Milestone
Development
Phase One
Development Phase
Two
Development Phase
Three
Development Phase
Four
Development Phase
Five
Outside Date
for Close of
Escrow for
Sub-Phase
Parcels in
each Phase
First Phase One
Sub-Phase Parcel
to transfer on or
before 3rd
anniversary of
Master Entitlement
Date. Subsequent
Phase One Sub-
Phase Parcels to
be transferred prior
to transfer of any
later Phase Parcel
unless otherwise
approved by City
First Phase Two Sub-
Phase Parcel to transfer
on or before date which
is 8 years after Close of
Escrow for first Phase
One Sub-Phase
Parcel. Subsequent
Phase Two Sub-Phase
Parcels to be
transferred prior to
transfer of any later
Phase Parcel unless
otherwise approved by
City
First Phase Three
Sub-Phase Parcel to
transfer on or before
date which is 8 years
after Close of Escrow
for first Phase Two
Sub-Phase
Parcel. Subsequent
Phase Three Sub-
Phase Parcels to be
transferred prior to
transfer of any later
Phase Parcel unless
otherwise approved by
City
First Phase Four Sub-
Phase Parcel to
transfer on or before
date which is 6 years
after Close of Escrow
for first Phase Three
Sub-Phase
Parcel. Subsequent
Phase Four Sub-
Phase Parcels to be
transferred prior to
transfer of any Phase
Five Parcel unless
otherwise approved by
City
First Phase Five Sub-
Phase Parcel to
transfer on or before
date which is 7 years
after Close of Escrow
for first Phase Four
Sub-Phase
Parcel. Remaining
Phase Five Sub-Phase
Parcels to be
transferred no later
than date which is 6
years after Close of
Escrow for first Phase
Five Sub-Phase Parcel
Commencem
ent of grading
and Backbone
Infrastructure
work
necessary for
development
of each Sub-
Phase Parcel
Within 9 months
after Close of
Escrow for the
applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for the
applicable Sub-Phase
Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Completion of
grading and
Backbone
Infrastructure
work (other
than In-Tract
Improvement
s) necessary
for
development
of each Sub-
Phase Parcel.
Tbd depending on
size of Parcel but in
any event by no
later than 36
months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of such
work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Large Lot
Transfers to
Vertical
Developers
As soon as
practicable following
substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large
Lot Phased Final
map (a separate
SIA will be
executed that
ensures developm
ent of applicable In-
Tract Improvement
work to be
performed by the
vertical developer)
As soon as practicable
following substantial
completion of Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to be
performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
6. Interim Lease.
Developer agrees to enter into an interim lease (the “ Interim Lease”) with City upon the later to occur of approval of the DDA or conveyance of the First Transfer Parcel, subject to the following:
a. Developer, as an expense of the Project, will operate, manage, and maintain the entirety of the First Transfer Parcel, including providing security, maintenance, and management of grazing or other leases.
b. Developer is entitled to 50% of net revenues (gross revenues less all Developer costs incurred under the Interim Lease, including security, management, insurance, maintenance, etc.), if any, generated from grazing, leases, or other operations on property covered by the Interim Lease.
c. As additional portions of the Development Footprint are conveyed by the Navy to the City, such property shall be automatically added to the premises covered by the Interim Lease.
d. At City’s request, Developer will cooperate with Navy and the EBRPD or other recipients of Public Benefit Conveyance (“ PBC”) propert y to explore joint security/property management arrangements under which the entirety of the Concord Naval Weapons Station, including the First Transfer Parcel, the PBC property and that portion of the EDC property not yet transferred by Navy could be managed by one party with the costs shared among Developer, the PBC property recipient, and Navy.
e. The Interim Lease will be terminated in part as portions of the Development Footprint are transferred to Developer pursuant to the terms of the DDA.
f. Except to the extent Developer causes or exacerbates a release of existing hazardous materials, Developer shall have no liability related to hazardous materials on or within any areas subject to the Interim Lease where the presence of such hazardous materials predates Developer’s execution of the Interim Lease.
g. Developer will coordinate with the City to procure one or more pollution legal liability (“ PLL”) insurance policies. Developer will be solely responsible for the costs of PLL insurance policies.
7. Infrastructure.
a. Backbone Infrastructure and Off -Site Roadway Improvements . Backbone Infrastructure shall be constructed and delivered on a Parcel by Parcel basis. “Backbone Infrastructure ” for a Parcel shall mean those components of infrastructure, including utilities, roadways, pedestrian and bike ways, parks, storm water detention facilities, pump/lift stations, electricity substations and similar
public and quasi-public improvements, including off-site public improvements that are within, or are necessary to serve planned development within the Parcel. The Backbone Infrastructure components by Phases are generally described in Exhibit C attached hereto and will be more fully detailed in the Specific Plan.
b. Developer Obligation; Timing . Developer, at its expense (subject to City’s obligations to participate in implementation of financing mechanisms identified in Section 13), shall constru ct the Backbone Infrastructure to support the development of each Phase in accordance with the Schedule of Performance described in Section 5c.
c. Limited Right to Assign In -Tract Backbone Infrastructure Obligations . Except as otherwise expressly provided be low, Developer shall perform all Backbone Infrastructure work itself and shall not be permitted to assign its Backbone Infrastructure obligations to vertical developers or other third parties. Subject to approval by City, which approval will not be unreasonably withheld, Developer may assign to a vertical developer the obligation to construct in -tract subdivision improvements (e.g. local streets, utility lateral lines, curb/gutter/sidewalk, street trees and landscaped medians and the like) (“ In-Tract Improvements”) serving only the property to be purchased by the vertical developer.
d. Upsizing of Infrastructure . Obligations to construct Backbone Infrastructure shall include construction of oversized public facilities to accommodate development of the entirety of the Development Footprint as planned and depicted in the Specific Plan. Developer will coordinate with BART regarding potential future uses for the North Concord BART Station and infrastructure sizing with the expectation that BART will be required to pay its fair share of all out -of-pocket hard and soft costs associated with the entitlements, design, and construction of such BART serving infrastructure.
e. Reimbursement. If Developer for any reason is not the master developer of one or more Future Phases to be served by upsized Backbone Infrastructure, City shall require future development to reimburse Developer for the pro rata share of Backbone Infrastructure capacity created by Developer in excess of the capacity required for land transferred by City to Developer.
f. Willow Pass Road and Bridge. Developer agrees to improve Willow Pass Road to four lanes between Landana and State Route 4 (including the bridge) as part of Phase One. Developer has included funding for this work in the Pro-forma.
8. Project Entitlements.
The key Project entitlements and approvals, including the EIR, General Plan/CRP Area Plan amendments, the Specific Plan, DDA and DA, would be considered by the City Council for approval (or in the case of actions requiring approval by ordinance, first reading) at the same meeting and the various ordinances and resolutions memorializing such approvals would include provisions conditioning the effectiveness of each such approval on the effectiveness of all other concurrent approvals (for example, the effectiveness of City’s approval of a proposed Specific Plan would be conditioned on City’s concurrent approval of the proposed DDA and DA and vice versa such that certification/approval of the EIR and Specific Plan could not become effective unless and until the DDA and DA approvals also became effective).
a. General Plan/CRP Area Plan Amendments. Prior to approving a Specific Plan for the Project, City will have to a mend the General Plan/CRP Area Plan to conform to the proposed Specific Plan. The General Plan/CRP Area Plan amendments will be prepared by a third party engineering and planning consultant retained by the City, at Developer’s expense.
b. Specific Plan. As n oted in Section 4 above, Project details will be set forth in a Specific Plan to be prepared by Developer, at its sole cost and expense. Developer agrees to commence preparation of the Specific Plan at the earliest possible date upon receiving concurrence of the Director of Economic Development & Base Reuse (the “ LRA Director”) that it is appropriate to commence such work. The Specific Plan will be prepared in accordance with California law, will be considered for approval concurrently with the General Plan/CRP Area Plan Amendments, and will comply with the following:
i. Must be substantially consistent with the goals and objectives of the CRP Area Plan; include development of the full range of uses, housing types, and densities contemplated by the CRP Area Plan as proposed to be amended, with the understanding that the specific number of residential units authorized by the Specific Plan may exceed the number of residential units referenced in the CRP Area Plan. City has determined that the programming outlined in this term sheet is consistent with the CRP Area Plan, as proposed to be amended.
ii. Must provide for creation of a sense of place at the point of interface with the BART station, including an initial entry plaza, retail core, or other comparable signature public space.
iii. Must be based on substantial community input and will be reviewed by the City’s Design Review Board, Parks Recreation and Open Space Commission, and Planning Commission and subject to final approval by the City Council.
iv. Must reflect consultation with key stakeholders.
v. Must include a land use program, development standards, and design guidelines for the entire Development Footprint.
vi. Must identify all Backbone Infrastructure needed to support development of the Development Footprint, including any required off -site infrastructure, consistent with a land use program to be established in the Specific Plan.
vii. Must include a framework for evaluating and maintaining financial feasibility of the entire development (including implementation of extraordinary unanticipated conditions of approval or extraordinary unanticipated CEQA mitigation measures imposed upon the Project) consistent with parameters set forth in the Pro-forma.
viii. Must include development standards and design guidelines to implement or exceed the goals and objectives of the CRP Area Plan and the Citywide Climate Action Plan -- including those regarding sustainability, transit, community character, and economic vitality -- as well as a process for implementation.
ix. Must include appropriate management planning documents to minimize construction impacts on existing residents and protect public health and safety.
x. Must include a minimum 300 foot wide corridor along Mt. Diablo Creek (150 ft. on either side of center) for conservation/restoration.
c. DDA. Concurrently with approval of a Specific Plan Developer will enter into a DDA with City.
d. Development Agreement . Concurrently with City Council’s consideration of a Specific Plan for approval, City Council will consider approval of a DA between Developer and City that addresses among other items, the key terms set forth in Section 28 below.
e. CEQA. Developer will work with the City to prepare a comprehensive and legally defensible CEQA document for the proposed Project, which will incorporate, as appropriate SB 375, SB 743 and/or other priority planning and transit -based statutory or regulatory provisions. City and Developer anticipate that project-level CEQA review would tier from the Concord Reuse Project Final EIR (the “ Reuse Plan EIR ”) and the CRP Area Plan Addendum. This new CEQA document is expected to include, and build upon, the mitigation measures incorporated into the mitigation monitoring and reporting program for the Reuse Plan EIR. City will determine, with input from Developer, whether a second addendum to the Reuse Plan EIR, a negative declaration tiered from the Reuse Plan EIR, a supplemental EIR tiered from the Reuse Plan EIR, or some other CEQA document should be prepared. Developer will bear the costs of CEQA compliance for the Project,
including the costs of the CEQA consultant who shall be retained by the City.
Developer will be provided a draft CEQA scope for review and comment. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the Parties acknowledge that the City has no obligation to approve and Developer has no obligation to develop the Project unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by the City Council to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, or (iv) determine not to proceed with the Project.
The Parties acknowledge that the project -specific CEQA document will include a full transportation impact analysis to determine the nature and timing of any local or regional traffic improvement and mitigation measures described in the Community Reuse Plan Environmental Impact Report as well as other mitigation measures that may be deemed feasible and may reduce or avoid potentially significant traffic impacts.
9. Reimbursement of City Costs.
The Developer shall fully reimburse the City for loans made by the City to the Local Reuse Authority (“ LRA”) and for other costs previously incurred by the City in connection with site wide activities (“ Site-Wide Costs ”) by: (i) paying City approximately $5 Million prior to issuance of building permits for 90% of the market rate dwelling units in Phase One, and (ii) paying City approximately $10 Million prior to issuance of building permits for 90% of the market rate dwelling units in Phase Two.
In addition to payment of the Site -Wide Costs, Developer shall enter into a reimbursement agreement with City to provide for the payment and reimbursement of City DDA Costs (as defined in paragraph 6 of the Exclusive Agreement to Negotiate between City and Development dated October 26, 2021, as amended (“ENA”) and City CNWS Project Costs (as defined in Section 5 of the ENA) (collectively “City Costs”). Conforming amendments will be made to the ENA to clarify that ongoing reimbursement obligations will be covered by the reimbursement agreement. City Costs will be payable within thirty (30) days of City’s written demand which shall be accomp anied by copies of invoices or other reasonable evidence of such City Costs. The reimbursement agreement will provide for a deposit in an amount sufficient to cover not less that the next 180 days of anticipated City Costs to secure Developer’s obligation to pay City Costs (the “Deposit”). Developer will be obligated to deposit additional funds to fully
replenish the Deposit within twenty (20) days of City’s demand therefor or as otherwise provided in the reimbursement agreement. In the event Developer fails to timely replenish the Deposit, City shall have no obligation to perform any further work related to the Project until such time as the Deposit has been replenished. In addition to the City Costs, the following City and LRA costs will also be paid by Developer pursuant to the reimbursement agreement:
a. City’s fully loaded/burdened costs to maintain a suitable level of staffing for the project, which the Parties currently estimate will be 2.5 full-time equivalent staffing within the Community Development Department, including a dedicated principal planner supported by up to an additional 1.5 full-time equivalent staffing at a variety of levels, to (i) participate in the preparation and review of the Specific Plan, such as review scope of work and approach to outreach process, meet regularly with Developer and consultants, review interim and final deliverables, and prepare staff reports for Council and Board/Commission review; (ii) lead and expedite review of project development applications; and (iii) interface with other City departments on the Developer’s behalf.
b. City’s fully loaded/burdened costs to maintain 2.0 full -time staffing equivalents for LRA project management.
c. Actual costs associated with City-led CEQA review, including (i) outside consultant costs to prepare environmental documents and studies; and (ii) costs of City staff, consultants, and outside legal counsel to manage, review and oversee the CEQA process.
d. Actual costs of outside consultants and legal counsel to provide support to the City and LRA in implementation of the DDA, including but not limited to negotiation, drafting, processing, and implementing the DA, Specific Plan and all subsequent project agreements and entitlements, and the LRA’s project management costs to complete the negotiations and transfer process with the Navy. Developer will have an opportunity to review and comment on the scope and budget of all outside consultant and legal counsel contracts prior to City approval.
e. To address ancillary City costs incurred in connection with the above described work, including time spent by other City departments, including the City Manager, City Clerk, City Attor ney, Engineering Division and Police Department (i.e. departments other than Community Development Department and the LRA addressed in a. and b. above), Developer will pay an administrative mark -up of
6.5% on the costs described in subsections a. and b. above.
f. The reimbursement agreement will provide for the following procedures relating to reimbursement of City expenses described in Section 9(a)-(e):
i. Annual Budget. A budget will be established annually consistent with the City’s fiscal year (July 1-June 30) and submitted to Developer for review
and approval prior to its approval by the City Council. A process for augmenting the budget where necessary will also be included.
ii. Reporting. City shall deliver cost reports to Developer within 45 days following the end of each calendar quarter detailing City, third -party professional, and/or other costs incurred by the City related to the Project in relation to the approved budget.
iii. Disputes. Developer shall bring any inconsistencies or requests for clarification to the City’s attention within 30 days of receipt of a given cost report. The Parties shall attempt in good faith to informally resolve any dispute. If the Parties have not been able to resolve the dispute, the dispute may be resolved by non -binding mediation, or such other non -binding method determined by the Parties.
iv. Third-Party Professionals. City may retain third-party professionals to assist City Staff in negotiating, drafting, processing, and implementing the DDA, DA, General Plan/CRP Area Plan amendments, Specific Plan and all subsequent project agreements, plans, permits, and/or other entitlements, including related CEQA document for the Project. Developer shall have the right to retain a third -party consultant or consultants of its choosing for the purpose of preparing its Specific Plan, subject to the approval of the City, which approval shall not be unreasonably withheld.
10. Conditions Precedent to Transfer to Developer.
City would convey Parcels to Developer by quitclaim deed corresponding with Developer’s phased build-out of the Backbone Infrastructure for each sub -phase upon the satisfaction of the following conditions precedent:
a. Fee Title . The feder al government shall have conveyed the Parcel to the City without any use or activity restrictions that would impede the development of the Parcel in accordance with the CRP Area Plan, as proposed to be amended, pursuant to a Finding of Suitability to Transfer issued by the Navy and concurred- in by the U.S. Environmental Protection Agency, the Department of Toxic Substances Control, the regional water board and any and all other regulatory agencies
b. Project Entitlements. The City shall have finally approved the Specific Plan, the DA, and associated Tentative Map and Final Map.
c. Completion of Prior Sub -phase Backbone Infrastructure . For each conveyance following conveyance of the first sub -phase Parcel, Developer must have substantially completed cons truction of the Backbone Infrastructure, including parks (but not including In-Tract Improvements) in the prior sub-phase(s).
d. Completion of Commercial and Affordable Housing Pads . All commercial pads in prior sub-phases must be available for sale and fee title to all affordable housing
and Permanent Supportive Housing pads in prior sub-phases shall be ready to be transferred to City or its designee for development of affordable housing.
e. Approvals for Backbone Infrastructure . The City shall: (i) have approved a Large Lot Final Map that includes the Parcel; (ii) have approved and executed an Improvement Agreement providing for Developer’s installation of Backbone Infrastructure for the Parcel (other than In -Tract Improvements which may be deferred until further subdivision of the large lot parcels) and the posting of security consistent with the requirements of the Subdivision Map Act and the Subdivision Code ensuring performance of such Backbone Infrastructure and payment of labor and materials in connection therewith; and (iii) have issued or be ready to issue the development permit(s) required for grading and construction of the Backbone Infrastructure for the particular Parcel.
f. Insurance Policies . Developer shall have submitted to the City evidence of the insurance required to be maintained by Developer.
g. Evidence of Financing. Developer shall have delivered to City (i) certified copies of binding loan commitment letter(s) from the construction loan lender(s), committing said lender(s) to make construction loan(s) to Developer, subject only to such lender conditions as are customary in connection with binding loan commitments, and setting forth the terms of said loan(s), and (ii) evidence reasonably satisfactory to City of Developer's equity commitments for the applicable sub-phase. The total of the loan and equity commitments (collectively, the " Loan/Equity Commitments") shall be in substantially the sam e amount as the Backbone Infrastructure costs for the applicable sub -phase as identified in Developer's updated pro-forma.
h. Receipt of Improvement Security. Developer shall have delivered surety bonds to City from issuer(s) reasonably acceptable to City in amounts required to guarantee the completion of all Backbone Infrastructure, parks and public facilities, and the payment of labor and material costs associated with such work.
i. Commitment to Commence and Complete Improvements . Developer shall demonstrate to the reasonable satisfaction of the LRA Director or their designee that Developer will commence and complete the Backbone Infrastructure for the Parcel within the applicable time pursuant to the Schedule of Performance. Such evidence may include a construction contract with a general contractor for the applicable Backbone Infrastructure work. The Parties shall agree upon and attach to the DDA a form of letter to the LRA Director that, when executed by Developer and accompanied by materials identif ied in the letter, would satisfy the requirements of this Section 10(h).
j. Miscellaneous Standard Closing Conditions . The Parties shall have submitted executed closing documents into escrow, title insurance policies shall be ready to be issued and other sta ndard conditions to closing (which shall be described in more detail in the DDA) shall be met.
k. Waiver of Conditions / Reversionary Right. Developer may request, and City shall reasonably consider, transfers of Parcels within a given Phase prior to satisfaction of one or more of the conditions in this Section 10 provided: (i) City retains a reversionary right as to such property for which one more conditions has not been satisfied until satisfaction of such condition(s); and (ii) Developer shall be required to satisfy all Developer obligations as to such Parcel under the DDA, including Schedule of Performance obligations relating to the commencement and completion of Backbone Infrastructure as to such property.
11. Conditions Precedent to Transfer to Vertical Developer.
Developer would be permitted to convey subdivided large lot portions of a previously transferred Parcel to one or more vertical developers upon the satisfaction of the following conditions precedent:
a. Satisfaction of Conditions Precedent to Transfer from City to Developer . All applicable conditions precedent set forth in Section 10 shall have been satisfied.
b. Evidence of Experience. The vertical developer has demonstrable and has successful experience acting as the developer of a project of similar size commensurate with the property in which an interest is being transferred as reasonably determined by City.
c. No Debarment or Suspensi on. The vertical developer has not been suspended, debarred, or prohibited from contracting with the City.
d. Assignment and Assumption Agreements . The vertical developer shall have executed assignment and assumption agreements with the City in substantially the forms attached to the DDA and DA and City shall have approved the scope of any assignment of In-Tract Improvements work.
e. Broker Review of Assignment to Affiliated Vertical Developer . Where Developer proposes to transfer to a vertical dev eloper that is an Affiliate of Developer (as defined in Section 21), Developer shall submit an offer to be reviewed by a knowledgeable commercial broker specializing in land transactions representing the City for City review and approval, which shall not be unreasonably withheld or denied.
f. Assignee Formation Documents. The vertical developer shall have delivered to the City entity formation and other relevant documentation relating to the corporate, partnership, limited liability, or other similar status, as the case may be, of the entity to which Developer intends to assign its rights under the assignment and assumption agreement as to such Parcel.
g. Associated Backbone Infrastructure . All Backbone Infrastructure (other than In - Tract Improvements) needed to serve the vertical improvements on the large lot portion of the Parcel proposed to be transferred shall have been substantially completed.
h. Receipt of Improvement Security . The vertical developer shall have delivered surety bonds to City from issuer(s) reasonably acceptable to City in amounts required to guarantee the completion of all In -Tract Improvements, and the payment of labor and material costs associated with such work.
i. Insurance Policies. The vertical developer assignee shall have submitted to the City evidence of required insurance policies pursuant to the DDA and DA as required in the assignment and assumption agreement.
k. Miscellaneous Standard Closing Conditions . The Parties shall have submitted executed closing documents into escrow, title insurance policies shall be ready to be issued and other standard conditions must be met.
12. City Participation.
The parties agree, to the extent funds are available after Developer achieves an 18% unlevered investment rate of return (“ UIRR”), to implement a profit participation model formula described below (the “ PPF Formula ”). All City participation proceeds shall be deposited into a de signated escrow account (“Community Benefit Fund Account ”) and reinvested back into the Project in accordance with Section 12.c. below.
a. Participation Model. The Parties acknowledge that Developer will incur substantial costs and associated risks to install the infrastructure necessary to serve the Project, and that the City will directly benefit from the Project as a result of job creation, direct and indirect sales taxes, transient occupancy taxes, and other tax revenues created by the Project. The participation model shall include all Project Costs, whether incurred before or after the date of this Agreement. All Project revenues shall be applied:
i. First, Developer shall receive an 18% UIRR (Tranche 1);
ii. Second, Developer and City shall participate 60(Developer)/40(City) in proceeds received above 18% UIRR to a 20% UIRR (Tranche 2);
iii. Third, Developer and City shall participate 50/50 on proceeds received above a 20% UIRR to a 22% UIRR (Tranche 3);
iv. Fourth, Developer and City shall participate 40(Developer)/60(City) on proceeds received above a 22% UIRR (Tranche 4).
b. Calculation/Distribution. Within one-hundred twenty (120) days of the beginning of each calendar year, Developer shall provide City with an annual Profit Participation Model detailing all revenues and costs for the preceding year along with a projection for the current year and calculation of UIRR return(s) and profit participation under each of Tranches 1 through 4, as applicable.
c. Community Benefit Fund . Funds deposited into the Community Benefit Fund Account shall be placed in a specific and designated escrow account, and shall be reinvested into the Project for City costs and community benefits within the Project.
The preferred prioritization of the reinvested funds shall be as required by the Navy/City Conveyance Agreement (defined in Section 25 below) and as directed by the City Council. A committee, which includes a representative of Developer, will be formed by the City to make recommendations to the City Council on the reinvestment of funds into the Project.
13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements.
a. City and Developer will cooperate in good faith at Developer’s expense to secure State, Federal and Regional grant and/or low interest loans to pay a portion of the costs of preparing Project planning documents such as the Specific Plan and Environmental Impact Report as well as hard and soft costs of constructing affordable housing and Backbone Infrastructure.
b. The parties contemplate that the construction, installation, and long -term maintenance of Backbone Infrastruct ure, other public improvements, and potentially certain additional community benefits will be financed through the use of private capital; federal, state, and local governmental (other than City) grants; community facilities district(s) (“ CFD(s)”), enhance d infrastructure financing district(s) (“IFD(s)”) or other similar vehicles, and other financing mechanisms. The DA shall include procedures addressing the filing of petitions by Developer and the City Council’s consideration of adoption of resolution(s) of intention to establish the applicable financing district(s). Upon adoption of such resolution(s) of intention, City, at Developer’s expense, shall use good faith, diligent efforts to establish and implement the financing district(s) pursuant to terms to be set forth in the DA, including scheduling of necessary public hearings and adoption of a resolution(s) of formation. Developer shall cooperate with City in the formation of such financing district(s), including by timely submitting all petitions, waiver s and consents and promptly paying all costs of establishing such financing district(s).
c. Developer also proposes to finance ongoing maintenance and replacement of publicly accessible private improvements, including private streets, private storm drains, common areas, and landscaping etc. through the use of various revenue sources, including homeowners associations (“ HOAs”), landscaping and lighting districts (“ LLDs”), geologic hazard abatement districts (“ GHADs”), and other financing mechanisms.
d. Prior to implementing an IFD or other mechanism that would direct to Developer tax increment otherwise available to the City, or implementation of revenue sources for annual maintenance and replacement costs, Developer shall demonstrate that the combination of its proposed financing strategies would preserve fiscal neutrality to the City’s General Fund.
14. Open Book Accounting.
a. Proposed Financial Deal Structure . Developer proposes a deal structure that aligns public and private interests through an open sharing of information and profits. Developer will provide a completely open book partnership allowing City to confirm Developer’s budgets and security (including subdivision bonds) to full y secure Backbone Infrastructure on a Parcel -by-Parcel basis before any land is conveyed to Developer.
b. Potential Federal/State/Regional Funding . To the extent the Project or any component thereof receives grant awards or other similar funding from Federal , State or regional funding sources, Developer’s UIRR shall be adjusted to account for such funding awards. Developer’s minimum financial commitments to Project community benefits, including the Library/Community Center, Tournament Sports Park, Citywide Pa rk and affordable housing as set forth in this Term Sheet shall not be subject to reduction based on receipt of monies from Federal, State or regional funding sources.
c. Open Book Accounting . Developer shall maintain a completely open book accounting, with specific processes for record keeping, accounting, and auditing as further described below.
i. Book and Recordkeeping Obligation . Developer shall maintain books and records of all Project costs and expenses for a period of three years following the end of each calendar year, or such longer period as may be necessary to comply with Base Realignment and Closure (“ BRAC”) requirements. Books and record shall be maintained with generally - acceptable accounting principles consistently applied or in another auditable form approved by the City.
ii. Annual Reports . Developer shall provide annual reports to the City commencing as of the date that Developer receives the first Parcel from the City. Annual reports, which shall be submitted to the City no later than four months after the end of each fiscal year, shall include at minimum: updated estimates of project costs and gross revenues; variances from the prior year’s annual report (if applicable); new development that is expected to occur or that is occurring; and a summary of all public benefits delivered to the City; and a statement of cumulative IRR achieved to date. Annual reports shall use generally accepted accounting procedures acceptable to the City.
iii. Inspection Rights. Upon ten business days’ prior written notice, City shall have the right to review or audit Developer's books and records at Developer's local office.
15. Remediation.
City will transfer each Parcel to Developer subject to applicable provisions of the quitclaim deed from the Navy to the City, including the Comprehensive Environmental Response, Compensation, and Liability Act (“ CERCLA”) section 120 covenants received from the Navy. Land anticipated for re sidential use is expected to be cleaned to appropriate residential standards, and to remain subject to CERCLA covenants. If hazardous materials requiring investigation or remediation are discovered on the Parcel during development and following completion of Navy’s remediation program, the City shall not be responsible for performing or paying for such investigation or remediation; in such instance, Developer will, in its sole discretion: (i) request that the Navy perform or pay for the investigation or remediation under the CERCLA section 120 covenants or the indemnity provided under BRAC section 330 of the National Defense Authorization Act of 1993, PL 102 -484, October 23, 1992, 106 Stat. 2315, as amended (“ DOD Indemnity”), and said CERCLA covenants and BRAC indemnity shall have been passed through by the City to Developer; (ii) tender a claim to the insurer under the PLL policy to pay for the investigation or remediation; and/or (iii) in situations where the costs of performing the investigation or remediation would be less than the costs of pursuing a claim against the Navy or paying the deductible or self - insured retention under the PLL policy, perform or cause to be performed the investigation or remediation at its own cost. Notwithstand ing the foregoing, Developer will not take any action that adversely affects the rights of the City under CERCLA section 120 covenants granted by the Navy or under the DOD Indemnity or under the PLL policy. The Parties share the following objectives relating to remediation and transfers from the Navy:
a. It is in the Parties’ mutual interest for the First Transfer Parcel to transfer from the Navy to the City as expeditiously as possible without any use or activity restrictions that would mate rially impede development of the First Transfer Parcel and for subsequent portions of the Development Footprint to transfer without any use or activity restrictions that would materially impede development of such property as expeditiously as possible thereafter.
b. The Parties will cooperate and actively participate in negotiations with the Navy, US EPA, DTSC, and regional water board over remediation of hazardous materials and the transfer of lands from the Navy to the City on a schedule that will permit timely development consistent with the Specific Plan.
c. For lands within the Phase One Property (or reasonably necessary for the efficient development of the Phase One Property) that are not included in the First Transfer Parcel or transferred within a reasonable time thereafter via a FOST under section 120(h)(3)(A) and (B) of CERCLA, it is in the Parties mutual interest to gain access to such lands under a license or lease in furtherance of conveyance (“ LIFOC”) or have such lands transferred pursuant to a Finding of Suitability for Early Transfer (“FOSET”) under section 120(h)3(C) of CERCLA, and subject to approval by the Navy. Accordingly, Developer agrees to coordinate with City to actively and in
good faith negotiate such licenses, LIFOCs, FOSETs and related Environmental Services Cooperative Agreements (“ESCAs”) that provide for sufficient funds from the Navy to complete the necessary remediation and procure ap propriate environmental insurance.
d. For properties not included in the Phase One Property that may be eligible for a FOSET, as may be determined by the Navy, Developer similarly agrees to coordinate with the City to actively and in good faith negotiate FOSETs and related ESCAs that provide for sufficient funds from the Navy to complete the necessary remediation and procure appropriate environmental insurance. As appropriate, the Parties shall consider advocating for the use of a phased transfer of FOST- eligible properties to the extent such phasing would allow accelerated transfer of less complicated sites critical to development phasing (e.g. Site 13) ahead of the transfer or early transfer under a FOSET of other potentially more complicated sites (e.g. Bunker City).
16. Habitat & Species Mitigation and Resource Agency Permitting.
a. The Parties will cooperate, at Developer’s expense, to obtain from the various resource agencies, including the U.S. Fish and Wildlife Service, the U.S. Army Corps of Engineers, the California Department of Fish and Wildlife and the San Francisco Bay Regional Water Quality Control Board, all permits and approvals which are necessary to implement reuse of the Development Footprint in accordance with the General Plan/CRP Area Plan, as proposed to be amended, and the Specific Plan. Developer will work with the lead land manager for the EBRPD PBC areas and the City as to Mt. Diablo Creek conservation areas, in an effort to meet aquatic resource/wetlands and endangered specie s mitigation for the EDC property development on the EBRPD PBC property to the maximum feasible extent. Final determinations regarding the amount of mitigation credit will be reflected in permits or other authorizations issued by the resource agencies, and Developer will bear all costs of such mitigation requirements whether on or off of the EBRPD PBC property.
b. The Parties agree to cooperate in pursuing all resource agency permits necessary to implement the Project and establishing mutually agreeable, reasonable, and appropriate mitigation obligations. The Parties share the following objectives regarding resource agency permitting and the associated mitigation:
i. Impacts to species, aquatic resources, and other resources subject to the resource agency permits and authorizations (collectively, “ Ecological Resources”) from development should be mitigated, to the maximum extent reasonably feasible and cost-effective, on site or on the EBRPD PBC property. If off site mitigation is required, best efforts will be made to mitigate within the Mt. Diablo or Kirker Creek watersheds to the extent reasonably feasible and cost-effective.
ii. Obligations to fund and implement mitigation should be roughly proportionate -- in amount, nature, and timing -- to either the phasing of development generally or, where appropriate, to the timing of actual impacts caused by development. However, the Parties acknowledge that resource agencies may require some, or a substantial amount, of mitigation in advance of development in order to accommodate all of the mitigation on the PBC property. City will work with the resource agencies to identify in the permitting documents and approvals the mi tigation necessary to offset impacts from the Project. However, the permitting documents may not clearly distinguish the impacts and offsetting mitigation, and this determination may have to be made by mutual agreement of City and Developer.
c. Prior to issuance of the first grading permit, Developer will establish an endowment fund or provide a financial mechanism acceptable to the resource agencies to pay certain ongoing costs associated with Ecological Resources and other on -going mitigation obligations associated with each particular Phase of development. The endowment fund or other acceptable financial mechanism will be in an amount deemed sufficient by the resource agencies to fund long -term management and monitoring of the conservation are as. While a non -wasting endowment will be required to fund certain creation, restoration, enhancement, start -up, and interim management and monitoring obligations associated with the mitigation program, the Parties acknowledge that it may be appropriate for other mitigation obligations to be secured through other financial tools (for example, letters of credit, bonding, etc.). The Parties agree to pursue the most cost -effective combination of funding mechanisms available through the resource agency permitting process.
d. Following execution of the DDA, Developer may apply to become co -applicant / co-permittee on the City’s pending resource agency permit applications.
17. Prevailing Wages.
Developer agrees that any worker (as defined by State prevailing wage law) performing publicly-funded construction, alteration, demolition, installation or repair work or street, sewer or other improvement work done under the direction and supervision or by the authority of any officer or public body (“ Public Work”) shall be paid not less than the general prevailing rate of wages, as provided by State prevailing wage law, and shall be subject to the same hours and working conditions, and shall receive the same benefits as in each case are provided for similar work performed i n Concord, California. Developer shall include in any contract for Public Work a requirement that all workers performing labor under such contract shall be paid not less than the general prevailing rate of wages for the labor so performed as provided by California prevailing wage law.
18. Insurance.
Developer shall maintain, at its cost and expense, the following policies of insurance: (a) commercial general liability; (b) automobile; (c) workers’ compensation; (d) builder’s risk and (e) one or more Pollution Legal Liability policies to the extent required under Section 6, naming Developer as insured and, except for workers’ compensation insurance, naming the City as additional insured, on forms acceptable to City, and in amounts commensurate with similar military base redevelopment projects as will be determined in the DDA.
19. Indemnity.
a. Developer shall indemnify, defend (with counsel reasonably acceptable to City) and hold the City harmless from and against any and all claims resulting or arising from or in any way connected with the following, provided Developer shall have no obligation to indemnify the City (but will be obligated to defend (with counsel reasonably acceptable to City), subject to reimbursement below) to the extent any such claims directly result from the sole or active negligence or willful misconduct of the City:
i. The existence, release, presence or disposal of any hazardous materials to the extent that the City’s liability results from any of the following: (i) Developer’s breach of any obligation under the DDA with respect to hazardous materials; (ii) Developer’s breach of any environmental law on or relative to the Development F ootprint; (iii) Developers breach of any covenants or land use controls contained in the applicable Navy deed to the City or other actions by Developer that compromise or invalidate City’s rights under the CERCLA covenants granted by Navy or the DOD Indemnity; or (iv) any release or threatened release of Hazardous Materials to the extent the release or threatened release commenced during Developer’s ownership of the subject real property or was caused, contributed to, or exacerbated by Developer, prov ided that (iv) shall not apply to the extent that such release or threatened release was caused, contributed to, or exacerbated by the City;
ii. The non-compliance of improvements constructed by Developer with any federal, State, or local laws or regulations, including those relating to access, or any latent defects, in all cases regardless of whether the City has reviewed and/or approved plans for such infrastructure.
iii. During the period of time that Developer holds title to any portion of the Development Footprint, the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person that shall occur in such portion of the Development Footprint; and
iv. The death of any person or any acci dent, injury, loss, or damage whatsoever caused to any person or to the property of any person that shall
occur in or around the Development Footprint, including any portions of the PBC property, or off -site improvement areas, to the extent caused by the act, omission, negligence or willful misconduct of Developer, or its agents, servants, employees or contractors.
b. In addition to the foregoing, Developer shall indemnify, defend (with counsel reasonably acceptable to City), and hold the City harmless from and against all losses and costs arising out of or connected with contracts or agreements (i) to which the City is not a party and (ii) entered into by Develope r in connection with its performance under the DDA, including any assignment & assumption agreement (see Section 21, infra), provided Developer shall have no obligation to indemnify the City (but will be obligated to defend, with counsel reasonably acceptable to City), subject to reimbursement as provided below) to the extent that any such losses and costs result, directly from the sole or active negligence or willful misconduct of the City.
c. Notwithstanding the foregoing, where claims are asserted against the City in connection with any of the claims above, Developer agrees to defend the City, subject to reimbursement by City to Developer of the City’s pro rata share of costs (including attorneys’ fees associated with Developer’s defense) corresponding to City liability following final resolution of such claims.
d. Each vertical developer will be required to undertake comparable indemnity and defense obligations for benefit of City with respect to the portion of the Development Footprint acquired by such vertical developer.
20. Third Party Legal Challenges.
At Developer’s sole cost and expense, City and Developer shall cooperate in the defense of any third party, or state or federal governmental entity or official challenge to the validity of any provision in this Term Sheet, the DDA, the General Plan/CRP Area Plan amendments, the Specific Plan, the DA, any Project entitlements and/or any related CEQA determinations or documents (for purposes of this section, a “Litigation Challenge”). If Developer elects, in its sole discretion, to contest or defend a Litigation Challenge, the Developer shall take the lead role defending such Litigation Challenge and shall reimburse City for any of City’s reasonable costs, including any attorneys’ fees, related to the Litigation Challenge.
City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice in any such action or proceeding with the reasonable costs of such representation to be paid by Developer. Any proposed settlement will be subject to City’s and Developer’s approval, each in its reasonable discretion. If the terms of the proposed settlement would constitute an amendment or modification of this Term Sheet, the DDA, the General Plan/CR P Area Plan amendments, the Specific Plan, the DA, any Project entitlements and/or any related CEQA determinations or documents, the settlement shall not become effective unless such amendment or modification is approved by City, and City reserves its full
legislative discretion with respect thereto. If Developer opts not to contest or defend any such Litigation Challenge, City shall have no obligation to do so.
Developer shall indemnify, defend (with counsel reasonably acceptable to City) , and hold harmless City Parties from and against any and all Claims raised in connection with the Litigation Challenge, including attorneys’ fees awarded under Code of Civil Procedure Section 1021.5, assessed or awarded against City by way of judgment, settlement, or stipulation. Any proposed settlement of a Litigation Challenge shall be subject to City’s approval not to be unreasonably withheld, conditioned or delayed.
For purposes of S ections 18, 19 and 20, “ City Parties” means and includes City and its elected and appointed officials, officers, employees, agents, volunteers, attorneys, contractors and representatives, and “ Claims” means any and all liabilities, obligations, judgments, orders, claims, damages, fines, penalties and expenses, actions, causes of action, claims, cross -claims, disputes, demands, losses, taxes, costs, loss of service, expenses, liabilities, debts whatsoever, in law or in equity, whether known or unk nown, of any kind or character, including attorneys’ fees and costs.
This Section 20 shall survive expiration or other termination of this Term Sheet to the extent a claim accrues prior to or costs are incurred prior to such termination or expiration. Except as otherwise expressly provided herein, this Term Sheet shall terminate upon execution and approval of the DDA or as otherwise provided within this Term Sheet.
21. Transfers.
This Term Sheet and the DDA and DA shall be executed and entered into by Concord First Partners, LLC, or another entity controlled by the three members of Concord First Partners, LLC, and approved by City in its sole and absolute discretion. After execution of the DDA and DA, transfers by Developer of certain rights and obligations under the DDA and DA may be appropriate or necessary to achieve organizational and tax efficiencies, to attract development partners for diverse Project elements, to attract capital and investment in the Project, or other commercially recognized reaso ns. Developer shall be permitted to transfer its interests in the DDA and DA only as set forth in this Section 21. For purposes of this Section 21, “control” means power, indirectly or directly, to direct or cause the direction of the management or policies of the subject person or entity by contract or otherwise, subject only to major decisions requiring the consent and approval of other owners of such entity.
a. Transfer to Affiliate of Developer . Developer shall be permitted to transfer all or any portion of its rights and corresponding obligations under the DDA and DA from time to time to a transferee who, directly or indirectly, controls, is controlled by, or is under common control with Developer (any such person or entity, an “Affiliate”) without, in any such case, the approval of the City (except as provided in Section
11.c. above), provided that at the time of such transfer: (i) there has been no event of default by Developer under the DDA or DA; and (ii) no event has occurred that, with notice and opportunity to cure or both, would constitute an event of default by Developer under the DDA or DA.
b. Change in Control; Stock/Share Transactions . Developer shall not, without the City’s consent, allow a transfer of the direct or indirect interests in the Developer to any new person or new entity or party. Nothing in this Section 21 shall restrict transfer or issuance of shares on a public market or a merger or similar transaction.
c. Mortgages & Transfers to Vertical Developers. Subject to any conditions set forth in other Sections of this Term Sheet, the following mortgages and transfers shall be allowed without review or approval by the City:
i. Upon o r at any time after the satisfaction of the conditions precedent to transfer of a Parcel to Developer set forth in Section 10, any mortgage against fee title (or leasehold title) as to such Parcel (but not including affordable housing development pads) for the purpose of securing debt financing for development of all or a portion of the Development Footprint.
ii. Upon or at any time after the satisfaction of conditions precedent to transfer of a large lot parcel to a vertical developer set forth in Section 11, any conveyance by Developer to a transferee of fee or leasehold title as to such large lot parcel, and a corresponding permitted assignment to such vertical developer assignee of rights and obligations, including In -Tract Improvement obligations, of Developer under the DDA and DA as to such large lot parcel.
iii. Upon or at any time after the satisfaction of conditions precedent to transfer of a Parcel to a vertical developer and completion of the vertical development, the sale or leasing for occupancy of the completed vertical development.
d. Form of Assignment & Assumption Agreement. The Parties agree to negotiate and include as exhibits to the DDA and DA approved forms of one or more assignment and assumption agreements. The form of assignment and assumption agreement for vertical developers shall include a framework for the commitment by vertical developers to a schedule of performance for commencement and completion of vertical development.
e. Other Transfers. Any transfer not otherwise permitt ed by this Section 21 may be approved by City in its sole, absolute discretion.
22. Remedies.
a. Limitations on Award of Damages . Appropriate and customary remedies in the case of default by a Party (and in no event to include actual, consequential, special, or punitive damages) will be addressed by the Parties in the DDA and DA. The
principal remedy of both Parties in the event of default under the DDA or DA shall be specific performance.
b. No Attorneys’ Fees. Each party will bear its own attorney fees in any action by a Party to enforce its rights under the DDA and/or DA.
c. City Remedies against Vertical Developers . The forms of assignment and assumption agreement to be negotiated between City and Developer and attached to the DDA and DA shall address City’s remedies against vertical developers for defaults by such vertical developers.
23. Excusable Delays.
The time for Developer to perform any act under the DDA or DA, including Developer’s obligations in Section 5 (Schedule of Performance), shall be automatically extended for the period of any of the delays described below (each, an “ Excusable Delay ”). Developer’s obligation to make any community benefit contributions to the City as set forth in the DDA and/or DA, including the schedule for such payments, shall not be subject to extension for Excusable Delay.
a. Administrative Delay . Meaning failure by governmental or quasi -governmental entities to act within re asonable times under applicable laws, or actions by governmental or quasi-governmental entities that are successfully challenged by the Developer or an assignee / transferee / vertical developer.
b. Resource Permitting Agency Delays . Meaning delays in issuan ce of resource agency permits required to implement the Project, including: (1) authorization to dredge or fill waters of the United States under Clean Water Act section 404 from the U.S. Army Corps of Engineers; (2) certification of the San Francisco Bay Regional Water Quality Control Board under section 401 of the Clean Water Act; (3) a Streambed Alteration Agreement with the California Department of Fish and Wildlife; (4) authorization under sections 7 and/or 10 of the federal Endangered Species Act from the Fish and Wildlife Service; and/or (5) a Consistency Determination or Incidental Take Permit from the California Department of Fish and Wildlife under the California Fish and Game Code. Application of this automatic extension is subject to Developer’s reasonably diligent pursuit of such resource agency permits. Provided Developer can reasonably proceed with development consistent with the Schedule of Performance in the absence of one or more of the above-referenced permits, the extension in this Section 23.b. would apply only to those geographic areas of the Development Footprint where development consistent with the Specific Plan cannot occur absent such permit.
c. CEQA Delay. Meaning the time reasonably required to complete any additional environmental review or documentation for future Project applications or approvals (not including the initial approvals of the General Plan/CRP Area Plan amendments, the Specific Plan, the DDA, and the DA), subject to a requirement that Developer shall have made all commercially reasonable efforts to timely
complete such environmental review, and the time during which legal proceedings regarding sufficiency of environmental review are pending (regardless of whether development is subject to a stay during such proceedings).
d. Economic Delay. Meaning two or more of the following have occurred in the same calendar quarter: (i) the FHFA House Price Index has declined by more than four percent (4%) over the preceding 12 -month period; ii) the Housing Starts rate has declined by more than fifteen percent (15%) for two consecutive quarters over the preceding 12-month period, and iii) the National Bureau of Economic Research has declared that a recession is in effect during such calendar quarter. Economic Delay shall commence upon Developer’s notification to the City of the Economic Delay (together with appropriate backup evidence) (the “ Economic Delay Start Date”) that two or more of the for egoing metrics have been triggered. Economic Delay shall continue prospectively on a quarterly basis and remain in effect until two or more of the following have occurred: (1) the FHFA House Price Index has increased by more than four percent (4%) over the preceding 12-month period, (2) Housing Starts has increased for two (2) successive quarters and, (3) the National Bureau of Economic Research has declared that the recession has ended; provided that the cumulative total of Economic Delay in any given Phase shall not exceed forty-eight (48) months. “FHFA Housing Price Index” means the Rolling 12-Month Change published by the Federal Housing Finance Agency representing home price trends for the Oakland -Berkeley-Livermore Metropolitan Statistical Area (comprising Alameda and Contra Costa counties). “Housing Starts” means the New Private Housing Units Authorized by Building Permits for California published by the U. S. Census Bureau... If the FHFA Housing Price Index and/or the Housing Starts are discontinued, Developer and City agree to use a substitute index that tracks the residential market with as close a geography to the Oakland- Berkeley-Livermore Metropolitan Statistical Area as possible. If the National Bureau of Economic Research no longer makes declarations of recession Developer and City agree to use a declaration from another similar public or private, non-profit, non-partisan organization.
e. Force Majeure. Meaning the range of natural and man -made acts outside of the reasonable control of the Party claiming delay, including wars, strikes, natural disasters, litigation, and reasonably unforeseen site conditions, which adversely affect the claiming Party’s (which may, notwithstanding anything above, be Developer or City) ability to timely perform its obligations under the DDA or DA, provided that Excusable Delay shall not include the inability to obtain financing.
f. Notice. To claim Excusable Delay, Developer shall provide notice within sixty (60) days of actual knowledge of the event causing the delay. The period of Excusable Delay shall commence, and shall run from, the date of such notice.
24. Transfer of Remainder of Development Footprint.
If, following Developer’s default under the DDA or failure to timely meet milestones or other conditions required to earn the right to acquire and develop one or more
Future Phases, City conveys all or any portion of the Future Phases (the “Transferred Portion”) to any party other than Developer or its Affiliate(s), then City will require the developer of such Transferred Portion to reimburse Developer, out of project revenues from such Transferred Portion, for such Transferred Portion’s pro rata share of reasonable Proj ect Costs incurred by Developer for oversized utilities, school facilities, habitat or species mitigation work, hazardous materials remediation or containment work or facilities, environmental insurance premiums, planning and environmental review, or other similar work or improvements serving and benefitting the Project as a whole, including such Transferred Portion, and that the new developer would have had to complete but for Developer’s completion thereof. The DDAs for such Transferred Portion will contain a mechanism for granting priority and security for such reimbursement.
Developer acknowledges that the City will not be obligated to fund such reimbursement from its general fund or other City revenues (other than fees or revenues from the development of such Transferred Portion).
25. Navy/City Conveyance Agreement.
Developer and City acknowledge the need to negotiate the terms for conveyance of property from the Navy. Any land acquisition payment required to be made to the Navy (which could include an up-front payment, a participation framework, or some other structure) would be considered a Project Cost for purposes of the Pro- forma. Developer shall actively participate as requested by the City in the City’s acquisition of the Development Footprint from the Navy. Developer shall be readily available to attend meetings, provide Project data, and provide Project financial analysis to the City to support the City’s acquisition negotiations and final agreement between the City and Navy which is consistent with this Term Sheet (the “Navy/City Conveyance Agreement”). City shall use its good faith efforts to complete such negotiations for: a term sheet with the Navy within 12 month following City Council’s approval of this Term Sheet or as soon thereafter as reasonably practicable; and b) execute the Navy/City Conveyance Agreement within 24 months following City Council’s approval of this Term Sheet, or as soon thereafter as reasonably practicable.
26. Corporate Structure & Capitalization of Developer.
Developer, Concord First Partners, LLC, is a Delaware Limited Liability corporation (“CFP”). CFP’s members are Discovery Builders, Inc., a California Corporation (“DBI”), Lewis Concord Member, LLC, a Delaware limited liability company (“LCM”), and Cal ifornia Capital & Investment Group, a California corporation (“CCIG”) (collectively the “Members”). LMC is the managing member of CFP. The Members have capital interests in CFP and will contribute equity towards Project related costs/expenditures as follows:
DBI – 45%
LCM – 45%
CCIG – 10%
27. Development Agreement.
a. Term. The overall term of the DA will be commensurate with the timeline for development of the entire Project. The DA will include an initial term equal to anticipated Phase One build out timeline. Automatic extensions of the Term shall become effective upon City’s conveyance of Parcels of land to Developer for each of the subsequ ent Phases Two through Five, subject to Developer meeting specified milestones. The duration of each Phase specific automatic extension shall be equal to the anticipated buildout timeline for the applicable Phase. The DA will also include provisions authorizing extension of the term and deadlines for performance milestones upon occurrence of specified events of Excusable Delay referenced in Section 23.
b. Vested Rights.
i. Developer shall have the vested right to develop the portion of the Property in which Developer has a legal or equitable interest in accordance with and subject to the DA, the Specific Plan (and any related contemporaneous approvals) and any subsequently -required project approvals, which shall control the overall design, development, and construction of the Project and all improvements and appurtenances in connection therewith, including without limitation: (1) permitted uses; (2) density and intensity of uses; (3) maximum height and size of buildings; (4) building location; (5) the number of allowable parking spaces, (6) provision for construction of public improvements, and (7) all mitigation measures that may be required.
ii. To the extent Developer is required to obtain any subsequent Project approvals from the City, the City shall not use its discretionary authority in considering any such application to change the policy decisions reflected in the DA and the Specific Plan, or otherwise to prevent or to delay development of the Project.
c. Public Improvements and Amenities . The DA would specify the public improvements, community benefits and amenities and required timing of delivery of same.
d. Fees. Except for impact fees (including habitat mitigation fees) imposed upon Project-specific permits by federal and state resource agenci es or to address Project-specific mitigation measures imposed through the CEQA process, the Project shall be subject only to development impact fees that are imposed uniformly on a City-wide basis. However, the Project shall not be subject to any of the fo llowing fees or exactions, due to the substantial infrastructure, mitigation measures and improvements to be provided by the Project:
i. Any affordable housing fee, off -set or similar affordable housing requirement.
ii. Any traffic or transportation impact fee other than a fee program pursuant to the Specific Plan or pursuant to the mitigation monitoring and reporting program adopted in connection with a CEQA document for the Specific Plan and the DA. Any City development impact fee that addresses development impacts previously addressed and/or mitigated by Developer relative to the Project through mitigation measures imposed through the CEQA process described in Section 8.c.; Project elements included in the development program; or Project features, programs, or benefits required pursuant to the DDA, the DA, or the Specific Plan.
iii. Where Developer would be required to pay a development impact fee notwithstanding the provisions above, Developer shall receive credit against the fee in the amount of actual reasonable hard and soft costs, not including financing costs, associated with facilities built or provided as part of the Project.
f. Assignment. Assignment provisions and remedies consistent with those in the DDA.
g. Addition of Future EDC Transfer Parcels. The DA would address addition of future EDC transfer parcels as and when Navy transfers such parcels to the City.
h. Termination. Termination of the DDA will result in automatic termination of the DA as to any property in the Development Footprint that has not previously been conveyed to Developer.
28. Exhibits.
Exhibit A: Land Use Plan with Phasing
Exhibit B: Pro-forma (Summary Sheet & Cashflow Analysis) Exhibit C: Backbone Infrastructure by Development Phase
Exhibit A-1
OAK #4886-0854-7635 v18
Exhibit A
Land Use Plan with Phasing
Exhibit A-2
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Exhibit A-3
OAK #4886-0854-7635 v18
Exhibit A-4
OAK #4886-0854-7635 v18
Exhibit A-5
OAK #4886-0854-7635 v18
Exhibit B
OAK #4886-0854-7635 v18
Exhibit B
Proforma (Summary Sheet & Cashflow Analysis)
Sources and Uses ($$ in Millions*)
Community Benefits ($$ in Millions*)
Sources
Net Land Revenues $ 5,579.4 Community Center/Library $ 117.4 Marketing Program Revenue $ 209.4
CFD(s) $ 1,679.8 Affordable Housing Contributions $ 85.4
Subtotal - Sources $ 7,468.6 Tournament Sports Park $ 176.2
Uses Total Community Benefits: $ 379.0
Entitlements $ 77.6
Pre-Development $ 385.9
Remediation/Oversight $ 20.8
City Prior Debt Contribution $ 15.0 Projected Project Cumulative UIRR by Phase Habitat Mitigation $ 103.2 Phase I 15.2%
Backbone Infrastructure $ 1,154.6 Phase II 20.2%
Parks/Greenways/Mt. Diablo Creek Restoration $ 256.0 Phase III 20.5% Community Center/Library $ 117.4 Phase IV 20.8%
Affordable Housing Contributions $ 85.4 Phase V 20.9% Tournament Sports Park $ 176.2
Fire Stations (2) $ 28.8
Project Management/Overhead $ 72.3
Property Maintanance/Insurance $ 164.7 Profit Participation Structure City Marketing/Sales/Closing Costs $ 295.1
Contingency (20%) $ 443.8 Tranche 1 (18% - 20% UIRR) 40%
Subtotal - Uses $ 3,396.8 Tranche 2 (20% - 22% UIRR) 50%
Net Cash Flow $ 4,071.8 Tranche 3 (22% + ) 60%
Developer UIRR (Unleveraged IRR) 20.9%
* Costs/Revenues represented are estimates only based upon 2022 dollars with annual escalation; Actual results will likley vary from estimates
Exhibit C
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Exhibit C
Backbone Infrastructure by Development Phase
PHASE 1
• Off-Site Infrastructure
o Downstream Upgrades to CCCSD’s infrastructure in North Concord (Alternative o #3 per 2022 CCCSD Study) – 2 Miles± of New or Replaced Pipelines o Potable Water Transmission Main to Bates Avenue / Port Chicago Highway – 1 o Mile± of New Pipeline
o 1 – 3.3 MGD± Potable Water Storage Reservoir and Supply Pipelines o Recycled Water Transmission Main to the CCCSD Recycled Water Treatment o Plant (Route B per 2011 CCCSD Study) – 3.3 Miles± of New Pipelines o 1 – 2.9 MGD± Recycled Water Storage Reservoir, Supply Pipelines and Booster o Pump Station
o Phase 1 Mt Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet± o Evora Road Connection and Diablo Creek Golf Course Repair o Evora Road Bridge at Mt. Diablo Creek
• On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Widening of Willow Pass Road to 4 Lanes from Highway 4 to Landana Drive o New Willow Pass Road Bridge at Mt. Diablo Creek
o Delta Road Bridge at Mt. Diablo Creek
o Backbone Roadways
o Phase 1 Mt. Diablo Creek Restoration
o Site Preparation for the PG&E Substation
PHASE 2
• Off-Site Infrastructure
o 1 – 3.3 MGD± Potable Water Storage Reservoir
o Phase 2 Mt Diablo Creek Regional Detention Basin, approximately 90 Acre-Feet± o Panoramic Drive / Port Chicago Highway Intersection Improvements o Arnold Industrial Way / Port Chicago Highway Intersection Improvements o East Olivera Road Widening
o East Olivera Street / Salvio Street Intersection Improvements • On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Sanitary Sewer Pump Station
o Stormwater Multi-Purpose Basins and Outfalls
Exhibit C
OAK #4886-0854-7635 v18
PHASE 3
o Backbone Roadways
o Phase 2 Mt. Diablo Creek Restoration
• Off-Site Infrastructure
o Phase 3 Mt. Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet o East Olivera Road Widening
o Willow Pass Road Widening from Granada Drive to East Olivera Road o Willow Pass Road / Clayton Way Intersection Improvements o Bridge to City-Wide Park
• On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Backbone Roadways
o Phase 3 Mt. Diablo Creek Restoration
PHASE 4
• Off-Site Infrastructure
o Bridge to EBRPD Visitor Center
o West Street Extension to Concord Boulevard Connection o Phase 4 Mt. Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet± • On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Backbone Roadways
o Phase 4 Mt. Diablo Creek Restoration
PHASE 5
• Off-Site Infrastructure
o Major Arterial Extension to Bailey Road and Intersection Improvements o Major Arterial Bridge at Mt. Diablo Creek
o Phase 5 Mt. Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet± • On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Backbone Roadways
o Phase 5 Mt. Diablo Creek Restoration
Dear Concord City Council,
It’s time. PLEASE drop Seeno AND their partners as the Master Developer for the Concord reuse project.
This project could be the largest development in northern California, and definitely the largest one in our region. The consequences of this decision are too important to allow companies with such a long, poor record (shady practices, government investigations, fraud arrests, breaking environmental laws, bullying, threats, lawsuits against key partners on this project) to be involved. Last year in August when Seeno and their partners were tentatively chosen, more than 90 percent of public comments specifically asked you NOT to choose them as the Master Developer. Concord residents were ignored. And just this year, the company’s own representatives tried to eliminate the city’s leverage on the project, and even admitted they couldn’t make the project work. They shouldn’t have been chosen in the first place, they can’t deliver, and Concord residents deserve all the community benefits associated with this project that were promised to them in the years and decades leading up to today. PLEASE drop Seeno AND their partners so a trustworthy, capable entity can take the lead and create something that will benefit Concord instead of creating a disaster.
Regards,
Concord Resident
The email above was received from:
4. Luis Agcaoili
5. Carol Brenes
6. Susan Buckland
7. Colleen Cabot
8. David Carnahan
9. Deborah Carr
10. Christine Cerullo
11. Patti Collinson
12. Raquel Contreras
13. Lois CXourchaine
14. Joseph Crawford
15. Aaron Davis
16. Manuella Deitrick
17. Patricia Del Don
18. Jane DeYoung
19. Franklin Dill
20. Peter Ellingson
21. Peter Frazier
22. Joe Gunshannon
23. Jennifer Hanson
24. James Ingenluyff
25. Amanda Irish
26. Stefanie Keagy
27. Roger Kingston
28. Wayne Lutz
29. Karen MacPherson
30. Katherine Marsden
31. Debra Marshall
32. Diane McClelland
33. Phil McClelland
34. Phil McClure
35. Juan Mercado
36. Denise Meyer
37. Matt Morgan
38. Bridgett Mowry
39. Patricia Murillo
40. Catherine Natale
41. Steve Nelson
42. Kevin Newton
43. Jeff Nixon
44. Virginia Novak
45. Jennifer Odom
46. Stephanie Oroquita
47. Cindia Ortega
48. Edwin Osada
49. Linda Pavlin
50. Don Santos
51. Travis Pimentel
52. Christine Rivera
53. Anne Rosecrance
54. Eve Summers
55. Scarlett Salaverria
56. Holly Scott
57. Nydia M. Sena
58. Yuly Tenorio
59. Debra Thompson
60. Maura Torkildson
61. Julian Weingart
62. Shawn J. West
63. Carol Young
Dear Concord City Council,
Please drop Seeno and their partners as the Master Developer for the Concord reuse project. This project could be the largest development in northern California, and definitely the largest one in our region. The consequences of this decision are too important to allow companies with such a long, poor record (shady practices, government investigations, fraud arrests, breaking environmental laws, bullying, threats, lawsuits against key partners on this project) to be involved. Last year in August when Seeno and their partners were tentatively chosen, more than 90 percent of public comments specifically asked you not to choose them as the Master Developer. Concord residents were ignored. And just this year, the company’s own representatives tried to eliminate the city’s leverage on the project, and even admitted they couldn’t make the project work. They shouldn’t have been chosen in the first place, they can’t deliver, and Concord residents deserve all the community benefits associated with this project that were promised to them in the years and decades leading up to today. PLEASE drop Seeno AND their partners so a trustworthy, capable entity can take the lead and create something that will benefit Concord instead of creating a disaster.
The following people submitted the email above:
1. Patricia Abernathy
2. Diane Agar
3. Raul Agar
4. Karlo Agustin
5. Mikayla Alcock
6. Ingrid Alvarez
7. Banking Analyst
8. Sharon Anderson
9. Cynthia Antang
10. Martha Apaza
11. Ernest Teddy Applegate
12. Lynne Armstron
13. Quinn Daphne Arnhols
14. Andrew Austin
15. Sarah Baca
16. elainejegi Baker
17. Kelly balestrieri
18. Mario balestrieri
19. Shannon Barbour
20. Elizabeth Barre
21. Fred Barre
22. Francis Barrett
23. Michelle Barrett
24. Elizabeth Barry
25. Michael Bassett
26. Susan Bateman-Ketcham
27. Henry Bear
28. Mark Belotz
29. Patricia Bennett
30. Annette Benton
31. Chris Bergstrom
32. Georgina Blakemore
33. Ginger Blakemore
34. Peter Boffey
35. Benjamin Bomberry
36. Elizabeth Boyd-Baxley
37. Stephen Breithaupt
38. Kelly Brice
39. Marisa Briggs
40. Derek Brown
41. Heidi Brown
42. Chloe Buckingham
43. dineenburdick Burdick
44. Susan Burkitt
45. Camille Camerlo
46. David Camerlo
47. John Canales
48. Marc Caredio
49. Angela Carmazzi
50. Natalie Chapman
51. Steve Chapman
52. Steven Cheah
53. Paul Chelstowski
54. David Chiranukul
55. Ethan Christman
56. Carly Clements Owens
57. Christine Cole
58. Kim Collier
59. Catherine Colman
60. Patrick Conrad
61. Denise P Cory
62. Michael Cox
63. Sarah Cox
64. Rick Crowell
65. Joan Cuenco
66. Soledad Cuenco
67. Colette Cussary
68. Lisa Dadgar
69. Susan Dairclough
70. Megan Dale
71. Lori Dawson
72. Lisa Dell-Anno
73. David DeRose
74. Lynda Deschambault
75. Christian Deshaies
76. Catherine Dickert
77. Roman Dockal
78. Moses J Domigo
79. John Douglas Donegan
80. Don Dudan
81. Karla Duncan
82. Steve Duncan
83. Rachel Eaton
84. Theodore Edwards
85. Eric Eitelgeorge
86. Kristina Eitelgeorge
87. Sarah Engles
88. Anne Enright
89. Kenneth Fine
90. Robert Fine
91. Stan Fong
92. Robin Frazier
93. Duane Freeman
94. Katherine Galvin
95. Lori Garcia
96. Quay Garcia
97. Ernest Garrison
98. Kiley Gasparaovic
99. Jim Gill
100. Michelle Gill
101. Paul Glassner
102. Sharman Gordon
103. Alex Gourtzelis
104. Greg Grass
105. Sue Guest
106. Julio C Guillen
107. Cindy Hamer
108. Kymberly Hamilton
109. Phil Hanavan
110. Kim Hannan
111. Kenneth Hansen
112. Jennifer Hanson
113. Donna Harper
114. Linda Haycox
115. Hillary Hecht
116. Christie Heide
117. Todd Heller
118. Lucy Henderson
119. Carlos Hernandez
120. Carrie Hess
121. Kristina Hindes
122. Eileen Hinds
123. Ward Hinds
124. Guenter Hofstadler
125. Lieana Holman
126. Dorothy Hooper
127. Sharon Hooper
128. Kimi Horner
129. Kristin Horner
130. Christopher Hudson
131. Elaine Jackson
132. Elaine Jegi
133. Brian Johnson
134. L Johnson
135. Phil Johnson
136. Colleen Johnston
137. Joan Johnston
138. Jan Jones
139. Tom Jones
140. Karen Kaiser
141. Kevin Kananen
142. Jennifer Kaneshiro
143. Helen Kaslin
144. Stewart Kennon
145. Allan Kober
146. Donna Kramer
147. Lesley Lammers
148. Patricia Lapin
149. Lorna Lasky
150. Steve Lawler
151. Patrick Lazzari
152. Daniel Leininger
153. Leslie Lethaby
154. Emily Lines
155. Robert Livingston
156. zaklobato Lobato
157. Larry Loomer
158. Robert Loomis
159. Amy Lopez
160. Jeff Lucot
161. Teri Lusk
162. Dennis M
163. Lisa Madigan
164. Julia Maeding
165. Geraldine Mallari
166. Char Mander
167. Jami Martinez
168. Lynda Martinez
169. Taro Martinez
170. Richard McCarthy
171. Laura McFarland
172. Michael McGloin
173. Michael McKay
174. Wayne R McKinney
175. Sandra S Medeiros
176. Joe Megley
177. David Melton
178. Christine Miller
179. Marvin Miller
180. Dan Minor
181. Pamela Mitchell
182. Dennis Moniz
183. Gordon Monroe
184. Johnathan Montoya
185. Kenneth Moora
186. Edda L Moore
187. Nina Mortensen
188. Richard Mortensen
189. Tacy Moser
190. Nadyne Motheral
191. Save Mount Diablo
192. MKC Music
193. candydcahill n/a
194. Elizabeth n/a
195. noemitorres11 n/a
196. Sylvia Nchlinger
197. ericasvg Nelson
198. Toni Nestore
199. Edna Nguyen
200. Shirley Nootbaar
201. Alicia Oceguera
202. Kendall Oei
203. Jeannine O'Neil
204. Greg Or
205. Nathaly Ortiz
206. Norma Ortiz
207. Diane Shelby O'Shea
208. Alison Overell
209. Stephen Paanen
210. Jim Pappas
211. Connie Patch
212. Krysta Patterson
213. Josh Peng
214. Tracy Peng
215. Jenn Perlee
216. Ellen Peterson
217. Juley Peterson
218. Clint Pettit
219. Tiffany Pezzola
220. Sherry Piatt
221. Charmaine Portier-Drost
222. Rodney Post
223. Michael Potter
224. Donald Powell
225. Joe Queirolo
226. Nancy Quilici
227. Simona Quintana
228. Rico Ramirez
229. Steven Reichel
230. Elizabeth Renner
231. Joel Rentner
232. Joyce Richardson
233. Shawn Richardson
234. Allison rideau
235. Sandra S Ritchie
236. Lori Rivers
237. Antonio Robles
238. Maritza Robles
239. Sarah Robson
240. Marc Roccanova
241. Maria Rodriguez
242. Doug Rogers
243. Sheri Rogers
244. Jack Roy
245. Michael Ruth
246. Bernie Ryan
247. Danielle Salet
248. Juan Sanchez
249. Ignacio Sanchez
250. Harry Sanders
251. Deb Santone
252. Tamar Savazian
253. Robert Savre
254. Hans Schneider
255. Sarita Schoenstein
256. Tom Schoenstein
257. Karen Schwab
258. Barbara Scudero
259. Eric Serna
260. Robin L Sexton
261. Sally Shea Potts
262. Adam Shore
263. Johnathan Simonton
264. Romana Sinegal
265. Jimmy Sinkay
266. Peyton Siville
267. Mark Skriv
268. Bernard Smith
269. Kristin Smith
270. Peggy Smith
271. Shannon Smith
272. Mark Spellman
273. Tim Stewart
274. Sherryl Stientjes
275. Kym Storms
276. Kim Strand
277. Julie Sullivan
278. Viki Tatro
279. Greg Teal
280. Daja Terry
281. Kathleen Thomas
282. Suzannah Thomas
283. Rachel Tiffany
284. Andy Trickel
285. Eugene Turkov
286. Lindsey Turkov
287. Robert Underwood
288. Joan Valancy
289. Jay Vlavianos
290. David Waal
291. Harold Wagner
292. Janis Wagner
293. Mary Walker
294. Myrna Ward
295. Anne Warnement
296. Susan Warren
297. Jasmin Tabar Watson
298. Lisa Weaver
299. Dennis Weidenbach
300. RoseJean Weller
301. Dan West
302. Lynne White
303. David Williams
304. Sharon Williams
From: Aaron Tiedemann <[email protected]>
Sent: Thursday, January 5, 2023 9:00 AM
To: Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Aliano, Dominic <[email protected]>; Nakamura, Laura <[email protected]>; Obringer, Carlyn <[email protected]>; Bjerke, Guy <[email protected]>; [email protected]; [email protected]; [email protected]; Ryan, Joan <[email protected]>
Cc: Debra Ballinger <[email protected]>
Subject: EBHO Comment Letter on Draft CNWS Term Sheet
Please find attached our comment letter on the draft Term Sheet ahead of Council consideration on Saturday.
--
Aaron Tie de mann
Policy Manager
EAST BAY HOUSING ORGANIZATIONS (EBHO)
[email protected]
538 Ninth Street, Suite 200 | Oakland, CA 94607
pronouns: he/him
Join us or renew your membership for 2023! Thank you for supporting our efforts to protect, preserve and create affordable housing for all!
January 5, 2023
To:
Laura Hoffmeister, Mayor
Edi Birsan, Vice-Mayor
Carlyn Obringer, Councilmember
Laura Nakamura, Councilmember
Dominic Aliano, Councilmember
Guy Bjerke, Director, Economic Development and Base Reuse Joan Ryan, Principal Planner
Jeb Elmore, Vice-President, Acquisitions, Lewis Management Corp.
Louis Parsons, Discovery Builders
Doug Chen, Discovery Builders
RE: Comments on the Term Sheet Prepared by Concord First Partners Thank you for the opportunity to provide comments on the proposed Term Sheet for the development of the Concord Naval Weapons Station (CNWS) Reuse Area. East Bay Housing Organizations (EBHO) works to produce, preserve, and protect affordable housing opportunities for low-income communities across Contra Costa and Alameda Counties. Many of our 400+ individual and organizational members live, work, or provide affordable homes in Concord. We have been involved in this project for well over a decade and look forward to its eventual construction and the many opportunities for affordable housing it will create. No matter the final form of this project, it will have regional implications for the Bay’s housing crisis, making it a prime area of interest for all our members.
Having reviewed the draft term sheet and staff report prepared by City Staff and Concord First Partners (CFP), we would like to note several areas of concern that we believe must be addressed in order for this plan to move forward. In summary, these concerns are;
1. The failure to deliver on the 25% affordability requirement from the Area Plan and the infeasibility of the proposed accessory dwelling unit alternative
2. The oversized role of Related as Affordable Housing Administrator
3. The delay of the TOD area until Phase two
4. The truncated and closed public process culminating in a possible vote on this item the weekend after New Years
In light of these concerns, we request you postpone a final vote on this item at least until these issues are addressed in a new draft Term Sheet.
1
1. Failure to Deliver 25% Affordable Units
Most centrally, we would like to call attention to the failure of this Term Sheet to provide permanent affordable rental housing at the 25% level agreed to in the Area Plan. As stated in that plan:
“Affordable housing for lower income households as defined in Housing Element shall comprise at least 25 percent (3,020 total units) of the dwelling units within the Planning Area, with 30 percent of all affordable units prioritized for lower-income seniors, veterans, and teachers.” This language is clear that 25% of the total units developed must be affordable. However, in this Term Sheet, CFP has increased the number of units in the project total while keeping the number of affordable units at the 3,020 number identified earlier based on a lower total unit count, effectively reducing the percentage of affordable units to just over 19%. CFP appears to be translating the requirement from the Area Plan to mean ‘3,020 units will be affordable regardless of the overall number of units developed.’ This is a misreading of the requirement, which clearly states that 25% of the total units must be affordable, which, at the time that requirement was written, happened to be 3,020 units rather than the 3,899 units required under the new expanded number of total units.The proposed number of affordable units is an unacceptable reduction in affordability and a blatant move to work around the requirements of the Area Plan.
Unfeasible Use of JADUs to Make Up For Affordable Units EBHO and its members have serious concerns with the proposed strategy for making up the missing affordable housing with 879 junior accessory dwelling units (JADUs) attached to single family homes. At best the affordable JADU proposal is a distraction from the lowered amount of affordable units being provided, while at worst it is a means for market-rate developers to increase their profits under the guise of creating affordable housing.
It is worth noting that even CFP implicitly acknowledges that these units are not true affordable housing. In both the Term Sheet and their discussions with us they do not present this plan as delivering 3,899 affordable units. Instead, they claim they are delivering the “required” 3,020 units of affordable housing, and present the JADUs as an additional benefit.
JADUs are not a realistic way to create deed-restricted permanently affordable rental housing. This is the overwhelming opinion of our members, who represent a variety of affordable housing providers and experts in the field of housing creation. In order to remain affordable, deed-restricted affordable housing must be monitored by a government entity while tenants must go through a rigorous income certification process to ensure they qualify for their unit’s income restrictions. The nature of the proposed JADUs make both of these processes prohibitively more complicated. Currently, the City lacks capacity to monitor the affordability of 879 JADUs scattered across the Reuse Area and owned by individual homeowners, and adding such capacity would require a substantial ongoing investment of the city’s fiscal and staff resources. Furthermore, this Term Sheet offers no plan for how such a program could be started, funded, or maintained.The proposed JADU model puts the onus of providing affordable housing on individual private 2
homeowners who would need to go through the process of certifying that their tenants’ income meets the requirements to rent their unit. This is not a realistic expectation given the work required on the part of both the homeowner and tenant. Altogether, the lack of a plan to address these difficulties leads to the inevitable conclusion that a great number of these units will be rented to residents who do not meet the affordability restrictions and it would fall on the City to monitor and redress such a violation of the terms of a unit’s restrictions.
There is also no guarantee that JADUs will even be used as rental housing. While these JADUs have restrictions if put up for rent, they can freely be used as a home office or housing for family members, as CFP has told us they anticipate a significant portion of owners will do. If these units can and will be used for purposes other than rental housing for low income residents, as CFP has admitted they anticipate they will be, they cannot count towards the 25% affordable rental housing requirement.
We believe the proposed JADU strategy also violates the requirements of both Fair Housing law and the Surplus Land Act (SLA). Affordable units that are part of a mixed affordability level project must be generally of the same character as units which are market-rate. The proposed JADUs are one bedroom or studio units, whereas the other affordable units are two or three bedroom units. Because lower income and Latinx households are, on average, larger, smaller units not designed for families are less accessible to these already underserved groups; a violation of Fair Housing law. It is also disturbing, from a fair housing perspective, to put the preservation of a significant portion of the Reuse project’s affordable housing in the hands of private homeowners, especially because it means that even when units not offered for rent are used to house family members, only those with families that can afford to buy a home in the first place will benefit.
Furthermore, the Reuse project is only exempt from the SLA if it provides 25% permanently affordable housing. The lack of a serious plan that does so without relying on JADUs that will likely not actually provide affordable housing puts the future of this project at significant legal risk. The Term Sheet must be amended to include the construction of at least 3,899 units of realistic multifamily permanent affordable housing to comply with the requirements of the Area Plan.
Affordable Housing Investment
We would also like to see more investment from the Developer to ensure the affordable units that are being built are feasible. Currently the level of investment is much lower than it should be and, because it is split equally across all phases despite the unequal number of affordable units in each, results in a per unit investment that is far too low to realistically encourage development in some phases. While we are sensitive to the need for the project to pencil out, we do note that not only is the current affordable housing investment much lower than that originally proposed by the previous Master 3
Developer, but is dwarfed by the investment in the sports facility—reflecting a gross misalignment of priorities.
2. The Role of Related
Next we would like to draw attention to the role of Related as the Affordable Housing Administrator of this project. Related is being given the majority of direct control over the development of the affordable housing in the project; the Term Sheet only leaves 25% of affordable housing development to be constructed without Related’s involvement. While Related does have an arm that focuses on affordable development and has worked successfully with many of our members in the past, they are a for-profit developer. The creation of affordable housing should be led by the community based nonprofits who have been involved as stakeholders in the development of the CNWS for over a decade and who have a proven track record of providing deeply affordable housing. With this in mind, the 40% given to Related to develop in partnerships should be eliminated entirely, while the 35% of affordable development that Related is given direct development authority over should be reduced to, at most, 20%.
Additionally, Related should not have a role administering the competitive allocation of affordable developments as long as they are also going to act as a developer, as this is a role better left to the City as an impartial judge of an RFP process. Having Related take part in this role introduces an obvious conflict of interest. If the City lacks capacity to fulfill this role, the Term Sheet should include a plan to address this shortage as this is a necessary and vital part of the development process. Regardless of the process chosen, it is vital that the procedure to choose affordable developers be administered by an impartial actor; meaning either the city or a consultant who is not a housing developer.
3. Project Phasing
We oppose waiting until Phase 2 for the Transit Oriented Development (TOD) portion of the project. This is the most important area of the overall project, as it offers the most units of housing (both affordable and market rate) and takes advantage of the projects’ close proximity to a BART station. As such, it is also the area that will make affordable projects the most competitive for state funding, as proximity to transit is routinely a major focus of the scoring for such funding. Delaying this phase means those living or working in the Reuse Area will not have easy access to public transit, forcing them to rely on cars and other means that are both more environmentally harmful and less accessible to lower income residents and workers. This delay also compromises the Legally Binding Agreement with our partners in the Homeless Collaborative, whose Agreement specifies development in the first phase and development near transit amenities. The TOD phase must be moved up to comply with the project’s existing agreements and ensure its long term success.
4. Lack of Transparency and Substantive Input Opportunities 4
Finally, we would like to note the disturbing lack of openness in the process to get to this point.
With the previous Master Developer, stakeholders like EBHO as well as our partners in the Homeless Collaborative—who have pre-arranged legal rights to the proposed development—were treated as partners in the negotiation of a Term Sheet. This allowed us to make our concerns known to the City and the Developer early, as well as providing an opportunity to negotiate between conflicting interests, which enabled the creation of solutions to otherwise intractable differences of opinion prior to a vote by the City Council. In contrast, the current Term Sheet has arisen from a closed door process between the City and CFP with no chance for key stakeholder engagement until the Term Sheet is already finished and being recommended by staff to Council for acceptance. There is no space in this process for our concerns to be heard and the recommendation amended to reflect them.
As long-term stakeholders we feel there was no opportunity for our voices to be heard due to the rushed nature of the presentation to acceptance timeline of this process. Scheduling the entirety of this process to occur over little more than a month during theDecember holiday period, is a huge disservice to not only the key stakeholders but to Concord residents who may miss one of the most impactful decisions made by the City in their lifetimes because they did not have time to follow it.
The decision to hold this meeting exclusively in person, excluding anyone exposed to a virus or with a compromised immune system, only compounds this issue.
We strongly urge the City Council to delay a final vote on this Term Sheet until at least the end of January, in order to make meaningful changes to the term sheet that address these issues and those raised by the community.
Considering the regional importance of this project, meaningful engagement with residents and stakeholders is essential. Accepting this Term Sheet as is would ignore the legitimate and substantive concerns we have outlined and disrespect the need for feedback from the community to be incorporated.
Sincerely,
Aaron Tiedemann
Policy Manager
East Bay Housing Organizations
Debra Ballinger
Interim Executive Director, EBHO
Senior Advisor, Monument Impact
5
From: Victor Flores <[email protected]>
Sent: Wednesday, January 4, 2023 9:57 AM
To: Hoffmeister, Laura <[email protected]>; Concord City Council Email <[email protected]>
Cc: City Clerk <[email protected]>; Zoe Siegel <[email protected]> Subject: Comment Letter Re: CNWS Term Sheet
Good morning Honorable Mayor and City Council Members,
Thank you for your work and the opportunity to provide feedback. Attached is our comment letter from Greenbelt Alliance regarding the Concord Naval Weapon Station Term Sheet. We look forward to hearing from you all at the upcoming City Council meeting.
--
Victor Flores (he/him/his)
Resilience Manager, East Bay | Greenbelt Alliance
(415) 543-6771 x313 | Let's connect on LinkedIn | Calendly greenbelt.org | Facebook | Instagram | Twitter
This holiday season, become a Greenbelt Alliance monthly donor and get Bay Area Flora & Fauna: A Guide to Native Plants & Animals Around the Region, the perfect pocket book to explor e the r egio n.
January 4th, 2023
Mayor Laura Hoffmeister
Vice Mayor Edi Birsan
Councilmember Dominic Aliano
Councilmember Laura Nakamura
Councilmember Carlyn Obringer
Concord City Hall
1950 Parkside Dr.
Concord, CA, 94519
Re: Concerns About the Concord Reuse Project Term Sheet Proposed by Concord First Partners (CFP)
Dear Concord City Council,
We are writing to express our thoughts on the Concord Naval Weapon Station Term Sheet. While we understand that many of the details will be ironed out in the specific plan, we want to emphasize the importance of strong commitments to climate action and resilient infrastructure.
We ask that the City Council, 1) NOT approve the Term Sheet as drafted on January 7th, 2) direct City staff and CFP to solve the issues discussed below if any CFP Term Sheet is to be approved, and 3) if CFP cannot address the concerns below, direct Local Reuse Authority to let the ENA with CFP expire on January 31st, 2023.
Our recommendations to our concerns are listed and discussed in detail below:
1. Re-adjust the phases to build transit-oriented jobs and housing first and increase transit opportunities to the eco-innovation district. Failure to capitalize on the North Concord BART Station in Phase 1 of Reuse Project construction impedes financing of affordable housing, negatively impacts sustainability and environmental goals by increasing car-dependent travel, increasing associated greenhouse gas (GHG) emissions, and negatively impacting transit-oriented development opportunities;
2. Fulfill the affordable housing requirement without using JADUs. Using junior accessory dwelling units (JADUs) to fulfill the 25% affordable housing commitment contained in the Area Plan is unacceptable due to the inability to monitor the affordability of JADUs and the high propensity for this type of dwelling to be used exclusively for members of a household’s immediate family, not in need of affordable housing;
3. Meet the city's greenspace commitment. Failure to meet the City’s green space commitment of 876 acres in the Area Plan is unacceptable. If anything, given the proposed increase of housing units proposed in the Term Sheet, green space acreage delivered by the Reuse Project should be increased;
1
4. Commit to climate-resilient infrastructure within the term sheet. Climate change and resilience is scarcely mentioned in the term sheet. In order to build a more climate-resilient future, it is critical for CFP to explicitly list their climate resilience goals for this project.
We mentioned nearly all of these concerns in a joint letter with the Community Coalition for a Sustainable Concord (CCSC) and point to that letter for a more in-depth explanation to the first five points.
Additionally, the City of Concord is accommodating CFP significantly more than the previous developer to an unusual degree in that, during negotiations with previous master developer candidates, it did not consider an increase in housing units, and resisted attempts to be grant candidates control of the whole Reuse Plan site. Considering this, CFP should be willing and able to amend the term sheet to address the shortfalls commensurate with what they’re committing to outside of the Area Plan; As we have seen with the recent rains, it is more important than ever to have infrastructure that is able to withstand extreme weather events. Concord and this site in particular are also at risk of extreme heat, wildfire, and air pollution. These factors will be exacerbated without a sustainable design that plans around people rather than cars. The current phasing is deeply concerning to meet our goals of VMT reduction and increasing the use of public transit, walking, and non-car mobility options. The reduction of greenspace will also impact the options for resilient infrastructure and trees that can mitigate extreme heat while providing cleaner air. We urge the City Council to prioritize these considerations in the development of the Concord Naval Weapon Station.
We believe that the Concord Naval Weapon Station presents an opportunity for the city to lead the way in climate action. We encourage the City Council to consider implementing policies and infrastructure that will reduce greenhouse gas emissions and support renewable energy. While the current Climate Action Plan (CAP) items have either been adopted as state requirements or are in the progress of implementation, we encourage you to update the document to add innovative ideas and policies relevant to today's climate needs. One example of how this can be done is to set aside a portion of money for a new CAP development process.
We look forward to seeing the specific plan and hope that it includes strong commitments to both climate action and resilient infrastructure.
Thank you for considering our thoughts.
Sincerely,
Victor Flores
Greenbelt Alliance
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Honorable Mayor, Council Members of the City of Concord and staff:
In the City of Concord, we are at a crossroads. We have a choice to make history as champions of innovation and models of leadership, paving the way into the next century or we can give in to unfounded fear and hearsay and run the risk of losing the great and once in a lifetime opportunity that lies before us.
The Concord First Partners (CFP) Term Sheet is a comprehensive outline that encompasses the needs of all stakeholders in the community. In addition to clearly delineating the steps that will lead us into the next century, it also installs the City of Concord into the process at every step insuring accountability and transparency.
This term sheet has provisions for local hiring, training programs, and opportunities for local businesses to truly reach that next level. A Concord resident could literally start his/her career as a LABORER APPRENTICE on this project. Veterans will also have entry in the Helmets to Hardhats program, and you can be assured that workers on this project will be paid area standard wages with benefits for themselves and healthcare for their families.
Over 850 acres of parks, recreations, and trails that will be enjoyed by East Bay residents for decades to come, are also part of this development, including hundreds of millions of dollars in contributions made for both the Tournament Sports Park and a Campus District Community Center/Library. However, these benefits are only possible if we take the right step and mov e forward with this Term Sheet.
We appreciate your continued support of working families and all Concord residents and ask that you approve the CFP Term Sheet on January 7th. Thank you for your time.
The following people submitted the above email:
1 David Judd
2 Tieri Carter
3 Guadalupe Ruiz
4 Eduardo DeJesus
5 George Alva
6 Michael Black
7 Benjamin Strain
8 Teodoro Ortiz
9 Jose Gonzales
10 Edgar Soteno
11 Jorge Holoquin
12 Arturo Castillo
13 Curtis Kelley
14 William Ruppel
15 Jim Rivera
16 Terence Hernandez
17 Eldin Rivers
18 Glenda Rivers
19 Teneika Hernandez
20 Elvin Bunker
21 Marco Flores
22 Dan Schiegel
23 Fausto Diaz
24 Jose Garcia
25 Jose Cardenas
26 Alex Cortez
27 Dante Boyd
28 Anthony High
29 Louie Mendez
30 Adrian Cruz
31 Sage Alvarez
32 Elvira Verini
33 Robby Ronson
34 James Wilburn
35 Laura Teja
36 Ramon Flores
37 David Williams
38 Humberto Flores
39 Edwim Mira
40 Samuel Moore
41 Joege Morales
42 David Judd
43 Tieri Carter
From: Robert "Perl" Perlmutter <[email protected] > Sent: Friday, January 6, 2023 10:47 AM
To: Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Aliano, Dominic <[email protected] >; Nakamura, Laura <[email protected]>; Obringer, Carlyn <[email protected]>
Cc: Bjerke, Guy <[email protected]>; Kristi Bascom <[email protected]> Subject: Term Sheet for Concord Naval Weapons Station
Mayor Hoffmeister and Members of the City Council:
Please see the attached letter from me regarding the proposed Term Sheet for Concord Naval Weapons Stations that you will be considering at tomorrow’s special meeting.
This letter is being submitted on behalf of the Concord Naval Weapons Station Homeless Collaborative.
Regards
Robert "Perl" Perlmutter
Partner
Shute, Mihaly & Weinberger LLP
396 Hayes Street
San Francisco, CA 94102-4421
p: 415/552-7272 x248 | he/him/his
www.smwlaw.com | A San Francisco Green Business
396 HAYES STREET, SAN FRANCISCO, CA 94102
T: (415) 552-7272 F: (415) 552-5816
www.smwlaw.com
ROBERT "PERL" PERLMUTTER
Attorney
[email protected]
January 6, 2023
Via Electronic Mail Only
Mayor Laura Hoffmeister and
Concord City Council Members
1950 Parkside Drive
Concord, California 94519
Email: [email protected]
edi.birsan@city ofconcord.org
dominic.aliano@c ityofconcord.org
[email protected]
carl
[email protected]
Re: Proposed Term Sheet for Concord Naval Weapons Station
Dear Mayor Hoffmeister and Members of the City Council:
This Firm represents the Concord Naval Weapons Station Homeless Collaborative (“Collaborative”) in connection with the above-referenced Term Sheet and the proposed redevelopment of the Concord Naval Weapons Station (“CNWS”).
Yesterday, the Collaborative submitted its comments on proposed Term Sheet between the City and Concord First Partners (“CFP”) and asked the Counc il to postpone making any decisions on whether to approve the Term Sheet until after that document was revised to address the Collaborative’s concerns.
We write to underscore the Collaborative’s request for the Council to postpone making any decisions on whether to approve the Term Sh eet and also to respond to the Term Sheet Revision Memo and Revised Term Sheet that was issued by City staff yesterday after the Collaborative submitted its comments.
In 2012, the City entered into a Legally Binding Agreement (LBA) with the Collaborative to oversee the construction of housing at CNWS fo r people experiencing homelessness. As set forth in the LBA and summarized in the Collaborative’s January 5, 2023 letter, the LBA was a precondition for the federal government’s transfer of the CNWS to the City, and its terms impose mandatory legal obligations on the City. The
Mayor Hoffmeister and City Council Members
January 6, 2023
LBA provides for the development of a minimum of four Homeless Sites to be developed at CNWS and expressly mandates that “[a]t least one Homeless Site will be in the first phase of CNWS to be developed.” LBA, § 3(a) (emphasis added).
Despite this express requirement, the Term Sheet proposed and circulated for public review by the City on November 30, 2022 did not incl ude any Homeless Sites in Phase I. Representatives from the Collaborative met with City staff and CFP in mid- December to raise this concern, and the Collaborative was pleased that staff acknowledged their concerns and attempted to address them in the memo and revised Term Sheet issued yesterday. Specifically, the Revised Term She et now provides in Section 4(a) for “Transitional housing, 4 acres (65 affordable units).” Although this phrasing is imprecise, we understand that staff has indicated these 65 units are intended to satisfy the requirements of LBA section 3(a) by providing permanent supportive housing (“PSH”) for the unhoused.1
However, simply revising the Term Sheet in this manner does not suffice to comply with the letter or the spirit of LBA. The LBA requires the City to consult with the Collaborative to delineate the “exact locations of each Homeless Site” and provides that, “to the maximum extent feasible, the Homeless Sites should be located to be competitive and conform to the requirements of outside affordable housing finance programs (e.g., the Homeless Sites shall be located near public transportation and other appropriate residential amenities).” LBA § 3(b) (emphasis added).
In addition to being expressly identified in the LBA, proximity to public transportation is widely recognized as one of the most important factors in providing successful permanent supportive housing and thus in securing outside financing for such projects. Based on the extensive experience of the Collaborative’s member s, it is difficult to imagine that a Homeless Site could “be competitive and conform to the requirements of outside affordable housing finance programs” if it is not located in close proximity to public transit. Nonetheless, while acknowledging the City’s obligation to construct at least one Homeless Site in Phase I, CFP has steadfastly maintained—albeit for reasons that appear to keep changing—that Phase I of the development cannot be constructed near public transportation.
1 To avoid any confusion and potential future disputes, the Collaborative has requested that all references in the Term Sheet to “transitional” or “homeless housing” be replaced with the term “permanent supportive housing,” consistent with b est practices and the intent of the LBA.
Mayor Hoffmeister and City Council Members
January 6, 2023
There is a fundamental contradiction between City staff’s acknowledgment that PSH units must be constructed in Phase I and CFP’s claim (apparently accepted by staff) that Phase I development cannot occur in close proximity to transit. On behalf of the Collaborative, we urge the City Council to direct City staff to work with CFP and interested stakeholders to resolve this contradiction, devise a realistic and practical means of ensuring that permanent supportive housing can and will actually be funded and constructed during Phase I, and revise the Term Sheet to reflect that approach prior to the Council taking any action to approve the Term Sheet.
Approving the Revised Term Sheet in its current form, with Phase I located at a significant distance from any public transportation, jeopardizes the utility and effectiveness of these units as PSH for people experiencing homelessness. Doing so would also contravene the City’s mandatory obligations under the LBA and do a grave disservice to the homeless individuals and population the LBA is intended to serve.
Very truly yours,
SHUTE, MIHALY & WEINBERGER LLP
Robert “Perl” Pe
rlmutter
cc: Guy Bjerke (via email – [email protected]) Clients
1603282.3
January 6, 2023
Phone call from Daisy Ray, Concord resident since 1962, please drop Seeno now.
From: Kristin Smith <[email protected]>
Sent: Saturday, January 7, 2023 1:42 PM
To: City Clerk <[email protected]>
Subject: Public Comment for City Council Meeting 1-7-2023: Consideration of Concord First Term Sheet
Ms. Fockler,
It was a pleasure meeting you. Below is my comment for the public record and to send the City Council:
_____
Dear Esteemed City Council Members:
I urge you to vote NO on this term sheet.
Someone once said “you know what’s so good about the truth, everyone knows what it is, however long they’ve lived without it.” The truth is that no matter how long we’ve lived with people pushing Seeno and Concord First on us, this term sheet is no good for our City.
We see a lot of signs outside of this meeting room supporting this term sheet. But of those I’ve spoke to outside, NO ONE is a Concord resident.
I am. I have lived in Concord for 16 years and I work in Concord. I wear many hats as a Concord resident including being a lawyer and a mom. I have raised three children here. All are in MDUSD schools from elementary through high school. I love our City and care about each and every one of our residents.
This project is of critical importance to me personally as a resident and to our community in general. I have serious reservations about this term sheet and this developer.
(1) I’m concerned that the open space noted on the planned map is laughable at best. This project is clearly residentially dense. One of the reasons we moved to Concord as a young family was the desire to have open space for our kids and a feeling of living in a suburb. This term sheet adds nearly 26% percent of our City’s current population in one fell swoop. (32,153 added to 124,074 currently). A lot of what we have seen harkens images of San Francisco. We are not San Francisco for a reason. San Francisco is a good place to visit, not live, for me. What works there doesn’t work here. We live here!
(2) I’m concerned that the developer is currently in active litigation in Contra Costa Superior Court. I’ve litigated 100s of matters in my 17 years of practice. The allegations in that suit should be fully investigated. The City representative that claimed we cannot investigate because of privacy reasons is at best mistaken and at worst giving lazy response to critical issues. We can and should investigate what is happening. As Maya Angelou said, “when someone tells you who they are the first time, believe them!” We need to know who this developer actually is. A claim that things happened years ago, so we should just live forward is also ill-conceived. The last informs our future. We need to move forward with accurate knowledge of past grievances against Seeno/Concord First partners. Additionally, litigation can change finances Benched Correspondence
Agenda Item No. 2a
January 28, 2023
instantly. This would have a big impact on our project, should one side vs the other settle or lose the litigation battle.
Problems that are left unattended have a habit of becoming crises. We see red flags and problems already. We need clarity before agreement to any term sheet.
Never confuse a wish for a certainty. We have wishes to move the project forward with no hiccups but no certainty about this developer. As my 3rd grade teacher said 36 years ago “Time is our most precious commodity” here. We need to use this time to reevaluate. I implore you to reject this term sheet now.
Sincerely,
Kristin A. Smith
Concord Resident
From: Nadine Findley <[email protected]>
Sent: Saturday, January 7, 2023 5:46 PM
To: Concord City Council Email <[email protected]>; City Clerk <[email protected]>
Subject: Stop Seeno. No to Seeno for the Naval Station! They must honor the 2012 Area plan or you must stop it all together!
Stop Seeno.
No to Seeno for the Naval Station!
Seeno must honor the 2012 Area plan or you must stop it all together!
Nadine Findley
From: jimwolpman <[email protected]>
Sent: Sunday, January 8, 2023 1:55 PM
To: City Clerk <[email protected]>
Subject: Hearing on development of Naval Weapons Depot
The presentation by the Seeno group at Saturday’s hearing proudly portrayed the development of the Naval Weapons Depot not so much as housing project, but as an attempt to create a wonderful CIty on the Hill. That being so, thinking of it as a contract with terms capable of enforcement, while partially true, misconceives the relationship between Concord and Seeno. Many important issues—both known and unknown—will present themselves in the years to come. Think of a marriage contract and a successful marriage. The first doesn’t have all that much to do with the second.
So I ask you, do you want your City to marry the Seenos? Knowing what we know, there would be a lot of quarrels about money, and little happiness.
As for Labor’s endorsement of the project, think about Trump’s treatment of organized labor in Atlantic City. What are the Seenos but Trump wannabees?
-----Original Message-----
From: Hope Johnson <[email protected]>
Sent: Friday, January 6, 2023 3:48 PM
To: Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Obringer, Carlyn <[email protected]>; Aliano, Dominic <[email protected]>; [email protected] Cc: City Clerk <[email protected]>; Barone, Valerie <[email protected]>; Bjerke, Guy <[email protected]>; Brown, Susanne <[email protected]> Subject: end the exclusive negotiating agreement with CFP
Dear Concord City Council/LRA:
Direct LRA staff to let the CNWS exclusive negotiating agreement with Concord First Partners expire on January 31. 2023.
It is the only financial and ethical choice to correct the failing path you continue to deliberately go down in setting up this development. Any other choice means Concord is being managed by people lacking in moral character and common sense.
No need for elaborate discussion. We all know the corrupt history of the local Seeno family businesses.
Their history is so well known here in Concord that one of your recent incumbent colleagues, Tim McGallian, lost his campaign to remain on Council because his constituency was appalled by his choice to reward Seeno's bad behavior with the CNWS land. Even Seeno knows how well known its current and past bad actions are, demonstrated by its need to try to hide its involvement with the project behind the name Concord First Partners, a thinly veiled disguise that no one but yourselves is buying.
Both the East Bay Times and SF Business Times posted items today detailing the corrupt history of the Seeno family businesses. It includes inter-family litigation with father and son fighting over control of the businesses, with the son refusing to comply with being terminated from the business and trying to oust the father. Each is accusing the other of using underhanded tactics. They have been involved in bank fraud, mortgage fraud, intimidation of witnesses, and fined by the Nevada gaming commissioners.
Save Mt. Diablo sent a mailer out detailing Seeno companies lawsuit against the East Bay Regional Park District, an entity that Concord needs to work with at this project. It further details Seeno companies' multiple environmental violations, yet another significant issue that will arise at the CNWS.
Why would anyone want to do business with the Seeno companies? Why would anyone expect them to keep promises made? Why would this Council think Concord residents want to pay taxes to publicly finance the enrichment of these bad actors?
You will be contacted by many Concord residents and groups on the deficiencies in the proposed Term Sheet. These include lack of a specific hard promise of Concord First Partner's private financial contribution of at least one half of the $1.2B of initial backbone infrastructure required, lack of community benefits provided in the first phase with subsequent phases being many years out, and lack of needed affordable housing in the first phase. Also, deceptive promises of monetary contributions such as $50M toward affordable housing and $100M toward a tournament park, both of which are actually contributions that start with very little in the first phase ($10M and $5M, respectively) and then take 30 plus years to complete payout by pushing promises to subsequent phases. Seeno also wants to
have title of land turned over to it to start building initial infrastructure - this should not happen, Concord should lease the land to Seeno as needed in initial infrastructure placement so that Seeno does not have the opportunity to transfer it to someone else or claim it as their own if there is a financial delay.
However, the most important factor in allowing the negotiating agreement to expire is that the term sheet itself allows everything in it to be changed. See Section 4 on page 3 of the term sheet: "Specific densities, land use patterns, and uses remain subject to refinement through the planning and negotiation of the Specific Plan and DA..." Approving the term sheet merely legally binds Concord to partner with Seeno while giving Seeno legal access to begin treating Concord in the unethical and illegal ways it has treated its family and past partners. In fact, Seeno has already added thousands of housing units to its original proposal, a luxury this Council did not offer to other bidders.
Why is this the most important factor? Because this and many other parts of the term sheet require a level of trust that the parties Concord negotiates with will negotiate in good faith. I personally had this argument with Council over its previous selection of the untrustworthy Lennar but Council failed to acknowledge the importance or trust in the developer, even with a legal agreement. Now Concord has deficit of $15M from the general fund to show for its failure to select a more trustworthy partner. First year law students learn that a degree of trust in promises is necessary to justify legal enforcement of contracts. Seeno has a demonstrated history of untrustworthiness just as Lennar did, and one that troubles most residents in Concord even more than Lennar's troubled me.
I understand that some on Council will assert that Concord First Partners is not Seeno. However, Seeno is nearly 50% of the partnership. Worse yet, several sections of this term sheet allows any of the three entities that make up Concord First Partners to sell off their partnership to the others (see for example, Section 21). That means we could end up dealing only with Seeno companies. Why would you risk that? Approving the term sheet may place Concord in a position where Seeno and its current partners want Seeno to be the only partner and it would be too costly for Concord to back out.
Listen to your constituents and direct LRA staff to let the CNWS exclusive negotiating agreement with Concord First Partners expire on January 31. 2023. Anything less than that is an epic disservice to the City of Concord and its people.
Thank you for your attention to this impotant issue.
Hope Johnson
Concord Resident
-----Original Message-----
From: Karen Phillips <[email protected]>
Sent: Friday, January 6, 2023 4:30 PM
To: Concord City Council Email <[email protected]> Cc: City Clerk <[email protected]>
Subject: January 7, 2023 meeting re: Concord First Partners (a.k.a Seeno) Term Sheet
Dear City Council -
The Financial Summary in the Term Sheet is insufficient and does not reflect the verbal commitment to “transparency.”
The half-page explanation (Exhibit B, page 58 of 61) does not provide enough information for Concord residents to evaluate and understand the financing, economics and risk to taxpayers.
No contribution to the project by Concord First Partners (CFP) is shown - ALL planned sources and amounts should be clear, particularly for the initial backbone infrastructure
Anticipated funds to all stakeholders should be explicit - not just CFP, but the City, Labor, affordable housing, community benefits, etc., and the uses of tax supported Public Financing should be clearly disclosed.
OUR ASKS:
Make available the full feasibility analysis.
CFP to meet its commitment to full financial transparency.
If Seeno and its partners are unwilling to provide this information, the Term Sheet should not be approved and the Exclusive Negotiating period should be allowed to lapse.
The Term Sheet proposal DOES NOT meet the 2012 Area Plan requirement of 25% affordable housing.
This should disqualify CFP (a.k.a Seeno) from further consideration unless and until amended.
The 2012 plan allotted for 12,000 homes with 25% being affordable units. The Seeno Term Sheet increases the units to 15,595, substantially reducing open space and does not increase the total number of affordable units.
The addition of over 3,000 units was negotiated without public input behind closed doors between Concord First Partners and city staff.
CFP was privileged to receive an extremely lengthy ENA period, yet no community input for such changes was requested or utilized.
Only 5 weeks during the holiday season was given for full review of the proposed Term Sheet.
Despite the number of proposed units increasing, the affordable units, including those for homelessness, remain at only 3,020 (Exhibit A-5, Page. 57 of 61)
CFP includes Junior Accessory Dwelling Units (JADU) as “affordable ” although deed restrictions are unenforceable. JADUs are not an affordable housing solution if you cannot require the homeowner to rent them out.
Many of the planned affordable units will not be constructed for upwards of a decade.
Phase 5 has no high density affordable housing.
OUR ASKS:
The Term Sheet should be amended to include more affordable units and affordable homes in earlier phases.
The total number of units should not exceed the Area Plan without significant community engagement.
JADUs should not be included as affordable housing.
If Seeno and its partners are unwilling to honor the 2012 Area plan that includes 25% affordable housing, the Term Sheet should not be approved and the Exclusive Negotiating period should be allowed to lapse.
CFP’s principals have a history of initiating litigation against their civic partners in development projects.
This causes delays creating hardships for our labor partners and those needing affordable housing.
OUR ASKS
To assure the reputation and integrity of this development we want to expand section 11c (page 37 of 61) to include any developer that has been suspended, disbarred, or prohibited from contracting with any jurisdiction, as well as limit any developer with a repeated history of environmental violations and litigations against municipalities.
We need assurance that this “world-class” development is built by ethical, responsible developers.
If Seeno and its partners cannot comply with these requirements, the Term Sheet should not be approved and the Exclusive Negotiating period should be allowed to lapse.
In Summary: CFP’s Term Sheet violates the expectations of the Concord community as to the process and development of the CNWS property.
Sincerely,
Karen Phillips
From: Tim Platt <[email protected]>
Sent: Friday, January 6, 2023 7:53 PM
To: Concord City Council Email <[email protected]>; City Clerk <[email protected]>
Cc: Tim Platt <[email protected]>
Subject: Seeno and Naval Weapons Station project
About twenty years ago, Seeno cut down heritage oaks under cover of night on property they'd acquired just outside the Urban Limit Line in East County. When this gross violation was discovered, they were fined the cost of a permit to retroactively cut the trees down. I and others protested this silly "fine" for destroying protected trees and appealed it. (Seeno was subsequently fined $80,000 for their illegal action.)
This is one small example of why Seeno is not the type of corporate citizen you want to entrust with a major project. Please deny the Term Sheet offer and pursue a better partner for this county-changing project. You and the public deserve an honest, trustworthy partner.
Tim Platt
From: dmarq2 <[email protected]>
Sent: Friday, January 6, 2023 7:52 PM
To: City Clerk <[email protected]>
Subject: Do not approve CFP/Seeno Term Sheet!!!!
David Marquardson
Sent from my Verizon, Samsung Galaxy smartphone
From: Larry Loomer <[email protected]>
Sent: Friday, January 6, 2023 9:15 PM
To: City Clerk <[email protected]>
Subject: Stop SEENO
Dear City Clerk,
The council should not continue with Concord First Partners without first thoroughly investigating the allegations in, and financial implications of, the Seeno v. Seeno litigation. And if the council is willing to approve so many more homes for the same massive site, which completely changes the economic calculations, it should reopen the bidding for all interested developers.
Thank you.
Larry Loomer, Concord Resident
From: Clarice Adams <[email protected]>
Sent: Friday, January 6, 2023 10:48 PM
To: Concord City Council Email <[email protected]> Cc: City Clerk <[email protected]>
Subject: Local Reuse Authority acceptance of Concord First Partners’ (aka Seeno) Term Sheet.
Members of Concord City Council,
I am writing you in regards to the Naval Weapons Station's development project. I have been following the developments in the past your, starting with the awarding of the contract to Seeno, in spite of the communities valid objections. What has followed would alarm any concerned citizen.
The history of Seeno's corrupt behavior is very well documented. The mistake you made was to get into bed with such an unsavory group of people. There is still time for you to remedy this disaster. DUMP SEENO NOW!!!!
Clarice and Jon Adams
Concern (and outraged) Concord Residents
From: Cheryl Hale <[email protected]>
Sent: Friday, January 6, 2023 11:37 PM
To: Concord City Council Email <[email protected]> Cc: City Clerk <[email protected]>
Subject: Seeno
Please cancel the contract with Concord First Partners (Seeno) as the developer of the Concord Naval Weapons Station. They have a history of environmental violations, poor quality developments, lack of customer service, FBI raids, and disrespect of Native Tribes (Miwok). Given their history, which is well documented, they will destroy the land for their benefit. Please be responsible, cancel the contract.
Cheryl Hale
From: Mark Van Landuyt <[email protected]>
Sent: Saturday, January 7, 2023 7:43 AM
To: Concord City Council Email <[email protected]> Cc: City Clerk <[email protected]>
Subject: Mount Diablo Sierra Club: Respectfully Asks Council To Say NO To Seeno
Dear Concord City Council,
Wishing you all very Happy New Year.
The Concord Naval Weapons Station Reuse Project is much needed and important to Concord’s future.
We praise the Council’s efforts in creating a forward-thinking Terms sheet for the project, a strong foundation to build upon.
However, allowing Seeno to be involved in this project puts our community at risk.
Seeno Companies (Discovery Builders/Concord First Partners) has a long history of contract violations.
A long history of violations of regulatory standards,
A long history of internal instability, including being under FBI investigation.
A long history of a suing communities they have projects in.
A long history of creating irreparable damage to our lands, water, and air.
Half of our community is nervous, the other half is upset.
This is not the history or future Concord wants to make.
With great respect, we ask the City Council to vote "No" on allowing the dangerous and irresponsible Seeno Discovery Builders to be part of the Concord Naval Weapons Station Reuse Project.
Thank you for your service to our community.
Best regards,
Mount Diablo Sierra Club
From: Linus Farias <[email protected]>
Sent: Saturday, January 7, 2023 8:42 AM
To: Obringer, Carlyn <[email protected]>; Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Aliano, Dominic <[email protected]>; Nakamura, Laura <[email protected]>; Bjerke, Guy <[email protected]>; Ryan, Joan <[email protected]>; City Clerk <[email protected]>; Barone, Valerie <[email protected]> Cc: Linus Farias <[email protected]>
Subject: CNWS Reuse Term Sheet - SUPPORT WITH AMENDMENTS
January 7, 2023
RE: CNWS Reuse Term Sheet
Dear Concord City Council members and staff,
I was pleased to see that the Term Sheet was well developed and provides a level of detail that allowed me to better understand the project. Guy Bjerke and the project team did a fine job during the two community meetings held in December 2022. The proposed development of the area south of Mt. Diablo Creek is a smart use of land that will support the local economy, advance the intelligent sub-urban development in the Central Contra Costa County and the Bay Area, and demonstrate the benefits of a well thought-out plan with adequate controls. I encourage you and the City Council to approve the proposal to proceed to the DDA stage of the Negotiation Period, with provisions that appropriately address the concerns I've highlighted below.
I also acknowledge some of the concerns of the Save Mount Diablo environmental interest group (SMD), particularly those of the compliance record of Seeno companies, a member of Concord First Partners. The SMD efforts include a very professional, multi-color brochure mailed to area residents via bulk mail. I received this brochure last week. I am, however, very concerned that the intent of the group is to stop further progress on this much needed project, even though their original goal to set aside 80% of the CNWS land for preservation has been largely met. Any further delays by the City related to this project will result in the US Navy taking steps to dispose of the property to an entity other than the City of Concord. This outcome will not be a benefit to the City or the region as a whole.
I trust that you will find my abbreviated comments on the Term Sheet useful as the Council deliberates the staff proposal on January 7, 2023. If you have additional questions, please reach out to me.
PROS CONS
- Project provides needed housing in
Concord and Contra Costa County without
contributing to urban sprawl, limiting traffic
congestion and increased air pollution
ASSUMPTION: City of Concord residential
housing units (RHUs) will increase by 24.6%
- Low- and medium- density housing not
clearly defined. What is the projected
- All residential and a majority of non-
residential construction will be south of Mt.
Diablo Creek, thereby limiting watershed
impacts
- Over the 40-year project life, the count of
housing units in Concord will increase by
24.6% (15,595 residential housing
units/RHUs added to existing inventory of
47,771 RHUs)
- Project conserves resources by adding
onto existing backbone infrastructure. City
should evaluate/negotiate water and sewer
rate impacts to all city residents (potential
long-term reduction?)
- This ‘in-fill’ construction is important to
the City of Concord and Central Contra Costa
County, and will promote better utilization of
BART and reduce regional congestion
- Of the 4,962 total acres of USN property
2,687 undeveloped acres to EBRPD (54.1%),
and 2,275 acres to be developed
- Participation Model will provide
community benefit to development area and
City of Concord
- No cost impact to City of Concord (but it
is unclear if it is reasonable to expect the
future RHU owners to cover the development
costs ($4bn?), & for how long.
- Both off-site and on-site infrastructure
will be built prior to vertical construction
(again, who will cover the cost, how much, &
for how long?).
population increase to number residents in
Concord
- Traffic impact on City of Concord need
to be better studied. The proposed Willow
Pass Road expansion is unlikely to
accommodate an increase from and additional
24.6% RHUs in Concord
- No consideration of a magnet center (e.g.
shopping center) to be build along Port
Chicago Highway, either within the City or as
part of the County. Local traffic load will
burden both Port Chicago Highway and
Willow Pass Roads.
- No set-aside for places of worship for the
community. City RHUs will increase by
24.6%, and families will need such facilities,
especially to meet Concord's motto, "Where
Families Come First."
- No set-aside for satellite police station
and services in the development area This is
needed as the large development will have
relatively easy access to Highway 4 and 242
for criminals
- No express statement that the City of
Concord will be assigned the project should
CFP/Developer(s) fail to deliver on
obligations
- BART and Mt. Diablo Unified School
District commitments not defined
- Proforma needs more detail since
RHU’s for Concord will increase by 24.6%.
e.g. need Better estimate in Proforma for
Financing of Public Improvements and
Publicly Accessible Private Improvements,
described in Section 13 of Term Sheet,
including $1.2 bn for on- and off-site
backbone infrastructure costs. What will be
the burden on the residents of the area, and
for how long?
- Section 22 – Remedies need to be better
defined for both Developer and Vertical
Developers. e.g. will the City retain damages
in case of failure of contractual
commitments?
Further Questions:
1. Proforma only includes horizontal development at UIRR of $851m (20.9% of $4,071.8m) for CFP. Which entity receives the remaining $3,220.8m (cash flow)?
2. 15,595 Residential Housing Units estimated revenue is $9.1bn (15,595 units x $581,900 per unit, 2021 median home price in Concord). Will developer(s) receive ALL revenue?
Source of 2021 Housing Data: Concord California Housing data
Concord California Housing data
Concord California Housing market data real estate research
Concord California Housing data
Concord California Housing market data real estate research
Best wishes,
Linus Farias
510.423.3705
From: Micah Pearce <[email protected]>
Sent: Saturday, January 7, 2023 9:12 AM
To: City Clerk <[email protected]>
Subject: Saturday 1.7.2023 Public Comment
Dear Council,
Please do not choose single family units over commercial and park space. If we need more housing to make this project profitable then build more multifamily housing. If the builder cannot commit to high density, high quality multifamily housing then we should not continue with this developer.
Appreciatively,
Micah A. Pearce
From: roadkingridinmom <[email protected]>
Sent: Saturday, January 7, 2023 11:13 AM
To: City Clerk <[email protected]>
Cc: Scot Small <[email protected]>
Subject: Public comment for 1-7-23 Special Meeting
Importance: High
My husband and I were at the special meeting but due to the length of the meeting we were unable to stay for the public comments.
We were going to complete the Speakers Cards and address the Council URGING the council to REOPEN THE
BIDDING once again. If the City wants to increase the number of units that's fair but the other Developers should beable to bid on this as well.
Thank you,
Julie and Scot Small
Sent from my T-Mobile 4G LTE Device
From: J. C. <[email protected]>
Sent: Sunday, January 8, 2023 11:39 AM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW!!!
Also, when did the time and place of the meeting for January 7th @12 pm was change. I showed up doors locked and then I saw a notice about the change. Move to Parkside at 9 am. I did not read anything or was notified that there was a change, so I missed the meeting. My concerns are over 2100 units means around 4000 cars traversing Willow Pass Road. Most people have more than one car in the East Bay. Willow Pass is used during commute hours as a way to bypass the Walnut Creek Interchange because of the way it was designed creates traffic congestion, so they exit Pleasant Hill go over the hill passing the Stone Valley Shopping Center, up Willow Pass to Highway 4. This creates heavy traffic on Willow Pass during commute hours starting around 3p.m. Now add more cars to that.
Drop Seeno and his partners because they have shown that they don't care about the land and the environment. ONLY PROFITS
-----Original Message-----
From: Tim Shaw <[email protected]>
Sent: Sunday, January 8, 2023 3:47 AM
To: Concord City Council Email <[email protected]> Subject: Seeno Group
Please do not approve the term sheet. The city of Concord should not be doing business with this company. We can do better.
Sincerely,
Tim Shaw
Concord resident for 38 years
Sent from my iPad
From: [email protected] <[email protected]>
Sent: Saturday, January 7, 2023 5:48 PM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW!
City Council:
PLEASE DROP SEENO NOW!!!!!!!!!
Please put Concord FIRST!!!!!!!!! Please reconsider Seeno/Discovery Builders as Master Developer for the Concord Naval Weapons Station reuse project. It is not a good idea for them to be the Master Developer of this
Project. This would only be disastrous for Concord and will only hurt its residents.
Thank you for your attention to this matter.
Adrianne Brake
3761 Willow Creek Ct.
Concord, Ca. 94518
-----Original Message-----
From: Elizabeth Rounkle <[email protected]>
Sent: Saturday, January 7, 2023 5:33 PM
To: Concord City Council Email <[email protected]> Subject: No Seeno
Please don’t use Seeno for development of the CNWS.
Elizabeth Rounkle
Concord Resident
Sent from my iPhone
From: svitlana220 <[email protected]>
Sent: Saturday, January 7, 2023 4:32 PM
To: Concord City Council Email <[email protected]> Subject: SEENO
Please do not let greedy Unions to control our city. Say NO to SEENO.
Sent from my T-Mobile 4G LTE Device
-----Original Message-----
From: Dea Smith <[email protected]>
Sent: Saturday, January 7, 2023 1:58 PM
To: Concord City Council Email <[email protected]> Subject: Seeno project.
Council Members
I was once told that “A people hire A people and B people hire C people. “ I hope you assess the Seeno situation and the staff assigned to this project as A players. If not then please put A players in place.
The residents of Concord deserve no less.
Thank you,
Dea Smith.
Sent from my iPhone
From: Teri Hoffman <[email protected]>
Sent: Saturday, January 7, 2023 11:41 AM
To: Concord City Council Email <[email protected]> Subject: Drop Seen Now
Drop Seeno Now
Teresa Hoffman
1136 Discovery Way
Concord, CA 94521
From: Helen Primus <[email protected]>
Sent: Saturday, January 7, 2023 11:40 AM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW
DROP SEENO NOW!
Virus-free.www.avast.com
From: Guess Who <[email protected]>
Sent: Saturday, January 7, 2023 11:33 AM
To: Concord City Council Email <[email protected]> Subject: CONCORD NAVAL WEAPONS STATION Reuse Project
Dear City Council Members,
We are very disturbed to discover that you, the city council, decided to choose Concord First Partners aka Seeno/Discovery Builders as the Master Developer for the city of Concord's portion of the 5,000 acre CNWS reuse project. What is wrong with you? Why would you subject the residents of Concord, including this household to a developer who has such an extensive history of fraud, environmental violations, and disregard for the physical, emotional, and economic well- being of this, or any, community?
You must immediately and permanently remove Concord First Partners aka Seeno/Discovery Builders, and anyone who is, or ever has been, associated with them, from this project or face massive community activism organized against your re- elections.
We trust that as public servants, you will do the right thing - today.
Thank you,
The Leadsworth Household at
1845 Andrea Lane,
Concord, CA 94519
-----Original Message-----
From: Lily Sulymankhel <[email protected]>
Sent: Saturday, January 7, 2023 10:01 AM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno Now
“EXTERNAL EMAIL: This email originated from outside of the organization. Do not follow guidance, click links, or open attachments unless you recognize the sender and know the content is safe.”
Hi city council,
Please DROPSEENONOW I am against building in my city it is already crowed.
Thank you for your help.
Thank You,
Lily
Custom Made By Lily
p| 925-682-5430
e| [email protected]
From: [email protected] <[email protected]>
Sent: Saturday, January 7, 2023 8:39 AM
To: Concord City Council Email <[email protected]> Subject: Questions about the NWS development project
Hello
I have a few concerns:
1) Is anyone thinking about all the dust and dirt the construction will kick up into the air and diminish our air quality. What happens to the people who live here
Gary & Lisa Howard
From: Perrin Samuels <[email protected]>
Sent: Saturday, January 7, 2023 8:08 AM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW
Hi,
I recently moved to Concord and I'm shocked by the control one company has over area development, especially one with such a long history of corruption and such a short history of recognition by the residents of Concord as a force for good. Please do not allow Seeno and their partners to serve as Master Developer for the Concord Naval Weapons Station reuse project. Please drop Seeno now!
Thank you,
Perrin B. Samuels
5485 Kirkwood Dr
From: mark lehtinen <[email protected]>
Sent: Friday, January 6, 2023 9:13 PM
To: Concord City Council Email <[email protected]> Subject: Seeno/Discovery Builders as Master Developer for the Concord Naval Weapons Station reuse project.
Dear Concord City Council,
I urge you to DROP SEENO NOW!
As well as it's documented history of unscrupulous business practices, Seeno has balked at one of the conditions to develop this massive, once-in-a-generation project - that they would use 100% local workers.
Now they contend that they will be unable to fulfill this promise, for which they received this contract above others who could not guarantee this requirement by the city of Concord.
Lennar, by contrast, was upfront about being unable to use 100% local workers, and therefore was rejected by the City of Concord.
Seeno, on the other hand, is still being considered for the right to develop, even after reneging on their promise.
Additionally, they want to increase the total number if homes now by nearly 4000.
Their history of chicanery, as well as current inconsistencies in following their agreement, should be duly noted, and should lead the council to reject them as a legitimate, honest, and trustworthy developer.
The City of Concord deserves better. The citizens of Concord deserve better. The future of Concord deserves better.
Let us see the facts for what they are. Let us see actions for what they reveal. Let us see promises that should be kept. And if not...DROP SEENO NOW!
Thank you kindly,
Mark Lehtinen
Resident of Concord for over 50 years.
From: Larry Loomer <[email protected]>
Sent: Friday, January 6, 2023 9:10 PM
To: Concord City Council Email <[email protected]> Subject: Stop SEENO
Dear Council Members,
The council should not continue with Concord First Partners without first thoroughly investigating the allegations in, and financial implications of, the Seeno v. Seeno litigation. And if the council is willing to approve so many more homes for the same massive site, which completely changes the economic calculations, it should reopen the bidding for all interested developers.
Thank you.
Larry Loomer, Concord Resident
From: Todd Araujo <[email protected]>
Sent: Friday, January 6, 2023 8:06 PM
To: Concord City Council Email <[email protected]> Subject: Development of Navel Weapons Station
DROP SEENO NOW....
Enough with the corrupt local
Agendas...There is a right and a wrong for Concord. This is not the right direction. CORRUPTION CAUSES LIVES TO COLLAPSE.
Pamela Araujo
The Crossings
Concord, Ca. 94521
Sent from Yahoo Mail on Android
From: Casnyder63 <[email protected]>
Sent: Friday, January 6, 2023 7:23 PM
To: Concord City Council Email <[email protected]> Subject: Vote on Concord First Partners - Delelopment of Concord Naval Weapons Station
City Council Members
I urge you to vote against proceeding to award Concord First Partners any additional work for developing the Concord Naval Weapons Station. I have lived in this area for almost 40 years now and in Concord the last 7 years. During that time I have read about all the shady things that the Seeno's and Discovery Builders have done in the development of their projects in Contra Costa County and other areas. At one point they were rated the lowest of any developer in the region in terms of building quality and following environmental rules. Their business practices are questionable at best.
At one point they owned the Pittsburg City Council. Don't let this happen to Concord. Vote to terminate this process with Concord First Partners and start over with two or three new competitive developers.
Also, the City should first hire a trusted consultant to advise the City and oversee that this process of selecting multiple developers is fair, competitive and meets the City's needs.
I urge you to vote to stop the current process and award no further work to Concord First Partners at your meeting tomorrow morning, January 7, 2023.
Christopher Snyder
3742 Cottonwood Dr
Concord, CA 94519
From: C hoobler <[email protected]>
Sent: Friday, January 6, 2023 6:26 PM
To: Concord City Council Email <[email protected]> Subject: Re: Concord Naval Weapons Station reuse project
Dear Representatives on the Concord City Council,
Your decision about how to manage 2,275 acres has a major impact on our community.
As a resident of Concord, I am urging you to put Concord first and DROP Seeno and its partners NOW.
Seeno’s aggressive pursuit for development will not consider the traffic, resource and service impacts to concord and its residents.
Instead, the area offers an untapped opportunity for a variety of outdoor recreational experiences within Concord for residents and visitors alike.
Thank you for your consideration to do what is best for the residents of concord. --
C.Hoobler
-----Original Message-----
From: Sandy Himel <[email protected]>
Sent: Friday, January 6, 2023 6:22 PM
To: Concord City Council Email <[email protected]> Subject: Seeno
“EXTERNAL EMAIL: This email originated from outside of the organization. Do not follow guidance, click links, or open attachments unless you recognize the sender and know the content is safe.”
We the citizens of Concord ( for 70+ years) do not want Seeno involved with any contracts involving the development of “ the naval weapons station”
That land was taken by the navy, it belonged to ranchers, before them native Americans.
We voiced our concerns, wanting mostly open space, soccer fields, limited affordable housing.
Somehow greed has intervened. Having Seeno is ludicrous, this has gone on for too long. If u can’t find an honest, fair developer, I say leave the land as it is!!! Concord hasn’t developed downtown, too expensive, nothing is easily accessible, look at PH WC, Concord doesn’t seem to have the planning skills other cities do. Our TAXES are high, this boondoggle with Seeno will cost us all!
Sandra Himel
1542 West St
Concord
Long time resident
Sent from my iPhone
From: Arthur Baxley <[email protected]>
Sent: Friday, January 6, 2023 5:03 PM
To: Concord City Council Email <[email protected]> Subject: Seeno
Open up the bidding process again without the crooks. You are who you associate with. You'll take their money as long as it doesn't reflect on you. If it was a vote for 100 coffee shops it'd be done, something important and you don't have a clue what to do. Look around at the surrounding cities, they all have unique and prosperous towndowns. You have empty storefronts and Todos Santos Square.Do you get bonuses and job offers from Seeno if you vote in their favor? Resident for 37years.Seeno Casino next?
Arthur J. Baxley
270 Medburn St
Concord, CA 94520
From: Donna Albrecht <[email protected]>
Sent: Friday, January 6, 2023 5:43 PM
To: Concord City Council Email <[email protected]> Subject: Seeno
Please dump Seeno and refuse for the City to do any business with them.
Concord deserves better!
Donna Albrecht
From: [email protected] <[email protected]>
Sent: Monday, January 9, 2023 11:50 AM
To: Concord City Council Email <[email protected]> Subject: Stop seeno
Please please please halt any additional building on that precious land and all additional traffic and environmental impact ...
I am so upset that ANY building is allowed, our traffic and room to breathe is already too much to bear. Been living here for 47 years and have seen so many negative side effects of 'growth'.
Not the greatest place it once was. Sad.
Vicki Collins
Sent from the all new AOL app for Android
-----Original Message-----
From: Gini Roberti <[email protected]>
Sent: Friday, January 6, 2023 2:42 PM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW!,,,,
Gini Roberti,,, concord resident
Sent from my iPad
From: Cecily Johnson <[email protected]>
Sent: Friday, January 6, 2023 3:27 PM
To: Concord City Council Email <[email protected]> Subject: PLEASE Drop Seno Now... Please!
Hello,
I have lived in Concord since 2001 and have been an active member of our wonderful community. I care deeply about Concord and its future.
I will not be able to attend the Council Meeting tomorrow, but I wanted to email to ask that you please DROP Seno and their partners in relation to their bid to develop the Naval Weapons Station. Seeno does NOT have Concord's best intentions at heart, and their crooked, greedy, unethical, and ill-prepared modalities will have an incredibly negative impact on our community.
Please DROP Seno now!!
Thank you.
Cheers,
Cecily Johnson
2140 Roskelley Dr, Concord
925.876.7262
-----Original Message-----
From: Judy Jones <[email protected]>
Sent: Friday, January 6, 2023 3:55 PM
To: Concord City Council Email <[email protected]> Subject: Seeno
DROP Seeno now
Sent from my iPad
From: ora citron <[email protected]>
Sent: Friday, January 6, 2023 4:39 PM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW!!!
I have lived in a Seeno home and know firsthand the poor quality of their homes. More importantly, the environmental consequences of the Seeno Master Plan are too significant to allow this builder to proceed. We should not minimize the size of the space allocated to the Thurgood Marshall Regional Park. The City has an opportunity to build a livable community while still maintaining an environment fit for wildlife and humans. I oppose using Seeno and its partners as the developers.
Ora Citron
Concord, CA 94518
-----Original Message-----
From: marc roccanova <[email protected]>
Sent: Friday, January 6, 2023 6:18 PM
To: Concord City Council Email <[email protected]> Subject: Seeno - STOP THEM AND THEIR COMPANIES.
Please withdraw support for Seeno to be involved in any way with development of naval weapons station.
Marion Roccanova and Marc Roccanova
Sent from my iPhone
From: Susan Russell <[email protected]>
Sent: Friday, January 6, 2023 6:30 PM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW!
Drop Seeno Now!
From: Barry Nesmith <[email protected]>
Sent: Friday, January 6, 2023 7:03 PM
To: Concord City Council Email <[email protected]> Subject: Please dump Concord First Partners (Seeno)!!!
Over the years Seeno has shown time and time again that they are not a reputable company for any community to do business with. Going into partnership with them will only lead to many years of trouble and surely to many lawsuits for the city. Please don't go down this slippery slope. Cut Concord's losses now! PLEASE!!!
Barry Nesmith
-----Original Message-----
From: marc kiefer <[email protected]>
Sent: Friday, January 6, 2023 8:55 PM
To: Concord City Council Email <[email protected]> Subject: Concord First Partners
Dear Concord City Council,
Concord First Partners & the Seeno companies are going to be a fiasco for the city of Concord & the surrounding area.
Without any information beyond what is public, I would suggest moving on and starting over.
I know it has been a disappointing & difficult process, but now would be a good time to regroup and move forward without CFP.
Good luck.
Marc Kiefer
Walnut Creek
From: jess hernandez <[email protected]>
Sent: Friday, January 6, 2023 9:05 PM
To: Concord City Council Email <[email protected]> Subject: seeno
I am totally against seeno being any part of this, I have worked on seeno projects and they are shifty, incompetent and lie through the teeth. YOU! need to speak with City Staff and get their input and you will see choosing seeno is more than just a major mistake. If you choose seeno your choice will follow you for the rest of your lives and you will never be in politics again.
Jess Hernandez
Retired Construction Inspector.
From: Colleen Johnston <[email protected]>
Sent: Friday, January 6, 2023 9:30 PM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno Now!
Dear Mayor, Council Members, and Staff,
I urge you to make the right choice to drop Seeno now! I have lived in Concord for 32 years and it surprises me that three of the five council members in 2021 chose to select Seeno and Company to develop the former Naval Weapons Station. This is despite Seeno and Comhav having been in the news countless times over the years for fraud, intimidation, and environmental damage.
Now, here is an opportunity for our city council to reconsider that disastrous decision. It is time for a vote to truly put Concord first and I urge you Drop Seeno Now!
Thank you for your time.
Sincerely,
Colleen Johnston
From: M H BREED <[email protected]>
Sent: Friday, January 6, 2023 10:00 PM
To: Concord City Council Email <[email protected]> Subject: Reject SEENO
Seeno wants to overbuild the project
After they were selected.
REJECT SEENO they are not honest or ethical.
Martha Breed
1285 CloverLn
WalnutCreek 94595
From: Frank & Anita Krol <[email protected]>
Sent: Saturday, January 7, 2023 8:40 AM
To: Concord City Council Email <[email protected]> Subject: Special Meeting 1-7-23
DROP SEENO AND ITS PARTNERS NOW!
Sent from Mail for Windows
From: Judy Quinlan <[email protected]>
Sent: Saturday, January 7, 2023 9:14 AM
To: Concord City Council Email <[email protected]> Subject: concord first partners
as a resident of concord for 35 years I urge you to reject Seeno/Discovery Builders and their partners as Master Developer for the CNWS
Judy Quinlan
CA 94519
From: Joel Fishbein <[email protected]>
Sent: Saturday, January 7, 2023 11:36 AM
To: Concord City Council Email <[email protected]> Subject: Concord Naval Weapons Station (CNWS) Reuse Project
Dear City Council Members,
We are very disturbed to discover that you, the city council, decided to choose Concord First Partners aka Seeno/Discovery Builders as the Master Developer for the city of Concord's portion of the 5,000 acre CNWS reuse project. What is wrong with you? Why would you subject the residents of Concord, including this household to a developer who has such an extensive history of fraud, environmental violations, and disregard for the physical, emotional, and economic well-being of this, or any, community?
You must immediately and permanently remove Concord First Partners aka Seeno/Discovery Builders, and anyone who is, or ever has been, associated with them, from this project or face massive community activism organized against your re- elections.
We trust that as public servants, you will do the right thing - today.
Thank you,
The Fishbein Household at
1845 Andrea Lane,
Concord, CA 94519
From: Lisa G. Mellem <[email protected]>
Sent: Saturday, January 7, 2023 11:39 AM
To: Concord City Council Email <[email protected]> Subject: Concord Naval Weapons Station (CNWS) Reuse Project
Dear City Council Members,
We are very disturbed to discover that you, the city council, decided to choose Concord First Partners aka Seeno/Discovery Builders as the Master Developer for the city of Concord's portion of the 5,000 acre CNWS reuse project. What is wrong with you? Why would you subject the residents of Concord, including this household to a developer who has such an extensive history of fraud, environmental violations, and disregard for the physical, emotional, and economic well- being of this, or any, community?
You must immediately and permanently remove Concord First Partners aka Seeno/Discovery Builders, and anyone who is, or ever has been, associated with them, from this project or face massive community activism organized against your re- elections.
We trust that as public servants, you will do the right thing - today.
Thank you,
The Mellem Household at
1845 Andrea Lane,
Concord, CA 94519
From: Tom MaGee <[email protected]>
Sent: Saturday, January 7, 2023 12:03 PM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno
I am a Concord resident. I own 2 properties in town. Just want to let you folks know I am against having 15,000+ housing units on the CNWS plot. Highway 4 is already beyond capacity. The infrastructure is simply not there for people to get in and put of that place. The new residents will be seeking alternative routes in and out through area neighborhoods. It is not fair to the new or existing residents.
Tom MaGee
1543 Talisman Way
Concord, CA 94521
Sent from Yahoo Mail for iPhone
From: [email protected] <[email protected]>
Sent: Saturday, January 7, 2023 12:13 PM
To: Concord City Council Email <[email protected]> Subject: What about the people who already live in Concord?
Hello
I would like to know if any consideration is being given to the people who live in Concord, regarding the following concerns...
1) The diminished air quality from all the dust and dirt, which will be kicked up into the air from construction and wind. People who already have asthma and allergies will suffer greatly and children will develop breathing problems.
2) The large variety of rodents, reptiles, mammals, and birds that will be killed and displaced from construction. The people living in surrounding area will be inundated with these fleeing creatures.
3) We are all told to conserve water, have drought tolerant landscaping and fake lawn. So where will the water come from for all the additional communities? Who will pay for that?
4) Climate change is a big issue, and we already know that covering the land with concrete and asphalt increases the temperature. So why is Concord so willing to add to the problem of climate change? The people who live in this area will suffer with hotter summers.
5) The increased need for electricity to run the new office buildings, retail, homes, etc. will further escalate our power shortages and necessary rolling blackouts.
6) The constant construction will create enormous amounts of both NOISE and CARBON pollution. Peacefulness and fresh air is already diminishing in Concord; 40 years of constant construction will completely eliminate the country-style feel and just turn this place into another dirty, Bay Area city.
Its obvious that the city, developers and construction workers are going to make money off this development.
But so many more people are going to suffer because of it. Will those who benefit financially from construction, share some of that windfall with the citizens of Concord that will suffer?
Or, is the name Concord First a joke, should it be ... Concord Rich People First.
Lisa Howard
Homeowner in City of Concord since 1990
From: Kathy <[email protected]>
Sent: Tuesday, January 10, 2023 8:36 AM
To: Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Obringer, Carlyn <[email protected]>; Nakamura, Laura <[email protected]>; [email protected]; Concord City Council Email <[email protected]>; Bjerke, Guy <[email protected]>
Subject: January 9 meeting
To: Concord City Council
From: Kathy Gleason, CNWS Neighborhood Alliance
Date: January 10, 2023
After the appalling display of force by Building Trade Unions at the Seeno/Concord First Term Sheet meeting on Saturday, January 9, 2023, I strongly encourage City Council members to end negotiations with Seeno/Concord First.
Union workers were transported in from cities around the bay area. A Fire Marshall turned away some Concord residents from the meeting citing safety issues, and 3 police officers were necessary in the parking lot to keep the peace.
Please answer this question - Why were unions allowed to set up canopies, mill around the entrance and block residents from picking up information provided by Save Mount Diablo and other residents? Several Concord residents felt intimidated and unsafe and left. Union members filled the majority of seats in the Council Chamber forcing residents into an adjacent room. One union member made the statement “I voted for everyone of you” (referring to City Council members) when he spoke. If he was indeed a Concord resident, he would have known we vote in districts. This point is almost laughable if this poor choice of developer was not so important to the majority of Concord residents.
Attached is a screenshot of a union member’s facebook post, bragging about their “show of force” at the meeting, and thanking a union member that lives in Hayward for transporting union members from the bay area to this meeting.
Regardless of how union members feel about their actions, Concord residents felt intimidated in their own city, at a meeting held to determine the fate of this development and our future.
Some residents opposing this choice of developer have already received threatening phone calls. Please do not subject your constituents to this bullying again. Please end negotiations with Seeno/Concord First before someone gets hurt. Concord residents have the right to voice their opinion on the future of their city without outside threats. Please let this ENA expire. We can do better than Seeno/Concord First and the bullying support they have from the Building Trade Unions.
Sent from Mail for Windows
-----Original Message-----
From: Beth Tibbits <[email protected]>
Sent: Monday, January 9, 2023 6:37 PM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno Now
Dear council members,
Seeno is bad news. This company is corrupt and not environmentally friendly. I’m disappointed that you voted for Seeno to be the master developer for the CNWS area. DROP SEENO NOW!
Beth Tibbits
Sent from my iPhone
From: Victoria <[email protected]>
Sent: Tuesday, January 10, 2023 12:03 PM
To: Concord City Council Email <[email protected]> Subject: DROP SEENO NOW
Hello, I am a Long time Concord resident, over 25 years. I am completely AGAINST SEENOs plans.
PLEASE DROP SEENO NOW
Any questions, or if I can be of service, my contact info is below. Thank you for your attention to this extremely important matter.
Victoria Szuggar
925-360-1144
2343 Riverview Drive
Concord, CA 94520
From: Sunny Nunes <[email protected]>
Sent: Tuesday, January 10, 2023 4:42 PM
To: Concord City Council Email <[email protected]> Subject: Seeno must be stopped
STOP Seeno PLEASE
He's BAD business!
Signed,
A concerned citizen of Concord
--
Sunny Nunes <><
email: [email protected]
John 3:16-18: "For God so loved the world, that He gave His only Son, that whoever believes in Him should not perish, but have eternal life. For God did not send His Son into the world to condemn the world, but in order that the world might be saved through Him. Whoever believes in Him is not condemned, but whoever does not believe is condemned already, because he has not believed in the name of the only Son of God."
Jesus LOVES you & Died for you! John 14:6; John 3:16-17
From: Kathy <[email protected]>
Sent: Tuesday, January 17, 2023 12:57 PM
To: Hoffmeister, Laura <[email protected]>; Obringer, Carlyn <[email protected]>; Nakamura, Laura
<[email protected]>; City Clerk <[email protected]> Subject: FW: Seeno/Concord First
Sent from Mail for Windows
From: Kathy
Sent: Monday, January 16, 2023 8:12 PM
To: [email protected]; Obringer, Carlyn; [email protected] Subject: Seeno/Concord First
Hello Laura, Carlyn and Laura
I think it’s important that you know I have been blocked on Concord Rants & Raves and on Nextdoor. Also, Concord Comes Alive contacted me last week to ask me to limit my posts about Seeno to one post per week. Obviously the Seeno/Garaventa/Building Trades Union political machine is using everything in their power to stop residents from protesting this important decision on the CNWS development.
I sincerely hope City Council will not allow this developer and their associates to bully residents, and that you will allow their negotiation agreement to expire and open up the bidding to a more ethical developer. Concord residents do not look forward to 40 years of bullying when they do not agree with a developer.
Kathy Gleason
Sent from Mail for Windows
From: Scott M. Mayer <[email protected]>
Sent: Saturday, January 14, 2023 7:26 PM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno Now
Hello,
I am a more than 20-year concord resident with family roots going back to the 60s. I recently moved out to the Ayers ranch area bordering the CNWS Development area and in part because the wise city of Concord protected the rare, semi-rural feel of this part of town with RR20 zoning. I love the surrounding open space and hills, which is part of what makes Concord so beautiful. It scares me that the council would consider putting a developer in charge of land-use decisions – a clear conflict of interest. Developers survive by maximizing profit, which must be kept in check by independent master planning that serves the community. Please, protect our city. Don’t hire a fox to guard the hen house …
Thanks for listening
Scott M. Mayer
1905 Myrtle Court
Concord, CA 94520
From: Laura Sperow <[email protected]>
Sent: Thursday, January 12, 2023 10:23 PM
To: Concord City Council Email <[email protected]> Subject: Seeno
Hello my name is Laura Sperow I’ve lived in Concord for 36 years I’m so happy u decided to wait until January 28th so u can better view the proposal PLEASE PLEASE don’t let Seeno Be the builders of those homes they use horrible materials my sons home was built from them in Antioch an his roof was made from bad wood an other old stuff couldn’t believe it
So please reconsider having them do the job
We don’t want anything up there in those mountains the animals last place for there natural nature Habitats
Also the crazy traffic we would have if we put a whole Nother neighborhood up there we already can’t take the traffic we have now sometimes during commute hours it takes longer to travel to somewhere because of all the traffic
Thank u
Laura Sperow
From: Sean <[email protected]>
Sent: Saturday, January 14, 2023 3:48 PM
To: Concord City Council Email <[email protected]> Cc: [email protected]
Subject: No reach out for training
Dear Council Members,
I work at the AJCC, America’s Job Center of California, in our area, better known as East Bay Works. I do not know of any training programs offered by unions or otherwise; to the general public or Veterans, locally. There have been no offers of training from any trade association that may be involved with the Naval Weapons Station. There has been talk of good jobs and training being offered, but I have seen nothing from any organization that may or would like to be involved. If the City Council is serious about putting people to work in our area, I would like to see serious training offers come across my desk.
Sincerely,
Sean Turner
Sent from Mail for Windows
From: John <[email protected]>
Sent: Monday, January 16, 2023 1:29 PM
To: Concord City Council Email <[email protected]> Subject: Seeno Is Bad for Concord
Hello:
I've lived in Concord and Clayton my whole life and am a property owner. I've got a vested interest in our city and it's citizens quality of life.
Seeno has been a selfish company and environmental enemy for many years. Please do not continue down the path with Seeno to fundamentally change our city in anyone's interests but their own.
Protect the environment and our quality of life! There's no way we can support all the extra houses they want to stuff into the space.
The economy is not in a good place and Concord shouldn't choose Seeno just because it's the last vendor on the list.
Take more time and choose a vendor that has a track record of honoring the environment and partnering with the city, not suing it.
John
From: Jay McCoy <[email protected]>
Sent: Tuesday, January 17, 2023 10:10 AM
To: City Clerk <[email protected]>
Subject: Fw: Concord Naval Weapons Station (CNWS) Developer Selection
I misspelled concord in my first try. Here is my message again
From: Jay McCoy
Sent: Tuesday, January 10, 2023 9:24 AM
To: [email protected]
Subject: Concord Naval Weapons Station (CNWS) Developer Selection
Hello Madame Clerk. My name is Jay McCoy and I’m a long time resident of Concord, born and raised here.
I have participated in and am currently following the development of the former Navy CNWS. I have reached a conclusion that the concept of a master developer for the CNWS is flawed and the process is broken.
I recommend that the Council vote no on the current proposal (term sheet) and proceed with development processes for small sections of the CNWS property, one at a time. The Master Plan was well done and can continue to be a guide in the future processes.
Please forward this email to each of the council members.
Thank you
Jay McCoy
From: Bob Cartwright <[email protected]>
Sent: Thursday, January 12, 2023 4:38 PM
To: Concord City Council Email <[email protected]> Cc: 'Bob Cartwright' <[email protected]>
Subject: Drop Seeno Now
Concord City Council,
I have lived in Concord for the last 71 years and cannot believe that you are still negotiating with the Concord First Partners for Weapons Station reuse contract, you must drop them like a hot potato! In 2021 you chose them to be the Master Developer for the cities part of the project despite the majority of Concord Citizens being against Seeno and his partners. This decision cost one of the council members to lose the election for his aye vote. After winning the Master Developer selection the Concord First Partners decided in less than a year later that they were back demanding more, including a bigger project than had been agreed on. Instead of putting the project out to bid again under the terms that the Partners were trying to get approved, the Council is still negotiating with them exclusively. It is time to get out of bed with this Partners and realize how crooked they are. The Seeno’s have multiple lawsuits between father and son, along with an extensive legal record of fraud, breaking the law, intimidation, and environmental damage.
It is time that you the members of Concord City Council that were elected to your positions to do what is right for the citizens of Concord and make up for past bad decisions made by the Council.
Drop Concord First Partners now.
Bob Cartwright
From: Mark Looney <[email protected]>
Sent: Thursday, January 12, 2023 8:27 AM
To: Concord City Council Email <[email protected]>; Robert Crecelius <[email protected]>; Kathleen Parker <[email protected]>; Mark Looney <[email protected]>
Subject: Let Exclusive Negotiating Agreement with Seeno and Partners Expire
Dear Concord City Council, Please let the Exclusive Negotiating Agreement with Seeno and their partners expire.
This project could be the largest development in northern California, and definitely the largest one in our region.
The consequences of this decision are too important to allow companies with such a long, poor record (shady practices, government investigations, fraud arrests, breaking environmental laws, bull ying, threats, lawsuits against key partners on this project) to be involved. Last year in August when Seeno and their partners were tentatively chosen, more than 90 percent of public comments specifically asked you not to choose them as the Master Developer. Concord residents were ignored. And just this year, the company’s own representatives tried to eliminate the city’s leverage on the project, and even admitted they couldn’t make the project work. They shouldn’t have been chosen in the first place, they can’t deliver, and Concord residents deserve all the community benefits associated with this project that were promised to them in the years and decades leading up to today. PLEASE let the Exclusive Negotiating Agreement expire. Then, the City can find and work with a trustworthy, capable entity to create something that will benefit Concord instead of creating a disaster. Regards, Mark Looney and Kathleen Parker Concord Residents
P.S. Changing the original plan should allow other developers to submit competitive term sheets for comparison. It is impossible to know if Concord is getting the best deal without having other developers make competitive bids on this hugely important project for the City of Concord. The city council must let the exclusive agreeme nt with Seeno expire and proceed with competitive bidding to ensure the best deal for Concord and its residents.
From: EMILY FOWLER <[email protected]>
Sent: Wednesday, January 11, 2023 11:46 AM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno Now!
Please drop Seeno as a consideration for Master Developer for the Concord naval weapons station reuse project.
Emily Fowler
concord resident
From: Michael Mentink <[email protected]>
Sent: Wednesday, January 11, 2023 9:55 AM
To: Concord City Council Email <[email protected]> Subject: Seeno
Dear City Council
I believe the history with Concord and Seeno shows that Seeno cannot be trusted to work for the interests of Concord. Please do not have Seeno as a developer in the CNWS project.
Thank you
Michael Mentink
From: dino papathemetrios <[email protected]>
Sent: Tuesday, January 10, 2023 6:07 PM
To: Concord City Council Email <[email protected]> Subject: Drop Seeno Now
My wife Judith and I have been residents of Concord since 1981. During that time we've learned of multiple involvements of the Seeno family and corporation in corrupt and illegal practices both personally and professionally.
We believe that any council member that voted for the Seeno's involvement in developing the "Naval Weapons Station's" property annexed by the City of Concord has violated the public trust. Please reconsider your decision and pursue a more rigorous vetting of the developer chosen to proceed with this project.
Respectfully,
Constantine and Judith Papathemetrios
!!08 Fair Weather Circle
Concord
-----Original Message-----
From: [email protected] <[email protected]>
Sent: Tuesday, January 10, 2023 8:00 PM
To: Concord City Council Email <[email protected]> Subject: Weapons Station Project
I again strongly urge you to reject the Seeno group as master developers for this project. To permit them to be part of this project would reward criminal and unethical business practices. I don’t think you would engage a known unlawful company to do business with your own family. Your vote on this matter will define who you are as an elected representative. Do the right thing and re-bid the project for an honest union contractor.
Gordon Monroe
Resident of Concord since 1946
Sent from my iPhone
From: Joaquin Alva <[email protected]>
Sent: Tuesday, January 10, 2023 11:44 PM
To: Concord City Council Email <[email protected]> Subject:
Please DROP SEENO AND ITS PARTNERS NOW
On Jan 19, 2023, at 10:32 AM, Vincent Hangman <[email protected]> wrote:
City Manager Valerie Barone,
Please let the Exclusive Negotiating Agreement with Seeno and their partners expire. This project could be the largest development in northern California, and definitely the largest one in our region.
The consequences of this decision are too important to allow companies with such a long, poor record (shady practices, government investigations, fraud arrests, breaking environmental laws, bullying, threats, lawsuits against key partners on this project) to be involved.
In August 2021, when Seeno and their partners were tentatively chosen, more than 90 percent of public comments specifically asked you not to choose them as the Master Developer. Concord residents were ignored. And in 2022, the company’s own representatives tried to eliminate the city’s leverage on the project, and even admitted they couldn’t make the project work.
They shouldn’t have been chosen in the first place, they can’t deliver, and Concord residents deserve all the community benefits associated with this project that were promised to them in the years and decades leading up to today. PLEASE let the Exclusive Negotiating Agreement expire. Then, the city can find and work with a trustworthy, capable entity to create something that will benefit Concord instead of creating a disaster.
Vincent Hangman
[email protected]
, California 94534
From: Obringer, Carlyn <[email protected]> Sent: Saturday, January 21, 2023 7:34 PM
To: Fockler, Joelle <[email protected]>
Subject: Do NOT move forward
For public record.
Best Regards,
Carlyn
Carlyn Obringer
Councilmember, District 2
City of Concord
From: Deb <[email protected]>
Sent: Monday, January 16, 2023 6:47 AM
To: Obringer, Carlyn <[email protected]> Subject: Do NOT move forward
Dear Council Member Obringer,
I urge you and the other city council members to NOT move forward with the term sheet developed by Concord First Partners (The California Group, Discovery Builders/Seeno Homes, and The Lewis Group) for the redevelopment of the former Concord Naval Weapons Station.
Historically, these partners do NOT keep their agreements. They make agreements, but do what best suits them financially. They have history of not keeping agreements amongst themselves. Amongst themselves they seek what best suits them individually.
I plead with you and the other city council members to vote NO. Do NOT move forward.
They CANNOT be trusted to keep their agreements.
Debra Penovich
Concord Resident
Sent from my iPhone
From: Sandra Slater <[email protected]>
Sent: Thursday, January 19, 2023 5:35 AM
To: Concord City Council Email <[email protected]> Subject: Let Exclusive Negotiating Agreement with Seeno and Partners Expire
Dear Concord City Council, Please let the Exclusive Negotiating Agreement with Seeno and their partners expire. This project could be the largest development in northern California, and definitely the largest one in our region. The consequences of this decision are too important to allow companies with such a long, poor record (shady practices, government investigations, fraud arrests, breaking environmental laws, bullying, threats, lawsuits against key partners on this project) to be involved. Last year in August when Seeno and their partners were tentatively chosen, more than 90 percent of public comments specifically asked you not to choose them as the Master Developer. Concord residents were ignored. And just this year, the company’s own representatives tried to eliminate the city’s leverage on the project, and even admitted they couldn’t make the project work. They shouldn’t have been chosen in the first place, they can’t deliver, and Concord residents deserve all the community benefits associated with this project that were promised to them in the years and decades leading up to today. PLEASE let the Exclusive Negotiating Agreement expire. Then, the City can find and work with a trustworthy, capable entity to create something that will benefit Concord instead of creating a disaster. Regards, Sandra and John Slater Concord Residents
-----Original Message-----
From: [email protected] <[email protected]>
Sent: Wednesday, January 18, 2023 6:19 PM
To: Concord City Council Email <[email protected]> Subject: Weapons Station Project
Please use good judgment and do not select the Seeno group as the developer of this project. It is so obvious that this group is already cutting corners and will not live up to what the citizens of Concord want this project to be. You all must know in your heart that Seeno is a disreputable business organization. The record they have established over the years is clear. This question should never have come this far and has been a gigantic waste of time and money for all of us. We have become the laughing stock of the state in putting together what could be a terrific project for all the people in Northern California.
Do your job and go out and get a reputable developer to do the project the way it should be done.
Gordon Monroe
Sent from my iPhone
From: Alissa Weber <[email protected]>
Sent: Thursday, January 19, 2023 9:15 AM
To: Hoffmeister, Laura <[email protected]> Cc: City Clerk <[email protected]>; Matt Olsson <[email protected]> Subject: CNWS Homeless Collaborative Request for Meeting on Term Sheet
Dear Mayor Hoffmeister,
I am reaching out on behalf of the Concord Naval Weapons Station Homeless Collaborative regarding the proposed Term Sheet to be considered by Council at its January 28th meeting.
The Collaborative holds a Legally Binding Agreement related to the redevelopment of the CNWS and consists of the following housing and service providers operating locally to support people experiencing homelessness:
· Contra Costa Health Services
· EAH, Inc.
· EBALDC
· Eden Housing
· Hope Solutions
· Lutheran Social Services
· Mercy Housing
· MidPen Housing
· RCD
· SHELTER, Inc.
We are writing to reiterate the concerns expressed in the letters submitted by the Collaborative and its attorneys on January 5th and 6th regarding the proposed Term Sheet (attached). Many of our concerns were not addressed in the revised Term Sheet released by staff on January 5th.
We'd like the opportunity to meet with you at your convenience prior to the January 28th meeting to further discuss the issues raised in our letters. Thank you for your prompt attention.
Alissa Weber
(Acting as Administrator for the CNWS Homeless Collaborative)
| Alissa Weber | Directing Attorney
Pronouns: she/her/hers
p: 415-788-7961 ext. 347 w: www.homebaseccc.org
a: 870 Market Street, Suite 1228, San Francisco, CA 94102
Advancing Solutions to Homelessness
Legal and Technical Assistance | Policy | Advocacy | Planning Homebase COVID-19 Key Resource Guide - Click Here
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Attachment 1
CONCORD NAVAL WEAPONS STATION
TERM SHEET FOR
DISPOSITION AND DEVELOPMENT AGREEMENT AND STATUTORY
DEVELOPMENT AGREEMENT
BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL REUSE AUTHORITY (“CITY” OR “LRA”) AND
CONCORD FIRST PARTNERS, LLC (“DEVELOPER”)
DATED NOVEMBER 15, 2022
TABLE OF CONTENTS
1. Purpose of Term Sheet and DDA and DA ........................................................... 1
2. Phase One; Future Phases ................................................................................. 1
3. Labor Policies & Local Opportunity ...................................................................... 2
4. Project ................................................................................................................. 3
5. Summary of Project Milestones and Phasing Requirements ............................. 13
6. Interim Lease ..................................................................................................... 16
7. Infrastructure ..................................................................................................... 16
8. Project Entitlements ........................................................................................... 18
9. Reimbursement of City Costs ............................................................................ 20
10. Conditions Precedent to Transfer to Developer ................................................. 22
11. Conditions Precedent to Transfer to Vertical Developer .................................... 24
12. City Participation ................................................................................................ 25
13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements .......................... 26
14. Open Book Accounting ...................................................................................... 27
15. Remediation ...................................................................................................... 28
16. Habitat & Species Mitigation and Resource Agency Permitting ......................... 29
17. Prevailing Wages ............................................................................................... 30
18. Insurance ........................................................................................................... 31
19. Indemnity ........................................................................................................... 31
20. Third Party Legal Challenges............................................................................. 32
21. Transfers ........................................................................................................... 33
22. Remedies .......................................................................................................... 34
23. Excusable Delays .............................................................................................. 35
24. Transfer of Remainder of Development Footprint .............................................. 36
25. Navy/City Conveyance Agreement .................................................................... 37
26. Corporate Structure & Capitalization of Developer ............................................ 37
27. Development Agreement ................................................................................... 38
28. Exhibits .............................................................................................................. 39 * * * * *
CONCORD NAVAL WEAPONS STATION
TERM SHEET FOR DISPOSITION AND DEVELOPMENT
AGREEMENT AND STATUTORY DEVELOPMENT AGREEMENT
BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL
REUSE AUTHORITY (“CITY” OR “LRA”) AND
CONCORD FIRST PARTNERS LLC (“DEVELOPER”)
1. Purpose of Term Sheet and DDA and DA.
The purpose of this term sheet (“ Term Sheet”) is to set forth the key business terms to be included in a Disposition and Development Agreement (“ DDA”) and statutory Development Agreement (“ DA”) between City and Developer. The purpose of the DDA is to (a) provide for City’s disposition of the Phase One Property (defined in Section 2) to Developer so that Developer may develop Phase One of the Project; (b) set forth terms and conditions upon which Developer, subject to meeting specified milestones and conditions, would have the right to acquire and develop future phases (each, a “ Future Phase” and collectively the “Future Phases ”) of the Development Footprint (defined in Section 2); and (c) ensure the timely development of each Phase, including all sub -phases thereof, with a range of land uses substantially consistent with the Concord Reuse Project Area Plan (the “CRP Area Plan”), including parks and other public amenities and facilities, commercial and residential uses, including affordable housing. Phase One and the Future Phases are sometim es referred to herein individually as a Phase and collectively as the Phases. The purpose of the DA is to ensure (i) appropriate vested rights with respect to Project approvals and entitlements including a Specific Plan; (ii) delivery of substantial commun ity benefits from the Project’s contributions to parks and recreation, transportation, and community improvements and contributions; (iii) increased affordable housing options for extremely low-, very low- and low income residents; and (iv) payment of fees for the purpose of developing recreational amenities, bicycle, pedestrian and road circulation improvements, and other project contributions as provided for in this Term Sheet and the Specific Plan.
2. Phase One; Future Phases.
The “Phase One Property” consists of approximately 423 acres, as depicted on Exhibit A. The Phase One Property includes a portion of an initial transfer parcel, expected to be 1,100 to 1,400 acres in size (the “ First Transfer Parcel ”) that is anticipated to be transferred by the United States Navy (“Navy”) to City as the first phase of an economic development conveyance (“ EDC”) of the inland portion of the former Concord Naval Weapons Station property. The developable property that will ultimately be transferred by Navy t o City through the EDC is expected to total approximately 2,275 acres (the “ Development Footprint ”). Subject to Developer achieving the Phase One -related milestones and meeting the conditions set forth in Section 10 below, Developer shall be eligible to receive
conveyance of an additional 553 acres of the Development Footprint (the “ Phase Two Property ”). Subject to Developer achieving the Future Phase-related milestones and meeting the conditions set forth in Section 10 below, Developer shall be eligible to receive further conveyances of an additional 352 acres of the Development Footprint (the “Phase Three Property”); an additional 366 acres of the Development Footprint (the “ Phase Four Property ”) and an additional 407 acres of the Development Footprint (the “ Phase Five Property”). Conveyance of the property comprising each Phase will be effectuated via multiple phased closings by sub-phase, with each sub-phase consisting of approximately 50 to 100 acres each. The DDA will include flexibility for future sub -phase conveyances to occur prior to completion of all prior sub-phase conveyances upon the City making findings that the proposed out-of-sequence conveyance and development will not adversely affect functionality of the Project.
3. Labor Policies & Local Opportunity.
a. The DDA will cross reference the contractual obligations of Developer and its transferees, including vertical develo pers, to local trades under Developer’s existing project labor agreement(s) for Project construction.
b. The DDA will address Developer’s obligations with respect to local hire policies and goals for Project -related construction jobs consistent with a progra m to be reviewed and approved by Developer and the City, which may include:
i. The City’s good-faith Hire Concord First goal that 40% of the construction workforce should be prioritized first for local employees who reside in Concord, then, employees who reside in Contra Costa County.
ii. Job training, apprenticeship programs, and vocational training opportunities, which would extend to both construction and permanent operational jobs.
iii. Coordination with the Greater Concord Chamber of Commerce, the Mt.
Diablo Unified School District, East Bay Works, the Contra Costa Workforce Development Board, California State University East Bay, and the California Employment Development Department to enhance opportunities for local employment and training.
iv. Military veteran -focused career training and workforce reintegration programs.
v. Use of public sector employees (i.e. County Connection drivers) to staff the proposed “Concord Connector” providing access to and from the Bay Area Rapid Transit (“BART”) station. The Concord Connector program, including Developer’s and its successors’ participation in the funding of such program, will be addressed in the Specific Plan.
c. Developer will use good faith efforts to engage community -based organizations (“CBOs”) involved in local labor issues to promote awareness of the Project and opportunities for local labor workforce development and business participation.
d. Developer will se ll land corresponding to at least 50% of the total market -rate residential units (excluding affordable units) within the Project to unaffiliated third - party vertical developers. Developer is also committed to implementing “Hire Concord First” policies by maximizing development opportunities, at competitive prices, for local development firms. Opportunities would be for residential, commercial, and recreational facilities and would focus first on firms located in the City of Concord, second on firms located in Contra Costa County, and third on firms located in the other eight Bay Area counties.
4. Project.
Developer and the City (together, the “ Parties”) propose that the project to be developed within the Development Footprint include the key components and amenities, general densities, and land use patterns described in this Section 4 (the “Project”). The Project is based on Developer’s current anticipated financial feasibility pro-forma dated November 11, 2022, a summary of which is attached hereto as Exhibit B (the “Pro-forma”). Specific densities, land use patterns, and uses remain subject to refinement through the planning and negotiation of the Specific Plan and DA and associated California Environmental Quality Act, Public Resources Code Sections 21000, et seq., (“CEQA”) process, all as set forth in Section 8. While Developer’s key obligation under the DDA is to deliver Backbone Infrastructure (as described in Section 7.a) to serve the Project’s land use program, Developer also agrees to make commercially reasonable efforts to market resulting development parcels throughout the Project to vertical developers (including Affiliates of Developer as defined in Section 21.a and third -party developers) so that vertical development -- and its associated benefits to the community -- may proceed in an orderly and timely manner and to ensure that commercial and retail uses are developed in a balanced manner with residential uses.
a. Development Phases & Project Summary . The Project is propose d to be developed in five Phases as depicted in Exhibit A; each Phase will have multiple sub-phases. The primary Project elements to be included in each Phase are described below and also listed in Exhibit A.
i. Phase One
A. Innovation District - 88 acres of non-residential uses
B. 2,873 total dwelling units comprised of:
1) 2,180 market-rate units, and
2) 693 affordable units, including:
- Permanent Supportive Housing, 4 acres (65 affordable units)
C. Veterans Land Set-Aside – 4 acres
D. PG&E substation – 5 acres
E. Parks/Greenways – 79.7 acres
F. Mt. Diablo Creek Restoration – 38.5 acres
G. Phase One component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan with Developer committing $5 Million to such work1
ii. Phase Two
A. 4,945 total dwelling units comprised of:
1) 3,777 market-rate units, including:
- 385 market-rate units in the Transit Oriented Development (“TOD”) neighborhood, and
- 513 market-rate residential units in the TOD core; and
2) 1,168 affordable units, including:
- 570 TOD neighborhood affordable units;
- 513 TOD core affordable units;
- Transitional housingPermanent Supportive Housing, 4 acres (65 affordable units); and
- Habitat for Humanity, 2 acres (20 affordable units)
B. TOD Core District - a mixed use district that will include, among other uses, the market rate and affordable dwelling units noted in A. above, as further described in the Specific Plan
C. Campus District – a mixed use district as further described in the Specific Plan
1 All monetary community benefit contributions set forth in this Term Sheet are listed in 2022 dollars.
The amount of the community benefit contributions in this Term Sheet including the Library/Community Center contributions (Section 4.c.ii.), the Tournament Sports Park (Section 4.c.iii.), Citywide Park (Section
4.c.iv.), and the Affordable Housing Subsidy (Section 4.d.ii.) will be escalated by the increase in either the a) San Francisco-Oakland-San Jose Consumer Price Index, All Items (1982-84=100) for All Urban Consumers (CPI-U), published by the Bureau of Labor Statistics for the U.S. Department of Labor Consumer Price Index for the San Francisco Bay Area (“CPI”), or b) Engineering News Record (ENR) Construction Cost Index for the San Francisco Urban Area (“CCI”) published each year, whichever is most applicable, beginning January 1, 2024 and the date on which payment is made. If the CPI and/or the CCI is no longer available then a comparable index as reasonably selected by City will be used.
D. Food bank – 10 acres
E. Phase Two component of Library/Community Center to be more fully described in the Specific Plan, with Developer committing $25 Million1 to such work
F. Phase Two component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan with Developer committing $35 Million1 to such work
G. Fire Station – 2 acres
H. Parks/Greenways – 82.56 acres.
I. Mt. Diablo Creek Restoration – 46.08 acres
iii. Phase Three
A. 2,345 total dwelling units comprised of:
1) 1,980 market-rate units, and
2) 365 affordable units, including:
- Transitional housingPermanent Supportive Housing, 4 acres (65 affordable units)
B. Village center – 6 acres
C. Mid-rise hotel – 2 acres
D. School sites – 15 acres
E. Phase Three component of Library/Community Center to be more fully described in the Specific Plan, with Developer committing $40 Million1 to such work
F. Phase Three component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan, with Developer committing $40 Million1 to such work
G. Parks/Greenways – 89.95 acres
H. Wetland Preservation – 35 acres2
I. Mt. Diablo Creek Restoration – 25 acres
iv. Phase Four
2 The actual mitigation in this area will occur in advance of Phase One.
A. 2,927 total dwelling units comprised of:
1) 2,530 market-rate residential units, and
2) 397 affordable units, including:
- Transitional housingPermanent Supportive Housing, 4 acres (65 affordable units)
B. Phase Four component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan, with Developer committing $20 Million1 to such work
C. School sites – 10 acres
D. Parks/Greenways – 37.39 acres
E. Mt. Diablo Creek Restoration – 31.79 acres
F. Green Frame Park – 41 acres
v. Phase Five
A. 2,505 total dwelling units comprised of:
1) 2,108 market-rate units, and
2) 397 affordable units, including:
- Transitional housing, 4 acres (65 affordable units)
B. Village Center – 3.5 acres
C. Phase Five component of the City -Wide Park to be more fully described in the Specific Plan
D. School sites – 15 acres
E. Parks/Greenways – 97 acres
F. Mt. Diablo Creek Restoration – 37.65 acres
G. Green Frame Park – 41 acres
H. Fire Station – 2 acres
b. Commercial Pads; Neighborhood Serving Retail. Developer shall develop pads in development ready condition (i.e. graded, compacted, and with utilities stubbed to locations approved by City) (“Development Ready Condition”) for all commercial uses in each Phase prior to issuance of building permits for 75% of the market rate
dwelling units in such Phase. Following development of the commercial pads, Developer shall market such pads, including retail property, to vertical developers so that commercial and retail uses may be constructed and opened as soon as is reasonably practicable in each Phase of the Project. Of the approximately 75,000 square feet of commercial development proposed to be located within Phase One, Developer shall ensure that approximately 37,500 square feet will be reserved for retail uses carrying food items, sundries, and providing other daily necessities to provide a walking -distance retail resource for residents of the Project (“Neighborhood Serving Retail ”). Developer shall build or cause to be built a minimum of 10,00 0 square feet of Phase One Neighborhood Serving Retail buildings prior to issuance of building permits for 50% of the market rate dwelling units in Phase One. Developer’s obligations to facilitate development of Neighborhood Serving Retail uses in Phases 2 through 5 will be addressed in the Specific Plan.
c. Recreational/Civic Amenities . Developer shall develop and construct key recreational and civic amenities and public spaces in a sequence that will complement the overall pace and character of corresponding vertical development as more particularly described in this subparagraph c. Parks and greenways will provide for access and trail connectivity for local and regional trails/bikeways and will provide connectivity to the Delta DeAnza Regional Trail. The Specific Plan will include mechanism(s) ensuring the long term maintenance, repair and replacement of recreational and civic amenities and public spaces in perpetuity.
i. Parks and Greenways.
A. Developer shall construct and upon completion thereof o ffer to dedicate to the City approximately 80 acres of parks and greenways within Phase One. As part of Phase One, Developer shall fund a portion of the costs of the Phase One component of the Tournament Sports Park and the Phase One component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall commence and complete construction of the Phase One parks and greenways within the times required by the subdivision improvement agreement between City and Developer; provided , however, in all events not less than 35 acres of the Phase One parks and greenways shall be completed and offered for dedication to City prior to issuance of building permits for 50% of the market rate dwelling units in Phase One. The remaining parks and greenways in Phase One shall be completed prior to issuance of building permits for 90% of the market rate dwelling units in Phase One. In addition, as a part of Phase One, Developer shall in coordination with the East Bay Regional Park District (“ EBRPD”): 1) construct interim trail improvements which shall be a decomposed granite surface treatment and more fully detailed in the Specific Plan to connect the Delta-DeAnza Trail to the Contra Costa Canal Trail; and 2) develop and construct vehicular access improvements off of Willow Pass
Road to EBRPD property which improvements will be more
particularly described in the Specific Plan.
B. As part of Phase Two, Developer shall fund a portion of the costs of the Phase Two component of the Tournament Sports Park and the Phase Two component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City the approximately
82.56 acres of parks and greenways within Phase Two (the “ Phase Two Parks and Greenways ”). Developer shall commence and complete construction of the Phase Two Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 41.2 acres of Phase Two Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 50% percent of the market rate dwelling units in Phase Two. The remaining Phase Two Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Two.
C. As part of Phase Three, Developer shall fund a portion of the costs of the Phase Three component of the Tournament Sports Park and the Phase Three component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City the approximately
89.95 acres of parks and greenways within Phase Three (the “Phase Three Parks and Greenways ”). Developer shall commence and complete construction of the Phase Three Parks and G reenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 45 acres of Phase Three Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 50% percent of the market rate dwelling units in Phase Three. The remaining Phase Three Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Three.
D. As part of Phase Four, Developer shall fund a portion of the costs of the Phase Four component of the Tournament Sports Park and the Phase Four component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City 1) a 41 acre portion of the Green Frame Park; and 2) an additional approximately 37.39 acres of parks and greenways within Phase Four (collectively the “Phase Four Parks and Greenways”). Developer shall commence
and complete construction of the Phase Four Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events the 41 acre portion of the Green Frame Park and not less than 18.70 acres of the other parks and greenways within Phase Four shall be completed and offered for dedication to the City prior to issuance of building permits for 50% of the market rate dwelling units in Phase Four, and the remaining approximately 18.69 acres of other parks and greenways within Phase Four shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Four.
E. As part of Phase Five, Developer shall fund a portion of the costs of the Phase Five component of the Citywide Park within the time set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City: 1) the balance of the Green Frame Park (approximately 41 acres); and 2) an additional approximately 97 acres of parks and greenways wi thin Phase Five (collectively the “ Phase Five Parks and Greenways ”). Developer shall commence and complete construction of the Phase Five Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; pro vided, however, in all events the Phase Five Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 75% of the market rate dwelling units in Phase Five.
ii. Community Center/Library. The Community Center/Library will be located in the Campus District. Developer will pay City a total of $65 million1 towards construction of the Community Center/Library as follows: A) an initial contribution of $25 million 1 shall be made w ithin Phase Two; and B) the remaining contribution of $40 million1 shall be made in Phase Three; the timing of delivery of the monetary contributions for the Community Center/Library within each phase and the anticipated project delivery methodology (e.g. design/build, design/bid/build, Developer build etc.) will be addressed in the Specific Plan and/or the DA. The improvements and programming of the Community Center/Library shall be defined in the Specific Plan. Developer, at its expense, shall prepare Development Ready Condition building pad(s) on land retained by the City for the Community Center/Library in Phases Two and/or Three as set forth in the Specific Plan. iii. Tournament Sports Park . Developer, at its expense, shall provide utilities stubbed to locations approved by the City to land retained by the City (approximately 69.6 acres total) for the Tournament Sports Park in Phases One, Two, Three, and Four all within the times set forth in the Specific Plan.
The improvements and programming, including specifics of each phased
component of the Tournament Sports Park, shall be set forth in the Specific Plan.
iv. Citywide Park. Developer, at its expense, shall provide utilities stubbed to locations approved by the City to land retained by the City (approximately 105 acres total) for the Citywide Park in Phases Two, Three, Four, and Five within the times set forth in the Specific Plan. The improvements and programming, i ncluding specifics of each phased component of the Citywide Park, shall be set forth in the Specific Plan.
v. Developer Financial Contributions for Tournament Sports Park/Citywide Park. In addition to the provision of utilities to the land retained by the Ci ty for the Tournament Sports Park and Citywide Park as set forth in subsections iii. and iv. above, Developer will also pay City a total of $100 million1 towards construction of the Tournament Sports Park and/or Citywide Park as follows: A) the initial con tribution of $5 million 1 shall be made within Phase One; B) an additional contribution of $35 million 1 shall be made in Phase Two; C) an additional contribution of $40 million1 shall be made in Phase Three; and D) the remaining contribution of $20 million1 will be made in Phase Four; the timing of delivery of the monetary contributions for the Tournament Sports Park/Citywide Park within each phase and the anticipated project delivery methodology (e.g. design/build, design/bid/build, Developer build etc.) will be set forth in the Specific Plan and/or the DA.
d. Affordable Housing. While the State Surplus Land Act, Government Code sections 54220-54234 (“ SLA”), as amended by AB 1486, directly conflicts with various requirements of the Base Closure Law and is therefore preempted, the CRP Area Plan includes a 25% affordable housing requirement which supports the affordable housing goals embodied by AB 1486. Developer will be expected to deed restrict and contribute Development Ready Condition building pad s to support development of at least 3,020 affordable dwelling units affordable to lower income households, as defined in Section 50079.5 of the Health and Safety Code (i.e. 80% of AMI or below), with an affordable sales price or an affordable rent, as defined in Sections 50052.5 or 50053 of the Health and Safety Code, for a minimum of 55 years for rental housing and 45 years for ownership housing. The foregoing commitment is intended to be consistent with the requirements of SLA section 54221(f)(1)(F) governing exempt surplus land.
i. Delivery of Development -Ready Affordable Housing Pads . Developer will convey fee title to Development Ready Condition building pads (“Affordable Housing Pads”) throughout each Phase of the Project at no cost to City. The valu e of the Affordable Housing Pads is estimated to exceed $187,000,000. Land for 693 affordable units and 4 acres for Permanent Supportive Housing will be included in Phase One. All Affordable Housing Pads within each Phase or sub-phase will be improved and offered to the City (or its affordable housing developer designee) no later than issuance of building permits for 25% of the market
rate units within the applicable Phase or sub -phase or as otherwise determined in the Specific Plan. Site locations shall be geographically disbursed throughout the phases and sub -phases, as determined in the Specific Plan, with consideration given toward selecting sites that a re proximate to transit and services such that they will be competitive for State, federal and regional affordable housing funding.
ii. Additional Developer Funding and Commitments to Ensure Delivery of Affordable Housing Units . In addition to its delivery of development-ready pads, Developer shall pay to City an affordable housing subsidy (“Affordable Housing Subsidy ”) of $10 million per Phase or $50 million 1 total. The Affordable Housing Subsidy for each Phase, together with the CPI increase, shall be paid to City no later than the issuance of building permits for 50% of the market rate dwelling units in the applicable Phase.
iii. Permanent Multifamily Supportive Housing and Food Bank Project.
Developer will make acreage available within timeframes consistent wit h the HUD Legally Binding Agreement as more particularly set forth in the Specific Plan.
iv. Self-Help Housing (Habitat for Humanity) . Developer will donate approximately 2 acres of development -ready property to one or more self - help housing developers for development of low or very low-income for-sale homes at approximately 10 units per acre, resulting in 20 affordable for-sale homes. Sites for self-help (Habitat for Humanity) housing will be located in reasonable proximity to transit and ser vices such that those sites will be competitive for State and federal affordable housing funding.
v. Junior Accessory Dwelling Units (“JADUs”). 879 JADUs connected with for- sale market rate units shall be included in the Project. JADU units shall be subject to a recorded affordable housing covenant restricting rents to an amount affordable to lower income households (51 -80% AMI) to remain in effect for 55 years following the date of issuance of the final certificate of occupancy for the unit. JADUs sh all be geographically disbursed to the maximum feasible extent.
Other Federal, State, and Regional Funding Sources. Additional funding will be required for affordable housing developers to deliver the remainder of the City’s goal of 3,020 affordable units (not including 879 JADUs) within the five Phases. Sites for affordable housing and Permanent Supportive Housing will be located in reasonable proximity to transit and services such that those sites will be competitive for State and federal affordable housing funding. Developer will assist the City and affordable housing partners, in applying for federal, state and regional funding to leverage the maximum possible amount of available government funding from existing programs and any new state or federal programs established in the future. Moreover, Developer will assist the City in pursuing government funding specific for veterans housing, including through HUD’s Veterans Affairs Supportive Housing Program, and the California Department of Housing and
Community Development’s Veterans Housing and Homelessness Prevention Program.
vi. Related California . Developer intends to retain Related California (“Related”) to act as the Project’s affordable housing administrator in an effort to successfully implement the Project’s affordable housing requirements (excluding JADUs, Self -Help [i.e. Habitat for Humanity] Housing, and Permanent Multifamily Supportive Housing governed by the HUD Legally Binding Agreement). Related would, among other things:
A. Recommend the siting of affordable housing locations within Project that are best suited to achieve community and financing objectives, promote provision of supportive servi ces and transit opportunities while optimizing ability to compete for public funding, including tax credits; and
B. Administer and manage the competitive bidding and selection of affordable housing developers for stand -alone projects in coordination with and subject to oversight by the City.
C. At City’s request, work directly with the City to implement and administer the City’s affordable housing program for stand -alone affordable projects described in Section 4(d)(i) only, all at no cost to City.
In consideration for providing the services described in sub -sections A, B, and C above, Related would have the right/option to build/develop 35% of the stand-alone affordable projects on housing pads itself and an additional 40% of the stand -alone affordable projects in partnership with a non -profit affordable housing developer partner. 25% of the stand -alone affordable housing projects would be available for development by third -party affordable housing developers.
e. Golf Course/Evora Road . If identified as n ecessary mitigation by the applicable CEQA document to mitigate a potentially-significant project-specific or cumulative traffic impact, Developer, by no later than issuance of building permits for 90% of the Phase One market rate dwelling units, will fund and construct at its expense (subject to potential pro rata reimbursement by parties other than City in the event of a cumulative impact): (i) access improvements, including an extension of Evora Road from its current location to an area identified in a relevant traffic impact study as necessary to mitigate or reduce the identified traffic impact; and (ii) golf course reconfiguration improvements to address affected portions of Diablo Creek Golf Course.
f. Commitment to Successful Transit Oriented Development at Earliest Possible Stage. Developer’s land use program includes substantial high-density, mixed-
use development pads adjacent to BART which will be developed as soon as economically and logistically feasible.
i. Developer is committed to implementing the City’s vision for a vibrant, pedestrian-oriented, mixed-use, and transit-oriented core around the BART station.
ii. Successful high-density TOD Core development can occur only after:
A. BART completes its own planning process, negotiates a DDA, and provides for the reconfiguration of its existing parking, access, and related facilities.
B. New development and place making create demand for high-density housing sufficient to elevate rents and land values to levels that will support development of the infrastructure and community benefits associated with such high-density development.
g. Mount Diablo Creek Restoration Area. Developer shall, at its expense, undertake the restoration of approximately 180 acres of Mount Diablo Creek (the “ Mount Diablo Creek Restoration Area”) which shall occur in each of the five phases of the Project as follows: 38.5 acres in Phase One, 46.08 acres in Phase T wo, 25 acres in Phase 3, 31.79 acres in Phase Four, and 37.65 acres in Phase Five.
Restoration of the Mount Diablo Creek Restoration Area shall be more fully described in the Specific Plan and/or the applicable CEQA document.
5. Summary of Project Milestones and Phasing Requirements.
a. Size and Configuration of Land Transfers from City to Developer . Transfers from the City to Developer within a Phase shall occur in multiple sub -phases (each corresponding to a “ Parcel”), the size and sequencing of which will be more specifically set forth in the DDA and the Specific Plan.
b. Defined Terms. “Master Entitlement Date” means the date by which the Navy has transferred the Phase One Property (or a substantial portion thereof in the event of carve outs to the initial Finding of Suitability to Transfer [“FOST”]) to the City and final approval of the General Plan/Area Plan Amendment, Specific Plan, DDA and DA, including EIR certification, has occurred. “ Large Lot Tentative Map” means a tentative subdivision map that subdivides a sub-phase or a portion thereof into large parcels, with each large parcel proposed to be further subdivided through further mapping,
c. Schedule of Performance. The Schedule of Performance to be included in the DDA shall address the phased public benefit delivery requirements (including for parks, affordable housing pads, acreage for Permanent Supportive Housing, JADUs, Neighborhood Serving Retail pads and buildings and the Community Center) addressed in Section 4 above and the following four key milestones for each Phase and sub -phase: i) applications for Large Lot Tentative Subdivision Maps, ii) conveyance of Parcels corresponding to
particular sub -phases from City to Developer, iii) Commencement of Backbone Infrastructure within or serving a Parcel; and iv) Completion of Backbone Infrastructure within or serving a Parcel. Milestones for each of the sub -phases within Phases One through Three are described in the table below (“Schedule of Performance Table ”). Schedule of Performance milestones (including force majeure-related permitted delays) remain subject to refinement through the planning and negotiation of the Specific Plan and DA and associated CEQA process, all as set forth in Section 8 below.
Milestone
Development
Phase One
Development Phase
Two
Development Phase
Three
Development Phase
Four
Development Phase
Five
Large Lot
Tentative
Map
Application
Map application for
first Phase One
Sub-Phase to be
submitted within 12
months of Master
Entitlement
Date. Map
applications for
subsequent Phase
One Sub-Phases to
be submitted no
later than date on
which building
permits for 50% of
residential units or
commercial sq ft,
as applicable, have
been issued for
prior Sub-Phase
Map application for first
Phase Two Sub-Phase
to be submitted on or
before date which is 6
years after Close of
Escrow for first Phase
One Sub-Phase
Parcel. Map
applications for
subsequent Phase Two
Sub-Phases to be
submitted no later than
date on which building
permits for 50% of
residential units or
commercial sq ft, as
applicable, have been
issued for prior Sub-
Phase
Map application for
first Phase Three Sub-
Phase to be submitted
On or before date
which is 6 years after
Close of Escrow for
first Phase Two Sub-
Phase Parcel. Map
applications for
subsequent Phase
Three Sub-Phases to
be submitted no later
than date on which
building permits for
50% of residential
units or commercial sq
ft, as applicable, have
been issued for prior
Sub-Phase
Map application for
first Phase Four Sub-
Phase to be submitted
on or before date
which is 4 years after
Close of Escrow for
first Phase Three Sub-
Phase Parcel. Map
applications for
subsequent Phase
Four Sub-Phases to be
submitted no later than
date on which building
permits for 50% of
residential units or
commercial sq ft, as
applicable, have been
issued for prior Sub-
Phase
Map application for
first Phase Five Sub-
Phase to be submitted
on or before date
which is 5 years after
Close of Escrow for
first Phase Four Sub-
Phase Parcel. Map
applications for
subsequent Phase
Five Sub-Phases to be
submitted no later than
date on which building
permits for 50% of
residential units or
commercial sq ft, as
applicable, have been
issued for prior Sub-
Phase
Large Lot
Tentative Map
Approval
Tbd depending on
size of Parcel but in
any event no later
than 18 months
following large lot
tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
First Phased
Large Lot
Final Map
Application
Submittal within 9
months following
date on which the
applicable Large
Lot Tentative Map
has been approved
Submittal within 9
months following date
on which the applicable
Large Lot Tentative
Map has been approved
Submittal within 9
months following date
on which the
applicable Large Lot
Tentative Map has
been approved
Submittal within 9
months following date
on which the
applicable Large Lot
Tentative Map has
been approved
Submittal within 9
months following date
on which the
applicable Large Lot
Tentative Map has
been approved
First Phased
Large Lot
Final Map
Approval
Prior to close of
escrow for
conveyance of
each Sub-Phase
Parcel
Prior to close of escrow
for conveyance of each
Sub-Phase Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Site
Development
Permit
Approval for
applicable
Sub-Phase
Parcel
Prior to close of
escrow for
conveyance of
each Sub-Phase
Parcel
Prior to close of escrow
for conveyance of each
Sub-Phase Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Milestone
Development
Phase One
Development Phase
Two
Development Phase
Three
Development Phase
Four
Development Phase
Five
Outside Date
for Close of
Escrow for
Sub-Phase
Parcels in
each Phase
First Phase One
Sub-Phase Parcel
to transfer on or
before 3rd
anniversary of
Master Entitlement
Date. Subsequent
Phase One Sub-
Phase Parcels to
be transferred prior
to transfer of any
later Phase Parcel
unless otherwise
approved by City
First Phase Two Sub-
Phase Parcel to transfer
on or before date which
is 8 years after Close of
Escrow for first Phase
One Sub-Phase
Parcel. Subsequent
Phase Two Sub-Phase
Parcels to be
transferred prior to
transfer of any later
Phase Parcel unless
otherwise approved by
City
First Phase Three
Sub-Phase Parcel to
transfer on or before
date which is 8 years
after Close of Escrow
for first Phase Two
Sub-Phase
Parcel. Subsequent
Phase Three Sub-
Phase Parcels to be
transferred prior to
transfer of any later
Phase Parcel unless
otherwise approved by
City
First Phase Four Sub-
Phase Parcel to
transfer on or before
date which is 6 years
after Close of Escrow
for first Phase Three
Sub-Phase
Parcel. Subsequent
Phase Four Sub-
Phase Parcels to be
transferred prior to
transfer of any Phase
Five Parcel unless
otherwise approved by
City
First Phase Five Sub-
Phase Parcel to
transfer on or before
date which is 7 years
after Close of Escrow
for first Phase Four
Sub-Phase
Parcel. Remaining
Phase Five Sub-Phase
Parcels to be
transferred no later
than date which is 6
years after Close of
Escrow for first Phase
Five Sub-Phase Parcel
Commencem
ent of grading
and Backbone
Infrastructure
work
necessary for
development
of each Sub-
Phase Parcel
Within 9 months
after Close of
Escrow for the
applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for the
applicable Sub-Phase
Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Completion of
grading and
Backbone
Infrastructure
work (other
than In-Tract
Improvement
s) necessary
for
development
of each Sub-
Phase Parcel.
Tbd depending on
size of Parcel but in
any event by no
later than 36
months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of such
work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Large Lot
Transfers to
Vertical
Developers
As soon as
practicable following
substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large
Lot Phased Final
map (a separate
SIA will be
executed that
ensures developm
ent of applicable In-
Tract Improvement
work to be
performed by the
vertical developer)
As soon as practicable
following substantial
completion of Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to be
performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
6. Interim Lease.
Developer agrees to enter into an interim lease (the “ Interim Lease”) with City upon the later to occur of approval of the DDA or conveyance of the First Transfer Parcel, subject to the following:
a. Developer, as an expense of the Project, will operate, manage, and maintain the entirety of the First Transfer Parcel, including providing security, maintenance, and management of grazing or other leases.
b. Developer is entitled to 50% of net revenues (gross revenues less all Developer costs incurred under the Interim Lease, including security, management, insurance, maintenance, etc.), if any, generated from grazing, leases, or other operations on property covered by the Interim Lease.
c. As additional portions of the Development Footprint are conveyed by the Navy to the City, such property shall be automatically added to the premises covered by the Interim Lease.
d. At City’s request, Developer will cooperate with Navy and the EBRPD or other recipients of Public Benefit Conveyance (“ PBC”) propert y to explore joint security/property management arrangements under which the entirety of the Concord Naval Weapons Station, including the First Transfer Parcel, the PBC property and that portion of the EDC property not yet transferred by Navy could be managed by one party with the costs shared among Developer, the PBC property recipient, and Navy.
e. The Interim Lease will be terminated in part as portions of the Development Footprint are transferred to Developer pursuant to the terms of the DDA.
f. Except to the extent Developer causes or exacerbates a release of existing hazardous materials, Developer shall have no liability related to hazardous materials on or within any areas subject to the Interim Lease where the presence of such hazardous materials predates Developer’s execution of the Interim Lease.
g. Developer will coordinate with the City to procure one or more pollution legal liability (“ PLL”) insurance policies. Developer will be solely responsible for the costs of PLL insurance policies.
7. Infrastructure.
a. Backbone Infrastructure and Off -Site Roadway Improvements . Backbone Infrastructure shall be constructed and delivered on a Parcel by Parcel basis. “Backbone Infrastructure ” for a Parcel shall mean those components of infrastructure, including utilities, roadways, pedestrian and bike ways, parks, storm water detention facilities, pump/lift stations, electricity substations and similar
public and quasi-public improvements, including off-site public improvements that are within, or are necessary to serve planned development within the Parcel. The Backbone Infrastructure components by Phases are generally described in Exhibit C attached hereto and will be more fully detailed in the Specific Plan.
b. Developer Obligation; Timing . Developer, at its expense (subject to City’s obligations to participate in implementation of financing mechanisms identified in Section 13), shall constru ct the Backbone Infrastructure to support the development of each Phase in accordance with the Schedule of Performance described in Section 5c.
c. Limited Right to Assign In -Tract Backbone Infrastructure Obligations . Except as otherwise expressly provided be low, Developer shall perform all Backbone Infrastructure work itself and shall not be permitted to assign its Backbone Infrastructure obligations to vertical developers or other third parties. Subject to approval by City, which approval will not be unreasonably withheld, Developer may assign to a vertical developer the obligation to construct in -tract subdivision improvements (e.g. local streets, utility lateral lines, curb/gutter/sidewalk, street trees and landscaped medians and the like) (“ In-Tract Improvements”) serving only the property to be purchased by the vertical developer.
d. Upsizing of Infrastructure . Obligations to construct Backbone Infrastructure shall include construction of oversized public facilities to accommodate development of the entirety of the Development Footprint as planned and depicted in the Specific Plan. Developer will coordinate with BART regarding potential future uses for the North Concord BART Station and infrastructure sizing with the expectation that BART will be required to pay its fair share of all out -of-pocket hard and soft costs associated with the entitlements, design, and construction of such BART serving infrastructure.
e. Reimbursement. If Developer for any reason is not the master developer of one or more Future Phases to be served by upsized Backbone Infrastructure, City shall require future development to reimburse Developer for the pro rata share of Backbone Infrastructure capacity created by Developer in excess of the capacity required for land transferred by City to Developer.
f. Willow Pass Road and Bridge. Developer agrees to improve Willow Pass Road to four lanes between Landana and State Route 4 (including the bridge) as part of Phase One. Developer has included funding for this work in the Pro-forma.
8. Project Entitlements.
The key Project entitlements and approvals, including the EIR, General Plan/CRP Area Plan amendments, the Specific Plan, DDA and DA, would be considered by the City Council for approval (or in the case of actions requiring approval by ordinance, first reading) at the same meeting and the various ordinances and resolutions memorializing such approvals would include provisions conditioning the effectiveness of each such approval on the effectiveness of all other concurrent approvals (for example, the effectiveness of City’s approval of a proposed Specific Plan would be conditioned on City’s concurrent approval of the proposed DDA and DA and vice versa such that certification/approval of the EIR and Specific Plan could not become effective unless and until the DDA and DA approvals also became effective).
a. General Plan/CRP Area Plan Amendments. Prior to approving a Specific Plan for the Project, City will have to a mend the General Plan/CRP Area Plan to conform to the proposed Specific Plan. The General Plan/CRP Area Plan amendments will be prepared by a third party engineering and planning consultant retained by the City, at Developer’s expense.
b. Specific Plan. As n oted in Section 4 above, Project details will be set forth in a Specific Plan to be prepared by Developer, at its sole cost and expense. Developer agrees to commence preparation of the Specific Plan at the earliest possible date upon receiving concurrence of the Director of Economic Development & Base Reuse (the “ LRA Director”) that it is appropriate to commence such work. The Specific Plan will be prepared in accordance with California law, will be considered for approval concurrently with the General Plan/CRP Area Plan Amendments, and will comply with the following:
i. Must be substantially consistent with the goals and objectives of the CRP Area Plan; include development of the full range of uses, housing types, and densities contemplated by the CRP Area Plan as proposed to be amended, with the understanding that the specific number of residential units authorized by the Specific Plan may exceed the number of residential units referenced in the CRP Area Plan. City has determined that the programming outlined in this term sheet is consistent with the CRP Area Plan, as proposed to be amended.
ii. Must provide for creation of a sense of place at the point of interface with the BART station, including an initial entry plaza, retail core, or other comparable signature public space.
iii. Must be based on substantial community input and will be reviewed by the City’s Design Review Board, Parks Recreation and Open Space Commission, and Planning Commission and subject to final approval by the City Council.
iv. Must reflect consultation with key stakeholders.
v. Must include a land use program, development standards, and design guidelines for the entire Development Footprint.
vi. Must identify all Backbone Infrastructure needed to support development of the Development Footprint, including any required off -site infrastructure, consistent with a land use program to be established in the Specific Plan.
vii. Must include a framework for evaluating and maintaining financial feasibility of the entire development (including implementation of extraordinary unanticipated conditions of approval or extraordinary unanticipated CEQA mitigation measures imposed upon the Project) consistent with parameters set forth in the Pro-forma.
viii. Must include development standards and design guidelines to implement or exceed the goals and objectives of the CRP Area Plan and the Citywide Climate Action Plan -- including those regarding sustainability, transit, community character, and economic vitality -- as well as a process for implementation.
ix. Must include appropriate management planning documents to minimize construction impacts on existing residents and protect public health and safety.
x. Must include a minimum 300 foot wide corridor along Mt. Diablo Creek (150 ft. on either side of center) for conservation/restoration.
c. DDA. Concurrently with approval of a Specific Plan Developer will enter into a DDA with City.
d. Development Agreement . Concurrently with City Council’s consideration of a Specific Plan for approval, City Council will consider approval of a DA between Developer and City that addresses among other items, the key terms set forth in Section 28 below.
e. CEQA. Developer will work with the City to prepare a comprehensive and legally defensible CEQA document for the proposed Project, which will incorporate, as appropriate SB 375, SB 743 and/or other priority planning and transit -based statutory or regulatory provisions. City and Developer anticipate that project-level CEQA review would tier from the Concord Reuse Project Final EIR (the “ Reuse Plan EIR ”) and the CRP Area Plan Addendum. This new CEQA document is expected to include, and build upon, the mitigation measures incorporated into the mitigation monitoring and reporting program for the Reuse Plan EIR. City will determine, with input from Developer, whether a second addendum to the Reuse Plan EIR, a negative declaration tiered from the Reuse Plan EIR, a supplemental EIR tiered from the Reuse Plan EIR, or some other CEQA document should be prepared. Developer will bear the costs of CEQA compliance for the Project,
including the costs of the CEQA consultant who shall be retained by the City.
Developer will be provided a draft CEQA scope for review and comment. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the Parties acknowledge that the City has no obligation to approve and Developer has no obligation to develop the Project unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by the City Council to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, or (iv) determine not to proceed with the Project.
The Parties acknowledge that the project -specific CEQA document will include a full transportation impact analysis to determine the nature and timing of any local or regional traffic improvement and mitigation measures described in the Community Reuse Plan Environmental Impact Report as well as other mitigation measures that may be deemed feasible and may reduce or avoid potentially significant traffic impacts.
9. Reimbursement of City Costs.
The Developer shall fully reimburse the City for loans made by the City to the Local Reuse Authority (“ LRA”) and for other costs previously incurred by the City in connection with site wide activities (“ Site-Wide Costs ”) by: (i) paying City approximately $5 Million prior to issuance of building permits for 90% of the market rate dwelling units in Phase One, and (ii) paying City approximately $10 Million prior to issuance of building permits for 90% of the market rate dwelling units in Phase Two.
In addition to payment of the Site -Wide Costs, Developer shall enter into a reimbursement agreement with City to provide for the payment and reimbursement of City DDA Costs (as defined in paragraph 6 of the Exclusive Agreement to Negotiate between City and Development dated October 26, 2021, as amended (“ENA”) and City CNWS Project Costs (as defined in Section 5 of the ENA) (collectively “City Costs”). Conforming amendments will be made to the ENA to clarify that ongoing reimbursement obligations will be covered by the reimbursement agreement. City Costs will be payable within thirty (30) days of City’s written demand which shall be accomp anied by copies of invoices or other reasonable evidence of such City Costs. The reimbursement agreement will provide for a deposit in an amount sufficient to cover not less that the next 180 days of anticipated City Costs to secure Developer’s obligation to pay City Costs (the “Deposit”). Developer will be obligated to deposit additional funds to fully
replenish the Deposit within twenty (20) days of City’s demand therefor or as otherwise provided in the reimbursement agreement. In the event Developer fails to timely replenish the Deposit, City shall have no obligation to perform any further work related to the Project until such time as the Deposit has been replenished. In addition to the City Costs, the following City and LRA costs will also be paid by Developer pursuant to the reimbursement agreement:
a. City’s fully loaded/burdened costs to maintain a suitable level of staffing for the project, which the Parties currently estimate will be 2.5 full-time equivalent staffing within the Community Development Department, including a dedicated principal planner supported by up to an additional 1.5 full-time equivalent staffing at a variety of levels, to (i) participate in the preparation and review of the Specific Plan, such as review scope of work and approach to outreach process, meet regularly with Developer and consultants, review interim and final deliverables, and prepare staff reports for Council and Board/Commission review; (ii) lead and expedite review of project development applications; and (iii) interface with other City departments on the Developer’s behalf.
b. City’s fully loaded/burdened costs to maintain 2.0 full -time staffing equivalents for LRA project management.
c. Actual costs associated with City-led CEQA review, including (i) outside consultant costs to prepare environmental documents and studies; and (ii) costs of City staff, consultants, and outside legal counsel to manage, review and oversee the CEQA process.
d. Actual costs of outside consultants and legal counsel to provide support to the City and LRA in implementation of the DDA, including but not limited to negotiation, drafting, processing, and implementing the DA, Specific Plan and all subsequent project agreements and entitlements, and the LRA’s project management costs to complete the negotiations and transfer process with the Navy. Developer will have an opportunity to review and comment on the scope and budget of all outside consultant and legal counsel contracts prior to City approval.
e. To address ancillary City costs incurred in connection with the above described work, including time spent by other City departments, including the City Manager, City Clerk, City Attor ney, Engineering Division and Police Department (i.e. departments other than Community Development Department and the LRA addressed in a. and b. above), Developer will pay an administrative mark -up of
6.5% on the costs described in subsections a. and b. above.
f. The reimbursement agreement will provide for the following procedures relating to reimbursement of City expenses described in Section 9(a)-(e):
i. Annual Budget. A budget will be established annually consistent with the City’s fiscal year (July 1-June 30) and submitted to Developer for review
and approval prior to its approval by the City Council. A process for augmenting the budget where necessary will also be included.
ii. Reporting. City shall deliver cost reports to Developer within 45 days following the end of each calendar quarter detailing City, third -party professional, and/or other costs incurred by the City related to the Project in relation to the approved budget.
iii. Disputes. Developer shall bring any inconsistencies or requests for clarification to the City’s attention within 30 days of receipt of a given cost report. The Parties shall attempt in good faith to informally resolve any dispute. If the Parties have not been able to resolve the dispute, the dispute may be resolved by non -binding mediation, or such other non -binding method determined by the Parties.
iv. Third-Party Professionals. City may retain third-party professionals to assist City Staff in negotiating, drafting, processing, and implementing the DDA, DA, General Plan/CRP Area Plan amendments, Specific Plan and all subsequent project agreements, plans, permits, and/or other entitlements, including related CEQA document for the Project. Developer shall have the right to retain a third -party consultant or consultants of its choosing for the purpose of preparing its Specific Plan, subject to the approval of the City, which approval shall not be unreasonably withheld.
10. Conditions Precedent to Transfer to Developer.
City would convey Parcels to Developer by quitclaim deed corresponding with Developer’s phased build-out of the Backbone Infrastructure for each sub -phase upon the satisfaction of the following conditions precedent:
a. Fee Title . The feder al government shall have conveyed the Parcel to the City without any use or activity restrictions that would impede the development of the Parcel in accordance with the CRP Area Plan, as proposed to be amended, pursuant to a Finding of Suitability to Transfer issued by the Navy and concurred- in by the U.S. Environmental Protection Agency, the Department of Toxic Substances Control, the regional water board and any and all other regulatory agencies
b. Project Entitlements. The City shall have finally approved the Specific Plan, the DA, and associated Tentative Map and Final Map.
c. Completion of Prior Sub -phase Backbone Infrastructure . For each conveyance following conveyance of the first sub -phase Parcel, Developer must have substantially completed cons truction of the Backbone Infrastructure, including parks (but not including In-Tract Improvements) in the prior sub-phase(s).
d. Completion of Commercial and Affordable Housing Pads . All commercial pads in prior sub-phases must be available for sale and fee title to all affordable housing
and Permanent Supportive Housing pads in prior sub-phases shall be ready to be transferred to City or its designee for development of affordable housing.
e. Approvals for Backbone Infrastructure . The City shall: (i) have approved a Large Lot Final Map that includes the Parcel; (ii) have approved and executed an Improvement Agreement providing for Developer’s installation of Backbone Infrastructure for the Parcel (other than In -Tract Improvements which may be deferred until further subdivision of the large lot parcels) and the posting of security consistent with the requirements of the Subdivision Map Act and the Subdivision Code ensuring performance of such Backbone Infrastructure and payment of labor and materials in connection therewith; and (iii) have issued or be ready to issue the development permit(s) required for grading and construction of the Backbone Infrastructure for the particular Parcel.
f. Insurance Policies . Developer shall have submitted to the City evidence of the insurance required to be maintained by Developer.
g. Evidence of Financing. Developer shall have delivered to City (i) certified copies of binding loan commitment letter(s) from the construction loan lender(s), committing said lender(s) to make construction loan(s) to Developer, subject only to such lender conditions as are customary in connection with binding loan commitments, and setting forth the terms of said loan(s), and (ii) evidence reasonably satisfactory to City of Developer's equity commitments for the applicable sub-phase. The total of the loan and equity commitments (collectively, the " Loan/Equity Commitments") shall be in substantially the sam e amount as the Backbone Infrastructure costs for the applicable sub -phase as identified in Developer's updated pro-forma.
h. Receipt of Improvement Security. Developer shall have delivered surety bonds to City from issuer(s) reasonably acceptable to City in amounts required to guarantee the completion of all Backbone Infrastructure, parks and public facilities, and the payment of labor and material costs associated with such work.
i. Commitment to Commence and Complete Improvements . Developer shall demonstrate to the reasonable satisfaction of the LRA Director or their designee that Developer will commence and complete the Backbone Infrastructure for the Parcel within the applicable time pursuant to the Schedule of Performance. Such evidence may include a construction contract with a general contractor for the applicable Backbone Infrastructure work. The Parties shall agree upon and attach to the DDA a form of letter to the LRA Director that, when executed by Developer and accompanied by materials identif ied in the letter, would satisfy the requirements of this Section 10(h).
j. Miscellaneous Standard Closing Conditions . The Parties shall have submitted executed closing documents into escrow, title insurance policies shall be ready to be issued and other sta ndard conditions to closing (which shall be described in more detail in the DDA) shall be met.
k. Waiver of Conditions / Reversionary Right. Developer may request, and City shall reasonably consider, transfers of Parcels within a given Phase prior to satisfaction of one or more of the conditions in this Section 10 provided: (i) City retains a reversionary right as to such property for which one more conditions has not been satisfied until satisfaction of such condition(s); and (ii) Developer shall be required to satisfy all Developer obligations as to such Parcel under the DDA, including Schedule of Performance obligations relating to the commencement and completion of Backbone Infrastructure as to such property.
11. Conditions Precedent to Transfer to Vertical Developer.
Developer would be permitted to convey subdivided large lot portions of a previously transferred Parcel to one or more vertical developers upon the satisfaction of the following conditions precedent:
a. Satisfaction of Conditions Precedent to Transfer from City to Developer . All applicable conditions precedent set forth in Section 10 shall have been satisfied.
b. Evidence of Experience. The vertical developer has demonstrable and has successful experience acting as the developer of a project of similar size commensurate with the property in which an interest is being transferred as reasonably determined by City.
c. No Debarment or Suspensi on. The vertical developer has not been suspended, debarred, or prohibited from contracting with the City.
d. Assignment and Assumption Agreements . The vertical developer shall have executed assignment and assumption agreements with the City in substantially the forms attached to the DDA and DA and City shall have approved the scope of any assignment of In-Tract Improvements work.
e. Broker Review of Assignment to Affiliated Vertical Developer . Where Developer proposes to transfer to a vertical dev eloper that is an Affiliate of Developer (as defined in Section 21), Developer shall submit an offer to be reviewed by a knowledgeable commercial broker specializing in land transactions representing the City for City review and approval, which shall not be unreasonably withheld or denied.
f. Assignee Formation Documents. The vertical developer shall have delivered to the City entity formation and other relevant documentation relating to the corporate, partnership, limited liability, or other similar status, as the case may be, of the entity to which Developer intends to assign its rights under the assignment and assumption agreement as to such Parcel.
g. Associated Backbone Infrastructure . All Backbone Infrastructure (other than In - Tract Improvements) needed to serve the vertical improvements on the large lot portion of the Parcel proposed to be transferred shall have been substantially completed.
h. Receipt of Improvement Security . The vertical developer shall have delivered surety bonds to City from issuer(s) reasonably acceptable to City in amounts required to guarantee the completion of all In -Tract Improvements, and the payment of labor and material costs associated with such work.
i. Insurance Policies. The vertical developer assignee shall have submitted to the City evidence of required insurance policies pursuant to the DDA and DA as required in the assignment and assumption agreement.
k. Miscellaneous Standard Closing Conditions . The Parties shall have submitted executed closing documents into escrow, title insurance policies shall be ready to be issued and other standard conditions must be met.
12. City Participation.
The parties agree, to the extent funds are available after Developer achieves an 18% unlevered investment rate of return (“ UIRR”), to implement a profit participation model formula described below (the “ PPF Formula ”). All City participation proceeds shall be deposited into a de signated escrow account (“Community Benefit Fund Account ”) and reinvested back into the Project in accordance with Section 12.c. below.
a. Participation Model. The Parties acknowledge that Developer will incur substantial costs and associated risks to install the infrastructure necessary to serve the Project, and that the City will directly benefit from the Project as a result of job creation, direct and indirect sales taxes, transient occupancy taxes, and other tax revenues created by the Project. The participation model shall include all Project Costs, whether incurred before or after the date of this Agreement. All Project revenues shall be applied:
i. First, Developer shall receive an 18% UIRR (Tranche 1);
ii. Second, Developer and City shall participate 60(Developer)/40(City) in proceeds received above 18% UIRR to a 20% UIRR (Tranche 2);
iii. Third, Developer and City shall participate 50/50 on proceeds received above a 20% UIRR to a 22% UIRR (Tranche 3);
iv. Fourth, Developer and City shall participate 40(Developer)/60(City) on proceeds received above a 22% UIRR (Tranche 4).
b. Calculation/Distribution. Within one-hundred twenty (120) days of the beginning of each calendar year, Developer shall provide City with an annual Profit Participation Model detailing all revenues and costs for the preceding year along with a projection for the current year and calculation of UIRR return(s) and profit participation under each of Tranches 1 through 4, as applicable.
c. Community Benefit Fund . Funds deposited into the Community Benefit Fund Account shall be placed in a specific and designated escrow account, and shall be reinvested into the Project for City costs and community benefits within the Project.
The preferred prioritization of the reinvested funds shall be as required by the Navy/City Conveyance Agreement (defined in Section 25 below) and as directed by the City Council. A committee, which includes a representative of Developer, will be formed by the City to make recommendations to the City Council on the reinvestment of funds into the Project.
13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements.
a. City and Developer will cooperate in good faith at Developer’s expense to secure State, Federal and Regional grant and/or low interest loans to pay a portion of the costs of preparing Project planning documents such as the Specific Plan and Environmental Impact Report as well as hard and soft costs of constructing affordable housing and Backbone Infrastructure.
b. The parties contemplate that the construction, installation, and long -term maintenance of Backbone Infrastruct ure, other public improvements, and potentially certain additional community benefits will be financed through the use of private capital; federal, state, and local governmental (other than City) grants; community facilities district(s) (“ CFD(s)”), enhance d infrastructure financing district(s) (“IFD(s)”) or other similar vehicles, and other financing mechanisms. The DA shall include procedures addressing the filing of petitions by Developer and the City Council’s consideration of adoption of resolution(s) of intention to establish the applicable financing district(s). Upon adoption of such resolution(s) of intention, City, at Developer’s expense, shall use good faith, diligent efforts to establish and implement the financing district(s) pursuant to terms to be set forth in the DA, including scheduling of necessary public hearings and adoption of a resolution(s) of formation. Developer shall cooperate with City in the formation of such financing district(s), including by timely submitting all petitions, waiver s and consents and promptly paying all costs of establishing such financing district(s).
c. Developer also proposes to finance ongoing maintenance and replacement of publicly accessible private improvements, including private streets, private storm drains, common areas, and landscaping etc. through the use of various revenue sources, including homeowners associations (“ HOAs”), landscaping and lighting districts (“ LLDs”), geologic hazard abatement districts (“ GHADs”), and other financing mechanisms.
d. Prior to implementing an IFD or other mechanism that would direct to Developer tax increment otherwise available to the City, or implementation of revenue sources for annual maintenance and replacement costs, Developer shall demonstrate that the combination of its proposed financing strategies would preserve fiscal neutrality to the City’s General Fund.
14. Open Book Accounting.
a. Proposed Financial Deal Structure . Developer proposes a deal structure that aligns public and private interests through an open sharing of information and profits. Developer will provide a completely open book partnership allowing City to confirm Developer’s budgets and security (including subdivision bonds) to full y secure Backbone Infrastructure on a Parcel -by-Parcel basis before any land is conveyed to Developer.
b. Potential Federal/State/Regional Funding . To the extent the Project or any component thereof receives grant awards or other similar funding from Federal , State or regional funding sources, Developer’s UIRR shall be adjusted to account for such funding awards. Developer’s minimum financial commitments to Project community benefits, including the Library/Community Center, Tournament Sports Park, Citywide Pa rk and affordable housing as set forth in this Term Sheet shall not be subject to reduction based on receipt of monies from Federal, State or regional funding sources.
c. Open Book Accounting . Developer shall maintain a completely open book accounting, with specific processes for record keeping, accounting, and auditing as further described below.
i. Book and Recordkeeping Obligation . Developer shall maintain books and records of all Project costs and expenses for a period of three years following the end of each calendar year, or such longer period as may be necessary to comply with Base Realignment and Closure (“ BRAC”) requirements. Books and record shall be maintained with generally - acceptable accounting principles consistently applied or in another auditable form approved by the City.
ii. Annual Reports . Developer shall provide annual reports to the City commencing as of the date that Developer receives the first Parcel from the City. Annual reports, which shall be submitted to the City no later than four months after the end of each fiscal year, shall include at minimum: updated estimates of project costs and gross revenues; variances from the prior year’s annual report (if applicable); new development that is expected to occur or that is occurring; and a summary of all public benefits delivered to the City; and a statement of cumulative IRR achieved to date. Annual reports shall use generally accepted accounting procedures acceptable to the City.
iii. Inspection Rights. Upon ten business days’ prior written notice, City shall have the right to review or audit Developer's books and records at Developer's local office.
15. Remediation.
City will transfer each Parcel to Developer subject to applicable provisions of the quitclaim deed from the Navy to the City, including the Comprehensive Environmental Response, Compensation, and Liability Act (“ CERCLA”) section 120 covenants received from the Navy. Land anticipated for re sidential use is expected to be cleaned to appropriate residential standards, and to remain subject to CERCLA covenants. If hazardous materials requiring investigation or remediation are discovered on the Parcel during development and following completion of Navy’s remediation program, the City shall not be responsible for performing or paying for such investigation or remediation; in such instance, Developer will, in its sole discretion: (i) request that the Navy perform or pay for the investigation or remediation under the CERCLA section 120 covenants or the indemnity provided under BRAC section 330 of the National Defense Authorization Act of 1993, PL 102 -484, October 23, 1992, 106 Stat. 2315, as amended (“ DOD Indemnity”), and said CERCLA covenants and BRAC indemnity shall have been passed through by the City to Developer; (ii) tender a claim to the insurer under the PLL policy to pay for the investigation or remediation; and/or (iii) in situations where the costs of performing the investigation or remediation would be less than the costs of pursuing a claim against the Navy or paying the deductible or self - insured retention under the PLL policy, perform or cause to be performed the investigation or remediation at its own cost. Notwithstand ing the foregoing, Developer will not take any action that adversely affects the rights of the City under CERCLA section 120 covenants granted by the Navy or under the DOD Indemnity or under the PLL policy. The Parties share the following objectives relating to remediation and transfers from the Navy:
a. It is in the Parties’ mutual interest for the First Transfer Parcel to transfer from the Navy to the City as expeditiously as possible without any use or activity restrictions that would mate rially impede development of the First Transfer Parcel and for subsequent portions of the Development Footprint to transfer without any use or activity restrictions that would materially impede development of such property as expeditiously as possible thereafter.
b. The Parties will cooperate and actively participate in negotiations with the Navy, US EPA, DTSC, and regional water board over remediation of hazardous materials and the transfer of lands from the Navy to the City on a schedule that will permit timely development consistent with the Specific Plan.
c. For lands within the Phase One Property (or reasonably necessary for the efficient development of the Phase One Property) that are not included in the First Transfer Parcel or transferred within a reasonable time thereafter via a FOST under section 120(h)(3)(A) and (B) of CERCLA, it is in the Parties mutual interest to gain access to such lands under a license or lease in furtherance of conveyance (“ LIFOC”) or have such lands transferred pursuant to a Finding of Suitability for Early Transfer (“FOSET”) under section 120(h)3(C) of CERCLA, and subject to approval by the Navy. Accordingly, Developer agrees to coordinate with City to actively and in