Agenda packet — Concord City Council, January 7, 2023 (part 1 of 3)

1 COUNCILMEMBERS
Laura M. Hoffmeister, Mayor
Edi E. Birsan, Vice Mayor
Dominic D. Aliano
Laura M. Nakamura
Carlyn S. Obringer
Civic Center
1950 Parkside Drive
Concord, CA 94519
www.cityofconcord.org
Special Meeting of the
Concord City Council/City
Council Sitting as the
Local Reuse Authority
Saturday,
January 7, 2023
9:00 a.m. – Open Session

Council Chamber
1950 Parkside Drive
and/or various
telephonic/electronic
locations
NOTICE: Members of the City Council, City staff/consultants, and/or the public will be able to participate either in-person or remotely via Zoom.

Pursuant to AB 361, the City is authorized to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public. This meeting will be conducted both in-person and remotely via Zoom.

How to Watch the Meeting:
Watch on TV on Comcast Channel 28, Astound/Wave Channel 1026, and AT&T U-verse Channel 99 Watch the TV broadcast through the City’s website by following THIS LINK Watching Live Streaming of the meeting by following THIS LINK Join the Zoom webinar by following THIS LINK
For meeting interpretation from English to Spanish during the meeting, please join the meeting Zoom webinar by following THIS LINK
Para traducción de Ingles a Español durante esta junta, por favor entre a la junta de Zoom usando ESTE ENLACE
Amended Agenda
Due to expectations of continued storm impacts, this
Special meeting is being moved to the Council
Chamber, 1950 Parkside Drive, and will be held both
remotely and via Zoom. Instructions on how to
participate in the meeting can be found below.
2 How to Submit Public Comments:

Please note that emailed comments will not be read aloud by staff.

Written: All comments received before 3:00 pm the day before the meeting will be posted on the City’s website as “Correspondence” under the relevant agenda item and provided to the City Councilmembers prior to the meeting.
Email comments to [email protected].

To Participate in Public Comment During the Meeting:

Please note that emailed comments will not be read aloud by staff.

In-Person Comments: Welcome to the Special City Council meeting. To assist the Mayor in allowing all speakers to be heard, we ask you to fill out a blue Speaker’s Card if you wish to address an item.

Please complete the Speaker’s Card and give it to the City Clerk before the agenda item is called, and preferably before the meeting begins. When the Mayor recognizes you to speak, come forward, give your name, and direct your remarks to the Council. Please limit your comments to three minutes, or less if so directed by the Mayor.

Live Remote Public Comments: Members of the public may submit a live remote public comment via Zoom video conferencing. Download the Zoom mobile app from the Apple Appstore or Google Play. If you are using a desktop computer, you can test your connection to Zoom by clicking here. Zoom also allows you to join the meeting by phone.
Join the meeting at any point, but be sure you are in the meeting prior to the City Council consideration of the item on which you would like to provide comments. From a PC, Mac, iPad, iPhone or Android:
https://cityofconcord.zoom.us/j/87037804486?pwd=MUFldzZPb0tyRzQzNGZzSENma1dPUT09 oWebinar ID: 870 3780 4486
oPasscode: 358180
oBy phone: US: +1 669 900 6833 or +1 346 348 7799 or 1 253 215 8782 Speakers will be asked to provide their name and city of residence, although providing this is not required for participation.
Each speaker will be afforded up to 3 minutes to speak. Speakers will be muted until their opportunity to provide public comment. When called upon to speak, speakers will be promoted to panelists so they have the ability to turn on their cameras so they are visible to the Council and public.

When the Mayor opens a public comment period on the item on which you would like to comment, please use the “raise hand” feature (or press *9 if connecting via telephone) which will alert staff that you have a comment to provide.

Under California law, public comments at special meetings are limited to subjects on the agenda only. Therefore, public comment will only be taken prior to consideration of Agenda Item No. 2.a.
3 OPEN SESSION

1. OPENING
Roll Call

2. CITY COUNCIL/LOCAL REUSE AUTHORITY (LRA) CONSIDERATION ITEM The public is entitled to address the City Council/Local Reuse Authority (LRA) on items appearing on the agenda before or during the City Council/Local Reuse Authority (LRA) consideration of that item.

Each speaker will be limited to approximately three minutes. Please see “How to Submit Public Comments” above.
a. Consideration – of the Local Reuse Authority's Acceptance of Concord First Partners, LLC's Term Sheet for the development of 2,275 acres ("the property") at the former Concord Naval Weapons Station and direct staff to Proceed to the Disposition and Development Agreement stage of the Negotiation Period, as defined in the Exclusive Agreement to Negotiate between the Local Reuse Authority and Concord First Partners, LLC. Report by Guy Bjerke, Director of Economic Development and Base Reuse.

CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Sections 15060(c), 15061(b), and/or 15378.

3. ADJOURNMENT
Next Meeting: Regular Meeting
Date: 1/10/2023 6:30 p.m.

NOTICE TO THE PUBLIC
There is a 90-day limit for the filing of a challenge in the Superior Court to certain City administrative decisions and orders which require a hearing by law, the receipt of evidence, and the exercise of discretion. The 90-day limit begins on the date the decision is final (Code of Civil Procedure §1094.6). Further, if you challenge an action taken by the City Council in court, you may be limited by California law to raising only those issues you or someone else raised in the hearing or in a written correspondence delivered to the City Council prior to or at the hearing.

In accordance with the Americans with Disabilities Act and California Law, it is the policy of the City of Concord to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are disabled and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the ADA Coordinator Tianjun Cao at (925) 671-3243 or [email protected], at least 24 hours in advance of the meeting. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility.

Staff Report
Date: January 7, 2023
To: City Council/City Council Sitting as the Local Reuse Authority From: Valerie J. Barone, City Manager
Prepared by: Guy Bjerke, Director of Economic Development and Base Reuse [email protected]
(925) 671-3076
Subject: Consideration of the Local Reuse Authority’s Acceptance of Concord First Partners, LLC's Term Sheet for the development of 2,275 acres (“the property”) at the former Concord Naval Weapons Station and direct staff to Proceed to the Disposition and Development Agreement stage of the Negotiation Period, as defined in the Exclusive Agreement to Negotiate between the Local Reuse Authority and Concord First Partners, LLC.

CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Sections 15060(c),
15061(b), and/or 15378.

Report in Brief
A “Term Sheet” is the outline of the potential future contract between the City of Concord, acting in its capacity as the Local Reuse Authority (LRA), and Concord First Partners, LLC (CFP). The Term Sheet provides a framework to be further negotiated in the Disposition and Development Agreement (DDA) and reflected in the entitlement documents required to implement the project to redevelop the former Concord Naval Weapons Station (CNWS).

LRA staff and consultants have negotiated this Term Sheet with CFP in good faith and with the best interests of the City as a top priority. The Term Sheet includes standard contract provisions and terms, for example on project labor agreements, local construction, business and job opportunities, affordable housing, entitlement process, fiscal neutrality, reimbursement of City costs, community benefits, parks, Mt. Diablo Creek restoration, remediation of contamination, and onsite/offsite habitat mitigations,

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as well as details of the conceptual development plan, and expected timing of all development improvements. See Attachment 1 - draft Term Sheet (CFP Term Sheet).

The CFP Term Sheet differs from the previous master developer Term Sheet with Lennar Concord, LLC in that it covers the entire project area (2,275 acres) rather than a first phase of development (500 acres). The CFP Term Sheet also differs from the adopted Reuse Area Plan (2012) with a higher residential unit count (15,595 vs. 12,2721) and an affordable housing strategy that addresses the additional units, both changes improve the financial feasibility of the project.

CFP proposes direct project contributions of several hundred million dollars in identified community benefits in the CFP Term Sheet. CFP also agreed to an 18% annual internal rate of return (IRR) threshold (which reflects the average annual return on total capital invested) that will trigger profit participation with the City/LRA. CFP also increased the City’s share (compared to the previous master developer’s Term Sheet) of the annual profit in excess of the cumulative IRR threshold.

The CFP Term Sheet is the work product of the Preliminary Stage negotiations as outlined in the Exclusive Agreement to Negotiate (ENA) between the LRA and CFP.

Upon acceptance of the CFP Term Sheet by the LRA, the parties enter into the DDA Stage of the negotiation process.

During the DDA Stage of the negotiation process the LRA and CFP will prepare a Specific Plan for the project; analyze and address impacts of the proposed development in an Environmental Impact Report; prepare a fiscal impact report; prepare required amendments to the Concord Reuse Project Area Plan, General Plan and Development Code; formalize the terms of the Disposition & Development Agreement/Development Agreement; and negotiate the terms (price/payment) of the Economic Development Conveyance Agreement regarding the property transfer from the United States Navy to the City of Concord and subsequently to CFP. These DDA Stage documents will all be subject to future public consideration and approval by the LRA within the next 24 months as provided for in the ENA.

Recommended Action
Accept the CFP Term Sheet for the development of 2,275 acres (“the property”) at the former Concord Naval Weapons Station (CNWS) and direct staff to proceed to the DDA Stage of the Negotiation Period (as defined in the Exclusive Agreement to Negotiate (ENA) between the LRA and CFP) and make the CEQA determinations as provided in this staff report.
1 The 12,272 units planned in the CRP Area Plan included/assumed the development of 360 units on the 18-acre BART property, adjacent to the North Concord/Martinez BART Station. The CFP Term Sheet does not address development on the 18-acres BART property, which would be developed separately but coordinated with BART.

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Background
On August 21, 2021, the City Council, sitting as the LRA selected the CFP team as the potential Master Developer of the former CNWS property, subject to successful negotiation and LRA approval of an ENA.

The City Council approved the ENA after public consideration at its meeting held on October 26, 2021. The ENA outlines the negotiation steps and performance timelines for considering a Term Sheet and subsequent actions necessary to implement the project. On May 24, 2022, the LRA extended the ENA’s Preliminary Stage for consideration of a Term Sheet to January 31, 2023.

Term Sheet Negotiation Process
Over the course of the intervening months, LRA staff and a team of City consultants met regularly with CFP to review and comment on the details of CFP’s proposed land use plan, evaluate its financial proforma for the project, and negotiate the Term Sheet. LRA staff used the following objectives as the basis for negotiating the Term Sheet:

1. Outline the key terms and conditions that the Master Developer would agree to include in a DDA, including a variety of community benefits.

2. Ensure consistency between CFP’s land use plan and financial pro forma and the requirements of the Term Sheet.

3. Evaluate preliminary fiscal revenues and costs to avoid negative impact to the City’s General Fund.

4. Ensure the proposed terms and conditions are aligned with existing City policy documents and historical guidance provided by the LRA, while recognizing that key terms would be further clarified and set forth in a comprehensive DDA and Development Agreement (DA) to be considered for approval in the future by the LRA.

5. Incorporate best practices for large-scale development projects to be implemented over an extended time line.

6. Identify how the proposed terms and conditions would support land transfer to the City from the U.S. Navy.

Term Sheet
A “Term Sheet” is an outline of key terms in a detailed contract anticipated to be drafted by the relevant parties. It is often used to summarize and clarify complex terms that will later be included in the agreement. While it does not commit the City to proceed with disposition or development of the CNWS property and is not legally binding in the same way as a comprehensive agreement, such as a DDA, it does – when coupled with an ENA – impose obligations on the parties to conduct further negotiations and work together collaboratively and in good faith to draft a comprehensive agreement in a manner that is consistent with the Term Sheet.

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Disposition and Development Agreement
A DDA is used in cases where the City sells or conveys land to the developer and the developer agrees to develop the property in accordance with certain requirements and schedule milestones. The DDA is a form of purchase and sale contract that will be prepared and negotiated with CFP consistent with the key business terms set forth in the Term Sheet as accepted by the LRA.

Development Agreement
A DA is a contract between the City and a developer providing vested rights to develop a project over an extended time period in accordance with existing land use regulations and often requires the developer to provide specified community benefits in exchange for those vested rights. DAs are authorized by statute (Government Code Sections 65484, et seq.) and the Concord Municipal Code (Chapter 18.460, Development Agreements) and are adopted as ordinances. The DA will be prepared and negotiated with CFP simultaneously with the DDA and consistent with the business terms set forth in the Term Sheet and the requirements or mitigations incorporated in a Specific Plan and/or Environmental Impact Report (EIR) and associated Mitigation Monitoring Program.

Specific Plan/Environmental Impact Report
A Specific Plan will be prepared by CFP, in a process that includes extensive community participation and ultimately will be considered for adoption by the LRA at a future public meeting. The process will include environmental review consistent with the California Environmental Quality Act (CEQA). City staff and their consultants will lead the preparation of an EIR (or other appropriate CEQA document) to ensure it is an arms-length review of the potential impacts that could result from implementation of the Specific Plan and any associated amendments to the CRP Area Plan and Development Code. CFP will fund preparation of both the Specific Plan and EIR. This environmental review is expected to build on the extensive environmental analysis previously done in the Reuse Plan EIR (2010) and the CRP Area Plan addendum (2012) as well as the U.S. Navy’s environmental impact statement on property transfer (2017).

CRP Area Plan Amendments
Amendments to the City’s General Plan, which includes the CRP Area Plan adopted for the former CNWS property in 2012 will be required to ensure the General Plan and contemplated Specific Plan are consistent in setting development policies for the project. The number and significance of these amendments are not yet known beyond the Term Sheet’s proposed increase in the residential unit cap. City staff will lead the preparation of the CRP Area Plan/General Plan amendments and analysis which will be paid for by CFP. A similar effort will be made to make corresponding amendments to the City’s Development Code, as applicable.

Economic Development Conveyance Agreement
Currently the CNWS property being planned by the LRA is still owned by the U.S. Navy.

The Economic Development Conveyance (EDC) Agreement will set the terms (including

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price/payment) of property transfer from the U.S. Navy to the LRA. Upon acceptance of the CFP Term Sheet the LRA staff and CFP will hold discussions with the U.S. Navy regarding the EDC Agreement taking direction from the City Council. As shown in Figure 1, all of the post-Term Sheet acceptance documents (DDA, DA, Specific Plan, EIR, CRP Area Plan/General Plan Amendments, and EDC Agreement) are inter-related and will be worked on in parallel over the 24 month term of the DDA Stage of the negotiation process. All work on these documents and other aspects of the project will be funded by CFP and managed by LRA staff.

Figure 1: Inter-related Process to Finalize All Agreements to Implement the CNWS Project
Analysis
The CFP Term Sheet differs from the previous master developer’s Term Sheet in that it covers the entire project (2,275 acres) rather than a first phase of development (500 acres). As a result, the CFP Term Sheet addresses issues impacting future phases, like community benefits, that were only partially addressed in the prior effort. The CFP Term Sheet also differs from the adopted CRP Area Plan (2012) with a higher residential unit count (15,595 vs 12,272) and an affordable housing strategy that addresses the additional units, both changes designed to improve the financial feasibility of the project.

Development Program
The CFP development program is proposed to occur in five (5) major phases over a 40 year timeline.

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As illustrated in Figure 2, the proposed land uses are largely consistent with the adopted CRP Area Plan with higher density developments in the Transit Orient Development (TOD) Core and TOD Neighborhood zones, medium densities around the Willow Pass Road corridor, and lower densities (as compared to the project overall) in the “Bunker City” phases between Willow Pass Road and Bailey Road. Most of the proposed commercial uses are located near the North Concord BART station, in the proposed Innovation District, or Campus District; all of these districts are at the northern end of the project closer to State Route 4. Several neighborhood commercial areas are spread throughout the project to ensure future residents have access to nearby shopping and services.

Figure 2: Proposed CNWS Land Use Plan with Phasing
For a larger view of this map and related tables please see Exhibit A to the Term Sheet in Attachment 1.

The proposed phases provide a balanced mix of land uses, parks and open space including the phased restoration of Mt. Diablo Creek. In addition, the project will have the benefit of the adjacent 2,687 acre conservation area/regional park2 being developed 2 On July 13, 2019, 2,360 acres of the regional park land were transferred to the East Bay Regional Park District for the “Thurgood Marshall Regional Park – home of the Port Chicago 50” which will include future park amenities including a visitor center, staging areas, public access points, and miles of recreational trails for hiking, biking, and nature viewing. An additional 327 acres are set to transfer to the Park District at a later date.

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and managed by the East Bay Regional Park District. Phase 1 of CFP’s proposed land use plan is focused on the Innovation District closest to State Route 4 and property along Willow Pass Road. This phase is within the “first transfer” property to be conveyed to the LRA by the U.S. Navy upon execution of the EDC Agreement. The plan commits to delivering a new, widened Willow Pass Road with removal of the existing Kinne Bridge and the planned extension of Evora Road to Port Chicago Highway (with Golf Course repairs) in Phase 1.

The on- and off-site backbone infrastructure (roads, water, sewer, utilities) needed to support the entire project is substantial and estimated to cost $1.2 billion in current dollars. A significant portion of the initial backbone infrastructure will need to be installed either before or concurrently with the development of Phase 1, requiring it to be over-sized to accommodate the subsequent phases. Because of these “front-loaded” costs the financial return to CFP from Phase 1 is lower than from subsequent phases. (See Exhibit C to the Term Sheet for a listing of on- and off-site backbone infrastructure).

While the CFP land use plan puts the Campus District and TOD development in the project’s Phase 2, primarily due to uncertain market demand, they are committed to delivering those products and uses at the earliest opportunity. The plan does not include units or commercial square footage to be planned by BART at the North Concord BART station; but anticipates coordinating with BART on infrastructure and utilities. The plan does not include any uses on the former Coast Guard Property that is now in private ownership.

Financial Deal
As part of these Term Sheet negotiations, CFP provided the LRA’s financial consulting team3 with a conceptual financial feasibility model. The financial feasibility model was revised several times over the course of the Term Sheet negotiations to reflect changes in CFP’s proposals. The LRA financial consulting team reviewed CFP’s model and revisions in detail and concluded that they are based on reasonable assumptions for this stage of the planning and development process. While the CFP model and revisions contain information not subject to public disclosure, a summary has been included in the Term Sheet as Exhibit B. However, actual results may differ from these projections for any number of reasons, including changes required as a result of the pending Specific Plan process, further negotiations with the U.S. Navy regarding the Economic Development Conveyance Agreement4, further negotiations with federal and state permitting agencies, and changes in economic and real estate market conditions between now and when construction is ready to commence. 3 Paul Silvern, HR&A Advisors; Mary Smitheram-Sheldon, Thomas Jirovsky, and Amy Herman of ALH Economics. 4 The CFP financial model includes assumptions recommended by LRA staff for reasonable and significant land payments to the U.S. Navy, based on previous LRA-Navy EDC Agreement negotiations, but the final terms of such payments, and their impact on the CFP pro forma, are subject to further LRA/CFP negotiations with the Navy.

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The CFP Term Sheet identifies specific project contributions to priority community benefits throughout the life of the project. (See Community Benefits in the next section of this report.)
CFP has also proposed a developer’s investment return threshold of 18% (IRR) for the combined phases of the project; this is within the range of real estate industry expectations for a project of this scope and complexity and lower than the prior master developer threshold of 20%. This CFP IRR threshold is the basis for annual calculation of future City participation in profit sharing as the project exceeds financial return expectations. CFP is also proposing Open Book Accounting to make the project financially transparent. Any City profit participation amounts would be reinvested in the project under the terms of the EDC agreement and could be used for enhancement or completion of community benefit projects.

Community Benefits
The following is a summary of priority community benefits included in the Term Sheet:

1. CFP has entered into a Project Labor Agreement (PLA) with the Contra Costa Building and Construction Trades for all project construction. The Term Sheet also has provisions for local hiring priorities, training programs and opportunities for local businesses.

2. A commitment ensuring at least 50% of the market-rate residential units will be offered to third party builders not affiliated with CFP.

3. Implementation of the Legally Binding Agreements regarding the provision of housing for the homeless and land for future Food Bank expansion.

4. Contribution of land (4 acres in Phase 1) for a future Veterans Hall.

5. Provision of an Affordable Housing Goal of 25% including:
a. Balanced delivery of building pads and infrastructure at an estimated value of $187 million through all 5 phases to provide the opportunity for 3,020 affordable units for low income households (80% or below Area Median Income).
b. Contribution of $50 million towards Affordable Housing projects – ($10 million per Phase).
c. Contribution of 879 Junior Accessory Dwelling Units (JADU) incorporated into Market Rate Units with regulatory agreements regarding affordability.
d. Partnership with Related California and non-profits to promote successful implementation of the affordable housing strategy.

6. Provision of 856.6 acres of Parks, Recreations and Trails delivered by phase.

7. Contribution $100 million towards the Tournament Sports Park - $5 million in Phase 1 and $95 million in Phases 2-4.

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8. Contribution $65 million towards a Campus District Community Center/Library in Phases 2 & 3.

9. Provision of expedited repayment of City Loans to the LRA of approximately $15 million in Phases 1 & 2.

10. Provision of an interim Delta-DeAnza trail connection in Phase 1.

11. Restoration of Mount Diablo Creek Corridor and trail creation over 5 phases, consistent with adjacent phased development.

Approach to Land Transfer
CFP proposes that the LRA transfer sub-phases (50 to 100 acres) of the site to them in fee for installation of backbone infrastructure (roads, sewer, water, etc.) after certain conditions have been met. CFP would then construct the backbone infrastructure and once completed, transfer/sell completed portions of the sub-phase site to one or more vertical developers for construction and development. CFP would provide completion, labor and material bonds to the City as security to ensure performance of the backbone infrastructure work.

Schedule of Performance
CFP has agreed to a schedule of performance milestones to ensure the phased delivery of backbone infrastructure (including parks, affordable housing pads, and JADUs, Neighborhood Serving Retail and other community benefits) within certain time limits.

The key milestones for each Phase and sub-phase are i) applications for Large Lot Tentative Subdivision Maps, ii) conveyance of parcels corresponding to sub-phases from LRA to CFP, iii) commencement of Backbone Infrastructure, and iv) completion of Backbone Infrastructure. These provisions will be refined and further clarified in the Specific Plan, DDA and or DA and associated EIR. (See the Schedule of Performance Table in Section 5c of the Term Sheet, Attachment 1).

The schedule is subject to what are called force majeure provisions that will extend the time for performance in the event of unanticipated conditions, such as acts of God, litigation, or severe economic downturns, as defined in the Term Sheet. Therefore, if market conditions are such that CFP cannot proceed with a profitable development, the time frames for development would be extended, however the cumulative total of economic delay in a given phase of the project shall not exceed forty-eight (48) months.

Approach to Vertical Development
CFP intends to serve as the Master Developer responsible for the installation of backbone infrastructure and public amenities (also known as horizontal construction).

They intend to sell improved or paper lots (unfinished) to their affiliated builders (CFP related entities or subsidiaries) or to third-party, unaffiliated residential and commercial builders (for vertical development). Transfers to affiliated builders would be at a value that has been reviewed, and agreed to by the LRA through the LRA’s real estate advisors. Unaffiliated builders will have the value of property to be sold set by the market. All vertical developers will be required to assume (or be assigned) certain

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obligations (including PLA compliance) under the DDA and DA with respect to the portion of the site being transferred, the obligations to meet development milestones will be the same regardless of the identity of the vertical builder.

CFP Corporate Structure & Capitalization of Developer
CFP is a Delaware Limited Liability Corporation. CFP’s members are Discovery Builders, Inc.; Lewis Concord Member, LLC; and California Capital & Investment Group.

Lewis Concord Member is the managing member of CFP. The members have capital interest in CFP and will contribute equity towards project related costs/expenditures as follows:
 Discovery Builders, Inc. – 45%
 Lewis Concord Member – 45%
 California Capital & Investment Group – 10%
The LRA financial consultants reviewed the financial qualifications of the CFP team during the Request for Qualifications process and concluded that, as a team, CFP has sufficient financial resources to undertake a project of this size and complexity.

Alternatives
After considering the CFP proposed Term Sheet, responses to Council questions, and public comment, the City Council/LRA may take any of the following actions:
 Choose to approve the Term Sheet as drafted (LRA staff’s recommendation); or  Provide additional direction to LRA staff and CFP regarding additional or changed provisions for consideration in the Term Sheet and continue this meeting to January 28, 2023; or
 Direct LRA staff to let the ENA with CFP expire on January 31, 2023.

Financial Impact
Funding for the negotiation of this Term Sheet is coming from the existing budget for the Reuse Project consisting of reserves from previous City loans to the Local Reuse Authority and from the deposit made by CFP as negotiated in the Exclusive Agreement to Negotiate.

Environmental Determination
Pursuant to Public Resources Code Section 21065, CEQA Guidelines Sections 15060(c), 15061(b)(3), and/or 15378, City Council action on this item is not subject to environmental review under the California Environmental Quality Act (CEQA) of 1970, as amended, as it does not constitute a “project,” does not commit the City to a definite course of action, does not constitute discretionary approval of a specific project, and will not result in a direct or reasonably foreseeable indirect physical change in the environment, and in the alternative is exempt from CEQA as it falls within the “common sense” exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects

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where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” This determination reflects the City’s independent judgment and analysis. Individual projects will undergo CEQA analysis as necessary. Taking action on the attached CFP Term Sheet is a preliminary step that does not bind the City to approve the conceptual land use plan it is based upon. The DDA, Specific Plan, and associated land use approvals will be developed over the coming months and subject to review by City and the City retains its discretion to act on those entitlements. Also, the City and CFP have expressly acknowledged in the CFP Term Sheet that the CEQA process could necessitate adoption of an alternative development plan and/or mitigation measures that could alter the ultimate project.

Public Contact
The City Council/LRA Agenda was posted. This staff report and Term Sheet were made available to the City Council/LRA and the public on November 30, 2022.

Community presentations of the Term Sheet are being held on December 1 and December 15 at 6 pm at the Senior Center located at 2727 Parkside Circle in Concord.

Notification of the presentations and this City Council/LRA meeting, and the availability of documents on November 30, 2022, was sent out via email to the Reuse Project’s interested parties list on November 16, 2022. A postcard with information about the presentations, document availability, and Council meeting was sent to all postal customers in Concord on November 16, 2022.

Attachment

1. Concord First Partners, LLC Term Sheet (CFP Term Sheet)

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OAK #4886-0854-7635 v18 i

CONCORD NAVAL WEAPONS STATION

TERM SHEET FOR

DISPOSITION AND DEVELOPMENT AGREEMENT AND STATUTORY

DEVELOPMENT AGREEMENT

BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL REUSE AUTHORITY (“CITY” OR “LRA”) AND
CONCORD FIRST PARTNERS, LLC (“DEVELOPER”)
DATED NOVEMBER 15, 2022

TABLE OF CONTENTS

1. Purpose of Term Sheet and DDA and DA ........................................................... 1

2. Phase One; Future Phases ................................................................................. 1

3. Labor Policies & Local Opportunity ...................................................................... 2

4. Project ................................................................................................................. 3

5. Summary of Project Milestones and Phasing Requirements ............................. 13

6. Interim Lease ..................................................................................................... 16

7. Infrastructure ..................................................................................................... 16

8. Project Entitlements ........................................................................................... 18

9. Reimbursement of City Costs ............................................................................ 20

10. Conditions Precedent to Transfer to Developer ................................................. 22

11. Conditions Precedent to Transfer to Vertical Developer .................................... 24

12. City Participation ................................................................................................ 25

13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements .......................... 26

14. Open Book Accounting ...................................................................................... 27

15. Remediation ...................................................................................................... 28

16. Habitat & Species Mitigation and Resource Agency Permitting......................... 29

17. Prevailing Wages ............................................................................................... 30

18. Insurance ........................................................................................................... 31

19. Indemnity ........................................................................................................... 31

20. Third Party Legal Challenges ............................................................................ 32

21. Transfers ........................................................................................................... 33

22. Remedies .......................................................................................................... 34

23. Excusable Delays .............................................................................................. 35 Attachment 1

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24. Transfer of Remainder of Development Footprint .............................................. 36

25. Navy/City Conveyance Agreement .................................................................... 37

26. Corporate Structure & Capitalization of Developer ............................................ 37

27. Development Agreement ................................................................................... 38

28. Exhibits .............................................................................................................. 39

* * * * *

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CONCORD NAVAL WEAPONS STATION

TERM SHEET FOR DISPOSITION AND DEVELOPMENT

AGREEMENT AND STATUTORY DEVELOPMENT AGREEMENT

BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL
REUSE AUTHORITY (“CITY” OR “LRA”) AND
CONCORD FIRST PARTNERS LLC (“DEVELOPER”)

1. Purpose of Term Sheet and DDA and DA.

The purpose of this term sheet (“Term Sheet”) is to set forth the key business terms to be included in a Disposition and Development Agreement (“ DDA”) and statutory Development Agreement (“ DA”) between City and Developer. The purpose of the DDA is to (a) provide for City’s disposition of the Phase One Property (defined in Section 2) to Developer so that Developer may develop Phase One of the Project; (b) set forth terms and conditions upon which Developer , subject to meeting specified milestones and conditions, would have the right to acquire and develop future phases (each, a “Future Phase” and collectively the “Future Phases ”) of the Development Footprint (defined in Section 2); and (c) ensure the timely development of each Phase, including all sub-phases thereof,
with a range of land uses substantially consistent with the Concord Reuse Project Area Plan (the “CRP Area Plan”), including parks and other public amenities and facilities, commercial and residential uses, including affordable housing. Phase One and the Future Phases are sometimes referred to herein individually as a Phase and collectively as the Phases. The purpose of the DA is to ensur e (i)
appropriate vested rights with respect to Project approvals and entitlements including a Specific Plan; (ii) delivery of substantial community benefits from the Project’s contri butions to parks and recreation, transportation, and community improvements and contributions; (iii) increased affordable housing options for extremely low-, very low- and low income residents; and (iv) payment of fees for the purpose of developing recreational amenities, bicycle, pedestrian and road circulation improvements, and other project contributions as provided for in th is Term Sheet and the Specific Plan.

2. Phase One; Future Phases.

The “Phase One Property” consists of approximately 423 acres, as depicted on Exhibit A. The Phase One Property includes a portion of an initial transfer parcel, expected to be 1,100 to 1,400 acres in size (the “ First Transfer Parcel ”) that is anticipated to be transferred by the United States Navy (“Navy”) to City as the first phase of an economic development conveyance (“ EDC”) of the inland portion of the former Concord Naval Weapons Station property. The developable property that will ultimately be transferred by Navy to City through the EDC is expected to total approximately 2,2 75 acres (the “ Development Footprint ”). Subject to Developer achieving the Phase One-related milestones and meeting the conditions set forth in Section 10 below, Developer shall be eligible to receive

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conveyance of an additional 553 acres of the Development Footprint (the “Phase Two Property ”). Subject to Developer achieving the Future Phase-related milestones and meeting the conditions set forth in Section 10 below, Developer shall be eligible to receive further conveyances of an additional 3 52 acres of the Development Footprint (the “Phase Three Property”); an additional 366 acres of the Development Footprint (the “Phase Four Property ”) and an additional 4 07 acres of the Development Footprint (the “Phase Five Property”). Conveyance of the property comprising each Phase will be effectuated via multiple phased closings by sub-phase, with each sub-phase consisting of approximately 50 to 100 acres each. The DDA will include flexibility for future sub-phase conveyances to occur prior to completion of all prior sub-phase conveyances upon the City making findings that the proposed out-of-sequence conveyance and development will not adversely affect functionality of the Project.

3. Labor Policies & Local Opportunity.
a. The DDA will cross reference the contractual obligations of Developer and its transferees, including vertical developers, to local trades under Developer’s existing project labor agreement(s) for Project construction. b. The DDA will address Developer’s obligations with respect to local hire policies and goals for Project-related construction jobs consistent with a program to be reviewed and approved by Developer and the City, which may include:
i. The City’s good-faith Hire Concord First goal that 40% of the construction workforce should be prioritized first for local employees who reside in Concord, then, employees who reside in Contra Costa County. ii. Job training, apprenticeship programs, and vocational training opportunities, which would extend to both construction and permanent operational jobs.
iii. Coordination with the Greater Concord Chamber of Commerce, the Mt.

Diablo Unified School District, East Bay Works, the Contra Costa Workforce Development Board, California State University East Bay, and the California Employment Development Department to enhance opportunities for local employment and training.
iv. Military veteran-focused career training and workforce reintegration programs.
v. Use of public sector employees (i.e. County Connection drivers) to staff the proposed “Concord Connector” providing access to and from the Bay Area Rapid Transit (“BART”) station. The Concord Connector program, including Developer’s and its successors’ pa rticipation in the funding of such program, will be address
ed in the Specific Plan.

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c. Developer will use good faith efforts to engage community-based organizations (“CBOs”) involved in local labor issues to promote awareness of the Project and opportunities for local labor workforce development and business participation. d. Developer will sell land corresponding to at least 50% of the total market-rate residential units (excluding affordable units) within the Project to unaffiliated third- party vertical developers. Developer is also committed to implementing “Hire Concord First” policies by maximizing development opportunities, at competitive prices, for local development firms. Opportunities would be for residential, commercial, and recreational facilities and would focus first on firms located in the City of Concord, second on firms located in Contra Costa County, and third on firms located in the other
eight Bay Area counties.

4. Project.

Developer and the City (together, the “ Parties”) propose that the project to be developed within the Development Footprint include the key components and amenities, general densities, and land use patterns described in this Section 4 (the “Project
”). The Project is based on Developer’s current antic ipated financial feasibility pro-forma dated November 11, 2022 , a summary of which is attached hereto as Exhibit B (the “Pro-forma”). Specific densities, land use patterns, and uses remain subject to refinement through the planning and negotiation of the Specific Plan and DA and associated California Environmental Quality Act, Public Resources Code Sections 21000, et seq., (“CEQA”) process, all as set forth in Section 8. While Developer’s key obligation under the DDA is to deliver Backbone Infrastructure (as described in Section 7.a) to serve the Project’s land use program, Developer also agrees to make commercially reasonable efforts to market resulting development parcels throughout the Project to vertical developers (including Affiliates of Developer as defined in Section 21.a and third-party developers) so that vertical development -- and its associated benefits to the community -- may proceed in an orderly and timely manner and to ensure that commercial and retail uses are developed in a balanced manner with residential uses.
a. Development Phases & Project Summary. The Project is proposed to be developed in five Phases as depicted in Exhibit A; each Phase will have multiple sub-phases. The primary Project elements to be included in each Phase are described below and also listed in Exhibit A.
i. Phase One
A. Innovation District - 88 acres of non-residential uses B. 2,873 total dwelling units comprised of:
1) 2,180 market-rate units , and
2) 693 affordable units

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C. Veterans Land Set-Aside – 4 acres
D. PG&E substation – 5 acres
E. Parks/Greenways – 79.7 acres
F. Mt. Diablo Creek Restoration – 38.5 acres
G. Phase One component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan with Developer committing $5 Million to such work1
ii. Phase Two
A. 4,945 total dwelling units comprised of:
1) 3,777 market-rate units, including:
- 385 market-rate units in the Transit Oriented Development (“TOD”) neighborhood, and
- 513 market-rate residential units in the TOD core; and 2) 1,168 affordable units, including:
- 570 TOD neighborhood affordable units;
- 513 TOD core affordable units;
- Transitional housing, 4 acres (65 affordable units); and - Habitat for Humanity, 2 acres (20 affordable units)
B. TOD Core District - a mixed use district that will include, among other uses, the market rate and affordable dwelling units noted in A. above, as further described in the Specific Plan
C. Campus District – a mixed use district as further described in the Specific Plan

1 All monetary community benefit contributions set forth in this Term Sheet are listed in 2022 dollars.

The amount of the community benefit contributions in this Term Sheet including the Library/Community Center contributions (Section 4.c.ii.), the Tournament Sports Park (Section 4.c.iii.), Citywide Park (Section

4.c.iv.), and the Affordable Housing Subsidy (Section 4.d.ii.) will be escalated by the increase in either the a) San Francisco-Oakland-San Jose Consumer Price Index, All Items (1982-84=100) for All Urban Consumers (CPI-U), published by the Bureau of Labor Statistics for the U.S. Department of Labor Consumer Price Index for the San Francisco Bay Area (“CPI”), or b) Engineering News Record (ENR) Construction Cost Index for the San Francisco Urban Area (“CCI”) published each year, whichever is most applicable, beginning January 1, 2024 and the date on which payment is made. If the CPI and/or the CCI is no longer available then a comparable index as reasonably selected by City will be used.

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D. Food bank – 10 acres
E. Phase Two c omponent of Library/Community Center to be more fully described in the Specific Plan, with Developer committing $25 Million1 to such work
F. Phase Two c omponent of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan with Developer committing $35 Million1 to such work

G. Fire Station – 2 acres
H. Parks/Greenways – 82.56 acres.

I. Mt. Diablo Creek Restoration – 46.08 acres
iii. Phase Three
A. 2,345 total dwelling units comprised of:
1) 1,980 market-rate units , and
2) 365 affordable units, including:
- Transitional housing, 4 acres (65 affordable units)
B. Village center – 6 acres
C. Mid-rise hotel – 2 acres
D. School sites – 15 acres
E. Phase Three component of Library/Community Center to be more fully described in the Specific Plan, with Developer committing $40 Million1 to such work
F. Phase Three c
omponent of Tournament Sports Park/Citywide Park
to be more fully described in the Specific Plan, with Developer committing $40 Million1 to such work
G. Parks/Greenways – 89.95 acres
H. Wetland Preservation – 35 acres2
I. Mt. Diablo Creek Restoration – 25 acres
iv. Phase Four

2 The actual mitigation in this area will occur in advance of Phase One.

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A. 2,927 total dwelling units comprised of:
1) 2,530 market-rate residential units , and
2) 397 affordable units, including:
- Transitional housing, 4 acres (65 affordable units)
B. Phase Four c omponent of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan, with Developer committing $20 Million1 to such work
C. School sites – 10 acres
D. Parks/Greenways – 37.39 acres
E. Mt. Diablo Creek Restoration – 31.79 acres
F. Green Frame Park – 41 acres
v. Phase Five
A. 2,505 total dwelling units comprised of:
1) 2,108 market-rate units, and
2) 397 affordable units, including:
- Transitional housing, 4 acres (65 affordable units)
B. Village Center – 3.5 acres
C. Phase Five c omponent of the City-Wide Park to be more fully described in the Specific Plan
D. School sites – 15 acres
E. Parks/Greenways – 97 acres
F. Mt. Diablo Creek Restoration – 37.65 acres
G. Green Frame Park – 41 acres
H. Fire Station – 2 acres
b. Commercial Pads; Neighborhood Serving Retail. Developer shall develop pads in development ready condition (i.e. graded, compacted, and with utilities stubbed to locations approved by City) (“Development Ready Condition”) for all commercial uses in each Phase prior to issuance of building permits for 75% of the market rate

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dwelling units in such Phase. Following development of the commercial pads, Developer shall market such pads, including retail property, to vertical developers so that commercial and retail uses may be constructed and opened as soon as is reasonably practicable in each Phase of the Project. Of the approximately 75,000 square feet of commercial development proposed to be located within Phase One, Developer shall ensure that approximately 37,500 square feet will be reserved for retail uses carrying food items, sundries, and providing other daily necessities to provide a walking-distance retail resource for residents of the Project (“Neighborhood Serving Retail ”). Developer shall build or cause to be built a minimum of 10,000 square f eet of Phase One Neighborhood Serving Retail buildings prior to issuance of building permits for 50% of the market rate dwelling units in Phase One. Developer’s obligations to facilitate development of Neighborhood Serving Retail uses in Phases 2 through 5 will be addressed in the Specific Plan.
c. Recreational/Civic Amenities. Developer shall develop and construct key recreational and civic amenities and public spaces in a sequence that will complement the overall pace and character of corresponding vertical development as more particularly described in this subparagraph c. Parks and greenways will provide for access and trail connectivity for local and regional trails/bikeways and will provide connectivity to the Delta DeAnza Regional Trail. The Specific Plan will include mechanism(s) ensuring the long term maintenance, repair and replacement of recreational and civic amenities and public spaces in perpetuity. i. Parks and Greenways.

A. Developer shall construct and upon completion thereof offer to dedicate to the City approximately 80 acres of parks and greenways within Phase One. As part of Phase One, Developer shall fund a portion of the costs of the Phase One component of the Tournament Sports Park and the Phase One component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall commence and complete construction of the Phase One parks and greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 35 acres of the Phase One parks and greenways shall be completed and offered for dedication to City prior to issuance of building permits for 50% of the market rate dwelling units
in Phase One. T he remaining parks and greenways in Phase One shall be completed prior to issuance of building permits for 90% of the market rate dwelling units in Phase One. In addition, as a part of Phase One, Developer shall in coordination with the East Bay Regional Park District (“EBRPD”): 1) construct interim trail improvements which shall be a decomposed granite surface treatment and more fully detailed in the Specific Plan to connect the Delta-DeAnza Trail to the Contra Costa Canal Trail; and 2) develop and construct vehicular access improvements off of Willow Pass

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Road to EBRPD property which improvements will be more
particularly described in the Specific Plan.

B. As part of Phase Two, Developer shall fund a portion of the costs of the Phase Two component of the Tournament Sports Park and the Phase Two component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City the approximately

82.56 acres of parks and greenways within Phase Two (the “ Phase
Two Parks and Greenways ”). Developer shall commence and complete construction of the Phase Two Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 41.2 acres of Phase Two Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 50% percent of the market rate dwelling units in Phase Two. The remaining Phase Two Parks and Greenways s hall
be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase
Two.

Developer shall
commence and complete construction of the Phase Three Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 45 acres of Phase Three Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 50% percent of the market rate dwelling units
in Phase Three. The remaining Phase Three Parks
and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Three.

D. As part of Phase Four, Developer shall fund a portion of the costs of the Phase Four component of the Tournament Sports Park and the Phase Four component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City 1) a 41 acre portion of the Green Frame Park; and 2 ) an additional approximately 37.39 acres of parks and greenways within Phase Four (collectively the “Phase Four Parks and Greenways”).

Developer shall commence

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and complete construction of the Phase Four Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events the 41 acre portion of the Green Frame Park and not less than 18.70 acres of the other parks and greenways within Phase Four shall be completed and offered for dedication to the City prior to issuance of building permits for 50% of the market rate dwelling units in Phase
Four, and the remaining approximately 18.69 acres of other parks and greenways within Phase Four shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units
in Phase Four.

Developer
shall commence and complete construction of the Phase Five Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events the Phase Five Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 75% of the market rate dwelling units in Phase
Five.
ii. Community Center/Library. The Community Center/Library will be located in the Campus District. Developer will pay City a total of $65 million 1 towards construction of the Community Center/Library as follows: A) an initial contribution of $25 million 1 shall be made within Phase Two; and B) the remaining contribution of $40 million1 shall be made in Phase Three; the timing of delivery of the monetary contributions for the Community Center/Library within each phase and the anticipated project delivery methodology (e.g. design/build, design/bid/build, Developer build etc.) will be addressed in the Specific Plan and/or the DA. The improvements and programming of the Community Center
/Library shall be defined in the
Specific Plan. Developer, at its expense, shall prepare Development Ready Condition building pad(s) on land retained by the City for the Community Center/Library in Phases Two and/or Three as set forth in the Specific Plan. iii. Tournament Sports Park. Developer, at its expense, shall provide utilities stubbed to locations approved by the City to land retained by the City (approximately 69.6 acres total) for the Tournament Sports Park in Phases One, Two, Three, and Four
all within the times set forth in the Specific Plan.

The improvements and programming, including specifics of each phased

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component of the Tournament Sports Park, shall be set forth in the Specific Plan.
iv. Citywide Park. Developer , at its expense, shall provide utilities stubbed to locations approved by the City to land retained by the City (approximately 105 acres total) for the Citywide Park in Phases Two, Three, Four, and Five within the times set forth in the Specific Plan. The improvements and programming, including specifics of each phased component of the Citywide Park, shall be set forth in the Specific Plan. v. Developer Financial Contributions for Tournament Sports Park/Citywide Park. In addition to the provision of utilities to the land retained by the City for the Tournament Sports Park and Citywide Park as set forth in subsections iii. and iv. above, Developer will also pay City a total of $100 million1 towards construction of the Tournament Sports Park and/or Citywide Park as follows: A) the initial contribution of $5 million 1 shall be made within Phase One; B) an additional contribution of $35 million 1 shall be made in Phase Two; C) an additional contribution of $40 million1 shall be made in Phase Three; and D) the remaining contribution of $20 million1 will be made in Phase Four; the timing of delivery of the monetary contributions for the Tournament Sports Park/Citywide Park within each phase and the anticipated project delivery methodology (e.g. design/build, design/bid/build, Developer build etc.) will be set forth in the Specific Plan and/or the DA.
d. Affordable Housing . While the State Surplus Land Act, Government Code sections 54220-54234 (“SLA”), as amended by AB 1486, directly conflicts with various requirements of the Base Closure Law and is therefore preempted, the CRP Area Plan includes a 25% affordable housing requirement which supports the affordable housing goals embodied by AB 1486.

Developer will be expected to deed restrict
and contribute Development Ready Condition building pads to support development of at least 3,020 affordable dwelling units affordable to lower income households, as defined in Section 50079.5 of the Health and Safety Code (i.e. 80% of AMI or below), with an affordable sales price or an affordable rent, as defined in Sections 50052.5 or 50053 of the Health and Safety Code, for a minimum of 55 years for rental housing and 45 years for ownership housing. The foregoing commitment is intended to be consistent with the requirements of SLA section 54221(f)(1)(F) governing exempt surplus land.
i. Delivery of Development-Ready Affordable Housing Pads. Developer will convey fee title to Development Ready Condition building pads (“Affordable Housing Pads”) throughout each Phase of the Project at no cost to City. The value of the Affordable Housing Pads is estimated to exceed $187,000,000
. Land for 693 affordable units will be included in
Phase One. All Affordable Housing Pads within each Phase or sub-phase will be improved and offered to the City (or its affordable housing developer designee) no later than issuance of building permits for 25% of the market

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rate units within the applicable Phase or sub-phase or as otherwise determined in the Specific Plan. Site locations shall be geographically disbursed throughout the phases and sub-phases, as determined in the Specific Plan, with consideration given toward selecting sites that are proximate to transit and services such that they will be competitive for State, federal and regional affordable housing funding.
ii. Additional Developer Funding and Commitments to Ensure Delivery of Affordable Housing Units. In addition to its delivery of development-ready pads, Develope r shall pay to City an affordable housing subsidy (“Affordable Housing Subsidy ”) of $10 million per Phase or $50 million 1 total. The Affordable Housing Subsidy for each Phase, together with the CPI increase, shall be paid to City no later than the issuance of building permits for 50% of the market rate dwelling units in the applicable Phase. iii. Permanent Multifamily Supportive Housing and Food Bank Project .

Developer will make acreage available within timeframes consistent with the HUD Legally Binding Agreement as more particularly set forth in the Specific Plan.
iv. Self-Help Housing (Habitat for Humanity). Developer will donate approximately 2 acres of development-ready property to one or more self- help housing developers for development of low or very low-income for-sale homes at approximately 10 units per acre, resulting in 20 affordable for-sale homes. Sites for self-help (Habitat for Humanity) housing will be located in reasonable proximity to transit and services such that those sites will be competitive for State and federal affordable housing funding. v. Junior Accessory Dwelling Units (“JADUs”). 879 JADUs connected with for- sale market rate units shall be included in the Project. JADU units shall be subject to a recorded affordable housing covenant restricting rents to an amount affordable to lower income households (51-80% AMI) to remain in effect for 55 years following the date of issuance of the final certificate of occupancy for the unit. JADUs shall be geographically disbursed to the maximum feasible extent.
vi. Other Federal, State, and Regional Funding Sources. Additional funding will be required for affordable housing developers to deliver the remainder of the City’s goal of 3,020 affordable units (not including 879 JADUs) within the five Phases. Sites for affordable housing will be located in reasonable proximity to transit and services such that those sites will be competitive for State and federal affordable housing funding. Developer will assist the City and affordable housing partners, in applying for federal, state and regional funding to leverage the maximum possible amount of available government funding from existing programs and any new state or federal programs established in the future. Moreover, Developer will assist the City in pursuing government funding specific for veterans housing, including

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through HUD’s Veterans Affairs Supportive Housing Program, and the California Department of Housing and Community Development’s Veterans Housing and Homelessness Prevention Program.
vii. Related California . Developer intends to retain Related California (“Related”) to act as the Project’s affordable housing administrator in an effort to successfully implement the Project ’s affordable housing requirements (excluding JADUs, Self-Help [i.e. Habitat for Humanity] Housing, and Permanent Multifamily Supportive Housing governed by the HUD Legally Binding Agreement). Related would, among other things:

A. Recommend the sit ing of affordable housing locations within Project that are best suited to achieve community and financing objectives, promote provision of supportive services and transit opportunities while optimizing ability to compete for public funding, including tax credits
; and
B. Administer and manage the competitive bidding and selection of affordable housing developers for stand-alone projects in coordination with and subject to oversight by the City.

C. A t City’s request, work directly with the City to implement and administer the City’s affordable housing program for stand -alone affordable projects described in Section 4(d)(i) only, all at no cost to City.

In consideration for providing the services described in sub-sections A, B , and C above, Related would have the right/option to build/develop 35% of the stand-alone affordable projects on housing pads itself and an additional 40% of the stand-alone affordable projects in partnership with a non-profit affordable housing developer partner
. 25% of the stand-alone affordable
housing projects would be available for development by third-party affordable housing developers.
e. Golf Course/Evora Road. If identified as necessary mitigation by the applicable CEQA document to mitigate a potentially-significant project-specific or cumulative traffic impact, Developer, by no later than issuance of building permits for 90% of the Phase One market rate dwelling units , will fund and construct at its expense (subject to potential pro rata reimbursement by parties other than City in the event of a cumulative impact): (i) access improvements, including an extension of Evora Road from its current location to an area identified in a relevant traffic impact study as necessary to mitigate or reduce the identified traffic impact; and (ii) golf course reconfiguration improvements to address affected portions of Diablo Creek Golf Course.
f. Commitment to Successful Transit Oriented Development at Earliest Possible Stage. Developer’s land use program includes substantial high-density, mixed-

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use development pads adjacent to BART which will be developed as soon as economically and logistically feasible.
i. Developer is committed to implementing the City’s vision for a vibrant, pedestrian-oriented, mixed-use, and transit-oriented core around the BART station.
ii. Successful high-density TOD Core development can occur only after:

A. BART completes its own planning process, negotiates a DDA, and provides for the reconfiguration of its existing parking, access, and related facilities.

B. New development and place making create demand for high-density housing sufficient to elevate rents and land values to levels that will support development of the infrastructure and community benefits associated with such high-density development.
g. Mount Di ablo Creek Restoration Area. Developer shall, at its expense, undertake the restoration of approximately 180 acres of Mount Diablo Creek (the “ Mount Diablo Creek Restoration Area”) which shall occur in each of the five phases of the Project as follows: 38.5 acres in Phase One, 46.08 acres in Phase Two, 25 acres in Phase 3, 31.79 acres in Phase Four, and 37.65 acres in Phase Five.

Restoration of the Mount Diablo Creek Restoration Area shall be more fully described in the Specific Plan and/or the applicable CEQA document.

5. Summary of Project Milestones and Phasing Requirements. a. Size and Configuration of Land Transfers from City to Developer. Transfers from the City to Developer within a Phase shall occur in multiple sub-phases (each corresponding to a “ Parcel”), the size and sequencing of which will be more specifically set forth in the DDA and the Specific Plan. b. Defined Terms. “ Master Entitlement Date ” means the date by which the Navy has transferred the Phase One Property (or a substantial portion thereof in the event of carve outs to the initial Finding of Suitability to Transfer [“ FOST ”]) to the
City and final approval of the General Plan/Area Plan Amendment, Specific Plan , DDA and DA, including EIR certification, has occurred. “ Large Lot Tentative Map” means a tentative subdivision map that subdivides a sub-phase or a portion thereof into large parcels, with each large parcel proposed to be further subdivided through further mapping,
c. Schedule of Performance. The Schedule of Performance to be included in the DDA shall address the phased public benefit delivery requirements (including for parks, affordable housing pads, JADUs, Neighborhood Serving Retail pads and buildings and the Community Center) addressed in Section 4 above and the following four key milestones for each Phase and sub-phase: i) applications for Large Lot Tentative Subdivision Maps, ii) conveyance of Parcels corresponding to

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particular sub-phases from City to Developer, iii) Commencement of Backbone Infrastructure within or serving a Parcel; and iv) Completion of Backbone Infrastructure within or serving a Parcel. Milestones for each of the s ub-phases
within Phases One through Three are described in the table below (“Schedule of Performance Table ”). Schedule of Performance mile stones (including force majeure-related permitted delays) remain subject to refinement through the planning and negotiation of the Specific Plan and DA and associated CEQA process, all as set forth in Section 8 below.

Milestone Development
Phase One
Development Phase
Two

Development Phase
Three

Development Phase
Four
Development Phase
Five
Large Lot
Tentative
Map
Application
Map application for
first Phase One
Sub-Phase to be
submitted within 12
months of Master
Entitlement
Date. Map
applications for
subsequent Phase
One Sub-Phases to
be submitted no
later than date on
which building
permits for 50% of
residential units or
commercial sq ft,
as applicable, have
been issued for
prior Sub-Phase
Map application for first
Phase Two Sub-Phase
to be submitted on or
before date which is 6
years after Close of
Escrow for first Phase
One Sub-Phase
Parcel. Map
applications for
subsequent Phase Two
Sub-Phases to be
submitted no later than
date on which building
permits for 50% of
residential units or
commercial sq ft, as
applicable, have been
issued for prior Sub-
Phase
Map application for
first Phase Three Sub-
Phase to be submitted
On or before date
which is 6 years after
Close of Escrow for
first Phase Two Sub-
Phase Parcel. Map
applications for
subsequent Phase
Three Sub-Phases to
be submitted no later
than date on which
building permits for
50% of residential
units or commercial sq
ft, as applicable, have
been issued for prior
Sub-Phase
Map application for
first Phase Four Sub-
Phase to be submitted
on or before date
which is 4 years after
Close of Escrow for
first Phase Three Sub-
Phase Parcel. Map
applications for
subsequent Phase
Four Sub-Phases to be
submitted no later than
date on which building
permits for 50% of
residential units or
commercial sq ft, as
applicable, have been
issued for prior Sub-
Phase
Map application for
first Phase Five Sub-
Phase to be submitted
on or before date
which is 5 years after
Close of Escrow for
first Phase Four Sub-
Phase Parcel. Map
applications for
subsequent Phase
Five Sub-Phases to be
submitted no later than
date on which building
permits for 50% of
residential units or
commercial sq ft, as
applicable, have been
issued for prior Sub-
Phase
Large Lot
Tentative
Map Approval
Tbd depending on
size of Parcel but in
any event no later
than 18 months
following large lot
tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
Tbd depending on size
of Parcel but in any
event no later than 18
months following large
lot tentative map
application
First Phased
Large Lot
Final Map
Application
Submittal within 9
months following
date on which the
applicable Large
Lot Tentative Map
has been approved
Submittal within 9
months following date
on which the applicable
Large Lot Tentative
Map has been approved
Submittal within 9
months following date
on which the
applicable Large Lot
Tentative Map has
been approved
Submittal within 9
months following date
on which the
applicable Large Lot
Tentative Map has
been approved
Submittal within 9
months following date
on which the
applicable Large Lot
Tentative Map has
been approved
First Phased
Large Lot
Final Map
Approval
Prior to close of
escrow for
conveyance of
each Sub-Phase
Parcel
Prior to close of escrow
for conveyance of each
Sub-Phase Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Site
Development
Permit
Approval for
applicable
Sub-Phase
Parcel
Prior to close of
escrow for
conveyance of
each Sub-Phase
Parcel
Prior to close of escrow
for conveyance of each
Sub-Phase Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel
Prior to close of
escrow for conveyance
of each Sub-Phase
Parcel

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Milestone Development
Phase One
Development Phase
Two

Development Phase
Three

Development Phase
Four
Development Phase
Five
Outside Date
for Close of
Escrow for
Sub-Phase
Parcels in
each Phase
First Phase One
Sub-Phase Parcel
to transfer on or
before 3rd
anniversary of
Master Entitlement
Date. Subsequent
Phase One Sub-
Phase Parcels to
be transferred prior
to transfer of any
later Phase Parcel
unless otherwise
approved by City
First Phase Two Sub-
Phase Parcel to transfer
on or before date which
is 8 years after Close of
Escrow for first Phase
One Sub-Phase
Parcel. Subsequent
Phase Two Sub-Phase
Parcels to be
transferred prior to
transfer of any later
Phase Parcel unless
otherwise approved by
City
First Phase Three
Sub-Phase Parcel to
transfer on or before
date which is 8 years
after Close of Escrow
for first Phase Two
Sub-Phase
Parcel. Subsequent
Phase Three Sub-
Phase Parcels to be
transferred prior to
transfer of any later
Phase Parcel unless
otherwise approved by
City
First Phase Four Sub-
Phase Parcel to
transfer on or before
date which is 6 years
after Close of Escrow
for first Phase Three
Sub-Phase
Parcel. Subsequent
Phase Four Sub-
Phase Parcels to be
transferred prior to
transfer of any Phase
Five Parcel unless
otherwise approved by
City
First Phase Five Sub-
Phase Parcel to
transfer on or before
date which is 7 years
after Close of Escrow
for first Phase Four
Sub-Phase
Parcel. Remaining
Phase Five Sub-Phase
Parcels to be
transferred no later
than date which is 6
years after Close of
Escrow for first Phase
Five Sub-Phase Parcel
Commencem
ent of grading
and
Backbone
Infrastructure
work
necessary for
development
of each Sub-
Phase Parcel
Within 9 months
after Close of
Escrow for the
applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for the
applicable Sub-Phase
Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Within 9 months after
Close of Escrow for
the applicable Sub-
Phase Parcel
Completion of
grading and
Backbone
Infrastructure
work (other
than In-Tract
Improvement
s) necessary
for
development
of each Sub-
Phase Parcel.

Tbd depending on
size of Parcel but in
any event by no
later than 36
months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of such
work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Tbd depending on size
of Parcel but in any
event by no later than
36 months following
commencement of
such work
Large Lot
Transfers to
Vertical
Developers
As soon as
practicable
following
substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large
Lot Phased Final
map (a separate
SIA will be
executed that
ensures developm
ent of applicable In-
Tract Improvement
work to be
performed by the
vertical developer)
As soon as practicable
following substantial
completion of Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to be
performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)
As soon as practicable
following substantial
completion of
Backbone
Infrastructure work
associated with the
applicable Large Lot
Phased Final map (a
separate SIA will be
executed that
ensures development
of applicable In-Tract
Improvement work to
be performed by the
vertical developer)

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6. Interim Lease.

Developer agrees to enter into an interim lease (the “Interim Lease”) with City upon the later to occur of approval of the DDA or conveyance of the First Transfer Parcel, subject to the following:
a. Developer, as an expense of the Project, will operate, manage, and maintain the entirety of the First Transfer Parcel, including providing security, maintenance, and management of grazing or other leases.
b. Developer is entitled to 50% of net revenues (gross revenues less all Developer costs incurred under the Interim Lease, including security, management, insurance, maintenance, etc.), if any, generated from grazing, leases, or other operations on property covered by the Interim Lease.
c. As additional portions of the Development Footprint are conveyed by the Navy to the City, such property shall be automatically added to the premises covered by the Interim Lease.
d. At City’s request, Developer will cooperate with Navy and the EBRPD or other recipients of Public Benefit Conveyance (“ PBC”) property to explore joint security/property management arrangements under which the entirety of the Concord Naval Weapons Station, including the First Transfer Parcel, the PBC property and that portion of the EDC property not yet transferred by Navy could be managed by one party with the costs shared among Developer, the PBC property recipient, and Navy.
e. The Interim Lease will be terminated in part as portions of the Development Footprint are transferred to Developer pursuant to the terms of the DDA. f. Except to the extent Developer causes or exacerbates a release of existing hazardous materials, Developer shall have no liability related to hazardous materials on or within any areas subject to the Interim Lease where the presence of such hazardous materials predates Developer’s execution of the Interim Lease. g. Developer will coordinate with the City to procure one or more pollution legal liability (“PLL”) insurance policies. Developer will be solely responsible for the costs of PLL insurance policies.

7. Infrastructure.
a. Backbone Infrastructure and Off-Site Roadway Improvements. Backbone Infrastructure shall be constructed and delivered on a Parcel by Parcel basis. “Backbone Infrastructure ” for a Parcel shall mean those components of infrastructure, including utilities, roadways, pedestrian and bike ways, parks, storm water detention facilities, pump/lift stations, electricity substations and similar

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public and quasi-public improvements, including off-site public improvements that are within, or are necessary to serve planned development within the Parcel. The Backbone Infrastructure components by Phases are generally described in Exhibit C attached hereto and will be more fully detailed in the Specific Plan. b. Developer Obligation; Timing. Developer, at its expense (subject to City’s obligations to participate in implementation of financing mechanisms identified in Section 13), shall construct the Backbone Infrastructure to support the development of each Phase in accordance with the Schedule of Performance described in Section 5c.
c. Limited Right to Assign In-Tract Backbone Infrastructure Obligations. Except as otherwise expressly provided below, Developer shall perform all Backbone Infrastructure work itself and shall not be permitted to assign its Backbone Infrastructure obligations to vertical developers or other third parties. Subject to approval by City, which approval will not be unreasonably withheld, Developer may assign to a vertical developer the obligation to construct in-trac t subdivision
improvements (e.g. local streets, utility lateral lines, curb/gutter/sidewalk, street trees and landscap ed medians and the like) (“ In-Tract Improvements”) serving only the property to be purchased by the vertical developer. d. Upsizing of Infrastructure. Obligations to construct Backbone Infrastructure shall include construction of oversized public facilities to accommodate development of the entirety of the Development Footprint as planned and depicted in the Specific Plan. Developer will coordinate with BART regarding potential future uses for the North Concord BART Station and infrastructure sizing with the expectation that BART will be required to pay its fair share of all out-of-pocket hard and soft costs associated with the entitlements, design, and construction of such BART serving infrastructure.
e. Reimbursement. If Developer for any reason is not the master developer of one or more Future Phases to be served by upsized Backbone Infrastructure, City shall require future development to reimburse Developer for the pro rata share of Backbone Infrastructure capacity created by Developer in excess of the capacity required for land transferred by City to Developer.
f. Willow Pass Road and Bridge. Developer agrees to improve Willow Pass Road to four lanes between Landana and State Route 4 (including the bridge) as part of Phase One. Developer has included funding for this work in the Pro-forma. Page 30 of 478

OAK #4886-0854-7635 v18 18

8. Project Entitlements.

a. General Plan/CRP Area Plan Amendments. Prior to approving a Specific Plan for the Project, City will have to amend the General Plan/CRP Area Plan to conform to the proposed Specific Plan. The General Plan/CRP Area Plan amendments will be prepared by a third party engineering and planning consultant retained by the City, at Developer’s expense.
b. Specific Plan. As noted in Section 4 above, Project details will be set forth in a Specific Plan to be prepared by Developer, at its sole cost and expense.

Developer agrees to commence preparation of the Specific Plan at the earliest possible date upon receiving concurrence of the Director of Economic Development & Base Reuse (the “ LRA Director ”) that it is appropriate to commence such work. The Specific Plan will be prepared in accordance with California law, will be considered for approval concurrently with the General Plan/CRP Area Plan Amendments, and will comply with the following:
i. Must be substantially consistent with the goals and objectives of the CRP Area Plan; include development of the full range of uses, housing types, and densities contemplated by the CRP Area Plan as proposed to be amended, with the understanding that the specific number of residential units authorized by the Specific Plan may exceed the number of residential units referenced in the CRP Area Plan. City has determined that the programming outlined in this term sheet is consistent with the CRP Area Plan, as proposed to be amended.
ii. Must provide for creation of a sense of place at the point of interface with the BART station, including an initial entry plaza, retail core, or other comparable signature public space.
iii. Must be based on substantial community input and will be reviewed by the City’s Design Review Board, Parks Recreation and Open Space Commission, and Planning Commission and subject to final approval by the City Council.

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iv. Must reflect consultation with key stakeholders.
v. Must include a land use program, development standards, and design guidelines for the entire Development Footprint.
vi. Must identify all Backbone Infrastructure needed to support development of the Development Footprint, including any required off-site infrastructure, consistent with a land use program to be established in the Specific Plan. vii. Must include a framework for evaluating and maintaining financial feasibility of the entire development (including implementation of extraordinary unanticipated conditions of approval or extraordinary unanticipated CEQA mitigation measures imposed upon the Project) consistent with parameters set forth in the Pro-forma.
viii. Must include development standards and design guidelines to implement or exceed the goals and objectives of the CRP Area Plan and the Citywide Climate Action Plan -- including those regarding sustainability, transit, community character, and economic vitality -- as well as a process for implementation.
ix. Must include appropriate management planning documents to minimize construction impacts on existing residents and protect public health and safety.
x. Must include a minimum 300 foot wide corridor along Mt. Diablo Creek (150 ft. on either side of center) for conservation/restoration. c. DDA. Concurrently with approval of a Specific Plan Developer will enter into a DDA with City.
d. Development Agreement. Concurrently with City C ouncil’s consideration of a Specific Plan for approval, City Council will consider approval of a DA between Developer and City that addresses among other items, the key terms set forth in Section 28 below.
e. CEQA. Developer will work with the City to prepare a comprehensive and legally defensible CEQA document for the proposed Project, which will incorporate, as appropriate SB 375, SB 743 and/or other priority planning and transit-based statutory or regulatory provisions. City and Developer anticipate that project-level CEQA review would tier from the Concord Reuse Project Final EIR ( the “ Reuse
Plan EIR ”) and the CRP Area Plan Addendum. This new CEQA document is expected to include, and build upon, the mitigation measures incorporated into the mitigation monitoring and reporting program for the Reuse Plan EIR. City will determine, with input from Developer, whether a second addendum to the Reuse Plan EIR, a negative declaration tiered from the Reuse Plan EIR, a supplemental EIR tiered from the Reuse Plan EIR, or some other CEQA document should be prepared. Developer will bear the costs of CEQA compliance for the Project ,

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OAK #4886-0854-7635 v18 20
including the costs of the CEQA consultant who shall be retained by the City.

Developer will be provided a draft CEQA scope for review and comment . To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the Parties acknowledge that the City has no obligation to approve and Developer has no obligation to develop the Project unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by the City Council to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, or (iv) determine not to proceed with the Project.

The Parties acknowledge that the project-specific CEQA document will include a full transportation impact analysis to determine the nature and timing of any local or regional traffic improvement and mitigation measures described in the Community Reuse Plan Environmental Impact Report as well as other mitigation measures that may be deemed feasible and may reduce or avoid potentially significant traffic impacts.

9. Reimbursement of City Costs.

The Developer shall fully reimburse the City for loans made by the City to the Local Reuse Authority (“ LRA”) and for other costs previously incurred by the City in connection with site wide activities (“ Site-Wide Costs ”) by: (i) paying City approximately $5 Million prior to issuance of building permits for 90% of the market rate dwelli
ng units in Phase One, and (ii) paying City approximately $10 Million prior to issuance of building permits for 90% of the market rate dwelling units in Phase Two.

(“ENA”) and City CNWS Project Costs (as defined in Section 5 of the ENA) (collectively “City Costs”). Conforming amendments will be made to the ENA to clarify that ongoing reimbursement obligations will be covered by the reimbursement agreement. City Costs w ill be payable within thirty (30) days of City’s written demand which shall be accompanied by copies of invoices or other reasonable evidence of such City Costs. The reimbursement agreement will provide for a deposit in an amount sufficient to cover not less that the next 180 days of anticipated City Costs to secure Developer’s obligation to pay City Costs (the “
Deposit”). Developer w ill be obligated to deposit additional funds to fully

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OAK #4886-0854-7635 v18 21
replenish the Deposit within twenty (20) days of City’s demand therefor or as otherwise provided in the reimbursement agreement. In the event Developer fails to timely replenish the Deposit, City shall have no obligation to perform any further work related to the Project until such time as the Deposit has been replenished. In addition to the City Costs, the following City and LRA costs will also be paid by Developer pursuant to the reimbursement agreement:
a. City’s fully loaded/burdened costs to maintain a suitable level of staffing for the project, which the Parties currently estimate will be 2.5 full-time equivalent staffing within the Community Development Department, including a dedicated principal planner supported by up to an additional 1.5 full-time equivalent staffing at a variety of levels, to (i) participate in the preparation and review of the Specific Plan, such as review scope of work and approach to outreach process, meet regularly with Developer and consultants, review interim and final deliverables, and prepare staff reports for Council and Board/Commission review; (ii) lead and expedite review of project development applications; and (iii) interface with other City departments on the Developer’s behalf.
b. City’s fully loaded/burdened costs to maintain 2.0 full-time staffing equivalents for LRA project management.
c. Actual costs associated with City-led CEQA review, including (i) outside consultant costs to prepare environmental documents and studies; and (ii) costs of City staff, consultants, and outside legal counsel to manage, review and oversee the CEQA process.
d. Actual costs of outside consultants and legal counsel to provide support to the City and LRA in implementation of the DDA, including but not limited to negotiation, drafting, processing, and implementing the DA, Specific Plan and all subsequent project agreements and entitlements, and the LRA’s project management costs to complete the negotiations and transfer process with the Navy. Developer will have an opportunity to review and comment on the scope and budget of all outside consultant and legal counsel contracts prior to City approval. e. To address ancillary City costs incurred in connection with the above described work, including time spent by other City departments, including the City Manager, City Clerk, City Attorney, Engineering Division and Police Department (i.e. departments other than Community Development Department and the LRA addressed in a. and b. above), Developer will pay an administrative mark-up of

6.5% on the costs described in subsections a. and b. above. f. The reimbursement agreement will provide for the following procedures relating to reimbursement of City expenses described in Section 9(a)-(e):
i. Annual Budget . A budget will be established annually consistent with the City’s fiscal year (July 1 -June 30) and submitted to Developer for review

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OAK #4886-0854-7635 v18 22
and approval prior to its approval by the City Council. A process for augmenting the budget where necessary will also be included. ii. Reporting. City shall deliver cost reports to Developer within 45 days following the end of each calendar quarter detailing City, third-party professional, and/or other costs incurred by the City related to the Project in relation to the approved budget.
iii. Disputes . Developer shall bring any inconsistencies or requests for clarification to the City’s attention within 30 days of receipt of a given cost report. The Parties shall attempt in good faith to informally resolve any dispute. If the Parties have not been able to resolve the dispute, the dispute may be resolved by non-binding mediation, or such other non-binding method determined by the Parties.
iv. Third-Party Professionals . City may retain third-party professionals to assist City Staff in negotiating, drafting, processing, and implementing the DDA, DA, General Plan/CRP Area Plan amendments, Specific Plan and all subsequent project agreements, plans, permits, and/or other entitlements, including related CEQA document for the Project. Developer shall have the right to retain a third-party consultant or consultants of its choosing for the purpose of preparing its Specific Plan, subject to the approval of the City, which approval shall not be unreasonably withheld.

10. Conditions Precedent to Transfer to Developer.

City would convey Parcels to Developer by quitclaim deed corresponding with Developer’s phased build-out of the Backbone Infrastructure for each sub-phase upon the satisfaction of the following conditions precedent:
a. Fee Title. The federal government shall have conveyed the Parcel to the City without any use or activity restrictions that would impede the development of the Parcel in accordance with the CRP Area Plan, as proposed to be amended , pursuant to a Finding of Suitability to Transfer issued by the Navy and concurred- in by the U.S. Environmental Protection Agency, the Department of Toxic Substances Control, the regional water board and any and all other regulatory agencies
b. Project Entitlements. The City shall have finally approved the Specific Plan, the DA, and associated Tentative Map and Final Map.
c. Completion of Prior Sub-phase Backbone Infrastructure. For each conveyance following conveyance of the first sub-phase Parcel, Developer must have substantially completed construction of the Backbone Infrastructure, including parks (but not including In-Tract Improvements) in the prior sub-phase(s). d. Completion of Commercial and Affordable Housing Pads. All commercial pads in prior sub-phases must be available for sale and fee title to all affordable housing

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OAK #4886-0854-7635 v18 23
pads in prior sub-phases shall be ready to be transferred to City or its designee for development of affordable housing.
e. Approvals for Backbone Infrastructure. The City shall: (i) have approved a Large Lot Final Map that includes the Parcel; (ii) have approved and executed an Improvement Agreement providing for Developer’s installation of Backbone Infrastructure for the Parcel (other than In-Tract Improvements which may be deferred until further subdivision of the large lot parcels) and the posting of security consistent with the requirements of the Subdivision Map Act and the Subdivision Code ensuring performance of such Backbone Infrastructure and payment of labor and materials in connection therewith; and (iii) have issued or be ready to issue the development permit(s) required for grading and construction of the Backbone Infrastructure for the particular Parcel.
f. Insurance Policies. Developer shall have submitted to the City evidence of the insurance required to be maintained by Developer.
g. Evidence of Financing. Developer shall have deliver ed to City (i) certified copies of binding loan commitment letter(s) from the construction loan lender(s) , committing said lender(s) to make construction loan(s) to Developer, subject only to such lender conditions as are customary in connection with binding loan commitments, and setting forth the terms of said loan(s), and (ii) evidence reasonably satisfactory to City of Developer's equity commitments for the applicable sub-phase. The total of the loan and equity commitments (collectively, the "Loan/Equity Commitments") shall be in substantially the same amount as the Backbone Infrastructure costs for the applicable sub-phase as identified in Developer's updated pro-forma.
h. Receipt of Improvement Security. Developer shall have delivered surety bonds to City from issuer(s) reasonably acceptable to City in amounts required to guarantee the completion of all Backbone Infrastructure, parks and public facilities, and the payment of labor and material costs associated with such work. i. Commitment to Commence and Complete Improvements. Developer shall demonstrate to the reasonable satisfaction of the LRA Director or their designee that Developer will commence and complete the Backbone Infrastructure for the Parcel within the applicable time pursuant to the Schedule of Performance. Such evidence may include a construction contract with a general contractor for the applicable Backbone Infrastructure work. The Parties shall agree upon and attach to the DDA a form of letter to the LRA Director that, when executed by Developer and accompanied by materials identified in the letter, would satisfy the requirements of this Section 10(h).
j. Miscellaneous Standard Closing Conditions. The Parties shall have submitted executed closing documents into escrow, title insurance policies shall be ready to be issued and other standard conditions to closing (which shall be described in more detail in the DDA) shall be met.

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k. Waiver of Conditions / Reversionary Right. Developer may request, and City shall reasonably consider, transfers of Parcels within a given Phase prior to satisfaction of one or more of the conditions in this Section 10 provided: (i) City retains a reversionary right as to such property for which one more conditions has not been satisfied until satisfaction of such condition(s); and (ii) Developer shall be required to satisfy all Developer obligations as to such Parcel under the DDA, including Schedule of Performance obligations relating to the commencement and completion of Backbone Infrastructure as to such property.

11. Conditions Precedent to Transfer to Vertical Developer.

Developer would be permitted to convey subdivided large lot portions of a previously transferred Parcel to one or more vertical developers upon the satisfaction of the following conditions precedent:
a. Satisfaction of Conditions Precedent to Transfer from City to Developer . All applicable conditions precedent set forth in Section 10 shall have been satisfied. b. Evidence of Experience. The vertical developer has demonstrable and has successful experience acting as the developer of a project of similar size commensurate with the property in which an interest is being transferred as reasonably determined by City.
c. No Debarment or Suspension. The vertical developer has not been suspended, debarred, or prohibited from contracting with the City. d. Assignment and Assumption Agreements. The vertical developer shall have executed assignment and assumption agreements with the City in substantially the forms attached to the DDA and DA and City shall have approved the scope of any assignment of In-Tract Improvements work.
e. Broker Review of Assignment to Affiliated Vertical Developer. Where Developer proposes to transfer to a vertical developer that is an Affiliate of Developer (as defined in Section 21), Developer shall submit an offer to be reviewed by a knowledgeable commercial broker specializing in land transactions representing the City for City review and approval, which shall not be unreasonably withheld or denied.
f. Assignee Formation Documents. The vertical developer shall have delivered to the City entity formation and other relevant documentation relating to the corporate, partnership, limited liability, or other similar status, as the case may be, of the entity to which Developer intends to assign its rights under the assignment and assumption agreement as to such Parcel.
g. Associated Backbone Infrastructure. All Backbone Infrastructure (other than In- Tract Improvements) needed to serve the vertical improvements on the large lot portion of the Parcel proposed to be transferred shall have been substantially completed.

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OAK #4886-0854-7635 v18 25
h. Receipt of Improvement Security. The vertical developer shall have delivered surety bonds to City from issuer(s) reasonably acceptable to City in amounts required to guarantee the completion of all In-Tract Improvements, and the payment of labor and material costs associated with such work. i. Insurance Policies. The vertical developer assignee shall have submitted to the City evidence of required insurance policies pursuant to the DDA and DA as required in the assignment and assumption agreement.
k. Miscellaneous Standard Closing Conditions. The Parties shall have submitted executed closing documents into escrow, title insurance policies shall be ready to be issued and other standard conditions must be met.

12. City Participation.

The parties agree, to the extent funds are available after Developer achieves an 18% unlevered investment rate of return (“UIRR”), to implement a profit participation model formula described below (the “ PPF Formula ”). All City participation proceeds shall be deposited into a designated escrow account (“Community Benefit Fund Account ”) and reinvested back into the Project in accordance with Section 12.c. below.
a. Participation Model. The Parties acknowledge that Developer will incur substantial costs and associated risks to install the infrastructure necessary to serve the Project, and that the City will directly benefit from the Project as a result of job creation, direct and indirect sales taxes, transient occupancy taxes, and other tax revenues created by the Project. The participation model shall include all Project Costs, whether incurred before or after the date of this Agreement. All Project revenues shall be applied:
i. First, Developer shall receive an 18% UIRR (Tranche 1); ii. Second, Developer and City shall participate 60(Developer)/40(City) in proceeds received above 18% UIRR to a 20% UIRR (Tranche 2); iii. Third, Developer and City shall participate 50/50 on proceeds received above a 20% UIRR to a 22% UIRR (Tranche 3);
iv. Fourth, Developer and City shall participate 40(Developer)/60(City) on proceeds received above a 22% UIRR (Tranche 4).
b. Calculation/Distribution. Within one-hundred twenty (120) days of the beginning of each calendar year, Developer shall provide City with an annual Profit Participation Model detailing all revenues and costs for the preceding year along with a projection for the current year and calculation of UIRR return(s) and profit participation under each of Tranches 1 through 4, as applicable.

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c. Community Benefit Fund. Funds deposited into the Community Benefit Fund Account shall be placed in a specific and designated escrow account, and shall be reinvested into the Project for City costs and community benefits within the Project.

The preferred prioritization of the reinvested funds shall be as required by the Navy/City Conveyance Agreement (defined in Section 25 below) and as directed by the City Council. A c
ommittee, which includes a representative of Developer, will be formed by the City to make recommendations to the City Council on the reinvestment of funds into the Project.

13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements.
a. City and Developer will cooperate in good faith at Developer’s expense to secure State, Federal and Regional grant and/or low interest loans to pay a portion of the costs of preparing Project planning documents such as the Specific Plan and Environmental Impact Report as well as hard and soft costs of constructing affordable housing and Backbone Infrastructure.
b. The parties contemplate that the construction, installation, and long-term maintenance of Backbone Infrastructure, other public improvements, and potentially certain additional community benefits will be financ ed through the use of private capital; federal, state, and local governmental (other than City) grants; community facilities district(s
) (“CFD(s)”), enhanced infrastructure financing
district(s) (“IFD(s)”) or other similar vehicles, and other financing mechanisms.

The DA shall include procedures addressing the filing of petitions by Developer and the City Council’s consideration of adoption of resolution(s) of intention to establish the applicable financing district(s). Upon adoption of such resolution(s) of intention, City, at Developer’s expense, shall use good faith, diligent efforts to establish and implement the financing district(s) pursuant to terms to be set forth in the DA, including scheduling of necessary public hearings and adoption of a resolution(s) of formation. Developer shall cooperate with City in the formation o f such financing district(s), including by timely submitting all petitions, waivers and consents and promptly paying all costs of establishing such financing district(s). c. Developer also proposes to finance ongoing maintenance and replacement of publicly accessible private improvements, including private streets, private storm drains, common areas, and landscaping etc. through the use of various revenue sources, including homeowners associations (“ HOAs”), landscaping and lighting districts (“ LLDs”), geologic hazard abatement districts (“ GHADs”), and other financing mechanisms.
d. Prior to implementing an IFD or other mechanism that would direct to Developer tax increment otherwise available to the City, or implementation of revenue sources for annual maintenance and replacement costs, Developer shall demonstrate that the combination of its proposed financing strategies would preserve fiscal neutrality to the City’s General Fund.

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14. Open Book Accounting.
a. Proposed Financial Deal Structure. Developer proposes a deal structure that aligns public and private interests through an open sharing of information and profits. Developer will provide a completely open book partnership allowing City to confirm Developer’s budgets and security (including subdivision bon ds) to fully secure Backbone Infrastructure on a Parcel- by-Parcel basis before any land is conveyed to Developer.
b. Potential Federal/State/Regional Funding. To the extent the Project or any component thereof receives grant awards or other similar funding from Federal , State or regional funding sources, Developer’s UIRR shall be adjusted to account for such funding awards. Developer’s minimum financial commitments to Project community benefits, including the Library/Community Center, Tournament Sports Park, Citywide Park and affordable housing as set forth in this Term Sheet shall not be subject to reduction based on receipt of monies from Federal , State or regional funding s
ources.
c. Open Book Accounting. Developer shall maintain a completely open book accounting, with specific processes for record keeping, accounting, and auditing as further described below.
i. Book and Recordkeeping Obligation . Developer shall maintain books and records of all Project costs and expenses for a period of three years following the end of each calendar year, or such longer period as may be necessary to comply with Base Realignment and C losure (“ BRAC”) requirements. Books and record shall be maintained with generally- acceptable accounting principles consistently applied or in another auditable form approved by the City.
ii. Annual Reports. Developer shall provide annual reports to the City commencing as of the date that Developer receives the first Parcel from the City. Annual reports, which shall be submitted to the City no later than four months after the end of each fiscal year, shall include at minimum: updated estimates of project costs and gross revenues; variances from the prior year’s annual report (if applicable); new development that is expected to occur or that is occurring; and a summary of all public benefits delivered to the City; and a statement of cumulative IRR achieved to date. Annual reports shall use generally accepted accounting procedures acceptable to the City.
iii. Inspection Rights . Upon ten business days’ prior written notice, City shall have the right to review or audit Developer's books and records at Developer's local office.

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15. Remediation.

City will transfer each Parcel to Developer subject to applicable provisions of the quitclaim deed from the Navy to the City, including the Comprehensive Environmental Response, Compensation, and Liability Act (“ CERCLA”) s ection
120 covenants received from the Navy. Land anticipated for residential use is expected to be cleaned to appropriate residential standards, and to remain subject to CERCLA covenants. If hazardous materials requiring investigation or remediation are discovered on the Parcel
during development and following
completion of Navy’s remediation program, the City shall not be responsible for performing or paying for such investigation or remediation; in such instance, Developer will, in its sole discretion: (i) request that the Navy perform or pay for the investigation or remediation under the CERCLA s ection 120 covenants or the indemnity provided under BRAC section 330 of the National Defense Authorization Act of 1993, PL 102-484, October 23, 1992, 106 Stat. 2315, as amended (“ DOD Indemnity”), and said CERCLA covenants and BRAC indemnity shall have bee n passed through by the City to Developer ; (ii) tender a claim to the insurer under the PLL policy to pay for the investigation or remediation; and/ or (iii) in situations where the costs of performing the investigation or remediation would be less than the costs of pursuing a claim against the Navy or paying the deductible or self- insured retention under the PLL policy, perform or cause to be performed the investigation or remediation at its own cost. Notwithstanding the foregoing, Developer will not take any action that adversely affects the rights of the City under CERCLA s
ection 120 covenants granted by the Navy or under the DOD Indemnity or under the PLL policy . The Parties share the following objectives relating to remediation and transfers from the Navy:
a. It is in the Parties’ mutual interest for the First Transfer Parcel to transfer from the Navy to the City as expeditiously as possible without any use or activity restrictions that would materially impede development of the First Transfer Parcel and for subsequent portions of the Development Footprint to transfer without any use or activity restrictions that would materially impede development of such property as expeditiously as possible thereafter.
b. The Parties will cooperate and actively participate in negotiations with the Navy, US EPA, DTSC, and regional water board over remediation of hazardous materials and the transfer of lands from the Navy to the City on a schedule that will permit timely development consistent with the Specific Plan.
c. For lands within the Phase One Property (or reasonably necessary for the efficient development of the Phase One Property) that are not included in the First Transfer Parcel or transferred within a reasonable time thereafter via a FOST under section 120(h)(3)(A) and (B) of CERCLA, it is in the Parties mutual interest to gain access to such lands under a license or lease in furtherance of conveyance (“ LIFOC ”) or
have such lands transferred pursuant to a Finding of Suitability for Early Transfer (“FOSET”) under section 120(h)3(C) of CERCLA, and subject to approval by the Navy. Accordingly, Developer agrees to coordinate with City to actively and in

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good faith negotiate such licenses, LIFOCs, FOSETs and related Environmental Services Cooperative Agreements (“ESCAs”) that provide for sufficient funds from the Navy to complete the necessary remediation and procure appropriate environmental insurance.
d. For properties not included in the Phase One Property that may be eligible for a FOSET, as may be determined by the Navy, Developer similarly agrees to coordinate with the City to actively and in good faith negotiate FOSETs and related ESCAs that provide for sufficient funds from the Navy to complete the necessary remediation and procure appropriate environmental insurance. As appropriate, the Parties shall consider advocating for the use of a phased transfer of FOST- eligible properties to the extent such phasing would allow accelerated transfer of less complicated sites critical to development phasing (e.g. Site 13) ahead of the transfer or early transfer under a FOSET of other potentially more complicated sites (e.g. Bunker City).

16. Habitat & Species Mitigation and Resource Agency Permitting. a. The Parties will cooperate, at Developer’s expense, to obtain from the various resource agencies, including the U.S. Fish and Wildlife Service, the U.S. Army Corps of Engineers, the California Department of Fish and Wildlife and the San Francisco Bay Regional Water Quality Control Board, all permits and approvals which are necessary to implement reuse of the Development Footprint in accordance with the General Plan/CRP Area Plan, as proposed to be amended, and the Specific Plan. Developer will work with the lead land manager for the EBRPD PBC areas and the City as to Mt. Diablo Creek conservation areas, in an effort to meet aquatic resource/wetlands and endangered species mitigation for the EDC property development on the EBRPD PBC property to the maximum feasible extent. Final determinations regarding the amount of mitigation credit will be reflected in permits or other authorizations issued by the resource agencies, and Developer will bear all costs of such mitigation requirements whether on or off of the EBRPD PBC property.
b. The Parties agree to cooperate in pursuing all resource agency permits necessary to implement the Project and establishing mutually agreeable, reasonable, and appropriate mitigation obligations. The Parties share the following objectives regarding resource agency permitting and the associated mitigation:
i. Impacts to species, aquatic resources, and other resources subject to the resource agency permits and authorizations (collectively, “ Ecological Resources”) from development should be mitigated, to the maximum extent reasonably feasible and cost-effective, on site or on the EBRPD PBC property. If off site mitigation is required, best efforts will be made to mitigate within the Mt. Diablo or Kirker Creek watersheds to the extent reasonably feasible and cost-effective.

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ii. Obligations to fund and implement mitigation should be roughly proportionate -- in amount, nature, and timing -- to either the phasing of development generally or, where appropriate, to the timing of actual impacts caused by development. However, the Parties acknowledge that resource agencies may require some, or a substantial amount, of mitigation in advance of development in order to accommodate all of the mitigation on the PBC property. City will work with the resource agencies to identify in the permitting documents and approvals the mitigation necessary to offset impacts from the Project. However, the permitting documents may not clearly distinguish the impacts and offsetting mitigation, and this determination may have to be made by mutual agreement of City and Developer.
c. Prior to issuance of the first grading permit, Developer will establish an endowment fund or provide a financial mechanism acceptable to the resource agencies to pay certain ongoing costs associated with Ecological Resources and other on-going mitigation obligations associated with each particular Phase of development. The endowment fund or other acceptable financial mechanism will be in an amount deemed sufficient by the resource agencies to fund long-term management and monitoring of the conservation areas. While a non-wasting endowment will be required to fund certain creation, restoration, enhancement, start-up, and interim management and monitoring obligations associated with the mitigation program, the Parties acknowledge that it may be appropriate for other mitigation obligations to be secured through other financial tools (for example, letters of credit, bonding, etc.). The Parties agree to pursue the most cost-effective combination of funding mechanisms available through the resource agency permitting process. d. Following execution of the DDA, Developer may apply to become co-applicant / co-permittee on the City’s pending resource agency permit applications.

17. Prevailing Wages.

Developer agrees that any worker (as defined by State prevailing wage law) performing publicly-funded construction, alteration, demolition, installation or repair work or street, sewer or other improvement work done under the direction and supervision or by the authority of any officer or public body (“ Public Work”) shall be paid not less than the general prevailing rate of wages, as provided by State prevailing wage law, and shall be subject to the same hours and working conditions, and shall receive the same benefits as in each case are provided for similar work performed in Concord, California. Developer shall include in any contract for Public Work a requirement that all workers performing labor under such contract shall be paid not less than the general prevailing rate of wages for the labor so performed as provided by California prevailing wage law.

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18. Insurance.

Developer shall maintain, at its cost and expense, the following policies of insurance: (a) commercial general liability; (b) automobile; (c) workers’ compensation; (d) builder’s risk and (e) one or more P ollution Legal Liability policies to the extent required under Section 6, naming Developer as insured and, except for workers’ compensation insurance, naming the City as additional insured, on forms acceptable to City, and in amounts commensurate with similar military base redevelopment projects as will be determined in the DDA.

19. Indemnity.
a. Developer shall indemnify, defend (with counsel reasonably acceptable to City) and hold the City harmless from and against any and all claims resulting or arising from or in any way connected with the following, provided Developer shall have no obligation to indemnify the City (but will be obligated to defend (with counsel reasonably acceptable to City), subject to reimbursement below) to the extent any such claims directly result from the sole or active negligence or willful misconduct of the City:
i. The existence, release, presence or disposal of any hazardous materials to the extent that the City’s liability results from any of the following: (i) Developer’s breach of any obligation under the DDA with respect to hazardous materials; (ii) Developer’s breach of any environmental law on or relative to the Development Footprint; (iii) Developers breach of any covenants or land use controls contained in the applicable Navy deed to the City or other acti ons by Developer that compromise or invalidate City’s rights under the CERCLA covenants granted by Navy or the DOD Indemnity; or (iv) any release or threatened release of Hazardous Materials to the extent the release or threatened release commenced during Developer’s ownership of the subject real property or was caused, contributed to, or exacerbated by Developer, provided that (iv) shall not apply to the extent that such release or threatened release was caused, contributed to, or exacerbated by the City;
ii. The non-compliance of improvements constructed by Developer with any federal, State, or local laws or regulations, including those relating to access, or any latent defects, in all cases regardless of whether the City has reviewed and/or approved plans for such infrastructure. iii. During the period of time that Developer holds title to any portion of the Development Footprint, the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person that shall occur in such portion of the Development Footprint; and iv. The death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person that shall

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occur in or around the Development Footprint, including any portions of the PBC property, or off-site improvement areas, to the extent caused by the act, omission, negligence or willful misconduct of Developer, or its agents, servants, employees or contractors.
b. In addition to the foregoing, Developer shall indemnify, defend (with counsel reasonably acceptable to City), and hold the City harmless from and against all losses and costs arising out of or connected with contracts or agreements (i) to which the City is not a party and (ii) entered into by Developer in connection with its performance under the DDA, including any assignment & assumption agreement (see Section 21, infra), provided Developer shall have no obligation to indemnify the City (but will be obligated to defend, with counsel reasonably acceptable to City), subject to reimbursement as provided below) to the extent that any such losses and costs result, directly from the sole or active negligence or willful misconduct of the City.
c. Notwithstanding the foregoing, where claims are asserted against the City in connection with any of the claims above, Developer agrees to defend the City, subject to reimbursement by City to Developer of the City’s pro rata share of costs (including attorneys’ fees associated with Developer’s defense) correspondi ng to City liability following final resolution of such claims. d. Each vertical developer will be required to undertake comparable indemnity and defense obligations for benefit of City with respect to the portion of the Development Footprint acquired by such vertical developer.

20. Third Party Legal Challenges.

At Developer’s sole cost and expense, City and Developer shall cooperate in the defense of any third party, or state or federal governmental entity or official challenge to the validity of any provision in this Term Sheet, the DDA, the General Plan/CRP Area Plan amendments, the Specific Plan, the DA, any Project entitlements and/or any related CEQA determinations or documents (for purposes of this section, a “Litigation Challenge”). If Developer elects, in its sole discretion, to contest or defend a Litigation Challenge, the Developer shall take the lead role defending such Litigation Challenge and shall reimburse City for any of City’s reasonable costs, including any attorneys’ fees, related to the Litigation Challenge.

City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice in any such action or proceeding with the reasonable costs of such representation to be paid by Developer. Any proposed settlement will be subject to City’s and Developer’s approval, each in its reasonable discretion. If the terms of the proposed settlement would constitute an amendment or modification of this Term Sheet, the DDA, the General Plan/CRP Area Plan amendments, the Specific Plan, the DA, any Project entitlements and/or any related CEQA determinations or documents, the settlement shall not become effective unless such amendment or modification is approved by City, and City reserves its full

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legislative discretion with respect thereto. If Developer opts not to contest or defend any such Litigation Challenge, City shall have no obligation to do so.

Developer shall indemnify, defend (with counsel reasonably acceptable to City) , and hold harmless City Parties from and against any and all Claims raised in connection with the Litigation Challenge, including attorneys’ fees awarded under Code of Civil Procedure Section 1021.5, assessed or awarded against City by way of judgment, settlement, or stipulation. Any proposed settlement of a Litigation Challenge shall be subject to City’s approval not to be unreasonably withheld, conditioned or delayed.

For purposes of Sections 18, 19 and 20, “City Parties” means and includes City and its elected and appointed officials, officers, employees, agents, volunteers, attorneys, contractors and representatives, and “ Claims” means any and all liabilities, obligations, judgments, orders, claims, damages, fines, penalties and expenses, actions, causes of action, claims, cross-claims, disputes, demands, losses, taxes, costs, loss of service, expenses, liabilities, debts whatsoever, in law or in equity, whether known or unknown, of any kind or character, including attorneys’ fees and costs.

This Section 20 shall survive expiration or other termination of this Term Sheet to the extent a claim accrues prior to or costs are incurred prior to such termination or expiration. Except as otherwise expressly provided herein, this Term Sheet shall terminate upon execution and approval of the DDA or as otherwise provided within this Term Sheet.

21. Transfers .

This Term Sheet and the DDA and DA shall be executed and entered into by Concord First Partners, LLC, or another entity controlled by the three members of Concord First Partners, LLC , and approved by City in its sole and absolute discretion. After execution of the DDA and DA, transfers by Developer of certain rights and obligations under the DDA and DA may be appropriate or necessary to achieve organizational and tax efficiencies, to attract development partners for diverse Project elements, to attract capital and investment in the Project, or other commercially recognized reasons. Developer shall be permitted to transfer its interests in the DDA and DA only as set forth in this Sectio n 21. For purposes of this Section 21, “control” means power, indirectly or directly, to direct or cause the direction of the management or policies of the subject person or entity by contract or otherwise, subject only to major decisions requiring the consent and approval of other owners of such entity.
a. Transfer to Affiliate of Developer. Developer shall be permitted to transfer all or any portion of its rights and corresponding obligations under the DDA and DA from time to time to a transferee who, directly or indirectly, controls, is controlled by, or is under common control with Developer (any such person or entity, an “Affiliate”) without, in any such case, the approval of the City (except as provided in Section

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11.c. above), provided that at the time of such transfer: (i) there has been no event of default by Developer under the DDA or DA; and (ii) no event has occurred that, with notice and opportunity to cure or both, would constitute an event of default by Developer under the DDA or DA.
b. Change in Control; Stock/Share Transactions. Developer shall not, without the City’s consent, allow a transfer of the direct or indirect interests in the Develop er to any new person or new entity or party. Nothing in this Section 21 shall restrict transfer or issuance of shares on a public market or a merger or similar transaction. c. Mortgages & Transfers to Vertical Developers. Subject to any conditions set forth in other Sections of this Term Sheet, the following mortgages and transfers shall be allowed without review or approval by the City:
i. Upon or at any time after the satisfaction of the conditions precedent to transfer of a Parcel to Developer set forth in Section 10, any mortgage against fee title (or leasehold title) as to such Parcel (but not including affordable housing development pads) for the purpose of securing debt financing for development of all or a portion of the Development Footprint. ii. Upon or at any time after the satisfaction of conditions precedent to transfer of a large lot parcel to a vertical developer set forth in Section 11, any conveyance by Developer to a transferee of fee or leasehold title as to such large lot parcel, and a corresponding permitted assignment to such vertical developer assignee of rights and obligations, including In-Tract Improvement obligations, of Developer under the DDA and DA as to such large lot parcel.
iii. Upon or at any time after the satisfaction of conditions precedent to transfer of a Parcel to a vertical developer and completion of the vertical development, the sale or leasing for occupancy of the completed vertical development.
d. Form of Assignment & Assumption Agreement. The Parties agree to negotiate and include as exhibits to the DDA and DA approved forms of one or more assignment and assumption agreements. The form of assignment and assumption agreement for vertical developers shall include a framework for the commitment by vertical developers to a schedule of performance for commencement and completion of vertical development.
e. Other Transfers. Any transfer not otherwise permitted by this Section 21 may be approved by City in its sole, absolute discretion.

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principal remedy of both Parties in the event of default under the DDA or DA shall be specific performance.
b. No Attorneys’ Fees. Each party will bear its own attorney fees in any action by a Party to enforce its rights under the DDA and/or DA.
c. City Remedies against Vertical Developers. The forms of assignment and assumption agreement to be negotiated between City and Developer and attached to the DDA and DA shall address City’s remedies against vertical developers for defaults by such vertical developers.

23. Excusable Delays.

The time for Developer to perform any act under the DDA or DA, including Developer’s obligations in Section 5 (Schedule of Performance), shall be automatically extended for the period of any of the delays described below (each, an “
Excusable Delay”). Developer’s obligation to m ake any community benefit contributions to the City as set forth in the DDA and/or DA, including the schedule for such payments, shall not be subject to extension for Excusable Delay. a. Administrative Delay. Meaning failure by governmental or quasi-governmental entities to act within reasonable times under applicable laws, or actions by governmental or quasi-governmental entities that are successfully challenged by the Developer or an assignee / transferee / vertical developer. b. Resource Permitting Agency Delays. Meaning delays in issuance of resource agency permits required to implement the Project, including: (1) authorization to dredge or fill waters of the United States under Clean Water Act section 404 from the U.S. Army Corps of Engineers; (2) certification of the San Francisco Bay Regional Water Quality Control Board under section 401 of the Clean Water Act; (3) a Streambed Alteration Agreement with the California Department of Fish and Wildlife; (4) authorization under sections 7 and/or 10 of the federal Endangered Species Act from the Fish and Wildlife Service; and/or (5) a Consistency Determination or Incidental Take Permit from the California Department of Fish and Wildlife under the California Fish and Game Code. Application of this automatic extension is subject to Developer’s reasonably diligent pursuit of such resource agency permits. Provided Developer can reasonably proceed with development consistent with the Schedule of Performance in the absence of one or more of the above-referenced permits, the extension in this Section 23.b. would apply only to those geographic areas of the Development Footprint where development consistent with the Specific Plan cannot occur absent such permit. c. CEQA Delay. Meaning the time reasonably required to complete any additional environmental review or documentation for future Project applications or approvals (not including the initial approvals of the General Plan/CRP Area Plan amendments, the Specific Plan, the DDA, and the DA), subject to a requirement that Developer shall have made all commercially reasonable efforts to timely

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complete such environmental review, and the time during which legal proceedings regarding sufficiency of environmental review are pending (regardless of whether development is subject to a stay during such proceedings). d. Economic Delay. Meaning two or more of the following have occurred in the same calendar quarter: (i) the FHFA House Price Index has declined by more than four percent (4%) over the preceding 12-month period; ii) the Housing Starts rate has declined by more than fifteen percent (15%) for two consecutive quarters over the preceding 12-month period, and iii) the National Bureau of Economic Research has declared that a recession is in effect during such calendar quarter. Economic Delay shall commence upon Developer’s notification to the City of the Economic Delay (together with appropriate backup evidence) (the “ Economic Delay Start
Date”) that two or more of the foregoing metrics have been triggered. Economic Delay shall continue prospectively on a quarterly basis and remain in effect until two or more of the following have occurred: (1) the FHFA House Price Index has increased by more than four percent (4%) over the preceding 12-month period, (2) Housing Starts has increased for two (2) successive quarters and, (3) the National Bureau of Economic Research has declared that the recession has ended ; provided that the cumulative total of Economic Delay in any given Phase shall not exceed forty-eight (48) months. “FHFA Housing Price Index” means the Rolling 12-Month Change published by the Federal Housing Finance Agency representing home price trends for the Oakland-Berkeley-Livermore Metropolitan Statistical Area (comprising Alameda and Contra Costa counties). “Housing Starts” means the New Private Housing Units Authorized by Building Permits for California published by the U. S. Census Bureau ... If the FHFA Housing Price Index and/or the Housing Starts are discontinued, Developer and City agree to use a substitute index that tracks the residential market with as close a geography to the Oakland- Berkeley-Livermore Metropolitan Statistical Area as possible. If the National Bureau of Economic Research no longer makes declarations of recession Developer and City agree to use a declaration from another similar public or private, non-profit, non-partisan organization.
e. Force Majeure. Meaning the range of natural and man-made acts outside of the reasonable control of the Party claiming delay, including wars, strikes, natura l disasters, litigation, and reasonably unforeseen site conditions, which adversely affect the claiming Party’s (which may, notwithstanding anything above, be Developer or City) ability to timely perform its obligations under the DDA or DA , provided that Excusable Delay shall not include the inability to obtain financing. f. Notice. To claim Excusable Delay, Developer shall provide notice within sixty (60) days of actual knowledge of the event causing the delay. The period of Excusable Delay shall commence, and shall run from, the date of such notice.

24. Transfer of Remainder of Development Footprint.

If, following Developer’s default under the DDA or failure to timely meet milestones or other conditions required to earn the right to acquire and develop one or more

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Future Phases, City conveys all or any portion of the Future Phases (th e “Transferred Portion”) to any party other than Developer or its Affiliate(s), then City will require the developer of such Transferred Portion to reimburse Developer, out of project revenues from such Transferred Portion, for such Transferred Portion’s p ro rata share of reasonable Project Costs incurred by Developer for oversized utilities, school facilities, habitat or species mitigation work, hazardous materials remediation or containment work or facilities, environmental insurance premiums, planning and environmental review, or other similar work or improvements serving and benefitting the Project as a whole, including such Transferred Portion, and that the new developer would have had to complete but for Developer’s completion thereof. The DDAs for su ch Transferred Portion will contain a mechanism for granting priority and security for such reimbursement.

Developer acknowledges that the City will not be obligated to fund such reimbursement from its general fund or other City revenues (other than fees or revenues from the development of such Transferred Portion).

25. Navy/City Conveyance Agreement.

Developer and City acknowledge the need to negotiate the terms for conveyance of property from the Navy. Any land acquisition payment required to be made to the Navy (which could include an up-front payment, a participation framework, or some other structure) would be considered a Project Cost for purposes of the Pro- forma. Developer shall actively participate as requested by the City in the City’s acquisition of the Development Footprint from the Navy. Developer shall be readily available to attend meetings, provide Project data, and provide Project financial analysis to the City to support the City’s acquisition negotiations and final agreement between the City and Navy which is consistent with this Term Sheet (the “
Navy/City Conveyance Agreement”). City shall use its good faith efforts to complete such negotiations for: a term sheet with the Navy within 12 month following City Council’s approval of this Term Sheet or as soon thereaf ter as reasonably practicable; and b) execute the Navy/City Conveyance Agreement within 24 months following City Council’s approval of this Term Sheet, or as soon thereafter as reasonably practicable.

26. Corporate Structure & Capitalization of Developer.

Developer, Concord First Partners, LLC, is a Delaware Limited Liability corporation (“CFP”). CFP’s members are Discovery Builders, Inc., a California Corporation (“DBI”), Lewis Concord Member, LLC, a Delaware limited liability company (“LCM”), and California Capital & Investment Group, a California corporation (“CCIG”) (collectively the “Members”). LMC is the managing member of CFP. The Members have capital interests in CFP and will contribute equity towards Project related costs/expenditures as follows:

DBI – 45%
LCM – 45%

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CCIG – 10%

27. Development Agreement .
a. Term. The overal l term of the DA will be commensurate with the timeline for development of the entire Project. The DA will include an initial term equal to anticipated Phase One build out timeline. Automatic extensions of the Term shall become effective upon City’s conveyance of Parcels of land to Developer for each of the subsequent Phases Two through Five, subject to Developer meeting specified milestones. The duration of each Phase specific automatic extension shall be equal to the anticipated buildout timeline for the applicable Phase. The DA will also include provisions authorizing extension of the term and deadlines for performance milestones upon occurrence of specified events of Excusable Delay referenced in Section 23.
b. Vested Rights.
i. Developer shall have the vested right to develop the portion of the Property in which Developer has a legal or equitable interest in accordance with and subject to the DA, the Specific Plan (and any related contemporaneous approvals) and any subsequently-required project approvals, which shall control the overall design, development, and construction of the Project and all improvements and appurtenances in connection therewith, including without limitation: (1) permitted uses; (2) density and intensity of uses; (3) maximum height and size of buildings; (4) building location; (5) the number of allowable parking spaces, (6) provision for construction of public improvements, and (7) all mitigation measures that may be required. ii. To the extent Developer is required to obtain any subsequent Project approvals from the City, the City shall not use its discretionary authority in considering any such application to change the policy decisions reflected in the DA and the Specific Plan, or otherwise to prevent or to delay development of the Project.
c. Public Improvements and Amenities. The DA would specify the public improvements, community benefits and amenities and required timing of delivery of same.
d. Fees. Except for impact fees (including habitat mitigation fees) imposed upon Project-specific permits by federal and state resource agencies or to address Project-specific mitigation measures imposed through the CEQA process, the Project shall be subject only to development impact fees that are imposed uniformly on a City-wide basi
s. However, the Project shall not be subject to any of the following fees or exactions, due to the substantial infrastructure, mitigation measures and improvements to be provided by the Project:
i. Any affordable housing fee, off-set or similar affordable housing requirement.

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ii. Any traffic or transportation impact fee other than a fee program pursuant to the Specific Plan or pursuant to the mitigation monitoring and reporting program adopted in connection with a CEQA document for the Specific Plan and the DA.

Any City development impact fee that addresses development impacts previously addressed and/or mitigated by Developer relative to the Project through mitigation measures imposed through the CEQA process described in Section 8.c
.; Project elements included in the development
program; or Project features, programs, or benefits required pursuant to the DDA, the DA, or the Specific Plan.
iii. Where Developer would be required to pay a development impact fee notwithstanding the provisions above, Developer shall receive credit against the fee in the amount of actual reasonable hard and soft costs, not including financing costs, associated with facilities built or provided as part of the Project.
f. Assignment. Assignment provisions and remedies consistent with those in the DDA.
g. Addition of Future EDC Transfer Parcels. The DA would address addition of future EDC transfer parcels as and when Navy transfers such parcels to the City. h. Termination. Termination of the DDA will result in automatic termination of the DA as to any property in the Development Footprint that has not previously been conveyed to Developer.

28. Exhibits.

Exhibit A: Land Use Plan with Phasing
Exhibit B: Pro-forma (Summary Sheet & Cashflow Analysis) Exhibit C: Backbone Infrastructure by Development Phase

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Exhibit A
Land Use Plan with Phasing

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OAK #4886-0854-7635 v18 Exhibit A-2

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Exhibit B

Exhibit B
Proforma (Summary Sheet & Cashflow Analysis)

Sources and Uses ($$ in Millions*)
Community Benefits ($$ in Millions*)
Sources
Net Land Revenues 5,579.4$ Community Center/Library 117.4$ Marketing Program Revenue 209.4$
CFD(s) 1,679.8$ Affordable Housing Contributions 85.4$ Subtotal - Sources 7,468.6$ Tournament Sports Park 176.2$ Uses Total Community Benefits: 379.0$
Entitlements 77.6$
Pre-Development 385.9$
Remediation/Oversight 20.8$
City Prior Debt Contribution 15.0$ Projected Project Cumulative UIRR by Phase Habitat Mitigation 103.2$ Phase I 15.2%
Backbone Infrastructure 1,154.6$ Phase II 20.2% Parks/Greenways/Mt. Diablo Creek Restoration 256.0$ Phase III 20.5% Community Center/Library 117.4$ Phase IV 20.8% Affordable Housing Contributions 85.4$ Phase V 20.9% Tournament Sports Park 176.2$
Fire Stations (2) 28.8$
Project Management/Overhead 72.3$
Property Maintanance/Insurance 164.7$ Profit Participation Structure City Marketing/Sales/Closing Costs 295.1$
Contingency (20%) 443.8$ Tranche 1 (18% - 20% UIRR) 40% Subtotal - Uses 3,396.8$ Tranche 2 (20% - 22% UIRR) 50% Net Cash Flow 4,071.8$ Tranche 3 (22% + ) 60% Developer UIRR (Unleveraged IRR) 20.9%
* Costs/Revenues represented are estimates only based upon 2022 dollars with annual escalation; Actual results will likley vary from estimates

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Exhibit C

Exhibit C
Backbone Infrastructure by Development Phase

PHASE 1
 Off-Site Infrastructure
o Downstream Upgrades to CCCSD’s infrastructure in North Concord (Alternative o #3 per 2022 CCCSD Study) – 2 Miles± of New or Replaced Pipelines o Potable Water Transmission Main to Bates Avenue / Port Chicago Highway – 1 o Mile± of New Pipeline
o 1 – 3.3 MGD± Potable Water Storage Reservoir and Supply Pipelines o Recycled Water Transmission Main to the CCCSD Recycled Water Treatment o Plant (Route B per 2011 CCCSD Study) – 3.3 Miles± of New Pipelines o 1 – 2.9 MGD± Recycled Water Storage Reservoir, Supply Pipelines and Booster o Pump Station
o Phase 1 Mt Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet± o Evora Road Connection and Diablo Creek Golf Course Repair o Evora Road Bridge at Mt. Diablo Creek
 On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Widening of Willow Pass Road to 4 Lanes from Highway 4 to Landana Drive o New Willow Pass Road Bridge at Mt. Diablo Creek
o Delta Road Bridge at Mt. Diablo Creek
o Backbone Roadways
o Phase 1 Mt. Diablo Creek Restoration
o Site Preparation for the PG&E Substation
PHASE 2
 Off-Site Infrastructure
o 1 – 3.3 MGD± Potable Water Storage Reservoir
o Phase 2 Mt Diablo Creek Regional Detention Basin, approximately 90 Acre-Feet± o Panoramic Drive / Port Chicago Highway Intersection Improvements o Arnold Industrial Way / Port Chicago Highway Intersection Improvements o East Olivera Road Widening
o East Olivera Street / Salvio Street Intersection Improvements  On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Sanitary Sewer Pump Station
o Stormwater Multi-Purpose Basins and Outfalls

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Exhibit C

o Backbone Roadways
o Phase 2 Mt. Diablo Creek Restoration
PHASE 3
 Off-Site Infrastructure
o Phase 3 Mt. Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet o East Olivera Road Widening
o Willow Pass Road Widening from Granada Drive to East Olivera Road o Willow Pass Road / Clayton Way Intersection Improvements o Bridge to City-Wide Park
 On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Backbone Roadways
o Phase 3 Mt. Diablo Creek Restoration
PHASE 4
 Off-Site Infrastructure
o Bridge to EBRPD Visitor Center
o West Street Extension to Concord Boulevard Connection o Phase 4 Mt. Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet±  On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Backbone Roadways
o Phase 4 Mt. Diablo Creek Restoration
PHASE 5
 Off-Site Infrastructure
o Major Arterial Extension to Bailey Road and Intersection Improvements o Major Arterial Bridge at Mt. Diablo Creek
o Phase 5 Mt. Diablo Creek Regional Detention Basin, approximately 50 Acre-Feet±  On-Site Backbone Infrastructure
o Site Preparation, Demolition and Grading
o Backbone Utilities (Sewer, Storm Drain, Potable Water, Recycled Water and Dry o Utilities)
o Stormwater Multi-Purpose Basins and Outfalls
o Backbone Roadways
o Phase 5 Mt. Diablo Creek Restoration

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M E M O
January 5, 2023
TO: Local Reuse Authority (LRA)/City Council
FROM: Guy Bjerke, Director – Economic Development & Base Reuse RE: Changes and Clarifications to the Concord First Partners (CFP) Term Sheet Since the release of the Staff Report and Term Sheet on November 30, 2022, the LRA staff and CFP have held two Community Presentations about the Term Sheet at the Senior Center on December 1 and December 15.

Staff and CFP have also briefed the following organizations, agencies and stakeholders on the Term Sheet: Contra Costa/Solano Food Bank, Coast Guard Property Owners, Bay Area Rapid Transit District, East Bay Regional Park District, East Bay Housing Organizations (EBHO), Contra Costa County, Concord Communities Alliance, Mount Diablo Unified School District, Save Mount Diablo, Greenbelt Alliance, Contra Costa Consolidated Fire District, Concord Chamber of Commerce, Central Contra Costa Sanitary District, Contra Costa Water District, Contra Costa Transportation Authority, GoMentum Station, Contra Costa Homeless Collaborative, Industrial Association, Supervisor Federal Glover, Visit Concord/Hotels, Supervisor-elect Ken Carlson, Senator Steven Glazer, and Contra Costa Transit Authority (County Connection). We have sought briefings with other groups without success but feel we have reached a good cross section of stakeholders.

The comments or questions received in the Community Presentations and organizational briefings really fall into three categories:

1. Issues that are too specific for the Term Sheet and will be addressed in the future Specific Plan or other entitlements.

For example, both the Fire District and School District expressed concerns with either the placement or timing (or both) of their planned facilities. These issues will require further analysis and consultation with both agencies which will be conducted as part of the drafting of the Specific Plan and analysis of project impacts in the Environmental Impact Report.

2. Issues that merit clarification but do not require a change in the Term Sheet. a. In Section 4 d. vii Related California (page 12), the last paragraph provides proposed percentages regarding the rights to develop affordable housing. Several reviewers interpreted the percentages as establishing a priority order. The intent is to provide the opportunity for all three types of affordable projects in each Phase of the project. The final implementation details of the Affordable Housing program will be included in the future Specific Plan.

Benched Memorandum Changes and
Clarifications to the CFP Term Sheet
Agenda Item No. 2.a
January 7, 2023

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Changes and Clarifications to the Concord First Partners (CFP) Term Sheet 2 b. Several commenters at the Community Presentations asked questions about water availability and recycled water. We are proposing a change to the Term Sheet (see below) regarding recycled water. The availability of water for the project has been confirmed twice by the Contra Costa Water District. However, with the proposed addition of residential units all parties, including CCWD, acknowledge the need for a revised Water Supply Assessment as part of the impact evaluations in the Specific Plan and Environmental Impact Report.

c. Various stakeholders and agencies asked questions about the proposed Community Benefit contributions towards the Community Center/Library and Tournament Sports Complex/City Park. The programming and guidance of both projects will be led by the LRA/City after additional community input. Those decisions will be included in the Specific Plan and evaluated in the Environmental Impact Report. It is the amount and timing of the proposed project contributions that are key/relevant for Term Sheet consideration purposes.

3. Issues that LRA staff and CFP agree should be changed in the Term Sheet. See the attached Term Sheet with revisions as listed below and minor typographic corrections.

a. The Contra Costa Homeless Collaborative pointed out that the Term Sheet did not correctly represent the Legally Binding Agreement (LBA) terms regarding Transitional Housing or Permanent Supportive Housing for people experiencing homelessness. The LBA requires the first 4 acre parcel be made available in the project’s Phase 1 – whereas the Term Sheet provided the parcel in Phase 2. The attached Term Sheet fixes that error in Section 4 a.

Development Phases & Project Summary and in Exhibit A.

b. Several commenters noted that recycled water was not included as a component in Section 7 a. Backbone Infrastructure and Off-Site Roadway Improvements. Although recycled water is listed as a Backbone Infrastructure item in every Phase listed in Exhibit C, LRA staff and CFP have made changes to the attached Term Sheet in Section 7 to recognize the importance recycled water to the project.

c. A commenter at the second Community Presentation raised a question about Section 21 a.

Transfer to Affiliate of Developer and the possibility that CFP could change the make-up of their partnership without City approval. Section 21 a. is worded to allow CFP to establish different entities under CFP’s control to implement parts of the project. However, LRA staff and CFP have made a change to the Term Sheet in Section 21 b. Change in Control:

Stock/Share Transactions to clarify that the City retains the right to approve any changes in the control of the CFP partnership.

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