Report 1 PDF
Report 1 PDF
Report 1 PDF
0 . a HO
CITY OF OAKLAND
TO:
SUBJECT:
AGENDA
REPORT
NOV 20 PH 2> 53
HENRY L. GARDNER
INTERIM CITY ADMINISTRATOR
F R O M : Doug Cole
City Administrator
Approval
Date
COUNCIL DISTRICT: #3
RECOMMENDATION
Staff recommends that the City Council adopt the following legislation:
1) An Ordinance Authorizing the City Administrator to Negotiate and Execute a Third
Amendment to the Army Base Gateway Redevelopment Project Lease Disposition
and Development Agreement with Prologis CCIG Oakland Global, L L C
("Developer") Substantially in Conformance with the Attached Term Sheet, Without
Returning to the City Council, to: (1) Divide the Central Gateway Between
Developer Affiliates Prologis, L.P. ("Prologis") and CCIG Oakland Global, L L C
("CCIG"); (2) Exclude from the Central Gateway Ground Lease an Approximately
14.63-Acre Parcel known as MH-1; (3) Change the Central Gateway Lessee to
Prologis; (4) Negotiate and Execute a New Ground Lease with CCIG for the MH-1
Parcel; (5) Provide the Option to Lease the East Gateway Parcels, C E l and CE2, in
Separate Phases; and (6) Amend the Leases as Necessary to Reflect the Term Sheet
2) Resolution Authorizing the City Administrator to Negotiate and Execute, Without
Returning to the City Council, a Rail Access Agreement and Related Agreements
with the Port of Oakland for a Term up to 66 Years, to Enable Shared Rail Access
for the City's Development at the Former Oakland Army Base
3) An Ordinance Authorizing the City Administrator to Negotiate and Execute,
Without Returning to the City Council, an Amendment to the Lease between the
City and Port of Oakland for Berth 9 Dated June 28,2013 to Extend the Term up to
March 2020, Expand the Use and Lease Premises, and Include Additional Related
Amendments
4) Ordinance Authorizing the City Administrator to Negotiate and Execute, Without
Returning to the City Council, an Agreement and Related Lease and Sublease with
CCIG Oakland Global, L L C and/or Caltrans, Regarding Caltrans': (1) Move from
the West Gateway at the Former Oakland Army Base to City-Owned Land at the
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Base Commonly Known as MH-1; and (2) Sublease from the City of Berth 9 at the
Port Of Oakland
5) An Ordinance Authorizing the City Administrator to Negotiate and Execute,
Without Returning to the City Council, an Amendment to the Memorandum of
Agreement with the East Bay Municipal Utility District and CCIG Oakland Global,
LLC, Substantially in Conformance with the Attached Term Sheet, Relating to
Property Rights, Timing and Construction of Engineers Road in the Former
Oakland Army Base
EXECUTIVE SUMMARY
On October 23, 2012, the City entered into a Lease Disposition and Development Agreement
("LDDA") with Prologis CCIG Oakland Global, LLC ("Developer") for the development of
approximately 140 acres of the Gateway Development Area at the former Oakland Army
Base ("OAB"). The Developer entity is a joint venture consisting of CCIG Oakland Global,
LLC, a California limited liability company ("CCIG") and Prologis, L.P., a Delaware limited
partnership ("Prologis"). The LDDA currently-contemplates development of the West
Gateway by a CCIG affiliate; development of the East Gateway by a Prologis affiliate; and
development of the Central Gateway by the CCIG/Prologis joint venture. Additionally, the
LDDA requires the City to construct certain public infrastructure and site improvements
("Public Improvements") and to make the Port's rail yard available to support vertical
development and is a pre-condition to the takedown of property within the Central, East,
North, West Gateways and Ancillary Maritime Services ("AMS") site.
The City and Developer have cooperated in re-sequencing the Public Improvements to
accelerate delivery of all City portions of the OAB, except Central Gateway, which has
additional geotechnical work required. Developer has requested that the LDDA be amended
to allow the Central Gateway be divided between CCIG and Prologis. Prior to delivery of the
Public Improvements on the Central Gateway, CCIG proposes to directly lease a 14.63-acre
portion of the Central Gateway (MH-1), and sublease that property to Caltrans for an interim
period. With an alternative location available, Caltrans would be able to relocate its operations
related to the deconstruction of the Bay Bridge off the West Gateway and allow CCIG an
early take-down of the West Gateway Lease. Caltrans, however, requires use of the Portowned Berth 9 Area, which is adjacent to MH-1 and provides access to the water, to be fully
functional at the new location. Therefore the City also seeks to amend its lease with the Port
for the Berth 9 Area to extend the term and include Caltrans' operations among the allowed
uses. This arrangement is integral to the re-sequencing of site improvements away from the
Central Gateway to enable an earlier delivery of the East and North Gateway areas and the
AMS site than originally scheduled.
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The City is constructing the Public Improvements with an award of approximately $176.3
million from the Trade Corridor Improvement Fund ("TCIF") and additional City funds,
including the anticipated land sales proceeds from the sale of the North Gateway parcels. The
TCIF grant agreement obligates the City to match the TCIF funds prior to June 2020 with
local, federal, or private investments in the OAB. The bulk of the match is sourced from the
private improvements on the OAB.
The original schedule for completing the Public Improvements called for the delivery of the
East Gateway and Central Gateway by the fourth quarter of 2016, and the delivery of the
North Gateway and AMS site prior to the end of the second quarter of 2017. The Central
Gateway, however, has more environmental and geotechnical issues than can be addressed
with existing funding. Re-sequencing the Public Improvements, as described in this report,
would enable earlier delivery of the North Gateway and AMS site during the third quarter of
2016. It would also enable the development of at least a portion of East Gateway (parcel CEl)
during the third quarter of 2016, with an option to delay the remaining parcel (parcel CE2),
depending on the geotechnical site costs, which are currently being evaluated. CCIG intends
to take down the West Gateway Lease in 2015 prior to the completion of Public
Improvements and to assume the responsibility for completion of such improvements on site.
To allow CCIG to take down the West Gateway Lease, the City must relocate Caltrans as
discussed above and also enter into a Rail Access Agreement with the Port.
OUTCOME
Dividing the Central Gateway enables the relocation of Caltrans' bridge deconstruction
operations and, along with the Rail Access Agreement, accelerates the development of the
West Gateway. Deferring site improvements in the Central Gateway allows the re-sequencing
of Public Improvements which facilitates earlier delivery of the East and North Gateways and
AMS site. Collectively, these actions help ensure that the City is able to meet the City/Port
TCIF match requirements and advance return benefits to operators, the City and region.
Additionally, in order to facilitate development of the North Gateway, the City and East Bay
Municipal Utilities District ("EBMUD") will need to amend the terms of an existing
Memorandum of Agreement ("MOA").
BACKGROUND/LEGISLATIVE HISTORY
The City has entered into or is negotiating the following agreements to enable the
development of the OAB.
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consisting of City site preparation work and backbone infrastructure, Segment 4, Private
Improvements consisting of recycling facilities, and Segment 5, Private Improvements
consisting of trade and logistics facilities. While the City Project excludes Segments 2 and 6,
which consist of rail improvements to be delivered by the Port of Oakland, both Segments 2
and 6 rail access and storage yard improvements are necessary to serve the City's Project.
The grant agreement requires the City to match the TCIF award with at least an equal amoimt
of local, federal, or private investment in the OAB. As currently planned, the City is
constructing the Public Improvements with the TCIF grant money to leverage private
investment to provide most of the match funding required by the grant agreement. Per the
LDDA, the City is responsible for constructing the Public Improvements, which include the
following components: (a) environmental remediation, (b) backbone infrastructure
improvements necessary to serve the City's Gateway Development Area, (c) geotechnical site
preparation to address settlement and liquefaction, and (d) wharf improvements conditioned
upon the receipt of additional fimding. Once the Public Improvements are completed, the City
will be able to effect the following transactions:
Sell the North Gateway under a separate Disposition and Development Agreement
(not part of this LDDA) for development of recycling facilities
Lease the AMS site to OMSS for development of a truck services center under a
separate LDDA approved by Council (not part of the LDDA)
Lease the West Gateway to Developer affiliate CCIG for development of a breakbulk terminal
Lease the East Gateway to Developer affiliate Prologis for development of trade
arid logistics uses
Lease the Central Gateway to Developer for development of trade and logistics
uses (contingent upon securing additional to fund additional environmental
remediation and site preparation)
The TCIF grant agreement further requires the City to provide the state with a final report on
the Public Improvements prior to April 16, 2019 and a final report on the Private
Improvements prior to June 30, 2020. To have these reports ready in time, the Public and
Private Improvements must be completed at least six months prior to each report's due date.
Design-Build Contract and Mid-Project Budget Revision
In October 2013, CCIG, on behalf of the City, executed a Design-Build Contract with a jointventure general contractor for construction of the Public Improvements. The Design-Build
Contract includes a Guaranteed Maximum Price ("GMP") for completion of the Public
Improvements. The original schedule for the Public Improvements called for the delivery of
the Central and East Gateways by the fourth quarter of 2016, the North Gateway and AMS
site prior to the end of second quarter of 2017.
^
^
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Since construction began in November 2013, the environmental and geotechnical issues are
more expensive than anticipated, particularly in the Central Gateway, and cannot be addressed
under the GMP with existing funding. While there are also geotechnical issues in the East
Gateway, these have more to do with City/Port edge conditions which are currently under
investigation. They are more manageable and can be dealt with using resources originally
intended for the Central Gateway. Nonetheless, it is prudent to have the option to divide the
East Gateway into two parcels, to allow at least a portion of the East Gateway to get under
development earlier.
Under the terms of the LDDA, Developer has agreed to the Mid-Project Budget Revision resequencing, which will be accomplished through a series of change orders within the existing
GMP and existing sources for funding. The Mid-Project Budget Revision essentially
reallocates site improvements away from the Central Gateway towards the East and North
Gateways. While the Central Gateway would be deferred until additional funding becomes
available, under the Mid-Project Budget Revision delivery of the East, and North Gateways
and the AMS site would be accelerated to the end'of the second quarter of 2016.
West Gateway Lease
Another crucial component of the Mid-Project Budget Revision and leveraging sufficient
private investment to help the City meet the City/Port TCIF match obligation is CCIG's early
take down of the West Gateway Lease (i.e., before completion of the Public Improvements).
CCIG is prepared to take down the West Gateway Lease consistent with the terms of the
Lease attached as an exhibit to the LDDA. CCIG is willing to waive certain conditions
precedent, such as the completion of the Public Improvements (which include wharf
improvements), and elect to construct the wharf improvements and complete approximately,
$500,000 of Site Preparation Work, which is the City's obligation under the existing LDDA.
All Public Improvements to be completed by CCIG would continue to be subject to the terms
of the Public Improvements Construction Jobs Policy. Under the existing lease terms, CCIG's
election to build the wharf improvements provides deferral of rental payments for two years
during which time CCIG will be designing, permitting and building those improvements.
Taking down the Lease prior to completion of the Public Improvements would accelerate the
start of this two year period. If needed to complete the Rail Access Agreement with the Port,
the City may need to amend the West Gateway Lease to remove the exclusive right to the
portion of the rail needed for the Port's rail yard and make other corresponding changes as a
result of the Rail Access Agreement, as discussed below.
To enter into the lease with CCIG for the West Gateway, the City needs to (a) complete a Rail
Access Agreement with the Port and (b) relocate Caltrans off the West Gateway, both of
which are discussed below.
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Rail Access Agreement: The City and the Port previously executed an Oakland Army Base
Amended and Restated Cost Sharing Agreement (the "CSA"). The CSA requires the City and
Port to enter into a Rail Access Agreement regarding the City's access to the Port's rail yard
and provision of rail services. Consi'^tent with provisions under the CSA, the Rail Access
Agreement would provide the City with rights to use the rail yard currently being constructed
by the Port as their element of the TCIF Project. The Rail Access Agreement will grant the
City rights to 50% of the rail yard capacity for at least 20 years and first come-first serve
rights thereafter.
A portion of the West Gateway property which the City has agreed to groimd lease to CCIG
under the LDDA includes land east of Wake Avenue slated for rail to be constructed and paid
for by CCIG. The Port has requested an easement over this area ("Rail Easement"). The Port
needs the Rail Easement for its Port rail yard operations, and the City needs an operating Port
rail yard for its development. Because the Rail Easement constitutes a portion of the West
Gateway Lease premises, if the City gives the Port its requested Rail Easement, the City
would need CCIG to relinquish its exclusive right to that portion of the West Gateway
premises for the Rail Easement. In that event, the City would also be required to fund
construction of the rail improvements totaling approximately $1.7 million and give CCIG an
annual rent reduction of approximately $23,000/year. Those sums collectively equate to a net
present value impact of approximately $2.1 million. As a result, staff is looking for
opportunities to provide the Port with what it needs under equal and similar terms under the
CSA. These commitments will be memorialized in the Rail Access Agreement and/or West
Gateway Lease.
Caltrans Relocation: Caltrans has a construction easement on the West Gateway, which
remains in effect until Caltrans completes deconstruction of the Bay Bridge. Caltrans
originally anticipated this effort would take until 2016, but now needs potentially up to five
more years. As a result, the City would enter into an interim lease with CCIG to move
Caltrans to MH-1 and Berth 9 under a sub-lease arrangement. The sooner Caltrans is able to
vacate the West Gateway, the earlier CCIG will be able to take down the West Gateway
ground lease to begin to construct the West Gateway development, which will enable the City
to meet a significant portion of the City's City/Port TCIF match obligation.
To realize an earlier vacation date, CCIG proposes that the City enter into a three-way
agreement in which 1) Caltrans agrees to terminate its construction easement at the West
Gateway, 2) the City agrees to enter into an interim lease with CCIG for MH-1, a 14.63-acre
portion of the Central Gateway, and a sublease for Berth 9 for three years with two one-year
options, and 3) CCIG enters into a sublease with Caltrans in which CCIG agrees to build out
the site for Caltrans. Under the terms of this agreement, CCIG would assume the costs of the
site preparations for MH-1 and Berth 9 to serve Caltrans, currently estimated at approximately
$9 million, the cost of which would be amortized by Caltrans through rental payments over'
the first three years to be prepaid to CCIG by Caltrans. To the extent that Caltrans exercises
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its option to extend the lease, the additional lease revenues under years 4 and 5 not needed to
reimburse CCIG's costs would go to the City and may be credited towards the City Public
Improvements required for site preparation of the MH-1 site, thereby reducing the amount of
prepaid rent credit owed to CCIG.
Central Gateway and East Gateway Leases
Developer proposes to divide the Central Gateway into two parcels: (1) the MH-1 parcel to be
leased by CCIG, and which may be used for commodities export, consistent with the West
Gateway uses; (2) the remainder parcel to be leased to Prologis for the trade and logistics
uses. To facilitate the Mid-Project Budget Revision and earlier delivery of the remainder of
the OAB development areas, CCIG has proposed to pay for the site preparation work at MH-1
and West Gateway, totaling approximately $4.86,million, which amount will be reimbursed
through prepaid rent to the extent the City does not procure additional third party funds.
Allowing MH-1 to be used as a commodities export use, consistent with the remainder of the
West Gateway, would mean a change in lease terms to increase the lease and tariff revenues
for the City. Dividing the site requires allocation of responsibilities as shown in the term
sheet. The City also proposes to preserve an option to divide the East Gateway lease into two
parcels. This would allow the City and Prologis to proceed with development of CEl first, in
the event the geotechnical costs for CE2 exceed the GMP and no additional funding is
available to address those costs.
East Bay Municipal Utilities District (EBMUD) Memorandum of Agreement
Relocation of Recycling Facilities or Recyclers (CWS and CASS) from their respective West
Oakland locations onto the former OAB within the North Gateway area requires the creation
of two parcels large enough to accommodate both Recyclers totaling approximately 24 acres,
including 1.6-acres to be acquired from the Port of Oakland. In order to facilitate development
of the parcels, the City, CCIG Oakland Global, LLC, and EBMUD executed the MOA which
contemplated the following major activities:
1.
2.
3.
4.
5.
6.
To effectuate the MOA terms, it was necessary to secure the approval of Burlington Northern
Santa Fe ("BNSF") railroad to relocate its existing rail easement in order to widen Engineers
Road within the existing BNSF easement. After multiple good faith collective efforts by the
City, CCIG and the Port, BNSF nevertheless has refused to relocate its easement.
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Accordingly, it is now necessary to amend the MOA. To enable the City to meet its goal of
relocating the Recyclers to the OAB in the North Gateway, the amendment would allow for
the relocation of Engineers Road onto EBMUD property.
The revised term sheet for the amendment to the existing MOA addresses re-assigned
responsibility for the following: Encroachment (Real Estate ROW); Re-Design; Demolition;
Construction; and Re-Approval of Rail Road Crossings, all of which represent an increase in
City costs, from approximately $2 million, which was funded, to approximately $4.5 million,
for which additional funding will be needed to reallocate or new funding secured. Staff is
currently in the process of finalizing responsibility and associated costs that would enable the
Project (to move forward as originally proposed and enable the timely relocation of both
recycling facilities within the North Gateway area.
ANALYSIS
Under the TCIF grant agreement, the City is allowed to undertake the Project using its own
documented management, project delivery procedures and practices. To better position the
City to complete the Project and meet the deadlines set forth in the TCIF grant agreement, the
City and the Developer have agreed to a Mid-Project Budget Revision, which re-sequences
Phases 1 and 2 of the Public Improvements (currently referenced as funded "above the line"
and not funded "below the line" scopes of work covered by the GMP of the Design Build
Contract). The final budget revision for the re-sequenced Phase 1 must remain within the
GMP and sources of funds currently available, and the sources and uses must balance. There
are no additional monies required of the City.
The re-sequencing of the completion of the Public Improvements is necessitated by the
shortfall in funds to do the geotechnical site preparation on the Central Gateway. That work,
currently estimated to cost approximately $25 million to $30 million, will have to wait imtil
additional grant funds are available. Given the shortfall, it is prudent to focus on completing
work in the North and East Gateways, where it is anticipated that the necessary site
preparation work can be completed with the funds in hand.
The North Gateway and AMS development sites will continue to be rough graded as part of
Phase 1. The West and Central Gateways will be rough graded as part of Phase 1 but
geotechnical site preparation work on those areas will be re-sequenced to Phase 2, to the
below the line GMP. Resources will be directed instead toward Site Preparation Work on the
East Gateway to accelerate its delivery. Prologis is actively designing and marketing two
major logistics warehouse developments, totaling approximately 450,000 square feet that will
be built on the East Gateway, which could be underway with construction in mid to late 2015.
If geotechnical costs for remediating the entire East Gateway exceed the GMP, then the City
v^dll divide the East Gateway into two leases to allow Prologis to proceed with C E l in
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advance of CE2. This reallocation/re-sequencing will not delay delivery of the West Gateway
but will help to advance delivery of the North Gateway and AMS site for development. The
cost of the Private Improvements on the delivered sites will satisfy the match funding required
by TCIF.
The relocation of Caltrans from the West Gateway to the now delayed Central Gateway opens
the way for the early take down of the West Gateway Lease by CCIG. CCIG's agreement to
pay for and construct the geotechnical site improvements on MH-1 and the West Gateway
will allow the re-sequencing to proceed and also allow private development on the West
Gateway to proceed without the need to seek third party fimds. CCIG will be repaid through
prepaid rent, unless the City is able to secure third party funds. The early takedown of the
West Gateway Lease, enabled by the relocation of Caltrans, would position the City to secure
the entire required TCIF private investment match in one development and get to revenue
years earlier than originally planned.
The parties are negotiating the general terms of the requested LDDA amendment that are
attached hereto as Attachment B ("LDDA Amendment Term Sheet"). While the Term Sheet
sets forth the City's preferred provisions for the LDDA Amendment, the City and Developer
have not reached final agreement on some of the terms set forth in the Term Sheet for the
Third Amendment to the LDDA. Staff is seeking authorization for the City Administrator to
negotiate and reach mutual resolution with the Developer on the final terms of the Term
Sheet, and execute the Third Amendment to the LDDA consistent with the negotiated final
terms, without returning to City Council.
Staff also asks Council to authorize the City Administrator, without returning to Council, to
negotiate and execute the Rail Access Agreement; an agreement among the City, Caltrans and
CCIG, and related leases or subleases related to the existing Caltrans easement. Berth 9 and
MH-1; and an amendment to the Memorandum of Understanding with EBMUD pursuant to
terms attached hereto as Attachment C ("EBMUD MOA Amendment Term Sheet") - all of
which collectively will facilitate advancement of the Project and enable that City to meet the
City/Port TCIF match obligations within the required time limits.
COORDINATION
The Oakland Army Base Project Implementation staff with direction from the City
Administrator and legal advice provided by the City Attorney's Office negotiated with
Developer and Developer affiliates Prologis and CCIG on the terms of the LDDA
Amendment and Mid-Project Budget Revision, with the Port on the terms of the Rail Access
Agreement and the amendment to the lease for the Berth 9 Area, and with EMBUD on the
terms of the amendment to the MOA. This report has been reviewed by the City Attorney's
Office and by the Budget Office.
J
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COST SUMMARY/IMPLICATIONS
The Project lacks the fimding to address all of the environmental and geotechnical
remediation required to deliver the Central Gateway for the use contemplated under the
Master Plan. The Mid-Project Budget Revision re-sequencing is revenue and cost neutral
while it advances the delivery of Public Improvements that would help the City meet its
obligations under the TCIF grant agreement. Staff, however, requires assistance from the City
Attorney's Office to help negotiate, draft and review the various amendments, leases and
agreements. These additional legal costs will be covered with Project lease revenues.
Advancing delivery of the various development parcels through the Mid-Project Budget
Revision and amendments to related agreements will also assist in generating earlier land
sales proceeds and longer term and applicable tariff and lease revenues from the East, North,
West Gateway Areas, MH-1 and the AMS site.
*
The Oakland Army Base Project currently has funds available in OBRA Environmental
Remediation Fund (5673) Oakland Army Base Redevelopment Org (85244) Project
(0000000), Joint Infi-astructure Development Fund (5672) CIP Oakland Army Base Org
(94879) Project (C415720), and OBRA Leasing & Ufility Fund (5671) Oakland Army Base
Redevelopment Org (85244) Project (C466910) for the construction of Engineers Road.
Additional grant funding may be required to address the encroachment of Engineer's Road
onto EBMUD property, which may require Engineers Road to be public versus private.
SUSTAINABLE OPPORTUNITIES
Economic: The more quickly the City can deliver sites at the OAB for private development,
the more quickly the sites will start generating revenue for the City. In addition, the private
development has the potential to create thousands of construction and permanent jobs for
Oakland residents and multi-million dollar contracting opportunities for local businesses.
Environmental: The Project will use, to the greatest extent possible, best management
practices that not only reduce health and safety impacts to local residents, but also aim
towards improving air quality, safe pedestrian and bike access , reduce water usage, and use
alternative energy options to the extent they are commercially viable to reduce green-house
gas emissions.
Social Equity: The development and operation of the Project are subject to Jobs Policies,
which address the City's commitment to social equity by way of jobs for local residents,
contracts for local businesses, and quality of life improvements for West Oakland residents
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CEOA
An Environmental Impact Report (EIR) was certified in 2002 when the Oakland Army Base
Area Redevelopment Plan was adopted. An Initial Study/Addendum (IS/Addendum) was
prepared in 2012 for the current OAB master plan, which includes the project. The City
Council approved the master plan in conjunction with the LDDA with Prologis CCIG
Oakland Global, L L C The environmental analysis identified significant and unavoidable
environmental impacts related to transportation, air quality, cultural resources, visual effects,
and biological resources. The environmental analysis contains a number of standard
conditions of approval and mitigations measures to reduce the potential impacts of the project.
The City Council adopted the standard conditions of approval and mitigation measures in
2012. On July 16, 2013, the City Council approved adding to the standard conditions of
approval and mitigation measures two mitigation measures. Mitigation 4.4-3b (West Gateway
Rail and Maritime Emissions Reduction Program) and Mitigation PO-1 (Stakeholder Review
of Air Quality and Trucking Plans).
Since the approval of the Initial Study/Addendum in 2012, none of the circumstances that
require a supplemental or subsequent EIR pursuant to CEQA Guidelines Section 15162 have
occurred; specifically:
There are no substantial changes proposed in the project which would result in new
significant environmental effects or a substantial increase in the severity of previously
identified significant effects;
There are no substantial changes with respect to project circumstances which would
result in new significant environmental effects or a substantial increase in the severity
of previously identified significant effects; and
Since none of the circumstances described above have occurred since 2012, CEQA requires that
no further supplemental or subsequent EIR shall be prepared to amend the general terms of the
LDDA and enter into the agreements above.
1
The 2002 EIR and 2012 Addendum are available in the City Planning offices located at 250
Frank H. Ogawa Plaza, Suite 3315, and on the City's website at
http://www2.oaklandnet.eom/Govemment/o/PBN/OurServices/Application/DOWD009157.
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For questions regarding this report, please contact John Monetta, Project Manager, at (510)
238-7125.
Respectfully submitted.
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December 2, 2014
ATTACHMENT A
Attachment 6
Scope of Development for the Public Improvements
The future vertical development of the OAB requires improvements to the underlying land and
infirastructure before vertical improvements can be realized. Vertical improvements are
dependent upon the land being retrofitted along with new underground utilities and new onsurface roads and improvements. Vertical development, defined as buildings and above-ground
structures, requires the following improvements at, large and by Gateway Area. The
improvements described in further detail in the April 2, 2012 Oakland Army Base Master Plan
Design Set, as amended from time to time. The definition of Public Improvements for the
purposes of the LDDA expressly excludes "Materials Handling Operations" as that term is
defined in the Property Management Agreement.
At Large/Applicable to Lease Property.
Deconstruction/demolition of the existing improvements on the Lease Property.
Import of clean fill material, with compaction to standards recommended by the Geotechnical
Engineer, to raise the existing roadways to a new elevation (rough pad) that conforms with
current drainage regulations.
New drainage piping to accept surface rain water and channel it to'outfalls to the Bay including
enlargement of some of the outfalls.
New recycled water piping to serve the landscaping throiighout the site, if such water is made
available to the North Gateway by EBMUD.
New on-site and off-site road work, including but not limited to building a new realigned Burma
Road both east and west of Maritime Avenue, to rebuild Maritime Avenuefi-omEngineer's Road
to the south at the intersection of 7*'' Street including new signal improvements at intersections,.
New on-site street lighting for the roads mentioned above including new electrical improvements
to serve the lights;
New on-site traffic signals for the roads mentioned above including new electrical improvements
to serve the signals. ^
New domestic water piping to serve the vertical development for both domestic use and fire
protection.
New sanitary sewer piping to serve the vertical development including pump stations due to low
elevations of the system.
New electrical conduits, duct banks, conductors, vaults and switches to distribute power to
vertical development and road related improvements.
Attachment 6-1
New conduits and vault boxes for communication systems to facilitate connectivity for phones
and IT systems.
New public safety features such as sidewalks, ramps, and crosswalks to facilitate pedestrian and
bike mobility through the site.
Rail crossings, including the required gates and other structures, at the realigned Wake Avenue
, and West Burma Road.
Implementation of Mitigation Measures 3.16-1 through 3.16-33, inclusive, and related Standard
Conditions of Approval as set forth in the Standard Conditions of Approval and Mitigation
Monitoring and Reporting Program for the EDR. Addendum for the 2012 OARB Project.
East Gateway
Import of clean fill material, with compaction to standards recommaided by the Geotechnical
Engmeer, to raise the existing site to a new elevation (rough pad) that conforms with current
drainage regulations.
Remediation of existing sand fill layer on the site to lessen fiiture liquefaction during seismic
events.
Remediation of existing native subsoil (Bay mud) to densify the material to lessen differential
settlement and displacement of buildings.
New drainage piping to accept surface rain water and chaimel it to outfalls to the Bay including
enlargement of some of the outfalls.
^
New recycled water piping to serve the landscaping throughout the site, if such water is made
available to the North Gateway by EBMUD,
New road work to rebuild Maritime Avenue and construct a new East Burma Road.
New street lighting for the roads mentioned above including new electrical improvements to
serve the lights.
New traffic signals for the roads mentioned above including new electrical improvements to
serve the signals.
New domestic water piping to serve the vertical development for both domestic use and fire
protection.
New sanitary sewer piping to serve the vertical development including pump stations due to low
elevations of the system.
New electrical conduits, duct banks, conductors, vaults and switches to distribute power to
vertical development and road related iinprovements.
Attachment 6-2
New conduits and vault boxes for communication systems to facilitate connectivity for phones
and IT systems.
New public safety features such as sidewalks, ramps, and crosswalks to facilitate pedestrian and
bike mobility through the site.
Completion of contamination remediation RAP/RMP on subsoils by City and Port.
Grading and drainage work to facilitate construction of new rail tracks and related equipment to
be constructed by the Developer.
Central Gateway
Import of clean fill material, with compaction to standards recommended by the Geotechnical
Engineer, to raise the existing site to a new elevation (rough pad) that conforms with current
drainage regulations.
Remediation of existing sand fill layer on the site to lessen future liquefaction during seismic
events.
Remediation of existing native subsoil (Bay mud) to densify the material to lessen differential
settlement and displacement of buildings.
New drainage piping to accept surface rain water and channel it to outfalls to the Bay including
enlargement of some of the outfalls.
New recycled water piping to serve the landscaping throughout the site, if such water is made
available to the North Gateway by EBMUD.
New road work to rebuild Maritime Avenue and construct a new West Burma Road.
New street lighting for the roads mentioned above including new electrical improvements to
serve the lights.
New traffic signals for the roads mentioned above including new electrical improvements to
serve the signals.
New domestic water piping to serve the vertical development for both domestic use and fire
protection.
New sanitary sewer piping to serve the vertical development including pump stations due to low
elevations of the system.
New electrical conduits, duct banks, conductors, vaults and switches to distribute power to
vertical development and road related improvements.
New conduits and vault boxes for communication systems to facilitate connectivity for phones
and IT systems.
Attachment 6-3
New public safety features such as sidewalks, ramps, crosswalks and rail crossing gates to
faciUtate pedestrian and bike mobiHty through the site.
Completion of contamination remediation RAP/RMP on subsoils by City and Port.
Grading and drainage work to faciUtate construction of new rail tracks and related equipment.
Reconstruction of storm water outfalls to the Bay to facilitate receipt of increased size of drain
piping and related water flow.
West Gateway
Import of clean fill material, with compaction to standards recommended by the Geotechnical
Engineer, to raise the existing site to a new elevation (rough pad) that conforms with current
drainage regulations.
Remediation of existing sand fill layer on the site to lessen liquefaction during seismic events.
Remediation of existing native subsoil (Bay mud) to densify the material to lessen differential
settlement and displacement of buildings.
New drainage pipuig to accept surface rain water and chaimel it to outfalls to the Bay including
enlargement of some of the outfalls.
New recycled water piping to serve the landscaping throughout the site, if such water is made
available totiieNorth Gateway by EBMUD.
'
(
New road work to rebuild Maritime Avenue and construct a new West Burma Road.
New street lighting for the roads mentioned above including new electrical improvements to
serve the lights.
New traffic signals for the roads mentioned above including new electrical improvements to
serve the signals.
New domestic water piping to serve the vertical development for both domestic use and fire
protection.
New sanitary sewer piping to serve the vertical development including pump stations due to low
elevations of the system.
New electiical conduits, duct banks, conductors, vaults and switches to distribute power to
vertical development and road related improvements.
New conduits and vault boxes for commimication systems to facilitate coimectivity for phones
and IT systems.
^
New pubUc safety features such as sidewalks, ramps, crosswalks and rail crossing gates to
facilitate pedestrian and bike mobility through the site.
Attachment 6-4
New street lighting for the roads mentioned above including new electrical improvements to
serve the Ughts.
New off-site domestic water piping to serve the vertical development for both domestic use and
fire protection.
\
^
New off-site sanitary sewer piping to serve the vertical development including ptmip stations if
needed due to low elevations of the system.
New off-site electrical conduits, duct banks, conductors, vaults and switches to distribute power
to the North Gateway for road improvements and future vertical development.
New conduits and vault boxes for communication systems to facilitate connectivity for phones
and rr systems.
New public safety features such as sidewalks, ramps, crosswalks and the rail crossing gates and
other Rail crossing safety measures at the intersection of the realigned Wake Avenue and
Attachment 6-5
Engineers Road, as called for in the EBMUD MOA to facilitate vehicular, pedestrian and bike
mobility through the North Gateway. This includes rebuilding that portion of Engineers Road on
EBMUD propaiy necessary for a safe rail crossing.
Completion of contamination remediation RAP/RMP on subsoils by City and Port.
Grading and drainage work to facilitate conshoiction of new rail tracks and related equipment.
AMS Site (For avoidance of doubt, the Completion of the Public Improvements allocated solely
to the AMS Site shall not be a condition precedent to the City or Developer's obligation to Close
Escrow with respect to any Phase.)
All of the following improvements shall be designed and constructed in consultation with
any party with a contractual interest in leasing the AMS Site.
Import of clean fill material, with compaction to standards recommended by the Geotechnical
Engineer, to raise the existing site to a new elevation (rough pad) that conforms with current
drainage^regulations.
Remediation of existing sand fill layer on the site to lessen liquefaction during seismic events.
Remediation of existing native subsoil (Bay mud) to deiisify the material to lessen differential
settlement and displacement of buildings. New drainage piping to accept surface rain water and
channel it to outfalls to the Bay including enlargement of some of the outfalls.
New recycled water piping to serve the landscaping throughout the site, if such water is made
available to the AMS Site by EBMUD.
New road work to build a new Wake Avenue, consistent with the reqvurements in the EBMUD
MOA.
New street lighting for the roads mentioned above including new electrical improvements to
serve the Hghts.
New off-site domestic water piping to serve the vertical development for both domestic use and
fire protection.
'
New off-site sanitary sewer piping to serve the vertical development including pump stations if
needed due to low elevations of the system.
New off-site electrical conduits, duct banks, conductors, vaults and switches to distiibute power
to the AMS Site for road improvements and future vertical development.
New conduits and vault boxes for communication systems to facilitate coimectivity for phones
and IT systems.
New public safety features such as sidewalks, ramps, crosswalks and the rail crossing gates and
other Rail crossing safety measures at the intersection of the realigned Wake Avenue and
Attachment 6-6
Engineers Road, as called for in the EBMUD MOA to facihtate vehicular, pedestrian and bike
mobility throng the AMS Site. This includes rebuilding that portion of En^neers Road on
EBMUD property necessary for a safe rail crossing.
Completion of contamination remediation RAP/RMP on subsoils by City and Port.
Grading and drainage work to facilitate construction of new rail tracks and related equipment.
Attachment 6-7
ATTACHMENT B
Term Sheet
Third Amendment to Lease Disposition and Development Agreement ("LDDA")
, Oakland Army Base
December 2,2014
Item
1. Parties
2. Modifications to LDDA
3. Modiflcations to City
Spending Priorities for
Additional Funds
Terms
(Unless otherwise noted, capitalized terms are as defined
in the LDDA)
City of Oakland ("City"), Prologis CCIG Oakland Global,
LLC ("Prologis/CCIG"), Oakland Bulk and Oversized
Terminal, LLC ("OBOT")
The LDDA, including but not limited to the conditions
precedent to closing and lease forms, shall be modified as
appropriate to reflect these terms.
Generally Applicable Terms
The Developer commitment of $25.9M towards Wharf
Improvements may be spent by Developer on Wharf
Improvements or Rail Improvements and shall be deemed
satisfied upon the satisfaction of the City's matching
obligation under the TCIF Funding Agreement.
The spending priority would be revised as follows:
a. 100% to the Pre-Closing Off-Site Improvements;
then
b. 100% to the completion of (A) the Site Preparation Work
for the CE2 portion of the East Gateway and the Site
Preparation Work for the New Central Gateway Lease Area
(collectively, the "Prologis Site Work"), (B) the City's
contingent $22M obligation toward the Wharf Improvements
("Contingent Wharf Improvements"), and (C) the Waived
Improvements (each $1.00 applied to this tier shall be applied
1/3 to each scope of work).
The funds allocated to Prologis Site Work would be applied
first to the East Gateway and then to the New Central
Gateway Lease Area.
The City's contribution of $22M, towards Wharf
Improvements remains contingent on finding third party funds
and may be spent by Developer on Wharf Improvements and
other West Gateway Improvements (subject to any third party
funding restrictions).
Amend the Property Management Agreement to include a fee
and reimbursement of third party expenses payable to CCIG
as compensation for its future time, efforts and costs
necessary to pursue and secure Additional Funds for the
project. The amount of the fee is to be negotiated, but to be
based on actual time and expenses and subject to an agreed
upon not to exceed amount.
4. Modification to Public
Improvements Schedule of
Performance/Outside
Closing Date
5. Soil Use/Relocation
The City shall have the right to extend the existing Notch and
Sliver Lease with the Port through December 31, 2019.
10. Additional Funds related To the extent that the West Gateway Lease or the MH-1
to Remediation of Hazardous Lease is taken down with Waived Improvements and the City
secures new third party public funds related to the
Materials on OAB
remediation of Hazardous Materials on OAB, and such funds
are not required for the remediation associated with the City's
delivery of the backbone infrastructure associated with the
Public Improvements or any other on-going City obligations,
the City shall make such funds available to the lessee for
remediation costs in conjunction with the construction of any
said Waived Improvements and Wharf Improverrients (subject
to any terms and conditions of such funding). In no event will
the City be responsible for Regulatory Reopeners associated
with the Wharf Improvements during the term of the lease.
If the East Gateway Lease Area is divided into CE-1 and CE2, all rights and obligations for the East Gateway in the
LDDA and corresponding East Gateway lease form shall be
allocated on a pro rata basis based on acreage and sitespecific information, including the following:
Premises
Permitted Uses*
Minimum Project
Security Deposit
Liquidated Damages
Permitted Title Exceptions
*The lessees for the CE-1 and CE-2 shall have the right to
assign/transfer unused Trade and Logistics square footage
between the two lease areas and the New Central Gateway
Lease Area, subject to otherwise applicable City land use
regulations.
^
If East Gateway Lease is divided, there shall be a crossdefault under LDDA between CE-1 and CE-2 (unless the City
or Developer has exercised its right to terminate as to CE-2 as
The Outside Closing Date for MH-1 shall be the later of (1)
the Outside Closing date as set forth in the MPBR or (2) the
expiration or termination of the existing Caltrans lease of
MH-1.
ATTACHMENT C
Term Sheet
First Amendment to Memorandum of Agreement with East Bay Municipal Utility District
Oakland Army Base
December 2,2014
Item
Parties
Modifications to MOA
General
Terms
(Unless otherwise noted, capitalized terms are as defined
in the LDDA)
City of Oakland ("City") East Bay Municipal Utility District
("EBMUD"), and CCIG Oakland Global, LLC ("CCIG")
The MOA including but not limited to the mitigations and
obligations, shall be modified as appropriate to reflect these
terms and considerations.
App icable Terms and Considerations
With exception to the following terms, the City and EBMUD
are subject to all other obligations in the existing MOA.
Redesign
Acquisition
Demolition
Construction
City to fund the cost for the entire segment of Engineers Road
subject to the availability and qualification of ACTC or other
grant fimding. Construction of Wake Avenue is included
within the existing OAB Project GMP funded from TCIF
grant fimds.
#33907756 vl
2.53
C.M.S.
Improvements; and
WHEREAS, completion of the Public Improvements for each Phase is a condition
precedent to Developer's obligation to close escrow on the Phase; and
WHEREAS, on May 7, 2013 the City and the State of California Department of
Transportation ("State") entered into a Trade Corridor Improvement Fund ("TCIF") Grant
Agreement (the "Grant Agreemenf) to provide the City with $176,341,000 from the TCIF
program for constructing the Public Improvements segment of the TCIF Project (the "Projecf);
and
WHEREAS, the Grant Agreement defines the Project as consisting of Segments 1
(Remediation), 3 (Public Improvements: City Site Prep Work and Backbone Infrastructure:), 4
(Recycling Facilities), and 5 (Private Improvements: City Trade & Logistics Facilities), and
excludes Segments 2 and 6, which consist of rail improvements to be delivered by the Port of
Oakland (Segment 2 of which is required for completion of the Private Improvements); and
WHEREAS, the Grant Agreement requires the City to match the TCIF grant amount
with an equal amount of local, federal or private investment in the Project; and
WHEREAS, the City is relying on the Private Improvements and other public
investments to provide the required match; and
WHEREAS, the City is entering into a Rail Access Agreement with the Port to enable
the Private Improvements; and
WHEREAS, the Grant Agreement requires the City to provide the State with a final
report on the Public Improvements by April 16, 2019, and a final report on the Private
Improvements by June 30, 2020; and
WHEREAS, on October 23, 2012 the City entered into a Property Management
Agreement with Califomia Capital & Investment Group, Inc. as its agent (the "Property
Manager") to provide the City with property management services for the Gateway Development
Area that include contracting for and overseeing the construction of the Public Improvements;
and
WHEREAS, on October 17, 2013, the Property Manager on behalf of the City, executed
a Design-Build Contract with a joint venture contractor for the construction of the Public
Improvements; and
WHEREAS, the Design-Build Contract includes a Guaranteed Maximum Price ("GMP")
which, absent change orders, caps the amount payable under the contract for completion of the
Public Improvements, and
WHEREAS, on October 18, 2013, the City and Developer executed a First Amendment
to the LDDA to clarify certain provisions of the LDDA, including the scope of the Public
Improvements, the funding available for completing them, and the amount of the GMP allocated
to Public Improvements for each Phase; and
WHEREAS, since November 2013, when construction of the Public Improvements
began, more environmental and geotechnical issues have surfaced in the Central Gateway than
can be addressed under the GMP, thereby preventing the City from completing Public
Improvements for the Central Gateway and satisfying a condition precedent to closing escrow on
that Phase; therefore, the City and Developer re-sequenced the Project to allow for completion of
Public Improvements for the other Gateway areas; and
WHEREAS, the East Gateway is comprised of two parcels, C E l and CE2, which the
LDDA contemplates being ground leased in a single East Gateway Phase; and
WHEREAS, the East Gateway has geotechnical issues in both C E l and CE2; and
WHEREAS, the geotechnical issues in CEl and CE2 appear to be manageable under the
GMP if the resources that were allocated to the Central Gateway are redirected to the East
Gateway; and
WHEREAS, if the geotechnical issues cannot be resolved in both CEl and CE2 under
the GMP, the City wishes to have the option to ground lease CEl and CE2 in separate phases;
and
WHEREAS, the West Gateway is proposed to be divided into two parcels to, among
other things, accommodate moving Caltrans for an interim period; and
WHEREAS, Caltrans has a construction easement at the West Gateway for the
deconstruction of the Bay Bridge, an effort which Caltrans estimates could take until 2018; and
V
WHEREAS, the City cannot deliver the West Gateway Phase to CCIG until Caltrans
vacates the site; and
WHEREAS, an approximately 14.63-acre parcel in the Central Gateway known as MH-1
and the Port's Berth 9 provide Caltrans with an alternative location for its deconstruction
activities; and
WHEREAS, Caltrans' deconstruction activities do not require a long-term resolution to
the geotechnical issues in the Central Gateway, and, pursuant to the parties' voluntary agreement,
can be moved to the MH-1 parcel as an interim use; and
WHEREAS, Developer has requested that the Central Gateway be divided between
Prologis and CCIG, allowing CCIG to directly lease the MH-1 parcel and Prologis to lease the
approximately 30.02 acre remainder of the Central Gateway; and
WHEREAS, CCIG has agreed to waive and pay for certain Public Improvements on the
West Gateway and MH-1 to facilitate completion of the Public Improvements on the East
Gateway in exchange for reimbursement of such costs by prepaid rent; and
WHEREAS, the City and Developer, having executed oh December 3, 2013 an
administrative Second Amendment to the LDDA, now desire to negotiate and execute a Third
Amendment to the LDDA substantially in conformance with the attached term sheet; and
WHEREAS, the City Council finds that the Third Amendment to the LDDA will
facilitate accelerating the delivery and development of the North, East and West Gateways and
implement the goals and objectives of the Reuse Plan; now, therefore
Ordinance; provided, however, any legal agreements shall be subject to the review and approval
of the Office of the City Attorney; such steps may include, without limitation, negotiation and
execution of such other additions, amendments or other modifications to any other document that
the City Administrator, in consultation with the City Attorney's Office, determines are in the best
interests of the City, do not conflict with the terms of the Cooperation Agreement (as defined in
the LDDA), do not materially increase the obligations or liabilities of the City, and are necessary
or advisable to complete the transactions which the Third Amendment contemplates.
IN COUNCIL, OAKLAND, CALIFORNIA,
Term Sheet
Third Amendment to Lease Disposition and Development Agreement ("LDDA")
, Oakland Army Base
December 2,2014
Item
1. Parties
2. Modifications to LDDA
3. Modiflcations to City
Spending Priorities for
Additional Funds
Terms
(Unless otherwise noted, capitalized terms are as defined
in the LDDA)
City of Oakland ("City"), Prologis CCIG Oakland Global,
LLC ("Prologis/CCIG"), Oakland Bulk and Oversized
Terminal, LLC ("OBOT")
The LDDA, including but not limited to the conditions
precedent to closing and lease forms, shall be modified as
appropriate to reflect these terms.
Generally Applicable Terms
The Developer commitment of $25.9M towards Wharf
Improvements may be spent by Developer on Wharf
Improvements or Rail Improvements and shall be deemed
satisfied upon the satisfaction of the City's matching
obligation under the TCIF Funding Agreement.
The spending priority would be revised as follows:
a. 100% to the Pre-Closing Off-Site Improvements;
then
b. 100% to the completion of (A) the Site Preparation Work
for the CE2 portion of the East Gateway and the Site
Preparation Work for the New Central Gateway Lease Area
(collectively, the "Prologis Site Work"), (B) the City's
contingent $22M obligation toward the Wharf Improvements
("Contingent Wharf Improvements"), and (C) the Waived
Improvements (each $1.00 applied to this tier shall be applied
1/3 to each scope of work).
The funds allocated to Prologis Site Work would be applied
first to the East Gateway and then to the New Central
Gateway Lease Area.
The City's contribution of $22M, towards Wharf
Improvements remains contingent on finding third party funds
and may be spent by Developer on Wharf Improvements and
other West Gateway Improvements (subject to any third party
funding restrictions).
Amend the Property Management Agreement to include a fee
and reimbursement of third party expenses payable to CCIG
as compensation for its future time, efforts and costs
necessary to pursue and secure Additional Funds for the
project. The amount of the fee is to be negotiated, but to be
based on actual time and expenses and subject to an agreed
upon not to exceed amount.
4. Modification to Public
Improvements Schedule of
Performance/Outside
Closing Date
5. Soil Use/Relocation
The City shall have the right to extend the existing Notch and
Sliver Lease with the Port through December 31, 2019.
10. Additional Funds related To the extent that the West Gateway Lease or the MH-1
to Remediation of Hazardous Lease is taken down with Waived Improvements and the City
secures new third party public funds related to the
Materials on OAB
remediation of Hazardous Materials on OAB, and such funds
are not required for the remediation associated with the City's
delivery of the backbone infrastructure associated with the
Public Improvements or any other on-going City obligations,
the City shall make such funds available to the lessee for
remediation costs in conjunction with the construction of any
said Waived Improvements and Wharf Improverrients (subject
to any terms and conditions of such funding). In no event will
the City be responsible for Regulatory Reopeners associated
with the Wharf Improvements during the term of the lease.
If the East Gateway Lease Area is divided into CE-1 and CE2, all rights and obligations for the East Gateway in the
LDDA and corresponding East Gateway lease form shall be
allocated on a pro rata basis based on acreage and sitespecific information, including the following:
Premises
Permitted Uses*
Minimum Project
Security Deposit
Liquidated Damages
Permitted Title Exceptions
*The lessees for the CE-1 and CE-2 shall have the right to
assign/transfer unused Trade and Logistics square footage
between the two lease areas and the New Central Gateway
Lease Area, subject to otherwise applicable City land use
regulations.
^
If East Gateway Lease is divided, there shall be a crossdefault under LDDA between CE-1 and CE-2 (unless the City
or Developer has exercised its right to terminate as to CE-2 as
The Outside Closing Date for MH-1 shall be the later of (1)
the Outside Closing date as set forth in the MPBR or (2) the
expiration or termination of the existing Caltrans lease of
MH-1.
Approved-as^to
and ilegality
iprovea-assto form
torm and
^ft-\C. 0^ I ^'[' .^ K'O
C.M.S.
remaining portion of the North Gateway Area of the City-owned portion of the Base not
within the OMSS LDDA; and
WHEREAS, the City has caused its agent to execute a Design-Build contract for
construction of infrastructure on the Base (the "City Project"), and construction of the
City Project commenced in November 2013; and
WHEREAS, the City, the City Project and the City's LDDA developments will
provide $50 million of the Port's $65 million in required TCIF matching funds; and
WHEREAS, the City's developments in the Central, East, North and West
Gateway Areas, including the AMS site, will rely on rail access across the Port's Phase
One rail yard to the main rail line at the Port; without this rail access, portions of the
contemplated development of the City-owned portions of the Base by private
developers may become infeasible; now, therefore be it
RESOLVED: that the City Administrator is authorized to negotiate and execute,
without returning to City Council, a Rail Access Agreement and any related agreement
with the Port of Oakland for a term up to 66-years to enable rail access to the Cityowned Central, East, North and West Gateway Areas at the Base; and be it
FURTHER RESOLVED, that the City Council, based upon its own independent
review, consideration, and exercise of its independent judgment, hereby finds and
determines, on the basis of substantial evidence in the entire record before the City, that
none of the circumstances necessitating further CEQA review are present. Thus, prior
to approving the Rail Access Agreement, the City Council finds and determines that it
can continue to rely on the previously adopted 2012 OARB Initial Study/Addendum for
the reasons stated in the June 12, 2012, May 28, 2013, and December 2, 2014 City
Council Agenda Reports and related attachments/exhibits. The (Final and Corrected)
Standard Conditions of Approval/Mitigation Monitoring and Reporting Program, dated
October 15, 2012, is also hereby reaffirmed/readopted, including the clarifying
corrections discussed at the June 4, 2013 City Council hearing (Mitigation Measure 4.43b, West Gateway Rail and Maritime Emissions Reductions Program) and in the
Agenda Report for the July 2, 2013 City Council meeting (Mitigation Measure 4.3-10,
Parking Demand Study), and the revisions discussed at the July 2, 2013 City Council
meeting (Mitigation Measure PO-1, Stakeholder Review of Air Quality and Trucking
Plans; and be it
FURTHER RESOLVED, that the City Council finds and determines that this
action complies with CEQA and the Environmental Review Officer is directed to cause
to be filed a Notice of Determination with the appropriate agencies; and be it
FURTHER RESOLVED, that the City Administrator or his or her designee is
hereby authorized, without returning to City Council, to take any and all steps necessary
to implement and/or effectuate this Resolution, which are consistent with the basic
purpose and intent of this Resolution; provided, however, any legal agreements shall be
subject to the review and approval of the Office of the City Attorney; such steps may
include, without limitation, negotiation and execution of such other additions,
amendments or other modifications to the Rail Access Agreement (including, without
limitation, preparation and attachment of, or changes to, any or all of the exhibits) or of
other documents that the City Administrator or his or her designee is hereby authorized,
without returning to City Council, to take any and all steps necessary to implement
and/or effectuate this Resolution, which are consistent with the basic purpose and intent
of this Resolution; provided, however, any legal agreements shall be subject to the
review and approval of the Office of the City Attorney; such steps may include, without
limitation, negotiation and execution of such other additions, amendments or other
modifications to the Rail Access Agreement (including, without limitation, preparation
and attachment of, or changes to, any or all of the exhibits) or of other documents that
the City Administrator, in consultation with the City Attorney's Office, determines are in
the best interests of the City, do not materially increase the obligations or liabilities of
the City, and are necessary or advisable to complete the transactions which this
Resolution contemplates.
IN COUNCIL, OAKLAND, CALIFORNIA,
, 2014
ATTEST
LATONDA SIMMONS
City Clerk and Clerk of the Council
of the City of Oakland, California
C.M.S.
. ,. -
*KL.vf.w
211
Kono n 2 51
C.M.S.
WHEREAS, on June 28, 2013, the City and Port of Oakland ("Port") entered into a lease
for approximately 3.7-acres of Port-owned property located at Berth 9 (the "Berth 9 Lease"); and
WHEREAS, Caltrans has a temporary construction easement for use of the West
Gateway Area property on the City-owned portion of the former Oakland Army Base to support
the construction of the new eastern span of the Bay Bridge and the deconstruction of the old
eastern span, which includes use of the wharf structures at the West Gateway Area property
commonly referred to as Berth 7 or Pier 7; and
WHEREAS, the City and Caltrans have agreed that it would be beneficial for Caltrans to
move from the West Gateway Area to property within the Central Gateway Area of the Cityowned land on the former Oakland Army Base commonly referred to as MH-1 to facilitate the
development of the West Gateway Area; and
WHEREAS, the City is obligated to ground lease, among other properties, MH-1 under a
separate Lease Disposition and Development Agreement ("LDDA") with Prologis CCIG
Oakland Global, LLC ("Master Developer"); and
WHEREAS, by a separately adopted concurrent Ordinance, the City has authorized the
City Administrator to negotiate and execute an LDDA amendment with the Master Developer
that, among other things, allows the City to ground lease MH-1 to CCIG Oakland Global LLC
("CCIG"); and
WHEREAS, the City and CCIG have mutually agreed to allow Caltrans to move to MH1; and
WHEREAS, the deconstruction of the old eastern span of the Bay Bridge requires
Caltrans, its contractors and its project have access to a wharf immediately adjacent to the
proposed new Caltrans facility within the Central Gateway Area at the MH-1 property; and
the obligations or liabilities of the City, and are necessary or advisable to complete the
transactions which the Ordinance contemplates.
LaTonda Simmons
City Clerk and Clerk of the Council
of the City of Oakland, California
DATE OF ATTESTATION-
C.M.S.
WHEREAS, the City owns approximately 160 acres of land located at the former Oakland
Army Base, including land commonly known as the North Gateway Area; and'
WHEREAS, the City wishes to realign and relocate existing Wake Avenue in the North
Gateway Area to facilitate the relocation of Califomia Waste Solutions and CASS, Inc., both now
located in West Oakland (the "West Oakland Recyclers"), by constructing two development pads
in the North Gateway Area; and
WHEREAS, the East Bay Municipal Utility District (EBMUD) expressed concerns with
the City's planned development; and
WHEREAS, on June 19, 2012, the City and EBMUD entered into a memorandum of
agreement (EBMUD MOA) to address the concerns of EBMUD, as authorized by Resolution
No. 83931 C.M.S.; and
WHEREAS, the EBMUD MOA allows the City to realign and relocate existing Wake
Avenue if the City complies with specified conditions; one condition requires the City to work in
good faith to relocate an easement area, in favor of BNSF railroad, twenty feet to allow the
construction and improvement of existing Engineers Road into a standard two lane city street;
and
WHEREAS, after approximately two years of discussions, BNSF railroad notified the
City that it was not amenable to relocating or relinquishing its easement area; and
WHEREAS, in order for the City to realign and relocate existing Wake Avenue to
facilitate the relocation of the West Oakland Recyclers to the North Gateway Area, the City must
address the previously raised concerns of EBMUD; and
WHEREAS, the City and EBMUD are negotiating new terms and conditions to allow the
realignment and relocation of Wake Avenue; now, therefore
OBRA Environmental Remediation Fund (5673) OARB Org (85244) Undetermined Project.
(0000000), (2) 0BRA Leasing & Utility Fund (5671) OARB Org (85244) Project (C466910), or
(3) Joint Army Base Infrastructure Fund (5672) Infrastructure Master Plan Project (C415720), to
Joint Infrastmcture Development Fund (5672) CIP Oakland Army Base Org (94879) into a
Project to be established, and to appropriate and expend said funds on the contemplated actions,
purposes and intent of this Ordinance.
Section 8.
The City Administrator or his or her designee is hereby authorized,
without retuming to City Council, to take any and all steps necessary to implement and/or
effectuate this Ordinance, which are consistent with the basic purpose and intent of this
Ordinance; provided, however, any legal agreements shall be subject to the review and approval
of the Office of the City Attomey; such steps may include, without limitation, negotiation and
execution of such other additions, amendments or other modifications to the Term Sheet
(including, without limitation, preparation and attachment of, or changes to, any or all of the
exhibits) or of other documents that the City Administrator, in consultation with the City
Attomey's Office, determines are in the best interests of the City, do not materially increase the
obligations or liabilities of the City, and are necessary or advisable to complete the transaction(s)
which the amendment contemplates.
IN COUNCIL, OAKLAND, CALIFORNIA,
Term Sheet
First Amendment to Memorandum of Agreement with East Bay Municipal Utility District
Oakland Army Base
December 2,2014
Item
Parties
Modifications to MOA
General
Terms
(Unless otherwise noted, capitalized terms are as defined
in the LDDA)
City of Oakland ("City") East Bay Municipal Utility District
("EBMUD"), and CCIG Oakland Global, LLC ("CCIG")
The MOA including but not limited to the mitigations and
obligations, shall be modified as appropriate to reflect these
terms and considerations.
App icable Terms and Considerations
With exception to the following terms, the City and EBMUD
are subject to all other obligations in the existing MOA.
Redesign
Acquisition
Demolition
Construction
City to fund the cost for the entire segment of Engineers Road
subject to the availability and qualification of ACTC or other
grant fimding. Construction of Wake Avenue is included
within the existing OAB Project GMP funded from TCIF
grant fimds.
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