Concord City Council
August 26, 2023

12 OAK #4886-0854-7635 v19
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. Under the CRP Area Plan, 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. As planned, land for 693 affordable units will be included in Phase One. All Af fordable 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 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, Developer 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- Commented [CCN14]: We would request the option to
provide security for this obligation until City is ready to construct.

Commented [CCN15]: We would request that the City
obtain HCD concurrence regarding preemption of/exemption from the Surplus Land Act early in the process, prior to substantial Developer expenditures.

Deleted: Land
Commented [CCN16]: Global Comment: We anticipate
that all costs/valuations will need to be reviewed and
potentially updated.

Commented [CCN17]: We would request the option to
provide security for this obligation until City, Developer or third-party developer is ready to construct.

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023

13 OAK #4886-0854-7635 v19
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.
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 affordable units 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 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. . Developer intends to act as the Project’s affordable housing administrator in an effort to successfully implement the Project’s affordable housing components (excluding accessory dwelling units, Self- Help [i.e. Habitat for Humanity] Housing, and Permanent Multifamily Supportive Housing governed by the HUD Legally Binding Agreement).

Developer would, among other things:

A. Recommend the siting 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. At 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, Developer would have the right/option to build/develop 35% of the stand-alone affordable projects on housing pads itself and an Deleted: Junior Accessory Dwelling Units
(“JADUs”). 879… JADUs connected with for-sale
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.

Deleted: JADUs connected with for-sale market
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.

Deleted: ¶
Deleted: 3,020
Deleted: (not including 879 JADUs)
Deleted: Related California
Commented [CCN20]: We would request this be revised to
acknowledge that Developer will replace Related California.

Deleted: retain Related California (“Related”) to
Deleted: requirements
Deleted: JADUs
Deleted: Related
Deleted: Related
Term Sheet
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14 OAK #4886-0854-7635 v19
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-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 Diablo Creek Restoration Area. Developer shall 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, including a financing plan for the completion of restoration, shall be more fully described in the Specific Plan and/or the applicable CEQA document.

5. Summary of Project Milestones and Phasing Requirements.

Commented [CCN22]: We would request the ability to
explore phasing on these improvements to be completed as needed.

See prior Global Comment, requesting that these
improvements be subject to applicable Subdivision Map Act provisions regarding conditions requiring acquisition of right of way.

Commented [CCN23]: We anticipate that this acreage
would be subject to refinement based on updated phasing plan.

This is another example of acreage that could be considered for a PBC conveyance. Has the City explored this with the Navy?
Deleted: , at its expense,
Deleted:

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15 OAK #4886-0854-7635 v19
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, Specific Plan, and other entitlement approvals and CEQA documents.
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, accessory dwelling units , 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 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 sub-phases within Phases One through Three are described in the table below (“Schedule of Performance Table”). Schedule of Performance milestones (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.

Deleted: and the
Deleted: JADUs
Commented [CCN24]: See Global Comment in Section
4(d)(v) above.

Commented [CCN25]: Note, five phases are identified in
the table.

Term Sheet
Redline

16 OAK #4886-0854-7635 v19

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
Commented [CCN26]: Global Comment:

We would request the ability to discuss flexibility to
commence and construct horizontal improvements prior to takedowns in phases pursuant to an ROE or lease
arrangement, which would require modifications to this
table. In general, the Milestone table seems reasonable, subject to further analysis once the parties have updated a phasing plan while negotiating the final Term Sheet.

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023

17 OAK #4886-0854-7635 v19
Site
Development
Permit
Approval for
applicable
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

Term Sheet
Redline

18 OAK #4886-0854-7635 v19

Milestone Development
Phase One
Development Phase
Two
Development Phase
Three
Development Phase
Four
Development Phase
Five
Sub-Phase Parcel
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
Commencement 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

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023

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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
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)
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)

Term Sheet
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20 OAK #4886-0854-7635 v19

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. Developer shall have the right to enter into certain Interim Leases or rights of entry (ROEs) for the purpose of carrying out various authorized uses and construction activities to be prescribed in the Interim Lease and subject to applicable entitlement and environmental review approval procedures. Such Interim Leases or ROEs will be terminated as those portions of the Development Footprint that are subject to such Interim Leases or ROEs 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 disclosed to Developer and which is caused by its gross negligence or willful misconduct , Developer shall have no liability related to hazardous materials on or within any areas subject to 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 Commented [CCN27]: We would request that this section
be revised to include greater clarity regarding the areas to be included in the initial and subsequent leases, lease terms and use restrictions, and options to take down horizontal phases.

Is the intent to limit the interim lease to FOSTed parcels conveyed in fee, or to have sublease to Developer for
property conveyed by a LIFOC under 15c?
Commented [CCN28]: We anticipate that this number
might need to be refined after further review of costs and revenues. Parties to discuss Developer receiving a minimum rate of return prior to revenue sharing.

Deleted: The
Deleted: in part
Commented [CCN29]: Would like to discuss nature of hold harmless and PLL payments given nature of lease and
property management.

Deleted: where the presence of such hazardous
materials predates Developer’s execution of the
Interim Lease…
Commented [CCN30]: We would request clarification that
if Developer has not caused or exacerbated the release, it would not be liable for it, even if it post-dates execution of lease.

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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 for potable water, sewerage and recycled water, roadways, pedestrian and bike ways, parks, storm water detention facilities, pump/lift stations, electricity substations and similar 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. Some off-site improvement completions may require additional time due to ROW acquisitions and extensive improvements that may be completed during the development of the entire Phase and not specifically for the first sub-phase. i. Complete recycled water infrastructure shall be fully provided to all facilities and improvements, and all uses of recycled water as allowed under State and local regulations at the beginning of each Phase shall be incorporated into the Project.
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; provided that Developer may assign to an affiliate or capital partner with the City’s approval, which approval shall not be unreasonably withheld . Subject to approval by City, which approval will not be unreasonably withheld, Developer may assign to a vertical developer the obligation to construct in-tract subdivision public improvements (e.g. local streets, utility lateral lines, curb/gutter/sidewalk, street trees and landscaped 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. Similar to BART, any other upsizing to serve other uses within or outside the EDC that are not a part of Developer’s Project will utilize a benefit district or other method to reimburse Developer for the proportional costs of the upsizing.

Commented [CCN31]: Infrastructure within the phase will be completed, but we would need to better understand the off-site obligations or conditions (outside control of
Developer) related to provision of service to facilities and improvements.

Term Sheet
Redline

22 OAK #4886-0854-7635 v19
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. Upon approval by Caltrans and the City, 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.

8. Project Entitlements.

The key Project entitlements and approvals, including the EIR, General Plan/CRP Area Plan amendments, the Specific Plan, DDA and DA, would be considered by the City Council for approval (or in the case of actions requiring approval by ordinance, first reading) at the same meeting and the various ordinances and resolutions memorializing such approvals (other than the EIR) would include provisions conditioning the effectiveness of each such approval on the effectiveness of all other concurrent approvals (for example, the effectiveness of City’s approval of a proposed Specific Plan would be conditioned on City’s concurrent approval of the proposed DDA and DA and vice versa such that certification/approval of the EIR and Specific Plan could not become effective unless and until the DDA and DA approvals also became effective). 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 in consultation with Developer, 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.

Commented [CCN32]: We would like to explore a phasing
plan that the City is agreeable with.

We also would request that these improvements be subject to applicable Subdivision Map Act provisions regarding
conditions requiring acquisition of right of way.

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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.
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 implemen tation 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 Council’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 Term Sheet
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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, 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 in accordance with SB 743 to determine the nature and timing of any applicable local or regional transportation 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 transportation 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 dwelling 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.

In addition to payment of the Site-Wide Costs, Developer shall enter into a reimbursement agreement with City to provide for the payment and reimbursement of City DDA Costs (as defined in paragraph 6 of the Exclusive Agreement to Negotiate between City and Development dated October 26, 2021, as amended (“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 Commented [CCN33]: Need to ensure consistency between
this language and Section 8 of the ENA.

Deleted: traffic
Deleted: traffic
Commented [CCN34]: We would request additional
information pertaining to reimbursement for costs incurred prior to Developer involvement, City preparation of a cost budget, as well as timing of payment and the
basis/requirement for a 6.5% mark-up.

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clarify that ongoing reimbursement obligations will be covered by the reimbursement agreement. City Costs will 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 will be obligated to deposit additional funds to fully 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.

Commented [CCN35]: Please clarify how this relates
to/differs from the 2.5 FTE identified in subdivision (a) above.

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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 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, subject to the terms of the Reimbursement Agreement. 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 , and shall have certified or approved the CEQA document associated therewith.

Commented [CCN36]: We would request that the budget be
all inclusive.

Commented [CCN37]: We would request clarification that
Developer would not be required to accept conveyance of parcels to be dedicated to the City, Utility Districts, Schools, Flood District (Creek Area), or not intended for private development.

Commented [CCN38]: We would request that Developer
have the right to approve use restrictions and determine whether any such restrictions would limit development as envisioned in the CRP and/or impact conveyances or timing.

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c. Completion of Prior Sub-phase Backbone Infrastructure. For each conveyance following conveyance of the first sub-phase Parcel, Developer shall have substantially completed construction of the Backbone Infrastructure, including parks (but not including In-Tract Improvements) in prior sub-phase(s) for which building permit(s) have been issued for vertical construction.

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 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 pursuant to Section 18 herein. g. Evidence of Financing. If Developer intends to use a construction loan, Developer shall have delivered 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 , prior to the commencement of such Backbone Infrastructure (by parcel) to comply with applicable parcel and subdivision map approvals consistent with the DA and Specific Plan.
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 Commented [CCN39]: Global Comment: We anticipate
that the Parties will need to revisit timing of horizontal improvements and Developer (or vertical developer) taking title based on timing of Navy conveyances and market
conditions.

Specific Comment to I:

This suggests Backbone Infrastructure after Phase One
occurs after Conveyance, not before, which is inconsistent with above and subsections I, (h), and (i) below.

Deleted: must
Deleted: the
Commented [CCN40]: See comment above.

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Parcel within the applicable time pursuant to the Schedule of Performance. Such evidence may include a construction contract with one or more contractors 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.
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.

Deleted: a
Deleted: general
Commented [CCN41]: Brookfield would act as GC.

Commented [CCN42]: We would request clarification of
the circumstances under which the reversionary right would apply.

Commented [CCN43]: We would request clarification that
there are no cross defaults.

Commented [CCN44]: We do not think this is the best way to resolve the land valuation for affiliate transfers. We would propose a formula for determining the appropriate land
value.

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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.
h. Receipt of Improvement Security. The vertical developer shall have delivered subdivision improvement 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, all in accordance with a subdivision improvement agreement to be entered into between Developer and City in accordance with the Subdivision Map Act. 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, provide the community and public benefits (including by way of example only affordable housing, parks, and local hiring) 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); and Commented [CCN45]: We would request an exception as
necessary or prudent to achieve efficiencies in the
coordinated development of the Project. We anticipate that timing would be refined in the DA/SP.

Deleted: surety
Commented [CCN46]: We would request clarification
regarding the definition of Project Costs, to include all costs in connection with the Project, including without limitation those incurred to acquire, own, entitle, develop, construct, operate and maintain, manage, market, finance, and dispose of the Project.

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iii. Third, Developer and City shall participate 50/50 on proceeds received above a 20% UIRR (Tranche 3);
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 3, as applicable. 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 committee, 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 or other similar vehicles and other financing mechanisms to fund the costs of preparing Project planning documents such as the Specific Plan and CEQA documentation as well as hard and soft costs of constructing affordable housing , Backbone Infrastructure, public facilities, and open space, parks, and trail amenities. 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 financed 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 of 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 Deleted: <#>Fourth, Developer and City shall
participate 40(Developer)/60(City) on proceeds
received above a 22% UIRR (Tranche 4).¶
Deleted: <#>4
Deleted: pay a portion of
Deleted: Environmental Impact Report
Deleted: and
Commented [CCN47]: We would like to generally discuss
the CFD/EIFD and infrastructure financing more
specifically, as there is likely to be a gap between what can be financed through the CFD/EIFD and the infrastructure costs when comparing to the CFP proforma exhibit.

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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.
e. The Parties also agree to mutually cooperate in supporting legislation, such as expedited resolution of CEQA and related lawsuits and claims, in furtherance of the economic feasibility and success of the project such as has been adopted for other significant projects such as environmental leadership projects.

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 bonds) 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, the net revenue from such awards shall be included in the calculation of Developer’s UIRR. Developer’s commitments to deliver Project community benefits, including the Library/Community Center, Tournament Sports Park, Citywide Park and affordable housing as set forth in this Term Sheet shal l not be subject to reduction based on receipt of monies from Federal, State or regional funding sources.
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 Closure (“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 Deleted: shall be adjusted to account for such
funding awards…
Deleted: minimum financial
Deleted:

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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.

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”) section 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 after completion of Navy’s remediation program, transfer of any Parcel to the City, and/or transfer of any Parcel from City to Developer, 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 CERCLA section 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”), in accordance with CERCLA covenants and BRAC indemnity, which shall run with the land; (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, neither the City nor Developer will take any action that adversely affects the rights of either Party under CERCLA section 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.

Deleted: during development and following
Deleted: the
Deleted: and said
Deleted: shall have been passed through by the City
to Developer…
Deleted: not
Deleted: the City
Commented [CCN48]: We would request that this duty be
reciprocal.

Commented [CCN49]: We would request the opportunity to
conduct environmental due diligence in advance of such
transfer.

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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 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 any mitigation credit or other form of mitigation 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:

Commented [CCN50]: We would request clarification of
how the requirements on transfer to Developer and the
interim lease would apply if there were a LIFOC.

Commented [CCN51]: As with earlier comments, we
would request to have a right to participate in these
negotiations with the Resource Agencies.

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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, commercially reasonable efforts will be made to mitigate within the Mt. Diablo or Kirker Creek watersheds to the extent reasonably feasible and cost-effective, subject to the approval of the resource agencies.
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 and Developer 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 construction, alteration, demolition, installation or repair work paid for in whole or in part out of public funds, 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, as applicable, 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 Public Work performed in and for Deleted: best
Commented [CCN52]: We would like to understand why
the City anticipates the permitting documents would not clearly distinguish impacts and mitigation.

Deleted: publicly-funded
Deleted: work

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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.

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 Pollution 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 actions 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 and 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 Commented [CCN53]: We would request that terms
provide that City will look to insurance first.

Deleted: or
Commented [CCN54]: We would request clarification that
Developer would only be held liable for exacerbating an existing condition if caused by (i) negligence if a known condition and (ii) gross negligence if an unknown condition.

Developer should not be required to indemnify the City if Developer did not cause or exacerbate the release.

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36 OAK #4886-0854-7635 v19

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 occur in or around the Development Footprint, including any portions of the PBC property, or off-site improvement areas, to the extent caused by 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 Developer breach of a future 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) corresponding 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 , including by way of example in an assignment and assumption agreement (see Section 21, infra).

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 commercially 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 Deleted: the act, omission,
Commented [CCN55]: We would request clarification on
what the City is asking Developer to indemnify for here. We would not anticipate indemnifying for acts of assignees.

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documents, the settlement shall not become effective unless such amendment or modification is approved by City, and City reserves its full 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 ___________, or another entity controlled by the ____ members of ________, 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 Section 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 11.c.

Commented [CCN56]: We would request that this
provision be revised to provide for release upon transfer and cross-default protection.

Deleted: Concord First Partners, LLC
Deleted: three
Deleted: Concord First Partners, LLC
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38 OAK #4886-0854-7635 v19
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 Developer 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 certain permitted transfers for financing the Project or certain permitted indirect transfers, as shall be included in the DDA.
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.

22. Remedies.
a. Limitations on Award of Damages. Appropriate and customary remedies in the case of default by a Party (and in no event to include actual, consequential,

Commented [CCN57]: We would request revision such that
Developer can effectuate certain transfers that would permit financing of the Project and certain permitted indirect transfers, neither of which would be subject to the approval of the City, with details to be negotiated in the DDA.

Deleted: Developer’s structure and member list are
set forth in Section 26, below. No member may exit
the Developer structure, Developer’s managing
member may not be changed, and no member may
have or acquire more than a 49% member or other
equity interest in Developer (either directly or
through one or more Affiliates) without the City’s prior written consent, which the City may grant, condition,
or withhold in City’s sole, absolute discretion.

Commented [CCN58]: We would like to understand the
intent here. Would this be a different schedule of
performance than included in the DDA, which the assignee would be partially assuming?

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special, or punitive damages) will be addressed by the Parties in the DDA and DA.

The 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 make any community benefit contributions to the City, as shall be 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 (“RWQCB”) under section 401 of the Clean Water Act and/or approval by the RWQCB of waste discharge requirement permit(s) and stormwater management plans ; (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, Commented [CCN59]: We would request clarification of
this provision. Is the intent that Developer would be required to pay even if not developing, or that if Developer has developed to the point that payment is due then Developer would have to pay even if there is a force majeure event.

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40 OAK #4886-0854-7635 v19
the Specific Plan, the DDA, and the DA), subject to a requirement that Developer shall have made all commercially reasonable efforts to timely 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. Navy Remediation and/or Conveyance Delays. Meaning delays by the Navy in completing sufficient remediation of the Project site (including individual phases of remediation), or in timely completing land conveyance(s) to the City. f. Force Majeure. Meaning the range of natural and man-made acts outside of the reasonable control of the Party claiming delay, including wars, strikes, natural 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.

Commented [CCN60]: We are agreeable to this concept.

We are reviewing these parameters to determine whether
appropriate.

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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 Future Phases, City conveys all or any portion of the Future Phases (the “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 pro 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 such 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), and approved by Developer and City, would be considered a Project Cost for purposes of the Pro-forma. Developer shall actively participate 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 thereafter 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.

27. Development Agreement.
a. Term. The overall term of the DA will be commensurate with the timeline for development of the entire Project, inclusive of potential or likely Excusable Delays.

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 Commented [CCN61]: Global Comment:

We would request to be included in negotiations with Navy concerning the EDC conveyance. TWe also would request
clarification of the terms regarding resolution of EDC
conveyance/FOST process.

Deleted: as requested by the City
Commented [CCN62]: Brookfield to provide
Deleted: 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”). LMCM 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% 
CCIG – 10%¶
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42 OAK #4886-0854-7635 v19
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 basis. 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.
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.

Commented [CCN63]: We would request that specifics of
infrastructure financing and fees be discussed in the context of the Specific Plan and the DDA.

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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 Commented [CCN64]: At the time that the DA is entered
into, what will be the status of the City’s acquisition of these future EDC parcels from the Navy?
Commented [CCN65]: Brookfield to provide. These have
been removed from this draft.

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Exhibit A
Exhibit A
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Exhibit A
Land Use Plan with Phasing

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Exhibit A
Exhibit B
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Exhibit B
Proforma (Summary Sheet & Cashflow Analysis)
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Exhibit A
Exhibit C
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Exhibit C
Backbone Infrastructure by Development Phase

Project Labor
Agreement

COMMUNITY WORKFORCE AGREEMENT

FOR THE

CONCORD NAVAL WEAPONS STATION REUSE

PROJECT
4875-029j

CITY OF CONCORD

CONTRA COSTA COUNTY,

CALIFORNIA

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

1. INITIAL PROVISIONS

1.1. This Community Workforce Agreement (Agreement") is entered into by BROOKFIELD CALWEST BUILDERS LLC, a Delaware limited liability company ("Primary Employer" or "Brookfield"), and the CONTRA COSTA COUNTY BUILDING & CONSTRUCTION TRADES COUNCIL ("Council") and its affiliated local Unions that have executed this Agreement (the Council and local Unions are referred to collectively as "Union" or "Unions").

1.2. The Concord Naval Weapons Station Reuse Project consists of all horizontal/civil and infrastructure improvements and all vertical construction, including residential, hotel, commercial, office, retail, research and development/flex, light industrial or other industrial uses, and all other non­ residential uses and all civic and public uses, and, for purposes of this Ag-reement, subject to the Covered and Excluded Work provisions of this Agreement, that are associated with the development and reuse of the former Concord Naval Weapons Station property to be set forth in the Disposition and Development Agreement ("DDA") and any associated Development Agreement ("DA") to be entered into between Primary Employer or any Affiliate or assignee of Primary Employer and the City of Concord (the "Pmject"). The entity that executes the DDA on behalf of Brookfield or its Affiliate or assignee is referred to herein as the "Owner". The Project will be constructed on the inland portion of the former Concord Naval Weapons Station, which is comprised of approximately 2,248 acres of land that is anticipated to be transferred pursuant to an economic development conveyance by the Department of the Navy to the City of Concord, Contra Costa County, California (the "Project Real Pmperty"). A portion of the Project Real Property will be set aside as open space and shall be excluded from the terms of this Agreement, except to the extent Primary Employer performs work on the open space in conjunction with the Project. For purposes of this Agreement, "Affiliate" shall mean a person, firm, corporation, joint venture or other entity that controls, is controlled by, or is under common control with Primary Employer or under common control with any partner or member of Primary Employer, as applicable. A site map of the Project is attached hereto as Attachment C.

1.3. Primary Employer possesses a valid California general contractor's license and is an employer primarily engaged in the building and construction industry. Primary Employer has the requisite authority to enter into this Agreement with respect to the Project.

1.4. As provided below, and subject to Local Business Enterprise, Concord First or other local hire requirements and commitments as set forth in the DDA and any associated DA and as referenced in Arti
cle 7 herein, all project managers,
2 4876-029j

construction managers, contractors, subcontractors or other persons or entities assigning, awarding or subcontracting Covered Work (as defined in Article 3), or authorizing another party to assign, award or subcontract Covered ·work, or performing Covered Work, will be subject to this Agreement by executing Attachment A, the Agreement to be Bound (all of whom are individually and collectively referred to as "Employer" or "Employers'l

1.5. This Agreement shall be binding only on the signatory Employers, and it shall not apply to their parents, affiliates or subsidiaries, unless such parent, affiliate or subsidiary meets the definition of Employer set forth in Section 1.4. It is understood that to the fullest extent consistent with law and the applicable Master Agreement, defined below, and applicable trust agreement, the liability of any Employer and the liability of the separate Unions under this Agreement shall be several and not joint. Any alleged breach of this Agreement by a party shall not affect the rights, liabilities, obligations, and duties among the other parties or between that party and any other party. Unions agree that this Agreement does not have the effect of creating any joint employer or guarantor status between or among the Employel'S, and/or any other contractors or subcontractors, except as otherwise provided by law.

1.6. The Unions are labor organizations whose members are construction industry employees who generally work in close proximity to one another at construction job sites and whose jobs are closely related and coordinated. Each of the Unions is a party to one or more multi-employer collective bargaining· agreement ("Master Agreement") that covers the geographic area of the Project.

Where the term Master Agreement is used, it means the Master Agreement currently in effect at the time of construction as to each of the Unions.

1. 7. It is understood and agreed by and between the parties to this Agreement that the final plans for the Project may be subject to design changes and modifications, or may be revised as a result of the approval by those public agencies possessing lawful approval authority over the Project, and that this Agreement applies to the Project as it is finally approved by such entities and agencies.

2. PURPOSES

2.1. A large labor pool represented by the Unions will be required to execute the work involved in the Project. This Agl'eement is intended by the parties to ensure that a sufficient supply of skilled craft workers are available at the Project and that all construction ,-vork and related work performed by the members of the Unions on this
Project shall pl'oceed continuously, without interruption, in a safe 3 4875-029j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

3.3.8. Any work by an individual artist related to the creation and installation of unique, one-of-a-kind decorative elements to be incorporated into the building or site, the design, illustration, and detailing of which can only be fully completed in the field and can only be performed by the individual artist, provided that any other work related to public art or decorative elements on the Project that falls within the scope of a Master Agreement shall be Covered Worlc

3.3.9. All work by employees of an Original Equipment
Manufacturer (OEl\1) or vendor on the OEM's or vendor's equipment necessary to maintain warranty or guarantee coverage of such equipment, provided that the warranty agreement is the OEM's or vendor's usual and customary warranty agreement for such equipment and is consistent with industry practice.

3.3.10. All post-beneficial occupancy repair and maintenance work, other than warranty, repair, alteration, punch list, and similar work that is the responsibility of the Primmy Employer or other Employer under the ol'iginal construction contl'act or any change order for Covered Work.

3.4. The Pl'imary Employer and the Unions agree that the Primary Employer or the Owner, at its sole option and without recourse by the Unions, may terminate, delay and/or suspend any or all portions of the Project at any time for any reason.

3.5. This Agreement shall apply only to the Project and shall not apply to any other project.

4. SUBCONTRACTING
,1.1. Primary Employer and each other Employer, agree that they will contract for the assignment, awarding or subcontracting of Covered Work, or authorize another party to assign, award or subcontract Covered Work, only to a qualified person, firm, corporation, or other entity that, at the time the contract is executed, has become a party to this Agreement by executing Attachment A, the Employer Agreement to be Bound. For clarity, this p1'ovision does not require the Primary Employer (or any construction manager or project manager) to be bound to any Master Agreement of any of the Unions, however, should the Primary Employer (or any construction manager 01· project manage1') perfonn Covered WDl'k, they would be subject to the requirements of Section 4.2 below and would be required to become signatory to the applicable Master Agreement.

4.2. Primary Employer and each other Employer, agree that they will contract for the performance of Covered Vv ork only with a person, firm, corporation, 7 4876-029j

and efficient manner, economically, with due consicleration for the protection of labor standards, wages and working conditions.

2.2. A central purpose of the parties in executing this AgTeement is to guarantee labor peace on the Project by minimizing the jobsite friction that could arise at a common-situs jobsite when union employees are required to work alongside non-union employees in their own craft or in those other crafts with which they generally work in close proximity performing work that is closely related and coordinated, and by ensuring there will be no disruption of the work should any non-union workers be present to perform work outside the scope of the Agreement.

This Agreement accomplishes these objectives by requiring that all Covered Work be performed by workers who are Union members. For any work that falls outside the scope of this Agreement or that is excluded from Covered Work, the Primary Employer further protects itself from the potential effects of jobsite friction by prohibiting all lockouts, strikes, picketing or similar activity for any reason whatsoever.

2.3. In the interest of the future of the construction industry in the local area, of which the Unions are a vital part, and to maintain the most efficient and competitive posture possible, the Unions agree to work and cooperate with the management of the Project to produce the most efficient utilization of labor and equipment in accordance with this Ag1·eement.

3. SCOPE OF AGREEMENT

3.1. This Agreement covers, subject to the exclusions set forth in this Article 3, all on-site demolition, construction, alteration, installation, improvement, painting· or repair of buildings, structures and other works and related activities for the Project that is within the craft jurisdiction of one of the Unions and that is part of the Project, including, without limitation, tenant jmprovements, start-up and commissioning, site preparation, soils and materials inspection and testing·, hazardous material remediation, surveying, geotechnical and exploratory drilling, temporary HVAC, 3D BIM modeling and mechanical computer aided drafted and/or hand detailing, of shop and field drawings used for fabrication and/or erection, landscaping and temporary fencing, pipelines (including those in linear corridors built to serve the Project), pumps, and pump stations, moclular furniture installation, all on-site fabrication work, and all construction or improvements authoxizecl by the public agency approvals for the Project. On-site work includes work done for the Project in temporary yards, dedicated sites, or areas adjacent to the Project, and at any on-site or off.site batch plant constructed solely to s upply materials to the Project. Unless otherwise provided or excluded below, this Agreement also covers all off-site work, including fabrication, traditionally 4 4875-029j

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performed by any of the Unions, that is part of the Project, provided such work is covered by a Master Agreement or local addenda to a National Agreement of the applicable Union. All of the work described in this Section 3.1 and Section 3.2 is within the scope of this Agreement and is referred to hereafter as "Covered Work."

3.2. Except for the furnishing of supplies, equipment or materials that are stockpiled for later use, this Agreement covers all construction trucking work, including the delivery of ready-mix, asphalt, aggregate, sand, soil or other fill or similar material that are directly incorporated into the construction process, and the off-hauling or removal of soil, sand, gravel, rocks, concrete, asphalt, excavation materials and other construction debris.

3.3. The following work is excluded from the definition of Covered Work ("Excluded Work") under this Agreement:

3.3.1. Work performed by Primary Employer or other Employer's supervisors not covered by a Master Agreement, technical or non-manual employees including, but not limited to, executives, office and clerical employees, staff engineers not performing Covered \-York, time keepers, drafters (except for drafters involved in the work specified in Section 3.1), mail carriers, clerks, office workers, messengers, security guards, safety personnel, emergency medical and first aid technicians, quality control and quality assurance personnel (except for such personnel covered by a Master Agreement), professional consultants and their employees or consultants not performing manual work, and other administrative, management or supervisory functions above the level of general foreman (except those covered by an applicable Master Agreement).

3.3.2. All off-site manufacture and handling of niaterials, equipment or machinery (except at dedicated staging, lay-down or storage areas) that is not covered by the fabrication provision in the applicable Master Agreement or local addenda to a national agreement of one of the Unions. The parties agree that the on-site installation of such manufactured items shall be Covered \Nork, and that the manufacturer's personnel may oversee such on-site installation work.

3.3.3. All retail and service construction (but not other commercial or office) in connection with a stand-alone building of ten thousand (10,000) square feet or less, where all building construction is contracted for directly by a national, regional or local chain that has pm·chased or leased the real property that is the site of the construction, or where the building is constructed by that chain's in-house personnel. For purposes of this Section, "national, regional or local chain" means a r
etail or service use (such as gyms or restaurants), but not other commercial or 5 4875-029j

office uses, that share a brand, standardized business practices and operate at ten (10) or more locations.

3.3.4. All commercial (including but not limited to retail, office, restaurant or other commercial use such as a gym) tenant improvement work on an individual tenant space of five thousand (5,000) square feet or less contracted for by an individual tenant. All other tenant improvement work contracted for by a tenant in conjunction with the Project within twelve (12) months of the issuance of a temporary certificate of occupancy or certificate of completion or equivalent government approval for the building, and all tenant improvement work performed by the Primary Employer in conjunction with the original construction of the building or during the twelve month period shall be Covered 'Nork subject to this Agreement.

3.3.5. All work for the delivery, unloading, moving and installation of furniture, fixtures and equipment that do not have a permanent connection to a building or facility, but that are needed for post-construction occupancy and operations, such as chairs, desks, copiers, computers and similar items ("FF&E").

The on-site construction and installation of built-in or modular furniture systems shall be Covered Work.

3.4.6 Any non-Project work performed on 01· near or leading to or onto the site of work covered by this Agreement that is not under the control of the Primary Employer, and that is undertaken by state, county, city or other governmental bodies or their contractors. All electrical utility, voice-data-video, security installation work from the service entry connection at the main point of entry into the property and all utility infrastructure work performed inside the property lines shall be Covered Work.

3.3.G. All off-site maintenance of leased equipment and on"site supervision of such wmk, unless such work is covered by an applicable Master Agreement.
3,3.7. Any start-up, calibration, performance testing, repair, maintenance, operational 1·evisions to systems and/or subsystems performed after the issuance of a temporary certificate of occupancy or certificate of completion or equivalent government approval for a particular building, provided that all work described by this Section 3.3.7 that is the responsibility of an Employer under the original construction contract or any change order for its work on the building core and shell or tenant improvement work covered by this Ag-reement, including punch list work, shall be Covered Work.
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or other entity that is a party to this Agreement and signatory to the Master Agreement with the Union covering the geographic area of the Project and having traditional and customary jurisdiction over the work performed by that contractor or subcontractor. Any Employer (including the Primary Employer) performing Covered Work on the Project with its own employees shall, as a condition to working on the Project, at the time the work is performed, be signatory to and perform all work under the terms of this Agreement and the applicable Master Agreement.

Employers (other than Primary Employer) shall become a party to this Agreement by executing Attachment A, the Employer Agreement to be Bound. Every Employer shall notify the Council in writing within five (5) business days after it has subcontracted work, and shall at the same time provide to the Council with a copy of the executed Agreement to be Bound.

4.3. Nothing in this Agreement shall in any manner whatsoever limit the rights of the Primary Employer, or any other Employer, to subcontract work or to select its contractors or subcontractors or to follow its usual and customary bid processes, except that the bid solicitation must notify prospective bidders that this Building T1·ades Community Workforce Agreement applies to the work that is the subject of the bid (with a copy of the Agreement attached to the bid solicitation), and provided that all Employers, at all tiers, assigning, awarding, contracting or performing, or authorizing another to assign, award, contract or perform Covered Work, shall be required to comply with the provisions of this Agreement. Primary Employer and every other Employer shall notify each of its contractors and subcontractors of the provisions of this Agreement and require as a condition precedent to the assigning, awarding or subcontracting of any Covered Work or allowing any subcontracted Covered Work to be performed, that all such contractors and subcontractors at all tiers become sig'natory to this Agreement. Any Employer that fails to provide the Council with the Agreement to be Bound executed by its contractor or subcontractor shall be liable for any failure of that contractor or subcontractor, or any contractor or subcontractor at a lower tier, to comply with the provisions of this Agreement, including any contributions to any trust funds that the contractor or subcontractor, or any contractor or subcontractor at a lower tier, fails to make. Nothing in this Agreement is intended t o interfere with the normal enforcement or collection rights of any of the Union fringe benefit trust funds.

4.4. The subcontracting obligations set forth in this Article shall not apply to the subcontracting of Covered Work on a Residential Project that is within the traditional and customary craft jurisdiction of a Union that is not signatory to the Resiclential Project Subcontracting Side Letter executed vvith this Agreement. "Residential Project" shall have the meaning set forth in such Side Letter. 8 4875-0Wj

5. WAGES AND BENEFITS

5.1. All employees covered by this Agreement (including foremen and general foremen if they are covered by the Master Agreement) shall be classified and paid wages, othe1· compensation, and contributions made on their behalf to multi-employer trust funds, all in accordance with the then current multi-employer Master Agreement of the applicable Union.

6. UNION RECOGNITION

6.1. The Employers recog·nize the Unions sig11atory to this Agreement as the sole and exclusive collective bargaining agents for their respective construction craft employees performing Covered Work for the Project, and further recognize the traditional and customary craft jurisdiction of each Union.

6.2. All employees performing Covered Work shall be or shall become and then remain members in good standing of the appropriate Union as a condition of employment on or before the eighth (8th) day of employment, or the eighth (8th) day following the execution of this Agreement, whichever is later.

6.3. The Unions shall be the source of all craft employees for Covered \York for the Project. Employers agree to be bound by the hiring and layoff practices of the respective Union, including hiring of apprentices, and to utilize its registration facilities and referral systems.

6.4. If the referral facilities maintained by the Unions are unable to fill the requisition of the Employers for employees within a 48-hour period after such requisition is made (Saturdays, Sundays and holidays excluded), applicants for such requisition may be employed from any source, but shall arrange for a dispatch to be issued for those applicants from the Union within twenty-foul' (24) hours of the commencement of employment, and the dispatch shall upon request be issued by the Union to the employee. Employer will notify the Unions of such gate-hires.

6.5. Each Union shall have the right to designate a working journeyperson as a steward. The steward shall be a qualified employee performing the work of that craft and shall not exercise any supervisory functions. Each steward shall be concerned with the employees of the steward's Employer and not with the employees of any other Employer. A steward at the appropriate time of clay shall be allowed a reasonable amount of time to perform his duties. This provision shall not be abused.
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7. LOCAL HIRE. APPRENTICESHIP TRAINING AND WORKFORCE

DEVELOPMENT

7.1. The parties to this Agreement are committed to implementation of the "Hire Concord First" labor and workforce policies previously adopted, or as modified, by the Concord City Council in conjunction with the Project. The parties intend to utilize this Agreement to achieve the City's policy objectives regarding construction employment and training. Accordingly, the parties agree to negotiate and incorporate a Local Hire, Apprenticeship Training and V/orkforce Development addendum to this Agreement upon execution by Primary Employer or its Affiliate of a final Term Sheet for the Project and prior to the execution of the DDA

8. WORK STOPPAGES AND LOCKOUTS

8.1. No Strike: It is agreed between the parties that for the duration of the Project, and for the p1·otection of the Owner and Project, and to ensure labor peace which is a material purpose of this Agreement, there shall be no strikes, sympathy strikes, picketing, slowdowns, boycotts, hanclbilling, leafletting, refusal to work or other work stoppages at the Project.

8.2. It is further agreed between the parties that for the duration of the Project1 there shall be no lockout of employees by the Employers on the Project.

8.3. Notification: If the Primary Employer or other Employer contends that any Union has violated this Article, it will notify in writing the Senior Executive of the Council and the Senior Executive of the Union, setting forth the facts alleged to violate the Article, prior to instituting the expedited arbitration procedure set forth below. The Senior Executive of the Council will immediately use his/her best efforts to cause the cessation of any violation of this Article. The leadership of the Union will immediately order the membership to cease any violation of this Article. A Union complying with this provision will not be held responsible for unauthorized actions of the workers it represents.

8.4. In lieu of, or prior to, any other action at law or equity, any party shall institute the procedure set forth in Section 8.5 when a breach of this Article is alleged.

8.5. A party invoking this procedure shall notify, by email and telephone, the party alleged to be in violation, the Primary Employer, and the Council of the alleged breach. Upon receipt of said notice, the Primary Employer will notify, by telephone and by email, Robert Hirsch, the Permanent ArbitratOl', or, if he is unavailable, \Villiam Riker, the Alternate Arbitrator, to convene a hearing within 10 4875-029j

twenty-four (24) hours if it is contended that a violation still exists. If neither the Pennanent Arbitrator nor the Alternate Arbitrator is available, the parties shall select an arbitrator from the list in Article 10. Notice to the Arbitrator shall be by the most expeditious means available.

8.5.1. Upon receipt of said notice the Ai·bitrators named above shall set and hold a hearing within twenty-four (24) hours if it is contended that the violation still exists.

8.5.2. The Arbitrator shall notify the parties by electronic means with phone confirmation or any other effective written means, of the place and time he has chosen for this hearing. Said hearing shall be completed in one session. A failure of any party or parties to attend said hearing shall not delay the hearing of evidence or issuance of an Award by the Arbitrator.

8.5.3. The sole issue at the hearing shall be whether or not a violation of this Article has in fact occurred. The Award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without an opinion.

If any pm·ty desires an opinion, one shall be issuecl within fifteen (15) days, but its issuance shall not delay compliance with, or enforcement of, the Award. The Arbitrator may order cessation of the violation of this Article, and such Award shall be served on all parties by hand or registered mail or electronic means upon issuance.

8.5.4. Such Award may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents refened to hereinabove in the following manner. The fax or electronic notice of the filing of such enforcement proceedings shall be given to the othe1· party. In the proceeding to obtain a temporary order enforcing the Arbitmtor's Award as issued under Section 8.5.4 of this Article, all parties waive the right to a hearing and agree that such proceeding·s may be ex parte. Such agreement does not waive any party's right to participate in a hearing for a final order of enforcement. The Court's order or orders enforcing the Arbitrator's Award shall be served on all parties by hand or by delivery lo their last known address or by registered mail or my electronic nieans.

8.5.5. The fees and expenses of the arbitrator shall be divided equally between the party instituting the ar bitration proceedings, and the party alleged to have been in violation.

8.5.6. If the Arbitrator determines that a violation has occmrecl in accordance with Section 8.5.3 above, the party or parties found to be in violation 11 ,J875-029j

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shall pay as liquidated damages, the following amounts: for the first shift in which the violation occurred, $5,000; for the second shift, $10,000; for the third shift, $15,000 and for each shift thereafter until the breach is remedied. The payment shall be made to the aggrieved party as determined by the Arbitrator. The ATbitrator shall retain jurisdiction to determine compliance with this section and this A1-ticle.

8.6. The procedures contained in Section 8.5 shall be applicable to alleged violations of this Article. Disputes alleging violation of any other provision of this Agreement, including any underlying disputes alleged to be in justification, explanation or mitigation of any violation of this Article, shall be resolved under the grievance procedures of Article 10.

8.7. Notwithstanding the provisions of Section 8.1 above, it is agreed that, with forty-eight (48) hour prior notice to the Primary Employer, a Union retains the right to withhold the services of its members from a particular contractor or subcontractor who fails to make timely payments to the Union's benefit plans, or fails to timely pay its weekly payroll, in accordance with its agreements with the Union; provided, however, that in the event the Union or any of its members withholds their services from such contracto1· or subcontractor, Primary Employer shall have the right to replace such contractor or subcontractor with any other Union signatory contractor or Union signatory subcontractor who executes the Agreement to be Bound. No employee shall be required to work for any contractor who fails to timely pay its weekly payroll; however, employees of other contractors shall continue to work without interruption.

8.8. In the event that a Master Agreement expires and the parties to that agreement fail to reach agreement on a new contract by the elate of expiration, a Union shall continue to provide employees to the Employers working on the Project under all the terms of the expired agreement until a new agreement is negotiated, at which time all terms and conditions of that new agreement shall be applied to Covered Work at the Project, except to the extent they conflict with any provision of this Agreement. In addition, if the new labor agreement provides for retroactive wage or benefit increases, then any Employer shall pay to its employees vvho performed Covered Work at the Project during the hiatus between the effective elates of such labor agreements, an amount equal to any such wage and benefit increases established by the new l abor agreement for such work performed.

9. HOURS OF WORK OVERTIME. SHIFTS AND HOLIDAYS
9 .1. The standard work clay shall consist of eight (8) hours of work between 6:00 a.m, and 5:30 p.m. with one-half hour designated as an unpaid pe1·iocl for 12 ,1875-029j

lunch. The standard work week shall be five (5) consecutive clays of work commencing on Monday. Nothing herein shall be construed as guaranteeing any employee eight (8) hours of work per day 01· forty (40) hours of work per week.

9.2. It will not be a violation of this Agreement when the Employer considers it necessary to shut clown for reasons of employee health and/or safety. In such cases, employees will be compensated only for the actual time worked. In the case of a situation described above whereby the Employer requests employees to wait in a designated area available for work the employees will be compensated for the waiting time.

9.3. Recognized holidays shall be as set forth in the applicable Master Agreement. Under no circumstances shall any work be performed on Labor Day except in cases of emergency involving life or property. In the event a holiday falls on Saturday, the previous clay, Friday, shall be observed as such holiday. In the event a holiday falls on Sunday, the following clay, Monday, shall be observed as such holiday. There shall be no paid holidays. If employees are required to work on a holiday, they shall receive the appropriate rate; but in no case shall such overtime rnte be more than double the straight time rate.

10. GRIEVANCE PROCEDURE

10.1. It is mutually agreed that any question arising out of and during the term of this Agreement involving its interpretation and application (other than jurisdictional disputes) shall be considered a grievance. Questions between or among parties signatory to a Master Agreement arising out of or involving the interpretation of a Master Agreement shall be resolved under the grievance procedure provided in that Master Agreement.

10.2. The Primary Employer and other Employers, as well as the Unions, may bring forth grievances under this Axticle.

10.3. A grievance shall be considered null and void if not brought to the attention of the Employer(s) within ten (10) working days after the incident that initiated the alleged grievance occurred or \Vas discovered, whichever is later. The term "working days" as used in this Article shall exclude Saturdays, Sundays or holidays regardless of whether any work is actually performed on such clays.

10.4. Grievances shall be settled according to the following procedure except that grievances that do not involve an individual grievant shall be discussed by the Primary Employer and the Council an.cl then, if not resolved within five (5) working clays of written notice unless extended b y mutual consent, commence at Step 4:
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Step 1
The Steward and the grievant shall attempt to resolve the grievance with the craft supervisor within five (5) working clays after the Grievance has been brought to the
attention of the Employer.

Step 2
Step 3
Step 4
In the event the mattei· remains unresolved in Step 1
above after five (5) working days, within five (5) working clays thereafter, the alleged grievance may be referred in writing to the Business Manager(s) of the Union(s)
affected or his designated representative and the site
construction manager or Labor Relations representative
of the Employer(s) for discussion and resolution. A copy of the written grievance shall also be
mailed/faxed/emailed to the Primary Employer.

In the event the matter remains unresolved in Step 2
above within five (5) working days, within five (5) working clays thereafter, the grievance may be referred in writing to the Business Manager(s) of the affected Union(s)
involved or his designated representative and the
Manager of Labor Relations of the Employer(s) or the
Manager's designated representative, and the Primary
Employer for discussion and resolution.

If the g-rievance is not settled in Step 3 above within five (5) working clays of referral, within five (5) working days thereafter, either party may request the dispute be submitted to arbitration or the time may be extended by mutual consent of both parties. The request for arbitration and/or the request for an extension of time must be in writing with a copy to Primary Employer. An arbitrator selected from a permanent panel of Arbitrators consisting of Barry Winograd, John Kagel, Robert Hirsch, William Riker, Doug Collins and Ken Perea 1.vill hear grievances filed pursuant to this Article ("the Arbitrator"). The 14

Arbitrator will be selected by rotation from the permanent panel, rotating in the order set forth above. Primary Employer shall keep a record of the sequence and shall notify the parties to the grievance as to the next Arbitrator in the order of rotation. In the event the Axbitrator is not available in a reasonable time to hear the grievance and the parties have not mutually agreed to extend the time for arbitration, the next Arbitrator in order of rotation will be selected.

Should none of the Arbitrators on the permanent panel be available in a reasonable time to hear the grievance, the parties shall mutually agree to a substitute Arbitrator. Should the parties be unable to mutually agree on the selection of a substitute Arbitrator, selection for that given arbitration shall be made by seeking a list of seven (7) ATbitrators from the Federal Mediation and Conciliation Service ("FMCS") and alternately striking names from the list of names on the list until the parties agree on an arbitrator or until one name remains.

To assure that all rulings will be made in the context of the construction industl'y, it is agreed that all requests sent to the FMCS to provide lists of Arbitrators will include the 1·equirement for "labor arbitrators with construction experience." The first party to strike a name from the list shall alternate between the party bringing forth the grievance and the party defending the grievance. P1·imary Employer shall keep a record of the sequence and shall notify the pm-ties to the grievance as to which party has the right to strike a name first. A "reasonable time" is defined as fifteen (15) calendar days when the grievance concerns employment discharge, and thirty (30) calendar days for all other grievances.

10.5. The Arbitrator shall conduct a hearing at which the parties to the grievance shall be entitled to present testimonial and documentary evidence. The Arbitrator's decision shall be confined to the issue(s) posed by the grievance and the Arbitrator shall not have the authority to modify, amend, alter, add to or subtract from, any provision of this Agreement. A decision shall be given to the parties within five (5) calendar days after completion of the hearing unless such time is extended by mutual agreement. A written opinion may be requested by a party from the presiding Ai·bitrator. The Arbitrator's decision shall be final and binding as to all parties signatory to this Agreement.

10.6. The cost of the Arbitrator and the court reporter, and any cost to pay for facilities for the hearing, shall be borne equally by the parties to the grievance.

All other costs and expenses in connection with the grievance hearing shall be borne by the party who incurs them.
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10.7. Any party to a grievance may invite the Primary Employer to participate in resolution of a grievance. The Primary Employer may, at its own initiative, participate in Steps 1 through 3 of the grievance procedure.

10.8. In determining whether the time limits of Steps 2-4 of the grievance procedure have been met, a vvritten referral or request shall be considered timely if it is personally delivered, faxed or postmarked within the five (5) working day period. Any of the time periods set forth in this ATticle may he extended in writing by mutual consent of the parties to the grievance, and any written referral or request shall be considered timely if it is personally delivered, faxed or postmarked during the extended time period.

10.9. Should any of the arhitratOl's listed above or in Article 8 no longer work as a labor arbitrator, the Primary Employer and the Council shall mutually agree to a replacement.

11. JURISDICTIONAL DISPUTES

11.1. The assignment of Covered \i\Tork will be solely the responsibility of the Employer performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry (the "Plan'') or any successor Plan.

11.2. All jurisdictional disputes between or among the Building and Construction Trades Unions and their employees, parties to this Agreement, shall be settled and adjusted according to the present Plan established by the Building and Construction 'I'rades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department.

Decisions rendered shall be final, binding and conclusive on the Employers and Unions parties to this Agreement.

11.2.1. If a dispute arising under this Article involves the Northern California Carpenters Regional Council or any of its subordinate bodies, an Arbitrator shall be chosen by tho procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel, Joel Schaffer, Robert Hirsch, and Thomas Pagan, and the Arbitrator's hearing on the dispute shall be held at the offices of the Contra Costa Building and Construction Trades Council in Martinez within fourteen (14) clays of the selection of the fu•bitrator. All other procedures shall be as specified in the Plan.

11.3. All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow-down of any natlll'e, and the Employer's 16 4875-029j

assignment shall be adhered to until the dispute is resolved. Individuals violating this section shall be subject to immediate discharge.

11.4. Each Employer will conduct a pre-job confel'ence with the Unions prior to commencing work in accordance with Article 14 of this Agreement. The Primary Employer will be advised in advance of all such conferences and may participate if it so desires. Pre-job conferences for different Employel'S may be held together.

12. GENERAL WORKING CONDITIONS

12.1. Consistent with the applicable Master Ag-reement, the selection of craft foremen and/or general foremen shall be entirely the responsibility of the Employer, it being understood that in the selection of such foremen and/or general foremen the Employer will give primary consideration to the qualified individuals referred to the Employer who are available in the local area. After giving such consideration, the Employer may select such individuals from other areas. The number of foremen and general foremen required shall be in accordance with the respective local craft Master Agreements. All foremen shall take orders from the designated Employer representatives. Craft foremen shall be designated working foremen at the request of the Employer, in accordance with the Master Agreement.

12.2. There shall be no limit on production by employees or restrictions on the full use of tools or equipment. Employees using tools shall perform any of the work of the trade and shall work under the direction of the craft foremen. There shall be no restrictions on efficient use of manpower other than as may be 1·equired by safety regulations including lawful manning provisions.

12.3. Consistent with the applicable Master Agreement, Prima1·y Employer and other Employers, shall have the right to implement reasonable Project safety rules consistent with the provisions of this Agreement. These rules/regulations shall be supplied to the Unions, to all employees, and posted on the job site, and may be amended thereafter as necessary. A violation of the Project rules/regulations is just cause for disciplinary action up to and including termination, subject to the applicable grievance procedure of this Agreement.

12.4. This Project shall be a drug free workplace. Workers shall not possess, use, be under the influence of, provide, dispense, receive, sell, offer to sell alcohol and/or controlled substances as defined by law while on the Project site. All employees and applicants for employment shall adhere to the substance testing policy of the applicable Master Agreement. Violation of this provision shall subject the employee
to discipline up to and including termination.
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13. ivIANAGEMENT RIGHTS

13.1. Consistent with the applicable Master Agreement, the Employer(s) retain full and, exclusive authority for the management of their operations, including the right to direct their work force in their sole discretion and to plan, direct and control the operation of the work. Unless specifically authorized by this Agreement, no rules, customs or practices shall be permitted or observed that limit or restrict production, or limit or restrict the working efforts of employees or other construction persons, except that the lawful manning provisions in a Master Agreement shall be recognized and applied on the Project.

14. JOINT LABOR/MANAGEMENT MEETINGS

14.1. During the period of any Covered Work performed under this Agreement, a joint Labor/Management meeting will be held on a quarterly basis or as otherwise agreed between the Primary Employer, the other Employers, and the sig·natory Unions. The purpose of these meetings is to promote harmonious labor/management relations, ensure adequate communications and advance the proficiency and efficiency of the craft workers and contractors performing work at the Project. These periodic meetings will also include discussion of safety, craft resource requirements, scheduling and productivity of work performed at the Project.

14.2 A Pre-Job Conference will be held prior to the commencement of work to establish the scope of work in each Employer's contract. When a contract has been let to an Employer(s) covered by this Agreement, a Pre-Job Conference and/or Mark-Up lVIeeting shall be required upon request of any Union, Employer or the Primary Employer.

14.3. The Primary Employer will schedule and attend all Pre-Job Conferences and Mark-Up Meetings.

15. SUCCESSORSHIP AND SURVIVABILITY

15.1. The subcontracting· obligations described in Article 4 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer's involvement in the Project for any reason, including: (i) any full or partial termination or transfer of Primary Employer's right to control and coordinate construction work on the Project Real P1·operty; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and any Project o,vner for any Covered Work; (iii) the sale or other transfer of all or any portion of the Project Real Property or any interest in the Project Real Property by 18 4875-029j

any Project owner; or (iv) any other event that xesults in the replacement of Primary Employer with another contractor.

15.2. The parties agree that: (i) if Primary Employer's involvement in the Project is terminated as described in Section 15.1; and (ii) Covered Work is performed by a contractor or subcontractor that is not in compliance with the provisions of Article 4, then Primary Employer shall pay liquidated damages in accordance with Section 15.3 to compensate for the actual damag·es caused by reason thereof. The parties agree that such damages would be unreasonably difficult, costly, inconvenient or impracticable to calculate and, accordingly, they agree to liquidated damages, which bear a reasonable relationship to the actual harm suffered by the Union and its members, as provided in Section 15.3 ("Liquicla ted Dam ages").

15.3. In the event that Liquidated damages are owed pursuant to Section

15.2 above, Primary Employer shall pay an amount equal to the journeyman total compensation packag·e of the applicable Union for each hour that work was performed on the Project within the scope of this Agreement by employees of contractors or subcontractors who are not signed to this Agreement. The Liquidated Damages shall be paid as follows: Half to the qualified pension plan and half to the qualified health and welfare plan of the Union having jurisdiction over the work performed by the contractor not signatory to this Agreement. The parties agree that the Unions shall enforce, collect and receive Liquidated Damages pursuant to this Section 15.3 on behalf of its qualified pension plan and its qualified health and welfare plan. The qualified pension plans and the qualified health and welfare plans shall have no right to enforce independently the provisions of this Agreement, including, but not limited to, the Liquidated Damages provisions contained in Article 15.

15.4. Primary Employer shall be released from all obligations under this Agreement with respect to all or any portion of the Project, including liability for the payment of Liquidated Damages, and shall have no liability for any breach of this Agreement by a successor, upon Primary Employer's receipt of a fully executed release by the Unions substantially in the form of the release attached to either a "Full Assumption Agreement" (attached hereto as Attachment B(l)) or "Partial Assumption Agreement" (attached hereto as Attachment B(2)) ( each, a "Release").

Such Release shall not be withheld if Primary Employer provides the Unions with an executed Fu
ll 01· Partial Assumption Agreement, as appropriate, substantially in the form of the Assumption Agreements attached hereto from the successor (or the successor's contractor) that is legally qualified to enter into a construction industi·y prehire agreement, and where, (i) under all the circumstances, the Unions, in the 19 4875-029j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement
exercise of their reasonable judgment, determine that the successor has the financial means to complete the Project or portion of the Project and to comply with the successor's obligations and undertakings under this Agreement, including any obligation to pay Liquidated Damages; or (ii) in the case of the purchase of the Pl'Oject or a portion of the Project, where at the closing of the purchase, the successor-purchaser has not encumbered the Project with a deed of trust or lien securing payment of money and is legally capable of complying with the successor's obligations and undertakings under this Agreement; or (iii) such successor­ purchaser encumbers the Project with one or mo1·e deeds of trust or other liens in favor of a fecleml or state bank, life insurance company, federal or state savings and loan association, or other institutional lender regulated by federal or state authority securing loan(s) to provide funds for the purchase and/or construction, but only if the amount of the loan(s) so secured does not exceed a loan to value ratio of 70 percent; or iv) the Primary Employer provides the Unions with a letter from either a nationally recognized financial institution or certified public accounting firm stating the financial institution's or accounting firm's reasoned opinion that the successor is financially capable of completing the Project and of complying with the successor's oblig·ations and undertakings under this Agreement, including any obligation to pay Liquidated Damages; or v) the City of Concord has approved the successor's assumption of the Primary Employer's obligations under the DDA or any associated DA.

15.5. This Article 15 shall be enforceable pursuant to the grievance procedure set forth in Ai-ticle 10.

16. GENERAL PROVISIONS

16.1. If any article or provision of this Agreement shall become invalid, inoperative and/or unenforceable by operation of law or by declaration of any competent authority of the executive, legislative, judicial or administrative branches of the fecleral or state government, the Employers and the Council shall suspend the operation of such article or provision during the period of its invalidity, and the Primary Employer and the Council shall negotiate in its place and stead an article or provision that will satisfy the objections to its validity and that, to the greatest extent possible, will be in accord with the intent and purpose of the article or provision in question. The new article or provision negotiated by the Primary Employer ancl the Council shall be binding on all parties signatory to this Agreement.

16.2. If a ny article or pmvision of this Agreement shall be held invalid, inoperative or unenforceable by operation oflaw, or by any of the above mentioned tribunals of competent jurisdiction, the remainder of the Agreement or application 20 4875-029j

of such article or provision to persons 01· circumstances other than to which it has been held invalid, inoperative or unenforceable shall not be affected thereby.

16.3. Except as enumerated in this Ag1·eement, all other terms and conditions of employment described in the Master Agreement of the Union having traditional and customary jurisdiction over the work shall apply.

16.4. The provisions of this Agreement shall take precedence over conflicting provisions of any Master Agreement or any other national, area or local collective bargaining agTeement, except that all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement and the National Cooling· Tower Agreement; all instrument calibration work and loop checking Covered Work shall be performed under the terms of the UAJIBEW Joint National Agreement for Instrument and Control Systems Technicians and work within the craft jurisdiction of the Elevator Constructors will be performed underthe terms of the National Agreements of the International Union of Elevator Constructors; provided that Articles 8, 10 and 11 of this Ag1·eement shall apply to all Covered Work.

16.5. Each person executing this Agreement represents and warrants that he or she is authorized to execute this Agreement on behalf of the party or parties indicated.

16.6. This Agreement may bo executed in any number of counterparts, and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any signature pages may be assembled to form a single original document.

16. 7. This Agreement shall not be amended, modified, supplemented or revised without the prior written consent of the parties,

17. HELMETS TO HARDHATS

17.1. The Em.players and Unions recognize a desire to facilitate the entry into the building and construction trades of veterans and members of the National Guard and Reserves who are interested in careers in the building and construction industry. The Employers and Unions agree to utilize the services of the Center for Military Recruitment, Assessment and Veterans Employment ("Center"), a joint Labor-Management Cooperation Trust Fund, established under the authority of Section 6(b) of the Labor-Management Cooperation Act of 1978, 29 U.S.C. Section 175(a), and Section 302(c)(9) of the Labor-Management Relations Act, 29 U.S.C.

Section 186(c)(9), and a charitable tax exempt organization under Section 50l(c)(3) of the Internal Revenue Code, and the Center's "Helmets to Hardhats" program to 21 4875-020j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
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serve as a resource for preliminary orientation, assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the parties.
17 .2. The Unions and Employers agree to coordinate with the Center to create and maintain an integrated database of veterans and members of the National Guard and Reserves interested in working on this Project and apprenticeship and employment opportunities for this Project. To the extent permitted by law, the Union will give credit to such veterans and members of the National Guard and Reserves for bona fide, provable past experience,

18. TERM OF AGREEMENT

18.1. The term of this Agreement shall commence on the date indicated below as the date of execution, and shall continue in effect until completion of all Covered Work pursuant to Article 3, provided, however, this Agreement shall terminate upon notice from Primary Employer to the Council that neither Primary Employer nor any Affiliate of Primary Employer has executed a DDA or any equivalent agreement for the Project with the City and that Primary Employer and any Affiliated entities have permanently abandoned efforts to negotiate a DDA for the Project or otherwise acquire development rights to the Project, and provided that neither Primary Employe1· nor any Affiliate of Primary Employer have othervvise acquired title or are seeking to acquire title to the Project Real Property.

Primm·y Employer shall not be considered to have permanently abandoned efforts to negotiate a DDA or otherwise acquire development 1·ights to the Project and this Agreement shall be effective should Primary Employer or any Affiliate continue or resume negotiations with the City regarding a DDA 01' equivalent agreement for development of the Project pursuant to any selection of Primary Employer or an Affiliate as Master Developei· for all or a portion of the Project.

19. CONFIDENTIALITY

19.1. The existence and terms of this Agreement shall be kept strictly confidential. This Agreement may only be disclosed to the parties to the Agreement and to their attorneys, officers, directors, employees, consultants, members, partners, and/or lenders, or as required by law or in litigation. This Agreement may also be disclosed to the potential purchasers of property (or any portion thereof) upon the written agreement of those potential purchasers to keep the Agreement confidential as if they were a party hereto. This Agreement shall not be disclosed to the City of Concord without the consent of the Primary Employer and the Council.

However, once this Agreement an
d all Side Letters have been executed hy both the
22 4875-029j

Primary Employer and the Council, either the Council or Brookfield may disclose to the City of Concord that a labor agreement has been rnached v.rith the Council for the entire Project.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of August 18., 2021.

PRIMARY EMPLOYER
By·
Title: President
,J875-02Dj

CONTRA COSTA COUNTY

BUILDING & CONSTRUCTION

TRADES COUNCIL
By: Bill Whitney
Title: Chief Executive Officer
23

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

UNION SIGNATURES
Asbestos Workers Local #16
Boilermakers Local #549
Bricklayers Local #3
Elevator ConstructOl's Local #8
Sheet Metal Workers Local #104
Operating Engineers Local #3
Teamsters Local #315
Roofers and Waterproofers Local #81
Iron Workers Local #378
Northern California District Council of
Laborers, for itself and its affiliated
Local Unions
Cement Masons Local #300
International Brotherhood of Electrical
Workers Local #302
District Council #16, Painters and Northern California Carpenters Allied Trades, for itself and its affiliated Regional Council, for itself and its Local Unions affiliated Local Unions
Sprinkler Fitters Local #483 United Association Local #159 United Association Local #342 United Association Local #355 Plasterers Local #66
24 4875-029j
[Signatures of Affiliated Local Unions To Be Provided]

ATTACHMENT A

AGREEMENT TO BE BOUND

COMMUNITY WORKFORCE AGREEMENT

CONCORD NAVAL WEAPONS STATION REUSE PROJECT
The undersigned hereby certifies and agrees that:
1) It is an Employer as that term is defined in Section 1.4 of the Concord Naval "vVeapons Station Reuse Project Community Workforce Agreement ("Agreemenf>) because it has been, or will be, awarded a contract or subcontract to assign> award or subcontract Covered \Vork on the Project (as defined in Sections 1.2, 3.1 and 3.2 of the Agreement), or to authorize another party to assig·n, award or subcontract Covered Work, or to perform Covered Work.

2.) In consideration of the award of such contract or subcontract, and in further consideration of the promises made in the Agreement and all attachments thereto (a copy of which was received and is hereby acknowledged), it accepts and agrees to be bound by the terms ancl conditions of the Agreement, together with any and all amendments and supplements now existing or which are later made thereto.

3.) It has no commitments or agreements that would preclude its full and complete compliance with the terms and conditions of the Agreement.

4.) It will secure a duly executed Agreement to be Bound, in form identical to this document, from any Employer(s) at any tier or tiers with which it contracts to assign, award, or subcontract Covered Work, or to authorize another party to assign, award or subcontract Covered ·work, or to perform Covered Work.

DATED:

Name of Employer
Authorized Officer & Title
Address)
Phone I CSLB #
25 4875-028j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement
ATTACHMENT B(l)

FULL ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT ("Assumption Agreement") is by and between ______ ("Assignor") and _______ [NEW PIUMARY EMPLOYER]
("Assignee").

RECITALS
A. Assignor is the Primary Employer under a certain Community Workforce Agreement dated _______ , 2021 (the "CWA") with the Contra Costa County Building & Construction Trades Council and its affiliate Local Unions that executed the Agreement (all of whom are referred to collectively as "Union" or "Unions") concerning the development located in the City of Concord, Contra Costa County, California, known as the Concord Naval Weapons Station Reuse Project (the "Project").

B. Assignor desires to assign to Assignee all of its rights and obligations under the CWA with respect to all of the Project and the Project Real Property, as described on Exhibit 1 attached hereto, and to be released by the Unions, in accordance with Paragraph 15.4 of the CW A, from all of Assignor's rights and obligations under the CW A with respect to the Project and the Project Real Property.

C. Assignee desires to assume, for the benefit of the Unions, all rights and obligations of Primary Employer under the CWA with respect to the Project and the Project Real Property.

AGREEMENTS
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. Effective [DATE] (the "Effective Date"), Assignor hereby assigns to Assignee all of Assignor's right, title, and interest in and to the CWA with respect to the Project and the Project Real Property. Assignor aclmowledges that it has no further interest in the CW A or the Project and the Project Real Property, and that the Unions may treat the CW A as if it had been made by Assignee.

2. As of the Effective Date, Assignee hereby assumes all of Assignor's rights and obligations under the CW A and agrees to perform and is able to perform, as a direct obligation to the Unions, all of the covenants, agreements and conditions contained in the CWA to be performed by Primary Employer.

3. Assignee expressly ,,varrants and represents that it possesses a valid California general contractor's license, directly employs on-site personnel and is an employer primarily engaged in the building and construction industry. Assignee agrees, and by execution of Exhibit 1 the Unions agree, that damages from the breach of the warranties and representations in this Assumption Agreement would be unreasonably difficult, costly, inconvenient or 4875-029j

impracticable to calculate and, accordingly, they agree to Liquidated Damages which bear a reasonable relationship to the actual harm suffered by the Unions and their members, as calculated pursuant to the methodology set forth in Paragraph 15.3. If there is a breach of the warranties and representations of Assignee contained in this Assumption Agreement, and Covered Work is performed by a contractor or subcontractor that is not in compliance with the provisions of Article 3 of the CW A, then Assignee shall pay Liquidated Damages, calculated pursuant to the methodology set forth in Paragraph 15.3 of the CWA and to the entities described in Paragraph 15.3 of the CWA, to compensate for the actual damages.

4. This Assumption Agreement is expressly conditioned upon the Unions' execution and delivery to Assignor of a Release of Assignor's obligations under the CWA, which Release shall be substantially in the form of Exhibit 1.

5. This Assumption Agreement and all covenants and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6. This Assumption Agreement shall be governed by and construed in accordance with the laws of the State of California, including all matters of construction, validity, performance and enforcement.

7. In the event of a dispute regarding the interpretation or enforcement of the provisions hereof, the prevailing party shall be entitled to its reasonable attomeys' fees and costs of suit

8. The address of Assignee for delivery of notices is:

9. Assignor and Assignee each acknowledge that the Unions are third party beneficiaries to this Assumption Agreement and are entitled to rely upon the covenants and representations of Assignee and Assignor contained herein. This Agreement shall not be amended, modified, supplemented or revised without the prior written consent of the Unions.

10. This Assumption Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any signature pages may be assembled to form a single original document.

11. This Assumption Agreement constitutes the entire agreement of Assignee and Assignor with respect to the CW A.
4875-029j 2

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assumption Agreement to be executed and do each hereby warrant and represent that their respective signatories, whose signatures appear below, have been and are on the date of this Assignment Agreement duly authorized by all necessary and appropriate action to execute this Assignment Agreement.
"ASSIGNOR" "ASSIGNEE"
[NEW PJUMARY EMPLOYER]
By: ___________ _
Its: _____________ _
Dated: _________ _ Dated: ____________ _
4875-029j 3

Exhibit 1 to Attachment B(l)

COMMUNITY WORKFORCE AGREEMENT

RELEASE OF LIABILITY
This Release of Liability ("Release") is made by Contra Costa County Building & Construction Trades Council ("Unions"),
A. The Unions and Brookfield Calwest Builders LLC, a Delaware limited liability company, ("Primary Employer") entered into that certain Concord Naval Weapons Station Reuse Project Community Workforce Agreement, dated ______ ., 2021 (the "CWA") whereby the parties agreed, in Article 15, that, upon execution and delivery to the Unions of an acceptable agreement by a financially responsible successor assuming all of Primary Employer's obligations under the CW A ("Assumption Agreement"), the Unions shall release Primary Employer from all of its obligations under the CW A.

B. Primary Employer and --- - ---� have executed that certain Assumption Agreement, dated , and such agreement is acceptable to the Unions.

C, The Unions have determined that _______ is a financially responsible successor to Primary Employer, as contemplated by Article 15 of the CW A.

D. In reliance upon the foregoing, including, but not limited to, the wananties and representations of Assignee contained in this Assumption Agreement, the Unions each acknowledge and agree that Primary Employer has satisfied the successorship criteria of Article 15 of the CWA. Accordingly, the Unions do hereby,jointly and severally, release Primary Employer from all subsequent obligations and undertakings of the CWA, including liability for the payment of Liquidated Damages under Paragraph 15.3.

E. At a duly noticed meeting, the Unions authorized the Contra Costa Building and Construction Trades Council to execute this Release on their behalf.

IN WITNESS WHEREOF, the Unions have caused this Release to be executed and effective from and after�- --�--' 20_

CONTRA COSTA COUNTY BUILDING &

CONSTRUCTION TRADES COUNCIL
By:

Title:
4875-029j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement
ATTACHMENT B(2)

PARTIAL ASSUMPTION AGREEMENT
THIS PARTIAL ASSUMPTION AGREEMENT ("Partial Assumption Agreement") is by and between _________ ("Assignor") and ________ [NEW PRIMARY ElYJPLOYER] ("Assignee").

RECITALS
A. Assignor is the Primary Employer under a certain Community Workforce Agreement dated ______ , 2021 (the "CWA") with the Contra Costa County Building & Construction Trades Council and its affiliate Local Unions that executed the Agreement (all of whom are referred to collectively as "Union" or "Unions") concerning the development project located in the City of Concord, Contra Costa County, California, known as the Concord Naval Weapons Station Reuse Project (the "Project").

B. Assignor desires to assign to Assignee all of its rights and obligations under the CW A with respect to the portion of the Project and Property described on Exhibit 1 attached hereto (the "Assignee Project Property"), and to be released by the Unions, in accordance with Paragraph 15.4 of the CWA, from all of Assignor's rights and obligations under the CWA with respect to the Assignee Project Property.

C. Assignee desires to assume, for the benefit of the Unions, all rights and obligations of Primary Employer under the CWA with respect to the Assignee Project Property.

AGREEMENTS
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Assignor and Assignee agree as follows:
l. Effective [DATE] (the "Effective Date"), Assignor hereby assigns to Assignee all of Assignor's right, title, and interest in and to the CWA with respect to the Assignee Project Property. Assignor acknowledges that it has no further interest in the CW A with respect to the Assignee Project Property, and that the Unions may treat the CWA as if it had been made by Assignee with respect to the Assignee Project Property.

2. As of the Effective Date, Assignee hereby assumes all of Assignor's rights and obligations under the CW A with respect to the Assignee Project Property, and agrees to perform and is able to perform, as a direct obligation to the Unions, all of the covenants, agreements and conditions contained in the CW A to be performed by Primary Employer with respect to the Assignee Project Property.

3. Assignee expressly warrants and represents that it possesses a valid California general contractor's license, directly employs on-site personnel and is an employer primarily engaged in the building and construction industry. Assignee agrees, and by execution of Exhibit 1 the Unions agree, that damages from the breach of the warranties and representations 4875-029j

in this Partial Assumption Agreement would be unreasonably difficult, costly, inconvenient or impracticable to calculate and, accordingly, they agree to Liquidated Damages which bear a reasonable relationship to the actual harm suffered by the Unions and their members, as calculated pursuant to the methodology set forth in Paragraph 15.3 of the CWA. If there is a breach of the warranties and representations of Assignee contained in this Assumption Agreement, and Covered Work is performed by a contractor or subcontractor that is not in compliance with the provisions of Article 3 of the CWA, then Assignee shall pay Liquidated Damages, calculated pursuant to the methodology set forth in Paragraph 15.3 of the CWA and to the entities described in Paragraph 15.3 of the CWA, to compensate for the actual damages.

4. This Partial Assumption Agreement is expressly conditioned upon the Unions' execution and delivery to Assignor of a Release of Assignor's obligations under the CW A with respect to the Assignee Project Property, which Release shall be substantially in the form of Exhibit 1.

5. This Partial Assumption Agreement and all covenants and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6. This Partial Assumption Agreement shall be governed by and construed in accordance with the laws of the State of California, including all matters of construction, validity, performance and enforcement.

7. In the event of a dispute regarding the interpretation or enforcement of the provisions hereof, the prevailing party shall be entitled to its reasonable attorneys' fees and costs of suit.

8. The address of Assignee for delivery of notices is:

9. Assignor and Assignee each acknowledge that the Unions are third party beneficiaries to this Partial Assumption Agreement and are entitled to rely upon the covenants and representations of Assignee and Assignor contained herein. This Agreement shall not be amended, modified, supplemented or revised without the prior written consent of the Unions. l 0. This Partial Assumption Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original document. All executed counterparts togethel' shall constitute one and the same document, and any signature pages may be assembled to form a single original document.

11. This Partial Assumption Agreement constitutes the entire agreement of Assignee and Assignol' with respect to the CW A.

12. All of the obligations of Assignor under the CW A, with r espect to all of the Project Property, except for the Assignee Project Property, shall remain in full force and effect. 4875-029j 2

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IN WITNESS WHEREOF, Assignor and Assignee have caused this Partial Assumption Agreement to be executed and do each hereby warrant and represent that their respective signatories, whose signatures appear below, have been, and are on the date of this Partial Assignment Agreement, duly authorized by all necessary and appropriate action to execute this Partial Assignment Agreement.
"ASSIGNOR" "ASSIGNEE"
[NEJiV PRIMARY EMPLOYER]
By: ___________ _
Its: _____________ _
Dated: _________ _ Dated: ____________ _
4875-029j 3

Exhibit 1 to Attachment B(2)

COMMUNITY WORKFORCE AGREEMENT

PARTIAL RELEASE OF LIABILITY
This Partial Release of Liability ("Partial Release") is made by Contra Costa County Building & Construction Trades Council ("Unions").

A. The Unions and Brookfield Calwest Builders, LLC, a Delaware limited liability company, ("Primary Employer") entered into that certain Concord Naval Weapons Station Reuse Project Community Workforce Agreement, dated _______ ., 2021 (the "CWA") whereby the parties agreed, in Article 15, that, upon execution and delivery to the Unions of an acceptable agreement by a financially responsible successor partially assuming Primary Employer's obligations under the CWA ("Partial Assumption Agreement"), the Unions shall release Primary Employer from its obligations under the CW A to the extent that such obligations are transferred to such successor.

B. Primary Employer and ________ have executed that certain Partial Assumption Agreement, dated _____ with respect to the Assignee Project Property described therein, and such agreement is acceptable to the Unions.

C. The Unions have determined that _______ is a financially responsible successor to Primary Employer, as contemplated by Article 15 of the CW A.

D. In reliance upon the foregoing, including, but not limited to, the warranties and representations of Assignee contained in this Assumption Agreement, the Unions each acknowledge and agree that Primary Employer has satisfied the successorship criteria of Article 15 of the CW A with respect to the Assignee Project Property. Accordingly, the Unions do hereby, jointly and severally, release Primary Employer from all subsequent obligations and undertakings of the CWA ,vith respect to the Assignee Project Property, including liability for the payment of Liquidated Damages with respect to the Assignee Project Property under Paragraph 15.3.

E. All obligations of Primary Employer with respect to all of the Project Real Property except for the Assignee Project Property shall remain in full force and effect.

F. At a duly noticed meeting, the Unions authorized the Contra Costa Building and Construction Trades Council to execute this Release on their behalf. 4875-029j 1

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement
Exhibit 1 to Attachment B(2)

COMMUNITY WORKFORCE AGREEMENT

PARTIAL RELEASE OF LIABILITY
This Partial Release of Liability ("Partial Release") is made by Contra Costa County Building & Construction Trades Council ("Unions").

A. The Unions and Brookfield Calwest Builders, LLC, a Delaware limited liability company, ("Primary Employer") entered into that certain Concord Naval Weapons Station Reuse Project Community Workforce Agreement, dated _______ ., 2021 (the "CWA") whereby the parties agreed, in Article 15, that, upon execution and delivery to the Unions of an acceptable agreement by a financially responsible successor partially assuming Primary Employer's obligations under the CWA ("Partial Assumption Agreement"), the Unions shall release Primary Employer from its obligations under the CW A to the extent that such obligations are transferred to such successor.

B. Primary Employer and ________ have executed that certain Partial Assumption Agreement, dated _____ with respect to the Assignee Project Property described therein, and such agreement is acceptable to the Unions.

C. The Unions have determined that _______ is a financially responsible successor to Primary Employer, as contemplated by Article 15 of the CW A.

D. In reliance upon the foregoing, including, but not limited to, the warranties and representations of Assignee contained in this Assumption Agreement, the Unions each acknowledge and agree that Primary Employer has satisfied the successorship criteria of Article 15 of the CW A with respect to the Assignee Project Property. Accordingly, the Unions do hereby, jointly and severally, release Primary Employer from all subsequent obligations and undertakings of the CWA ,vith respect to the Assignee Project Property, including liability for the payment of Liquidated Damages with respect to the Assignee Project Property under Paragraph 15.3.

E. All obligations of Primary Employer with respect to all of the Project Real Property except for the Assignee Project Property shall remain in full force and effect.

F. At a duly noticed meeting, the Unions authorized the Contra Costa Building and Construction Trades Council to execute this Release on their behalf. 4875-029j 1

IN WITNESS WHEREOF, the Unions have caused this Partial Release to be executed and effective from and after ______ , 20_

CONTRA COSTA COUNTY BUILDING &

CONSTRUCTION TRADES COUNCIL
By:

Title:
4875-029j 2

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

SIDE LETTER REGARDING RESIDENTIAL PROJECT SUBCONTRACTING

EXECUTED WITH THE COMMUNITY WORKFORCE AGREEMENT

FOR THE CONCORD NAVAL WEAPONS STATION PROJECT

IN THE CITY OF CONCORD,

CONTRA COSTA COUNTY, CALIFORNIA
WHEREAS, a Community Workforce Agreement ("Agreement") has been entered into by and between BROOKFIELD CALWEST BUILDERS LLC, a Delaware limited liability company ("Primary Employer" or "Brookfield"), and the CONTRA COSTA COUNTY BUILDING & CONSTRUCTION 'l'RADES COUNCIL ("Council") and its affiliated local unions that have executed the Agreement governing labor relations on the Concord Naval Weapons Station Reuse Pl'Oject; and WHEREAS, the Primary Employer, the Council and the local Unions that have executed the Agreement are referred to in this Side Letter as the "Parties"; WHEREAS, "Residential Project" as used in this Side Letter means any building of four stories or less that includes residential construction; WHEREAS, the Parties to the Agreement have agreed to the process set forth in this Side Letter for the subcontracting of Covered Work on a Residential Project.

NOW, THEREFORE, the Parties to this Side Letter hereby agree as follows:

1. In addition to the exclusions from Covered Work listed in Section 3.3 of the Agreement, the following exclusions shall apply to work on a Residential Project:
a. All non-construction support services contracted by the Primary Employer in connection with the Residential Project.
b. All WOl'k, including maintenance and repair, contracted for directly by a retail homebuyer, provided that such work is contracted for and performed after closing or while the purchase of the home is in escrow. c. All maintenance and repair work customarily performed by customer service representatives in association with retail customer walk-through and throughout the life of the home.
cl. All maintenance and repair work that is not customarily contracted out to a contractor in the constn1ction industry. 1 4875-030j

e. All maintenance and repair work that is not the contractual responsibility of the original contractor or subcontractor, or where the homeowner elects to use an alternative contractor pursuant to Civil Code Section 918. f. All work on a parcel contracted for by a homeowner's association ("HON') or other non.profit organization formed to operate an HOA facility after the transfer of such parcel or improvements to an HOA or other non.profit organization and after issuance of a certificate of occupancy for any HOA facility, provided that any interior improvements to such facility contracted for or performed by the Primary Employer in conjunction with the original construction of the Project shall be Covered Work subject to this Agreement.

2. The subcontracting provisions of Al'ticle 4 of the Agreement shall not apply to the award of a contract for the performance of Covered Work on a Residential Project if the Primary Employer or other Employer awarding that work does not receive bona fide bids on that work on or before the deadline for receiving such bids from at least three (3) persons, firms, or corporations that are licensed, bonded, insured and capable of performing the work specified in the bid solicitation, and that are sig·natory to a Master Agreement with the Union having jtll'isdiction over the work. The term "bona fide" as used in this Paragraph shall mean a genuine and sincei·e bid, submittecl in good faith, without fraud or deceit. Nothing in this Side Letter is intended to limit the rights of the Primary Employer, or any other Employer, to subcontract work or to select its contractors or subcontractors or to follow its usual and customary bid processes, except that the bid solicitation must notify prospective bidders that a Building Trades Community Workforce Agreement applies to the work that is the subject of the bid (with a copy of the Agreement and this Side Letter attached to the bid solicitation), and provided that all Employers, at all tiers, assigning, awarding, contracting or performing, or authorizing another to assign, award, contract or perform Covered \i\Tork, shall be required to comply with the provisions of the Agreement and this Side Letter.

3. The provisions of Paragraph 2 of this Side Letter shall not apply unless the Primary Employer or the Employer seeking· to invoke such provisions has taken good faith and commercially reasonable steps to comply with the following bidding and notice 1·equirements:
a. Provided written notice of the solicitation of bids to at least three (3) contractors that are signatory to the Master Agreement of the Union that has jurisdiction over the
work and to such Union concurrently with the first bid
solicitation and at least thirty (30) days in advance of the deadline for receipt of bids.

The written notice shall: (a) identify the person to whom requests for bid specifications or other information regarding the bidding process should be directed; and (b) include the following statement in all capital letters: 11 30-DAY NOTICE OF

SOLICITATION OF BIDS FOR THE CONCORD NAVAL WEAPONS STATION REUSE PROJECT PURSUANT TO PARAGRAPH 3(a) OF THE RESIDENTIAL

PROJECT SUBCONTRACTING SIDE LETTER EXECUTED WITH THE

CONCORD NAVAL WEAPONS STATION REUSE PROJECT COMMUNITY
2 4875-030j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement
WORKFORCE AGREEMENT." The notice to the Union shall also include the names of all Union signatory contractors of the applicable Union that have been sent the bid solicitation. Upon request by the Primary Employer to the Council, the Council shall provide a list of all Council affiliated local Unions that are parties to the Agreement along with contact information for the then current Business Manager of each local Union,
b. Provided the bid specifications, information and bidding requirements directly to any additional union-signatory contractors that the Union has requested receive the bid specifications and to any other union-signatory contractor requesting the bid specifications in a timely manner following such request;
c. Established the same bid specifications and requirements for any non-signatory contractor submitting a bid as were established for any union­ signatory contractor submitting a bid, whether or not the non-union bid is submitted after the Primary Employer has successfully invoked the provisions of Paragraph 2 of this Side Letter due to a failure to receive three (3) bids from union-signatory contractors. The awarding Employer shall make such bid specifications and requirements available to any Union upon the request of such Union; cl. Established bid specifications and requirements that are consistent with the awarding Employerrs usual and customary bidding· process and requirements for similar projects, and that are also in accordance with standard industry practice in the Project area for such projects; e. Provided notice to the Union having jurisdiction over the work at least three (3) business days prior to the deadline for receipt of bids that the Employer has not received bids from three (3) or more persons, firms or corporations sig·natory to a Master Agreement with the Union having jurisdiction over the work in accordance with Paragraph 2 of this Side Letter. The written notice shall include the following statement in all capital letters:
11 THREE DAY NOTICE OF FAILURE
TO RECEIVE THREE (3) BIDS FOR THE CONCORD NAVAL WEAPONS STATION REUSE PROJECT PURSUANT TO PARAGRAPH S(e) OF THE

RESIDENTIAL PROJECT SUBCONTRACTING SIDE LETTER EXECUTED WITH THE CONCORD NAVAL WEAPONS STATION REUSE PROJECT COJ\IIMUNITY WORKFORCE AGREEMENT.
11 'l'he notice shall also include the names of all Union signatory contractors of the applicable Union that have already submitted complete bids.

4. In the event that three bids have been received from union-signatory contractors on or before the bid deadline, but the awarding Employer regards one or more of the bids to be incomplete or otherwise not fully in accordance with the bidding r
equirements, such bid or bids shall be conditionally accepted as meeting the requirements of Paragraph 2 of this Side Letter pending· completion of the bid in accordance with the procedure set forth in this Paragraph 3. The awarding· Employer shall identify in writing, email accepted, the specific information required 3 4876-0BOj

to complete the bid or otherwise satisfy the bidding 1·equirements ("Incomplete Bid Statement11), and shall provide such Incomplete Bid Statement to the bidding contractor with a copy provided to the applicable Union. The Incomplete Biel Statement shall establish a reasonable time for submission of the additional information no less than five (5) clays but no more than ten (10) days. If the bidding contractor has made a diligent effort to develop the requested information, but requires additional time to comply, the awarding Employer shall grant a reasonable extension of the deadline, e.g. no less than five (5) days, for submission of the additional information. If the bid remains incomplete at the new deadline for submission, the bid shall not be counted toward the three-bid minimum.

5. In the event that three (3) bids have not been received by the Primary Employer or other Employer, and the Primary Employer or other Employer has fully complied with the requirements of Paragraphs 3 and 4 of this Side Lettei·, either of them shall be permitted under this Side Letter and the Agreement to which it refers to award the subject Project wOl'k to any contractor at its sole discretion. In such case, the work to be performed by that contractor shall not be considered to be Covered Work; and, further, such action shall not be considered to be a breach of this Side Letter or of the Agreement, nor shall it be subject to any grievance ancl arbitration provision, and no action in violation of the no-strike provisions of the Agreement may be initiated by the Unions or any of its members as a result of such award.

6. In the event, that an Employer awards work to a non-union contractor pursuant to Paragraph 2 of this Side Letter, such Employer shall use its best efforts to notify the Union with craft jurisdiction over the work awarded of such award within ten (10) business days of the award.

7. All notices to the Union(s) required under by this Side Letter must be given in writing by both: (a) email to the Business Manager of the applicable Union; and (b) by certified or registered mail, return receipt requested, or by a recognized overnight delivery service. The date that notice shall be deemed to have been made for the purpose of determining any deadlines under this Side Letter shall be the elate of delivery by mail or overnight delivery, as determined by the verification of delivery if delivered by overnight delivery, or the date set forth on the return receipt if sent by certified or registered mail. The Employer shall contact the applicable Union to verify the current name, business email and business mailing address of the Union's Business Manager prior to sending notice.

8. The definition of Residential Project in this Side Letter is intended by the Parties only to define the type of work that would trigger the minimum bid provision set forth in Paragraph 2 of this Side Letter. For those crafts that have negotiated a residential ,,vage rate, the application of that wage rate to a Residential Project, including the determination of what portions of the work on the project are subject to the residential wage rate, shall be governed by the terms of the applicable Master Agreement.
4 ,!875-030j

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

9. All capitalized terms not defined in this Side Letter shall have the meaning set forth in the Agreement.

10. Except as expressly provided for in Paragraph 3, herein, the existence and terms of this Side Letter shall be kept strictly confidential. This Side Letter may only be disclosed to the parties to the Side Letter and to their attorneys, officers, directors, employees, consultants, members, partners, and/or lenders, or as required by law or in litigation. rrhis Side Letter may also be disclosed to the potential purchasers of property (or any portion thereof) upon the written agreement of those potential purchasers to keep the Side Letter confidential as if they were a party hereto. This Side Lette1· shall not be disclosed to the City of Concord without the consent of the Primary Employer and the Council. Ho\-vever, once an Agreement and Side Letter have been executed by both the Primary Employer and the Council, either the Council or Brookfield may disclose to the City of Concord that a labor agreement has been reached with the Council for the entire Project.

11. To the extent there is any conflict between the terms of this Side Lettei· and the Agreement with regard to the matters addressed by this Side Letter, the terms of this Side Letter shall prevail.

IN WITNESS WHEREOF, the parties have caused this Sicle Letter to be executed and effective as of August 10 , 2021.

PRil\lIARY EMPLOYER
By: osh Roden
Title: President
4876-030j
5 CONTRA COSTA COUNTY BUILDING
& CONSTRUCTION TRADES

COUNCIL
By: Bill Whitney
Title: Chief Executive Officer

UNION SIGNATURES
Asbestos Workers Local #16
Boilermakers Local #549
Bricklayers Local #3
Elevator Constructors Local #8
Sheet Metal \Vorkers Local #104
Operating Engineers Local #3
District Council #16, Painters and
Allied Trades, for itself and its affiliated
Local Unions
Sprinlde1· :Fitters Local #483
United Association Local #342
Plasterers Local #66
4875-03Oj
Teamsters Local #315
Roofers and vVaterproofers Local #81
Iron Workers Local #378
Northern California District Council of
Laborers, for itself and its affiliated
Local Unions
Cement Masons Local #300
International Brotherhood of Electrical
Workers Local #302
Northern California Carpenters
Regional Council, for itself and its
affiliated Local Unions
United Association Local #159
United Association Local #355
[Signatures of Affiliated Local Unions To Be Provided]

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

SIDE LETTER REGARDING JOINT LABOR MANAGEMENT MEETINGS

EXECUTED WITH THE COMMUNITY WORKFORCE AGREEMENT

FOR THE CONCORD NAVAL WEAPONS STATION PROJECT

IN THE CITY OF CONCORD,
CONTRA COS'l'A COUNTY, CALIFORNIA
WHEREAS, a Community Workforce Agreement ("Agreement") has been entered into by and between BROOKFIELD CALWEST BUILDERS LLC, a Delaware limited liability company ("P1-in1ary Employer" or "Brookfield"), and the CONTRA COSTA COUNTY BUILDING & CONSTRUCTION TRADES COUNCIL ("Council") and its affiliated local unions that have executed the Agreement governing labor relations on the Concord Naval Weapons Station Reuse Project; ancl
WHEREAS, the Primary Employer, the Council ancl the local Unions that have executed the Agreement are referred to in this Side Letter as the "Parties"; and WHEREAS, the Parties have agreed to the additional provisions set forth in this Side Letter regarding Joint Labor Management meetings.

NOW, THEREFORE, the Parties to this Side Letter hereby agree as follows:

1. The Parties agree that in the event the Primary Employer or other Employer receive no bids from Union signatory contractors by the bid deadline in response to a bid solicitation for Covered \.Vork, such Employer shall immediately notify the Chief Executive Officer of the Council and the Business Manager(s) of the relevant Union(s). The Employer shall provide the Council and the Union(s) with a copy of the bid solicitation and information regarding where the bid notices were posted, ancl the names of any specific Union signato1·y contractors that were provided the bid solicitation. The representative of the Primary Employer or Employer's representative, the Council and the Union(s) shall meet within seven (7) clays of the no-bidder notice to discuss measures for securing bids from Union signatory contractors and, if not resolved within fifteen (15) days of the initial meeting, the Primary Employer, other Employers and the Unions may pursue all other available options to ensure continuity of the work.

2. In view of the projected multi-year time span for build out of the Pl'Oject pursuant to this Agreement, the Parties agree that they ·will meet and confer to consider the needs of the Project in accordance with Section 14.1 of the Agreement, and, should the Parties mutually agree that any amendments or supplemental terms to the Agreement are appropriate, to negotiate in good faith such amendments or supplemental terms that are in accord with the intent and purposes of the Agreement and the City's Concord Fhst policy.

This agreement to meet and confer shall be limited to Brookfield o r its Affiliate acting as the original Master Developer for the Project uncler the DDA. This Paragraph 2 meet and confer process shall not be subject to the grievance process set forth in Article 10 of the Agreement. 1 11875-031j

3. After the completion of all Covered Work unde1· the original construction contracts, including all change orders and punch list work, for the construction of the building core and shell, and after completion of all Coverecl Work under the original construction contracts and all change ordel's and punch list wol'k for all tenant improvement wol'k covel'ec1 by the Agreement in that building, the Agreement shall no longer apply to such building or tenant improvements.

4. All capitalized terms not defined in this Side Letter shall have the meaning set forth in the Agreement.

5. The existence and terms of this Side Letter shall be kept strictly confidential.

This Side Letter may only be disclosed to the parties to the Side Letter and to their attorneys, officers, directors, employees, consultants, members, partners, and/or lenders, or as 1·equired by lm,v or in litigation. This Side Letter may also be disclosed to the potential purchasers of property (or any portion thereof) upon the written agreement of those potential purchasers to keep the Side Letter confidential as if they were a party hereto. This Side Letter shall not be disclosed to the City of Concord without the consent of the Primary Employer and the Council. However, once the Agreement and all Side Letters have been executed by both the Primary Employer and the Council, either the Council or Brookfield may disclose to the City of Concord that a labor agreement has been reached with the Council for the entire Project.

6. To the extent thei-e is any conflict between the terms of this Side Letter and the Agreement regarding matters addressed in this Side Letter, the terms of this Side Letter shall prevail.

7. This Side Letter does not, and shall not, amend or change in any way the ''Side Letter Regarding Residential Project Subcontracting Executed vVith The Community Workforce Agreement For The Concord Naval \Veapons Station Project In The City Of Concord, Contra Costa County, California."
IN \VJTNESS WHEREOF, the parties have causecl this Side Letter to be executed and effective as of August-11l, 2021.

PRIMARY EMPLOYER
Josh Roden
Title: President
,1875-03lj
2 CONTRA COSTA COUNTY BUILDING &
CONSTRUCTION TR.ADES COUNCIL
By: Bill Whitney
Title: Chief Executive Officer

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Project Labor
Agreement

UNION SIGNATURES
Asbestos Workers Local #16
Boilermakers Local #5,19
Bricklayers Local #3
Elevator Constructors Local #8
Sheet Metal Workers Local #104
Operating Enginee1·s Local #3
District Council #16, Painters and Allied
Tracles, £01' itself and its affiliated Local
Unions
Sprinkler Fitters Local #483
United Association Local #342
Plasterers Local #66
4875-03 lj
Teamsters Local #315
Roofers ancl Waterproofers Local #81
Iron ·workers Local #378
Northern California District Council of
Laborers, for itself and its affiliated Local
Unions
Cement Masons Local #300
International Brotherhood of Electrical
Workers Local #302
Northern California Carpenters Regional
Council, for itself and its affiliated Local
Unions
United Association Local #159
United Association Local #355
[Signatures of Affiliated Local Unions To Be Provided]

This Page Intentionally Blank

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 www.brookfieldproperties.com

Housing America Partners
Via Electronic Mail: ([email protected])
July 14, 2023
Mr. Israel Mora
Administrator
Local Reuse Authority
City of Concord
City Hall
1950 Parkside Drive
Concord, California 94519
Administrator Mora:

On behalf of Housing America Partners, we are pleased to submit our qualifications for your consideration in response to the Request for Master Developer Qualifications for the Concord Naval Weapons Station (CNWS or Concord Base) Reuse Project Area Plan Implementation issued on May 15, 2023.

We are a consortium of leading non and for profit affordable and workforce housing builders in northern California and believe that social housing developers, not market rate developers, should lead the home building process for the Concord base.

We believe that the IRR driven negotiations of market rate developers are misdirected and misguided. We firmly believe that highly committed and experienced affordable and workforce developers have the private and public funding resources and technical execution to deliver what the Concord community needs much better than narrowly focused for profit developers dwell on.

As social housing professionals, we believe in the City of Concord, its community values, and aspirations for its people. For many casual observers, it was plain to see that the last attempts at plan implementation were diametrically opposed to the aspirations of many Concord citizens.

As community leaders with tens of thousands of homes delivered and hundreds of years of combined experience, we deliver affordable and workforce housing 100% of the time and on a daily basis. We are skilled in accessing local, county, state and federal funding for transportation, schools, parks, infrastructure and, of course, housing. Presently, we have a combined development pipeline in excess of 8,000 housing units, with a valuation well over $6 billon in many deserving communities throughout the western United States.

Unlike many large market rate developers that default on loans, without caring what dreams and aspirations they've crushed in communities across the US, we are committed to serving our Attachment 3

communities now and in perpetuity. Market rate developers are committed to their higher return IRR assets.

We share the goal of Concord’s indigenous and diverse ethnic communities to implement a plan centered on social equity quality housing and services which everyday workforce citizens like nurses, first responders, teachers, cab drivers, construction workers and most workers can afford.

We further recognize that local labor organizations are fighting to have livable wages - not the poverty wage model that billionaires profit from at the expense of our men and women struggling to pay their rents and locked out of homeownership. We find it shameful that construction workers across our region are often unable to afford the homes they build. We believe the current status quo based on uneven negotiations between billionaires and the public lands is a disservice to the average citizen and that it would be unconscionable to permit going forward.

Our HAP platform brings together the experience, technical expertise, finance, and construction resources to deliver what no other group can – a home for every Concord citizen at a price they can afford. The most salient features of our proposal includes:
100% Labor Led
25% Affordable Housing Rentals for incomes under 80% AMI 25% Affordable homeownership for middle incomes between 80%AMI and 150%AMI
50% Market rate homes for the balance of homes.
100% Net Zero, All Electric Homes
Unlike our competitor RFQ applicants, The Housing America Partners (HAP) is comprised of the leading committed local developers that will not walk away from the Social Housing the community is asking for and needs so desperately, and we are:

Unity Council – The Unity Council - a successful local housing and services non-profit with over a decade serving the Concord community.

The Pacific Companies – California’s and America’s #1 Rental Affordable Housing Developer serving the lowest AMIs by building the most efficient modular homes on the market.

Pacific Housing West - Justice40 Whitehouse National Infrastructure & Homeownership project award with 2,000 unit SF pipeline. 25 years of tax credit and bond experience and market rate housing.

Gorman and Company - one of America's largest workforce and affordable builders with a record of executing a broad range of redevelopment and placemaking projects, including rental assistance demonstration projects and multiple brownfield redevelopments, successfully delivering affordable, workforce and market rate housing, along with retail and hospitality projects.

Rogal Projects - Napa & Sonoma counties most successful market rate developer with a 2,000 unit pipeline. Rogal will finish master planning and bring in market rate production builders as needed.

Sovereign/Genesis Capital – one of California's most active private real estate investment provider investing over 1.5 Bill over last 18 months and $4Billion over last 3 years.

As stewards of the Concord Naval land and taxpayer resources we urge you to support our RFQ and RFP for the benefit of all people of Concord, especially the marginalized hardest working lower and middle class.

Respectfully submitted,

Dan Jimenez
Director
Pacific Housing West
https://pachousing.com/

Aubra Levine
Vice President, Real Estate Operations
The Unity Council
https://unitycouncil.org/

Mike Kelly
Business Developer
The Pacific Companies
https://www.tpchousing.com/

Kevin Kellogg
President, Pacific Northwest Region
Gorman and Company
https://www.gormanusa.com
Keith Rogal
Founder
Rogal Projects
http://www.rogal.net
Berah McSwain
Partner, Capital Markets
Sovereign Equity Partners
https://www.sovereignep.com

5.2.1 Transmittal Letter
Guy Bjereke
Director, Econ. Dev. Base Reuse
City of Concord
1950 Parkside Drive
Concord, CA 94519
Respondent Representative:

Dan Jimenez
Pacific Housing West
1485 Bayshore Drive, Suite 200
San Francisco, CA 94124

Master Developer Team
Unity Council – The Unity Council - a successful local housing and services non-profit with over a decade serving the Concord community.

The Pacific Companies – California’s and America’s #1 Rental Affordable Housing Developer serving the lowest AMIs by building the most efficient modular homes on the market.

Pacific Housing West - Justice40 Whitehouse National Infrastructure & Homeownership project award with 2,000 unit SF pipeline. 25 years of tax credit and bond experience and market rate housing.

Gorman and Company - one of America's largest workforce and affordable builders with a record of executing a broad range of redevelopment and placemaking projects, including rental assistance demonstration projects and multiple brownfield redevelopments, successfully delivering affordable, workforce and market rate housing, along with retail and hospitality projects.

Rogal Projects - Napa & Sonoma counties most successful market rate developer with a 2,000 unit pipeline. Rogal will finish master planning and bring in market rate production builders as needed.

Sovereign/Genesis Capital – one of California's most active private real estate investment provider investing over 1.5 Bill over last 18 months and $4Billion over last 3 years.

5.2.2 Teaming Structure
Each Team Member is separate and responsible for their portion of the development. It doesn’t make any sense for a small non-profit to be responsible for a larger firms obligations nor does it make sense for a larger for profit to take over smaller non-profit services, etc… Joint and several liability is an insurance term not a developer term of art and is not relevant.

The Teaming Ownership Structure is as follows:

Rogal and Partners…………………………………………………………50% Market Rate Homes The Pacific Homes………………………………………………………….12.5% Affordable Housing The Gorman Company……………………………………………………..12.5% Workforce Housing The Unity Council……………………………………………………………12.5% Affordable Housing Pacific Housing West……………………………………………………….12.5% Workforce Housing Market Rate Developer
Keith Rogal, for more than 30 years, has been a Bay Area leader in the creative reuse of blighted, contaminated, or obsolete land and buildings into environmentally-responsible mixed-use and community development projects. His developments have been widely recognized for their design and planning excellence, with multiple National Honor Awards from American Institute of Architects, as well as the Charter Award from Congress for the New Urbanism, among other honors. Rogal&#39;s large master-plan community projects in Napa and
Sonoma are likely the most complex mixed-use entitlement and planning ventures ever

undertaken in those highly sensitive jurisdictions, involving multiple overlapping agencies and public entity interests, and a truly exhaustive array of CEQA issues.

Rogal and joint venture partner the Grupe Company were recently selected by the State of California to acquire and redevelop one of the jewels of the State’s surplus lands portfolio, the 945-acre Sonoma Developmental Center which is to become a resource-self-sufficient new community with a wide range of housing types for all ages and incomes, as well as employment centers, retail and other commercial activity, productive agriculture, and special venues for arts and music gatherings. It is designed for compactness and walkability, made up of relatively dense missing housing types, and using just 5% of the overall property.

Other current Rogal projects include Napa Pipe, the transformation of a 160-acre, formerly contaminated industrial property on nearly a mile of Napa riverfront, into a new walkable community containing multiple higher-density residential neighborhoods, major new public parks and trails; a recently-approved new 120-unit townhome community development in the Benicia Arsenal; and mid-rise multifamily housing sites in downtown Santa Rosa. In addition to his real estate development activity on for-profit ventures, Rogal has also led large-scale multi- stakeholder urban planning and community economic development efforts.

Rogal received his Bachelor of Arts, magna cum laude, from Harvard College with a concentration on architectural and landscape architectural history, and earned a Master’s degree in Management from Yale University.

Team Experience

The Pacific Companies
State City Map Website Development
Arizona Douglas WEBSITE Sun Ray Apartments
Douglas WEBSITE Casas de Esperanza
Flagstaff MAP WEBSITE Pinehurst at Flagstaff
Globe MAP WEBSITE Cobré Village
Kingman WEBSITE Copper Ridge
Taylor WEBSITE Taylor Park Meadows
California Anderson MAP WEBSITE Blue Oak Court Apartments Antelope MAP WEBSITE Crossing at North Loop
Arcata MAP WEBSITE The Courtyards
Arcata The Courtyards at Arcata II
Arcata The Courtyards at Arcata III Single Family
Armona WEBSITE Valley Gardens

State City Map Website Development
Arvin MAP WEBSITE Sycamore Family Apartments
Arvin MAP WEBSITE Sycamore Family Apartments II
Avenal WEBSITE Arroyo del Camino
Bakersfield MAP WEBSITE Bakersfield Family Apartments
Bishop MAP WEBSITE Willow Plaza Apartments
Brawley WEBSITE Malan Street Apartments
Brawley WEBSITE Malan Street Apartments II
Burlingame The Village at Burlingame
Chico MAP WEBSITE Chico Courtyards
Chico MAP WEBSITE Bidwell Park
Clearlake MAP WEBSITE Lake Terrace Apartments
Corning MAP WEBSITE Salado Orchard Apartments
Dinuba MAP WEBSITE Euclid Village Apartments
Dixon MAP WEBSITE Valley Glen
Elk Grove MAP WEBSITE Avery Gardens
Elk Grove WEBSITE Bow Street Apartments
Eureka WEBSITE Aster Place
Exeter WEBSITE Belmont Family Apartments
Farmersville MAP WEBSITE Park Creek Village
Farmersville MAP WEBSITE Gateway Village
Farmersville Gateway Village II
Firebaugh MAP WEBSITE San Joaquin Vista Apartments
Fortuna WEBSITE Fortuna Family Apartments
Gilroy WEBSITE Alexander Station

State City Map Website Development
Gilroy WEBSITE Harvest Park Apartments
Grass Valley WEBSITE Springhill Gardens
Greenfield MAP WEBSITE Terracina Oaks
Greenfield WEBSITE Terracina Oaks II Apartments
Gridley MAP WEBSITE Washington Court Apartments
Hanford MAP WEBSITE Tierra Vista
Hawthorne WEBSITE Icon at Rosecrans
Hayward MAP WEBSITE The Majestic
Healdsburg WEBSITE Healdsburg Glen Apartments
Hollister WEBSITE Vista de Oro Apartments
Holtville WEBSITE Fern Crossing Apartments
Huron MAP WEBSITE Alicante Apartments
King City MAP WEBSITE King's Station
King City WEBSITE Creek Bridge Apartments
Lakeport WEBSITE Martin Street Apartments
Lemoore MAP WEBSITE Montgomery Crossing
Linda WEBSITE The Grove Apartments
Lindsay WEBSITE Sequoia Villas
Live Oak WEBSITE Kristen Court Apartments
Livingston WEBSITE The Orchards on Newcastle
Los Angeles WEBSITE Paradise Arms
Los Angeles WEBSITE PATH Villas at Del Rey
Madera WEBSITE Arborpoint Apartments
Mammoth Lakes MAP WEBSITE Aspen Village at Mammoth Creek

State City Map Website Development
Mammoth Lakes WEBSITE Mammoth Lakes Family Apartments II Merced WEBSITE Woodbridge Place
Millbrae WEBSITE Dolores Lia Apartments
Napa WEBSITE Napa Courtyards
Oakland 6733 Foothill Project
Oakley MAP WEBSITE The Courtyards at Cypress Grove
Orland WEBSITE Paigewood Village
Oroville MAP WEBSITE Hillview Ridge
Oroville WEBSITE Hillview Ridge II
Oxnard MAP WEBSITE Colonial House
Oxnard WEBSITE Gateway Station Apartments
Parlier WEBSITE Avila Avenue Apartments
Pittsburg WEBSITE Stoneman Apartments
Porterville WEBSITE Villa Siena
Porterville MAP WEBSITE Sequoia Village at River's Edge Porterville WEBSITE Newcomb Court
Red Bluff MAP WEBSITE Meadow Vista Apartments
Red Bluff MAP WEBSITE Vista Ridge
Redway WEBSITE Redwood Village
Richmond WEBSITE The Terraces at Nevin
Riverbank MAP WEBSITE Riverbank Family Apartments
Riverbank WEBSITE Riverbank Central Apartments
Rohnert Park WEBSITE Redwoods at University District
Salinas WEBSITE Tresor Apartments

State City Map Website Development
San Jose WEBSITE Mayfair Court
San Jose WEBSITE Willow Pointe
Sanger WEBSITE Sanger Crossing Apartments
Santa Maria WEBSITE Rancho Hermosa
Santa Rosa WEBSITE Sonoma Gardens
Sebastopol Woodmark Apartments
South Gate MAP WEBSITE Calden Court
South Lake Tahoe WEBSITE The Aspens at South Lake
Truckee WEBSITE Frishman Hollow
Truckee MAP WEBSITE Henness Flats Apartments
Truckee WEBSITE Pacific Crest Commons
Tulare WEBSITE West Trail Apartments
Tulare WEBSITE Tule Vista
Tulare WEBSITE The Aspens
Tulare WEBSITE Mission Court Apartments
Ukiah WEBSITE Summercreek Village
Victorville WEBSITE Rodeo Drive Meadows
Waterford MAP WEBSITE Sunrise Vista Apartments
Waterford WEBSITE Waterford Gardens
Watsonville WEBSITE Pacifica Apartments
West Sacramento WEBSITE Parkside at Sycamore
Willow Creek WEBSITE Willow Creek Family Apartments
Hawaii Kihei WEBSITE Kenolio Apartments
Idaho Boise WEBSITE New Path Community Housing

State City Map Website Development
Boise WEBSITE Adare
Idaho Falls MAP WEBSITE The Buttes at Idaho Falls
Meridian MAP WEBSITE The Foothills
Post Falls MAP WEBSITE Park Ridge Apartments
Post Falls WEBSITE Parkside Apartments
Victor WEBSITE Teton View Apartments
Montana Corvallis MAP WEBSITE The Courtyards
Corvallis WEBSITE The Courtyards II
Nevada Douglas County MAP WEBSITE Summit Crest
Elko MAP WEBSITE Quail Ridge at River's Edge
Minden WEBSITE Mahogany Court
Pahrump WEBSITE The Courtyards at Mountain Fall
Reno MAP WEBSITE Aspen Terrace
Wendover MAP WEBSITE Stonecreek Apartments
Winnemucca MAP WEBSITE Mountain View Apartments
New Mexico Las Cruces MAP WEBSITE Vista Montana
Washington Pasco WEBSITE The Vineyards
Wyoming Douglas MAP WEBSITE Wind River Apartments
Evanston MAP WEBSITE Wentworth
Jackson MAP WEBSITE Snow King Apartments
Riverton WEBSITE College Hill Phase I
Riverton WEBSITE College Hill Phase II
Rock Springs MAP WEBSITE Carrington Pointe Apartments
Sheridan MAP WEBSITE The Courtyards

The Gorman & Company
Unity Council

5.2.4 1. Our vision is consitent with the CRP and build upon our ground up community needs assessment values. We will increase homeownership opportunities at the lower income levels moreso than only building rentals. At a minimum we will have 25% workforce housing for the middle income 80-150% AMI and 25% at low income levels under 80% AMI.

No requests to the LRA or Navy at this point

2. No changes to the CRP.

3. We expect to engage all stakeholders at every income level. We also will be data driven and will conduct a Concord rental and homeownership income bandwidth analysis to determine the deepest need populations within Concord and the surrounding area. Our entire concept is to serve the entire income spectrum to include the missing middle income and 80-150% AMI.

4. We achieve 100% affordable on a daily basis, so 25% is not an issue.

5. Same as CRP. It’s a logical phasing of homes following the natural buildout of infrastructure.

6. We do not use real estate investment metrics and they should not be used when it comes to delivering what the community needs. We will simply outperform all other competitors.

7. Project labor agreements are a little premature at this stage and are so for any seasoned developers.

8. Open RFPs will be on our menu of development opportunities.

9. Every accommodation will be made to make this happen.

10. All of our team members are skilled in jump starting jobs, academics and R& D.

11. The City wide park will be funded by Housing and Community Dept. grants.

12. The buffer will be the remediation point and maintained by open space funds.

13. Bikes are an integral part of our pedestrian, green corridors.

14. All homes and commercial buildings will be net zero and all electric.

15. We have negotiated many former military base purchases and understand the underlying issues.

16. We will hire our own independent environmental audit firm.

17. We will use infrastructure bonds and Whitehouse Justice 40 funds which are $900Billion strong and unspent.

5.2.7

July 14, 2023

Berah McSwain
Partner | Capital Markets
SEP | Sovereign Equity Partners
Via Electronic Mail: ([email protected])
Mr. Israel Mora
Administrator
Local Reuse Authority
City of Concord
1950 Parkside Drive
Concord, California 94519

Re: MOU for Concord

Dear Administrator Mora,

On behalf of Sovereign Equity Partners (“SEP”) and our Housing America Partnership (“HAP”) colleagues, we are pleased to submit our qualifications for the implementation of the Concord Naval Weapons Station Reuse Project Area Plan.

SEP brings 100 years of combined real capital markets experience to the Concord HAP project. In partnership with its Korean Capital Platform (Genesis Commercial Capital), the SEP team has funded over $1.5 Billion in direct debt and equity investments in the United States since 2021. The SEP/GCC team is also developing over 1,500 units of workforce housing currently in pre-development. The HAP Platform is the Impact Investing arm of SEP and promotes a community first investment approach . We believe that by first solving for impact value creation, as articulated by the City of Concord and its community members, we can deliver returns commensurate with market expectations and in accordance to the highest fiduciary standards. Once the terms are negotiated we will finalize our finance agreement.

We look forward to discussing questions regarding Housing America Partners and our role with respect to capital structure for its implementation in greater detail.

Sincerely,

Berah

Berah McSwain
Partner | Capital Markets
SEP | Sovereign Equity Partners

Project Labor Agreement

It is too early to negotiate such matters on such a complex build process. Also, all affordable building follows federal labor laws to start.

THE UNITY COUNCIL FIRM OVERVIEW
Founded in 1964, The Unity Council (TUC) is a non-profit social equity development corporation with over 40 years of experience developing, owning, and managing affordable housing in the City of Oakland.

Our programs, which extend beyond real estate development, aim to provide the community with the tools, knowledge, and resources to transform their lives and ultimately achieve their long-term educational, career, and financial goals. We envision an equitable, united, and engaged community where people have the power to shape their lives, and where everyone can work, learn, and thrive.

In practice, we employ a comprehensive strategy to assist individuals and families in building assets by focusing on economic, social and neighborhood needs. These holistic services reach over 10,000 clients annually in five languages:

Early childhood education includes Head Start which annually serves more than 700 families of preschoolers, infants, toddlers, and pregnant women through prenatal, home based, and center-based services.
 Youth programs include several innovative and impactful programs to support marginalized Oakland youth in attaining educational and employment goals, such as Latino Men and Boys, Latinx Mentoring & Achievement for female-identified and non-binary youth, Oakland Youth Engaged, Earn & Learn East Bay, and STEP (Success, Training, Education, and Planning) program.

Through these programs youth also have greater access to health care and healthy activities and experience reduced violence.
 Community programs include housing access and navigation services, food distribution, and daily operation of the Fruitvale-San Antonio Senior Center, which offers recreation, exercise, lunch, and supportive services for local seniors. The Unity Council organizes and executes events throughout the year to promote local businesses and safe streets, such as Día de los Muertos, a community festival that attracted more than 70,000 festival goers last year.  Economic development programs include sector-specific job training, individual employment, and financial coaching, tax preparation assistance, and job training and direct job experience for individuals with barriers to employment, such as criminal justice system involvement. The newly created Business Assistance Center and Onward Oakland, an 18-month program for businesses financially impacted by COVID-19, provide one-on-one consulting, technical assistance in marketing, financial resource navigation, business management, and referrals to help over Oakland businesses thrive.
 Real estate development includes the acquisition and/or rehabilitation of existing multifamily properties, new construction of affordable and market rate housing, development of commercial and community serving spaces, partnering with local service providers to assess space needs, property management services, and resident services coordination.

TUC is governed by a volunteer Board of Directors recruited from a diversity of professional and personal backgrounds. We employ almost 300 highly skilled and committed full-time staff across the organization.

The work of the organization is overseen by our Senior Executive Team and led by Chris Iglesias, Chief Executive Officer. The majority of TUC’s Senior Leadership team and Board of Directors are underrepresented and/or minority groups, and TUC’s 300 employees are 70% Latino, 13% Black, and 8% Asian.

THE UNITY COUNCIL SERVES CONCORD
In 2013, The Unity Council opened the Cesar Chavez Childcare Center to provide high-quality free childcare to families in the Monument Corridor community. Over the past decade, the program has grown to serve over 276 families in both center-based and home-based care models on a daily basis.

Our home-based services include home visits and socialization experiences for pregnant mothers, newborns and preschoolers. Home visits help to build a strong relationship between staff and families.

Parents and staff develop an educational plan together for the child, and staff support the parents in reaching their own goals and accessing community resources.

Our early childhood education program uses a play-based curriculum designed to meet each family where they are on the path to school readiness and meeting each child’s full potential. Our teachers make every effort to speak with children and their parents in their home language. We offer services in at least eight (8) languages throughout seven (7) head start and early head start sites throughout Oakland and Concord, with our Cesar Chavez site being the largest. Parents are fully engaged and part of their child’s success and are offered wrap around services to their families that include food distribution, enrollment in safety net services, and subsidized childcare.

FESTIVAL LATINO
In celebration of Hispanic Heritage Month and in collaboration with Concord City Councilmember Dominic Aliano, The Unity Council created the now annual Festival Latino, a free outdoor festival in the vibrant, culturally rich Monument Corridor. The event features world-class live music, family-friendly games, activities, and traditional Latin American artisans.

COMMUNITY ORIENTED REAL ESTATE DEVELOPMENT

The Unity Council Real Estate Development team works to increase and preserve the affordability of the neighborhoods in which we work. Although providing housing - through new construction and the preservation of existing properties - is our priority, we welcome opportunities to include community and commercial spaces within projects. TUC understands that economic opportunities are just as important as housing options and that our community partners are critical to our client's success.

Our highly skilled team has experience in all phases of project development, including site acquisition, managing design and entitlements, securing project financing, and overseeing construction completion. Each potential development site is evaluated carefully to ensure it is located near quality-of-life amenities such as transit, schools, health clinics, parks, and shopping.

On every project, the architectural team is carefully selected to ensure it has the right design aesthetic for the surrounding neighborhood as well as the appropriate experience. As the owner, developer, and property manager, TUC is deeply committed to the long-term health, maintenance, and quality of each of our properties. We are proud that our developments have won national recognition for excellence and innovation and continue to inspire the next generation of leaders. The Fruitvale Transit Village, which opened in 2004, is the subject of several recent new articles and research reports and is still frequently cited as a model of transit-oriented development.

The Unity Council’s residential portfolio includes affordable and market-rate housing for families, seniors, and special needs households. We specialize in high-density infill development and work closely with the local community to plan and design buildings that are contextual, and that will meet the needs of neighborhood stakeholders as well as future residents. In addition, The Unity Council has developed over 200,000 square feet of commercial, retail, civic, and community serving facilities, including a public library branch, charter high school, senior center, health clinic, early education center, and a career resource center.

A complete list of our previously developed projects is attached.

HIGHLY SKILLED PROPERTY MANAGEMENT

• Provided property management services since 1977.
• Manage a growing portfolio of roughly 400 affordable and market- rate apartments.
• Long-term owners and property managers of over 150,000 square feet of commercial space with a diverse array of tenants, including the City of Oakland, ARISE High School, Google, Merritt College, award-winning cafes and restaurants, and several local artisans.

The property management staff of TUC is highly skilled and experienced in the affordable housing field. Staff are responsible for providing a wide range of services, including responding to resident requests and concerns, carrying out day-to-day maintenance, and coordinating capital improvements such as roof replacements. Property Managers monitor property waiting lists, fill vacancies promptly when they occur, perform tenant screening, and carry out annual income certifications.

The buildings in TUC’s portfolio represent a tremendous community asset, one that the staff has pledged to protect. This commitment and care are evident in the excellent condition of TUC’s properties, including those that have been in operation for four decades or more.

HOLISTIC AND CULTURALLY COMPETENT

RESIDENT SERVICES

As a housing provider for over 40 years, TUC has seen the tremendous impact that our services program has made in the lives of our residents, helping them to achieve their life goals and maintain stable housing. Our program provides personalized, supportive services to all families and individuals living in our housing communities. The goal of our Resident Services program is to empower residents by educating them about available community resources, and also to serve as an advocate for residents by educating service providers and local agencies regarding their needs.

Each of our properties is staffed with resident service coordinators who provide one-to-one non-clinical case management for residents who need additional support. Also, TUC delivers a comprehensive array of programs designed to help families and individuals form and strengthen social connections, develop new skills, and maintain the best possible physical, emotional, and cognitive health. These programs include social and recreational activities, community gardening, exercise and health classes, nutrition, volunteer opportunities, translation assistance, financial literacy workshops, transportation, intergenerational interaction, and service linkages.

Aubra Levine
Director of Real Estate Development
[email protected]
510-535-6112 Office

The Unity Council
1900 Fruitvale Ave, Suite 2A
Oakland, CA 94601
www.unitycouncil.org
Contact us!

The Unity Council
Real Estate Portfolio - Completed and Planned

Year
Completed
Project Name Construction
Type
Type of
Project
Total
Residential
Units
Commercial
Space
The Unity Council's
Role
1977 The Unity Council Main
Office
New
Construction
Commercial
- Community
- School
0 23,500 Owner
Developer
Property Manager
1977 /
2020
Posada de Colores New
Construction /
Rehab
Senior 100 0 Owner
Developer
Property Manager
Service Provider
1998 Las Bougainvilleas New
Construction
Senior 68 0 Owner
Developer
Property Manager
Service Provider
2004 Casa Velasco Rehab Senior 20 0 Owner
Developer
Property Manager
Service Provider
2004 Fruitvale Transit Village
(Phase I)
New
Construction
Mixed Use &
Mixed-
Income
47 160,500 Owner
Developer
Property Manager
2011 Fruitvale Community
Center
Rehab Community
and Cultural
Center
0 21,000 Owner
Developer
Property Manager
2018 Rosewood
Berkeley, CA
N/A Family 35 0 Property Manager
2018 Lorin Station
Berkeley, CA
N/A Family 14 8,000 Property Manager
2019 Casa Arabella(FTV Phase
IIA)
New
construction
Family and
Veterans
94 0 OwnerDeveloperServi
ce Provider
2020 2700 International Blvd N/A Commercial 0 22,500 Owner Property Manager

All projects located in Oakland, CA unless otherwise specified above. 2020 1921 36th Ave Acq/Rehab Family 8 0 Owner
Developer
Property Manager
Service Provider
2020 2022 36th Ave Acq/Rehab Family 17 0 Owner
Developer
Property Manager
Service Provider
2020 2000 36th Ave Acq/Rehab Family 55 0 Owner
Developer
Property Manager
Service Provider

Our Children &
Family Services
Our Head
Start and
Early Head
Start program
reaches over
900 families
across
Oakland and
Concord
every day.
www.unitycouncil.org * [email protected] * (510) 535-6900 Facebook: The Unity Council * Twitter: @TheUnityCouncil * Instagram @The_Unity_Council
Our early child-development play-based curriculum is designed to meet each family where it’s at on the path to school readiness and meeting each child’s full potential. We make every effort to speak with children and their parents in their home language, and we offer services in at least eight languages.

Parents are fully engaged and part of their child’s success. Parents can serve on the Parent Committee at every Center, which is the governing body that provides oversight for that program location. The Parent Committee prepares parents to advocate for their children family and community as a whole. At monthly parent meetings, we provide training and resources to help parents bring our classroom teachings into their home.

Our Family Advocates are paired with every child’s family to connect them to extensive community resources and make sure that parents are accessing every public benefit available to them. This inclusive model of service delivery and collaboration strengthens children, families and the communities in which they live.

About Head Start and Early Head Start
Center-Based and Home-Based Care
Depending on the needs of our families, location, and availability, we offer both Center-based and home-based care.

Center-based programs take place at one of our seven locations in Oakland or Concord. Each Center offers a variety of schedules to meet family needs. Hours vary from part-day or full-day at the Center, according to parent’s needs and availability. Every Center serves children infant – 5 years old.

Home-based services include home visits and socialization experiences for pregnant mothers, newborns, and preschoolers. Home visits help to build a strong relationship between staff and families. Parents and staff develop an educational plan together for the child’s week, and staff supports the parents in obtaining their own goals and accessing community resources. Home-based services include weekly playgroups with other children and families enrolled in the program at one of our Centers.

All programs offer educational and early childhood development services, health and nutrition education, advocacy, social services and assistance with community resources.

www.unitycouncil.org * [email protected] * (510) 535-6900 Facebook: The Unity Council * Twitter: @TheUnityCouncil * Instagram @The_Unity_Council
Where We Work
Oakland
Cal-SAFE Center
2615 E 15th St, Oakland, CA. 94601
Wilma Chan Center
7980 Plymouth Street, Oakland, CA. 94621
St. Mary’s Preschool Center*
PO Box 23403, Oakland, CA 94623
Concord
Cesar Chavez Center
1187 Meadow Lane, Concord, CA 94520
Oakland
Yazmin Jara Center
1900 Fruitvale Avenue, Suite 1C,
Oakland, CA 94601
De Colores Center
1155 35th Avenue, Oakland, CA 94601
Thurgood Marshall Center
1117 10th Street, Oakland, CA 94607
Foothill Square Center
10700 MacArthur Boulevard, Suite 10,
Oakland, CA 94605

Kevin Kellogg

PACIFIC NORTHWEST

MARKET PRESIDENT
Creative and dynamic Housing Development Executive with over 30 years’ experience in affordable housing and
community real estate development. A strategic influencer with an entrepreneurial mindset who is adept at simplifying complex concepts and turning theory into action. A unifying communicator experienced in working with diverse groups.

Extensive experience in executive management, business
development, community engagement, operations and
construction management. Industry expertise includes
affordable housing finance and policy, transit-oriented development, architecture and urban design, brownfields and public-private partnerships.

S U M M A R Y

E X P E R I E N C E
PNW Market President / 2022 - Present
Director Real Estate Development / 2020 - 2022
Lead and Manage Real Estate Development programs of the Pacific Northwest office of Gorman & Company, a national affordable housing development firm with offices in
Portland, Denver, Phoenix, Atlanta, Chicago and Madison WI. Gorman & Company develops housing and revitalizes
neighborhoods through Innovative partnerships. For over 30 years, Gorman has developed high quality multifamily
housing, adaptive reuse of historical structures, community spaces and repositioned and redeveloped portfolios for
numerous public housing authorities across the country.

Lead business development and manage key co-
development partnerships. Originate and develop affordable LIHTC projects. Oversee construction management for
commercial and institutional development. Creative
problem-solving and leadership with partner organizations including policy development and grant research.

Gorman & Company
Hacienda Community Development Corporation
(971) 837-5040
[email protected]
Portland, OR
Corporate Mailing:
200 N. Main Street
Oregon, WI 53575
P
E
L
A

C O N T A C T

E D U C A T I O N
Harvard University
Graduate School of Design (GSD)
1990
Arizona State University (ASU)
1984
Master of Architecture in Urban
Design
Bachelor of Science: Architecture
City of Santa Fe, Office of Economic Development
Asset Development Manager / 2019 - 2020
Managed real estate assets and redevelopment with the
strategic goals of social equity, economic vitality and ecological resilience. Negotiations with developers and stakeholders. Managed complex land reconveyance.

Rafael Tudor

DIRECTOR OF

ARCHITECTURE
Rafael has a deep appreciation for residential and mixed-use design. He believes it is the most personal type of design that an architect can take on. Rafael was most excited to join Gorman & Company as they work to provide solutions to the country’s growing housing crisis. Rafael holds degrees in Architecture and Real-Estate Development. His experience consists of various types of design, comprising of Healthcare, Commercial, Hospitality, Civic and large-scale Multi-Family work, totaling close to a 20-year career. He has also worked in various management roles in Architecture, Construction and Real-Estate Development.

S U M M A R Y

E X P E R I E N C E
Director of Architecture / 2021 - Present
As the Director of Architecture, Rafael oversees a team of 30 design professionals, over 7 different markets. His
responsibilities are to direct the business of architecture within Gorman, but also ensure that the quality of work meets all of the affordable housing requirements and the work is coordinated at the highest level. Rafael is supported by the Director of Design and market-specific Lead
Architects, each of whom represent one of the seven
markets.

Gorman & Company
(608) 835-3900
[email protected]
Oregon, WI
Corporate Mailing:
200 N. Main Street
Oregon, WI 53575
P
E
L
A

C O N T A C T

E D U C A T I O N
Illinois Institute of Technology (IIT)
Bachelors Architecture
Masters of Real Estate Development
Prior Experience
Worked on the design of Expo Dubai 2020, which consisted of a highly acclaimed 200ft diameter trellis center piece for the Expo (Al Wasl Plaza), along with three office buildings and two hotels surrounding the Plaza; the project was
estimated at 2.1b in development cost
Worked on Multi-Family project of 755,000sf complex high- rise development in downtown Boston ($500m project)
Designed and oversaw large-scale development consisting of Multi-Family, Retail and Office in Dunwoody GA, estimated at 2b
700 unit Multi-Family project in Scottsdale AZ; estimated at $500m

Nate Stark

DIRECTOR OF DESIGN
Nate’s experience is construction at a young age lead him into the profession. Nate holds a degree in Sustainable Structures giving him an early understanding of the push for energy efficient buildings. His past 16 years in Architectural firms has given him a broad range of experience in different types of construction. Nate has recently been promoted to Director of Design taking a national roll managing everything from feasibility studies to design consultation for projects across the Gorman & Company portfolio. His past
experience Chairing a Planning and Zoning commission and Board of Adjustment and Appeals gives him a strong
understanding of municipalities entitlement process.

S U M M A R Y

E X P E R I E N C E
Director of Design and previous role / 2018 - Present
Over the course of five years as Lead Architect for Colorado Nate has been Architect and managed the design of over
500 units of housing across the state.

Past voluntary experience as Chair of the Planning and
Zoning and the Board of Adjustments and Appeals has given him a unique perspective and ability to work through
entitlements on complicated projects. He is passionate about design and the collaborative process necessary for a
project’s success.

Gorman & Company
(608) 835-3900
[email protected]
Steamboat Springs, CO
Corporate Mailing:
200 N. Main Street
Oregon, WI 53575
P
E
L
A

C O N T A C T

E D U C A T I O N
Registered Architect in Colorado and
member of the AIA
Other Experience
Western Colorado University
Bachelors of Sustainable Structures

Rachel Snethen

DIRECTOR OF DEVELOPMENT

COORDINATION
Serving on the Executive Leadership Team and focused on Development, Marketing, and overseeing the EB-5 Regional Center, she leads the corporate based development teams by providing training, mentorship, quality assurance, and implementing best practices among the development team.

She also serves a key role in development by working to manage efforts between various funding partners through closing, construction, and stabilization. In her role of overseeing the EB-5 Regional Center, she leads all activities including writing business plans, researching project job creation, and directing market/impact studies for projects.

Ms. Snethen serves as a key communicator between
attorneys, economists, developers, and marketing partners in and across the world, and has helped the firm raise $30 million in EB-5 funds for the regional center.

S U M M A R Y

E X P E R I E N C E
Director of Devleopment Coordination and other various roles / 2010 - Present
Supervise, train, and assist Development Coordinators and Marketing with all projects, systems, processes, and procedures in the coordination of development projects and marketing needs. Develop and maintain all policies, procedures, and training programs for the development department. Provide supervision and quality control for requests for proposal responses for potential future development opportunities.

Directly oversee Regional Center and maintain government reporting for 60 individual foreign investors valued at $30 million. Write business plans that correspond to the financial needs of a given project and provide supporting detail to support the plan. Work with the Development Coordinators and
Regional Market Presidents in the coordination of developments from inception through lease up, with tasks including, but not limited to: preliminary market studies; creation and maintenance of checklists; submission of funding applications; submission of follow-up documentation as requested by funding sources; due diligence for securing investors and lenders; coordination of due diligence as a project moves to closing – work with multiple funding sources.

Gorman & Company(608) 835-7155
[email protected]
Oregon, WI
Corporate Mailing:
200 N. Main Street
Oregon, WI 53575
P
E
L
A

C O N T A C T

E D U C A T I O N
Franklin University
Franklin University
Master of Business Administration (MBA)
Bachelor of Science: Management
Madison College
Associate: Real Estate
Affiliations
Commercial Real Estate Women (CREW)

Zach Johnson

PACIFIC NORTHWEST

MARKET PRESIDENT
Zach Johnson serves as the Director of Housing Finance, providing oversight and support on financing structure and HUD processes, with a primary focus on Gorman’s Public
Housing Authority relationships. Since joining Gorman in 2008, Mr. Johnson has led Gorman’s deal structuring and financial underwriting efforts across all our national markets.

Mr. Johnson has extensive experience with the RAD
Program and other HUD programs, concentrating on
structuring projects with Low Income Housing Tax Credits and other affordable housing resources.

S U M M A R Y

E X P E R I E N C E
National Director of Housing Finance / and other various key roles 2008 - Present
Manage corporate relationships with equity syndicators, investors, lenders, soft funding sources, industry leaders, etc.

Negotiate ownership/partnership documents with national debt and equity partners. Structure complex legal document terms with development partners, local government staff, and attorneys. Oversee the design and construction teams in order to oversee design, accurately budget and complete construction. Interface with HUD personnel, Publich
Housing Authorities, State Housing Finance Agencies, City and County Staff. Extensive knowledge of federal program regulations (Rental Assistance Demonstration, 24 CFR Part 983 – Project Based Voucher Regulations, Section 42,
Section 47 etc.). Comprehensive RAD experience. Managed the closing of approximately $200 million in RAD
development totaling more than 1,000 units. Directed the closing of $300+ million of completed and placed in service development totaling more than 1,500 units of rental
housing and approximately $135 million of development
currently under construction. Develop and foster
partnerships with Public Housing Authorities, non-profit partners, local governments, service providers etc.

Gorman & Company
(608) 338-9444
[email protected]
Denver, CO
Corporate Mailing:
200 N. Main Street
Oregon, WI 53575
P
E
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A

C O N T A C T

E D U C A T I O N
University if Wisconsin -
Whitewater
Affiliations
Bacherlor of Business Administration
Major: Finance with emphasis in
Real Estate
National Association of Housing and
Redevelopment Officials (NAHRO)
Rental Assistance Demonstration (RAD)
Collaborative

Ron Swiggum

VICE PRESIDENT OF

CONSTRUCTION
A leader with almost 30 years of experience in the
construction industry including project management,
price/cost controls, budgetary and competitive estimating, coordination of design professionals, space planning, life cycle costing, contract administration, development and training of personnel, strategic business planning, risk management, staff leadership, P&L oversight, and customer relations. An outgoing communicator with a driven work ethic and proven capabilities to deal with people at all levels.

S U M M A R Y

E X P E R I E N C E
Director of Construction, Acting VP / 2009- Present
Oversee all aspects of a $8-140 million dollar construction company within an integrated development, construction, architectural and management company specializing in
LIHTC projects. Responsible for leading the team to
profitable outcomes while managing the Total Development Cost and scheduling of each project within the parameters of the respective QAP. Have created and implemented
systems of due diligence, best practices, operational
continuity, checklists, and accountability. Have created detailed estimating approaches with extensive network of vendors. Responsible for all hiring, firing, training, and team building. Supervise draws, financial performance, bonding, and investor reporting. Set management and quality controls for architecture and development departments to ensure
benchmarks are being met.

Gorman & Company
(608) 576-5915
[email protected]
Oregon, WI
Corporate Mailing:
200 N. Main Street
Oregon, WI 53575
P
E
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A

C O N T A C T

E D U C A T I O N
University of Wisconsin - La
Crosse
American Institute of Architects, Allied
Member
OSHA Certifications
Licensed in Various States across the US
Bachelor of Science & Business
Management Minor
Bachmann Construction Company
Senior Project Manager / 1998-2009
Played and integral role in increasing annual volume from $2 million to over $44 million while simultaneously increasing margins through contract negotiations, TQM and strategic planning. Vital in allocating 120 tradesmen, tools, and equipment to over 400 projects annually.

Housing America Partners

Via Electronic Mail: ([email protected])
July 14, 2023
Mr. Israel Mora
Administrator
Local Reuse Authority
City of Concord
City Hall
1950 Parkside Drive
Concord, California 94519
Administrator Mora:

On behalf of Housing America Partners, we are pleased to submit our qualifications for your consideration in response to the Request for Master Developer Qualifications for the Concord Naval Weapons Station (CNWS or Concord Base) Reuse Project Area Plan Implementation issued on May 15, 2023.

We are a consortium of leading non and for profit affordable and workforce housing builders in northern California and believe that social housing developers, not market rate developers, should lead the home building process for the Concord base.

We believe that the IRR driven negotiations of market rate developers are misdirected and misguided. We firmly believe that highly committed and experienced affordable and workforce developers have the private and public funding resources and technical execution to deliver what the Concord community needs much better than narrowly focused for profit developers dwell on.

As social housing professionals, we believe in the City of Concord, its community values, and aspirations for its people. For many casual observers, it was plain to see that the last attempts at plan implementation were diametrically opposed to the aspirations of many Concord citizens.

As community leaders with tens of thousands of homes delivered and hundreds of years of combined experience, we deliver affordable and workforce housing 100% of the time and on a daily basis. We are skilled in accessing local, county, state and federal funding for transportation, schools, parks, infrastructure and, of course, housing. Presently, we have a combined development pipeline in excess of 8,000 housing units, with a valuation well over $6 billon in many deserving communities throughout the western United States.

Unlike many large market rate developers that default on loans, without caring what dreams and aspirations they've crushed in communities across the US, we are committed to serving our DocuSign Envelope ID: B82ABC80-0A81-488F-A91F-DF49E4A80651

communities now and in perpetuity. Market rate developers are committed to their higher return IRR assets.

We share the goal of Concord’s indigenous and diverse ethnic communities to implement a plan centered on social equity quality housing and services which everyday workforce citizens like nurses, first responders, teachers, cab drivers, construction workers and most workers can afford.

We further recognize that local labor organizations are fighting to have livable wages - not the poverty wage model that billionaires profit from at the expense of our men and women struggling to pay their rents and locked out of homeownership. We find it shameful that construction workers across our region are often unable to afford the homes they build. We believe the current status quo based on uneven negotiations between billionaires and the public lands is a disservice to the average citizen and that it would be unconscionable to permit going forward.

Our HAP platform brings together the experience, technical expertise, finance, and construction resources to deliver what no other group can – a home for every Concord citizen at a price they can afford. The most salient features of our proposal includes:
100% Labor Led
25% Affordable Housing Rentals for incomes under 80% AMI 25% Affordable homeownership for middle incomes between 80%AMI and 150%AMI
50% Market rate homes for the balance of homes.
100% Net Zero, All Electric Homes
Unlike our competitor RFQ applicants, The Housing America Partners (HAP) is comprised of the leading committed local developers that will not walk away from the Social Housing the community is asking for and needs so desperately, and we are:

Unity Council – The Unity Council - a successful local housing and services non-profit with over a decade serving the Concord community.

The Pacific Companies – California’s and America’s #1 Rental Affordable Housing Developer serving the lowest AMIs by building the most efficient modular homes on the market.

Pacific Housing West - Justice40 Whitehouse National Infrastructure & Homeownership project award with 2,000 unit SF pipeline. 25 years of tax credit and bond experience and market rate housing.

DocuSign Envelope ID: B82ABC80-0A81-488F-A91F-DF49E4A80651

Gorman and Company - one of America's largest workforce and affordable builders with a record of executing a broad range of redevelopment and placemaking projects, including rental assistance demonstration projects and multiple brownfield redevelopments, successfully delivering affordable, workforce and market rate housing, along with retail and hospitality projects.

Rogal Projects - Napa & Sonoma counties most successful market rate developer with a 2,000 unit pipeline. Rogal will finish master planning and bring in market rate production builders as needed.

Sovereign/Genesis Capital – one of California's most active private real estate investment provider investing over 1.5 Bill over last 18 months and $4Billion over last 3 years.

As stewards of the Concord Naval land and taxpayer resources we urge you to support our RFQ and RFP for the benefit of all people of Concord, especially the marginalized hardest working lower and middle class.

DocuSign Envelope ID: B82ABC80-0A81-488F-A91F-DF49E4A80651

Respectfully submitted,

Dan Jimenez
Director
Pacific Housing West
https://pachousing.com/

Aubra Levine
Vice President, Real Estate Operations
The Unity Council
https://unitycouncil.org/

Mike Kelly
Business Developer
The Pacific Companies
https://www.tpchousing.com/

Kevin Kellogg
President, Pacific Northwest Region
Gorman and Company
https://www.gormanusa.com

Keith Rogal
Founder
Rogal Projects
http://www.rogal.net

Berah McSwain
Partner, Capital Markets
Sovereign Equity Partners
https://www.sovereignep.com

Jacob Adiarte
Local 22 Carpenter’s Union
http://www.local22.org/

DocuSign Envelope ID: B82ABC80-0A81-488F-A91F-DF49E4A80651

11011
Ser BPMOW/127
June 13, 2023

VIA ELECTRONIC MAIL

Mr. Guy Bjerke
Director, Economic Development & Base Reuse
City of Concord
1950 Parkside Drive, MS/56
Concord, CA 94519
Email: [email protected]

Dear Mr. Bjerke:

SUBJECT: CITY OF CONCORD’S MASTER DEVELOPER SELECTION PROCESS AND

SCHEDULE FOR THE REDEVELOPMENT OF THE FORMER NAVAL

WEAPONS STATION (NWS) CONCORD

The Navy is encouraged to see the subject expedited solicitation schedule for the City’s third attempt to select a master developer for implementation of the City’s Community Reuse Project (CRP) Area Plan (Area Plan, hereafter). As stated in the City’s May 9, 2023 Staff Report and May 15, 2023 Request for Master Developer Qualifications (RFQ), the following key milestones were identified for developer selection:

 Submittal of Statement of Qualifications due to the LRA: July 14, 2023  Interviews with City Council and Selection of Master Developer: August 26, 2023  LRA Finalization of Exclusive Negotiation Agreement (ENA) with Selected Developer: September 19, 2023

It is noted that the City’s schedule will support the initiation of negotiations for an Economic Development Conveyance (EDC) Term Sheet with the Navy no later than February 2024. Our team has modified contracts, realigned funding to support extended property management services and communicated revised property conveyance expectations to Navy leadership as a result of the prior developer’s termination. It is imperative that the City and Navy reengage on productive EDC negotiations in a timely manner. If the City’s established developer selection schedule cannot be upheld, it is our responsibility to assess other viable means to accelerate transfer and redevelopment.

With regard to the revised RFQ criteria, we are pleased to see the City’s consideration of of developers’ experience with environmental remediation projects (Section 5.2.4, Question 16,

partnering and integration of remediation and redevelopment activities has proven effective for expedited reuse at other BRAC installations and for efficient management of environmental land use controls.

DEPARTMENT OF THE NAVY

NAVAL FACILITIES ENGINEERING SYSTEMS COMMAND

BASE REALIGNMENT AND CLOSURE

PROGRAM MANAGEMENT OFFICE WEST
33000 NIXIE WAY, BLDG 50 Suite 207
SAN DIEGO, CA 92147

2 11011
Ser BPMOW/127
June 13, 2023

Finally, a comment of concern regarding the content of the RFQ. The City’s RFQ seeks recommendations for changes to the Area Plan in Section 5.2.4, Question 1, Page 31. The Navy has invested significant resources in personnel and funding to align environmental planning and permitting efforts consistent with the Area Plan. The Area Plan has been and continues to be the basis for the reasonably-foreseeable future land uses in the Navy’s environmental cleanup analyses and efforts. Please be advised that further changes to the Area Plan may have adverse impacts to environmental planning, resource permitting, environmental remediation analyses, etc., thus causing further delays of property transfer. The Navy recommends that the City carefully consider any proposed modifications to the Area Plan and seek to balance these considerations prior to our reengagement on the EDC.

We wish the City well in its selection process and look forward to working further with you and your team.

Sincerely,

ERICA L. SPINELLI
Base Closure Manager
By direction of the Director

From: Hope Johnson <[email protected]>
Sent: Friday, August 11, 2023 10:40 PM
To: Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Obringer, Carlyn <[email protected]>; Aliano, Dominic <[email protected]>; Nakamura, Laura <[email protected]> Cc: Bjerke, Guy <[email protected]>; City Clerk <[email protected]> Subject: Re: Agenda & Staff Report for August 26 Master Developer Selection Meeting It's a real loss that the City of Concord will not benefit from the competitive process of having more than one developer vying for the rare opportunity to develop the CNWS. Something is not working with the process when developers don't want to work with Concord on this and it's shameful Council has allowed the exact same staff to remain in place after all these years of mediocre performance. We all recognize Council's reluctance to admit it, but this is not the right team to lead the project. Change it before it's too late. No one in the private sector would still be managing a project after all that has happened. Please consider options before the meeting on this to have at least one, and preferably two, other developers competing with Brookfield so that Concord can get the best deal from competitive negotiations.

Hope Johnson
Concord Resident
-----Original Message-----
From: Bjerke, Guy <[email protected]>
Sent: Aug 11, 2023 12:03 PM
To: Bjerke, Guy <[email protected]>
Subject: Agenda & Staff Report for August 26 Master Developer Selection Meeting

T
he agenda and documents (staff report, summary table, SOQs) for the August 26, 2023 Master Developer Selection meeting have been posted to the City of Concord website here: View Meeting - OnBase Agenda Online (concord.ca.us)
If you have any questions after reviewing the documents please contact me via email or voicemail at the number below.

Thanks for your continued interest in the Base Reuse Project.

Guy Bje rke
Director, Economic Development & Base Reuse
City of Concord | Website: www.concordreuseproject.org
Direct: (925) 671-3076
1950 Parkside Drive, MS/56, Concord, CA 94519
 [email protected]
Benched Correspondence
Agenda Item No. 2.a
August 26, 2023

From: Bjerke, Guy <[email protected]>
Sent: Sunday, August 13, 2023 7:06 PM
To: Barone, Valerie <[email protected]>; Ezell, Justin <[email protected]>; Brown, Susanne <[email protected]>; Ortega, Jennifer <[email protected]>; Fockler, Joelle <[email protected]> Cc: McAuley, Wendy <[email protected]>; Mora, Israel <[email protected]>; Ryan, Joan <[email protected]> Subject: Re: Questions on Brookfield

*This email is being sent to all Council members*

Brookfield has replied to the questions asked in the RFQ – one of which is about the buffer for the project between Willow Pass Road and the North Concord BART station.

Brookfield’s answer reflects the policies found in the adopted Area Plan (2012) and in the Lennar Land- use Plan the Council agreed to use as the basis for their Specific Plan (August 2018). All decisions about the buffer will be decided by the City Council in a future Specific Plan, and after consultation with neighboring property owners and the community.

In the Summary Table – LRA staff noted that Brookfield has mischaracterized the status of the Coast Guard Property.

If Councilmembers have their own questions about the selection process or documents, I suggest you call me. If others ask you questions about the selection process or documents, I highly recommend you suggest they contact me directly.

G
uy Bjerke
Director, Economic Development & Base Reuse
City of Concord
(925) 671-3076

From: Birsan, Edi <Edi.Birsan@cityofconc ord.org>
Date: Sunday, August 13, 2023 at 5:30 PM
To: Bjerke, Guy <[email protected]>, Barone, Valerie <[email protected]>
Subject: Questions on Brookfield
Have been asked these questions by Iman Novin

."...has a land swap been arranged between Brookfield team, BART and Coast Guard as implied by the phasing plan submitted/produced by Brookfield in their RFQ response?"

""According to Eddie and George no communication with them but it's concerning Brookfield has taken it upon themselves to depict a 150-200 foot buffer for the coast guard and bart property"

"Supporting Document for - 2 - Attachment 2 - Brookfield SOQ (17257) (concord.ca.us) (https://stream.ci.concord.ca.us/OnBaseAgendaOnline/Documents/ViewDocument/Supporting%20Docu ment%20for%20-%202%20-%20Attachment%202%20-
%20Brookfield%20SOQ%20(17257).pdf?meetingId=1003&documentType=Agenda&itemId=17257&pu

blishId=22795&isSection=false) s ee bottom of page 49: Brookfield is sensitive to the need to create a buffer from Willow Pass Road/Olivera Road north to BART. Given that residents in the North Concord area have advocated for greater green space in general in the northern area of the plan, it seems the natural solution would be to devise a linear park from BART to Willow Pass, that builds on the strength of the existing Willow Pass Community Park and Pixieland Amusement Park. The additional park space could accommodate a mix of active and passive uses that respond to the neighbors’ ideas and the adjacent context. Brookfield will address the specific expectation of abutting neighborhoods by engaging residents in the community outreach process. Given that the Coast Guard site is now designated for high density development, Brookfield will work with the City and developer to determine the best configuration along the common boundary."

E
di Birsan
If you want to meet let me know.

Please take my independent survey
At www.PulseOfConcord.com

From: Bjerke, Guy <[email protected]>
Sent: Tuesday, August 15, 2023 1:02 PM
To: Barone, Valerie <[email protected]>; Ezell, Justin <[email protected]>; Brown, Susanne <[email protected]>; Ortega, Jennifer <[email protected]>; Fockler, Joelle <[email protected]> Cc: Mora, Israel <[email protected]>; McAuley, Wendy <[email protected]>; Ryan, Joan <[email protected]> Subject: Confirmation - RE: Withdrawal and Retraction - Housing America Partners

*This email is being sent to all Councilmembers*

Confirmation from the Unity Council regarding the withdrawal and retraction of HAP’s SOQ.

Guy Bjerke
Director, Economic Development & Base Reuse
City of Concord
[email protected]
(925) 671-3076

From: Aubra Levine <[email protected]>
Sent: Tuesday, August 15, 2023 12:56 PM
To: Bjerke, Guy <[email protected]>
Cc: Mora, Israel <[email protected]> ; Daniel <[email protected]> Subject: Re: Withdrawal and Retraction - Housing America Partners

H
i Guy,

Thanks for checking. Yes, confirming the withdrawal request submitted by Dan last night.

Please reach out if you have any questions.

Thanks,

Aubra Levine
Vi ce President of Real Estate Development
a l evi [email protected]
510-535-6112 Office

From: Bjerke, Guy <[email protected]>
Sent: Tuesday, August 15, 2023 9:49 AM
To: Aubra Levine <[email protected]>
Cc: Mora, Israel <[email protected]>
Subject: FW: Withdrawal and Retraction - Housing America Partners

Aubra-

We received the email below from Daniel Jimenez last night. As the only signatory to the HAP SOQ can you please confirm for me the withdrawal request by reply email?

Thank you for your assistance.

Guy Bjerke
Director, Economic Development & Base Reuse
City of Concord
[email protected]
(925) 671-3076

From: Mora, Israel <[email protected]>
Sent: Tuesday, August 15, 2023 8:59 AM
To: Bjerke, Guy <[email protected]>
Subject: Fw: Withdrawal and Retraction - Housing America Partners

Israel Mora
Executive Secretary, Economic Development & Base Reuse
City of Concord | Website: www.cityofconcord.org
 (925) 671-3001 |  [email protected]
1950 Parkside Drive, MS/56, Concord, CA 94519

From: Daniel <[email protected]>
Sent: Monday, August 14, 2023 9:33 PM
To: Mora, Israel <[email protected]>
Subject: Withdrawal and Retraction - Housing America Partners

H
ello Israel,

Respecting the time and energy of the needed to go over applications by the City of Concord, Housing America Parners respectfully withdraws and retracts our Request For Qualifications application for the Concord Naval Base project submitted on July 14, 2023.

No further assessments, deliberations and actions are needed on our part for our application and no further comments are made at this time.

Thank you,

Dan Jimenez
Housing America Partners

From: Hope Johnson <[email protected]>
Sent: Friday, August 25, 2023 2:55 PM
To: Hoffmeister, Laura <[email protected]>; Birsan, Edi <[email protected]>; Obringer, Carlyn <[email protected]>; Aliano, Dominic <[email protected]>; Nakamura, Laura <[email protected]>; City Clerk <[email protected]>
Cc: Bjerke, Guy <[email protected]>
Subject: comment re master developer selection on Aug. 26 Dear Concord City Council:

This is in response to the master developer selection meeting on Aug. 26. Many residents focus on the specific plan but I believe the following are important factors that many will not understand until it is too late to do anything about them.

Concord should have more than one developer competing for this project. Do not be deterred by the Navy's letter included on the agenda from seeking the possibility of additional developers interested in the CNWS to compete with the sole developer Brookfield without first asking the Navy its specific deadline for the signing of a term sheet and negotiating agreement. Concord will not get the best deal without other developers to compete with Brookfield. The Navy advised Director Bjerke at the tour of the CNWS in June that it will not be ready to turn over property until Spring of 2024 due to additional clean up. This should leave time for alternative options other than Concord being forced to accept any terms that put Concord at a disadvantage.

Should you choose to continue with discussions with only Brookfield for the the master developer, please consider discussion of the following.

Please ask Brookfield to confirm it has evaluated preliminary numbers enough to ensure the PLA is expected to work within a detailed term sheet. It's unfortunate that a preliminary and basic term sheet was not required so that Council and the public could see a proposed/draft framework for how Brookfield expects its proposed vision to coordinate with the PLA. Both of the previous developers also each had signed a PLA but could not make a final term sheet coordinate with the agreement, creating the need for Concord to begin the search for a new master developer. There should not a reason to wait for a month for Brookfield to address this.

Please ask Brookfield to directly commit to using some of it's own capital for the required beginning infrastructure. This infrastructure includes work that cannot be paid for by projects on the base because it has to be completed before anything can be built on the property and it is off site of the property so, by state law, cannot be paid for by development of the property (revenue generated from the property must be used only on the property itself for many years). Brookfield listed it it's own capital as possible funding along with other taxpayer funding. Any developer should be willing to commit to Council that it will definitely contribute some of its own capital and then list the possible public funding to supplement that. It is not enough to say the city general fund will not

be impacted - this infrastructure funding will be from taxpayers directly and will impact your constituents' property taxes.

Please ask Brookfield to confirm it will not rely solely on previous traffic and public transportation numbers to estimate housing. Many things have changed since the state-mandated lockdown and, most especially, BART has not turned out to be as popular of an option to travel as was predicted.

Thank you,
Hope Johnson
Concord Resident

Selection of Preferred Master
Developer for CNWS

GUY BJERKE, DIRECTOR OF ECONOMIC DEVELOPMENT

AND BASE REUSE
AUGUST 26, 2023
1

LRA Team Introductions

1. Joan Ryan, Community Reuse Area Planner

2. Paul Silvern with HR&A Advisors

3. Suzanne S chwab with Placeworks

4. Gerald Ramiza with Burke, Williams & Sorenson
2

Today’s Agenda

1. LRA Team Presentation

2. City Council Questions of LRA Team

3. Brookfield Properties Presentation

4. City Council Questions of Brookfield

5. Public Comment

6. Council Consideration
3

Ex Parte Communications
Each Councilmember will disclose their meetings or
communications with Master Developer teams,
community stakeholders or other organizations
about this decision.
4

LRA Team Presentation

1. Master Developer Selection Steps
◦ March 14, 2023 – C ouncil direction on a new Master Developer Selection Process.
◦ May 9, 2023 – C ouncil reviews and approves a draft Request for Qualifications – adding questions, requiring additional information from respondents.
◦ May 15, 2023 – R FQ is issued – responses due by 3 p.m. on July 14, 2023 5

LRA Team Presentation

2. Steps after Master Developer Selection
◦ Negotiation of the Exclusive Negotiating Agreement (ENA) with Council c
onsideration at a public meeting tentatively set for September 19, 2023. ◦ Negotiation of a Term Sheet to guide the Specific Plan process, with Council c
onsideration at public meetings - Study Session in late October and further consideration tentatively set for November 14, 2023. ◦ Begin Specific Plan process in January 2024.
6

LRA Team Presentation

3. Summary Table and Selection Criteria
◦ LRA Team review of Summary Table by Selection Criteria 7 Joan Ryan Demonstrated understanding and commitments of the developer to satisfy the City’s priorities for the CNWS, including development vision as expressed in the CRP Area Plan and community facilities in Section 3.4, including the Concord First commitment found in Section 3.11 (of the RFQ).

LRA Team Presentation
LRA Team review of Summary Table by Selection Criteria
8 Suzanne Schwab Experience of Lead Developer with successful completion of similar projects, including projects that are large-scale, mixed-use, military base reuse, and transit oriented.

Organization of the Master Developer Team and any
other members of the Project Team.

Experience of principal technical subconsultants (Project Team members who are not the Lead Developer) –such
as architects, engineers, permitting, and remediation
specialists.

LRA Team Presentation
LRA Team review of Summary Table by Selection Criteria
9 Paul Silvern Financial capability and history of successfully financing projects of a similar scale, particularly those with a large infrastructure component.

Respondent’s identified Internal Rate of Return threshold for the project.

LRA Team Presentation
LRA Team review of Summary Table by Selection Criteria
10 Gerald Ramiza Response to Review of Exclusive Negotiating Agreement Response to Comments on CFP Term Sheet
Paul Silvern
Gerald Ramiza
Suzanne Schwab
Responses received from financial references as
requested in #7 of Section 5.2.5, litigation in Section

5.2.5, and public agency references provided as
requested in #8 of Section 5.2.3.

Questions of LRA Team?
11

One Team.

A Partnership to
Build the Vision,
Together.

Concord Naval Weapons Station
Community Reuse Project
+

Full of Potential
Endless Opportunities
2

02 03
01 3

ADD NEW PHOTO OF TEAM
We are the partner for Concord
Brookfield Properties + Sunset, Commercial Development Advisor • MARGO BRADISH, Cox Castle | Partner: Real Estate, Land Use & Environmental Counsel • MATT WYMAN, Cox Castle | Partner & Chairperson: Real Estate, Land Use & Environmental Counsel • CURTIS TOLL, Greenberg Traurig | Partner: Navy Transfer & Transaction Advisor • BARRY LONG, Urban Design Associates | President & CEO: Master Planner & Design Team Lead • CHRIS FORNEY, Brightworks | Principal: Sustainability Consultant • ANGELO OBERTELLO, CBG Engineers | Principal: Civil Engineer • BILL BURTON, Fehr & Peers | Transportation Consultant • URI ELIAHU, Engeo | Environmental, Geotech, Hydrology • CHUL GUGICH, LeSar | Principal: Capital Mapping
• RANDY BRANDT, Geosyntec | Base Reuse Environmental Consultant • KEN FERRONE & JOHN BAILEY, Stevens, Ferrone & Bailey | SWPP and Inspections Additional Key Partners
Pier 70, San Francisco City Center, San Ramon

“Brookfield has shown a genuine
interest in being part of the
community by collaborating with
and contributing to several
philanthropical community
projects.”
- Edith Ramirez, Assistant City
Manager, City of Morgan Hill
Quote 5
“Based on my experience working
with their Bay Area team through
the years, I am certain you will
find their expertise to be an asset
to the City of Concord just as we
have in Dublin.“
- Melissa Hernandez, Mayor,
City of Dublin
“We have found Brookfield's
team to be competent,
professional, and
collaborative in working
with stakeholders, and all
levels of City Staff. I can
recommend their team
based on my personal
interactions and am
confident you will find their
valuable expertise to be an
asset to the City of Concord
as you go through the
entitlement and
development process.”
- Jennifer Ott, City
Manager, City of Alameda
Quote 4
Key Differentiator, Our Partnerships
4 “There was no challenge too great
when it came to accomplishing the
multitude of tasks associated with
the RPX program at PRFTA
.”
- Bob Gregory Former Program
Manager, Army Reserves
“We have been working with
Brookfield Properties for the past 6
years, and we are consistently
impressed by their commitment to
excellence, their focus on
sustainability, and their dedication to
the communities where they
operate.”
– Mark Aquino, Program Director
of Workforce, Young Community
Developers (San Francisco)

5 Local Leadership
Who We Are, Brookfield Properties
Project Execution Team
Trece Herder, Vice
President, Acquisitions &
Business Strategy
Gonzalo Rodriguez,
Vice President, Land &
Planning
Joe Guerra, Senior
Director, Business
Strategies
Mandi Misasi, Director,
Forward Planning
Berk Gursoy, Vice
President, Renewables
Tim Bacon, Senior
Director,
Development
Peter Stone, Senior
Vice President,
Infrastructure
Emily Boyd, Director of
Land Acquisition, Land
& Housing
Development
Jack Tse, Senior
Development
Manager
Donna Estacio, Senior
Vice President, External
Affairs
David Sternberg,
Executive Vice
President, Northern
California
JOSH RODEN, President, Northern
California: Project Executive

6 Local Leadership
Who We Are, Sunset Development
Project Execution Team
Alex Mehran Sr.

Chairman of the Board
Travis Wilson,
Senior VP, Director
of Leasing
Stephanie Hill,
Senior VP of
Development
David Fields, Executive VP,
Chief Administration
Officer and General
Counsel
Harout Hagopian,
Senior VP and General
Manager of Property
Management
David Jew,
Executive VP and
Chief Financial
Officer
Jeff Dodd, Senior
VP of Retail
Julie Lovett, Senior VP
of Marketing
ALEXANDER MEHRAN, President & CEO:

Commercial Development Advisor

7 Our Footprint in
Northern California