Title
Recommendation to Approve the First Amendment to the Exclusive Negotiating Agreement (ENA) between the City of Alameda and Radium Presents to Extend the Term of the ENA to December 31, 2025 unless Terminated or Extended as Provided in the ENA.
The streamlining provision of Public Resources Section 21083.3 and Section 15183 of the California Environmental Quality Act Guidelines apply and no further environmental review is required. (Base Reuse and Economic Development 29061822)
Body
To: Honorable Mayor and Members of the City Council
From: Jennifer Ott, City Manager
EXECUTIVE SUMMARY
The recommended First Amendment to the ENA between the City of Alameda (City) and Radium Presents (Developer) extends the term of the ENA to December 31, 2025, removes the formal milestone requirement to bring a Term Sheet to City Council for consideration and makes other administrative clarifications. All other terms and conditions in the ENA remain unchanged.
The First Amendment to the ENA is attached as Exhibit 2. The original ENA approved by City Council in December 2023 is included as Exhibit 1.
BACKGROUND
After seeking proposals for the development of a performing arts center through a Request for Qualifications, on December 19, 2023, City Council unanimously approved a 12-month ENA with Little Opera House, Inc. (now Radium Presents) for an approximately 2-acre site located on Pan Am Way between the new waterfront park and the NAS Alameda Museum at Alameda Point within the Waterfront and Town Center Precise Plan area, the Site A Development Plan area, and the NAS Alameda Historic District (Site) (included in Exhibit 1 as Exhibit A) to construct and operate a performing arts center (Project).
Per the original ENA, the 12-month term may be extended two (2) times for up to three (3) months each at the sole discretion of the City Manager, if progress is being made and additional time is needed to complete the negotiations. The ENA term has been extended by the City Manager by two (2), three (3) month increments - first in September 2024 and the second in November 2024 - to provide necessary additional time to advance negotiations. No further extensions can be exercised by the City Manager.
The original ENA also states that “During the initial nine (9) months of the Term, the Parties shall negotiate a proposed Term Sheet for submittal to City Council for its consideration” and then bring back to City Council for its consideration a Lease Option with Purchase Option and Development Agreement (collectively referred to as the “Project Agreements”), which will include an approved Development Plan from the Planning Board, among other identified elements, by the end of the ENA term.” Therefore, following the two three-month extensions authorized by the City Manager, the Developer and City staff are required to, no later than March 18, 2025, bring before City Council for its consideration a proposed Term Sheet, and receive Planning Board approval of the Development Plan and bring for City Council’s consideration Project Agreements by June 18, 2025.
Without an amendment to the ENA term, the ENA will expire on March 19, 2025.
The Developer and staff have worked diligently over the past fifteen months to negotiate a draft Term Sheet outlining the key business and financial terms informing the Project Agreements. In addition, the Developer and staff have begun crafting the Project Agreements based on the terms negotiated in preparation of the Term Sheet. The Developer is also working on developing and implementing an action-oriented fundraising plan to address significant future capital and operating funding needs.
The ENA specifies opportunities for the public and others to inform the negotiations. These efforts included:
• Alameda Point Open House. On June 1, 2024, City Council and City staff welcomed members of the public and representatives from various commissions to a family-friendly event that included five (5) stations at strategic locations including that of the proposed performing arts center.
• Planning Board (PB) and Historical Advisory Board (HAB). Staff facilitated four (4) study sessions with the PB and HAB and formed a subcommittee composed of members from both boards that met three (3) times and provided feedback on key design.
• Developer Outreach. The Developer conducted targeted community presentations at the City of Alameda Open House (in parallel with City staff’s efforts, Mastick Senior Center, Rotary Club, and the Naval Air Museum. In addition, the Developer expanded its outreach to the broader East Bay artistic community, conducting a facility needs assessment that garnered 37 responses.
DISCUSSION
In recognition of both the unique complexities of the project and the progress made by the Developer and City staff over the past fifteen months in negotiating key terms of the Project Agreements and pursuing entitlements in coordination with the HAB and PB, the City and Developer seek to amend the ENA to extend the term of the ENA to December 31, 2025 and remove the requirement to bring a Term Sheet to City Council for consideration. These amendments provide additional time for the preparation of the Project Agreements and the securing of necessary entitlements as well as allow limited staff resources to be efficiently allocated. Other changes to the ENA include administrative clarifications such as updating the negotiating party name (to Radium Presents, Inc.) and its associated representatives and revising the timing of the non-refundable deposit, which was paid in full in December 2023.
While the Term Sheet will not be a required deliverable, staff intends to return to City Council in closed session in May to seek guidance on price and terms and ensure City Council feedback is incorporated prior to advancing the Project Agreements for City Council consideration in open session.
Staff is therefore recommending that the City Council approve an amendment to the ENA that would extend the term to December 31, 2025 and remove the requirement of developing a Term Sheet and complete administrative clarifications. All other terms and conditions in the ENA remain unchanged. The terms of the ENA amendment include:
• Extends the term of the ENA to December 31, 2025.
• Removes the formal milestone requirement to bring a Term Sheet to City Council for consideration.
• Administrative clarifications regarding business entity and its contacts and revision of the timing for the non-refundable deposit.
The First Amendment to the ENA will enable staff and Radium Presents to continue good faith negotiations toward a mutually acceptable long-term Lease Option Agreement and Development Agreement for the development of a performing arts center.
If the parties are able to reach a tentative agreement, a supermajority vote of the City Council would be required to approve the Project Agreements.
ALTERNATIVES
• Approve the First Amendment to the ENA between the City and Radium Presents to extend the term of the ENA to December 31, 2025, and remove the requirement of developing a Term Sheet for the consideration of City Council and make other administrative clarifications.
• Approve the First Amendment to the ENA with modifications.
• Choose not to approve the First Amendment to the ENA and direct the City Manager to terminate negotiations with Radium Presents.
FINANCIAL IMPACT
There is no financial impact to the City’s General Fund related to the approval of the First Amendment to the ENA. City staff from various City departments and its consultants and attorneys will be expending time and effort on negotiation of a Development Agreement, Lease Option Agreement, and Development Plan over the next several months. These expenditures will be funded by the Base Reuse Department’s current budget.
MUNICIPAL CODE/POLICY DOCUMENT CROSS REFERENCE
The proposed project is consistent with the General Plan, Waterfront Town Center Specific Plan, and Site A Development Plan.
This action is subject to the Levine Act.
ENVIRONMENTAL REVIEW
Pursuant to the streamlining provision of Section 15183 of California Environmental Quality Act (CEQA) Guidelines, no further environmental review is required at this time because the project is consistent with the General Plan and Zoning Regulations for the land. The environmental impacts of the development of the area were considered in the Alameda Point Project (APP) Final Environmental Impact Report (FEIR) adopted by the City Council on February 4, 2014, in compliance with the California Environmental Quality Act (CEQA) and in the General Plan Update EIR adopted by the City Council on November 30, 2021. Approval of the Lease Option Agreement and Development Agreement and/or approval of a Development Plan for the site will be subject to additional environmental review, once the specifics of the project are more fully known.
CLIMATE IMPACT
There are no identifiable climate impacts or climate action opportunities associated with the subject of this report.
RECOMMENDATION
Approve the First Amendment to the ENA between the City of Alameda and Radium Presents to extend the term of the ENA to December 31, 2025 unless terminated or extended as provided in the ENA.
Respectfully submitted,
Abby Thorne-Lyman, Base Reuse and Economic Development Director
By,
Walker Toma, Community Development Manager
Financial Impact section reviewed,
Ross McCarthy, Acting Finance Director
Exhibits:
1. Exclusive Negotiating Agreement with Little Opera House
2. First Amendment to the Exclusive Negotiating Agreement with Radium Presents