Alameda City Council
April 21, 2026

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6.2. Approach to Monitoring the Alameda Point TDM Plan
Monitoring the Plan is a cycle of tasks that occur annually. The tasks that comprise the monitoring plan represent the “self-enforcing” element of a continuously improving TDM Plan. The tasks are listed below and their cyclical application is shown in Figure 6.

1. Monitor

2. Analyze

3. Report

4. Refine

5. Implement
There are four groups of steps comprising the annual monitoring plan. Each are described below:
1) Develop a plan for monitoring Alameda Point. A new plan outlining data collection and employee and resident surveys needs to be developed each year. New development and more people in Alameda Point may have affected travel characteristics and data collection points may need to be relocated, or new points added.

The survey questions need to be developed and tailored to obtain information from new users and rating of the services and programs introduced in the past year. The annual monitoring plan is a logistics plan that spells out the type of data to be collected, how it will be collected, when the data collection will occur, and who is responsible for obtaining the data and performing quality control checks. The Plan budgets for the TMA to contract many of the planning and data collection tasks to a consultant. 2) Collect and analyze the data. The primary goal of analyzing the data is to determine how the Plan is performing in terms of achieving the trip reduction targets. This is done by comparing actual trip generation (from counts) against expected trip generation based on the projections in the Alameda Point EIR. Analysis of the survey data should provide a picture of how well the TMA’s services are being utilized and how well individual employer Compliance Strategies are working. The survey results should make it clear which services or programs are popular and why, identify unforeseen obstacles to using certain services, and identify personal reasons why people choose not to participate in the Plan, so that the Figure 6: The cycle of steps conducted annually in monitoring the TDM Plan.

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revised Plan can address the reasons with new or improved services, if feasible. The TMA may want to include some aspects of the data analysis and interpretation in the consultant contract. 3) Report the findings. TMA staff are responsible for compiling and condensing the data and analysis into a concise annual monitoring report which is presented to the TMA Board of Directors and the Transportation Commission (potentially at a joint meeting). The annual monitoring report may be combined with the TMA’s annual business report. Whether two separate reports or combined, the reports should include the following information:

TMA Annual Business Report
 An introduction of the Board of Directors, current roles, and their backgrounds (the Board rotates its official roles annually or semi-annually but Board members step down or term-out periodically).  A summary of the actions taken and key decisions made by the Board of Directors during the year.  A summary of Alameda Point land development and leasing activity to date and cumulatively.  Brief introductions of the new businesses and employers that have located in Alameda Point during the year, and a high level overview of their Compliance Strategies.  A description of the new TMA provided services introduced during the year, and introductory biographies of any new TMA staff.
 An overview of the state of the Parking Management Strategy, including a tally of private and public spaces built and brief discussion of enforcement statistics and issues.  A summary annual budget report including financial statements as required by the Board (e.g., Statement of Activities, Statement of Position, Income Statements, etc.) Annual Trip Reduction Monitoring Report
 Introductory section reviewing the goals of the TDM Plan and a chronological summary of past performance.
 Presentation of the key findings from the analysis of the data and surveys, particularly the current status of vehicle trips relative to the trip reduction targets, and the rate of progress toward meeting the goals (if not being met), or the rate of regression away from the goal if that is the case.  Overview of the survey results, and interpretation of the general employee / resident opinion of the effectiveness of individual services and the Plan as a whole.  Staff recommendations for refining, adding to, or eliminating the TMA’s services and programs in response to the monitoring findings and the survey responses.  Staff’s recommended annual update to the marketing and promotion plan, the implementation of planned major programs, and scheduled upgrades to the website, shuttle services, etc.  Staff’s recommendations for improving specific employer-based Compliance Strategies based on the survey responses (employers have access to the survey responses as well). 4) Refine the Plan
as appropriate and re-implement. The final step in the annual monitoring of the Plan is to follow the direction of the Board in regards to the recommendations presented in the annual monitoring report. If necessary, use the analysis of the data collected and survey information to develop a detailed refinement plan. It’s important to re-implement the Plan as soon as feasible, followed by notification to users of the changes in the Plan, either through a newsletter, website, meeting, or a comprehensive marketing initiative if the changes are significant.

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6.3. Definition of Performance Measures
There are a number of measures that can be used to evaluate the effectiveness and performance of the Plan, including the already stated: reduction of peak hour vehicle trips. These can be measured as part of the annual monitoring and reporting process, as necessary, to assist in the successful implementation of the Plan.

Vehicle trip reduction (VTR): The number or percentage of automobiles removed from traffic during specific time periods such as the AM or PM peak hours. This measure is determined by comparing current vehicle trip counts to counts conducted previously or to a derived baseline calculation vehicle trips.

Mode split: The proportion of trips made by each form of transportation serving Alameda Point. Mode split indicates which form of transportation is being used compared with driving alone. Mode split, by itself, doesn’t indicate whether the trip reduction goals are being met. Mode split needs to be compared to a baseline condition because it is the change in mode that is used as a performance measure.

Mode split can be determined for the aggregate of all trips, but is more useful if determined for specific trip purposes such as commute to work, or take children to school, etc. This information is useful in prioritizing TDM programs for improvement. Mode split data is collected by surveys.

Reduction in parking utilization. Parking utilization is defined as the number of accumulated vehicles parked in a lot or garage, a district or sub-area, or any scale of geographic area, at a given point in time as a proportion of the parking capacity. For example, seventy five vehicles parked in a 100-space parking lot at 1:00 pm is a parking utilization of 75% (75/100 = 0.75) at 1:00 pm.

If utilization is measured every hour over a 24-hour period the hour with the most parked vehicles is the “peak hour of parking demand”, or just parking demand. If the parked vehicles can be segregated by the specific land uses they serve then the data represents the peak parking demand for that particular land use.

A reduction in the average parking utilization means that, compared to the same time period in the past, the percent of spaces utilized by a parked vehicle is lower. This type of measure does not replace actual traffic counts, but it is an effective measure of the number of vehicles that “accumulate” in Alameda Point over the course of a day.

Cost-effectiveness: This is a measure of the efficiency of the Plan or individual services. An inefficient TDM Plan may be achieving its goals, but at great cost which is unlikely to be sustainable over time. Cost- effectiveness is primarily determined by dividing the cost of the Plan or service by the unit of change (for Alameda Point, the unit of change is per vehicle trip reduced). Under some circumstances cost-effectiveness may include intangible benefits to the community such as improved health, improved regional air quality, or contributing to economic development growth. Other benefits may be used to justify retention of a program or service even if it ranks low in its financial cost-effectiveness.

TDM Plan Awareness: This measure is an indicator of how well the Plan is being marketed and promoted. It measures the number of potential users who are aware of a program or service as a result of the Plan’s forms of communication and promotion.

Participation: The final measure of how well the Plan is doing is the number of people participating in the Plan’s programs and services. It may also measure the number of people who responded to an outreach effort or promotion, or have requested to participate in a program.

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6.4. Monitoring Process
Although employee and resident surveys will be performed annually, collecting traffic data is the single-most essential measurement in the monitoring plan. Vehicle counts are monitored at entry and/or exit points to and from Alameda Point. Vehicle counts are used to determine the actual number of vehicles generated by the site; or removed from site-related traffic as the Plan takes effect, and can be used to confirm if Alameda Point is achieving its trip reduction goals. The monitoring plan contained in this Chapter proposes a four step process:
 Step 1: Annual Traffic Counts.

Each year annual traffic counts are taken at the gateways to Alameda Point to determine the total number of actual trips entering and leaving Alameda Point during the AM and PM peak-hour.

Although the annual traffic counts are compared to the ultimate trip reduction goals from the Alameda Point EIR inclusive of the traffic generated from existing uses (as described below), it is recommended that traffic counts be taken prior to implementation of the Plan to establish a baseline condition.
 Step 2: Estimates of Re
sidential and Commercial Traffic. The breakdown of these actual trips by residential and commercial uses is estimated for both the AM and PM peak-hour based on trip generation rates from the Institute of Transportation Engineers (ITE) and other local data.  Step 3: Quantify
Trip Reduction Goals. The total number of trips projected from Alameda Point durin
g the AM and PM peak hours in the Alameda Point EIR for the 2035 Cumulative Project or “build out scenario” are assigned to residential and commercial land uses using ITE rates and local data. Then, these projected commercial and residential trips at build out are reduced by 30 percent and 10 percent, respectively, consistent with the City’s trip reduction goals, to create the overall trip reduction goals for the AM and PM peak hours. In other words, the Alameda Point TDM Plan’s goal is to implement improvements, services and programs that keep traffic generated from residential and commercial development during the AM and PM peak-hours below these overall thresholds.

Additionally,
these quantified residential and commercial trip reduction goals for built out are divided by the number of housing units and commercial square footage assumed at build out (i.e., 1,425 units and 5.5 million square feet of commercial) to estimate a “per-unit” or “per square foot” trip reduction goal, respectively, that can be applied to the cumulative interim amount of development, to each year
’s development, and/or to an individual development to assess how well the Plan or a particular development is doing over time in meeting its fair-share of the overall trip reduction goals. As a result, it is crucial to keep track of the annual and cumulative amount of development built at Alameda Point.
 Step 4: Compare Trip Re
duction Goals to Actual Annual Counts. Once the trip reduction goals have been quantified,
the actual traffic counts taken in Step 1 should be compared to at least two different permutations of the trip reduction goals developed in Step 3:

1. Overall Goals by La
nd Use. Residential and commercial peak-hour traffic counts should be compared to the overall residential and commercial peak-hour trip reduction goals for build out. In the early years, there should be a large difference between these numbers with the trip reduction goals far exceeding traffic counts.

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2. Cumulative Goals by Land Use. Residential and commercial peak-hour traffic counts should be compared to the “per-unit” and “per-square-foot” trip reduction goals applied to the cumulative amount of development phased in to date at Alameda Point to assess how well development is doing in meeting the goals on an interim basis. Since new development takes time to fully and effectively use TDM services and programs, it should not be surprising if in some years the actual traffic counts from cumulative development exceed the interim goals.

However, if they do, this should be an important indicator to the TMA that there may be a problem that needs to be addressed by potential refinements to the Plan.

While the TMA will use survey data collected annually to improve the effectiveness of their services and programs every year, if traffic count data indicate that traffic is increasing faster than expected or consistently exceeding interim trip reduction goals, the TMA will, most importantly, use the survey data to help identify the problem and, if necessary, refine or modify the services and programs offered by the TMA and/or end users.

6.5. Other Notes on Monitoring

1. Survey control groups to account for extraneous factors. At the same time the initial baseline traffic counts are being conducted, the City should identify and survey at least one commercial and one residential control group before the Plan is implemented. The control groups would take essentially the same survey that will be conducted at the first annual monitoring about 12-months later. The survey would help clarify the true impacts of the TDM program versus other external factors that affect travel behavior (gas prices, time of year variations, the rate of growth in Alameda Point, etc.).

2. Ensure consistency between performance measures that are repeated before and after. It is important to gather data in the same way or using the same or nearly the same tools before and after the Plan is implemented. This will allay concerns that the before and after data are comparing apples and oranges. For example, the vehicle count program, the primary means of collecting actual traffic data, is the tool used to monitor the impact of a TDM program, a vehicle count using the same methods of collection and analysis would also need to be taken before the Plan is implemented.

3. Ancillary data collection. In addition to the traffic counts at Alameda Point’s gateway intersections, and employee and resident surveys, other useful data may be collected.

a. Auto occupancies can be collected through spot manual 60-minute counts at key gateway intersections before and after implementation of the Plan. This information will be useful in determining through observation, increases in car and vanpooling.

b. Bicycle and pedestrian counts of cyclists and pedestrians entering or exiting the boundary of Alameda Point can be collected at the gateway intersections at the same time vehicle counts are being conducted.

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c. Truck counts. Although truck movements are not explicitly included as a performance measure in the Plan, the amount of manufacturing building space planned on Alameda Point may warrant collection of truck movement data, in the event the magnitude of truck traffic eventually triggers the need to TDM strategies related to freight movement.

6.6. Consequences of Failing to Meet Trip Reduction Targets The issue of whether the Plan should contain penalties for failing to achieve trip reduction goals was raised as part of the public process in preparing this Plan. The discussion included financial penalties such as increases in TMA taxes or membership dues, or fines for individual businesses or residential developments that failed to achieve reduction goals, but also included methods that rewarded or incentivized goal achievement in the form reducing TMA taxes or membership dues, etc. The approach recommended in this Plan is to allow the Plan to be self-enforcing, as proposed through annual monitoring, reporting and Plan refinement.

The monitoring and reporting element of the Plan requires that, should the monitoring show that the development is failing to achieve its trip reduction goals, the TMA and its members, commercial and residential entities, prepare and implement a refined Plan with new or substantially revised strategies, and continue to monitor the effectiveness of the changes. This requirement in itself constitutes a form of financial penalty since the cost of revising the Plan and introducing new strategies along with marketing and promoting the strategies can be an incentive to implement robust strategies in the initial Plan and avoid the cost of revising the Plan, or implementing more costly strategies.

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7. ALAMEDA POINT TDM PLAN IMPLEMENTATION
This Chapter outlines the implementation of the Alameda Point TDM Plan, including the process for complying with and modifying the Plan, an approach to funding the Plan, as well as an outline of the near- and long-term steps necessary to implement the Plan.

7.1. TDM Plan Compliance and Modifications

7.1.1. 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, 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.

7.1.2. 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 there is a reason to re-evaluate the trip reduction goals.

Additionally, the TMA can request approval by the City
Council (with a recommendation from the Transportation Commission) of major modifications to the TDM Plan at any other time deemed necessary by the TMA.

7.2. Costs and Funding of the TDM Plan
The costs of the Plan include capital costs and operations and maintenance expenses, which will vary over time. In the near-term, costs will be lower due to limited development and associated revenues sources. As development occurs, demand for facilities and services and associated revenues will grow. The revenues to fund the Plan will include numerous private and public sources of funds that will vary over time as well.

7.2.1. Capital Costs and Funding
All capital costs associated with implementation of the Plan, including public parking lots, on-street meters, shuttles, etc. are estimated and included in the MIP, which was approved by the City Council in 2014.

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impact/infrastructure fees, community facilities district financing, grants, land sale proceeds and private developer contributions. Appendix A provides supporting tables for this section.

7.2.2. Operations and Maintenance Costs and Funding
The operations and maintenance costs associated with the Plan, including the TMA provided services and programs and public parking facilities are estimated for both the near- and long-term in Table 6 consistent with the proposed TMA services described in Chapters 4 and 5. Funding for these services will come from special taxes that all new development at Alameda Point will be required to pay annually, parking charges, parking enforcement revenues, lease revenues, developer contributions, transit agency support, and grants.

As a result, employees and residents will not have to pay to use the TMA provided core services and programs every time they use them. In general, the property owners will have already paid for the core services as part of an annual special tax assessment.

In certain instances, however, members of the TMA may
pay a user fee for enhanced services that the TMA offers.

The near- and long-term “net total” amounts provided in Table 6 are the amounts that must be funded through non-parking related funds in the near-term when just essential services are provided and in the long-term when the development is built out. In the near-term with limited development at Alameda Point and minimal special tax revenue, this amount will need to be paid for from developer contributions, lease revenues, and grants. As greater development occurs and special tax revenues increase, it is expected that special tax revenue will fund the full “net total” amount. All development pays the same tax (adjusted for assessed value of the subject property) regardless of whether the development occurs in the first phase or in thirty years—a special tax that in aggregate is sufficient to fund the TMA’s services and programs at buildout of Alameda Point, as provided in Table 6 under long
-term “net total”. The projected revenue shown in Table 6 is based on conservative assumptions, especially in the near-term, which are summarized in the Appendix A.

7.2.3. Other Funding Opportunities
In addition to special taxes paid annually by property owners to fund the Plan, it is the responsibility of the TMA staff to regularly seek additional sources of funds, which may be available from federal, state, and regional sources. Some of these sources are described in this section.

A 2003 survey (Hendricks and Pederson-Stahl, 2004) of TMAs in the United States found that TMA program budgets included the following revenue sources:
 Membership dues (56 percent).
 Federal grants (48 percent).
 Local grants (28 percent).
 State grants (27 percent).
 In-kind donations (25 percent).
 Service contracts (19 percent).
 Fees for services (16 percent).
 Developer contributions (9 percent).
 Business improvement districts (BIDs) (7 percent).

More than ha
lf the U.S. TMAs receive funding from its membership in the form of dues or through improvement districts. However, grants form the largest source of funds for TMA’s. Many grant programs are Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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Initial Capital Cost Annual Expenditures
and Revenues Capital Costs
Annual
Expenditures and
Revenues
Capital Costs
Surface Parking Lots - Construction
(See Tables A-3a and A-3b) [1] Funded by: MIP [2] $ 1,352,000 $ 8,579,109 Structured Parking– Construction
(See Table A-3a and A-3b) [1] Funded by: Future
Parking Revenues
$ - $ 19,344,000
Parking Meters and Enforcement Vehicles
(See Table A-4) Funded by: MIP [2] $ 498,000 $0
Total Capital Costs $ 1,850,000 $ 27,923,109
TMA Provided Services & Programs
(see Table A-1 and A-2a) Funded by: Enterprise Fund
[3]
$ 321,878 $ 1,366,465
Parking Operations & Maintenance
(See Tables A-3a) [4] Funded by: Enterprise Fund [3] $ 78,000 $920,349 Parking Enforcement
(See Table A-4) Funded by: Enterprise Fund [3] $ 12,081 $ 166,914 Total Annual O&M Costs $ 411,960 $ 2,453,728
Parking Fees
(See Table A-5a) $ 39,146 $ 1,240,245
Parking Enforcement
(See Table A-4) $ 12,081 $ 166,914
Total Annual Revenues 51,228$ $ 1,407,159
Net Total (Revenue - Expenditures) [5] $ (360,732) $ (1,046,568) Table 6: Estimated Capital and Annual Costs of the Alameda Point TDM Plan (Near-term and Long-term)

EXPENDITURES
Notes:
[1] Near-term public parking costs assume the constructon of 260 parking spaces located in surface lots distributed over Alameda Point. The capital cost shown in this table is the sum of the hard and soft cost to construct 260 surface parking spaces. No structures are assumed to be constructed in the near-term scenario. Long-term public parking costs assume the construction of the balance of surface parking lots and structures identified in Table A-3b. The capital cost shown in this table is the sum of the hard and soft cost to construct 1,653 surface parking spaces and 700 structured parking spaces.
[2] MIP = Master Infratructure Plan
[3] Enterprise Fund = Accounts funded through special taxes exacted on Alameda Point property, parking charges and enforcement revenues, and used exclusively for funding the TMA's services and programs, contracted services, and the operation and maintenance of public parking facilities.
[4] The cost of O&M for parking facilities assumes $300 per space per year for surface parking lots and $600 per space per year for structured parking facilities.
[5] The net total represents the amount that will be funded through special taxes exacted on Alameda Point property as described in footnote 4.

Kimley-Horn and As s ociates , Inc. 2014.

Annual Operations and Maintenance (O&M) Costs

REVENUES
TDM Plan Service or Measure
Near-Term Long-Term
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a reliable source of funds, but some are highly
competitive. Sources of grants for Bay Area TDM
programs are described in the following sections.

7.2.3.1. Federal Grants: CMAQ
Funding
The primary purpose of the Congestion Mitigation and
Air Quality Improvement (CMAQ) program is to fund
projects and programs that reduce transportation-related emissions in air quality nonattainment and maintenance
areas, such as the Bay Area and Central Valley regions.

Eligibility for CMAQ grants requires demonstrating that the TDM Plan can effectively contribute to the region
attaining national ambient air quality standards. TDM
programs that consistently remove vehicles from the road (such as carpools and vanpools and the parking cashout
program) can easily demonstrate this requirement.

CMAQ funds can be used to support transportation
control measures identified by the Bay Area Air Quality Management District (BAAQMD) as alternative-mode
incentive programs, transit improvements, bicycle and
pedestrian programs, and ridesharing projects. Funds have been used to purchase vans and buses, to subsidize bus
operations, and to develop and implement ridesharing
programs.

7.2.3.2. BAAQMD’s Strategic
Incentives Funding
In addition to allocating CMAQ funds, the BAAQMD
manages other funding programs including The Strategic
Incentives Division (SID) which provides incentive funding for projects that reduce or eliminate pollution from cars, trucks, marine vessels, locomotives, agricultural equipment, construction equipment and for projects that encourage the use of low emissions or zero emissions transportation such as shuttles and ride sharing, bicycle lanes and pedestrian paths. This program has awarded over $400 million in grant funding to public agencies, private companies, and Bay Area residents since 1992.

7.2.3.3. Fee-for-Service Initiatives
Some of the enhanced services proposed to be provided by the TMA may generate additional income for the Plan from charging fees to private companies that participate in the TMA’s enhanced programs or services.

According to a recent survey of TMA executive directors, over 40 percent of the 47 TMAs surveyed reported having some form of a fee-based program.

This can be an important source of private funding. Examples of services that may be charged a fee include conducting customized employee surveys; developing customized trip reduction plans; implementing a comprehensive telework program; and offering customized training of employees who serve as part-time TDM coordinators for their employer.

The Emery Go-Round
Shuttle
The Emery Go-Round Shuttle is a great example of
a very successful fee-for-service initiative in which
a free shuttle service is provided to local residents
and workers by the Emeryville Transportation
Management Association. It started in 1998
managing shuttle services for seven members,
including the City of Emeryville.

The city initially funded 50 percent of the shuttle’s
budget, and the remainder was funded by fees
collected from large employers and developers in
the shuttle’s service area.

In 2001, a business improvement district (BID) was
formed, and today this district continues to fund
the shuttle operations. The shuttle has been a
popular program, and property owners renewed
the BID in 2006 with a strong majority vote.

The district is currently composed of over 400
members, and its 2007 cost of services was
approximately $1.27 million (Silvani 2008).

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7.2.3.4. One Bay Area Plan Grants and Funding for Priority Development Areas The San Francisco Bay Area’s unique long-range strategy for creating a sustainable integrated land use and transportation future identifies TDM as an important tool. The One Bay Area Plan introduces a new approach to allocating federal and regional transportation funding—an approach that has more flexibility for local municipalities including funding for programs, and in particular, funding for capital and program improvements for Priority Development Areas (PDAs)—a designation that has been bestowed upon Alameda Point.

As an example of program funding, the Bay Area Plan includes, in its final long-range project list, implementation of Alameda County's Transportation Demand Management (TDM) and Parking Management program which includes Guaranteed Ride Home, Safe Routes to School, Safe Routes to Transit, Travel Choice, Travel Training, Walk/Bike Promotions, and parking cash out. The Alameda Point TMA may seek direct funding for some of its services through this regional funding source, or may be able to participate in Alameda County’s TDM program.

7.3. Summary of Recommended Implementation Steps
The following provides the detailed steps necessary to implement the Plan in the near- and long-term.

7.3.1. Implementation Steps for Startup and Initial Phases of Development The implementation steps described in this section include the early startup tasks for the TMA in establishing authority and funding m
echanisms, as well as the most essential services and programs. As development and revenue grow, services will be expanded until nearly all programs have implemented.

The Plan takes effect when the threshold of 100 new dwelling units and/or 100,000 square feet of new commercial development. Revenue will be short in the early phases of development, where the essential services include some of the most costly, such as the BART shuttle and the AC Transit Easy-Pass program.

The following are the startup tasks:

1. Adopt this Transportation Demand Management Plan as a regulatory document, which every new development at Alameda Point is required to comply with consistent with the General Plan, certified Environmental Impact Report for Alameda Point, and Zoning Ordinance
Amendment.

2. Establish policies, procedures or protocol, and authority to ensure that all new development, new leasing agreements, and renewals of existing leasing agreements subsequent to the adoption of this Plan are required to comply with this Plan.

3. Manage a contract with a transit service provider to operate a shuttle service between Alameda Point and the Oakland City Center 12th Street BART station, as
described in Chapter 4.

Thresholds for
Implementing the
TDM Plan
The Alameda Point TDM Plan will be
implemented when development
levels reach a minimum of either 100
new residential units and/or 100,000
square feet of new commercial
development.

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4. Plan the funding, and construction of the initial public surface parking lots to serve new development consistent with Chapter 5, although the exact location of these surface lots is dependent on where new development occurs.

5. Establish an interim TMA, staffed by a combination of City staff and contract employees, who are responsible for the following:

a. Pursue a contract to operate a shuttle system between Alameda Point and BART.

b. Negotiate and contract with AC Transit to supply Alameda Point with annual Easy-Passes for all employees and residents of Alameda Point, and administer the distribution of Easy-Passes to Alameda Point transit users when requested.

c. Pursue a contract or allocate in-house staff resources to develop and maintain the initial version of the Alameda Point Commute Alternative website.

d. Serve the functions of a part-time Transportation Coordinator including:
i. Management of items (a), (b), and (c) described above. ii. Develop plans for conducting the annual traffic monitoring and preparing and implementing the employee and resident survey.
iii. Select consultant(s) to perform the data collection and analysis tasks, as described in Chapter 6. iv. Develop the content for a basic Alameda Point Commute Alternative website and work with the designer to develop and implement the website.
v. Provide a centralized service for dispatching taxis and managing employer reimbursement to the TMA for the Emergency Ride Home program.
vi. Develop and disseminate to employers and resident associations (or developers/managers of residential developments) a handbook for employers (or individuals) and residential developments on how to develop Compliance Strategies.
vii. Develop a package of services and programs for individuals, businesses, and residents that initially constitutes a minimum of supportive TDM services. Add to the services as budget permits.
viii. Develop and disseminate information and tools explaining trip reduction goals, parking management, and the Plan’s services available to new employers, employees and residents. ix. Review and assist in refining draft Compliance Strategies prepared by employers and resident associations. Reviews plans for reasonableness, cost-effectiveness, and awareness and effective use of the available TMA services and programs.
x. Develop and conduct limited training for designated part-time Transportation Coordinators representing large employers and resident associations; and develop and disseminate training and Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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educational material for Transportation Coordinators to assist employer and co-workers to develop travel options.
xi. Contact Bikeshare operators and negotiate to sponsor one (1) Bikeshare Station for use by Alameda Point residents and employees.
xii. Solicit Carshare providers to establish stations on public or private property in Alameda Point. xiii. With budget permitting and programs available from other sourc es, offer incentives to residents and employees to commit to using an alternative mode for an introductory period of time. xiv. With budget permitting, manage a program pooling resources from employers and residential developments of Alameda Point for drawings to registered employees and residents who travel by alternative modes.
xv. Develop marketing material and promotions for the initial services available to residents and employees. At a minimum, include this material in the Alameda Point Commute Alternatives website.

7.3.2. Implementation of Long-Term Services and Programs The crucial administrative framework for the TDM Plan is established in the initial phases of development.

Implementation of the long-term services and programs described in the tables in Chapter 4, or any new TDM strategies will be at the recommendation of the TMA staff in their annual report to the Board of Directors and Transportation Commission.

Long-term implementation of TDM Strategies focuses on the following activities:
 Reviewing the results of the annual monitoring analyses and determining how existing service may be improved or replaced by more effective services.
 Preparing and implementing the annual marketing plan and promotions for individual services and programs.
 Seeking out innovative new ways to capture the attention of residents and employees who continue to drive single occupant vehicles for every trip they make. This may include the Pooled Employer-Funded Incentive Program.
 Assisting employers in preparing individualized Compliance Strategies for their employees and assisting resident associations develop strategies for their residents.  Managing the day to day operations of the shuttle system or new transit service, if provided by AC Transit; the Easy-Pass program; rideshare-matching services; and managing the use and content updates of the Commute Alternatives website.

7.4. TDM Plan Flexibility
in Initial Phases of Development
Transportation Demand Management plans, by their very nature, require flexibility to respond to changes in travel patterns, the real estate market, transportation costs, and changes in the economy and its effect on jobs and housing.

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The Plan needs to be particularly flexible in the initial phases of development in Alameda Point because it will be the first TDM plan of its comprehensiveness implemented in Alameda. The characteristics of the employers, employees and residents attracted to Alameda Point are not fully understood yet, the TMA services and programs proposed in this Plan may not precisely match the needs of new employees and residents, and some of the policies and strategies may seem out of place initially to some potential developers.

7.4.1. Flexibility in Collaborating with Development to Meet Their Needs At a time when Alameda wants to attract catalyst development and new tenants to Alameda Point, how can the Plan be flexible without breaking its own rules and setting poor precedents? The City needs to uphold the principles upon which the Plan is based, but is willing to work with developers or companies to satisfy their needs. Will the City allow a development to exceed the maximum private parking ratio established in zoning? No, but they are willing to lease them existing paved areas for parking on a short-term temporary basis; to construct new public parking lots as close to the development as possible; and to offer the development an option for monthly leasing of public parking.

7.4.2. Flexibility in Implementing Alternate Services Needed to Support New Development Another area of flexibility is in which programs are implemented in any given timeframe. There are a few essential services that must be implemented as soon as practicable because these essential services represent the primary strategies to which most other services are supportive. The essential services include the high- frequency shuttle to BART, the AC Transit Easy-Pass program for all Alameda Point residents and employees, the Ala
meda Point Commute Alternatives website, and important supportive services like the Emergency Ride Home program, upon which the transit and shuttles users rely on and without such a service would drive alone to Alameda Point. Many of the remaining services are part of a “menu” of possible strategies to implement if they can be determined to be cost-effective. The menu concept allows the TMA and employers who prepare their own plans a choice in which strategies they believe will serve their needs best.

7.4.3. Flexibility in the Schedule for Achieving Trip Reduction Goals The final area of flexibility is in the schedule for reaching the full trip reduction goals of 10 percent for residential development, and 30 percent for commercial development. As a rule, TDM strategies require time to become established and become fully effective. Some strategies require 18 to 24 months before they can be objectively assessed for effectiveness. Further, Alameda Point’s infrastructure supports many of the strategies.

For example, completing the pedestrian and bicycle networks and creating attractive environments is crucial for the Plan’s shuttle strategy. Yet Alameda Point’s infrastructure may take many years to complete.

Therefore, the trip reduction goals need to be phased in so that they remain realistic and achievable.

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Exhib it N
Exhibit N
To Ground Lease
Fair Market Value Formula
“Fair Market Value” of the Property and “FMV” shall be determined as follows. Defined term used herein and not otherwise defined shall have the meaning given to them in the Lease.

Not later than thirty (30) days after the date of delivery of the Exercise Notice, Developer and City shall attempt to agree in good faith upon a single appraiser to determine the FMV not later than sixty (60) days after the date of delivery of the Exercise Notice. The FMV shall be determined based on the following:
• Value stemming from roadway improvements shall be considered, except that roadways and related improvements constructed and paid for by Developer shall not be considered. • Vertical and Plaza improvements made by the Developer shall not be considered. • Restrictive Covenant ( Exhibit O) imposed on the Property shall be considered, including the duration of such Restrictive Covenant and the duration of the City Purchase Right contained therein.
• Reporting, programming and operations requirements outlined in the Sustainable Operations Plan and the Community Benefits Package shall be considered.

If Developer and City are unable to agree upon a single appraiser within such time period, then Developer and City shall each appoint one appraiser not later than seventy-five (75) days after the date of delivery of the Exercise Notice. If either Developer or City fails to appoint its appraiser within the prescribed time period, the single appraiser appointed shall determine the FMV. If both parties fail to appoint appraisers within the prescribed time periods, then the first appraiser thereafter selected by a party shall determine the FMV. Each party shall bear the cost of its own appraiser and the parties shall share equally the cost of the single appraiser, if applicable. All appraisers referred to in this Exhibit N shall be Certified General Real Estate Appraisers licensed in the State of California and have at least ten (10) consecutive years’ experience in the appraisal of commercial properties and/or civic uses in Alameda County.

If each party appoints an appraiser, such appraisers shall, within forty -five (45) days after the appointment of the last appraiser to be appointed, complete their determinations of FMV and furnish a written purchase price FMV report (“ FMV Report”) to Developer and City. If the low valuation varies from the high valuation by twenty five percent (25%) of the low valuation or less, the FMV shall be the average of the two valuations. If the low valuation varies from the high valuation by more than twenty five percent (25%), the two appraisers shall, within ten (10) days after submission of the last FMV Report, appoint a third appraiser who shall meet the qualifications set forth in this Exhibit N. If the two appraisers are unable to agree on the selection of a third appraiser in a timely manner, then a real estate arbitrator shall appoint the third appraiser. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for or against either party, and satisfies the same requirements for the initial two appraisers. The third appraiser shall, within thirty (30) days after appointment, make a determination of FMV by selecting the opinion of FMV, as set out in each FMV Report, which most closely matches the third appraiser’s opinion of FMV. The FMV shall be the FMV selected by the third appraiser. All fees and costs of the third appraiser in connection with the determination of FMV shall be paid one-half by Developer and one-half by City.

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Exhib it O
Exhibit O
To Ground Lease
Covenant, Conditions and Restrictions
RECORDING REQUESTED BY:

City of Alameda

WHEN RE
CORDED MAIL TO:

City o
f Alameda
_____________
_____________
_____________
_____________
Exempt
from Recording Fees per Govt. Code §27383
Space above this line for Recorder’s Use
COVENA

NT, CONDITIONS AND RESTRICTIONS
This C
ovenant, Conditions and Restrictions (“Covenant") is made by and between Radium Presents, Inc., a California 501(c)3 corporation ("Developer"), the tenant of the property located 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 determined necessary for the project, located in an area commonly known and referred to as Alameda Point and as described on Attachment A attached hereto and as depicted in the “Site Plan” set out on Attachment A-1 attached hereto ("Property"), and the City of Alameda, a municipal corporation (" City"), and the owner and landlord of the Property. This Covenant shall become effective upon its execution by City and Developer and recordation in the “ Official Records” of the recorder’s office of Alameda County, California (“Effective Date”).

ARTICLE I

RECITALS

1.1 On _______, Developer and City entered into that certain Ground Lease (“Lease”), pursuant to which Developer agreed to lease from City and City agreed to lease to Developer the Property for a term of sixty-six (66) years. The Lease includes, among other things, a purchase option in favor of Developer, as further described therein.

1.2 As a condition of City entering into the Lease with Developer, City required that Developer agree that (a) the Property may only be used for Improvements (as defined in Section 2.1) that primarily benefit the community, with a portion of such Improvements being accessible to and able to be used by the community, including by way of example, but without 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 O
limi
tation, a performing arts center, a theatre, practice spaces for performing artists, meeting rooms and ancillary uses, such as a restaurant, café and open space (collectively, “Community Use”), (b) City be granted a Right of First Offer and Refusal (“ City’s Purchase Right”) prior to any sale of the Property, (c) there be ongoing cooperation between City and any future Property owner (Developer or otherwise) as it relates to certain Additional Obligations, as that term is defined in the Lease, and (d) a document be recorded against the Property evidencing these Additional Obligations related to the Property.

1.3 The purpose of this Covenant is reaffirm the requirements of the Lease, to comply with the City’s requirements described in Section 1.2 above and to establish the document that shall encumber and bind the Property such that it will be used in perpetuity for the Community Use.

ARTICLE II

DEFINITIONS

2.1. " Event License Agreement" means a license, occupancy agreement, use agreement or rental agreement or any other document that creates a right to use or occupy all or any portion of the Property for an event at the Property.

2.2 " Improvements" includes, but is not limited to buildings, facilities, structures, driveways, walkways, landscaped areas, plaza, parking areas, open spaces and all infrastructure, utilities and other public or private improvements required in connection therewith.

2.3. “ Occupant" or "Occupants" means Developer and any person or entity now or in the future entitled by ownership, leasehold, license or other occupancy agreement to use or occupy any portion of the Property.

ARTICLE III

GENERAL PROVISIONS

3.1. Runs with the Land. This Covenant sets forth restrictions that apply to and encumber the Property and every portion thereof no matter how it is improved, held, used, occupied, leased, sold or hypothecated. This Covenant: (a) runs with the land pursuant to Civil Code Section 1471; (b) inures to the benefit of and passes with a conveyance of all or any portion of the Property; (c) is for the benefit of and enforceable by City; and (d) is imposed upon the entire Property.

3.2. Binding upon Developer and Occupants. This Covenant: (a) binds Developer, and (b) all current and future Occupants of the Property, their heirs, successor and assignees. Pursuant to Civil Code section 1471, all current and future Occupants of the Property are expressly bound hereby for the benefit of City.

3.4. Incorporation into Deeds and Leases. This Covenant shall be incorporated by reference in each and every subsequent deed and/or Event License Agreement for all or any portion of the Property.

ARTICLE IV
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Exhib it O

NON-PRO

FIT ENTITY AND COMMUNITY USE

4.1. Non-Profit Entity . Developer agrees to operate the Improvements and manage the Property as a non- profit entity. In no event shall either the Property or the Improvements be leased or sold to a for-profit entity.

4.2 Community Use. City and Developer agree that the Property may only be used for Improvements that serve the Community Use.

4.3 Recordation. This Covenant shall be recorded in the Official Records as an encumbrance on title to the Property and such date of recordation shall be the Effective Date.

4.4 Additional Obligations; Annual Meeting. Developer (and each successor owner of the Property, including any successors and assigns) recognize the existence of certain Additional Obligations (as more fully described in the Lease, including but not limited to, the Community Benefits Package attached the Lease as Exhibit F and the Sustainable Operations Plan attached to the Lease as Exhibit G) and shall meet with the City at least annually at a time mutually agreed upon by Developer and City, to discuss and facilitate ongoing coordination, cooperation, and enforcement of the Additional Obligations applicable to the Property. Failure to comply with the obligation set forth in this section including failure to attend and/or participate in the annual meetings in good faith, shall constitute a breach of this Covenant.

ARTICLE V
CITY’S PURCHASE RIGHT

5.1 Right of First Offer. Subject to the terms and conditions specified in this Article 5, if any fee owner of the Property (other than City and including but not limited to Developer) (“Property Owner”) proposes, at any time following Property Owner’s acquisition of title to the Property, to voluntarily sell or otherwise transfer the Property (“ Subsequent Transfer”), prior to listing, marketing or offering the Property for sale, it shall first offer to sell the Property to City in accordance with the following provisions of this Article 5:
(i) Property Owner shall deliver written notice (“Offer Notice”) to City stating (i) its good faith intention to sell the Property, and (ii) the proposed purchase price at the then FMV calculated pursuant to the formula set forth in Exhibit N attached to the Lease, and the material terms and conditions on which it proposes to make a Subsequent Transfer. (ii) By written notification given by City (“ Acceptance Notice”), within thirty (30) calendar days after receipt of a Property Owner’s Offer Notice, City may elect to purchase the Property on the terms and conditions specified in the Offer Notice, or on other terms as may be mutually agreed upon in writing.
(iii) If the Acceptance Notice is not given or not given within said thirty (30) calendar day period, then Property Owner may, during the three hundred sixty (360) day period (“Permitted Sale Period”) following the expiration of said thirty (30) day period, offer to sell the Property to any person or persons at a price not less than, and on terms and conditions substantially no more favorable than, those specified in the Offer Notice. If Property Owner does not complete the sale of the Property before the end of the Permitted Sale Period, City’s Purchase Right shall be deemed to be revived and a Subsequent Transfer may not occur unless the Property is first re-offered to City in accordance with this Article 5.

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Exhib it O
(b) Third
Party Offer. If at any time Property Owner receives a proposal or offer from a third party to purchase any or all of the Property, Property Owner shall first provide City with the option to purchase the Property on the same terms and conditions proposed by said third party and shall adhere to the procedures and requirements of this Article 5. (c) Survival of City’s Purchase Right. City’s Purchase Right herein shall not be terminated, extinguished, or otherwise affected by transfer or attempted transfer of the Property or any interest therein, whether voluntary or involuntary, and shall continue in full force and effect unless and until expressly released by City in a written instrument duly executed and recorded in the Official Records of the County.

ARTICLE VI

ENFORCEMENT

6.1. Enforcement. Failure of Developer or any Occupant to comply with either the terms of the Lease or the requirements of this Covenant shall be grounds for City to pursue enforcement of this Covenant, to the fullest extent permitted by law.

ARTICLE VII
TERM

7.1. Term. This Covenant shall continue in effect in perpetuity unless otherwise agreed by City.

ARTICLE VIII

MISCELLANEOUS

8.1. Recordation. Upon execution hereof, this Covenant shall be recorded on title to the Property in the Official Records.

8.2. Notices. Whenever any person gives or serves any notice, each such notice shall be in writing and shall be deemed effective: (a) when delivered, if personally; or (b) one (1) day after being sent by commercial overnight courier:

To City:

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Exhib it O
City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Tel: (510) 748-4509
Attn: City Manager Email:

[email protected]
Attn: Director of the Base Reuse and Economic
Development
Director
Email: [email protected]_____
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: __________________
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]
Any par
ty may change its address or the individual to whose attention a notice is to be sent by giving advance written notice in compliance with this Section 8.2.

8.3. Partial Invalidity. If this Covenant or any of its terms are determined by a court of competent jurisdiction to be invalid for any reason, the surviving portions of this Covenant shall remain in full force and effect as if such portion found invalid had not been included herein.

8.4. Statutory References . All statutory or regulatory references include successor provisions or such other statutory or regulatory provisions that may confer similar authority.

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Exhib it O

8.5. Incor
poration of Exhibits. All exhibits and attachments to this Covenant, specifically including Attachment A, Legal Description, and Attachment A -1, Site Plan, are incorporated herein by reference.

THIS

COVENANT HAS BEEN EXECUTED BY CITY AND DEVELOPER AS OF THE DATES SET FORTH BELOW.

City
of Alameda, a municipal corporation
By: _________________________

Name: ______________________
Its: _________________________
Date: _______________________
Approved
as to form:

By:
_________________________
Name: ______________________
Its: _________________________
Date: _______________________
Radium
Presents, Inc., a California 501(c)3 corporation
By:
_________________________
Name: ______________________
Its: _________________________
Date: _______________________
NOTAR

Y ACKNOWLEDGEMENTS TO BE ATTACHED
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Exhib it O
A notar
y 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 ________________ bef
ore 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
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Exhib it O
A notar
y 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
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Attachment A to CC&Rs
Attachment A
To CC&Rs
Site Legal Description
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Attachment A-1 to CC&Rs
Attachment A-1
To CC&Rs
Site Plan
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Exhib it P
Exhibit P
To Ground Lease
Minimum Terms for Event License Agreement

1. Compliance with Laws; Regulatory Approvals. Any Event License Agreement shall require a licensee, at its sole expense, to conduct and cause to be conducted all activities on the Project in compliance with all applicable laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity. Such laws shall include, but are not limited to, local, state and federal laws prohibiting discrimination in employment and public accommodations. Licensee shall also be required to act in a safe and prudent manner with full regard to the public safety and to observe all applicable regulations and written requests of City and other government agencies responsible for public safety. Licensee shall be required, at its sole expense, to procure, and maintain in force at all times during its use of the Project, any and all permits or approvals necessary to its use of the Project.

2. Minimum Insurance Requirements. Without in any way limiting the responsibility of Developer or each licensee under an Event License Agreement to indemnify City as set forth in the Lease or any applicable Event License Agreement, a licensee shall be required to maintain in force, during the full term of the Event License Agreement, insurance consistent with Section 20 of the Lease, naming City, its Council, boards, commissions, officials, employees, and agents as additional insureds insured to said policies, except that each licensee shall not be required to maintain any pollution insurance, as set out in Section 20(f) of the Lease.

3. As Is Condition of Project; Disclaimer of Representations. Any Event License Agreement shall contain language substantially similar to the following: “LICENSEE ACCEPTS THE USE OF THE PROJECT IN ITS “AS IS” CONDITION, WITHOUT REPRESENTATION OR

WARRANTY OF ANY KIND BY CITY, ITS OFFICERS, AGENTS OR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY OR SAFETY OF THE PROJECT FOR LICENSEE’S USE.”

4. Waiver of Claims . Any Event License Agreement shall including language substantially consistent with the following:
(a) Neither City nor its Council, boards, commissions, officials, employees, and agents (collectively, “City Party”) shall be liable for any damage to the property of a licensee, its officers, agents, employees, invitees, licensees, subcontractors, or their employees, or for any bodily injury or death to such persons, or for any other loss, resulting or arising from the condition of the Project or its use by a licensee;
(b) Licensee fully releases, waives and discharges forever any and all claims, demands, rights, and causes of action against, and covenants not to sue, City or any City Party under any present or future laws, statutes, or regulations for any claim or event rel ating to the condition of the Project or any licensee’s use thereof, except to the extent such claim or event arises out of or relates to the gross negligence or intentional misconduct of City or any City Party; (c) Licensee shall indemnify, defend, reimburse and hold harmless City and each City Party from and against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of any kind (collectively, “Losses”), arising in any manner out of: (a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about the Project, or any part thereof, whether the person or property of said licensee, any of its agents and invitees, or third persons, 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 P
relati
ng in any manner to any use or activity under any applicable Event License Agreement; (b) any failure of a licensee, or any of its agents or invitees, to faithfully observe or perform any of the terms, covenants or conditions of the applicable Event License Agreement and the Lease; (c) the use of the Project or any activities conducted thereon by said licensee, its agents or invitees; (d) any release or discharge, or threatened release or discharge, of any Hazardous Material to the extent caused or allowed by said licensee, its agents or invitees, on, in, under or about the Project; or (e) any and all Losses arising in connection with the applicable Event License Agreement, including but not limited to, any such Losses relating to discrimination, violations of the United States Constitution or the California Constitution, and any alleged infringement of the patent rights, trademark, copyright, trade secret, privacy or other personal or other proprietary right of any person or persons, except to the extent of any Losses arising out of or related to the gross negligence or intentional misconduct of City or any City Party.

5. No Privity of Contract. Any Event License Agreement shall clearly state that said license between Developer and a third party licensee shall not create any privity of contract or other legal relationship with City.

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Exhib it Q
Exhibit Q
To Ground Lease
Plaz
a Easement
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1 RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

Radium
Presents, Inc.
1201 Sherman Avenue
Alameda, CA 94501
Attn: Christopher Seiwald
Exempt
from recording fees: Gov. Code § 6103
and § 27383
Exempt from documentary transfer tax: Rev &
Tax Code § 11922
Assessor’s Parcel #(s):

Space above this line reserved for County Recorder’s use

PUBLIC PLAZA ACCESS EASEMENT AGREEMENT
This PUBLIC PLAZA ACCESS EASEMENT AGREEMENT (“ Agreement”) is made by Radium Presents, Inc., a California 501(c)(3) (“Developer”), and the City of Alameda, a California municipal corporation (“City”), with an effective date of __________, 20__.

RECITALS
A. Developer and City are parties to that certain Ground Lease dated ________ (“Ground Lease”), pursuant to which City leases to Developer 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 Developer and City determined necessary for the Project (defined below), located in an area commonly known and referred to as Alameda Point and as described on Exhibit A attached hereto and as depicted in the “ Site Plan ” set out on Exhibit B attached hereto ("Property").

B. Pursuant to the Ground Lease and certain other permits, approvals and/or related documents (collectively, “Project Documents”) entered into by City and Developer, Developer is obligated to develop and construct on the Property a performing arts center with a publicly accessible plaza (“Plaza”) [and a private road to the north of the Property between the Project and Building 77 running perpendicular to Pan Am Way that is also publicly accessible (“ Plaza Road”)] (collectively, “ Project”). [ DELETE GREY HIGHLIG HTED TEXT THROUGHOUT AGREEMENT IF PLAZA ROAD IS PUBLIC.]
C. Pursuant to Section 10(b) of the Ground Lease, prior to Developer’s receipt of a temporary or final certificate of occupancy for the Project, Developer shall execute in favor of City and the general public a public access and use easement for the Plaza [and the Plaza Road] on the Project, covering the total easement area indicated on the Site Plan (collectively, “Easement”).

D. The purpose of this Agreement is to memorialize the terms, conditions and location of the Easement that is required by the Project Documents.

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2 NOW, THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and City agree as follows:

1. Easement. Subject to the terms of this Agreement, including among others the restrictions on use set out in Section 2, Developer grants City and the general public a perpetual, irrevocable, non- exclusive right of use and access on, over, and across the Easement at the location(s) shown on the Site Plan, for the use and benefit of public users for pedestrian, cyclist, [motorized vehicle] and access purposes.

2. Restrictions on Use. [Subject to the public’s right to drive on and over the Plaza Road], no motorized vehicles (including, without limitation, electric or motorized scooters) shall be permitted to use the Plaza, except for emergency vehicles, motorized wheelchairs or other mobility devices used by disabled users of the Plaza and other vehicles and equipment necessary for inspection, maintenance and repair of the Plaza and/or Easement.

3. Public Use. Developer agrees to permit public entry into and use of (a) the Plaza for passive recreational uses such as walking and picnicking, but excluding (i) camping or any form of temporary residential use, (ii) use by horses, bicycles, skate boarders, roller bladers, motorized vehicles or the like, and (iii) discharge of any firearm, fireworks or any other activity that would be a deemed a nuisance[, and (b) the Plaza Road for pedestrian, bicycle and motorized vehicle transportation]. Developer agrees not to erect any fence or other barrier that would limit or restrict the public’s access to and use of the Plaza [ or the Plaza Road]. Subject to Section 5, the Plaza will be open to the public from sun up to sun down seven (7) days a week (“ Hours of Public Use”), provided that City and Developer acknowledge and agree that Developer’s Uses (as defined in Section 5) may occur at the Plaza outside of the Hours of Public Use.

4. Maintenance. Developer shall operate, repair and maintain the Easement in good condition and repair and in a good and workman-like manner including, without limitation, keeping the Easement free of graffiti and trash. Developer or its contractor or agent will take prompt and reasonable steps to resolve any damage or maintenance issue on the Easement that City brings to Developer’s attention.

5. Developer’s Use of the Plaza. The grant of this Easement shall not restrict in any way (i) ingress and egress across the Plaza for purpose of accessing other portions of the Property, the Project and the improvements thereon; and/or (ii) any and all lawful operations conducted by Developer on the Property and at the Project, including, without limitation, the scheduling and holding of performances on all or a portion of the Plaza (collectively, “ Developer’s Uses ”).

Developer, or Developer’s heirs, successors, and assigns, may at any time temporarily block public access to the Easement when, in their reasonable judgment, it is appropriate to do so in accordance with commercially reasonable operations practices or if they are engaged in activities that pose a threat to the health or safety of the users of the Easement, such as during the making of repairs. Developer has the right, but not the obligation, to improve the Plaza with aesthetic improvements, including but not limited to pavers, lighting and artwor k, so long as such improvements: (a) do not materially interfere with City’s and the public’s use of the Easement granted under this Agreement, (b) are made in compliance with all applicable laws, and (c) are exclusively maintained by Developer at its sole cost and expense. Developer shall be entitled to grant additional easements or other rights with respect to the Easement (including, without limitation, underground or overhead utility, cable or other similar easements), so long as the same shall not materially interfere with City's and the public’s use of the Easement granted under this Agreement.

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3 6. Insurance and Defense.

A. City’s Insurance. Consistent with City’s defense and indemnification obligations in Section 7, prior to any public entry on the Property and continuously thereafter, City shall at all times maintain in full force and effect a policy of general commercial liability insurance coverage of $750,000 and excess coverage sufficient to insure against claims for property damage and personal injury (including death) within the Easement brought by a user of the Easement arising out of the use thereof through its participation in a risk-sharing insurance pool, consistent with the City’s right to self insure. City will provide evidence of such self -insurance to Developer within five (5) days of the Effective Date and upon request.

B. Developer’s Insurance. Developer shall maintain its own insurance coverages, as set out in the Ground Lease, covering its activities and operations with respect to the Easement.

7. Indemnification.

A. City or its successors and assigns shall defend (with counsel reasonably acceptable to Developer), at its own expense, indemnify and hold harmless Developer and Developer’s contractors, agents, licensees, successors and assigns and subsequent Property owners (collectively, “ Developer Parties”) from and against any and all costs, losses, orders, liens, judicial penalties, claims, demands, damages, expenses, or causes of action or cases, including without limitation reasonable attorneys’ fees (collectively “Losses”), arising out of third party claims for bodily injury, death, or property damage to the extent (i) arising out of or related to City’s gross negligence or willful misconduct; and (ii) not caused by the condition, maintenance, design, construction, or operation of the Easement, including the Plaza. City shall have no obligation to defend, indemnify, or hold harmless Developer or any Developer’s Parties’ to the extent of Developer or Developer Parties’ (i) active negligence, gross negligence, willful misconduct, or violation of law; or (ii) conditions within the Easement to the extent caused or materially exacerbated by Developer. City’s indemnification obligations, as described above, shall not be limited in any way by the amount, type or scope of insurance coverage required by Section

6.A and/or obtained by City.

B. Developer Parties shall defend (with counsel reasonably acceptable to City), at its own expense, indemnify and hold harmless City and its elected and appointed officials, employees, agents, directors and contractors (collectively, “ City Parties”) from and against any and all Losses arising out of third party claims for bodily injury, death, or property damage to the extent arising out of or related to: (i) the physical condition, maintenance, repair, construction, alteration, improvement, or operation of the Easement; and (ii) Developer or Developer Parties’ activities, performances, and events, on or about the Easement, except to the extent caused by City’s gross negligence or willful
misconduct. Developer’s indemnification obligations, as described above, shall not be limited in any way by the amount, type or scope of insurance coverage required by Section 6.B and/or obtained by Developer.

C. To the extent permitted by law, this section may provide Developer Parties with defense and indemnification against Losses where a defense against liability is available to City under Civil Code Section 846 and/or Government Code Section 831.4.

D. City and Developer, or their respective successors or assigns, shall notify the other party promptly in writing of any claim or assertion of Losses related to the entry, access to or use of the Easement by members of the public. The parties shall cooperate with each other in the investigation, defense, and disposition of any claim arising out such entry or use, provided that 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 nothing shall require either party to disclose any documents, records, or communications that are protected under the peer review privilege, attorney -client privilege, or other applicable privilege, or which are considered attorney work product. The indemnification provided in this Section 7 shall survive the termination of this Agreement for the duration of all applicable statutes of limitation.

8. Run With the Land. The benefits and burdens of this Easement shall run with the title to the Property and shall inure to the benefit of and bind the parties hereto, and each of them, as well as their respective agents, heirs, assigns and successors in right, title or interest in or to all or any part of the Property at all times hereinafter.

9. City’s Police Power and Immunities. Nothing contained in this Agreement shall impact or impede City’s rights of enforcement of its police and regulatory powers over the Easement or be construed as a waiver of any governmental, sovereign, or statutory immunities available to City under (or processes required by) applicable law, including but not limited to the California Government Claims Act.

10. Entire Agreement. This Agreement together with the exhibits hereto, each of which are incorporated herein by this reference, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements with respect thereto.

11. Notice. Except as otherwise expressly provided herein, all notices and demands pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first - class certified mail, postage prepaid. Except as otherwise expressly provided herein, notices shall be considered delivered when personally served, upon delivery if delivered by commercial courier, or two (2) days after mailing if sent by mail. Notices shall be sent to the addresses below for the respective parties; provided, however, that any party may change its address for purposes of this Section 11 by giving written notice to the other parties. Unless and until such written notice is received, the last address and addressee as stated by written notice, or as provided herein, shall be deemed to continue in effect for all purposes hereunder. These addresses may be used for service of process:

City: City of Alameda
2263 Santa Clara Avenue
Alameda, CA 94501
Attn: City Manager
with
copy to: City of Alameda
2263 Santa Clara Avenue
Alameda, CA 94501
Attn: City Attorney
Developer
: Radium Presents, Inc.
1201 Sherman Avenue
Alameda, CA 94501
Attn: Christopher Seiwald
with a copy to: Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
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 Attn: Lisa N. Maxwell, Esq.

12. Part
ial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

13. Applicable Law/Venue. This Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. The venue for any action shall be the County of Alameda, California.

14. Further Assurances. Each party covenants, on behalf of itself and its successors, heirs, and assigns, to take all actions and do all things, and to execute, with acknowledgment or affidavit if required, any and all documents and writings that may be necessary or proper to achieve the purposes and objectives of this Agreement.

15. Nondiscrimination. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the use of the Easement in furtherance of this Agreement. The foregoing covenant shall run with the land.

16. Interpretation. This Easement shall be interpreted under the laws of the State of California without regard to the conflicts or choice of law provisions thereof. Any ambiguities and questions of the validity of specific provisions shall be interpreted so as to give max imum effect to its intent. Unless specifically stated and attached to this Agreement, references to specific authorities in this Easement shall be to the statute, rule, regulation, ordinance, or other legal provision that is in effect at the time this Easement becomes effective.

17. Severability. If any term, provision, covenant, condition, or restriction of this Easement is held by a court of competent jurisdiction to be unlawful, invalid, void, unenforceable, or not effective, the remainder of this Easement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

18. Recordation. This Agreement evidencing the Easement shall be recorded in the official records of Alameda County.

19. Third Party Beneficiaries. Nothing under this Agreement is intended to create any rights or interests in any third parties.

20. Injunctive Relief. Either party will have the right to seek injunctive relief from a court of competent jurisdiction in the event that the other party’s conduct threatens imminent irreparable harm to the interests of the party seeking such relief, for which money damages are inadequate.

The court will determine whether a bond or other security shall be required in order to obtain such relief.

21. Authority. Each person executing this Agreement on behalf of a party hereto has all requisite consent, power and authority to execute this Agreement on behalf of that party and any other agreements or instruments required hereunder and that party has all requisite consent, power, and authority to enter into and perform its obligations under this Agreement and all other agreements and instruments entered into in connection herewith.

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6 22. Signature Pages; Execution in Counterparts. For convenience, the signatures of the parties to this Agreement may be executed and acknowledged on separate pages in counterparts and which, when attached to this Agreement, shall constitute one complete Agreement.

23. Term of Agreement. This Agreement shall be effective on the date of execution of this Agreement (“Effective Date”) and shall remain in effect in perpetuity. [SIGNATURE PAGE TO FOLLOW]
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7 IN WITNESS WHEREOF, this Agreement was executed by the parties hereto as of the date this Agreement is executed below.
“DEVELOPER
” – RADIUM PRESENTS, INC., a California
501(c)(3) corporation
By:

Christopher Seiwald, CEO
“CITY” - T
HE CITY OF ALAMEDA, a California municipal
corporation
By:

Name:

Its: City Manager
Approved
as to form:

By:

Name:

Its: Assistant City Attorney
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Exhibit A to Plaza Easement

EXHIBIT A
To Plaza Easement
Legal Description
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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
To Plaza Easement
Site Plan
Exhibit B to Plaza Easement
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 F
Exhibit F
Memorandum of Option
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Exhibit F
Recording requested by,
and after recording return to:

Radium Presents, Inc.
1201 Sherman Street
Alameda, CA 94501
Attn: Christopher Siewald
APN(s)
:

SPACE ABOVE THIS LINE FOR RECORDER’S USE

MEMORANDUM OF LEASE OPTION
THIS MEMORANDUM OF LEASE OPTION ("Memorandum") is dated for reference purposes as of ____________, 2026, and is entered into by and between the City of Alameda, a charter City and municipal corporation ("City"), and Radium Presents, Inc., a California 501(c)(3) organization ("Developer").

1. City and Developer entered into that certain Lease Option Agreement dated _____, 2026 ("Lease Option"), pursuant to which City granted to Developer an option ("Option") to ground lease, for a term of sixty-six (66) years, in accordance with the terms and conditions set forth in the Lease Option, the property located in the City of Alameda and described on Exhibit A ("Property").

2. The initial term of the Option shall continue for the period set out in the Lease Option (subject to the conditions and Developer extension options contained therein), and shall be subject to the terms, covenants and conditions set forth in the Lease Option. All of the terms, covenants and conditions of the Lease Option are hereby incorporated into this Memorandum by reference.

3. City and Developer desire to record this Memorandum so that third parties and successors-in-interest to City as to any portion of or interest in the Property shall have constructive notice of the existence of and be bound by the Lease Option, which is intended to and shall run with the land and bind any person or entity acquiring any portion of or interest in the Property.

4. In the event of a conflict between this Memorandum and any of the terms and conditions of the Lease Option, the terms and conditions of the Lease Option shall govern, and nothing herein contained shall be construed to be a modification of or amendment to any of such terms and conditions.

IN WITNESS WHEREOF, the parties have caused this Memorandum to be executed as of the date first above written for the purpose of providing an instrument for recording.

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Exhibit F
CITY:

Ci
ty of Alameda,
a charter City and municipal corporation
By: _____________________________
N
ame:

City Manager

APPROVED AS
TO FORM:

By:
____________________________
Name:

Assistant City Attorney
DEVELOPER:

Radium P
resents, Inc.,
a California 501(c)(3) organization
By: _____________________________
C
hristopher Seiwald, CEO
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D By: _____________________________
Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Robert Boyd, Secretary
Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60 Len Aslanian

Exhbit A to Memorandum of Option
Exhibit A
To Memorandum of Option
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

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 G
Exhibit G
Option Notice
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 G
Radium Presents
1201 Sherman Street
Alameda, CA 94501
______ __,
20__
City o
f Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Attn: City Manager and
Director of Base Reuse and Economic Development
Re: Noti
ce of Exercise of Option to Ground Lease that certain “Property” (as defined below) in the City of Alameda
Dear Ci
ty Manager and Director of Base Reuse and Economic Development:

In accordance with Section 1.4 of that certain Lease Option Agreement between the City of Alameda (“City”) and Radium Presents, Inc. (“Developer”), dated ______ __, 20__ (“Lease Option”), Developer hereby exercises its option to ground lease from City for a period of sixty-six (66) years that certain real property in the City of Alameda, County of Alameda, 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 area, located in an area commonly known and referred to as Alameda Point and as more particularly described on Exhibit A attached hereto, with APN No(s). _______ ("Property").

As r
equired by Section 1.4 of the Option Agreement, Developer hereby notifies City that the Closing Date for the ground leasing of the Property from City to Developer shall be ________________, which is no later than sixty (60) days from the date of this notice.

Very
truly yours,
___________
___________,
Christopher Seiwald, CEO
cc:

Lisa N. Maxwell, Esq.

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

NAVAL AIR MUSEUM
RADIUM

THEATER

PAN AM WAY
Service
Area
Green Infrastructure
Fire Apparatus Access Zone
Landscape Slope
amenity
Existing Bicycle
Route & Sidewalk
EVA +
Events
Access
connection to W
Tower Ave
Connector to
W. Tower Ave
seating
Plaza

RADIUM THEATER - EXHIBIT H
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 I
Exhibit I
Lease Services and 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

Exhibit J
Exhibit J
Hazardous Materials Report
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
Memorandum of 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

Exhi bit K
Exhibit K
Memorandum of Lease

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO
City of Redwood City
Attn: City Clerk
1017 Middlefield Road
Redwood City, CA 94063
____________________________________________________________________________ _

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 Gro und 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 Parti es 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 exclusivel y 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 f or the purpose of notice and recordation. This Memorandum of Lease does not and is not intended to modify the provisions of the Lease.

C I T Y O F A L A M E D A , a c h a r t e r c i t y a n d 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

65268.00021\44368511.15
4912-3992-3312 v21 Exhibit 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

65268.00021\44368511.15
4912-3992-3312 v21 Exhibit 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 appeare d ________________ __________________________, who proved to me on the basis of sa tisfactory 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

65268.00021\44368511.15
4912-3992-3312 v21 Exhibit 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 appeare d ________________ __________________________, who proved to me on the basis of sa tisfactory 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

Exhi bit A to Memorandum of Lease
Attachment 1 to Memorandum 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

Exhi bit 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