Title
Public Hearing to Consider: 1) Introduction of Ordinance Amending the Bayport Alameda Landing Master Plan; 2) Approving and Authorizing the City Manager to Execute a Consent to Partial Assignment and Assumption Agreement (Development Agreement (Alameda Landing Mixed Use Commercial Project) - Waterfront); and 3) Authorizing the City Manager to Negotiate and Execute an Operating Memorandum for the Development Agreement Consistent with the Term Sheet.
A Final Supplemental Environmental Impact Report for the Alameda Landing Mixed Use Development Project was Certified in Accordance with the California Environmental Quality Act (CEQA) (State Clearinghouse #2006012091) in 2006. An Environmental Assessment for the Proposed Actions has been Prepared. (Community Development 256)
Body
To: Honorable Mayor and Members of the City Council
From: Jill Keimach, City Manager
Re: Public Hearing to Consider: 1) Introduction of ordinance amending the Bayport Alameda Landing Master Plan; 2) Approving and Authorizing the City Manager to Execute a Consent to Partial Assignment and Assumption Agreement (Development Agreement (Alameda Landing Mixed Use Commercial Project) - Waterfront); and 3) Authorizing the City Manager to Negotiate and Execute an Operating Memorandum for the Development Agreement Consistent with the Term Sheet.
A Final Supplemental Environmental Impact Report for the Alameda Landing Mixed Use Development Project was Certified in Accordance with the California Environmental Quality Act (CEQA) (State Clearinghouse #2006012091) in 2006. An Environmental Assessment for the Proposed Actions has been Prepared.
BACKGROUND
The actions described in this report are intended to facilitate the preparation, review and approval of a mixed use maritime commercial and residential development plan for approximately 39 acres of land located along the Alameda-Oakland Estuary, the “Alameda Landing Waterfront”.
The 39-acre site is the last piece of the 215 acres of former Federal land comprising Naval Air Station Alameda East Housing and the Fleet Industrial Supply Center (FISC). The Waterfront property is located on the former FISC, which was conveyed to the City via special Federal legislation in 1999. In 2002, the City conveyed the land to the former Community Improvement Commission (CIC), now the Successor Agency.
In 2000, the City Council adopted a mixed use Master Plan and Development Agreement, and the CIC approved a Disposition and Development Agreement (DDA) with the Catellus Development Corporation (“Catellus”) for the future transfer of the land to Catellus in phases for redevelopment of the Bayport neighborhood and the 77-acre Alameda Landing property. The 2000 Master Plan called for 1.3 million square feet of employment uses, approximately 586 housing units (Bayport), a school (Ruby Bridges School) and a waterfront park.
In 2006, at Catellus’ request, the City Council/CIC approved a series of amendments to the Master Plan, a new DDA, and two new Development Agreements for the project. The 2006 amendments revised the land use program for the 77-acre Alameda Landing property from the 1.3 million square feet of employment uses to allow for 300 housing units, 300,000 square feet of retail, 390,000 square feet of waterfront office/commercial, 10,000 square feet of waterfront retail, and a 20,000 square foot waterfront health club and an eight-acre public waterfront park. The 2006 Bayport/Alameda Landing Master Plan is available on the City website at: <https://alamedaca.gov/planning/major-planning-projects>.
In 2012 and 2013, the Planning Board approved the Development Plan and Design Review plans for the 291,000 square foot Alameda Landing shopping center and the adjacent Tri Pointe neighborhood (287 residential units). The Target store opened in October 2013, and the balance of the retail center opened in 2015. Construction is currently underway on the last phase of the Tri Pointe neighborhood.
In 2016, Catellus approached the City of Alameda with a proposal to modify the development plans for the final phase of the Master Plan to allow additional residential use on the Waterfront. On May 23, 2016, the Planning Board held an initial workshop to review a plan for 425 residential units on the waterfront. At the workshop, City staff recommended, and the Planning Board agreed, that there should be more commercial and employment uses in the plan. On February 27, 2017, the Planning Board reviewed a second proposal from Catellus that included 445 housing units, 25,000 square feet of ground floor retail and office uses, and a small maritime commercial warehouse. Again, staff identified, and the Planning Board supported, the need for more commercial space. Since the February 2017 Planning Board meeting, Catellus has been working with Bay Ship and Yacht to develop a maritime commercial and residential mixed use plan for the site.
On June 12, 2017, the Planning Board voted (five in favor, one opposed, one absent), to recommend that the City Council approve the proposed Master Plan amendment described below and attached as Exhibit A to the ordinance. The amended Master Plan allows for a maritime commercial and residential mixed use plan for the final phase of the Bayport/Alameda Landing Master Plan to be developed consistent with the goals of the MX zoning.
Consent to the Partial Assignment and Assumption Agreement - Development Agreement to FISC Properties, LLC, the Bay Ship and Yacht entity (Exhibit 1), and negotiation of an Operating Memorandum for the Development Agreement consistent with the term sheet attached as Exhibit 2, are necessary to implement the maritime commercial and residential mixed use project.
DISCUSSION
Master Plan Amendment
The 2006 Bayport/Alameda Landing Master Plan establishes Sub Area Development Programs for each phase of the Master Plan. For the 39-acre Waterfront property, the Master Plan provides for:
• 31 acres of commercial development, including 390,000 square feet of employment, office, business, research and development and other non-residential uses, a 20,000 square foot-health club/fitness facility, and 10,000 square feet of ground floor waterfront retail, and
• Eight (8) acres of public waterfront park with ferry/water shuttle landing and kayak launch at the foot of 5th Street, in addition to the 4.8 acres at Tri Pointe.
The proposed Master Plan amendment allows for the development of the 39 acres as follows:
• 17 acres of maritime commercial and light manufacturing uses in 364,000 square feet of existing waterfront warehouses adjacent to Bay Ship and Yacht;
• 4.5 acres of public waterfront park with ferry/water shuttle landing and kayak launch at the foot of 5th Street, a one-acre “buffer” greenbelt separating the residential from the maritime commercial uses; and a 1.3-acre greenbelt along the existing segment of Mitchell Avenue, in addition to the 4.8 acres at Tri Pointe; and
• 15.3 acres of residential uses.
The following table compares the ultimate build-out of the Alameda Landing property under the 2006 Master Plan and under the proposed Master Plan amendment.
Alameda Landing Build-out
|
|
Master Plan |
Proposed Master Plan Amendment |
|
Waterfront Office with supporting retail uses |
400,000 sq.ft. |
5,000 sq. ft. waterfront retail |
|
Waterfront Maritime Commercial |
0 |
364,000 sq. ft. |
|
Waterfront Health Club |
20,000 sq. ft. |
0 |
|
Alameda Landing Shopping Center/Retail |
300,000 sq. ft. |
291,000 sq. ft. retail + 6,700 sq. ft. office |
|
Residential |
300 units (Tri Pointe) |
Maximum of 400 additional waterfront units for a total of 700 units at Alameda Landing. (Actual number or additional waterfront units subject to traffic cap described below or 400 maximum units, whichever is less.) |
|
Open Space |
12.8 acres |
11.6 acres |
Maritime Commercial Use: The Master Plan amendment reserves approximately 17 acres for expansion of Alameda's maritime commercial sector by making 364,000 square feet of existing waterfront warehouses and approximately 1,555 feet of existing concrete wharf available for expansion of Bay Ship and Yacht and its tenants.
To accommodate the maritime commercial land use, the Master Plan amendment relieves the Maritime commercial portion of the property from the obligation to provide waterfront public open space in front of the Maritime Commercial warehouses and view corridors through the property to the water. For security and safety reasons, the commercial maritime area would be fenced, which would prohibit public access along the wharf. The amendment states that if the maritime commercial area is redeveloped in the future with new construction, then at that time, the original requirements for waterfront open space and view corridors will be reinstated.
To minimize conflicts between the maritime commercial uses and the adjacent residential uses, the amendment requires a fifty (50)-foot wide setback buffer and fence between the uses.
Residential Use and Open Space: The Master Plan amendment allows for approximately 15 acres of residential development and approximately seven (7) acres of open space, 4.5 acres of which would be along the waterfront in front of the residential lands. The amendment also ensures that the waterfront park plan is approved prior to, or concurrent with, approval of any residential plan, that the park plan has a construction schedule ensuring completion of the public park improvements concurrent with the residential development, and that the park plans include a public plaza at the foot of 5th Street activated by a minimum of 5,000 square feet of ground floor or free-standing commercial uses and a public water shuttle dock and kayak launch.
The Master Plan amendment allows the future home builder to determine the appropriate mix of housing types (e.g., single family, townhomes, apartments), but the amendment ensures that the total number and mix of units does not exceed 400 units nor violate the trip cap, whichever is less. The amendment also requires that no more than 30% of the units are single family detached units and that at least 10% are smaller, “affordable by design” units.
Transportation, Traffic, and the Trip Cap: To ensure that the proposed Maritime Commercial and Residential development of the property does not result in any new or more severe environmental impacts than those anticipated with the 2006 Master Plan land use program, staff retained a consultant to prepare an Environmental Assessment of the proposal (Exhibit 3).
The Environmental Assessment concludes that, provided that a trip cap is instituted on the future residential development plan, the maritime-residential land use program will not result in any new or more severe environmental impacts than were disclosed in the 2006 EIR. The trip cap and the necessary procedure to ensure that the future residential development plan does not violate the cap is included in the Master Plan amendment.
The procedure established by the amendment requires that the Planning Board and staff verify at the time that the future development is submitted for Planning Board design review approvals that the proposed housing mix does not exceed the remaining trip “budget”, which is based upon the trip assumptions in the 2006 EIR for the development or 400 units, whichever is less. In addition, the amendment includes provisions that:
• Ensure that the residential development, which will be the final phase developed under the Bayport/Alameda Landing Master Plan does not exceed the number of vehicle trips anticipated and disclosed in the 2006 SEIR;
• Ensure that the residential development provides vehicle, bicycle and pedestrian access along the Mitchell Avenue right-of-way to the future parking lot planned as part of the City’s Estuary Park, which is currently under construction;
• Ensure that the residential development preserves public access easement corridors for future use for a bicycle, pedestrian, and/or transit tube or bridge across the Estuary to Oakland within the 75-foot wide 5th Street corridor and along the 50-foot wide buffer area.
• Allow single family homes and attached townhomes to have private two-car garages. Flats (single story apartments or condominiums) may have 1.5 parking spaces.
• Establish per-unit annual TDM fees comparable to other projects approved by the City since 2006 (e.g. Marina Shores, 2100 Clement, and Del Monte), which are higher than the fees established for the original Alameda Landing project in 2006.
In addition to amending the Master Plan to permit the proposed maritime commercial and residential mixed use project to move forward, there are several other actions the City Council must take. Catellus, as the Developer under the Development Agreement, must partially assign its rights and obligations under this agreement to FISC Properties, LLC, and FISC Properties, LLC must assume those rights and obligations for that portion of the property that it is acquiring from Catellus. The City must consent to the Partial Assignment and Assumption Agreement between Catellus and FISC Properties, LLC.
Staff is also recommending that the City Manager be authorized to negotiate and execute an Operating Memorandum for the Development Agreement. The Development Agreement has a provision that allows for clarifications to the Agreement. These clarifications provide guidance in implementing the Development Agreement. A term sheet outlining the proposed clarifications is attached to the staff report.
The Consent to the Partial Assignment and Assumption Agreement and the term sheet for the Development Agreement are discussed below.
Consent to Partial Assignment and Assumption Agreement for the Alameda Landing Mixed Use Commercial Project Development Agreement
It is requested that the City Council consent to the Partial Assignment and Assumption Agreement for the Development Agreement. Catellus and FISC Properties, LLC are the parties to the Partial Assignment and Assumption Agreement. The Successor Agency is being requested to consent to a Partial Assignment and Assumption Agreement for the DDA as a separate action.
Because the Development Agreements (Commercial and Residential) and DDA contain all of the rights and obligations regarding the redevelopment of Alameda Landing, those agreements must be partially assigned as Catellus, the master developer, conveys property for development to end users and third party developers who construct the vertical improvements following construction of the backbone infrastructure improvements. The residential and commercial Development Agreements and DDA have previously been partially assigned to Tri Pointe Homes, Target and the purchaser of the commercial shopping center. With each of these partial assignment and assumption agreements, the new property owners have taken on rights and responsibilities under the Development Agreement and DDA, and Catellus has been released from those rights and responsibilities. Because Catellus is proposing to sell 17 acres to FISC Properties, LLC to adaptively reuse 364,000 square feet of warehouses for maritime commercial uses, the Development Agreement (Commercial) and DDA must be partially assigned to the purchaser.
The partial assignment and assumption agreement for the Development Agreement:
1. allocates all rights and obligations under the Development Agreement between FISC Properties, LLC as the Transferee and Catellus as the Master Developer, and the Mitigation, Monitoring and Reporting Plan (MMRP) which implements the requirements of the EIR;
2. provides cross-default protection that precludes the City from enforcing any action against FISC Properties, LLC in the event of a Catellus default under the Development Agreement, or from enforcing any action against Catellus in the event of a FISC Properties, LLC default under the Development Agreement; and
3. releases Catellus from the obligations of the assigned interests being assigned to FISC Properties, LLC.
It is recommended that the City Council consent to the Partial Assignment and Assumption Agreement for the Development Agreement.
Term Sheet for Alameda Landing Mixed Use Commercial Project Development Agreement Operating Memorandum
As noted above, the Development Agreement has a provision that allows for operating memoranda that serve as clarification of the document. An Operating Memorandum is necessary to permit the commercial maritime and residential mixed use project to move forward. Staff is requesting that the City Council authorize the City Manager to negotiate and execute an operating memorandum based on the attached term sheet.
In a separate action, the Successor Agency will be asked to authorize the City Manager to negotiate and execute an operating memorandum for the DDA. Based on the similarity of the clarifications needed for both the Development Agreement and DDA, the term sheet reflects the issues that will be addressed in the DDA Operating Memorandum and notes that a corresponding Operating Memorandum for the Development Agreement will also be prepared. Therefore, the following issues to be addressed are for both the Development Agreement and DDA Operating Memoranda.
The operating memoranda will address the following issues:
1. Technical boundary modifications necessary to expand the currently existing Conveyance Parcel 7 to create the property to be conveyed to FISC Properties, LLC.
2. Development obligations when the property being conveyed to FISC Properties, LLC is being adaptively reused and when it is being redeveloped as a new construction project.
3. Early Office and Backbone Infrastructure Phase. The adaptive reuse of the existing warehouses for maritime commercial use will be treated as the Early Office and Backbone Infrastructure Phase under the DDA. This will confirm phasing of backbone infrastructure improvements and phasing of the development of the balance of the property.
4. Extension and separation of the Second and Third Phase Outside Development dates as they apply to the adaptive reuse and residential parcels and clarification of the DDA termination date.
5. Determination that the requirements regarding undergrounding the 115kV lines are moot.
6. Clarification of DDA attachments regarding phasing of backbone infrastructure improvements and conveyance parcels so that the attachments are consistent with the DDA text.
Staff believes that Catellus is proposing a project along the Alameda Landing waterfront that is consistent with the goals of the MX zoning, the City’s General Plan, and the Bayport/Alameda Landing Master Plan that calls for the development of a mixed use project. The expansion of the City’s maritime commercial base addresses one of the key strategies of the draft Economic Development Strategic Plan. The proposed residential portion of the project supports the City’s efforts to meet its regional housing needs obligations. Taken together, the project will create new jobs, provide affordable and market-rate housing, and a new 4.5-acre public waterfront park, along with a water taxi and kayak launch. Therefore, staff is recommending that the City Council approve the actions described in the staff report to allow the project to move forward.
FINANCIAL IMPACT
There is no adverse impact to the General Fund to approving the Master Plan amendment and Consent to Partial Assignment and Assumption Agreement for the Development Agreement, and authorizing the City Manager to negotiate and execute an Operating Memorandum for the Development Agreement to facilitate a maritime commercial and residential mixed use project at the Alameda Landing waterfront.
Consistent with existing City policy that former military property pay for the cost of civilian reuse, there is an existing Municipal Services District that will pay for the on-going maintenance costs related to the public backbone infrastructure and waterfront park. In addition, conveyance of the property from public ownership to private ownership and development will add the property to the City’s tax rolls and generate new property tax revenue for the General Fund.
The Successor Agency’s obligation to reimburse the developer for public infrastructure improvements up to a maximum of $35.5 million is an approved enforceable obligation under the Recognized Obligation Payment Schedule (ROPS) and on-going reimbursements will be included in future appropriations for the Successor Agency budget.
MUNICIPAL CODE/POLICY DOCUMENT CROSS REFERENCE
The Master Plan amendment has been prepared consistent with Alameda Municipal Code Section 30-4.2. The Partial Assignment and Assumption Agreements have been prepared pursuant to the terms of the 2006 Development Agreement (Alameda Landing Mixed Use Commercial Project). Preparation of the Operating Memorandum is contemplated in Section 6.3 of the Development Agreement.
ENVIRONMENTAL REVIEW
On December 5, 2006, the City Council certified the Final Environmental Impact Report for the Alameda Landing Mixed Use Development Project (a Supplement to the 2000 Catellus Mixed Use Development Project EIR) in accordance with the California Environmental Quality Act (CEQA) (State Clearinghouse #2006012091). The City has prepared several addenda to the 2006 SEIR.
An Environmental Assessment has been prepared for the proposed Master Plan amendment and related actions. The Environmental Assessment concludes that, provided that the trip cap established by the Master Plan is maintained, the adoption and implementation of the Master Plan amendment will not result in any new or more severe environmental impacts than were disclosed in the 2006 EIR.
RECOMMENDATION
Hold a public hearing and:
1) Introduce an ordinance amending the Bayport Alameda Landing Master Plan;
2) Approve and authorize the City Manager to execute a Consent to Partial Assignment and Assumption Agreement (Development Agreement (Alameda Landing Mixed Use Commercial Project) - Waterfront); and
3) Authorize the City Manager to negotiate and execute an Operating Memorandum for the Development Agreement consistent with the Term Sheet.
Respectfully submitted,
Debbie Potter, Community Development Director
Andrew Thomas, Assistant Community Development Director
Financial Impact section reviewed by,
Edwin Gato, Financial Services Manager
Exhibits:
1. Partial Assignment and Assumption Agreement
2. Term Sheet for Operating Memoranda
3. Environmental Assessment