Alameda City Council
April 21, 2026

23 Developer
shall protect and indemnify City against all loss, cost, expense, and damage resulting therefrom.
(c) Notice of Non-Responsibility. City shall, at any and all times during the Term, have the right to post and maintain on the Property and to record any notice or notices of non-responsibility.

22. Indemnity.
(a) Indemnification of City. Developer hereby agrees to indemnify and hold harmless City and its elected and appointed officials, employees, agents, directors and contractors (“Indemnified Parties”) from and against all third party claims, demands, losses, liabilities, damage, liens, obligations, interest, injuries, penalties, fines, lawsuits or other proceedings, judgments and awards and costs and expenses (including reasonable attorneys’ fees and costs, consultant fees and costs and court costs) (collectively “Losses”) arising from or as a result of, Developer’s conduct, acts, omissions, negligence or willful misconduct in connection with development of the Project or the Property, use of the Property, or performance or non-performance of Developer’s obligations under this Lease, except to the extent such Losses are caused by the gross negligence or willful misconduct of City. (b) Insurance. The obligation of Developer to indemnify, defend and hold harmless the Indemnified Parties shall not be limited by the existence or availability of insurance required under this Lease or as otherwise maintained by Developer. Insurance shall be maintained as a primary and noncontributory source of recovery for covered matters. If and to the extent that insurance proceeds are available and collectible with respect to any loss, claim, or liability, such proceeds shall be first applied to satisfy the indemnity obligations hereunder. If the liability related to any such matter shall exceed the amount of the effective and collectible insurance in question, the obligation of Developer to indemnify and hold harmless the Indemnified Parties shall apply to such excess.
(c) Defense of Claim. In case any claim, demand, action, suit or proceeding is initiated or made against an Indemnified Party by reason of any losses specified in Section 22(a) (Indemnification of City), Developer, upon notice from the Indemnified Party, shall, at Developer’s sole cost, defend such claim, demand, action, suit or proceeding, but Developer may make or cause to be made such investigation of the claim, demand, action, suit or proceeding as Developer or its insurers shall deem expedient; provided, however, that Developer shall not settle any claim, demand, action, or proceeding without the prior written consent of the City. Developer shall not admit liability on behalf of the Indemnified Party and shall obtain City’s written consent of all releases and settlement documents.
(d) Survival. Developer’s obligations under this Section 22 (Indemnity) shall survive the expiration of the Term or the earlier termination of this Lease.

23. Condemnation.
(a) Definitions. Wherever used in this Section 23 (Condemnation), the following words shall have the definitions and meaning hereinafter set forth:
(i) “ Condemnation proceedings” means any action or proceedings brought for the purpose of any Taking (defined below) of Developer’s Interest (defined below) in the Property or any part thereof or any other property interest therein or any Improvements Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

24 thereon by
competent authority as a result of the exercise of the power of eminent domain, including a voluntary sale to such authority either under threat of condemnation or while such action or proceeding is pending.
(ii) “ Developer’s Interest ” means the value of Developer’s ground leasehold interest in the Property and Improvements for the remainder of the Term (for such purposes, the Term shall not be deemed to have terminated and such determination shall account for all pre-paid Rent, if any), as further described in Section 23(d) (Apportionment of Award on Termination).
(iii) “ City’s Interest” means the value of City’s interest in the Property and reversionary interest in the Improvements, as encumbered by this Lease, as further described in Section 23(d) (Apportionment of Award on Termination). (iv) “ Net Awards and Payments” means awards and other payments on account of a condemnation with respect to the Property and Improvements or a portion thereof, less costs, fees and expenses incurred, including reasonable attorneys’ fees and costs, in the collection thereof.
(v) “ Qualified Appraiser” means an appraiser licensed in the State of California who (i) is a member of the Appraisal Institute; (ii) has at least 10 years’ experience in Alameda County and/or San Francisco County valuing commercial, industrial, or multiple occupancy residential properties as applicable, depending on the allowed uses of the Property; (iii) is a principal in either a national or regional firm with offices in California. (vi) “ Taken” means the event and date of vesting of title to the fee interest in the Property or any part thereof or any other property interest therein or any Improvements thereon pursuant to the condemnation proceedings. (b) Entire Taking. If the whole of the Property shall be taken or condemned for any public or quasi- public use under any statute or by right of eminent domain or by private purchase in lieu thereof (“Taking”), then this Lease shall automatically terminate as of earlier of the date an immediate possession order is entered or title vests in a condemning authority. In the event this Lease shall so terminate or shall be terminated, the Rent for the year in which the Taking occurs shall, if and when necessary, be prorated to the day of the Taking, and (b) neither Party shall have any further rights or liabilities hereunder, except as expressly provided in this Lease.
(c) Major Partial Taking. If at any time during the Term there is a partial Taking of the Property, this Lease shall remain in effect; provided, however, if there is a partial Taking of the Property such that the remaining portion of the Property are rendered unsuitable (as defined herein) for Developer’s continued use for the purposes contemplated by this Lease, then Developer shall have the right to terminate this Lease as of the earlier of the date that title vests in the condemnor or the date that the condemnor shall take possession of the property so Taken, by giving written notice of such termination to City within ninety (90) days after notice to Developer of such Taking. In such event, the annual Rent payable for the year in which the Taking occurs shal l be prorated to the date of such termination. The remaining portion of the Property shall be deemed “unsuitable” for Developer’s continued use if, assuming a reasonable amount of reconstruction, Developer’s business on the Property could not be operated at a commercially reasonable economic level taking into consideration the amount of funds, if any, in excess of the condemnation award, necessary to continue such operation.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

25 (d) Apporti
onment of Award on Termination.
(i) If this Lease shall terminate pursuant to the provisions of Section 23(b) (Entire Taking) or Section 23(c) (Major Partial Taking), then the Net Awards and Payments shall be divided between City and Developer on a pro rata basis, as nearly as practicable, based upon City’s Interest and Developer’s Interest.
(ii) City’s Interest and Developer’s Interest shall be established by the same court of law or other trier of fact that establishes the amount of the condemnation award, but if there is no court of law available or willing to so determine City’s Interest and Developer’s Interest, the same shall be determined as set forth below. If City and Developer cannot agree as to City’s Interest and Developer’s Interest within thirty (30) days after the determination of the total condemnation award with respect to the Taking then:
(iii) Within ten (10) days after the expiration of such thirty (30) day period, each Party shall select a Qualified Appraiser. If a Party fails to appoint its Qualified Appraiser within such ten (10) day period, then the first appointing Party may send a written notice to such other Party (which written notice shall set forth clearly in bold and all capital letters on the face of such notice that it is being submitted for purposes of requesting that the applicable Party select their Qualified Appraiser in accordance with this Section 23(d) (iii) and that the failure to respond within five (5) Business Days shall result in the first appointing Party’s Qualified Appraiser being deemed the appraiser to determine City’s Interest and Developer’s Interest in accordance with this Section 23(d), and if such other Party still fails to appoint a Qualified Appraiser within five (5) Business Days from delivery of such notice, then the Qualified Appraiser appointed by the first appointing Party alone shall determine City’s Interest and Developer’s Interest (which it shall do within thirty (30) days following its appointment).
(iv) If both Parties timely appoint a Qualified Appraiser in accordance with Section 23(d)(iii), then within thirty (30) days following appointment of both such Qualified Appraisers, each Qualified Appraiser shall determine City’s Interest and Developer’s Interest, and shall deliver to each of the Parties its written report as to such City’s Interest and Developer’s Interest.
(v) Within ten (10) Business Days after the delivery of the last Qualified Appraiser’s written report, the Qualified Appraisers shall jointly select another Qualified Appraiser (“Final Independent Appraiser”). If the Qualified Appraisers fail to agree upon and appoint such third Qualified Appraiser within such (10) Business Day period, either Party, upon written notice to the other Party, may apply to the superior court in Alameda, California to appoint suc h third Qualified Appraiser meeting the qualifications set forth herein to act as the Final Independent Appraiser.
(vi) Within ten (10) Business Days following its appointment, the Final Independent Appraiser shall select the determination of the Qualified Appraiser that the Final Independent Appraiser believes more accurately represents City’s Interest and Developer’s Interest (i.e., a “baseball arbitration” style selection), and shall deliver to each of the Parties its written report as to such selection and the reasons for such selection and such determination shall be binding upon the Parties as the final determination of City’s Interest and Developer’s Interest.
(vii) Each Party shall be responsible for paying the cost of its own Qualified Appraiser, and the costs of the Final Independent Appraiser, if required, shall be split Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

26 evenly bet
ween the Parties. If only one (1) Qualified Appraiser is used because a Party fails to timely select a second Qualified Appraiser, the cost thereof shall be split evenly by the Parties. (e) Apportionment of Award in Partial Taking.
(i) If a portion of the Property is Taken and this Lease is not otherwise terminated as set forth above, (i) this Lease shall continue in full force and effect as to the portion of the Property not Taken, (ii) Developer shall commence and proceed with reasonable diligence to repair or reconstruct the remaining Improvements and building(s) on the Property as nearly as possible to its value, condition and character immediately prior to such Taking, taking into account, however, any necessary reduction in size or other change resulting from the Taking, and in any event to the extent proceeds of the condemnation award are available therefor, and (iii) the ongoing annual Rent payments payable by Developer hereunder from and after the date of the Taking, if any, shall be reduced during the unexpired portion of this Lease to that proportion of the Rent which the value of the part of the Property not Taken bears to the value of the total of the Property, such values to be determined using the “Income Approach” (as described below) and as of the date when Developer is disturbed in its possession as a result of the Taking. As used herein, the “ Income Approach” means the “income approach” or “income capitalization approach” to property valuation, as defined in the then most current edition of The Dictionary of Real Estate Appraisal and/or the then most current edition of The Appraisal of Real Estate, published by the Appraisal Institute or any successor organization. (ii) If a portion of the Property is Taken and this Lease is not otherwise terminated as set forth above, then the Net Awards and Payments shall be divided between City and Developer on a pro rata basis, as nearly as practicable, based upon City’s Interest and Developer’s Interest. City’s Interest and Developer’s Interest shall be determined in accordance with Section(d) (Apportionment of Award on Termination). (f) Temporary Taking. In the event of a temporary Taking of all or any portion of the Property by any competent authority in the exercise of the power of eminent domain, the foregoing provisions of this Section 23 (Condemnation) shall be inapplicable and this Lease shall continue in full force and effect without reduction or suspension of Rent and Developer shall be entitled to make claim for and recover any award or awards, whether in the form of rental or otherwise, recoverable in respect of such temporary possession or occupancy. The temporary Taking award shall be paid to Developer; provided that if any portion of the award is intended to cover the cost of restoring the Property or Improvements to the condition they were in prior to such temporary possession or occupancy or to make any repairs occasioned by or resulting from such possession or occupancy, such portion shall be so applied. (g) Participation in Condemnation Proceeding. In any condemnation proceedings affecting the Property, both Parties and any Lenders shall have the right to appear in and defend against such action as they deem proper in accordance with their own interests.

Without limiting the foregoing, City shall not, without consulting with, and obtaining the consent (which shall not be unreasonably withheld, conditioned or delayed) of Developer, or any Lender, (a) make any settlement with the condemning authority, (b) convey any portion of the Property to such authority in lieu of condemnation, unless required by Law to do so, or (c) consent to any Taking. Furthermore, in any condemnation proceedings affecting the Property, both Parties and any Lender shall have the right to appear in and defend against such actions as they deem proper in accordance with their own interests. Issues between City and Developer required to be resolved pursuant to this Section 23 (Condemnation) shall be joined in any such condemnation proceedings to the extent permissible under the applicable procedural rules of such court of law Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

27 or equity
for the purpose of avoiding multiplicity of actions and minimizing the expense of the Parties. Notwithstanding the foregoing, Developer shall have the exclusive right to assert claims for any trade fixture and personal property so taken which were the sole property of Developer and for relocation expenses of Developer and all awards and damages in respect thereof shall belong to Developer.

24. City’s Right of Inspection. City shall have the right to enter and inspect the Project upon prior reasonable notice (except in the case of emergency in which no notice to Developer is required) to Developer to enter the Property at reasonable times to inspect the condition of the Property and project to confirm compliance with this Lease, provided that such entry does not unreasonably interfere with Developer’s operations. City inspection’s or lack of inspection shall not limit or waive Developer’s obligations under this Section.

25. Default And Remedies.
(a) Material Defaults and Non-Material Defaults. Subject to Force Majeure and extensions provided for in this Lease, failure by either Party to perform any action or covenant required by this Lease within the time periods provided herein (i.e., following written notice and expiration of any applicable cure period) shall constitute a “Default” under this Lease. (b) Material Defaults. Because a certain subset of Defaults by Developer are more serious than other Defaults and could significantly impair the benefits that City anticipates the Project will create, those more serious Defaults are referred to as Material Defaults in this Lease and give rise to City’s termination remedy set forth in Section 25(c) (Termination of Material Defaults). The following are Defaults constituting “Material Defaults” under this Lease:
(i) Developer Defaults in its obligation to commence construction of the Project or complete construction of the Project by the applicable outside date set forth in the Schedule of Performance, as the same may be extended pursuant to the terms of this Lease. (ii) A court having jurisdiction made or entered any final and non- appealable decree or order: (a) adjudging Developer to be bankrupt or insolvent, or (b) approving a petition by it seeking reorganization of Developer or seeking any arrangement for Developer under the bankruptcy law or any other applicable debtor’s relief law or statute of the United States or any state or other jurisdiction, (c) appointing a receiver, trustee, liquidator, or assignee of Developer in bankruptcy or insolvency or for any of their properties, or (d) directing the winding up or liquidation of Developer.
(iii) Developer assigned its assets for the benefit of its creditors (other than pursuant to a Lender or a Permitted Transfer under Section 17(c) (Permitted Transfers) and Section 18 (Mortgage of Leasehold)).
(iv) Developer completes an assignment (other than pursuant to a Permitted Sublease, Permitted Transfer or as otherwise permitted under Section 17(c) (Permitted Transfers) and Section 18 (Mortgage of Leasehold)).
(v) Developer’s Default constitutes misappropriation of funds, willful misconduct, bad faith or fraud in the performance of any of Developer’s obligations under this Lease.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

28 (vi) Devel
oper Defaults on an obligation deemed a Major Default under the Community Benefits Package, as described in Table 1: Option Milestone Schedule. (vii) Any loss or change in Developer’s non-profit or IRC 501(c)(3) status. (c) Termination for Material Defaults. Except as otherwise provided herein and subject to any applicable notice and cure provisions in Section 25(i) (Notice of Breach; Cure Periods) and subject to the rights of Lenders set forth in Section 19 (Protection of Lender), in the event of Material Default (but not in the event of any Non- Material Default) by Developer, City shall have the right to terminate this Lease by providing written notice of such termination to Developer. In the event City terminates this Lease pursuant to this Section 25(c) (Termination for Material Defaults), this Lease shall terminate, and neither City nor Developer shall have any further rights against or liability to the other under this Lease, except for those obligations which by their terms survive termination hereof.
(d) Non-Material Defaults. A “ Non-Material Default” shall be any breach of this Lease that does not constitute a Material Default in Section 25(b) (Material Defaults) and does not materially impair: i) City’s fee interest in the Property; or ii) the health, safety or welfare of the public.
(e) Failure to Cure Non-Material Defaults. In the event that any Non-Material Default under this Lease is not cured within any applicable notice and cured period as set forth in Section 25(i) (Notice of Breach; Cure Periods), Developer shall request the matter to be placed on the agenda of the next regularly scheduled City Council meeting. At such meeting Developer shall present to the City Council:
(i) A description of the nature of the Non-Material Default; (ii) The reasons Developer has been unable to cure the Non- Material Default within the applicable cure period; and
(iii) A written plan (“Compliance Plan”) proposing one of the following for City Council’s consideration and approval: 1) a timetable and method for curing the Non- Material Breach; or 2) a modification or relief from the applicable Lease requirement. (f) Board Review. In the event a Non- Material Default remains uncured after expiration of the applicable time period following City Council’s approval of a Compliance Plan or if agreement cannot be reached between Developer and City on Developer’s proposed Compliance Plan, Developer shall cause the matter to be placed on the agenda of a duly noticed meeting of Developer’s board of directors (“ Board”) within thirty (30) days of the applicable City Council meeting at which time, Developer shall present:
(i) A description of the nature of the Non-Material Default; (ii) The actions required to cure or address such Non-Material Default; (iii) City Council’s direction or feedback; and
(iv) A proposed course of action.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

29 Following
such meeting of the Board, Developer shall provide City Council with written documentation evidencing the board’s consideration of the Non -Material Default and identifying any directives, resolutions, or corrective actions adopted by the Board fo r City Council’s review and further consideration of final determination.
(g) Arbitration of Unresolved Disputes. If, following completion of City Council’s review process and, if applicable, the Board review described herein, City and Developer remain unable to reach agreement regarding resolution of a Non- Material Default, either Party may submit the matter to binding arbitration in accordance with this Section. Said arbitration shall be conducted in Alameda County, California before one (1) arbitrator selected in accordance with procedures set forth below. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules. The arbitrator shall be chosen from a list of seven (7) names submitted by JAMS to the Parties in accordance with the applicable JAMS rule for selecting arbitrators, and the proposed arbitrators shall, to the extent possible, have relevant arbitration experience in the subject matter of the arbitration under this Lease. Judgment on the arbitrator’s award may be entered in any court having appropriate jurisdiction. The Parties will share equally the administrative costs of the arbitration and the arbitrator’s fees. This Section shall not preclude the Parties from seeking provisional remedies, including injunctive relief, in aid of arbitration or otherwise from a court of appropriate jurisdiction.
(h) Failure to Comply with Non -Material Default Procedures . Developer’s failure to timely engage in the process set forth in this Section 25(d) shall, following City’s delivery to Developer of written notice demanding Developer’s participation in such process within thirty (30) days of the date of such notice and the expiration of such thirty (30) day cure period without Developer’s participation or engagement, itself constitute a Material Event of Default, without further notice or cure, and shall entitle City to exercise any and all rights and remedies available under this Lease.
(i) Notice of Breach; Cure Periods.
(i) The non-breaching Party may give written notice of the breach to the breaching Party, specifying in reasonable detail the nature of the breach and the actions that are required to cure the breach. Failure or delay in giving such notice shall not constitute a waiver of any breach. Except as otherwise expressly provided in this Lease, any failures or delays by either Party in asserting any of its rights and remedies as to any breach of this Lease shall not operate as a waiver of any breach or of any such rights or remedies. Delays by either Party in asserting any of its rights and remedies shall not deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies as are permitted by this Lease. (ii) If a monetary breach occurs, prior to exercising any remedies hereunder, the non-breaching Party shall give the breaching Party written notice of such breach.

The breaching Party shall have a period of five (5) Business Days after such notice is received within which to cure the breach prior to the breach becoming a Default that gives rise to the right to exercise remedies by the non-breaching Party. Notwithstanding the foregoing, if any payment is not received by the injured Party within five (5) Business Days following the due date thereof, then in addition to the remedies conferred upon such Party pursuant to this Lease, a late charge of ten percent (10%) of the amount due and unpaid will be added to the delinquent amount to compensate the injured Party for the expense of handling the delinquency.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

30 (iii) If a
non-monetary breach
of this Lease occurs, prior to exercising
any remedies hereunder, the non-breaching Party shall give the breaching Party written notice of such breach. If the breach is reasonably capable of being cured within thirty (30) calendar days after such notice is received, the breaching Party shall have thirty (30) calendar days after such notice is received within which to cure the breach prior to the breach becoming a Default that gives rise to the right to exercise remedies by the non-breaching Party; provided, however, if the breach is such that it is not reasonably capable of being cured within thirty (30) days and the breaching Party (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure thereafter, then breaching Party shall have such additional time as is reasonably necessary to cure the breach.
(iv) Notwithstanding anything to the contrary contained herein, with respect to any Default arising out of Developer’s failure to continue operations or provide public programing for any period of one hundred eighty (180) days or longer under Exhibit F, Developer shall be entitled to no more than one (1) opportunity to cure such Default in any calendar year.

Upon the occurrence of such Default, City shall provide written notice and Developer shall have sixty (60) days thereafter to cure. If Developer timely cures such Default and subsequently fails to continue operations or provide public programming for a period of sixty (60) days or more within the same calendar year, such second occurrence shall constitute an immediate and incurable Default. Developer shall have no right to additional notice or any further cure period, and the second Default shall give City immediate grounds to terminate the Lease. (j) Remedies Generally. Subject to the notice and cure provisions of Section 25(i) (Notice of Breach; Cure Periods), upon the occurrence of a Default, either Party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover actual damages. Notwithstanding any other provisions of this Lease to the contrary, under no circumstances shall either Party be entitled to recover any consequential, special or punitive damages against the other. Furthermore, in the event of a Default for Developer’s failure to commence construction of the Project by the outside date for commencement of construction of the Project set forth in the Schedule of Performance, as such date may be extended pursuant to the terms of this Lease, City’s sole remedy under this Lease for such Default shall be, following expiration of any applicable notice and cure period, to terminate this Lease. Furthermore, and in addition to Developer’s other rights and remedies, in the event of a Default by City which actually materially impacts Developer’s ability to timely perform its obligations under this Lease, Developer’s performance shall be tolled until such time as the City has cured the Default.

26. Nonwaiver. If any action or proceeding is instituted or if any other steps are taken by City or Developer, and a compromise part payment or settlement thereof shall be made, either before or after judgment, the same shall not constitute or operate as a waiver by City or Developer of any agreement, covenant or condition of this Lease or of any subsequent Default thereof. No waiver of any Default under this Lease shall constitute or operate as a waiver of any subsequent Default hereunder, and no delay, failure or omission in exercising or enforcing any right, privilege, or option under this Lease shall constitute a waiver, abandonment or relinquishment thereof or prohibit or prevent any election under or enforcement or exercise of any right, privilege, or option hereunder. No waiver of any provision hereof by City or Developer shall be deemed to have been made unless and until such waiver shall have been reduced to writing and signed by City or Developer, as the case may be.

27. Representations and Warranties.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

31 (a) City. The
r epresentatio
ns and warranties of City in this Section 27
(Representations and Warranties) are a material inducement for Developer to enter into this Lease. Developer would not agree to enter into this Lease without such representations and warranties of City. City represents and warrants to Developer as of the date of this Lease as follows:
(i) Authority. City is a charter city and municipal corporation. City has full power and authority to enter into this Lease and perform its obligations hereunder. (ii) No Broker. City has not dealt with any real estate broker or finder in connection with this Lease.
(iii) No Conflict. To City’s Representatives’ Knowledge (defined below), the execution of this Lease and the incurrence of the obligations set forth herein do not violate any order or ruling of any court, law or regulation binding on City or any provision of any indenture, agreement or other agreement to which City is a party and that is applicable to the Property. (iv) Pending Litigation. To City’s Representatives' Knowledge, City has not been served with nor received any written notice regarding any action, suit, or proceeding affecting the Property or affecting the right, power or authority of City to enter into and perform this Lease in accordance with its respective terms, or which question the validity or enforceability of this Lease in any court or before any governmental authority, domestic or foreign. (v) Violations of Law. To City’s Representatives’ Knowledge, City has received no written notice of any material violations of federal, state, or local laws currently outstanding and specifically applicable to the Property. (vi) Condemnation. To City’s Representatives’ Knowledge, City has not received written notice of any pending condemnation or eminent domain proceeding against the Property.
(vii) Governmental Proceedings. To City’s Representatives' Knowledge, City has received no written notice of any condemnation, environmental, CEQA, zoning or other land use regulation proceedings specifically directed to the Property or the development of the Project, nor any notice of any special assessment proceedings affecting the Property. (viii) Contracts and Other Agreements. Except as listed on Exhibit I , there are no service or maintenance contracts relating to the Property that will bind Developer after Closing.
(ix) Other Contracts to Convey Property. To City’s
Representatives' Knowledge, City has not entered into any agreements (oral or written) with any party or person other than Developer pursuant to this Lease regarding a conveyance of any form of the Property.
(x) Hazardous Material. To City’s Representatives' Knowledge, City has received no written notice of the existence of Hazardous Materials on, in or under the Property, except for the Hazardous Materials disclosed in the reports listed on Exhibit J.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

32 (xi) Condit
ion of Property. Except as expressly stated herein, City makes no representation or warranty as to the physical or environmental condition of the Property, and Developer acknowledges it is accepting the Property “as-is, where-is.” For purposes of this Section 27 (Representations and Warranties) the term "City’s Representatives' Knowledge" refers to the current, actual knowledge of the Base Reuse and Economic Development Director, with regard to the Property and the Project, with no imputation of knowledge and no duty of investigation or inquiry. City’s representative named in this section shall have no personal liability under this Option Agreement by virtue of acting as a representative of City for the purpose of this definition. (b) Developer. The representations and warranties of Developer in this this Section 27 (Representations and Warranties) are a material inducement for City to enter into this Lease. City would not enter into this Lease for the Property with Developer without such representations and warranties of Developer. Developer represents and warrants to City as of the date of this Lease as follows:
(i) Authority. Developer is a 501(c)3 non- profit organization, duly formed and validly existing and in good standing under the laws of the State of California.

Developer is qualified to do business and is in good standing in the State of California. Developer has full power and authority to enter into this Lease and perform its obligations hereunder. The execution, delivery and performance of this Lease by Developer have been duly and validly authorized by all necessary action on the part of Developer and all required consents or approvals have been duly obtained. This Lease is a legal, valid and binding obligation of Developer, enforceable against Developer in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.
(ii) No Broker. Developer has not dealt with any real estate broker or finder in connection with this Lease.
(iii) No Violation. The execution of this Lease and the incurrence of the obligations set forth in this Lease do not violate any order or ruling of any court binding on Developer or any provision of any indenture, agreement or other instrument to which Developer is a party or may be bound. Neither the entry into nor the performance of this Lease will result in the violation, or conflict with, or invalidate, cancel or make inoperative, or constitute a default under, any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, credit agreement, franchise, permit, judgment, decree, order, eas ement, restriction or other charge, right or interest applicable to Developer. (iv) Bankruptcy. Developer has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition for bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets; or (d) suffered the attachment or other judicial seizure of all or substantially all of its assets.
(v) Threatened Actions . There are no pending, and to Developer’s actual, present knowledge, none threatened in written notice to Developer, actions, suits, arbitrations, claims or proceedings at law, in equity, or otherwise, that would adversely affect Developer’s ability to perform its obligations under this Lease.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

33 28. No Merger. For so long
as any Leasehold Mortgage shall be in effect, there shall be no merger of (a) City’s fee title to the Property, on the one hand, with (b) this Lease and Developer’s leasehold interest, on the other hand, notwithstanding that said fee title and this Lease or the leasehold interest may be owned by the same person or persons. Notwithstanding the foregoing, if Developer exercises the Option for the Option Property and closes on such conveyance, than upon recordation of the deed in connection therewith, the leasehold estate shall be merged with the fee estate in the underlying land and Developer shall hold fee title thereto.

29. No Partnership. It is expressly understood and agreed that City does not by executing this Lease, become a partner of Developer in the conduct of Developer’s business, or otherwise, or a joint venturer or a member of a joint enterprise with Developer.

30. Covenants Run with Land.
(a) Run with the Land. The agreements, covenants and conditions in this Lease contained are and shall be deemed to be covenants running with the Property and shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns.
(b) Successors and Assigns. All references in this Lease to “ Developer” or “City” shall be deemed to refer to and include successors and assigns of Developer or City, respectively, without specific mention of such successors or assigns.

31. Notices. Except as otherwise provided hereunder; any notice or communication to City, Developer shall be in writing and be mailed by certified mail, postage prepaid. Notices or communications shall be addressed to City at:

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

34 If to City: City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Tel: (510) 748-4509 Attn:

City Manager
Email:
[email protected]
one copy to: Attn: D irector o f t he B ase Reuse and
Economic Development Director
Email: [email protected]
second copy to: Attn.: City Attorney
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: Jessica Lomakin, Esq.
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
Email: [email protected]
If to Developer: Radium Presents, Inc.
1201 Sherman Street
Alameda, CA 94501
Attn: Christopher Seiwald
Email: [email protected]
With a copy to: Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attn: Lisa N. Maxwell, Esq.

Email: [email protected]
or such other address or
addresses as Developer shall from time to time designate, or to such agent of Developer as it may from time to time designate, by notice in writing to City. Notices or communications to Lender shall be addressed to Lender at such address as Lender shall from time to time designate by notice in writing to City. Any notice mailed in the manner above set forth shall be deemed to have been received unless returned to the sender by the post office.

32. Estoppel Certificates. Developer or City, as the case may be, will execute, acknowledge and deliver to the other and/or to Lender, within twenty (20) days of request, its certificate certifying (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the modifications), (b) the dates, if any, to which the Rent, and other monetary obligations have been paid, (c) whether there are then existing any charges, offsets or defenses against the enforcement by City of any agreement, covenant or condition hereof on the part of Developer to be performed or observed (and, if so, specifying the same), (d) whether any notice has been given to either Party of any Default which has not been cured, and (e) other factual matters with respect to the Lease reasonably requested by either Party. Any such certificate may be relied upon by a Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

35 prospecti
ve purchaser, mortgagee or trustee under a leasehold deed of trust of the Property or any part thereof.

33. Holding Over. This Lease shall terminate without further notice upon the Expiration Date, and any holding over by Developer after the Expiration Date shall not constitute a renewal hereof or give Developer any rights hereunder or in or to the Property, except as otherwise herein provided, it being understood and agreed that this Lease cannot be renewed, extended or in any manner modified except in writing signed by City and Developer.

34. Severability. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Lease, but this Lease shall be construed as if such invalid, illegal, or unenforceable provisions had not been contained herein.

35. Time. Time is of the essence of each provision of this Lease. Wherever under this Lease there is a day or time period established for performance and such day is or such time period expires on a Saturday, Sunday or holiday, then such time for performance shall be automatically extended to the next Business Day.

36. Consents. Whenever in this Lease the consent or approval of either City or Developer is required or permitted, the Party requested to give such consent or approval will act promptly and will not unreasonably withhold, delay or condition its consent or approval.

37. Memorandum of Lease. Contemporaneously with the execution of this Lease, City and Developer will execute and caused to be recorded in the Official Records, a Memorandum of Lease in the form of Exhibit K hereto (“Memorandum of Lease”).

38. Intentionally Omitted.

39. Integration. This Lease constitutes the entire agreement between City and Developer with respect to the subject matter hereof and supersedes all prior offers and negotiations, oral or written.

40. Amendments. This Lease may not be amended or modified in any respect whatsoever except by an instrument in writing signed by City, Developer and, if required by any Lender, by Lender.

41. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

36 IN WI
TNESS WHEREOF, the Parties have executed this Lease as of the date first written above.

CITY OF ALAMEDA, a charter city and municipal
corporation
By: ____________________________
Name: ____________________________
Its: _____________________________
Approved as to form:

By: _____________________
Name: ___________________
Its: Assistant City Attorney
RADIUM PRESENTS, INC., a California 501(c)(3)
corporation
By: ____________________________
Christopher Seiwald, CEO
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit A
Exhibit A
To Ground Lease
Legal Description of Property
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit A-1
Exhibit A-1
To Ground Lease
Site Plan
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit B
Exhibit B
To Ground Lease
Developer’s Off-Site Work
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit C
Exhibit C
To Ground Lease
City’s Off-Site Work
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit D
Exhibit D
To Ground Lease
Confirmation of Lease Term
This Confirmation of Lease Term is made by and between the City of Alameda, a charter city and California municipal corporation, as landlord (“City”), and Radium Presents, Inc., a California 501(c)(3) corporation, as tenant (“Developer”), who agree as follows:

1. City and Developer entered into a Ground Lease dated ____________, 20__ (“Lease”), in which City ground leased to Developer and Developer ground leased from City the Property (as defined in the Lease).

2. City and Developer agree to confirm the following:
a. __________________, 20__, is the Commencement Date.
b. __________________, 20__, is the Expiration Date.

3. Developer hereby confirms that the Lease is in full force and effect and that the Lease has not been modified, altered or amended, except as follows:
__________________________________________________________;

4. The provisions of this Confirmation of Lease Term shall inure to the benefit of, or bind, as the case may require, the parties and their respective successors, subject to the restrictions on transfer and subleasing contained in the Lease.

CITY OF ALAMEDA, a charter city and municipal
corporation
By: ____________________________
Name: ____________________________
Its: _____________________________
RADIUM PRESENTS, INC., a California 501(c)(3)
corporation
By: ____________________________
Christopher Seiwald, CEO
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit E
Exhibit E
To Ground Lease
Purchase Agreement
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

1 AGREEME

NT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is entered into as of _________, ____ (“Effective Date”), by and between the City of Alameda, a California municipal corporation (“Seller”), and Radium Presents, Inc., a California 501(c)3 corporation (“Buyer”). Buyer and Seller shall be referred to herein from time- to-time as the “Parties.”

RECITALS
A. Seller is the owner of that certain real property in the City of Alameda, County of Alameda ("County"), State of California, consisting of approximately 1.72 acres of land, commonly referred to as Blocks 12 and 13 of the Site A project site, plus other adjacent property located in an area commonly known and referred to as Alameda Point, including access to certain parking, as described and shown on Exhibit A attached hereto and incorporated herein and as depicted in the “Site Plan” set out on Exhibit A-1 attached hereto and incorporated herein (“Property”).

B. Pursuant to that certain Ground Lease dated ______, ____ between Seller and Buyer (“Lease”), Seller leased the Property to Buyer for the development and construction of the Project (as defined in Section 1.1), including a performing arts center with a plaza that is open to the public. The Lease included a purchase option (“Option”) in favor of Buyer with respect to the Project, which Option was subject to certain conditions precedent described in the Lease.

C. Seller has determined that Buyer has satisfied or with respect to the Covenant (as defined in Section 6.2(a)), will satisfy at the time of Closing (as defined in Section 4.2) the conditions precedent entitling Buyer to exercise the Option.

D. Buyer has timely and effectively exercised the Option during the Option Period (as defined in the Lease).

E. Pursuant to the formula and calculation process contained in the Lease, the Parties have determined the Project’s FMV (as defined in the Lease), and will use the FMV as the Purchase Price (as defined in Section 2) of the Project, as further described in this Agreement.

F. Seller desires to sell and Buyer desires to purchase the Project upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, and the mutual covenants and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

AGREEMENT

1. Purchase; Reserved Easement; Right of First Offer and Refusal.

1.1 Agreement to Sell and Buy the Project. Seller agrees to sell and Buyer agrees to buy, without warranty, upon the terms and conditions set forth herein:

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

2 a. The Propert
y;
b. A
ll rights,
privileges, rights of way and easements appurtenant to, belonging to or serving the Property, including access and use rights related to the Project Parking Lot (as defined in the Lease and shown on the Site Plan) (“Appurtenants”); c. All personal property located on or about the Property (“Personal Property”); and
d. All improvements, alterations, structures and buildings located on the Property (“Improvements”).

The Property, Appurtenants, Personal Property and Improvements are collectively referred to herein as the “Project”. The Property, Appurtenants and Improvements are collectively referred to herein as the “Real Property.”

1.2 Reserved Easement. Notwithstanding the forgoing, at Closing, Seller will retain for the benefit of Seller and the general public, the Plaza Easement (as defined in Section 10 the Lease), as shown on the Site Plan, which was recorded on ________ in the “ Official Records” of the County as Document No. ________.

1.3 Seller Right of First Offer and Refusal. As set forth in Section 4 of the Lease, Seller shall have a Right of First Offer and Refusal (“Purchase Right”), in the event Buyer elects to voluntarily sell the Project following the date on which Buyer takes title thereto.

This Purchase Right shall be described in detail in the Covenant (as defined in Section 6.2 below) to be recorded prior to the Grant Deed.

1.4 Parking. As required under the Lease, Seller has constructed the Project Parking Lot consistent with the Alameda Point Transportation Demand Management Plan (2014), as amended, to provide off-site parking spaces sufficient for the Project. a. Available Public Parking. The parties acknowledge and agree that Project occupants, invitees, staff, employees, users, and visitors shall have a non-exclusive right to use any existing or future parking spaces within the general publicly available parking inventory serving the Property, including, without limitation, those located in the Project Parking Lot, subject at all times to the same rules, regulations, rates, fees, and responsibilities applicable to all users of such parking facilities.
b. Minimum Public Parking. As a result of the temporary nature of the Project Parking Lot, the parties acknowledge that the location of parking for the Project may be changed by Seller during the term of this Agreement or following Closing. Notwithstanding the foregoing, Seller agrees that during the term of this Agreement and in perpetuity following Closing, it shall provide and make available within 1/4 mile of the Project site no less than one hundred sixty (160) publicly available and managed parking spaces (“Minimum Off-Site Parking Requirement”), which parking spaces, irrespective of location, shall be available for use by the Project and its occupants, invitees, staff, employees, users, and visitors, as described herein.
c. Remedies for Inadequate Off-Site Parking Requirement.

Insufficient Parking being available to the Project at any time may, depending upon surrounding conditions and available alternatives, result in harm to Buyer due to (i) loss of revenues because Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3 of reduct
ions in attendance at Project events resulting from customer dissatisfaction, thus interfering with Buyer’s ability to successfully operate the Project; and (ii) resulting reputational injuries, the extent of which may be difficult to ascertain or quantify. Therefore, the parties agree as follows:
i. If Buyer reasonably determines at any time that the
Minimum Off-Site Parking Requirement is not being met by Seller because the number of available parking spaces is below the Minimum Off-Site Parking Requirement (“Parking Deficiency”), Buyer shall deliver written notice to Seller stating the number of parking spaces below the Minimum Off-Site Parking Requirement (measured between the 10th and the 20th day of such month) including reasonable supporting data demonstrating a Parking Deficiency (“Notice of Parking Deficiency”). Within ten (10) days following Seller’s receipt of the Notice of Parking Deficiency, the parties shall meet in good faith to confirm whether a Parking Deficiency exists. If a Parking Deficiency is confirmed by mutual agreement of the parties, Seller shall have thirty (30) days (subject to any Force Majeure Delay) from the date of its receipt of the Notice of Parking Deficiency to cure the Parking Deficiency and cause the Minimum Off-Site Parking Requirement to be met.
ii. During the thirty (30) day period following Seller’s receipt of Buyer’s Notice of Parking Deficiency, the parties shall immediately engage in a mandatory meet and confer process to discuss the Parking Deficiency and explore feasible solutions to cure the Parking Deficiency. The parties’ discussions may include, without limitation, potential solutions such as:
(a) Leasing or licensing additional parking spaces from third-party property owners;
(b) Partnering with transit or mobility service providers to offer shuttle services for Project patrons, staff, artists, and other invitees; or (c) Such other creative options as the parties may
determine.
d. Survival . This provision this Section 1.4 shall survive Closing in all respects and continue in full force and effect tin perpetuity hereafter.

1.5 Purchase Price. The purchase price (“Purchase Price”) for the Project is the FMV of ______________________ and 00/100 Dollars ($_______), as determined by the Parties pursuant to the Lease.

1.6 Payment of Purchase Price and Independent Consideration. The Purchase Price and Independent Consideration (as defined below) for the Project shall be payable by Buyer as follows:

1.7 Deposit. Within five (5) business days after the full execution of this Agreement, Buyer shall deposit with Escrow Holder (as defined in Section 4.1), in cash, by certified or bank cashier’s check made payable to Escrow Holder, or a confirmed wire transfer of funds, the sum of Fifty Thousand and 00/100 Dollars ($50,000) (“Deposit”). The Deposit shall be deposited in an interest-bearing escrow account and all interest thereon shall be deemed part of the Deposit. If the transaction contemplated herein does not close, the Deposit and all interest accrued thereon shall be refunded to Buyer, this Agreement and the Escrow shall Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4 terminat
e and the Parties shall have no further obligations to one another with respect to this Agreement, except as otherwise expressly provided for herein.

1.8 Independent Consideration. Upon the Opening of Escrow (as defined in Section 4.1), Buyer shall deposit with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or a confirmed wire transfer of funds, the sum of One Hundred and 00/100 Dollars ($100.00) (“Independent Consideration”). Buyer and Seller have bargained for and agree that the Independent Consideration is consideration for Buyer’s rights under this Agreement. Upon receipt, the Escrow Holder shall immediately release the Independent Consideration to Seller, and notwithstanding any provision in this Agreement to the contrary, the Independent Consideration shall be nonrefundable to Buyer in all circumstances.

1.9 Purchase Price Balance. Provided all of the other conditions precedent to Buyer’s obligation to purchase the Project are timely satisfied, prior to the Close of Escrow, Buyer shall deposit with Escrow Holder by cash, wire transfer, cashier’s check, or other immediately available funds the difference between (i) the Purchase Price and (ii) the Deposit (“Purchase Price Balance”), plus such other funds as described in Sections 8.1 and 9.

1.10 Community Facilities District. Buyer acknowledges that the Property is located within Community Facilities District No. 17-1 (“CFD 17-1”), formed by the City of Alameda to finance annual public services and transportation demand management services associated with Alameda Point development. Buyer further acknowledges that, following the Close of Escrow, all special taxes and assessments levied by CFD 17-1 against the Property, including any future increases, annexations, or modifications to the Rate and Method of Apportionment (“RMA”) as adopted by the City, shall be the sole responsibility of Buyer.

2. Escrow.

2.1 Opening of Escrow. Within two (2) business days after the Effective Date, Buyer shall open an escrow (“Escrow”) with First American Title Insurance Company, Attention:

Ted V. Bigornia, located at 1280 Civic Drive, Suite 104, Walnut Creek, CA 94596 (“Escrow Holder”), by providing Escrow Holder a fully executed Agreement or Buyer’s and Seller’s signed counterparts of this Agreement (“Opening of Escrow”). Escrow Holder shall acknowledge the date of the Opening of Escrow by signing and returning the Escrow Holder Receipt at the end of this Agreement. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder or other instruments as may reasonably be required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. In addition, Buyer and Seller may execute such supplemental Escrow instructions as may be reasonable and appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control.

2.2 Close of Escrow. For purposes of this Agreement, “Close of Escrow” or “Closing” shall be defined as the date that the grant deed, the form of which is attached hereto as Exhibit B (“Grant Deed”), conveying the Real Property to Buyer, is recorded in the Official Records of the County. The date upon which the Close of Escrow actually occurs shall sometimes be referred to herein as the “Closing Date.” The Closing Date shall be fifteen (15) Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

5 days fol
lowing satisfaction or written waiver of all conditions set forth in Section 5, Section 6.1 and Section 6.2, or such other date as the Parties may mutually agree.

3. Title to the Real Property.

3.1 Permitted Exceptions to Title. At the Close of Escrow, title to the Real Property shall be conveyed to Buyer by Seller subject only to the following matters (collectively, “Permitted Exceptions to Title”):
a. Those exceptions to title approved by Buyer or otherwise deemed Permitted Exceptions pursuant to Section 6.1 below;
b. The standard printed exceptions set forth in the ALTA Standard Policy;
c. General and special real property taxes and assessments for the current fiscal year, a lien not yet due and payable; and d. Any exceptions directly or indirectly caused by Buyer (including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Project by Buyer).

3.2 Title Policy. As a condition to the Close of Escrow, Title Company (as defined in Section 6.1.a) shall issue to Buyer a commitment to issue an ALTA Standard Coverage Owner’s Policy of Title Insurance (“ALTA Standard Policy”) in the amount of the Purchase Price naming Buyer as proposed insured, which ALTA Standard Policy shall provide title insurance subject only to the Permitted Exceptions to Title. (1) Buyer shall have the right to procure an ALTA Extended Coverage Owner’s Policy of Title Insurance (“ALTA Extended Policy”). Buyer shall pay for the increased cost of such ALTA Extended Policy, the cost of any survey that the Title Company requires for issuance of an ALTA Extended Policy and for the cost of any other endorsements or increase in the amount or scope of title insurance if Buyer elects to increase the amount or scope of title insurance coverage.
(2) The costs associated with the ALTA Standard Policy shall be paid as provided in Section 9, provided, however, that Buyer may elect to obtain extended coverage and/or have any endorsements provided by the Title Company so long as (i) such endorsements (or amendments) shall be at no cost or additional liability to Seller; and (ii) Buyer shall use commercially reasonable efforts to secure such endorsements from the Title Company prior to Closing. The ALTA Standard Policy or the ALTA Extended Policy, as selected by Buyer, plus such endorsements and amendments as required by Buyer shall be collectively referred to as the “Title Policy.”

4. Conditions to Close of Escrow.

4.1 Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof in its sole and absolute discretion) on or prior to the dates designated below for the satisfaction of such conditions:

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

6 a. Title Review. Within
five (5) business days of the Effective Date,
Buyer shall, at its sole cost, obtain: (i) a preliminary report or title commitment (“Preliminary Report”) prepared by Escrow Holder’s affiliated underwriter (“Title Company”); and (ii) copies of all matters of record described therein (“Underlying Documents”) in order to review and approve or object to the condition of title to the Real Property as set forth on the Preliminary Report (“Title Review Period”). In the event that Buyer objects to Seller’s title for any reason or to any other item disclosed by the Preliminary Report, Buyer shall have ten (10) business days following receipt of the Preliminary Report to deliver written notice ("Buyer's Title Notice") to Seller specifically identifying all objections to any such item or to the condition of Seller's title.

Failure of Buyer to provide a Buyer's Title Notice shall be deemed approval by Buyer of the condition of title to the Real Property as set forth in the Preliminary Report, and all matters shown thereon shall be deemed Permitted Exceptions to Title. Seller shall, within seven (7) business days following receipt of Buyer's Title Notice, deliver written notice ("Seller's Title Notice") to Buyer informing Buyer whether or not Seller elects, in its sole discretion, to attempt to eliminate or cure any such matter to which an objection has been raised. In the event Seller advises Buyer in Seller's Title Notice that Seller will not eliminate or cure the matter(s) to which Buyer has objected, Buyer shall, within seven (7) business days after receipt of Seller’s Title Notice either: (i) accept title subject to the matters to which Buyer has objected, which matters shall be then deemed Permitted Exceptions to Title; or (ii) terminate this Agreement with written notice to Seller, in which event the Deposit and all interest accrued thereon shall be refunded to Buyer and the Parties shall have no further obligations to each other under this Agreement, except for obligations which expressly survive the termination of this Agreement. In the event that Seller advises Buyer in Seller's Title Notice that Seller will attempt to eliminate or cure any matter to which an objection is made, Buyer's right to terminate this Agreement will be suspended, and Seller shall use reasonable efforts to do so prior to the Closing Date. If Seller is unable to eliminate or cure any such matter that Seller has agreed to attempt to eliminate or cure, despite Seller's reasonable efforts to do so, Buyer shall have the right to either: (A) terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be refunded to Buyer and the Parties shall have no further obligations to each other under this Agreement except for obligations which expressly survive the termination of this Agreement; or (B) waive such failure by Seller in writing, and accept condition of title to the Real Property subject to the matters to which Buyer has objected and Seller was unable to eliminate or cure prior to the Closing Date, and those matters shall then become Permitted Exceptions to Title.

Notwithstanding any other provision of this Section 6.1.a, on or before the Closing Date, Seller shall remove of record any monetary liens or encumbrances voluntarily created by Seller that affect title to the Real Property, including without limitation, mortgages, deeds of trust, judgment liens, or mechanic’s or materialmen’s liens (excluding any liens arising from Buyer’s acts or omissions), which shall all be considered Unpermitted Exceptions to Title (as defined below). In lieu of removal, Seller may, at its option cause the Title Company to agree to insure over any such lien, but only to the extent the Title Company is willing to do so without cost, bond, or indemnity to Seller and provided such is acceptable to Buyer in its reasonable discretion.

Except as provided herein, no voluntary liens, including without limitation, deeds of trust, loan or lender agreements, tax liens for delinquent real estate taxes, other liens for unpaid assessments or fees, or leases (recorded or unrecorded), shall be included within the Permitted Exceptions to Title unless specifically approved in writing by Buyer, and all such liens shall be deemed Unpermitted Exceptions to Title. Seller agrees to work cooperatively with Buyer and Title Company to remove or address any outstanding title issues, to Buyer’s reasonable satisfaction, prior to and as a condition of Closing (“Unpermitted Exceptions to Title”). b. No Material Representation Change. There shall be no Material Representation Change (as defined in Section 10.15).

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

7 c. No Material Adverse
Change. There shall be no Material Adverse
Change (as defined in Section 10.15).
d. Seller’s Obligations. As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement. e. Seller’s Representations and Warranties. All of Seller’s representations and warranties set forth in Section 12 shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.

4.2 Conditions to Seller’s Obligations. For the benefit of Seller, the Close of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the following conditions (or Seller’s waiver thereof in its sole and absolute discretion):
a. Covenant . Buyer has prepared and will cause to be recorded in the Official Records at the Close of Escrow, prior to recordation of the Grant Deed, a restrictive covenant, in a form and substance as reasonably approved by Seller in a form consistent with Exhibit O of the Parties’ Lease (“Covenant”), to ensure, among other things, that the Project is used in perpetuity for uses benefitting Seller and that the Community Benefits Statement is adhered to by Buyer.
b. Buyer’s Obligations. As of the Close of Escrow, Buyer shall not be in material default and this Agreement and shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Buyer including, without limitation, the timely deposit of all monies required to be deposited by Buyer under this Agreement. c. Buyer’s Representations and Warranties. All of Buyer’s representations and warranties set forth in Section 14 hereof shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.

5. Deposits by Seller. At least one (1) day prior to the Close of Escrow, Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:

5.1 Grant Deed. The Grant Deed, signed and acknowledged by Seller.

5.2 Bill of Sale. A bill of sale (“Bill of Sale”) in the form attached hereto as Exhibit C, executed by Seller transferring to Buyer at Closing all Personal Property on the Real Property, which Bill of Sale shall include an exhibit describing the Personal Property.

5.3 Seller’s Certificate. A certificate of non-foreign status (“Seller’s Certificate”), completed and signed by Seller and acceptable to Title Company.

5.4 Closing Statement. A closing statement prepared by the Title Company and approved by Seller and Buyer (“Closing Statement”), signed by Seller.

5.5 California Form 593. A Form 593, completed and signed by Seller and acceptable to Title Company.

5.6 An Owner’s Affidavit. If required by the Title Company and reasonably acceptable to Seller, an Owner’s Affidavit acceptable to the Title Company, completed and signed by Seller.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

8 5.7 Other
Documentation. Such other documentation and/or instruments required hereunder or reasonably required by Buyer or the Title Company for the Close of Escrow, provided that Seller and Buyer shall not be required to execute or deliver any document or instrument that materially increases any of either party’s obligations or materially decreases either party’s rights under the terms and provisions of this Agreement.

6. Deposits by Buyer. At least one (1) day prior to the Close of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder the following monies, documents and instruments:

6.1 Funds. The Purchase Price Balance, plus funds to cover Buyer’s share of the Costs and Expenses set forth in Section 9.

6.2 Covenant. The Covenant to be executed by Seller and recorded as an encumbrance on title to the Project.

6.3 Closing Statement. The Closing Statement, signed by Buyer.

6.4 PCOR. Any transfer tax or change of ownership form, affidavit or declaration required by any laws with respect to the transfer of title to the Project, signed by Buyer in form for filing with the applicable governmental authority.

6.5 Other Documentation. Such other documentation and/or instruments required hereunder or reasonably required by Seller or the Title Company for the Close of Escrow (it being understood that Seller and Buyer shall not be required to execute or deliver any document or instrument that materially increases any of either party’s obligations or materially decreases either party’s rights under the terms and provisions of this Agreement).

7. Costs and Expenses.

7.1 Seller. Seller shall pay: (a) the title insurance premiums and charges for the ALTA Standard portion of the Title Policy; (b) one-half of the escrow fees; and (c) all costs and expenses incurred in removing or resolving Unpermitted Exceptions to Title to the extent Seller has agreed to so remove.

7.2 Buyer: Buyer shall pay: (a) the cost and expense of the Title Report, the premium payable in connection with Buyer’s obtaining an ALTA Extended Policy, including updating or obtaining an ALTA survey of the Real Property, and the cost of all endorsements to the Title Policy, that are desired by Buyer; (b) one-half of the escrow fees; (c) the recording fees; and (d) all costs and expenses incurred in connection with obtaining any financing for the purchase of the Real Property, including title, escrow, documentation and appraisal costs relating thereto, and the cost of any lender’s policy of title insurance.

7.3 Other Expenses. Except as provided in this Section 9, each party will pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation: (a) all costs and expenses stated herein to be borne by a party, and (b) all of their respective consulting, accounting, legal and appraisal fees.

7.4 Seller is Public Agency. The Parties acknowledge that Seller is a public agency and, as such, is exempt from all recording fees and documentary transfer taxes.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

9 7.5 Custom.

Al l other
Closing Costs shall be paid in the manner customary in
Alameda County.

7.6 The provisions of Section 9 shall survive the Close of Escrow.

8. Prorations . Water, sewer, utility charges, other recurring expenses normal to the operation and maintenance of the Project and taxes shall be paid by Buyer and Seller at Closing as set out in the Lease.

9. Disbursements and Other Actions by Escrow Holder. Upon the Close of Escrow, the Escrow Holder shall promptly undertake all of the following in the manner indicated:

9.1 Recording. Cause first the Covenant, then the Grant Deed and any other documents which the Parties hereto may mutually direct, to be recorded in the Official Records of the County in the order set forth above.

9.2 Funds. Disburse from funds deposited by Buyer with Escrow Holder toward payment of all items chargeable to the account of Buyer, as set out on the Closing Statement, including, without limitation, the payment of the Purchase Price to Seller, and disburse the balance of such funds, if any, to Buyer.

9.3 Document Delivery. Deliver originals and conformed copies of all documents to Seller and Buyer as appropriate.

9.4 Title Policy. Cause the Title Company to issue the Title Policy to Buyer.

10. Seller Representations and Warranties.

10.1 Authority. Seller is a charter city and municipal corporation. Seller has full power and authority to enter into this Agreement and to perform this Agreement.

10.2 Foreign Person. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.

10.3 No Broker. Seller has not dealt with any real estate broker or finder in connection with the sale of the Real Property to Buyer or this Agreement.

10.4 No Conflict. To Seller’s Representatives’ Knowledge (as defined below), the execution of this Agreement and the incurrence of the obligations set forth in this Agreement do not violate any order or ruling of any court, law or regulation binding on Seller or any provision of any indenture, agreement or other agreement to which Seller is a party and that is applicable to the Project.

10.5 Pending Litigation. To Seller’s Representatives' Knowledge, Seller has not been served with nor received any written notice regarding any action, suit, or proceeding affecting the Project or affecting the in accordance with its respective terms, or which question the validity or enforceability of this Agreement, in any court or before any governmental authority, domestic or foreign.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

10 10.6 Violat
ions of Law. To Seller’s Representatives’ Knowledge, Seller has received no written notice of any material violations of federal, state, or local laws currently outstanding and specifically applicable to the Project.

10.7 Eminent Domain. To Seller’s Representatives’ Knowledge, Seller has not received written notice of any pending eminent domain proceeding against the Project.

10.8 Governmental Proceedings. To Seller’s Representatives' Knowledge, Seller has received no written notice of any condemnation, environmental, CEQA, zoning or other land use regulation proceedings specifically directed to the Project or the development of the Project, nor any notice of any special assessment proceedings affecting the Project.

10.9 Contracts and Other Agreements. Apart from CFD 17-1, there are no service or maintenance contracts relating to the Project that will bind Buyer after Closing.

10.10 Other Contracts to Convey Project. To Seller’s Representatives' Knowledge, Seller has not entered into any agreements (oral or written) with any person or entity other than Buyer pursuant to this Agreement regarding a conveyance of any form of the Project.

10.11 Hazardous Material. To Seller’s Representatives' Knowledge, Seller has received no written notice of the existence of Hazardous Material on, in or under the Real Property, except for the Hazardous Materials disclosed in the reports listed on Exhibit D. The term “Hazardous Material” as used herein shall mean any hazardous or toxic substances, materials, chemicals, or wastes in any form and in any concentration that is or becomes, prior to the Close of Escrow, regulated by the United States or any state or local government authority having jurisdiction over the Project (including any present order or agreement imposing liability or standards concerning any such substances, materials, chemicals, or wastes and any future such order or agreement that becomes effective prior to the Close of Escrow), and includes without limitation: any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675); any “hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k); petroleum products; volatile organic compounds; radioactive materials; asbestos and lead paint, in any form or condition; and substances or compounds containing PCBs. The term “Environmental Law” as used herein shall mean any federal, state, or local law, ordinance or regulation, or any order, demand or guidance document of any governmental agency, relating to Hazardous Materials. Buyer shall rely solely upon its own investigation and inspection of the Project and is improvements thereon and upon the aid and advice of Buyer's independent expert(s) in purchasing the Project, and shall take title to the Real Property without any warranty, express or implied, by Seller or any employee or agent of Seller with respect to Hazardous Materials in, on or under the Property. Seller's knowledge and disclosures regarding Hazardous Materials are limited to the contents of Seller's Deliveries.

10.12 Condition of Real Property. Except as expressly stated herein, Seller makes no representation or warranty as to the physical or environmental condition of the Real Property, including but not limited to its fitness for a particular use, and Buyer acknowledges it is in possession of the Real Property pursuant to the Lease and is accepting the Real Property “as-is, where-is.”
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

11 10.13 Bankrupt
cy. Sell er ha
s not (a) made a general assignment for the benefit
of creditors; (b) filed any voluntary petition for bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets; or (d) suffered the attachment or other judicial seizure of all or substantially all of its assets.

10.14 Seller Representatives. For purposes of this Section 12, the term "Seller’s Representatives' Knowledge" refers to the current, actual knowledge of the Base Reuse and Economic Development Director, with regard to the Real Property and the Project, with no imputation of knowledge and no duty of investigation or inquiry. Seller’s representative named in this section shall have no personal liability under this Agreement by virtue of acting as a representative of Seller for the purpose of this definition.

10.15 Material Representation Change; Material Adverse Change. If, prior to the Closing Date, Seller becomes aware of any fact or circumstance that would (i) materially change a representation or warranty of Seller in this Agreement (“Material Representation Change”) or (ii) constitute a material adverse change in the Project or its future use or operation (“Material Adverse Change”), then Seller shall promptly, and in all events at least five (5) days prior to the Closing Date (and the Closing Date shall be extended if necessary to give Buyer five(5) days to review such Material Adverse Change), give written notice of such Material Representation Change or Material Adverse Change to Buyer.

10.16 Survival. Seller’s representations set forth in this Section 12 shall survive the Close of Escrow for a period of twelve (12) months after the Close of Escrow and shall not be merged into or defeated by the execution, delivery, or recordation of the Grant Deed.

Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer or Seller be liable to the other for any consequential, special, incidental, punitive, exemplary, speculative, remote, or indirect damages, including without limitation loss of profits, loss of use, diminution in value, or business interruption damages, arising out of or relating to any breach of any representation, warranty, covenant, or obligation of the other under this Agreement, whether arising in contract, tort, statute, or otherwise. Buyer’s and Seller’s respective damages, if any, for any such breach shall be limited solely to Buyer’s or Seller’s respective actual, direct damages. The limitations in this Section shall survive the Close of Escrow for the same period as the representations and warranties of each party shall survive, as described herein.

11. Seller’s Covenants. Seller agrees as follows:

11.1 Non-Solicitation. Seller shall not list or market the Project for sale or lease or otherwise solicit or entertain any offer to purchase or lease the Project while this Agreement is in effect.

11.2 Leases; Agreements for Use or Possession. Seller shall not, without Buyer’s prior written approval, enter into any lease, license, occupancy agreement or easement or other agreement with any party conveying the right to use or possess the Project, between the Effective Date and the earlier of Close of Escrow or termination of this Agreement.

11.3 Litigation. Seller shall immediately notify Buyer of any lawsuits, condemnation proceedings, rezoning, or other governmental order or action, or any threat thereof, known to Seller which might affect the Project or any interest of Buyer.

12. Buyer Representations and Warranties.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

12 12.1 Authori
ty. Buye r i
s a 501(c)3 non-profit organization, duly formed and
validly existing and in good standing under the laws of the State of California. Buyer is qualified to do business and is in good standing in the State of California. Buyer has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action on the part of Buyer and all required consents or approvals have been duly obtained. This Agreement is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.

12.2 No Broker. Buyer has not dealt with any real estate broker or finder in connection with the sale of the Real Property from Seller or Agreement.

12.3 No Violation. The execution of this Agreement and the incurrence of the obligations set forth in this Agreement do not violate any order or ruling of any court binding on Buyer or any provision of any indenture, agreement or other instrument to which Buyer is a party or may be bound. Neither the entry into nor the performance of this Agreement will result in the violation, or conflict with, or invalidate, cancel or make inoperative, or constitute a default under, any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, credit agreement, franchise, permit, judgment, decree, order, easement, restriction or other charge, right or interest applicable to Buyer.

12.4 Bankruptcy. Buyer has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition for bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets; or (d) suffered the attachment or other judicial seizure of all or substantially all of its assets.

12.5 Threatened Actions. There are no pending, and to Buyer’s actual knowledge, none threatened in written notice to Buyer, actions, suits, arbitrations, claims or proceedings at law, in equity, or otherwise, that would adversely affect Buyer’s ability to perform its obligations under this Agreement.

12.6 As-Is. Subject to Seller's representations, warranties and express obligations contained herein, Buyer's election to purchase the Real Property will be based upon and will constitute evidence of Buyer's independent investigation of the Property, its use, development potential and suitability for Buyer's intended use, including (without limitation) the following: the feasibility of continuing to develop the Real Property for the purposes intended by Buyer and the conditions of approval for any subdivision map (if applicable); the size and dimensions of the Real Property; the availability, cost and adequacy of water, sewage and any utilities serving or required to serve the Real Property; the presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Real Property; any surface, soil, subsoil, fill or other physical conditions of or affecting the Real Property, such as climate, geological, drainage, air, water or mineral conditions; the condition of title to the Real Property; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property for any existing or proposed development thereof including but not limited to zoning, building, subdivision, environmental or other such regulations; the necessity or availability of any general or specific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

13 requiremen
ts of any improvement agreements; requirements of the California Subdivision Map Act, and any other governmental permits, approvals or acts (collectively “Permits”); the necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations or the obtaining of any required Permits; the presence of endangered plant or animal species upon the Real Property; and all of the matters concerning the condition, use, development or sale of the Real Property.

Seller will not be liable for any loss, damage, injury or claim to any person or property arising from or caused by the development or operation of the Real Property by Buyer.

Except with respect to a default by Seller hereunder (including a breach of Seller's warranties and representations), Buyer at the Close of Escrow expressly waives its rights granted under California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.”
Buyer's Initials: ________ Seller's Initials: ________.

12.7 Material Representation Change. If, prior to the Closing Date, Buyer becomes aware of any fact or circumstance that would constitute a Material Representation Change, then Seller shall promptly, and in all events at least five (5) days prior to the Closing Date (and the Closing Date shall be extended if necessary to give Buyer five (5) days to review such Material Adverse Change), give written notice of such Material Representation Change or Material Adverse Change to Buyer.

12.8 Survival. Buyer’s representations set forth in this Section 14 shall survive the Close of Escrow for a period of twelve (12) months after the Close of Escrow and shall not be merged into or defeated by the execution, delivery, or recordation of the Grant Deed.

13. Default .

13.1 Buyer Default; Liquidated Damages; Limitation on Liability. IF CLOSE OF ESCROW DOES NOT OCCUR DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ANY CONDITION SET FORTH IN SECTION 4.2, WHICH

BUYER FAILS TO PERFORM PRIOR TO THE CLOSE OF ESCROW AND FAILS TO CURE

ANY SUCH BREACH WITHIN A REASONABLE PERIOD OF TIME FOLLOWING WRITTEN

NOTICE FROM SELLER, AND SELLER IS READY, WILLING AND ABLE TO

CONSUMMATE THE SALE CONTEMPLATED HEREIN AND SELLER IS NOT IN DEFAULT

OF ITS OBLIGATIONS HEREUNDER, THEN SELLER AND BUYER AGREE THAT THE

DEPOSIT AND ANY ACCRUED INTEREST EARNED ON THE DEPOSIT SHALL BE DISBURSED TO AND RETAINED BY SELLER. THE PARTIES AGREE SELLER’S

RETENTION OF THE DEPOSIT MADE BY BUYER AS SET FORTH HEREIN IS NOT A

FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT SHALL BE AND IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (AS SAID LAWS MAY BE MODIFIED, REPLACED AND SUPPLEMENTED). THE PARTIES HEREBY ACKNOWLEDGE AND AGREE SELLER’S ACTUAL DAMAGES, IN THE Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

14 EVENT

OF A DEFAULT HEREUNDER BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS

BELOW, THE PARTIES ACKNOWLEDGE THE AMOUNT OF THE DEPOSIT MADE HAS

BEEN AGREED UPON, AFTER NEGOTIATION AND TAKING INTO CONSIDERATION ALL CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES, AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST

BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A MATERIAL DEFAULT BY BUYER UNDER THIS AGREEMENT. THE PARTIES HEREBY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. IN PLACING THEIR INITIALS BELOW, EACH

PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE

ABOVE AND THE FACT EACH PARTY WAS REPRESENTED BY COUNSEL WHO

EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE.

SELLER: ______ BUYER: _________

13.2 Seller’s Default. In the event the sale of the Project as contemplated hereunder is not consummated due to Seller’s default hereunder, including the failure of any condition set forth in Section 6.1, which Seller fails to perform prior to the Close of Escrow and fails to cure any such breach within a reasonable period of time following written notice from Buyer, Buyer may, as its sole remedy, either elect (i) to receive the return of the Deposit, plus interest accrued thereon, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder (with Buyer thereby waiving any other remedy, including, specific performance, which Buyer may have against Seller), or (b) to enforce specific performance of Seller’s obligation to convey the Project to Buyer in accordance with the terms of this Agreement, provided that Buyer files suit for specific performance on or before one hundred eighty (180) days following the date upon which Closing was to have occurred.

14. No Personal Liability. None of the principals, members, officers, directors, agents, or employees of Seller or Buyer shall be personally or individually liable under this Agreement and the other party shall not look to any of the principals, members, officers, directors, agents, or employees of Seller or Buyer personally or individually for the satisfaction of any claim under this

15. Damage or Condemnation Prior to Closing. Prior to the Close of Escrow, both Buyer and Seller shall promptly notify the other upon becoming aware of any casualty affecting the Project, and Seller shall promptly notify Buyer of any written notice of condemnation affecting the Project. If any such damage or proceeding relates to or may result in the loss of any material portion of the Real Property, then Buyer shall, at its option, elect in writing to Seller and Escrow Holder not later than two (2) days prior to the scheduled date for the Close of Escrow as determined pursuant to Section 4.2 hereof, either to: (a) terminate this Agreement, in which event the Deposit and all other funds deposited by Buyer into and remaining in Escrow together with any interest accrued thereon shall be returned to Buyer and neither party shall have any further rights or obligations hereunder (except those obligations of this Agreement that by their terms survive termination); or (b) continue the Agreement in effect without adjustment to the Purchase Price and Seller shall have no obligation for any repair or restoration to the Real Property, in which event upon the Close of Escrow, Buyer shall be entitled to any compensation, insurance proceeds, awards or other payments or relief resulting from such casualty or condemnation proceeding relating to the Project.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

15 16. Notices. All notic
es or other communications required or permitted hereunder shall be in writing, and shall sent by certified mail, postage prepaid, return receipt requested or by a recognized overnight courier to address for the party set forth below and shall be deemed received upon the date of delivery to the address of the person to receive such notice as evidenced by the return receipt or proof of delivery slip of such overnight courier. In addition, notice may be provided by electronic transmission (email), in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by certified mail, postage prepaid, return receipt requested, or sent by express delivery or overnight courier service. Any notice given by email shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a non-business day.

To Seller:

City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Tel: (510) 748-4509
Attn: City Manager
Email: [email protected]
and,
Attn: Director of the Base Reuse and Economic
Development Director
Email: [email protected]
and,
Attn.: City Attorney
Email: [email protected]
With an additional copy to:

Best B
est & Krieger LLP
Attn: Jessica Lomakin, Esq.
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
Email: [email protected]
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

16 To Buyer:

Radium P
resents, Inc.
1201 Sherman Street
Alameda, CA 94501
Attn: Christopher Seiwald
Email: [email protected]
With an additional copy to:

Burke,
Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attn: Lisa N. Maxwell, Esq.

Email: [email protected]

17. No Recov
ery of Legal Fees or Costs. In the event of any litigation or administrative or arbitration proceeding relating to this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

18. Miscellaneous .

18.1 Required Actions of Buyer and Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake all actions pursuant to the provisions hereof in order to consummate the purchase and sale herein contemplated and shall use their commercially reasonable efforts to accomplish the Close of Escrow in accordance with the provisions hereof; provided, however, Seller and Buyer shall not be required to execute or deliver any document or instrument that materially increases any of either party’s obligations or materially decreases either party’s rights under the terms and provisions of this Agreement.

18.2 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof.

18.3 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. All executed counterparts shall constitute one agreement and each counterpart shall be deemed an original. The Parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Agreement had been delivered. Seller and Buyer (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Agreement based on the foregoing forms of signatures.

18.4 Captions. Any captions to, or headings of, the sections, subsections, paragraphs or subparagraphs of this Agreement are solely for the convenience of the Parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

17 18.5 No Obl
igations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to any person or entity other than the Parties to this Agreement. The Parties do not intend, and this Agreement shall not be construed, to create a third-party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to, any other person or entity not a party to this Agreement.

18.6 Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference.

18.7 Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties.

18.8 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

18.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its choice of laws rules, and venue shall be in Alameda County.

18.10 Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between Buyer and Seller as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby.

18.11 Partial Invalidity. If any portion of this Agreement as applied to either party or to any circumstances shall be adjudged by a court to be void or unenforceable, such portion shall be deemed severed from this Agreement and shall in no way effect the validity or enforceability of the remaining portions of this Agreement.

18.12 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.

18.13 Preparation of Agreement. Buyer and Seller acknowledge that the provisions and language of this Agreement have been negotiated, and agree that no provision of this Agreement shall be construed against either party by reason of such party having drafted such provision or this Agreement.

18.14 Execution of Agreement. This Agreement is transmitted for examination only and does not constitute an offer, and the Agreement shall not become effective until a fully executed original hereof shall be delivered to Buyer and Seller.

18.15 Next Succeeding Business Day. In the event the date on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. “Business day” means a day other than a Friday, Saturday, Sunday, or legal holiday in the State of California. [Signature Page to follow]
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

18 IN WI
TNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

BUYER:

RADIUM P
RESENTS, INC., a California
501(c)(3) corporation
By:
____________________________
Christopher Seiwald, CEO
SELLER:

CITY O
F ALAMEDA, a charter city and
municipal corporation
By: ____________________________
N
ame: ____________________________
Its: _____________________________
Approved as to form:

By:
___________________________
Name: ________________________
Assistant City Attorney
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

ESCROW HOLDER RECEIPT
The undersigned
Escrow Holder hereby acknowledges receipt of a fully executed version of this Agreement. The Escrow Holder agrees to hold and disburse the Deposit in accordance with the provisions of this Agreement. The Escrow Holder further agrees that it shall be responsible for all reporting to the Internal Revenue Service relating to the transaction contemplated by this Agreement that is required under Section 6045 of the Internal Revenue Code of 1986, as amended.

EXECU
TED as of the ________ day of _______________ 202__.

First
American Title Insurance Company
By: ___________________________
Escrow Officer
Name: ________________________
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit A
Exhibit A
To Purchase Agreement
Legal Description
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit A-1
Exhibit A-1
To Purchase Agreement
Site Plan
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit B
Exhibit B
To Purchase Agreement
Grant Deed

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:

Radium Presents, Inc.,
1201 Sherman Street
Alameda, CA 94501
Attn: Christopher Seiwald

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is acknowledged, the City of Alameda, a municipal corporation (“Grantor”), grants to Radium Presents, Inc., a California 501(c)3 corporation, County of Alameda, State of California described in Attachment No. 1 attached hereto, including all appurtenance related thereto and improvements located thereon (collectively, “Property”),

GRANTOR
THE CITY OF ALAMEDA, a
California municipal corporation
By: ___________________________
Name: ________________________
City Manager
Approved as to form:

By: ___________________________
Name: ________________________
Assistant City Attorney
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4926-0504-4598 v10 Exhibit B

ACKNOWL

EDGMENT

State o
f California
County o
f ___________________
On ____ _____ befor
e me, _________________ Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to me within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I cer
tify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNES
S my hand and official seal.
______________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Attachment No.1
Attachmen
t No. 1
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it C
Exhibit C
To Purchase Agreement
Bill of Sale
This Bill of Sale ("Bill of Sale”) is from the City of Alameda, a municipal corporation ("Seller"), in favor of Radium Presents, Inc., a California 501(c)(3) corporation ("Buyer").

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, Seller hereby absolutely and unconditionally sells, bargains, transfers and assigns to Buyer all of Seller's right, title and interest in all furnishings, fixtures, equipment, and any other tangible personal property (collectively, “Personal Property”) located at that certain real property in the County of Alameda, State of California, commonly known as the Alameda Point and further identified as Assessor Parcel No. ______, which comprises approximately 1.72 acres ( “Real Property”), including without limitation all items (if any) identified on Exhibit 1 attached hereto.

Seller hereby represents and warrants that it holds the Personal Property and is transferring it to Buyer free and clear of all liens, claims and encumbrances, and that it has full right, title and authority to transfer the Personal Property to Buyer as provided in this Bill of Sale.

Except as expressly provided herein or in the Purchase and Sale Agreement between Buyer and Seller (“Purchase Agreement”), Seller hereby disclaims, and Buyer, by its receipt of this Bill of Sale hereby acknowledges that Seller has disclaimed, all representations and warranties relating to the Personal Property. Except As expressly provided herein or in the Purchase Agreement, Buyer is acquiring the Personal Property on an "As-Is, Where-Is" basis.

This Bill of Sale shall be governed by California law, may be signed in counterparts and shall be effective from and after the recordation, in Alameda County of the deed conveying fee title to the Real Property to Buyer.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date set forth below, to be effective as set forth above.

Dated: _____________, 20__
SELLER:

The City of Alameda, a municipal corporation
By:

Name:
_________________________________
Its:
____________________________________
Date:
________________________________
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it D
Exhibit D
To Purchase Agreement
Hazardous Materials Reports
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it F
Exhibit F
To Ground Lease
Community Benefits Package
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

ams-online.com
Community Benefits & Operational Benchmarks
Statement
Introduction: The following terms will be included in the Lease Option and/or related documents to be entered into by and between the City of Alameda (“City”) and Radium Presents, Inc., a 501c3 not-for-profit corporation (“Developer”). The terms and conditions of the Community Benefits & Operational Benchmarks Statement (“Statement”) reflect the intent of Developer to operate as an organization that benefits the community by bringing arts and cultural programming to the residents of the City and the Bay Area at large, while also supporting the growth and development of other non -profit organizations and artists in the City, the region and throughout the world (collectively, the “Mission”). Terms used in and not otherwise defined in this Statement, will have the meaning given to them in the Ground Lease to be negotiated by City and Developer.” This Statement also provides the City with assurance that (i) in leasing the Property to Developer for $1 per year, City residents will have reasonable and regular access to the Property including, but not limited to, the lobby, second floor balcony and roof viewing areas , café and restaurant spaces, and plaza (ii) a calendar of performances and events will be regularly available to the public, and (iii) Developer will operate the Project in a professional and customary manner.

This Statement is organized into three sections : Operational Health, Utilization & Community Access, and Maintenance of Property & Project . Finally, Table 1: Option Milestone Schedule summarizes the key operational benchmarks that will be tracked throughout the Lease term and characterizes each milestone as Major or Minor.

Developer is required to adhere to each of the following requirements:

Operational Health:
• Developer will provide its annual audit and IRS form 990 to City’s third-party financial advisor by no later than the 15th day of the fifth month after the end of Developer’s fiscal year.
• Developer will undertake the following and provide evidence of such to City upon City’s written request:
o remain in good standing with requirements of the Federal Internal Revenue Services (“IRS”) and California Secretary of State (“SOS”); o remain in good standing with the requirements of the California Attorney General’s Registry of Charitable Trusts; and
o maintain its tax-exempt status with the IRS and the California Franchise Tax Board (“FTB”).
o The Developer agrees to provide the City with any other relevant information when requested.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

2 o Upon receipt from the City of a written notice of non-compliance with any of the above requirements, Developer will promptly commence to cure such non - compliance and give written notice to City of the notice of non-compliance and the status of the cure within thirty (30) days of receipt of the notice. o During the Lease Term, the City will have the right to conduct periodic audits of the Developer’s financial, performance and compliance records maintained in connection with the development and operations of the Project. In the event of such audit, Developer agrees to provide the City with access to the Developer’s team and employees and make all such financial records available to the City. The City agrees to provide Developer with an opportunity to discuss and respond to any questions or findings prior to finalization of the audit report. • Developer will demonstrate annually to City that it maintains a 90-day Operating Cash Reserve account (currently estimated to be ~$750,000) . Developer will provide the City with quarterly account statements confirming that this amount remains on deposit and available. In the event Developer defaults under the Lease or otherwise ceases operations of the Project, these funds will be immediately released to the City to cover ongoing maintenance and operations costs for the Project while a new operator is found. . • If the Project utilizes debt, Developer will maintain a commercially reasonable viability ratio of 1.25 defined as expendable net assets divided by the amount of long-term debt where no debt would mean that the denominator is zero.
• No later than 60 days from the start of Developer’s fiscal year (“FY”), and Developer will provide City its annual programming and operations plans for the upcoming year following approval by Developer’s Board of Directors . The annual programming and operations plan will reflect Developer’s then known schedule of events, performances , rentals and educational programs for the applicable FY.
• Within approximately 60 days of the start of a FY, Developer will provide to City an annual report on program utilization, participation and attendance as compared to the prior FY. • Within 60-days following the end of every second fiscal year Developer will deliver to City a bi-annual report of its compliance with and continued operations under the “Sustainable Business Plan,” which includes information sufficient to demonstrate the Project remains financially viable for forthcoming fiscal year, as measured in relation to other comparable non-profit organizations with a similar Mission; the plan will include the following elements:
(i) programs and services offered; (ii) financial plan/revenue sources; and (iii) operational plan.
o If Developer’s Sustainable Business Plan includes all of the elements described above with a sufficient level of detail , City will approve the Sustainable Business Plan within 45 calendar days of its receipt.
o If the Sustainable Business Plan does not include any of the elements described above or does not provide a sufficient level of detail with respect to any of the elements, then within 60 business days of receipt, City will identify for Developer in writing the missing or insufficient elements of the Sustainable Business Plan.

Developer will have 60 business days to revise the Sustainable Business Plan, as requested by City and resubmit it to City.
o If, after review by the City of the revised Sustainable Business Plan the City finds it still insufficient, then the City will schedule a meeting to discuss its findings with Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3 the Developer and what changes are required to the Sustainable Business Plan moving forward.
o Due to confidential and sensitive nature of donor information, Developer will deliver to City an executive summary of donations, excluding personal information.

Utilization & Community Access
• Developer will ensure that the Project, including the plaza, is utilized for a minimum 200 uses per year. “Uses,” as used in this Statement, includes any use of a Project space for a rehearsal, class, performance, demonstration, meeting, reception, ticketed and non - ticketed event, community rental or private rental or other similar use. In addition to the 200 uses per year, the Plaza shall be utilized a minimum of five (5) uses per year. • Developer will notify City of any extended closures of the Project that would likely impact the usage target, such as capital improvement projects, mandated closures of the Project (i.e., because of a pandemic), or other circumstances that would temporarily cause a closure of the facility and impact use of the Project.
• Public Access: Developer will provide access for the community to the public portions of the Project, including the plaza, second floor balcony, and rooftop terrace during regular operating hours to the extent such portions of the Project are not in use for events or performances.
• Training Programs: If Developer offers educational or training programs to young people, it will provide discounted passes for City residents to such programs . The number of discounted passes will be determined with reference to the cost of producing the program; Developer will not be required to offer an amount of discounted passes that causes it to be unable to recover all costs to produce the program.
• Developer will strive for 15% of jobs to be made available to formerly unhoused individuals, in collaboration with Alameda Point Collaborative or related collaborative partners, in alignment with the Standards of Reasonableness for Homeless Uses at Alameda Point (1999);
• Discounts: Developer will offer senior, student and active military discounts of 10% or more to Alameda residents on all Developer presented performances (as further defined in Operating Model section of Sustainable Operations Plan). • Developer will provide Complimentary Admission Vouchers (“CAV”) to non-profit organizations s erving Alameda Point include, but not limited to, the Alameda Point Collaborative, Operation Dignity, Building Futures for Women and Children , and The Village of Love Foundation (or their respective successor agencies). The vouchers are intended to benefit residents of Alameda Point that receive support from organizations provided CAVs. The number of vouchers will be determined with reference to seating availability, as well as Developer’s production and overhead costs as offset by ticket sales; Developer will not be required to offer an amount of vouchers that causes it to be unable to recover all its costs through ticket sales.
• If Developer is able to secure underwriting, funding from an endowment or donation to cover all or some of the discounted or complimentary tickets and vouchers referred to in this Statement, then Developer will provide such discounted and/or complimentary tickets and vouchers to the extent of such endowment, underwriting or donation.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4 • Subject to availability, City may utilize portions of the Project (including but not limited to main theater, studio theater, and plaza) up to 12 times per year at a cost equal to Developer’s actual cost.
• Developer will provide special discounted rental rates of 20% or more from the highest published rental rate for all areas of the Project for City of Alameda-based 501c3 not-for- profit organizations.

Developer will notify City of any extended closures of the Project that would likely impact the usage target, such as capital improvement projects, mandated closures of the Project (i.e., because of a pandemic), or other circumstances that would temporarily cause a closure of the facility and impact use of the Project.

Maintenance of Property & Project
• Capital Expenditure Account: Developer will maintain a Project maintenance, repair and replacement account to be established by reserving $2.00 per ticket in a restricted account or by establishing an endowment fund, or by combination of the two. Funds in the account in excess of ten percent (10%) of the total construction cost of the Project will be unrestricted.
• Developer will maintain the Project in good order, condition and repair, and maintain, the leased premises, including the Building Systems (as herein defined). “Building Systems shall mean, any machinery, transformer, duct work, conduit, pipe, bus duct, cable, wires, and other equipment, facilities, and systems within the project , designed to supply heat ventilation, air conditioning and humidi ty or any other services or utilities, comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communication, alarm, security, fire/life safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment in or on the Leased Premises which service the Project in whole or part.” • The Project will be subject to customary inspections by City and County of Alameda agencies with jurisdiction over the Project . Annual inspections may include , but are not limited to, Fire and Life Safety, Theatrical Systems (e.g. rigging), and Building Inspection (roof, windows, doors).

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

5 Table 1: Option Milestone Schedule
Operational Benchmark Category Schedule Major/Minor
Radium will provide to the
City an a nnual audit and
IRS form 990
Organizational Health No later than the 15th
day of 5th month after
end of FY
Minor
Radium will provide to the
City a balance sheet for the
Operating Cash Reserve
Organizational Health Quarterly Minor
Radium will demonstrate a
Viability ratio of 1.25
Organizational Health End of FY Minor
Radium will submit the
“Sustainable Business
Plan”
Organizational Health No later than 60 days
from the start of every
other FY
Minor
Radium will provide an
Annual Program and
Operations Plans for the
upcoming year
Organizational Health No later than 60 days
from the start of the FY
for the upcoming FY
Minor
Radium will provide a
report on program
utilization, participation
and attendance
Organizational Health Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of
operational continuity
(operations may not cease
for more than 90
consecutive days)
Organizational Health Every 90 days
beginning first day of FY
Major
Radium will provide
documentation of minimum
200 “use days” and
minimum 5 “use days” for
plaza per year
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

6 Radium will provide
documentation of Ticket
Discounts
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of
Complimentary Admission
Vouchers
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Public Access Community Benefits Radium will provide City annual inspection of
facility to ensure
continuity of access
Minor
Radium will provide
documentation of
access to Training
Programs, if any.

Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of
Discounts
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of Job
Placement
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Capital Expenditure
Fund
Maintenance of
Property & Project
Within 60 days from the
start of FY for the prior
FY
Minor
Material Defaults: Each of the following will be a material default by Developer if not adhered to (while Developer’s failure to perform other items described in this Statement will be considered minor and trigger only a notice and cure process which will be delineated in the Lease):

1. Loss of non -profit status , such as if Developer became disproportionately reliant on corporate or private for -profit rental use of the Project or other commercial activity , as opposed to the being operated for community benefit.

2. Bankruptcy.

3. Developer ceases operations and public programming for ninety (90) days’ or longer or permanently shuts down operations at the Project, excluding a cessation of operation s caused by a force majeure event, such as act of God or government mandated closure, a closure due to a capital improvement, or other cause as approved by the City.

4. A material and sustained failure to maintain the Project resulting in a public nuisance.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it G
Exhibit G
To Ground Lease
Sustainable Operations Plan
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Outline
Sustainable Operations Plan
October 2025
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

2 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Radium Presents
Purpose
To make the power of art accessible.

Vision
A state-of-the-art performance venue
for local and international artists that
champions the power of art to build
community, inspire compassion and
create uplifting social change.

Mission
To build community and access to the
arts through world-class performance,
serving as a center of
creative innovation for all.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Contents
Contents
Contents .................................................................................................... 3 Introduction .............................................................................................. 4 Project Goals ................................................................................................... 4 Operating Model ....................................................................................... 6 Programming .................................................................................................. 6 The Facility....................................................................................................... 8 Staffing ............................................................................................................. 9 Operating Considerations & Community Benefits ............................... 9 Operations ....................................................................................................... 9 Current Status .............................................................................................. 14 Economic Impact .......................................................................................... 14 Project History & Market Context ........................................................ 16 A Strong Market for Arts & Culture......................................................... 17 Facility Needs of the Performing Arts Sector ....................................... 22 Appendices ............................................................................................... 24 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Introduction
The Radium Presents project (defined as the development of a performing arts facility at Alameda Point, hereafter known as “Project”) is not merely a space; it is a dynamic cultural hub that seeks to elevate the arts to new heights and, in turn, elevate the City of Alameda and its vibrant community. The purpose of this document, prepared by AMS Planning & Research (AMS) an arts management consulting firm, is to educate potential stakeholders and supporters on the intent and opportunities surrounding the proposed Radium Presents project in Alameda, California. This plan outlines the elements that will be necessary to build and sustainably operate the performing arts center at Alameda Point. The plan outlines the feasibility of the Project, including the rationale for its size and scale, envisioned programming, operating structure, and forecast of annual operating expenses.

Project Goals
We firmly believe that art has the capacity to transcend boundaries, ignite imaginations, and bridge divides.

Cultural Enrichment: We aspire to provide a platform for artistic expression, cultural exchange, and creative exploration. By hosting a variety of performances, exhibitions, and events, our performance venue will celebrate the rich diversity of art forms, including music, dance, theater, visual arts, and more. The Center will be an inclusive space that welcomes artists from various backgrounds and disciplines, fostering an environment that reflects the vibrant tapestry of the Bay Area arts community.

Foster Community Engagement: The Center will be a gathering place for residents, visitors, and artists, serving as a catalyst for community engagement and interaction. Through curated programs and outreach initiatives, we will actively involve local schools, community organizations, and residents, providing educational opportunities, workshops, and performances that inspire creativity, empathy, and cultural understanding. We believe that by actively involving the community, we can create a sense of ownership and pride in the venue, establishing it as a central hub for civic and cultural activities.

Promote Social Change: We firmly believe in the transformative power of art to create positive social change. Our Project seeks to showcase Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

5 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

performances and exhibitions that challenge societal norms, spark conversations, and inspire audiences to think critically about important issues. By promoting uplifting messages, empathy, and compassion through artistic expressions, we aim to contribute to the growth of a more inclusive and equitable society.

Stimulate Economic Growth: Our proposed performance venue is not only a cultural asset but also a driver of economic growth. By collaborating with local businesses and organizations, we will strive to create partnerships that support the local economy and foster sustainable development. We anticipate that by attracting local and international artists, as well as visitors from neighboring communities, Radium will generate increased tourism, stimulate local businesses, and serve as a cornerstone of Alameda Point's transformation into a vibrant waterfront destination within the Bay Area.

Provide a State-of-the-Art Facility: The Center will include a world-class performance venue that meets the highest standards in terms of design, acoustics, technology, and sustainability. We will prioritize the incorporation of environmentally friendly practices, utilizing energy- efficient systems, and sustainable materials wherever possible. Our goal is to create an iconic architectural landmark that not only enhances the cityscape but also reflects the City of Alameda’s commitments to environmental responsibility and honoring the historic character of Alameda Point.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

6 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Operating Model
There are generally three business models for performing arts centers:

Four-Wall Rental: A four-wall rental refers to a business model where the venue is rented out to clients or resident companies. The venue provides the space, and the renter is responsible for all aspects of the production, including marketing, ticket sales, and production costs. This model allows the venue to generate revenue from rental fees while minimizing financial risk.

Presenting Facility: A presenting facility is a venue that hosts performances and events produced by external organizations or artists.

The venue is responsible for selecting and booking the performances, marketing the events, and managing ticket sales. This model allows the venue to offer a diverse range of performances without the financial risk of producing the events themselves.

Producing Facility: A producing facility is a venue that is typically home to a single organization that creates and produces its own performances and events. The venue takes on the responsibility of all aspects of the production, including artistic direction, casting, rehearsals, set design and construction, in addition to the typical tasks of marketing, ticket sales, fundraising, etc. This model allows the venue to have greater control over the creative content and artistic vision but also involves higher financial risk due to the costs associated with producing performances. Radium will not operate in this manner.

Radium’s operating model will be a hybrid of the Presenting and Four- Wall Rental models. A common practice, this hybrid model will allow Radium to spread the financial risk across business segments by a wide variety of content providers to access the space, while also maintaining control of the brand of the venue through its presenting activities.

Programming
Radium will partner with Bay Area and international artists and arts organizations to bring world-class programming to its stage. In addition, the Theater will become a cultural hub for Alameda-based community arts organizations with several already working with The Theater’s leadership in the planning of the new building.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

7 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

Radium will draw its audiences primarily from Alameda and the greater East Bay region. Radium is committed to engaging the diverse community of this region and offering inclusive programming and engagement opportunities.

To that end, based on analysis of the market and surveys of Alameda and East Bay arts and cultural organizations, the early business modeling for a normalized year of operations forecasts over 300 performances and events representing a mix of opera, dance, theater, music, lectures, educational programs, rehearsals, and rentals.

The Radium’s programming activity will be divided into three areas:

Radium Present’s: Signature touring artists from around the globe in the genres of music, dance, theater, and film presented directly by Radium.

These performances could include, for example, some of the following:
• Modern dance performances like Momix Dance
• Multi-cultural performances like Eternamente: A Dia de los Muertos Spectacular
• Family friendly performances like Mummenschanz mask and mime theater troupe from Switzerland
• Nostalgic music performances like The Doo Wop Project • Star performers like Mandy Patinkin in Concert

Rentals: Artists and arts companies from Alameda and the East Bay, along with local promoters and other presentations (film series, speaker series, etc.) Local and regional arts organizations such as the Island City Opera, West Edge Opera, Tomorrow Youth Repertory, and AXIS Dance Company, will likely be frequent renters at the facility.

Mandy Patinkin
Momix
Eternamente
The Doo Wop Project
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

8 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

Education Programs: Radium will work with facility renters, touring artists, and local schools and non-profits to offer unique opportunities to learn about the performing arts, experience performances on field trips, and gain hands-on training. Programs such as master classes, technical theater internships, performing arts summer camp programs, and afterschool classes and workshops will all take place at the new performing arts center.

The Facility
Radium’s facility will be an approximately 62,000 square foot performing arts center with two theatres, an inviting, patron-friendly lobby, full backstage and scenery-handling capabilities including orchestra pit, professional-grade production capabilities and acoustics, with patron amenities and administrative and other functionalities. A 24,000 square foot multi-use, public outdoor plaza is also planned for the site. • Patron Amenities: Ticket office, lobby, concession areas, - including a rooftop bar - and restrooms.
• Mainstage Theatre: A proscenium style stage with 600 fixed seats, outfitted with state-of-the art lighting, sound and other theatre equipment, with Green Room and dressing rooms.
• Second “Studio” Theatre: A “studio” type space with flexible seating and a flat floor, to be used for rehearsals and for performances that are enhanced by a smaller, more intimate space, such as solo concerts, dance performances and other presentations.
• Rehearsal Room: The Center includes a Rehearsal Room with a sprung floor, matching the dimensions of the mainstage’s performing area.

This allows performers to rehearse while another event occupies the stage. Adjacent to the lobby on the ground floor, the Rehearsal Room becomes an excellent space for educational purposes such as dance, music, and movement classes, as well as community gatherings. • Administrative Facilities: Executive offices, event offices, reception/open office space, work and storage areas, staff lounge, conference room. • Other Facilities: Catering kitchen and prep area, janitorial and building operations.
• Public Plaza: The Project will include an approximately 24,000 square foot outdoor public plaza that can accommodate a range of uses such as performances and be widely accessible to the public on a daily basis.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

9 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
• Publicly Accessible Viewing Areas: The current design of the Project includes a lobby, second floor balcony, and roof viewing areas which could be accessible to the public.

Staffing
To accomplish the mission and support the planned level of activity, the following senior level staff positions are anticipated. Radium anticipates having a staff of 14 full-time equivalent staff members. Forecasted staffing is based on industry standards for comparable facilities.

Executive & Artistic Director: the chief executive officer of Radium. Also primarily responsible for selecting Radium’s presenting series artists and maintaining relationships with artists, agents, and community arts organizations.

Business Manager / Bookkeeper: maintains financial records, fiscal reports, human resources, and contracts.

Development Director: oversees and coordinates all fundraising activities.

Marketing Director: oversees and coordinates all marketing, communications, and community engagement.

Operations Director: oversees and coordinates all aspects of theatrical and facility operations.

Operating Considerations & Community Benefits
In addition to the activity provided to the community through Radium’s programming, the organization is committed to providing some specific benefits and achieving certain operational benchmarks as part of a land lease agreement with the City of Alameda for a site at Alameda Point. The complete Operations & Benefits Statement offered by Radium to the City is included in the appendices (Appendix V).

Operations
Operating Revenues
30% of revenues will be derived from ticket sales from shows presented directly by Radium Presents (approximately $1million annually). These performances would include signature artists from around the globe in the genres of music, dance, theater, and film. Like many performing arts centers, patrons will be able to purchase season packages, flex-tickets, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

10 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
and single event tickets at varying price points (including the redemption of over 100 complimentary ticket vouchers per year provided to Alameda Point-based not-for-profit organizations noted in the Operations & Benefits Statement and shown on page 8 of Appendix IV). AMS has established a conservative ticket price range of $25 - $100 with an overall average of $54, which is in-line with similar programs in the Bay Area. Ticket prices will be adjusted as market conditions and costs fluctuate over time. The typical array of discounted tickets will also be made available for senior citizens, students, veterans, etc.

Additional earned revenue streams include rentals ($348,000; 10%) by area arts and non-profit groups (which will occupy the largest number of annual use days), related fees for chargebacks (fees charged for labor, equipment and other supplementary items; $376,000; 11%), and ancillary income from ticket fees and concessions ($745,500; 21%).

Figu
re 1: Revenue Sources
Performing arts centers also require contributions and other forms of ‘given support’ to meet their expenses and Radium Presents will be no different. Contributed revenue sources will include a mix of sponsorships, grants, government contributions, endowment earnings, individual Radium
Presentations
$1,073,700 , 30%
Rentals
$348,200 , 10%
Chargeback
Revenue
$375,800 , 11%
Ancillary
Revenue
$745,500 , 21%
Total
Contributed
Revenue
$1,010,000 , 28%
Operating Revenues - $3.5M
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

11 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
donations, and special event proceeds. Contributed revenue of $955,000, (28%) plus $2.45 million in earned revenue equates to a total income of $3.5 million in a normalized year of operation (assumed to begin the third year following building opening). Earned and contributed income will be sufficient to cover annual operational expenses.

Operating Expenses
Program and personnel expenses necessarily drive costs. Radium’s season of featured performances and touring events will have direct costs in the range of $1million (or 28% of total expenses), which includes artist fees, marketing costs, and other production costs directly related to shows. Personnel costs are projected at $1.45million (41%), which will support a staff of 14 full-time equivalent employees. The remaining costs are split between general & administrative overhead, occupancy costs (for utilities, property insurance, maintenance, security, and cleaning) and a 5% expense contingency bringing total expenses to over $3.5million.

Figure 2: Expenses
Radium
Presentation
Expense
$984,000 , 28%
Chargeback Expenses
$277,200 , 8%
Personnel
$1,451,200 ,
41%
G & A
$267,500 , 7%
Occupancy Costs
$403,000 , 11%
Contingency
$169,100 , 5%
Operating Expenses - $3.5M
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

12 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Operating Net Results
So long as an adequate level of fundraising occurs, the current projections result in a break-even budget. This equates to an earned-to- contributed revenue ratio of roughly 70% earned to 30% contributed.

This ratio places somewhat greater reliance on earned revenue than many performing arts organizations, which commonly have 60-40 or 50- 50 ratios. But we believe this is still a conservative and reasonable ratio given the rentable spaces of Radium Presents, its special location facing the San Francisco Bay, documented high demand for space in the market, and the unique nature and accessibility to arts users of the facility in the East Bay market.

The financial forecast summary on the next page, with related information found in Appendix IV, shows a Capital Expenditure Account as denoted in the Operations & Benefits Statement. This special account will be funded by a $2 per ticket fee, which will generate over $212,000 per year based on current ticket sales estimates. Using this as a basis, this special account would make approximately one million dollars available for major repairs and replacements every five years.

A complete summary of the operating financial forecast for a Base Year of operations (typically the third year after opening) is below, with full details appended.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

13 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Radium Presents
SCHEDULE 2: SUMMARY

BASE PRO FORMA BASE YEAR
Earned Revenue
Radium Presentations $1,073,700
Rentals $348,200
Chargeback Revenue $375,800
Ancillary Revenue $745,500
Total Earned Revenue $2,543,200
Contributed Revenue
Individuals / Families $560,000
Grants / Sponsorships $450,000
Total Contributed Revenue $1,010,000
TOTAL OPERATING REVENUES $3,553,200
Operating Expenses
Radium Presentation Expense $984,000
Chargeback Expenses $277,200
Personnel $1,451,200
G & A $267,500
Occupancy Costs $403,000
Subtotal Operating Expenses $3,382,900
Contingency $169,100
TOTAL OPERATING EXPENSES $3,552,000
TOTAL ANNUAL RESULT: $1,200
Capital Expenditure Account $212,100
% Earned Revenue 72%
% Contributed Revenue 28%
Total Annual Attendance 117,860
Figure 3: A top-line summary of the financial forecast. The detailed pro forma has been attached as Appendix IV. Figures rounded.

The operating forecast above represents a summary Profit and Loss statement. It does not include bank balances or other balances that would be represented on a Balance Sheet. The forecast has accounted for non-profit rental rates, ticket discounts, redeemed ticket vouchers, staffing to allow public access, and other operational factors.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

14 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Current Status
Over the last two years, the Radium Presents Governing Board of Directors has worked to further develop the organization’s direction, establishing a purpose, and updating its vision and mission. This work has allowed the Board to consider its philosophical underpinnings and explore the Theater’s proposed activity mix, location, potential partners, and evolution. In 2022, the Board launched an outdoor performing arts series, known as Radium Runway, as a “proof of concept.” The series recently completed its third season.

Board committees are currently driving organizational development initiatives. From utilizing community input to inform critical Project decisions, to establishing criteria for continued board recruitment, their planning framework, as illustrated below, represents an iterative and overlapping process which allows the organization to advance in a holistic way. Most recently, the Board commissioned a fundraising feasibility study and has commenced a capital campaign.

Economic Impact
The Americans for the Arts (AFTA) “Arts and Economic Prosperity” study proves a powerful tool for arts and cultural organizations as they communicate their value to their communities. According to AFTA, approximately 79% of Americans believe that the arts are “important to their community’s businesses, economy, and local jobs.” 1 The most recent Americans for the Arts study finds that in the United States, the nonprofit arts and culture industry generated $151.7 billion in total economic activity – $73.3 billion in spending by arts and cultural organizations and an additional $78.4 billion in event-related spending by their audiences. These expenditures represent $101 billion in resident household incomes, $29.1 billion in government revenue, and 2.6 million in full-time equivalent jobs.
1 Arts & Economic Prosperity 6 (September 2023); 2022 data.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

15 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
In its calculations, AFTA accounts
for direct audience spending
through admission costs, as well as
indirect audience spending. The
latter represents the total financial
contribution arts audiences make
to local businesses and people,
over and above the dollars spent
at the arts organization itself; this
may include dining out, paying for parking, or compensating for childcare.

AFTA found that on average, arts and cultural patrons spend $38.46 per event in addition to the cost of admission.

Along with its national aggregated data, AFTA provides an “Economic Impact Calculator” for individual entities to measure their potential impact. When estimated Radium audiences and expenditures were entered, the calculator projected total expenditures, jobs, household income, and government revenues, revealing potential economic impact upwards of $5 million per year.

The data demonstrates that total
economic impact is not driven by
population, but by content,
therefore showing that continued
investment in the arts will result in
higher impact for Alameda and
advance the quality of life for
residents and visitors alike.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

16 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Project History & Market Context
In May 2017 AMS Planning &
Research and The Shalleck
Collaborative, theater consultants,
were engaged to conduct a
feasibility study for a new theater
for the community of Alameda,
California, a city in the San
Francisco Bay area that borders the
City of Oakland and is directly
across the Bay from San Francisco.

The consulting team was charged with examining existing community arts assets, testing key assumptions and producing recommendations for strategies to promote the new facility and to promote the community as an attractive destination for experiencing the arts and culture.

AMS conducted research, solicited input from the community, studied the needs of prospective theater users, and evaluated existing cultural resources. In addition, case studies of comparable facilities in similar communities were researched and documented to provide examples of community performing arts facilities’ management structures, programming and operations and as exemplars of best practices in the field that might have potential application to the development of the new facility in Alameda. These case studies also provided the basis, in part, for some of the recommendations in the feasibility study.

The feasibility of developing a new and successful performing arts center in Alameda was supported by the findings of the study. In short, it was found that building a new performing arts facility is a beneficial investment in the community, for the community. The benefits of the arts to the local economy, to building a sense of community, to education, to promoting cross-cultural understanding and cohesiveness in Alameda would be greatly enhanced with the development of a new performing arts center. Upon conclusion of the feasibility study the not-for-profit, 501(c)3 corporation, currently named Radium Presents was formed and is leading the planning and development of the Project.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

17 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
A Strong Market for Arts & Culture
Not-for-profit performing arts programs are for everyone. The Radium Project will exist to serve residents from near and far, from all socioeconomic strata, and be a true community benefit for the region.

This will be reflected in programming choices, pricing strategies, public access policies, and marketing and communications campaigns.

AMS conducted a regional exploration of both the current market for the arts and the potential for growth in demand resulting from the development of the new facility and expected population growth. Based on the presence of relatively high-income levels, educational attainment, and interest in social engagement, 85% of the residents of Alameda provide a ready market for an expansion of performing arts programs in the community that the new facility will make possible. Further, in a single year, an estimated:

In add
ition to the current ready market for the arts in the existing population, there is a slight projected population growth of 0.14% expected in Alameda County between 2024 to 20262. However, the number of households in the expanded market (Alameda and Contra Costa Counties) had a 3% growth between 2020 to 20233, which includes 2 California Department of Transportation (2023); County-Level Economic Forecast 3 U.S. Census Bureau (May 2024); Population Division
Figure 4: Cultural Consumption in Primary Market
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

18 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

the housing developments in Alameda Point4. The projected growth in well-educated, high-income individual, who are likely to have a strong interest in the performing arts, will require an expansion in the availability of performing arts programs to meet the growth in population and will be a strong contributing factor in the viability of a new performing arts facility.

With an increasing population and potential audience, the new performing arts venue will meet a growing demand that will continue to build an audience for the performing arts throughout all segments of the market to become an accessible community benefit for all.

Market Analysis
A market analysis was conducted based on both U.S. Census Bureau 5statistics and the proprietary PRIZM Premier Market Segmentation System developed by AMS’s research partner, Claritas, a division of the Nielson Company. The demographic data for both the identified primary market and an expanded market area was analyzed and compared to state and national market data.

The Primary Market Area was
defined as the City of
Alameda (Figure 2). The
Expanded Market Area
includes the East Bay counties
of Alameda and Contra Costa
(Figure 3). San Francisco is
excluded which is not
expected to be a significant
part of the market for the
new facility.

4 California Department of Transportation (2023); County-Level Economic Forecast 5 U.S. Census Bureau (2022); ACS 1-year Estimates
Figure 5: Primary Market - City of Alameda
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

19 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

In 2022, the population in
Alameda was estimated to be
76,039, comprising only 3% of
the 2,785,963 inhabitants in
the expanded East Bay
market area. The number of
primary market area
households is estimated to be
27,630 and in the expanded
market area there are an
additional 1,011,808
households (inclusive of
households in the primary
market area) that constitute the viable market for the programs of the proposed new facility.

Key Demographics:

The market population is predominantly White and Asian, generally middle-aged, highly educated, have relatively high incomes, and are very socially engaged. All positive predictors of high interest and participation in arts and cultural activity.
• In the primary market 57.6% of the population has bachelor’s degree or higher, which is slightly higher than the expanded market (49.3%), and significantly higher than the state (37.0%) and national rate of education (35.7%).
• The median household income in the primary and expanded market areas is 32.3% higher than the State of California and

62.0% higher than the US median income. The median household income in the primary market is $131,116 and slightly lower $121,110 per year in the expanded market area.

While these demographics suggest a viable and robust market for the arts, Radium’s programming and marketing will engage the region’s diverse populations and truly be an inclusive cultural resource for all.

In order to understand consumer behaviors of the area population, in 2017 when AMS was first commissioned to conduct a feasibility study, it used the PRIZM Premier market segmentation system, developed by The Nielsen Company, to categorize the households in the primary and Figure 6: Expanded Market - Alameda & Contra
Costa Counties
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

20 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
expanded markets based on demographic profiles and consumer research into psychographic and consumption patterns6. The PRIZM Premier Market profiling and segmentation system is a micro-geographic consumer targeting system that segments every household in the United States into one of 68 unique clusters based on similar demographic and behavioral attributes. The clusters are numbered from 1 to 68 in order of socioeconomic affluence, taking into account factors including income, assets, age, occupation, technology usage, and family structure.

This research places 38% of the population of the East Bay into the five, dominant consumer segments, all of which have moderate to strong interest in arts and cultural activities.
6 Segmentation Analysis conducted in 2017
Figure 7: Consumer Lifestyles in the Primary Market
Figure 8: Lifestyle Segments
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

21 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Competitive Venues
Just over 40 competitive rental and
performance spaces were identified
within 20 miles of downtown Alameda.

Spaces were reviewed for seating
capacity, distance from Alameda and
the type of management structure (i.e.,
commercial, educational, municipal,
etc.).

Approximately 70% of those venues
have between 99 and 600 seats, with
23 ranging in size from 200-600
seats.18 of these venues are in
Alameda or points north (Oakland,
Berkeley). However, these venues are
predominantly associated with public
schools and universities, religious
institutions, nonprofits, municipalities and private corporations (LLC).

Further, those that are available for performing arts organizations to utilize are over 20+ miles from Alameda, including the Lesher Center for the Arts in Walnut Creek and the Bankhead Theater in Livermore.

Recently, the Calvin Simmons Theatre reopened as part of the Henry J.

Kaiser Center for
the Arts in 2023
with a capacity of
1,500 seats, too
large for many
local performing
arts groups. This
underscores the
need for a
professionally
operated, mid-
sized venue
located in the
heart of the Bay
Area’s population
Figure 9: Regional Venue Inventory
Regional Venues
We identified 42 competitive rental
venues within 20 miles of downtown
Alameda:
• 29 of the venues have 99 -600
seats
• 83% of these venues are in
Alameda or points north
(Oakland, Berkeley, etc.)
Of the
29 venues, operators include:
• 5 educational institutions (public
schools or universities)
• 3 religious institutions
• 14 nonprofits
• 2 municipalities
• 5 private corporations (LLC)
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

22 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
center that is tailored for the needs of the region’s performing arts scene.

Facility Needs of the Performing Arts Sector
Interviews were conducted with community and arts leaders regarding the current state of the community’s performing arts programs, the perceived demand for arts programs, relevant background information useful to the Project, and the ideas and opinions about a new performing arts venue for the community. Stakeholders expressed overwhelming support for a new performing arts facility for the community.

Community arts leaders shared a need for suitable rehearsal and performing spaces as current facilities offer less than adequate space, inconsistent availability of dates and little to no technical capacity to produce quality work. This situation has hindered the growth of the arts organizations and depressed potential audience development.

In addition to stakeholder interviews,
a survey was deployed (both in 2017
and again in May of 2024) to
performing arts organizations
identified in Alameda and the
expanded market area asking about
current facility use, additional unmet
needs for performance space and
their interest in and projected use of a new facility if one is built. There were 37 respondents to the 2024 survey. The highest share were performing arts organizations followed by arts education and culturally specific arts institutions.

The sur
vey measured anticipated demand for utilization of the new facility for performance and rehearsal spaces. Findings were consistent between the 2017 and 2024 results and included:
• Strong
interest in utilizing the new venue, with notably high
demand for rehearsal and flexible spaces;
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

23 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
• The audience capacity most appropriate for the new facility was shown to be 400-600 seats in a fixed-seat, proscenium style (see figures 7 and 8);
• Physical accessibility and availability of appropriate theater equipment for lighting, sound, etc., is “very important” or “extremely important;”
• Safety of location, access to parking and public transportation is “very important” or “extremely important.”
Figure 10: Highest Demand is for Fixed-Seat Proscenium Theater + Rehearsal Space (2024) 0 5 10 15 20 25
Large music ensemble rehearsal space
Flat-floor multi-use activity space
Dance rehearsal space
Black box / flexible studio space
Concert hall (no orchestra pit)
Outdoor performance / event space
Proscenium stage (with orchestra pit)
Figure 11: According to a survey of prospective facility users, the greatest demand for a theater at Alameda Point is in 400-600-seat range with 150 performance rental days (2024) Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it H
Exhibit H
To Ground Lease
Schedule of Performance
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

EXHIBIT H: SCHEDULE OF PERFORMANCE
Execute Lease Option Lease Option fully executed (Effective Date) City & Developer Major General Submissions Developer submits General Submissions to City Lease Option paragraph 2.3 Developer 2 years + 6 months Minor Feasibility Submissions Developer submits Feasibility Submissions to City Lease Option paragraph 2.4 Developer 2 years + 6 months Minor (Optional) First Extension One-year extension if at least thirty-five (35%) of required funds raised Lease Option paragraph 1.3b Developer 3 years Major (Optional) Second Extension One-year extension if at least thirty-five (60%) of required funds raised Lease Option paragraph 1.3b Developer 4 years Major (Optional) Third Extension One-year extension if at least thirty-five (85%) of required funds raised Lease Option paragraph 1.3b Developer 5 years Major Site A Grading Obligation -
completion date notice Developer submits required completion date notice to City Lease Option paragraph 2.7a Developer When Developer reaches 50% fundraising. Minor Site A Grading Obligation -
completion date notice
response City responds to required completion date notice Lease Option paragraph 2.7b & c City 30 days after completion date notice Minor Site A Grading Obligation -
Developer response If City assigns Infrastructure Removal Right to Developer, Developer must notify City if they elect to terminate the project or construct the Block 12/13 grading Lease Option paragraph 2.7d Developer 60 days after City response Minor MIP Amendment City amends MIP to allow Plaza Road to function as extension of Plaza Lease Option paragraph 3.2 City 3 years Minor Additional Pre Option Exercise
Obligations & Conditions
Precedent
All satisfied (includes Pre-Development Entitlements, Updated Financial Feasibility Study and Sustainable Operations Plan, Building Permit Submittal, evidence of sufficient funds, and negotiated PSA) Lease Option Articles II and VI City & Developer 3 years Conditions
Precedent
Evidence of Insurance Developer submits Evidence of Insurance Ground Lease 20g Developer 3 years Minor Execute Ground Lease 66-Year Ground Lease fully executed City & Developer 3 years Major Building Permits Issued Building Permits approved for Project Ground Lease paragraph 14a.2 City & Developer 4 years Minor Schedule of Performance
Update
Update of construction and performance timeline following building permit approval and fundraising completion. Lease Option paragraph 2.2 Developer 4 years + 3 months Minor Construction Start Construction activities commence n/a Developer 4 years + 3 months Minor Interim Construction
Milestones To be completed in Updated Schedule of Performance Lease Option Article II Developer TBD Minor Certificate of Occupancy
Notification Developer notifies City of expected date of Certificate of Occupancy n/a Developer 5 years Minor Developer's Offsite Work
Developer completes construction of Off-Site Work Ground Lease paragraph E Developer Concurrent with or prior to expected date of
Certificate of Occupancy. Subject to discretion
of City Manager or designee. Major
City's Offsite Work
City completes construction of Offsite Work Ground Lease paragraph E City Concurrent with or prior to expected date of
Certificate of Occupancy. Subject to discretion
of City Manager or designee. Major
Certificate of Occupancy Completion of Construction Certificate of Occupancy issued n/a City & Developer 6 years + 3 months Minor Major / Minor
(See Lease
Option
paragraph 2.2)

MILESTONE RESPONSIBLE

PARTYDESCRIPTION TIME AFTER LEASE OPTION EXECUTED
(unless extended or noted otherwise)REFERENCE
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it I
Exhibit I
To Ground Lease
Service/Maintenance Contracts
This Exhibit summarizes certain service, maintenance, and operations contracts currently in effect for the Property.

Service Provider Scope of Services
Citiguard Inc. Security services at Alameda Point
BSM Facility Services Group Facilities maintenance and services at Alameda Point Gothic Landscape Inc. Commercial and residential landscape services at Alameda Point (note: services performed on taxiway on an as -needed basis through purchase order)
Lincoln Property Company Property management for City of Alameda properties Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it J
Exhibit J
To Ground Lease
Hazardous Materials
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit J: Hazardous Materials Report
January 2000 – IT Corporation Zone Analysis Data Summary, Phase 2A Sampling, Zone 4:

The Runway Zone, Alameda Point (IT Corporation)
April 19, 2013 – Final Finding of Suitability to Transfer (FOST) for Former Naval Air Station Alameda, Alameda Point, Alameda, California (Prepared for: Base Realignment and Closure Program Management Office West, San Diego, CA | Prepared by: Tetra Tech EM, Inc., as subcontractor to Trevet, Inc. | Contract No.: N62473-10-C-4408) March 10, 2017 – State Water Resources Control Board Geo Tracker:
https://geotracker.waterboards.ca.gov/profile_report.asp?global_id=T10000009981 June 29, 2020 – Draft Preliminary Assessment Report, Basewide Investigation of PFAS, Former NAS Alameda (submitted to DTSC; final version dated May 2021) August 21, 2020 – DTSC Comments on Draft PA Report (Yun-hu Hsu) March 16, 2021 – DTSC Geological Services Unit Memorandum, Responses to Comments on Draft PA Report (Marikka Hughes, PG)
May 2021 – Final Preliminary Assessment Report, Basewide Investigation of PFAS, Former NAS Alameda (Multi-MAC JV / NAVFAC SW BRAC PMO West)
May 26, 2021 – Navy Transmittal Letter, Final PA Report to EPA/DTSC/RWQCB (David C.

Darrow, BRAC Environmental Coordinator)
June 25, 2021 – DTSC Approval Memorandum, Final PA Report (Yun-hu Hsu, DTSC) June 2022 – Final Sampling and Analysis Plan (SAP) for Site Inspection, Former NAS Alameda (Multi-MAC JV) (referenced in the SI Report as the governing field document) June 13–29, 2022 – SI Fieldwork conducted at Former NAS Alameda (soil and groundwater sampling at IR Sites 2, 4, 5, 6, 10, 26 and AOIs 1–5)
September 30, 2022 – Site Management Plan Alameda Point, Alameda, California (Final Revised)(Terraphase Engineering)
August 2023 – Final Site Inspection Report, Per- and Polyfluoroalkyl Substances at Areas of Interest, Former NAS Alameda (Multi-MAC JV / NAVFAC SW BRAC PMO West; signed August 11, 2023)
August 11, 2023 – Navy Transmittal Letter, Final SI Report to EPA/DTSC/RWQCB (David C.

Darrow, BRAC Environmental Coordinator)
August 30, 2023 – DTSC Approval Memorandum, Final SI Report (Yun-hu Hsu, DTSC) Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

November 21, 2024 – Final Work Plan Remedial Investigation for Per- and Polyfluoroalkyl Substances (PFAS), Installation Restoration Sites 4, 5, 6, 10, and 26, and Areas of Interest 1, 2, 3, 4, and 5, Former Naval Air Station Alameda, Alameda, California (Serial:

BPMOW/245 | Reference: 5000-33B | Issued by: U.S. Department of the Navy, NAVFAC BRAC Program Management Office West)
February 18, 2025 – DTSC Review Memorandum re: Final Work Plan Remedial Investigation for Per- and Polyfluoroalkyl Substances, Installation Restoration Sites 4, 5, 6, 10 and 26, and Areas of Interest 1, 2, 3, 4, and 5, Former Naval Air Station Alameda (From: Yun-hu Hsu, Hazardous Substance Engineer/Project Manager | To: Alameda Point File | Issued by:

California Department of Toxic Substances Control)
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit K
Exhibit K
To Ground Lease
Memorandum of Lease

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO
City of Alameda
Attn: City Clerk
2263 Santa
Clara Avenue
Alameda
, CA 94501
____________________________________________________________________________

MEMORANDUM OF LEASE
This Memorandum of Lease (“Memorandum of Lease” ) is made as of __________________, 20_ between the City of Alameda, a charter city and California municipal corporation (“City”), and Radium Presents, Inc., a California 501(c)(3) corporation (“Developer”), collectively referred to as “Parties” and agree as follows:

1. The Lease. City and Developer are parties to that certain Ground Lease dated _______, 2025, pursuant to which City leases to Developer, and Developer leases from City that certain real property in the City of Alameda, County of Alameda (" County"), State of California, consisting of approximately 1.72 acres of land, commonly referred to as Blocks 12 and 13 of the Site A project site, plus such other adjacent area as the Parties have determined necessary for the Project (defined below), located in an area commonly known and referred to as Alameda Point and as more particularly described on Attachment 1 attached hereto and as depicted in the “Site Plan” set out on Attachment 2 attached hereto ("Property").

2. Property and Shared Public Access Areas. Developer exclusively leases from City the Property and shall have the non-exclusive right to use the Shared Public Access Areas, both of which comprise a certain portion of the Property which are the subject of the Lease and which are more particularly shown in Attachment 2 attached hereto and incorporated herein by reference.

3. Term . The initial term (“Term”) of this Lease shall commence on the Effective Date (“Commencement Date”), and shall expire on the sixty-sixth (66th) anniversary thereafter.

4. Purpose of Memorandum. This Memorandum of Lease is prepared for the purpose of notice and recordation. This Memorandum of Lease does not and is not intended to modify the provisions of the Lease.

CITY OF ALAMEDA, a charter city and
municipal corporation
By: ____________________________
Name: ____________________________
Its: _____________________________
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it K
RADIUM PRESENTS, INC., a California
501(c)(3) corporation
By: ____________________________
Christopher Seiwald, CEO
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it K
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On ________________
before me, ____________, personally appeared ________________ __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it K
(Seal)
A
notary public
or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On ________________
before me, ____________, personally appeared ________________ __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it A to Memorandum of Lease
Attachm
ent 1 to Me
morandum of Lease
Legal Description
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it B to Memorandum of Lease
Attachment 2 to Memorandum of Lease
Site Plan and Non-Exclusive Area
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it L
Exhibit L
To Ground Lease
Reserved
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhib it M
Exhibit M
To Ground Lease
Alameda Point Transportation Demand Management Plan (2014), as amended Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

FINAL REPORT

ALAMEDA POINT

TRANSPORTATION DEMAND

MANAGEMENT PLAN
May 20, 2014
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 2
Transportation Demand Management Plan
Final Report
Revised Draft Report
Alameda Point
Transportation
Demand Management Plan
Prepared for:

City of Alameda
May 20, 2014
Prepared by:

Kim
ley-Horn and Associates, Inc.
6150 Stoneridge Mall Road
Pleasanton, CA 94588
(925) 398-4840
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 3
Transportation Demand Management Plan
Final Report

CONTENTS
CONTENTS ............................................................................................................................................................................... 3 LIST OF TABLES ...................................................................................................................................................................... 5 LIST OF FIGURES ..................................................................................................................................................................... 6

1. INTRODUCTION & OVERVIEW ....................................................................................................................................... 7

1.1. Purpose of the Plan ...................................................................................................................................................... 7

1.2. Goals of the Plan ............................................................................................................................................................ 7

1.3. Overview of the Alameda Point TDM Plan ......................................................................................................... 8

1.3.1. Cornerstones of Effective TDM ............................................................................................................... 8

1.3.1.1. What does it take to make TDM work and keep working? .............................. 8

1.3.1.2. What are the most effective TDM strategies? ........................................................ 8

1.3.2. Overview of Plan Structure and Management .................................................................................. 9

1.3.3. Compliance within the TDM Plan ........................................................................................................... 9

1.3.4. Modifications to the TDM Plan ............................................................................................................. 10

1.4. Alameda Point Development Program ............................................................................................................. 10

1.5. Organization of the Plan ......................................................................................................................................... 10

2. MANAGING THE PLAN: ALAMEDA POINT TRANSPORTATION MANAGEMENT ASSOCIATION ........................... 12

2.1. Defining the TMA ....................................................................................................................................................... 12

2.2. Overview of TMA Formation ............................................................................................................................... 12

2.3. TMA Board of Directors .......................................................................................................................................... 13

2.4. TMA Operations ......................................................................................................................................................... 14

3. TRIP REDUCTION REQUIREMENTS ............................................................................................................................ 15

3.1. Trip Reduction Goals ................................................................................................................................................ 15

3.2. Types of Trip Reductions ....................................................................................................................................... 15

4. TDM SERVICES AND PROGRAMS ............................................................................................................................... 17

4.1. TMA vs. End User Provided Services ................................................................................................................. 17

4.2. TMA Provided Services and Programs ............................................................................................................. 18

4.2.1. TMA Services and Programs in the Near-Term ............................................................................. 18

4.2.2. TMA Services and Programs in the Long-Term ............................................................................ 18

4.3. End User Provided Services and Programs .................................................................................................... 26

4.3.1. Alternative Work Schedules and Remote Sites ............................................................................. 27

5. PARKING MANAGEMENT STRATEGY ........................................................................................................................ 30

5.1. Objectives of the Strategy ....................................................................................................................................... 30

5.2. Overview of the Parking Strategy ....................................................................................................................... 30

5.2.1. Alameda Point Zoning Code and Development Standards for Parking ............................... 30 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 4
Transportation Demand Management Plan
Final Report

5.2.2. Alameda Point’s Public Parking System ........................................................................................... 32

5.2.3. Parking Pricing ............................................................................................................................................ 32

5.3. Regulatory Controls on Private Parking in Development ......................................................................... 35

5.4. Supportive Parking Strategies that may be Implemented by End Users ............................................ 36

5.5. Projections of the Private and Public Parking Supply at Buildout of Alameda Point .................... 36

5.6. Justification for Reducing Alameda Point’s Parking Requirements ..................................................... 38

6. MONITORING AND REPORTING .................................................................................................................................. 39

6.1. Objectives of Mo
nitoring and Reporting .......................................................................................................... 39

6.2. Approach to Monitoring the Alameda Point TDM Plan ............................................................................. 40

6.3. Definition of Performance Measures ................................................................................................................ 42

6.4. Monitoring Process ................................................................................................................................................... 43

6.5. Other Notes on Monitoring .................................................................................................................................... 44

6.6. Consequences of Failing to Meet Trip Reduction Targets ........................................................................ 45

7. ALAMEDA POINT TDM PLAN IMPLEMENTATION .................................................................................................. 46

7.1. TDM Plan Compl
iance and Modifications ........................................................................................................ 46

7.1.1. Compliance with the TDM Plan ............................................................................................................ 46

7.1.2. Modifications to the TDM Plan ............................................................................................................. 46

7.2. Costs and Funding of the TDM Plan ................................................................................................................... 46

7.2.1. Capital Costs and Funding ...................................................................................................................... 46

7.2.2. Operations and Maintenance Costs and Funding ......................................................................... 47

7.2.3. Other Funding Opportunities ............................................................................................................... 47

7.2.3.1. Federal Grants: CMAQ Funding ................................................................................ 49

7.2.3.2. BAAQMD’s Strategic Incentives Funding ............................................................. 49

7.2.3.3. Fee-for-Service Initiatives .......................................................................................... 49

7.2.3.4. One Bay Area Plan Grants and Funding for Priority Development Areas 50

7.3. Summary of Recommended Implementation Steps .................................................................................... 50

7.3.1. Implementation Steps for Startup and Initial Phases of Development ............................. 50

7.3.2. Implementation of Long-Term Services and Programs ............................................................. 52

7.4. TDM Plan Flexibility in Initial Phases of Development ............................................................................. 52

7.4.1. Flexibility in Collaborating with Development to Meet Their Needs ................................... 53

7.4.2. Flexibility in Implementing Alternate Services Needed to Support New Development53

7.4.3. Flexibility in the Schedule for Achieving Trip Reduction Goals ............................................. 53 APPENDICES ......................................................................................................................................................................... 54 APPENDIX A: TECHNICAL ANALYSES SUPPORTING THE TDM PLAN
Table A-1: Cost of Implementing the Near-Term and Long-Term Strategies of the Alameda Point TDM Plan
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 5
Transportation Demand Management Plan
Final Report
Table A-2a: AC Transit or Private Shuttle Annual Operating Costs (Essential Commute Service Only)
Table A-2b: AC Transit or Private Shuttle Annual Operating Costs (Option A) (Maximum Service at Buildout)
Table A-3a: Summary of Alameda Point Public Parking Facility Construction, Operations & Maintenance, and Enforcement Costs at Buildout
Table A-3b: Summary of Long-Term (Buildout) Costs to Construct Public Parking at Buildout of Alameda Point
Table A-3c: Projected Private Off-Street and Public Off-Site Parking Supply at Buildout of Alameda Point
Table A-4: On-Street and Public Off-Street Parking Enforcement Costs Table A-5a: Estimated Revenue from Public Parking in Initial Phase of Development Table A-5b: Estimated Revenue from Public Parking at Buildout of Alameda Point APPENDIX B: COMPARISON BETWEEN ALAMEDA POINT DEVELOPMENT STANDARDS FOR PARKING AND

CURRENT ALAMEDA ZONING
Tables B-1a: Comparison between Alameda Point Development Standards for Parking and Current Alameda Zoning (Residential, Open Space, and Lodging Uses) Tables B-1c: Comparison between Alameda Point Development Standards for Parking and Current Alameda Zoning (Commercial and Retail)
Tables B-1d: Comparison between Alameda Point Development Standards for Parking and Current Alameda Zoning (Institutional and Assembly)
Tables B-1e: Comparison between Alameda Point Development Standards for Parking and Current Alameda Zoning (Industrial)
Table B-1f: Comparison between Alameda Point Development Standards for Parking and Current Alameda Zoning (Transportation Services)
Table B-1g: Summary of Comparison
APPENDIX C: “TMA HANDBOOK: A GUIDE TO SUCCESSFUL TRANSPORTATION MANAGEMENT ASSOCIATIONS” APPENDIX D: “CHOOSING WHERE WE LIVE: ATTRACTING RESIDENTS TO TRANSIT-ORIENTED

NEIGHBORHOODS IN THE SAN FRANCISCO BAY AREA, A BRIEFING BOOK FOR CITY PLANNERS AND MANAGERS.”
APPENDIX E: EXAMPLES OF TDM SERVICES PACKAGED TO TARGET SPECIFIC MARKET SEGMENTS OR MODES

OF TRANSPORTATION

LIST OF TABLES
Table 1: Proposed Near-Term and Long-Term TMA Provided Services and Programs .................................. 19 Table 2: Description of the Alameda Point TMA Provided Services and Programs ........................................... 21 Table 3: Description of TMA Provided Contracted Services ........................................................................................ 24 Table 4: Additional Services that Could Be Provided by End Users ......................................................................... 27 Table 5: Summary of Parking Management Strategy in Near- and Long-Term ................................................... 33 Table 6: Estimated Capital and Annual Costs of Alameda Point TDM Plan (Near- and Long-Term) .......... 48 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 6
Transportation Demand Management Plan
Final Report

LIST OF FIGURES
Figure 1: Overview of the TDM Plan Structure, Management, and Components ................................................... 9 Figure 2: Alameda Point’s Parking Management Strategy ........................................................................................... 31 Figure 3: Locations of Alameda Point’s Public Parking Facilities .............................................................................. 34 Figure 4: Walking Coverage from Alameda Point’s Potential Public Parking Facilities ................................... 35 Figure 5: Alameda Point’s Public/Private Parking System Compared with Minimum Requirements of Conventional Zoning ............................................................................................................................................... 37 Figure 6: The Cycle of Steps Conducted Annually in Monitoring the TDM Plan ................................................. 40

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 7
Transportation Demand Management Plan
Final Report

1. INTRODUCTION & OVERVIEW

1.1. Purpose of the Plan
This Transportation Demand Management (TDM) Plan is a tool and a resource for existing and future development on the former Alameda Naval Air Station (Alameda Point) at the western end of Alameda. The Plan defines a procedure for implementing strategies and measures designed to reduce automobile travel, particularly single-occupant-vehicles (SOVs), generated by development within Alameda Point.

The need to reduce automobile travel is instinctual to those who reside and work in the island community of Alameda. With its limited access to the mainland, Alameda has little capacity for growth and economic development without addressing the associated traffic issues. It is also necessary for regulatory reasons including:
1) to comply with the policies of the General Plan to reduce automobile trips by shifting travel to other modes of transportation to maintain and improve the quality of life enjoyed in Alameda; 2) to mitigate the potential traffic-related impacts on local and regional transportation systems as required under the California Environmental Quality Act (CEQA) and identified in the Environmental Impact Report (EIR) certified for Alameda Point (February 2014); and 3) to help achieve the Bay Area’s goal for reducing greenhouse gas (GHG) emissions as required under SB 375 by developing Alameda Point as a walkable, transit-oriented, “complete community” requisite of Alameda Point’s designation as a Priority Development Area (PDA).

Ultimately, the strategies recommended in this Plan need to successfully change human travel behavior. Not a science, but an art that uses combinations of incentives, disincentives, convenient and high quality services, and skillful education, marketing, and promotion that results in a paradigm shift about the sustainability of our pattern of development and associated travel habits. Changing human behavior also requires time and funds, so this Plan addresses phasing and equitable ways for Alameda Point to fund the Plan’s recommendations over the long-term.

1.2. Goals of the Plan
This Plan adopts the automobile trip reduction goals established in Policy 4.6.1.a of the General Plan that state:

Identify, develop, and implement travel demand management strategies to reduce demand on the existing transportation system.

1. Establish peak hour trip reduction goals for all new developments as follows:
• 10 percent peak hour trip reduction for new residential development • 30 percent peak hour trip reduction for new commercial developments Progress towards meeting the General Plan trip reduction goals is measured against forecasts of Alameda Point’s traffic generation. The forecasts are based on the traffic projections developed for use in the Alameda Point EIR to determine traffic impacts for the 2035 cumulative build out scenario. Annual monitoring of the actual traffic generated by development on Alameda Point compared to the EIR projections is an intrinsic part of the Plan.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 8
Transportation Demand Management Plan
Final Report
Monitoring measures progress towards meeting trip reduction goals and can identify problems requiring adjustments to the Plan’s strategies and programs. Monitoring actual traffic generation is augmented by resident and employee surveys—going directly to the users of the Plan regarding its effectiveness and how it may b
e improved.

1.3. Overview of the Alameda Point TDM Plan
The Plan is part of a regional program of strategies designed to optimize the efficiency of the existing Bay Area multimodal transportation network. While other parts of the program focus on how people travel in vehicles to maximize the limited capacity of streets and highways, this Plan includes strategies that focus on changing people’s travel behavior and specifically targets shifting travel away from SOVs and into more sustainable modes of transportation. The strategies in the Plan not only reduce traffic locally within Alameda, but regionally as well, helping to prolong the effective lifespan of the Bay Area’s bridges and highways.

The Plan has two major components: (1) a series of services and programs that provide, or support, alternatives to driving alone provided by the TMA, as well as individual users (e.g., developers, employers and resident associations) described in Chapter 4; and (2) a parking management strategy designed to discourage everyday use of SOVs, which is presented in Chapter 5.

1.3.1. Cornerstones of Effective TDM

1.3.1.1. What does it take to make TDM work and keep working? Effective TDM strategies reduce motor vehicle trips by one or more of the following means:

1. Accommodating the same number of people in fewer motor vehicles (e.g. transit, carpooling/vanpooling, and cycling/walking).

2. Eliminating trips entirely (e.g. working at home, or at a satellite business center)

3. Shifting the timing of trips from the most congested periods to less busy times (e.g. employer flextime, compressed work weeks)

4. Retain the trip internal to Alameda Point (i.e., development of a mixed-use land use environment that allows people to live, work, shop and recreate near home).

1.3.1.2. What are the most effective TDM strategies?
Rarely will a single strategy be highly effective in of itself. A combination or methods is the most effective, and are usually packaged as a complementary group targeting a specific market such as office commuters, college students, afternoon shoppers, etc.

Although the effectiveness of a TDM Plan is highly dependent on the characteristics of the Plan’s area of influence and its target markets, national research on TDM strategies have shown that the following “groups” of strategies, on average, are the most cost-effective:

1. Financial incentives (commuter subsidies for not driving in a single-occupant-vehicle).

2. Financial disincentives such as parking charges.

3. Bicycle and walking programs, facilities and subsidies, particularly those offered as a “complete start to finish” package (see sidebar).

4. Parking management including reducing supply of available parking and charging market rate fees.

This Plan attempts to address these cornerstones of effectiveness.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 9
Transportation Demand Management Plan
Final Report

1.3.2. Overview of Plan Structure and Management
The chart in Figure 1 identifies the various components of the Plan, which can be divided into two fundamental categories, 1) actions which fall under the responsibility of the TMA, such as a shuttle to BART, and 2) actions for which end users, such as employers and resident associations are responsible. In some cases, the City of Alameda is responsible for implementing certain aspects of the Plan, such as the policies and actions required for enforcing the parking standards in the Alameda Point zoning code, and managing the public parking supply and pricing.

Figure 1: Overview of the TDM Plan Structure, Management, and Components

1.3.3. Compliance with the TDM Plan
As required by the Mitigation Monitoring and Reporting Program (MMRP) from the Alameda Point EIR, and the Alameda Point Zoning District in Section 30-4.24, all new development at Alameda Point will be required to comply with this Plan as part of any Disposition and Development Agreement (DDA) between the City and a developer, and as a condition of approval for any planning approval, including Development Plan, use permit, or design review. Any DDA and condition of approval will require that all property owners pay a special tax to fund the Plan and require through covenants, conditions and restrictions, or other enforceable real property interest, that run with the land that all commercial tenant associations, major employers, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 10
Transportation Demand Management Plan
Final Report
residential tenant association, and homeowner’s associations join the TMA, file a Compliance Strategy with the TMA consistent with this Plan, implement their Compliance Strategy, and refine it, as necessary.

1.3.4. Modifications to the TDM Plan
The TMA will be responsible for managing the successful implementation of this Plan with annual reporting to the City’s Transportation Commission. The actual implementation of this Plan requires flexibility to respond to evolving and unexpected development, demographic, market and technological conditions. As a result, the TMA has the discretion to implement the Plan in substantial conformance with the intent and strategies outlined in this Plan, but is not required to adhere literally to every proposed aspect of the Plan. It is expected and necessary that the TMA make modifications to the Plan as new development occurs and more information exists about the type, amount and location of new development and its associated traffic patterns.

That said, the TMA must perform a 5-year review with the City Council and Transportation Commission, to determine if any amendments to the major components of the Plan are warranted. For instance, if the project is approaching buildout and the actual traffic counts remain significantly less than the trip reduction goals, what role should the TMA continue to play? Additionally, the TMA can request approval by the City Council (with a recommendation from the Transportation Commission) of a major modification to the TDM Plan at any other time deemed necessary by the TMA.

1.4. Alameda Point Development Program
Alameda Point has a development capacity allowing 1,425 housing units and about 5.5 million square feet of commercial uses including office, retail, and manufacturing. It is anticipated that Alameda Point will reach build out of its development program over a 30-year period. The residential component of the Alameda Point development program is expected to build out in a significantly shorter timeframe (approximately 10 years) than the commercial component (approximately 30 years).

1.5. Organization of the Plan
 This Chapter 1 provides an overview of the plan; outlines the organization of the Plan; and summarizes the proposed development program for Alameda Point.

 Chapter 2 gives an overview of forming the Transportation Management Association (TMA) that manages the implementation of the TDM Plan and defines the roles and responsibilities of staff and the Board.
 Chapter 3 explains the trip reduction goals and requirements of the Plan.  Chapter 4 describes the TDM services and programs that are recommended in the Plan to be provided by the TMA; identifies the TMA’s “essential” strategies implemented in the initial phases of development and the ultimate services and programs proposed for build out; and discusses how end users will prepare Compliance Strategies consistent with the Plan that may include enhanced TDM services.  Chapter 5 describes the parking management strategy in detail and explains how it works with the existing zoning and the TMA’s services and programs.
 Chapter 6 describes the monitoring and reporting program; and the recommended steps to measure the Plan’s performance.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 11
Transportation Demand Management Plan
Final Report
 Chapter 7 describes the implementation of the Plan, including the proposed cost and funding of the Plan, the compliance and modification process, and the steps necessary to implement the Plan at startup and through build out of the development.
 The Appendix contains supporting tables for the Plan; a copy of “The TMA Handbook”, a comprehensive guide to creating and operating a successful TMA; and other supporting documentation.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 12
Transportation Demand Management Plan
Final Report

2. MANAGING THE PLAN: ALAMEDA POINT TRANSPORTATION

MANAGEMENT ASSOCIATION
The Alameda Point Transportation Management Association (TMA) will be responsible for administering and managing the Alameda Point TDM Plan presented in this report. This Chapter provides an overview of formation of the TMA and describes the evolving roles and responsibilities of the TMA over time. Appendix C provides a handbook on creating successful TMAs.

2.1. Defining the TMA
The definition of a TMA that follows is one of the most relevant definitions as to what a TMA at Alameda Point is expected to be and why:
“…public/private partnerships formed so that
employers, developers, building owners, and
government entities can work collectively to establish
policies, programs and services to address local
transportation problems. TMAs realize their potential in addressing traffic congestion, air quality, and
occasionally, employment issues through TDM
strategies. TMAs are established within a limited
geographical area to address the transportation
management needs of their members. TMAs are
expected to obtain private sector financing in addition to public funding.”
1 2.2. Overview of TMA Formation
The City, in conjunction with developers, and other key stakeholders, will form an organization called a TMA to which all residential and commercial entities within
Alameda Point are members. The TMA is responsible
for implementing and monitoring the Plan and ensuring
the membership is using the TMA’s services to their
fullest extent.

The Plan may be managed in the initial phase by a
predecessor of the TMA that will be formed later. This
initial TMA is created and led by the City of Alameda
and is comprised of key stakeholders of Alameda Point.

Others may be invited to participate in the TMA’s
meetings as needed such as transit service providers
1 Source: Center for Urban Transportation Research, College of Engineering, University of South Florida. TMA Handbook. 2001.

The Expanding Roles of
Today’s TMAs
If the TMA only had to simply manage the
programs and services it provides, it would
require limited staffing. But today, much
more is expected of the TMA’s because the
field of transportation has become
complicated and traffic impacts caused by
new development can trigger unexpected
opposition to projects. While not part of any
official definition, the role the TMA of today
includes:
 Broker or provider of services
 Consultant
 Watchdog
 Information clearinghouse
 Forum for consensus-building
 Advocate
 Educator
 Regulatory Monitor
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 13
Transportation Demand Management Plan
Final Report
[e.g., AC Transit, Water Emergency Transportation Authority (WETA), Bay Area Rapid Transit (BART), private operators], City of Alameda law enforcement, bicycle advocacy groups, or other regional transportation agencies.

TMAs in the formation stage usually focus on the
following activities:
• Establishing a core membership and steering
committee.
• Formalizing the initial funding mechanisms.
• Establishing legal and organizational structure.
• Initiating marketing and membership
development.
• Selecting the most effective strategies and
eliminating the least effective.
• Generating awareness and interest among
targeted markets.
• Fostering public-private relationships.

There are several options for the organizational structure of a TMA. The interim TMA core group or a steering committee may elect to organize an ad hoc group or create a committee within another established private organization. The steering committee may feel the TMA would function well under the organizational formality of a private, nonprofit organization. Additionally, the interim TMA may explore the possibility of teaming up with an existing TMA in the City of Alameda, if their goals and objectives are aligned.

The City can assist the TMA in reviewing their options and the pros and cons of various organizational structures. If, however, the steering committee believes that a more formal organizational structure is needed, and that a Board of Directors is needed to guide the ever-increasing complexity of the TMA, then formal incorporation may be the best way to organize. Then articles of incorporation and bylaws must be drawn up, and a Board of Directors must be established for which a statement of duties should be devised. The formation of the official TMA takes between 12 and 18 months and will build upon the work conducted by an interim TMA during the initial years before significant development has occurred.

Other tasks at this stage of the TMA’s formation will include developing office procedures, defining the roles and responsibilities of the Board of Directors and staff, identifying an Executive Director either as a combination of staff, a consultant, or creation of the position and recruiting to fill the position. Additionally, the TMA will need to establish an office and set up an accounting system.

2.3. TMA Board of Directors
The official TMA is led by a Board of Directors comprised of Alameda Point employers and employee representatives, resident associations, City staff and a representative of the Transportation Commission, and potentially regional transit service providers, such as AC Transit and WETA.

The Board of Directors provides high level direction to the TMA staff, and approves the TMA’s budget and the selection of supportive services offered to its members. The Board makes recommendations to the City Council on City controlled strategic decisions related to parking management such as raising or lowering Composition of the Initial
Alameda Point TMA Board of
Directors
 City staff serving as acting director and
technical support of the TMA;
 A City of Alameda Transportation
Commissioner;
 Representatives of property owners,
developers, employers, and resident
associations. and
 Transit service provider representatives.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 14
Transportation Demand Management Plan
Final Report
parking charges and deciding when to build additional public parking facilities. As described above, any major modifications to the Plan would be initiated by the TMA and need to be approved by the City Council.

2.4. TMA Operations
Once a legal and organizational structure has been established, the TMA begins its operational stage.

Operations includes two primary categories of activities: administration and service delivery. Administration refers to the ongoing efforts needed to maintain membership and funding, running the office and serving the Board of Directors. Service delivery refers to providing services to members and other selected markets.

Operation is characterized by a maturation of the organization, development of stable, ongoing, funding from special tax revenue, and a track record of service delivery. The primary activities of an operational TMA are:
• Developing and delivering member services.
• Keeping the membership informed and enthusiastic.
• Advising the City on key policy decisions related parking management and major modifications to the Plan.
• Maintaining office functions, keeping records and an accounting system. • Monitoring and evaluating program and service progress ongoing and annually.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 15
Transportation Demand Management Plan
Final Report

3. TRIP REDUCTION REQUIREMENTS
This Chapter summarizes the trip generation goals of the Alameda Point TDM Plan highlighted in Chapter 1 and describes the types of trips that the Plan aims to reduce.

3.1. Trip Reduction Goals
The trip reduction goals established in the Plan are required by the General Plan, the Alameda Point EIR and City’s zoning ordinance. All new development within Alameda Point is required to fund and to participate in the TMA, and develop and implement a Compliance Strategy that includes a trip reduction plan consistent with this Plan.

The Plan’s established trip reduction goals are a:
 30 percent reduction in peak hour trips for commercial development; and  10 percent reduction in peak hour trips for residential development.

The goals are measured against the estimation of automobile trips projected in the 2035 “buildout scenario” in the Alameda Point EIR.

As described in detail in Chapter 6, the TMA will annually monitor Alameda Point automobile trip generation and survey residents and employees to determine conformance with the established trip reduction goals, and to identify the strategies and measures that have the greatest impact on reducing single-occupant automobile trips. If Alameda Point, at the aggregate level, is found to be out of conformance, the TMA may require refinement or replacement of trip reduction strategies provided by the TMA and individual end users. The revised strategies are to be re-implemented, and monitored in subsequent years.

3.2. Types of Trip Reductions
Trips that travel to Alameda Point from off-island and vice versa are the type of trip that causes the greatest impact because these trips use up the limited capacity of Alameda’s bridges and the Posey and Webster Tubes. The type of trip that causes the second greatest impact are trips that travel external to Alameda Point but stay on the island. These trips contribute traffic to intersections that are at or nearing the limit of their capacity.

These two types of trips are the target of the trip reduction requirement, but only if they travel during the morning or afternoon peak hours when congestion is at its worst, and primarily if the trips are by single- occupant-vehicle (SOV). Based on this narrow window of trips targeted by the Plan there are multiple ways of achieving the trip reduction as described below:
 Trips shifted to transit or non-motorized modes of transportation. This is the ideal method of trip reduction because it removes the automobile from the roadway network altogether.  Trips shifted from SOV to high-occupancy-vehicles (HOV) such as vanpools and carpools. Not only does this type of trip improve conditions in Alameda, it improves regional traffic conditions, and has the added bonus of using the HOV facilities that exist nearly everywhere in the Bay Area.  Trips remain internal to Alameda Point. Internally captured trips do not leave Alameda Point and do not impact external roads and intersections. Internal capture is the result of having a diverse mix of land uses in the community so that residents and employees can run errands, dine, drop children at school or day care, or shop without leaving Alameda Point and potentially can make these trips without using an automobile.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 16
Transportation Demand Management Plan
Final Report
 Trips travel during non-peak periods and therefore do not contribute to congestion. This is the least desirable trip reduction because it means a vehicle remains on the island and available to travel during the peak hours should the driver choose to do so.

The TMA will also use surveys to identify which of these trip types are predominant in Alameda Point so that TMA provided services and programs, and marketing and promotional initiatives are tailored to target these types of trips.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 17
Transportation Demand Management Plan
Final Report

4. TDM SERVICES AND PROGRAMS
The Alameda Point TDM Plan relies on the active participation of Alameda Point’s residents, employees and employers and needs to effectively persuade residents and employees to use public transportation, carpool or vanpool for commuting to work, and/or walk or bicycle to work and for other trips made throughout the day.

As a result, the Plan proposes extensive
services and programs to be provided by the
TMA,
including shuttle/transit services that
are intended to be within a quarter-mile of all
major new development areas, as well as
requires developers, employers and resident
associations to prepare a TDM Compliance
Strategy (Compliance Strategy) to
demonstrate how end users will comply with
the goals set forth in this Plan. These
Compliance Strategies may result in end users
instituting their own policies and programs in
addition to those provided by the TMA to
help change travel behavior and to meet their
share of reducing trips which contributes to
meeting Alameda Point’s overall goals.

There are no limitations placed on the
strategies that the TMA offers to its members
or that employers may want to adopt for their
own strategies.

4.1. TMA vs. End User Provided Services
The Plan relies on residents and employees to
reduce SOV travel by either utilizing the
services offered by the TMA or developing
customized programs, with unique incentives
(or disincentives) to persuade residents and
employees to change travel behavior. How
each entity proposes to reduce their trips
through use of TMA services and/or their
own specific programs is outlined in the
Compliance Strategy that every developer,
employer, commercial association, and
resident association is required to prepare.

The Compliance Strategy is an action plan
that provides the TMA with basic information
about the entity and identifies the types of
services, programs, and incentives the entity
will implement or use in order to comply with this Plan.

The rest of this Chapter is divided two parts: (1) a
description of TMA provided services and programs, and (2) a discussion of Compliance Strategies and the New Bicyclist
Commuter Program
Example “Start to Finish” Incentive
Strategy
An example of a start to finish program that
provides all of the necessary support for
someone who wouldn’t have selected such an
alternative mode without the comprehensive
program. The program might be comprised of:
 Sign-up cash incentive or high value non-
monetary incentive (e.g., one year
membership to a popular health club or a top
of the line bicycle helmet);
 Initial training on safe bicycling to Alameda
Point;
 Proper equipment and gear selection and
discounted sales;
 Training in maintaining equipment;
 Best route selection from home to worksite
based on skill level, and maps of bicycle
parking, locker rooms and showers ;
 Follow-up progress reporting with rewards or
recognition for reaching milestones;
 Pairing with a “commute buddy”—an
experienced bicycle commuter for first
couple of months.

The Expanding Roles of
Today’s TMAs
If the TMA only had to simply manage the
programs and services it provides, it would
require limited staffing. But today, much more is
expected of the TMA’s because the field of
transportation has become complicated and traffic
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 18
Transportation Demand Management Plan
Final Report
services and programs that could be provided by users, such as developers, employers and resident associations.

4.2. TMA Provided Services and Programs

4.2.1. TMA Services and Programs in the Near-Term
Initially, only the Plan’s most essential services are implemented for reasons of economy. Essential services are those necessary to achieve a minimal level of transit service and supportive services considered very important to encourage alternative modes of travel, such as shuttle service to BART, AC Transit Easy-Passes for all employees and residents, a commute alternatives website, and other marketing and supportive services.

Implementation of the initial essential services are triggered by a relatively small amount of new development, 100 new dwelling units or 100,000 square feet of new commercial development. Table 1 compares the “essential services” provided by the TMA that comprise the initial implementation of the Plan with those proposed to be implemented as Alameda Point nears buildout.

4.2.2. TMA Services and Programs in the Long-Term
Implementation of the full Plan may take as long as 20 or 30 years, and some of the components may never have to be implemented. However, the Plan’s components, and the cost of the components, must assume full implementation of the Plan, or TDM funding may fall short in the long-term. As development continues on Alameda Point, and traffic increases, the TMA provided services become significantly more robust to achieve trip reduction goals. The proposed near-term and long-term services and programs represent “bookends” for the Plan and what is offered between these two points in time will be determined by the TMA. The cost and funding of these services and detailed implementation steps are described in Chapter 7.

Again, Table 1 provides a side-by-side comparison of the “essential” services offered in the initial phases of development and the long-term services proposed to be developed and managed by the TMA. Many of the services in the initial phase remain on the list of long-term services, but are more comprehensive and robust.

Table 2 describes each TMA core services in detail, and Table 3 describes each contracted service.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 19
Transportation Demand Management Plan
Final Report
Table 1: Proposed Near-Term and Long-Term TMA Provided Services and Programs Service Initial (Near-Term) Services Long-Term (Buildout) Services Shuttle
(or Transit
Service)
to 12th
Street
BART
Station
Shuttle service provided by AC Transit or
private operator. Essential commuter service
only for economy:
 Operates during weekday peak periods (5:00
– 9:00 am / 3:00 – 7:00 pm)
 No weekend service
 30-minute headways (accommodated by one
vehicle and one driver)
 No stops outside of Alameda Point and 12th
Street BART
Shuttle service operated by AC Transit or private
operator. Near-maximum service coverage:
 Operates during weekday peak periods (5:00 – 9:00
am / 3:00 – 7:00 pm), 15-minute headways
 Operates during weekday non-peak periods (9:00 am -
3:00 pm / 7:00 pm - 1:00 am), 30-minute headways
 Saturday (6:00 am – midnight)
 Sunday (8:00 am – 10:00 pm)
 30-minute headways all day weekends
 Additional stops on route between Alameda Point and
12th Street BART [1]
Core
Support
Services
Summary of select core services (see Tables 2
and 3):
• General administrative and management
duties
• Provide new resident/tenant travel options
kit Information about trip reduction goals
and the Plan’s services to all new
residents/tenants
• Establish and manage funds for TMA
provided services, and public parking
operations, maintenance and enforcement
• Disseminate guidelines for preparing
Compliance Strategies
• Review and approve Compliance Strategies
• Provides limited introductory incentives for
ride sharing, walk and bike commuting,
transit, etc.
• Develop and implement select components
of annual marketing and promotion plan
• In initial phase (years 1-3) develop and refine
a pilot program for the trip reduction
monitoring and employee /resident survey.
• Annually present progress to the
Transportation Commission
Summary of select core services (see Tables 2 and 3):
• General administrative and management duties
• Conduct training of volunteer and part-time
Transportation Coordinators
• Provide new resident/tenant travel options kit
Information about trip reduction goals and the Plan’s
services to all new residents/tenants
• Manage funds for TMA provided services, and public
parking operations, maintenance and enforcement
• Review and approve compliance strategies
• Manage Pooled-TDM services for small employers
• Provide assistance to end user in developing
Compliance Strategies
• Provide introductory incentives for commuting using
alternative modes
• Develop bicycle Commute Startup Program
• Develop registered Vanpool Subsidy Program
• Offer a school Commute Transportation Program
• Develop and implement annual marketing and
promotion plan
• Manage, analyze, and report trip reduction monitoring and employee/resident survey findings and
recommendations to Transportation Commission
Contract
Services
Select contract services:
• AC Transit Easy-Pass Program
• Pilot TMA sponsorship of one Bikeshare
station
• Carshare stations (provision of space in
public facilities for contractor to house
vehicles)
• Develop and maintain basic Commute
Alternatives website
• Annual traffic monitoring and
employee/resident surveys (service
contracted to consultant)
Select contract services:
• AC Transit Easy-Pass Program
• TMA sponsorship of Bikeshare stations (3 stations)
• Carshare stations (provision of space in public facilities for contractor to house vehicles)
• Expand and maintain Commute Alternatives
interactive website, add trip planner, TDM compliance
App, on-line rideshare matching service, and links to
other commute sites (e.g., 511.org)
• Annual traffic monitoring and employee/resident
surveys (service contracted to consultant)
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 20
Transportation Demand Management Plan
Final Report
Table 1: Proposed Near-Term and Long-Term TDM Services and Programs (Continued) Service Initial (Near-Term) Services Long-Term (Buildout) Services Implemen
-tation
Threshold
TDM Plan implemented when development
reaches:
100 new dwelling units OR 100,000 square
feet of new commercial development
Continuous; TMA services are introduced or modified
after reviewing monitoring results, projected demand
and available revenue for the following year
Plan
Mgmt. [2]
City of Alameda or contract staff serving part
time. May be combination of senior and mid-
level staff.
[Full Time Equivalent = 0.57 employees]
TMA staff hired by the Board, a consulting firm, or City employees serving as TMA staff directed by a Board of
Directors as described in this Plan.
[Full Time Equivalent = 1.8 employees]
Notes:
[1] In the long-term, the shuttle stops at key destinations along route in Alameda and Oakland. AC Transit shuttle service has potential to convert to a Rapid Bus or BRT line route with expanded stop coverage and high frequencies, without reduction in desired shuttle-quality service to/from the 12th Street BART station. [2] TMA staff may be exclusively full-time to the operation of the Alameda Point TMA or be comprised of Alameda Public Works and/or Planning Department staff sharing the responsibilities of operating the TMA on a part-time basis.

Kimley-Horn and Associates, Inc., 2014.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 21
Transportation Demand Management Plan
Final Report
Table 2: Description of the Alameda Point TMA Provided Services and Programs TMA Core Service Description of Service NT LT
Administrative / Coordination / Management / Training Services General Administrative
and Management Duties
Overall management of the TMA's core and contracted services and day to day operations, general accounting, scheduling, and tracking of members through records of leases, new development, and tenants.

Y Y
Bicycle Commute
Startup Program
Training and advice for both Alameda Point residents and employees on route planning, safety, gear and equipment, bike maintenance and repair, bike parking, and shower/locker room information.

N Y
Bikeshare Station (3)
Sponsorship
The TMA may sponsor up to three (3) Bikeshare Stations for use by Alameda Point residents and employees. Limited Y
Carshare Program
The TMA will actively solicit Carshare providers to establish stations on public or private property in Alameda Point. The TMA will serve as "broker" for homeowner associations and employers seeking Carshare services for their residents and employees.

Y Y
Commute Alternatives
website
The TMA will develop the content for updating the website as well concepts for development by professional website designers.

Interactive functions such as an individual Trip Planner feature, an Alameda Point Trip Reduction Compliance Assistance application for use by any residential or commercial entity, an on-line rideshare matching service for registered users, on-line training programs for resident and employee volunteer or part-time Transportation Coordinators, or on-line bicycling safety training for everyone are examples of concepts that may be developed.

Y
Basic
Features
Y
Adv
Features
Emergency Ride Home
Program
Centralized service for dispatching taxis and managing
reimbursements to the TMA. Y Y
Employer and HOA
Compliance Strategy
Assistance
Provide guidelines and advice, material and support for employers, businesses, homeowners associations, and individuals in preparing the required Compliance Strategy. For a fee, the TMA will develop a Compliance Strategy based on interviews and information provided by the entity requesting assistance.

N Y
On-Site TDM Coordinator Duties concurrent with other responsibilities of the TMA's core services.

Part-
Time Y
Provide New Resident
and Commercial Tenant
Travel Options Kit
Develop and disseminate a kit of information and tools explaining trip reduction goals, parking management, and the Alameda Point TDM Plan’s services available to new residents, businesses, employers, employees.

Y Y
Rideshare Matching
Service
The TMA will maintain a database of registered participants interested in ridesharing. The service is available at the TDM Coordinator’s office and on the Commute Alternatives website.

N Y
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 22
Transportation Demand Management Plan
Final Report
Table 2: Description of the Alameda Point TMA Provided Services and Programs (Continued) TMA Core Service Description of Service NT LT
Administrative / Coordination / Management / Training Services Guidelines for
Preparing Residential
and Commercial
Compliance
Strategies
A handbook of guidance for residential and commercial tenants (or individuals) to develop a Compliance Strategy including a menu of measures and guidelines for their use; example Strategies, estimating effectiveness, overview of pre-tax payroll deductions, parking cash-out programs and tax implications of certain incentives; includes forms for developing Compliance Strategies. Handbook includes steps for submitting Compliance Strategies for approval, implementing Strategies, and participating in the annual monitoring and surveys. Handbook will be updated regularly and reside on the Commute Alternatives website.

Y Y
Review and Approve
Residential and
Commercial Tenant
Compliance
Strategies
Employers, residential complexes, or associations are required to prepare and submit a Compliance Strategy for approval. Compliance Strategies outline tenant plans to meet trip reduction requirements.

Provides basic tenant information and demographics, current travel modes, special requirements (e.g., shift overlaps or senior / disabled needs); describes the TMA services, incentives and programs tenant will promote internally, identifies Transportation Coordinator. Tenants may submit their own comprehensive TDM program if they prefer. The TMA reviews Strategies for reasonableness, cost-effectiveness, and awareness and effective use of available TMA services.

Y Y
School Commute
Transportation
Program
Recognizing that school trips make up a significant proportion of morning peak hour automobile trips, the TMA will coordinate with schools to provide information to parents and older students about alternatives to driving to school. Information and material may include descriptions and maps of "safe walking and biking routes to schools", and parent or school initiated programs such as "school walk-pools", “bike-pools”, student transit passes, etc.

N Y
TMA Funds
Manage accounting of TMA Funds which include special tax revenues that comprise TMA membership dues, and parking revenues, that fund TMA provided services, and public parking operations, maintenance, and enforcement.

Y Y
Transportation
Coordinator Training
Program
TMA sponsored training programs, seminars, and webinars for designated part-time Resident or Employee Transportation Coordinators who represent their HOA, residential complex, company or business; the TMA will develop and disseminate training and educational material for Transportation Coordinators to assist resident associations or employers in preparing a Compliance Strategy, and inform neighbors and co- workers of their travel options.

Limited Y
Visitor Clipper Card
Program
This program provides temporary pre-paid Clipper Cards available from the TMA for businesses to offer to traveling visitors, or for residents and employees to offer to family members, guests, etc., avoiding the need to rent automobiles to travel to/from Alameda Point. The short-term multi-day Clipper Cards include limited value fare (approx. $15 to $20.00) for use on AC Transit and BART (serving the San Francisco International Airport) plus fare for the Oakland Airport connector for the convenience of business travelers or traveling guests. The TMA will keep a limited quantity of these Clipper Cards on hand.

Limited Y
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 23
Transportation Demand Management Plan
Final Report

Table 2: Description of the Alameda Point TMA Provided Services and Programs (Continued) TMA Core Service Description of Service NT LT
Incentives and Services Related to Mode Shift
Introductory Incentives
for Alternative
Commute Modes:

- Vanpool sign-up
Incentives
-Carpool sign-up
Incentives
-Bikeshare group
subscription incentive
The TMA will periodically offer introductory incentives to residents and employees who currently travel by single-occupant-vehicle and who commit to using an alternative mode for an introductory period of time and a minimum number of days per week/month during the
introductory period. Incentives are typically in the form of vouchers for vanpool fees, fuel, or parking but may also include premium preferential parking spaces, vouchers for services or goods from local shops, restaurants, health clubs, etc. Incentives may be adjusted to reflect tax implications based on the value of the incentive.

Limited Y
Pooled Employer/
Resident Association-
Funded Incentive
Program
By pooling resources on a regular basis, Alameda Point’s property owners, employers, tenant associations, and HOA’s can provide incentives of substantial value available in frequent drawings to employees or residents who travel by alternative modes. This type of program typically gives away moderate value vouchers, products, services or cash weekly and high value winnings in quarterly drawings.

Oftentimes, the winnings being given away are significant enough to convince people to use an alternative mode at least during the drawing period.

Limited Y
Registered Vanpool
Subsidy
A vanpool subsidy is typically provided to the driver or all members of the vanpool to defray the cost of vacant seats for which the other members must compensate. A subsidy, along with increased promotion of the empty seats by the TMA and employers, acts as an incentive to retain existing vanpoolers while recruiting passengers to fill vacant seats.

N Y
Marketing and Promotion of TDM Plan
Annual Marketing and
Promotion Plan
Annually, the TMA will develop a budget and implementation plan for the marketing and promotion of services in the following year. These plans may emphasize an under-utilized service that has been demonstrated to be effective, or continue to promote the most effective services. Promotions may include "branding" of services or adopting a particular "theme" that catches the attention of future transit users. The plan must receive Board approval before implementation. Initially, the marketing and promotion budgets will be small. But with intensified development, the increase in budget may warrant contracting the development of promotions to a professional marketing firm.

Limited Y
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 24
Transportation Demand Management Plan
Final Report
Table 3: Description of TMA Provided Contracted Services TMA
Contracted
Services
Description of Service NT LT
AC Transit Easy-
Pass Program
This program leverages the purchasing power of every resident and employee in Alameda Point to contract with AC Transit to provide pre-paid transit passes to every resident and employee. In the initial phases of development, the number of passes purchased will be relatively small. As development intensifies and the number of purchased passes increases, the TMA will benefit from a reduction in the cost per pass.

Limited Y
Shuttle (or
Transit Service)
to 12th Street
BART Station
One of the most essential of the services provided to Alameda Point: a high frequency dedicated shuttle route that can transfer employees and residents to and from the 12th Street BART station in 15 minutes. In the initial phases of development, the shuttle is targeted at commuters and thus only runs during a four hour peak period in the morning and a four hour peak period in the afternoon. For economy, the shuttle's headways in the initial phases of development are 30-minutes. As development intensifies and demand for the shuttle increases, the shuttle will target trip purposes beyond the commute, thus, headways will decrease to 15-minutes, non-peak period service will be added comprising 20-hour weekday service, and Saturday service will be added. If the cost of the shuttle can be kept low, Sunday service will be added as well. Other users who are not paid for by the special tax can use the shuttle for a fee as long as their use does not reduce the frequency of headways or undermine the effectiveness of the service. Although not the goal of this Plan, the TMA should look to develop relationships with tenants at Alameda Point and other potential partners or TMAs in the City, who may be willing to fund and supplement the shuttle service or routes during off-peak hours. At some point once sufficient development exists, it may make sense for AC Transit to provide a new transit service along this same route, which could be subject to a performance-based contract with the TMA, if special tax revenue were to be used to supplement AC Transit’s fare box revenues.

Y Y
Annual Traffic
Monitoring and
Employee/Resid
ent Surveys
Determining the effectiveness of the TMA's services and the compliance strategies requires regular performance evaluation. Annually, daily and peak period traffic counts (min. of 3 days) will be collected at Alameda Point gateway intersections and measured against trip reduction goals. Augmenting traffic data is an annual employee and resident transportation survey to collect data on modes of travel, frequency of the use of those modes, trip purposes, distance traveled, cost, opinions on effective and ineffective TDM services, reasons for not using services, suggested improvements, and demographic information for cross-referencing. Survey will utilize a multi- media approach to maximize the return rate (e.g., online, mail-in, intercept).

The TMA will work with a contractor to develop data collection and survey methods.

Y Y
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 25
Transportation Demand Management Plan
Final Report
Table 3: Description of TMA Provided Contracted Services (Continued) Develop,
Update,
Enhance and
Maintain
Alameda Point
Commute
Alternatives
Website
The TMA will develop the content for updating the website as well develop concepts for website designers to enhance with functional interactivity. These services may be provided by contracted professionals or City in-house expertise if available. Interactive functions may include an individual Trip Planner feature (or link to existing trip planners), an Alameda Point Compliance Strategy-Builder application for use by end users, an on-line rideshare matching service for registered users, on-line training programs for employee TDM Coordinators or on-line bicycling safety training for everyone are examples of concepts that may be developed. TMA staff will work with a contracted website developer to implement features, if necessary Limited Y
NT=Near-term implementation of services in early phases of development.

LT=Long-term implementation of services at, or near, buildout of Alameda Point's development program.

Kimley-Horn and Associates, Inc., 2014
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 26
Transportation Demand Management Plan
Final Report

4.3. End User Provided Services and Programs
Any DDA and condition of approval for new development at Alameda Point will require that all property owners require through covenants, conditions and restrictions, or other enforceable real property interest, that run with the land that all commercial tenant associations, major employers, residential tenant association, and homeowner’s associations join the TMA, file a Compliance Strategy with the TMA consistent with this Plan, implement their Compliance Strategy, and refine it, as necessary.

TDM services and programs provided by end users, such as employers or resident associations, via their Compliance Strategy are tailored combinations of measures and services selected specifically to meet the travel needs of the employees assigned to the site, or services that best match the needs of most residents in a particular development. As stated above, all end users will be required to prepare a Compliance Strategy to demonstrate to the TMA how they will use and implement services for its employees and residents to reduce traffic in compliance with this Plan. The TMA Board has authority to review and approve Compliance Strategies prepared by employers and resident associations and the authority to require significant refinements should annual monitoring and resident / employee surveys reveal that an entity’s Compliance Strategy is ineffective. Table 4 provides a list of potential services that an end user could provide in addition to TMA provided services.

Some employers may relocate to Alameda Point with long standing trip reduction plans that are demonstrated to be effective. These employers will simply continue with their programs and may take advantage of the TMA’s other available services. However, the majority of employers and resident associations locating in Alameda Point will have never developed a TDM plan or Compliance Strategy. Some employers or associations may have so few potential participants that it is not cost-effective to develop a strategy for such a small group. In these cases, the TMA steps up to assist the entity in developing a Compliance Strategy most likely tailored to using primarily the TMA’s existing services and programs or to pooling together similar small entities in order to create cost efficiencies.

Many of the TMA services listed in this Chapter may be
identified in a Compliance Strategy, possibly with adjustments that make the service more specific to their needs. It is not the individual measures within a Compliance Strategy that makes it successful, it is the combination of measures that underscores and complements the entity’s culture and philosophy that creates successful behavioral change, particularly if the employees or residents view the strategy as consistent with their collective values. Later in this Chapter a sidebar presents a case study of an employer-based TDM program using a combination of strategies tailored to the company’s personnel.

End users can package TDM services to target specific markets or specific modes of travel, and a “commuter club” packages of services can provide increasing perks and incentives the longer the user travels using alternative modes or collects “points” for each day using alternate modes. Appendix E shows figures that provide examples of TDM services packaged to target alternative modes of transportation; site design and land use strategies combined with certain services to create a high-reward “club” incentive program; and TDM strategies that work well for residential developments are often managed by property managers or a resident association. Additionally, Appendix D provides information on how to attract residents to transit- oriented developments.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 27
Transportation Demand Management Plan
Final Report

4.3.1. Alternative Work Schedules and Remote Sites
Flexible working arrangements or facilities offered by end users can also help meet Alameda Point’s trip reduction goals. The following provides examples of these strategies that could be used by employers and residential developers/resident associations:

Table 4: Additional Services that Could Be Provided by End Users TDM Services and Programs
 Discount vouchers for bicycle or electric bicycle purchases, and related equipment  Periodic events and commute alternatives competition between tenants and residents (tangible rewards to top performers)
 Employee and resident relocation information and services (rental finder / matching website or resource library)
 Company vehicle available to employees who commute using alternative modes for mid-day use or off-site business related travel
 CommuterCheck® or similar pre-tax payroll deduction for purchasing transit fare  Pre-paid transit fare (e.g., Clipper Card) for employees or households in residential developments. [1]  Employer sponsored vanpools
 Company provided pool of bicycles and safety equipment for running errands or visiting nearby places  Company vehicle and preferential parking provided full time to volunteer drivers in return for commitment to carpooling
 Employer provided membership benefit not normally provided to employees for commitment to alternate modes at least one day a week (e.g., Pre-Paid Legal services, Costco Membership, etc.).  Concierge services provided to workers and residents with errand services that enable them to avoid vehicle trips
Notes:
[1] Note that the Easy-Pass service offered by the TMA is only available for the AC Transit system. The pre-paid transit fare would be in the form of pre-loaded full-fare pass such as a Clipper Card usable on multiple transit systems such as BART, AC Transit, and Caltrain, and may be distributed or as a reward for consistently using alternate modes.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 28
Transportation Demand Management Plan
Final Report
 Business Centers. Business centers are typically part of a residential development and are centrally located, available to all residents, and offer a quiet location for working, printing, faxing, and accessing the Internet. Business Centers are meant to facilitate teleworking.  Compressed Workweeks. This type of flexible work arrangement maintains a 40-hour work week but compresses the week into in 4 days at 10 hour each day or 80 hours in 9 days. These programs allow employees to avoid work commutes once a week or once every two weeks and essentially cut employee trips by 20 percent.
 Flexible Work Schedules
. This type of scheduling allows employees some latitude in their shift start and end times which may adjust these times by as little as15 minutes to as much as 2 hours. Flexible work schedules allow employees to adjust their work schedules to better match transit schedules, as well as to avoid periods of peak traffic volumes.
 Teleworking.

Formerly termed “tele-commuting,” this alternative work schedule allows employees to work from home or from a distant business center closer to their home than to their workplace.

Successful TDM programs assist workplaces with the design of telework programs by informing management on issues regarding liability, rules of participation, and technology issues.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 29
Transportation Demand Management Plan
Final Report

Employer-Based TDM Plans: A Case Study of the
Nike Corporation
The State of Oregon’s Department of Environmental Quality established a commute trip reduction mandate aimed at employers. Beginning in 1996, employers were required to provide incentives and programs for employee use of alternative commute options, and reduce single-occupancy-vehicle (SOV) commuting by 10 percent over three years. Nike’s program is summarized below:
 Nike introduced an incentive-based program giving away prizes and Nike Buck vouchers good at the Nike cafeteria and at Nike stores at a large quarterly drawing, and at smaller monthly drawings.  The program was promoted through Nike’s on-site employee Transportation Coordinator and at transportation fairs, newsletters, flyers, and posters, which raised interest in the prizes and an increase in alternative modes usage.
 Nike encouraged rail use by sponsoring a shuttle to transport employees to and from a light rail station, about ½-mile from the Nike campus.
 Nike subsidized transit by paying 72% of the cost of an annual bus/rail pass.  Nike promoted carpooling through the use of an in-house rideshare matching list and preferential carpool parking.
 All pass holders were eligible for the Guaranteed Ride Home program, administered by the local transit authority, TriMet.
 Nike supported a flextime policy allowing employees to work with their supervisors to develop schedules most appropriate for them and their workload.
 Nike provided services for bicycle commuters, and interested bicycle commuters including helping employees map out safe bicycle routes, providing regional and local bicycle resources and information, and promoting bicycle specific events to all employees.
 Bicycle commuters had access to Nike’s two fitness centers and use of the showers and locker room.  Bicycle racks were installed around the campus and bicycle cages were built in the fitness center area.  Employees were allowed to bring bicycles into the building and store them in their offices.  Bicycle commuters were eligible to participate in the monthly and quarterly drawings.  Nike’s campus has on-site amenities designed to limit SOV and vehicle usage during the workday.  Nike employees can access quality childcare at one of the two on-campus childcare centers.  Employees that need childcare for only a short time can utilize the Nike Tykes drop off program.  Other on-site amenities and services include two sundry stores, dry cleaning service, beauty salon, an ATM and on-site movie ticket sales.

Nike’s SOV rate in 1996 was 98%. Since implementing the TDM program, Nike’s SOV rate has reduced to 78% with employees using other modes at 10% carpool, 2% bike, 5% bus / rail, and 5% flextime. During annual monitoring of the TDM program, employees provide Nike with feedback and ideas for program improvement and the Transportation Coordinator is given flexibility from Nike management to make appropriate changes to the TDM program.


Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 30
Transportation Demand Management Plan
Final Report

5. PARKING MANAGEMENT STRATEGY

5.1. Objectives of the Strategy
The parking management strategy for Alameda Point is
not a separate or stand-alone plan, but an essential
component of the Alameda Point TDM Plan that supports
the overall objectives of the Plan. The parking strategy has its own objectives as well. The objectives are:
1) To limit the supply of private parking and control
the pricing of public parking to encourage the use
of alternative modes of transportation, as part of
a series of strategies that comprise the Plan with
an overall objective of significantly reducing the
number of automobile trips generated by
Alameda Point land uses.
2) To ensure that Alameda Point has a sufficient
parking supply, meeting the needs of its
businesses, employers and residents, within the
context of a compact, walkable and transit-
oriented community.

5.2. Overview of the Parking Strategy
Alameda Point’s parking strategy employs current best
practices for urban parking management where land
values are high and traffic capacity is limited. The parking strategy uses three common methods of controlling parking that results in sufficient, but not excessive, parking for all users in the context of a compact, walkable, and transit-oriented community. The three methods, including zoning and development standards; a system of public parking facilities; and parking pricing, are described below. Figure 2 summarizes the three methods of achieving successful parking management and Table 5 below provides a summary of the phasing of the Parking Management Strategy over the near- and long-term.

5.2.1. Alameda Point Zoning Code and Development Standards for Parking Alameda Point's zoning controls the amount of private parking that can be built within new development by eliminating conventional "minimum" parking requirements and, instead, imposing a limit on the amount of private parking in new development. The development standards in the zoning code results in more efficient use of parking because the supply is limited without guarantee of locating a vacant space, and the alternative (public parking) charges a fee.

Although not stated in the zoning code, the parking strategy hinges on the use of public parking (either on- street or in off-street lots and garages operated by the City) when demand exceeds the supply of parking in private development. When this happens frequently enough, drivers consider alternate modes to avoid the hassle of search for a vacant parking space and the cost and inconvenience of having to park off-site.

Most Effective
Combination of
Conditions and for
Successful Parking
Management
 High level of public transit in vicinity
(such as AC Transit’s Line 51 and
BART)
 Restricted parking supply
 Parking fees
 Moderate to high level of employer
or resident association-provided
transportation services (e.g., shuttle
to BART)
Source: TCRP Report 95: Traveler Response to
Transportation System Changes, Chapter 19: Employer
and Institutional TDM Programs.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 31
Transportation Demand Management Plan
Final Report
Figure 2: Alameda Point's Parking Management Strategy. The parking strategy uses zoning, a system of public parking, and pricing as one of the primary foundations of the Transportation Demand Management Plan.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 32
Transportation Demand Management Plan
Final Report

5.2.2. Alameda Point’s Public Parking System
Municipally-owned public parking is typically provided as an amenity in downtowns, in retail-intensive places, or where it is infeasible or cost-prohibitive for private development to construct the amount of parking required by zoning. In Alameda Point, municipal parking is used to meet parking demand that exceeds the private parking supply, and as a source of parking for businesses that would prefer to lease rather than build parking that is likely to be underutilized in the future.

Alameda Point’s public parking system has on and off-street parking facilities. On-street parking retains its traditional role as a supply of short-term parking for adjacent land uses. On-street parking is regulated through time restrictions in most subareas but metered in high-demand areas like the Town Center and Waterfront Sub-district. Off-street parking lots and garages will charge by the hour, with the rates favorably pricing short-term parking and increasing with each hour to discourage employee parking. Additionally, a monthly parking pass program for employees may be employed if determined to be appropriate. Also, near-term developments may require short-term leases for additional land for temporary parking until key TDM services and programs become more evolved and robust.

A system of public parking requires the City of Alameda to retain, in City ownership, select properties to be reserved for off-street public parking in perpetuity. Parcels of land for public parking should not be located in prime locations but should be within a ¼-mile walking distance of anticipated concentrations of development.

Figure 3 shows seven sites identified by the City as potential public parking facilities and Figure illustrates the walking coverage associated with the seven parking sites.

Although expected to be generally consistent with this Plan, the exact location and size of these public parking lots will be determined as part of the Development Plan approval process initiated by developers for larger areas that include one or more of these public parking locations. In certain areas, the City may be responsible for initiating the process of seeking approval for the development of a public parking lot from the Planning Board and City Council.

5.2.3. Parking Pricing
Public parking will not be free in Alameda Point—the fees charged for parking are both pragmatic and strategic. Parking charges are pragmatic because they help fund the operations and maintenance of the parking facilities to keep them safe, clean and attractive, and well-lit. They are strategic in that charges can be raised or lowered to achieve a desired result such as encouraging a high rate of turnover in areas with high demand for short term parking.

The effect of pricing works because drivers are highly sensitive to the total cost of travel and, in particular, the cost of parking. Because of this sensitivity, a relatively small adjustment in the cost of parking can have a large disincentive or incentive effect on decisions to drive.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 33
Transportation Demand Management Plan
Final Report

Table 5: Summary of Parking Management Strategy in Near- and Long-Term Near-term Long-term
• City implements and enforces zoning parking
requirements for new development
• City may negotiate with new property owners/
tenants to provide near-by public parking or short-
term leased private parking, if owner/ tenant needs
more parking than zoning allows
• City/developer constructs surface public parking
lots as necessary to meet obligations of
development agreements and leases (see Figure 3
for parking locations)
• As necessary, City implements on-street parking
time restrictions on new and reconstructed streets
per MIP
• City charges a nominal fee in all public parking
facilities to establish parking fees on Alameda Point
as permanent
• City continues to implement and enforce zoning parking requirements for new development
• City may continue to negotiate with new development for proximate public parking until all public parking sites are constructed
• City/developer constructs public parking lots and/or
structures as necessary to meet projected demand, and
obligations of development agreements and leases
• City enforces off-street payment and on-street parking time restrictions on new streets per MIP
• City, in consultation with TMA annually review the TDM monitoring results and parking conditions to determine if parking fees will remain at current state or be subject to an increase or decrease depending on specific goals
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 34
Transportation Demand Management Plan
Final Report
Figure 3: Locations of Alameda Point's Potential Public Parking Facilities Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 35
Transportation Demand Management Plan
Final Report

Figure 4: Walking Coverage from Alameda Point's Potential Public Parking Facilities

5.3. Regulatory Controls on Private Parking in Development The relevant regulatory components of the parking management strategy, provided through the zoning code, include:
 No minimum parking requirements permits developers to decide based on cost and market factors without the mandate to absorb the cost of expensive structured parking that might make the development infeasible. This is a particularly important advantage to developers who want to build quality projects, but find the cost of structured parking on small or constrained sites a significant obstacle.

 On-site parking spaces cannot exceed the code’s maximum limit.

 Unbundled parking, where the cost of parking is separated from the purchase or lease of housing is required for all multi-family housing units.

Parking demand that cannot be accommodated within private development (spillover) may park on-street (short-term parking) and in off-street public parking facilities (long-term) that are funded by parking charges.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 36
Transportation Demand Management Plan
Final Report
Finally, the parking strategy emphasizes the value of the parking space which, when subsidized by employers, is taken for granted by employees. The strategy associates a value to public parking spaces—which may be a nominal value in the initial stages of development and may gradually increase as the level of development intensity increases and as the transit, bicycle, and pedestrian systems become increasingly robust and convenient.

5.4. Supportive Parking Strategies that may be Implemented by Property Owners, Employers or Resident Associations
Owners of buildings, individual tenants and employers, or resident associations can participate in, and contribute to, the trip reduction programs by implementing the following or similar parking-related strategies:

1. Preferential Parking. As an incentive to attract employees into trying rideshare options, building owners and employers may reserve parking spaces in desirable locations relative to the entries of commercial buildings, typically within a parking structure, adjacent to the building entrance or elevators, and marked reserved for registered carpool or vanpool vehicles.

2. Carshare Facilities. Owners
and building managers may reserve one or more parking spaces in a private parking facility and designate the parking for housing commercial Carshare vehicles for use by tenants of the building, or nearby buildings.

3. Bikeshare Facilities. Owne
rs and building managers may reserve an area on-site for installation of a private Bikeshare facility.

4. Parking Cash
-out Program. California law requires employers who rent parking for their employees, and who subsidize the employee’s cost to use the rented parking, offer their employees the option to choose taxable cash in lieu of any parking subsidy offered. The cash in lieu of parking subsidy can be used to pay for alternative modes of transportation. Separation of the cost of parking from the cost of floor area allows employers to reduce expenses by not renting parking spaces for each employee who chooses not to drive.

5. Other Supportive S
trategies. Owners and building managers, or employers may offer services that offset concerns about not having an automobile available while at work such as an emergency ride home program, Carshare membership, and on-site services such as ATM’s, dry cleaners, and fitness centers.

5.5. Projections of the Private and Public Parking Supply at Buildout of Alameda Point The private parking supply and the public parking supply at Alameda Point are linked. Not officially linked through zoning, but through the approach to parking management in this Plan. The linkage was intentional so that the amount of private parking, and the cost of public parking, could be controlled.

The amou
nt of public parking the City provides will be dependent on the choices development makes regarding on-site parking. For example, if at one extreme, development leans towards as little private parking as possible, the City will need to make up the difference and provide more public parking than anticipated, increasing the amount of land required for public parking as well as increasing the cost to construct public Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 37
Transportation Demand Management Plan
Final Report
parking. The advantage to the City under this scenario is an increase in their control of parking supply and pricing.

At the other extreme, if development chooses to maximize on-site parking, the City spends less to builds public parking but also loses some of their control since development will be less dependent on the public supply. Projecting the private and public parking supply for planning purposes assumes neither extreme, but seeks the middle ground for conservancy.

An estimate of the public parking supply at buildout of Alameda Point is based on assumptions about the amount of private parking that will be provided by developers (not to exceed the maximum parking ratios adopted in the Alameda Point zoning regulations). Appendix A provides supporting information on these estimates. Based on these assumptions, it is estimated that Alameda Point will need to provide approximately 2,400 public spaces (excluding on street parking spaces) in the potential locations depicted in Figure 3.

The
sum of the private off-street and public off-site parking supply is approximately 70 percent less than the minimum off-street parking requirements in Alameda’s conventional zoning. The chart in Figure 5 illustrates the difference between Alameda Point’s zoning requirements and conventional zoning.

Appendix B provides
a detailed comparison of these requirements.

Figure 5: Alameda Point vs. Conventional Parking Requirements: Alameda Point's zoning does not require a minimum level of parking and instead places a maximum on parking. Public parking facilities serve as part of development's parking supply. The sum of Alameda Point’s private and public parking is, on average, about 70% of the minimum parking required under Alameda’s conventional zoning.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 38
Transportation Demand Management Plan
Final Report

5.6. Justification for Reducing Alameda Point’s Parking Requirements There is no existing standard parking ratio for land uses in compact, dense, walkable and transit-oriented environments whether highly urban or moderately suburban. Further, there is no guidance on determining whether a particular reduction factor would be considered conservative or aggressive. The 70 percent parking standard reduction factor for Alameda Point, however, was not selected arbitrarily. It is selected based on current best practices planning and designing transit-oriented-developments throughout the United States.

Research on the travel characteristics of infill and transit-oriented-development at the regional, statewide and national scales support the practice of reducing parking requirements both as a disincentive to driving and because studies show that transit-oriented-developments are frequently “over-parked” when they provide parking under conventional zoning requirements.

The concept of reducing conventional parking standards for transit-oriented-development is supported by the policies and best practices adopted by the Metropolitan Transportation Commission (MTC) in its publication Reforming Parking Policies to Support Smart Growth: A Toolbox/Handbook of Parking Best Practices and Strategies for Supporting Transit Oriented Development in the San Francisco Bay Area (2007) which explicitly encourages local municipalities to reduce parking requirements, encourage shared parking, use parking pricing to manage demand, and implement transportation demand management programs to reduce automobile travel.

MTC’s Resolution 3434 Transit-Oriented Development (TOD) Policy for Regional Transi Expansion Projects affects development around regional transit facilities including ferry terminals. This resolution requires that agencies applying for transit expansion funding prepare plans for development around transit stations that must include: “TOD-oriented parking demand and parking requirements for station area land uses, including consideration of pricing and provisions for shared parking.”

Empirical evidence supporting the magnitude of the parking ratio reduction proposed in the Off-Street Parking Requirements of the Alameda Point Zoning District can be obtained by comparing the proposed Alameda Point parking ratios with currently adopted parking ratios in comparable municipalities in the Bay Area. A comparison shows that areas with denser land uses and walkable, bicycle-friendly transportation networks served by high frequency transit (e.g., similar to the vision for Alameda Point) have, on average, off-street parking requirements that are only 46 percent and 60 percent of the requirements applied to development in conventional suburban environments

2. Based on this evidence, a factor reducing Alameda’s
conventional parking standards by 30 percent would appear to be conservative.

2 Based on a comparison of off-street parking requirements between cities classified under MTC’s “area type” criteria as low- suburban (Mountain View, Redwood City, Union City, Vallejo, Walnut Creek, and Alameda) and those classified as high- suburban (El Cerrito, Berkeley, and San Mateo). In the comparison, high-suburban retail, office and multifamily residential parking requirements averaged respectively 46%, 54%, and 55% to 60% of the parking requirements for the same land uses in low-suburban communities. Source: CDA Smith. Existing Bay Area Parking Policies – Technical Paper for the Reforming Parking Policies to Support Smart Growth Study. Metropolitan Transportation Commission, 2007.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

May 20, 2014 Page 39
Transportation Demand Management Plan
Final Report

6. MONITORING AND REPORTING
This Chapter presents a plan for monitoring and reporting the Alameda Point TDM Plan’s success at achieving the trip reduction goals outlined in Chapter 3.

6.1. Objectives of Monitoring and Reporting
The objectives of annually monitoring traffic and alternative modes of transportation, and annually surveying employees and residents are:
1) To measure progress towards achieving, or retaining, compliance with the Plan goals to reduce automobile trips; and
2) To identify the most effective TDM strategies, and the least effective strategies (as well as the reasons why), so that the former can be strengthened and the later can be replaced or significantly improved.

By these objectives, the monitoring program is both a “gauge” of performance, and a “tool” for improving the Plan by soliciting objective feedback from its users. The findings of the annual monitoring are based on empirical data collected in multiple ways. Data may come from counts or from records that can be tallied such as traffic volume; transit passenger, bicyclist and pedestrian volumes; parking occupancy; number of participants in programs such as rideshare matching, vanpools, and employee parking cash-out. Data on travel characteristics and demographics are gathered from employee/resident surveys, as does user preference or disinclination of the TMA offered services and programs.

The data described above can be analyzed and cross-referenced to derive information such as by what mode employees and residents of Alameda Point travel for various trip purposes; the frequency of travel by a mode other than the single-occupant-vehicle; or which TDM services employees and residents use and why (and vice versa). This data can be further cross-referenced with demographic data to classify travel characteristics by personal and household characteristics such as occupation, income, vehicle ownership, vehicle availability, place of residence, and household size. Cross-referencing is valuable in targeting specific groups with programs designed to meet their needs.

The data, analysis, findings and recommendations are consolidated into a report and presented to the Alameda Transportation Commission. The objectives of reporting the results of the annual monitoring are:
1) To hold the TMA and its member employers accountable for the performance of the Plan in meeting the trip reduction goals established for Alameda Point; and 2) To document the evolution of the Plan over time, as well as to record the performance and efficacy of the strategies being monitored which, when compiled over time, will serve as a guideline for future members of the TMA when developing or revising a TDM plan.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60