after
substantial completion (as evidenced by written documentation provided by the City of Alameda
per the LRA's request) by a Third Party Transferee (as defined in Section 1.3 below) of the
upgrade and/or construction of backbone infrastructure serving the North Housing Parcel
(including the Designated Property) as described in Section 4.1 below, (A) the Housing
Authority has not commenced construction of the Project, including predevelopment activities in
preparation for construction, or (B) following commencement of construction (and subject to
Project phasing approved in writing by the LRA), all or substantially all of the Designated
Property conveyed is abandoned, or (C) the Housing Authority fails to complete construction of
the Project in accordance with the schedule mutually agreed upon in writing by the LRA and
Providers (as such schedule may be mutually revised in writing from time to time); or
1.2.1.3 upon completion of construction of the Project (or each
phase, as applicable), if (A) the Project (or the completed phase, as applicable) is not being
operated or is not being used to implement the Programs (as defined in Section 2.2 below), or
(B) the Providers are not operating the Project or implementing the Programs in accordance with
a "Continuum of Care System" as defined in 32 Code of Federal Regulations ( "C.F.R. ") §
176.5 (subject to modification pursuant to Section 2.2 below) and the implementation, intent and
requirements of the Reuse Plan, or (C) if the Providers fail to comply with any provisions hereof,
and (D) the Project ceases to be used for homeless persons.
If the Providers fail to cure the Noticed Default within one hundred and twenty (120) days of the
receipt of said notice, or, if such default is not subject to cure within one hundred twenty (120)
days, the Providers fail to commence to cure within one hundred twenty (120) days and
diligently prosecute such cure to completion within a reasonable time (subject to Force Majeure
(as defined below)), the Designated Property (or, if applicable, the portion thereof on which a
JAD199999\758929.16
4
separate phase of the Project is constructed or will be constructed and where the Noticed Default
is occurring, provided that such portion is legally subdivided) shall revert to the LRA pursuant to
the provisions more particularly prescribed by the LRA in the LRA Deed. For purposes herein
the term "Force Majeure" means reasons or causes reasonably beyond Provider's control
(excluding Provider's financial inability), such as acts of nature or of public enemies, war,
invasion, insurrection, rebellion, earthquake, riots, fires, floods, epidemics, quarantine
restrictions, strikes, lockouts, freight embargoes, and unusually severe weather delays, or any
similar cause.
1.2.2 If title to the Designated Property reverts to the LRA pursuant to
Section 1.2.1 hereof, the LRA shall, to the maximum extent practicable, take appropriate steps to
facilitate the utilization of the Designated Property by other homeless providers by contacting
homeless provider representatives to develop the Designated Property and operate the Programs
(as defined in Section 2.2 below). The term "appropriate steps" shall mean providing reasonable
public notice of at least ninety (90) days to homeless providers in the vicinity of NAS Alameda
of the available facilities and of the types of programs that may qualify as a successor to the
Programs, and negotiating in good faith with homeless providers that respond to said notice. If
the LRA is unable to reach agreement with a successor homeless provider or providers following
good faith negotiations, then:
1.2.2.1 if title to the Designated Property reverted to the LRA
pursuant to Section 1.2.1.1 above, the LRA shall have no further obligations hereunder, provided
the balance of the Homeless Services Fund (as defined in Section 1.3 below) is used to support
programs for homeless persons in the City of Alameda on an annual basis thereafter for at least
twenty (20) years, and this Agreement shall be (a) released as to the Designated Property, and (b)
terminated and of no further force and effect with respect to all or any such portion, as
applicable, (except for any rights and obligations pursuant to this Agreement which survive any
termination); or
1.2.2.2 if title to the Designated Property (or portion thereof)
reverted to the LRA pursuant to Section 1.2.1.2 above, the LRA shall sell the Designated
Property (or portion thereof, as applicable) at fair market value based on the highest and best use
consistent with the Reuse Plan, then the proceeds (net of the LRA's reasonable costs incurred
from the sale (including, without limitation closing and escrow fees, broker's commissions,
attorney's fees and other transactional costs)) shall be promptly distributed equally between APC
and BFWC, to be used to support programs for homeless persons in the City of Alameda and the
LRA shall have no further obligations hereunder (as to all or that portion of the Designated
Property, as applicable), provided the balance of the Homeless Services Fund (as defined in
Section 1.3 below) (or, if applicable, the balance of the Homeless Services Fund exclusive of the
Allocable Portion (as defined below)) is used to support programs for homeless persons in the
City of Alameda on an annual basis thereafter for at least twenty (20) years, and this Agreement
shall be (a) released as to all or that portion of the reverted Designated Property, and (b)
terminated and of no further force and effect with respect to all or any such portion, as
applicable, (except for any rights and obligations pursuant to this Agreement which survive any
termination).
1.2.2.3 if title to the Designated Property (or a portion thereof)
reverted to the LRA pursuant to Section 1.2.1.3 above, the LRA shall have no further obligations
JAD\99999 \758929.16
5
hereunder (as to all or that portion of the Designated Property, as applicable), provided the
balance of the Homeless Services Fund (as defined in Section 1.3 below) (or, if applicable, the
balance of the Homeless Services Fund exclusive of the Allocable Portion (as defined below)) is
used to support programs for homeless persons in the City of Alameda on an annual basis
thereafter for at least twenty (20) years, and this Agreement shall be (a) released as to all or that
portion of the reverted Designated Property, and (b) terminated and of no further force and effect
with respect to all or any such portion, as applicable, (except for any rights and obligations
pursuant to this Agreement which survive any termination).
In the event only a portion of the Designated Property reverts to the LRA pursuant to
Section 1.2.1.2 or Section 1.2.1.3 above, the allocable portion ( "Allocable Portion ") of the
Homeless Services Fund required to adequately provide services to the units located on the
remaining Designated Property (the portion of the Designated Property that did not revert to the
LRA) shall be reasonably determined by the Providers, as substantiated by a budget and
documentation showing the projected cost of delivering services to such units for a minimum of
twenty (20) years and, if applicable, including the cost of PLL Insurance (as defined in, and
subject to the payment or reimbursement limitation of, Section 1.3.2.1 below), which in no event
shall exceed the balance of the Homeless Services Fund, and shall be approved by the LRA.
1.3 Homeless Services Fund. Upon the Transfer by the Navy of any portion
of the real property comprising the North Housing Parcel to a third party transferee or transferees
(excluding any transferee obtaining title through a public benefit conveyance or homeless
conveyance (including any homeless conveyance to the LRA and the Housing Authority)) (the
"Third Party Transferee "), and, as required by the Navy as a condition of the Transfer, the
Third Party Transferee, in conjunction with the payment of the purchase price to the Navy with
respect to the Transfer, the Third Party Transferee shall pay Nine Million Four Hundred
Seventy -Six Thousand Four Hundred Seventy -Eight Dollars ($9,476,478) (the "Homeless
Services Fund Amount ")' into a separate fund account to establish a homeless services and
facilities services fund (the "Homeless Services Fund ") to be held and administered by the
LRA. All interest earned on the Homeless Services Fund shall be deposited into the Homeless
Services Fund.
1.3.1 If there is more than one Third Party Transferee, each Third Party
Transferee shall pay a proportional share of the Homeless Services Fund Amount based on the
per -acre share of the North Housing Parcel received by each such Third Party Transferee as
illustrated by the following example, which is intended to be illustrative of the calculation and
may or may not reflect any actual acreage amount. For example, if the total acreage available for
transfer to a Third Party Transferee(s) (exclusive of any acreage subject to a public benefit
conveyance or homeless conveyance) is approximately twelve (12) acres, and a Third Party
Transferee acquires six (6) acres, then such Third Party Transferee shall be obligated to pay to
the LRA fifty percent (50 %) of the Homeless Services Fund Amount for deposit into the
Homeless Services Fund.
1.3.2 Each year for a period of twenty (20) years, commencing upon
issuance by the City of Alameda of the first certificate of occupancy for the Project, provided the
1 The Homeless Services Fund Amount was calculated by capitalizing an annual cost of $608,300 to provide the
Programs for twenty (20) years, and adding the cost of PLL Insurance.
JAD\99999 \758929.16
6
Providers are not in default under this Agreement, the LRA shall disburse to APC and BFWC,
one twentieth (1 /20th) of the Homeless Services Fund (the "Annual Distribution "), subject to
adjustment as described in Section 1.3.2.1 below. APC and BFWC shall use the Annual
Distribution to fill funding gaps necessary to implement the Programs for the Project, but to the
extent the Annual Distribution exceeds the funds necessary to implement the Programs for the
Project, APC and BFWC may use part or all of the Annual Distribution for other homeless
services and homeless - serving facilities in the City of Alameda reasonably identified by APC
and BFWC as necessary to fill a gap in the continuum of care that complies with the Continuum
of Care System defined in 32 C.F.R. § 176.5. Subject to Section 1.3.2.1, the initial amount of the
Annual Distribution is based on the initial annual services budget attached hereto as Exhibit C
(as amended, the "Annual Services Budget ").
1.3.2.1 APC and BFWC may from time to time request
additional disbursements from the Homeless Services Fund to pay for homeless services or
facilities in the City of Alameda in response to a newly - identified need or emergency, as
reasonably demonstrated by APC and BFWC to the LRA and subject to review and approval of
the LRA of a business plan provided by APC and BFWC in support of such additional
disbursement, which approval shall be in the LRA's sole discretion. In addition, the Housing
Authority shall have the right to request and obtain disbursements from the Homeless Services
Fund to pay for, or reimburse payment for, pollution legal liability insurance for the Designated
Property (the "PLL Insurance "), in an amount not to exceed Seven Hundred Seventy -Seven
Thousand Dollars ($777,000), to the extent an alternative funding source(s) is not available to
pay, or reimburse payment of, the costs of the PLL Insurance. APC and BFWC, in consultation
with the Housing Authority with respect to the PLL Insurance, shall submit to the LRA a revised
Annual Services Budget that reflects reduced amounts of each subsequent Annual Distribution as
a result of such distributions. The Parties, by written concurrence of all four (4) Parties, may
agree to adjust the manner in which the Homeless Services Fund is maintained and distributed in
order to maximize the amount of funding available and/or lengthen the period of distribution.
Notwithstanding anything in this Section 1.3 to the contrary, if the Navy Transfers any portion or
all of the North Housing Parcel to the LRA or to any other City of Alameda governmental entity
through a public benefit conveyance or homeless conveyance (including any homeless
conveyance to the LRA and the Housing Authority) or other conveyance, under no
circumstances shall the LRA or any other City of Alameda governmental entity be obligated to
pay any Homeless Services Fund Amount, provided, however, if the Navy Transfers all or any
portion of the North Housing Parcel to the LRA pursuant to an economic development
conveyance or other conveyance and the LRA subsequently transfers such property to a Third
Party Transferee(s), then the LRA shall require payment of the Homeless Services Fund Amount
from such Third Party Transferee(s) to fund the Homeless Services Fund, which shall be held,
administered and used as set forth in this Section 1.3.
ARTICLE 2
PROVIDERS' RIGHTS AND OBLIGATIONS.
2.1 Consent to NOI Objectives. In consideration of the LRA Deed, the
Providers shall accept the Designated Property and pursue redevelopment of the Designated
Property as described in Exhibit B attached hereto. The Housing Authority, pursuant to Section
JAD1999991758929.16
7
1.2 above, shall execute the LRA Deed to accept the Designated Property on behalf of the
Providers. The Providers may develop the Project in phases.
2.2 Programs. The Providers shall operate the programs, as generally
described in Exhibit B (collectively, the "Programs "), which fill gaps in the existing continuum
of care. The Programs, including any future changes in the scope of services of the Programs,
shall constitute services and activities under a Continuum of Care System (as defined in
32 C.F.R. § 176.5) and shall comply with the implementation, intent and requirements of the
Reuse Plan. The Providers shall not change the Programs from permanent service - enriched
supportive housing for homeless individuals and families without the prior written consent of the
LRA in its sole discretion.
2.3 Costs. The Providers shall be responsible for all costs and expenses
associated with the development, operation and maintenance of the Designated Property and the
Project and for the operation of the Programs, which includes certain in -tract infrastructure costs
described in Section 4.1 below.
2.3.1 The Providers may obtain financing to pay the costs of developing
and operating the Project and operating the Programs and may freely encumber the Designated
Property to secure such financing, subject to requirements of local law.
2.3.2 The Providers shall utilize the Homeless Services Futid to pay any
and all costs associated with the operation of the Project and the Programs, including but not
limited to services costs, the costs of developing additional facilities for the provision of services,
the development of which shall be subject to the City of Alameda's approval process, and, if
applicable, PLL Insurance, pursuant to the Annual Services Budget.
2.4 Environmental Analysis. The Navy has completed the environmental
analysis of the North Housing Parcel, performed soil remediation on the North Housing Parcel as
required by the Soils Cleanup ROD (removed soil contaminated with PAHs as required by the
Soils Cleanup ROD), and has determined that the Designated Property is suitable for residential
purposes; therefore no alternative arrangements pursuant to 32 C.F.R. § 176.30(b)(3)(i) are
necessary. Pursuant to the Groundwater Cleanup ROD, the Navy has full responsibility for the
cleanup of groundwater in the vicinity of the North Housing Parcel; however, the Soils Cleanup
ROD imposes cleanup responsibilities on developers of the North Housing Parcel, and the
Providers shall be obligated to comply with the Soils Cleanup ROD and any agreement(s)
entered into between the Providers and the environmental regulatory agencies with respect to the
Designated Property. The Parties acknowledge that the soils cleanup obligations cannot be
known until the Providers submit their development plan for the Designated Property to the
environmental regulatory agencies and such agencies have analyzed such submittal and provided
their requirements. Pursuant to the Soils Cleanup ROD, the Providers', as developers of the
Designated Property, probable requirements may include:
agencies.
JAD\99999 \758929.16
2.4.1 Enter into enforceable agreement(s) with environmental regulatory
2.4.2 Prepare and obtain regulatory approval of a soil management plan.
8
2.4.3 Prepare and obtain regulatory approval of a cleanup work plan to
(1) investigate PAH levels in soil beneath removed buildings and hardscape and (2) excavate any
soil exceeding target cleanup levels, dispose of it offsite, and backfill using clean soil.
2.4.4 Collect soil samples beneath removed buildings and hardscape and
analyze the soil for PAHs.
2.4.5 Excavate any soil with a PAH level greater than 1 mg/kg
(milligram per kilogram) of soil and dispose of, it off site. Additional soil removal may be
needed to lower the average soil PAH concentration to 0.62 mg/kg or less.
2.4.6 Prepare and obtain regulatory approval of a cleanup completion
report.
Alternatively, it may be possible for the Providers to obtain regulatory approval to remove the
top two (2) feet of soil beneath the buildings and hardscape only in areas where the Navy's
previous soil removal in landscaped areas occurred in accordance with the Soils Cleanup ROD.
It is anticipated, however, that this approach will require some degree of confirmation sampling
and analysis.
2.5 Communication to Agencies. The Providers, or if applicable, the
Partnership /LLC, shall maintain in their files complete copies of all final applications made to,
and formal communications with, any local, state, or federal agency regarding the approval or
implementation of any future development proposals, approvals or permits (including any related
environmental documentation) relating to the Designated Property. Promptly following the
LRA's request, the Providers shall provide complete copies of such applications and/or formal
communications to the LRA. The Providers shall meet with the LRA on a regular basis. In
addition, each year the Providers shall provide a written annual report to the LRA regarding the
development and operation of the Project and implementation of the Programs in compliance
with this Agreement.
2.6 Selection of Alternate Property. The Providers retain the option at any
time after the recordation of the LRA Deed to relocate or otherwise provide for the relocation of
the Designated Property pursuant to the provisions of this subsection.
2.6.1 The Providers may voluntarily enter into an agreement with a
Third Party Transferee providing for the relocation of all or part of the Project, at no cost or at
limited cost to the Providers, to an alternative location(s) selected by the Providers within the
City of Alameda; provided that such relocation shall be at no cost to the LRA and the Providers
shall be responsible for securing any and all approvals for the development and operation of the
Project on such site(s). The alternative parcel(s) of land may be smaller than nine (9) acres if
ninety (90) units of permanent supportive multifamily rental housing for homeless individuals
and families and community space or the commensurate number of units and facilities, if
applicable, to be relocated can be accommodated on such land. For example, if the Providers
agree to relocate fifty (50) of the ninety (90) units, then the Providers shall retain a portion of the
Designated Property sufficient to develop and operate forty (40) units of permanent supportive
multifamily rental housing for homeless individuals and families and community space on such
portion, and the alternative site(s) must be of sufficient size to allow the Providers to develop and
JAD\99999 \758929.16
9
operate fifty (50) units of permanent supportive multifamily rental housing for homeless
individuals and families and community space.
2.6.2 Any alternative parcel(s) of land so selected pursuant to this
subsection and transferred to the Housing Authority pursuant to Section 1.2 above, together with
any portion of the Designated Property retained by the Housing Authority, shall thereafter be
deemed to be, and referred to, collectively as the Designated Property for all purposes of this
Agreement.
ARTICLE 3
CONTINGENCIES.
3.1 Contingencies. The obligations set forth in Article 1 and Article 2 of this
Agreement are contingent upon the following events occurring (collectively, the
"Contingencies "):
3.1.1 Approval of this Agreement by HUD;
3.1.2 Approval of the Reuse Plan Amendment by HUD and the Navy;
3.1.3 The disposal of the Designated Property by the United States in a
manner consistent with the Reuse Plan; and
3.1.4 The execution and recordation of the Navy Deed and the LRA
Deed by parties thereto, respectively.
3.2 Failure of Contingencies. In the event that any of the Contingencies
described in Section 3.1 fails to occur and is not waived, the Providers may consult with HUD
for the purposes of indicating the Providers' continued interest in developing and operating the
Project and Programs.
ARTICLE 4
BACKBONE AND IN -TRACT INFRASTRUCTURE.
4.1 The Parties acknowledge that there is existing backbone infrastructure
serving the North Housing Parcel (including the Designated Property), which includes an
existing Navy -owned and operated sanitary sewer lift station, and that such backbone
infrastructure may need to be upgraded and/or new infrastructure may be required in connection
with the redevelopment of the North Housing Parcel. The Parties further acknowledge that the
LRA and the Providers shall not be obligated to upgrade, construct or maintain backbone
infrastructure, including but not limited to streets, sewer facilities, and utilities, serving the
Designated Property. Contingent on the disposal of all of the North Housing Parcel by the DoD,
the Parties anticipate that Housing Policy 2 -25 provided in the Reuse Plan Amendment will be
implemented, which requires, among other things, a Third Party Transferee to be responsible for
development of backbone infrastructure serving the Designated Property in connection with
redevelopment by the Third Party Transferee of the portion of the North Housing Parcel acquired
JAD\99999 \758929.16
10
by such Third Party Transferee. The Providers shall be responsible for construction of in -tract
infrastructure for the Designated Property as part of the development of the Designated Property.
For purposes herein the term "in -tract infrastructure" means utility and roadway infrastructure
necessary to serve the improvements (existing and/or constructed) on the Designated Property
and to connect to utilities and roadways constructed as backbone infrastructure and/or existing
utilities and roadways.
ARTICLE 5
TERM.
5.1 The term ( "Term ") of this Agreement shall commence on the Effective
Date and shall terminate on (fifty -five (55) years from the Effective
Date), unless earlier terminated (i) pursuant to Section 1.2.2 above, or (ii) in written instrument
executed by all of the Parties.
ARTICLE 6
ENTIRE AGREEMENT, AMENDMENT, WAIVER.
6.1 This Agreement contains the entire agreement and understanding of the
Parties with respect to all rights and responsibilities associated with the Designated Property, and
may not be amended, modified or discharged nor may any of its terms be waived except by an
instrument in writing signed by the Party(ies) to be bound thereby. The Parties hereto shall not
be bound by any terms, conditions, statements, warranties or representations, oral or written, not
contained herein. This Agreement supersedes and replaces any prior agreement by the Parties.
ARTICLE 7
NOTICES.
7.1 Any notice, request, demand, instruction or other document to be given or
served hereunder or under any document or instrument executed pursuant hereto shall be in
writing and shall be delivered personally (including by messenger) or by facsimile or sent by
United States registered or certified mail, return receipt requested, postage prepaid or by courier,
postage prepaid and addressed to the Parties at their respective addresses set forth below, and the
same shall be effective upon receipt if delivered personally or by messenger or two (2) business
days after deposit in the mail if mailed. A Party may change its address for receipt of notices by
service or a notice of such change in accordance herewith.
If to LRA:
JAD \99999 \758929.16
Alameda Reuse and Redevelopment Authority
950 West Mall Square
Alameda, CA 94501 -5012
Attention: Development Services Director
Telephone: (510) 749 -5950
Facsimile: (510) 749 -5808
11
with copy to:
If to Providers:
City of Alameda
2263 Santa Clara Avenue, Room 280
Alameda, CA 94501
Attention: City Attorney
Telephone: (510) 747 -4750
Facsimile: (510) 747 -4767
To Housing
Authority: Housing Authority of the City of Alameda
701 Atlantic Avenue
Alameda, `CA 94501 -2161
Attention: Executive Director
Telephone: (510) 747 -4325
Facsimile: (510) 522 -7848
with copy to:
And to APC:
City of Alameda
2263 Santa Clara Avenue, Room 280
Alameda, CA 94501
Attention: Housing Authority General Counsel
Telephone: (510) 747 -4750
Facsimile: (510) 747 -4767
Alameda Point Collaborative, Inc.
677 West Ranger Avenue
Alameda, CA 94501
Attention: Executive Director
Telephone: (510) 898 -7849
Facsimile: (510) 898 -7858
And to BFWC: Building Futures with Women and Children
1395 Bancroft Avenue
San Leandro, CA 94577
Attention: Executive Director
Telephone: (510) 357 -0205
Facsimile: (510) 357 -0688
ARTICLE 8
MISCELLANEOUS
8.1 Survival and Benefit. All representations, warranties, agreements,
obligations and indemnities of the Parties shall, notwithstanding any investigation made by any
Party hereto, survive closing and the same shall inure to the benefit of and be binding upon
respective successors and assigns of the Parties.
JAD\99999 \758929.7 6
12
8.2 Assignment. Without written consent of the LRA not to be unreasonably
withheld, this Agreement is not assignable by the Providers, either in whole or in part. This
Agreement shall inure to the benefit of and be binding upon the successors and approved assigns
of the Parties.
8.3 Applicable Law. This Agreement shall be governed by and construed in
accordance with Federal law and the laws of the State of California, as applicable.
8.4 Severability. If any term or provision of this Agreement or the
application thereof to a person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each such term and provision of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.
8.5 Entire Understanding of the Parties with Respect to Reuse Plan. This
Agreement constitutes the entire understanding and agreement of the Parties with respect to
implementation of those portions of the Reuse Plan, as amended by the Reuse Plan Amendment,
related to homeless needs and facilities pursuant to the Redevelopment Act and the Base Closure
Act.
8.6 Title of Parts and Sections. Any titles of the sections or subsections of
this Agreement are inserted for convenience of reference only and shall be disregarded in
interpreting any part of this Agreement's provisions.
8.7 Time is of the essence. In performance of this Agreement, time is of the
essence.
8.8 Multiple Originals; Counterparts. This Agreement may be executed in
multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
ARTICLE 9
EXHIBIT LIST.
9.1 The following exhibits are attached hereto and made a part of this
Agreement:
Exhibit A
Exhibit 13
Exhibit C
J AD\999991758929.16
Designated Property
Description of Use and Programs
Annual Services Budget
[Remainder of page intentionally blank; signature pages follow.]
13
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set forth above.
LRA:
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY,
a joint powers authority formed under California law
By: Approved as to form:
Name: By:
Title: Name:
Title:
HOUSING AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF ALAMEDA,
a public body, corporate and politic
By: Approved as to form:
Name: By:
Title: Name:
Title:
APC:
ALAMEDA POINT COLLABORATIVE, INC.,
a California nonprofit public benefit corporation
By:
Name:
Title:
JAD \99999 \758929.16
[Additional signature page follows.]
14
BFWC:
CORNERSTONE COMMUNITY DEVELOPMENT CORPORATION,
a California nonprofit public benefit corporation,
dba BUILDING FUTURES WITH WOMEN AND CHILDREN,
By:
Name:
Title:
JAD\99999\758929.16
15
EXHIBIT A
Depiction of Designated Property
[Attached]
JAD\999991758929.16
2/12/09 (rev)
z
2/12/09 (rev)
EXHIBIT B
Description of Use and Programs
The defined terms used in this Exhibit B shall have the meanings ascribed to them in
the Agreement to which this is attached, unless defined herein.
The Housing Authority, in collaboration with APC and BFWC, propose to create and
operate a new development of approximately ninety (90) permanent, supportive,
multifamily rental housing for individuals and families in the City of Alameda who are
homeless, together with related community space. The new development is intended to
create stable, permanent options for those leaving Afameda's homeless programs,
including shelter and transitional housing facilities. One or more housing units may be
made available for a resident manager(s).
The Housing Authority will be the fee owner of the land and will be responsible for
developing and managing the Project. Building on existing programs and
infrastructures, APC and BFWC will be the lead service providers for the development
and shall be responsible for providing supportive services, to the Project and its
Residents which fill gaps in the existing continuum of care.
BFWC will be the primary provider of case management services. Case managers will
be stationed on-site in the development to provide day-to-day services for all Residents.
APC will expand on its already established community-based services to provide a
variety of services. Together, the services menu will include a full range of services
depending on the needs of the residents—these services could include case
management, counseling, job training and placement; substance abuse counseling and
support groups; domestic violence support groups; youth afternoon and evening
activities and tutoring; computer training; individual, couple and family counseling;
housing information and referral; household donations and emergency food, and other
services necessary to meet the needs of homeless families and individuals in the City of
Alameda.
Associated on-site uses may include a community center with rooms for provision of the
supportive services; offices for APC and BFWC; vehicle parking for Residents, guests,
and the resident manager(s); laundry rooms; outdoor space; and landscaped areas.
JAD\99999\758929.16
EXHIBIT C
Annual Services Budget
[Attached]
JAD\999991758929.16
2-12-09 (rev)
BFWC
Case Management
Overnight Staff
Supervisor
Benefits @ 20%
Client Needs
Subtotal
Admin
Total
ARC
Job Training /Employment
Children/Youth Services
Mental Health /Substance Abuse
Supervisor .5 FTE
Benefits
Program Supplies
Subtotal
Admin
Cost of services /year
Initial Environmental Insurance outlay
Renewal of Environmental insurance
Annual Services Budget
608,300 capitalized over 20 years
350,000
50,000 capitalized over 10 years
Total cost of the Service Fee
158,000
50,000
37,500
243,500
48,700
20,000
312,200
31,220
343,420
42,000
57,000
60,000
25,000
38,800
20,000
240,800
24,080
264,880
$ 9,049,967.96
$ 350,000.00
$ 426,510.14
$9,476,478.10
ATTACHMENT 5
MEMORANDUM OF UNDERSTANDING
(North Housing Parcel — Authority and Providers)
This Memorandum of Understanding (the "Agreement ") is entered into as of this
day of , 2009 ( "Effective Date ") by and among Alameda Point Collaborative, a
California nonprofit public benefit corporation ( "APC "), Cornerstone Community Development
Corporation, a California nonprofit public benefit corporation, dba Building Futures with
Women and Children ("BFWC"), and the Housing Authority of the City of Alameda (the
"Authority ") (collectively, referred to herein as the "Parties" or individually as the "Party" and
APC and BFWC shall be collectively referred to as the "Providers ").
RECITALS
This Agreement is entered into upon the following facts, understandings and intentions of
the Parties:
A. On November 5, 2007, the Navy declared forty -two (42) acres of the former
Alameda Naval Air Station as surplus (the "North Housing Parcel "). The North Housing Parcel
includes buildings and other improvements as follows: (i) family housing built in the late 1960s
consisting of multi- family structures with two hundred eighty -two (282) individual housing units
totaling approximately four hundred forty thousand and ten (440,010) square feet; (ii)
approximately eight (8) acres of outdoor recreational facilities; (iii) paved areas and other surface
areas, including but not limited to roads, sidewalks, and parking lots; and (iv) utility facilities.
B. Pursuant to the McKinney -Vento Homeless Assistance Act of 1987 (42 U.S.C. §
11412) (the "Act ") and the Base Closure Community Redevelopment and Homeless Assistance
Act of 1994 (10 U.S.C. 2687) ( "BRAC "), the North Housing Parcel must be made available to
state and local governments and nonprofit organizations in order to meet the housing and service
needs of the homeless population.
C. Pursuant to BRAC, the Alameda Reuse and Redevelopment Authority
( "ARRA "), as the local redevelopment authority, is responsible for conducting the screening
process for the North Housing Parcel. In accordance with BRAC, the ARRA published a Notice
of Availability of Surplus Property on November 16, 2007 seeking Notices of Interests from
homeless providers.
D. Providers are nonprofit public benefit corporations dedicated to coordinating and
improving housing and supportive services for low- income and homeless individuals and
families in the City.
E. On March 7, 2008, the Authority and the Providers submitted a Notice of Interest
(the "Original NOT ") that proposed the creation of a new development that would consist of
one - hundred and twenty (120) pertuanent affordable housing units with supportive services to
homeless individuals and families (the "Residents ") in the City (the "Proposed Project "). On
October 1, 2008, the ARRA recommended pursuing the Proposed Project with the modification
that it be reduced in size to ninety (90) housing units on approximately nine (9) acres. the
Original NOI, as revised, shall be referred to herein as the ( "NOI ").
.IAD\99999\758912.8
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2/17/09
F. As of the date of this Agreement, the ARRA and Parties are in the process of
negotiating and executing a legally binding agreement ( "LBA "), which will provide for, among
other matters, (i) the transfer by the ARRA to the Authority by quitclaim deed (the "ARRA
Deed ") of a fee simple interest in a portion of the North Housing Parcel shown on the map
attached as Exhibit A to this Agreement (the "Property "), (ii) the Parties to develop ninety (90)
units of supportive housing for homeless persons (the "Project ") on the Property or an
alternative site, and (iii) the funding of a Homeless Services Fund (as defined in the LBA) to
fund homeless services at the Project and in the City of Alameda as more particularly described
in the LBA.
G. In order to provide for the development of the Project in compliance with
Section 26.2 of the City of Alameda Charter, the Property will be conveyed to, and owned by,
the Authority and the Parties anticipate that it may be ground leased to a limited partnership or
limited liability company or other form of ownership if necessary to obtain funding ( "Project
Ownership Entity ") to construct, own the improvements to be constructed on the Property (but
not the land, which would be owned by the Authority), and operate the Project.
H. The Parties agree that, subject to applicable funding limitations, the Parties shall
establish a mechanism for a preference for occupying the Project units with clients from APC
and BFWC programs.
I. The Parties are entering into this Agreement to affirm their commitment to work
together on this endeavor, set forth their respective rights and obligations, and the policies and
procedures for negotiations with the ARRA, pre - development activities, and other efforts in
furtherance of the Project.
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth
below, the Parties agree as follows:
ARTICLE 1.
DESCRIPTION OF THE PROJECT AND BASIC POINTS OF AGREEMENT
Section 1.1 Description of the Project. The Parties agree that the Project shall consist
of approximately ninety (90) units of multifamily rental housing of assorted bedroom sizes for
homeless individuals and families on approximately nine (9) acres, in one or more phases or sub-
projects, and subject to change pursuant to Section 1.3 below. Subject to acquisition of the
Property by the Authority, the Project shall be constructed on the Property, unless the Parties
agree to an alternate location pursuant to Section 1.3 below. The Property shall be owned by the
Authority and the Parties anticipate that it may be ground leased to a Project Ownership Entity to
facilitate funding sources. The Parties agree that any cash flow generated by the Project shall be
utilized for operation of the Project, including adequate funding of operating and replacement
reserves, and if there is any excess and to the extent feasible as reasonably determined by the
Authority, to pay a portion of the cost of Resident services provided by the Providers.
JAD\99999\758912.8
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2/17/09
Section 1.2 Primary Responsibilities. As more specifically described in Article 3
below, the Authority shall be responsible for developing and managing the Project. The
Providers shall be responsible for providing supportive services to the Project and its Residents,
which fill gaps in the existing continuum of care, as described in Exhibit B attached hereto
(collectively, the "Programs "). The Authority and the Providers shall be jointly responsible for
marketing and Resident selection. Subject to the requirements of funding sources and the
governing documents of the Project Ownership Entity, if applicable, all three Parties shall agree
and approve the matters set forth in Exhibit C attached hereto and incorporated herein.
Section 1.3 Alternate Property; Buy Out.
(a) If, after recordation of the ARRA Deed, the Parties agree (i) to reasonably
consider proposals from a master developer to provide an alternate site(s) for the Project, to
change the number of units to be included in the Project, and/or to a "buy out" of all or a portion
of the Project or the Property, and (ii) that the written consent of all three Parties shall be
required for any such arrangement. Any alternative parcel(s) of land so selected pursuant to this
subsection and transferred to the Authority for development of the Project, together with any
portion of the original Property retained by the Authority, shall thereafter be deemed to be, and
referred to, collectively as the Property for all purposes of this Agreement and the LBA.
(b) If, after recordation of the ARRA Deed, the Parties agree to a "buy out" of
all or a portion of the Project or the Property by a master developer, then the proceeds of such
buy out shall first be distributed to the Parties to reimburse each Party's reasonable costs
incurred in connection with the Project and/or Property after the recordation of the ARRA Deed
and any balance shall be divided equally between the Parties. The Parties agree to meet and
confer in good faith to identify such reasonable costs prior to entering into any such buy -out
agreement. This Agreement, together with the LBA (with the written concurrence of the
ARRA), shall be released as to all or any portion of the Project and/or Property that is the subject
of the buy out, and this Agreement, together with the LBA (with the written concurrence of the
ARRA), shall be terminated and be of no further force and effect with respect to all or any such
portion, as applicable, (except for any rights and obligations pursuant to this Agreement and/or
the LBA, as applicable, which survive any such termination).
Section 1.4 Homeless Services Fund. The Parties agree to provide in the LBA for the
establishment of the Homeless Services Fund from a payment to be made by one or more master
developers of the North Housing Parcel. The Parties agree that the Homeless Services Fund
shall be utilized in accordance with the LBA. The Parties agree that the ARRA shall administer
and disburse the Homeless Services Fund, as more specifically provided in the LBA.
Section 1.5 Project Agreements. The Parties anticipate that one or more of the Parties
will enter into additional agreements in furtherance of the Project (collectively the "Project
Agreements "), including, without limitation, agreements with financial consultants,
organizational documents for the Project Ownership Entity, potentially a ground lease between
the Authority and the Project Ownership Entity, services agreements setting forth the details of
arrangements for the Providers to provide services to the Project, and, if necessary, a property
management agreement providing for the Authority and/or a Property Manager (as defined
JAD\99999i758912.8
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below) to manage the Project during operations. The Parties agree to cooperate and to use best
efforts to make such Project Agreements consistent with the provisions of this Agreement.
ARTICLE 2.
ORGANIZATION AND OWNERSHIP
Section 2.1 Ownership of Property The Property shall be owned by the Housing
Authority and the Parties anticipate that it may be ground leased to the Project Ownership Entity,
which the Parties anticipate would construct and own the improvements to be constructed on the
Property (but not the land, which would be owned by the Authority) and operate the Project.
Section 2.2 Formation of Limited Partnership or Limited Liability Company.
(a) If a Project Ownership Entity is to be formed for the purposes described in
Section 2.1 above, the Parties shall negotiate in good faith regarding such formation. All Parties
shall approve the identity of all partners and/or members of the Project Ownership Entity, and all
Parties shall have the right (but not the obligation) to participate in the Project Ownership Entity
as a special limited partner with certain approval rights or as a non - managing member with
certain approval rights depending on the form of the Project Ownership Entity.
(b) Regardless of whether any of the Parties participate in the Project
Ownership Entity as a special limited partner or non - managing member, the Parties shall use best
efforts to negotiate organizational documents of the Project Ownership Entity to include that:
(i) the matters set forth in Exhibit C attached to this Agreement shall be approved by all three
Parties to this Agreement in writing; and (ii) the development and operation of the Project shall
be consistent with provisions of this Agreement, including without limitation the rights and
obligations of the Parties set forth in this Agreement, as this Agreement may be amended from
time to time in writing by all Parties.
(c) If a Project Ownership Entity is not formed pursuant to this Section 2.2,
this Agreement, together with the LBA, and Project Documents, as applicable, as such
agreements may be amended from time to time and supplemented by additional agreements,
shall govern the rights and obligations of the Parties in connection with the Property and Project.
ARTICLE 3.
DEVELOPMENT AND OPERATION OF THE PROJECT
Section 3.1 Development.
(a) The Authority shall have the obligation to develop the Project. The
Authority may solicit and identify a nonprofit public benefit corporation to serve as the
developer of the Project (a "Developer ") in connection with the application for Project financing
and an allocation of low income housing tax credits for the Project. All Parties shall approve the
selection of the Developer.
JAD\99999\758912.8
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(b) The Authority shall develop and implement a development plan, schedule,
and budget for the Project, subject to review and input by the Providers. Following such review
and input, the Authority shall be responsible for the following activities:
(1) negotiating and securing predevelopment, construction and
permanent financing for the development of the Project;
(2) arranging for the commitment of operating funds and subsidies;
(3) securing the consultants who will assist in the development of the
Project, which includes, but is not Limited to, the architect, general contractor and financial
advisor;
(4) overseeing, monitoring and directing the Developer, architect,
engineer, and other professionals through the development process of the Project;
the Project; and
(5) applying for and securing the necessary entitlement approvals for
(6) managing/construction oversight of the development of the Project.
(c) The Providers shall have direct input in connection with the selection of
the architect selected for the design of the Project.
(d) The Authority and Providers shall work cooperatively with the project
architect to develop the architectural program for the Project in a timely and expeditious manner.
(e) The Providers shall participate in key meetings with the project architect,
such as the initial presentation, development of the architectural program, and final design
development.
(f) The Parties shall cooperate to approve the final design plans for the
Project, which approval shall not be unreasonably conditioned, withheld or delayed.
(g) The Authority shall provide Providers with quarterly reports after
conveyance of the Property to the Authority. After predevelopment activities commence, the
Authority shall provide regular progress updates informing the Providers regarding the
development status of the Project. In addition_. the Authority shall provide progress updates to
the Providers per Providers' request to facilitate needs such as information necessary for grant
proposals.
Section 3.2 Management of Services Program.
(a) The Providers shall provide the Programs. In accordance with the LBA,
the Programs, including any future changes in the scope of services of the Programs, shall
constitute services and activities under a Continuum of Care System (as defined in
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32 C.F.R. § 176.5) and shall comply with the implementation, intent and requirements of the
Reuse Plan (as defined in the LBA). The Providers shall enter into a separate Memorandum of
Understanding to set forth the respective obligations of the Providers in connection with the
Programs ( "Providers MOU "). Providers may enter into subcontracts with other services
providers to implement the Programs, as needed.
(b) The Parties shall be jointly responsible for the following activities:
(1) marketing and outreach to obtain applicants to reside in the Project
units;
(2) maintaining and managing waiting lists for Project units, subject to
coordination and compliance with Section 8 or other funding requirements; and
(3)
overseeing and coordinating Residents' move -in and occupancy.
(c) The Providers shall be responsible for providing and coordinating all
aspects of the Program, including, but not limited to:
(1) developing services plans, as necessary to apply for financing and
tax credits for the Project;
(2) coordinating service provision with the Property Manager as
needed;
(3) determining an appropriate level of supportive services for the
Residents; and
(4) providing and coordinating case management services, job training
and placement, counseling, support groups, trainings, events, activities, informational resources,
referrals, and other relevant services.
(d) Providers' obligations to provide services and to implement the Programs
pursuant to this Section 3.2, are contingent on receipt of sufficient funding to provide such
services, as reasonably determined by the Providers.
Section 3.3 Property Management.
(a) The Authority shall manage the Project. The Authority may solicit and
identify a qualified property management company to provide property management services for
the Project (the "Property Manager "). The Parties shall agree upon the selection of the
Property Manager, which shall also be acceptable to project lenders and investors. The
Authority shall oversee and direct the Property Manager. Procedures for day -to -day
coordination among the Providers and the Property Manager on routine property management
issues shall be developed with the Authority.
JAD'.99999 \758912.8
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(b) The Authority is responsible for all property management functions with
respect to the Project, including without limitation certification and recertification of household
size and income, collection of rents and deposits, maintenance, landscaping, routine and
extraordinary repairs, and replacement of capital items.
(c) The Providers and the Authority shall meet and confer in good faith to
agree on the following matters related to Resident selection and occupancy:
the activities described in Section 3.2(b)(1) above;
screening applicants for program eligibility;
the activities described in Section 3.2(b)(2) above;
(4) developing and implementing application procedures and policies
for screening for program and income eligibility and selecting applicants for residency;
(5)
(6)
(7)
(8)
facilitating Resident screening and applications;
the activities described in Section 3.2(b)(3) above;
establishing Resident occupancy policies;
establishing Resident retention and eviction policy; and
(9) establishing policies regarding the Authority's and the Property
Manager's responsiveness to Residents.
(d) At least six (6) months prior to the anticipated commencement of
construction of the Project, the Authority shall schedule a planning meeting with the Providers to
develop a proposed management plan. At least six (6) months prior to the commencement of
operation of the Project, the Parties shall jointly prepare and mutually agree on a proposed
management plan (the "Management Plan ") to be implemented upon commencement of
operations of the Project.
(e) The Parties shall meet on a regular basis to coordinate the activities
described in this Section 3.3.
Section 3.4 Management Plan Review.
(a) If the Providers determine, in their reasonable judgment, that the Project is
not being operated and managed in accordance with the Management Plan, the Providers shall
deliver a written request to the Authority outlining its concerns. Within fifteen (15) calendar
days of receipt by the Authority of such written notice, the Parties shall meet in good faith to
discuss the Provider's concerns. The Authority shall have a reasonable time (not to exceed sixty
(60) days) to address the concerns. If, after such period, the Provider believes that the Project is
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not being managed in accordance with the Management Plan, the Providers may request
replacement of the Property Manager or on -site Resident manager. The Authority shall consider
such request in good faith and shall evaluate the Property Manager or on -site Resident manager,
as applicable, in accordance with the Authority's procedures. If the Authority determines that
replacement of the Property Manager or on -site Resident manager, as applicable, is necessary,
the Authority shall dismiss the then Property Manager or on -site Resident manager, as
applicable, and shall engage a replacement Property Manager or on -site Resident manager, as
applicable.
(b) Any contract for a Property Manager or on -site Resident manager entered
into by the Authority shall provide that the contract can be terminated as set forth above.
Section 3.5 Rent. The Authority shall be responsible for calculating rents for the
Project units and collecting rents from the Residents.
Section 3.6 Preferences in Tenant Selection.
(a) To the maximum extent permitted by applicable law, preferences in the
selection of Residents for the Project shall be provided to clients of the Providers, including
persons residing at properties of the Providers to the extent consistent with legal requirements of
Project funding programs, provided that clients of the Providers who live and work in the City of
Alameda shall have priority (subject to funding source requirements). If the Project utilizes
Project -based Section 8 vouchers, the Parties shall use best efforts to establish a site -based
waiting list for the Project.
(b) At least six (6) months prior to completion of construction of the Project,
the Parties shall establish a referral system to facilitate admission of the clients of the Providers
as Residents of the Project.
Section 3.7 Maintenance. The Authority shall be responsible for maintenance and
repair of the Property and Project, which will be done in accordance with established Authority
policy.
Section 3.8 Insurance; Indemnification.
(a) On or before the commencement of operations of the Programs, the
Providers shall each furnish the Authority with certificates showing the type, amount, class of
operations covered, effective dates and dates of expiration of insurance coverage in compliance
with this Section 3.8. Such certificates 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 Housing Authority of the City of Alameda by certified mail." The
Providers shall maintain in force at all times during the performance of the Programs and
provision of services of the Project all appropriate coverage of insurance acceptable to the
Authority's Risk Manager and licensed to do insurance business in the State of California. An
JAD1999991758912.8
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endorsement naming the parties required pursuant to Section 3.8(d) below as additional insureds
shall be submitted with the insurance certificates.
(1) Each of the Providers shall maintain the following insurance
coverage:
by the State of California.
following minimum limits:
(A) Workers' Compensation: Statutory coverage as required
(B) Liability: Commercial general liability coverage in the
1. Bodily Injury:
a. $1,000,000 each occurrence
b. $2,000,000 aggregate — all other
2. Property Damage:
a. $1,000,000 each occurrence
b. $2,000,000 aggregate
3. 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.
(C) Automotive: Comprehensive automobile liability coverage
in the following minimum limits:
1. Bodily Injury:
a. $1,000,000 per accident
b. $2,000,000 aggregate
2. Property Damage: $1,000,000 per accident
(D) Professional Liability: Professional liability insurance
which includes coverage for the professional acts, errors and omissions of the Providers in the
amount of at least $1,000,000.
(2) The Providers agree that in the event of loss due to any of the
perils for which it has agreed to provide comprehensive general and automotive liability
insurance, that Providers shall look solely to their insurance for recovery. The Providers hereby
grant to the Authority, on behalf of any insurer providing comprehensive general and automotive
liability insurance to either the Providers or the Authority with respect to the services of the
JAD\99999 \758912.8
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Providers herein, a waiver of any right to subrogation which any such insurer of said Provider(s)
may acquire against the Authority by virtue of the payment of any loss under such insurance.
(3) If the Providers should fail to secure or maintain the foregoing
insurance, the Authority shall be permitted to obtain such insurance in the Provider's name(s) or
as an agent of the Providers and shall be compensated by the Providers 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.
(b) The Authority, its Board of Commissioners, Housing Commission,
officers, employees and volunteers shall be named as additional insureds under all insurance
required to be carried by the Providers pursuant to this Agreement. Any Project insurance
carried by the Authority shall name the Providers, their boards, officers, employees and
volunteers as additional insureds thereunder. The naming of an additional insured shall not
affect any recovery to which such additional insured would be entitled under such 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 such policy(ies) or
any extension(s) 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 such
policy(ies).
(c) The insurance limits required by the Authority are not represented as
being sufficient to protect the Providers. The Providers are advised to consult the Providers'
insurance broker(s) to determine adequate coverage for the Providers.
(d) All insurance required by to be carried by the Providers pursuant to this
Section 3.8 shall be evaluated for adequacy by the Authority's Risk Manager prior to
commencement of operations of the Programs and not less frequently than every five (5) years
thereafter. The Authority's Risk Manager shall have the right to request additional insurance
provisions, such as those shown on Exhibit D attached hereto, which as of the date of this
Agreement, are the current standard insurance requirements for community and social service
providers offering counseling.
(e) Commencing as of completion of construction and commencement of
management and operations of the Project, as evidenced by the first Resident residing in the
Project:
(1) The Providers shall defend, indemnify, and hold harmless the
Authority, its officers, officials, employees, and volunteers (collectively, the "Authority
Indemnitee(s)") from and against all claims, damages, losses and expenses (including
reasonable attorneys' fees) arising from any claim or actions against an Authority Indemnitee(s)
for damages sustained by any third person(s), and/or on account of damaged property of any
third person, including the loss of use thereof, in any way related to or arising out of the
management and operation of the Programs by or through the Providers as described herein,
caused in whole or in part by any negligent act or omission of a Provider(s), its contractor(s),
anyone directly or indirectly employed by any of them, or anyone for whose acts any of them
JAD\99 99917 5 89 1 2.8
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may be liable, except where caused by the active negligence, sole negligence, or willful
misconduct of the Authority.
(2) The Authority shall defend, indemnify, and hold harmless the
Providers, their officers, employees, and volunteers (collectively, the "Provider Indemnitee(s) ")
from and against all claims, damages, losses and expenses (including reasonable attorneys' fees)
arising from any claim or actions against a Provider Indemnitee(s) for damages sustained by any
third person(s), and/or on account of damaged property of any third person, including the loss of
use thereof, in any way related to or arising out of the management of the Project by or through
the Authority as described herein, caused in whole or in part by any negligent act or omission of
the Authority, its contractor(s), anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, except where caused by the active negligence, sole
negligence, or willful misconduct of the Provider(s).
ARTICLE 4.
FINANCIALS
Section 4.1 Accounting.
(a) The Authority shall function as the fiscal agent for Project and shall be
responsible for the books and accounts in connection with the Project, excluding the Homeless
Services Fund (the "Project Books "). The Providers shall have reasonable access to the Project
Books. The Project Books shall be kept on the accrual accounting method. The fiscal
accounting period shall be the fiscal year commencing on July 1 and ending on June 30.
(b) During the predevelopment period, the Authority shall provide the
Providers with a quarterly accounting summary of the expenses to date of the Project and, if
applicable, the Project Ownership Entity and the Providers shall provide the Authority with a
monthly accounting summary of costs and expenses attributable to the Program.
(c) During the operating period, the Authority shall provide the Providers
with a quarterly operating report of the Project, and the Providers shall provide the Authority
with a quarterly accounting summary of costs and expenses attributable to the Program, together
with an annual report of results achieved by the Providers with such funds.
Section 4.2 Funding Applications; Supplemental Funding.
(a) The Authority shall prepare and submit funding applications for
predevelopment activities, construction, bridge and permanent financing, and the Providers shall
prepare and submit funding applications for implementing the Programs, to various funding
sources, including but not limited to United States Department of Housing and Urban
Development ( "HUD "), state and local governments, and private funding sources.
(1) The Parties shall cooperate and meet and confer in good faith to
(A) identify potential funding sources, (B) identify any such funding sources that may materially
JAD99999 \758912.8
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impact the proposed Project, Programs and/or Residents, and (C) agree on the funding sources to
be sought for the Project and Programs.
(2) The Parties shall cooperate with each other in the preparation and
submission of all applications for the funding sources agreed upon pursuant to Section 4.2(a)(1)
• above.
(b) The Parties acknowledge and agree that, to the extent that activities funded
by the Homeless Services Fund can be supplemented by funding from other sources, and such.
funding has been obtained, the Parties shall meet and confer with the ARRA to request that the
Homeless Services Fund distribution be adjusted pursuant to the LBA to maximize the amount
available for the Programs and Project and/or lengthen the period of distribution. Therefore, the
Parties agree to use best efforts to secure additional funding to supplement the activities funded
by the Homeless Services Fund.
Section 4.3 Homeless Services Fund. The Homeless Services Fund shall be
established and administered in accordance with the LBA. If the Homeless Services Fund is
funded in an amount less than approximately Nine Million Five Hundred Thousand Dollars
($9,500,000), the Parties shall meet and confer in good faith to reasonably determine adjustments
in the uses of such fund and shall request the ARRA to implement any mutually agreed upon
adjustment(s).
Section 4.4 Program Costs and Expenses. Providers shall prepare an annual budget
for the costs and expense of the Program (the "Program Budget "). The Program Budget shall
include, but not be limited to the following: (i) the costs of staffing (including FTE, salary and
benefits for each staff person) all aspects of the Program; (ii) the costs of support services; (iii)
office costs; and (iv) organizational overhead attributable to the delivery of services at the
Project.
Section 4.5 Developer Fee. The Parties shall use best efforts to secure a share of a
developer fee, if applicable. If a developer fee is available as compensation for work in
developing the Project incurred by the Parties, it is the intention of the Parties that the amount
shall be divided equitably among the Parties, subject to the approval of the California Tax Credit
Allocation Committee and of lenders providing financing for the Project, as applicable.
Section 4.6 Distribution of Excess Cash Flow. Subject to applicable funding
conditions, the Authority shall determine and approve the distribution of excess cash flow from
the Project, if any.
ARTICLE 5.
DEFAULT AND REMEDIRS
Section 5.1 Event of Default. The occurrence of any of the following events shall
constitute an "Event of Default" under this Agreement, subject to the notice and cure provisions
of Section 6.2 below:
)AD199999V58912.8
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(a) Failure to comply with the conditions and requirements of this Agreement;
(b) Failure to perform obligations under this Agreement; and/or
(c) Failure to pay when due any sums payable under this Agreement.
Section 5.2 Notice of Default and Opportunity to Cure. A non - defaulting Party shall
give written notice to a defaulting Party(ies) of any Event of Default by specifying: (i) the nature
of the Event of Default or the deficiency giving rise to the default, (ii) the action required to cure
the deficiency, if an action to cure is possible, and (iii) a date, which shall not be less than thirty
(30) calendar days from the date of receipt of the notice or the date the notice was refused, by
which such action to cure must be taken or if a cure cannot be accomplished in thirty (30) days a
reasonable time thereafter.
Section 5.3 Remedies. Upon an Event of Default which is not cured within the cure
period set forth in Section 5.2 above, a non - defaulting Party is entitled to any and all available
remedies at law or in equity.
ARTICLE 6.
GENERAL PROVISIONS
Section 6.1 Good Faith Negotiations and Cooperation.
(a) The Parties shall jointly negotiate with ARRA the terms and conditions of
the LBA regarding the conveyance of the Property to the Authority, including, but not limited to,
the following: (i) identification of the size and location of the Property; (ii) the number of units
in the Project; (iii) the timing of executing the LBA, (iv) the creation of the Homeless Services
Fund; and (v) additional services and facilities not described in the Parties' NOI that serve the
City of Alarneda's homeless population.
(b) The Parties shall diligently and in good faith negotiate all documents
required for the formation of the Project Ownership Entity, if applicable; all conveyance
documents; all financing documents; and any and all other documents reasonably necessary for
facilitating the development and operation of the Project. Upon completion of construction of
the Project, the Parties shall diligently and in good faith cooperate in the management and
operations of the Project.
Section 6.2 Approvals. Any approval required by any Party pursuant to the terms of
this Agreement shall not be unreasonably conditioned, withheld or delayed. If the Parties
disagree, the Parties shall promptly meet and confer in good faith to resolve the matter.
Section 6.3 Further Assurances. The Parties agree to execute and acknowledge such
other or further documents, including Project Documents, as may be necessary or reasonably
required to express the intent of the Parties or otherwise effectuate the terms of this Agreement.
Each Party shall promptly provide to the other Parties accurate, true, correct and complete
certificates, documents, or schedules as may be necessary and reasonably required.
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Section 6.4 Alternative Dispute Resolution Procedures. The following procedures are
subject to Section 2.2 and the requirements of any project lenders and/or investors, as applicable.
(a) If, after meeting and conferring in good faith pursuant to this Agreement,
any dispute arises between the Parties under this Agreement, a Party may submit a written
request to the other Party(ies) to have the dispute resolved in accordance with the provisions of
this Section 6.4 (the "Resolution Notice ").
(b) No later than twenty (20) business days following the receipt of the
Resolution Notice by a Party(ies), one or more representatives of the applicable Parties shall
meet and negotiate in good faith to resolve the dispute within thirty (30) days of the date of
receipt of the Resolution Notice or, if the dispute cannot be resolved within thirty (30) days of
the receipt date of the Resolution Notice, then the resolution of such dispute shall commence
within such thirty (30) -day period, and the Parties shall make good faith efforts to resolve the
dispute within such thirty (30) -day period, or, if appropriate, sixty (60) days, (or such longer
period as the applicable Parties may agree in writing). If a Party(ies) refuses or fails to meet for
any reason or if the dispute cannot be resolved as a result of the meeting(s), the Parties shall in
good faith attempt to resolve the dispute in accordance with the procedures described in Section
6.4(c) below.
(c) If the dispute cannot be resolved pursuant to Section 6.4(b) above within
thirty (30) days of receipt of the Resolution Notice, or, if appropriate, sixty (60) days, (or such
longer period as the applicable Parties may agree in writing), the dispute shall be submitted to
mediation pursuant to the mediation procedures adopted by the American Arbitration
Association or any successor thereto or to any other entity offering mediation services that is
acceptable to the Parties, which acceptance the Parties shall not unreasonably withhold,
condition or delay. Any Party may initiate such mediation procedures. No person shall serve as
a mediator in any dispute in which the person has any financial or personal interest in the result
of the mediation, except by written consent of all applicable Parties. The Parties shall require
that prior to accepting any appointment, the prospective mediator shall disclose any
circumstances likely to create a presumption of bias or prevent a prompt commencement of the
mediation process.
(d) If mediation under Section 6.4(c) above fails to resolve the dispute,
nothing in this Agreement shall prevent the Parties from mutually agreeing to arbitration of the
dispute.
(e) The Parties to a mediation and, if applicable, arbitration, shall share
equally the costs of the mediator and, if applicable, the arbitrator, but shall be separately
responsible for any attorney's fees it may incur in connection with such mediation and, if
applicable, arbitration.
Section 6.5 Assignment/Delegation. Except as provided in this Agreement, the Parties
shall not assign, delegate or transfer any interest in or duty under this Agreement without the
prior written consent of the other Parties, and no assignment, delegation or transfer shall be of
JAA\99999 \758912.8
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any force or effect unless and until the other Parties have approved such assignment, delegation,
or transfer in writing. This Agreement shall inure to the benefit of and be binding upon the
successors and approved assigns of the Parties.
Section 6.6 Term. Parties agree that the term of this Agreement shall commence on
the Effective Date of this Agreement and shall terminate on (fifty -five
(55) years from the Effective Date), unless extended or earlier terminated by written instrument
executed by all of the Parties. It is the Parties intent that this Agreement shall be coterminous
with the LBA.
Section 6.7 Construction and Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California. When required by the
context of this Agreement, the singular shall include the plural, and the neuter shall include the
masculine and feminine.
Section 6.8 Limitation on Liability. No member, official or employee of the Authority
shall be personally liable to the Providers in the event of any default or breach by the Authority,
or for any amount which may become due to a Provider(s), or on any obligations under the terms
of this Agreement. No member, official or employee of the Providers shall be personally liable
to the Authority in the event of any default or breach by a Provider(s), or for any amount which
may become due to the Authority, or on any obligations under the terms of this Agreement.
Section 6.9 Agency. Unless otherwise indicated, nothing in this Agreement shall be
construed to make the Party the agent of the other Parties.
Section 6.10 Other Documents. The Parties understand that this Agreement does not
constitute the final agreement between the Parties with respect to the Project. At various stages
of the Project additional decisions and understanding may be required and may be memorialized
by amendments to this Agreement or other documents, which the Parties shall negotiate in good
faith.
Section 6.11 Non - Discrimination. There shall be no discrimination against or
segregation of any person or group of persons on account of race, color, creed, religion, national
origin or ancestry, political affiliation, sex, sexual orientation, age, disability, marital status or
family status in the lease, sublease, use, or occupancy of any unit in the Project with reference to
the selection, location, number, use or occupancy of Residents, lessees, or vendors of the Project.
Section 6.12 Nondisclosure. Information related to applicants, Residents, and former
Residents of the Project shall be kept confidential in compliance with 24 C.F.R. Part 16, 42
U.S.C. 1437d(s), 42 U.S.C. 1437(d)(5); and 24 C.F.R. Part 5 et al.
Section 6.13 Notices. All notices, requests and demands required under this Agreement
shall be given in writing, and shall be delivered personally (including by messenger) or by
facsimile or sent by United States registered or certified mail, return receipt requested, postage
prepaid or by courier, postage prepaid and addressed to the Parties at their respective addresses
set forth below, and the same shall be effective upon receipt if delivered personally or by
JAD\99999 \758912.8
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messenger or two (2) business days after deposit in the mail if mailed. Any Party may change its
address for notice by sending a notice under the procedures set forth in this paragraph.
To Authority: Housing Authority of the City of Alameda
701 Atlantic Avenue
Alameda, CA 94501 -2161
Attention: Executive Director
Telephone: (510) 747 -4325
Facsimile: (510) 522 -7848
with copy to: City of Alameda
2263 Santa Clara Avenue, Room 280
Alameda, CA 94501
Attention: Housing Authority General Counsel
Telephone: (510) 747 -4750
Facsimile: (510) 747 -4767
To APC:
To BFWC:
Alameda Point Collaborative, Inc.
677 West Ranger Avenue
Alameda, CA 94501
Attention: Executive Director
Telephone: (510) 898 -7849
Facsimile: (510) 898 -7858
Building Futures with Women and Children
1395 Bancroft Avenue
San Leandro, CA 94577
Attention: Executive Director
Telephone: (510) 357 -0205
Facsimile: (510) 357 -0688
Section 6.14 Titles of Parts and Sections. Any titles of the sections or subsections of
this Agreement are inserted for convenience of reference only and shall be disregarded in
interpreting any part of its provisions.
Section 6.15 Amendment. This Agreement may be modified at any time by the Parties.
An amendment to this Agreement shall not be effective unless it is made in writing and signed
by all Parties.
Section 6.16 Counterparts. This Agreement is executed in multiple originals each of
which is deemed to be an original, and may be signed in counterparts.
Section 6.17 Force Majeure. No Party shall be deemed to be in default under this
Agreement where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods;
earthquakes; fires; quarantine restrictions; freight embargoes; court order; or any other similar
causes beyond the control of the Party whose performance is affected thereby. The Party whose
JAD\99499 \758912.8
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performance is so affected shall make all reasonable efforts to remove such disability as soon as
is reasonably possible.
Section 6.18 No Waiver. No waiver of any provision of this Agreement shall be valid
unless contained in writing signed by the Parties. Failure or delay by a Party to enforce any
provision of this Agreement shall not be deemed a waiver of that or any other provision.
Section 6.19 Authority. The person executing this Agreement on his/her organization's
behalf represents and warrants that he /she has the proper authority to execute this Agreement.
Section 6.20 Severability. In the event any provision of this Agreement or its
application to any person or circumstance shall be to any extent held to be invalid or
unenforceable, the remainder of this Agreement, or the application of the term or provision to
persons or circumstances other than those as to which it has been held invalid or unenforceable,
shall not be affected by such holding, and each term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
Section 6.21 Entire Agreement. This Agreement together with the LBA constitute the
entire agreement between the Parties with respect to the matters set forth herein. This
Agreement together with the LBA shall completely and fully supersede all other prior
understandings or agreements, both written and oral, between the Parties relating to the subject
matter discussed in this Agreement.
Section 6.22 Exhibits. Each Exhibit to this Agreement is incorporated herein and made
a part hereof as if set forth in full.
JAD199 9 9917 5 8 9 1 2.8
[Remainder of page intentionally blank; signatures follow.]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first set forth above.
Authority: APC:
Housing Authority of the City of Alameda Alameda Point Collaborative, a California
nonprofit public benefit corporation
By:
Michael T. Pucci, Executive Director By:
JAD1999991758912.8
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Douglas Biggs, Executive Director
BFWC:
Cornerstone Community Development
Corporation, a California nonprofit public
benefit corporation, dba Building Futures
with Women and Children
By:
Liz Varela, Executive Director
EXHIBIT A
MAP SHOWING LOCATION OF PROPERTY
[ATTACHED!
JAI:A99999 t758912.8
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EXHIBIT B
Description of Use and Programs
The defined terms used in this Exhibit B shall have the meanings ascribed to them in
the Agreement to which this is attached, unless defined herein.
The Authority, in collaboration with APC and BFWC, propose to create and operate a
new development of approximately ninety (90) permanent, supportive, multifamily rental
housing for individuals and families in the City of Alameda who are homeless, together
with related community space. The new development is intended to create stable,
permanent options for those leaving Alameda's homeless programs, including shelter
and transitional housing facilities. One or more housing units may be made available
for a resident manager(s).
The Authority will be the fee owner of the land and will be responsible for developing
and managing the Project. Building on existing programs and infrastructures, APC and
BFWC will be the lead service providers for the development and shall be responsible
for providing supportive services, to the Project and its Residents which fill gaps in the
existing continuum of care.
BFWC will be the primary provider of case management services. Case managers will
be stationed on-site in the development to provide day-to-day services for all Residents.
APC will expand on its already established community-based services to provide a
variety of services. Together, the services menu will include a full range of services
depending on the needs of the residents—these services could include case
management, counseling, job training and placement; substance abuse counseling and
support groups; domestic violence support groups; youth afternoon and evening
activities and tutoring; computer training; individual, couple and family counseling;
housing information and referral; household donations and emergency food, and other
services necessary to meet the needs of homeless families and individuals in the City of
Alameda.
Associated on-site uses may include a community center with rooms for provision of the
supportive services; offices for APC and BFWC; vehicle parking for Residents, guests,
and the resident manager(s); laundry rooms; outdoor space; and landscaped areas.
JAD\99999\758912.8
EXHIBIT C
MAJOR DECISIONS REQUIRING WRITTEN CONSENT OF ALL PARTIES
The defined terms used in this Exhibit C shall have the meanings ascribed to them in the
Agreement to which this is attached, unless defined herein.
1. . Final Form of the LBA;
2. Designate location and size of the property to be transferred to the Authority or if
applicable, ground leased to the Project Ownership Entity, including changes in location after
LBA is signed;
3. Change in the project description from the description in the NOI;
4. Final Project Design;
5. Change orders during construction of the Project materially affecting community space
and/or outdoor services space;
6. Subject to applicable law and funding source requirements, Project affordability levels,
income requirements for Residents, and preferences in Resident selection, including any material
changes in affordability levels, income requirements, and preferences;
7. RFP for Developer and selection of Developer;
8. Formation of Project Ownership Entity and addition of entities, as partners, limited
partners, or members, as applicable;
9. Scope of Resident services consistent with LBA; and
10. Any financial buy out related to North Housing homeless accommodation or in
connection with selection of alternate site.
11. The determination of funding sources pursuant to Section 4.2(a)(1) of the Agreement.
1173 \06 \623751.11
JAD\99999 \758912.8
EXHIBIT D
INSURANCE REQUIREMENTS FOR COMMUNITY AND SOCIAL SERVICES
PROVIDERS OFFERING COUNSELING
[ATTACHED]
.MD199999\758912.8
Insurance Requirements for Community and
Social Service Providers Offering Counseling
Service Provider shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of or failure to perform the work hereunder by
the Service Provider, its agents, representatives, employees, or sub - contractors.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence fonn CG 0 01 10 01).
2. Insurance Services Office Additional Insured form (CG 20 37 or CG 20 26).
3. Instuance Services Office form number CA 00 01 06 92 covering Automobile Liability, Code 1 (any auto) [require (fscope
of work Includes driving on Authority propertyJ.
4. Workers' Compensation insurance as required by State law and Employer's Liability Insurance.
5. Professional Errors and Omissions Liability insurance appropriate to Service Provider's pmfession.
MINIMUM LIMITS OF INSURANCE
Service Provider shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for Bodily Injury, Personal Injury, and Property Damage (including
discrimination, fair housing, ADA violations, and sexual molestation). If Commercial General Liability Insurance or other
form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project/location or
the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for Bodily Injury and Property Damage.
3. Workers' Compensation (statutory) and Employer's Liability: $ 1,000,000 per accident for Bodily Injury or Disease.
4. Professional Errors and Omissions Liability: $1,000,000 per occurrence.
NOTE: These limits can be attained by individual policies or by combining primary and umbrella policies.
DEDUCTIBLES AND SELF— INSURED RETENTIONS
Any deductibles or self- insured retentions must be declared to and approved by the Authority. At the option of the Authority,
either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the Authority, its officers,
officials, employees, and volunteers; or the Service Provider shall provide a financial guarantee satisfactory to the Authority
guaranteeing payment ()flosses and related investigations, claim administration, and defense expenses.
OTHER INSURANCE PROVISIONS
The General Liability, Discrimination, and Automobile Liability policies are to contain, or be endorsed to contain, the following
provisions:
I. The Authority, its officers, officials, employees, and volunteers are to be covered as additional insured with respect to
liability on behalf of the Service Provider including materials, parts, or equipment furnished in connection with such work
or operations and with respect to liability arising out of work or operations performed by the Service Provider; or arising out
of automobiles owned, leased, hired, or borrowed by or on behalf of the Service Provider.
2. For any claims related to this contract, the Service Provider's insurance coverage shall be primary insurance as respects the
Authority, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the Authority, its
officers, officials, employees, or volunteers shall be excess of the Service Provider's insurance.
3. Each insurance policy required by these specifications shall be endorsed to state that coverage shall not be cancelled or
materially changed, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been
given to the Authority.
4. Maintenance of the proper insurance for the duration of the contract is a material element of the contract. Material changes
in the required coverage or cancellation of the coverage shall constitute a material breach of the contract by the Service
Provider.
HARRP Contractual Risk Transfer Manual (7/03)
ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A. M. Best's rating of no less than B+:VI. Bidders must provide written
verification of their insurer's rating.
VERIFICATION OF COVERAGE
Service Provider shall fitmish the Authority with original certificates and amendatory endorsements effecting coverage required
by these specifications. The endorsements should conform fully to the requirements. All certificates and endorsements are to be
received' and approved by the Authority in sufficient time before work commences to permit Contractor to remedy any
deficiencies. The Authority reserves the right to require complete, certified copies of all required insurance policies, including
endorsements effecting the coverage required by these specifications at any time.
SUB — CONTRACTORS
Service Provider shall include all sub-contractors u insureds under its policies or shall furnish separate insurance certificates and
endorsements for each sub - contractor in a manner and in such time as to permit the Authority to approve them before sub-
contractors' work begins. All coverages for contractors or suds - contractors shall be subject to all of the requirements stated above.
It is foreseeable that some specialty trades may perform work where different coverages than the above are needed. These
decisions should be made by an insurance broker or the Authority.
NOTE: If a sub-contractor will be hired for work under this contract, that sub - contractor will be required to
name the Authority, its officers, officials, employees, and volunteers as Additional Insureds on its
Insurance policies by endorsement.
Not withstanding this provision, Contractor shall indemnify the Authority for any claims resulting from the performance or non -
performance of the Contractor's sub - contractors and/or their failure to be properly insured.
HARRP Contractual Risk Transfer Manual (7/03)