Alameda City Council
September 6, 2022

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SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FOR ALAMEDA POINT – SITE A

This Sixth Amendment to Disposition and Development Agreement for Alameda Point – Site A (“Sixth Amendment”) is entered into as of __________ ___, 2022 (the “Effective Date”), by and between the City of Alameda, a California charter city (t he “City”), and Alameda Point Partners, LLC, a Delaware limited liability company (the “Developer”).

RECITALS

A. The City and Developer have entered into that certain Disposition and Development Agreement for Alameda Point-Site A, dated as of August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement, dated as of February 8, 2017, and effective as of March 9, 2019 (the “First Amendment”), that Second Amendment to Disposition and Development Agreement, dated as of July 19, 2017 (the “Second Amendment”), that Third Amendment to Disposition and Development Agreement dated as of March 7, 2018 (the “Third Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018 (the “Fourth Amendment”), and clarified by Operating Memoranda dated Sept ember 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017, March 7, 2018 and July 25, 2019 (collectively, the “Operating Memoranda”).

The Original DDA was also amended by that certain Fifth Amendment, dated October 10, 2018, entered into by and between the City and Eden Housing, Inc., which amendment was limited to Block 8 and acknowledged and agreed to by Developer (the “Fifth Amendment”). The Original DDA, as so amended and clarified, is referred to herein as the “DDA.”

B. The DDA contemplated development of a 68-acre area within Alameda Point that extends generally from the Main Street entrance of Alameda Point to the eastern edge of the Seaplane Lagoon and included 800 housing units (200 affordable), 600,000 square feet of commercial development, and extensive parks and utility infrastructure (the “Site A Project”).

C. The Developer has closed escrow on Phase 1 and substantially completed construction of the Phase 1 Backbone Infrastructure and was pursuing completion of the Phase 1 Vertical Improvements and the Close of Escrow on Phase 2. However, changes in market conditions impacted the Developer's ability to meet the Milestone Dates for these items. On or about October 28, 2020, the City delivered a Notice of Default regarding, among other items, the Developer’s failure to timely commence and complete the Block 10 Vertical Improvements and failure to timely close escrow on Phase 2 (the “Notice of Default”). The Developer timely commenced its efforts to cure the matters set forth in the Notice of Default. During that effort, the Developer proposed certain amendments to the Development Plan and the Development Agreement that were intended to make it financially feasible to proceed with the development of the balance of the Site A Project. The Parties entered into that certain Tolling Agreement, dated May 20, 2021, related to the Notice of Default (as amended, the “Tolling Agreement”) to provide the Parties with additional time to discuss the Developer’s proposed amendments to the 2 676\05\3352874.1
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Development Plan and the Development Agreement and other amendments to the DDA.

D. On or about May 17, 2022, the City Council approved a term sheet related to the proposed amendments to the DDA and Site A Project. On or about July 25, 2022, the Planning Board approved certain amendments the Development Plan and Development Agreement. The Planning Board further determined that in reliance on the Alameda Point EIR and General Plan EIR, which fully evaluate the environmental impacts of development at Alameda Point including Site A, no further environmental review with respect to the proposed amendments to the DDA and the Site A Project was required.

E. The City and the Developer now desire to amend the DDA in accordance with the terms and conditions of this Sixth Amendment to, among other matters, (1) revise the Site A Project Phasing, (2) memorialize amendments to the Development Plan, (3) revise the Milestone Schedule and (4) resolve the matters set forth in the Notice of Default.

AGREEMENT

WITH REFERENCE TO THE FACTS RECITED ABOVE, the City and the Developer agree as follows:

1. Definitions. Capitalized terms not defined in this Sixth Amendment shall have the same meaning set forth in the DDA.

2. Revised Exhibits. Exhibit C (Phasing Plan), Exhibit F (Milestone Schedule, Exhibit G (Infrastructure Package) and Exhibit H (Development Plan) are hereby deleted in their entirety and replaced with, as applicable, Exhibits C, F, G and H, attached hereto.

3. Phasing Plan. The revised Phasing Plan reflects the following changes:

3.1 Phase 1A of the Property consists of Blocks 5A, 6, 7, 8, 9, 11 and 18 (“Phase 1A”);

3.2 Phase 1B of the Property consists of Blocks 1A, 10A and 10B (“Phase 1B”, and together with Phase 1A, “Phase 1”);

3.3 Phase 2A of the Property consis ts of Block 15 (“Phase 2A”);

3.4 Phase 2B of the Property consists of Blocks 14, 16 , 17A and 17B (“Phase 2B”);

3.5 Phase 2C of the Property consists of Blocks 12, 13 and 19 (“Phase 2C”, and collectively with Phases 2A and 2B, “Phase 2”); and

3.7 Phase 3 of the Property consists of Bl ocks 1B, 2, 3, 4 and 5B (“Phase 3”). 3 676\05\3352874.1
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4. Phase 1B and Phase 2 Uses.

4.1 Amended Uses. Subject to Developer’s rights under Sections 4.2 and 4.3, below, and the minimum density requirements set forth in the Development Plan, the revised Development Plan provides for the following amended uses for Phase 1B and Phase 2:

(a) Phase 1B:
(i) Blocks 1A and 10A are de signated for development into one hundred and eight (108) market rate townhome units; and (ii) Block 10B is designated for development of ten thousand (10,000) square feet of retail space, ninety (90) multifamily Very Low and/or Low Income Units and one (1) market rate multifamily unit.
(b) Phase 2:

(i) Phase 2A is designated fo r development into one hundred and forty seven (147) market rate townhome units;

(ii) Phase 2B is designated fo r development into one hundred and sixty (160) market rate townhome units on Blocks 14, 16 and 17A and one hundred and three (103) multifamily Very Low and/or Low Income Units and one (1) market rate multifamily unit on Block 17B; and

(iv) Phase 2C, Blocks 12 and 13, are designated for
development by the City or a third party into a community serving facility (such as a performing arts center) (the “Community Project”); and

(v) Phase 2C, Block 19, is designated for development into phase 2 of the waterfront park (the “Phase 2 Waterfront Park”).

The parties agree that the number of Very Low and/or Low Income Units allocated to a particular property is subject to change pursuant to Sections 4.2 and 4.3, below.

4.2 Developer Right to Convert to Mode rate Income Units. Notwithstanding the provisions of Section 4.1 and Exhibits C and H to the contrary, the Developer shall have the right to convert a portion of the Very Low and/or Low Income Units designated for Block 10B or Block 17B to Moderate Income Units provided that the number of remaining Low and/or Very Low Income Units meets or exceeds the stricter of the requirements as set forth in either the City of Alameda Municipal Code Section 30-16, as the same was in effect as of the effective date of the Original DDA (the “Inclusionary Housing Ordinance”), and the Renewed Hope Settlement Agreement. Any Moderate Income Units developed shall be restricted at affordability levels and for a duration consistent with the requirements of the Renewed Hope Settlement Agreement and 4 676\05\3352874.1
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the Inclusionary Housing Ordinance, which requirements establish rents and income limits in accordance with the California Redevelopment Law requirements. The Affordable Housing Covenants to be recorded for any Affordable Housing Units shall be consistent with Exhibit M of the Original DDA and otherwise subject to the reasonable approval of the City. If the Developer elects to convert some portion of the Very Low and/or Low Income Units to Moderate Income Units, such Moderate Income Units shall be developed within the times set forth in the Milestone Schedule for the development of the Very Low and Low Income Units. Conversion of Very Low and/or Low Income Units to Moderate Income Units for Phase 1B or Phase 2 shall be deemed to occur at the time of AH Closing (as defined below) for the applicable affordable housing development.

4.3 Developer Right to Re-Allocate Market Rate Residential Density. The Developer shall have the right to request that the City approve a re-allocation of market rate residential units among Blocks 1A, 10A, 14, 15, 16 and 17A. Such written request shall identify the number of units being removed from the “transferring” Block and the “receiving” Block. The City shall approve such request if the City finds all of the following requirements are met:

(a) the re-allocation does not require any additional changes to the Planning Documents;

(b) the transferring Block continues to meet the applicable minimum density requirements set forth in the Development Plan;

(c) the aggregate number of each of the Moderate Income Units and Low and/or Very Low Income Units to be developed in Phase 1 and Phase 2 continues to meet or exceed the stricter of the requirements as set forth in either the Inclusionary Housing Ordinance or the Renewed Hope Settlement Agreement for Phase 1 on a stand-alone basis and for Phase 1 and Phase 2 cumulatively; and

(d) the Developer provides the City with a fit study that evidences that the re-allocated density can be accommodated/developed on the receiving Block.

The Parties agree that if the re-allocation of density pursuant to this Section 4.3 results in a change to the number of market rate residential units in a particular Phase, the Developer shall have the right to re-calculate the number of affordable housing units to be developed in each Phase, which calculation shall satisfy the requirements of the Renewed Hope Settlement Agreement and the Inclusionary Housing Ordinance for Phase 1 on a stand-alone basis and for Phases 1 and 2 cumulatively.

5. Transfer Property; Close of Escrow; Phase 2C Transfer.

5.1 Transfer Property. The Parties here by agree that the Transfer Property shall exclude Block 17B and Phase 2C and that the City shall retain title to Block 17B to be conveyed to a third party pursuant to the terms of Section 5.3 of this Sixth Amendment and the 5 676\05\3352874.1
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City shall retain title to Phase 2C.

5.2 Close of Escrow. Section 4.2 of the Original DDA is hereby deleted and replaced with the following language:

“Section 4.2 Close of Escrow. Subj ect to the satisfaction of the applicable conditions precedent set forth in Sections 4.3(a) and (b) and any extensions pursuant to Section 1.3(a) or Section 1.3(b) above, escrow shall close on the transfer of each Phase to the Developer on or before the earlier to occur of:

(a) the following dates (each, an “Outside Phase Closing Date”):

(i) Phase 1A: Completed;

(ii) Phase 1B: Completed;

(iii) Phases 2A and 2B: December 31, 2022; and

(iv) Phase 3: July 31, 2030 subject to Section 16 below; and

(b) the date that is thirty (30) calendar days after all conditions precedent to the applicable Closing set forth in Section 4.3 have been met (each such earlier, the “Closing Date”).

On the applicable Closing Date, the City shall: convey to the Developer the applicable portions of the Transfer Property pursuant to a Quitclaim Deed substantially in the form of Exhibit I.”

5.3 Block 17B Transfer. The City shal l convey Block 17B to the Qualified Affordable Housing Developer in accordance with the provisions of the Affordable Housing Implementation Plan including, without limitation, the conditions precedent set forth therein.

6. Conditions Precedent to the Parties’ Obligations. The parties hereby agree that (a) the conditions precedent set forth in the following sections of the Original DDA shall not apply to the parties’ obligations with respect to the conveyance/Close of Escrow for Phase 2A and 2B and (b) the Developer shall complete the matters required by such Sections on or before the applicable date set forth in the Milestone Schedule:

6.1 Section 4.3(a)(5), solely with respect to the approval of the Phase Update;

6.2 Section 4.3(a)(9), solely with respect to the insurance required by Section

16.6, which insurance shall be required prior to the commencement of construction on Phase 2 Sub-Phase Infrastructure;

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6.3 Sections 4.3(a)(6), (7), (8), (10) and (11);

6.4 Section 4.3(b)(14)

6.5 Sections 5.4(a) and (b), 5.5 and Section 5.6.

7. Phase 2 Temporary and Permanent Easements.

7.1 Temporary Easements. The Quitcla im Deed transferring Phase 2A and Phase 2B (excluding Block 17B) (the “Phase 2 Transfer Property”) to Developer at the Phase 2 Closing shall reserve/grant the following temporary easements:

(a) a temporary access easement in fa vor of the City over the portions of the Phase 2 Transfer Property located within the planned right of way for West Tower Avenue, Pan Am Way and Orion Street (as shown on the Master Infrastructure Plan), which temporary easement shall be consistent with the easement reserved in the Phase 1 Quitclaim Deed;

(b) a temporary construction easemen t in favor of the City over the portion of the Phase 2 Transfer Property that is subject to easements in favor of EBMUD, which temporary easement shall be consistent with the provisions of the Phase 1 construction right of entry (as the same are applicable to the following scope of work), for the abandonment of existing water line infrastructure and the construction of a new water main, services, hydrants and all other appurtenances pursuant to the plans prepared by Carlson, Barbee & Gibson, titled “Plans for the Public Improvement of Reuse Areas – Phases 1 & 2, West Midway Avenue, West Tower Avenue, Monarch Street, Lexington Street, Saratoga Street, Pan Am Way Alameda, California, P.W. NO. 11-19-55” and dated December 1, 2021;

(c) a temporary access easement in fa vor of Developer over the portion of Block 17B that is located within the planned right of way for West Tower Avenue and Pan Am Way (as shown on the Master Infrastructure Plan), which temporary easement shall be consistent with the easement reserved in the Phase 1 Quitclaim Deed; and

(d) a temporary construction easemen t in favor of Developer over the portion of Block 17B that is located within the planned right of way for West Tower Avenue and Pan Am Way (as shown on the Master Infrastructure Plan), which temporary easement shall be consistent with the Phase 1 construction right of entry, for the construction of the Phase 2.2 Backbone Infrastructure (defined below) pursuant to the plans approved by the City.

Developer, at its expense, shall prepare the plats and legal descriptions for the foregoing temporary easements for the City’s review and approval.

7.2 Permanent Easements. The parties acknowledge that the parties will be required to grant irrevocable offers of dedication for public rights of way and various public easements (public utility easements, sidewalk easements, EVA’s, etc.) to accommodate the Phase 7 676\05\3352874.1
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2 Backbone Infrastructure as shown on the City approved improvements plans. The parties hereby agree to grant such easements consistent with the approved improvement plans with respect to such party’s portion of Phase 2. With respect to the Developer-owned portions of Phase 2, such easements shall be granted on or before the earlier to occur of (but in no event prior to the City’s approval of the improvements plans): (a) the recordation of the applicable sub-Phase final map recorded by Developer or (b) within thirty (30) calendar days after the City’s exercise of its rights under Section 8.3(a). With respect to Block 17B, such easements shall be granted concurrently with the execution of the Public Improvement Agreement that includes the improvements to be located within the applicable easements.

Developer, at its expense, shall prepare the plats and legal descriptions for the foregoing dedications/easements for the City’s review and approval.

8. Phase 2 Backbone Infrastructure Matters.

8.1 Phase 2 Sub-Phasing. The revised Infrastructure Package, as updated pursuant to the Milestone Schedule will identify sub-phases for the Phase 2 Backbone Infrastructure (as applicable, the “Phase 2.1 Backbone Infrastructure”, “Phase 2.2 Backbone Infrastructure” and “Phase 2.3 Backbone Infrastructure”; each, a “Phase 2 Sub-Phase”; and collectively, the “Phase 2 Sub-Phases”).

8.2 Phase 2 Public Improvement Agreements. Notwithstanding the provisions of the DDA to the contrary, the Parties hereby agree that (a) the Developer shall not be required to enter into a Public Improvement Agreement, pay any PIA Fees or provide any Completion Assurances with respect to the Phase 2 Sub-Phases prior to the Close of Escrow on Phases 2A and 2B and (b) the Developer shall be required to provide such matters with respect to each of the Phase 2 Sub-Phases on or before the applicable date set forth in the Milestone Schedule.

8.3 Joint Infrastructure. Certain portions of the Phase 2 Backbone Infrastructure (“Joint Infrastructure”) are required for the development of both portions of Phase 2 and portions of the separate proposed project located to the north of the Property and commonly referred to as the “West Midway Project”. The West Midway Project is more particularly described and depicted on Schedule 8.3, attached hereto.

(a) Right to Remove Improvements Fr om Scope of Joint Infrastructure.

If (i) the Developer fails to meet the Milestone Schedule with respect to the design, commencement of construction or completion of construction of any portion of the Joint Infrastructure and fails to cure such purported Developer Event of Default within the Applicable Period (defined below), (ii) solely as a result of such purported Developer Event of Default, the applicable portion of the West Midway Project is unable to proceed with the demolition or construction of project improvements; and (iii) the City or its designee is prepared to commence the design or construction of the Removed Joint Infrastructure (defined below) within sixty (60) calendar days after the Developer’s receipt of the Removal Notice (defined below), then, in addition to any other remedies available to the City under the DDA, the City shall have the right, 8 676\05\3352874.1
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but not the obligation, to (A) remove all or a portion of the Joint Infrastructure from, as applicable, the scope of the Phase 2.1 Backbone Infrastructure and/or the Phase 2.2 Backbone Infrastructure, (B) receive an assignment of the Joint Infrastructure Work Product (defined below) and (C) if applicable, receive the Joint Infrastructure Reimbursement (defined below) from the Developer.

(b) Definitions. As used in this Section 8.3, the following terms shall have the following meanings:

“Applicable Period” means (1) if the Developer Event of Default under this Section 8.3 applies to the Phase 2.1 Backbone Infrastructure, on or before the date that is thirty (30) calendar days after the Developer’s receipt of the applicable notice of default, and (2) if the Developer Event of Default under this Section 8.3 applies to the Phase 2.2 Backbone Infrastructure, on or before the date that is six (6) months after the Developer’s receipt of the applicable notice of default. The Developer acknowledges that the Applicable Period is different from the cure periods set forth in Section 17.4(b) of the Original DDA and agrees that nothing in this Section 8.3 shall preclude the City from electing to exercise its rights under Section 17.4 of the Original DDA rather than its rights under this Section 8.3.

“Joint Infrastructure Contracts” means any design, engineering or other services contracts related to the to the preparation of any Joint Infrastructure Plans.

“Joint Infrastructure Work Product” means (1) any improvement plans, specifications, reports, design criteria, drawings or other work product related to the Joint Infrastructure (collectively, “Joint Infrastructure Plans”) and (2) any Joint Infrastructure Contracts.

“Joint Infrastructure Reimbursement” means an amount equal to the aggregate of (A) the City’s actual cost incurred in completing the design, permitting and construction of the Removed Joint Infrastructure, plus (B) three percent (3%) annual interest on such costs, compounded monthly. The Joint Infrastructure Reimbursement shall be substantiated by reasonable documentation, including but not limited to, and as applicable, copies of contracts or work orders, invoices, checks and lien releases. All contracts, work orders and invoices related to the Removed Joint Infrastructure shall include separate costs for the Removed Joint Infrastructure.

“Removal Notice” means the City’s written notice informing the Developer of the City’s intent to remove a portion of the Joint Infrastructure from the scope of the Phase 2.1 Backbone Infrastructure and/or the Phase 2.2 Backbone Infrastructure.

“Removed Joint Infrastructure” means the portion of the Joint Infrastructure identified in the Removal Notice.

(c) Termination of Right to Remove. The City’s right to deliver a 9 676\05\3352874.1
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Removal Notice pursuant to this Section 8.3 shall terminate with respect to the applicable portion of the Joint Infrastructure on the date the Developer delivers to the City (i) Developer’s duly executed and acknowledged counterparts of a Public Improvement Agreement including such Joint Infrastructure and (ii) the Completion Assurances required by such Public Improvements Agreement.

(d) Assignment of Joint Infrastructure Work Product. The Developer shall assign any Joint Infrastructure Work Product designated by the City and reasonably related to the Removed Joint Infrastructure to City within five (5) business days after the later to occur of (i) the expiration of the Applicable Period or (ii) the Developer’s receipt of the City’s written request. Such assignment shall be on a non-exclusive basis and in the form attached hereto as Schedule 8.3(d). The Developer makes no covenant, representation or warranty and shall have no liability concerning the adequacy or accuracy of any Joint Infrastructure Work Product assigned to the City, including, without limitation, its content, reliability, accuracy or completeness. The Developer hereby agrees to include the following in any Joint Infrastructure Contracts: (i) Developer’s right to assign the Joint Infrastructure Work Product to the City or its designee pursuant to this Section 8.3(d) and (ii) market rate provisions related to the consultant’s standard of care and insurance. The City shall have the right to review and approve (which approval shall not be unreasonably withheld, conditioned or delayed) Developer’s proposed form of Joint Infrastructure Contracts and any material change to the provisions required by this Section 8.3(d).

(e) Prior Expenses. Any expenses previously incurred by the Developer related to the Removed Joint Infrastructure, including, without limitation, soft costs of design, will remain the Developer’s costs and will not be reimbursed upon the exercise of the City’s rights under this Section 8.3.

(f) Payment of Joint Infrastructure Reimbursement. If the City exercises its rights under this Section 8.3, the City shall have the right to condition the issuance of any subsequent permit for horizontal or vertical improvements in Phase 2 on the prior receipt of the Joint Infrastructure Reimbursement Amount.

(g) Cooperation with West Midway Noticing Requirements.

Developer agrees to cooperate with City’s noticing requirements under the proposed West Midway DDA as to the status of the Joint Infrastructure, including by providing, upon written request of the City, (i) current copies of approved improvement plans for the Joint Infrastructure, (ii) a written statement (and summary of current status) as to whether Developer will be prepared to start construction of the applicable portions of the Joint Infrastructure by the date set forth in the Milestone Schedule for the commencement of construction of the Joint Infrastructure, and (iii) a written statement (and summary of current status) as to whether Developer will have funding committed to complete the Joint Infrastructure by the date set forth in the Milestone Schedule for the commencement of construction of the Joint Infrastructure.

8.4 Phase 2.3 Infrastructure Funding.
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(a) Phase 2.3 Deposit. The Developer shall (i) deposit the Phase 2.3 Escrow Amount (defined below) into the Phase 2.3 Escrow (defined below) for each building permit issued for a market rate residential unit to be constructed in Block 14, 16 or 17A and (ii) shall provide evidence of such deposit before the City will issue any such building permit. As used herein, the term “Phase 2.3 Escrow Amount” means an amount equal to (($11,444,329) divided by the number of market rate units to be developed in Phase 2B). As used herein, the term “Phase 2.3 Escrow” means an escrow account opened with Escrow Holder that is the subject of an escrow agreement in the form of Schedule 8.4(a). Such cash deposits (collectively, the “Phase 2.3 Deposit”) shall be additional security for the Developer’s obligation to complete the design and construction of the Phase 2.3 Backbone Infrastructure. The Phase 2.3 Deposit shall be held in the Phase 2.3 Escrow until the earlier to occur of (i) the date Developer delivers the following to the City: (A) copies of the Bay Conservation and Development Commission ("BCDC") and other applicable regulatory approvals for the construction of the Phase 2.3 Backbone Infrastructure, (B) Developer’s duly executed and acknowledged counterparts of a Public Improvement Agreement for the Phase 2.3 Backbone Infrastructure and (C) the Completion Assurances required by such Public Improvement Agreement and (ii) the City’s exercise of the Phase 2 Option or the termination of the DDA pursuant to Section 17.4 (after the expiration of the extended cure period associated with the Phase 2 Option unless such termination is pursuant to Sections 17.4(a) (11) or (12) in which event the extended cure period shall not apply). If the Phase 2.3 Deposit is released pursuant to the foregoing clause (i), (A) it shall be released to the Developer, minus any escrow fees and (B) Developer’s obligation to make deposits with respect to any subsequent building permits pursuant to this Section 8.4(a) shall terminate. If the Phase 2.3 Deposit is released pursuant to the foregoing clause (ii), any amounts then on deposit and any future deposits shall be released to and retained by the City, including any accrued interest. Developer's obligation to make the Phase 2.3 Deposit shall survive termination of the DDA to the extent that Developer continues to develop market rate residential units on Blocks 14, 16 or 17A. For avoidance of doubt, Developer shall not be required to pay any Phase 2.3 Deposits for any property that is reacquired by the City pursuant to the Phase 2 Option or the termination of the DDA.

(b) Improvement Contribution. The Developer shall pay Three Hundred Thousand Dollars ($300,000.00) to the City within five (5) days after the date the Developer Commences construction on the Phase 2 Waterfront Park (the “Improvement Contribution”). The Improvement Contribution shall be allocated, at the City’s sole discretion, to the cost to design, permit or construct future Site A public improvements or other Recreation and Park Department facilities at Alameda Point. The City shall provide the Developer with concurrent written notice of the City’s allocation of the Improvement Contribution.

(c) Phase 2 Waterfront Park Perm itting. Subject to the Developer’s timely preparation, at its sole cost, of the Park Work Product (as defined below), the City shall be identified as the applicant and permittee for the BCDC permit for the Phase 2 Waterfront Park, shall initially pay the application fee related to the BCDC permit for the Phase 2 Waterfront Park and shall reasonably cooperate with the Developer and use commercially reasonable efforts to 11 676\05\3352874.1
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obtain the BCDC permit for the Phase 2 Waterfront Park on or before the applicable dates set forth in the Milestone Schedule.   As used herein, the term “Park Work Product” means the following items related to the Phase 2 Waterfront Park: (i) improvement plans, (ii) the application for the BCDC permit required for the construction of the Phase 2 Waterfront Park and (iii) other work product required in conjunction with such permit application. The City shall not be required to incur any third party costs in conjunction with the performance of its obligations under this Section 8.4(c) and the Developer shall reimburse the City for the BCDC application fee within thirty (30) days of the City's payment of such fee.

(d) Block 12/13 Grading. The Phase 2.3 Backbone Infrastructure related to Block 12 and 13 shall be limited to the demolition of existing hardscape improvements located on such Blocks and the finish grading of such Blocks to an elevation consistent with the adjacent Phase 2 Waterfront Park improvements (the “Block 12/13 Grading”). Notwithstanding the foregoing to the contrary, the City shall have the right, but not the obligation, to (i) remove the Block 12/13 Grading from the scope of the Phase 2.3 Backbone Infrastructure and (ii) receive the Block 12/13 Grading Payment (defined below). Such right shall be exercised, if at all, by the City’s delivery of written notice to Developer prior to the Milestone Date for the commencement of construction of the Phase 2.3 Backbone Infrastructure. If the City exercises such right, Developer shall pay the Block 12/13 Grading Payment to the City on the Milestone Date for the commencement of construction of the Phase 2.3 Backbone Infrastructure. As used herein, the term “Block 12/13 Grading Payment” means the estimated third-party hard construction costs that would be incurred by Developer in completing the Block 12/13 Grading. If Developer has previously contracted for the completion of the Block 12/13 Grading, the Block 12/13 Grading Payment shall be equal to the amount of the applicable contract(s). Otherwise, the Block 12/13 Grading Payment shall be determined by an engineer’s estimate prepared by Developer’s civil engineer based on the contracted unit pricing for similar work included in the contracts for the Phase 2.3 Backbone Infrastructure, plus a hard cost contingency equal to the percentage contingency applied in Developer’s most recent Phase Update or Sub-Phase Update submission, which estimate shall be subject to the City’s reasonable approval.

9. Affordable Housing Requirements.

9.1 Phase 1B and Phase 2 Affordable Housing Obligations. Notwithstanding the provisions of the DDA to the contrary, the Developer’s obligations with respect to the Affordable Housing Units to be developed in Phase 1B and Phase 2 shall be limited to the following:

(a) Obtaining City approval of a Qualified Affordable Housing Developer and an Affordable Housing Plan Assignment in accordance with the Affordable Housing Implementation Plan on or before the applicable dates set forth in the Milestone Schedule;

(b) Subject to the provisions of S ection 9.4, below, completing, at the Developer’s sole cost, as applicable, the Phase 1B and Phase 2 Backbone Infrastructure on or 12 676\05\3352874.1
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before the applicable dates set forth in the Milestone Schedule;

(c) With respect to Phase 1B, subject to the provisions of Section 9.4, below, conveying Block 10B to the applicable Qualified Affordable Housing Developer at no cost to the Qualified Affordable Housing Developer or the City; and

(d) Paying the Developer Affordable Housing Contribution as required by Section 9.2, below.

9.2 Developer Affordable Housing C ontribution. The Developer shall provide a contribution toward the construction of the Very Low and/or Low Income Units constructed within Phase 1B and Phase 2 equal to Fifty Thousand Dollars ($50,000.00) per Very Low and/or Low Income Unit to be constructed within Phase 1B or Phase 2 (the “Developer Affordable Housing Contribution”). The Developer shall pay the portion of the Developer Affordable Housing Contribution allocated to each Phase to the City on a pro rata basis for each market rate unit building permit pulled in such Phase, provided, however, the full amount of the Developer Affordable Housing Contribution allocated to a particular Phase shall be due and payable no later than the date the Qualified Affordable Housing Developer closes financing sufficient to complete construction of such Very Low and/or Low Income Units (each, an “AH Closing”). The pro rata allocation of the Developer Affordable Housing Contribution shall be calculated by (a) multiplying the total number of Very Low and Low Income Units in the applicable Phase (as the same may be adjusted pursuant to Section 4.2) by $50,000 and deducting any prior Source Reduction (defined below) applicable to such Phase and (b) dividing the amount set forth in clause (a) by the total number of market rate residential units in that Phase (as the same may be adjusted pursuant to Section 4.3), provided, however any manager's units for any of the Very Low and Low Income Units that is not income restricted shall not be considered either a Very Low or Low Income Unit or a market rate residential unit for purposes of determining the pro rata allocation. The City shall not issue a building permit for a market rate unit until it is provided evidence of the deposit of the Affordable Housing Contribution.

Subject to the Developer’s rights under Sections 4.2 and 4.3, above, this Section 9.2 and Section 9.3, below:
(a) If (i) a building permit has not been issued for Block 10B by the time the first building permit for a market rate unit is issued in Phase 1B, (ii) Developer has not exercised its rights under Section 4.2 or 4.3, above, to modify the number of Very Low or Low Income Units to be developed in Phase 1B or adjust the number of market rate units to be developed in Phase 1B and (iii) the City has not approved a Source Reduction for the Phase 1B affordable Project pursuant to Section 9.3, below, Block 10B shall be presumed to include 90 Very Low and/or Low Income Units and the Developer Affordable Housing Contribution shall be calculated by dividing $4,500,000 by the number of market rate units to be developed in Phase 1B, not including the manager's unit proposed for Block 10B; (b) If (i) a building permit has not been issued for Block 17B by the 13 676\05\3352874.1
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time the first building permit for a market rate unit is issued in Phase 2 and (ii) Developer has not exercised its rights under Section 4.2 or 4.3, above, to modify the number of Very Low or Low Income Units to be developed in Phase 2 or adjust the number of market rate units to be developed in Phase 2 and (iii) the City has not approved a Source Reduction for the Phase 2 affordable project pursuant to Section 9.3, below, Block 17B shall be presumed to include 103 Very Low and/or Low Income Units and the Developer Affordable Housing Contribution shall be calculated by dividing $5,150,000 by the number of market rate units to be developed in Phase 2, not including the manager's unit proposed for Block 17B.

Schedule 9.2(a), attached hereto provides an example of the calculation of the pro rata amounts.

If any one of the following occurs prior to the issuance of all of the market rate residential building permits for the applicable Phase, the pro rata amount of the Developer Affordable Housing Contribution for such Phase shall be adjusted to account for such changes:
(i) Developer elects to exercise its rights under Section 4.2 to convert Very Low or Low Income Units to Moderate Income Units, (ii) Developer exercises its right under Section 4.3 to reallocate density or (iii) a Source Reduction is approved pursuant to Section 9.3, below. Examples of the foregoing adjustments are set forth in Schedule 9.2(b), attached hereto.

The Developer Affordable Housing Contribution applicable to Phase 1B or Phase 2 shall be deposited by the Developer into an interest-bearing escrow account opened with Escrow Holder that is the subject of an escrow agreement in the form of Schedule 9.2(c) (the “AH Escrow”). The Developer Affordable Housing Contribution shall be held in the AH Escrow until earliest to occur of (a) the AH Closing for such Phase, (b) the City’s exercise of, as applicable, the Phase 1B Option or the Phase 2 Option or (c) the termination of the DDA (after the expiration of the one (1) year extended cure period associated with, as applicable, the Block 10B Option or Phase 2 Option without a timely cure if the DDA termination is the result of a Developer Event of Default, provided, however, the extended cure period shall not apply if the Developer Event of Default is pursuant to Sections 17.4(a)(11) or (12)).

If there is an interim adjustment of the amount of the Developer Affordable Housing Contribution allocated to a Phase, any overpayment of the Developer Affordable Housing Contribution allocated to such Phase shall be credited toward future deposits of the Developer Affordable Housing Contribution for such Phase. Any overpayment remaining at the AH Closing for such Phase shall be distributed to the Developer. Subject to the preceding sentence, if the Developer Affordable Housing Contribution is released from the AH Escrow upon the AH Closing for the applicable Phase, the pro rata share of the Developer Affordable Housing Contribution applicable to such Phase shall be disbursed to the applicable Qualified Affordable Housing Developer.

If the Developer Affordable Housing Contribution is released from the AH Escrow upon the City’s exercise of, as applicable, the Phase 1B Option or the Phase 2 Option, (A) the portion of the Developer Affordable Housing Contribution for such Phase paid to date shall be disbursed 14 676\05\3352874.1
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to the City and (B) the Developer’s obligation to continue to pay the Developer Affordable Housing Contribution with respect to any portion of the Property retained by Developer shall survive such Option exercise or termination. For avoidance of doubt, Developer shall not be required to pay any Developer Affordable Housing Contributions for any property that is reacquired by the City pursuant to the Phase 2 Option or the termination of the DDA.

The City shall not refuse to issue building permits or certificates of occupancy for the market rate units to be built within Phase 1B or Phase 2 if the Developer fails to construct the required Very Low and/or Low Income Homes in accordance with the Milestone Schedule, as amended, provided, the Developer has paid the applicable pro rata portion of the Developer Affordable Housing Contribution for such building permits as calculated pursuant to this Section 9.2.

9.3 Potential Reduction in the Per Phase Developer Affordable Housing Contribution. To the extent the Qualified Affordable Housing Developer that ultimately constructs the Affordable Housing Units in Phase 1B or Phase 2 presents a financially feasible development for such Phase that is not dependent upon the full amount of the Developer Affordable Housing Contribution allocated to such Phase, any unused portion of the Developer Affordable Housing Contribution allocated to such Phase (each, a “Source Reduction”) shall be disbursed on the earlier to occur of (a) the Developer’s completion of, as applicable, the Phase 1 or Phase 2.2 Backbone Infrastructure, which disbursement shall be paid to the Developer and (b) the City’s exercise of, as applicable, the Phase 1B Option or the Phase 2 Option, which disbursement shall be paid to the City. The determination of a Source Reduction for any affordable housing project shall be made at the AH Closing for such project.

9.4 Potential Contribution to Backbone Infras tructure Costs. If it is financially feasible for the Qualified Affordable Housing Developer for such Phase to pay some or all of the cost of the Backbone Infrastructure serving the Affordable Housing Units, if any are constructed, the Developer may be compensated by the Qualified Affordable Housing Developer for the cost of the Backbone Infrastructure, provided however, (1) the construction of the applicable Backbone Infrastructure shall not be delayed from the date set out in the Milestone Schedule in order to ascertain the availability of any such funds, and (2) in advance of the Qualified Affordable Housing Developer committing to pay for all or some of the cost of the Backbone Infrastructure, the proposed contribution amount and its impact on the Qualified Affordable Housing Developer’s proforma shall be subject to review and approval by the City.

If the Developer proposes that a Qualified Affordable Housing Developer contribute to the Backbone Infrastructure costs serving the Affordable Housing Units pursuant to this Section

9.4, Developer shall submit a request (each, a “Contribution Request”) in writing to the City concurrently with the Qualified Affordable Housing Developer’s submittal of evidence that all financing necessary for the development and operation of the Affordable Housing Units has been secured. Such Contribution Request shall specify the amount of the proposed contribution. The City shall not unreasonably withhold, condition or delay its approval of any Contribution Request, provided such Contribution Request reflects a proportionate allocation of the Backbone 15 676\05\3352874.1
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Infrastructure costs to the Affordable Housing Units. Any disapproval shall be in writing and shall state with specificity the basis of the disapproval. The City shall provide its written approval or disapproval of any Contribution Request within thirty (30) days of receipt of any such Contribution Request meeting the above submission requirements.

If a Contribution Request is approved, such Contribution Request shall be applied to the cost of the Backbone Infrastructure or reimbursed to Developer pursuant to the terms imposed by the source of funds.

9.5 Qualified Affordable Housing Develope r. If, after the City has approved Qualified Affordable Housing Developer for Phase 1B or Phase 2 and prior to the AH Closing for such Qualified Affordable Housing Developer, Developer reasonably determines that the previously approved Qualified Affordable Housing Developer will not meet one or more of the applicable Milestone Schedule dates, Developer shall have the right to provide the City with a written summary of such determination and designate an alternate Qualified Affordable Housing Developer for the City Council’s approval. If such determination and alternate Qualified Affordable Housing Developer are approved, the City shall terminate any agreements with the previously approved Qualified Housing Developer related to, as applicable, Phase 1B and/or Phase 2.

10. City Purchase Options.

10.1 Block 10B Purchase Option. The De veloper hereby grants the City the option and right to purchase Block 10B at a purchase price of One Dollar ($1.00) (the “Block 10B Option”). The Block 10B Option is in addition to the City’s rights under Sections 17.5 and

17.6 of the Original DDA.

(a) Condition to Exercise. The City’s right to exercise the Block 10B Option is contingent upon (i) the Developer’s failure to meet any one of the following Milestone Schedule dates: (A) August 1, 2023 Phase 1B Infrastructure Design and Permit; (B) October 1 2024 Phase 1B Infrastructure Complete, or (C) January 1, 2025 Block 10B Qualified Affordable Housing Developer submits for financing, and (ii) the Developer’s (or Qualified Affordable Housing Developer’s) failure to cure such purported Developer Event of Default by the date that is one (1) year after such Milestone Date (each, a “Block 10B Default”). The City shall also be entitled to exercise the Block 10B Option if the DDA is terminated (after the expiration of the one (1) year extended cure period associated with the Block 10B Option without a timely cure if the DDA termination is the result of a Developer Event of Default) for any reason prior to the conveyance of Block 10B to the Qualified Affordable Housing Developer and the City’s right to exercise the Block 10B Option in the event of termination shall survive such termination of the DDA. The Developer acknowledges that the foregoing cure period is different from the cure periods set forth in Section 17.4(b) of the Original DDA and agrees that, provided that the City waives its right to exercise the Block 10B Option, nothing in this Section 10.1 shall preclude the City from electing to exercise its rights under Article 17 of the Original DDA rather than its rights under this Section 10.1.
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(b) Expiration of the Block 10B Option. The Block 10B Option shall expire upon the Developer’s conveyance of Block 10B to a Qualified Affordable Housing Developer (the “Block 10B Conveyance”), provided, however, nothing herein shall preclude the City from requiring the Qualified Affordable Housing Developer to provide the City with an option on Block 10B as provided in the Affordable Housing Implementation Plan.

(c) Exercise of the Block 10B Option. The Block 10B Option may only be exercised by written notice (the “Block 10B Exercise Notice”) delivered to the Developer after a Block 10B Default or a DDA termination and prior to the Block 10B Conveyance (the “Block 10B Exercise Notice”).

(d) Deposit into Escrow. If the C ity exercises the Phase 10B Option, the Developer shall deposit the following into an escrow opened with Escrow Holder within five (5) business days after the Developer’s receipt of the Block 10B Exercise Notice:

(i) a quitclaim deed conveying Block 10B to the City (A) in the form of Schedule 10.1(d)(i) and (B) subject only to all title matters that were in place as of the Phase 1 Closing, all other title matters recorded against Block 10B in conjunction with the DDA or the subdivision instrument creating Block 10B as a separate legal parcel, if any, and an easement agreement between Blocks 10A, 10B and 11 for the construction, use and maintenance of the private access improvements located along the western boundary of Blocks 10A and 10B (in a form approved by the City); and

(ii) the Developer’s consent to the release of the Developer Affordable Housing Contribution applicable to the entirety of Phase 1B to the City.

(e) Sole Remedy. If the City timely exercises the Block 10B Option, then, effective upon the Developer’s delivery of the items required by Section 10.1(d), above, the City shall be conclusively deemed to have waived all other rights, remedies and claims under the DDA with respect to the Block 10B Default, provided, however, in no event shall Developer be relieved of its obligation to continue to make the Developer Affordable Housing Contribution and, the Developer Affordable Housing Contribution that (i) has been previously deposited into the AH Escrow and (ii) is allocable to Phase 1B shall be immediately released to the City upon the City's exercise of the Block 10B Option.

(f) Restriction on Collateralization. The Developer hereby agrees not to pledge Phase 1B as collateral for any loans related to Site A prior to the subdivision of Block 10B as a separate legal parcel and further agrees not to pledge Block 10B as collateral for any loans related to the Property.

10.2 Phase 2 Purchase Option. Effec tive as of the Phase 2 Closing, the Developer hereby grants the City the right to purchase the Phase 2 Option Property (defined below) at a purchase price of One Dollar ($1.00) (the “Phase 2 Option”). The Phase 2 Option is 17 676\05\3352874.1
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in addition to the City’s rights under Sections 17.5 and 17.6 of the Original DDA.

(a) Phase 2 Option Property. As us ed in this Section 10.2, the term “Phase 2 Option Property” means (i) any portion of Phase 2A or Phase 2B (Blocks 14, 16 and 17A) that is subject to the Phase 2 Option at the time of the City’s exercise of the Phase 2 Option and (ii) a non-exclusive assignment of the Developer’s right, title and interest in and to (A) any improvement plans, specifications, reports, design criteria, drawing or other work product related to the Phase 2 Backbone Infrastructure (collectively, “Phase 2 Backbone Infrastructure Plans”) and (B) any design, engineering, or service contracts related to the preparation of any Phase 2 Backbone Infrastructure Plans (the “Phase 2 Infrastructure Work Product”). The Developer hereby agrees to include the Developer’s right to assign the Phase 2 Backbone Infrastructure Work Product to the City pursuant to the Phase 2 Option in any applicable contracts.

(b) Condition to Exercise. The City ’s right to exercise the Phase 2 Option is contingent upon either (i) (A) the Developer’s failure to meet any one of the Milestone Schedule dates related to Phase 1 or Phase 2 and (B) the Developer’s failure to cure such purported Developer Event of Default by the date that is one (1) year after such Milestone Date (each, a “Phase 2 Option Default”) or (ii) the DDA being terminated (after the expiration of the one (1) year extended cure period associated with the Phase 2 Option without a timely cure if the termination is the result of a Developer Event of Default other than a Developer Event of Default pursuant to Sections 17.4(a)(11) or (12)) for any reason other than an uncured City Event of Default or a termination pursuant to Section 16.1 of this Sixth Amendment. The Developer acknowledges that the cure period set forth in the foregoing clause (a)(ii) is different from the cure periods set forth in Section 17.4(b) of the Original DDA and, provided that the City waives its right to exercise the Phase 2 Option, agrees that nothing in this Section 10.2 shall preclude the City from electing to exercise its rights under Article 17 of the Original DDA rather than its rights under this Section 10.2.

(c) Partial Termination of the Phase 2 Option. The Phase 2 Option shall terminate with respect to any portion of Phase 2A or 2B that is (i) transferred to a third party that is not an Affiliated Purchaser, (ii) the subject of a Public Improvement Agreement or (iii) the subject of Vertical Improvement Completion Assurances.

(d) Exercise of the Phase 2 Option. The Phase 2 Option may only be exercised by written notice (the “Phase 2 Exercise Notice”) delivered to the Developer after a Phase 2 Option Default or the termination of the DDA for any reason other than an uncured City Event of Default or a termination pursuant to Section 16.1 of this Sixth Amendment.

(e) Deposit into Escrow. If the City timely exercises the Phase 2 Option, the Developer shall deposit the following into an escrow opened with Escrow Holder within five (5) business days after the Developer’s receipt of the Phase 2 Exercise Notice:

(i) a quitclaim deed conveying th e real property portion of the Phase 2 Option Property to the City (A) in the form of Schedule 10.2(e)(i) and (B) subject only 18 676\05\3352874.1
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to all title matters that were in place as of the Phase 2 Closing and all other title matters recorded against the Phase 2 Option Property in conjunction with the DDA or the subdivision instrument creating the Phase 2 Option Property as separate legal parcels, if any;

(ii) an assignment agreement conveying the Phase 2 Backbone Infrastructure Work Product to the City, in the form of Schedule 10.2(e)(ii) ; and

(iii) the Developer’s consent to the release of the following to the City: the entirety of the Developer Affordable Housing Contribution applicable to Phase 2 and any Phase 2.3 Deposit paid to date including prior deposits and future deposits required for market rate units to be developed on portions of the Phase 2 property not subject to the Phase 2 Option.

(f) Sole Remedy. If the City timely exercises the Phase 2 Option, then, effective upon the Developer’s delivery of the items required by Section 10.2(e), above, the City shall be conclusively deemed to have waived all other rights, remedies and claims under the DDA with respect to any uncured existing Developer Event of Default related to Phase 2, provided, however, the Developer shall not be relieved of its obligation to continue to make the Developer Affordable Housing Contribution to the AH Escrow and Phase 2.3 Deposit for any market rate permits issued for portions of the Phase 2 property not subject to the Phase 2 Option, which deposits shall immediately be released to the City. Exercise of the Phase 2 Option shall not extinguish the Developer’s obligation under Section 9.2 to pay the full amount of the Developer Affordable Housing Contribution allocable to any market rate units within portions of the Phase 2 property not subject to the Phase 2 Option no later than the AH Closing for Block 17B.

(g) Mortgagee Protection, Restri ction on Collateralization.

(i) The City hereby agrees that the Phase 2 Option shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit any Security Financing Interest with respect to the Phase 2 Option Property.

(ii) The Developer hereby agrees that, prior to the
commencement of construction of the Phase 2.1 Backbone Infrastructure, to (A) limit the collateral for any Phase 2 loans to Phase 2A and (B) limit the amount and use of such financing to the cost of the subdivision of Phase 2 and the design and permitting of the Phase 2 Backbone Infrastructure.

(iii) From and after the commencement of construction on the Phase 2.1 Backbone Infrastructure, the Developer hereby agrees not to use any portion of the Phase 2 Option Property as collateral for any loans. The foregoing shall not prohibit the Developer from providing a non-exclusive collateral assignment of the Developer’s rights to the Phase 2 Backbone Infrastructure Work Product. Further, the Developer may use any portion of Phase 2B that had been released from the Option Property pursuant to Section 10.2(c), above as 19 676\05\3352874.1
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collateral for any Project loan.
(iv) Prior to the Developer en tering into any proposed Secured Financing Interest with respect to the Phase 2 Option Property, the City shall have the right to review and approve the terms of such Security Financing Interest only as related to limitations on collateral described in (ii) and (iii). Prior to entering any such Security Financing Interest, Developer shall provide all relevant proposed documents to the City for review and approval.

The City shall have ten (10) business days from submittal of such documentation to approve or disapprove the proposed Security Financing Interest. The sole basis for disapproval by the City shall be a failure to comply with the terms of (ii) and (iii) above and the terms of Section 13.1 of the DDA. If the City does not approve or disapprove the proposed Secured Financing Instrument within ten business days, the Security Financing Interest shall be deemed approved by the City.

11. Condominium Maps. The Developer he reby agrees to record a Condominium Map against any portion of Phase 1B or Phase 2 developed as a multi-family residential project with the exception of Blocks 10B and 17B, prior to the first rental or sale of a residential unit in such project. The term “Condominium Map” means a condominium map, as approved by the California Department of Real Estate, which allows the Developer to either sell or rent the subject units as the Developer elects in its sole discretion.

12. Satisfaction of Phase 0 Obligations. The City hereby acknowledges that the Developer has no further obligations under Sections 9.2, 9.3 and 9.4 of the Original DDA.

13. Building 117 Tenant Improvements. Building 117 is now scheduled to be demolished in conjunction with the development of Phase 2. As such, Section 10.1(b) of the Original DDA is hereby deleted in its entirety.

14. Developer Notice Address. Developer’s notice address under Section 18.1(b) of the DDA is hereby updated as follows:

If to Developer: Alam eda Point Partners, LLC
c/o Trammell Crow Residential
Stephanie Hill
Vice President, Development
1528 S. El Camino Real, Suite 100
San Mateo, CA 94402
E-mail: [email protected]
Phone: 415.569.3722

Alameda Point Partners, LLC
c/o Cypress Equity Investments
Bruce Fairty
Chief Operating Officer
12121 Wilshire Blvd., Suite 801
Los Angeles, CA 90025
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E-mail: [email protected]
Phone: (310) 405-0316

With Copy to: Stice & Block, LLP
Marc Stice
2335 Broadway, Suite 201
Oakland, CA 94612
E-mail: [email protected]
Phone: (510) 735-0032

15. Challenges to this Sixth Amendment and Related Project Approvals.

15.1 Indemnity Against Sixth Amendment Claims. The Developer shall indemnify, defend (with counsel chosen by the City and reasonably acceptable to the Developer), and hold harmless the Indemnified Parties against all Sixth Amendment Claims (defined below).

If the Developer effectuates a Transfer of any portion of the Property permitted pursuant to Article 12 of the Original DDA in the manner required by Article 12 of the Original DDA or pursuant to Section 15.2, then the transferring Developer shall have no obligations under this Section 15.1 with respect to any Sixth Amendment Claims (defined below) that arise with respect to the portion of the Property so Transferred after the Transfer is affected. This defense, hold harmless and indemnity obligation shall not extend to any claim arising solely from the applicable Indemnified Party's gross negligence or willful misconduct. The Developer’s obligation to indemnify, defend and hold harmless under this Section 15.1 shall survive termination of the DDA, and shall be interpreted broadly so as to apply to any legal or administrative proceeding, arbitration, or enforcement action.

As used herein, the term “Sixth Amendment Claims” means any third party suits, actions, claims, causes of action, costs, demands, judgments and liens (including, without limitation, any award of costs and/or attorney’s fees against the City) that either (a) challenge the City’s approval of this Sixth Amendment, the amendment to the Development Plan or any environmental review pursuant to CEQA related thereto or (b) are asserted (i) under California Government Code §54220 et seq. (the “Surplus Land Act”) and (ii) with respect to the City’s conveyance of Phase 2A and Phase 2B (Blocks 14, 16 and 17A) to the Developer pursuant to the DDA. Notwithstanding the foregoing to the contrary, the Sixth Amendment Claims expressly exclude any fines or monetary damages imposed upon the City under the Surplus Land Act with respect to the City’s conveyance of Phase 2A or Phase 2B (Blocks 14, 16 and 17A) to the Developer pursuant to the DDA.

15.2 Right to Terminate the DDA With Re spect to Phase 2; Right of Re- Acquire Phase 2. If (a) any third party timely asserts an administrative or judicial challenge that the City’s conveyance of Phase 2A or Phase 2B (Blocks 14, 16 and 17A) to the Developer pursuant to the DDA does not comply with the applicable requirements of the Surplus Land Act or (b) if the California Department of Housing and Community Development rejects the City’s assertion that the City’s conveyance of Phase 2A or Phase 2B to the Developer pursuant to the 21 676\05\3352874.1
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DDA complies with the applicable requirements of the Surplus Land Act, the Developer hereby agrees that the City shall have the right, exercisable in its sole and complete discretion, to, as applicable, (i) not proceed with the Phase 2 Closing and terminate the DDA with respect to Phase 2 or (ii) require the Developer to re-convey Phase 2A and Phase 2B (Blocks 14, 16 and 17A) to the City in return for the Reconveyance Amount (defined below). The City’s rights under this Section 15.2 shall expire upon the later to occur of April 1, 2023, or the Developer’s execution of a purchase agreement for any portion of Phase 2A or Phase 2B (Blocks 14, 16 and 17A) with any third party (Affiliate or non-Affiliate).

As used herein, the term “Reconveyance Amount” means an amount equal to the aggregate of (a) the actual third party costs incurred by the Developer in preparing and obtaining approval of any parcel maps or final maps for the Phase 2, (b) the actual third party costs, other than financing costs, incurred by the Developer that are (i) related to the design and permitting of the Phase 2.1 Backbone Infrastructure and the Phase 2.2 Backbone Infrastructure and (ii) undertaken in accordance with the Milestone Schedule and not accelerated by the Developer, and (c) if applicable, the transfer taxes and third party holding costs, other than financing costs, actually incurred by the Developer with respect to Phase 2. Holding costs shall be limited to closing costs incurred pursuant to the DDA, real property taxes and assessments, insurance premiums, and third party security and maintenance costs.

If the City exercises its right under this Section 15.2, it shall exercise its right to terminate the DDA with respect to Phase 3 pursuant to Section 16.2 at the same time. In such event, the Parties shall have no further obligations under the DDA (other than those that expressly survive termination) regarding Phases 2 and 3; the Developer shall continue to be obligated to develop Phase 1 (including Phase 1B) pursuant to the DDA; and the City shall be free to seek alternative development proposals for Phases 2 and 3 after complying with the Surplus Land Act.

16. Right to Terminate DDA with Respect to Phase 3; Additional Indemnity.

16.1 Right to Terminate DDA With Respect to Phase 3. If (a) any third party timely asserts an administrative or judicial challenge that the City’s conveyance of Phase 3 to the Developer pursuant to the DDA does not comply with the applicable requirements of the Surplus Land Act or (b) if the California Department of Housing and Community Development rejects the City’s assertion that the City’s conveyance of Phase 3 to the Developer pursuant to the DDA complies with the applicable requirements of the Surplus Land Act, either party shall have the right to terminate the DDA with respect to Phase 3. The parties’ rights under this Section 16.1 shall expire on the earlier to occur of (a) the date the City deems the application for a Phase 3 tentative map to be complete or (b) July 1, 2029.

If a party exercises its right under this Section 16.1, the Parties shall have no further obligations under the DDA (other than those that expressly survive termination) regarding Phase 3; the Developer shall continue to be obligated to develop Phase 1 and Phase 2 pursuant to the DDA; and subject to the provisions of Section 18, below, the City shall be free to seek alternative development proposals for Phase 3 after complying with the Surplus Land Act. 22 676\05\3352874.1
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16.2 Indemnification Agains t Phase 3 Claims. If the parties elect to proceed with the Phase 3 Closing, the Developer shall indemnify, defend (with counsel chosen by the City and reasonably acceptable to the Developer), and hold harmless the Indemnified Parties against all Phase 3 SLA Claims (defined below). This defense, hold harmless and indemnity obligation shall not extend to any claim arising solely from the applicable Indemnified Party's gross negligence or willful misconduct. If the Developer effectuates a Transfer of Phase 3 permitted pursuant to Article 12 of the Original DDA in the manner required by Article 12 of the Original DDA, then the transferring Developer shall have no obligations under this Section 16.2 with respect to any Phase 3 SLA Claims that arise with respect to the portion of the Property so Transferred after the effectiveness of the Transfer. The Developer's obligation to indemnify, defend and hold harmless under this Section 16.2 shall survive termination of the DDA, and shall be interpreted broadly so as to apply to any legal or administrative proceeding, arbitration, or enforcement action.

As used herein, the term “Phase 3 SLA Claims” means any third party suits, actions, claims, causes of action, costs, demands, judgments and liens (including, without limitation, any award of costs and/or attorney’s fees against the City) that are (a) asserted under the Surplus Land Act and (b) related to the City’s conveyance of Phase 3 to the Developer pursuant to the DDA. Notwithstanding the foregoing to the contrary, the Phase 3 SLA Claims expressly exclude any fines or monetary damages imposed upon the City under the Surplus Land Act with respect to the City’s conveyance of Phase 3 to the Developer pursuant to the DDA. This indemnification is in addition to any other indemnifications contained in the DDA.

17. Mutual Release of Claims. As additional consideration for the execution of this Sixth Amendment, the Parties (each, a “Releasing Party and, collectively, the “Releasing Parties”), hereby forever discharge and release the other Party and each of their respective former, present and future parents, subsidiaries and/or affiliates, whether direct or indirect, and any and all former, present and future officers, directors, employees, managers, administrators, members, insurers, reinsurers, agents (alleged, apparent, or actual), assigns, assignees, affiliates, conservators, divisions, subdivisions, owners, partners, principals, members, trustees, creditors, shareholders, joint ventures, representatives, predecessors in interest, successors and brokers (each, a “Released Party”) from any and all Prior Claims (defined below).

As used herein, the term “Prior Claims” means any claims, demands, actions, obligations, damages, liabilities and causes of action of any nature related to the Released Party’s actual or alleged default or breach of the DDA first arising prior to the Effective Date of this Sixth Amendment, including, without limitation, any matters that were the subject of the Notice of Default.

A Party’s execution of this Sixth Amendment shall not be deemed to be an admission of any liability with respect to any Prior Claim and each Party hereby disclaims any such liability.

Each Releasing Party recognizes that they may not now fully know the number and 23 676\05\3352874.1
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magnitude of all Prior Claims they now have or in the future may have against the any of the Released Parties, but nevertheless, intend to assume the risk that they are releasing such unknown Prior Claims.

The Releasing Parties agree that this Section 17 is a full and final release of all Prior Claims and as a further consideration and inducement for the releases set forth in this Section 17, agree to waive the provisions of California Civil Code Section 1542, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR OR RELEASED PARTY.”

The Releasing Parties acknowledge that a material part of this Sixth Amendment is the deliberate extinguishing of any and all Prior Claims that are known, unknown or may not yet exist, so that there is no possibility of future Prior Claims being asserted among the Releasing Parties and the Released Parties.

18. Right of First Offer. The City hereby grants the Developer a right of first offer (the “ROFO”) with respect to any portion of the Property that is terminated from the DDA pursuant to the exercise of the City’s rights under Section 15.2 (the "Phase 2 ROFO Property") or Section 16.1 (the "Phase 3 ROFO Property” and collectively with the Phase 2 ROFO Property, the “ROFO Property”). The ROFO shall be subject and subordinate to the City’s obligation to offer any portion of the ROFO Property to third parties pursuant to applicable law. Under the ROFO, the City shall provide the Developer with written notice of (a) its election to dispose of any portion of the ROFO Property (each, an “Initial Notice”) and (b) final completion of its obligations under applicable law to provide notice to and, if applicable, negotiate with third party regarding the ROFO Property (each, a “Disposition Notice”). The Developer shall have ten (10) business days from the receipt of Disposition Notice to provide the City with written notice of the Developer’s exercise of the ROFO with respect to such property (each, an “Exercise Notice”). If the Developer fails to timely deliver the Exercise Notice, the ROFO shall terminate with respect to the portion of the ROFO Property included in the applicable Disposition Notice.

If the Developer timely delivers the Exercise Notice for the Phase 2 ROFO Property, the Developer shall deliver a written offer with the respect to the Phase 2 ROFO Property no later than thirty (30) days after the Developer's receipt of the Disposition Notice for such Property (the "Phase 2 Offer") which offer shall include proposed use of the Phase 2 ROFO Property consistent with this Amendment and the Development Plan, with purchase consideration consistent with this Amendment and a proposed transaction timeline consistent with the Milestone Schedule adjusted to account for any delay as a result of the City's exercise of its rights pursuant to Section 15.2 and the City's obligations to offer the Phase 2 ROFO Property to third parties pursuant to applicable law. If the Developer fails to timely deliver the Phase 2 Offer, the ROFO for the Phase 2 ROFO 24 676\05\3352874.1
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Property shall terminate. If the Developer delivers a Phase 2 Offer, the parties shall negotiate exclusively and diligently to reform the terms of the DDA to address any delays in the Milestone Schedule with respect to the Phase 2 ROFO Property and the parties shall not unreasonably withhold their approval of the same. Provided that the Phase 2 Offer is consistent with the requirements of this Section and the parties reach agreement on the revisions to the Milestone Schedule, the parties shall enter into an amendment to the DDA to memorialize the Phase 2 Offer.

If the Parties cannot agree upon revisions to the Milestone Schedule within ninety (90) days of the City's receipt of the Phase 2 Offer, the ROFO for the Phase 2 ROFO Property shall terminate.

The Developer shall until the date that is six (6) months after the Developer’s receipt of the applicable Initial Notice for the Phase 3 ROFO Property to deliver a written offer with respect to the Phase 3 ROFO Property (“Phase 3 Offer”), which offer shall include the proposed use of the property, the proposed purchase consideration and the proposed transaction timeline. If the Developer fails to timely deliver the Phase 3 Offer, the ROFO for the Phase 3 ROFO Property shall terminate. If the Developer timely delivers the Phase 3 Offer, the parties shall negotiate exclusively and in good faith with respect to the Phase 3 Offer for a period expiring on the date that is eighteen (18) months after the Developer’s receipt of the Initial Notice for the Phase 3 ROFO Property (“Phase 3 Negotiation Expiration Date”). If Developer fails to obtain City Council approval (including second reading, if applicable) prior to the Phase 3 Negotiation Expiration Date, the ROFO shall terminate with respect to the Phase 3 ROFO Property.

The provisions of this Section 18 shall survive the termination of the DDA with respect to Phase 2 or Phase 3 pursuant to Section 15.2 or 16.1.

19. Developer Affiliate. Section 19.1 of the Original DDA is hereby deleted and is replaced with the following language:

“(bb) “ Developer Affiliate” means (1) NCCH 100 Alameda, L.P., a Delaware limited partnership, or Cypress Equity Investments LLC, a California limited liability company, or (2) any entity that controls, is controlled by or is under common control with any one of the entities named in clause (1). For the purposes of this definition, the terms “controls, is controlled by or is under common control with” means that the subject entity (A) owns, directly or indirectly, twenty (20%) or more of the profits, capital, or equity interest of the applicable entity(ies) and (B) has the power to, directly or indirectly, direct the affairs or management of the applicable entity(ies), whether by contract, other governing documents or operation of Law or otherwise.

20. Effect of Amendment. Ex cept to the extent amended in this Sixth Amendment, the DDA shall remain in full force and effect. In the event of a conflict between this Sixth Amendment and the DDA, this Sixth Amendment shall control.

25 676\05\3352874.1
8/25/2022
In WITNESS WHEREOF, the Parties have signed this Sixth Amendment to Disposition and Development Agreement as of the Effective Date.

CITY:

City of Alameda,
a municipal corporation

By: ____________________________
N a m e :

Title:

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

Signatures continue on next page

26 676\05\3352874.1
8/25/2022
DEVELOPER:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member

By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member

By: Maple Multi-Family Development, L.L.C.,
a Texas limited liability company,
its general partner

B y :

N a m e :

Title:

676\05\3352874.1
8/25/2022

Exhibit C
Updated Phasing Plan

[See attached.]
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

ILLUSTRATIVE SITE PLAN - ALL PHASES
COPYRIGHT © BAR architects 2015
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
[ FILE NAME :: M:\PROPOSALS AND INTERVIEWS\ACTIVE PROPOSALS\14072 ALAMEDA POINT\6 DRAWINGS\6.40 CAD-CURRENT\1-SITE\AP-SP-00.DWG ] [ TAB : 34X22 PR ] [ January 15 - Thursday 2015 - 10:20am ] [ Plotted by : ZPROWDA ] [ Pen Setting : Full 192 ] [ XREF FILE NAME :: :AP_EXISTING CONDITIONS_BAR: :BOUNDARY_SITE A: :W1711PER: :W1711PERLOG: :W3422PER: :W3422PERLOG ] 0 50 100 200 300 8

07.25.22 (E) BLDG 41
+/- 60’
(E) BLDG 40
+/- 60’
(E) BLDG 77
+/- 42’
(E) BLDG 14
+/- 30’
(10a)
(05a)

CORSAIR STREET

SKYLARK STREET

CORONADO AVENUE
(01a)
(01b)
(02)
(05b)
(19)
(07)
(08)
(09)
(03)
(10b)
(11)
(04)
(17a) (16)
(14)
(12a)(12b)(13)

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY MAIN STREET

FERRY POINT WAY
(E)
(06)
*THIS SITE PLAN & BUILDING CONFIGURATIONS ARE
ILLUSTRATIVE ONLY . ALL IMPROVEMENTS SUBJECT TO DESIGN
REVIEW APPROVAL.
*EXISTING BUILDINGS AND/OR SITES MAY BE OCCUPIED WITH

USES CONSISTENT WITH THIS PLAN DURING ANY PHASE

EXISTING CARTWRIGHT SUBSTATIONLEGEND

RESIDENTIAL OVER GROUND

FLOOR RETAIL & PARKING

RESIDENTIAL OVER ADAPTABLE

GROUND FLOOR & PARKING

RESIDENTIAL TOWNHOME & WALK UP

EXISTING BUILDING

BLOCK NUMBER

SURFACE PARKING

OPEN SPACE - COLORS VARY

COMMERCIAL (OFFICE/MANUFACTURING)

PUBLIC PARKING

RETAIL (SHOPS & RESTAURANTS)
(##)
P
P P
(E)

POTENTIAL PARKING GARAGE
*
*

NAS ALAMEDA HISTORIC

DISTRICT BOUNDARY
(17b) (15)
(18a) (18b) (18c)

ARDENT WAY

ORION STREET

Phasing Plan – Alameda Point Site A
Proposed Buildings and Uses

Phase 1

Parcel
Number

Acres

Proposed Use/Building
Type

Building Square Footage, Units, or
Acres/Parking Spaces

1a

±0.86

Residential

17-21 Units

5a

±2.63

Open Space

±2.63 acres

6 ±2.83

Residential/Townhomes

±64 units

7 ±2.43

Residential/Townhomes

±60 units

8 ±1.73

Residential/Podium

±130 units

9 ±2.42

Mixed Use

Residential: ±200 units
Commercial: ±10,000 square feet

10a
±2.78
Residential/Walk Up 70-88 Units

10b ±1.34 Mixed Use

Residential: 90 Affordable Units
Retail: ± 10,500 square feet

11 ±2.58

Mixed Use

Residential: ±220 units
Commercial: ±15,000 square feet
18 ±1.92 Open Space ±1.92 acres

Phase 1 Subtotal

±21.48
Residential: 840 - 874 Units
Commercial: ±35,500 square feet
Open Space: ±4.55 acres
Phasing Plan – Alameda Point Site A
Proposed Buildings and Uses

Project
Phase

Parcel
Number

Acres

Proposed Use/Building
Type

Building Square Footage, Units, or
Acres/Parking Spaces

12/13 ±1.54 Theater ±53,000 square feet
14 ±0.84 Residential 20-25 Units

15 ±7.13

Residential

128-153 Units
16 ±2.40 Residential 73-88 Units
Phase 2 17a ±2.78 Residential 42-52 Units

17b ±1.02 Residential 103 Affordable Units

19 ±3.59 Open Space 3.59 Acres

Phase 2 Subtotal

±17.76

Residential: 366-421 Units
Open Space: ±3.59 acres
Entertainment: ±53,000 square feet
Phase 3
1b ±2.57 Commercial ±38,000 square feet
2 ±1.54 Open Space 1.54 Acres
3 ±2.09 Commercial ±70,000 square feet/±56 parking spaces

4 ±2.15 Mixed Use / Hotel
Hotel: ±100,000 square feet (±150 rooms)/±96
parking spaces
Commercial: ±6,000 square feet
5b ±3.49 Open Space/Commercial 3.49 Acres Open Space
Commercial: ±14,000sf
Phase 3 Subtotal ±11.8 Commercial: ±228,000 square feet Open Space: ±5.03 acres
Total ±68
Residential: 1284 Units
Commercial: Approx. 300,000 – 360,000 square feet
Open Space: ±13.74 acres
Phasing Plan – Alameda Point Site A
Proposed Buildings and Uses

Phase 1
Commercial/Retail Land Use
Parcel Land Total Low High
1a 0.85 17 21 - Residential
5a 2.63 - - - Open Space
6 2.83 64 64 - Residential
7 2.43 60 60 - Residential
8 1.73 130 130 - Residential
9 2.42 200 200 10,000sf Mixed-Use
10a 2.93 70 88 - Residential
10b 1.15 79 91 10,500sf Mixed-Use
11 2.58 220 220 15,000sf Mixed-Use
18 1.92 - - - Open Space
Phase 1 Total 21.47 840 874 ±35,500sf Varies
Phase 2
12/13 1.54 - - 53,000sf Theater
14 0.84 20 25 - Residential
15 7.13 128 153 - Residential
16 2.4 73 88 - Residential
17a 2.78 42 52 - Residential
17b 1.02 103 103 - Residential
19 3.59 - - - Open Space
Phase 2 Total 19.3 366 421 ±53,000sf Varies
Phase 3
1b 2.57 - - 38,000sf Commercial
2 1.54 - - - Open Space
3 2.09 - - 70,000sf Commercial
4 2.15 - - 106,000sf Hotel / Commercial
5b 3.49 - - 14,000sf Open Space / Commercial
Phase 3 Total 11.8 - - ±228,000sf Varies
Site A Total 68.0 Approx. 300,000sf -
360,000sf Varies
*Total Site A acreage includes horizontal infrastructure Alameda Point Site A
Unit Density
1284
676\05\3352874.1
8/25/2022

Exhibit F
Updated Milestone Schedule

This Milestone Schedule summarizes the schedule for various activities under the DDA.

This Milestone Schedule shall not be deemed to modify in any way the provisions of the DDA to which such items relate. Section references he rein to the DDA are intended merely as an aid in relating this Milestone Schedule to other provisions of the DDA and shall not be deemed to have any substantive effect. Times for performance are subject to extensions as set forth in Section 1.3 of the DDA.

Whenever this Milestone Schedule requires the submission of plans or other documents at a specific time, such plans or other documents, as submitted, shall be complete and adequate for review by the City or other applicable governmental entity within the time set forth herein.

Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein.

As provided in Section 1.4 of the DDA, this Milestone Schedule may be modified by Operating Memoranda executed in accordance with Section 18.16 of the DDA.

ACTION DATE
PHASE 1B

1. Updated Infrastructure Package.

Developer to submit to the City an
updated Infrastructure Package showing
Phase 2 subphases of infrastructure
Within 30 days of the Effective Date of the Sixth
Amendment

2. Design of Phase 1B Backbone
Infrastructure. Developer shall
complete design and permitting of and
commence construction of Phase 1B
Backbone Infrastructure.

On the date that is six (6) months after
Developer’s receipt of written notice from the
Qualified Affordable Housing Developer that it
has received Design Review Approval for Block
10B Vertical Improvements but in no event later
than August 1, 2023.

3. Complete Construction of Phase 1B
Backbone Infrastructure. Developer
shall complete construction of Phase 1B
Backbone Infrastructure.

On the date that is twelve (12) months after
Developer’s receipt of written notice from the
Qualified Affordable Housing Developer that it
has received Design Review Approval for Block
10B Vertical Improvements but in no event later
than October 1, 2024.

4. Apply – Additional Approvals –
Vertical. Developer shall apply for first
Additional Approvals- Vertical for the
first Sub-Phase of the Phase 1B Vertical
Improvements. [§6.3(a)]
February 1, 2025

5. Receipt –Additional Approvals-
Vertical. Developer shall obtain the
May 1, 2025
2 676\05\3352874.1
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ACTION DATE
Additional Approvals – Vertical
necessary for the completion of the first
Vertical Improvements and provide the
City of evidence of such approvals
[§6.3(b)]

6. Affordable Housing Plan Assignment.

Developer and 10B Qualified
Affordable Housing Developer submit to
the City the Affordable Housing Plan
Assignment compliant with Section 3.2
of the Affordable Housing
Im
plementation Plan.

At least 60 days prior to the date the 10B
Qualified Affordable Housing Developer
submits applications for financing [November 1,
2024]

7. Affordable Housing Plan Assignment.

City approves or disapproves of the 10B
Affordable Housing Plan Assignment.
30 days after submission.

8. Submit Block 10B Financing. Block 10B
Qualified Affordable Housing Developer
submits applications for financing.

January 1, 2025

9. Submission – Vertical Improvement
Construction Contract. The Developer
shall submit the first Vertical
Improvement Construction Contract for
the first Phase 1 Vertical Improvements
for City approval. [§6.4]
At least 45 days prior to the commencement of
construction of improvements.[April 15, 2025]

10. Approval – Vertical Improvement
Construction Contract. The City shall
approve or disapprove the construction
contract for the first Vertical
Improvements of Phase 1B of the
Project. [§6.4]
Within 15 business days of Submission.

11. Submission – Vertical Improvement
Completion Assurances. The Developer
shall submit the Vertical Improvement
Completion Assurances for the first
Vertical Improvements of Phase 1B for
City Approval [§6.5]
At least 45 days prior to the commencement of
construction. [April 15, 2025]

12. Approval – Vertical Improvement
Completion Assurances. The City shall
approve or disapprove the first Vertical
Improvement Completion Assurances.
[§6.5]
Within 15 business days of submission

13. Commencement of Construction
(Vertical). The Developer shall
commence construction of the first
June 1, 2025
3 676\05\3352874.1
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ACTION DATE
vertical component of Phase 1B of the
Project. [§6.1]

14. Completion of Construction Block 10A
(Vertical). The Developer shall complete
construction of the Vertical
Improvements located on Block 10A.
[§6.1]

May 15, 2028

15. Completion of Construction Block 1A
(Vertical). The Developer shall complete
construction of the Vertical
Improvements located on Block 1A.
[§6.1]
June 1, 2029

16. Issuance of Estoppel Certificate of
Completion (Horizontal and Vertical).

The City shall issue an Estoppel
Certificate of Completion for Phase 1B
of the Project. [§10.7]

90 days from certificates of occupancy for any
Sub-Phase
PHASE 2

1. Land Conveyance. City to convey
Phase 2A and 2B land to the Developer
[§4.2]
December 31, 2022

2. Submit Phase 2.1 and Phase 2.2
Backbone Infrastructure
Improvement Plans. Developer shall
submit the improvements plans for the
Phase 2.1 and 2.2 Backbone
Infrastructure for City plan check review.

September 1, 2023

3. Receipt of Phase 2.1 and Phase 2.2
Backbone Infrastructure Plan Check
Approval. Developer shall receive City
plan check approval for the improvement
plans for the Phase 2.1 and Phase 2.2
Backbone Infrastructure.

December 31, 2023

4. Submit Phase 2.3 Backbone
Infrastructure For BCDC Design
Review. Developer shall receive City
Planning Board design review approval
for the Phase 2.3 Backbone
Infrastructure and complete all work
product necessary for the City to submit
the Phase 2.3 Backbone Infrastructure
December 31, 2023
4 676\05\3352874.1
8/25/2022

ACTION DATE
plans for BCDC design review. City to
submit application for BCDC design
review.

5. Submission – Phase 2.1 Backbone
Infrastructure Construction Contract
(Horizontal). The Developer shall
submit the Construction Contract for the
Backbone Infrastructure of Phase 2.1 of
the Project for City approval. [§5.5]

March 1, 2024

6. Approval – Phase 2.1 Backbone
Infrastructure Construction Contract
(Horizontal). The City shall approve or
disapprove the construction contract for
the horizontal component of Phase 2.1 of
the Project. [§5.5]

15 business days from Submission – Phase 2.1
Backbone Infrastructure Construction Contract
(Horizontal)

7. Submission – Phase 2.1 Public
Improvement Agreement and
Completion Assurances To City. The
Developer and the City shall have
entered into a Public Improvement
Agreement for the Backbone
Infrastructure for Phase 2.1 of the Project
and Developer shall have provided the
Completion Assurance required by the
Public Improvement Agreement . [§5.6]

March 15, 2024

8. Submission – Phase 2.1 Backbone
Infrastructure Evidence of Funds
Availability. The Developer shall
submit the specified evidence of funds
availability for Phase 2.1 [§4.3(a)(7)]

March 15, 2024

9. Submission – Phase 2.1 Backbone
Infrastructure Evidence of Insurance.

The Developer shall provide evidence of
compliance with insurance requirements
for Phase 2.1 [Art. 16]

March 15, 2024

10. Commencement of Construction Phase

2.1 Backbone Infrastructure. The
Developer shall commence construction
April 15, 2024
5 676\05\3352874.1
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ACTION DATE
of the Infrastructure of Phase 2.1 of the
Project. [§5.1]

11. BCDC Phase 2.3 Backbone
Infrastructure Design Review
Complete. BCDC Design Review for
the Phase 2.3 Backbone Infrastructure
Plans complete
d.

June 30, 2024

12. Completion of Construction Phase 2.1
Backbone Infrastructure (Horizontal).

The Developer shall complete
construction of Phase 2.1 Infrastructure
Phase of the Project. [§5.1]

April 15, 2025

13. Submission – Phase 2.2 Backbone
Infrastructure Construction Contract
(Horizontal). The Developer shall
submit the Construction Contract for the
Backbone Infrastructure of Phase 2.2 of
the Project for City approval. [§5.5]

At least 45 days prior to the commencement of
construction on Phase 2.2 Backbone
Infrastructure [March 1, 2025]

14. Approval – Phase 2.2 Backbone
Infrastructure Construction Contract
(Horizontal). The City shall approve or
disapprove the construction contract for
the horizontal component of Phase 2.2 of
the Project. [§5.5]

15 business days from Submission – Phase 2.2
Construction Contract (Horizontal)

15. Submission – Phase 2.2 Backbone
Infrastructure Public Improvement
Agreement and Completion
Assurances To City. The Developer
and the City shall have entered into a
Public Improvement Agreement for the
Backbone Infrastructure for Phase 2.2 of
the Project and Developer shall have
provided the Completion Assurance
required by the Public Improvement
Agreement . [§5.6]

At least thirty (30) days prior to the
commencement of construction on Phase 2.2
Backbone Infrastructure[March 15, 2025] 16. Submission – Phase 2.2 Backbone Infrastructure Evidence of Funds
Availability. The Developer shall
At least thirty (30) days prior to the
commencement of construction on Phase 2.2
Backbone Infrastructure [March 15, 2025]
6 676\05\3352874.1
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ACTION DATE
submit the specified evidence of funds
availability for Phase 2.2 [§4.3(a)(7)]

17. Submission – Evidence of Insurance
for Phase 2.2 Backbone Infrastructure
Construction. The Developer shall
provide evidence of compliance with
insurance requirements for Phase 2.2
[Art. 16]

At least thirty (30) days prior to the
commencement of construction on Phase 2.2
Backbone Infrastructure [March 15, 2025]

18. Commencement of Construction Phase

2.2 Backbone Infrastructure). The
Developer shall commence construction
of the Infrastructure of Phase 2.2 of the
Project. [§5.1]

April 15, 2025

19. Submit Phase 2.3 Backbone
Infrastructure For BCDC Permit.

Developer shall complete all work
product necessary for the City to submit
an application for the BCDC permit for
the Phase 2.3 Backbone Infrastructure.

City to submit application for BCDC
permit.

Fifteen (15) months after BCDC Design Review
[September 30, 2025]

20. Completion of Construction Phase 2.2
Backbone Infrastructure (Horizontal).

The Developer shall complete
construction of Phase 2.2 Infrastructure
Phase of the Project. [§5.1]

Within 18 months of Commencement of Phase

2.2 Backbone Infrastructure [October 15, 2026]

21. Submission – Qualified Affordable
Housing Developer for Block 17B.

Qualified Affordable Housing Developer
for Block 17B submitted for approval by
City Council.

October 15, 2026

22. Affordable Housing Plan Assignment.

Developer and 17B Qualified
Affordable Housing Developer submit to
the City the Affordable Housing Plan
Assignment compliant with Section 3.2
of the Affordable Housing
Implementation Plan.

At least 60 days prior to the date the 17B
Qualified Affordable Housing Developer
submits applications for financing [November 1,
2025]
7 676\05\3352874.1
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ACTION DATE

23. Affordable Housing Plan Assignment.

City approval or disapproves of the 17B
Affordable Housing Plan Assignment.
30 days after submission.

24. Receipt –Additional Approvals-
Vertical. Developer shall obtain the
Additional Approvals – Vertical for the
construction of the first Phase 2 Vertical
Improvements thereof and provide the
City of evidence of such approvals
[§6.3(b)]
January 15, 2026

25. Submission – Vertical Improvement
Construction Contract. The Developer
shall submit the Vertical Improvement
Construction Contract for the first Phase
2 Vertical Improvements or Sub-Phase
thereof for Cit
y approval. [§6.4]
At least 45 days prior to the commencement of
construction of improvements. [January 1, 2026]

26. Approval – Vertical Improvement
Construction Contract. The City shall
approve or disapprove the construction
contract for the first Vertical
Improvements or Sub-Phase of Vertical
Improvements of Phase 2 of the Project.
[§6.4]
Within 15 business days of Submission.

27. Submission – Vertical Improvement
Completion Assurances. The Developer
shall submit the Vertical Improvement
Completion Assurances for the first
Vertical Improvements or Sub-Phase of
Phase 2 for City Approval [§6.5]
At least 30 days prior to the commencement of
construction. [January 15, 2026]

28. Approval – Vertical Improvement
Completion Assurances. The City shall
approve or disapprove the first Vertical
Improvement Completion Assurances.
[§6.5]
Within 15 business days of submission

29. Commencement of Construction
(Vertical). The Developer shall
commence construction of the first
vertical component of Phase 2 of the
Project. [§6.1]

February 15, 2026

30. Completion of Construction (Vertical).

The Developer shall complete
construction of the Phase 2 Vertical
Improvements. [§6.1]
[December 31, 2029]
8 676\05\3352874.1
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ACTION DATE

31. Approval BCDC Permit for Phase 2.3
Backbone Infrastructure
August 1, 2026 [Note: 9 months after
submittal of application.]

32. Submission – Phase 2.3 Backbone
Infrastructure Construction Contract
(Horizontal). The Developer shall
submit the Construction Contract for the
Backbone Infrastructure of Phase 2.3 of
the Project for City approval. [§5.5]

At least 45 days prior to the commencement of
construction on Phase 2.3 Backbone
Infrastructure [August 15, 2026]

33. Approval – Phase 2.3 Backbone
Infrastructure Construction Contract
(Horizontal). The City shall approve or
disapprove the construction contract for
the horizontal component of Phase 2.3 of
the Project. [§5.5]

15 business days from Submission – Phase 2.3
Construction Contract (Horizontal)

34. Submission – Phase 2.3 Backbone
Infrastructure Public Improvement
Agreement and Completion
Assurances To City. The Developer
and the City shall have entered into a
Public Improvement Agreement for the
Backbone Infrastructure for Phase 2.3 of
the Project and Developer shall have
provided the Completion Assurance
required by the Public Improvement
Agreement . [§5.6]

At least thirty (30) days prior to the
commencement of construction on Phase 2.3
Backbone Infrastructure [September 1, 2026]

35. Submission – Phase 2.3 Backbone
Infrastructure Evidence of Funds
Availability. The Developer shall
submit the specified evidence of funds
availability for Phase 2.3 [§4.3(a)(7)]

At least thirty (30) days prior to the
commencement of construction on Phase 2.3
Backbone Infrastructure [September 1, 2026]

36. Submission – Evidence of Insurance
for Phase 2.3 Backbone Infrastructure
Construction. The Developer shall
provide evidence of compliance with
insurance requirements for Phase 2.1
[Art. 16]

At least thirty (30) days prior to the
commencement of construction on Phase 2.3
Backbone Infrastructure [September 1, 2026]

37. Commencement of Construction Phase 2.3
Backbone Infrastructure). The Develo
per shall
October 1, 2026
9 676\05\3352874.1
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ACTION DATE
commence construction of the Infrastructure of
Phase 2.3 of the Project. [§5.1]

38. Block 17B Affordable Developer submits
for financing.

December 31, 2026

39. Completion of Construction Phase 2.3
Backbone Infrastructure (Horizontal). The
Developer shall complete construction of Phase

2.3 Infrastructure Phase of the Project. [§5.1]

Within 12 months of Commencement of Phase

2.3 Backbone Infrastructure [October 1, 2027]

40. Issuance of Estoppel Certificate of
Completion (Horizontal and Vertical). The
City shall issue an Estoppel Certificate of
Completion for Phase 2 of the Project. [§10.7]

90 days from certificates of occupancy for any
Sub-Phase
PHASE 3

1. Submission – Phase Update to
Financing Plan. The Developer shall
prepare and submit the Phase Update to
the Financing Plan for Phase 3 for City
approval. [§3.1(a)]

At least 90 days prior to the Phase 3 Outside
Closing Date [May 1, 2030]

2. Approval – Phase Update -Financing
Plan. The City shall approve or
disapprove the Phase Update to the
Financing Plan for Phase 3. [§3.2]

Within 30 days of submission

3. Application – Supplemental
Approvals. The Developer shall apply
for the first Supplemental Approvals
necessary to construct the Backbone
Infrastructure for Phase 3 of the Project.
[§5.4(a)]

January 1, 2030

4. Receipt – Supplemental Approvals.

The Developer shall obtain all of the
Supplemental Approvals necessary to
construct the Backbone Infrastructure for
Phase 3 of the Project, and shall provide
evidence of the same to the City
[§5.4(c)]

June 30, 2030

5. Submission – Phase Construction
Contract (Horizontal). The Developer
At least 45 days prior to the Phase 3 Outside
Phase Closing Date [May 15, 2030]
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ACTION DATE
shall submit the Construction Contract
for the Backbone Infrastructure of Phase
3 of the Project for City approval. [§5.5]

6. Approval – Phase Construction
Contract (Horizontal). The City shall
approve or disapprove the construction
contract for the Backbone Infrastructure
of Phase 3 of the Project. [§5.5]
15 business days from Submission – Phase
Construction Contract (Horizontal)

7. Submission – Evidence of Funds
Availability. The Developer shall
submit the specified evidence of funds
availability for Phase 3. [§4.3(a)(7)]

At least thirty (30) days prior to the Phase 3
Outside Phase Closing Date [June 30, 2030]

8. Submission – Evidence of Insurance.

The Developer shall provide evidence of
compliance with insurance requirements
for Phase 3. [Art. 16]

At least thirty (30) days prior to the Phase 3
Outside Phase Closing Date [June 30, 2030]

9. Phase 3 Conveyance –The City shall
facilitate conveyance of all of Phase 3
property to the Developer. [§4.2]

July 30, 2030

10. Commencement of
Construction(Horizontal). The
Developer shall commence construction
of the Phase 3 Backbone Infrastructure.
[§5.1]

Within thirty (30) days of the Phase 3 Closing
[August 30, 2030]

11. Completion of Construction
(Horizontal). The Developer shall
complete construction of Phase 3
Backbone Infrastructure. [§5.1]

Within 36 months of Commencement of Phase 3
Infrastructure Phase [August 30, 2033]

12. Apply – Additional Approvals –
Vertical. Developer shall apply for
Additional Approvals- Vertical for the
first Sub-Phase of Phase 3 Vertical
Improvements. [§6.3(a)]
August 15, 2032

13. Receipt –Additional Approvals-
Vertical. Developer shall obtain the
Additional Approvals – Vertical for the
first Sub-Phase of Phase 3 Vertical
November 14, 2032
11 676\05\3352874.1
8/25/2022

ACTION DATE
Improvements and provide the City of
evidence of such approvals [§6.3(b)]

14. Submission – Vertical Improvement
Construction Contract. The Developer
shall submit the Vertical Improvement
Construction Contract for the first Sub-
Phase of Phase 3 Vertical Improvements
for City approval. [§6.4]
At least 45 days prior to the commencement of
construction of any Sub-Phase

15. Approval – Vertical Improvement
Construction Contract. The City shall
approve or disapprove the construction
contract for the first Sub-Phase of Phase
3 Vertical Improvements . [§6.4]
Within 15 business days of Submission.

16. Submission – Vertical Improvement
Completion Assurances. The Developer
shall submit the Vertical Improvement
Completion Assurances for the first Sub-
Phase of Phase 3 Vertical Improvements
for City Approval [§6.5]
At least 45 days prior to the commencement of
construction of any Sub-Phase

17. Approval – Vertical Improvement
Completion Assurances. The City shall
approve or disapprove the Vertical
Improvement Completion Assurances
first Sub-Phase of Phase 3 Vertical
Improvements. [§6.5]
Within 15 business days of submission

18. Commencement of Construction
(Vertical). The Developer shall
commence construction of the first Sub-
Phase of Phase 3 Vertical Improvements
. [§6.1]

November 15, 2033

19. Completion of Construction (Vertical).

The Developer shall complete
construction of the Phase 3 Vertical
Improvements. [§6.1]

November 15, 2036

20. Issuance of Estoppel Certificate of
Completion (Horizontal and Vertical).

The City shall issue an Estoppel
Certificate of Completion for Phase 23of
the Project. [§10.7]

90 days from certificates of occupancy for a Sub-
Phase
[Remainder of this Page Intentionally Left Blank]

676\05\3352874.1
8/25/2022

Exhibit G
Updated Infrastructure Package

[See attached.]

ALAMEDA POINT SITE A

INFRASTRUCTURE PLAN

ALAMEDA POINT SITE A INFRASTRUCTURE PACKAGE

EXHIBIT 1: SITE A – DEMOLITION BY PHASE
EXHIBIT 2: CONCEPTUAL GRADING, SEA LEVEL RISE & SHORELINE PROTECTION

STRATEGY
EXHIBIT 3: ALAMEDA POINT – BACKBONE ROADWAY INFRASTRUCTURE PHASING EXHIBIT 4: SITE A – PHASING
EXHIBIT 5: ALAMEDA POINT – UTILITY PHASING (GAS)
EXHIBIT 6: ALAMEDA POINT – UTILITY PHASING (ELECTRICAL DISTRIBUTION) EXHIBIT 7: ALAMEDA POINT – UTILITY PHASING (WATER)
EXHIBIT 8: ALAMEDA POINT – UTILITY PHASING (RECYCLED WATER) EXHIBIT 9: ALAMEDA POINT – UTILITY PHASING (STORM DRAIN) EXHIBIT 10: ALAMEDA POINT – UTILITY PHASING (SANITARY SEWER) EXHIBIT 11: ALAMEDA POINT – UTILITY PHASING (TEL/DATA)
EXHIBIT 12: SITE A – PARK & OPEN SPACE PHASING

Proposed infrastructure improvements would be consistent with the MIP 1 for the development of Site A.

The proposed infrastructure improvements are generally described below. In addition, see the attached illustrative figures that depict the proposed infrastructure improvements. The descriptions and figures are preliminary and subject to change through the Tentative Map process and once detailed designs are completed.

In addition to the proposed improvements described below, the necessary improvements would be installed to maintain access and utility service to the existing tenants and areas within Alameda Point until the development of Site A is complete consistent with the MIP.

Streetscape, Circulation, and Parking
Site A would be developed with a “complete streets” transportation network that would support a variety of modes of transportation, and would provide pedestri an, bicycle, and transit facilities. New roadways would be constructed, and existing roadways would be re-aligned, resulting in a grid street network on the site. West Atlantic Avenue would be realigned from west of Main Street. West Atlantic would serve as a gateway to Site A. The project frontage along Main Street would be landscaped, and the portion of the Bay Trail along Main Street from West Atlantic to West Tower Avenue would be constructed. Intersection improvements would be made at West Atlantic and Main Street to improve signalization, and vehicular, pedestrian, and bicycle circulation.

The street system would include regional arterials, such as Main Street and West Atlantic; collector streets, such as Pan Am Way; and a network of local streets with connecting alleys. Sidewalks would be constructed along streets, with widths varying between 6 and 15 feet, based on street right-of-way sections.

In addition, bicycle facilities—including separated bicycle paths, shared pedestrian and bicycle paths, and bicycle lanes with painted buffer strips—would be constructed throughout the site. A dedicated bus rapid transit lane would be constructed along a portion of the West Atlantic extension.

Transportation Demand Management Measures
Site A would implement capital facilities in support of the Site A Transportation Demand Management (TDM) Strategy consistent with the Alameda Point TDM Plan. These capital facilities will include construction of surface parking lots within Site A consistent with the Development Plan, installation of parking meters within Site A, a bike share station and loaner bikes, among other facilities necessary to implement the TDM Compliance Strategy.

Utilities and Site Improvements
The MIP describes the planned backbone infrastructure, anticipated to consist of new infrastructure installed to support the uses in Site A. The backbon e infrastructure is the major framework of streets and utilities, generally based on the existing street grid within Site A.

The MIP outlines potential corrective geotechnical and flood protection improvement measures. In addition, the proposed utility systems described in the MIP include stormwater, wastewater, potable water, recycled water, electrical, natural gas, and telecommunication systems. Each of these systems is anticipated to connect to existing reliable public facilities at the perimeter of Site A. The proposed electrical system would connect to the existing Cartwright Substation, which is in Site A near the intersection of West Atlantic Avenue and Main Street.

1 Carlson, Barbee, Gibson, Inc., 2014. Master Infrastructure Plan, Alameda Point, Alameda, California. March 31.

Flood Protection, Sea-Level Rise Strategy, Soil Improvements, and Site Grading. Consistent with the EIR and MIP evaluated therein, the proposed project would construct flooding and sea-level rise protection.

Perimeter flood protection measures would be constructed for integration with the sea-level rise adaptive management strategy for Alameda Point. Along the northern and eastern perimeter of the Seaplane Lagoon, shoreline flood protection improvements would be in stalled to a minimum elevation of 7.6 feet (City Datum) along Site A, based on the MIP design criteria 100-year tide, plus 24-inch sea-level rise, plus 1-foot wind/wave run-up, plus 1-foot freeboard. The existing seawall along the northern perimeter of the Seaplane Lagoon would be retrofitted along Site A. Geotechnical corrective measures to address liquefaction potential and stabilize the building sites may include soil improvement techniques such as soil-cement mixed columns, drilled displacement columns, stiffened foundations, and/or piles. In addition, the site would be graded to achieve the minimum required elevations per the MIP. Portions of the site would be raised up to 3 feet above the existing ground level. Refer to Exhibit 2.

Natural Gas. A new natural-gas-distribution system would be installed throughout Site A, replacing the existing natural gas system in phases consistent with the development build-out. This system would connect to the existing 8-inch main near the intersection of West Atlantic Avenue and Main Street. The proposed gas facilities would be constructed in the backbone streets in a phased implementation The new natural gas distribution system would be designed and constructed in accordance with Pacific Gas and Electric’s regulations, standards, and specifications. Refer to Exhibit 5 for utility phasing.

Electricity. The existing overhead transmission lines in Site A would be replaced with a new underground electric distribution system from the Cartwright Substation, in phases consistent with the development build-out, refer to Exhibit 6. The proposed electric distribution system would consist of new underground conduits, vaults, boxes, and pads that can accommodate 15-kV–rated cables, transformers, switches, and other utility distribution equipment, including its supervisory control and data acquisition communication monitoring and controls. The electrical conduits and cables would be placed in a joint utility trench along the backbone streets. This trench would also accommodate the natural gas, telephone, cable television, possible ancillary fiber optic cable systems, and streetlight facilities. The new underground electric distribution system and joint utility trench would be designed and constructed in accordance with Alameda Municipal Power’s regulations, standards, and specifications.

Potable Water Improvements. The existing water system would be replaced with a new potable water distribution system in phases consistent with the development build-out. The proposed distribution pipelines would connect to the existing East Bay Municipal Utility District (EBMUD) water facilities in Main Street. The proposed distribution system would range in size from 8 inches to potentially 16 inches in diameter. The proposed water distribution facilities would be installed in the backbone streets, providing potable and fire water to the proposed project refer to Exhibit 7 for project phasing.

Recycled Water. A network of recycled water pipelines is anticipated to be constructed in the proposed rights-of-way of major backbone streets and would range in size from 6 to 12 inches to serve the open space and public landscaping. The recycled water facilities would be designed and constructed in accordance with EBMUD’s regulations, standards, and specifications, should provisions for a permanent source be available. Should a permanent source not be avai lable, the project will provide corridors for future installation by EBMUD or a recycled water purveyor. Recycled water lines will be phased in accordance with Exhibit 8.

Stormwater. A new stormwater collection system would be constructed, consisting of pipelines, manholes, inlets, pump stations, trash capture devices, and outfalls. The new stormwater system would be designed to convey the 25-year design storm with 6 inches of minimum freeboard. Additionally, the system would accommodate the 100-year storm, with a maximum ponding in the streets of up to the top of curb at low points in the street profiles. A new stormwater outfall would replace an existing outfall toward the northeastern edge of the Seaplane Lagoon. This new outfall would convey stormwater runoff from Site A into the Bay, and would include tide valves to prevent tidal influences in the system as well as a trash capture device to prevent the discharge of trash to the Bay. Due to high groundwater table, and the limited potential for collecting and reusing stormwater, the proposed project would implement low-impact development principles for the management and treatment of stormwater runoff. Although much of the system would be gravity-based, pumping may be necessary to convey treated flows to bioretention areas.

The stormwater system will be phased in accordance with Exhibit 9.

Wastewater. The proposed project would replace the existing wastewater system with a new wastewater collection system that would be owned and operated by the City of Alameda. The proposed collection system would include gravity pipelines ranging in size from 8 inches to 24 inches in diameter, and lift/ pump station(s) and force main pipelines. The proposed wastewater collection facilities would be installed in the backbone streets in Site A and extending to connect to EBMUD’s existing Pump Station R at the Main Gate. Pump Station R conveys wastewater flows to the EBMUD treatment plant in Oakland. The sanitary sewer waste water system will be phased in accordance with Exhibit 10.

New Telecommunications Systems. New telecommunications systems, including telephone and cable television, would be installed. Additional empty conduits would be installed to accommodate the implementation of fiber optics by other service providers. These systems would connect to the existing systems east of Site A, near Main Street. The proposed telecommunication facilities would be constructed in the backbone streets in accordance to Exhibit 11.

Parks and Open Space
Site A would be developed with two distinct park-themed areas or districts; each district would have a unique character and programming intended to create accessible and walkable community open space, as described below. A portion of the Bay Trail would be constructed along the northeastern edge of the Seaplane Lagoon, along the southern edge of West Atlantic to Main Street, and along the Site A frontage on Main Street, generally from West Atlantic north to West Tower Avenue. The parks and open space would be constructed in accordance with Exhibit 12 and as further described below.

In addition to the public open spaces/parks described below, private open space would be developed for the residential uses.

The Waterfront Park District would include an appr oximately 7.23-acre park along the shoreline of the Seaplane Lagoon. Amenities would be designed for water-oriented activities and views, and would include pedestrian walks, bicycle paths, vista points, seat/rest areas, flexible plaza space for events, and access to the water.

The Neighborhood Park District would provide an approximately 1.15-acre park along West Atlantic, the main entry road, which would retain the existing Corsair II aircraft display and existing Cypress tree along the southern edge of West Atlantic. In addition, an approximately 1.35-acre linear neighborhood park would be constructed along Coronado Avenue. Amenities would include areas for informal picnicking, seating, bicycle paths, and areas for active uses such as a crossfit station and a tot-lot area.

1.1 Phasing and Construction
Site A would be constructed in three phases, with demolition, grading and flood protection improvements preceding each phase, and utility and street infrastructure constructed prior to completion of vertical construction for each phase. Refer to Exhibit 1 for the conceptual demolition phasing, Exhibit 2 for conceptual grading, sea-level rise and shoreline protection strategy phasing, and Exhibit 3 for roadway phasing. Temporary improvements would be installed as needed to connect to adjacent facilities and roadways to provide access and utilities to the ex isting tenants within Alameda Point until future development occurs.

The proposed project infrastructure improvements would be phased to accommodate the scheduled build- out of the residential, retail, commercial, parks, and open space planned for each phase of development, refer to Exhibit 4. All below-grade utility and street surface improvements that are necessary to comply with the local, state, and federal requirements and applicable law would be completed to deliver a fully functional phase. The phasing of the infrastructu re improvements may vary depending on final build-out mix and need. All local in-tract streets (streets within the parcels) necessary to provide access and utility connections would be constructed in the appropriate phase. Refer to Exhibits 5 through 11 for the specific utility Phasing. Each phase would also require interim connections and transitions from the permanent improvements to the existing utilities and roadway sections.

Phase 1
Phase 1 would generally involve the construction of bu ildings, parks, streets, and utilities between Main Street on the east and Pan Am Way on the west, and between Coronado Avenue on the north and West Atlantic on the south. In addition, existing buildings outside of Phase 1—such as Building 113 and Building 162—may be occupied with uses consistent with the Town Center Plan during any phase.

Installation of underground utilities and surface street improvements would occur at the intersection of Main Street and West Atlantic, and extend toward the western connection at Pan Am Way. Phase 1 street improvements would include construction of West Atlantic, Skylark Street, Corsair Street, and the eastern portion of Coronado Avenue between Main Street and Ardent Way, as well as Orion Street and Ardent Way from West Atlantic to slightly north of Coronado Avenue, and Pan Am Way in front of Parcel 11.

Phase 1 would include the installation of the proposed wastewater system extending to EBMUD’s existing Pump Station R located near the Main Gate.

Phase 1 would also include flood protection improvements within and improvements to the waterfront park and shore edge along the Seaplane Lagoon, from the northeastern corner to approximately 500 lineal feet to the west. The approximately 1.35-acre linear neighborhood park along Coronado Avenue would be constructed during this phase.

Interim improvements would be built with Phase 1 to conform to existing conditions, including intersection improvements and traffic signal modifications at the Main Street/West Atlantic intersection, a driveway to connect Coronado Avenue to Main Street, and a new sidewalk and landscaping to the existing back of curb along Main Street.

Phase 2
Phase 2 would involve the construction of buildings, parks, streets, and utilities generally north of Coronado Avenue, and generally from Main Street to Pan Am Way. Phase 2 would also include the extension of Orion Street and Pan Am Way improvements north to West Tower Avenue, the extension of Ardent Way between Coronado Avenue and West Tower Avenue and the western portion of Coronado Avenue north of Blocks 10 and 11. Main Street frontage im provements, including landscaped parkways and Bay Trail improvements adjacent to the Phase 1 and Phase 2 areas described above, would be constructed during Phase 2. Flood protection and park improvements would be installed along the western edge of Site A on Parcel 19 just north of the Seaplane Lagoon.

Phase 3
Phase 3 would involve the construction of buildings, parks, streets, and utilities south of West Atlantic, between Main Street on the east and the Seaplane Lagoon on the west, as well as between Pan Am Way and Firebirds Street. Installation of underground utilities and street surface improvements would include the southern portions of Orion Street and Ardent Way, and Ferry Point Way from West Atlantic to the southern edge of Site A; Marilyn York Way from Pan Am Way to the west; and Firebirds Street. Main Street frontage improvements adjacent to the Phase 3 areas, would be constructed during Phase 3.

Phase 3 would also include construction of the flood protection improvements and waterfront park along the eastern edge of the Seaplane Lagoon, from West Atlantic to the south of Site A, covering approximately 275 lineal feet; as well as construction of the approximately 0.54-acre park on Parcel 12. In addition, the approximately 1.15-acre neighborhood park space along West Atlantic would be constructed during this phase.

BLDG
67 BLDG
98 8/17/2022
EXHIBIT 1.pdf
BLDG
117
BLDG
118

EXHIBIT 2.pdf
8/17/2022
8/19/2022
EXHIBIT 3.pdf

WEST ATLANTIC AVENUE
D

8/19/2022
EXHIBIT 4.pdf
(17)
(14)
(10)
(16) (15)

WEST ATLANTIC AVENUE
(13) (12B) (12A)
8/19/2022
EXHIBIT 5

WEST ATLANTIC AVENUE
EXHIBIT 5-11.pdf
8/19/2022
EXHIBIT 6

WEST ATLANTIC AVENUE
EXHIBIT 5-11.pdf
8/19/2022
EXHIBIT 7

WEST ATLANTIC AVENUE
EXHIBIT 5-11.pdf

8/19/2022
EXHIBIT 8

WEST ATLANTIC AVENUE
EXHIBIT 5-11.pdf
8/19/2022
EXHIBIT 9

WEST ATLANTIC AVENUE
EXHIBIT 5-11.pdf
8/19/2022
EXHIBIT 10
PHASE 1
PUMP

STATION

WEST ATLANTIC AVE
EXHIBIT 5-11.pdf
8/19/2022
EXHIBIT 11

WEST ATLANTIC AVENUE
EXHIBIT 5-11.pdf
676\05\3352874.1
8/25/2022

Exhibit H
Updated Development Plan

[See attached.]

ALAMEDA POINT - SITE A - DEVELOPMENT PLAN
Project Sponsor: Alameda Point Partners
Prepared by: BAR Architects, April Philips Design Workshop, BKF Engineers Second Amendment, July 25, 2022

COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
2 07.25.22

SITE A DEVELOPMENT PLAN TABLE OF CONTENTS

CONTEXT
Existing Conditions at Site A . . . . . . . . . . . . . . . . 04 Site Photos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 05 Planned Land Use and Open Space . . . . . . . . . 06

LAND USE & DEVELOPMENT
Illustrative Site Plan - All Phases . . . . . . . . . . . 08 Illustrative Site Plan - Phasing. . . . . . . . . . . . . . 09 Street / Surface Improvements Phasing . . . .10
Land Use Diagram. . . . . . . . . . . . . . . . . . . . . . . . . 11 Open Space & Parcel Diagrams . . . . . . . . . . . . 12 Affordable Housing Plan and
Universal Design . . . . . . . . . . . . . . . . . . . . . . 13 Architectural Character Images -
Town Homes. . . . . . . . . . . . . . . . . . . . . . . .14 Architectural Character Images -
Mixed Use & Stacked Flats. . . . . . . . . . . . .15

TRANSPORTATION & CIRCULATION
Proposed Street Classification Plan - Over
Existing Conditions . . . . . . . . . . . . . . . . . . . . . 17 Bike Path & Public Pedestrian Circulation
Diagrams . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Right of Way Sections . . . . . . . . . . . . . . . . . . . . . 19 Right of Way Sections . . . . . . . . . . . . . . . . . . . . . 20 Right of Way Sections. . . . . . . . . . . . . . . . . . . . . . 21 R.A.M.P . Plan & Sections. . . . . . . . . . . . . . . . 22 Public Parking / Bike Parking Plan. . . . . . . . 23

OPEN SPACE
Waterfront Park & Plaza Plan. . . . . . . . . . . . 25
Promenade Perspective with Building 113. . . 26
Waterfront Plaza Sections . . . . . . . . . . . . . . . . . 27 Shared Use Plaza Section & Character. . . . . 28
Neighborhood Linear Park Plan & Section . . . 29
Project Sustainability. . . . . . . . . . . . . . . 30
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
3 07.25.22
Existing Conditions at Site A . . . . . . . . . . . . . . . . 04 Site Photos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 05 Planned Land Use and Open Space . . . . . . . . . 06

CONTEXT
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
EXISTING CONDITIONS AT SITE “A”
4 07.25.22

NAS ALAMEDA HISTORIC DISTRICT BOUNDARY

SITE A BOUNDARY
West Tower Avenue
N
v
West Tower Avenue West Tower Avenue
West Atlantic AvenueWest Atlantic Avenue
Pan Am Way
Ferry Point Way
Main Street
Orion Street
Skylark Street
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
5 07.25.22
EXISTING BUILDING 113EXISTING BUILDING 40 (BLADIUM)
EXISTING BUILDING 77EXISTING BUILDING 77 (LEFT) AND 41 (RIGHT)

SITE PHOTOS
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

PLANNED LAND USE AND OPEN SPACE
6 07.25.22
alameda point conceptual planning guide12
FIGURE 2: ALAMEDA POINT - OPEN SPACE FRAMEWORK

SAN FRANCISCO BAY
Alameda Point
Collaborative
Community
Garden &
Ploughshares
Nursery
central
green
sports
center
parade
grounds
waterfront
promenade
future
transit center

SEAPLANE LAGOON

OAKLAND ESTUARY

M A I N S T
NATURE

RESERVE

PACIFIC AVE
W. ATLANTIC AVE

APPEZZATO

PARKWAY

MIDWAY AVE

TOWER AVE

MONARCH ST

LEXINGTON ST

SARATOGA ST
ESSEX

REDLINE AVE

ORION ST

M A I N S T
VETERAN’S HEALTH

CLINIC AND

COLUMBARIUM
proposed
WETA facility
adaptive
reuse park
enterprise
park
Northwest
Territories
community
garden
BEQ
Quadrangle
0 1000500 2000’

ALAMEDA POINT DISTRICT

PROPOSED ZONING MAP
LEGEND
Enterprise 1 (AP-E1)
Enterprise 2 (AP-E2)
Enterprise 3 (AP-E3)
Enterprise 4 (AP-E4)
Adaptive Reuse (AP-AR)
Waterfront Town Center (AP-TC)
Main Street Neighborhood (AP-MS)
Open Space (AP-OS)
Nature Reserve (AP-NR)
Street Plan
(illustrative and subject to change)
February 5, 2014
Seaplane
Lagoon

D I S T R I C T B O U N D A R Y
Adaptive
Reuse
Open Space
Open Space
Waterfront Town Center
Main Street
Neighborhood
Enterprise
1 2
3 4
P ort of Oakland
Main St
Atlantic Ave
Pacific Ave
Willie Stargell Ave
San Francisco Bay
Nature Reserve/
Government

VA OUTPATIENT

CLINIC AND

COLUMBARIUM
0 2000 4000 FEET
Existing Ferry Service

ALAMEDA POINT PLANNING GUIDE - OPEN SPACE FRAMEWORK PRECISE PLAN - TOWN CENTER AREA

ILLUSTRATIVE SITE PLAN - ALL PHASESALAMEDA POINT - ZONING MAP * DRAWING FROM 9/12/2013 ALAMEDA POINT PLANNING GUIDE
* DRAWING FROM www.alamedaca.gov
9Alameda Point Town and W aterfront Precise Plan | EXECUTIVE SUMMARY 1000’500’0’
1” = 667’-0”
250’ 750’

PROPOSED SUB-DISTRICT

SUB-AREAS
The Town Center and Waterfront Precise
Plan organizes the 150-acre site into
several sub-areas defined by uniquely
distinguishing characteristics. The Atlantic
Entry sub-area is envisioned as a residential
neighborhood that provides integration
with the adjacent Bayport community
along Main Street. The Transit Village
Center, is intended to be a vibrant mixed-
use urban hub. The East Waterfront is an
area of mixed retail, entertainment, hotel,

ENTERPRISE

TAXIWAY

ATLANTIC
ENTRY
EAST

WATERFRONT
WEST

WATERFRONT

NORTH WATERFRONT

SEAPLANE
LAGOON

TRANSIT VILLAGE
CENTER
R. APPEZZATO PARKWAY

PACIFIC AVENUE
W. TOWER AVENUE

ORION AVENUE

FERRY POINT ROAD

MONARCH STREET

LEXINGTON STREET

MAIN STREET

SARATOGA STREET

PAN AM WAY
9Alameda Point Town and W aterfront Precise Plan | EXECUTIVE SUMMARY 1000’500’0’
1” = 667’-0”
250’ 750’

SUB-AREAS
The Town Center and Waterfront Precise
Plan organizes the 150-acre site into
several sub-areas defined by uniquely
distinguishing characteristics. The Atlantic
Entry sub-area is envisioned as a residential
neighborhood that provides integration
with the adjacent Bayport community
along Main Street. The Transit Village
Center, is intended to be a vibrant mixed-
use urban hub. The East Waterfront is an
area of mixed retail, entertainment, hotel,

ENTERPRISE

TAXIWAY

ATLANTIC
ENTRY
EAST

WATERFRONT
WEST

WATERFRONT

NORTH WATERFRONT

SEAPLANE
LAGOON

TRANSIT VILLAGE
CENTER
R. APPEZZATO PARKWAY

PACIFIC AVENUE

ORION AVENUE

FERRY POINT ROAD

MONARCH

LEXINGTO

MAIN STREET

SARATOGA

PAN AM W
SITE A
(E) BLDG 14
(01a)
(01b)
(02)
(05b)
(07)
(08)
(09)
(03)
(10a)
(11)
(04)
(17a) (16) (15)
(14)
(12a)(12b)(13)

SKYLARK STREET

CORSAIR STREET

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY

MAIN STREET

FERRY POINT WAY
(06)

EXISTING

CARTWRIGHT SUBSTATION
(05a)
(10b)
(17b)
(E) BLDG 77
(E) BLDG 41(E) BLDG 40

ORION STREET

ARDENT WAY

CORONADO AVENUE
(19)
(18a) (18b) (18c)
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
7 07.25.22

LAND USE &

DEVELOPMENT
Illustrative Site Plan - All Phases . . . . . . . . . . . 08 Illustrative Site Plan - Phasing. . . . . . . . . . . . . . 09 Street / Surface Improvements Phasing . . . .10
Land Use Diagram. . . . . . . . . . . . . . . . . . . . . . . . . 11 Open Space & Parcel Diagrams . . . . . . . . . . . . 12 Affordable Housing Plan and
Universal Design . . . . . . . . . . . . . . . . . . . . . . 13 Architectural Character Images -
Town Homes. . . . . . . . . . . . . . . . . . . . . . . .14 Architectural Character Images -
Mixed Use & Stacked Flats. . . . . . . . . . . . .15
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

ILLUSTRATIVE SITE PLAN - ALL PHASES
COPYRIGHT © BAR architects 2015
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
[ FILE NAME :: M:\PROPOSALS AND INTERVIEWS\ACTIVE PROPOSALS\14072 ALAMEDA POINT\6 DRAWINGS\6.40 CAD-CURRENT\1-SITE\AP-SP-00.DWG ] [ TAB : 34X22 PR ] [ January 15 - Thursday 2015 - 10:20am ] [ Plotted by : ZPROWDA ] [ Pen Setting : Full 192 ] [ XREF FILE NAME :: :AP_EXISTING CONDITIONS_BAR: :BOUNDARY_SITE A: :W1711PER: :W1711PERLOG: :W3422PER: :W3422PERLOG ] 0 50 100 200 300 8

07.25.22 (E) BLDG 41
+/- 60’
(E) BLDG 40
+/- 60’
(E) BLDG 77
+/- 42’
(E) BLDG 14
+/- 30’
(10a)
(05a)

CORSAIR STREET

SKYLARK STREET

CORONADO AVENUE
(01a)
(01b)
(02)
(05b)
(19)
(07)
(08)
(09)
(03)
(10b)
(11)
(04)
(17a) (16)
(14)
(12a)(12b)(13)

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY MAIN STREET

FERRY POINT WAY
(E)
(06)
*THIS SITE PLAN & BUILDING CONFIGURATIONS ARE
ILLUSTRATIVE ONLY . ALL IMPROVEMENTS SUBJECT TO DESIGN
REVIEW APPROVAL.
*EXISTING BUILDINGS AND/OR SITES MAY BE OCCUPIED WITH

USES CONSISTENT WITH THIS PLAN DURING ANY PHASE

EXISTING CARTWRIGHT SUBSTATIONLEGEND

RESIDENTIAL OVER GROUND

FLOOR RETAIL & PARKING

RESIDENTIAL OVER ADAPTABLE

GROUND FLOOR & PARKING

RESIDENTIAL TOWNHOME & WALK UP

EXISTING BUILDING

BLOCK NUMBER

SURFACE PARKING

OPEN SPACE - COLORS VARY

COMMERCIAL (OFFICE/MANUFACTURING)

PUBLIC PARKING

RETAIL (SHOPS & RESTAURANTS)
(##)
P
P P
(E)

POTENTIAL PARKING GARAGE
*
*

NAS ALAMEDA HISTORIC

DISTRICT BOUNDARY
(17b) (15)
(18a) (18b) (18c)

ARDENT WAY

ORION STREET

COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

ILLUSTRATIVE SITE PLAN - PHASING
9 07.25.22
ILLUSTRATIVE SITE PLAN - PHASE 1 ILLUSTRATIVE SITE PLAN - PHASE 2 ILLUSTRATIVE SITE PLAN - PHASE 3
LEGEND
Phase 1
Commercial/Retail Land Use
Parcel Land Total Low High
1a 0.85 17 21 - Residential
5a 2.63 - - - Open Space
6 2.83 64 64 - Residential
7 2.43 60 60 - Residential
8 1.73 130 130 - Residential
9 2.42 200 200 10,000sf Mixed-Use
10a 2.93 70 88 - Residential
10b 1.15 79 91 10,500sf Mixed-Use
11 2.58 220 220 15,000sf Mixed-Use
18 1.92 - - - Open Space
Phase 1 Total 21.47 840 874 ±35,500sf Varies
Phase 2
12/13 1.54 - - 53,000sf Theater
14 0.84 20 25 - Residential
15 7.13 128 153 - Residential
16 2.4 73 88 - Residential
17a 2.78 42 52 - Residential
17b 1.02 103 103 - Residential
19 3.59 - - - Open Space
Phase 2 Total 19.3 366 421 ±53,000sf Varies
Phase 3
1b 2.57 - - 38,000sf Commercial
2 1.54 - - - Open Space
3 2.09 - - 70,000sf Commercial
4 2.15 - - 106,000sf Hotel / Commercial
5b 3.49 - - 14,000sf Open Space / Commercial
Phase 3 Total 11.8 - - ±228,000sf Varies
Site A Total 68.0 Approx. 300,000sf -
360,000sf Varies
*Total Site A acreage includes horizontal infrastructure Alameda Point Site A
Unit Density
1284

RESIDENTIAL OVER GROUND

FLOOR RETAIL & PARKING

RESIDENTIAL OVER ADAPTABLE

GROUND FLOOR & PARKING

RESIDENTIAL TOWNHOME & WALK UP

EXISTING BUILDINGS AND/OR SITES

MAY BE OCCUPIED WITH USES

CONSISTENT WITH THIS PLAN DURING

ANY PHASE

EXISTING BUILDING

BLOCK NUMBER

OPEN SPACE - NEIGHBORHOOD PARK

COMMERCIAL (OFFICE/MANUFACTURING)

PUBLIC PARKING

RETAIL (SHOPS & RESTAURANTS)
(##)
(E)
(01a)
(01b)
(02)
(05b)
(07)
(08)
(09)
(03)
(10a)
(11)
(04)
(17a) (16) (15)
(14)
(12a)(12b)(13)

SKYLARK STREET

CORSAIR STREET

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY

MAIN STREET

FERRY POINT WAY
(06)

EXISTING

CARTWRIGHT SUBSTATION
(05a)
(10b)
(17b)
(E) BLDG 77
(E) BLDG 41

ORION STREET

ARDENT WAY

CORONADO AVENUE
(18a) (18b) (18c)
(01a)
(01b)
(02)
(05b)
(07)
(08)
(09)
(03)
(10a)
(11)
(04)
(17a) (16) (15)
(14)
(12a)(12b)(13)

SKYLARK STREET

CORSAIR STREET

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY

MAIN STREET

FERRY POINT WAY
(06)

EXISTING

CARTWRIGHT SUBSTATION
(05a)
(10b)
(17b)
(E) BLDG 77
(E) BLDG 41(E) BLDG 40

ORION STREET

ARDENT WAY

CORONADO AVENUE
(19)
(18a) (18b) (18c)
(01a)
(01b)
(02)
(05b)
(07)
(08)
(09)
(03)
(10a)
(11)
(04)
(17a) (16) (15)
(14)
(12a)(12b)(13)

SKYLARK STREET

CORSAIR STREET

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY

MAIN STREET

FERRY POINT WAY
(06)

EXISTING

CARTWRIGHT SUBSTATION
(05a)
(10b)
(17b)
(E) BLDG 77
(E) BLDG 41(E) BLDG 40

ORION STREET

ARDENT WAY

CORONADO AVENUE
(19)
(18a) (18b) (18c)
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

STREET / SURFACE IMPROVEMENTS PHASING
10 07.25.22
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

LAND USE DIAGRAM
11 07.25.22
+65’
(E) BLDG 41
+/- 60’
(E) BLDG 40
+/- 60’
(E) BLDG 77
+/- 42’
+50’ +40’ +40’
(13) (12a)(12b)
(11)
(19)
(14)
(16)
(18a) (18c)(18b)
(15)
(09) (08) - EDEN (07) (06)
(05a)
(05b)
(04) (03) (01a)
(01b)
(02)

RESIDENTIAL
20-24 DU/ACRE
128-153 RESIDENTIAL UNITS
+40’

RESIDENTIAL
20-24 DU/ACRE
73-88 RESIDENTIAL UNITS
+ 40’

ORION STREET

WEST ATLANTIC AVENUE

WEST TOWER AVENUE

MAIN STREET

CORANADO AVENUE

SKYLARK STREET

CORSAIR STREET

ARDENT WAY ARDENT WAY

PUBLIC PARKING

CORONADO AVENUE

PAN AM WAY

FERRY POINT WAY

MIXED USE
70+ DU/ACRE
+/- 220 RESIDENTIAL UNITS*
+/-15,000 SQ.FT. RETAIL/

COMMERCIAL

MIXED USE
79 DU/ACRE
79-91 AFFORDABLE
RESIDENTIAL UNITS*
+/-10,500 SQ.FT. RETAIL/

COMMERCIAL
+65’
+65’**
PRVT ST. / VIEW EASEMENT

RESIDENTIAL
20-24 DU/ACRE
17-21 RESIDENTIAL UNITS
+40’

RESIDENTIAL
24-30 DU/ACRE
20-25 RESIDENTIAL UNITS
+50’ RESIDENTIAL
24-30 DU/ACRE
70-88 RESIDENTIAL UNITS
+50’

STATE LANDS COMPLIANT RETAIL
(E) BLDG 113 +/- 38’
+/- 14,000 SQ.FT. OPEN SPACE/COMMERCIAL

OPEN SPACE

THEATER
+/-53,000
SQ.FT.
+35’

MIXED USE

RESIDENTIAL FLATS
+/-200 RESIDENTIAL UNITS*
+/-10,000 SQ.FT. RETAIL/

COMMERCIAL

COMMERCIAL
+/- 70,000 SQ.FT.
+65’

MIXED USE
+/- 106,000 SQ.FT.

COMMERCIAL AND
HOTEL
+65’

OPEN SPACE
(E) CARTWRIGHT SUBSTATION

AFFORDABLE

RESIDENTIAL FLATS
130 RESIDENTIAL
UNITS*

TOWNHOMES
23 DU/ACRE
+/- 64 RESIDENTIAL UNITS*

TOWNHOMES
23 DU/ACRE
+/- 60
RESIDENTIAL UNITS*

OPEN SPACE OPEN SPACE

OPEN SPACE
(10a)
(10b)

COMMERCIAL
+/- 38,000 SQ.FT.
+40’
*NOTE: RESIDENTIAL UNIT DESIGNATIONS ARE

APPROXIMATE, PER BLOCK, BUT TOTAL SHALL NOT
EXCEED 1,300 RESIDENTIAL UNITS ACROSS “SITE A”
** PER PRECISE PLAN, HEIGHT MAY EXCEED 65’

WITH SPECIAL CONSIDERATION, IF THE FOLLOWING
FINDING CAN BE MADE: THE BUILDING EXHIBITS

EXCEPTIONAL ARCHITECTURAL DESIGN AND IS

TRANSIT SUPPORTIVE
(17b)

AFFORDABLE

RESIDENTIAL
103 DU/ACRE
103 RESIDENTIAL UNITS
+50’
(17a)

RESIDENTIAL
24-30 DU/ACRE
42-52 RESIDENTIAL UNITS
+50’

RESIDENTIAL TOWNHOME & WALK UP

GROUND FLOOR RETAIL FRONTAGE

EXISTING BUILDING

BLOCK NUMBER

OPEN SPACE - NEIGHBORHOOD PARK

PUBLIC PARKINGOPEN SPACE - PARK / PLAZA

RETAIL, FOOD AND BEVERAGE, ENTERTAINMENT

ADAPTABLE GROUND FLOOR FRONTAGE
(##)
(E)
LEGEND

RESIDENTIAL OVER GROUND

FLOOR RETAIL & PARKING

RESIDENTIAL OVER ADAPTABLE

GROUND FLOOR & PARKING

COMMERCIAL (OFFICE/MANUFACTURING)
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

OPEN SPACE & PARCEL DIAGRAMS
12 07.25.22

PARCEL ACREAGE
+/- 10.14 ACRES PUBLIC PARK/PLAZA
+/- 16.33 ACRES STREET R.O.W.
+/- 67.8 SITE A
+/- 41.36 ACRES PRIVATE

PUBLIC PARK/PLAZA

BUILDING OR PARKING

MAIN STREET

ORION STREET

CORONADO AVENUE

PAN AM WAY

FERRY POINT WAY

SKYLARK STREET

CORSAIR STREET

ARDENT WAY ARDENT WAY

F STREET

E STREET

CARTWRIGHT SUBSTATION

CORONADO AVENUE

WEST TOWER AVENUE

WEST ATLANTIC AVENUE
(13) (12a)(12b)
(11)
(14)
(17b) (16)
(18a) (18b) (18c)
(15)
(10a)
(09) (08)
EDEN
(07) (06)
(05) (04) (03) (01a)
(01b)
(02)

2.58 ACRE

0.40 ACRE

0.60 ACRE

0.54 ACRE

2.78 ACRE

2.42 ACRE

1.74 ACRE

2.43 ACRE

1.05 ACRE 0.31 ACRE

2.83 ACRE

3.49 ACRE

2.15 ACRE 2.09 ACRE

1.15 ACRE
120-FT

0.85 ACRE
+/-2.57 ACRE +/-1.67 ACRE

7.13 ACRE2.4 ACRE1.02 ACRE

0.84 ACRE 0.56 ACRE

3.59 ACRE
(19)

PARCEL DIAGRAM

OPEN SPACE DIAGRAM

PRIVATIZED OPEN SPACE ON PODIUM

PRIVATIZED OPEN SPACE ON GRADE

1.34 ACRE
(10b)
(17a)

2.78 ACRE
(13) (12a)(12b)
(11)
(19)
(14)
(17b) (16)
(18a) (18b) (18c)
(15)
(10b)
(09) (08) - EDEN (07) (06)
(05)
(04)
(03)
(01a)
(01b)
(02)

ORION STREET

WEST ATLANTIC AVENUE

WEST TOWER AVENUE

MAIN STREET

CORONADO AVENUE

SKYLARK STREET

CORSAIR STREET

ARDENT WAY ARDENT WAY

PARKING

CORONADO AVENUE

PAN AM WAY

FERRY POINT WAY

3.59 ACRE OPEN SPACE 3.10 ACRE OPEN SPACE

0.90 ACRE
OPEN
SPACE
(+/-210 SF/D.U.)

0.32 ACRE
OPEN
SPACE
(+/-105 SF/D.U.)

0.90 ACRE
OPEN
SPACE
(+/-215 SF/D.U.)

1.03 ACRE
OPEN
SPACE
(+/-690 SF/D.U.)

0.9 ACRE
OPEN
SPACE0.50 ACRE OPEN SPACE
(+/-205 SF/D.U.)

0.65 ACRE

OPEN SPACE

1.15 ACRE OPEN SPACE

0.56 ACRE

OPEN SPACE

1.05 ACRE

OPEN SPACE

0.31 ACRE

OPEN SPACE

CARTWRIGHT SUBSTATION
+/-1.67 ACRE
(17a)
(10a)

1.09 ACRE
OPEN
SPACE

0.8 ACRE
OPEN
SPACE

0.17 ACRE
OPEN
SPACE

0.23 ACRE
OPEN
SPACE

0.23 ACRE
OPEN
SPACE

0.65 ACRE
OPEN
SPACE

0.89 ACRE
OPEN
SPACE

2.33 ACRE
OPEN
SPACE
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
13 07.25.22
(E) BLDG 41
+/- 60’
(E) BLDG 40
+/- 60’
(E) BLDG 77
+/- 42’

AFFORDABLE HOUSING PLAN AND UNIVERSAL DESIGN
(08)
EDEN
PARCEL
128*

LOW & VERY

LOW INCOME
UNITS
PHASE
1 1B
2 INCOME TYPE NUMBER OF UNITS
VERY LOW & LOW 128
VERY LOW, LOW & MODERATE 90

VERY LOW, LOW & MODERATE

PARCEL LOCATION
TOTAL:
103
321
08 10B
17B
(10b)
90 AFFORDABLE
UNITS
(17b)
103

AFFORD-
ABLE
UNITS
LEGEND

RESIDENTIAL OVER GROUND

FLOOR RETAIL & PARKING

RESIDENTIAL OVER ADAPTABLE

GROUND FLOOR & PARKING

RESIDENTIAL TOWNHOME & WALK UP

EXISTING BUILDING

BLOCK NUMBER

OPEN SPACE - NEIGHBORHOOD PARK

COMMERCIAL (OFFICE/MANUFACTURING)

PUBLIC PARKING

RETAIL (SHOPS & RESTAURANTS)
(##)
(E)
ALAMEDA POINT SITE A – UNIVERSAL DESIGN AND AGING IN PLACE:

SITE A WILL BE DESIGNED TO SUPPORT UNIVERSAL DESIGN AND THE ABILITY TO AGE IN PLACE FOR FUTURE RESIDENTS.

FIFTY EIGHT PERCENT (58%) OF THE RESIDENTIAL UNITS IN PHASE 1 AND PHASE 2 WILL MEET THE

CITY OF ALAMEDA UNIVERSAL DESIGN ORDINANCE REQUIREMENT FOR UNIVERSAL DESIGN AND 70% WILL MEET THE REQUIREMENT FOR VISITABILITY.

PHASE 3 WILL BE SUBJECT TO REVIEW UPON DESIGN FOR COMPLIANCE WITH THE ORDINANCE. (10a)
(05a)

CORSAIR STREET

SKYLARK STREET

CORONADO AVENUE
(01a)
(01b)
(02)
(05b)
(19)
(07)
(09)
(03)
(11)
(04)
(17a) (16)
(14)
(12a)(12b)(13)

ARDENT WAY

PARKING

SEAPLANE LAGOON

WEST TOWER AVENUE

CORONADO AVENUE

WEST ATLANTIC AVENUE

PAN AM WAY MAIN STREET

FERRY POINT WAY
(06)

EXISTING CARTWRIGHT SUBSTATION
(15)
(18a) (18b) (18c)

ARDENT WAY

ORION STREET

AFFORDABLE HOUSING
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
14 07.25.22

ARCHITECTURAL CHARACTER IMAGES - TOWN HOMES

COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
15 07.25.22

ARCHITECTURAL CHARACTER IMAGES - MIXED USE & STACKED FLATS

COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022
16 07.25.22
Proposed Street Classification Plan - Over
Existing Conditions . . . . . . . . . . . . . . . . . . . . . 17 Bike Path & Public Pedestrian Circulation
Diagrams . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Right of Way Sections . . . . . . . . . . . . . . . . . . . . . 19 Right of Way Sections . . . . . . . . . . . . . . . . . . . . . 20 Right of Way Sections. . . . . . . . . . . . . . . . . . . . . . 21 R.A.M.P . Plan & Sections. . . . . . . . . . . . . . . . 22 Public Parking / Bike Parking Plan. . . . . . . . 23

TRANSPORTATION &

CIRCULATION
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

PROPOSED STREET CLASSIFICATION PLAN - OVER EXISTING CONDITIONS 17 07.25.22
(01a)
(01b)
(02)
(03)(04)
(05)
(19)
(11)
(10a)
(09) (08) (07)
(18a) (18b) (18c)
(17b) (16) (15)
(14)
(12a)(12b)(13)
(06)
MAIN ST.

W. TOWER AVE.

ORION ST. NORTH

PAN AM WAY
ORION ST. SOUTH
FERRY PT. WAY

RAMP WEST RAMP EAST
I
I
H
H
F
C
B1B2
A
A
J
JJ
J
J
D
67Alameda Point Town and W aterfront Precise Plan | CHAPTER 3 ACCESS AND MOBILITY

STREET DESIGNATION

MODES RIGHT OF WAY FACILITIES
TOTAL
WIDTH

TRANSIT
BIKES
TRUCKS

DEDICATED

TRANSIT
TRAVEL
LANES

TURN LANE
/ MEDIAN
BIKE
FACILITIES***

ON-STREET

PARKING
SIDEWALK +

LANDSCAPE
# WIDTH # WIDTH # WIDTH # WIDTH # WIDTH # WIDTH
A MAIN STREET Regional Arterial P 1A, 1B T 2 11.5’ 1 10’ 1 12’ 1 9’ 1 25’ 81’** B1 APPEZZATO PARKWAY (E. OF ORION AVENUE) Regional Arterial D 1A 2 12’ 2 11’ 1 10’ 1 12’ 2 7’ 2 11.5’ 105’ B2 APPEZZATO PARKWAY (W. OF ORION AVENUE) Regional Arterial P 1A 2 11’ 1 12’ 1 10’ 2 7’ 2 11’ 83’ C FERRY POINT ROAD Local Street P 1A 2 13’* 1 15’ 2 7’ 2 15’ 85’ D PAN AM WAY Island Collector P 2A T 2 13’* 1 13’ 2 7’ 2 10’ 73’ E PACIFIC AVENUE Island Arterial P 2A T 2 11’ 1 11’ 2 8’ 2 7’ 2 11’ 85’ F WEST TOWER AVENUE Local Street S 2A/2C 2 10’ 2 5’ 2 7’ 2 8’ 60’ G TAXIWAY / HISTORIC DISTRICT LOCAL STREET Local Street 2B 2 10’ 2 8’ 2 7’ 2 15’ 80’ H ORION STREET Local Street/ Island
Collector S 2A 2 13’* 2 8’ 2 7’ 2’ 10’ 76’
I TYPICAL LOCAL STREET Local Street 2C 2 10’ 2 5’ 2 7’ 2 8’ 60’ J ALLEY Alley 3B 2 10’ 1 7’ 2 6’ 40’
* 13’ TRAVEL LANES STRIPED AS 10’ LANES WITH BUFFERS
** DOES NOT INCLUDE EXISTING GREENBELT ON EAST SIDE OF STREET *** BIKE FACILITY WIDTH INCLUDES BUFFER, WHERE APPLICABLE **** PARKING/ MAINTENANCE PARKING/ LANDSCAPING

STREET TYPOLOGY MATRIX
LEGEND

TRANSIT
BIKES TYPE 1A: SEPARATED BIKE TRAIL
TYPE 1B: SHARED PEDESTRIAN / BIKE TRAIL
TYPE 2A: BIKE LANES WITH PHYSICAL BARRIER
TYPE 2B: BIKE LANES WITH PAINTED BUFFER
TYPE 2C: BIKE LANES WITH STRIPE ONL Y
TYPE 3B: SHARED ROADWAY (SHARROWS)
D=DEDICATED
P=PRIMARY
S=SECONDARY
* CHART FROM PRECISE PLAN DOCUMENTS
I
(10b)
(17a)
J
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BIKE PATH AND PUBLIC PEDESTRIAN CIRCULATION DIAGRAMS
18 07.25.22

BIKE PATH CIRCULATION PUBLIC PEDESTRIAN CIRCULATION
3 5
64 SEPARATED BIKE TRAIL (TYPE 1A)
SHARED PEDESTRIAN / BIKE TRAIL (TYPE 1B)
BIKE LANES WITH PHYSICAL BARRIERS (TYPE 2A)
BIKE LANES WITH PAINTED BUFFER, SHARROWS OR STRIPE ONLY (TYPE 2B, 2C, & 3B) *IMAGES FROM JULY ALAMEDA PRECISE PLAN

SIDEWALK - PEDESTRIAN ONLY

SHARED PEDESTRIAN / BIKE TRAIL

NAKED STREET REFERENCE IMAGES

PAN AM WAY

FERRY POINT WAY

FERRY POINT WAY

ARDENT WAY ARDENT WAY

PARKINGPARKING

CORONADO AVENUE

WEST TOWER AVENUEWEST TOWER AVENUE

WEST ATLANTIC AVENUE

MAIN STREETMAIN STREET
(13)(13) (12a)(12a)
(12b)(12b)
(11)(11)
(14)(14)
(17b) (16)(16) (15)
(10a)
(09)(09) (08)(08) (07)(07) (06)(06)
(19)(19)
(04)(04)
(03)(03)
(01a)(01a)
(01b)
(02)(02)
(18a)(18a) (18b)(18b) (18c)(18c)

CARTWRIGHT SUBSTATIONCARTWRIGHT SUBSTATION
(05)(05)
1 2

CORSAIR STREET

SKYLARK AVENUE

CORONADO AVENUE
(17a)
(10b)

ORION STREET

ARDENT WAY

CORONADO AVENUE

WEST ATLANTIC AVENUE
(17b)
(01b)

CORSAIR STREET

SKYLARK AVENUE
(17a)

ORION STREET

CORONADO AVENUE
(10a)
(10b)
(15)

ARDENT WAY
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RIGHT OF WAY SECTIONS
19 07.25.22
68 3’
81’

LDASETBACK TRAVEL

EXISTING IMPROVEMENTS

STATE LANDS BOUNDARY LINE
PARK
8’
TRAIL
10’ 2’
TURN
LANE
4’ 10’

BIOSWALEDG

11.5’ 11.5’
TRAVEL
12’

BIKEWAY
9’

PARKING
ROW
A. MAIN STREET
Main Street is a Regional Arterial, designed to fulfill multiple functions, but at reasonable speeds that are
compatible with the residential and open space uses on
either side. Main Street features one travel lane in each direction for passenger vehicles, transit, and trucks, as well as a turn lane to allow ready access into Alameda Point.

Bike and Pedestrian facilities are provided on both sides 45’30’15’0’
1” = 30’-0”

MAIN STREET FACILITIES

MAIN STREET CROSS-SECTION
A. Main Street - 81’
Designation Regional Arterial
Transit Priority Primary
Bike Facilities 1A, 1B within existing greenbelt on E. side Truck Route Yes
Setback
Notes: Width does not include existing greenbelt on east side of road. of the street as well. To better facilitate adjacent residential uses to front onto Main Street, a setback of 6’-12’ is
required. In addition, it is recommended that the existing 115kV poles on the west side of the street be relocated to the east side of the street. The relocation of these poles is subject to availble funding. The street section has also been designed to accomodate the existing 115 kV pole location.

WEST EAST

KEY PLAN
* SECTION FROM PRECISE PLAN DOCUMENTS
MAIN STREET R.O.W. SECTION
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RIGHT OF WAY SECTIONS
20 07.25.22
BLDG 113
ALAMEDA POINT PARTNERS - FERRY POINT R.O.W. STREET SECTION - AT BUILDING 113 - PHASE TWO AERIAL VIEW OF PROMENADE BETWEEN BUILDING 113 AND SEAPLANE LAGOON

KEY PLAN
* SECTION ADAPTED FROM PRECISE PLAN DOCUMENTS
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RIGHT OF WAY SECTIONS
21 07.25.22
76 10’ 10’ 3’ 3’ 3’
73’

WALKSETBACK
10’

WALKBIKEWAY
7’

PARKING
10’
TRAVEL
10’
TRAVEL
7’

PARKING
ROW
D. PAN AM WAY
From the intersection of Ferry Point Road and Ralph
Appezzato Memorial Parkway, extending from the Town
Center to the north edge of Alameda Point, Pan Am way
is similarly designed for transit, bike and pedestrian use, with on-street parking interspersed by tree-wells to calm traffic and buffer a bikeway and sidewalks. Where adjacent building heights require 13’ lanes for emergency access, these lanes will be striped at 10’ to reduce traffic speeds.

On the west side of the street, where building setbacks in the historic districts allow, surface parking may be incorporated, according to the guidelines for surface lots detailed in Chapter 5.

PAN AM WAY FACILITIES PAN AM WAY CROSS-SECTION
D. Pan Am Way - 73’
Designation Island Collector
Transit Priority Primary | Secondary
Bike Facilities 2A
Truck Route Yes
Setback
Notes: 13’ Travel lanes to be stripped as 10’ lanes with buffers. 45’30’15’0’
1” = 30’-0”

WEST EAST
C. PAN AM WAY R.O.W. SECTION
83Alameda Point Town and W aterfront Precise Plan | CHAPTER 3 ACCESS AND MOBILITY 6’
40’

WALKSETBACK
8’

PARKING
6’

WALK SETBACK
10’
TRAVEL
10’
TRAVEL
ROW
J. Alley - 40’-46’
Designation Other
Transit Priority -
Bike Facilities 3B
Truck Route No
Setback
Notes: Locations shown are conceptual. Placement may vary. See block size guidelines for further detail. Where adjacent building height exceeds 30’. provide 13’ travel lanes, stripped as 10’ lanes with 3’ buffers.

J. ALLEYS
Narrow, low or no-curb alleys are an option for circulation within residential areas of the project. These pedestrian- scaled, low-volume streets maintain two-way access
at minimum speed, with one sided on-street parking.

Specific locations for alleys are not shown; they may
be incorporated to subdivide blocks according to the
guidelines for block size detailed in Chapter 5.

ALLEY CROSS-SECTION ALLEY PARTIAL PLAN
45’30’15’0’
1” = 30’-0”
J
J
81Alameda Point Town and W aterfront Precise Plan | CHAPTER 3 ACCESS AND MOBILITY 10’
76’

WALKSETBACK SETBACK
10’
WALK
6’
BIKE
6’
BIKE
3’2’ 2’3’7’

PARKING
7’

PARKING
10’
TRAVEL
10’
TRAVEL
ROW
H. Orion Street (North) - 74’
Designation Local Street
Transit Priority Secondary
Bike Facilities 2A
Truck Route No
Setback
Notes: 13’ Travel lanes to be stripped as 10’ lanes with buffers.

H. ORION STREET (NORTH)
South of the Ralph Appezzato Memorial Parkway
extension, Orion Street provides an important connection to the Enterprise District. The north segment of Orion
between Ralph Appezzato Memorial Parkway and West
Tower Avenue includes a setback to accommodate ground
floor residential and/or live-work loft uses.

ORION STREET (NORTH OF RAMP) CROSS-SECTION ORION STREET (NORTH OF RAMP) PARTIAL PLAN 45’30’15’0’
1” = 30’-0”
H
H
H
WEST
EAST

WEST EAST
80 10’
76’
WALK
10’
WALK
6’
BIKE
6’
BIKE
3’2’ 2’3’7’

PARKING
7’

PARKING
10’
TRAVEL
10’
TRAVEL
ROW
H. Orion Street (South) - 74’
Designation Island Collector | Local Street
Transit Priority Secondary
Bike Facilities 2A
Truck Route No
Setback
Notes: 13’ Travel lanes to be stripped as 10’ lanes with buffers.

H. ORION STREET (SOUTH)
Within the Town Center, Orion Street South provides
an important island collector, linking to the Enterprise District. This street is design to fill multiple functions while moderating traffic speeds. Bike access is provided through protected bikeways buffered from traffic by on-street
parking interspersed with tree-wells and stormwater-
managing rain gardens. Where adjacent building heights
require 13’ lanes for emergency access, these lanes will be striped at 10’ to reduce traffic speeds.

ORION STREET (SOUTH OF RAMP) CROSS-SECTION ORION STREET (SOUTH OF RAMP) PARTIAL PLAN 45’30’15’0’
1” = 30’-0”
H
H
H
WEST
EAST

WEST EAST
*NOTE: PROVIDE 13-FT TRAVEL LANES , STRIPPED AS 10-FT WITH 3-FT BUFFERS B. ORION STREET (NORTH) R.O.W. SECTION
E. ORION STREET (SOUTH) R.O.W. SECTION KEY PLAN
E
B
A. ALLEY R.O.W. SECTION
D. TYPICAL LOCAL STREET R.O.W. SECTION
*NOTE: WHERE ADJACENT BUILDING HEIGHT EXCEEDS 30’ PROVIDE 13-FT TRAVEL LANES , STRIPPED AS 10-FT WITH 3-FT BUFFERS
*NOTE: PROVIDE 13-FT TRAVEL LANES , STRIPPED AS 10-FT WITH 3-FT BUFFERS * CONSISTENT WITH TABLE ON PRECISE PLAN PAGE 67
D
A
C
* SECTION FROM PRECISE PLAN DOCUMENTS
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R.A.M.P . PLAN & SECTIONS
22 07.25.22
B. RALPH APPEZZATO MEMORIAL PARKWAY - EAST 105’ R.O.W. SECTION A. RALPH APPEZZATO MEMORIAL PARKWAY EAST 113’ R.O.W. SECTION AT MAIN STREET
C
B A

SECTION REVISED FROM PRECISE PLAN DOCUMENTS

SECTION REVISED FROM PRECISE PLAN DOCUMENTS
6’ MIN.
11’ 10’ 2’ 7’ 7’11’ 12’
83’
11’ 12’
WALK
CLEAR

WALKBIKEWAY PARKING PARKINGTRAVEL TRAVELMEDIAN/
TURN
ROW

APPEZZATO MEMORIAL PARKWAY EXTENSION CROSS-SECTION

45’30’15’0’
1” = 30’-0”
B2

H NORTH

SECTION FROM PRECISE PLAN DOCUMENTS
NOTES

1. TRAFFIC ANALYSIS TO VERIFY INTERSECTION TRAFFIC STOP CONFIGURATIONS.

2. R.A.M.P . ALIGNMENT EAST OF MAIN STREET SHOWN DIAGRAMMATICALLY AND WILL REQUIRE ADDITIONAL CONSIDERATION C. RALPH APPEZZATO MEMORIAL PARKWAY - WEST 83’ R.O.W. SECTION COPYRIGHT © BAR architects 2014
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PUBLIC PARKING / BIKE PARKING PLAN
23 07.25.22
96 STALLS* 56 STALLS
60 POTENTIAL PUBLIC PARKING LOCATION
Conceptual locations are indicated for
public parking facilities that improve
intermodal functionality and meet the
parameters of City’s the proposed Parking
Management Plan.

Dedicated Transit
Primary Transit
Secondary Transit
Other Street
Conceptual Transit Stop Location
Conceptual Transit Center Location
Conceptual Parking Location
T
P
Precise Plan Boundary
R. APPEZZATO PARKWAY

PACIFIC AVENUE

SEAPLANE LAGOON

FERRY POINT ROAD

MONARCH STREET

LEXINGTON STREET

SARATOGA STREET

PAN AM WAY
P
P
P
P
P
93 44
4 44
PUBLIC - ON-STREET PARKING (+/-385 STALLS)

PUBLIC - RETAIL PARKING - LOCATION OF POSSIBLE FUTURE

PARKING STRUCTURE - STALL COUNT PROVIDED ASSUMES

SURFACE LOT ONLY
PRIVATE - RESIDENTIAL PARKING PUBLIC - SURFACE PARKING LOT - RETAIL (56 STALLS) CODE REQUIRED “LONG TERM BIKE PARKING” WITH STALL COUNT CODE REQUIRED “SHORT TERM BIKE PARKING” WITH STALL COUNT *
*DRAWING FROM JULY ALAMEDA PRECISE PLAN

PRECISE PLAN CONCEPTUAL PUBLIC PARKING LOCATIONS
28 2 28 8
28 28
6 2
20 8
15 20
95 6
6 5
42 5
50 12
46 6
4 14
14 70
70 57
57 50
6 4
98 25
25 6
100
3 103
52 6
11 42
4 5 50
5 5
47 40
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ALAMEDA POINT ALAMEDA, CA
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24 07.25.22

OPEN SPACE
Waterfront Park & Plaza Plan. . . . . . . . . . . . 25
Promenade Perspective with Building 113. . . 26
Waterfront Plaza Sections . . . . . . . . . . . . . . . . . 27 Shared Use Plaza Section & Character. . . . . 28
Neighborhood Linear Park Plan & Section . . . 29
Project Sustainability. . . . . . . . . . . . . . . 30
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WATERFRONT PARK & PLAZA PLAN
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ALAMEDA POINT ALAMEDA, CA
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ILLUSTRATIVE WATERFRONT PARK & PLAZA PLAN

PARK PROMENADE

WATERFRONT PLAZA

RETAIL SLOPED EVENT LAWN HISTORIC VIEW CORRIDOR AND WATER ACCESS

WATERFRONT PROMENADE POTENTIAL MARKET AREA WATER FRONT VIEWING TERRACE SCULPTURE (*) SHARED USE PLAZA PROPOSED SMALL CRAFT RENTAL FACILITY

RESIDENTIAL OVER GROUND FLOOR RETAIL & PARKINGFLOATING SMALL CRAFT/KAYAK LAUNCH DROP OFF ZONE

HISTORIC SEAPLANE RAMPS

POTENTIAL RECREATION AREA
A
D
B
C
E I M
F J N
G K O
PH L
E
E
E
E
E
H
I
J
K
P
L
L
M
N
N
O
C
A
B
D
G
F
F
B
G

SEAPLANE LAGOON
A
B
E
D
C
H
G
F
O
N
K
P
B
L
E
N
L
G
M

SEAPLANE LAGOON
F
E
25 07.25.22
*THIS SITE PLAN & BUILDING CONFIGURATIONS ARE
ILLUSTRATIVE ONLY . ALL IMPROVEMENTS SUBJECT
TO DESIGN REVIEW APPROVAL.

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PROMENADE PERSPECTIVE WITH BUILDING 113
26 07.25.22
EXISTING CONDITIONS - BUILDING 113
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WATERFRONT PLAZA SECTIONS
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D

WATERFRONT PLAZA SECTIONS

SECTION C AT WATERFRONT ACCESS KEY PLAN

SECTION B AT WATERFRONT PLAZA

SECTION A AT WATERFRONT PARK
34’
Promenade
A B C
27 07.25.22
*SITE PLAN & BUILDING CONFIGURATIONS ARE ILLUSTRATIVE ONLY .

ALL IMPROVEMENTS SUBJECT TO DESIGN REVIEW APPROVAL.

A
B C
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SHARED USE PLAZA SECTION & CHARACTER
28 07.25.22
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ALAMEDA POINT ALAMEDA, CA
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KEY PLAN

SHARED USE PLAZA SECTION & CHARACTER

RAMP WEST PARKWAY

SECTION AT SEA PLANE PLAZA AND RAMP
50’
PROM-
ENADE
23’
TRAVEL
8’
BIKE
LANE
60’

TO FACE OF BUILDING

PAVILION
*THIS SITE PLAN & BUILDING CONFIGURATIONS ARE ILLUSTRATIVE ONLY . ALL IMPROVEMENTS SUBJECT TO DESIGN REVIEW APPROVAL.

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NEIGHBORHOOD LINEAR PARK PLAN & SECTION
29 07.25.22
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ALAMEDA POINT ALAMEDA, CA
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ILLUSTRATIVE NEIGHBORHOOD LINEAR PARK PLAN & SECTION
WEST BLOCK: ACTIVE RECREATION
POSSIBLE PROGRAMS ELEMENTS INCLUDE:
• FITNESS STATION
• HAMMOCKS
• BASKETBALL COURT
CENTRAL BLOCK: FAMILY & COMMUNITY ACTIVITIES
POSSIBLE PROGRAMS ELEMENTS INCLUDE:
• DISCOVERY PLAY ZONE
• BARBECUE SHELTER & PICNIC AREA
• SITTING GARDEN WITH NATIVE PLANTS
• OUTDOOR CLASSROOM & UTILITY SHEDS
• COMMUNITY GARDEN
EAST BLOCK: LEISURE ZONE & ENTRY
POSSIBLE PROGRAMS ELEMENTS INCLUDE:
• GAME TABLES (PING PONG/CHESS/ETC.)
• BOCCE COURT
• ENTRY PLAZA
• MOVEABLE FURNITURE
• SHADE GROVE
ORIONC
STREET
B
STREET
MAIN
STREET
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ALAMEDA POINT ALAMEDA, CA
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ILLUSTRATIVE NEIGHBORHOOD LINEAR PARK PLAN & SECTION
WEST BLOCK: ACTIVE RECREATION
POSSIBLE PROGRAMS ELEMENTS INCLUDE:
• FITNESS STATION
• HAMMOCKS
• BASKETBALL COURT
CENTRAL BLOCK: FAMILY & COMMUNITY ACTIVITIES
POSSIBLE PROGRAMS ELEMENTS INCLUDE:
• DISCOVERY PLAY ZONE
• BARBECUE SHELTER & PICNIC AREA
• SITTING GARDEN WITH NATIVE PLANTS
• OUTDOOR CLASSROOM & UTILITY SHEDS
• COMMUNITY GARDEN
EAST BLOCK: LEISURE ZONE & ENTRY
POSSIBLE PROGRAMS ELEMENTS INCLUDE:
• GAME TABLES (PING PONG/CHESS/ETC.)
• BOCCE COURT
• ENTRY PLAZA
• MOVEABLE FURNITURE
• SHADE GROVE
ORIONC
STREET
B
STREET
MAIN
STREET
*THIS SITE PLAN & BUILDING CONFIGURATIONS ARE
ILLUSTRATIVE ONLY . ALL IMPROVEMENTS SUBJECT
TO DESIGN REVIEW APPROVAL.

COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
COPYRIGHT © BAR architects 2014
901 Battery Street, Suite 300 | San Francisco, CA 94111 | 415 293 5700 | www.bararch.com

ALAMEDA POINT ALAMEDA, CA
14072
ALAMEDA POINT • RESIDENTIAL MIXED-USE • SITE A
Alameda Point
Partners • JUNE 16, 2014
77 Geary Street, Suite 200 | San Francisco, CA 94108
2022

PROJECT SUSTAINABILITY
30 07.25.22
ALAMEDA POINT SITE A – SUSTAINABLE DESIGN:

THE FOLLOWING PROJECT FEATURES ARE DESIGNED TO REDUCE GREENHOUSE GAS EMISSIONS AND COMBAT CLIMATE CHANGE:
· MIXED USE DEVELOPMENT ENCOURAGES ALTERNATIVE TRANSPORTATION USAGE; · SITE PLANNING MAXIMIZES PUBLIC OPEN SPACE, INCREASING PERVIOUS SITE AREAS WHICH LEADS TO A REDUCTION IN STORM-WATER RUNOFF AND THE URBAN HEAT ISLAND EFFECT;
· ON-SITE TRANSPORTATION SERVICES, REDUCED PARKING, ON-SITE BICYCLE SERVICES (E.G., THE ON-SITE “BICYCLE KITCHEN” FOR BICYCLE MAINTENANCE), AND ON-SITE CAR SHARE SERVICES REDUCE GREENHOUSE GAS EMISSIONS FROM AUTOMOBILES; · INTEGRATED DESIGN PROCESS THAT ANALYZES AND APPLIES TECHNOLOGIES TO REDUCE GREENHOUSE GASES; · BUILDING DESIGN CONSISTENT WITH A LEED SILVER DESIGNATION OR ITS EQUIVALENT REDUCES GREENHOUSE GAS EMISSIONS FROM BUILDING HEATING, COOLING, AND OPERATIONS;
· BAY FRIENDLY LANDSCAPE MATERIALS THAT REDUCE GREENHOUSE GAS EMISSION FROM LANDSCAPE MAINTENANCE AND REDUCED WATER USE:
· ELECTRIC VEHICLE CHARGING STATIONS IN PARKING FACILITIES PROMOTE A REDUCTION IN AUTOMOBILE EMISSIONS.

DEDICATED BIKE PATHS

AND BIKE PARKING -

REDUCE VEHICLE DEMAND

ADAPTIVE REUSE -

PRESERVE OUR RESOURCES

SMALL BLOCK SIZES -

WALKABLE NEIGHBORHOODS

CAR SHARE PARKING -

REDUCE VEHICLE DEMAND &

PROMOTE SHARED ECONOMY

NATURAL DAYLIGHTING

REDUCE ENERGY USAGE

CAR CHARGING STATIONS -

PROMOTE A REDUCTION IN

FOSSIL FUEL USE

ACCESS TO TRANSIT -

BRT / BUS / FERRY

REDUCE VEHICLE DEMAND

STORMWATER CAPTURE

FOR A CLEAN BAY

MAXIMIZE OPEN SPACE/PARKS

TO BUILD COMMUNITY

NATIVE, DROUGHT TOLERANT

PLANTINGS

TO CONSERVE WATER USE
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Schedule 8.3
Description of the West Midway Project

A 33-acre mixed-use development to be developed on the property that is bounded by West Tower Avenue to the south, Main Street to the east, West Midway Avenue to the north and Pan Am Way to the west, which project will be developed consistent with the Main Street Specific Plan, Alameda Point Zoning Ordinance Amendment, Master Infrastructure Plan, as amended, and the Transportation Demand Management Plan approved by the City council in 2014.

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Schedule 8.3(d)
Joint Improvement Work Product Assignment

Assignment and Assumption
(Joint Infrastructure Work Product)

THIS ASSIGNMENT AND ASSUMPTION (JOINT INFRASTRUCTURE WORK PRODUCT) (“Assignment”) is dated effective as of _______________ ___, ____ (the “Effective Date”), and is entered into by and between Alameda Point Partners, LLC, a Delaware limited liability company (“Assignor”), and the City of Alameda, a California charter city (“Assignee”).

W I T N E S S E T H:

Assignor, as “Developer”, and Assignee, as the “City”, have entered into that certain Disposition and Development Agreement for Al ameda Point-Site A, dated as of August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement, dated as of February 8, 2017, and effective as of March 9, 2019 (the “First Amendment”), that Second Amendment to Disposition and Development Agreement, dated as of July 19, 2017 (the “Second Amendment”), that Third Amendment to Disposition and Development Agreement dated as of March 7, 2018 (the “Third Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018 (the “Fourth Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of _________ ___, 2022 (the “Sixth Amendment”), and clarified by Operating Memoranda dated September 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017, March 7, 2018 and July 25, 2019 (collectively, the “Operating Memoranda”). The Original DDA was also amended by that certain Fifth Amendment, dated October 10, 2018, entered into by and between the City and Eden Housing, Inc., which amendment was limited to Block 8 and acknowledged and agreed to by Assignor (the “Fifth Amendment”). The Original DDA, as so amended and clarified, is referred to herein as the “DDA.” Capitalized terms not defined in this Agreement have the meanings given to those terms in the DDA.

On or about ____________ ___, ____, the City exercised its rights under Section 8.3 of the Sixth Amendment to remove the portion of the Joint Infrastructure described in Exhibit A, attached hereto (collectively, the “Removed Joint Infrastructure”). As such, Assignor is obligated to assign (on a non-exclusive basis) to Assignee any and all of Assignor’s right, title and interest in and to the following with respect to the Removed Joint Infrastructure (collectively, the “Joint Infrastructure Work Product”): (a) any improvement plans, specifications, reports, design criteria, drawings or other work product (collectively, “Joint Infrastructure Plans”) and (b) any design, engineering or other services contracts related to the to the preparation of any Joint Infrastructure Plans (the “Joint Infrastructure Contracts”). The Joint Infrastructure Work Product (y) expressly excludes any obligations under the Joint Infrastructure Contracts that (i) first arose prior to the Effective Date or (ii) first arise after the Effective Date but do not relate to the Removed Joint Infrastructure and (z) expressly includes all obligations under the Joint Infrastructure Contracts that first arise after the Effective Date and relates to the Removed Joint Infrastructure.
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Effective as of the Effective Date, Assignor, on a non-exclusive basis, hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title, interest and applicable obligations in and to the Joint Infrastructure Work Product. The parties agree that (a) Assignor retains (on an exclusive basis) all rights and obligations under the Joint Infrastructure Contracts that do not relate to the Removed Joint Infrastructure and (b) retains (on a non-exclusive basis) all rights under the Joint Infrastructure Contracts that relate to the Removed Joint Infrastructure.

2. Effective as of the Effective Date, Assi gnee hereby accepts and assumes all of the rights, title, interest and applicable obligations of Assignor under the Joint Infrastructure Work Product.

3. The parties hereby agree that Assig nor does not make (and hereby expressly disclaims) any covenant, representation or warranty with respect to the Joint Infrastructure Work Product and shall have no liability concerning the adequacy or accuracy of any Joint Infrastructure Work Product, including, without limitation, its content, reliability, accuracy or completeness.

4. In the event of the bringi ng of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys’ fees.

5. This Assignment shall be binding upon and inure to the benefit of the successors, permitted assignees, personal representatives, heirs and legatees of all the respective parties hereto.

6. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California.

7. This Assignment may be executed in one or more counterparts. All counterparts so executed shall constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart.

8. Assignor and Assignee each ag ree to perform such further acts and to execute and deliver such additional agreements and instruments as the other may reasonably require to consummate, evidence or confirm the assignment contained herein in the manner contemplated hereby.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the Effective Date.

ASSIGNOR:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member

By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member

By: Maple Multi-Family Development, L.L.C.,
a Texas limited liability company,
its general partner

B y :

N a m e :

Title:

Signatures continue on next page

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ASSIGNEE:

City of Alameda,
a municipal corporation

By: ____________________________
N a m e :

Title:

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

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Exhibit A
Removed Joint Infrastructure

[Note: Insert scope of infrastructure included in notice delivered by City pursuant to Section 8.3 of the Sixth Amendment.]

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Schedule 8.4(a)
Escrow Agreement – Phase 2.3 Deposit

AGREEMENT REGARDING PHASE 2.3 DEPOSIT ESCROW ACCOUNT
(Alameda Point – Site A)

This AGREEMENT REGARDING DEVELOPER PHASE 2.3 DEPOSIT ESCROW ACCOUNT (this “Agreement”) is entered into as of ________ ___, 20___ (the “Effective Date”), by and among Alameda Point Partners, LLC, a Delaware limited liability company (“Developer”), the City of Alameda, a municipal corporation (the “City”), and First American Title Company (“Escrow Agent”) with reference to the following facts and understandings:

RECITALS

A. The City and Developer have entered into that certain Disposition and Development Agreement, dated August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement, dated as of February 8, 2017, and effective as of March 9, 2017, that certain Second Amendment to Disposition and Development Agreement dated as of July 19, 2017, that certain Third Amendment to Disposition and Development Agreement dated as of March 7, 2018, that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018, and that certain Sixth Amendment to Disposition and Development Agreement dated _________________, 2022 (the “Sixth Amendment”), and clarified by Operating Memoranda dated September 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017, March 7, 2018 and July 25, 2019. The Original DDA was also amended by that certain Fifth Amendment, dated October 10, 2018, entered into by and between the City and Eden Housing, Inc., which amendment was limited to Block 8 and acknowledged and agreed to by Developer. The Original DDA, as so amended and clarified, is referred to herein as the “DDA.” Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the DDA.

B. Pursuant to Section 8.4(a) of the Sixth Amendment, Developer is required to deposit the portions of the Phase 2.3 Deposit paid in conjunction with the issuance of building permits for (1) any market rate residential units to be constructed in Block 14, 16 or 17A and (2) any market rate unit re-allocated from Phase 2.3 to Block 1A, 10A or 15 pursuant to Section 4.3 (collectively, the “Phase 2.3 Funds”) prior to Developer’s delivery of the following to the City:
(1) copies of the Bay Conservation and Development Commission (“BCDC”) and other applicable regulatory approvals for the construction of the Phase 2.3 Backbone Infrastructure, (2) Developer’s duly executed and acknowledged counterparts of a Public Improvement Agreement for the Phase 2.3 Backbone Infrastructure and (3) the Completion Assurances required by such Public Improvement Agreement (collectively, the “Phase 2.3 Documentation”) into an escrow account to be governed by this Agreement.

AGREEMENT

Now, therefore, for good and valuable consideration, the receipt and adequacy of which 2 676\05\3352874.1
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are acknowledged, the parties agree as follows:

1. Establishment of Escrow. Concurrently with the execution and delivery of this Agreement, the parties opened an escrow account no. 620937-Phase 2.3 (the “Escrow Account”) with Escrow Agent.

2. Term of this Agreement. The term of this Agreement shall commence on the Effective Date and expire on the earlier to occur of (a) that date that is five (5) years after the Effective Date, as such date may be extended by the parties’ unanimous consent (which may be granted or withheld in their respective sole discretion) (the "Expirations Date”), or until all of the Phase 2.3 Funds have been disbursed. If any Phase 2.3 Funds remain in the Escrow Account as of the Expiration Date, Developer and the City shall instruct Escrow Agent in writing to disburse the remaining Phase 2.3 Funds to the City to be disbursed pursuant to Section 8.4(a) of the Sixth Amendment.

3. Disbursement Events.

3.1 Phase 2.3 Backbone Infrastructure. If the Developer delivers the Phase

2.3 Documentation to the City prior to the City’s timely exercise of the Phase 2 Option, Developer and the City shall instruct Escrow Agent in writing to disburse the Phase 2.3 Funds to Developer.

3.2 Exercise of Phase 2 Option or Sect ion 17.4 DDA Termination. If (a) the City timely exercises the Phase 2 Option or (b) the DDA is terminated pursuant to Section 17.4 (i) prior to Developer’s delivery of the Phase 2.3 Documentation and (ii) after the expiration of the extended cure period associated with the Phase 2 Option. if applicable, Developer and the City shall instruct Escrow Agent in writing to disburse the Phase 2.3 Funds to the City.

4. Disbursements. Escrow Agent’s obligation to disburse any Phase 2.3 Funds shall only arise upon Escrow Agent’s receipt of either (a) joint escrow instructions from City and Developer, or (b) a final decision by an arbitrator or final judgment by a court of competent jurisdiction. Escrow Agent shall disburse the applicable Phase 2.3 Funds within five (5) business days after Escrow Agent’s receipt of such joint escrow instructions or such final decision or judgment. Under no circumstances shall Escrow Agent be requested to exercise discretion about the propriety of disbursing any Phase 2.3 Funds. If the City or Developer fails to submit escrow instructions or approvals to Escrow Agent as required by Section 3, Developer or the City, as applicable, may initiate binding arbitration pursuant to the provisions of Exhibit A attached hereto, to compel specific performance of the defaulting party’s obligation to deliver such escrow instructions or approvals consistent with this Agreement and the DDA.

5. Conflicting Instructions & Disputes.

5.1 If Escrow Agent becomes aware of any conflicting demands or claims concerning the Escrow Account, Escrow Agent shall have the right to discontinue all further acts 3 676\05\3352874.1
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on Escrow Agent’s part until the conflict is resolved to Escrow Agent’s satisfaction. Escrow Agent has the right at its option to file an action in interpleader requiring the parties to resolve their claims/rights pursuant to Exhibit A attached hereto (if applicable) or litigation. If such an action is filed, Developer and the City hereby agree (a) to jointly and severally pay Escrow Agent’s cancellation charges, costs and reasonable attorneys’ fees associated with such action and (b) that Escrow Agent is fully released and discharged from all further obligations under the Escrow Account. If an action is brought against Escrow Agent involving the Escrow Account, Developer and the City agree to jointly and severally indemnify, defend, and hold Escrow Agent harmless against liabilities, damages and costs incurred by Escrow Agent (including reasonable attorneys’ fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence or willful misconduct of Escrow Agent. If Developer or the City is the prevailing party in such action involving this Escrow Account and/or Escrow Agent, in addition to all other remedies available to such prevailing party at law or in equity, the prevailing party shall be entitled to a reimbursement from Developer or the City (as applicable) of the expenses incurred pursuant to the preceding indemnity obligation.

5.2 Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency or correctness as to form, manner of execution or validity of any documents deposited in escrow, nor as to the identity, authority or rights of any person executing the same.

Escrow Agent’s duties hereunder shall be limited to the safe keeping of such money and documents received by Escrow Agent, and for the disposition of the same in accordance with the written instructions accepted by Escrow Agent. Escrow Agent shall not be required take any action in connection with the collection or maturity of any obligations deposited in the Escrow Account, unless otherwise instructed. Escrow Agent shall not be liable for any act or omissions done in good faith, nor for any claims, demands, or damages made, claimed or suffered by any party to this Agreement, excepting such as may arise through or be caused by Escrow Agent’s negligence or willful misconduct.

6. Escrow Agent’s Fee. In consideration for the services rendered hereunder by Escrow Holder, Developer shall pay Escrow Agent an annual escrow fee of $1,250.00. Such annual escrow fee shall be paid within three (3) business days after the Effective Date and each anniversary thereof during the term. If this Agreement terminates as a result of Escrow Agent’s disbursement of the entirety of the Phase 2.3 Funds pursuant to Section 3, the final annual fee shall be prorated based on a 360 day year and the portion of such fee applicable to the time period after the termination of this Agreement shall be remitted to Developer.

7. Entire Agreement. This Agreement and the DDA constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior understandings or agreements. To the extent of any conflict between this Agreement and the DDA, the DDA shall control. This Agreement may be modified only by a writing signed by the parties.

8. Assignment. Neither the City nor Developer may transfer or assign its rights or obligations hereunder without the consent of the other party, which consent may be withheld in 4 676\05\3352874.1
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such party’s sole and absolute discretion. Escrow Agent shall not transfer or assign its rights or obligations hereunder without the consent of Developer and the City, which consent may be withheld in such party’s sole and absolute discretion.

9. Partial Invalidity. If any provision of this Agreement is finally declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent possible, the invalid, void or unenforceable provision shall be replaced by a valid, enforceable provision which most closely achieves the intent of the invalid, void or unenforceable provision.

10. Choice of Law/Venue. This Agreement and each and every related document are to be governed by, and construed in accordance with the laws of the State of California, and any action to interpret or enforce this Agreement shall be submitted to binding arbitration pursuant to Exhibit A attached hereto and such arbitration shall occur in Alameda County, unless the parties mutually agree to another venue.

11. Waiver of Covenants, Conditions or Remedies. The waiver by one party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement.

12. Time of the Essence. Time shall be of the essence as to all dates and times of performance.

13. Attorneys’ Fees. In the event that Developer or the City institutes an action or proceeding (including arbitration) for a declaration of the rights of the parties under this Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of this Agreement, or the transactions contemplated hereby, or in the event that Developer or the City is in default of its obligations pursuant thereto, whether or not suit is filed or prosecuted to final judgment, the prevailing party, as between Developer and the City, shall be entitled to its actual attorneys’ fees and to any court costs incurred in addition to any other damages or relief awarded.

14. Notices. All notices given pursuant to this Agreement shall be in writing and shall be given by personal delivery, or by United States mail (certified, return receipt requested), or by United States express mail or other established express delivery service (such as Federal Express, DHL and United Parcel Service) (all of the foregoing, a “Delivery Service”), postage or delivery charges prepaid, addressed to the person and address specified below. All notices shall be addressed as follows:

Initial addresses of the parties are:

If to Developer: Alam eda Point Partners, LLC
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c/o Trammell Crow Residential
Stephanie Hill
Vice President, Development
1528 S. El Camino Real, Suite 100
San Mateo, CA 94402
E-mail: [email protected]
Phone: 415.569.3722

Alameda Point Partners, LLC
c/o Cypress Equity Investments
Bruce Fairty
Chief Operating Officer
12121 Wilshire Blvd., Suite 801
Los Angeles, CA 90025
E-mail: [email protected]
Phone: (310) 405-0316

With Copy to: Stice & Block, LLP
Marc Stice
2335 Broadway, Suite 201
Oakland, CA 94612
E-mail: [email protected]
Phone: (510) 735-0032

If to the City to: City of Alameda
Alameda City Hall, Rm 320
2263 Santa Clara Avenue
Alameda, CA 94501

With a copy to: City of Alameda
Alameda City Hall, Rm 280
2263 Santa Clara Avenue
Alameda, CA 94501
Attn: City Attorney

If to Escrow Agent: First American Title Company
4750 Willow Road, #100
Pleasanton, CA 94588
Attention: Jules Fulop

Notices by a party may be given by legal counsel to or the authorized agent of such party.

Each party may change the person and address to which notices are to be given, upon written 6 676\05\3352874.1
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notice to the other party. All notices given pursuant to this Agreement shall be deemed given upon deposit with a Delivery Service, but shall not be deemed to have been received until actual receipt. For the purpose of this Agreement, the term "receipt" shall mean the earliest of any of the following: (i) the date of delivery to the address specified pursuant to this section as shown on the return receipt; (ii) the date of actual receipt by the person or entity specified pursuant to this section; or (iii) in the case of refusal to accept delivery or inability to deliver, the earlier of (A) the date of the first attempted delivery or refusal to accept delivery, (B) the date of the postmark on the returned envelope, or (C) the date of receipt of notice of refusal or notice of non-delivery by the sending party.

15. Counterparts. This Agreement may be executed in two or more counterparts, with each counterpart being deemed an original and all counterparts, taken together, constituting one document.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

CITY:

City of Alameda,
a municipal corporation

By: ____________________________
N a m e :

Title:

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

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DEVELOPER:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member

By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member

By: Maple Multi-Family Development, L.L.C.,
a Texas limited liability company, its General Partner

B y :

N a m e :

Title:

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EXHIBIT A

Arbitration Procedure

Should the parties be unable or unwilling to resolve any dispute, any party may give written notice to the other parties and elect to have the matter resolved by final and binding arbitration in accordance with the rules and procedures of the arbitrator selected in accordance with this Exhibit A. The party seeking arbitration shall set forth in its notice the particulars of its claims and shall state with specificity the issue(s) to be submitted to arbitration and the relief sought.

Within thirty (30) days of the date of the election to arbitrate, the parties shall select a single, mutually agreeable arbitrator. If the parties are unable to agree, they shall request that the Judicial Arbitration and Mediation Service, Inc. (“JAMS”), if such entity is then in existence, appoint an arbitrator in accordance with then current procedures. The arbitrator must be a retired judge of the Superior Court of California or the Court of Appeal of California, or a retired judge of the United States District Court sitting in California. If JAMS is not in existence, the Presiding Judge of the Alameda County Superior Court will appoint an arbitrator in accordance with its then current procedures. The rules and procedures for arbitration shall be as follows:

A. The arbitrator must be selected and arbitration must be conducted within a reasonable time, but in no event later than ninety (90) days after the date upon which the demand for arbitration is filed.

B. The arbitration proceedings must be conducted in Alameda County, California, at a time and location as agreed to in writing by the parties, or in absence of an agreement, as designated by the arbitrator.

C. Subject to the same rules pertaining to privileged communications and attorney work product that would apply if the proceeding was filed in the courts of the State of California, the arbitrator shall have the authority to make all decisions regarding the relevance, materiality, and admissibility of all evidence offered at the arbitration. The California Evidence Code shall generally guide the arbitrator in making such decisions.

D. The arbitrator may issue any remedy or relief, whether provisional or permanent, including but not limited to a default judgment, which the parties could have obtained under the law applicable in courts of the State of California under the same factual circumstances, and the arbitrator must follow and otherwise employ the standards for issuing such relief as defined by California law; provided, however, that the arbitrator will have no authority or jurisdiction to enter an award, order, or decision for consequential, special, exemplary or punitive damages. The arbitrator may also grant such ancillary relief as is necessary to make effective the award, order, or decision, including the issuance of declaratory relief, compelling specific performance, or any other relief or action permitted by California law.

E. Each party may conduct discovery as if the matter were pending before a Superior Court of the State of California and the arbitrator will have the full power of the State of 10 676\05\3352874.1
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California to issue and enforce subpoenas and to award sanctions. Each party will have the right to demand in writing that the other party(ies) provide a list of witnesses it intends to call at the hearing, designating which witnesses will be called as expert witnesses, and a list of documents it intends to introduce at the hearing. The responding party’s list(s) must be served personally or by registered or certified mail on the requesting party, with a copy to the arbitrator, at least thirty (30) days before the hearing.

F. Each party may be represented by counsel.

G. No later than sixty (60) days following closing of the arbitration hearing, the arbitrator will make an award, order, or decision and issue a written opinion consisting of findings of fact and conclusions of law and setting forth the bases of the award, order, or decision. The arbitrator may include in his or her award, order, or decision pre-award interest and post-award interest at the legal rate where authorized by law. The party against whom the award, order, or decision is made or remedy or relief ordered will have thirty (30) days after receipt of the award, order, or decision to commence and thereafter diligently pursue to completion any action or proceeding in any court of the State of California of appropriate jurisdiction located in the County of Alameda to obtain judicial review of the award, order, or decision. If the award, order, or decision is mailed, it will be deemed to be received within five (5) days after deposit in the mail.

H. If no such action or proceeding is timely commenced, the award, order, or decision will thereupon immediately become final. The party against whom the award, order, or decision is made or remedy or relief ordered shall within thirty (30) days after the award, order, or decision becomes final make full payment and/or commence and thereafter diligently pursue to completion any other action required by the award, order, or decision. The party in whose favor the award, order, or decision is made may request and obtain from any court of the State of California of appropriate jurisdiction located in the County of Alameda a judgment upon the award, order, or decision rendered by the arbitrator, which may thereafter be entered in the records of said court.

I. If an action or proceeding is timely filed in any court of the State of California of appropriate jurisdiction located in the County of Alameda to obtain judicial review of the award, order, or decision, the parties will have the right to seek vacation or modification of any portion of the award, order, or decision according to the grounds provided by California law at the time for the vacation or modification of an award, order, or decision in a non-judicial arbitration. The findings of fact of the arbitrator will be binding on all parties and shall not be subject to further review except as allowed by the appeal provisions of this provision.

J. The arbitrator will be paid a per diem or hourly charge as established at the time of appointment. Each party will bear its own attorneys’ fees and costs in presenting its case. All other actual costs of conducting the arbitration, including without limitation the administrative fee and the arbitrator’s compensation, will be shared equally.

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K. This arbitration clause shall be interpreted under the arbitration laws of the State of California and not the Federal Arbitration Act, 9 U.S.C.§ 1. Except as otherwise provided in this Escrow Agreement or the DDA, any motion, application, complaint or proceeding arising out of or relating to this arbitration clause shall be determined in accordance with the law of the State of California.

L. Unless otherwise provided in this Escrow Agreement or otherwise agreed in writing, the parties shall continue to perform their respective obligations under the DDA during the pendency of arbitration proceedings.

M. Except as modified or stated to the contrary in this Exhibit A, the rules and procedures of the arbitrator in effect at the time of the arbitration will apply to the arbitration procedure.

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Schedule 9.2(a)
Calculation of Initial Per Phase Developer Affordable Housing Contribution

Phase 1B Phase 2

A. Market Rate Units in Phase 108 308
B. Affordable Housing Units to Meet Requirement
for Phase 90 103
C. Cash Contribution at $50,000/unit =B. x 50k $4,500,000 $5,150,00000 D. Pro Rata Affordable Housing Contribution
per Market Rate Unit
=C. / A. $41,666.67 $16,720.78

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Schedule 9.2(b)
Examples of Adjustments to the Developer Affordable Housing Contribution

1. Adjustment Pursuant to Section 4.2: If Deve loper exercises its right to convert forty (40) Very Low or Low Income Units to be developed on Block 10B to Moderate Income Units in Phase 1B after having pulled ten (10) building permits to Block 10A:

(a) The amount of the per unit Developer Af fordable Housing Contribution for Phase 1B shall be reduced from $41,666.67 to $23,148.15 [(50 * $50,000) / 108 = $23,148.15]; and

(b) Prior payments in excess of $23,148.15 per unit paid for the initial ten units in a total amount of $185,185.20 will credited toward amounts due for subsequent market rate unit permits. $185,185.20 = 10 units x ($41,666.67 - $23,148.15).

2. Adjustment Pursuant to Section 4.3: If Developer exercises its right to reallocate eighteen (18) market rate units from Phase 1B to Phase 2:

(a) The number of Affordable Housing Units to be developed in Phase 1B shall be reduced by six (6) units ((18 / 0.75 = 24) * 25% = 6) from ninety (90) to eighty-four (84);

(b) The amount of the per unit Developer Af fordable Housing Contribution for Phase 1B shall be increased from $41,666.67 to $46,666.67 [((90-6) * $50,000) / (108-18) = $46,666.67]; and

(c) The number of Affordable Housing Units to be developed in Phase 2 shall be increased by six (6) units from one hundred and three (103) to one hundred and nine (109); and

(d) The amount of the per unit Developer Af fordable Housing Contribution for Phase 2 shall be reduced from $16,720.78 to $16,717.79 [(109 * $50,000) / (308+18) = $16,717.79].

3. Adjustment Pursuant to Section 9.3: If the City approved a Source Reduction of $1,000,000.00 for the affordable project to be constructed on Block 10B after Developer had pulled fifty (50) building permits for Block 10A and Developer completed the Phase 1 Backbone Infrastructure prior to the closing of the Block 10B financing:

(a) The per unit Developer Affordable Hous ing Contribution for Phase 1B would be reduced from $41,666.67 to $32,407.41 [((90 * $50,000) – ($1,000,000)) / 108 = $32,407.41]; and

(b) Prior payments in excess of $32,407.41, totaling $462,963 would be credited toward amounts due for subsequent market rate unit permits. $462,963 = [($41,666.67 - $32,407.41) * 50]
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Schedule 9.2(c)
Escrow Agreement – Developer Affordable Housing Contribution

AGREEMENT REGARDING DEVELOPER AFFORDABLE HOUSING

CONTRIBUTION ESCROW ACCOUNT
(Alameda Point – Site A)

This AGREEMENT REGARDING DEVELOPER AFFORDABLE HOUSING
CONTRIBUTION ESCROW ACCOUNT (this “Agreement”) is entered into as of ________ ___, 20___ (the “Effective Date”), by and among Alameda Point Partners, LLC, a Delaware limited liability company (“Developer”), the City of Alameda, a municipal corporation (the “City”), and First American Title Company (“Escrow Agent”) with reference to the following facts and understandings:

RECITALS

C. The City and Developer have entered into that certain Disposition and Development Agreement, dated August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement, dated as of February 8, 2017, and effective as of March 9, 2017, that certain Second Amendment to Disposition and Development Agreement dated as of July 19, 2017, that certain Third Amendment to Disposition and Development Agreement dated as of March 7, 2018, that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018, and that certain Sixth Amendment to Disposition and Development Agreement dated _________________, 2022 (the “Sixth Amendment”), and clarified by Operating Memoranda dated September 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017, March 7, 2018 and July 25, 2019. The Original DDA was also amended by that certain Fifth Amendment, dated October 10, 2018, entered into by and between the City and Eden Housing, Inc., which amendment was limited to Block 8 and acknowledged and agreed to by Developer. The Original DDA, as so amended and clarified, is referred to herein as the “DDA.” Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the DDA.

D. Pursuant to Section 9.2 of the Sixth Amendment, Developer is required to deposit the portions of the Developer Affordable Housing Contribution paid in conjunction with the issuance of building permits for market rate residential units prior to the AH Closing for the applicable Phase affordable housing project into an escrow account to be governed by this Agreement.

E. The portion of such funds deposited in conjunction with market rate units located in Phase 1B are referred to herein as the “Phase 1B AH Funds”. The portion of such funds deposited in conjunction with market rate units located in Phase 2 are referred to herein as the “Phase 2 AH Funds”. The Phase 1B AH Funds and the Phase 2 AH Funds are collectively referred to herein as the “Developer AH Funds”.

AGREEMENT

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Now, therefore, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

16. Establishment of Escrow. Concurrently with the execution and delivery of this Agreement, the parties opened an escrow account no. 620937-DAHC (the “Escrow Account”) with Escrow Agent.

17. Term of this Agreement. The term of this Agreement shall commence on the Effective Date and expire on the earlier to occur of (a) that date that is five (5) years after the Effective Date, as such date may be extended by the parties’ unanimous consent (which may be granted or withheld in their respective sole discretion) (the "Expirations Date”), or until all of the Developer AH Funds have been disbursed. If any Developer AH Funds remain in the Escrow Account as of the Expiration Date, Developer and the City shall instruct Escrow Agent in writing to disburse the remaining Developer AH Funds to the City to be disbursed pursuant to Section

9.2 of the Sixth Amendment.

18. Phase 1B Disbursement Events.

3.1 Block 10B AH Closing. If the AH Closing for the affordable housing project located on Block 10B occurs prior to the City’s timely exercise of the Block 10B Option, Developer and the City shall instruct Escrow Agent in writing to disburse the Phase 1B AH Funds into the escrow account for the AH Closing for the benefit of the approved Qualified Affordable Housing Developer.

3.2 Exercise of Block 10B Option or DDA Termination. If the City timely exercises the Block 10B Option or the DDA is terminated (after the expiration of the one (1) year extended cure period associated with the Phase 2 Option without a timely cure if the termination is the result of a Developer Event of Default other than a Developer Event of Default pursuant to Section 17.4(a)(11) or (12) of the DDA) prior to the AH Closing for the affordable housing project located on Block 10B, Developer and the City shall instruct Escrow Agent in writing to disburse the Phase 1B AH Funds to the City.

3.3 Un-Applied Credit or Source Reducti on. Notwithstanding the provisions of Section 3.1 or 3.2 to the contrary, if (a) there has been an interim reduction in the per unit amount of the Developer Affordable Housing Contribution allocated to Phase 1B and the entire amount of any prior overpayment has not been fully credited to Developer prior to the disbursement event set forth in Section 3.1 or 3.2 or (b) a Source Reduction has been approved by the City pursuant to Section 9.3 of the Sixth Amendment with respect to the affordable housing project developed on Block 10B, Developer and the City shall instruct Escrow Agent in writing to disburse a portion of the Phase 1B AH Funds equal to the aggregate amount of such un-credited funds or Source Reduction to Developer.

19. Phase 2 Disbursement Events.

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4.1 Phase 2 AH Closing. If the AH Closing for the affordable housing project located in Phase 2 occurs prior to the City’s exercise of the Phase 2 Option, Developer and the City shall instruct Escrow Agent in writing to disburse the Phase 2 AH Funds into the escrow account for the AH Closing for the benefit of the approved Qualified Affordable Housing Developer.

4.2 Exercise of Phase 2 Option or Certain DDA Terminations. If the City timely exercises the Phase 2 Option or the DDA is terminated (for any reason other than a City Event of Default or the exercise of the City’s rights pursuant to Section 16.1 of the Sixth Amendment) prior to the AH Closing for the affordable housing project located in Phase 2, Developer and the City shall instruct Escrow Agent in writing to disburse the Phase 2 AH Funds to the City.

4.3 Un-Applied Credit or Source Reducti on. Notwithstanding the provisions of Section 4.1 or 4.2 to the contrary, if (a) there has been an interim reduction in the per unit amount of the Developer Affordable Housing Contribution allocated to Phase 2 and the entire amount of any prior overpayment has not been fully credited to Developer prior to the disbursement event set forth in Section 4.1 or 4.2 or (b) a Source Reduction has been approved by the City pursuant to Section 9.3 of the Sixth Amendment with respect to the affordable housing project developed in Phase 2, Developer and the City shall instruct Escrow Agent in writing to disburse a portion of the Phase 2 AH Funds equal to the aggregate amount of such un- credited funds or Source Reduction to Developer.

20. Disbursements. Escrow Agent’s obligation to disburse any Developer AH Funds shall only arise upon Escrow Agent’s receipt of either (a) joint escrow instructions from City and Developer, or (b) a final decision by an arbitrator or final judgment by a court of competent jurisdiction. Escrow Agent shall disburse the applicable Developer AH Funds within five (5) business days after Escrow Agent’s receipt of such joint escrow instructions or such final decision or judgment. Under no circumstances shall Escrow Agent be requested to exercise discretion about the propriety of disbursing any Developer AH Funds. If the City or Developer fails to submit escrow instructions or approvals to Escrow Agent as required by Section 3 or 4, Developer or the City, as applicable, may initiate binding arbitration pursuant to the provisions of Exhibit A attached hereto, to compel specific performance of the defaulting party’s obligation to deliver such escrow instructions or approvals consistent with this Agreement and the DDA.

21. Conflicting Instructions & Disputes.

6.1 If Escrow Agent becomes aware of any conflicting demands or claims concerning the Escrow Account, Escrow Agent shall have the right to discontinue all further acts on Escrow Agent’s part until the conflict is resolved to Escrow Agent’s satisfaction. Escrow Agent has the right at its option to file an action in interpleader requiring the parties to resolve their claims/rights pursuant to Exhibit A attached hereto (if applicable) or litigation. If such an action is filed, Developer and the City hereby agree (a) to jointly and severally pay Escrow Agent’s cancellation charges, costs and reasonable attorneys’ fees associated with such action 4 676\05\3352874.1
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and (b) that Escrow Agent is fully released and discharged from all further obligations under the Escrow Account. If an action is brought against Escrow Agent involving the Escrow Account, Developer and the City agree to jointly and severally indemnify, defend, and hold Escrow Agent harmless against liabilities, damages and costs incurred by Escrow Agent (including reasonable attorneys’ fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence or willful misconduct of Escrow Agent. If Developer or the City is the prevailing party in such action involving this Escrow Account and/or Escrow Agent, in addition to all other remedies available to such prevailing party at law or in equity, the prevailing party shall be entitled to a reimbursement from Developer or the City (as applicable) of the expenses incurred pursuant to the preceding indemnity obligation.

6.2 Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency or correctness as to form, manner of execution or validity of any documents deposited in escrow, nor as to the identity, authority or rights of any person executing the same.

Escrow Agent’s duties hereunder shall be limited to the safe keeping of such money and documents received by Escrow Agent, and for the disposition of the same in accordance with the written instructions accepted by Escrow Agent. Escrow Agent shall not be required take any action in connection with the collection or maturity of any obligations deposited in the Escrow Account, unless otherwise instructed. Escrow Agent shall not be liable for any act or omissions done in good faith, nor for any claims, demands, or damages made, claimed or suffered by any party to this Agreement, excepting such as may arise through or be caused by Escrow Agent’s negligence or willful misconduct.

22. Escrow Agent’s Fee. In consideration for the services rendered hereunder by Escrow Holder, Developer shall pay Escrow Agent an annual escrow fee of $1,250.00. Such annual escrow fee shall be paid within three (3) business days after the Effective Date and each anniversary thereof during the term. If this Agreement terminates as a result of Escrow Agent’s disbursement of the entirety of the Developer AH Funds pursuant to Section 3 and 4, the final annual fee shall be prorated based on a 360 day year and the portion of such fee applicable to the time period after the termination of this Agreement shall be remitted to Developer.

23. Entire Agreement. This Agreement and the DDA constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior understandings or agreements. To the extent of any conflict between this Agreement and the DDA, the DDA shall control. This Agreement may be modified only by a writing signed by the parties.

24. Assignment. Neither the City nor Developer may transfer or assign its rights or obligations hereunder without the consent of the other party, which consent may be withheld in such party’s sole and absolute discretion. Escrow Agent shall not transfer or assign its rights or obligations hereunder without the consent of Developer and the City, which consent may be withheld in such party’s sole and absolute discretion.

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25. Partial Invalidity. If any provision of this Agreement is finally declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent possible, the invalid, void or unenforceable provision shall be replaced by a valid, enforceable provision which most closely achieves the intent of the invalid, void or unenforceable provision.

26. Choice of Law/Venue. This Agreement and each and every related document are to be governed by, and construed in accordance with the laws of the State of California, and any action to interpret or enforce this Agreement shall be submitted to binding arbitration pursuant to Exhibit A attached hereto and such arbitration shall occur in Alameda County, unless the parties mutually agree to another venue.

27. Waiver of Covenants, Conditions or Remedies. The waiver by one party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement.

28. Time of the Essence. Time shall be of the essence as to all dates and times of performance.

29. Attorneys’ Fees. In the event that Developer or the City institutes an action or proceeding (including arbitration) for a declaration of the rights of the parties under this Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of this Agreement, or the transactions contemplated hereby, or in the event that Developer or the City is in default of its obligations pursuant thereto, whether or not suit is filed or prosecuted to final judgment, the prevailing party, as between Developer and the City, shall be entitled to its actual attorneys’ fees and to any court costs incurred in addition to any other damages or relief awarded.

30. Notices. All notices given pursuant to this Agreement shall be in writing and shall be given by personal delivery, or by United States mail (certified, return receipt requested), or by United States express mail or other established express delivery service (such as Federal Express, DHL and United Parcel Service) (all of the foregoing, a “Delivery Service”), postage or delivery charges prepaid, addressed to the person and address specified below. All notices shall be addressed as follows:

Initial addresses of the parties are:

If to Developer: Alam eda Point Partners, LLC
c/o Trammell Crow Residential
Stephanie Hill
Vice President, Development
1528 S. El Camino Real, Suite 100
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San Mateo, CA 94402
E-mail: [email protected]
Phone: 415.569.3722

Alameda Point Partners, LLC
c/o Cypress Equity Investments
Bruce Fairty
Chief Operating Officer
12121 Wilshire Blvd., Suite 801
Los Angeles, CA 90025
E-mail: [email protected]
Phone: (310) 405-0316

With Copy to: Stice & Block, LLP
Marc Stice
2335 Broadway, Suite 201
Oakland, CA 94612
E-mail: [email protected]
Phone: (510) 735-0032

If to the City to: City of Alameda
Alameda City Hall, Rm 320
2263 Santa Clara Avenue
Alameda, CA 94501

With a copy to: City of Alameda
Alameda City Hall, Rm 280
2263 Santa Clara Avenue
Alameda, CA 94501
Attn: City Attorney

If to Escrow Agent: First American Title Company
4750 Willow Road, #100
Pleasanton, CA 94588
Attention: Jules Fulop

Notices by a party may be given by legal counsel to or the authorized agent of such party.

Each party may change the person and address to which notices are to be given, upon written notice to the other party. All notices given pursuant to this Agreement shall be deemed given upon deposit with a Delivery Service, but shall not be deemed to have been received until actual receipt. For the purpose of this Agreement, the term "receipt" shall mean the earliest of any of the following: (i) the date of delivery to the address specified pursuant to this section as shown 7 676\05\3352874.1
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on the return receipt; (ii) the date of actual receipt by the person or entity specified pursuant to this section; or (iii) in the case of refusal to accept delivery or inability to deliver, the earlier of (A) the date of the first attempted delivery or refusal to accept delivery, (B) the date of the postmark on the returned envelope, or (C) the date of receipt of notice of refusal or notice of non-delivery by the sending party.

31. Counterparts. This Agreement may be executed in two or more counterparts, with each counterpart being deemed an original and all counterparts, taken together, constituting one document.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

CITY:

City of Alameda,
a municipal corporation

By: ____________________________
N a m e :

Title:

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

Signatures continue on next page
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DEVELOPER:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member

By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member

By: Maple Multi-Family Development, L.L.C.,
a Texas limited liability company, its General Partner

B y :

N a m e :

Title:

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EXHIBIT A

Arbitration Procedure

Should the parties be unable or unwilling to resolve any dispute, any party may give written notice to the other parties and elect to have the matter resolved by final and binding arbitration in accordance with the rules and procedures of the arbitrator selected in accordance with this Exhibit A. The party seeking arbitration shall set forth in its notice the particulars of its claims and shall state with specificity the issue(s) to be submitted to arbitration and the relief sought.

Within thirty (30) days of the date of the election to arbitrate, the parties shall select a single, mutually agreeable arbitrator. If the parties are unable to agree, they shall request that the Judicial Arbitration and Mediation Service, Inc. (“JAMS”), if such entity is then in existence, appoint an arbitrator in accordance with then current procedures. The arbitrator must be a retired judge of the Superior Court of California or the Court of Appeal of California, or a retired judge of the United States District Court sitting in California. If JAMS is not in existence, the Presiding Judge of the Alameda County Superior Court will appoint an arbitrator in accordance with its then current procedures. The rules and procedures for arbitration shall be as follows:

N. The arbitrator must be selected and arbitration must be conducted within a reasonable time, but in no event later than ninety (90) days after the date upon which the demand for arbitration is filed.

O. The arbitration proceedings must be conducted in Alameda County, California, at a time and location as agreed to in writing by the parties, or in absence of an agreement, as designated by the arbitrator.

P. Subject to the same rules pertaining to privileged communications and attorney work product that would apply if the proceeding was filed in the courts of the State of California, the arbitrator shall have the authority to make all decisions regarding the relevance, materiality, and admissibility of all evidence offered at the arbitration. The California Evidence Code shall generally guide the arbitrator in making such decisions.

Q. The arbitrator may issue any remedy or relief, whether provisional or permanent, including but not limited to a default judgment, which the parties could have obtained under the law applicable in courts of the State of California under the same factual circumstances, and the arbitrator must follow and otherwise employ the standards for issuing such relief as defined by California law; provided, however, that the arbitrator will have no authority or jurisdiction to enter an award, order, or decision for consequential, special, exemplary or punitive damages. The arbitrator may also grant such ancillary relief as is necessary to make effective the award, order, or decision, including the issuance of declaratory relief, compelling specific performance, or any other relief or action permitted by California law.

R. Each party may conduct discovery as if the matter were pending before a Superior Court of the State of California and the arbitrator will have the full power of the State of 11 676\05\3352874.1
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California to issue and enforce subpoenas and to award sanctions. Each party will have the right to demand in writing that the other party(ies) provide a list of witnesses it intends to call at the hearing, designating which witnesses will be called as expert witnesses, and a list of documents it intends to introduce at the hearing. The responding party’s list(s) must be served personally or by registered or certified mail on the requesting party, with a copy to the arbitrator, at least thirty (30) days before the hearing.

S. Each party may be represented by counsel.

T. No later than sixty (60) days following closing of the arbitration hearing, the arbitrator will make an award, order, or decision and issue a written opinion consisting of findings of fact and conclusions of law and setting forth the bases of the award, order, or decision. The arbitrator may include in his or her award, order, or decision pre-award interest and post-award interest at the legal rate where authorized by law. The party against whom the award, order, or decision is made or remedy or relief ordered will have thirty (30) days after receipt of the award, order, or decision to commence and thereafter diligently pursue to completion any action or proceeding in any court of the State of California of appropriate jurisdiction located in the County of Alameda to obtain judicial review of the award, order, or decision. If the award, order, or decision is mailed, it will be deemed to be received within five (5) days after deposit in the mail.

U. If no such action or proceeding is timely commenced, the award, order, or decision will thereupon immediately become final. The party against whom the award, order, or decision is made or remedy or relief ordered shall within thirty (30) days after the award, order, or decision becomes final make full payment and/or commence and thereafter diligently pursue to completion any other action required by the award, order, or decision. The party in whose favor the award, order, or decision is made may request and obtain from any court of the State of California of appropriate jurisdiction located in the County of Alameda a judgment upon the award, order, or decision rendered by the arbitrator, which may thereafter be entered in the records of said court.

V. If an action or proceeding is timely filed in any court of the State of California of appropriate jurisdiction located in the County of Alameda to obtain judicial review of the award, order, or decision, the parties will have the right to seek vacation or modification of any portion of the award, order, or decision according to the grounds provided by California law at the time for the vacation or modification of an award, order, or decision in a non-judicial arbitration. The findings of fact of the arbitrator will be binding on all parties and shall not be subject to further review except as allowed by the appeal provisions of this provision.

W. The arbitrator will be paid a per diem or hourly charge as established at the time of appointment. Each party will bear its own attorneys’ fees and costs in presenting its case. All other actual costs of conducting the arbitration, including without limitation the administrative fee and the arbitrator’s compensation, will be shared equally.

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X. This arbitration clause shall be interpreted under the arbitration laws of the State of California and not the Federal Arbitration Act, 9 U.S.C.§ 1. Except as otherwise provided in this Escrow Agreement or the DDA, any motion, application, complaint or proceeding arising out of or relating to this arbitration clause shall be determined in accordance with the law of the State of California.

Y. Unless otherwise provided in this Escrow Agreement or otherwise agreed in writing, the parties shall continue to perform their respective obligations under the DDA during the pendency of arbitration proceedings.

Z. Except as modified or stated to the contrary in this Exhibit A, the rules and procedures of the arbitrator in effect at the time of the arbitration will apply to the arbitration procedure.

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Schedule 10.1(d)(i)
Quitclaim Deed - Block 10B

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Alameda
__________________________
__________________________
__________________________

NO RECORDING FEE OR TRANSFER TAX IS

REQUIRED PURSUANT TO GOVERNMENT
CODE §27383 AND REVENUE AND
TAXATION CODE §11922

A P N s : .

QUITCLAIM DEED
[Alameda Point: Block 10B]

For valuable consideration, the receipt of which is hereby acknowledged, Alameda Point Partners, LLC, a Delaware limited liability (the "Grantor"), hereby grants to company the City of Alameda, a municipal corporation (the "Grantee"), the real property more particularly described in Attachment A, attached hereto (the "Real Property").

The foregoing grant includes all of the existing improvements located on the Real Property (the “Improvements”). The Real Property and the Improvements are collectively referred to herein as the “Property.”

1. Grantor and Grantee have previously entered into that certain Disposition and Development Agreement, date d as of August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement dated as of February 8, 2017, and effective as of March 9, 2017, that certain Second Amendment to Disposition and Development Agreement dated and effective as of July 19, 2017, that certain Third Amendment to Disposition and Development Agreement dated and effective as of March 7, 2018 (the “Third Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018, and that certain Sixth Amendment to Disposition and Development Agreement dated _________________, 2022 (the “Sixth Amendment”), and clarified by Operating Memoranda dated September 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017 and March 7, 2018. The Original DDA, as so amended and clarified, is referred to herein as the “DDA.” Capitalized terms used, but not defined, in this Quitclaim Deed (this “Quitclaim Deed”) shall have the meaning set forth in the DDA.

2. The Property is being conveyed pursuant to Grantee’s exercise of the Block 10B Option set forth in Section 10.1 of the Sixth Amendment. 2 676\05\3352874.1
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3. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sexual orientation, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon. The foregoing covenant shall run with the land and shall remain in effect in perpetuity.

4. The parties acknowledge that the applicable portions of the Property are subject to the provisions, including any covenants, restrictions and notices, contained in the respective Quitclaim Deeds and Environmental Restrictions pursuant to California Civil Code Section 1471 recorded against such applicable portions of the Property in the Official Records of Alameda County as Series Nos. ___________________ [Note: Insert as applicable prior to execution.], respectively (the “Navy Quitclaim Deeds”). Nothing in the foregoing is intended to expand or otherwise amend the provisions of the Navy Quitclaims Deeds.

5. This Quitclaim Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the parties.

6. Attachment A is hereby incorporated by this reference.

[Remainder of this Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have executed this Quitclaim Deed this __ day of _________________.

GRANTOR:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member
By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member
By: Maple Multi-Family
Development, L.L.C., a Texas
limited liability company,
its General Partner

By:

Name:

Title:

[Signatures continued on next page.]

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GRANTEE:

CITY OF ALAMEDA,
a municipal corporation

By: ________________________________
______________________________

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

SIGNATURES MUST BE NOTARIZED

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GRANTEE ACKNOWLEDGEMENT AND CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real property conveyed by the deed or grant dated _____________, 20__ from ALAMEDA POINT PARTNERS, LLC, a Delaware limited liability company, to the CITY OF ALAMEDA, a municipal corporation (“GRANTEE”) is hereby accepted by order of the City Council of the City of Alameda and the GRANTEE consents to recordation thereof by its duly authorized officer.

The GRANTEE hereby accepts this Quitclaim D eed and agrees to be bound by all of the agreements, covenants, conditions, restrictions, and reservations contained herein.

Date: ______________, 20__ CITY OF ALAMEDA
By: ___________________

Title: ___________________
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ATTACHMENT A

DESCRIPTION OF REAL PROPERTY
That certain real property located in the City of Alameda, County of Alameda and State of California more particularly described as follows:

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Schedule 10.2(e)(i)
Quitclaim Deed – Phase 2 Option Property

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Alameda
__________________________
__________________________
__________________________

NO RECORDING FEE OR TRANSFER TAX IS

REQUIRED PURSUANT TO GOVERNMENT
CODE §27383 AND REVENUE AND
TAXATION CODE §11922

A P N s : .

QUITCLAIM DEED
[Alameda Point: Phase 2 Option Property]

For valuable consideration, the receipt of which is hereby acknowledged, Alameda Point Partners, LLC, a Delaware limited liability (the "Grantor"), hereby grants to company the City of Alameda, a municipal corporation (the "Grantee"), the real property more particularly described in Attachment A, attached hereto (the "Real Property").

The foregoing grant includes all of the existing improvements located on the Real Property (the “Improvements”). The Real Property and the Improvements are collectively referred to herein as the “Property.”

1. Grantor and Grantee have previously en tered into that certain Disposition and Development Agreement, date d as of August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement dated as of February 8, 2017, and effective as of March 9, 2017, that certain Second Amendment to Disposition and Development Agreement dated and effective as of July 19, 2017, that certain Third Amendment to Disposition and Development Agreement dated and effective as of March 7, 2018 (the “Third Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018, and that certain Sixth Amendment to Disposition and Development Agreement dated _________________, 2022 (the “Sixth Amendment”), and clarified by Operating Memoranda dated September 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017 and March 7, 2018. The Original DDA, as so amended and clarified, is referred to herein as the “DDA.” Capitalized terms used, but not defined, in this Quitclaim Deed (this “Quitclaim Deed”) shall have the meaning set forth in the DDA.

2. The Property is being conveyed pursuant to Grantee’s exercise of the Phase 2 Option set forth in Section 10.2 of the Sixth Amendment. 2 676\05\3352874.1
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3. The Grantee covenants and agrees, for itsel f and its successors and assigns, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sexual orientation, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon. The foregoing covenant shall run with the land and shall remain in effect in perpetuity.

4. The parties acknowledge that the applicable portions of the Property are subject to the provisions, including any covenants, restrictions and notices, contained in the respective Quitclaim Deeds and Environmental Restrictions pursuant to California Civil Code Section 1471 recorded against such applicable portions of the Property in the Official Records of Alameda County as Series Nos. ___________________ [Note: Insert as applicable prior to execution.], respectively (the “Navy Quitclaim Deeds”). Nothing in the foregoing is intended to expand or otherwise amend the provisions of the Navy Quitclaims Deeds.

5. This Quitclaim Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the parties.

6. Attachment A is hereby incor porated by this reference.

[Remainder of this Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have executed this Quitclaim Deed this __ day of _________________.

GRANTOR:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member
By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member
By: Maple Multi-Family
Development, L.L.C., a Texas
limited liability company,
its General Partner

By:

Name:

Title:

[Signatures continued on next page.]

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GRANTEE:

CITY OF ALAMEDA,
a municipal corporation

By: ________________________________
______________________________

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

SIGNATURES MUST BE NOTARIZED

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GRANTEE ACKNOWLEDGEMENT AND CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real property conveyed by the deed or grant dated _____________, 20__ from ALAMEDA POINT PARTNERS, LLC, a Delaware limited liability company, to the CITY OF ALAMEDA, a municipal corporation (“GRANTEE”) is hereby accepted by order of the City Council of the City of Alameda and the GRANTEE consents to recordation thereof by its duly authorized officer.

The GRANTEE hereby accepts this Quitclaim D eed and agrees to be bound by all of the agreements, covenants, conditions, restrictions, and reservations contained herein.

Date: ______________, 20__ CITY OF ALAMEDA
By: ___________________

Title: ___________________

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ATTACHMENT A

DESCRIPTION OF REAL PROPERTY
That certain real property located in the City of Alameda, County of Alameda and State of California more particularly described as follows:

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Schedule 10.2(e)(ii)
Assignment – Phase 2 Backbone Infrastructure Work Product

Assignment and Assumption
(Phase 2 Infrastructure Work Product)

THIS ASSIGNMENT AND ASSUMPTION (PHASE 2 INFRASTRUCTURE WORK PRODUCT) (“Assignment”) is dated effective as of _______________ ___, ____ (the “Effective Date”), and is entered into by and between Alameda Point Partners, LLC, a Delaware limited liability company (“Assignor”), and the City of Alameda, a California charter city (“Assignee”).

W I T N E S S E T H:

Assignor, as “Developer”, and Assignee, as the “City”, have entered into that certain Disposition and Development Agreement for Al ameda Point-Site A, dated as of August 6, 2015 (the “Original DDA”), as amended by that certain First Amendment to Disposition and Development Agreement, dated as of February 8, 2017, and effective as of March 9, 2019 (the “First Amendment”), that Second Amendment to Disposition and Development Agreement, dated as of July 19, 2017 (the “Second Amendment”), that Third Amendment to Disposition and Development Agreement dated as of March 7, 2018 (the “Third Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of October 10, 2018 (the “Fourth Amendment”), that Fourth Amendment to Disposition and Development Agreement dated as of _________ ___, 2022 (the “Sixth Amendment”), and clarified by Operating Memoranda dated September 16, 2015, October 26, 2015, March 6, 2017, December 8, 2017, March 7, 2018 and July 25, 2019 (collectively, the “Operating Memoranda”). The Original DDA was also amended by that certain Fifth Amendment, dated October 10, 2018, entered into by and between the City and Eden Housing, Inc., which amendment was limited to Block 8 and acknowledged and agreed to by Assignor (the “Fifth Amendment”). The Original DDA, as so amended and clarified, is referred to herein as the “DDA.” Capitalized terms not defined in this Agreement have the meanings given to those terms in the DDA.

On or about ____________ ___, ____, the City exercised the Phase 2 Option pursuant to Section 10.2 of the Sixth Amendment to acquire the “Phase 2 Option Property” more particularly described in Exhibit A, attached hereto. As such, Assignor is obligated to assign (on a non- exclusive basis) to Assignee any and all of Assignor’s right, title and interest in and to the following with respect to the Phase 2 Option Property (collectively, the “Phase 2 Infrastructure Work Product”): (a) any improvement plans, specifications, reports, design criteria, drawings or other work product (collectively, “Phase 2 Backbone Infrastructure Plans”) and (b) any design, engineering or other services contracts related to the to the preparation of any Phase 2 Infrastructure Plans (the “Phase 2 Infrastructure Contracts”). The Phase 2 Infrastructure Work Product (y) expressly excludes any obligations under the Phase 2 Infrastructure Contracts that (i) first arose prior to the Effective Date or (ii) first arise after the Effective Date but do not relate to the Phase 2 Option Property and (z) expressly includes all obligations under the Phase 2 2 676\05\3352874.1
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Infrastructure Contracts that first arise after the Effective Date and relates to the Phase 2 Option Property.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Effective as of the Effective Date, Assignor, on a non-exclusive basis, hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title, interest and applicable obligations in and to the Phase 2 Infrastructure Work Product. The parties agree that (a) Assignor retains (on an exclusive basis) all rights and obligations under the Phase 2 Infrastructure Contracts that do not relate to the Phase 2 Option Property and (b) retains (on a non-exclusive basis) all rights under the Phase 2 Infrastructure Contracts that relate to the Phase 2 Option Property.

2. Effective as of the Effective Date, Assi gnee hereby accepts and assumes all of the rights, title, interest and applicable obligations of Assignor under the Phase 2 Infrastructure Work Product.

3. The parties hereby agree that Assig nor does not make (and hereby expressly disclaims) any covenant, representation or warranty with respect to the Phase Infrastructure Work Product and shall have no liability concerning the adequacy or accuracy of any Phase 2 Infrastructure Work Product, including, without limitation, its content, reliability, accuracy or completeness.

4. In the event of the bringi ng of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys’ fees.

5. This Assignment shall be binding upon and inure to the benefit of the successors, permitted assignees, personal representatives, heirs and legatees of all the respective parties hereto.

6. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California.

7. This Assignment may be executed in one or more counterparts. All counterparts so executed shall constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart.

8. Assignor and Assignee each ag ree to perform such further acts and to execute and deliver such additional agreements and instruments as the other may reasonably require to consummate, evidence or confirm the assignment contained herein in the manner contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the Effective Date.

ASSIGNOR:

ALAMEDA POINT PARTNERS, LLC,
a Delaware limited liability company

By: Alameda Point Investments, LLC,
a California limited liability company,
its managing member

By: NCCH 100 Alameda, L.P.,
a Delaware limited partnership,
its managing member

By: Maple Multi-Family Development, L.L.C.,
a Texas limited liability company,
its general partner

B y :

N a m e :

Title:

Signatures continue on next page

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ASSIGNEE:

City of Alameda,
a municipal corporation

By: ____________________________
N a m e :

Title:

Recommended for Approval:

____________________________________
Lisa Maxwell
Community Development Department Director

Approved as to Form:

____________________________________
Len Aslanian
Assistant City Attorney

Authorized by City Council Resolution No. ________

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Exhibit A
Phase 2 Option Property

[Note: Insert Legal Description of Phase 2 Option Property.]