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ACTION BY UNANIMOUS WRITTEN CONSENT


OF THE MEMBERS OF PROLOGIS CCIG OAKLAND GLOBAL, LLC
a Delaware limited liability company
Pursuant to the provisions of the Amended and Restated Limited Liability Company
Agreement (the "LLC Agreement") of Prologis CCIG Oakland Global, LLC (the "Company"),
the undersigned constitutes all of the Members of the Company and have the authority to direct
the Company with respect to the matters set forth herein and, pursuant to such authority, hereby
consent to the following resolution effective February )^? , 2016:
PARTIAL TERMINATION AND REMOVAL OF MEMORANDA - WGW PROPERTY
WHEREAS the Company is a party of that certain Lease Disposition and Development
Agreement dated October 24, 2012, as amended, (the "LDDA"), for that certain property known
as the former Oakland Army Base;
WHEREAS that certain Memorandum of Lease Disposition and Development
Agreement (the "Memorandum of LDDA") was recorded in the Official Records of Alameda
County on December 4, 2012, as Document 2012403243 with respect to the Property described
therein (the "Property"), and that certain Memorandum of Partial Assignment (West Gateway) of
Lease Disposition and Development Agreement (the "Memorandum of Partial Assignment") was
recorded in the Official Records of Alameda County on June 27, 2014, as Document No.
2014152396 with respect to the Property;
WHEREAS concurrently herewith, the City of Oakland and Oakland Bulk and Oversized
Terminal, LLC will be entering into a ground lease for the portion of the Property commonly
referred to as the "West Gateway";
WHEREAS the Company desires to terminate and remove the Memorandum of LDDA
and the Memorandum of Partial Assignment from the Official Records of Alameda County with
respect only to the West Gateway pursuant to a Partial Termination and Removal of Memoranda
With Respect to Oakland Army Base West Gateway Property (the "Partial Termination"); it is
therefore
RESOLVED, that the Members hereby approve the Company's execution and delivery
of the Partial Termination and that any one of Mark Hansen, Jeff Major or Phil Tagami (acting
individually) is authorized, empowered and directed to execute and deliver the Partial
Termmation on behalf of the Company.

ProLogis-Mesquite LLC
By:

CCIG Oakland Global, LLC

Prologis,
a Maryland real estate mvestment trust,
its sole member

NamJij__JS
tdr^nT?

?/

By: Phil Tagami


Its: President of Sole Member

ProLogis-Mesquite LLC
By:

By:
Name:
Title:

CCIG Oakland Global, LLC

Prologis,
a Maryland real estate investment trust,
its sole member

By: Phil 'Xaga^


Its: President of Sole Member

ACTION BY UNANIMOUS WRITTEN CONSENT


OF THE SOLE MEMBER OF PROLOGIS MESQUITE, LLC
a Delaware limited liability company
Pursuant to the provisions of the Operating Agreement (the "Operating Agreement") of
ProLogis-Mesquite, LLC (the "Company"), the undersigned constitutes the Sole Member of the
Company and has the authority to direct the Company with respect to the matters set forth herein
and, pursuant to such authority, hereby consent to the following resolution effective February

1^,2016:
PARTIAL TERMINATION AND REMOVAL OF MEMORANDA - WGW PROPERTY
WTTEREAS the Company is a party of that certain Lease Disposition and Development
Agreement dated October 24, 2012, as amended, (the "LDDA"), for that certain property known
as the former Oakland Army Base;
WHEREAS that certain Memorandum of Lease Disposition and Development
Agreement (the "Memorandum of LDDA") was recorded in the Official Records of Alameda
County on December 4, 2012, as Document 2012403243 with respect to the Property described
therein (the "Property"), and that certain Memorandum of Partial Assignment (West Gateway) of
Lease Disposition and Development Agreement (the "Memorandum of Partial Assignment") was
recorded in the Official Records of Alameda County on June 27, 2014, as Document No.
20I4I52396 with respect to the Property;
WTIEREAS concurrently herewith, the City of Oakland and Oakland Bulk and
Oversized Terminal, LLC will be entering into a ground lease for the portion of the Property
commonly referred to as the "West Gateway";
WHEREAS the Company desires to terminate and remove the Memorandum of LDDA
and the Memorandum of Partial Assignment from the Official Records of Alameda County with
respect only to the West Gateway pursuant to a Partial Termination and Removal of Memoranda
With Respect to Oakland Army Base West Gateway Property (the "Partial Termination"); it is
therefore
RESOLVED, that the Member hereby approves the Company's execution and delivery
of the Partial Termination and any one of the following individuals are authorized to execute the
Partial Termination on behalf of the Company:
Mark Hansen, or
Jeff Major.

Prologis, a Maryland real estate investment trust

By:

N^eT ^ T ^ % ^

/
'^

ACTION BY UNANIMOUS WRITTEN CONSENT


OF THE MEMBERS OF OAKLAND BULK AND OVERSIZED TERMINAL, LLC
a California limited liability company
Pursuant to the provisions of the Operating Agreement of Oakland Bulk and Oversized
Terminal, LLC (the "Company"), the undersigned constitutes the sole Member of the Company
and has the authority to direct the Company with respect to the matters set forth herein and,
pursuant to such authority, hereby consent to the following resolution effective February ]ls ,
2016:
PARTIAL TERMINATION AND REMOVAL OF MEMORANDA - WGW PROPERTY
WHEREAS the Company is a party of that certain Lease Disposition and Development
Agreement dated October 24, 2012, as amended, (the "LDDA"), for that certain property known
as the former Oakland Army Base;
WHEREAS that certain Memorandum of Lease Disposition and Development
Agreement (the "Memorandum of LDDA") was recorded in the Official Records of Alameda
County on December 4, 2012, as Document 2012403243 with respect to the Property described
therein (the "Property"), and that certain Memorandum of Partial Assignment (West Gateway) of
Lease Disposition and Development Agreement (the "Memorandum of Partial Assignment") was
recorded in the Official Records of Alameda County on June 27, 2014, as Document No.
2014152396 with respect to the Property;
WHEREAS concurrently herewith, the City of Oakland and the Company will be
entering into a ground lease for the portion of the Property commonly referred to as the "West
Gateway";
WHEREAS the Company desires to terminate and remove the Memorandum of LDDA
and the Memorandum of Partial Assignment from the Official Records of Alameda County with
respect only to the West Gateway pursuant to a Partial Termination and Removal of Memoranda
With Respect to Oakland Army Base West Gateway Property (the "Partial Termination"); it is
therefore
RESOLVED, that the Member hereby approves the Company's execution and delivery
of the Partial Termination and any one of the following individuals are authorized to execute the
Partial Termination on behalf of the Company:
Phil Tagami; or
Mark McClure.

California Capital & Investment Group, Inc.,


a California corporation

By: _
lip jH.
H. Tagami
Name: Phillip
TagE
Its:
CEO

ACTION BY UNANIMOUS WRITTEN CONSENT


OF THE MANAGER OF CCIG OAKLAND GLOBAL, LLC
A California limited liability company
Pursuant to the provisions of the Operating Agreement of CCIG Oakland Global, LLC
(the "Company"), the undersigned is the Manager of the Company and has the authority to direct
the Company with respect to the matters set forth herein and, pursuant to such authority, hereby
consents to the following resolution effective February {(p , 2016:
PARTIAL TERMINATION AND REMOVAL OF MEMORANDA - WGW PROPERTY
WHEREAS the Company is a party of that certain Lease Disposition and Development
Agreement dated October 24, 2012, as amended (the "LDDA"), for that certain property known
as the former Oakland Army Base;
WHEREAS that certain Memorandum of Lease Disposition and Development
Agreement (the "Memorandum of LDDA") was recorded in the Official Records of Alameda
County on December 4, 2012, as Document 2012403243 with respect to the Property described
therein (the "Property"), and that certain Memorandum of Partial Assignment (West Gateway) of
Lease Disposition and Development Agreement (the "Memorandum of Partial Assignment") was
recorded in the Official Records of Alameda County on June 27, 2014, as Document No.
2014152396 with respect to the Property;
WHEREAS concurrently herewith, the City of Oakland and Oakland Bulk and Oversized
Terminal, LLC will be entering into a ground lease for the portion of the Property commonly
referred to as the "West Gateway";
WHEREAS the Company desires to terminate and remove the Memorandum of LDDA
and the Memorandum of Partial Assignment from the Official Records of Alameda County with
respect only to the West Gateway pursuant to a Partial Termination and Removal of Memoranda
With Respect to Oakland Army Base West Gateway Property (the "Partial Termination"); it is
therefore
RESOLVED, that the Manager hereby approves the Company's execution and delivery
of the Partial Termination and any one of the following individuals are authorized to execute the
Partial Termination on behalf of the Company:
Phil Tagami; or
Mark McClure.

California Capital & Investment Group, Inc.


a California corporation

By: _
illlagafidi
Name: Phil'
Its: Authorized Individual

^M

WRITTEN CONSENT OF BOARD OF DIRECTORS


OF THE
CALIFORNIA CAPITAL & INESTMENT GROUP, INC.
The undersigned, being the duly elected and acting Directors of the California Capital &
Investment Group, Inc., a California corporation (the "Corporation"), hereby adopt the following
resolutions by unanimous written consent, without a meeting, pursuant to Section 307(b) of the
California Corporations Code and the Bylaws of this Corporation, effective as of February /(g ,
2016:
GUARANTY OF MINIMUM PROJECT LIQUIDATED DAMAGES
WHEREAS Oakland Bulk and Oversized Terminal, LLC has been provided an
opportunity to enter into that certain Ground Lease for the West Gateway (the "WGW Lease") as
more particularly described in the Lease Disposition and Development Agreement, as amended;
and
WHEREAS the Corporation has been requested to guaranty the performance of Oakland
Bulk and Oversized Terminal, LLC, the Tenant under the WGW Lease, pursuant to that certain
Guaranty of Minimum Project Liquidated Damages (the "Guaranty"); and
WHEREAS after consideration, the Directors have determined that it is in the best
interest of the Corporation to provide the Guaranty; it is therefore
RESOLVED, that the Directors hereby approve the Corporation's execution and delivery
of the Guaranty and any one of the following individuals are authorized to execute the Guaranty
on behalf of the Corporation:
Phil Tagami; or
Mark McClure.
[Signatures on next page]

The Secretary of this Corporation is hereby directed to file this written consent
and the resolutions adopted hereby with the minutes of the proceedings of the Board of Directors.

Phil Tagami, Dtrec

Len Epstein, Director

Damian Fink, Director

(Vv^^V^Gee^.
Mark McClure, Director

^1
SCHEDULE 0
CITY f o r
OAKLAND
CONTRACTOR ACKNOWLEDGEMENT OF CITY OF OAKLAND CAMPAIGN CONTRIBUTION LIMITS
FOR CONSTRUCTION, PROFESSIONAL SERVICE & PROCUREMENT CONTRACTS
To be completed by City Representative prior to distribution to Contractor
City Representative

Phone

Department

Project Spec No.

Contract/Proposal Name

This is an Jr7 Original


Revised form (check one). If Original, complete all that applies. If Revised, complete
Contractor name and any changed data.

Contractor Name (WMA

M^L

O ^ ^ A .

Street Address ^ h m j t ^

OMM

Type of Submission (check one) I

| Bid I

^ W ' M

feff

iProposal I

Phone g j ^ - j H - J ^
City (MjhHlA.

| Qualification |

, State CA_

Zip^HtlZ

| Amendment

Majority Owner (if any). A majority owner is a person or entity who owns more than 50% of the contracting firm or entity.
Individual or Business Name C g j j w H ^ j
Street Address ggg fe^lo i4- CMM.

OimY&l
ftSM

j iMV^'ttWlCWr

, ^ ^ 0

Phone ^ ^

-M

City OOMXcind

f^V

State CA

Zip J ^ / 2 -

The undersigned Contractor's Representative acknowledges by his or her signature the following;
The Oakland Campaign Reform Act limits campaign contributions and prohibits contributions from
contractors doing business with the City of Oakland and the Oakland Redevelopment Agency during
specified time periods. Violators are subject to civil and criminal penalties.
I have read Oakland Municipal Code Chapter 3.12, including section 3.12.140, the contractor provisions of
the Oakland Campaign Reform Act and certify that l/we have not knowingly, nor will I /we make
contributions during the period specified in the Act.
I understand that the contribution restrictions also apply to entities/persons affiliated with the contractor as
indicated in the Oakland Municipal Code Chapter 3.12.080.
If there are any changes to the information on this form during the contribution-restricted time period, I will file an amended
form with the City of Oakland.

^2^=L

2-He

fmuur

l&

Date

Signature

tAC*sM\
Position

Print Name of Signer

6%a

To be Completed by City of Oakland after completion of the form


Date Received by City:

Date Entered on Contractor Database:

By
/

By

_
Revised 3/2/2009

^ k ^ - ^ ^

-x

DATE DOWN CERTIFICATE


(CITY OF OAKLAND)

COP

This Date Down Certificate is made and delivered by CITY OF OAKLAND, a municipal
corporation ("City"), with reference to that certain Army Base Gateway Redevelopment Project
Lease Disposition and Development Agreement, by and among Oakland Bulk and Oversized
Terminal, LLC, a California limited liability company, CCIG Oakland Global, LLC, a California
limited liability company, and Prologis Mesquite, LLC, a Delaware limited liability company,
signed October^-, 2012 and dated effective December 4, 2012, as amended (the "Agreement")
City hereby restates and reaffirms its representations and warranties set forth in Section 8.2 of
the Agreement with full force and affect as if set forth fully herein and made and delivered on the
date hereof without any exception or qualification other than those expressly set forth in the
Agreement.
Date: F^hrudrU

IkjjZglCg

"City"
City of Oakland,
a municipal corporation

City Administrator

S ^

APPROVED AS TO FORM:
BARBARA PARKER, CITY ATTORNEY

BV: SiMn^JLim^:
Dianne M. Millner
Deputy City Attorney

UjrdA

_.

_ .

REVISED June 19, 2 0 1 2


Approved as to Form and Legality:

'A^

Deputy City Attorney

CITY OF OAKLAND
ORDINANCE Nor

1 3 13 1 - "

CMS.

AN ORDINANCE: (1) AUTHORIZING THE CITY ADMINISTRATOR TO


NEGOTIATE AND EXECUTE A LEASE DISPOSITION AND
DEVELOPMENT/BILLBOARD FRANCHISE AGREEMENT, GROUND
LEASES, SITE MANAGEMENT PASS-THROUGH LEASE, AND
RELATED DOCUMENTS (COLLECTIVELY "LDDA") BETWEEN THE
CITY OF OAKLAND, AND PROLOGIS CCIG OAKLAND GLOBAL,
LLC, A DELAWARE LIMITED LIABILITY COMPANY (OR ITS
RELATED ENTITIES OR AFFILIATES), FOR THE DEVELOPMENT OF
A MIXED-USE INDUSTRIAL (WAREHOUSING AND LOGISTICS),
COMMERCIAL, INCLUDING BILLBOARD, MARITIME, RAIL, AND
OPEN SPACE PROJECT ON APPROXIMATELY 130 ACRES IN THE
CENTRAL, EAST, AND WEST GATEWAY AREAS OF THE FORMER
OAKLAND ARMY BASE ("PROJECT"); (2) AMENDING IN PART THE
CITY'S EMPLOYMENT AND CONTRACTING PROGRAMS FOR THE
ARMY BASE PROJECT; AND (3) WAIVING THE ADVERTISING AND
REQUEST FOR PROPOSAL PROCESS FOR A DESIGN-BUILD
CONTRACT FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS
AS DESCRIBED IN THE LDDA ("PUBLIC IMPROVEMENTS"), AND
AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO A
CONTRACT FOR THE DESIGN-BUILD OF THE PUBLIC
IMPROVEMENTS WITH CCIG OAKLAND GLOBAL, LLC, IN AN
AMOUNT TO BE DETERMINED PURSUANT TO THE TERMS OF THE
LDDA; ALL OF THE FORGOING DOCUMENTS TO BE IN A FORM
AND CONTENT SUBSTANTIALLY IN CONFORMANCE WITH THE
ATTACHED DOCUMENTS, WITHOUT RETURNING TO CITY
COUNCIL
WHEREAS, in 2003, in order to enable local economic redevelopment and job creation
and ease the economic hardship on the local community caused by the base closure per Section
2903 of Title XXIX of Public Law 101-510, the U.S. Department of the Army ("Army")
transferred via No-Cost Economic Development Conveyance ("EDC") certain real property (the
"EDC Property") located in the City of Oakland, County of Alameda, State of California, to the
Oakland Base Reuse Authority ("OBRA"), a joint powers authority composed of the City of
Oakland ("City") and the Redevelopment Agency of the City of Oakland ("Agency") under the
California Joint Exercise of Powers Act as set forth in Title 1, Division 7, Chapter 5, Article 1 of
the Government Code of the State of California (Government Code 6470 et seq.) by that
certain Quitclaim Deed for No-Cost Economic Development Conveyance Parcel, ("Army EDC

Deed") recorded August 8, 2003, as Doc. 2003-466370 in the Office of the Recorder of
Alameda County, California (the "Official Records"); and
WHEREAS, immediately thereafter, OBRA transferred portions of the EDC Property to
the Port of Oakland ("Port"), such that the Port now owns approximately 241 acres (the "Port
Development Area"), and the City owns approximately 170 acres, (the "Gateway Development
Area"), which EDC Property is generally depicted on the site map attached as Exhibit A; and
WHEREAS, in 2006, pursuant to the Oakland Army Base Title Settlement and Exchange
Agreement between the State of California, acting by and through the State Lands Commission
("State"), the Port, OBRA and the City, dated June 30, 2006, the City and Port completed the
exchange of public trust lands, such that the public trust was terminated on all of the City owned
EDC Property (see State of California Patent and Trust Termination recorded August 7, 2006, as
Doc. 2006-301853 in the Official Records), except on one approximately 16.7 acre parcel
conveyed from the State to the City by State of California Patent and Trust Termination recorded
August 7, 2006, as Doc. 2006-301850 ("Parcel E"); and
WHEREAS, also in 2006 and 2007, the portions of the EDC Property owned by OBRA
that were not subject to the public trust were conveyed by OBRA to the Agency by the following
Quitclaim Deeds, recorded September 19, 2006 as Docs. 2006-354006 and 2006-354007 and
May 17, 2007 as Doc. 2007-190760 in the Official Records; and
WHEREAS, pursuant to a March 3, 2011 Purchase and Sale Agreement, the Agency sold
and conveyed the Agency-owned portions of the EDC Property, excepting Parcel E, to the City
by grant deed recorded January 31, 2012 as Doc. 2012-30757 in the Official Records; Parcel E,
was transferred to the City as successor agency on February 1, 2012, pursuant to ABxl 26, the
law dissolving redevelopment agencies; and the City desires to continue the redevelopment
efforts in the Gateway Development Area; and
WHEREAS, the City of Oakland Charter Section 305 authorizes the City's Mayor to
actively promote economic development to broaden and strengthen the commercial and
employment base of the City; and
WHEREAS, pursuant to City Planning Code Section 17.104.060, advertising signs are
permitted under the terms and conditions of a franchise agreement authorized by the City; and
WHEREAS, to guide redevelopment of the EDC Property, the City adopted the Oakland
Army Base Area Redevelopment Plan in 2000, as most recently amended and restated March 21,
2006 per City Ordinance No. 12734 C.M.S ("Redevelopment Plan"), and adopted the Base
Reuse Plan in July 31, 2002, which plans affect and control the development of the EDC
Property; and
WHEREAS, in 2008, the City issued a Request for Qualifications to identify potential
development teams for redevelopment of a portion of the Gateway Development Area, including
all aspects of the planning and development of the site; and
WHEREAS, the City selected Prologis Property, L.P. ("Prologis") (successor-in-interest
to AMB Property, L.P., a Delaware limited partnership), and CCIG Oakland Global, LLC
("CCIG"), a California limited liability company (successor-in-interest to California Capital

-3-

Group, a California general partnership) (Prologis and CCIG referred to herein collectively as
"Developer") to negotiate with regarding development of a portion of the Gateway Development
Area the ("Project Site" or "Property"), generally depicted on the site map attached as Exhibit B;
and
WHEREAS, the City and Developer entered into an Exclusive Negotiating Agreement
("ENA") on January 22, 2010, a first amendment on August 10, 2010 and a second amendment
on April 11,2011; a third amendment is pending execution by June 12, 2012, regarding the
Project Site; and
WHEREAS, to support redevelopment of the EDC Property and serve the Gateway
Development Area, including the Project Site, beginning in 2008, the Port, then the City and the
Port, began pursuing Trade Corridor Improvement Fund ("TCIF") grant monies under the
Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006 for
infrastructure improvements to serve the EDC Property, known as the Outer Harbor Intermodal
Terminals ("OHIT") improvements; and
WHEREAS, the development contemplated in the ENA is dependent on infrastructure
described and funded in part by the TCIF grant monies, including a rail yard, and to that end, the
City and Port have entered into an agreement that describes how the City and Port will cooperate
on developing the shared infrastructure and related costs, known as the Cost Sharing Agreement,
dated July 27, 2011, which agreement may be amended from time to time; and
WHEREAS, during the ENA period, the City entered into a Professional Services
Agreement with the California Capital Group, to design the OHIT infrastructure improvements
for the EDC Property and related necessary off-site intersection improvements ("Public
Improvements") to support the timeline required by the application for TCIF monies; and
WHEREAS, consistent with the terms developed through the ENA period, the City
desires to have the Developer, through its affiliate and assignee, CCIG: (a) act as the
franchisee/licensee for the construction and operation of billboards on the Project Site; (b)
manage the Project Site for pre-construction work and the Public Improvements work through a
pass-through lease, and (c) manage the construction, through a design-build contract, of the
Public Improvements; and
WHEREAS, during the ENA period, the City and the Developer evaluated the design
and financial feasibility of a proposed mixed-use industrial (warehousing and logistics),
commercial, including billboards, maritime, rail, and open space project on the Project Site; and
WHEREAS, Developer desires to lease the Project Site for billboard use and
development of approved uses ("Private Improvements") in five lease areas - Billboard Sites,
West Gateway, Rail Right of Way, Central Gateway and East Gateway; and
WHEREAS, together, the Public Improvements and Private Improvements on the
Project Site are considered the "Project;" and
WHEREAS, staff and Developer have negotiated the terms of a Lease Disposition and
Development Agreement ("LDDA") and its exhibits, including Ground Leases related to the four
lease areas for the lease of the Project Site for development of the Private Improvements, a
974117vl

Billboard Franchise/Lease Agreement, a Site Management Pass-Through Lease to allow for


management of the Project Site for the Public Improvement work, a Design-Build Contract for
construction of the Public Improvements, and related documents which set forth the terms and
conditions of the development of the Project and the use of the Property by the Developer and
any successors to the Property; copies of the LDDA and its attachments axe attached hereto as
Exhibit C; and
WHEREAS, pursuant to Oakland Municipal Code Sections 2.04.050.1, 2.04.05l.B, and
2.04.180, the City Council may waive advertising and bidding and request for proposal processes
to select a contractor for award of a contract to design and construct a design-build project upon
a finding that it is in the best interests of the City to do so; and
WHEREAS, conducting a competitive bid process for a design-build project as complex
as the Public Improvements would require four to six months and entail developing a scope and
Request for Proposals, advertising the project, holding at least two pre-bid meetings, evaluating
submissions, negotiating the contract, and seeking the City Council's authorization to enter into
the contract; and
WHEREAS, to be able to begin construction by the TCIF deadline of December 2013,
the selected contractor would have to use more resources on the project than usual at a higher
cost to the City; and
WHEREAS, the City Administrator recommends that it is in the best interests of the City
to waive the advertising and bidding and request for proposal processes for the contract to design
and construct the Public Improvements because it enables TCIF project timelines to be met and
helps ensure retention of the TCIF grant monies, which are necessary for the construction of
Public Improvements; and
WHEREAS, consistent with the purposes of the EDC transfer from the Army to create
local jobs, the City and Developer desire to implement a Community Benefits Program as set
forth in the LDDA that commits to, among other things, creating jobs for the local community in
West Oakland, and to that end includes employment policies and procedures that are intended to
strengthen existing City policies and expressly supersede the employment portions of City
Council Ordinance No. 12389 (12/18/01), as amended by City Council Ordinance 13101
(12/20/11), and the program Guidelines in the Local and Small Local Business Enterprise
Program guidance dated February 1, 2012 with regard to Local Employment Program, Local
Construction Employment Referral Program, and Apprenticeship Program; and
WHEREAS, consistent with the purposes of the EDC transfer from the Army, the City
has amended the Base Reuse Plan to reflect development of the Project; and
WHEREAS, the City finds that the Project will implement the goals and objectives of
the Redevelopment Plan and the Base Reuse Plan; and
WHEREAS, the City previously prepared and certified/adopted the 2002 Oakland Army
Base ("OARB") Redevelopment Plan Environmental Impact Report, which was a "project level"
EIR pursuant to California Environmental Quality Act ("CEQA") Guidelines section 15180(b);
the 2006 OARB Auto Mall Supplemental EIR and 2007 Addendum; and the 2009 Addendum for
the Central Gateway Aggregate Recycling and Fill Project; while the Port prepared and adopted
974117vl

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the Port's 2006 Maritime Street Addendum (collectively called "Previous CEQA Documents);
and
WHEREAS, in addition to any grant funds. City funds will be available for the
construction of the Public Improvements pursuant to the Design-Build contract from: (1) Joint
Army Base Infrastructure Fund (5672) Infrastructure Master Plan Project (C415720); (2) OBRA
Leasing & Utility Fund (5671) Leasing & Utility Project (P294110); (3) OBRA Utility &
Leasing Fund (5671) Tidelands Trust Related Project (C437310); (4) Oakland Army Base Joint
Remediation Fund (5674); and (5) scheduled land sales; and
WHEREAS, the funds in the Oakland Army Base Remediation Fund (5674) shall be
used solely for the environmental remediation of the Project Site, and if funds remain after
environmental remediation has been completed, staff will recommend that the City Council
reprogram the funds remaining in Oakland Army Base Remediation Fund (5674) for other Public
Improvements; and
WHEREAS, in return for the City's agreement to franchise and lease up to five billboard
sites to Developer, Developer is required to pay billboard proceeds to the City on the terms and
conditions set forth in the Billboard Franchise/Lease Agreement; and
WHEREAS, in return for the City's lease of the Property to Developer, Developer is
required to pay rent to the City on the terms and conditions as set forth in the Ground Leases;
and
WHEREAS, the initial terms of the Ground Leases shall commence on the date
possession is delivered under the LDDA, and continue for 66 years from the commencement
date, all on the terms and conditions as described in the respective Ground Leases; and
WHEREAS, under the Ground Leases, the City shall retain ownership of the Project Site
at all times; and
WHEREAS, the LDDA requires that the Developer construct and operate the Project
consistent with the Redevelopment Plan and restricts the use of the Property to specified uses as
set forth in the "Scope of Development" attached to the LDDA; and
WHEREAS, the LDDA incorporates a Community Benefits Program that addresses
environmental, contracting and jobs requirements consistent with the so-called "Areas of
Agreement" as set forth in that certain City Council meeting report dated December 13, 2011.
WHEREAS, consistent with the Areas of Agreement, the City has adopted a resolution
authorizing the City Administrator to use reasonable efforts in good faith to negotiate and
execute a Cooperation Agreement with specified Community Groups, the Alameda County
Building and Construction Trades Council, and the Alameda County Central Labor Council
(collectively the "Coalition"), an unincorporated association of employment and contracting
advocacy organizations that, among other things, in return for the Coalition's release of claims
regarding the Project, requires the City to include (a) a Construction Jobs Policy as a material
term of any contract that the City awards for work to be performed on the Project Site; and (b) an
Operations Jobs Policy as a material term of certain leases or service contracts that the City
enters into with any entity that may employ workers on the Project Site; and
974H7V1

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WHEREAS, a copy of the proposed LDDA and its exhibits with the related agreements
is on file with the City Clerk;
NOW, THEREFORE THE COUNCIL OF THE CITY OF OAKLAND DOES
ORDAIN AS FOLLOWS:
Section 1: The City Council, based upon its own independent review, consideration, and
exercise of its independent judgment, hereby finds and determines, on the basis of substantial
evidence in the entire record before the City, that none of the circumstances necessitating further
CEQA review are present. Thus, prior to approving the Project, the City can rely on the Previous
CEQA Documents and the 2012 OARB Initial Study/Addendum.
Section 2: Specifically, the City Council affirms and adopts as its own, the findings and
determinations the June 12, 2012, City Council Agenda Report, including without limitation the
discussion, findings, conclusions, specified conditions of approval (including the Standard
Conditions of Approval/Mitigation Monitoring and Reporting Program ("SCA/MMRP")), and
the CEQA findings contained m Attachment C to the Agenda Report, each of which is hereby
separately and independently adopted by this Council in full, as if fully set forth herein.
Section 3: The City Council finds and determines that this action complies with CEQA
and the Environmental Review Officer is directed to cause to be filed a Notice of Determination
with the appropriate agencies.
Section 4: The record before this Council relating to this action, includes without
limitation those items listed in Attachment C to the Agenda Report for this item, as if fully set
forth herein, which are available at the locations listed in said Exhibit.
Section 5: The City hereby finds and determines that the lease of the Property through
the Site Management Pass-through Lease for the Public Improvements, the Billboard
Franchise/Lease Agreement and the Ground Leases by the City to the Developer for the Project
furthers economic development in the City, conforms to and furthers the goals and objectives of
the Redevelopment Plan in that: (1) the Project, once developed, will create permanent jobs for
low and moderate income people, including jobs for area residents; (2) the Project will enhance
the City's and Port's competitiveness and enable it to capture more of the growth in the global
logistics industry; and (3) the Project, once developed, will enhance depreciated and stagnant
property values in the surrounding areas, and will encourage efforts to alleviate economic and
physical blight conditions in the area, including high business vacancy rates, excessive vacant
lots, and abandoned buildings, by enhancing the development potential and overall economic
viability of neighboring properties.
Section 6: Pursuant to Oakland Municipal Code Sections 2.04.050.1, 2.04.05l.B, and
2.04.180 and for the reasons set forth above and in the City Administrator's Agenda Report
accompanying this Ordinance, the City Council finds that it is in the best interests of the City to
waive advertising and bidding and request for proposal processes for the selection of a qualified
contractor to design and construct the Public Improvements, and so waives the requirements.
Section 7: The City Administrator or her designee is authorized to negotiate and execute
a contract for the design-build of the Public Improvements with CCIG in an amount to be
determined pursuant to the terms of the LDDA.
974117vl

Section 8: The City Administrator or her designee is authorized to lease the Property to
Developer, subject to and on the terms and conditions of the LDDA and the respective Site
Management Pass-Through Lease, and Ground Leases/Billboard Franchise/Lease Agreement.
Section 9: The City Administrator or her designee is authorized to allocate funding in the
amount of $54,500,000 for the implementation of the Project from (1) Joint Army Base
Infrastructure Fund (5672) Infrastructure Master Plan Project (C415720); (2) OBRA Leasing &
Utility Fund (5671) Leasing & Utility Project (P294110); (3) OBRA Utility & Leasing Fund
(5671) Tidelands Trust Related Project (C437310); (4) Oakland Army Base Joint Remediation
Fund (5674); and (4) scheduled land sales to Fund (5672) and Project (to be established).
Section 10: The funds in Oakland Army Base Remediation Fund (5674) shall be used
solely for the environmental remediation of the Project Site, and if funds remain after
environmental remediation has been completed, staff will recommend that the City Council
reprogram the funds remaining in Oakland Army Base Remediation Fund (5674) for other Public
Improvements.
Section 11: The City and the Developer have agreed to a Community Benefits Program
that includes environmental, contracting and jobs provisions as set forth in the LDDA. The
environmental requirements are set forth in the SCA/MMRP attached to the LDDA. The
contracting requirements follow the City's Contracting Policy (Council Ordinance 13101
(12/20/11)), as amended by this LDDA to provide for a capacity study/good faith compliance
provisions and special conditions for contracting with West Oakland businesses. The Developer
has agreed to implement a Construction Jobs Policy and an Operations Jobs Policy, both of
which strengthen existing City employment policies. The Construction Jobs Policy and the
Operations Job Policy expressly supersede the employment portions of City Ordinance No.
12389, as amended by Council Ordinance 13101 (12/20/11), and the program Guidelines in the
Local and Small Local Business Enterprise Program guidance dated February 1, 2012 with
regard to Local Employment Program, Local Construction Employment Referral Program, and
Apprenticeship Program. The City has agreed to make good faith efforts to enter into a
Cooperation Agreement with the Community Groups and a Project Labor Agreement for the
Public Infrastructure that incorporates the Construction Jobs Policy and Operations Jobs Policy.
Section 12: The City Council must authorize by appropriate ordinance or resolution any
amendments to any of the Jobs Policies.
Section 13: Section 2.2 of the LDDA is amended by adding the following concept: "The
City shall not seek or agree to amend the provisions of such matters [specified in Section 2.2]
other than the Cooperation Agreement except for an amendment to the Cooperation Agreement
which would require a third party's prior consent to the City's agreement to amend the LDDA."
Section 14: The City Administrator or her designee is hereby authorized to negotiate and
execute, in form and content substantially in conformance with the LDDA and its attachments, as
set forth in Exhibit C, without returning to City Council: (1) the LDDA with the Developer for
the Project, (2) upon satisfaction or waiver of the conditions precedent, the Ground Lease(s); (3)
the exhibits to the LDDA including, without limitation, the Billboard Franchise/Lease
Agreement, Site Management Pass-Through Lease, and the Design-Build Contract; and (4) such
other additions, amendments or other modifications to the LDDA (including, without limitation.

974117vl

preparation and attachment of, or changes to, any or all of the exhibits) that the City
Administrator, in consultation with the City Attorney's Office, determines are in the best interests
of the City, do not materially increase the obligations or liabilities of the City, and are necessary
or advisable to complete the transactions which the LDDA contemplates to be conclusively
evidenced by the execution and delivery by the City Administrator of the LDDA and any such
amendments thereto; and (5) such other documents as necessary or appropriate, in consultation
with the City Attorney's Office, to facilitate the lease and development of the Property for the
Project in order to consummate the transaction under the LDDA in accordance with this
Ordinance, or to otherwise effectuate the purpose and intent of this Ordinance and its basic
purpose.
Section 15: The terms of the Billboard Franchise/Lease Agreement shall substantially
conform with the terms of the Billboard Term Sheet attached herein in Exhibit C.
Section 16: The City Council authorizes City staff to amend the LDDA and related
documents if required by the CTC to preserve TCIF funds for the development of the 2012
OARB Project without returning to City Council; and be it
Section 17: The City Administrator shall determine satisfaction of conditions precedent
under the LDDA to the conveyance of the leasehold estates in the Project, such determination to
be conclusively evidenced by the execution and delivery by the City Administrator of the
respective Site Management Pass-Through Lease or Ground Lease(s).
Section 18: All documents related to this transaction shall be reviewed and approved by
the City Attorney's Office prior to execution, and copies will be placed on file with the City
Clerk.
IN COUNCIL, OAKLAND, CALIFORNIA.

JML

^ ^U'^

, 2012

PASSED BY THE FOLLOWING VOTE:


AYES-

m&Sm,

BRUNNER, DE LA FUENTE, KAPLAN, KZgfeggStfaf, NADEL, SCHAAF, and

PRESIDENT REID _ ,
NOES-^ABSENT- ^ r o o W - S - I
ABSTENTION- J&-

LATONDA SIMMONS
City Clerk and Clerk of the Council
of the City of Oakland, California

DATE OF ATTESTATION:

974117V1

miiL

rM?D

REVISED

, ' - J r " r i i x CltS* 1

Approved as to form and legality

m HOV 25 ^ K L A N D C I T Y C O U N C I L
_

1 Q 2 fi 3

ORDINANCE NO 1

Depu,vC ,A ,omey

" '

C.M.S.

ORDINANCE AUTHORIZING THE CITY ADMINISTRATOR TO


NEGOTIATE AND EXECUTE A THIRD AMENDMENT TO THE ARMY
BASE GATEWAY REDEVELOPMENT PROJECT LEASE DISPOSITION
AND DEVELOPMENT AGREEMENT ("LDDA") WITH PROLOGIS CCIG
OAKLAND GLOBAL, LLC ("DEVELOPER") SUBSTANTIALLY IN
CONFORMANCE WITH THE ATTACHED TERM SHEET, WITHOUT
RETURNING TO THE CITY COUNCIL, TO: (1) DIVIDE THE CENTRAL
GATEWAY BETWEEN DEVELOPER AFFILIATES PROLOGIS, L.P.
("PROLOGIS") AND CCIG OAKLAND GLOBAL, LLC ("CCIG"); (2)
EXCLUDE FROM THE CENTRAL GATEWAY GROUND LEASE AN
APPROXIMATELY 14.63 ACRE PARCEL KNOWN AS MH-1; (3) CHANGE
THE CENTRAL GATEWAY LESSEE TO PROLOGIS; (4) NEGOTIATE
AND EXECUTE A NEW GROUND LEASE WITH CCIG FOR THE MH-1
PARCEL; (5) PROVIDE THE OPTION TO LEASE THE EAST GATEWAY
PARCELS, CE1 AND CE2, IN SEPARATE PHASES; AND (6) AMEND THE
LEASES AS NECESSARY TO REFLECT THE TERM SHEET
>

WHEREAS, on June 19, 2012, the Oakland City Council, via Resolution No. 83930
C.M.S., approved the amended Oakland Anny Base (OARB) Reuse Plan (Master Plan),
including adopting the 2012 OARB Initial Study/Addendum (IS/Addendum), making related
California Environmental Quality Act (CEQA) findings, and adopting the Standard Conditions of
Approval/Mitigation Monitoring and Reporting Program (SCA/MMRP); and
WHEREAS, on July 3, 2012, the Oakland City Council approved via: Ordinance No,
13131 C.M.S., a Lease Disposition and Development Agreement ("LDDA") and related
documents between the City of Oakland (the "City") and Prologis CCIG Oakland Global, LLC
("Developer"), for the development of approximately 130 acres of the Gateway Developmertt
Area of the former Oakland Army Base; and
WHEREAS, Developer entity is a joint ventnte consisting of Prologis, L.P. ("Prologis")
and CCJG Oakland Global, LLC ("CCIG"); and
WHEREAS, the LDDA contemplates that upon satisfaction of conditions precedent the
City shall enter into ground leases for portions of the Gateway Development Area in three Phases
as follows: Phase 1: Central Gateway with the Prologis/CCIG joint venture as Developer, Phase
2: East Gateway with Prologis, and Phase 3: West Gateway with CCIG; and
WHEREAS, to enable the private development (the "Private Improvements") of the
three Phases, the City committed to building Public Improvements consisting of new
underground utilities, new on-surface roads and other transportation improvements to serve the

entire Gateway Development Area, as well as improvements to the land underlying the Private
Improvements", and
WHEREAS, completion of the Public Improvements for each Phase is a condition
precedent to Developer's obligation to close escrow on the Phase; and
WHEREAS, on May 7, 2013 the City and the State of California Department of
Transportation ("State") entered into a Trade Corridor Improvement Fund ("TCIF") Grant
Agreement (the "Grant Agreement") to provide the City with $176,341,000 from the TCIF
program for constructing the Public Improvements segment of the TCIF Project (the "Project");
and
WHEREAS, the Grant Agreement defines the Project as consisting of Segments 1
(Remediation), 3 (Public Improvements: City Site Prep Work and Backbone Infrastructure:), 4
(Recycling Facilities), and 5 (Private Improvements: City Trade & Logistics Facilities), and
excludes Segments 2 and 6, which consist of rail improvements to be delivered by the Port of
Oakland (Segment 2 of which is required for completion of the Private Improvements); and
WHEREAS, the Grant Agreement requires the City to match the TCIF grant amount
with an equal amount of local, federal or private investment in the Project; and
WHEREAS, the City is relying on the Private Improvements and other public
investments to provide the required match; and
WHEREAS, the City is entering into a Rail Access Agreement with the Port to enable
the Private Improvements; and
WHEREAS, the Grant Agreement requires the City to provide the State with a final
report on the Public Improvements by April 16, 2019, and a final report on the Private
Improvements by June 30, 2020; and
WHEREAS, on October 23, 2012 the City entered into a Property Management
Agreement with California Capital & Investment Group, Inc. as its agent (the "Property
Manager") to provide the City with property management services for the Gateway Development
Area that include contracting for and overseeing the construction of the Public Improvements;
and
WHEREAS, on October 17, 2013, the Property Manager on behalf of the City, executed
a Design-Build Contract with a joint venture contractor for the construction of the Public
Improvements; and
WHEREAS, the Design-Build Contract includes a Guaranteed Maximum Price ("GMP")
which, absent change orders, caps the amount payable under the contract for completion of the
Public Improvements, and
WHEREAS, on October 18, 2013, the City and Developer executed a First Amendment
to the LDDA to clarify certain provisions of the LDDA, including the scope of the Public
Improvements, the funding available for completing them, and the amount of the GMP allocated
to Public Improvements for each Phase; and
"1

WHEREAS, since November 2013, when construction of the Public Improvements


began, more environmental and geotechnical issues have surfaced in the Central Gateway than
can be addressed under the GMP, thereby preventing the City from completing Public
Improvements for the Central Gateway and satisfying a condition precedent to closing escrow on
that Phase; therefore, the City and Developer re-sequenced the Project to allow for completion of
Public Improvements for the other Gateway areas; and
WHEREAS, the East Gateway is comprised of two parcels, CEl and CE2, which the
LDDA contemplates being ground leased in a single East Gateway Phase; and
WHEREAS, the East Gateway has geotechnieal issues in both CEl and CE2,r and
WHEREAS, the geotechnical issues in CEl and CE2 appear to be manageable under the
GMP if the resources that were allocated to the Central Gateway are redirected to the East
Gateway; and
WHEREAS, if the geotechnical issues cannot be resolved in both CEl and CE2 under
the GMP, the City wishes to have the option to ground lease CEl and CE2 in separate phases;
and
WHEREAS, the Central Gateway is proposed to be divided into two parcels to, among
other things, accommodate moving Caltrans for an interim period; and
WHEREAS, Caltrans has a construction easement at the West Gateway for the
deconstruction of the Bay Bridge, an effort which Caltrans estimates could take until 2018; and
WHEREAS, the City cannot deliver the West Gateway Phase to CCIG until Caltrans
vacates the site; and
WHEREAS, an approximately 14.63-acre parcel in the Central Gateway known as MH-1
and the Port's Berth 9 provide Caltrans with an alternative location for its deconstruction
activities; and
WHEREAS, Caltrans' deconstruction activities do not require a long-term resolution to
the geotechnical issues in the Central Gateway, and, pursuant to the parties' voluntary agreement,
can be moved to the MH-l parcel as an interim use; and
WHEREAS, Developer has requested that the Central Gateway be divided betweeri
Prologis and CCIG, allowing CCIG to directly lease the MH-1 parcel and Prologis to lease the
approximately 30.02 acre remainder of the Central Gateway; and
WHEREAS, CCIG has agreed to waive and pay for certain Public Improvements on the
West Gateway and MH-1 to facilitate completion of the Public Improvements on the East
Gateway in exchange for reimbursement of such costs by prepaid rent; and
WHEREAS, the City and Developer, having executed on December 3,2013 an
administrative Second Amendment to the LDDA, now desire ;to negotiate and execute a Third
Amendment to the LDDA substantially in conformance with the attached term sheet; and

WHEREAS, the City Council finds that the Third Amendment to the LDDA will
facilitate accelerating the delivery and development of the North, East and West Gateways and
implement the goals and objectives of the Reuse Plan; now, therefore

THE COUNCIL OF THE CITY OF OAKLAND DOES ORDAIN AS FOLLOWS:


Section 1.
The City Council, based upon its own independent review, consideration,
and exercise of its independent judgment, hereby finds and determines, on the basis of substantial
evidence in the entire record before the City, that none of the circumstances necessitating further
CEQA review are present. Thus, prior to approving the changes to the terms and conditions, the
City Council finds and determines that it can continue to rely on the previously adopted 2012
OARB Initial Study/Addendum for the reasons stated in the June 12, 2012, May 28,2013, and
December 2, 2014 City Council Agenda Reports and related attachments/exhibits. The (Final and
Corrected) Standard Conditions of Approval/Mitigation Monitoiitig and Reporting Program,
dated October 15, 2012, is also hereby reaffirmed/readopted, including the clarifying corrections
discussed at the June 4, 2013 City Council hearing (Mitigation Measure 4.4-3b, West Gateway
Rail and Maritime Emissions Reductions Program) and in the Agenda Report: for the July 2, 2013
City Council meeting (Mitigation Measure 4.3-10, Parking Demand Study), and the revisions
discussed at the July 2, 2013 City Council meeting (Mitigation Measure PO-1, Stakeholder
Review of Air Quality and Trucking Plans).
Section 2.
The City Council finds and determines that this action complies with
CEQA and the Environmental Review Officer is ditected to cause 10 be filed a'Notice of
Determination with the appropriate agencies.
Section 3.
The recitals contained in this Ordinance: (1) are incorpotated in this
Ordinance by reference including, without limitation, the definitions referenced therein; and (2)
are true and correct, and are an integral part of the City Council's decision.
Section 4.
The City Administrator or his or her designee is hereby authorized to
negotiate and execute a third amendment ("Third Amendment") to the Army Base Gateway
Redevelopment Project Lease Disposition and Developmenc Agreemunt ("LDDA") with Prologis
CCIG Oakland Global, LLC ("Developer") substantially in conformance with the term sheet
attached hereto, subject to modification pursuant to Sections 5 and 6 of this Ordinance ("Term
Sheet"), without returning to the City Council, to: (1) divide the Central Gateway between
Developer affiliates Prologis, L.P. ("Prologis") and CCIG Oakland Global, LLC ("CCIG"); (2)
exclude from the Central Gateway ground lease an approximately 14.63-acre parcel known as
MH-1; (3) change the Cetitral Gateway lessee to Prologis; (4) negotiate and execute a new
ground lease with CCIG for the MH1 parcel; (5) provide the option to lease the East Gateway
parcels, CEl and CE2, in separate phases; and (6) amend the leases as necessary to reflect the
Term Sheet.
Section 5.
While the Term Sheet sets forth the City's preferred provisions, the City
and Developer have not reached final agreement on some of the terms set forth in the Term Sheet
for the Third Amendment to the LDDA. The City Administrator is authorized to negotiate and
reach mutual resolution with the Developer on the final terms of the Term Sheet, and execute the
Third Amendment to the LDDA consistent with the negotiated final terms, without returning to
City Council.

Section 6.
The City Administrator or his or her designee is hereby authorized,
without returning to City Council, to take any and all steps necessary to implement and/or
effectuate this Ordinance, which are consistent with the basic purpose and intent of this
Ordinance; provided, however, any legal agreements shall be subject to the review and approval
of the Office of the City Attorney; such steps may include, without limitation,-negotiation and
execution of such other additions, amendments or other modifications to any other document that
the City Administrator, in consultation with the City Attorney's Office, determines are in the best
interests of the City, do not conflict with the terms of the Cooperation Agreement (as defined in
the LDDA), do not materially increase the obligations or liabilities of the City, and are necessary
or advisable to complete the transactions which the Third Amendment contemplates.
IN COUNCIL, OAKLAND, CALIFORNIA,

DEC'16 2014

PASSED BY THE FOLLOWING VOTE:


AYES- B I M S S , GALLO, GIBSON MCELHANEY, KALB, KAPLAN, REID, SCHAAF, and PRESIDENT
KERNIGHAN_-Y
NOES-

ABSENT- S
ABSTENTION- " B r c O ^ S . - 1

&M^

LaTonda Simmons
City Clerk and Clerk of the Council
of the City of Oakland, California

Introduction Date

DEC 0 9 2014

DATE OF ATTESTATION

NOTICE AND DIGEST


ORDINANCE AUTHORIZING THE CITY ADMINISTRATOR TO NEGOTIATE AND
EXECUTE A THIRD AMENDMENT TO THE ARMY BASE GATEWAY
REDEVELOPMENT PROJECT LEASE DISPOSITION AND DEVELOPMENT
AGREEMENT WITH PROLOGIS CCIG OAKLAND GLOBAL, LLC ("DEVELOPER")
SUBSTANTIALLY IN CONFORMANCE WITH THE ATTACHED TERM SHEET,
WITHOUT RETURNING TO THE CITY COUNCIL, TO: (1) DIVIDE THE CENTRAL
GATEWAY HETWEEN DEVELOPER AFFILIATES PROLOGIS, PROPERTY L.P.
("PROLOGIS") AND CCIG OAKLAND GLOBAL, LLC ("CCIG"); (2) EXCLUDE
FROM THE CENTRAL GATEWAY GROUND LEASE AN APPROXIMATELY 14.63
ACRE PARCEL KNOWN AS MH-1; (3) CHANGE THE, CENTRAL GATEWAY
LESSEE TO PROLOGIS; (4) NEGOTIATE AND EXECUTE A NEW GROUND LEASE
WITH CCIG FOR THE MH-1 PARCEL; AND (5) PROVIDE THE OPTION TO LEASE
THE EAST GATEWAY PARCELS, CEl AND CE2, IN SEPARATE HEASES; AND (6)
AMEND THE LEASES AS NECESSARY TO REFLECT THE TERM SHEET
In 2012, the City entered into the Army Base Gateway Redevelopment Project Lease Disposition
and Development Agreement ("LDDA") with Prologis CCIG Oakland Global, LLC
("Developer") for the development of approximately 140 acres of the former Oakland Army
Base. There were two administrative amendments to the LDDA. This ordinance authorizes the
City Administrator to negotiate and execute a Third Amendment to the LDDA, substantially in
conformance with the attached term sheet, to:
(1)
(2)
(3)
(4)
(5)
(6)

Divide the Central Gateway between the Developer Affiliates Prologis L.P. and
CCIG Oakland Global, LLC
Exclude from the Central Gateway Ground Lease a 14.63-acre parcel known as MH-1
Change the Central Gateway Lessee to Prologis
Negotiate and execute a new Ground Lease with CCIG for the MH-1 parcel
Provide the City with the option to lease the East Gateway parcels, CEl and CE2, in
separate phases
Amend the leases attached to the LDDA as necessary to reflect the term sheet

These actions are intended to accelerate the delivery and private development of the Array Base.