ACORD® CERTIFICATE OF LIABILITY INSURANCE I
DATE (MM/DDIYYYV)
~ 07/20/2021
THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER . THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER .
IMPORTANT : If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certif icate does not confer rights to the certificate holder In lieu of such endorsement(s) .
PRODUCER Jill Cash, Agent ~2~~~cT Jill Cash
PHONE J FAX 2340 Santa Rita Road JA/..QJiQ..f&l)• 510-843-8300 (AIC No): 51 0-849-8665 Suite 2
E-MAIL "'IJ(iifll h
~
APORESS: 1111 cas .com
Pleasanton, CA 94566 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: State Farm General Insurance Company 25151
INSURED The Glen Price Group INSURER e : State Farm Mutual Automobile Insurance ComDanv __1§118_ _ 719 El Cerrito Plaza INSURERC:
El Cerrito, CA 94530 INSURER D:
INSURER E:
INSURERF:
COVERAGES CERTIFICATE NUMBER · REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ~~~; ~ ~~~ LTR POLICY NUMBER Ll~l,tLJg~, ltMID"&%~, LIMITS
A GENERAL LIABILITY
CD ~I 97-S0-5149-2 02/15/2021 02/15 /2022 EACH OCCURRENCE $ 2,000,000 d "'!""""' "~'~ '""'m ~~~~~~~E~~~~ncel $ 300,000
CLAIMS·MADE 0 OCCUR MED EXP (Any one person) $ 5,000
PERSONAL & ADV INJURY $ 2,0DO,DOO
GENERAL AGGREGATE $ 4,000,000
~·L AGGREF r LIMIT APnS PER: PRODUCTS· COMP/OP AGG s 4,000,000 POLICY ~~~T LOG $
B AUTOMOBILE LIABILITY
0 0 394 5315-B15-05H 02/15/2021 08/15/2021 fE'i:~~~~~J'~~t)~INGLE LIMIT $ 1,000,000 1-- ANY AUTO 08/15 /2021 02115/2022 BODILY INJURY (Per person) s r- ALL OWNED X SCHEDULED f-- AUTOS f-- ~~~~6WN E D
BODILY INJURY (Per accident) $
1-- HIRED AUTOS 1-- AUTOS rte?~dVn.?AMAGE $
s
UMBRELLA LIAB H OCCUR EACH OCCURRENCE $
1- ....___, I'--EXCESS LIAB CLAIMS-MADE AGGREGATE $
OED I I RETENTION$ s
WORKERS COMPENSATION lr'Z~.r/:~Jg;; I lOTH-
AND EMPLOYERS' LIAeiLITY y ER
ANY PROPRIETORIPARTNERIEXECUTIVE D D
E.L. EACH ACCIDENT $
OFFIGEMEMBER EXCLUDED? N/A
(Mandatory In NH) E.L DISEASE-EA EMPLOYEE s
~~~~g~~ir~~ ';!;~•r ibelow E.L DISEASE-POLICY LIMIT $
.~ D
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AIIIoh ACORD 101, AddiUonol Remark• Sohedule. II moro space Ia "'qulrod) Additional Insured : The City of Richmond, its officers, officials, employees , agents and volunteers
CERTIFICATE HOLDER
City of Richmond
450 Civic Centers Plaza
RichmQnd 1 CA S-4804
ACORD 25 (2010/05)
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANC~TH THE POLICY PROVISIONS.
AUTHORIZED
1001486 132849 .6 11-15-20 10
. ___.........
.A COR~ DATE (MMIDDIYYYY)
~- CERTIFICATE OF LIABILITY INSURANCE 10/01/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMAT ION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVEL Y OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certifi cate holder is an ADDITIONAL INSURED, the poli cy(ies) must be e ndorsed. If SUBROGATIONIS WAIVED , subject to the terms and conditi ons of the polic y, certain policies may require an endors ement. A stat ement on this cert if icate does not confer rights to the certificate holder in lieu of such endorsem ent(s).
PRODUCER CONTACT NAME:
POLLUTRO ROSS LEY INSURANCE AGENCY
45452544
PHONE (440) 352-2872 ~ ~AX (440) 951-0097
(A/C, No, Ext): (A/C,No):
161 NORTH STATE STREET E-MAIL ADDRESS:
PAINESVILLE OH 44077
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A: Hartford Fire and Its P&C Affiliates 00914
INSURED INSURER B:
GLEN PRICE GROUP INSURER C:
719 EL CERRITO PLZ
EL CERRITO CA 94530-4022
INSURERD:
INSURERE:
INSURER F :
COVERAGES CERTIFICATE NUMBER· REVISION NUMBER·
T HIS IS TO CERTIFY THAT THE POLICIES OF INSURA NCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA MED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW!THSTA NDING ANY REQUIREMEN T, TERM OR CONDITION OF ANY CONTRAC T OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIF ICATE MAY BE ISSUED OR MAY PERTAIN , THE IN SURANC E AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAI MS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMMIDDIYYYYI IMM/DD/Y YYYI
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
1--
0 CLAIMS-MADE D OCCUR DAMAGE TO RENTED
1--
I PREMISES l Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
R POLICY D PRO- DLOC PRODUCTS- COMP/OP AGG JECT
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
1--
I lEa accidentl
ANY AUTO BODILY INJURY (Per person)
1-- ALL OWNED - SCHEDULED
AUTOS AUTOS BODILY INJURY (Per accident)
1-- HIRED - NON-OWNED PROPERTY DAMAGE
AUTOS AUTOS (Per accident)
1-- -
UMBRELLA LIAB H OCCUR EACH OCCURRENCE
1-- EXCESS LIAB CLAIMS-
MADE AGGREGATE
DEDI I RETENTION $
WORKERS COMPENSATION
X I ~~:-rUTE I
l OTH-
AND EMPLOYERS' LIABILITY ER
ANY Y/N E.L. EACH ACCIDENT $1,000,000
A PROPRIETOR/PARTNER/EXECUTIVE L N/ A 45 WEC AH8R7C 10/26/2020 10/26/2021 OFFICER/MEMBER EXCLUDED? E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH)
If yes, describe under E.L. DISEASE- POLICY LIMIT $1 ,000,000 DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATI ONS I LOCATIONS I VEHICLES (ACORD 101, Additiona l Remarl<s Schedule, may be attached if more space is required) Those usual to the Insured's Operations.
CERTIFICATE HOLDER CANCELLATION
City of Richmond SH OULD A NY O F THE AB OVE DESCRI BED POLI CIES BE CAN CELLED 450 CIVIC CENTER PLAZA BEFORE THE EXPIRATION DA TE THEREOF, NOTI CE WIL L B E DELIVE RED RICHMOND CA 94804-1630 IN ACCO RDA NC E WITH THE POLICY PROVISION S.
AUTHORIZED REPRESENTATIVE
6~£Ca:t~
© 1988-2015 ACORD CORPORATION . All rights reserved.
ACORD 25 (2016/03) The ACORD name and log o are regist ered m arks of A CORD
' ' . '
LBLZ Policy No.: 97-S0-5149-2
SECTION II ADDITIONAL INSURED ENDORSEMENT
Policy No.: 97-S0-5149-2
Named Insured: THE GLEN PRICE GROUP
Additional Insured (include address):
CITY OF RICHMOND
450 Civic Center Plaza
RICHMOND CA 94804
FE-6609
WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above.
Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage.
The Primary Insurance coverage below applies only when there is an "X" in the box.
D Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance . Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you.
All other policy provisions apply.
FE-6609 Printed in U.S.A.
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1 . Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
S t r e e t A d d r e s s :
City, State, Zip Code:
Contact Person:
T e l e p h o n e : E m a i l :
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2 . Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Employment & Training Tamara Walker
[email protected] (510) 307-8006
Vendor to provide additional grant writing services in support of the Richmond Public Library ✔
8 The Glen Price Group
719 El Cerrito Plaza
El Cerrito, CA 94530
Steven Schultz
(510) 528-1525 [email protected]
40002356 November 22, 2022
✔
April 9, 2014
March 1, 2014 December 14, 2014
55,000.00
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto. 5 . City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect. 6 . Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
The Glen Price Group
President
Chief Financial Officer
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ ( I n s e r t o r i g i n a l c o n t r a c t c o m m e n c e m e n t d a t e )
a n d i t t e r m i n a t e s
___________________________________________________.
( I n s e r t n e w c o n t r a c t t e r m i n a t i o n d a t e )
u n l e s s s o o n e r t e r m i n a t e d a s p r o v i d e d h e r e i n . "
2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
8 March 1, 2014
June 30, 2023
338,085.00
The Glen Price Group
See attached Plan of Service.
8085.00
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)
The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
The Glen Price Group
8 *Original contract amended to add the following tasks to the existing agreement.
Project Name: Development of Building Forward Library Infrastructure Program Grant Application for Richmond Library
Detailed Task/Activities:
1 Overall Coordination and Communication
1.1 Review RFP, other relevant background materials
1.2 Develop a work plan for application completion and submission
1.3 Agendize, facilitate and provide follow up to project meetings with Richmond Library and partners to develop project design and narrative
1.4 Establish shared file systems, as needed
2 Application Narrative
2.1 Clarify key project information through reviewing background materials, interviewing key individuals, and/or communicating with project partners
2.2 Develop content for online application questions in conjunction with library staff
2.3 Incorporate feedback to finalize online application responses
3 Budget and Budget Narrative
3.1 Support development of Budget, Match, and itemization of costs
3.2 Prepare response to questions in Budget section
4 Forms and Attachments
4.1 Complete required application forms, including Project Implementation Plan and Supporting Documentation
5 Finalization and Submission
5.1 Conduct GPG-internal review of application
5.2 Coordinate final review by library staff and complete submission
Subtotal Personnel $7,350.00
Indirect Costs (10%) $735.00
Total Budget Estimate $8,085.00
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The Glen Price Group
8 11-05-2014
55,000.00
12-03-2015✔
✔
✔
12-03-2015
50,000.00
12-31-2016
105,000.00
105,000.00
11-30-2016
12-31-2017
12-31-2018
12-31-2019
180,000.00
75,000.00
10-30-2017
12-04-2018
180,000.00
✔
✔
✔
✔
✔
✔
✔
✔
✔
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
The sixth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The seventh Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The eighth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The ninth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The tenth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
Contract Amendment/EJ/TE 11-30-07
8 The Glen Price Group
12-31-2021
6-30-2022
6-30-2023
10-07-2019
8-23-2021
255,000.00
330,000.00
338,085.00
338,085.00
338,085.00
75,000.00
75,000.00
8,085.00
✔
✔
✔
✔
✔
✔
✔
✔
✔
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
1001486 155279 07-28-2021
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
02/15/2022
Jill Cash
2340 Santa Rita Road Suite 2
Pleasanton CA 94566
Jill Cash
925-892-8000
THE GLEN PRICE GROUP
719 EL CERRITO PLZ
EL CERRITO CA 94530-4022
25151
A
2,000,000
300,000
5,000
2,000,000
4,000,000
4,000,000
City of Richmond
450 Civic Center Plaza
Richmond CA 94804
State Farm General Insurance Company
97-S0-5149-2 02/15/2022 02/15/2023
To obtain a signed form, please contact your Agent.
February 15, 2022This form was system-generated on .
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
FE-6609 Printed in U.S.A.
L8LZ Policy No.: 97-S0-5149-2
SECTION II ADDITIONAL INSURED ENDORSEMENT
Policy No.: 97-S0-5149-2
Named Insured: THE GLEN PRICE GROUP
Additional Insured (include address):
CITY OF RICHMOND
450 Civic Center Plaza
RICHMOND CA 94804
WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above.
Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage.
The Primary Insurance coverage below applies only when there is an "X" in the box.
P r i m a r y I n s u r a n c e. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you.
All other policy provisions apply.
FE-6609
DocuSign Envelope ID: 8C43DD30-7043-4CA5-9659-48EBCA202B97
February 7, 2023
Library and Community Services
DATE: February 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:
LaShonda White, Deputy City Manager, Community
Services
Tamara Walker, Deputy Director of Library and
Community Services, Employment and Training Division
Subject:
Amendment to the 2022-2023 Employment & Training
Department Budget
FINANCIAL IMPACT: There is no financial impact to the General Fund. Any expenditures will be covered by the Construction Trades Workforce Initiative grant.
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
The Employment and Training Department seeks to
amend its Fiscal Year (FY) 2022-2023 budget to add
$210,500 in Construction Trades Workforce Initiative
grant funding awarded subsequent to the adoption of the City of Richmond’s FY 2022-2023 annual budget.
RECOMMENDED ACTION:
ADOPT a resolution to ACCEPT and APPROPRIATE
into the Fiscal Year 2022-2023 budget $210,500 in
federal funds awarded to the Employment & Training
Department from the Construction Trades Workforce
Initiative – Community Services Department,
Employment and Training (LaShonda White/Tamara
Walker 510-307-8006).
AGENDA
REPORT
February 7, 2023
DISCUSSION:
In 2022, the Employment and Training Division of the Library and Community Services Department was awarded additional grant funds in the amount of $210,500 from the Construction Trades Workforce Initiative (CTWI). The $210,500 from CTWI was awarded to provide opportunities for unemployed Richmond residents through certification classes at RichmondBUILD. The certification classes will be Multi-Craft Core Curriculum, MC3 construction curriculum, OSHA 10, Confined Spaces, & First Aid/CPR. Key partners in this grant program include Universal Safety & CPR and Richmond WORKS. The $210,500 will be used to serve the re-entry population, women in nontraditional roles, and community members who lost their jobs through no fault of their own or who may be seeking a career change.
This grant was awarded after the City adopted the Fiscal Year 2022-2023 budget; therefore, a resolution amending the budget is necessary for Employment and Training to be able to accept and appropriate these funds.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution to Amend Employment & Training Budget, Fiscal Year 2022- 2023
Attachment 2 – Notice of Grant Award, Construction Trades Workforce Initiative, CTWI.
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND TO
ACCEPT A NEW FEDERAL GRANT AWARD FROM THE ENVIRONMENTAL
PROTECTION AGENCY AND TO ADJUST APPROPRIATIONS IN THE FISCAL YEAR 2022-2023 EMPLOYMENT AND TRAINING DEPARTMENT BUDGET.
WHEREAS, subsequent to the adoption of the City of Richmond fiscal year 2022-2023 operating budget, the Employment and Training Department was awarded $210,500 from the Construction Trades Workforce Initiative, CTWI, and
WHEREAS, the additional funding of $210,500 will be used to provide Richmond residents who are participating in the RichmondBUILD Academy program with occupational skills training and pre-apprenticeship construction skills training, and
WHEREAS, this new grant will significantly expand access to training and job placement opportunities for Richmond residents.
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Richmond that the fiscal year 2022-2023 Employment and Training budget is adjusted to add $210,500 to revenue and to add $210,500 to expenditures.
*****************************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a _________ meeting held on _____________ by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
________________________________________
Clerk of the City of Richmond
(SEAL)
Approved:
_______________________________
Mayor
Approved as to form:
____________________________
City Attorney
February 7, 2023
Library and Community Services
DATE: February 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager, Community
Services
Denée Evans, Transportation Services Project Manager
Subject:
Grant for electric vehicle solar charging arc to support the Richmond Car Share Program
FINANCIAL IMPACT: The Richmond Community Foundation will provide direct grant funding in the amount of $55,400 that will be
applied to the total cost of the Beam EV ARC. A grant
match for the remaining expense in the amount of
$35,600 will be applied from the approved and adopted
FY 2022-2023 Environmental and Community
Investment Agreement (ECIA) transportation budget
(11785051-400201-2A1JK).
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
The City of Richmond has been granted funds in the
amount of $55,400 from the Richmond Community
Foundation (RCF Connects) to apply towards the
purchase of an electric vehicle solar charging arc that will be available for public use and to support the Community Car Share Program.
AGENDA
REPORT
February 7, 2023
RECOMMENDED ACTION:
ACCEPT and APPROPRIATE grant funds from
Richmond Community Foundation (RCF Connects) in
accordance with the grant to purchase a solar EV ARC;
AUTHORIZE a grant match in the amount of $35,600
from the approved Environmental and Community
Investment Agreement (ECIA) transportation budget; and
APPROVE a first sole-source contract amendment with
Envision Solar in an amount of $91,000, for a total not to exceed amount of 171,000, to acquire and manage one
EV ARC, with contingency expenses to support the
Community Carshare Program, with a term ending
December 31, 2024 – Community Services Department
(LaShonda White/Denée Evans 510-621-1718).
DISCUSSION:
The City of Richmond is committed to implementing clean transportation strategies and increasing transportation equity in Richmond’s SB 535 designated Disadvantaged Communities (DAC). The Richmond Transportation Division has been tasked with implementing programs that align with the City Council adopted First Mile Last Mile Strategic plan, the Climate Action Plan (CAP), as well as other State and regional plans and policies to enhance Richmond’s transportation network, help advance the City’s efforts to build health equity, and to improve the environment through the reduction of local greenhouse gas emissions, criteria air pollutants, and toxic air contaminants.
On April 23, 2021, the Richmond Community Foundation received a notice of proposed award for the Clean Mobility Options Voucher Pilot program voucher in the amount of $1,000,000 to develop the Community Carshare Program:
https://cleanmobilityoptions.org/mpv-awardee-press-release/. The carshare program will be operated by Miocar and will provide a publicly accessible all electric carshare services and vehicle charging equipment within underserved communities. The Richmond Community Foundation (RCF Connects) has elected to grant the City funds to assist in the acquisition of publicly accessible charging infrastructure that will be used to support the Community Carshare program.
RCF Connects consulted with the Transportation division to determine the most efficient means to energize the new community carshare program. City staff recommended investing in solar charging due to the ongoing constraints related to inflated labor and equipment costs, costs associated with improving existing public facilities, and supply chain delays. Additionally, EV ARCs are 100 percent resilient, can be easily relocated, are equipped with battery backup storage, and can provide emergency energy or connected to other units to create flood proof micro grids during rolling power shut offs.
If this item is approved, the Transportation Division can complete the purchase and install the EV ARC within 90 days of contract execution. It generally takes six months to almost two years and less than half the cost to acquire electric service transformers,
February 7, 2023
panels, charging equipment Pacific Gas and Electric interconnections, trenching and additional charges for grid connected EV charging stations installations.
The City will piggyback off the procurement referencing contract ID 1-22-61-16 of the California statewide contract to acquire the solar charging equipment (Attachment 5).
The cost of one Beam EV ARC with one dual port ChargePoint station is $91,000 (includes a minor expense contingency in the amount of $2,150.26) is based on the most recent cooperative Contract with the State of California Department of General Services.
DOCUMENTS ATTACHED:
Attachment 1 - Notice of RCF Proposed Award and Funding Agreement Attachment 2 - Beam Global EV Arc Quotes
Attachment 3 - Envision Executed Contract
Attachment 4 - Envision Contract Amendment (aka Beam Global, LLC) Attachment 5 – Envision Sole Source
Attachment 6 – Piggyback Authorization
1 Grant Award Agreement
Grant Recipient: City of Richmond
Grant Award: $55,400.00
Grant Period: Upon Execution by Both Parties
Progress Report: Final Report
I. Complete Agreement: This grant agreement between the Richmond Community Foundation and City of Richmond, consisting of this page and all additional pages, Exhibits, Attachments, and Schedules attached hereto and incorporated herein, contains the entire agreement between the parties hereto with respect to the transaction contemplated herein and shall supersede all previous oral and written and all contemporaneous oral negotiations, writings, commitments and understandings.
II. Notice: Correspondence between the parties shall be addressed to the corporation officers. Grant recipient shall notify the Richmond Community Foundation concerning changes to contacts, address, etc.
Richmond Community Foundation Denée Evans, Transportation Services 3260 Blume Drive, Suite 110 City of Richmond Richmond, CA 94806 450 Civic Center Plaza Richmond, CA 94804
III. Purpose of the Grant: The primary purpose of this grant is to purchase, install, and to operate one BEAM Electric Vehicle Solar Charging ARC for public use within a designated project area that is primarily located in the following CES 3.0 Disadvantaged Community census tracts:
Percentile 90-95%: Tract #s 6013377000, 6013379000
Percentile 85-90%: Tract #s 6013382000, 6013376000
Percentile 80-85%: Tract #s 6013380000, 6013381000, 6013375000
Additionally, the project will serve downtown Richmond, (Census Tract 6013374000), which ranks in the top 50-55th percentile on Enviroscreen 3.0. This census tract is central to the services accessed by members of the surrounding community, and represents 9.0% of the project area population. These funds will also support the operation of the community car share program. To that end, Richmond Community Foundation agrees to provide funds to the City of Richmond subject to the terms and conditions of this agreement.
2 IV. Grant Conditions: Under the terms of this agreement, Richmond Community Foundation agrees to provide funds up to the total listed above for the project based upon the following conditions:
Restrictions on Use of Funds: Funds shall be used solely for the project. No funds provided for this grant may be used to support litigation expenses or lobbying activities – defined as attempting to persuade members of any legislative or administrative branch (local, state, tribal, or federal) to enact, defeat, repeal, or amend legislation or regulations of any kind. Unused Funds and Reversion: This grant is intended to support the project for the specified grant period. Any portion of the total grant not expended at the end of the grant period shall be returned to the Richmond Community Foundation within sixty (60) days of the end of the grant period.
Assignment of Rights and Benefits: Except as otherwise specifically provided for in Section XI of this agreement, the grant recipient has not and shall not assign or convey any rights, benefits, obligations, or liabilities which would interfere with the obligations contained in this Agreement.
V. Payment of Grant Funds: Funds will be disbursed by the Richmond Community Foundation to the grant recipient upon execution of this Agreement.
VI. Sub-Grantees: The grant recipient shall not make sub-grants to other persons or entities without prior written consent of the Richmond Community Foundation which consent shall be in the Foundation’s sole discretion and the Foundation may impose additional conditions to its consent as it deems appropriate. Any such sub-grant if approved shall not however relieve the grant recipient from responsibility or liability for compliance with all of the terms and conditions of this Agreement.
VII. Reporting Requirements: The grant recipient shall keep the Richmond Community Foundation informed of project progress through the submission of a final project report within 30 days of the end of the grant period. The grant recipient shall keep the Richmond Community Foundation informed of any potential challenges in successfully implementing the project.
VIII. Publicity and Acknowledgement of Support: The grant recipient shall give appropriate credit to the Richmond Community Foundation for its financial support in any and all press releases, publications, annual reports, video credits, dedications and other public communications regarding the services performed pursuant to this agreement, including but not limited to any tangible final products produced pursuant to this agreement. Copies of such materials shall be provided to the Richmond Community Foundation for review. The grant recipient hereby grants the Richmond Community Foundation the right and authority to publicize the Foundation’s financial support for this project in press releases, publications, and other public communications of any type including, without limitation, digital and web publications, and to use the grant recipient’s name, likeness, logo or other official representation of the grant recipient in such communications.
3 Web Site Links: The grant recipient grants revocable permission to the Richmond Community Foundation to place links to the grant recipient’s web site on the Foundation’s web site. The Richmond Community Foundation grants revocable permission to the grant recipient to place links to the Foundation’s web site on the grant recipient’s web site.
IX. Termination: Not withstanding anything to the contrary contained in this agreement, should the grant recipient or any sub-grantee materially fail to comply with any of the conditions of this agreement, the Richmond Community Foundation may, at its reasonable discretion, immediately terminate the grant. In the event of termination, the Richmond Community Foundation may cancel all unpaid installments of the total grant. The Richmond Community Foundation also reserves the right to recall any or all funds should the Foundation determine that they have been expended in material violation of the terms of this agreement. The Richmond Community Foundation will provide the grant recipient with written notice of such termination, the reasons for this, and the amount of funds to be returned.
The grant recipient shall return the Foundation for such funds within thirty (30) days of receipt of such notice. This grant may also be terminated by mutual agreement.
X. Additional Support: In making this grant, the Richmond Community Foundation assumes no obligation to provide further funding or support to the grant recipient beyond the terms stated herein.
Contributions made to the grant recipient under this agreement do not by direct reference or implication convey the Foundation’s endorsement of the grant recipient’s activities.
XI. Arbitration and Choice of Law: All claims, disputes, and other matters in question arising out of or relating to this agreement, its interpretation or breach shall be decided exclusively through arbitration by a person or persons mutually acceptable to both the Richmond Community Foundation and the grant recipient. Notice of the demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen. The award rendered by the arbitrator or arbitrators shall be final.
XII. Waiver: Failure by the Richmond Community Foundation to enforce, or delay by the Foundation in enforcing, any terms and conditions of this agreement shall not be deemed a waiver, continuing waiver, or a modification of this agreement unless the waiver or modification is expressly written and signed by the Richmond Community Foundation and the grant recipient.
XIII. Severability: If any provision of this agreement is held to invalid, illegal, or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this agreement be interpreted to remain valid, enforceable, and binding on the parties.
XIV. Compliance with Laws and Indemnification: In conducting its activities related to the project, the grant recipient shall conduct and shall ensure that any sub-grantee or sub-contractors will conduct all
4 such activities in compliance with all applicable federal, state, and local laws, regulations and ordinances; to secure all necessary public or private permits and consents; and obtain and maintain all appropriate insurance, or self-insure against liability for injury to persons or property arising from its activities relating to the project. The grant recipient shall and will ensure that it, its sub-grantees and sub-contractors shall hold harmless the Richmond Community Foundation, its officers, directors, agent, and employees in respect of any and all claims, injuries, losses, diminution in value, damages, liabilities, whether or not currently due, and expenses (including without limitation, settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions arising from or in connection with the project, including but not limited to environmental laws, regulations, orders and decrees of whatever character or nature and damage or injury to persons or property). This covenant will survive termination of this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date listed below,
Dated as of ______________________
In signing this document, the Grant Recipient signatories acknowledge that they have been authorized by the grantee agency, to sign on its behalf, that they have read and understand the entire grant agreement and that the grant recipient accepts and agrees to its terms and conditions. The Agreement shall not be effective until the Foundation has received an executed copy of this Agreement from the grant recipient and has signed and re-conveyed a copy of the entire agreement to the grant recipient.
City of Richmond:
By: Thomas Butt, Mayor Signature: ______________________________ Richmond Community Foundation:
By: James Becker, President and CEO Signature: _____________________________
BeamForAll.com
[email protected]
+1 858-799-4583
Beam Global
5660 Eastgate Drive
San Diego, CA 92121
Your EV ARC™ 2020 is an American-made product and will be fabricated in our San Diego, California facility.
EV ARC™ 2020 systems are capable of generating and storing enough clean, solar electricity to charge up to 265 e miles in a single day. Thanks to its battery storage, it can charge electric vehicles day or night, or even during periods of cloudiness, and is also an excellent source of emergency/alternative power. The electricity produced is clean and renewable, reducing 100% of greenhouse gas emissions from ICE vehicles and electric vehicles powered from the utility grid.
The EV ARC™ 2020 is deployed in minutes and has not required any kind of permitting in the over 100 jurisdictions which are currently benefitting from it. It is deployed without any construction or electrical work and does not require civil or electrical engineering, foundations, trenching, electrical connections or upgrades. It will produce energy reliably and consistently but will not generate a utility bill or fail to operate because of a black out or other utility grid failure. It’s no wonder that Google, the City of New York, the State of California and many others across the U.S. and internationally trust the EV ARC™ product line to charge their electric vehicles.
The patented EV ARC™ 2020 is the world’s first and only fully autonomous, transportable, solar-powered electric vehicle charging system.
Designed, engineered and manufactured in the U.S., the EV ARC™ 2020 measures 7.5' X 18' at the base and fits inside a standard parking space without reducing available parking while being ADA compliant.
EV ARC 2020 Product Description™
(858) 790-8140Phone
[email protected]
Andy IkePrepared By
Location TBD
Richmond, CA
Ship To
City of RichmondShip To Name
440 Civic Center Plaza
Richmond, CA 94804
Bill To
City of RichmondBill To Name
(510) 621-1718Phone
[email protected]
Transportation Services Project ManagerTitle
Denee EvansContact Name
City of Richmond, CACustomer Name
11/18/2022Created Date
Beam EV ARC Proposal via CA DGS Contract #1-22-61-16™
Customer Details
Billing and Shipping
Your Clean Mobility Expert
BeamForAll.com
[email protected]
+1 858-799-4583
Beam Global
5660 Eastgate Drive
San Diego, CA 92121
EV ARC 2020 Diagram™
BeamForAll.com
[email protected]
+1 858-799-4583
Beam Global
5660 Eastgate Drive
San Diego, CA 92121
EV ARC 2020 Pricing™
Product Product Code Product Description Quantity List Price Total Price Beam EV
ARC™ with
ChargePoint™
dual plug
charger
ARC2020-CP4023
EV ARC™ 2020, 4.3kW solar array, 22kWh expandable storage, BeamTrak™, Chargepoint CT4023 dual-plug networked charger, dual J1772 connectors. 12 months ChargePoint Network Operating System (NOS) included.
CLIN #1101, includes 2% CA DGS Contract discount.
1.00 $70,300.30 $70,300.30
ChargePoint
Network
Operating
System (NOS)
Plan
CP-NOS
The annual ChargePoint Network Operating System (NOS) Cloud Plan provides remote access to advanced usage controls, price controls, usage charts and reports, dashboard map view and login from desktop or mobile. Service is included for the 1st twelve (12) months with purchase of an EV ARC™ system with a ChargePoint charger; Annual renewal thereafter. Annual plan is per plug.
CLIN #1302, includes 2% CA DGS Contract discount.
8.00 $342.02 $2,736.16
Beam Boost
battery
upgrade
BOOST40
Beam Boost upgrade for EV ARC™ 2020 systems increases battery storage to 43 kWh.
CLIN #1201, includes 2% CA DGS Contract discount.
1.00 $9,821.56 $9,821.56
Emergency
Power Panel EPP
Off-grid, 100% solar-powered Emergency Power Panel for energy resiliency and disaster preparednes. 6kW 120/240V solar generator with 2 x 120V NEMA 5-20 duplex outlets (GFCI protected), 2 x 120V NEMA L5-20 outlets (twist lock, GFCI protected), 1 x 240V NEMA L14-30 outlet (not GFCI protected) , lockable polycarbonate cover plate.
CLIN #1202, includes 2% CA DGS Contract discount.
1.00 $1,925.70 $1,925.70
Safety
Bollards BOLLARDS Heavy-duty safety bollards mounted on the EV ARC™ base pad.
CLIN #1205, includes 2% CA DGS Contract discount. 1.00 $357.70 $357.70 Custom
Branding -
Base Package
BRAND-BASE
EV ARC™ 2020 Custom Branding Base Package provides visibility for your organization's logo or community message. Beam provides the dimensions, the customer provides final art, then Beam prints and professionally applies the decals at the Beam factory.
CLIN #1206, includes 2% CA DGS Contract discount.
1.00 $980.00 $980.00
Vendor
Catalog Item -
Grid Connect
Enables EV ARC™ to connect with 240V grid input for EV charging backup power and optional bi-directional grid connection.
Segment ID: A, includes 2% CA DGS Contract discount. Non-core item.
1.00 $1,176.00 $1,176.00
Remote
Monitoring
and
Management
System
(RMMS)
RMMS-1
Annual plan for Remote Monitoring and Management System (RMMS) provides login access to view data and status of the EV ARC system. 4G LTE and WiFi connections enable remote monitoring of solar energy production, battery status, energy output, energy use session data. Remote performance assessment and troubleshooting can prevent service calls. Service is included for the 1st twelve (12) months with purchase of an EV ARC™ system; Annual renewal thereafter.
CLIN #1300, includes 2% CA DGS Contract discount.
1.00 $388.08 $0.00
Remote
Monitoring
and
Management RMMS-1
Annual plan for Remote Monitoring and Management System (RMMS) provides login access to view data and status of the EV ARC system. 4G LTE and WiFi connections enable remote monitoring of solar energy production, battery status, energy output, energy use session data. Remote performance assessment and troubleshooting 4.00 $388.08 $1,552.32
BeamForAll.com
[email protected]
+1 858-799-4583
Beam Global
5660 Eastgate Drive
San Diego, CA 92121
https://caleprocure.ca.gov/PSRelay/ZZ_PO.ZZ_CTR_SUP_CMP.GBL?Page=ZZ_CTR_SUP_PG&Action=U&SETID=STATE&CNTRCT_ID=1-22-61-16 Applicable sales tax will be billed upon invoicing
Payment Terms: Net 30 days
5-Years ChargePoint NOS (1st year free)
5-Years of RMMS (1st year free)
Please note connecting EV ARC to grid may
require permitting
and/or interconnect agreement with local utility
Notes
5/31/2023Expiration Date
$88,849.74Grand Total
$0.00Shipping and
Handling
$88,849.74Total PriceShipping & Handling is FOB Destination and includes Beam Team performing un-load / un-stow of equipment. Customer may need a 10K capacity forklift onsite upon delivery; to be determined when delivery date is scheduled.
System
(RMMS)
can prevent service calls. Service is included for the 1st twelve (12) months with purchase of an EV ARC™ system; Annual renewal thereafter.
CLIN #1300, includes 2% CA DGS Contract discount.
Vendor
Catalog Item -
Warranty (1
Year)
Manufacturer Warranty - First 12 months included
Segment ID: A, includes 2% CA DGS Contract discount. Non-core item.
1.00 $0.00 $0.00
Totals
California DGS Contract Link
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term an d Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a
municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which
was approved by the City Council of the City of Richmond or executed by the City Manager on ,
which original term commenced
on
and terminates w
ith an original
contract payment limit of $
. Said contract shall hereinafter be referred
to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditio
ns of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Transportation
Denée Evans
[email protected]
621-1718
14309
5067
Amend existing contract with Beam Global, LLC to purchase the vendor manufactured EV charging equipment. ✔
1 ENVISION SOLAR INTERNATIONAL, INC.
5660 EASTGATE DR
SAN DIEGO, CA 92121
ANDY IKE
(858) 799-4583
[email protected]
✔
December 18, 2019
December 18, 2019
December 1, 2023
80,000.00
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached here
to, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor
shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amend ment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and
the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
ENVISION SOLAR INTERNATIONAL, INC.
Contract Amendment between the City of Richmond and
Amendme
nt No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragra
ph 2 of the Original Contract is amended to read as
follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."
2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the
payment limit by $
. Paragraph 3 of the Original
Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $
including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the f
ollowing tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
5067
1 ENVISION SOLAR INTERNATIONAL, INC.
December 18, 2019
December 31, 2024
91,000.00
171,000.00
See attached quote to purchase one solar EV ARC with one dual port ChargePoint charging station.
February 7,2023
Mayor's Office
DATE: February 7, 2023
TO: Members of the City Council
FROM:
Eduardo Martinez, Mayor
Subject:
Arts and Culture Commission Appointments
FINANCIAL IMPACT: None
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
Ted Bell II and Melody Kozma-Kennedy are applying for
a vacant seat on the Richmond Arts and Culture
Commission.
RECOMMENDED ACTION:
APPOINT Ted Bell II, Arts and Culture Commission, Seat
#4, Term Expires January 31, 2027; Melody Kozma-
Kennedy, seat #12, Term Expires January 31, 2027 -
Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
DISCUSSION: After reviewing submitted applications the mayor would like to appoint Todd Bell II and Melody Kozma-Kennedy
AGENDA
REPORT
February 7,2023
DOCUMENTS ATTACHED:
Attachment 1 – Arts and Culture Commission Applications (Melody Kozma-Kennedy, Ted Bell II)
February 7, 2023
Police Department
DATE: February 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:
Bisa French, Chief of Police
Subject:
Purchase of Encrypted Police Radios for Richmond
Police Department
FINANCIAL IMPACT: The one-time purchase of encrypted police radios will not exceed $2,064,146.06 and will be made available by
transferring cost savings due to vacancies from
Richmond Police Department’s salaries and wages.
(Account Strings: 01197121-400002, 01191021-400003,
01191021-400004, 01194021-4000040 to account string
01191021-400701).
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
Richmond Police Department needs to comply with the
California Department of Justice (CA DOJ) directive,
mandating that all public law enforcement agencies
encrypt their radio telecommunications by June 2023.
RECOMMENDED ACTION:
APPROVE the purchase of 175 portable police radios
and 150 mobile police radios from Motorola Solutions, to comply with the California Department of Justice
directive, for an amount not to exceed $2,064,146.06 –
Police Department (Chief Bisa French 510-621-1802).
DISCUSSION:
AGENDA
REPORT
February 7, 2023
There is a constant increase in the number of websites, mobile apps, and a range of messaging apps that solely exist to keep the user anonymous. At the same time, sensitive information is communicated over police radios that gets broadcasted, recorded, or transcribed over various platforms in real-time. The California Department of Justice (CA DOJ) issued a directive in October 2020 mandating all public law enforcement agencies encrypt their radio telecommunications by December 31, 2022.
That deadline was later extended to June 2023. The CA DOJ directive was issued to keep private information secure and eliminate individual’s private information being broadcasted to the general public.
Originally, the encryption was to be added to the current radio equipment and was included and approved in the fiscal year (FY) 2021-2022 budget; however, during research to install the encryption, Motorola announced that our current communications equipment would no longer be supported at the end of the year (also known as technology’s “end of life”). This would eliminate the ability to make any software changes to the unit resulting in the need to purchase new radios. With the deadline quickly approaching, and Motorola’s two-to-six-month lead time, the urgency to purchase is dire. The purchase would be to replace 150 mobile auto units as well as 175 portable units worn by the officers.
Although we are transferring funds from our vacant wage and salary account strings, it will be a one-time cost, and the equipment is expected to last 10 or more years. Our current communication equipment is more than 10 years old.
The initial selection of Motorola Solutions Inc. to be sole provider of radio equipment was made by the East Bay Regional Communications Systems Authority (EBRCSA), of which, the City of Richmond is a member, to ensure continued interoperability across participating agencies. The price of each radio includes programing to our specifications and radio channels, as well as encryption. Motorola Solutions is the only provider that can supply the encryption for the Motorola system used by the police department and many of the radio add-on features will make Richmond Police Department’s radios compatible with not only neighboring cities, but neighboring counties as well – Solano County being the latest to comply.
City staff is recommending the urgent approval of the purchase so that the County’s Department of Information Technology can prepare to install the required county software, and so that the City of Richmond’s Public Works maintenance team can schedule to install the mobile units in the police vehicles when they arrive.
DOCUMENTS ATTACHED:
Attachment 1 – Motorola Quotation
Attachment 2 – Sole Source
February 7, 2023
Police Department
DATE: February 7, 2023
TO: Eduardo Martinez and Members of the City Council
FROM:
Bisa French, Chief of Police
Subject:
Proposed service agreement with Contra Costa County
District Attorney's Office to continue the community-based prosecution program.
FINANCIAL IMPACT: Funding for this contract will come from the Police Departments approved Fiscal Year 2022-2023 adopted
budget, not to exceed $100,000 – account string
01191021-400201.
PREVIOUS COUNCIL
ACTION:
n/a
STATEMENT OF THE
ISSUE:
The Contra Costa County District Attorney is vested with primary authority to prosecute criminal violations of state law in Contra Costa County. The proposed sole-source
agreement with the Contra Costa County District
Attorney's Office will continue the successful Community Based Prosecutor Program. The program is designed to
ensure the successful prosecution of criminal cases
investigated by sworn officers at the Richmond Police
Department, reduce violent crime, and address local
quality of life concerns.
RECOMMENDED ACTION:
APPROVE a sole-source agreement with the Contra
Costa County District Attorney's Office for the continued and dedicated services of a deputy district attorney who would be specifically assigned as Richmond's
Community Based Prosecutor, in an amount not to
exceed $100,000, from July 1, 2022, through June 30,
2023 - Police Department (Chief Bisa French 621-1802).
AGENDA
REPORT
February 7, 2023
DISCUSSION:
The Richmond Police Department has utilized the services of a Contra Costa County Deputy District Attorney (DDA) since January 2008 to provide training and enforcement assistance. Housed within the Police Department, Community Based Prosecutors have been instrumental in improving the quality of criminal cases prepared by sworn officers, increased the prosecution rate of Richmond cases, and have played an invaluable role in reducing violent crime. The job duties of the DDA include:
Preparing monthly training bulletins that are disseminated to all sworn personnel; Conducting on-going trainings that outline topics such as employing successful strategies for reducing gun violence, crime prevention methods through community engagement, and an overview of recent case law and appellate decisions;
Reviewing all misdemeanor cases and many violent crime investigations; Assisting with a variety of legal and criminal justice procedural issues; Assisting the City Attorney and Code Enforcement staff on neighborhood nuisance issues;
Regularly attending Crime Accountability meetings and providing input on quality of life issues and community concerns; and
Continuing to serve as a liaison with fellow prosecutors, judges, and other criminal justice experts, while ensuring that appropriate state and federal laws are understood and applied by sworn personnel.
With the approval of this agreement, the Richmond Police Department will have the essential services provided by the Community Based Prosecutor through June 2023.
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – Sole Source Form
Vendor: #6311
February 7, 2023
City Attorney's Office
DATE: February 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:
(List all relevant/responsive staff
persons)
Dave Aleshire, City Attorney
Anne Lanphar, Sr. Real Estate Deputy City Attorney
Subject:
(This will appear on the agenda)
Terminal One Disposition pursuant to Amended Land
Disposition Agreement
FINANCIAL IMPACT: None at this time. At Closing, the City received $10M in sale proceeds consisting of cash of $500,000 (less
escrow fees of $3,750) and 2 Promissory Notes totaling
$9M secured by the property. The City also received a
third shared appreciation promissory note whereby the
City will ultimately receive a portion of the net sales proceeds of the residential units up to $5M. In addition, Developer has paid $85,0000 to the City in
reimbursement of the City’s attorney fees
PREVIOUS COUNCIL
ACTION:
(List all dates items were heard or
council action took place)
November 22, 2022 whereby the City authorized the
amendment to the original LDA including the payment of
the purchase price over time.
STATEMENT OF THE
ISSUE:
Under the Amended LDA, the City Council has 75 days
to review the transaction and if it disapproves same, can elect to rescind the transaction, and have the Property conveyed back to the City, returning the initial $500,000 Deposit
AGENDA
REPORT
February 7, 2023
RECOMMENDED ACTION:
(This will appear on the agenda)
ADOPT a resolution reviewing the terms of Amendment to
Land Disposition Agreement for Terminal One Project and all outstanding objections by various Citizen Groups with respect to the Project and decide whether (i) to exercise the right to rescind the transaction and require the Property to be deeded back to the City and the Deposit returned to Developer; (ii) allow the sale and Project to continue forward; or (iii) direct staff to negotiate further revisions to the ALDA – City Attorney’s Office (Dave Aleshire 510-620-6509).
DISCUSSION:
SUMMARY: TWO PATHS BEFORE COUNCIL AND MAJOR DEAL POINTS There are two basic courses of action before the Council on this project, which is the most important remaining developable land in the Brickyard Cove area. The first is that the City can reaffirm the action it took on November 22 to continue with the sale of the Property to the Developer subject to the terms of the Amended Land Development Agreement (“ALDA”), or, alternatively, the Council can rescind the sale and get the land back with all of the obligations cancelled, and the Developer receiving back the $500,000 the Developer paid at Closing on December 30. The Council could also direct further changes to the ALDA.
The lengthy staff report which follows provides fully the information which weighs on these two choices, but here the intent is to give a broad overview. The reason you have been presented with these choices is not because of problems which could not be addressed in the agreement, or because the Developer has misgivings about going forward. All the original issues as directed by the Council on November 22 were addressed. Moreover, our notice was submitted to HCD to establish that this Project was exempt from the Surplus Land Act under the grandfather exemption, and on December 15 HCD confirmed we are exempt. Any alternative non-grandfathered project would need to be submitted through the HCD list of affordable housing developers and the City would have to consider any and all proposals sub mitted. Any such developer if selected would have to become familiar with all of the sites’ challenging issues, including the soil remediation, the abandoned warehouse and wharf, the seashore rise protection, the limited site access and roadway issues.
These issues have bedeviled the development of the current project, initially proposed in 2014 and in the intervening 8 years evolved from a midrise 316 -unit project to a less dense 184-unit project, and now may further evolve by eliminating the wharf, sheddi ng more units, and adding parking. The basic issue then is if this project is good enough with a developer sensitive to the community, or is the community better off rejecting the project or rejecting the project and testing an alternative affordable hous ing product? If this is rejected how long until another option crystalizes, and what will the state and local legal framework look like then?
February 7, 2023
The basic reason that we are here tonight is that the project as it sat in November had been to the DRB and Plann ing Commission to mixed reviews, had a limited SLA grandfather window where it could be sold. As the Entitlements were not granted, it was unclear what could be built, so the original deal could not close. The question was how could a revised deal be formu lated in a 6 -week period to close by December 30? The City and Developer undertook that mission —outlining basic deal points on November
22. There would be a closing, but the purchase price could not be fully paid by December 30 because the Developer did not have the Entitlements and besides, we now wanted to eliminate the Wharf. So the transaction was set so that a minimum deposit was initially paid but as the Developer moved forward to receive the Entitlements, Notes for payment of the purchase price would be paid off—when entitlements were approved, when permits were issued, and even when the project was complete. In fact, up to $5M more in purchase price for a total of $15M was payable. This relation of purchase price payment to entitlement worked for both parties—and also would provide the extra time to go to the approving bodies and allow the evolution of the site plan and design to conform to community desires.
However, the Brickyard Community with good reason was concerned that the City has not had enough transparency and has not listened to the Brickyard Cove Community. Accordingly, litigation threats were made about not complying with the Brown Act and not having the agreement finalized. To resolve these issues, the City and Developer put into the agreement a provision allowing the City to walk away from the deal within 75 days of the Closing. Accordingly, the purpose of this second hearing is to remedy the lack of transparency of the November 22 meeting. As a result of tonight’s hearing the Council can affirm the deal, rescind it, or modify it. While a public hearing is not required, we are conducting it as a hearing and have given notice to all the Brickyard HOAs. We are providing you with the ALDA and with this very in-depth staff report.
As detailed below, during the month of December we had numerous meetings with the BCARD citizen group and with other citizens concerning all the issues raised at the hearings in November and December. An exhibit to the ALDA was developed, C-2 and is extensively discussed in this Staff Report (See Attachment 2 ). Probably the most important provisions impact the Brickyard Cove Road. This originally was a dead -end connection from Ferry Tunnel, and it was intended that when it was connected, the City would take it over. However, the roadway was not taken by the City and is now many decades old, was built on a military roadbed and does not meet City standards. Moreover, the truck traffic which it will experience as a part of constructing the developments will degrade it further. In honoring its long-term commitment, the City must act in a financially prudent manner. The future developers represent a funding source for paying for the necessary upgrades, including obligations to construct adjacent roadway, to pay development impact fees, to repair damaged road surfaces, and to pay a fair share of any necessary reconstruction. This makes it possible for the City to follow through on the commitment to accept the dedication of the roadway, as well as agree to actually perform the reconstruction within 5 years if for any reason the developers do not proceed with their projects after they receive their Entitlements.
February 7, 2023
There are many other commitments made in Exhibit C -2 negotiated by the Citizens Group, but it seems that this commitment in particular would fix a problem that has faced the Brickyard Cove Community for decades. Often it is not that clear what benefit surrounding communities get from development, but here with the remediation of the property through to develo pment, eliminating the blighting effect of the abandoned warehouse, getting a bayside park and the Bayside Trail connection, along with resolution of the longstanding disagreement over the improvement and acceptance of the Brickyard Cove Roadway, the benefits to the Brickyard Cove Community seem clear. Nevertheless, through this public process, the Community will get the opportunity to weigh in on this question, and ask the Council to affirm the ALDA, or modify it, or to reject it. In that case we go back to the status of the property which existed as of November 22, 2022 and subject to the Surplus Land Act.
BACKGROUND OF ORIGINAL LDA
Terminal One Development, LLC (“Developer”) and City were parties to that certain Land Disposition Agreement dated August 6, 2014 (“Original LDA”) concerning the disposition of the project site located at 1500 Dornan Drive (“ Site” and/or “Property”). The Original LDA provided that the City would sell to Developer approximately 11.9 acres of the overall
13.8-acre site for cons truction of a medium density residential project and retain ownership of the remaining 1.9-acre portion for development of a public park.
Until the early 1990s, the project site had been a port terminal, used by the Port of Richmond for shipping, transpo rt, and related industrial activities. Most buildings and structures have been demolished and removed from the site, except for an approximately 94,000 square -foot former port operations warehouse (Terminal One Warehouse) building that is partially support ed by the existing pier along the southern portion of the site, and some building foundations, railroad tracks, and other concrete surfaces. From the previous industrial activity on the Site, there is contamination which any future developer must remediate pursuant to a Remedial Action Plan that was originally approved by the State Water Board in 2004, was revised in 2018 to reflect the design of the original mid -rise 316 -unit project, and will be further supplemented to reflect the design of the currently proposed low-rise single-family project.
In early 2022, Developer proposed revisions to the Terminal 1 Residential Project that was originally approved by City Council in July 2016 which included 323 units consisting of condominiums and townhomes, associa ted common areas, and site amenities on approximately 13.8 acres at the Property (“ Original Project ”). According to the Developer, the Original Project became financially infeasible and Developer requested that the LDA be revised to provide for a revised p roject (“Revised Project”). Land Econ Group (“ LEG”) was retained by the City to analyze the Developer’s proposals, as discussed below.
The extraordinary costs the capital project faced by Developer included the following:
Remediation of the hazardous seismic and environmental conditions at the site – The seismic cost was estimated at $5M, remediation at $3M, demolition of
February 7, 2023
warehouse (90,000 sq. ft.) at $1.5M, and mitigation of unengineered fill at $1M for a total of $10.5M.
Structural retrofit of the wharf to address hazardous seismic conditions – Developer estimated the cost at $3.5M plus $1.5M for mitigation to address sea level rise
Waterfront park development - Developer estimated cost at $5M Shoreline Drive retention – Project was to incorporate but Developer offered an alternative which increased park acreage and removed the Shoreline Drive extension
Community Benefits Contribution – Developer committed to contribute $500,000 and has already distributed $135,000
These costs totaled some $21M. The Developer’s contention was that these costs, in addition to the development costs related to parking podiums for the midrise buildings, in current market conditions, made the Original Project infeasible and they proposed the new Revised Project with 2-3 story buildings.
LAND ECON GROUP ANALYSIS
The City commissioned an independent economic analysis of the feasibility of the Original Project compared with the Revised Project from Land Econ Group (“ LEG”) which concurred with the Developer’s feasibility assessment. 1 LEG found that the high construction cost of parking podiums and midrise buildings with elevators push the cost well beyond the projected selling prices. LEG, therefore, deemed the Original Project unfeasible and likely unfeasible for years to come. LEG determined that the Developer’s proposed Revised Project would be marginally feasible, in that it would be able to carry its agreed to land cost and likely its site work for seismic stability, remediation and clean up. Staff, with the assistance of LEG and Developer engaged in ongoing discussions regarding the Revised Project scope for the Property that would be economically feasible.
The Revised Project, currently known as the Latitude Residential Subdivision (“ Revised Project” or “Project”), includes 154 detached single-family houses and duplexes with 30 Junior Accessory Dwelling Units (“ JADU”) incorporated into some of the single -family homes. The Council directed staff to orient the property sale negotiations towar d the Revised Project, but little progress was made for many months.
The Original LDA provided for the terms of the sale of the Property to Developer but (i) did not approve the project entitlements which remained subject to the City’s land use approval pr ocess; and (ii) described the Original Project and the public and private infrastructure improvements contemplated which were subject to the City’s land use process including the Design Review Board, Planning Commission and City Council, and would include the CEQA process. The LDA specifically stated, “Developer shall be solely responsible for processing and securing all of the Entitlements required to develop the
1 The Developer originally refused to provide its proforma analysis directly to City due to the possibility of disclosure through the Public Records Act. Agreement was reached to disclose it to third party LEG. Due to continued public demand, the City Attorney reached an agreement with Developer as a part of closing escrow and it has been provided to various citizen requesters.
February 7, 2023
Project and construct the Offsite Improvements . . . Nothing shall be deemed to require City to grant any Local Approvals or otherwise to exercise its discretionary authority in any particular manner.” (4.1.3/4.1.5). The Original LDA also specifically conditioned Developer’s obligations to close the transaction upon Developer obtaining acceptable entitlements (“Entitlement Condition”).
SURPLUS LAND ACT.
Since the Original LDA was executed, the State of California materially amended the Surplus Land Act (“ SLA”) requiring an extensive new process for the sale of all real property owned by any governmental agency to make any such real property available for acquisition by affordable housing developers (“SLA Process”). However, the revised SLA included a “grandfather” exemption for any sales agreements entered into prior to the SLA amendment (201 9) BUT requiring that any such existing agreements be consummated by December 31, 2022.
The new SLA process allows developers wanting to build affordable housing to apply and be registered on a state list. There are over 500 developers now on the list. Any agency having surplus property must submit the property to the state to be circulated to the registered developers and must concurrently negotiate transactions with all those developers who indicate interest, though it is the agency’s choice who they sell to.
Accordingly if the transaction with Developer was not consummated by December 31, 2022, the City would have to comply with the SLA Process which could result in a new project with a new developer which would not have the extensive history with the Property including the extensive environmental conditions, seashore protection, rehabilitation of the historic wharf, land remediation, and so forth and which might not have the capacity to deal with the added costs of development created by these conditions especially for an affordable housing project. Staff was concerned that if required to comply with the SLA Process with a new developer and a new project, the result could leave the Site vacant and undeveloped for another decade.
NOVEMBER 22 COUNCIL RESOLUTION/APPROVAL
At a closed session on November 15, the Council was given the choice of authorizing a bold effort to resolve the outstanding issues with Developer or opting to process the Property under the SLA. The Council’s negotiating points were presented to and accepted by the Developer. Staff had less than a week to prepare a staff report and resolutions for the November 22 Council meeting. This was because HCD required a 30 -day notice of any transaction closing under the Grandfather Exemption (i.e ., by December 30). The actions on November 22 included:
Surplus Land Resolution. The City Council adopted Resolution 168-22 declaring the Property as surplus land subject to the provisions of the SLA but subject to the Original LDA and therefore exempt from the new SLA requirements provided the Property was transferred prior to Decembe r 31, 2023. Notice was to be given to HCD 30 days in advance of the closing.
February 7, 2023
Deal Terms to LDA Amendment. At the November 22, 2022 City Council meeting, the City Council authorized the City Manager and City Attorney to negotiate an amendment to the LDA upon the following material deal points (“Approved Terms”):
Developer must waive the Entitlement Condition.
Purchase Price for the Site to be revised and paid as follows:
Original Purchase Price: The $10M purchase price (“ Original Purchase Price”) to be paid (i) the Original Deposit ($500K) to be nonrefundable; (ii) $500K paid at closing (“ Closing Deposit”); (iii) $2M paid when entitlements granted, and all appeal periods have expired without challenge; (iv) $2M paid when 1st building permits granted; and (v) $5M paid earlier to occur of 50th building permit or December 15, 2024.
Additional Purchase Price: As additional consideration for the deferral of payment of Original Purchase Price, Developer would pay additional compensation to the City, payable upon sale of the last unit, the lesser of $5M or 15% of gross unit sales revenue over $182M (“ Additional Purchase Price ”). [i.e., total purchase price could be as much as $15M]
Developer shall enter the Project Labor Agreement and the local hiring requirement remains.
Project shall construct all specified improvements with no impact fees contributed from other projects.
Required to close on or before December 31, 2022.
Right of reverter if nonperformance in normal RDA form.
Developer to provide Project Description and Schedule of Performance immediately.
Developer to contribute fair share for street maintenance caused by project development.
Parties will develop mechanism for maintenance of infrastructure.
Any legal challenge Developer pays the costs of defense.
All terms of the public infrastructure and the community benefit shall remain the same.
City’s requirements for inclusionary housing remain applicable.
Developer to commit to pay its fair share of the cost to improve the private road owned by the Brickyard Cove community with the
contemplation that roadway would ultimately be dedicated to the City as a public road.
February 7, 2023
Developer to commit to contribute $500,000 to the City’s Community Benefits Fund ($135,000 already paid).
COUNCIL HEARINGS / ACTIONS
At the November 22 Council meeting, over 20 residents spoke against the Project, raising issues such as lack of disclosure of documents such as developer proforma and resolution of approval, density and layout of units, design issues, truck traffic, CE QA issues, access and safety, site remediation and other issues. On December 6 Project Entitlement recommendations were referred to the City Council from the Planning Commission recommending denial. Many objections were the same as on November 22.
The City Council on December 6 referred the Project Entitlements back to the Planning Commission and Design Review Board. However, in light of the one -time chance to proceed with the Project, the City Council, by a 6-1 vote with the then Mayor voting in the negative adopted Resolution 168 -22 directing the City Attorney and City Manager to proceed and finalize the ALDA pursuant to the terms above.
EXECUTED LAND DISPOSITION AMENDMENT AND CLOSING.
Surplus Land Act. In a letter dated December 15, 2022, HCD confirmed that the sale of the Property to Developer pursuant to the LDA as amended would be exempt provided the closing occurred on or before December 31, 2022.
A copy of the HCD letter is attached as Attachment 4. This letter turned out to be critical to obtaining title insurance and closing.
Executed LDA Amendment.
Negotiations. The City Attorney’s office prepared the initial draft of the First Amendment to Land Disposition Agreement (including the
attachments thereto) (“ALDA”) and submitted it to the Developer and Developer’s legal counsel on December 1, 2022. The parties extensively and continuously negotiated the ALDA until December 29th when it was executed and submitted to escrow to consummate the Closing. The ALDA is attached as Attachment 6).
Citizen Negotiations . Concurrently, the City Attorney began a dialogue with a rotating group of about six persons culminating in an Exhibit to the ALDA, Exhibit C-2. This is separately attached as Attachment
2. This document was also negotiated with Devel oper and went through 12 versions, more than any other part of the ALDA.
Closing. The transaction was closed, and title transferred to Developer on December 30, 2022 (“Closing”). The LDA Amendment complied with the Approved Terms with certain modifications and additional provisions.
Execution Dispute. The original intent was for the City Manager to execute the ALDA as the November 22 Resolution provides, but due to the holidays, she was unavailable and the Mayor also emailed he was
February 7, 2023
on vacation, including a photo of a snow-covered house in his email and on social media indicating he was in the Sierras (see Attachment 5). On December 29, we learned the documents had to be delivered to the title company in the afternoon due to their early holiday closure. We then arranged execution by Vice Mayor and City Clerk.
The documents were executed at approximate 1:30 p.m. When Council was informed that evening, the Mayor responded saying he should have signed. The City Attorney contacted the Mayor and gave him two opportunities to re-sign the documents witnessed by the City Clerk for Friday afternoon, December 30 th and Saturday morning, December 31st. He declined the first appointment and did not show for the second appointment. He has now sued the City to invalidate the transaction due to execution by the Vice Mayor.
Grant Deed. The grant deed conveyed the Property to Developer subject to the terms of the LDA as amended.
Remaining Title Issues and Right to Rescind. Developer raised a number of issues regarding title issues. The City Attorney’s office resolved the majority of the most serious title issues although the Developer did continue to express issues with certain remaining title exceptions including, but not limited to, two (2) PG&E easements which were not r emoved prior to the Closing (“ Remaining Title Issues”). Developer was reluctant to close with resolution of the Remaining Title Issues. A compromise was reached where the LDA Section D(b)(ii) (amending LDA Section 3.3.1) provides that if the Remaining Title Issues are not resolved within 60 days after Closing, Developer has the option exercisable for up to 75 days after Closing, to deed the Property back to City subject to standard real estate requirements such as title insurance.
Purchase Price. The Purchase Price (the Original Purchase Price ($10M) and the Additional Purchase Price (contingent on sales up to $5M) was paid as follows:
Original Deposit: $500,000 was previously paid to City in 2014 and credited to the Original Purchase Price at Closing.
Additional Deposit: An additional $500,000 was paid to City through escrow at Closing (less $3,750 escrow fees).
First Note Secured by Trust Deed: Developer executed a purchase money note in the amount of $4,250,000* which bears interest at 4% per annum and provides for principal payments (a) $2,250,000 payable upon issuance of Entitlements and
expiration of the all appeal periods; and (b) $2,000,000 payable on first to occur of (i) issuance of first residential building permit; and (ii) December 15, 2028 (which is the outside date no matter what happens with building permits).
The note is secured by a deed of trust against the Property in
February 7, 2023
first lien po sition insured by a loan title insurance policy.
There are no provisions for subordination.
* $250,000 represents amount of city transfer taxes which amount was disputed by Developer as to the calculation methodology. See discussion below regarding City Transfer Taxes.
Second Note Secured by Trust Deed: Developer executed a purchase money note in the amount of $5,000,000 which
bears interest at 4% per annum and provides for entire
principal payable on first to occur of (i) issuance of the 50 th residential building permit; and (ii) December 15, 2028 (which is the outside date no matter what happens with building permits). The note is secured by a deed of trust against the Property in second lien position which is insured by a loan title insurance policy. The trust deed contains (a) provision for the subordination of this trust deed to a construction loan under certain conditions; and (ii) partial release provisions to release the trust deed upon sale of homes but requires a partial principal payment of $100,000 for each home.
Shared Appreciation Note Secured by Trust Deed: Developer executed a purchase money note in the maximum amount of $5,000,000. The actual principal amount is to be the lesser of $5M or the amount of 15% of the difference bet ween the actual Residential Unit sales prices and the sales prices of the Residential Units as projected by Developer prior to the commencement of construction as reported to City and
approved by LEG as reasonable. Developer is to provide City with a month ly accounting report upon commencement of
sales of the Residential Units and City has the right to audit.
The note is secured by a deed of trust against the Property in third lien position which is insured by a loan title insurance policy. The trust deed c ontains (a) provision for the
subordination of this note to a construction loan under certain conditions; and (ii) partial release provisions to release the trust deed which provides that 15% of the actual sales price is to be deposited into escrow account until the final accounting.
Miscellaneous: All the Notes and Trust Deeds are cross -defaulted.
In addition, any default under the LDA as amended and the Grant Deed are defaults under the Notes and Trust Deeds.
City Transfer Taxes. Developer requested that the City transfer taxes be deferred and included in the First Note. Escrow calculated the transfer taxes on the $10M calculated at the single category of sales prices up to $10M which would be $25 per $1,000 with a total $250,000. Developer argued tha t the tax should be calculated at a graduated scale under the ordinance with a total amount due of $207,000. The First Note includes the additional amount of $250,000
February 7, 2023
which is to be adjusted by endorsement on the Note upon final determination of the amoun t due. Scope of Development & New Site Plan. A revised scope of development is attached to the ALDA as Exhibit C. The revised Site Plan is attached to the ALDA as Exhibit B.
Developer - Entitlements & Construction Obligations. Developer is obligated to expeditiously apply for and shall exercise commercially diligent efforts to obtain all entitlements in accordance with the Schedule of Performance (attached as Exhibit C -1). Developer has 24 months to obtain the entitlements and the right to extend same for 12 additional months (“ Outside Entitlement Period ”). Upon commencement of construction, Developer shall diligently prosecute same and not cease construction for any period of 180 days except for force majeure events.
City’s Discretionary Right of Rever ter (75 days). City has the sole discretion to exercise a right of reverter if the City Council public reviews the ALDA within 75 days of Closing which thereafter disapproves same and thereafter elects to exercise this right of reverter within 135 days of the Closing (Section 6.1.9.2).
Developer’s Right to Deed Property Back to City. If Developer is not able to obtain all Entitlements by the Outside Entitlement Date despite its good faith diligent efforts, then for a period of 60 days after the Outside Ent itlement Date, Developer may elect to deed the Property back to City pursuant to standard real estate procedures including title insurance.
City’s Conditional Right of Reverter (To Reacquire Property). City shall have the right to require the Site to be conveyed back to the City and City to repay the Purchase Price to the extent actually paid by Developer upon the occurrence of a Triggering Event which are defined as:
Developer fails to obtain Entitlements by Entitlement Outside Date.
Developer fails t o commence construction pursuant to Schedule of Performance.
Developer ceases construction for more than 180 days.
The First and Second Note become due and payable.
If City reacquires the Property, it shall be sold and proceeds shall be paid first to City to reimburse its costs, then Developer to reimburse its costs incurred with respect to the Property and any remainder amount retained by City.
Attorney Fees Reimbursement. Developer agreed to reimburse the City Attorney fees up to $85,000 to be paid by January 31, 2023.
February 7, 2023
$44,462.15 was receive at Closing and the balance is due by month end.
BRICKYARD COMMUNITY - BCARD/CITIZEN NEGOTIATIONS.
As previously stated, following hearings at the DRB and Planning Commission, and Council hearings on November 22 when the Council directed staff to proceed to finalize the ALDA, and on December 6 when the Planning Commission recommendation of denial of the Revised Project came to the City Council and was then referred back to the DRB and Planning Commission; the Council heard extensive testimony concerning community concerns with the Project. These objections were varied and included the failure to make documents like the project proforma and November 22 Resolution available; the density and lack of desig n creativity of the Project; lack of parking; the wharf; possibility of homeowners paying for infrastructure; the grading, fill, and truck trips; degradation of the BYC Road by the trucks; City take -over of the road; lack of access and emergency access; need to remediate the property; and similar issues.
Wanting to address insofar as possible these issues in the Amended LDA, the City Attorney reached out to various citizens who had voiced these objections by letter and at the hearing with several of them fr om the BCARD group (“ Citizen Group”). Therefore, concurrently with the Developer negotiations on the ALDA, an exhibit to the ALDA was drafted as Exhibit C -2 which is attached here as Attachment 2. These zoom meetings started on December 15 and continued to the day before closing on Dec ember 28, and this Exhibit actually went through 12 versions and was the most extensively rewritten part of the agreement.
Summarizing major points of Exhibit C-2:
BYC Road Design Standards. These were described in the Exhibit. A resident Coordinating Committee will be established to review roadway issues. The City Engineer will study the current roadway condition and by May of 2023 develop a Report for the future roadway reconstruction and improvement. This will also look at the phasing of future development, the survivability of the current improvements during development, and the best strategy for installing improvements so they are not damaged by future development.
Funding of Roadway Improvements . Funding is preli minarily estimated at $600,000 and up. Citizen Group suggested their maximum contribution to be $250,000 and that cap is in the Exhibit. Funding would also come from Developers paying for (i) 100% of the cost for the portion of the roadway in front of th eir project; (ii) pay all traffic impact fees; (iii) repair any improvements damaged by construction activity; and (iv) participate in an integrated program for the whole roadway based on fair share principles (this based on questions of the integrity of t he base roadway and the degradation which might arise from the development leading to a need for major reconstruction).
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City Roadway Commitments. City agrees that after Terminal 1 gets Entitlements, City will accept dedication of the roadway; City will pay for all costs not met by the HOAs and developers; and further agrees that if the Developer does not perform the improvement work within 5 years, City will make the improvements itself. The reason for this structure is that the new development projects w ill provide much of the needed funding, and it is desirable to get the projects to go first so that subsequent construction does not degrade the new improvements (including PG&E site), but the City provides backstop assurances so that the community can finally realize the transition of the roadway to City ownership.
Maintenance Expense. HOAs are responsible for maintenance of land -scaping adjacent to their projects but specifically excluded from any tax or assessment to pay for construction or maintenance of any park, wharf, Terminal I landscaping or lighting, or any Bay Trail section along the Terminal 1 Project.
Emergency Access Plan. Shall be developed as a condition of approval of the Project and included in the Mitigation Measures. City shall be involved and provide a long-range focus for the benefit of the BYC Communities.
Traffic Management Plan. Plan will be developed for all construction activity including dust control measures and including a complaint hotline. Overnight parking on BYC Road will not be permitted.
Rentals. No short -term rentals and limited long -term rentals to 25% of Project through CC&Rs.
Remediation. Developer is funding up to $50,000 for an independent consultant retained by BCARD to comment on the carrying out of the remediation activity during project construction.
Environmental Review . Project will go through legally required environmental review including reviewing cumulative impacts as a part of the Entitlement Process.
Yacht Club Retaining Wall. Developer will work with Yacht Club on the design, location and aesthetic of the retaining wall and fence along the common property lines, with the costs paid for by Developer.
Housing Siting. Agreements are reached to make the 3rd floors of the central units smaller and to generally put 2-story units on the perimeter with the Yacht Club, though there continued to be disagreements on a small number of units as to whether they be 2 or 3 stories. However, there was agreement that it is preferable to eliminate the wharf, reducing costs, and thereby allowing more units to be eliminated and parking areas to be increased. Developer still needs to determine what the process will be to eliminate the wharf, and the resulting cost savings, and has 60 days to
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assess the Alternate Project through the US Army Corp of Engineers. Developer also agreed to meet with a 3 -architect group selected by BCARD before meeting with DRB to see if the design features of the Project can be improved.
This is a reduced synopsis of the seven pages of conditions in Exhibit C-2. With only a couple exceptions, most of the requests of the Citizen Group were accommodated by the Developer. Of course, the Revised Project still needs to go through the full entitlement process and environmental, mitigations, and conditions will be added at those stages. Moreover, the elimination of the Wharf will have significant impacts on the rest of the Project, particularly in opening up the design and allowing more parking —both things the community was seeking.
Although much work remains, during the month of December through a collaboration of the Citizens Group and Developer, much progress was made, and more can be done.
LITIGATION THREATS.
Currently, there are three known litigation threats, one filed and two threatened. The one which has been filed is Butt v. City of Richmond, et al. This is a claim by Daniel Butt on behalf of former Mayor Tom Butt that the ALDA executed by Vice Mayor Eduardo Martinez should have been executed by the then Mayor (letter dated January 4). The second two claims are claims of Brown Act Violations by Brian Lewis, et al., (letter dated December 22)2 and Daniel Butt on behalf of Former Mayor Tom Butt (letter dated January 3) that the City’s actions approving the ALDA on November 22 violated the Brown Act.
With respect to the Butt claim that it was he who should have signed the agreement, it is true that under Article III -A, Sec. 2 (f) of the Charter, the Mayor signs all contracts on behalf of the City which are acted upon and approved by the City Council unless otherwise delegated by the City Council to a City official or employee. The Vice Mayor signs in the absence or disability of the Mayor. As related earlier, we learned on the morning of December 29 that to close on Friday, December 30, the documents actually had to be to title and escrow by 3 pm on Thursday December 29. Previously, we received an email from the Mayor stating he was on vacation and including a picture of a house in snow country—see Attachment 5. Accordingly, we quickly arranged for a s igning in City Hall at 1 pm by the Vice Mayor and witnessed by the City Clerk, and immediately after their signing, the documents were picked up and messengered to escrow. In the evening the Mayor objected to the execution as he was “available” though he didn’t say where he was and from social media it appears he was vacationing with family in the Sierras. We then tried to arrange for two opportunities for him to re-execute the documents - one on Friday afternoon, and the second on Saturday at 10 AM on De cember 31. For both occasions we arranged for the City Clerk to be available for the signing, documents were ready, and she was there with the Assistant City Manager on both occasions. However, the Mayor did not show and gave us no reason why, but it appears he was hundreds of miles away
2 In fact, a tolling agreement has been approved with the Lewis gro up so that their 30 -day period will run past January 22 and will extend past February 7.
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in the Sierras even though he still pushed us to set up these execution events. Given the weather conditions that existed on those days, the Mayor did more than inconvenience the staff who served his whim. He has now su ed the City. Although we think the lawsuit is fully defensible, we might also re-execute a “Restated ALDA” by the Mayor who signed as the Vice Mayor previously, fully mooting the action.
With respect to the two Brown Act lawsuits, it is not the intent here to discuss the merits of these claims, but the City contends that the Brown Act was complied with. In the case of a Brown Act claim, under Government Code Section 54960, a claimant has to make their claim within 30 days of the event, and the City then has 30 days to correct the alleged violations before a judicial action can be commenced. 3 While we did not believe there had been a Brown Act violation, we certainly agreed that the hurried adoption of the November 22 resolution, without the public having the actual Amended LDA in front of them, did not provide the level of transparency that the City favors. We did two things to address this, first to start the Citizen Group collaboration, and secondly we decided to build into the Amended LDA an exit clau se. The idea was that we’d essentially redo the hearing held on November 22 with the full documents available to the public, and with the provisions intended to address all the objections raised on November 22 and December
6. This meets the corrective remedies provided in the Brown Act.
The intent of the hearing tonight is to address all the Brown Act concerns that were raised those nights and are raised in the Brown Act objection letters. The hearing now sets forth all the information along with a fully negotiated document which has the benefit of addressing all the objections originally made to the agreement. We think by these creative provisions the community will get to dig into this agreement in detail based on the substance of the deal, not any techn ical procedural questions which might have arisen from trying to get the transaction done without the State’s arbitrary deadlines.
It is our hope that this approach will resolve the Brown Act litigation threats. When people talk about how difficult it is to get things done in Richmond, this is an illustration of the environment in which too frequently we operate.
CONCLUSION
The prior section shows the lengths we go to try and reduce the litigation load in a community who has spent $23M in litigation in the last five years. This is in reality a distraction from the real issue. In the month of December, we brought this agreement to a stage where the City has the option of proceeding with this Project instead of proceeding by the Surplus Land Act. Moreover, in that month we served as a mediator between the Developer and community so we could narrow the differences. We turn back to the first
3 As an example, the Lewis claim objects that the November 22 agenda did not fully describe the action, the Resolution and Project Proforma were not available, there was not adequate “reporting out” from closed session, and that keeping the Proforma confidential violated the “spirit” of the Brown Act. While there are valid arguments against each of these positions, the City’s intent has been to make this meeting perfect ly transparent and Brown Act compliant.
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question, have we refined the Agreement to the extent that the community believes this is a superior option to starting over with the SLA Process? DOCUMENTS ATTACHED:
Attachment 1 - Proposed Resolution
Attachment 2 - Exhibit C-2
Attachment 3 - Resolution 168-22 (November 22, 2022)
Attachment 4 - HCD Approval Letter
Attachment 5 - Mayor’s email
Attachment 6 – First Amendment to Land Disposition Agreement (ALDA)
Reso. No. ___-23
RESOLUTION NO. ___-23
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,
CALIFORNIA REVIEWING, APPROVING, AFFIRMING AND
VALIDATING THE FIRST AMENDMENT TO THE LAND DISPOSITION
AGREEMENT DATED DECEMBER 29, 2022 (ALDA) REGARDING THE REAL PROPERTY ON DORMAN DRIVE (APN 560-420-006, 560-420-007 AND 560-420-010) AND ELECTING TO UNCONDITIONALLY WAIVE THE CITY’S RIGHT OF REVERTER UNDER SECTION 6.1.9.2 OF THE ALDA.
[ALTERNATE: ELECTING TO EXERCISE ITS RIGHT OF REVERTER UNDER SECTION 6.1.9.2 OF THE ALDA]
WHEREAS, on Au gust 6, 2014 the City of Richmond ( “City”) and Terminal One Development LLC, a Delaware limited liability company (“Developer”) executed that Terminal One Land Disposition A greement (“Original LDA ”) for the transfer to and develop ment by , Developer of that vacant real property described as the approximately 13.88 acres of dry land and approximately .71 acr es of submerged la nd located at 1500 Doman drive (APN 560 -420- 006, 560-420-007 and APN 560-420-010) (“Property”).
WHEREAS, in 2022 Developer proposed revisions to the Terminal One project that was originally approved by City Council i n July 2016 (“Original Project”). The Original Project included 323 condominium units (subsequently reduced by Developer and City to 316 units) consisting of 302 multi-family flats and 21 single -family residences, associated common areas, and site amenitie s. In addition, the Original Project included a pu blic waterfront park which incorporated reuse of the existing wharf as a public park facility, a shoreline extension of the San Francisco Bay Trail, an e xtension of Dornan Drive to provide vehicular access t o the waterfront park and shoreline, a central pedestrian promen ade, and an entry plaza with a small visitor - serving retail node.
WHEREAS, the Original Proj ect became financi ally infeasible due to a combination of economic factors including:
1. Approximately $21 Million in extraordinary costs to mitiga te hazardous conditions and otherwise prepare the Site for redevelopment and to construct the public park and public access improvements, including the costs associated with:
a) seismically stabilizing the site,
b) completing the clean-up of soil and groundwater contamination, c) structurally retrofitting the wharf,
d) addressing flood risk associated with sea level rise, e) engineering the unengineered artificial fill covering the entire site, f) demolishing the lead paint contaminated warehouse, and g) constructing the public waterfront park and public access improvements; and
2. The challenges posed by:
a) multi-family condominium constr uction costs that in recent years have been increasing at a much faster rate than the value s of multi -family condominiums,
b) a real estat e market where new home prices in Richmond are significantly below Bay Area averages while new home construction costs are at the same high level throughout the Bay Area, and c) a COVID-19 pandemi c that has adversely impacted demand for multi - family condominiums while, at the same time, driving further increases in construction costs.
WHEREAS, in 20 22, Developer s ubmitted a proposed re vised Project consists of 154 units of single -family housing, 30 units o f junior accessory dwelling units, which project will comply with the City’s inclusionary ho using ordinance (“Revised Project”) and where the City would retain the portion of the Origin al P roperty to be deve loped a s a park (“Revised Property”).
WHEREAS, The City’s economic consultant, Land Econ Group (“ LEG”) reviewed the economic f easibility of the Original Pro ject and the Revised Project and conclu ded that the Original Project was not economically feasible, and the Revised Project was feasible.
ATTACHMENT 1
Reso. No. ___-23
WHEREAS, at the November 22, 2022 City Council meeting, the City Council declared the Property as excess surplus land under the Surplus Land Act (“SLA”) which would be exempt under the SLA as a pre -existing agreement provided that the closing occurred on or before December 31, 2022. This exemption was confirmed by the California Depar tment of Housing and Community Development by a letter dated December 15, 2022.
WHEREAS, at th e November 22, 2022 City Co uncil meeting, the City Council also authorized the City Manager and City Attorney to negotiate an amendme nt to the LDA upon the following material deal points (“Approved Terms”):
(a) Developer must waive the Entitlement Conditions.
(b) Purchase Price for the Site to be revised and paid as follows:
(i) Original Purchase Price : The $10M purchase price (“Original Purchase Price”) to be paid (i) the Original Deposit ($500K) to be nonrefundable; (ii) $500K paid at closing (“Closing Deposit ”); (iii) $2M paid when entitle ments granted, and all appeal periods have expired without challenge ; (iv) $2M paid when 1 st building permits granted; and (v) $5M paid earlier to occur of 50 th building permit or December 15, 2024.
(ii) Additional Purchase Price: As additional consideration for the deferral of payment of Original Purchase Price, Developer would pay additional compensation to th e City, p ayable upon sale of the last unit, the lesser of $5M or 15% of gross unit sales reve nue over $182M (“Additional Purchase Price ”). [i.e., total purchase price could be as much as $15M]
(c) Required to close on or before December 31, 2022.
(d) Right of reverter if nonperformance in normal RDA form. (e) Developer to contribute fair share for street maintenance caused by project development.
(f) Any legal challenge Developer pays the costs of defense. (g) All other terms of the Original Land Disposition Agreement shall remain the same except as set forth in Resolution 168-22 and the ALDA.
WHEREAS, At the November 22 Council meeting, over 20 residents spoke against the Revised Project, raising issues such as lack of disclosure of documents such as developer proforma and resolution of approval, density and layout of units, design issues, truck traffic, CEQA issues, access and safety, site remediation and other issues. On December 6, project entitlement recommendations were referred to the City Council from the Planning Commission recommending denial. Many objections were the same as on November 22. The City Council on December 6 referred the project entitlements back to the Planning Commission and Design Review Board. However, in light of the one-time chance to proceed with the Revised Project, the City Council, by a 6-1 vote (with the Mayor in the negative) adopted Resolution 168-22 directing the City Attorney and City Manager to proceed and finalize the ALDA pursuant to the terms above.
WHEREAS, In accor dance with the Approved Terms , and with extensive negotiations with citizens to incorporate Exh ibit C-2 in the ALDA, the City and Developer enter ed into that certain First Amendment to L and Disposition Agreement dated and executed on December 29, 2022 (“ALDA”) and the Revised Property was transferred to the Developer in accordance with the ALDA on December 30, 2022 and meeting the HCD deadline of December 31, 2002.
WHEREAS, the following is a summary of the ALDA deal terms:
(a) Negotiations. The City Attorney’s office prepared the initial draft of the ALDA ( including the attachments thereto) and submitted it to the Developer and Developer’s legal counsel on December 1, 2022. The parties extensively and continuously negotiated the ALDA until December 29th when it was executed and submitted to escrow to consummate the Closing. The ALDA is attached as Attachment 5).
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(b) Citizen Negotiations . Conc urrently, the City Attorney began a dialogue with a rotating group of about si x persons culminating in Exhibit C-1 to the ALDA. This document was also negotiated with Developer and went through 12 versions, more than any other part of the ALDA. (c) Closing. The transaction was closed, and title transferred to Developer on December 30, 2022 (“Closing”). The ALDA complied with the Approved Terms with certain modifications and additional provisions. (d) Grant Deed. The grant deed conveyed the Property to Developer subject to the terms of the ALDA.
(e) Remaining Title Issues and Right to Rescind . Developer raised a number of issues regarding title issues. The City Attorney’s office resolved the majority of the most serious title issues although the Developer did contin ue to express issues with certain remaining title exceptions including, but not limited to, two (2) PG&E easements which were not removed prior to the Closing (“ Remaining Title Issues ”).
Developer was reluctant to close with resolution of the Remaining Ti tle Issues. A compromise was rea ched where the L DA Section D(b)(ii) (amending LDA Section 3.3.1) provides that if the Remaining Title Issues are not resolved within 60 days after Closing, Developer has the option exercisable for up to 75 days after Closing , to deed the Property back to City subject to standard real estate requirements such as title insurance. (f) Purchase Price. The Purchase Price (the Original Purchase Price ($10M) and the Additional Purchase Price (contingent on sales up to $5M ) was paid as follows:
(i) Original Deposit: $500,000 was previously paid to City in 2014 and credited to the Original Purchase Price at Closing. (ii) Additional Deposit: An additional $500,000 was paid to City through escrow at Closing (less $3,750 escrow fees).
(iii) First Note Secured by Trust Deed: Developer executed a purchase money note in the amount of $4, 250,000* which bears interest at 4% per annum and provides for principal payments (a) $2,250,000 payable upon issuance of Entitlements and expiration of the all appeal periods; and ( b) $2,000,000 payable on first to occur of (i) issuance of first residential building pe rmit; and (ii) December 15, 2028 (which is the outside date no matter what happens with building permits). The note is secured by a deed of trust against the Property in first lien position insured by a loan title insurance policy. There are no provisions for subordination.
* $250,000 represents amount of city transfer taxes which amount was disputed by Developer as to the calculation methodology. See dis cussion below regarding City Transfer Taxes.
(iv) Second Note Secured by Trust Deed: Developer executed a purchase money note in the amount of $5,000,000 which bears interest at 4% per annum and provides for entire principal payable on first to occur of (i) is suance of the 50 th residential building permit; and (ii) December 15, 2028 (which is the outside dat e no matter what happens with building permits). The note is secured by a deed of trust against the Property in second lien position which is insured by a loan title insurance policy. The trust deed contains (a) provision for the subordination of this trust deed to a construction loan under certain conditions ; and (ii) partial release provisions to release the trust deed upon sale of homes but requires a part ial principal payment of $100,000 for each home.
(v) Shared Appreciation Note Secured by Trust Deed: Developer executed a purchase money note in the maximum amount of $5,000,000. The actual principal amount is to be the lesser of $5M or the amount of 15% of the difference between the actual Residential Unit sales prices and the sales prices of the Resident ial Units as projected by Developer prior to the commencement of
Reso. No. ___-23
construction as reported to City and approved by ECON as reasonable. Developer is to provid e City with a monthly accounting report upon commencement of sales of the Residential Units and City has the right to audit. The note is secured by a deed of trust against the Property in third lien position which is insured by a loan title insurance polic y. The trust deed contains (a) provision for the subordination of this note to a construction loan under certain conditions; and (ii) partial release provisions to release the trust deed which provides that 15% of the actual sales price is to be deposited into escrow account until the final accounting.
(vi) Miscellaneous: All the Notes and Trust Deeds are cr oss-defaulted.
In addition, any default under the LDA as amended and the Grant Deed are defaults under the Notes and Trust Deeds.
(g) City Transfer Taxes. Developer requested that the City transfer taxes be deferred and included in the First Note. Escrow calculated the transfer taxes on the $10M calculated at the single category of sales prices up to $10M which would be $25 per $1,000 with a total $250,000. Developer argued that the tax should be calculated at a graduated scale under the ordinance with a total amount due of $207,000. The First Note includes the additional amount of $250,000 which is to be adjusted by endorsement on the Note upon final dete rmination of the amount due. Scope of Development & New Site Plan. A revised scope of develop ment is attached to the ALDA as Exhibit C. The revised Site Plan is attached to the ALDA as Exhibit B.
(h) Developer - Entitlements & Construction Obligations. Developer is obligated to exp editiously apply for and shall exercise commercially diligent efforts to obtain all entitlements in accordance with the Schedule of Performance (attached as Exhibit C-1). Developer has 24 months to obtain the entitlements and the r ight to extend same for 12 additional months (“ Outside Entitlement Period ”). Upon commencement of construction, Developer shall diligently prosecute same and not cease construction for any period of 180 days except for force majeure events. (i) City’s Discretionary Right of Reverter (75 days) . City has the sole discretion to exercise a right of reverter if the City Council public reviews the ALDA within 75 days of Closing which thereafter disapproves same and thereafter elects to exercise this right of revert er within 75 days of the Closing (Section 6.1.9.2).
(j) Developer’s Right to Deed Property Back to City. If Developer is not able to obtain all Entitlements by the Outside Entitlement Date despite its good faith diligent efforts, then for a period of 60 days aft er the Outside Entitlement Date, Developer may elect to deed the Property back to City pursuant to standard real estate procedures including title insurance. (k) City’s Conditional Right of Reverter (To Reacquire Property) . City shall have the right to requ ire the Site to be conveyed back to the City and City to repay the Purchase Price to the extent act ually paid by Developer upon the occurrence of a Triggering Event which are defined as:
(i) Developer fails to obtain Entitlements by Entitlement Outside Date.
(ii) Developer fails to commence construction pursuant to Schedule of Performance.
(iii) Developer ceases construction for more than 180 days. (iv) The First and Second Note become due and payable.
If City reacquires the Property, it shall be sold and proceeds shall be paid first to City to reimburse its costs, then Developer to reimburse its costs incurred with respect to the Property and any remainder amount retained by City.
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(l) Attorney Fees Reimbursement. Developer agreed to reimburse the City Attorney fees up to $ 85,000 to be paid by January 31, 2023. $44,462.15 was receive at Closing and the balance is due by the end of January.
WHEREAS, The original intent wa s for the City Manager to execute the ALDA as provided in the November 22 Resolution, but due to the ho lidays, she was unavailable and the Mayor also em ailed he was on vacation, including a photo of a snow -covered house in his automated email response and on social media . On December 2 9, it was learned that all the required documents (ALDA, grant deed, etc.) had to be delivered to the title company in the afternoon due to their early holiday closure an d so accordingly execution was arranged for the Vice Mayor and City Clerk. The documents were executed at approximate 1:30 p.m. on December 29 th. When Council was informed t hat evening, the Mayor responde d saying he should have signed the ALDA. The City Attorney contacted the Mayor and gave hi m two opportunities to re -sign the docum ents witnessed by the City Clerk for Friday afternoon, December 30th and Saturday morning, December 31st. However, the Mayor declined the first and did not appear for second appointment. He has now sued the City in the ca se of Butt v. City of Richmond, et al to invalidate the t ransaction due the Vice Ma yor (now Mayor ) executing the ALDA (“Butt Litigation”).
WHEREAS, Currently, there are two threatened claims of Brown Act violations by Brian Lewis, et al. and Daniel Butt on behalf of Fo rmer Mayor Tom But t, alleging that that the City’s actions approving the ALDA terms on Novem ber 22 violated the Brown Act (“Brown Act Violations”). The City contends there were no Brown Act violations but believes that the Brown Act permits corrective action to cure violations, and that the hearing conducted hereunder qualifies as corrective action.
WHEREAS, In anticipation of the Brown Act Violations and any other legal challenges, Section 6.1.9.2 of the A LDA provides the City with the sole discretion to exercise a right of reverter if the City Council , after reviewing the ALDA at a public hearing within 75 days of the closing (December 30, 2022), disapproves the ALDA (“City’s Right of Reverter”). If the C ity Council disapproves the ALDA and the transfer of title , the City Counci l may , in its sole discretion, exercise the City’s Right of Reverter within 75 days of the Closing. [ALTERNATE FINDING : WHEREAS, Notwithstanding the aforementioned recitals, the Coun cil hereby determines that substantial opposition to the Project exists and wish es to exercise its Right of Reverter, rescinding its approval and authorizing the return of the Deposit to Developer.]
WHEREAS, NOW, THEREFORE, THE CIT Y COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. Recitals. The foregoing recitals a re true and correc t and incorpora ted into this Resolution by this reference.
Section 2. ALDA. The City Council h as reviewed the AL DA and hereby approves, confirms, and validates all the terms of the ALDA an d the subsequent transfer of the Revis ed Property to Developer.
[ALTERNATE: Section 2. ALDA. The City Council has reviewed the ALD A and does not approve, confirm, nor validate the terms of the ALDA and the subsequent transfer of the Revised Property to Developer.]
Section 3. Waiver of Right of Reversion. The City Council hereby unconditionally waives the City’s Right of Reverter in the ALDA subject to Developer’s like waiver of this right to cancel under Section 6.1.9.2 of the ALDA.
[ALTERNATE: SECTION 3. Right of Reversion. The City Council hereby exercises its Right of Reverter pursuant to the ALDA.]
Section 4. Action. The officers of th e City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to effect the terms of this Resolution.
Section 5. Severability. If any pr ovision of this Res olution or the application of any such
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provision to any person or circumstance is held invalid, such invalidity shall no t affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council declares that the City Council would have adopted this R esolution irrespective of the invalidity of any particular portion of this Resolution.
Section 6. Effective Date. This Resolution shall take effect immediately upon its passage. *****************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held February __, 2023, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
.
State of California }
County of Contra Costa : ss.
City of Richmond }
I certify that the foregoing is a true copy of Resolution No. ___-23, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on February __, 2023.
__________________________________________
Pamela Christian, Clerk of the City of Richmond
01337.0024/846578.12 C-2-1
EXHIBIT C-2
BRICKYARD COVE ROADWAY REHABILITATION AND TRANSFER PLAN AND
NEIGHBORHOOD MITIGATION REQUIREMENTS
I. BRICKYARD COVE ROADWAY REHABILITATION AND TRANSFER PLAN A. Background
Ferry Point was the original site of significant marine operations in the Richmond Area – ferry service began in 1900 and with a rail connection constructed through a tunnel, it became the western terminus of Santa Fe Railroads. The area became Richmond’s initial port terminal with a wharf and warehousing. Significant manufacturing was introduced with the operation of the Brickyard Kiln with the manufactured bricks barged from Ferry Point to San Francisco for the rebuilding of San Francisco after the 1906 earthquake. These operations continued until the 1960s when the manufacturing was succeeded by residential development.
Richmond’s greatest growth came during the second world war when the four marine terminals, including Terminal 1, were developed, and operated by Kaiser Steel. Port operations declined after the war and Terminal 1 closed in the late 1980s.
The Brickyard Cove neighborhood located east of the project site includes marinas and residential developments established in the 1970s, 1980s, and 1990s. These developments include Brickyard Landing, which comprises condominium complex buildings and private recreation facilities, and Seacliff Estates, a single family residential subdivision, Waterline a condominium complex as well as single-family homes along South Mallard Drive, Sandpiper Spit, and Sanderling Island (largely constructed of engineered fill and concrete pilings, and/or supported on platforms over water).
These projects took access through the single access point through the Ferry Point Tunnel to Ferry Point which was a dead-end road. The Subdivision Agreement approved in 1968 provided for the extension of Brickyard Cove Road (“BYC Road”) to serve the projects as a private roadway.
B. Pending New Development
In addition to the Terminal 1184-unit project at Ferry Point, there are severa l other development projects which will access the roadway system: PG&E site (94 units) and Quarry (79 units). These projects may involve significant grading activities, and truck traffic during the period of construction.
Besides needing to pay import fees and for roadway improvements these projects are likely to degrade the existing roadway as described below. If the street rehabilitation work were performed before the projects were constructed, the roadways would need subsequent repair. Accordingly, it would be reasonable to collect fees from the early developer (s) and require the last developer to perform the work.
C. Current Condition of Roadway and Needed Rehabilitation The Subdivision Agreement for the area in November 15, 1968 contemplated that BYC Road would become public when it was connected to Canal Boulevard to allow traffic circulation; and though this happened in 1996, the City acceptance did not happen and in the intervening years, the road condition has deteriorated and does not meet current City standards. The City Engineer believes that the current ATTACHMENT 2
01337.0024/846578.12 C-2-2
roadway serves a traffic index of approximately 3.5. The City’s Streetlight database suggests an average annual daily traffic flow along BYC Road of about 1000 vehicles with 3% being large trucks.
The projects of Terminal 1 and Tract 9604 (PG&E Site), could increase those figures by XX %. The design life of the roadway should be 20 years requiring a TI factor of 6.1, but with projected growth, a more reasonable fact or would be a TI of 6.5. This would add about half an inch of asphalt or an additional 100 tons of asphalt in the deficient sections.
The suggestion of a deficient roadway structural section is confirmed by the presence of distress in the pavement. The geotechnical report (July 18, 2019) showed that pavement distress appeared within 6 years of the last maintenance treatment by the private owners . It does not appear that the roadway was built to a reasonable standard to ensure a design life of at least 20 ye ars. The addition of two more development projects (and a third, the Quarry Project), will hasten the deterioration of the roadway, and the additional construction traffic involving an estimated _____ heavy trucks due to transporting construction and gradi ng materials will impose impacts requiring mitigation . It is therefore recommended that a reconstruction of the roadway be undertaken as many of these trips will have to come the long way avoiding the Ferry Tunnel. However, this reconstruction condition may not prevail in the whole length of BYC Road.
There has been some suggestion that the roadway was put down over a limited military era base and that there will need to be additional effort required to manage the subgrade due to the preexisting conditions and the soil conditions . There is therefore a need for some additional investigation and testing including over the length of BYC Road to determine the overall work program. The investigation programs shall be paid for 1/3 each by Developer, City , and HOA. This will occur as development plans are refined.
In any event, the City Engineer based on current information recommends a program that includes reconstruction of BYC Road to meet City Standards so that it will have a 20 year design life; that this recommendation is caused in large part by the heavy truck construction traffic originating from the projects; and finally that the phasing of the work should be performed so that the reconstruction occurs in the last phase of construction, for both projects. An arrangement might be necessary where developers pay in lieu fees instead of performing the actual work if the phasing will not work out satisfactorily due to the developments’ staging.
The City Engineer will work with both projects (Terminal 1, PG&E and the Quarry Project as to that section of the roadway) as well as residents to develop the construction phasing plan, recognizing concerns that there might be excessive roadway deterioration, and the need to maintain neighborhood access throughout the construction process. A resident Coordinating Committee shall be established for this purpose, as established elsewhere herein.
D. City Standards for Reconstruction Project and City Acceptance It is expressly understood that these Projects will be responsible for the damage that they cause to the BYC Road surfaces due to their construction activities, and in this case due to the road deterioration, the reconstruction of BYC Road is required . This includes not only the full frontages along the projects, but also the extended areas which will be degraded by the construction activity . The City will not allow BYC Road to be rehabilitated until all developments are complete, although the degraded condition of the Roadway in the interim will need to be considered in the phasing plan. City acceptance of the private sections of BYC Road will require the following unless otherwise approved by the City Engineer:
01337.0024/846578.12 C-2-3
1. All curb ramps shall be upgraded to curren t standards as illustrated in Caltrans Standard Plan A88A.
2. The City will define the location for repair to curbs and gutters.
3. All record monuments shall be located within the project area. These shall be protected in accordance with the Business & Professions Code §8771; Streets & Highways §732 & §732.5, §1492.5, §1810.5; and Penal Code §605.
4. The traffic index for this roadway shall be 6.5 . Therefore, the pavement section per the geotechnical report should be 4 inches of asphalt concrete over 6 inches of Class II aggregate base.
5. As described in the geotechnical report, the subgrade shall be scarified and recompacted to a depth of 12 inches upon removal of the pavement section . Should unstable subgrade be present, the applicant shall either cement treat to a depth of 12 inches or over excavate, place Class II, and install a geogrid.
6. The Project shall coordinate with public utilities such as PG&E, EBMUD, AT&T, and Comcast to determine if they have any capital improvements within the project area.
7. The Project shall review the storm drain and sanitary sewer videos within the project area to confirm if Veolia needs to upgrade pipelines. .
8. Traffic shall be allowed through the work zone at all times.
9. The cross section on sheet C-3 does not match the plans on sheet C-4. The lane width shall be 11 feet.
10. The Project shall install flexible delineators separating the bicycle and vehicle lanes.
11. The Project shall evaluate modifying the west leg of the crosswalk at Brickyard Way to determine if it can be aligned to be perpendicular. If determined feasible, the Project shall be responsible for making such changes to the crosswalk.
12. The Project shall adjust to grade all utilities within the paved area.
13. The roadway is posted at 25 mph but City will review traffic-calming measures.
E. Brickyard Roadway Plan: Financing and Transfer
Developer agrees to participate with City in the development of a Brickyard Roadway Plan (“BRP”) which will meet the criteria herein and will include cost estimates, financing, phasing participation by responsible developers, and acceptance of dedication by City. The BRP shall be developed to incorporate the following elements:
1. Roadway Condition. Analysis by City of roadway condi tion and costs to reconstruct roadway to meet City standards. A report (the “Report”) to be prepared by the City Engineer by May 2023 and will be shared with Coordinating Committee. The Report shall include a cost estimate for the option of adding a traffic circle on Brickyard Cove Road. City Engineer has reviewed the Plans submitted August 10, 2022 and finds (i) more review of roadway condition required; (ii) need assessment of entire length; and (iii) need to assess responsibilities. The preliminary cost estimate is $600-700k.
2. Schedule. A schedule shall be developed for phasing of construction so that improvements are installed after completion of the projects requiring access to
01337.0024/846578.12 C-2-4
Brickyard Cove Road so any new roadway improvements will not be damaged by later construction. The Report must also consider the survivability of the road surfaced due to the construction activity (roadway must be useable by residents). Map showing sections to be analyzed (Dornan, BYC, Yacht Club, West, East). Sections and current ownership will be shown in ALDA, Exhibit C . BYR Plan needs to cover all these areas.
3. Developer Obligations.
(a) Developer obligations for adjacent projects shall include, at a minimum:
(i) pay 100% of cost for the section of Brickyard Cove Road immediately adjacent to Project;
(ii) pay required Traffic Impact Fees;
(iii) repair any improvements damaged by its construction activity to meet City standards; and
(iv) participate in an integrated program for the whole roadway on fair share principles.
(b) Developer may perform the improvement as a part of its Project unless City determines that subsequent projects will deteriorate any improvements installed, in which case Developer will pay an in -lieu fee equivalent to its share. The improvements shall include paving, curb/gutter, s idewalks, lighting, and structures within the street (sewer, storm water, etc.), and landscaping and repair of any landscaping damaged in any way by construction traffic.
4. Funding. Based on the Report and included in the Report shall be a funding plan (“Funding Plan”).
(a) The Funding Plan shall include these elements:
(i) estimated cost based on when construction will occur; and (ii) provide sufficient funding sources.
(b) All potential funding from developers of benefitted parcels; (c) BYC Community (BYCHOA 1& 2, Brickyard Landing, Seacliff, Boardwalk Marina) will fund $250,000 for all costs and liabilities related to both private sections of B rickyard Cove Road based on an allocation of costs mutually agreed to by BYC Community and payable at the time the work is commenced; (d) This agreement in (c) above is expressly conditioned upon the approval of each of the entities identified therein; and
(e) Remainder from City.
5. Parkway Maintenance. HOAs shall be responsible for maintenance of irrigation and landscaping in parkway areas adjacent to their property and the street, but not the park or the Bay Trail.
6. City Acceptance - BYC Road. City shall accept dedication of the righ t of way as a public street upon the first to occur : approval of all entitlements for the Project and
01337.0024/846578.12 C-2-5
expiration of challenge periods (the “Acceptance Date”) or five (5) years from Project Approvals (Project Approvals are final Council action on discretion ary approvals).
Additionally, if the improvements are not made by Developer, they shall be made by City within five (5) years of Project Approvals. The City may do it sooner if funding is obtained earlier.
7. Additional Commitments. City shall make best efforts (i) to include a traffic circle on Brickyard Cove Road, (ii) connection between Dornan and Brickyard Cove Road will narrow but meet City standards, (iii) Subject to HOA-1 approval the guard shack and cobblestones may remain for traffic calming, but maintenance of guard shack will be HOA-1 responsibility and City will grant license for maintenance. Best efforts will not require excess financial obligations of City.
8. Miscellaneous.
(a) The issue of improving B rickyard Cove Road and having City accept as a public street has been unresolved for a considerable time and the foregoing BRP would resolve the issue , but it remains an agreement between City and Terminal 1.
(b) City will bring the matter back to City Council for affirmation and commitment to community.
(c) Upon acceptance by City, with respect to private portions of Brickyard Cove Road , City shall be responsible for all claims and liabilities arising from usage of the public right-of-way incurred after the date of acceptance.
II. NEIGHBORHOOD MITIGATION REQUIREMENTS
A. Economic Issues
The economic analysis by Econ Land Group (“LEG”), concluded that the prior high -density project was not feasible in contrast to the current Project. The analysis has been published on the City’s website for the Project and is a vailable to the public. The City has further requested that LEG work with Developer to release a proforma which shall give the public a fair understanding of project economics – general projected price range estimates of residential units and costs of shall be included.
B. Traffic
1. Emergency Access Plan. An emergency ingress/egress plan by emergency vehicles and the public to apply during construction shall be required for the affected communities (Brickyard Landing, Brickyard Cove #1, Brickyard Cove #2, Sea Cliff, Waterline, Richmond Yacht Club, Terminal One (Latitude), as a condition of approval of the Project and included in the Mitigation Measures. As it is understood that various factors currently impact such ingress/egress, such as rail operations, the City shall be involved with the development of the plan and shall provide a long -range focus so that (i) it will operate for the benefit of all the BYC Communities, and (ii) shall apply as future projects develop..
2. Traffic Management. A traffic management plan addressing trucking of fill, construction equipment and materials, to and from the Project and other concurrently developing sites, to include:
(a) number of trips, per day and per hour;
01337.0024/846578.12 C-2-6
(b) construction traffic, truck routes, including trucking of materials; (c) dust control measures; and
(d) measures for cleaning of streets, parking lots, boats, structures, and residences within 48 hours of notice.
Additionally, a complaint hotline to Developer shall be established and included with the Mitigation Measures which shall require Developer to make a written record of complaints and the response taken. The record shall be available for public inspection.
3. Signage. Signage shall be posted to prohibit overnight parking on Brickyard Cove Road.
C. Housing Development
1. House Siting. House siting should achieve the following: (i) other than perimeter units, 3rd floor should not occupy more than 80% of 2nd floor of 50% of the stack of 64 units in central area which shall run in a north-south direction; (ii) if approved by the Yacht Club, the roof deck option will be eliminated for the four 3 -story buildings starting from the northeast corner of the perimeter adjacent to the Yacht Club ; (iii) all other east, southeast and south frontage (perimeter houses) shall be 2 and 3 stories (as depicted in Attachment 1 attached as Exhibit B) . It is intended that the foregoing restrictions remain in effect for the Alternative Plan C2 below recognizing that the Plan will be revised through the design process (see Schedule in Exhibit C-1).
2. Alternative Plan . Developer shall develop alternative plan (“Alternative Plan”) whereby the Wharf is eliminated, JADU units made regular single -family units, and site plan modified to provide better view corridors and up to 10% of the units are eliminated. With the conversion of the JADU units, reduction in 3 rd Floor area, and the reduction of units by 10%, there will be an as yet unclear impact on project economics. Developer is open to these ideas but intends that the total saleable square footage will not be more than 10% less than for the prior considered project. This is still being assessed. This plan will provi de significantly enhanced parking including guest parking. Developer and City will utilize best efforts to assure that the Alternative Plan is developed dependent on obtaining permits to eliminate the wharf within an entitlement time frame which does not u nreasonably delay the Project. Developer, within 60 days, shall assess (i) likelihood of obtaining permits, (ii) time frame and delay, (iii) net cost of removing wharf vs. reconstruction, and (iv) impacts on Project.
If Developer elects not to proceed with alternative Project, City may revert the Property.
3. Review. The Project has been remanded back to the DRB and PC for full review and public participation. It is intended that this process be completed within six (6) months. However, given the period involv ed in seeking approvals to remove the wharf, it is contemplated that the initial period to determine viability will be 90 days and then 18 months for processing. City will grant a one-year extension, if necessary.
4. Design Standards. The provisions of Section 4.7.1 of the LDA shall continue to apply to the design of the Project and shall be applied by the DRB. BCARD will provide up three architects/designers to meet with Developer regarding compliance with these Design Standards prior to anything being submitted to DRB.
01337.0024/846578.12 C-2-7
D. Housing Occupancy
No short-term rentals shall be permitted in the Project. Additionally, the Project CC&Rs shall contain provisions limiting rentals to no more than 25% of the units at a time, similar to the Seacliff Project.
This shall be included in the ALDA.
E. Remediation
Significant remediation needs to be performed on the Project site. Developer commits to: (i) complete environmental characterization of the site as required by the RWQCB (actual reports on RWQCB’s geotracker site) and provide the report concurrently to the BCARD; and (ii) fund up to $50,000 to pay for an independent environmental remediation consultant (s) retained by BCARD to provide comments to RWQCB on behalf of BCARD concerning the carrying out of the remediation work .
Invoices shall be sent to Developer and paid within 30 days.
F. CEQA
.City will reevaluate for the Project if all significant and cumulative impacts for projects in the area have been identified, assessed, and mitigated in accordance with California law . This w ill be presented to the Planning Commission as a part of the CEQA review process and thereafter to the City Council. Nothing herein waives the rights of the citizens to challenge the environmental findings.
G. Miscellaneous
1. Retaining Wall. The design, locatio n, and aesthetics of the retaining wall and fence along the project and the Yacht Club’s common property line shall be agreed by the Yacht Club and the Developer working together in good faith. Provided Developer gets all agency permits, Developer will pay for or reimburse the cost of the retaining wall and fence which shall be built, at a minimum, to the standards in accordance with the Yacht Club’s Conditional Use Permit for West Lot. If no agreement is reached regarding the aesthetics/de sign/location of the fence and/or retaining wall, the Developer shall honor all provisions of the BCARD settlement agreement regarding the fence and wall.
2. Special Tax. Except as expressly provided herein, Cove residents shall not be charged with any spec ial tax, assessment or other cost allocation to pay for construction or maintenance of any park, wharf, Terminal 1 landscaping, or lighting, or any Terminal One Bay Trail section along all sides of Terminal One property including the north section on BCR west of Yacht Club to Dornan Drive.
ATTACHMENT 3
ATTACHMENT 4
1 From: Tom Butt <[email protected]>
Sent: Thursday, December 29, 2022 9:07 AM
To: Shasa Curl
Cc: Irene Lozano; Nickie Mastay; Dave Aleshire; Shannon Moore; Trina Jackson-Lincoln Subject: Re: Out of Office on Vacation
*** EXTERNAL SENDER ***
Sent from my iPhone
On Dec 29, 2022, at 9:00 AM, Shasa Curl <[email protected]> wrote:
Dear Mayor Butt and Members of the City Council [via Bcc]:
I hope you are enjoying the holiday season. I am currently traveling and plan to return to the office on January 10, 2023. While I’m out of the office, Nickie Mastay, Deputy City Manager will serve on my behalf.
ATTACHMENT 5
2 Thanks,
Shasa
Shasa Curl
Richmond City Manager
Office: 510.620.6512
1 FIRST AMENDMENT TO LAND DISPOSITION AGREEMENT
This First Amendment to Land Disposition Agreement ("First Amendment ") is entered into on December 29, 2022 ("Effective Date "), by and between the CITY OF RICHMOND, a municipal corporation and charter city ("City"), and TERMINAL ONE DEVELOPMENT LLC, a Delaware Limited Liability Company ("Developer").
RECITALS
A. Site. City owns that certain real property consisting of 13.12 acres located at 1500 Dornan Drive in the City of Richmond constituting Contra Costa Assessor’s Parcel Numbers 560-420-007 (“Parcel 2”) and 560-420-010 (“Parcel 1”) (jointly the “Site”).
B. Historic Port Terminal. Until the early 1990s, the Site was a port terminal, used by the Port of Richmond for shipping, transport and related industrial activities. Most buildings and structures have been demolished and removed from the Site, except for an approximately 94,000 square -foot former port operat ions warehouse building (Terminal One Warehouse) that is partially supported by the existing wharf (“Municipal Wharf No. 1” or “Wharf”) located on Parcel 2 along the southern portion of the Site, and some building foundations, railroad tracks, and other concrete surfaces.
C. 2014 LDA. City and Developer entered into that certain Land Disposition Agreement dated August 6, 2014 (“Original LDA”) for the sale and development of approximately
11.9 acres of the Site for construction of a medium density residential project (the “Residential Property"), with ownership of the remaining 1.9-acre portion of the site to be retained by the City for development of a public park (the “Park Property”).
D. Original Project Infeasible. Developer has proposed revisions to the Terminal One project that was originally approved by City Council in July 2016 (“Original Project”).
The Original Project included 323 condominium units (subsequently reduced by Developer and City to 316 units) consisting of 302 multi-family flats and 21 single - family residences, associated common areas, and site amenities . Each residential unit within the Project is hereinafter referred to as a “ Residential Unit.” In addition, the Original Project included a public waterfront park which incorporated reuse of the existing Wharf as a public park facility, a shoreline extension of the San Francisco Bay Trail, an extension of Dornan Drive to provide vehicular access to the waterfront park and shoreline, a central pedestrian promenade, and an entry plaza with a small visitor-serving retail node.
E. According to the Developer, the Original Project became financially infeasible due to a combination of economic factors including:
1. Approximately $21 Million in extraordinary costs to mitiga te hazardous conditions and otherwise prepare the Site for redevelopment and to construct the public park and public access improvements, including the costs associated with:
ATTACHMENT 6
2 a) seismically stabilizing the site,
b) completing the clean-up of soil and groundwater contamination, c) structurally retrofitting the wharf,
d) addressing flood risk associated with sea level rise, e) engineering the unengineered artificial fill covering the entire site, f) demolishing the lead paint contaminated warehouse, and g) constructing the public waterfront park and public access improvements; and
2. The challenges posed by:
a) multi-family condominium construction costs that in recent years have been increasing at a much faster rate than the value s of multi-family condominiums,
b) a real estat e market where new home prices in Richmond are significantly below Bay Area averages while new home construction costs are at the same high level throughout the Bay Area, and c) a COVID-19 pandemic that has adversely impacted demand for multi- family condominiums while, at the same time, driving further increases in construction costs.
F. Revised Project. Due to the foregoing increased development costs and changes in market conditions, Developer has revised the residential component of the Original Project to replace the previously approved 316 condominium units with 154 detached single-family homes and duets (the “ Revised Project” or “ Project”). Option “A” for the Revised Project would retain the principal f eatures of the Waterfront Park as described in Recital D above. Option “B” for the Revised Project would not include the Waterfront Park. The Developer is now seeking land use approvals (the “Entitlements”) for the Revised Project.
G. Revised Residential Property Acquisition. Developer has also revised its initial proposal, as set forth in the Original LDA, with respect to the Residential Property Developer seeks to acquire. Instead of proposing to acquire an approximately 11.9- acre portion of the Property for construction of a medium density, primarily multi - family condominium project, Developer proposes in this First Amendment to acquire an approximately 10-acre portion of the Property, as more particularly described in the “Revised Residential Property Description” attached as Revised Exhibit A. for development of a medium density, single -family residentia l project (the “ Revised Residential Property ”). Developer’s revised proposal will either include development of a public waterfront park similar in character to the park features of the Original Project on the portion of the Property to be retained by the City (the “Revised Park Property”) or will omit such feature, as determined by the City.
H. Revised Scope of Development . The type, size, density, quality and other characteristics of use as reflected in the Revised Project are further described in the “Revised Scope of Development” attached to this amendment as Revised Exhibit C, which represents Developer’s initial expectations with respect to the Revised Project the Developer proposes to build on the Property and the land use entitlements
3 for which Developer is seeking approvals. The Revised Scope of Development replaces and is substituted for the Scope of Development for the Original Project. A new Schedule of Performance is attached as Exhibit C-1.
I. Alternative Project without Wharf . The Revised Scope of Development also provides for an evaluation of the feasibility of an alternative project design (the “Alternative Project”) that contemplates the removal rather than reuse of the Wharf and the redesign of the proposed project to reduce the density of the residential land plan and to otherwise improve both the form and the function of the project design.
This analysis will also evaluate the feasibility of processing entitlements for both the Revised Project (with the Wharf repurposed as a p ark facility) and the Alternative Project (with the Wharf removed) concurrently, with the Alternative Project to be processed as the preferred option and the Revised Project to be the back -up option if the Alternative Project either is denied the requisite approvals or faces overwhelming obstacles in obtaining such approvals, including issues of infeasible costs and/or timing deadlines
J. Independent Analysis. The City sought an independent financial analysis to review Developer’s determination that , while th e economics of the original multi -family condominium project make it infeasible to finance or build, the revised single-family residential project is economically viable. The analysis was performed by Land Econ Group (“ LEG”) LEG’s economic analysis of the feasibility of the Original Project concurred with the Developer’s feasibility assessment. LEG found that the high construction cost of parking podiums and midrise buildings with elevators push the cost of development well beyond the projected selling prices. LEG therefore deemed the project currently infeasible and likely infeasible for years to come. LEG’s economic analysis of the Revised Project found that Developer’s single-family residential proposal would be marginally feasible, in that it would be able to carry the agreed upon land cost and likely the ancillary costs involved in seismically stabilizing the site and Wharf and in completing the cleanup of residual soil and ground water contamination.
K. Revised Entitlements. The Developer has prepared and submitted to City revised Entitlement Applications for the Revised Project, to include an EIR Addendum and Mitigated Monitoring and Reporting Program ( MMRP), a major amendment to the Planned Area (PA) Plan, with associated major design review (DR), a vesting tentative map (VTM), and a conditional use permit (CUP) for park and residential uses within the Shoreline Overlay District,
L. Inclusionary Housing. The Revised Project will comply with the City’s inclusionary housing ordinance.
M. State Surplus Land Act . Recent amendments to the State Surplus Lands Act, Government Code section 54220, et seq . (“SLA”), significantly expand the State regulatory requirements applicable to governmental agencies such as the City with respect to the disposition of governmental property. These amendments also created various exemptions , including an exemption for preexisting land disposition agreements such as the Original LDA, pursuant to which in order to remain exempt, the transaction contemplated by the agreement must be consummated on or before
4 December 31, 2022.
N. Council Determination Exempt Surplus Land. The City’s representatives negotiated revisions to the LDA and at a hearing held November 22, 2022 the City Council considered the staff report and recommendations and approved Resolution 168-22 directing that notice be given to HCD pursuant to the SLA that the property qualified and has been declared exempt and that the City Manager and City Attorney finalize the Amended LDA (the “ALDA”) and take other actions necessary to establish and close the escrow with Developer before the end of the year.
O. State Notification of Exemption. By letter dated December 15, 2022, the California Department of Housing and Community Development notified the City that the Terminal One Property qualified for an exemption under the SLA provided the disposition of the Property was completed by the end of the 2022 calendar year.
P. Changes to LDA. In order to close by December 31, 2022, Developer has agreed to waive certain conditions of the sale protecting Developer such as having Entitlements in place prior to Closing and City has agreed to provide purc hase money carryback financing.
Q. Entitlements to Proceed Separately. Concurrently with these actions the City has continued to process the Entitlements as described above and in Revised Exhibit C.
There have been presentations before the Design Review Board, Planning Commission and City Council. These are ongoing and not required to conclude before the sale as provided in the LDA and City has the right to recover the Property should the Project not timely proceed in accordance with Developer’s po st-closing entitlement and development obligations.
NOW, THEREFORE, based upon the foregoing recitals and the terms, conditions, covenants, and agreements contained herein, the parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and incorporated herein by reference.
2. Defined Terms. Defined terms shall have the same meaning as set forth in the Original LDA as modified by this First Amendment (“ALDA” or “First Amendment”). In the event of a conflict, the definition in this First Amendment shall control. It is expressly understood that all terms of the LDA remain in full force and effect except as expressly provided herein.
3. Effective Date . This First Amendment shall be effective on the date the City executed this First Amendment as evidenced by the date on the signature page of this First Amendment (“First Amendment Effective Date”).
4. Modifications/Amendment. As of the First Amendment Effective Date, the Original LDA is amended and modified as follows:
A. Section 1 Definitions. Section 1 is amended to add new definitions as follows:
5 First Loan Policy shall have the meaning set forth in Section 3.3.7(i).
First Note shall have the meaning set forth in Section 2.2.2(b).
First Trust Deed shall have the meaning set forth in Section 2.2.2(b).
Good Funds shall have the meaning set forth in Section 2.2.3.
Loan Title Policies shall have the meaning set forth in Section 3.3.7.
Notes shall have the meaning set forth in Section 2.2.2.
Project Labor Agreement shall have the meaning set forth in Section 6.4.
Property shall mean only Parcel 1 (APN 560-042-010) which is legally described on Revised Exhibit A.
Residential Unit shall have the meaning set forth in Recital D of this First Amendment.
Schedule of Performance shall mean the Schedule of Performance for which provision is made in Section 6.1.
Scope of Development shall mean the Revised Scope of Development attached hereto as Revised Exhibit C as defined Section 4.
Second Loan Policy shall have the meaning set forth in Section 3.3.7(ii).
Second Note shall have the meaning set forth in Section 2.2.2(c).
Second Trust Deed shall have the meaning set forth in Section 2.2.2(c).
Shared Appreciate Note shall have the meaning set forth in Section 2.2.2(d).
Third Loan Policy shall have the meaning set forth in Section 3.3.7(iii).
Third Trust Deed shall have the meaning set forth in Section 2.2.2(d).
Trust Deeds shall have the meaning set forth in Section 2.2.2.
Wharf Property shall mean Parcel 2 (APN 560-042-007) the ownership of which shall be retained by City.
B. Section 2.2 Purchase Price. Section 2.2 is deleted in its entirety and the following is substituted in its place and stead:
“2.2 Purchase Price. The purchase price for the Residential Property is both of
6 the following (“Purchase Price”):
(i) Ten Million Dollars ($10,000,000) (“Base Purchase Price”), plus
(ii) A shared appreciation component (the “Shared Appreciation Amount ”) equal to the lesser of Five Million Dollars ($5,000,000) or an amount equal to Fifteen Percent (15%) of the difference between (a) the actual total sales prices of the Residential Units of the Project as it is finally entitled (“Actual Total Sales Prices”), and (b) the total sales prices of the Residential Units as projected by Developer at commencement of construction (“Projected Total Sales Prices ”) and reported to the City by Developer’s affidavit specifying the Projected Total Sales Prices. The City shall have the right to audit the Projected Total Sales Prices and the Actual Total Sales Prices.
2.2.1 Nonrefundable Earnest Money Deposit. Pursuant to the ERNA, Developer has previously deposited with City the total sum of Five Hundred Thousand Dollars ($500,000) (“ Deposit”). The Deposit is non -refundable under any circumstances whatsoever. The Deposit shall be applied to the Purchase Price at Closing.
2.2.2. Funding Purchase Price at Closing. On or before 1:00 p.m. on the business day preceding the Closing Date or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall deposit all of the following with Escrow Holder:
(a) The sum of Five Hundred Thousand Dollars ($500,000) in Good Funds (“Closing Deposit”).
(b) The First Purchase Money Note Secured by Deed of Trust shall be in the form attached as Exhibit M-1 in the amount of the Purcha se Price of Four Million Two Hundred Fifty Thousand Dollars ( 250,000) (“First Note”). The First Note shall be secured by a deed of trust in the form attached as Exhibit M-2 referencing the applicable amount of the First Note to be recorded at Closing in first lien position against the Property (“First Trust Deed”). NOTE: Only the sum of Four Million Dollars ($4,000,000) shall be credited to the Purchase Price.
(c) The Second Note Secured by Deed of Trust shall be in the form attached as Exhibit N-1 in the amount of the Purchase Price of Five Million Dollars ($5,000,000) (“Second Note”). The Second Note shall be secured by a deed of trust in the form attached as Exhibit N-2 referencing the applicable amount of the Second Note to be recorded at Closing in second lien position against the Property (“Second Trust Deed”).
(d) The Shared Appreciation Note Secured by Deed of Trust shall be in the form attached as Exhibit O -1 in the maximum amount of Five Million Dollars ($5,000,000) (“Shared Appreciation Note”). The Shared Appreciation Note shall be secured by a deed of trust in the form attached
7 as Exhibit O-2 referencing the Shared Appreciation Note to be recorded at Closing in third lien position against the Property (“Third Trust Deed”).
The First Note, S econd Note and Shared Appreciation Note are collectively sometimes referred to as the “ Notes.” The First Trust Deed, Second Trust Deed and Third Trust Deed are sometimes collectively referred to as the “Trust Deeds.”
2.2.3. Good Funds. Prior to Closing , all funds deposited in Escrow shall be in “Good Funds” which means a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California.
C. Section 3.1 Due Diligence is amended to provide that Developer has completed the Developer’s Due Diligence Review, the Due Diligence Period has expired, and Developer has approved the condition of the Property.
D. Section 3.3 Title Review. Section 3.3 is amended as follows:
(a) Section 3.3.1 Preliminary Report is amended to acknowledge that Developer has reviewed and has separately stated its continuing title objections to exceptions (“ Title Objections”) taken in that certain revised preliminary title report issued by the Title Company dated as of December 22, 2022 (“Preliminary Report”)
(b) Section 3.3.2 Review Period is amended to provide as follows:
(i) The “Permitted Exceptions” are (i) Exceptions 4, 19, 22, 24, and 26 of the Preliminary Report ; (ii) the Trust Deed s, and (i ii) any exceptions resulting from Developer’s access to the Property pursuant to Section 3.4.
(ii) In view of the short period remaining prior to the Outside Closing Date as required by the City , the Parties acknowledge that despite their cooperation and their exercise of diligent commercial efforts, they may be unable to fully resolve the Title Objections with the Title Company, and in order to have a pre -defined procedure to enable closing by the Outside Closing Date, the Parties agree that in such event, Developer shall notify City in writing prior to the Closing of what title objections remain unacceptable (“Reserved Title Objections”). City may, in its reasonable commercial discretion, agree in writing to the Reserved Title Objections in which event the Parties shall continue to cooperate post -closing through mutual diligent commercial efforts to effect a cure to the Title Objections (by means of reissued updated Title Polices or issuance of endorsements) that is acceptable to Developer in exercise of its reasonable commercial discretion and without material cost to either City or to Developer (provided, however, the issuance of an updated
8 ALTA extended title policy shall not be included as a Reserved Title Objection); provided, however, that if one or more of the then - remaining Title Objections cannot be so cured within sixty (60) days after Closing, Developer may thereafter (but no later than seventy - five (75) da ys after the Closing (“ Election Period”), give a written notice of election to tender a grant deed returning title to the Property to the City (“Tender Notice”), and within thirty (30) days after delivery of the Tender Notice , shall be deeded back to the City by a grant deed pursuant to an escrow with insurable title free and clear of liens and encumbrances ( including non-delinquent property taxes and similar public exactions) arising after the Closing or caused by Developer prior to Closing as evidenc ed by an ALTA non -extended owner’s title policy . Developer shall provide such standard title company documents as required for a transfer of title including, but not limited to, tax documents, and an owner’s certificate to the title company and releases for any non -approved items caused by Developer. In such event, all studies, plans, and records then currently held by Developer regarding development of the Project shall remain the property of Developer unless City elects to purchase those materials at Developer ’s cost Developer obtain s the written consent of the issuer to such transfer thereby allowing use of same by City , and Developer shall provide reasonable evidence of the costs of such reports.
For the avoidance of doubt, Developer a cknowledges that City has made no representation or warranty that any or all of the Reserved Title Objections will or can be resolved to Developer’s satisfaction as set forth herein above, and in such event, Developer must then either waive the Reserved Title Objections or tender title back to City, pursuant to the process specified herein above. If Developer fails to deliver the Tender Notice within the Election Period, such right shall automatically terminate and be of no further force or effect.
(c) Section 3.3.3 Monetary Lien is amended to provide that “Monetary Liens” (to be removed by City by Closing) do not include the Trust Deeds.
(d) Section 3.3.6 Title Policy is amended to provide that the form of owner’s title policy shall be an ALTA non-extended owner’s policy.
(e) A new Section 3.3.7 Loan Title Policies is added to add the following:
“Section 3.3.7 Loan Title Policies. At the Closing, the Title Company will issue three (3) loan title policies each to be issued in favor of City as follows (collectively the “Loan Title Policies”):
(i) An ALTA loan title policy issued in favor of City in the amount of the Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) insuring the First Trust Deed in first lien position subject to Exceptions 4 -13, 19, 22, 24, and
9 27 – 28 in the Pro Forma Loan Policy delivered to City by the Title Company on December 28, 2022 (“Lender Approved Exceptions”) and showing the Second Trust Deed and the Third Trust Deed in Schedule B Part II as each subordinate to the First Trust Deed and Endorsements 39.06 and 9.06 (“First Loan Policy”).
(ii) An ALTA loan title policy issued in favor of City in the amount of the Five Million Dollars ($5,000,000) insuring the Second Trust Deed in second lien position subject to the Lender Approved Exceptions and the First Trust Deed and showing the Third Trust Deed in Schedule B Part II as subordinate to the Second Trust Deed and the Endorsements 39.06 and
9.06 (“Second Loan Policy”).
(iii) An ALTA loan title policy issued in favor of City in the amount of the Five Million Dollars ($5,000,000) insuring the Shared Appreciation Trust Deed in third lien positi on subject to the Lender Approved Exceptions, the Second Trust Deed and Third Trust Deed together with Endorsements
39.06 and 9.06 (“Third Loan Policy”).”
E. Section 4 Entitlements. Section 4 is amended as follows:
(a) Section 4.1.1 Entitlement Period is amended (i) to provide for an initial Entitlement Period of twenty-four (24) months following the Close of Escrow, subject to extension for an additional twelve (12) months as provided in the Schedule of Performance, and (ii) to delete in its entirety the last sentence of this section.
(b) Section 4.1.2 Entitlements is amended to delete “the new shoreline road” and “the conversion of Brickyard Cove Road into a bike and pedestrian trail” from the list of shoreline and infrastructure improvements to be included in the Project - related offsite improvements for which Entitlements are sought.
(c) Section 4.3 BNSF Property is deleted in its entirety to reflect the determination, that the property identified in Section 4.3 as the “BNSF Property” and shown on Exhibit D is owned by the East Bay Regional Park District, not BNSF.
(d) Section 4.4 Transit Access Plan is amended to delete the requirement that the Transit Access Plan be prepared prior to the Close of Escrow and to provide instead that the Transit Access Plan is to be prepared prior to issuance of the first building permit for a residential structure.
(e) Section 4.8 Evidence of Funding is deleted in its entirety.
F. Section 5 Escrow and Close of Escrow. Section 5 is amended as follows:
(a) Section 5.1 Opening and Closing of Escrow is amended to confirm that Escrow has been duly opened as Escrow No. 1117013994. The second sentence is deleted in its entirety and the following is substituted in its place and stead:
10 “As used in this Agreement, the “Close of Escrow” or “Closing” shall mean the date on which the Revised Grant Deed in the form of Exhibit F attached hereto (“ Grant Deed ”) conveying the Property to Developer immediately followed by the First Trust Deed, Second Trust Deed and Third Trust Deed, in that specific order, are recorded in the Contra Costa County Recorder’s office. Escrow must close by the Outside Closing Date as specified in Section 5.5. Notwithstanding the foregoing, the Parties may agree in writing to a table closing with the Title Policies issued by the Outside Closing Date (as defined below) but the applicable documents recorded on the following business day.”
(b) Section 5.2 Escrow Fees and Other Charges is amended to provide that Developer shall also pay the premium cost for the Loan Title Policies and any endorsements thereto requested by City.
(c) Section 5.3 Developer’s Conditions to Close of Escrow is amended to delete Section 5.3.2 (Entitlements) in its entirety.
(d) Section 5.4 City’s Conditions to Close Escrow is amended to delete Section
5.4.2 (Evidence of Funding for Offsite Improvements) in its entirety.
(e) Section 5.4 City’s Conditions to Close of Escrow is further amended to add a new provision as follows:
“5.4.4. Loan Title Policies. The Title Company will issue the Loan Title Policies as specified in Section 3.3.7.”
(f) Section 5.5. Closing Date is deleted in its entirety and the following is substituted in its place and stead:
“5.5 Closing Date . The Close of Escrow shall occur no later than December 31, 2022 ("Outside Closing Date"). The Outside Closing Date may not be extended by City and/or Developer for any reason. If Escrow does not close by the Outside Closing Date, this Agreement shall be subject to City complying with the SLA as it currently exists which may result in another party having the right to acquire the Property and, therefore, Section 5.8.2 shall apply . For the avoidance of doubt, Developer acknowledges that in the event of a failure to close by the Outside Closing Date, (i) the LDA is terminated in its entirety, (ii) Developer will have no further rights of any kind to purchase the Property under the LDA; and (iii) City will have no obligation of any kind to enter into a subsequent LDA with Developer with respect to the Property.”
(g) Section 5.6.1 Developer’s Deliveries is amended as follows:
(i) Section 5.6.1(a) Purchase Price Balance is deleted in its entirety and the following is substituted in its place and stead:
11 “(a) Developer’s share of the closing costs and proration s as provided in Sections 5.2, 5.6.1(e) and 5.7.2 and the amount of the Purchase Price less the amount of the Original Deposit and the Notes.”
(ii) A new Section 5.6.1(d) Notes and Trust Deeds is added as follows:
“(d) Developer shall deliver the Notes duly executed and the Trust Deeds duly executed and acknowledged.”
(iii) A new Section 5.6.1(e) is added whereby Developer shall reimburse City for its attorney fees incurred with respect to this Amendment (“ City Attorney Fee Reimbursement Amount ”) not to exceed Eighty -Five Thousand Dollars ($85,000) and upon presentation of an invoice and which shall be paid by Developer to City on or before January 31, 2023. This covenant shall survive the Closing.
(h) Section 5.7.1 Actions by Escrow Holder is de leted in its entirety and the following is substituted in its place and stead:
“5.7.1 Actions by Escrow Holder. On the Closing Date, provided all of the conditions to the Parties' obligations have been satisfied or waived, Escrow Holder shall undertake and perform the following acts in the following order:
(a) record the Grant Deed and obtain conformed copies thereof for delivery to Developer and City;
(b) record the First Trust Deed , Second Trust Deed, and Third Trust Deed, in that specific order, and obtain conformed copies thereof for delivery to Developer and City;
(c) pay County documentary transfer taxes of Eleven Thousand Dollars ($11,000);
(d) instruct the County Recorder to return the executed original Grant Deed to Developer;
(e) instruct the County Recorder to return the original Trust Deeds to City;
(f) deliver to Developer: (i) a conformed copy of the recorded Grant Deed and Trust Dee ds, (ii) the Title Policy covering the Property subject only to the Permitted Exceptions, (iii) a conformed copy of each other document recorded in connection with the Close of Escrow, and (iv) an original of each unrecorded document received by Escrow Holder hereunder; and
(g) deliver to City (i) the original Notes; (ii) conf ormed copies of the
12 recorded Grant Deed and Trust Deeds; (iii) the Loan Title Policies (in accordance with Section 3.3.7); (iv) a conformed copy of each other document recorded in c onnection with the Close of Escrow; and (v) the Purchase Price less the amount of the Deposit and less the amount of the City's share of closing costs and prorations set forth in Section 5.2.”
(f) Section 5.7.2 Prorations is deleted in its entirety and the following is substituted in its place and stead:
“5.7.2 Prorations. City is not subject to real property taxes and assessments.
Accordingly, no prorations of real estate taxes shall be made at Closing.
Developer shall be responsible for all real property taxes and assessments accruing after the Closing.”
“The City Transfer Tax amount shall not be paid in cash at Closing but has been added to the First Note as part of the principal.”
(g) Section 5.8 .1. Default is amended to provide that the failure to Close by the Outside Closing Date (as set forth in Section 5.5) is not subject to any cure rights nor any extensions under Section 11.6 (Force Majeure) and, in such event, the rights under Section 5.8.2 shall apply.
(h) A new Section 5.10 City Manager is added as follows:
“5.10. City Manager. City by its execution of this Agreement hereby agrees that its City Manager or her designee (who has been designated by City Manager’s written notice delivered to Developer and Escrow Holder) shall, in her sole and exclusive discretion, have the right to execut e documents on behalf of City including, but not limited to, issuing approvals, disapprovals and extensions. Any such approval, disapproval or extension executed by the City Manager or her designee shall be binding on City.”
G. Section 6 Post-Closing Development Obligations is amended to provide that the provisions set forth in Section 6 with respect to the Post -Closing Development Obligations and Post Closing Actions shall apply after the Closing and Developer has received all Entitlements for a Project that is acceptable to Developer in Developer’s sole discretion within twenty four (24) months from Closing which may extend pursuant to Section 4.1.1 (“Outside Entitlement Date ”). If Developer has not received all Entitlements by the Outside Entitlement Date (as may have been extended) and either: (i) all statutory or regulatory periods for appealing or otherwise legally challenging the Entitlements, including but not limited to legal challen ges under CEQA, have expired without any appeal or legal challenge being made, or (ii) if an appeal or legal challenge to the Entitlements is made, such appeal or legal challenge has been resolved in a manner acceptable to the Developer in Developer’s sole discretion (“ Developer Receipt of Full Entitlements ”).
Accordingly, where the Original LDA provides the timing of a Post -Closing Development Obligation or a Post -Closing Action referenced in Section 6 is tied to
13 the Close of Escrow, Section 6 is amended to tie those obligations and actions to Developer Receipt of Full Entitlements. Section 6 is further amended to provide that with respect to all the Post-Closing Development Obligations and Post-Closing Actions, (i) Developer shall proceed expeditiously and shall exercise diligent commercial efforts to proceed in accordance with the schedule of performance set forth in Section 6.1 (“Schedule of Performance ”) attached as Exhibit C-1; (ii) Developer shall providing a detailed written progress report every sixty (60) days to the City’s designated lead person/agency with respect to the Project; and (iii) Developer shall respond promptly and in writing to all requests by agencies having jurisdiction over the Project for information regarding the Project.
Discretion Retained By City. City’s execution of this Agreement does not constitute any Project Approval or other approval by City and in no way limits the discretion of City in the environmental review or the permit and approval process in connection with development, construction or operation of the Project or otherwise commit the City’s discretionary powers in any particular manner. Nothing in this Agreement shall in any way limit the discretion of the City in acting in that regulatory capacity, and no action or inaction by the C ity acting in that regulatory capacity shall be a breach or default under this Agreement. Without limiting the preceding sentence, and notwithstanding the title of this Agreement or that the City is a party of this Agreement, neither this Agreement nor any provision thereof shall be deemed under any circumstance to render this Agreement or constitute a development agreement as set forth in California Government Code Sections 65864 et seq.
(a) Section 6.1.1 Phase 1 Final Map Requirements is amended to add new subsection (f) as follows:
“(f) preparation of a schedule for the construction and completion of as well as the provision of access to the residential and public park/access improvements that gives careful consideration to the risks posed by on -going co nstruction activities and to the safety of those who will be occupying the homes and using the public park/access improvements.
(b) A new Section 6.1.7 Additional Requirements is added as follows:
“6.1.7 Additional Requirements. Notwithstanding anything to the contrary in this Agreement, Developer agrees as follows: (a) Prior to the commencement of any site work or construction activity, the Parties shall negotiate and enter into an agreement that details the manner in which (i) the pre - and post -construction condition of Brickyard Cove Road is to be assessed, (ii) the pre -and post - construction roadway condition assessments are to be used in evaluating the extent to which the construction-related will has caused damage to the roadway and in preparing a post -construction roadway rehabilitation program, and (iii) responsibility for funding the repairs required to address the construction-related damage is to be allocated on a pro-rata, fair share basis among the projects using Brickyard Cove Road – where a project’s responsibility for funding repairs is roughly proportional to the project ’s responsibility for causing the damage necessitating the repairs; (b) No impact fees from other projects shall be
14 contributed to this Project; (c) prior to the issuance of the first building permit for residential construction, the Parties shall negotiate and enter into an agreement that details the manner in which maintenance of the Project infrastructure and public park/access improvements is to be performed and funded ; and (d) at all times after the Closing, Developer, at its sole cost and expense, shall continue to implement commercially reasonable security measures, including maintaining barriers and security patrols, in order to keep the Project safe and secure against invasion and occupation by trespassers.”
(c) A new Section 6.1.8 Completion of Construction is added as follows:
“6.1.8 Completion of Construction. Developer shall apply reasonable commercial diligence to the completion of all plans, reviews, construction and development specified in the Scope of Development. Once construction is commenced, it shall be diligently pursued to completion, and shall not be abandoned for more than one hundred eighty (180) consecutive days, except when due to force majeure (as defined in Section 11.6) . Developer shall keep City informed of the progress of construction and submit to City written reports of the progress of the construction wh en and in the form reasonably requested by City.”
(d) A new Section 6.1.9 Rights of Reverter is added as follows:
“6.1.9.1 Right of Reverter. In the event that, following Close of Escrow and prior to payment by Developer to City of the Base Purchase Price, there is a Triggering Event (as defined below) default by Developer (or Developer’s successor(s) in interest) of a material term or condition of the Agreement under Section 9.1, City shall have the right, at its sole option, to reenter and take possession of the Site with all improv ements thereon and to terminate and re -vest in City the estate conveyed to Developer.
“Triggering Event” shall mean any of the following:
(i) Developer fails to obtain the Entitlements by the Outside Entitlement Date (as defined in Section G of this First Amendment regarding Section 6); (ii) Developer fails to commence construction pursuant to the Estimated Schedule of Performance as such Schedule may be changed and modified from time to time;
(iii) De veloper ceases construction for more than one hundred (180) days in violation of Section 6.1.8 except when due to force majeure (as defined in Section
11.6); or
(iv) The Notes become due and owing on December 15, 2028 as the outside maturity date.
A. The right to re-enter, repossess, terminate, and re-vest shall be subject
15 to and be limited by and shall not defeat, render invalid, limit, or impair:
(a) Any mortgage, deed of trust, or other security interests permitted by this Agreement.
(b) Any rights or interests provided in this Agreement for the protection of the holders of such mortgages, deeds of trust, or other security interests.
B. Upon the re-vesting in City of possession to the Property, as provided in this Section 6.1.9.1, City shall, pursuant to its responsibilities under state law, use its best efforts to sell the Site as soon and in such manner as City shall find feasible and consistent with the objectives of such law to a qualified and responsible party or parties (as determined by City), wh ich will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to City.
In the event of a sale of the Property pursuant to the foregoing, the proceeds thereof shall be applied as follows:
(a) First, to reimburse City on its own behalf or on behalf of the City for all costs and expenses incurred by City, including but not limited to, salaries to personnel, legal costs and attorneys’ fees, and all other contractual expenses in connect ion with the recapture, management, and sale of the Site (but less any income derived by City from the Site or part thereof in connection with such management); all taxes, assessments and water and sewer charges with respect to the Site ; any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Site or part thereof; and amounts otherwise owing City by Developer, its successors, or transferees; and (b) Second, to reimburse Developer, its successor or transferee, up to the amount equal to (i) the sum of the Purchase Price paid to City by Developer for the Site, (ii) the costs incurred for the development of the Site and for the agreed improvements existing on the Site at the time of the re-entry and repossession, less (iii) any gains or income withdrawn or made by Developer from the Site or the improvements thereon.
(c) Any balance remaining after such reimbursements shall be retained by City as its property.
To the extent that the right established in this Section involves a forfeiture, it must be strictly interpreted against City, the party for whose benefit it is created.
The rights established in this Section are to be interpreted in light of the fact that City will sell the Site to Developer for development and not for speculation in
16 undeveloped land.”
6.1.9.2 City Discretionary Right of Reverter
In addition to the Reverter rights in City pursuant to Section 6.1.9.1 above, the City shall have certain reverter right, in its sole discretion, according to the following terms and conditions:
A. Prior to seventy-five (75) days after Closing, City may elect to review the LDA Amendment for further approval at a City Council session and by decision noticed to Developer on or before one hundred thirty-five (135) days after Closing, elect in its sole discretion, to disapprove the LDA Amend ment and the consequent tran sfer of the Property to Developer, and cause a retransfer of title back to the City.
B. If City elects to exercise the reverter pursuant to this Section 6.1.9.2 , City shall have the right to reenter and take possession of the Property with all improvements thereon and to terminate and re -vest in City the estate conveyed to Developer, subject to (i) the protections and procedures set forth in Section 6.1.9.1 (A) ; and (ii) the requirement that the City concurrently return the full amounts of the Closing Deposit.
C. In the event of Reverter pursuant to this Section 6.1.9 .2, all studies, plans, and records then currently held by Developer regarding development of the Project shall remain the prope rty of Developer unless City elects , in its sole discretion, to purchase those materials at Developer’s cost and Developer obtain s the written consent of the issuer to such transfer thereby allowing use of same by City, and Developer shall provide reasonable evidence of the costs of such reports.” (e) A new Section 6.1.10 Developer Right to Deed Back Property for Protracted Delay is added as follows:
“6.1.10 Developer Right to Deed Back Property for Protracted Delay. In the event that the Developer Receipt of Full Entitlements (as defined in Section 6) has failed to occur, despite Developer’s good faith, diligent commercial efforts to obtain said entitlements, then from and a fter the Outside Entitlement Date and for a period of sixty (60) days thereafter (“ Option Period ”), Developer may thereafter give written notice to City electing to convey the Property to City (“Election N otice”) pursuant to an escrow whereby Developer shall deliver a grant deed returning title of the P roperty to the City , and within thirty (30) days after delivery of the Election Notice, title to the Property shall be deeded back to the City, with insurable title as evidenced by an ALTA non-extended owners title policy, free and clear of liens and encumbrances (other than non-delinquent real property taxes and similar public exactions) arising after the Closing and matters caused by Developer prior to Closing, and concurrently, the Closing Deposit shall be fully returned to Developer . Developer shall provide standard title company documents to transfer real estate title including, but not limited to, tax documents an owner’s certificate to the title company and documents to remove any items caused by Developer after the Closing . In such event, all studies, plans, and
17 records then currently held by Developer regarding development of the Project shall remain the property of Developer unless City elects, in its sole discretion, to purchase those materials at Developer ’s cost Developer obtain s the written consent of the issuer to such transfer thereby allowing use of same by City , and Developer shall provide reasonable evidence of the costs of such reports . If Developer fails to deliver the Election Notice within the Election Period, such rights shall automatically terminate and be of no further force or effect.” (f) A new Section 6.1.11 Consequences of Court Order Invalidating, Rescinding, or Otherwise Voiding the LDA is added as follows:
“6.1.11 Consequences of Court Order Invalidating or Otherwise Rescinding, or Otherwise Voiding the LDA. In the event that , if litigation brought by a third party within ninety (90) days of the Closing, is a court order invalidates, rescinds or otherwise voids the LDA and the transfer of title to Developer, City and Developer will use prompt and diligent commercial efforts to transfer the Property in accordance with the Court Order. If not otherwise provided in the Court Order to the contrary, the Parties shall be returned to their positions prior to the Closing, including, without limitation, Developer delivering a grant deed for the Property to City, with insurable title as evidenced by an ALTA non -extended owners title policy, free and clear of liens and encumbrances (other than non-delinquent real property taxes and similar public exactions) arising after the Closing and matters caused by Developer prior to Closing, and concurrently, the Closing Deposit shall be fully returned to Developer. Developer shall provide standard title company documents to transfer real estate title including, but not limited to, tax documents an owner’s certificate to the title company and documents to remove any items caused by Developer after the Closing. In such event, all studies, plans, and records then currently held by Developer regarding development of the Project shall remain the property of Developer unless City e lects, in its sole discretion, to purchase those materials at Developer’s cost Developer obtains the written consent of the issuer to such transfer thereby allowing use of same by City, and Developer shall provide reasonable evidence of the costs of such reports.”
H. Section 6.4 Project Labor Agreement is amended to add the following sentence to Section 6.4: “ Subsequent to Closing, Developer and the applicable union representatives shall negotiate in good faith a mutually satisfactory Project Labor Agreement appropriate to the single-family nature of the Project.”
I. Section 6.17 Termination of Agreement is amended to delete it in the entirety and the following is substituted in its place and stead:
“This Agreement shall terminate and shall have no further force and effect after the last to occur of certificate of occupancy for the last Residential Unit excluding indemnity obligations and the final accounting of the amounts due to City pursuant to the Shared Appreciation Note.”
J. Section 9 Default, Remedies and Dispute Resolution is amended as follows:
18 1. Section 9.2 is amended to apply only to defaults which occur prior to the Closing.
2. A new Sections 9.5 Failure to Close is added as follows:
“9.5 Failure to Close. Where the default involves a failure to Close in accordance with the terms and conditions of Section 5 (Escrow and Close of Escrow), the provisions of Section 5.8.1 (Default) shall control.”
3. A new Section 9.6 Limitation on Remedies is added as follows:
“9.6 Limitation on Remedies. Notwithstanding any other provision, in no event shall Seller, or its officers, agents, attorneys, or employees, be liable in damages for any breach or violation of this Agreemen t by Seller except to the extent of the Original Deposit plus any monies paid under the First Note and Second Note (but excluding monies paid under the First Note in discharge of deferred transfer taxes incurred in connection with the Closing). Buyer understands that this limitation of actions is reasonable due to the SLA requirements which will supersede this Agreement if the Closing does not occur as required by Section 5.1.”
J. Section 10 Notice is amended to delete the copy of notice to City to be as follows:
Office of the City Attorney
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-1630
Attn: David Aleshire, City Attorney
Tel. (510) 620-6509
Facsimile: (510) 620-6518
Email: [email protected]
K. Section 11.8 Assignment is hereby reaffirmed and is additionally amended to provide that t he provisions of Section 11.8 are made specifically applicable to the City’s consent to any post -closing assignment, participation, sale, or transfer of any controlling ownership interest in Developer, and to any transfer of ownership of the Project and its Entitlements, and the Notes and Deeds of Trust issued pursuant to this Amendment shall be subject to the provisions of Section 11.8 and shall so reflect by an express cross- reference hereto.
L. Section 11.25 Indemnity is hereby reaffirmed as set forth in the Original LDA.
M. Section 11.28 Exhibits is amended as set forth below. The Revised and New Exhibits below are attached to this First Amendment. All exhibits originally attached to the LDA remain in effect except Exhibit G which is deleted in its entirety. .
19 Revised Exhibit A Revised Property Description
Revised Exhibit B Terminal One Property Site Map
Revised Exhibit C
New Exhibit C-1
Revised Scope of Development
Schedule of Performance
New Exhibit C-2 Brickyard Cove Roadway Rehabilitation and Transfer Plan and Neighborhood Mitigat ion
Requirements
Revised Exhibit F Revised Grant Deed
New Exhibit M-1 First Note
New Exhibit M-2 First Trust Deed
New Exhibit N-1 Second Note
New Exhibit N-2 Second Trust Deed
New Exhibit O-1 Shared Appreciation Note
New Exhibit O-2 Third Trust Deed
5. City to Execute . The person(s) executing this First Amendment on behalf of Developer represent and warrant that: (i) Developer is duly organized and existing under the laws of California; (ii) it is duly authorized to execute and deliver this First Amendment on behalf of Developer; (iii) upon execution, this First Amendment is binding upon Developer; and (iv) entering into of this First Amendment does not violate any provision of any other agreement to which Developer is bound.
6. Construction. This Agreement shall be construed according to its fair meaning as if prepared by both Parties to this Agreement and in accordance with the intent of the Parties.
This Amendment shall also supersede any and all discussions or other documents pertaining to the subject matter herein. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
7. Execution in Counterparts. This First Amendment may be executed in counterparts, and all so executed shall constitute one agreement binding on both Parties hereto, notwithstanding that both P arties are not signatories to the original or the same counterpart.
8. Electronic Execution . The Parties agree that this First Amendment may be executed by either or both parties in compliance with UETA or ESIGN. For clarification, DocuSign and AdobeSign are acceptable for compliance with this section. Notwithstanding the foregoing, the approval as to form signature of David Aleshire as City Attorney may be done via PDF.
9. Full Force and Effect. Except as specifically provided in this First Amendment, the terms of the Existing LDA shall remain unchanged and in full force and effect.
1 REVISED EXHIBIT A
REVISED PROPERTY LEGAL DESCRIPTION
That certain real property in the City of Richmond , County of Contra Costa, State of California legally described as follows:
CONTINUED ON NEXT PAGE
2
1 REVISED EXHIBIT B
REVISED SITE PLAN
EXHIBIT “C”
01337.0024/847055.1
REVISED SCOPE OF DEVELOPMENT
FOR THE
TERMINAL ONE PROJECT
(12/25/22)
I. INTRODUCTION
A. The Terminal One Planned Area Plan
In July of 2016, the City Council of the City of Richmond adopted Resolution No. 63-16 and Ordinance No. 13-16 N.S. approving the Terminal One Project (the “Original Project Approvals”). The Original Project Approvals included the rezoning of the Terminal One Property located at 1500 Dornan Drive, Richmond, CA -- APNs 580-420- 006, 580-420-007, and 580-420-010 -- (the “Project Site”, or “Site”) to Planned Area (PA) District and the approval of the Planned Area (PA) Plan for the Terminal One Project (the “PA Plan”).
The approved PA Plan makes provision for development on the Terminal One Property of a master-planned mix of land uses (the “Original Project”) with two principal components:
1. “a residential neighborhood with 323 residential dwelling units and associated common area amenities” (PA Plan at p. 1); and
2. “a public waterfront park with parkland-related amenities” (PA Plan at p. 1).
The residential component of the Terminal One Project is also known as “Latitude.” The original 323-unit residential neighborhood contemplated by the PA Plan included 302 condominium flats, 21 townhomes, and two podium garages. Following approval of the PA Plan, the total unit count for the Original Project was reduced to 316 total units, including 295 condominium flats. The condominium flats would range in size from one bedroom to three bedrooms and would be constructed in five multi-family buildings to be built over two partially sub-grade single-story podium garages, with building heights extending four- and five-stories above the podium garages. The 21 townhomes would range in size from three to four bedrooms, would be two- and three-stories in height, and would be configured as single-family residences to be constructed at grade along the southern edge of the Original Project’s two podium garages, with the second floor at the rear of the townhome units extending over and sitting on top of the podium structures.
The public waterfront park contemplated by the PA Plan would extend the length of the Terminal One shoreline and would include the following principal elements:
01337.0024/847055.1 2
1. the existing 100+ year old, structurally deficient Municipal Wharf No. 1 repurposed as a public park amenity and the centerpiece of the waterfront park;
2. a shoreline extension of the San Francisco Bay Trail;
3. a new ring road at the perimeter of the residential neighborhood;
4. a north/south promenade through the center of the residential neighborhood which would provide a pedestrian and bicycle connection and view corridor between the Original Project’s Brickyard Cove Road frontage and the Terminal One waterfront park and shoreline; and
5. an entry plaza at the northwest corner of the Project Site that would provide a gateway to the waterfront park and include a small 2,000± square foot node of visitor-serving retail space.
B. Changed Circumstances Occurring During and Following Completion of the Entitlement Process
Although the Terminal One PA Plan was approved in July of 2016, the process of securing the additional regulatory entitlements required to develop the land use program for which provision is made in the PA Plan was not completed until roughly 3½ years later when the San Francisco Bay Conservation and Development Commission (“BCDC”) finally approved a Major Permit for the Original Project on March 5, 2020.
By the time the Original Project was fully entitled, almost seven years had passed since the Project Applicant had submitted its original redevelopment proposal for the Terminal One Site. During this extended entitlement period, the economic factors and market forces which collectively determine the feasibility of financing and constructing new developments such as the Terminal One Project, underwent significant changes. As a result of these changed circumstances, by the time the Original Project was fully approved in 2020, the total costs of developing the Original Project and bringing to market the Original Project’s 316 condominium units exceeded the total revenues that would have been generated by the sale of the condominium units. And, of course, when the cost of a project exceeds the market value that is created, the project is no longer economically feasible to develop.
In the 2¾ year period following BCDC’s March 2020 approval of the Project, the prospect of financing and constructing the Original Project contemplated by the PA Plan has become even more challenging as the COVID-19 pandemic has adversely impacted demand for multi-family condominiums at the same time that the costs of constructing this type of housing have risen dramatically. To address the widening discrepancy between project costs and market value that has made the approved Original Project economically infeasible, the Project Applicant has redesigned the residential component
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of the Project as a 154± unit single-family residential (“SFR”) subdivision (the “SFR Project”). This SFR redesign restores the economic viability of the Terminal One Project by combining the significantly lower costs involved in constructing single-family homes with the higher market values these homes generate.
C. The Purpose of the SFR Project -- To Provide an Economically Viable Development Option
The purpose of the SFR Project that is the subject of this Revised Scope of Development is to provide the Project Applicant with an economically viable single-family residential development option that can be developed on the Terminal One Site as an alternative to the original multi-family condominium project Original Project which is economically infeasible to either finance or construct. Although the SFR Project would substitute a single-family residential subdivision for the approved multi-family condominium project, it would retain the principal features of the Terminal One Waterfront Park as described above, with the single exception of the ring road. The SFR Project would replace the ring road with an extension of Dornan Drive from the Brickyard Cove Road intersection to a turn-around bulb located adjacent to the west end of the Wharf.
II. OVERVIEW OF SFR PROJECT
A. The Land Use Program for the SFR Project
The Terminal One SFR Project contemplates the redevelopment of a 13+ acre shoreline site that previously served as a port terminal and tank farm. As illustrated by the conceptual site plan attached as Exhibit A to this Revised Scope of Development (the “SFR Site Plan”), the Terminal One SFR redevelopment program proposes to replace these abandoned, heavy industrial land uses with the following two new interrelated master-planned developments:
• A 4± acre waterfront park (the “Terminal One Waterfront Park”) -- consisting of Municipal Wharf No. 1 repurposed as a public park facility, together with public access improvements and open space features -- that is designed:
a. to create a compelling “sense of place” that will celebrate the Terminal One Site’s dramatic shoreline setting, with its panoramic Bay-views and tideland ecology;
b. to provide the greater Richmond community with multi-modal access to the Site’s extraordinary waterfront attributes;
c. to complement and connect to the 307-acre Miller-Knox Regional Shoreline Park that abuts the Site’s western and northern edges; and
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d. to enable the public to engage both physically and visually with the marine environment and parkland resources that give this Bay-front Site its special character.
• A 9± acre residential neighborhood (the “Latitude Residential Neighborhood”) - - consisting of 154± single-family homes and 30± Junior Accessory Dwelling Units (“Junior ADUs”) -- that is designed:
a. to expand the range of housing opportunity in Richmond and to contribute to the City’s effort to provide for its State-mandated fair share allocation of regional housing need;
b. to reflect a design that is inspired by and pays tribute to the Site’s unique shoreline/parkland setting;
c. to embrace a new urbanist approach to planning, sustainable design concepts, and smart growth principles that emphasize compact development, efficient use of infrastructure, reservation of public parkland and open space, and preservation of ecological values; and
d. to create a complementary interface between the public open space of the Waterfront Park and the private habitable space of the Latitude residences that celebrates social engagement, inter-personal connectivity, and community.
B. The Terminal One Waterfront Park
The Terminal One Waterfront Park is designed to provide the public with an opportunity to connect to, experience, and enjoy the Terminal One shoreline’s ecological attributes and visual character, which are at the heart of the sense of place the Terminal One Project is intended to create.
This signature element of the Terminal One Project:
• will encompass the entire Terminal One shoreline;
• will feature a robust public access program, including a shoreline extension of the San Francisco Bay Trail;
• will function as a community resource in concert with the adjacent 307-acre Miller-Knox Regional Shoreline Park;
• will serve as both a waystation and destination of choice on the Bay Trail; and
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• will provide a refuge where the Richmond community can experience and enjoy the special beauty and captivating allure of the San Francisco Bay shoreline and can connect with the natural order of the waterfront environment on an intimate level.
Principal Features of the Waterfront Park
The land use plan for the Waterfront Park, as illustrated in the SFR Site Plan attached as Exhibit A, incorporates the following principal elements:
1. Terminal One Wharf Park-- The existing blighted and seismically unstable 49,950± SF Municipal Wharf No. 1 will be structurally retrofitted and reprogrammed for public use as a park amenity and a special public moment along the new shoreline leg of the Bay Trail. The Wharf Park will serve as the centerpiece of the Terminal One Waterfront Park and will be designed to recall the history of the Wharf while, at the same time, bringing to life this tired and hazardous structure that was once the port terminal’s reason for being – investing it with a new public purpose, and transforming it into a vital community attribute that will complement the diversity of open space experiences and recreational opportunities already afforded by the adjacent Miller-Knox Regional Shoreline Park. The primary goal of the reuse plan for the Wharf is to provide public access to the panoramic Bay-views and the extraordinary Bay-front resources that the Wharf affords. To achieve this goal, the reuse plans contemplate the creation of a pedestrian promenade along the Wharf’s waterfront reach, the length of which will be lined by a series of interconnected and elevated program areas, including a family picnic pavilion, an informal play theater, a flexible lawn area, a coastal garden, and a raised viewing deck.
2. Bay Trail Shoreline Loop -- The Project will include a new segment of the Bay Trail that will ring the eastern, southern, and western perimeter of the Site extending from Brickyard Cove Road at the northeastern corner of the Site to the Dornan Drive intersection and the Miller-Knox Park at the northwestern corner of the Site. For most of its length, the Bay Trail Loop will consist of a minimum 12- foot-wide paved section with 3-foot-wide DG shoulders and will provide direct bicycle and pedestrian access to the Terminal One Waterfront Park and shoreline from the existing Bay Trail. The raised elevation of the Bay Trail Loop will also function as a flood barrier, providing protection to the interior of the Site from both storm events and sea level rise.
3. The Terminal One Gateway Plaza and Retail Node -- The Project’s Gateway Plaza will anchor the northwest corner of the Project Site, providing a public gathering place, a San Francisco Bay/Marin Headlands overlook, a gateway to the
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Waterfront Park, and a centering point of reference connecting the Project’s residential neighborhood to the east, the Miller-Knox Park to the west and north, and the Terminal One Waterfront Park and San Francisco Bay frontage to the south. The Gateway Plaza will incorporate outdoor café seating and a small retail node that may be put to use as a coffee shop, a café, a deli, a kayak/bicycle rental, a small market, or other visitor/neighborhood-serving retail use.
4. The Shoreline Greenbelt -- The Terminal One Waterfront Park will also include a Shoreline Greenbelt that will occupy the open space corridor that lines the northern frontage of the Bay Trail Loop’s shoreline reach. This Shoreline Greenbelt will incorporate a stormwater treatment bioswale and will serve as an organic buffer and transitional space between the Waterfront Park-related land uses to the south and the residential land uses to the north.
5. Dornan Drive Shoreline Extension – A southern extension of Dornan Drive will connect the Dornan Drive/Brickyard Cove Road corridor to the Terminal One Wharf and scenic shoreline, will provide the larger Richmond community with vehicular access to the Waterfront Park, and will include a drop-off/loading area adjacent to the west end of the Wharf Park as well as on-street parking along the Dornan Drive frontage.
6. The Central Promenade -- The public will also have access to the Project’s Central Promenade that will extend from the Brickyard Cove Road corridor at the Site’s northern edge through the center of the residential neighborhood to the Waterfront Park and shoreline at the Site’s southern edge. This pedestrian promenade is designed: (i) to open the site along a north/south axis; (ii) to tie together the Project’s park and residential land uses; (iii) to bring the public realm into the Project’s core; (iv) to establish a visual and physical connection between the Miller-Knox Park headlands and the San Francisco Bay shoreline across the Project Site; and (v) to provide internal Project connectivity.
7. Other Notable Features of the Waterfront Park -- In addition to the principal features of the Waterfront Park described above, the Park will also include:
• Bay Trail Way-Side Park -- A pocket park will be developed adjacent to the eastern reach of the Bay Trail Shoreline Loop.
• Bay Tidelands Preserve -- A dedicated marine ecology preserve will be created east of the Wharf Park and protected from development in perpetuity.
• Bay Trail Commuter Extension – The Project will also extend the existing Bay Trail segment north of Brickyard Cove Road from its current terminus
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opposite the main Project entry to connect with the new Bay Trail Shoreline Loop at the Dornan Drive intersection.
• Waterfront Park Visitor Parking – The Project will provide approximately 45 parking spaces for use by visitors to the Waterfront Park, including on- street parking along the Brickyard Cove Road corridor in addition to the public on-street parking that will be provided along the Dornan Drive Extension, as referenced above.
C. The Latitude Residential Neighborhood
The creation of the Latitude Residential Neighborhood involves the transformation of a seismically unstable, brownfield site previously put to industrial use into a 9± acre residential neighborhood.
Principle Features of the Latitude Residential Neighborhood
The Latitude Residential Neighborhood, as illustrated in the SFR Site Plan attached as Exhibit A, will occupy the interior of the Terminal One site and will consist of a diverse mix of 154± single-family residential units and 30± Junior Accessory Dwelling Units.
The single-family homes will range in size from approximately1,800-2,700 square feet, will include both three- and four- bedroom units, and will be two- and three-stories in height. Each of the homes will have a two-car garage.
1. The Single-Family Home Plans.
The SFR Project’s single-family residences will include a diverse mix of six different home plans, as summarized below, each of which is designed to occupy a particular station within the Latitude subdivision and to take advantage of the opportunities afforded by that location on the Site:
• Plan #1 – two-story, three-bedroom, single-family detached (“SFD”) homes.
Most Plan #1 homes will occupy perimeter lots overlooking the Project’s San Francisco Bay frontage. Plan #1 homes will have a hybrid orientation with the home’s main entry and garage accessed off an interior street and with a “beach” entry and the principal living areas of the homes (including the first floor great room and covered porch and the second floor master bedroom and covered deck) fronting either on the Dornan Drive Extension, with unobstructed views of the Marin Range and Mt. Tamalpais to the west, or on the eastern/southeastern reach of the Bay Trail Loop, with views across the Yacht Club campus extending from the San Pablo Ridge Line to the Oakland hills and Bay Bridge to the east.
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• Plan #2 – two-story, four-bedroom, SFD homes. The Plan #2 homes will occupy the Project’s prime lots overlooking the southern waterfront. These larger two- story homes will have a hybrid orientation with the home’s main entry and garage fronting on an interior street and with a beach entry and the principal living areas of the homes (including the first-floor great room and covered porch and the second-floor master bedroom and covered deck) fronting on the Project’s shoreline reach, with its Shoreline Greenbelt open space corridor, Bay Trail Shoreline Loop, Wharf Park, and panoramic views of the Bay Bridge and San Francisco skyline directly to the south; the rising sun and topography of the East Bay to the east; and Angel Island, the Marin headlands, and the setting sun to the west.
• Plan #3 – three-story, four-bedroom, SFD homes, which will be constructed on two rows of lots located immediately to the north of and parallel to the row of two-story homes that will front on the Project’s Shoreline Greenbelt and southern waterfront. The Plan #3 homes will have a more traditional street orientation with the home’s main entry, garage, and principal living areas (including a large, covered deck off the second-floor great room and the third-floor master bedroom) fronting on an interior street. These homes will have optional roof decks and ground-floor Junior ADUs. Most of these three-story homes will have filtered Bay-views to the south over and around the two-story homes that front on the Shoreline Greenbelt.
• Plan #4 – three-story, four-bedroom, SFD homes, most of which will occupy perimeter lots overlooking the eastern and southeastern segments of the Bay Trail Loop. These Plan #4 homes will have a hybrid orientation with the home’s main entry and garage accessed off of an interior street and with the principal living areas of the homes (including the second-floor great room and covered deck and the third-floor master bedroom, also with a covered deck) fronting on the eastern/southeastern reach of the Bay Trail Loop, with views of the East Bay across the Yacht Club campus. The Plan #4 homes will have optional roof decks and ground-floor Junior ADUs with separate entries that will provide direct access to the Bay Trail.
• Plan #5 – smaller three-story, four-bedroom, SFD homes which will occupy interior lots. The Plan #5 homes will have alley-loaded rear garages with the main entry and principal living areas of the homes (including the second-floor great room and the third-floor master bedroom) fronting on the Project’s Greenway Corridors. These homes will also have large second-floor covered decks overlooking the Greenway Corridors as well as optional roof decks.
• Plan #6 – three-story, four-bedroom, single-family attached (“SFA”) duplex homes which will occupy both perimeter lots along the Project’s Brickyard Cove
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Road frontage and interior lots that front on the Project’s Greenway Corridors.
These Plan #6 homes are designed to function as live/work units with ground- floor flex space that can be used as a home office or commercial workspace. The main entries to and principal living areas of these homes (including the second- floor great room and covered deck and the third-floor master bedroom) will front on Brickyard Cove Road or the Greenway Corridors within the Project, with rear- loaded garages. The floor plans for these live/work units will offer a ground-floor option that would provide a separate dedicated commercial entry to the home’s workspace off of Brickyard Cove Road.
2. The Junior Accessory Dwelling Units.
As noted above, the SFR Project’s 30 larger three-story SFD homes (i.e., the Plan #3 and Plan #4 units) will include Junior ADUs. These accessory units will be roughly 400 SF in size, will be located on the ground-floor of the larger three-story SFD homes, and will have a kitchenette, a bathroom, a living/sleeping area, and a separate entrance. They will function as a studio or one-bedroom unit within the single-family structure and are designed to provide housing opportunities:
a) To address underserved demand profiles, including family members (such as grandparents and adult children), caregivers, guardians, custodians, and students;
b) To address the needs of homeowners (particularly seniors who are living on fixed incomes) who want to generate supplemental rental income; and
c) To provide affordable accommodations for renters.
The Junior ADUs are also designed to enable their use as an integrated component of the living space of the single-family homes of which they are a part. In this capacity, they can be used as an additional bedroom, a home office, or a flexible self-contained workspace.
3. The Greenway Corridors.
The main entries and principal living areas of most of the homes that occupy the interior of the residential neighborhood will front on landscaped Greenway Corridors, with garage access provided by alleys at the rear of the residences. These landscaped pedestrian paseos are designed to create a walkable context that ties the neighborhood together, provides access to the Waterfront Park and shoreline resources at the neighborhood perimeter, and enhances the opportunities for social contact and interaction.
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4. The Common-Area Amenity Space.
The residential land use plan for the SFR Project also makes provision for common- area amenity space, including a Homeowners Association-operated Neighborhood Center located near the southwest corner of the Latitude Residential Neighborhood.
This 3,500± square foot recreation center will be designed to serve the Latitude Residential Neighborhood and will include lounge, fitness, meeting/assembly, and common-room space.
5. Density and Coverage.
At build-out of the SFR Project, the development of the Project’s residential neighborhood will result in:
a. An overall density equal to approximately 15.3 units per net developable acre1; and
b. An overall coverage factor equal to approximately 30% of the gross developable area of the site.2
III. THE PLACE-MAKING OBJECTIVES DRIVING DESIGN
OF THE SFR PROJECT
A. Principal Programmatic Objectives of the SFR Project
The character of the place the SFR Project is intended to create is driven by the following two principal programmatic objectives:
1. To celebrate the Site’s dramatic waterfront setting – with its unobstructed panoramic Bay views, waterfront ecology, and parkland resources; and
2. To provide both visitors to the Waterfront Park and residents of the Latitude Neighborhood alike with an opportunity to connect not only to the Terminal One shoreline but also to each other in ways that will energize their common experience, activate shared space, and generally enrich the relationships that bind a community together.
1 The Project’s “gross developable area” is equal to the gross area of the dry land portion of the Project Site: 12.6± acres or approximately 548,856 SF. The Project’s “net developable area” is calculated by applying a land use efficiency factor of 80% to the gross developable area: 12.6± acres x 0.8 efficiency factor = 10.08± net developable acres. The overall “project density” is calculated by dividing the total number of dwelling units to be developed on the Terminal One site ( 154 DUs) by the net developable acreage (10.08± acres): 15 4 DUs/10.08± net developable acres = 15.3± DUs per net developable acre.
2 The Project’s “coverage factor” is calculated by dividing the area of the total building footprint ( 166,000± SF) by the gross developable area (548,856± SF): 166,000± SF/548,864±SF = 30% coverage.
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B. Land Use Planning Strategies Employed to Realize Place-Making Objectives
In pursuit of these dual place-making objectives, the land use plan of the SFR Project employs a number of design strategies, including:
• A Multi-Modal Public Access Program -- including the Bay Trail Shoreline Loop, the Dornan Drive Shoreline Extension, and the Central Promenade -- designed to provide the greater Richmond community with opportunities to access the panoramic views afforded by the SFR Project’s shoreline location and to connect physically as well as visually not only with the Terminal One Waterfront Park and shoreline resources but also with the extraordinary Bay-shore and parkland environment that adjoins the Terminal One Project on three of its four sides.
• A Public Waterfront Park Program -- incorporating a variety of features, including the Wharf Park facilities, that are designed to enhance the visitor experience by functioning in a programmatic capacity to provide opportunities for both active and passive engagement with the Terminal One waterfront and the Project’s shoreline resources. These opportunities to connect with the natural order and its setting on an intimate and personal level, in turn, give the SFR Project its special sense of place and unique character.
• A Four-Tiered Land Use Plan -- consisting of:
a) Tier One -- The First-Tier land uses consist of the principal public park/open space and public access features of the Project, including the Wharf Park, the Bay Trail Loop, and the Dornan Drive Extension, which will occupy the Project’s prime acreage at the site perimeter where the unobstructed, panoramic Bay-views, the ecological values, and the recreational opportunities afforded by the Terminal One waterfront and the Miller-Knox Regional Shoreline are most immediately accessible.
b) Tier Two – The Second-Tier land uses consist of the 59± single-family homes located at the perimeter of the Latitude neighborhood -- including the two- story SFD homes that line the SFR Project’s shoreline reach, the two-story SFD homes that front on the Dornan Drive Shoreline Extension, the three-story SFA duplex homes that front on Brickyard Cove Road, and the two- and three- story SFD homes that line the eastern/southeastern reach of the Bay Trail Loop opposite the Richmond Yacht Club. The main living space of all of these homes will front on the public access corridors that surround the residential development (i.e., the Dornan Drive Extension, the southern and eastern segments of the Bay Trail Shoreline Loop, and Brickyard Cove Road). These
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Second-Tier homes are designed to create the primary interface between the public space that encircles the SFR Project and the residential space that lies within. These homes:
(i) Are designed and oriented so as to capture the commanding visual prospects which the Site’s southern exposure and projection into the Bay make possible.
(ii) Will make liberal use of window openings and glazing:
• to frame the dramatic views,
• to capture the natural light,
• to open the indoor space to the more expansive reach of the outdoor environment and natural order, and
• to enable a more intimate visual connection and sense of engagement with the waterfront setting.
(iii) Will feature home entries which front on the public access corridors which surround the site, with beach entries, landscaped walkways, first- floor covered porches, and second- and third-floor covered decks to foster an integration of indoor and outdoor space and create a welcoming presence that invites social interaction and provides an opportunity for the type of inter-personal engagement that plays a critical role in bringing communities to life.
The Second-Tier homes that occupy the prime view lots along the southern and western perimeter of the Site will all be two-story residences that will step up to the three-story homes occupying the interior of the site. The transition between the two- and three-story homes is designed not only to create a visually appealing shoreline aesthetic and graduated sense of scale, but also to provide the three-story homes at the Project’s interior with view opportunities over the two-story homes at the residential perimeter.
The Second-Tier duplex homes that front on Brickyard Cove Road are designed to function as live/work units and will include a ground-floor workspace with the option for a dedicated entry off the Brickyard Cove Road corridor.
The Second-Tier three-story homes that line the Project’s eastern and southeastern border will include ground-floor Junior ADUs that will have
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separate entries and that will front on and have direct access to the Bay Trail Shoreline Loop.
c) Tier Three – The Third-Tier land uses consist primarily of three-story SFD homes which will be aligned inside and overlook the two-story First-Tier homes located at the southern perimeter of the residential development. The principal living space of the Third-Tier three-story SFD homes will be located on the second and third floors and these homes will have optional roof decks to optimize access to views and light. Most of these three-story homes will have partial views of the Bay over the two-story homes that line the residential neighborhood’s southern perimeter.
d) Tier Four – The Fourth-Tier land uses consist of smaller three-story SFD homes and SFA duplex homes which will occupy the interior of the site.
Because these units will not have access to the views enjoyed by the Second- and Third-Tier units, the design of these homes will instead emphasize the second place-making objective of the Project – the creation of opportunities for the sort of social contact and engagement that enriches relationships and binds communities together. To this end, all of the Fourth-Tier homes will have alley- or rear-loaded garages and will front on Greenway Corridors with landscaped common-area walkways to encourage the kind of incidental and improvisational social encounters that make neighborhoods interesting.
C. Comparing the Latitude Residential Neighborhood to a Suburban Subdivision
The Latitude Residential Neighborhood is designed to create a very different sense of place than the type of subdivision found in many suburban locations.
Suburban subdivisions often have a character that is both insular and inwardly focused -- with exterior edges designed to create a sense of enclosure; with homes designed to exclude external elements; with front doors opening onto auto-centric streetscapes that are dominated by driveways, garage doors, and recessed entries; with site plans that are largely devoid of significant public park and open space features; and with little integration of public and private space.
The Latitude Residential Neighborhood, on the other hand, is designed to create a very different sense of place with:
• an outward orientation and focus on the shoreline environment and parkland resources surrounding the site;
• exterior edges that are designed to create both:
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(a) a sense of engagement with the external environment that celebrates the site’s dramatic waterfront setting and
(b) an interface between the public space at the perimeter of the residential neighborhood and the habitable space within the neighborhood that provides an opportunity for the kind of social interaction between residents and visitors that bind a community together;
• homes that are designed to capture both views and natural light and open the indoor space to the more expansive reach of the outdoor environment; • a pedestrian-oriented circulation plan that emphasizes walkable access to the waterfront and to the parkland and open space features that surround the site and give the site its special character, with the majority of homes fronting on the public access corridors at the neighborhood perimeter and on Greenway Corridors within the neighborhood; and
• A compact residential land use plan that reserves roughly 30% of the site for dedicated public park and public access uses, including the Project’s prime acreage along the entire Terminal One shoreline where the panoramic Bay-views, ecological values, and recreational opportunities are most accessible.
IV. OTHER COMPONENTS OF THE SFR PROJECT’S
LAND USE PROGRAM
A. Project Circulation
The Terminal One Project circulation plan will include the following principal components:
1. Regional Project Access -- Primary vehicular access to the Project from regional locations will be provided by U.S. Highway 580 (“I-580”) by way of Dornan Drive and the Dornan Drive Tunnel. Secondary access to the site from I-580 will also be available via Canal Boulevard/West Cutting Boulevard, Seacliff Drive, and Brickyard Cove Road. The Richmond BART station located at 1700 Nevin Avenue provides access to regional transit service through the BART system as well as to statewide and national rail service through the Amtrak system. The BART/Amtrak stations can be accessed from the SFR Project by way of surface streets (Dornan Drive/South Gerrard Blvd/ to West Macdonald Avenue) at a distance of 3.1 miles.
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2. Ferry Service to San Francisco -- In addition, ferry service between Richmond and San Francisco, operating out of the new terminal facility located at the Craneway Pavilion, can be accessed from the SFR Project by way of surface streets (Dornan Drive/Cutting Boulevard/Harbour Way) at a distance of approximately 3.5 miles.
3. Brickyard Cove Road -- The Terminal One circulation plan assumes the continued operation of Brickyard Cove Road as a two-lane collector roadway which will not only provide access to the Latitude Residential Neighborhood but will also provide commuter, commercial, and other through-traffic with a means of bypassing the Project. Access to the Latitude neighborhood will be by way of two street entrances off Brickyard Cove Road. The main entrance will be located at the center of the Project’s Brickyard Cove Road frontage. This location will also serve as the entry point for the Central Promenade. A secondary entrance will be provided at the northeast corner of the Project Site. In addition, the Brickyard Cove Road corridor that extends the length of the Project Site’s northern boundary will include 34± on-street public parking spaces.
4. The Dornan Drive Shoreline Extension -- The Project will include a southern extension of Dornan Drive from its current terminus at the northwest corner of the Project Site to a turn-around bulb located adjacent to the west end of the Wharf Park. The Dornan Drive Shoreline Extension will provide direct vehicular access to the Terminal One Waterfront Park with a drop-off/loading area at the Wharf Park. In addition, the extension of Dornan Drive will include 11± on-street parking spaces for park visitors.
5. The Central Promenade -- The SFR Project’s pedestrian/bicycle circulation system will also include an internal promenade extending through the center of the residential neighborhood on a north/south axis. The Central Promenade is designed to function as one of the Project’s principal connecting elements. In this regard, it will serve as a pedestrian and bicycle-oriented paseo that will not only connect the Brickyard Cove Road corridor to the north with the SFR Project’s Waterfront Park and shoreline to the south, but will also connect the Project’s interior core and its exterior perimeter. In the process, the Central Promenade will provide an interactive interface between the Project’s public realm and its more private residential countenance. This integrating feature of the Project’s pedestrian circulation system will also provide a physical and visual link between the Miller- Knox Park headlands to the north of the Project Site and the San Francisco Bay shoreline to the south.
6. Pedestrian and Bicycle Circulation -- The Terminal One circulation system is designed to prioritize pedestrian and bicycle modes of travel. It features:
• a shoreline extension of the Bay Trail (the Bay Trail Shoreline Loop) providing bicycle and pedestrian access to the SFR Project’s Waterfront Park from off-
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site locations to the east, north, and west by way of connections to existing Bay Trail facilities;
• a “commuter” extension of the Bay Trail (the Bail Trail Commuter Extension) which will run from the existing terminus of the Bay Trail located on the north side of Brickyard Cove Road opposite the midpoint of the SFR Project’s northern frontage to the Dornan Drive/Brickyard Cove Road intersection, where it will connect with existing segments of the Bay Trail located in the Miller-Knox Park and with future on-street bike lanes planned for the Dornan Drive corridor; and
• an interconnected network of Greenway Corridors, sidewalks, and the Central Promenade within the Latitude Residential Neighborhood designed to:
(i) provide connectivity within the residential neighborhood, (ii) tie together the SFR Project’s residential and park-related land uses, and (iii) to provide residents, guests, and visitors alike with access to the shoreline and parkland resources at the perimeter of the Site.
7. Circulation Plan Elements Designed to Deemphasize the Automobile -- In recognition of the importance of (a) creating a sense of place which celebrates the natural order and ecological attributes of the shoreline, and (b) the priority assigned to pedestrian and bicycle circulation as a means of providing access to these attributes at a more intimate level, the SFR Project’s circulation plan is designed to deemphasize the automobile. To this end, the plan incorporates the following elements:
• As noted above and further discussed below, Brickyard Cove Road has been retained as a collector roadway. Operating in this capacity, Brickyard Cove Road will serve two functions. First, it will provide commuter and commercial traffic with a means of bypassing the Latitude Residential Neighborhood, reducing both (a) the volume of traffic using the streets within the subdivision and (b) the potential conflicts between commuter/commercial traffic (where the focus is on the through-put of this existing roadway and on minimizing travel time and distance) and resident/guest traffic (where the focus is on the neighborhood-serving character of the roadway network within the Latitude subdivision).
• By locating the two entrances to/exits from the Latitude Residential Neighborhood off Brickyard Cove Road, and by designing the single-family homes that front on the Dornan Drive Extension with rear-loaded garages, the Project’s circulation plan allows residents of the Latitude neighborhood (and
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their guests) to access their homes without the need to make use of the Dornan Drive Extension. This shoreline roadway has, in effect, been reserved for use by those members of the public interested in accessing the Project’s Waterfront Park and shoreline attributes.
• The design of the on-site vehicular circulation system also incorporates traffic calming features that function to prioritize pedestrian and bicycle modes of travel and reduce the threat posed by vehicular traffic to the safety of those walking and bicycling. These features include a roadway network within the residential neighborhood that makes widespread use of alleys and incorporates short, interconnected street sections with 10-foot travel lanes and other traffic calming measures such as raised crosswalks/speed tables, stop signs, on-street parking, and a “Safety Zone” designation with a posted speed limit of 20 mph. • Almost all resident parking will be hidden from view within the two-car garages that are a part of each single-family home.
B. Parking
A total of approximately 408± parking spaces will be provided by the Project, consisting of 362± spaces for residents and guests within the Latitude subdivision (resulting in a parking ratio of 2.35± spaces per single-family home) and 46± public spaces along the SFR Project’s Dornan Drive and Brickyard Cove Road frontages.
1. Resident and Guest Parking -- Parking for residents and guests of the Latitude Residential Neighborhood will be provided within the subdivision and will consist of 308± garage spaces, 18± tandem driveway spaces on covered parking pads, 21± on-street parallel parking spaces, and 15± parking stalls.
2. Visitor Parking – Parking for visitors to the Terminal One Waterfront Park will consist of 11± on-street spaces along the Project’s Dornan Drive frontage, and 35± on-street spaces along the Brickyard Cove Road Frontage. \
C. Utilities
1. Water and Wastewater -- The SFR Project will rely on existing and available water and wastewater treatment and off-site transmission/conveyance capacity.
Additional on-site water and wastewater lines, laterals, connections, and other improvements will be constructed as needed to tie into the existing backbone infrastructure and adequately serve the Project.
2. Stormwater -- The SFR Project will employ a system of bioswales and other natural treatment measures to collect, retain, and treat stormwater run-off on-site.
01337.0024/847055.1 18
Following on-site treatment, stormwater run-off will be conveyed to an existing 54-inch storm drain line and outfall for off-site discharge.
D. Inclusionary Housing
Ten percent of the homes in the SFR Project will be made available to moderate-income households at affordable sales prices in accordance with the provisions of Richmond Municipal Code Section 15.04.603 – “Inclusionary Housing and Affordable Housing Linkage Fee” and Richmond Municipal Code Section 15.04.602 – “Affordable Housing Density Bonus.”
V. CONSIDERATION OF ALTERNATIVE PLAN
WITH REMOVAL OF WHARF
As noted in the preceding description of the proposed Project, by the time the original 316-unit, primarily multi-family, condominium project was fully approved in March of 2020, the project was no longer economically viable due to a combination of factors. The changed circumstances adversely impacting the Project economics included:
1. The identification of approximately $21 Million in extraordinary costs to mitigate hazardous conditions and otherwise prepare the Site for redevelopment and to construct the public park and public access improvements, including the costs associated with:
a) seismically stabilizing the site,
b) completing the clean-up of soil and groundwater contamination, c) structurally retrofitting the wharf,
d) addressing flood risk associated with sea level rise, e) engineering the un-engineered artificial fill covering the entire site, f) demolishing the lead paint-contaminated warehouse, and g) constructing the public waterfront park and public access improvements; and
2. The challenges posed by:
a) multi-family condominium construction costs that in recent years have been increasing at a much faster rate than the values of multi-family condominiums,
b) a real estate market where new home pricing in Richmond is significantly below Bay Area averages while new home construction costs are at the same high level throughout the Bay Area, and
c) a COVID-19 pandemic that has adversely impacted demand for multi-
01337.0024/847055.1 19
family condominiums while, at the same time, driving further increases in construction costs.
While the proposed single-family residential redesign described in the preceding narrative (the “Proposed SFR Project”) restores the Project’s economic viability by substituting single-family homes for the multi-family condominiums of the Original Project, the single-family Project must be developed at a density that will generate sufficient revenue from home sales to cover the approximately $21 Million in extraordinary site preparation and park-related costs referenced above. If a way can be found to reduce these costs, it would be possible to reduce the density and make changes in the land plan to give it a more open character.
In the course of processing the entitlements for the Proposed SFR Project, a proposal has been made:
a) to reduce the total project cost by eliminating the costly structural retrofit required to convert the Wharf into a park facility and instead removing this abandoned 100+ year old structure that, in its current condition poses a hazard to the public health and safety, can accommodate no public or private use whatsoever, and requires 24/7 security; and
b) to use the resulting cost savings to allow a reduction in the residential unit count/saleable square footage required to generate sales revenue adequate to support project costs.
This proposal involving removal rather than reconstruction of the Wharf (the “Alternative SFR Project”) appears to have generated widespread interest and support both among the City’s elected and appointed leadership as well as within the community at large – a response that is shared by the Project Applicant.
Preliminary analysis of the Alternative SFR Project suggests that the elimination of the expense of reconstructing the Wharf would introduce an additional level of design flexibility and may make it possible to reduce the total saleable square footage of the Proposed SFR Project by as much as 10%.
With this objective in mind, the Project Applicant will be evaluating the feasibility of a design that contemplates the removal of the Wharf rather than the structural retrofit and reuse of this abandoned port facility. This evaluation will include an assessment of the potential cost savings that would be realized and the extent to which these cost savings would allow changes to be made to the conceptual site plan that would reduce the density of the Project.
While removal of the Wharf would eliminate the active and passive recreational uses
01337.0024/847055.1 20
provided by the repurposed structure, this change in the land plan for the site would also allow:
• the creation of a waterfront setting that has a more natural and organic character;
• a greater emphasis on the role of the new Bay Trail Shoreline Extension in providing the public with access to the Bay-shore environment and the panoramic views that will be the site’s signature resource; and
• an expansion of the shoreline greenbelt as a defining feature of the visitor experience.
At the same time, the cost savings involved in removing the Wharf rather than restoring and reusing this 100+ year old structure as a public park amenity:
• would allow a reduction in the density of the Latitude Residential Neighborhood which could approach 10% of the homes, depending on the amount of the cost savings in combination with the off-setting impact of any loss in home sale revenues resulting from reductions in the total saleable residential square footage;
• would enable additional design flexibility, particularly with regard to the way in which the third-floor architecture of the three-story homes is articulated using step-back and off-set design strategies which can improve project aesthetics but reduce saleable square footage;
• would provide an opportunity to create a more open residential land plan that can improve access to views and spacial relationships within the plan area; and
• would make it possible to expand the parking available to residents and their guests, which if combined with the elimination of the Junior ADU’s, could both increase the supply of and reduce the potential demand for parking within the subdivision.
The feasibility analysis of the Alternative SFR Project will be performed following the closing on the purchase of the Residential Property by the Project Applicant and will include an assessment of:
• the additional local, state, and federal regulatory approvals that will need to be obtained, the likely timeframe involved in processing these regulatory approvals, the extent to which these timeframes would result in project delays, and the likelihood the required approvals can be secured;
• the difference between the cost of removing the Wharf and repurposing the Wharf
01337.0024/847055.1 21
as a park amenity;
• the extent to which the cost savings attributable to the removal of the Wharf would allow changes to be made in the Project that would improve both the form and function of the Project design; and
• the extent to which the Alternative SFR Project would require additional environmental impact review under CEQA.
The foregoing analysis will also evaluate the feasibility of processing the entitlements for the Proposed SFR Project (with the Wharf) and the Alternative SFR Project (with the Wharf removed) concurrently. Under this concurrent processing course of entitlement, the Alternative SFR Project would be the preferred option and the Proposed SFR Project would provide a back-up option if the Alternative SFR Project either is denied the requisite approvals or cannot be entitled within a reasonable timeframe.
The retrofit and improvements to the Wharf for which provision is made in the approved 316-unit condominium project were carefully designed to avoid work in and impacts to the waters of the San Francisco Bay. Nevertheless, the Bay Conservation and Development Commission would not process a Major Permit Application for the Original Project until the U.S. Army Corps of Engineers (the “Army Corps”) had provided written confirmation that the Original Project did not require a regulatory permit from the Army Corps. The process of obtaining this written confirmation that the Project did not require an Army Corps permit was long and arduous.
Because removal of the Wharf will involve work in the waters of the Bay, it may trigger regulatory oversight by the Army Corps and other State and Federal regulatory agencies.
Securing the approval of these oversight agencies may, in turn, involve a multi-year process. For this reason, it is critically important to envision a strategy to process the approvals that will be required to remove the Wharf and to provide for options so that the regulatory requirements can be accommodated. The concurrent processing strategy described above is intended to provide just such strategic options.
In pursuing this strategy, Project Applicant will designate the Alternative SFR Project (with removal of the Wharf) as the first choice and primary option going forward (“Option A”). The Proposed SFR Project will be processed as back-up “Option B.” Project Applicant will take an initial period of 90 days to further define and refine the elements of Option A and to undertake the feasibility analysis described above. The necessary revisions will then be made to the entitlement applications and the applications will be processed in such a manner that a sufficient period can be given to get approval of the Wharf removal, but have the option to fall back on Option B if difficulties are too great with Option B.
01337.0024/847052.4
C1-1
EXHIBIT C-1
ESTIMATED SCHEDULE OF PERFORMANCE
Event Timing/Status
1. Resolution. City approves Resolution 168-22 and deal terms, directs notice to HCD of Exemption and authorizes City Manager to prepare Amendment in accordance with Resolution
Completed
City Council on November 22, 2022
2. HCD Exemption. HCD confirms exemption for SLA
Completed
December 15, 2022
3. BYC Meetings. Meetings with BYC groups, Exhibit C-2 to ALDA prepared
Zoom conferences commencing
December 8 through 28th
4. Closing. Closing and conveyance of Site to Developer
December 30, 2022
5. Right to Rescind. Period for City Council to revoke transaction (Section 6.1.9.2); or for Developer to revoke due to title objections; and return Closing Deposit to Developer; (Section 3.3.2(ii))
75 day period from Closing (Event No.
4)
6. Feasibility Assessment of Wharf Elimination. Period for Developer to evaluate feasibility of eliminating Wharf, and prepare preliminary alternative plan without wharf; Developer serves City with written notice that it intends to make Alternative Plan an Option
90 day period from Closing (Event No.
4)
7. Preparation of Development Plan. Revise Development Plan as necessary to show two alternative scenarios (with and without Wharf) and submit to City
180 day period from end of Event No. 6
8. Processing of Entitlements. Developer processes Entitlements, including CEQA documentation, through DRB, Planning
Commission, and City Council, and receives City Entitlements; followed by review and approval by Bay Conservation and Development Commission (BCDC)
Initial 360 day period from end of Event
No. 7
9. Extension of Initial Entitlement Period. Extension upon mutual agreement due to delays in the processing of Entitlements (Section 6 (Section G of LDA Amendment)
One-year Extension Period from end of
Initial Entitlement Period (Event No. 8)
10. Entitlement Challenge Period. Challenge period for Project Entitlements
90 day period from end of Event No. 8
or Event No. 9
11. Report on Roadway. Development of Report by City Engineer on condition of BYC Roadway, necessary improvements and cost; Report will be shared with Coordinating Committee
To be completed by May 2023
12. Design of Roadway Improvements. Design of Roadway
improvements to be prepared under direction of City Engineer
To be prepared concurrent with
Entitlement process (see Event No. 7
and Event No. 8)
13. Construction of Roadway. Construction of Roadway by Developer or City
If not as a part of Developer Project,
then by City within five (5) years of end
01337.0024/847052.4
C1-2
of Entitlement Challenge Period (Event
No. 10)
14. Acceptance of Roadway. Acceptance of Roadway by City
Upon completion of Event 10 but
subject completion of all improvements
being constructed
15. Payment of 1st Note. Developer pays 1st Note in two payments:
• 1st Payment of $2M and in addition, payment of Transfer Tax (approx. $250,000); and
• 2nd Payment of $2M
• 1st payment at end of Entitlement
Challenge Period (Event No. 10);
• 2nd payment concurrent with
issuance of 1st Building Permit
16. Design Development Period. Developer proceeds with design development plans for site, homes, utilities, streets, and landscaping
180 day period from end of Entitlement
Challenge Period (Event No. 10)
17. Preconstruction and Construction Financing Period. Developer prepares construction documents, including Final Plans and Specifications, for financing and construction
270 day period from end of Design
Development Period (Event No. 16)
18. Processing and Approval. City processes and approves construction permits for each phase of Developer’s Four Phase Construction Program
Developer submits for construction
permits as each phase is ready for
construction; City to issue permits
within 90 days of Developer submittal
19. Commencement of Construction. Developer commences construction of Phase 1 of Four Phase Construction Program
Following end of Preconstruction and
Financing Period (Event No. 17)
20. Payment of 2nd Note. Developer pays 2nd Note of $5M
At issuance of 50th building permit but
no later than six (6) years from Closing
21. Offsite Improvements: Developer commences construction of Offsite Improvements
In First Phase of Project in accordance
with Land Disposition Agreement as
amended
22. Construction Completion. Completion of Project by Developer
4 1/2 Years from Commencement of
Construction (Event No. 19)
23. Payment of Shared Appreciation Note.
Upon occurrence of Event No. 24 or six
(6) years from Closing (Event No. 4)
unless Reverter
24. Reverter. City has right (not obligation) to exercise reverter. If exercised, City has obligation to then resell property with proceeds going to City for costs, then Developer to recover costs and balance to City.
Trigger events: failure to timely (i)
obtain entitlements, (ii) commence
construction, (iii) continuously perform
construction, (iv) pay notes when due
and no later than six (6) years from
Closing (Event No. 4)
City Manager shall have the right to grant extensions of any of the above deadlines up to 180 days, but greater extensions shall require Council approval.
01337.0024/846578.12 C-2-1
EXHIBIT C-2
BRICKYARD COVE ROADWAY REHABILITATION AND TRANSFER PLAN AND
NEIGHBORHOOD MITIGATION REQUIREMENTS
I. BRICKYARD COVE ROADWAY REHABILITATION AND TRANSFER PLAN A. Background
Ferry Point was the original site of significant marine operations in the Richmond Area – ferry service began in 1900 and with a rail connection constructed through a tunnel, it became the western terminus of Santa Fe Railroads. The area became Richmond’s initial port terminal with a wharf and warehousing. Significant manufacturing was introduced with the operation of the Brickyard Kiln with the manufactured bricks barged from Ferry Point to San Francisco for the rebuilding of San Francisco after the 1906 earthquake. These operations continued until the 1960s when the manufacturing was succeeded by residential development.
Richmond’s greatest growth came during the second world war when the four marine terminals, including Terminal 1, were developed, and operated by Kaiser Steel. Port operations declined after the war and Terminal 1 closed in the late 1980s.
The Brickyard Cove neighborhood located east of the project site includes marinas and residential developments established in the 1970s, 1980s, and 1990s. These developments include Brickyard Landing, which comprises condominium complex buildings and private recreation facilities, and Seacliff Estates, a single family residential subdivision, Waterline a condominium complex as well as single-family homes along South Mallard Drive, Sandpiper Spit, and Sanderling Island (largely constructed of engineered fill and concrete pilings, and/or supported on platforms over water).
These projects took access through the single access point through the Ferry Point Tunnel to Ferry Point which was a dead-end road. The Subdivision Agreement approved in 1968 provided for the extension of Brickyard Cove Road (“BYC Road”) to serve the projects as a private roadway.
B. Pending New Development
In addition to the Terminal 1184-unit project at Ferry Point, there are severa l other development projects which will access the roadway system: PG&E site (94 units) and Quarry (79 units). These projects may involve significant grading activities, and truck traffic during the period of construction.
Besides needing to pay import fees and for roadway improvements these projects are likely to degrade the existing roadway as described below. If the street rehabilitation work were performed before the projects were constructed, the roadways would need subsequent repair. Accordingly, it would be reasonable to collect fees from the early developer (s) and require the last developer to perform the work.
C. Current Condition of Roadway and Needed Rehabilitation The Subdivision Agreement for the area in November 15, 1968 contemplated that BYC Road would become public when it was connected to Canal Boulevard to allow traffic circulation; and though this happened in 1996, the City acceptance did not happen and in the intervening years, the road condition has deteriorated and does not meet current City standards. The City Engineer believes that the current
01337.0024/846578.12 C-2-2
roadway serves a traffic index of approximately 3.5. The City’s Streetlight database suggests an average annual daily traffic flow along BYC Road of about 1000 vehicles with 3% being large trucks.
The projects of Terminal 1 and Tract 9604 (PG&E Site), could increase those figures by XX %. The design life of the roadway should be 20 years requiring a TI factor of 6.1, but with projected growth, a more reasonable fact or would be a TI of 6.5. This would add about half an inch of asphalt or an additional 100 tons of asphalt in the deficient sections.
The suggestion of a deficient roadway structural section is confirmed by the presence of distress in the pavement. The geotechnical report (July 18, 2019) showed that pavement distress appeared within 6 years of the last maintenance treatment by the private owners . It does not appear that the roadway was built to a reasonable standard to ensure a design life of at least 20 ye ars. The addition of two more development projects (and a third, the Quarry Project), will hasten the deterioration of the roadway, and the additional construction traffic involving an estimated _____ heavy trucks due to transporting construction and gradi ng materials will impose impacts requiring mitigation . It is therefore recommended that a reconstruction of the roadway be undertaken as many of these trips will have to come the long way avoiding the Ferry Tunnel. However, this reconstruction condition may not prevail in the whole length of BYC Road.
There has been some suggestion that the roadway was put down over a limited military era base and that there will need to be additional effort required to manage the subgrade due to the preexisting conditions and the soil conditions . There is therefore a need for some additional investigation and testing including over the length of BYC Road to determine the overall work program. The investigation programs shall be paid for 1/3 each by Developer, City , and HOA. This will occur as development plans are refined.
In any event, the City Engineer based on current information recommends a program that includes reconstruction of BYC Road to meet City Standards so that it will have a 20 year design life; that this recommendation is caused in large part by the heavy truck construction traffic originating from the projects; and finally that the phasing of the work should be performed so that the reconstruction occurs in the last phase of construction, for both projects. An arrangement might be necessary where developers pay in lieu fees instead of performing the actual work if the phasing will not work out satisfactorily due to the developments’ staging.
The City Engineer will work with both projects (Terminal 1, PG&E and the Quarry Project as to that section of the roadway) as well as residents to develop the construction phasing plan, recognizing concerns that there might be excessive roadway deterioration, and the need to maintain neighborhood access throughout the construction process. A resident Coordinating Committee shall be established for this purpose, as established elsewhere herein.
D. City Standards for Reconstruction Project and City Acceptance It is expressly understood that these Projects will be responsible for the damage that they cause to the BYC Road surfaces due to their construction activities, and in this case due to the road deterioration, the reconstruction of BYC Road is required . This includes not only the full frontages along the projects, but also the extended areas which will be degraded by the construction activity . The City will not allow BYC Road to be rehabilitated until all developments are complete, although the degraded condition of the Roadway in the interim will need to be considered in the phasing plan. City acceptance of the private sections of BYC Road will require the following unless otherwise approved by the City Engineer:
01337.0024/846578.12 C-2-3
1. All curb ramps shall be upgraded to curren t standards as illustrated in Caltrans Standard Plan A88A.
2. The City will define the location for repair to curbs and gutters.
3. All record monuments shall be located within the project area. These shall be protected in accordance with the Business & Professions Code §8771; Streets & Highways §732 & §732.5, §1492.5, §1810.5; and Penal Code §605.
4. The traffic index for this roadway shall be 6.5 . Therefore, the pavement section per the geotechnical report should be 4 inches of asphalt concrete over 6 inches of Class II aggregate base.
5. As described in the geotechnical report, the subgrade shall be scarified and recompacted to a depth of 12 inches upon removal of the pavement section . Should unstable subgrade be present, the applicant shall either cement treat to a depth of 12 inches or over excavate, place Class II, and install a geogrid.
6. The Project shall coordinate with public utilities such as PG&E, EBMUD, AT&T, and Comcast to determine if they have any capital improvements within the project area.
7. The Project shall review the storm drain and sanitary sewer videos within the project area to confirm if Veolia needs to upgrade pipelines. .
8. Traffic shall be allowed through the work zone at all times.
9. The cross section on sheet C-3 does not match the plans on sheet C-4. The lane width shall be 11 feet.
10. The Project shall install flexible delineators separating the bicycle and vehicle lanes.
11. The Project shall evaluate modifying the west leg of the crosswalk at Brickyard Way to determine if it can be aligned to be perpendicular. If determined feasible, the Project shall be responsible for making such changes to the crosswalk.
12. The Project shall adjust to grade all utilities within the paved area.
13. The roadway is posted at 25 mph but City will review traffic-calming measures.
E. Brickyard Roadway Plan: Financing and Transfer
Developer agrees to participate with City in the development of a Brickyard Roadway Plan (“BRP”) which will meet the criteria herein and will include cost estimates, financing, phasing participation by responsible developers, and acceptance of dedication by City. The BRP shall be developed to incorporate the following elements:
1. Roadway Condition. Analysis by City of roadway condi tion and costs to reconstruct roadway to meet City standards. A report (the “Report”) to be prepared by the City Engineer by May 2023 and will be shared with Coordinating Committee. The Report shall include a cost estimate for the option of adding a traffic circle on Brickyard Cove Road. City Engineer has reviewed the Plans submitted August 10, 2022 and finds (i) more review of roadway condition required; (ii) need assessment of entire length; and (iii) need to assess responsibilities. The preliminary cost estimate is $600-700k.
2. Schedule. A schedule shall be developed for phasing of construction so that improvements are installed after completion of the projects requiring access to
01337.0024/846578.12 C-2-4
Brickyard Cove Road so any new roadway improvements will not be damaged by later construction. The Report must also consider the survivability of the road surfaced due to the construction activity (roadway must be useable by residents). Map showing sections to be analyzed (Dornan, BYC, Yacht Club, West, East). Sections and current ownership will be shown in ALDA, Exhibit C . BYR Plan needs to cover all these areas.
3. Developer Obligations.
(a) Developer obligations for adjacent projects shall include, at a minimum:
(i) pay 100% of cost for the section of Brickyard Cove Road immediately adjacent to Project;
(ii) pay required Traffic Impact Fees;
(iii) repair any improvements damaged by its construction activity to meet City standards; and
(iv) participate in an integrated program for the whole roadway on fair share principles.
(b) Developer may perform the improvement as a part of its Project unless City determines that subsequent projects will deteriorate any improvements installed, in which case Developer will pay an in -lieu fee equivalent to its share. The improvements shall include paving, curb/gutter, s idewalks, lighting, and structures within the street (sewer, storm water, etc.), and landscaping and repair of any landscaping damaged in any way by construction traffic.
4. Funding. Based on the Report and included in the Report shall be a funding plan (“Funding Plan”).
(a) The Funding Plan shall include these elements:
(i) estimated cost based on when construction will occur; and (ii) provide sufficient funding sources.
(b) All potential funding from developers of benefitted parcels; (c) BYC Community (BYCHOA 1& 2, Brickyard Landing, Seacliff, Boardwalk Marina) will fund $250,000 for all costs and liabilities related to both private sections of B rickyard Cove Road based on an allocation of costs mutually agreed to by BYC Community and payable at the time the work is commenced; (d) This agreement in (c) above is expressly conditioned upon the approval of each of the entities identified therein; and
(e) Remainder from City.
5. Parkway Maintenance. HOAs shall be responsible for maintenance of irrigation and landscaping in parkway areas adjacent to their property and the street, but not the park or the Bay Trail.
6. City Acceptance - BYC Road. City shall accept dedication of the righ t of way as a public street upon the first to occur : approval of all entitlements for the Project and
01337.0024/846578.12 C-2-5
expiration of challenge periods (the “Acceptance Date”) or five (5) years from Project Approvals (Project Approvals are final Council action on discretion ary approvals).
Additionally, if the improvements are not made by Developer, they shall be made by City within five (5) years of Project Approvals. The City may do it sooner if funding is obtained earlier.
7. Additional Commitments. City shall make best efforts (i) to include a traffic circle on Brickyard Cove Road, (ii) connection between Dornan and Brickyard Cove Road will narrow but meet City standards, (iii) Subject to HOA-1 approval the guard shack and cobblestones may remain for traffic calming, but maintenance of guard shack will be HOA-1 responsibility and City will grant license for maintenance. Best efforts will not require excess financial obligations of City.
8. Miscellaneous.
(a) The issue of improving B rickyard Cove Road and having City accept as a public street has been unresolved for a considerable time and the foregoing BRP would resolve the issue , but it remains an agreement between City and Terminal 1.
(b) City will bring the matter back to City Council for affirmation and commitment to community.
(c) Upon acceptance by City, with respect to private portions of Brickyard Cove Road , City shall be responsible for all claims and liabilities arising from usage of the public right-of-way incurred after the date of acceptance.
II. NEIGHBORHOOD MITIGATION REQUIREMENTS
A. Economic Issues
The economic analysis by Econ Land Group (“LEG”), concluded that the prior high -density project was not feasible in contrast to the current Project. The analysis has been published on the City’s website for the Project and is a vailable to the public. The City has further requested that LEG work with Developer to release a proforma which shall give the public a fair understanding of project economics – general projected price range estimates of residential units and costs of shall be included.
B. Traffic
1. Emergency Access Plan. An emergency ingress/egress plan by emergency vehicles and the public to apply during construction shall be required for the affected communities (Brickyard Landing, Brickyard Cove #1, Brickyard Cove #2, Sea Cliff, Waterline, Richmond Yacht Club, Terminal One (Latitude), as a condition of approval of the Project and included in the Mitigation Measures. As it is understood that various factors currently impact such ingress/egress, such as rail operations, the City shall be involved with the development of the plan and shall provide a long -range focus so that (i) it will operate for the benefit of all the BYC Communities, and (ii) shall apply as future projects develop..
2. Traffic Management. A traffic management plan addressing trucking of fill, construction equipment and materials, to and from the Project and other concurrently developing sites, to include:
(a) number of trips, per day and per hour;