Ordinance 3185CITY OF ALAMEDA ORDINANCE NO. 3185
New Series
AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND
AMENDMENT TO THE DISPOSITION AND DEVELOPMENT
AGREEMENT AND ALL OTHER NECESSARY DOCUMENTS
BETWEEN THE CITY OF ALAMEDA AND ALAMEDA POINT
PARTNERS, LLC FOR THE SITE A DEVELOPMENT AT ALAMEDA
POINT
WHEREAS, the City of Alameda ("City") and the Alameda Point Partners, LLC,
("Developer") entered into a Disposition and Development Agreement for Alameda Point-
Site A dated as of August 6, 2015 ("DDA"), authorized by City of Alameda Ordinance No.
3127, whereby the City agreed to convey to the Developer Property located at the former
Naval Air Station Alameda under certain terms and conditions and Developer agreed to
develop the Project on the Property all in accordance with a Milestone Schedule
incorporated in the DDA; and
WHEREAS, the DDA was amended on February 8, 2017, authorized by City of
Alameda Ordinance No. 3174, to extend the closing on the Phase 1 property (Phase 1
Property) by four additional months from December 12, 2016 to April 11, 2017 (Phase 1
Closing Date) due to the rising cost and complexity of the project requiring more time to
complete property due diligence items and to finalize financial commitments; and
WHEREAS, although significant efforts were made by APP to finalize these
commitments, APP did not meet the requirements of the DDA necessary to accept
conveyance of the Phase 1 Property by the Phase 1 Closing Date of April 11, 2017; and
WHEREAS, as a result of APP's inability to meet the requirements of the DDA, the
City did not transfer the Phase 1 Transfer Property to APP and APP is in default under
the DDA pursuant to Section 17.4 of the DDA; and
WHEREAS, the City issued a Notice of Default to APP on April 12, 2017, and, in
response to the City's Notice of Default, APP sent a letter to the City outlining an
explanation for the default and a detailed plan for curing their default under the DDA; and
WHEREAS, consistent with the DDA and APP's letter, APP committed to
commencing the cure to their default within the 30-day cure period required in the DDA
and completing the cure within the maximum 120 days allowed under the DDA; and
WHEREAS, the addition of the maximum cure period of 120 days results in a new
Phase 1 Outside Closing Date of August 9, 2017, and in order to cure the default APP
must meet all of the conditions necessary to close on the Phase 1 property by the August
9, 2017 date; and
WHEREAS, if APP does not close on the Phase 1 Transfer Property by August
9, 2017 or make an Extension Payment, the DDA may terminate at the option of the
City; and
WHEREAS, since responding to the notice of default, APP has commenced the
cure within the 30 -day timeframe by submitting proposed changes to the Site A
Development Plan and DDA to the City that enhance the financial underwriting of the Site
A Project and improve the potential that APP will meet the financing requirements in the
DDA and be able to close on the Phase 1 Transfer Property; and
WHEREAS, these changes require that the Planning Board approve an
amendment to the Site A Development Plan (Plan Amendment) and the City Council
approve an amendment to the DDA (DDA Amendment); and
WHEREAS, the Planning Board unanimously approved the Plan Amendment on
May 22, 2017; and
WHEREAS, this evening the City Council is considering approval of the DDA
Amendment, as described in greater detail below and in Exhibit A of this Ordinance; and
WHEREAS, the Developer and the City desire to amend the DDA in accordance
with the terms and conditions of the Second Amendment.
NOW THEREFORE, BE IT ORDAINED by the City Council of the City of Alameda
( "City Council ") that after hearing all qualified and interested persons and receiving and
considering all relevant evidence, finds and determines as follows:
Section 1.
The DDA Amendment , as attached in Exhibit A, approves: (1) deletion in their entirety
and replacement of Exhibit C (Phasing Plan), Exhibit F (Milestone Schedule), Exhibit G
(Infrastructure Package) and Exhibit H (Development Plan) to the Original DDA consistent
with the Plan Amendment approved by the Planning Board; (2) an extension payment to
the City for the period between April 11, 2017 and the new Phase 1 Closing date; (3)
deferral of $4 million of the $5 million of the Sports Complex Payment to Phase 3 closing;
and (4) lender requested clarifications regarding security financing interests and rights of
permitted mortgagees; and is hereby adopted and the City Manager is authorized to sign
it on or after the effective date of this Ordinance.
Section 2.
If any portion, section, subsection, paragraph, subparagraph, sentence, clause, phrase
or application of this Ordinance is held invalid or inapplicable by a final judgment of a
court of competent jurisdiction, such decision shall not affect the validity or applicability of
any other part of this Ordinance.
Section I
This Ordinance shall be in full force and effect from and after the expiration of thirty (30)
days from the date of its final passage.
ayor Mth�City �RfAlaMP
Attest:
Lara. Weisiger, My Clerk
SECOND AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
FOR ALAMEDA POINT — SITE A
This Second Amendment to Disposition and Development Agreement ( "First
Amendment ") is entered into as of , 2017 ( "Effective Date ") by and between the
City of Alameda, a California charier city (the "City "), and Alameda Point Partners, LLC, a
Delaware limited liability company (the "Developer ").
A. The City and the- Developer have entered into that certain Disposition and Development
Agreement for Alameda Point -Site A, dated as of August 6, 2015 (the "Original
DDA "), as amended by.that certain First Amendment to Disposition and Development
Agreement, dated as of February 8, 2017, and effective as of March 9, 2019 (the "First
Amendment"), and clarified by Operating Memoranda dated September .16, 2015,
October 26, 2015 and March 6, 2017 (collectively, the "Operating Memoranda"). The
Original DDA, as so amended and clarified, is referred to herein as the "DDA."
B. Pursuant to Section 13.8 of the Original DDA, Developer's prospective lender has
requested certain clarifications to the DDA with respect to Security Financing Interests
and the Permitted Mortgagee's rights and responsibilities and Additional Secured
Parties' (defined below) rights and obligations with respect to the Public Improvements
Agreement as a condition to providing financing for the development of certain Phase
1 horizontal and vertical improvements.
C. The Developer and the City now desire to amend the DDA in accordance with the terms
and conditions of this Second Amendment to address the Project amendments
referenced in Recital B and the prospective lender's requests referenced in Recital B.
AGREEMENT
WITH REFERENCE TO THE FACTS RECITED ABOVE, the City and the Developer
agree as follows:
1. Definitions. Capitalized terms not defined in Section 5 below or otherwise in this
Amendment shall have the same meaning set forth in the DDA.
2. DDA Amendments Related to the Project Amendments.
2.1 Amendments to Project and Milestone Schedule. Exhibit C (Phasing Plan),
Exhibit F (Milestone Schedule), Exhibit G (Infrastructure Package) and Exhibit H (Development
Plan) to the Original DDA are hereby deleted in their entirety and replaced, respectively, with
Exhibit C, Exhibit F, Exhibit G and Exhibit H, attached hereto.
7/5/2017 1 Exhibit A
2.2 Extension Payment. As consideration for the extension of the Phase 1 Outside
Closing Date until August 9, 2017, Developer shall pay an Extension Payment equal to the product
of $1,350,000 multiplied by a percentage equal to the number of days between April 11, 2017 and
August 9, 2017 divided by 365. Such Extension Payment shall be paid to the City on the earlier
to occur of the Phase 1 Closing Date or August 9, 2017.
If the Phase 1 Closing Date does not occur on or before August 9, 2017 for any reason,
Developer shall have the option to extend the Phase 1 Closing Date by paying the Extension
Payment set forth in Section 13(a)(1) of the Original DDA in the amount of $1,350,000 on or
before August 9, 2017, in which event (i) the Outside Date for the Phase 1 Closing Date shall be
extended to April 11, 2018; (ii) if the Phase 1 Closing Date occurs prior to April 11, 2018,
Developer shall receive a refund of a portion of the $1,350,000 Extension Payment through the
Phase 1 Closing in an amount equal to the product of $1,350,000 multiplied by the number of days
between the actual Phase 1 Closing Date and April 11, 2018 divided by 365 and (iii) Developer
shall provide the City a revised Milestone Schedule for Phase 1 based on the actual Phase 1 Closing
Date and the time periods set forth in the original Milestone Schedule at least ten (10) business
days prior to such Phase 1 Closing Date.
Notwithstanding the provisions of Section 1.3 (a) of the Original DDA to the contrary, from
and after Developer's completion of fifty percent (50 %) of the Phase 1 Backbone Infrastructure:
(a) all but $150,000 of the unrefanded portion of any Extension
Payment pursuant to this Section 2.2 (the "Applicable Funds ") shall be applied to the Ferry
Terminal Payment; and
(b) Developer may submit for monthly reimbursements of costs
incurred toward the design, permitting and construction of the Ferry Terminal.
The Phase 1 Backbone Infrastructure shall be deemed to be fifty percent (50 %) complete
when Developer provides the City with evidence that Developer has incurred third party costs for
labor and materials for the Phase 1 Backbone Infrastructure equal to at least fifty percent (50 %) of
the amount of the engineer's estimate (exclusive of contingency) supporting the Completion
Assurances for the Phase 1 Backbone Infrastructure. Such costs shall be evidenced by copies of
loan draws submitted to Developer's infrastructure lender or other documentation reasonably
acceptable to the City.
Developer's submittals under clause 2.2(b) shall be supported by reasonable
documentation (copies of contracts, invoices and payments). Within ten (10) business days after
the City receipt of a reimbursement submittal, the City shall provide Developer with a detailed,
written notice of any disapproval of any portion of such reimbursement submittal and pay to
Developer any amount that is not subject to such disapproval.
2.3 Sports Complex Payment. Notwithstanding the provisions of Section 10 to the
Third Operating Memoranda to the contrary, the Sports Complex Payment shall be paid as follows:
7/5/2017 2 Exhibit A
(a) $500,000 — previously deposited into Escrow by Developer and to be
released to the City at the Phase 1 Close of Escrow;
(b) $500,000 — to be paid upon the Phase 1 Close of Escrow; and
(c) $4,000,000 — to be paid upon the Phase 3 Close of Escrow.
2.4 Improvements to Existing Building. Building 118 is now scheduled to be
demolished in conjunction with the development of Phase 2. As such, Developer shall not be
required to re -paint Building 118 pursuant to Section 8.16 of the Original DDA.
2.5 Building 117 Tenant Improvements. If Developer Closes Escrow on Phase 2
prior to the outside date for the Closing on Phase 2 of October 1, 2018, Section 10.1(6) of the
Original DDA shall be deleted in its entirety.
2.6 PLL Policy. The City hereby confirms that the PLL Policy previously provided by
Developer satisfies the obligations of Section 16.7 of the Original DDA for all subsequent
transferees of the Property.
3. Lender Requested Clarifications - Security Financing Interests and Rights of
Permitted Mortgagees. The Parties have agreed to the following clarifications to the DDA
pursuant to Section 13.8 of the Original DDA. While the Parties believe that the clarifications are
non - substantive and consistent with the intent of the DDA, many of the clarifications involve
detailed revisions to the existing language. Therefore, in certain instances, the Parties have elected
to restate certain provisions of the DDA in their entirety to avoid the need to cross - reference
multiple provisions in different documents.
3.1 Contingent Profit Participation. Section 2.3(a)(3) of the Original DDA is hereby
modified by adding the following language:
"The City hereby (a) waives any statutory vendor's lien or other lien, right
title or interest in the Property as security for the Deferred Payments, (b)
acknowledges and agrees that the Developer's obligation to pay the Deferred
Payments is and shall be an unsecured obligation of the Developer (other than with
respect to any applicable payment guaranty), and (c) voluntarily accepts all risks
associated with the acceptance of such unsecured obligation. Notwithstanding the
above, the City and the Developer acknowledge that nothing herein abrogates any
of the City's rights and remedies with respect to the Developer under the DDA
related to collection of the Deferred Payments.
Further, the Parties hereby agree that (x) a transfer of all or any portion of
the Property to Foreclosure Tran sferee pursuant to a Foreclosure shall be deemed a
disposition of such property by the Developer for the purposes of determining any
potential Contingent Profit Participation payable by the Developer, (y) the Gross
Proceeds from such disposition shall be equal to the sum of (i) the principal amount
of the subject loan actually disbursed to Developer plus (ii) any proceeds of the
Foreclosure transfer that are in excess of the amounts due to secured lender(s) and
actually paid to the Developer as a result of the Foreclosure and (z) no Foreclosure
7/5/2017 3 Exhibit A
Transferee or Permitted Transferee thereof shall have any obligation under Section
2.3 of the Original. DDA."
3.2 Transferee Obligations.
3.2.1 Section 12.6(c)(1) of the Original DDA is hereby modified by adding the
following language:
"Obligations After Issuan ce of an Estoppel Certificate of
Completion. The City hereby agrees that any obligations under the DDA other than
the indemnification obligations set forth in Article 15 and Section 8.3 relating to
the Property, or any portion thereof, for which an Estoppel Certificate of
Completion has been issued shall only be binding on the person that was the owner
of the Property, or portion thereof, at the time the obligation first arose and that no
prior or subsequent owner of the Property (or portion thereof) shall be liable to the
City for such obligations."
3.2.2 Section 12.6(c)(2) of the Original DDA is hereby deleted in its entirety and
replaced with the following:
"No transferee permitted pursuant to Section 12.4; including, without
limitation, any Foreclosure Transferee, or approved pursuant to Section 12.5, nor
any Permitted Transferee of the foregoing shall be liable for any Developer Event
of Default caused by Developer or any other transferee under this Agreement, it
being understood that to the extent this Agreement is partially assigned, a
Developer Event of Default under this Agreement shall not constitute a Developer
Event of Default under such agreement as partially assigned."
3.3 Notice of Default and Right to Cure.
3.3.1 Section 13.3 of the Original DDA is hereby deleted in its entirety and
replaced with the following language:
"13.3 Notice of Default and Mght to Cure.
13.3.1 Notice of Default. The City shall deliver a copy of all
notices of any breach or default under the DDA delivered by the City to the
Developer to each Permitted Mortgagee at its designated address for notice
concurrently with the delivery of such notice to the Developer, and in accordance
with the procedures for the delivery of notices set forth in the DDA. No such notice
by the City to the Developer shall be deemed to have been duly given to Developer
unless and until a copy thereof has been so provided to the Permitted Mortgagees,
provided, however, the City shall only be obligated to provide notice to Permitted
Mortgagees for which the City has received address information from either the
Developer or as set forth in any estoppel certificate delivered from the City to such
Permitted Mortgagee (or such replacement address thereafter provided to the City
in writing by such Permitted Mortgagee).
7/5/2017 4 Exhibit A
13.3.2 Permitted Mortga eeg 's Right to Cure Prior to Foreclosure.
Each Permitted Mortgagee shall (insofar as the rights of the City are concerned)
have the right, but not the obligation, at its option, to cure or remedy any such
default or breach affecting the applicable portion of the Project within thirty (30)
days after receipt of notice delivered pursuant to Section 13.3.1; provided that
Permitted Mortgagee shall have such additional period of time as is reasonably
necessary for the Permitted Mortgagee in the exercise of due diligence to cure a
non - monetary default, but in no event more than one hundred and twenty (120)
days after Permitted Mortgagee's receipt of the default notice delivered pursuant to
Section 13.3.1, provided f rther that if the Developer Event of Default (1) cannot
reasonably be cured within the time period permitted by this Section 13.3.2, (2) is
a non - monetary default that is not susceptible of cure without foreclosure by the
Permitted Mortgagee or (3) is a non - monetary default that 'is not susceptible of cure
by Permitted Mortgagee at all, the Permitted Mortgagee may thereafter elect to
effect a cure pursuant to Section 13.9(b) below.
A Permitted Mortgagee may add the cost of any such cure to the security
interest debt and the lien on its security interest. Nothing contained in this
Agreement shall be deemed to require such Permitted Mortgagee to assume any
obligation under this Agreement as a condition to the Permitted Mortgagee's right
to effect a cure pursuant to this Agreement prior to the requirements of Section
13.9(6), however, any such oure shall be subject to the provisions of the last,
sentence of Section 13.2 above."
3.3.2 Right to Foreclosure and Subsequent Cure.
(a) Section 13.4 of the Original DDA is hereby deleted in its entirety.
(b) Section 13.9(b) of the Original DDA is hereby deleted in its. entirety
and replaced with the following language:
"Section 13.9(b) Right to Foreclosure and Subsequent Cure.
Notwithstanding any other provision of this Agreement to the contrary, if any
Developer Event of Default shall occur which, pursuant to any provision of this
Agreement, (i) entitles the City to terminate this Agreement and/or to exercise its
rights under Section 17.5 or 17.6 and (ii) is a non - monetary default that is (A)
susceptible of cure but cannot reasonably be cured within the cure period set forth
in Section 13.3.2, (B) is not susceptible 'of cure without foreclosure by such
Permitted Mortgagee or (C) is not susceptible to cure at all, the City shall not be
entitled to terminate this Agreement and /or to exercise its rights under Section 17.5
or 17.6 unless (1) the City has provided the Permitted Mortgagee with a notice of
default pursuant to Section 13.3.1 and (2) within the cureperiod set forth in Section
13.3.2, such Permitted Mortgagee shall fail to commence, or cause any trustee
under the applicable Security Financing Interest to commence, and thereafter
diligently pursue to completion, steps and proceedings to foreclose on the
applicable portion of the Property pursuant to a Foreclosure; provided that except
as extended by Section 13.9(b)(1) below, such Foreclosure shall be completed
7/5/2017 5 Exhibit A
within a maximum of eighteen (18) months following the commencement of such
proceeding.
(1) Inability to Foreclose. If a Permitted Mortgagee is
prohibited from commencing or prosecuting a Foreclosure by any process or
injunction issued. by any court or by reason of any action by any court having
jurisdiction of any bankruptcy or insolvency proceeding involving'the Developer
(other than any such process, injunction or court action occurring in response to
any negligence or misfeasance of Permitted Mortgagee), the times specified in this
Section 13.9(b) for commencing or prosecuting a Foreclosure or other proceedings
shall be extended for the period of the prohibition; provided that the Permitted
Mortgagee shall have fully cured any Developer Event of Default related to a
covenant or condition of this Agreement that relates exclusively to the portions of
the Property that are collateral for the financing provided by such Permitted
Mortgage and that requires the payment of money by the Developer to the City and
shall continue to pay and/or cure all such obligations within the applicable cure
period available to such Permitted Mortgagee hereunder if such obligations are not
paid by Developer as and when the same fall due.
(2) Deemed Cure. Any Developer Event of Default which does
not involve a covenant or condition of this Agreement requiring the payment of
money by the Developer to the City shall be deemed cured if any Permitted
Mortgagee shall pursue and complete a Foreclosure within the timeframes set forth
in this Section 13.9(b) and thereafter timely satisfies the requirements of clauses
(A), (B) and (C) below. Nothing contained in this Section 13.9(b) or clauses (A),
(B) or (C) below shall personally obligate any Foreclosure Transferee to deliver an
Assumption Agreement (as defined below) or otherwise assume the obligations of
the Developer under the DDA, provided that the failure to deliver an Assumption
Agreement within the period specified below shall be deemed a Developer Event
of Default under the DDA.
(A) Notice of Transfer and Assumption of Obligations
Under this Agreein The Foreclosure Transferee timely provides the notice
required under Section 12.6(a) and thereafter such transferee (or its Permitted
Transferee) agrees pursuant to an Assumption Agreement to perform and observe
the Assumed Obligations. The Assumption Agreement shall include modifications
that reset the time for performance of the Assumed Obligations in a manner
consistent -with the provisions of clause (C) below and may include other
modifications to the Assumed Obligations to the extent such modifications are
agreed to by the City:
(i) Permitted Mortgagee or Affiliated Nominee.
If the initial transferee upon Foreclosure is the Permitted Mortgagee or its affiliated
nominee, such party or its Permitted Transferee shall cause the Assumption
Agreement to be executed and delivered within six (6) months after the completion
of the Foreclosure; and
7/5/2017 6 Exhibit A
(ii) Other Transferees. Any other transferee
upon Foreclosure shall cause the Assumption Agreement -to be executed and
delivered within thirty (30) days after the completion of the Foreclosure.
Notwithstanding the foregoing to the contrary, a Foreclosure Transferee
shall not be obligated to assume the Developer's obligations under the applicable
Public Improvement Agreement unless the Security Financing Interest is secured
by Property that includes the Property upon which the Backbone Infrastructure
Improvements covered by the applicable Public Improvement Agreement are to be
built. If the Assumption Agreement includes the assumption of obligations related
to Backbone Infrastructure, the Assumed Obligations must include complete Sub -
Phases.
(B) Commencement of Cure/Performance. Within the
later of thirty (30) days after execution of the Assumption Agreement or six (6)
months after the completion of the Foreclosure, the Foreclosure Transferee: (i) if
the Developer Event of Default is capable of cure by the Foreclosure Transferee
and is included in the Assumed Obligations, commences a cure of such Developer
Event of Default, or (ii) if the Developer Event of Default is not capable of being
cured or is not included in the Assumed Obligations, commences performance of
the (other) Assumed Obligations.
(C) Completion of Cure/Performance. The Foreclosure
Transferee thereafter diligently pursues (i) the completion of the cure of any such
Developer Event of Default (if required pursuant to Section 13.9(b)(2)(B)(i)) and
(ii) performance of the other Assumed Obligations to completion. Such party shall
conclusively be deemed to have diligently pursued the cure/performance to
completion if such cure /performance is completed prior to the expiration of the
Remaining Days measured from the Remaining Performance Commencement
Date. The Remaining Days are subject to extension pursuant to the applicable
provisions of Sections 1.3(a) and (b) of the DDA.
Notwithstanding the provisions of Section 13.9(b)(2)(A), (B) and (C) and
the applicable Assumption Agreement to the contrary, if the Developer Event of
Default relates, in whole or in part, to the completion of the applicable Phase
Backbone Infrastructure and the City elects, in its sole discretion, to be the
Constructing Party for such improvements, then (i) the requirements of Sections
13.9(b)(2)(B) and (C) shall be deemed satisfied as to the applicable Foreclosure
Transferee with respect to the Phase Backbone Infrastructure but not with respect
to any Vertical Improvements, (ii) the Foreclosure Transferee's obligations with
respect to such improvements shall be limited to the obligation to cooperate with
the City pursuant to Section 15(d) of the applicable Public Improvement
Agreement, (iii) the obligations of the Foreclosure Transferee to cure or perform
any Assumed Obligation that cannot feasibly be performed without the applicable
Phase Backbone Infrastructure having been completed shall be suspended until
such Phase Backbone Infrastructure has been completed, and the applicable period
for the performance of such obligation shall be adjusted to account for such
7/5/2017 7 Exhibit A
suspension period, and (iv) as between the City and such Foreclosure Transferee,
the City, as the Constructing Parry, shall be obligated to cause the Phase Backbone
Infrastructure to be completed in accordance with the requirements of the DDA and
the Public Improvement Agreement.
(3) Any Foreclosure Transferee properly completing the
applicable Phase or Sub -Phase of the Project pursuant to this Section 13.9(b) shall
be entitled, upon written request made to the City, .to an Estoppel Certificate of
Completion for the applicable Phase or Sub -Phase from the City. The provisions
of this Section 13.9(b) shall control over any conflicting provisions of this
Agreement.
. (4) Notwithstanding the foregoing to the contrary, - any
Foreclosure Transferee may completesuch construction work at the Property to the
extent necessary to conserve or protect any improvements or construction already
made without first delivering an Assumption Agreement, provided however, if the
Foreclosure Transferee elects to complete such construction work, the Foreclosure
Transferee must complete the applicable Infrastructure Sub -Phase once the
Foreclosure Transferee commences construction work and provided, further, if the
Foreclosure Transferee elects to complete the construction work without delivering
an Assumption Agreement, subject to the limitations on liability set forth in Section
13.9(x) of the Original DDA, the City shall have the same rights against the
Foreclosure Transferee with regards to the construction work as it would have with
the Developer under the DDA and the Public Improvement Agreement and, unless
such work is conducted on an emergency basis to prevent damage to person or
property, the Foreclosure Transferee shall be obligated- to comply with the
construction obligations of the DDA and the Public Improvement Agreement."
3.4 Right to Propose Construction of a Portion of the Backbone Infrastructure.
The City acknowledges that in the event of a Developer Event of Default related to the completion
of the Phase Backbone Infrastructure, it is in the best interest of the City and the Additional Secured
Parties to facilitate the completion of any portion of the Backbone Infrastructure. Therefore, (a)
notwithstanding any term or provision of the DDA contrary and (b) in addition to any other rights
under the DDA expressly provided to a' Permitted Mortgagee or Foreclosure Transferee, a
Permitted Mortgagee or Foreclosure Transferee shall have the right, but not the obligation, to
propose to be the Constructing Party to construct -all or any portion of the Phase Backbone
Infrastructure without assuming the Developer's obligations under the DDA and, provided that the
following conditions are met, the City shall not unreasonably withhold, condition or delay its
consent to such construction:
3.4.1 The City shall have determined, in its reasonable discretion, that the
proposed construction shall not (a) create an unsafe condition, (b) increase the costs to complete
the balance of the Phase Backbone Infrastructure or (c) adversely affect the City's rights with
respect to the Subject Bonds; and
3.4.2 Solely with respect to the scope of construction proposed by the Permitted
Mortgagee or the Foreclosure Transferee, the proposing party shall have agreed in writing to
7/5/2017 8 Exhibit A
assume the Developer's construction, insurance, indemnity and warranty obligations under the
DDA and applicable Public Improvement Agreement.
3.5 Foreclosure Under Security Financing Interest. Article 13 of the Original DDA
is hereby modified to add the following language:
"The City hereby agrees that if a Permitted Mortgagee pursues a
Foreclosure under its Security Financing Interest (when a default under its Security
Financing Interest exists regardless of whether a Developer Event of Default exists
under the DDA), (a) the Permitted Mortgagee may cause the performance of the
Developer's obligations under the DDA, including the development of the
applicable portion of the Project to continue during such Foreclosure without
assuming any obligations under the DDA provided the Permitted Mortgagee
complies with the construction obligations of the DDA and completes any Sub -
Phases commenced by the Developer or the Permitted Mortgagee, and (b) the
Permitted Mortgagee or applicable Foreclosure Transferee shall not be deemed in
default under the DDA for failure to deliver an Assumption Agreement if it delivers
an Assumption Agreement within the period and in accordance with the
requirements of Section 13.9(b)(2)(A). If it delivers an Assumption Agreement
within the period and in accordance with the requirements of Section 13.9(b)(2)(A),
such Foreclosure Transferee shall be entitled to the benefits of Sections
139(b)(2)(B), 13.9(b)(2)(C) (and the paragraph that immediately follows Section
13.9(b)(2)(C)), 13.9(b)(3), and 13.9(b)(4)."
3.6 City's Right to Purchase Permitted Mortgage. Section 13.9(c) of the Original
DDA is hereby modified to add the following language:
"The City's right to purchase a Security Financing Interest pursuant to
Section 13.9(c) of the Original DDA shall expire with respect to such Security
Financing Interest upon completion of a Foreclosure of such Security Financing
Interest. Nothing in this Section shall prevent the City's exercise of such right (as
adjusted herein) with respect to any Permitted Mortgagee that is placed on the
applicable portion of the Property after the completion of the initial Foreclosure."
3.7 Amendment or Termination of DDA. Section 13.9(d) of the Original DDA is
hereby deleted in its entirety and replaced with the following language:
"13.9(d) Amendment, of DDA. The City shall not
amend, modify, supplement, cancel or terminate (other than in accordance with the
terms of the DDA) the DDA, or accept any relinquishment of any right or interest
of the Developer under the DDA, without the prior written consent of each
applicable Permitted Mortgagee. Notwithstanding the above, as between the City
and the Developer, it shall be the obligation of the Developer to secure the consent
of each applicable Permitted Mortgagee."
3.8 New Agreements. Section 13.9(1) of the Original DDA is hereby modified to add
the following language:
7/5/2017 9 Exhibit A
"(a). The City's right to require a New Agreement pursuant to Section
13.9(1)(2) of the Original DDA is conditioned upon the-Foreclosure Transferee first
having consented to such New Agreement; and
(b) Any New Agreement shall (a) include a Milestone Schedule that has
been extended consistent with Section 13.9(b)(2)(C) above, and (b) upon the
written request of the non -City party, also include the provisions of any estoppel
certificate delivered by the City to the applicable Permitted Mortgagee and the
provisions of any form of Assumption Agreement attached to such estoppel
certificate."
3.9 Right of Reverter /Option to Repurchase.
3.9.1 Section 17.5(a)(2) of the Original DDA is hereby deleted in its entirety;
3.9.2 Section 17.6(b) of the Original DDA is hereby deleted and replaced with
the following language:
"(b) Such right to repurchase, reenter, and repossess, to the extent
provided in this Agreement, shall be subordinate and subject to and be limited by
and shall not defeat, render invalid or limit any Security Financing Instrument with
respect to the Property."
3.9.3 The following language is hereby added to the DDA to supplement
the provisions of Sections 17.5 and 17.5 of the Original DDA:
(i) "Resale/Purchase Price Prior to Foreclosure. Notwithstanding any
term of the DDA to the contrary, in the event that the City exercises its rights under
Section 17.5(a) or Section 17.6 of the Original DDA with respect to a portion of
the Property that is subject to a Security Financing Interest prior to the applicable
Permitted Mortgagee's commencement or completion of a Foreclosure for such
property, (a) the resale price under Section 17.5(b) of the Original DDA or purchase
price under Section 17.6(c) of the Original DDA must be sufficient to pay all
amounts due under any applicable Security Financing Interest, including all unpaid
principal, interest, late fees and all other advances and amounts secured by the
applicable Security Financing Interest, and (b) such amounts shall be paid directly
to the applicable Permitted Mortgagee through the close of escrow for the
applicable transfer in return for the Permitted Mortgagee's execution and
recordation of a full reconveyance of applicable portion of the Property from the
applicable Security Financing Interest and prior to any amounts being paid to the
City or the Developer. The provisions of this Section 3.9.3(1) shall apply without
regard to whether the Permitted Mortgagee, its affiliated nominee or their
respective Affiliate Permitted Transferee has executed an Assumption Agreement.
Nothing contained in this Section 3.9.3(1) shall limit the rights and remedies
available to the applicable Permitted Mortgagee under its Security Financing
Interest, including, without limitation, its rights to - foreclose if a transfer of the
portion of the Property covered thereby were to occur (including, without limitation
7/5/2017 10 Exhibit A
pursuant to Section 17.5(a) or Section 17.6 of the Original DDA) in violation of the
terms of its Security Financing Interest or if the terms of such Security Financing
Interest are not otherwise complied with."
(ii) "Resale/Purchase Price After Foreclosure. Notwithstanding any
term of the DDA to the contrary, in the event that the City exercises its rights under
Section 17.5(a) or Section 17.6 of the Original DDA with respect to any Foreclosure
Property (a) after the Foreclosure and (b) prior to the re -sale of such property by
the Foreclosure Transferee to a party that is not an Affiliate of the Permitted
Mortgagee, then any resale price under Section 17.5(b) of the Original DDA or
purchase price under Section 17.6(c) of the Original DDA for such Foreclosure
Property must be not less than an amount that is sufficient to pay the Foreclosure
Transferee (to the extent such party is the then- current owner of the Foreclosure
Property) an amount equal to the sum of the following clauses (A) and (B) and (b)
such amount shall be payable directly to the then- current owner of the Foreclosure
Property in immediately available funds prior to the effectiveness of the resale or
purchase of the Foreclosure Property pursuant to Sections 17.5(b) or 17.6(c) of the
Original DDA, respectively, and prior to any amounts being paid to the City or
Developer:
(A) all amounts due under such Foreclosure Transferee's
Security Financing Interest immediately prior to the completion of the Foreclosure,
including all unpaid principal, interest, late fees, costs and expenses of Foreclosure,
and all other advances and amounts secured by the. applicable Security Financing
Interest through such date (without deduction of any amounts credit bid by the
applicable Foreclosure Transferee); plus
(B) all out -of- pocket costs incurred by the. Foreclosure
Transferee and any subsequent Permitted Transferee thereof that is an Affiliate of
the Foreclosure Transferee after the completion of such Foreclosure that are in
furtherance of the Developer's obligations under the DDA or Public Improvement
Agreement (or rights of such Foreclosure Transferee or Permitted Transferee to
cure or perform such obligations), including, without limitation, third party hard
and soft project costs for labor, materials or services, insurance premiums required
by the DDA, reasonable costs of enforcement of any Subject Bonds (as hereinafter
defined) and real property or possessory interest taxes.
The rights in this Section 3.9.3 are personal to the Foreclosure Transferee
and any such subsequent Permitted Transferee thereof that is an Affiliate of the
Foreclosure Transferee, and shall not apply to any other subsequent transferee."
The provisions of this Section 3.9.3 shall apply without regard to whether the Foreclosure
Transferee has executed an Assumption Agreement.
3.10' Affordable Housing Obligations. The Affordable Housing Implementation Plan
is hereby modified to add the following language"
7/5/2017 11 Exhibit A
"Prior to the first disbursement of funds under a Security Financing Interest on the
Phase 1 Transfer Property, the Developer shall deposit into an escrow,account the
Three Million Dollar ($3,000,000) contribution required pursuant to Section 3.8 of
Exhibit M to the DDA less any amounts previously paid by the Developer to the
Qualified Affordable Housing Developer for costs associated with the Affordable
Housing Development. Withdrawals from the escrow account shall be governed by
an escrow agreement between the Developer and the Qualified Affordable Housing
Developer to be approved by the City prior to the deposit of funds into the escrow.
The escrow agreement shall provide the City with third party beneficiary rights
under the agreement and shall further provide that in the event of an uncured
Developer Event of Default under the DDA or the Affordable Housing
Implementation Plan by either the Developer or the Qualified Affordable Housing
Developer, the City shall be entitled to assume the rights and obligations of the
defaulting party under the Escrow Agreement. .
In no event shall any Foreclosure Transferee have any obligation to pay any portion
of the $3,000,000 contribution required pursuant to Section' 3.8 of Exhibit M to the
Original DDA or be subj ect to any requirement to cure any default by the Developer
in the payment of any portion of such contribution."
3.11 Right to Cure Trust Lease Default, Section 17.4(a) of the Original DDA is
hereby amended to add the following language:
"The City shall deliver a copy of all notices of any "Default" (as such term is
defined in the Trust Lease) under the Trust Lease required to be delivered by the
City to the Tenant (as such term is defined in the Trust Lease) to each Permitted
- Mortgagee at its address for notice concurrently with the delivery of such notice to
the Tenant, and in accordance with the procedures for the delivery of notices set
forth in the Trust Lease. No such notice by the City to the Tenant shall be deemed
to have been duly given unless and until a copy thereof has been so provided to the
Permitted Mortgagee. A Permitted Mortgagee shall have the right to cure any
Default under the. Trust Lease, or cause the same to be cured, and the City shall
accept any such cure by or at the instance of such Permitted Mortgagee, within the
applicable cure period available to the Tenant under the Trust Lease with respect to
such Default."
4. Lender Requested Clarifications - Cooperation Provisions for City and Additional
Secured Parties. Pursuant to Section 15(d) of the applicable Public Improvement Agreement
executed by and between the City and the Developer for the subject Phase, the City and the
Additional Secured Parties that are named as co- beneficiaries under any of the Subject Bonds are
required to cooperate in good faith regarding the enforcement of the Subject Bonds. The purpose
of this Section 4 is to provide the City's pre- approved parameters for such good faith cooperation
which may be incorporated into an agreement between the City and any Additional Secured Party.
Subject to such agreement, the City hereby agrees that the City and the Additional Secured Party
shall cooperate in good faith as follows:
7/5/2017 12 Exhibit A
4.1 . The City shall provide the Additional Secured Party with a concurrent copy
of any notice of default delivered to the Developer under the Public Improvement Agreement; and
4.2 If the Developer fails to timely cure an event of default under the Public
Improvement Agreement related to the construction of the Phase Backbone Infrastructure:
4.2.1 The City and the Additional Secured Party shall provide the other
party with five (5) business days' prior written notice of the noticing party's intent to deliver notice
to the provider of the Subject Bonds of the uncured Developer event of default under the Public
Improvement Agreement;
4.2.2 The City and the Additional Secured Party shall provide the other
party with concurrent copies of any correspondence delivered to or received from the provider of
the Subject Bonds;
4.2.3 The City and the Additional Secured Party shall provide the other
party with thirty (30) calendar days' prior written notice of the noticing party's intent to file
litigation in order to pursue its rights under the Subject Bonds;
4.2.4 If the City or the Additional Secured Party initiates litigation against
the provider of the Subject Bonds, such party shall not object to the other party's participation in
such litigation;
4.2.5 The City and the Additional Secured Party shall be responsible for
the payment of the fees payable to any attorneys retained by such party with respect to the
enforcement of the Subject Bonds;
4.2.6 The City and the Additional Secured Party agree that any funds
obtained from the provider of the Subject Bonds (via settlement, court judgement or other means)
shall be used solely for the purposes of completing the subject Phase Backbone Infrastructure; and
4.2.7 Subject to the provisions of Section 13.9(b) of the Original DDA
and Section 3.1.4 above, the City and the Additional Secured Party shall provide the other party
with sixty (60) calendar days' notice prior to electing to be the Constructing Party and commencing
construction on the Backbone Infrastructure that is the subject of the Subject Bonds.
Further, either the City or the Additional Secured Party may at any time after the Developer Event
of Default deliver a written request that the other party meet and confer regarding the parties'
pursuit of their respective right under the Subject Bonds, which request may include a proposed
plan regarding such pursuit. Upon presentation of such notice, the City and the Additional Secured
Party shall meet and confer for a reasonable time period (not to exceed ten (10) calendar days)
regarding the Subject Bonds.
Notwithstanding the foregoing to the contrary, neither the City nor the Additional Party shall be
required by this Agreement to refrain from taking any action such party in good faith deems
necessary to preserve such party's rights under the Subject Bonds.
7/5/2017 13 . Exhibit A
5. Definitions. In addition to the terms defined elsewhere in this Agreement and in the
DDA, the following definitions shall apply:
5.1 "Additional Secured Party" shall mean any one of the following parties:
(a) any Permitted Mortgagee providing an infrastructure development loan or
construction loan to the Developer that is secured by a Security Financing Instrument recorded
against one or more Sub - Phases and their respective Foreclosure Transferees;
(b) any Qualified Developers that acquire a Sub -Phase pursuant to Section
12.4(k) of the Original DDA and their respective Permitted Transferees;
(c) any Permitted Mortgagee providing a construction loan to any Qualified
Developer for the development of vertical construction on one or more Sub - Phases and their
respective Foreclosure Transferees.
5.2 "Assumed Obligations" shall mean the obligations, terms and conditions of the
Developer under the DDA and any ancillary agreements entered into by the Developer pursuant
to the DDA that are assumed by a transferee in an Assumption Agreement. The Assumed
Obligations shall only relate to the portions of the Property, acquired by the Foreclosure Transferee.
The Assumed Obligations shall not include obligations that are personal to the Developer.
5.3 "Assumption Agreement" shall mean a written agreement in a form that is
reasonably satisfactory to the City Attorney and recordable among the land records of the County
whereby a transferee pursuant to Foreclosure assumes the Developer's obligations under the DDA
related to the foreclosed Property.
5.4 "Constructing Party" means the party that has assumed, in its sole discretion, the
obligation for completing the construction of the-Backbone Infrastructure that is the subject of
the Subject Bonds..
5.5 "Deferred Payments" shall mean the Developer's obligation to pay the Contingent
Profit Participation under Section 2.3 -of the Original DDA, to pay the deferred portion of the
Sports Complex Payment under the Third Operating Memorandum, to pay any sums due under
the Ferry Terminal Note, or to pay or perform any other deferred consideration payable under the
DDA.
5.6 "Foreclosure" shall mean judicial foreclosure, non judicial foreclosure or deed-in-
lieu process.
5.7 "Foreclosure Property" shall mean the portion of the Property as to which a
Foreclosure has occurred.
5.8 "Foreclosure Transferee" shall mean a Permitted Mortgagee, its affiliated nominee
or any third party, and each of their Permitted Transferees.
7/5/2017 14 Exhibit A
5.9 "Remaining Days" shall mean the number of days equal to the percentage of the
number of days that were originally available to the Developer to complete the subject obligation
pursuant to the Milestone Schedule, which percentage shall, be equal to the percentage of the
subject obligation that has not been completed as of the Remaining Performance Commencement
Date. The City and the Permitted Mortgagee shall determine the percentage of the subject
obligation that has not been completed based on an evaluation of the completed work by a
construction manager with significant experience with large public work construction projects
mutually selected by the City and the Permitted Mortgagee. If the City and the Permtted
Mortgagee cannot agree on the construction manager, the City and the Permitted Mortgagee shall
each appoint a construction manager with significant experience with large public work
construction projects and those two construction managers shall appoint a construction manager
with significant experience with large public work construction projects to evaluate the percentage
of work completed. By way of example, if (1) the Developer Event of Default related to the
completion of certain improvements, (2) the Milestone Schedule provided thirty (30) months for
the completion of the same and (3) as of the Remaining Performance Commencement Date, the
subject improvements were seventy five percent (75 %) complete, the Remaining Days for such
obligation would be 7.5 months.
5.10 . "Remaining Performance, Commencement Date" shall mean the date the
Foreclosure Transferee commences the cure or performance pursuant to Section 13.9(b)(2)(B) of
the Original DDA.
5.11 "Subject Bonds" means the payment or completion surety bonds provided by the
Developer pursuant to a Public Improvement Agreement."
6. Effect of Amendment. .Except to the extent amended in this Second Amendment, the
DDA shall remain in full force and effect. In the event of a conflict between this Second
Amendment and the DDA, this Second Amendment shall control.
[Signatures on next page]
7/5/2017 15 Exhibit A
In WITNESS WHEREOF, the Parties have signed this Second Amendment to Disposition and
Development Agreement on the dates indicated below.
CITY OF ALAMEDA
By:
Jill Keimach
City Manager
Date:
Attest:
Recommended for Approval:
Lara Weisiger, City Clerk Jennifer Ott, Chief Operating Officer
Alameda Point
Approved as to Form:
Andrico Q. Penick
Chief Real Estate Counsel
Authorized by City Council Ordinance No.
Signatures continue on nextpage
7/5/2017 16 Exhibit A
ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company
By: Alameda Point Properties, LLC,
a California limited liability company,
its managing member
By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member
By: Maple Multi- Family Development,
L.L.C., a Texas limited liability
company,
its General Partner
Name:
Title:
7/5/2017 17 Exhibit A
6.14.2017b
Exhibit C
Phasing Plan
[See attached]
In
Phasing Plan — Alameda Point Site A
Proposed Buildings and Uses
Parcel
Number
Acres
Proposed Use/Building Type
Building Square Footage, Units, or
Acres/Parking Spaces
5a
±2.63
Open Space
±2.63 acres
6
±2.83
ResidentiaUTownhomes
±64 units/ up to 128 spaces
7
±2.43
Residential/Townhomes
±60 units/up to 120 spaces
8
±1.73
Residential/Podium
±130 units /up to 195 spaces
Project
Phase
Residential: ±200 units /up to
300 spaces
9
±2.42
Mixed Use
Retail: ±12,000 square feet
10
±4.08
Open Space
±3.05 acres
Retail /Creative Office
±66,462 square feet/up to 50 spaces
Residential: ±220 units /up to 330
spaces
11
±2.58
Mixed Use
Retail: ±21,947 square feet/up to
24 spaces
18
±1.92
Open Space
±1.92 acres
Residential: ±674 units /up to 1,073 parking spaces
Phase 1 Subtotal
±20.62
Retail/Creative Office: ±100,409 square feet/ ±74 parking spaces
Open Space: ±7.60 acres
14
±0.84
Public Parking
Up to 670 parking spaces
15a
±1.73
Commercial
±39,500/up to 82 spaces
Phase 2
Residential/Flats
±70 units/up to 105 spaces
15b
±2.42
Residential/Townhomes
±19 units /up to 38 spaces
Phasing Plan — Alameda Point Site A
Proposed Buildings and Uses
Project
Phase
Parcel
Number
Acres
Proposed Use/Building Type
Building Square Footage, Units,
or Acres/Parking Spaces
15c
±2.24
Residential/Townhomes
±37 units /up to 74 spaces
16
±3.66
Commercial
±90,950 /up to 100 spaces
Phase 2
(continued)
17
±2.74
Commercial
±69,000 /up to 125 spaces
19
±3.59
Open Space
±3.59 acres
Residential: ±126 units /up to 217 spaces
Phase 2 Subtotal
±17.22
Commercial: ±199,450 square feet/up to 307 spaces
Parking Structure: up to 670 parking spaces
Open Space: ±3.59 acres
la
±0.85
Commercial
±83,500 square feet
lb
±4.24
Commercial Parking Lot
Up to 190 spaces
2
±1.15
Open Space
±1.15 acres
Phase 3
3
±2.09
Commercial/Public Parking
±63,500 square feet/up to 130
spaces with 56 dedicated for public
use
Hotel: ±100,000 square feet ( ±150
rooms) / ±112 parking spaces
4
±2.15
Mixed Use/Public Parking
Retail: ±6,000 square feet
Parking Structure: up to 560 parking
spaces
Phasing Plan — Alameda Point Site A
Proposed Buildings and Uses
Project
Parcel
Phase
Number
Acres
Proposed Use/Building Type
Building Square Footage, Units,
or Acres/Parking Spaces
5b
+0.86
Open Space/Retail
±0.86 acres
Retail: +14,000 SF
12(a)
±0.6
Retail
+20,000 square feet
Phase 3
(continued)
12(b)
+0.54
Open Space
±0.54 acre
13
+0.4
Retail
±13,000 square feet
Hotel: +100,000 square feet ( ±150 rooms)/ +112 parking spaces
Commercial: +141,000 square feettup to 320 parking spaces
Phase 3 Subtotal
±12.88
Retail: +59,000 square feet
Parking Structure: up to 560 spaces
Open Space: +2.55 acres
Residential: 800 units /up to 1,200 parking spaces
Hotel: ±100,000 square feet ( +150 rooms)/ ±112 parking spaces
Total
±68
RetaiUCreative Office: ±159,409 square feet/ ±74 spaces
Commercial: +340,450 square feet/up to 627 spaces
Parking Structures and lots: up to 1,230 spaces
Open Space: +13.74 acres
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6.14.2017b
Exhibit F
Milestone Schedule
[See attached]
19
EXHIBIT F
MILESTONE SCHEDULE
This Milestone Schedule summarizes the schedule for various activities under the
Disposition and Development Agreement (the "Agreement ") to which this exhibit is attached.
This Milestone Schedule shall not be deemed to modify in any way the provisions of the
Agreement to which such items relate. Section references herein to the Agreement are intended
merely as an aid in relating this Milestone Schedule to other provisions of the Agreement and
shall not be deemed to have any substantive effect. Times for performance are subject to
extensions as set forth in Section 1.3 of the Agreement.
Whenever this Milestone Schedule requires the submission of plans or other documents at
a specific time, such plans or other documents, as submitted, shall be complete and adequate for
review by the City or other applicable governmental entity within the time set forth herein. Prior
to the time set forth for each particular submission, the Developer shall consult with City staff
informally as necessary concerning such submission in order to assure that such submission will
be complete and in a proper form within the time for submission set forth herein.
As provided in Section 1.4 of this Agreement, this Milestone Schedule may be modified
by Operating Memoranda executed in accordance with Section 18.16 of this Agreement.
ACTION
DATE
1. Deposit. The Developer shall deliver the
5 days from Effective Date
Deposit to the City. [ §2.1]
2. Phase 0. Developer presents to the City
No later than 45 days from Effective Date
Council for its approval the Phase 0 Activities
Plan [ §9.2]
3. Phase 0. Commence Phase 0 Activities Plan
60 days after approval of the Phase 0 Activities
[§9.21
Plan by the City Council
PHASE 1
4. Submission — Phase Update to Financing
At least 90 days prior to the Phase 1 Outside
Plan. The Developer shall prepare and submit
Phase Closing Date [September 12, 2016]
the Phase Update to the Financing Plan for Phase
1 for` City approval. [ §3.1(a)]
5. Approval — Phase Update - Financing Plan.
Within 30 days of submission
The City shall approve or disapprove the Phase
Update to the Financing Plan for Phase 1. [ §3.2]
6. Submission — Public Financing Plan. The
At least 90 days prior to the Phase 1 Outside
Developers shall prepare and submit to the City
Phase Closing Date [September 12, 2016]
the Public Financing Plan 3.2 c
7. Approval — Public Financing Plan. The
Within 30 days of submission.
City shall approve or disapprove the Public
Financin Plan. §3.2
5/1/2017
ACTION DATE
8. Navy Conveyance —Storm Drain Line. The
No later than November 1, 2015
Developer shall notify the City of its intent to
remove the Storm Drain Line [ §8.15]
9(a). Navy Conveyance
May 2, 2016
9(b).. State Lands Exchange. The City shall
June 28, 2016
facilitate closing of the exchange of Tidelands
property within the Phase l property. [§ 10.4]
10. Application — Supplemental Approvals.
November 30, 2015
The Developer shall apply for the first
Supplemental Approvals necessary to construct
the Backbone Infrastructure for Phase 1 of the
Project. [ §5.4(a)]
11. Receipt — Supplemental Approvals. The
November 11, 2016
Developer shall obtain all of the Supplemental
Approvals necessary to construct the Backbone
Infrastructure for Phase 1 of the Project, and
shall provide evidence of the same to the City
[ §5.4(c)]
12. Application — Additional Approvals -
May 16, 2016
Horizontal. The Developer shall submit
evidence to the City that it has submitted an
application for a main line extension including a
fully executed water services agreement with
East Bay Municipal Utility District and payment
of any fees required by such agreement.
[ §5.4(b)]
13. Receipt — Additional Approvals-
May 31, 2018
Horizontal. The Developer shall obtain the
Additional Approvals - Horizontal for Phase 1 of
the Project and shall provide the city with
evidence of the same [ §5.4(c)]]
14. Submission — Phase Construction
At least 45 days prior to the Phase 1 Outside
Contract (Horizontal). The Developer shall
Phase Closing Date [June 25, 2017]
submit the Construction Contract for the
Backbone Infrastructure of Phase 1 of the Project
for City approval. [ §5.5]
15. Approval — Phase Construction Contract
15 business days from Submission — Phase
(Horizontal). The City shall approve or
Construction Contract (Horizontal)
disapprove the construction contract for the
5/1/2017
ACTION DATE
horizontal component of Phase 1 of the Project.
[ §5.5]
16. Submission — Public Improvement
At least thirty (30) days prior to the Phase 1
Agreement and Completion Assurances To
Outside Phase Closing Date [July 9, 2017]
City. The Developer and the City shall have
entered into a Public Improvement Agreement
for the Backbone Infrastructure for Phase 1 of
the Project and Developer shall have provided
the Completion Assurance required by the Public
Improvement Agreement. [ §5.6]
17. Submission — Evidence of Funds
At least thirty (30) days prior to the Phase 1
Availability. The Developer shall submit the
Outside Phase Closing Date [July 9, 2017]
specified evidence of funds availability for Phase
1. [ §4.3(a)(7)]
18. Submission = Evidence of Insurance. The
At least thirty (30) days prior to the Phase 1
Developer shall provide evidence of compliance
Outside Phase Closing Date [July 9, 2017]
with insurance requirements for Phase 1. [Art.
16]
19. Closing. The parties shall complete the
August 9, 2017
Closing for Phase 1. [ §5.3]
20. Commencement of Construction Phase 1
Within thirty (30) days of the Phase 1 Closing
Infrastructure). The Developer shall commence
construction of the Infrastructure of Phase 1 of
the Project. [ §5.1]
21. Completion of Construction (Horizontal).
Within 28 months of Commencement of Phase 1
The Developer shall complete construction of
Infrastructure Phase
Phase 1 Infrastructure Phase of the Project.
[ §5.1]
22.Submission — Sub -Phase Update to
At least sixty (60) days prior to the earlier of (i)
Financing Plan. The Developer shall prepare
transfer of the Sub -Phase to an unaffiliated buyer
and submit the Phase Update to the Financing
or (ii) issuance of the first building permit for the
Plan for Phase 1 for City approval. 3.1 b
Sub - Phase.
23.ApprovaI — Sub -Phase Update to
Within 30 days of submission
Financing Plan. The City shall approve or
disapprove the Phase Update to the Financing
Plan for Phase 1. [ §3.2]
24. Apply — Additional Approvals — Vertical.
October 18, 2016
Developer shall apply for first Additional
5/1/2017
ACTION I DATE
Approvals- Vertical for the first Sub -Phase of the
Phase 1 Vertical Improvements: 6.3 a
25. Receipt — Additional Approvals- Vertical.
April 20, 2019
Developer shall obtain the Additional Approvals
— Vertical necessary for the completion of the all
of Phase 1 Vertical Improvements and provide
the City of evidence of such approvals 6.3
26.Submission — Vertical Improvement
At least 45 days prior to the commencement of
Construction Contract. The Developer shall
construction of any Sub -Phase
submit the Vertical Improvement Construction
Contract for the Phase 1 Vertical Improvements
or Sub -Phase thereof for City approval. 6.4
27. Approval — Vertical Improvement
Within 15 business days of Submission.
Construction Contract. The City shall approve
or disapprove the construction contract for the
Vertical Improvements or Sub -Phase of Vertical
Improvements of Phase 1 of the Project. 6.4
28. Submission — Vertical Improvement
At least 45 days prior to the commencement of
Completion Assurances. The Developer shall
construction of any Sub -Phase
submit the Vertical Improvement Completion
Assurances. for the Vertical Improvements or
Sub -Phase of Phase 1 for City Approval 6.5
29. Approval — Vertical Improvement
Within 15 business days of submission
Completion Assurances. The City shall
approve or disapprove the Vertical Improvement
Completion Assurances. §6.5
30. Commencement of Construction
May 31, 2018
(Vertical). The Developer shall commence
construction of the vertical component of Phase
1 of the Project. [ §6.1]
31. Completion of Construction (Vertical).
37 months from Commencement of Construction
The Developer shall complete construction of the
(Vertical)
vertical component of Phase 1 of the Project.
[ §6.1]
32. Issuance of Estoppel Certificate of
90 days from certificates of occupancy for any
Completion (Horizontal and Vertical). The
Sub -Phase
City shall issue an Estoppel Certificate of
—
Completion for Phase 1 of the Project. [§ 10.7]
PHASE 2
33. Submission — Phase Update to Financing
At least 90 days prior to the Phase 2 Outside
Plan. The Developer shall prepare and submit
Phase Closing Date [July 3, 2018]
the Phase Update to the Financing Plan for
Phase 2 for City approval. [ §3.1(a)]
5/1/2017
ACTION
DATE
34. Approval — Phase Update - Financing
Within 30 days of submission
Plan. The City shall approve or disapprove the
Phase Update to the Financing Plan for Phase 2.
[ §3.2]
35. Navy Conveyance —The City shall facilitate
complete
conveyance of all of Phase 2 property from the
Navy to the City. [ §8.15]
36. State Lands Exchange. The City shall
complete
facilitate closing of the exchange of Tidelands
property within the Phase 2 property. [§ 10.4]
37. Application — Supplemental Approvals.
November 28, 2017
The Developer shall apply for the first
Supplemental Approvals necessary to construct
the Backbone Infrastructure for Phase 2 of the
Project. [ §5.4(a)]
38. Receipt — Supplemental Approvals. The
September 3, 2018
Developer shall obtain all of the Supplemental
Approvals necessary to construct the Backbone
Infrastructure for Phase 2 of the Project, and
shall provide evidence of the same to the City
[ §5.4(c)]
39. Application — Additional Approvals -
April 17, 2018
Horizontal. The Developer shall submit
evidence to the City that it has submitted an
application for a main line extension including a
fully executed water services agreement with
East Bay Municipal Utility District and
payment of any fees required by such
agreement. [ §5.4(b)]
40. Receipt — Additional Approvals-
September 2, 2019
Horizontal. The Developer shall obtain the
Additional Approvals - Horizontal for Phase 2 of
the Project and shall provide the city with
evidence of the same [ §5.4(c)]]
41. Submission —Phase Construction
At least 45 days prior to the Phase 2 Outside
Contract (Horizontal). The Developer shall
Phase Closing Date [August 17, 2018]
submit the Construction Contract for the
Backbone Infrastructure of Phase 2 of the
Project for City approval. [ §5.5]
5/1/2017
ACTION
DATE
42. Approval — Phase Construction Contract
15 business days from Submission — Phase
(Horizontal). The City shall approve or
Construction Contract (Horizontal)
disapprove the construction contract for the
horizontal component of Phase 2 of the Project.
[ §5.5]
43. Submission — Public Improvement
At least thirty (30) days prior to the Phase 2
Agreement and Completion Assurances To
Outside Phase Closing Date [September 1, 2018]
City. The Developer and the City shall have
entered into a Public Improvement Agreement
for the Backbone Infrastructure for Phase 2 of
the Project and Developer shall have provided
the Completion Assurance required by the
Public Improvement Agreement. [ §5.6]
44. Submission — Evidence of Funds
At least thirty (30) days prior to the Phase 2
Availability. The Developer shall submit the
Outside Phase Closing Date [September 1, 2018]
specified evidence of funds availability for
Phase 2. [ §4.3(a)(7)]
45. Submission — Evidence of Insurance. The
At least thirty (30) days prior to the Phase 2
Developer shall provide evidence of compliance
Outside Phase Closing Date [September 1, 2018]
with insurance requirements for Phase 2. [Art.
16]
46. Closing. The parties shall complete the
October 1, 2018
Closing for Phase 2. [ §5.3]
47. Commencement of Construction Phase 1
Within thirty (30) days of the Phase 2 Closing
Infrastructure). The Developer shall
commence construction of the Infrastructure of
Phase 2 of the Project. [ §5.1]
48. Completion of Construction (Horizontal).
Within 30 months of Commencement of Phase 2
The Developer shall complete construction of
Infrastructure Phase
Phase 2 Infrastructure Phase of the Project.
[ §5.1]
49.Submission — Sub -Phase Update to
At least sixty (60) days prior to the earlier of (i)
Financing Plan. The Developer shall prepare
transfer of the Sub -Phase to an unaffiliated buyer
and submit the Phase Update to the Financing
or (ii) issuance of the first building permit for the
Plan for Phase 2 for City approval. 3.1
Sub - Phase.
50.Approval — Sub -Phase Update to
Within 30 days of submission
Financing Plan. The City shall approve or
disapprove the Sub -Phase Update to the
Financing Plan for Phase 2. [ §3.2]
5/1/2017
ACTION
DATE
51. Apply — Additional Approvals — Vertical.
August 8, 2018
Developer shall apply for first Additional
Approvals- Vertical for the first Sub -Phase of
Phase 2 Vertical Improvements. [§63(a)
52. Receipt — Additional Approvals- Vertical.
June 9, 2020
Developer shall obtain the Additional
Approvals — Vertical for the construction of the
Phase 2 Vertical Improvements thereof and
provide the City of evidence of such approvals
6.3
53. Submission — Vertical Improvement
At least 45 days prior to the commencement of
Construction Contract. The Developer shall
construction of any Sub -Phase
submit the Vertical Improvement Construction
Contract for the Phase 2 Vertical Improvements
or Sub -Phase thereof for City approval. 6.4
54. Approval — Vertical Improvement
Within 15 business days of Submission.
Construction Contract. The City shall approve
or disapprove the construction contract for the
Vertical Improvements or Sub -Phase of Vertical
Improvements of Phase 2 of the project. 6.4
55. Submission— Vertical Improvement
At least 45 days prior to the commencement of
Completion Assurances. The Developer shall
construction of any Sub -Phase
submit the Vertical Improvement Completion
Assurances for the Vertical Improvements or
Sub -Phase of Phase 2 for City Approval 6.5
56. Approval — Vertical Improvement
Within 15 business days of submission
Completion Assurances. The City shall
approve or disapprove the Vertical
Improvement Completion Assurances. 6.5
57. Commencement of Construction
July 9, 2019
(Vertical). The Developer shall commence
construction of the vertical component of Phase
2 of the Project. [ §6.1]
58. Completion of Construction (Vertical).
37 months from Commencement of Construction
The Developer shall complete construction of
(Vertical)
the vertical component of Phase 2 of the
Project. [ §6.1]
59. Issuance of Estoppel Certificate of
90 days from certificates of occupancy for any
Completion (Horizontal and Vertical). The
Sub -Phase
City shall issue an Estoppel Certificate of
Completion for Phase 2 of the Project. [§10.7]
PHASE 3
60. Submission — Phase Update to Financing
At least 90 days prior to the Phase 3 Outside
Plan. The Developer shall prepare and submit
Phase Closing Date December 29, 2023
5/1/2017
ACTION
DATE
the Phase Update to the Financing Plan for
Phase 3 for City approval. [ §3.1(a)]
61. Approval — Phase Update - Financing
Within 30 days of submission
Plan. The City shall approve or disapprove the
Phase Update to the Financing Plan for Phase 3.
[ §3.2]
62. Navy Conveyance The City shall facilitate
September 28, 2023
conveyance of all of Phase 3 property from the
Navy to the.City.[ §8.15]
63. State Lands Exchange. The City shall
November 24, 2023
facilitate closing of the exchange of Tidelands
property within the Phase 3 property. [§ 10.4]
64. Application — Supplemental Approvals.
May 25, 2023
The Developer shall apply for the first
Supplemental Approvals necessary to construct
the Backbone Infrastructure for Phase 3 of the
Project. [ §5.4(a)]
65. Receipt — Supplemental Approvals. The
February 26, 2024
Developer shall obtain all of the Supplemental
Approvals necessary to construct the Backbone
Infrastructure for Phase 3 of the Project, and
shall provide evidence of the same to the City
[ §5.4(c)]
66. Application — Additional Approvals -
October 12, 2023
Horizontal. The Developer shall submit
evidence to the City that it has submitted an
application for a main line extension including a
fully executed water services agreement with
East Bay Municipal Utility District and
payment of any fees required by such
agreement. [ §5.4(b)]
67. Receipt — Additional Approvals-
February 25, 2025
Horizontal. The Developer shall obtain the
Additional Approvals - Horizontal for Phase 3 of
the Project and shall provide the city with
evidence of the same [ §5.4(c)]]
68. Submission — Phase Construction
At least 45 days prior to the Phase 3 Outside
Contract (Horizontal). The Developer shall
Phase Closing Date [February 12, 2024]
submit the Construction Contract for the
5/1/2017
ACTION
DATE
Backbone Infrastructure of Phase 2 of the
Project for City approval. [ §5.5]
69. Approval — Phase Construction Contract
15 business days from Submission — Phase
(Horizontal). The City shall approve or
Construction Contract (Horizontal)
disapprove the construction contract for the
horizontal component of Phase 3 of the Project.
5.5
70. Submission — Public Improvement
At least thirty (30) days prior to the Phase 3
Agreement and Completion Assurances To
Outside Phase Closing Date [February 28, 2024]
City. The Developer and the City shall have
entered into a Public Improvement Agreement
for the Backbone Infrastructure for Phase 3 of
the Project and Developer shall have provided
the Completion Assurance required by the
Public Improvement Agreement. [ §5.6]
71. Submission — Evidence of Funds
At least thirty (30) days prior to the Phase 3
Availability. The Developer shall submit the
Outside Phase Closing Date [February 28, 2024]
specified evidence of funds availability for
Phase 3. [ §4.3(a)(7)]
72. Submission — Evidence of Insurance. The
At least thirty (30) days prior to the Phase 3
Developer shall provide evidence of compliance
Outside Phase Closing Date [February 28, 20241
with insurance requirements for Phase 3. [Art.
16]
73. Closing. The parties shall complete the
March 29, 2024
Closing for Phase 3. [ §5.3]
74. Commencement of Construction Phase 1
Within thirty (30) days of the Phase '3 Closing
Infrastructure). The Developer shall
commence construction of the Infrastructure of
Phase 3 of the Project. [ §5.1]
75. Completion of Construction (Horizontal).
Within 30 months of Commencement of Phase 3
The Developer shall complete construction of
Infrastructure Phase
Phase 3 Infrastructure Phase of the Project.
[ §5.1]
76. Submission — Sub -Phase Update to
At least sixty (60) days prior to the earlier of (i)
Financing Plan. The Developer shall prepare
transfer of the Sub -Phase to.an unaffiliated buyer
and submit the Phase Update to the Financing
or (ii) issuance of the first building permit for the
Plan for Phase 3 for City approval. 3.1(b )]
Sub - Phase.
77. Approval — Sub -Phase Update to
Within 30 days of submission
Financing Plan. The City shall approve or
5/1/2017
ACTION
DATE
disapprove the Sub -Phase Update to the
Financing Plan for Phase 3. [ §3.2]
78. Apply — Additional Approvals — Vertical.
February 2, 2024
Developer shall apply for first Additional
Approvals- Vertical for the first Sub -Phase of
Phase 3 Vertical Improvements. [§63(a)
79. Receipt Additional Approvals- Vertical.
December 4, 2025
Developer shall obtain the Additional
Approvals — Vertical for the construction of
Phase 3 Vertical Improvements and provide the
City of evidence of such approvals [§63(b)
80. Submission — Vertical Improvement
At least 45 days prior to the commencement of
Construction Contract. The Developer shall
construction of any Sub -Phase
submit the Vertical Improvement Construction
Contract for the Phase 3 Vertical Improvements
or Sub -Phase thereof for City approval. 6.4
81. Approval— Vertical Improvement '
Within 15 business days of Submission.
Construction Contract. The City shall approve
or disapprove the construction contract for the
Vertical Improvements or Sub -Phase of Vertical
Improvements of Phase 3 of the Project. 6.4
82. Submission — Vertical Improvement
At least 45 days prior to the commencement of
Completion Assurances. The Developer shall
construction of any Sub -Phase
submit the Vertical Improvement Completion
Assurances for the Vertical Improvements or
Sub -Phase of Phase 3 for City Approval 6.5
83. Approval — Vertical Improvement
Within 15 business days of submission
Completion Assurances. The City shall
approve or disapprove the Vertical
Improvement Completion Assurances. 6.5
84. Commencement of Construction
January 4, 2025
(Vertical). The Developer shall commence
construction of the vertical component of Phase
3 of the Project. [ §6.1]
85. Completion of Construction (Vertical).
37 months from Commencement of Construction
The Developer shall complete construction of
(Vertical)
the vertical component of Phase 3 of the
Project. [ §6.1]
86. Issuance of Estoppel Certificate of
90 days from certificates of occupancy for a Sub -
Completion (Horizontal and Vertical). The
Phase
City shall issue an Estoppel Certificate of
Completion for Phase 23of the Project. [§10.7]
[Remainder of this Page Intentionally Left Blank]
5/1/2017
6.14.2017b
Exhibit G
Infrastructure Package
[See attached]
20
ALAMEDA POINT SITE A
INFRASTRUCTURE PLAN
ALAWDA POINT SITE A INFRASTRUCTURE PACKAGE
EXHIBIT 1: SITE A - DEMOLITION BY PHASE
EXHIBIT 2: CONCEPTUAL GRADING, SEA LEVEL RISE & SHORELINE PROTECTION
STRATEGY
EXHIBIT 3: ALAMEDA POINT -,BACKBONE ROADWAY INFRASTRUCTURE PHASING
EXHIBIT 4: SITE A - PHASING
EXHIBIT 5: ALAMEDA POINT - UTILITY PHASING (GAS)
EXHIBIT 6: ALAMEDA POINT - UTILITY PHASING (ELECTRICAL DISTRIBUTION)
EXHIBIT 7: ALAMEDA POINT - UTILITY PHASING (WATER)
EXHIBIT 8: ALAMEDA POINT - UTILITY PHASING (RECYCLED WATER)
EXHIBIT 9: ALAMEDA POINT - UTILITY PHASING (STORM DRAIN)
EXHIBIT 10: ALAMEDA POINT - UTILITY PHASING (SANITARY SEWER)
EXHIBIT 11: ALAMEDA POINT - UTILITY PHASING (TEL/DATA)
EXHIBIT 12: SITE A- PARK & OPEN SPACE PHASING
Proposed infrastructure improvements would be consistent with the MIP' for the development of Site A.
The proposed infrastructure improvements are generally described below. In addition, see the attached
illustrative figures that depict the proposed infrastructure improvements. The descriptions and figures are
preliminary and subject to change through the Tentative Map process and once detailed designs are
completed.
In addition to the proposed improvements described below, the necessary improvements would be installed
to maintain access and utility service to the existing tenants and areas within Alameda Point until the
development of Site A is complete consistent with the MIP.
Streetscape, Circulation, and Parking
Site A would be developed with a "complete streets" transportation network that would support a variety
of modes of transportation, and would provide pedestrian, bicycle, and transit facilities. New roadways
would be constructed, and existing roadways would be re- aligned, resulting in a grid street network on the
site. West Atlantic Avenue would be realigned from west of Main Street. West Atlantic would serve as a
gateway to Site A. The project frontage along Main Street would be landscaped, and the portion of the Bay
Trail along Main Street from West Atlantic to West Tower Avenue would be constructed. Intersection
improvements would be made at West Atlantic and Main Street to improve signalization, and vehicular,
pedestrian, and bicycle circulation.
The street system would include regional arterials, such as Main Street and West Atlantic; collector streets,
such as Pan Am Way; and a network of local streets with connecting alleys. Sidewalks would be
constructed along streets, with widths varying between 6 and 15 feet, based on street right -of -way sections.
In addition, bicycle facilities — including separated bicycle paths, shared pedestrian and bicycle paths, and
bicycle lanes with painted buffer strips —would be constructed throughout the site. A dedicated bus rapid
transit lane would be constructed along a portion of the West Atlantic extension.
Transportation Demand Management Measures
Site A would implement capital facilities in support of the Site A Transportation Demand Management
(TDM) Strategy consistent with the Alameda Point TDM Plan. These capital facilities will include
construction of surface parking lots within Site A consistent with the Development Plan, installation of
parking meters within Site A, a bike share station and loaner bikes, among other facilities necessary to
implement the TDM Compliance Strategy.
Utilities and Site Improvements
The MIP describes the planned backbone infrastructure, anticipated to consist of new infrastructure
installed to support the uses in Site A. The backbone infrastructure is the major framework of streets and
utilities, generally based on the existing street grid within Site A.
The MIP outlines potential corrective geotechnical and flood protection improvement measures. In
addition, the proposed utility systems described in the MIP include stormwater, wastewater, potable water,
recycled water, electrical, natural gas, and telecommunication systems. Each of these systems is anticipated
to connect to existing reliable public facilities at the perimeter of Site A. The proposed electrical system
would connect to the existing Cartwright Substation, which is in Site A near the intersection of West
Atlantic Avenue and Main Street.
Carlson, Barbee, Gibson, Inc., 2014. Master Infrastructure Plan, Alameda Point, Alameda, California. March 31.
Flood Protection, Sea -Level Rise Strategy, Soil Improvements, and Site Grading. Consistent with the
EIR and MIP evaluated therein, the proposed project would construct flooding and sea -level rise protection.
Perimeter flood protection measures would be constructed for integration with the sea -level rise adaptive
management strategy for Alameda Point. Along the northern and eastern perimeter of the Seaplane Lagoon,
shoreline flood protection improvements would be installed to a minimum elevation of 7.6 feet (City
Datum) along Site A, based on the MIP design criteria 100 -year tide, plus 24 -inch sea -level rise, plus 1 -foot
wind/wave run -up, plus 1 -foot freeboard. The existing seawall along the northern perimeter of the Seaplane
Lagoon would be retrofitted along Site A. Geotechnical corrective measures to address liquefaction
potential and stabilize the building sites may include soil improvement techniques such as soil - cement
mixed columns, drilled displacement columns, stiffened foundations, and/or piles. In addition, the site
would be graded to achieve the minimum required elevations per the MIP. Portions of the site would be
raised up to 3 feet above the existing ground level. Refer to Exhibit 2.
Natural Gas. A new natural- gas - distribution system would be installed throughout Site A, replacing the
existing natural gas system in phases consistent with the development build -out. This system would
connect to the existing 8 -inch main near the intersection of West Atlantic Avenue and Main Street. The
proposed gas facilities would be constructed in the backbone streets in a phased implementation The new
natural gas distribution system would be designed and constructed in accordance with Pacific Gas and
Electric's regulations, standards, and specifications.. Refer to Exhibit 5 for utility phasing.
Electricity. The existing overhead transmission lines in Site A would be replaced with a new underground
electric distribution system from the Cartwright Substation, in phases consistent with the development
build -out, refer to Exhibit 6. The proposed electric distribution system would consist of new underground
conduits, vaults, boxes, and pads that can accommodate 15 -kV —rated cables, transformers, switches, and
other utility distribution equipment, including its supervisory control and data acquisition communication
monitoring and controls. The electrical conduits and cables would be placed in a joint utility trench along
the backbone streets. This trench would also accommodate the natural gas, telephone, cable television,
possible ancillary fiber optic cable systems, and streetlight facilities. The new underground electric
distribution system and joint utility trench would be designed and constructed in accordance with Alameda
Municipal Power's regulations, standards, and specifications.
Potable Water Improvements. The existing water system would be replaced with a new potable water
distribution system in phases consistent with the development build -out. The proposed distribution
pipelines would connect to the existing East Bay Municipal Utility District ( EBMUD) water facilities in
Main Street. The proposed distribution system would range in size from 8 inches to potentially 16 inches
in diameter. The proposed water distribution facilities would be installed in the backbone streets, providing
potable and fire water to the proposed project refer to Exhibit 7 for project phasing.
Recycled Water. A network of recycled water pipelines is anticipated to be constructed in the proposed
rights -of -way of major backbone streets, and would range in size from 6 to 12 inches to serve the open
space and public landscaping. The recycled water facilities would be designed and constructed in
accordance with EBMUD's regulations, standards, and specifications, should provisions for a permanent
source be available. Should a permanent source not be available, the project will provide corridors for
future installation by EBMUD or a recycled water purveyor. Recycled water lines will be phased in
accordance with Exhibit 8.
Stormwater. A new stormwater collection system would be constructed, consisting of pipelines, manholes,
inlets, pump stations, trash capture devices, and outfalls. The new stormwater system would be designed
to convey the 25 -year design storm with 6 inches of minimum freeboard. Additionally, the system would
accommodate the 100 -year storm, with a maximum ponding in the streets of up to the top of curb at low
points in the street profiles. A new stormwater outfall would replace an existing outfall toward the
northeastern edge of the Seaplane Lagoon. This new outfall would convey stormwater runoff from Site A
into the Bay, and would include tide valves to prevent tidal influences in the system as well as a trash
capture device to prevent the discharge of trash to the Bay. Due to high groundwater table, and the limited
potential for collecting and reusing stormwater, the proposed project would implement low- impact
development principles for the management and treatment of stormwater runoff. Although much of the
system would be gravity- based, pumping may be necessary to convey treated flows to bioretention areas.
The stormwater system will be phased in accordance with Exhibit 9.
Wastewater. The proposed project would replace the existing wastewater system with a new wastewater
collection system that would be owned and operated by the City of Alameda. The proposed collection
system would include gravity pipelines ranging in size from 8 inches to 24 inches in diameter, and lift/
pump station(s) and force main pipelines. The proposed wastewater collection facilities would be installed
in the backbone streets in Site A and extending to connect to EBMUD's existing Pump Station R at the
Main Gate. Pump Station R conveys wastewater flows to the EBMUD treatment plant in Oakland. The
sanitary sewer waste water system will be phased in accordance with Exhibit 10.
New Telecommunications Systems. New telecommunications systems, including telephone and cable
television, would be installed. Additional empty conduits would be installed to accommodate the
implementation of fiber optics by other service providers. These systems would connect to the existing
systems east of Site A, near Main Street. The proposed telecommunication facilities would be constructed
in the backbone streets in accordance to Exhibit 11.
Parks and Open Space
Site A would be developed with three distinct park - themed areas or districts; each district would have a
unique character and programming intended to create accessible and walkable community open space, as
described below. A portion of the Bay Trail would be constructed along the northeastern edge of the
Seaplane Lagoon, along the southern edge of West Atlantic to Main Street, and along the Site A frontage
on Main Street, generally from West Atlantic north to West Tower Avenue. The parks and open space
would be constructed in accordance with Exhibit 12 and as further described below.
In addition to the public open spaces /parks described below, private open space would be developed for the
residential uses.
The Waterfront Park District would include an approximately 7.23 -acre park along the shoreline of the
Seaplane Lagoon. Amenities would be designed for water- oriented activities and views, and would include
pedestrian walks, bicycle paths, vista points, seat/rest areas, flexible plaza space for events, and access to
the water.
The Urban Park District would include an approximately 3.05 -acre adaptive reuse park, with spaces for
retail uses such as cafes, markets, and seating; and would provide pedestrian walks, bicycle paths, and
flexible open -space zones. The park would be designed to provide information about the former uses of
the base, and salvaged post - industrial materials such as train tracks would be integrated into the design.
The Neighborhood Park District would provide an approximately 1.15 -acre park along West Atlantic, the
main entry road, which would retain the existing Corsair II aircraft display and existing Cypress tree along
the southern edge of West Atlantic. In addition, an approximately 1.35 -acre linear neighborhood park
would be constructed along Coronado Avenue. Amenities would include areas for informal picnicking,
seating, bicycle paths, and areas for active uses such as a crossfit station and a tot -lot area.
1.1 Phasing and Construction
Site A would be constructed in three phases, with demolition, grading and flood protection improvements
preceding each phase, and utility and street infrastructure constructed prior to completion of vertical
construction for each phase. Refer to Exhibit 1 for the conceptual demolition phasing, Exhibit 2 for
conceptual grading, sea -level rise and shoreline protection strategy phasing, and Exhibit 3 for roadway
phasing. Temporary improvements would be installed as needed to connect to adjacent facilities and
roadways to provide access and utilities to the existing tenants within Alameda Point until future
development occurs.
The proposed project infrastructure improvements would be phased to accommodate the scheduled build -
out of the residential, retail, commercial, parks, and open space planned for each phase of development,
refer to Exhibit 4. All below -grade utility and street surface improvements that are necessary to comply
with the local, state, and federal requirements and applicable law would be completed to deliver a fully
functional phase. The phasing of the infrastructure improvements may vary depending on final build -out
mix and need. All local in -tract streets (streets within the parcels) necessary to provide access and utility
connections would be constructed in the appropriate phase. Refer to Exhibits 5 through 11 for the specific
utility Phasing. Each phase would also require interim connections and transitions from the pennanent
improvements to the existing utilities and roadway sections.
Phase 1
Phase 1 would generally involve the construction of buildings, parks, streets, and utilities between Main
Street on the east and Pan Am Way on the west, and between Coronado Avenue on the north and West
Atlantic on the south. In addition, existing buildings outside of Phase 1 —such as Building 113 and
Building 162 —may be occupied with uses consistent with the Town Center Plan during any phase.
Installation of underground utilities and surface street improvements would occur at the intersection of
Main Street and West Atlantic, and extend toward the western connection at Pan Am Way. Phase I street
improvements would include construction of West Atlantic, Skylark Street, Corsair Street, and the eastern
portion of Coronado Avenue between Main Street and Ardent Way, as well as Orion Street and Ardent
Way from West Atlantic to slightly north of Coronado Avenue, and Pan Am Way in front of Parcel 11.
Phase 1 would include the installation of the proposed wastewater system extending to EBMUD's existing
Pump Station R located near the Main Gate.
Phase 1 would also include flood protection improvements within and improvements to the waterfront park
and shore edge along the Seaplane Lagoon, from the northeastern corner to approximately 500 lineal feet
to the west. The approximately 3.05 -acre urban park and the approximately 1.35 -acre linear neighborhood
park along Coronado Avenue would be constructed during this phase.
Interim improvements would be built with Phase 1 to conform to existing conditions, including intersection
improvements and traffic signal modifications at the Main Street/West Atlantic intersection, a driveway to
connect Coronado Avenue to Main Street, and a new sidewalk and landscaping to the existing back of curb
along Main Street.
Phase 2
Phase 2 would involve the construction of buildings, parks, streets, and utilities generally north of Coronado
Avenue, and generally from Main Street to Pan Am Way. Phase 2 would also include the extension of
Orion Street and Pan Am Way improvements north to West Tower Avenue, the extension of Ardent
Way between Coronado Avenue and West Tower Avenue and the western portion of Coronado Avenue
north of Blocks 10 and 11. Main Street frontage improvements, including landscaped parkways and Bay
Trail improvements adjacent to the Phase 1 and Phase 2 areas described above, would be constructed during
Phase 2. Flood protection and park improvements would be installed along the western edge of Site A on
Parcel 19 just north of the Seaplane Lagoon.
Phase 3
Phase 3 would involve the construction of buildings, parks, streets, and utilities south of West Atlantic,
between Main Street on the east and the Seaplane Lagoon on the west, as well as between Pan Am Way
and Firebirds Street. Installation of underground utilities and street surface improvements would include
the southern portions of Orion Street and Ardent Way, and Ferry Point Way from West Atlantic to the
southern edge of Site A; Marilyn York Way from Pan Am Way to the west; and Firebirds Street. Main
Street frontage improvements adjacent to the Phase 3 areas, would be constructed during Phase 3.
Phase 3 would also include construction of the flood protection improvements and waterfront park along
the eastern edge of the Seaplane Lagoon, from West Atlantic to the south of Site A, covering approximately
275 lineal feet; as well as construction of the approximately 0.54 -acre park on Parcel 12. In addition, the
approximately 1.15 -acre neighborhood park space along West Atlantic would be constructed during this
phase.
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I, the undersigned, hereby certify that the foregoing Ordinance was duly and
regularly adopted and passed by the Council of the City of Alameda on the 18th day of
July, 2017, by the following vote to wit:
AYES: Councilmember Ezzy Ashcraft, Matarrese, Oddie and Vella -
4.
NOES: Mayor Spencer — 1.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official
seal of said City this 19th day of July, 2017.
Lara Weisiger, City Jerk
City of Alameda
FT►I•U*� � 69 =1
Janet C. Kern, City Attorney
City of Alameda