Pinole City Council
October 20, 2026

Exhibit “A”

Police Department Carry Concealed Weapon Permit

City of Pinole

POLICE FEES
No. Fee Description Fee Charge Basis Note
Yearly
Inflator
Police Permits
1 Carry Concealed Weapon Permit
a) Initial Application $610 Fixed Fee [a] Y
b) Renewal Application $501 Fixed Fee [a] Y
c) Permit Amendment $35 Fixed Fee [b] N
d) Duplicate $10 Fixed Fee [b] N
e) DOJ Fees See Note Fixed Fee [c] N
f) Psychological Assessment Pass-through of Actual
Cost
Pass-Through [b] N
[b] Per CA Penal Code Section 26190.
[a] Per CA Penal Code Section 26190. 50% of fee collected at application submittal, remaining 50% collected upon issuance of license. [c] Initial Permit and Renewal Permit Applciation fees do not include State Department of Justice (DOJ) fees. The City collects DOJ fees on behalf of the State (2-Year Standard Resident License fee of $93 for Initial Permit and $52 for Renewal; 3-Year Judicial License fee of $115 for Initial Permit and $74 for Renewal; 4-Year Reserve Peace Officer / Custodial License Fee of $137 for Initial Permit and $96 for Renewal). The fees shown are intended to mirror those fees established by the State. If the State updates fees subsequent to the adoption of this schedule, this schedule shall be presumed to reflect updated amounts. In the case of discrepancies, fee amounts authorized by the State shall supersede the amounts listed above.

Illustration of Proposed Fee Changes
Police Department Carry Concealed Weapon Permit

City of Pinole

BEFORE AND AFTER ILLUSTRATION - POLICE FEES
No. Fee Description Current Fee Cost of Service Proposed Fee Proposed Cost
Recovery Charge Basis
Proposed
Change ($)
Proposed
Change (%) Note
Yearly
Inflator
Police Permits
1 Carry Concealed Weapon Permit
a) Initial Application $610 $610 $610 100% Fixed Fee No Change No Change [a] Y b) Renewal Application $501 $502 $501 100% Fixed Fee No Change No Change [a] Y c) Permit Amendment $230 $68 $35 52% Fixed Fee ($195) ($1) [b] N d) Duplicate n/a - new $68 $10 15% Fixed Fee n/a - new n/a - new [b] N e) DOJ Fees See Note $0 See Note n/a Fixed Fee No Change No Change [c] N f) Psychological Assessment Pass-through of Actual
Cost
Pass-through of Actual
Cost
Pass-Through Varies Varies [b] N
[a] Per CA Penal Code Section 26190. 50% of fee collected at application submittal, remaining 50% collected upon issuance of license. [b] Per CA Penal Code Section 26190.
[c] Initial Permit and Renewal Permit Applciation fees do not include State Department of Justice (DOJ) fees. The City collects DOJ fees on behalf of the State (2-Year Standard Resident License fee of $93 for Initial Permit and $52 for Renewal; 3- Year Judicial License fee of $115 for Initial Permit and $74 for Renewal; 4-Year Reserve Peace Officer / Custodial License Fee of $137 for Initial Permit and $96 for Renewal). The fees shown are intended to mirror those fees established by the State. If the State updates fees subsequent to the adoption of this schedule, this schedule shall be presumed to reflect updated amounts. In the case of discrepancies, fee amounts authorized by the State shall supersede the amounts listed above.

City of Pinole
User and Regulatory Fee Study
Cost of Service Calculation - Police Fees
Hourly Rate / Cost of Svc
Service Time $217 $135
No. Fee Description Operations Support Svcs Total Operations Support Svcs Cost of
Service Current Fee
Current Cost
Recovery
Proposed
Fee
Proposed
Cost
Recovery
Proposed
Fee Change
($)
Proposed
Fee Change
(%) Charge Basis Note
Yearly
Inflator
Police Permits
1 Carry Concealed Weapon Permit
a) Initial Application 2.50 0.50 3.00 $543 $68 $610 $610 100% $610 100% No Change No Change Fixed Fee [a] Y b) Renewal Application 2.00 0.50 2.50 $434 $68 $502 $501 100% $501 100% No Change No Change Fixed Fee [a] Y c) Permit Amendment 0.00 0.50 0.50 $0 $68 $68 $230 341% $35 52% ($195) -85% Fixed Fee [b] N d) Duplicate 0.00 0.50 0.50 $0 $68 $68 n/a - new n/a - new $10 15% n/a - new n/a - new Fixed Fee [b] N e) DOJ Fees See Note See Note See Note n/a No Change No Change Fixed Fee [c] N f) Psychological Assessment Pass-through
of Actual Cost
Pass-through
of Actual Cost
Varies Varies Pass-Through [b] N
[b] Per CA Penal Code Section 26190.
[a] Per CA Penal Code Section 26190. 50% of fee collected at application submittal, remaining 50% collected upon issuance of license. [c] Initial Permit and Renewal Permit Applciation fees do not include State Department of Justice (DOJ) fees. The City collects DOJ fees on behalf of the State (2-Year Standard Resident License fee of $93 for Initial Permit and $52 for Renewal; 3-Year Judicial License fee of $115 for Initial Permit and $74 for Renewal; 4-Year Reserve Peace Officer / Custodial License Fee of $137 for Initial Permit and $96 for Renewal). The fees shown are intended to mirror those fees established by the State. If the State updates fees subsequent to the adoption of this schedule, this schedule shall be presumed to reflect updated amounts. In the case of discrepancies, fee amounts authorized by the State shall supersede the amounts listed above.

CITY COUNCIL
REPORT 11.A.

DATE: OCTOBER 20, 2026
TO: MAYOR AND COUNCIL MEMBERS
FROM: Lilly Whalen, Community Development Director, 510-724-9832, [email protected]
SUBJECT: APPEAL OF PLANNING COMMISSION DENIAL OF ENTITLEMENT EXTENSION – PINOLE SHORES II (CUP 23-05 & DR 23-12) - 836–848 SAN PABLO AVENUE.

RECOMMENDATION
Staff recommends that the City Council deliberate on the appeal and provide direction to staff consistent with one of the following actions:
• Uphold the appeal, reverse the Planning Commission’s August 10, 2026 denial, and direct staff to prepare a resolution granting the requested extension of entitlements for Pinole Shores II (CUP 23-05 & DR 23-12); or
• Deny the appeal, affirm the Planning Commission’s decision, and direct staff to prepare a resolution reflecting the Council’s determination.

A resolution consistent with the Council’s direction will be returned on November 3, 2026 for adoption on the Consent Calendar.

BACKGROUND
On September 15, 2026, the City Council held a public hearing regarding the appeal of the Planning Commission’s denial of an entitlement extension for the Pinole Shores II project (CUP 23-05 & DR 23-12). The staff report presented at that hearing provided a comprehensive overview of the project history, entitlement status, the Planning Commission’s August 10, 2026 action, and the appellant’s stated grounds for appeal. The full staff report from that date is incorporated by reference as Attachment A.

REVIEW AND ANALYSIS
The appeal hearing held on September 15, 2026 provided the City Council with the full procedural and factual record concerning the Planning Commission’s August 10, 2026 denial of the requested entitlement extension for the Pinole Shores II project. As noted in Attachment A, staff’s analysis concluded that the required findings for an extension under PMC 17.10.100 could be met, including that no changed circumstances had occurred since the 2024 entitlement approval and that the applicant had demonstrated diligent pursuit through continued project design, agency coordination, and submittal activity.

Following the presentation of staff and appellant testimony on September 15, the Council closed the public hearing and continued the item to October 20, 2026 for deliberation. Because the hearing was closed, the Council will not reopen the evidentiary record. However, consistent with City practice, general public comment will be allowed at the October 20 meeting within standard time limits.

At the October 20 meeting, the Council will consider the appeal de novo and may provide direction to either: (1) uphold the appeal and reverse the Planning Commission’s decision, granting the requested extension; or (2) deny the appeal and affirm the Planning Commission’s denial. Based on Council direction provided on October 20, staff will prepare the final resolution for City Council consideration on November 3, 2026, to be placed on the Consent Calendar.

FISCAL IMPACT
The findings required under PMC 17.10.100 are based solely on land-use considerations, including whether the original permit findings remain valid, whether changed circumstances exist, and whether the applicant has diligently pursued exercising the entitlements. Financial impacts to the City are not part of the legal criteria for granting or denying an entitlement extension.

ATTACHMENTS
A. Appeal of Planning Commission Denial of Entitlements Staff Report 9-15-26

CITY COUNCIL
REPORT 10.A.

DATE: SEPTEMBER 15, 2026
TO: MAYOR AND COUNCIL MEMBERS
FROM: Lilly Whalen, Community Development Director, 510-724-9832, [email protected]
Justin Shiu, Associate Planner, 510-724-9035, [email protected] SUBJECT: APPEAL OF PLANNING COMMISSION DENIAL OF ENTITLEMENT EXTENSION – PINOLE SHORES II (CUP 23-05 & DR 23-12) - 836–848 SAN PABLO AVENUE

RECOMMENDATION
Staff recommends that the City Council receive the report, conduct the public hearing, and provide direction to staff regarding the appeal of the Planning Commission’s August 10, 2026 denial of the entitlement extension for the Pinole Shores II project.

Based on the Council’s direction, staff will prepare a formal resolution reflecting the Council’s determination and return it for adoption on the consent calendar at the next regularly scheduled meeting.

BACKGROUND
In July 1999, the Pinole Redevelopment Agency adopted an Economic Development Strategy Plan identifying several blighted parcels along San Pablo Avenue for redevelopment to strengthen the City’s industrial park, including the former Anthony Auto Wreckers site at 836– 848 San Pablo Avenue. The Agency subsequently purchased the property, undertook environmental cleanup due to its prior auto-wrecking use, and in 2002 received a Covenant and Environmental Restriction from the Regional Water Quality Control Board limiting future uses to industrial, commercial, or office. Portions of the original wrecking yard were later developed as Pinole Shores I, while the remaining acreage was reserved for future redevelopment. The Agency entered into Disposition and Development Agreements (DDAs) with Panattoni Development Group in 2005 and 2007 to construct the Pinole Shores Business Park and later Pinole Shores II; however, the 2008 collapse of the real estate market rendered the second phase financially infeasible, and the DDA was terminated.

Following the 2012 statewide dissolution of redevelopment agencies, the property transferred to the City of Pinole as part of the successor-agency wind-down process. To resume redevelopment efforts, the City entered into an Exclusive Negotiating Agreement in 2019 and subsequently executed a DDA with GRP Shores, LLC in May 2022, under which the Applicant will purchase and develop the property, with purchase finalization occurring upon issuance of a development agreement and completion of required entitlements, including securing easements from EBMUD and the adjacent Pinole Shores I development.

Between 2022 and 2023, the Applicant submitted development applications proposing parcel

consolidation and construction of new tilt-up industrial buildings with wholesale distribution uses and reduced parking, consistent with the site’s environmental restrictions. On May 8, 2023, the Planning Commission approved a Conditional Use Permit, Comprehensive Design Review, Parcel Map consolidating five parcels into one, and a CEQA Notice of Exemption for consistency with the City’s programmatic EIR. The Applicant later submitted a revised application in November 2023 for a single approximately 121,726-square-foot tilt-up building.

Building on this entitlement history, the Pinole Shores II project now consists of a proposed 119,228-square-foot light-industrial/wholesale distribution building located on the long-blighted, environmentally remediated former auto-wrecking yard at 830–848 San Pablo Avenue. On June 10, 2024, the Planning Commission adopted Resolution 24-021 (Attachment A) approving:
• Comprehensive Design Review (DR 23-12),
• Conditional Use Permit (CUP 23-05),
• Parcel Map, and
• A CEQA (California Environmental Quality Act) exemption analysis for consistency with the General Plan/Specific Plan programmatic EIR under GEQA guidelines section 15168 and 15183.

Pursuant to Condition of Approval No. 6 in Planning Commission Resolution No. 24-02, these entitlements would expire on June 10, 2026 unless exercised or extended. PMC 17.10.100.B, "Exercising Permits," states:

The exercise of a permit occurs when the property owner has performed substantial work and incurred substantial liabilities in good faith reliance upon such permit(s). A permit may be otherwise exercised pursuant to a condition of the permit or corresponding legal agreement that specifies that other substantial efforts or expenditures constitutes exercise of the permit. Unless otherwise provided, permits that have not been exercised prior to a zoning amendment, which would make the permitted use or structure nonconforming, shall automatically be deemed invalid on the effective date of the zoning amendment.

Condition of Approval #6 in Resolution 24-02 indicates that entitlements shall be considered exercised when a Building Permit is issued for the building.

A building permit has not been applied for or granted to date that would exercise the permit. The applicant filed a timely extension request on May 8, 2026.

Pursuant to PMC Section 17.10.100.C, the process for Permit Extensions is as follows:

1. Process. The same approving authority that granted the original permit may extend the period within which the exercise of a permit must occur. Notice and/or public hearing shall be provided in the same manner as for the original permit. An application for extension shall be filed not less than thirty (30) days prior to the expiration date of the permit, along with appropriate fees and application submittal materials.

2.Conditions. The permit, as extended, may be conditioned to comply with any development standards that may have been enacted since the permit was initially approved.

3.Permit extension findings. The extension may be granted only when the designated approving authority finds that the original permit findings can be made and there are no

changed circumstances or there has been diligent pursuit to exercise the permit that warrants such extension.

At the August 10, 2026 public hearing2, the Planning Commission considered a draft resolution which would have granted a one-year extension through June 10, 2027. Staff recommended approval of the draft resolution based on the following:

1. The original permit findings, as made in City Council Resolution Nos. 2024-08 can still be made, and there have been no changed circumstances which prevent the Planning Commission from making such findings again;

2. The Applicant has diligently, under current circumstances, pursued exercising the permits granted by Resolution 24-02 and an extension of those permits is warranted.

After extensive deliberation, the Commission voted 6-1 to deny the extension via a revised Resolution 26-08 (Attachment B).

Key Planning Commission Concerns Related to Diligent Pursuit The draft minutes (Attachment C) document several specific concerns that led Commissioners to conclude the applicant had not diligently pursued exercising the entitlements. The following provides a summarized list of concerns that lead to the finding that the applicant had not diligently pursued exercising the entitlements:
• Multi-year delays and lack of visible progress. Commissioners referenced repeated delays since the applicant first began pursuing entitlements, expressing frustration that sufficient progress had not occurred to justify another extension. Commissioner Martinez noted “continual delays” and believed the applicant should have secured stronger architectural and engineering teams much earlier to avoid years of slippage. • Insufficient advancement toward building permit issuance. Commissioners questioned whether enough substantive work had occurred to demonstrate forward momentum.

Commissioner Menis asked whether building permits could realistically be issued within the extension period, given that this was the last extension available. Several Commissioners felt the applicant had not presented enough evidence to show that building permit issuance was close.
• Lack of an identified tenant or clear market readiness. Commissioners cited the absence of a committed end-user as a sign that the applicant was not actively advancing the project. Commissioner Lam-Julian noted that community members expressed concern about the warehouse use and that no end-user had been secured to demonstrate forward movement toward exercising the entitlements. Chair Sandoval stated he lacked confidence the building would be filled quickly or that the project would be completed.
• No demonstration of substantial work during the entitlement period. Several Commissioners felt that the evidence presented at the hearing did not include sufficient documentation of progress since the 2024 entitlement approval. Instead, much of the applicant’s explanation described obstacles rather than work completed.

Commissioners expressed concern that no updated architectural or civil plans were presented that would indicate significant advancement.
• Explicit Commission finding that “diligent pursuit” was not met. Chairperson Sandoval referenced PMC 17.10.100(C) and stated that he did not believe the applicant had

demonstrated diligent pursuit to exercise the permit. The motion to deny was framed around this finding and approved 6-1. The adopted Resolution 26-08 includes the Commission’s determination that “the Applicant has not diligently pursued exercising the permits granted by Resolution 24-02 and an extension of those permits is not warranted.

Summary of Appeal
GRP Shores, LLC submitted a Notice of Appeal on August 20, 2026 (Attachment D), followed by a Supplemental Appeal in Attachment E. The Supplemental Appeal contains attachments including the executed Disposition and Development Agreement (DDA) executed May 9, 2022, and the executed Community Workforce and Training Agreement (CWTA).

The appeal asserts the following (summarized) grounds:
• The Planning Commission exceeded its authority regarding the DDA. The Commission based its denial on financial and contractual terms of the City-Council-approved Disposition and Development Agreement, despite having no jurisdiction to interpret or revisit municipal real estate contracts.
• The attempt to impose a diesel-truck ban was unlawful. Commissioners discussed operational restrictions—including a diesel-truck prohibition—that are preempted by federal and state law, conflict with the approved wholesale-distribution use, and contradict the certified CEQA record.
• The applicant met all requirements for an extension under city code. There are unchanged land-use circumstances and “diligent pursuit,” including engineering redesigns, consultant transitions, and required coordination with the Contra Costa County Fire Protection District.
• Entitlements are legally tolled under state law and the DDA. Confire’s 414-day regulatory review triggers tolling under the Subdivision Map Act and under DDA Section

11.2, meaning the entitlements have not expired and remain active. • The City is contractually obligated to cooperate and grant the extension. Under the DDA and the implied covenant of good faith and fair dealing, the City must support the developer’s ability to obtain permits; denying the extension frustrates contractual obligations and vested rights.
• Staff report clerical errors are not valid grounds for denial. A minor copy-paste reference to “Safeway” has no substantive connection to the project and cannot legally justify denial of an entitlement extension
The appellant requests that the City Council reverse the denial and approve the one-year extension.
1 Full Staff Report from 2024 approval hearing available online:
https://pinoleca.portal.civicclerk.com/event/116/files/report/297 2 Staff Report available from 2026 extension hearing online:
https://pinoleca.portal.civicclerk.com/event/1084/files/report/999

REVIEW AND ANALYSIS

Legal Framework — PMC 17.10.100
Under PMC 17.10.100(C), an extension may be granted if the reviewing authority finds "the original permit findings can be made and there are no changed circumstances or there has been diligent pursuit to exercise the permit that warrants such extension". Staff interpretation of this finding is that:

1. The original permit findings can still be made and there are no changed circumstances; or

2. There has been diligent pursuit to exercise the permit that warrants such extension Original Findings and Circumstances
Staff’s prior analysis to the Planning Commission found that the physical site conditions, land-use designations, CEQA determinations, and General Plan consistency remain unchanged since 2024.

Diligent Pursuit
The administrative record shows that the applicant engaged in substantial technical redesign and coordination with Con Fire and EBMUD, following significant changes in fire flow methodology and evolving safety requirements. These activities included replacing architects and engineers after retirements and re-submitting construction documents. Staff previously determined these actions constituted diligent pursuit.

Other Issues Raised
Other issues raised by the Planning Commission during the hearing included:
• DDA (Disposition and Development Agreement)-Related Concerns. Planning Commissioners expressed concerns about the timing of DDA payments and the financial implications of delays. The DDA is a legislative action and contractual matter under the jurisdiction of the City Council and is not a criterion for PMC 17.10.100 findings.
• CUP Appeal Scope. The 2023 CUP was a separate, stand-alone approval and is not part of the current appeal. Under PMC 17.10.100, the only question before the City Council is whether the CUP associated with the present application has been diligently pursued; the validity, conditions, or implementation of any prior CUPs cannot be considered as part of this appeal.
• Diesel Truck Condition. Commissioners discussed a potential condition restricting diesel trucks. Staff notes that wholesale distribution uses inherently involve truck deliveries, the CUP already authorizes such uses, and vehicle emissions regulations are preempted by federal and state law.
• Clerical Errors. A staff report reference to "Safeway" was acknowledged as a clerical error and verbally corrected during the hearing. Clerical errors are not grounds for entitlement denial.

Options for City Council
The City Council’s action on the appeal is a de-novo hearing. A de-novo hearing means the Council is not limited to reviewing whether the Planning Commission erred; instead, the Council reconsiders the matter as if it is being heard for the first time, with full authority to

evaluate the application, the evidence, the appeal materials, and the record independently.

The Council may consider all testimony, documents, and analysis presented during this appeal hearing without being bound by the Planning Commission’s prior decision. At the conclusion of the hearing, the City Council may provide direction to staff on the following options:
• Direct staff to prepare a resolution upholding the appeal, reversing the Planning Commission denial, and granting the extension.
• Direct staff to prepare a resolution denying the appeal, affirming the Planning Commission’s decision.

Staff will return with the appropriate resolution at the next City Council meeting for adoption on the consent calendar, consistent with the Council’s direction.

FISCAL IMPACT
The basis for approving or denying an entitlement extension under PMC Section 17.10.100 is not financial. The statutory findings relate only to whether the original permit findings can still be made and whether there are changed circumstances, or whether the applicant has diligently pursued exercising the entitlements.

Fiscal impacts may occur depending on the Council’s direction; however, they are not part of the legal criteria for action on the extension. Approval of the extension may allow the project to proceed toward exercising the entitlements and, eventually, toward completion of obligations under the DDA. Denial may delay potential future revenue if the entitlements lapse.

ATTACHMENTS
A. 24-02 Resolution Pinole Shores II
B. 26-08 Resolution- Denial of Pinole Shores II Extension C. DRAFT Planning Commission Minutes 8-10-26
D. Appeal - Pinole Shores II Received August 19, 2026
E. Supplemental Appeal and Attachments Received September 8, 2026 F. Pinole Shores II Appeal Presentation 9-15-26

ATTACHMENT B

1 August 10, 2026
1 DRAFT
2 3 MINUTES OF THE REGULAR MEETING
4 PINOLE PLANNING COMMISSION
5 6 August 10, 2026
7 8 THIS MEETING WAS HELD IN A HYBRID FORMAT
9 BOTH IN-PERSON AND ZOOM TELECONFERENCE
10 11
12 A. CALL TO ORDER: 7:00 p.m.
13 14 B. PLEDGE OF ALLEGIANCE
15 16 C. LAND ACKNOWLEDGEMENT: Before we begin, we would like to acknowledge the 17 Ohlone people, who are the traditional custodians of this land. We pay our respects to 18 the Ohlone elders, past, present and future, who call this place, Ohlone Land, the land 19 that Pinole sits upon, their home. We are proud to continue their tradition of coming 20 together and growing as a community. We thank the Ohlone community for their 21 stewardship and support, and we look forward to strengthening our ties as we continue 22 our relationship of mutual respect and understanding. 23 24 D. ROLL CALL
25 26 Commissioners Present: Bender, Huey, Lam-Julian*, Martinez, Menis, Vice27 Chairperson Uch, and Chairperson Sandoval 28 *Arrived after Roll Call
29 30 Commissioners Absent: None
31 32 Staff Present: David Hanham, Planning Manager
33 Justin Shiu, Associate Planner
34 35 Commissioner Menis reported on his ex-parté communications to his email list about the 36 topics on the meeting agenda.
37 38 E. CITIZENS TO BE HEARD
39 40 There were no comments from the public.
41 42 F. MEETING MINUTES
43 44 1. Planning Commission Meeting Minutes for July 13, 2026 45 46 MOTION with a Roll Call vote to approve the Planning Commission Meeting Minutes for July 47 13, 2026, as shown.
48 49 MOTION: Sandoval SECONDED: Menis APPROVED: 6-0-
50 1

2 August 10, 2026
1 ABSENT: Lam-Julian
2 G. PUBLIC HEARINGS
3 4 1. Pinole Shores II Entitlements Extension
5 6 Planning Manager David Hanham provided a PowerPoint presentation for the Pinole 7 Shores II Entitlements Extension. He recommended the Planning Commission conduct a 8 public hearing and adopt Resolution 26-08, approving an extension through June 10, 9 2027, for entitlements adopted via Resolution 24-02 for the Pinole Shores II development 10 project located at 850 San Pablo Avenue (APN 402-230-024). 11 12 Responding to questions from the Planning Commission, Mr. Hanham clarified the 13 following:
14 15 • The Disposition and Development Agreement (DDA) was between the City of 16 Pinole and GRP Shores, LLC. Once the entitlements were extended, the 17 applicants could close on the property and complete the DDA. Staff acknowledged 18 there had been some amendments to the DDA. Staff also clarified the DDA 19 identified GRP Shores, LLC, (legal entity responsible for the project) while 20 Resolution 26-08 identified OneCore Global, Inc. as the Applicant, the company 21 doing the entitlements. (Bender)
22 23 • The DDA identified the value of the property at $3 million plus. When the City’s 24 Redevelopment Agency closed, the City transferred all of the properties within the 25 Redevelopment Agency into the City of Pinole. (Bender) 26 27 • The applicant had the ability to appeal the decision of the Planning Commission 28 on the entitlement extension request to the City Council. The Planning 29 Commission was the only governing body to consider the request to extend the 30 entitlements. The financial aspects of the project as contained in the DDA, had 31 been previously addressed by the City Council and the applicant. The request 32 before the Planning Commission was only the extension of the entitlements 33 approved in 2024. (Martinez)
34 35 • The reference to Safeway in the Analysis of Request for Extension, as outlined in 36 the first paragraph under the same heading and as shown on Page 21 of 130 of 37 the agenda packet, had been included in error and should be stricken. Staff 38 acknowledged a request for the item to be delayed to allow staff the opportunity to 39 review the staff report and make any corrections in the analysis, and also given 40 the volume of information to be reviewed more time for the Planning Commission 41 to digest the information. (Martinez)
42 43 • Staff reiterated the Planning Commission was not being asked to make any 44 recommendations based on the financial impacts of the project but consider the 45 request to extend the entitlements based on land use and compliance with the 46 required findings. (Chairperson Sandoval)
47 48
49

3 August 10, 2026
1 2 • Acknowledged concern with the continued delays with the project, resulting in the 3 City not getting funding, suggestion the applicant should have bumped up their 4 timelines for the $3 million project and acknowledged a request to slow the project 5 down since there was a lack of clarity with the details of the DDA, such as when 6 the City would receive payment. (Martinez)
7 8 • Again, acknowledging concerns with the continued delays with the project and 9 other projects in the City, and concern that some of the community character and 10 economic development elements of the General Plan had not been satisfied, as 11 an example, there had been no discussion about a warehouse use which did not 12 fit the area, no end-user had been identified and the balance of jobs and provision 13 of basic goods and services was unknown. Acknowledged an inquiry whether the 14 City was considering strategic growth in this area of Pinole, which was the last 15 vista from the San Francisco Bay Trail and concern the City may be squandering 16 the parcel. Acknowledged inquiries whether the City considered mixed use for the 17 property for a community mixed use space and concern with the adequacy of time 18 to review the volume of information related to the project before making a decision. 19 Further acknowledged concern the General Plan policies staff outlined in the staff 20 report may not fit the subject project and concern the City may be sacrificing 21 community character at the expense of ensuring a pre-determined deal. (Lam22 Julian) 23 24 • Reiterated the process the applicant must go through to request an extension of 25 entitlements for one-year as outlined in the August 10, 2026 staff report and the 26 PowerPoint presentation. (Huey)
27 28 • Clarified there was nothing in the application to request an extension of 29 entitlements that required an applicant to identify how they would meet the new 30 timeline. The applicant was only required to submit a written request for the 31 extension for existing entitlements, which in this case had been approved in 2024. 32 As noted in the staff report, the applicant was requesting the extension due to 33 impacts from the COVID-19 pandemic, increasing construction costs, international 34 supply chain issues and a changing retail landscape. (Huey) 35 36 • Clarified the applicant had secured a new engineer and architect who were working 37 on plans. (Huey)
38 39 • Pursuant to Attachment A, Resolution 26-08, and as noted in the fifth WHEREAS 40 clause, additional delays in the project had been caused by comments from the 41 Contra Costa County Fire Protection District (CCCFPD), also known as Con Fire, 42 as well as the replacement of the original architect and engineer for the project. If 43 the requested extension was approved by the Planning Commission, 44 acknowledged a request to include a detailed explanation for the delays to ensure 45 consistency, which could be added to the referenced WHEREAS clause. (Huey) 46 47 • Confirmed the Planning Commission had been provided a corrected DDA, 48 identified as Item G1. Supplemental Item, DDA by and between the City of Pinole 49 and GRP Shores, LLC, dated May 9, 2022. (Menis)

4 August 10, 2026
1 2 • A typographical error was identified on Page 21 of 130 of the agenda packet; the 3 last sentence of the second paragraph under Analysis of Request for Extension, 4 which should be corrected to read: These related impacts, as well as supply chain 5 disruptions and/or difficulty with financing. Clarified Con Fire had suggested some 6 architectural changes which were not before the Planning Commission, although 7 staff clarified the elevations would remain the same but types of materials to be 8 used for fire protection for the interior of the building had changed. There would 9 be no changes to the exterior of the building as part of the approved 2024 plans. 10 (Menis)
11 12 • Attachment A, Resolution 26-08, the eighth WHEREAS clause reads: WHEREAS, 13 no further environmental review is necessary for the project since the scope of the 14 project has not changed or been altered since the previous adoption of the Notice 15 of Exemption. Staff clarified Con Fire’s request for interior changes related to fire 16 proofing would not change the scope, property square footage, or result in changes 17 to parking, added pavement or size of the building, and this exemption was still 18 relevant. (Menis)
19 20 • Clarified Process and Procedures, Section 17.10.100 (C) of the Pinole Municipal 21 Code (PMC) (2), Conditions, which reads: The permit, as extended, may be 22 conditioned to comply with any development standards that may have been 23 enacted since the permit was initially approved. Pursuant to the Environmental 24 Justice Element from January 2026, Action EJ4.4.3, as shown on Page 52 of the 25 Environmental Justice Element, reads: Ensure that future improvements of a City 26 that have an impact on the impacted community will be mitigated to a less than 27 significant impact and will not disproportionately produce negative impacts such 28 as an increase in pollution exposure, net loss of affordable housing or 29 displacement of residents. Whether there would be an increase in environmental 30 or pollution impacts given there would be diesel trucks delivering to the site, staff 31 clarified such impacts had been reviewed as part of the environmental review of 32 the original project. No changes were being proposed to the original project. 33 There were no physical changes proposed to the building or increases proposed 34 in the use of the building. Pursuant to Section 17.10.100 (C), as written, the 35 Planning Commission may impose additional conditions on the permit as extended 36 that comply with any development standards that may have been enacted since 37 the permit was initially approved. (Menis)
38 39 • Clarified Pages 13 through 15 of 67, specifically Section 4.6, Developer’s Post40 Closing Obligations, (1) and Section 4.9.1 “Hazardous Material” of the DDA, as 41 defined, with staff clarifying commercial uses developed as part of the property 42 would not nullify the restrictions in these sections, as outlined, but with staff 43 required to provide further clarification after conferring with the City Attorney. 44 (Menis)
45 46 • Page 21 of 67 of the DDA, Section 8.2 Holder Not Obligated to Construct, was 47 highlighted and clarified. (Menis)
48 49

5 August 10, 2026
1 2 • The applicant would have to clarify whether or not they were in discussions with 3 any tenant(s). Staff understood the applicant had been working with a couple of 4 end-users but was unaware of the status. (Menis)
5 6 • If the request for an extension of the entitlements was granted by the Planning 7 Commission and if the applicant did not exercise the entitlements, it was possible 8 the property could potentially revert back to the City; but staff would have to refer 9 to the City Attorney and the DDA for clarification. In the event the entitlements 10 were not exercised, the entitlements would go away in 2027, and if the applicant 11 wanted to move forward with a project, it would require the applicant to go through 12 the entire process all over again, with new environmental reviews and the like. 13 Clarified the applicant had already been granted two of three available extensions. 14 In the event the Planning Commission did not agree to the extension and the 15 applicant appealed and still nothing happened with the development the 16 entitlement would go away. The DDA would detail what would happen if the 17 entitlements were not incurred and actions not performed pursuant to the contract. 18 (Vice-Chairperson Uch)
19 20 • In terms of whether or not there had been any progress to date to meet the timeline, 21 staff was aware the applicant had hired an engineer and architect, submitted a 22 potential schedule to staff for things to be accomplished and for building permits 23 to be issued in 2027, although the applicant was present via Zoom to provide 24 clarification. (Chairperson Sandoval)
25 26 PUBLIC HEARING OPENED
27 28 Hector Vinas, Manager, Pinole Shores II, representing OneCore Global, Inc., 29 acknowledged the frustration over the timing and explained at the beginning when the 30 applicant started to work on the property with the City of Pinole they found out through 31 running the title that there was no access to the property. When the City took the title back 32 from the Panattoni Development Group, it failed to obtain access from the Phase 1 33 property now owned by an association of condominiums. That process took over three 34 years to negotiate an easement allowing the right to access the property. 35 36 At that time, OneCore Global Inc. started the entitlement process when the economy was 37 different. The company went through one set of entitlements, and as they spoke with 38 various end-users there was more interest in having one building. As a result, the 39 entitlements were revised and the applicant went back for approvals for one building. 40 OneCore Global Inc. was going to joint venture the project with the Rockefeller Group from 41 New York for the one building. An agreement was signed but they ran into the issue with 42 Con Fire and with the East Bay Municipal Utility District (EBMUD), which had conducted 43 a computer analysis that determined under the worst conditions there was insufficient fire 44 flow to meet the new requirements from Con Fire, which were twice as restrictive as the 45 City requirements under which the original plans had been designed. When the project 46 started, the City of Pinole was handling the fire requirements and somewhere in the middle 47 of the process, Con Fire took over from Pinole. At that point, it took over a year to hire a 48 Fire Engineer, who presented various mitigations to Con Fire that were sent back for 49 comments, which comments were weeks in the making, ultimately taking over a year to 50 reach a mitigation agreement with Con Fire in February 2026.

6 August 10, 2026
1 Mr. Vinas explained at that point Rockefeller Group purchased other properties in the Bay 2 Area and allocated their funds. The applicant did not have a tenant and OneCore Global 3 Inc. then decided to go ahead and do the project themselves, which they had done for 4 larger projects in the City of Richmond. A project schedule had been provided to City staff 5 and they hired an architect and engineer to work on the project. He also understood if the 6 request for extension of the entitlements was not granted by the Planning Commission, it 7 did not mean the DDA would be void since the applicant would still have the right to 8 resubmit for another approval and continue the process. 9 10 Commissioner Martinez asked whether the fees to be paid during the time of the three 11 years of delays had been paid by OneCore Global Inc. or incurred by the City of Pinole. 12 13 Mr. Vinas stated OneCore Global Inc. paid fees for professionals and invested over 14 $600,000 on the project to date.
15 16 Mr. Hanham clarified, when asked, he was unaware of the costs to the City of Pinole to 17 date for the project.
18 19 Commissioner Lam-Julian understood the challenges with the current market related to 20 wholesale distribution and building supplies. She asked what the applicant would do to fill 21 the building if the entitlements were granted for the one building warehouse, particularly 22 with existing warehouses currently sitting empty in Pinole and in neighboring communities. 23 24 Mr. Vinas commented on the differences between existing older buildings that did not meet 25 the requirements of a modern/new tenant. He explained that most of the time in the 26 warehouse business tenants were looking for something that was either available or close 27 to being immediately available. OneCore Global Inc. had looked at some end-users who 28 were interested in delivery of the space in a few months but who ultimately leased space 29 in the City of Richmond. OneCore Global Inc. had been involved in the building of a 30 250,000 square foot warehouse in the City of Richmond, which had been leased to 31 Amazon three months after completion. He noted it was not unusual to build a warehouse 32 to spec and have a tenant take it at that point.
33 34 Commissioner Huey asked Mr. Vinas what would change this time around if the 35 entitlements were extended and what approach would be taken to ensure the project met 36 the timeline.
37 38 Mr. Vinas reiterated the project had not moved forward given that the fire design for the 39 project was not defined and he highlighted the types of materials required pursuant to the 40 fire codes for Types 1, 2 and 3 buildings and various subcategories. Until the applicant 41 had received the final definition from Con Fire in February/March 2026, they could not 42 move forward until they had clarification what needed to be done. Currently, they did not 43 have that obstacle since Con Fire approved the mitigation and provided specific direction 44 on how it wanted the building to be designed from a fire perspective. 45 46 Commissioner Huey commented the staff report analysis on the delays for the project had 47 been broad when there was a narrower issue that should have been addressed in the staff 48 report.
49

7 August 10, 2026
1 Commissioner Menis referenced Attachment D, Planning Response Letter received 2 March 21, 2024, Page 107 of 130 of the agenda packet, which noted: CD-12 Page C3.02 3 - Should show the following: 1. The plan should show the proposed line size needed for 4 this project. This item was discussed and agreed that this level of detail is inappropriate 5 for Preliminary Design Plans, during our zoom meeting with Planning Manager on Feb. 6 27, 2024. Had the information been provided correctly, he asked if the issues the applicant 7 faced with Con Fire would have been dealt with before the entitlement clock started. 8 9 Mr. Vinas clarified again the issue with Con Fire started when EBMUD changed the way 10 it calculated fire flow, which requirements had been revised after the Los Angeles fires, 11 and when EBMUD decided to use an algorithmic system of a worst-case scenario taking 12 into account multiple large fires throughout the County when water demands were high, 13 making the fire flow calculation more restrictive. Along with the changes from the City 14 code to the Con Fire code, the changes were twice as restrictive. Designing the pipe size 15 would not have changed anything since the pipes were available from EBMUD. 16 17 Commissioner Menis asked why the applicant was not able to provide updated plans to 18 the Planning Commission for review to ensure there were no changed circumstances, 19 particularly with a new engineer and architect, and his understanding now there would be 20 significant interior changes made.
21 22 Mr. Vinas clarified the exterior design, the look and feel of the building would remain the 23 same and the mechanical and structural components of the building had not changed. He 24 reiterated the delays in the project were due to the Con Fire requirements which took over 25 a year. He also noted the applicant had explored putting in additional water tanks, getting 26 EBMUD to provide an additional water main extension, and there were a lot of different 27 options that could have changed the building but they had not gone much further than 28 that. The plans would remain the same with some minor exceptions. The elevations 29 would remain the same. Additional plans could be provided fairly quickly, but he was 30 unaware that revised plans needed to be provided.
31 32 Commissioner Menis asked about the likelihood the applicant could pull building permits 33 by the end of the extension since this was the last extension that could be granted if 34 approved by the Planning Commission.
35 36 Mr. Vinas stated he did not expect any additional hurdles, but there was some work that 37 remained to be done on the main road, the bus stop may need to change and was under 38 a different jurisdiction and there were things that were not 100 percent under the 39 applicant’s or the City’s control. He emphasized the City had been helpful in dealing with 40 Con Fire, and suggested they had a 75 to 80 percent chance to meet the target timeline 41 with the goal of meeting it 100 percent.
42 43 Chairperson Sandoval asked about the prospective tenants the applicant had been in 44 discussions for the building.
45 46 Mr. Vinas reiterated they had spoken with a couple of tenants but had nothing promising 47 currently. Again, two tenants had seriously looked at the property but the timing was the 48 greatest issue and one tenant involved laundry service for hospitals and the other was an 49 auto parts supplier.
50

8 August 10, 2026
1 PUBLIC HEARING CLOSED
2 3 Commissioner Bender referenced Page 32 of the DDA which was signed by the applicant 4 and a number of City officials past and present. He stated he was not concerned with the 5 legality of the document, which staff confirmed had been recorded. 6 7 Commissioner Bender sympathized with the hurdles the applicant had to go through. As 8 a retired architect, he was aware fire departments could slow a project, were oftentimes 9 non-responsive and oftentimes a Fire Protection Engineer was required as a consultant. 10 He stated he had voted against the project in the second go around and had been more 11 comfortable when it had been a two-building scenario due to the potential diesel pollution 12 and large trucks the facility was designed for (18-wheelers), which would further 13 deteriorate San Pablo Avenue. He heard nothing at this time to change his mind. He 14 added the Environmental Justice Element had identified the most impacted 15 neighborhoods as those located immediately west of the facility. As part of the prior review 16 of the project, some analysis had been provided about pollution and sources of pollution, 17 and he found it strange it had identified I-80 and not San Pablo Avenue, which was a relief 18 valve for I-80. He remained bothered by the project for those reasons and pointed out 19 construction costs were not going down but would continue to increase. Also, there was 20 a lot of warehouse distribution space in the City of Richmond sitting empty, with two 21 buildings built within the last two years, with little traffic, and other spaces had become 22 available. While the proposed building may be different than those buildings since it would 23 sit higher, he remained concerned with the impacts, particularly diesel trucks on City 24 streets.
25 26 Commissioner Martinez remained concerned with the continual delays and revenue not 27 being realized by the City. He could not in good conscience provide another extension for 28 the project. He suggested if the Project Manager for the project knew entitlements were 29 about to go away he should have had the best engineer and architect teams mandated 30 via contracts to deliver by the timelines. The applicant had requested extensions since 31 2019, without putting 50 or 75 percent down. He would like to know whether the City had 32 received any money for the project and emphasized the City of Pinole was facing a 33 significant cost to repair its roads, with San Pablo Avenue a difficult road to drive. If the 34 applicant could not bring in the revenue and stick to the deadlines, he could not approve 35 another extension. He added he had been a member of the Planning Commission in 2024 36 when the last extension was requested, and based on the financial standpoint, it made it 37 difficult for him to support an extension.
38 39 Commissioner Lam-Julian, also a member of the Planning Commission in 2024, was 40 frustrated the parcel would be a warehouse since it was one of the last pieces of land the 41 City had to do something with. While the design was beautiful and acknowledging the 42 reasons for the delay, as a community member and looking at the parcel, which was close 43 to the San Francisco Bay Trail and could be a mixed use other than a warehouse, she did 44 not want to see the City miss out on building something for the community and something 45 that brought revenue to the City.
46 47 Commissioner Lam-Julian reported she had spoken to members of the community who 48 lived near the area and who were not excited about this project. 49

9 August 10, 2026
1 Many were working members of the community who were challenged to participate and 2 provide public comment. Commissioner Lam-Julian was not comfortable with the project 3 or approving another extension and would like to see the City think outside the box and 4 consider other options.
5 6 Commissioner Huey shared Commissioner Bender’s concerns with the potential 7 environmental and health impacts. The project had already been entitled when she joined 8 the Planning Commission and she had a hard time understanding the factors at play for 9 the request for an extension the third time around. She suggested the Planning 10 Commission consider a progress report request or check in since the last extension was 11 approved, which should be mandated when an applicant reached a third extension 12 request. While she understood the concerns with the project and was sympathetic to the 13 reasons for delays, at this time she could go one way or another for the project. 14 15 Commissioner Menis asked whether it would be possible to place a condition on the 16 project based on Environmental Justice Actions, EJ 2.4.9, EJ 2.4.6 and EJ 4.4.3. He 17 asked if a condition could be structured to limit the number of diesel trucks or to prohibit 18 the use of diesel trucks and require the use of light or electric trucks, while also allowing 19 the project to remain financially feasible and remain within the one-year time line. 20 21 Mr. Hanham confirmed if that was something the Planning Commission wanted to do, staff 22 could craft new conditions and the application could be continued. Staff could also get 23 more information on the DDA and possibly have the City Attorney present to provide 24 clarification. The item could be continued to a date certain and since the applicant had 25 applied for the extension prior to the expiration date, it would not impact the project until 26 the Planning Commission took final action. He confirmed whether the project was 27 continued or not the deadline for the entitlements remained June 10, 2027. 28 29 Vice-Chairperson Uch recalled when he first joined the Planning Commission, he was 30 pleased to see the City was seeing some Light Industrial development, but now and over 31 time and hearing the feedback from other Commissioners, the warehouse industry was 32 challenged, jobs were not well-paying blue-collar jobs and there were concerns with 33 impacts as a result of the current federal Administration, with most warehouses/offices 34 sitting empty. Even if the use was an active use, there were pollution issues and 35 technology was not there yet for medium or heavy trucks, which raised other issues. He 36 also recognized the City’s crumbling infrastructure. Even if the entitlements were 37 extended, there was no guarantee the project would happen and there could be other 38 opportunities. He would like to see the City have a more diverse economy, not just 39 warehouse spaces, and possibly Light Industrial uses with some sort of manufacturing. 40 He had no confidence in the project given the testimony. 41 42 Chairperson Sandoval concurred that the project had been inherited and he was not happy 43 with another warehouse in the City. He also recognized Contra Costa County was 44 experiencing an empty warehouse problem. He would like to have confidence a good 45 tenant would activate the space, but was not entirely confident it would be quickly filled 46 and the project may not be able to be completed. He also shared the concerns with the 47 environmental impacts, and impacts to the City’s roads from large diesel trucks. He 48 suggested there would be few community benefits beyond a warehouse and suggested 49 the community deserved better. He would like to see something else and could not 50 support the item.

10 August 10, 2026
1 Commissioner Menis offered a motion, seconded by Commissioner Huey to continue 2 Pinole Shores II Entitlements Extension to the next meeting of the Planning Commission. 3 4 MOTION to continue Pinole Shores II Entitlements Extension to the next meeting of the 5 Planning Commission.
6 7 MOTION: Menis SECONDED: Huey FAILED: 2-5
8 NOES: Martinez, Lam-Julian, Bender, Uch, Sandoval
9 10 Chairperson Sandoval referenced Page 21 of 130 of the agenda packet, 4. Process and 11 Procedures, Section 17.10.100 of the PMC, 3. Permit Findings, which stated: The 12 extension may be granted only when the designated approving authority finds that the 13 original permit findings can be made and there are no changed circumstances or there 14 has been diligent pursuit to exercise the permit that warrants such an extension. In his 15 opinion, the finding had not been met.
16 17 Commissioner Menis also spoke to the same finding, and asked whether staff was of the 18 opinion the applicant had been in diligent pursuit to exercise the permit that warrants such 19 an extension.
20 21 Mr. Hanham noted staff had recommended approval of the entitlement extension and 22 found that the applicant had met the finding.
23 24 Chairperson Sandoval pointed out the Planning Commission as the approving body may 25 reject the staff recommendation.
26 27 Commissioner Huey asked for clarification if the Planning Commisision rejected the 28 entitlement extension and the decision of the Planning Commission was appealed to the 29 City Council. She asked if the City Council approved the request whether that would mean 30 the Planning Commission may not impose additional conditions. 31 32 Mr. Hanham confirmed if the Planning Commisision rejected the entitlement extension 33 and the decision of the Planning Commission was appealed to the City Council and the 34 City Council approved the request; the project would not come back to the Planning 35 Commission for additional consideration or conditions. 36 37 Commissioner Huey asked the Planning Commission to consider potential conditions that 38 could be forwarded to the City Council for consideration in the event the request was 39 denied and the decision was appealed to the City Council. 40 41 Commissioner Menis asked the Planning Commission to consider conditions now that 42 could be imposed on the project.
43 44 Mr. Hanham clarified the only time additional conditions would come into play was if the 45 Planning Commission voted in favor of the entitlement extension. He added that in the 46 event the Planning Commission denied the entitlement extension and the decision was 47 appealed to the City Council, the City Council would have the final say whether to add 48 conditions or not and whether to approve or deny the request. It was possible the City 49 Council may decide to send the project back to the Planning Commission to reconsider 50 the project, and in that case additional conditions could be added at that time.

11 August 10, 2026
1 Regardless, the City Council would be provided copies of the Planning Commission 2 meeting minutes, copies of the Planning Commission staff report and any documentation 3 if the decision of the Planning Commission was appealed. 4 5 Commissioner Huey asked whether the Commission wanted to consider any additional 6 conditions that could be forwarded to the City Council for consideration in the event of an 7 appeal and to provide the City Council with a record of the discussion. 8 9 Commissioner Menis stated he would have preferred a continuance to draft conditions, 10 but would recommend a new condition based on the Environmental Justice Elements, 11 previously identified, that would bar the use of diesel trucks to the property. 12 13 Mr. Hanham understood Commissioner Menis sought a condition where the project shall 14 not allow for diesel fuel trucks to be used in the process of delivery of products to and from 15 the establishment based on the Environmental Justice Elements actions previously 16 identified as Environmental Justice Actions, EJ 2.4.9, EJ 2.4.6 and EJ 4.4.3. 17 18 Commissioner Bender suggested doing that would, in effect, mirror what West County had 19 done in the City of Richmond, when Richmond citizens had an uproar over distribution 20 centers and when there was a moratorium for a time. In that case, the County drafted 21 new regulations to stipulate that any new distribution centers had to have the electrical 22 infrastructure installed, not just conduit stub ups and the like, and have the wiring in place. 23 If this project was approved, only the conduits and stub ups would be installed for future 24 electrical hookup.
25 26 Commissioner Martinez commented he had not had the opportunity to read the entire 27 documentation provided for the item and would have to do that, but needed to understand 28 how the money would flow. Since the initial approval of the project, he was unsure whether 29 the City had been paid any fees for the project. Having watched the City’s Capital 30 Improvement Program (CIP) over the years, there was not a large volume of money from 31 Pinole Shores II. He asked City staff to provide a clear understanding of the timeline of 32 payment for the project. If the City was not paid until the end and nothing happened with 33 the project, the City could get nothing other than some limited fees. He again would like 34 a better understanding of the DDA and the money.
35 36 Chairperson Sandoval suggested the Planning Commission should not be considering the 37 financial aspects of the project but the land use perspective and whether the extension 38 was warranted.
39 40 Mr. Hanham suggested if the Planning Commission wanted more information or time to 41 review all of the documents, he would recommend the item be continued to the next 42 regularly scheduled meeting. If the item were continued, the public hearing would not 43 have to be re-noticed.
44 45 Commissioner Bender otherwise commented it was not unusual to have delays in projects. 46 The biggest delays were City reversals, changes and wanting to add things, with 47 negotiations ongoing. Also, if the financing was not available the project could not 48 proceed, which impacted the commercial world in terms of securing tenants. He added 49 that a few months ago he checked the County website and learned the subject property 50 was still City property.

12 August 10, 2026
1 Mr. Hanham confirmed the property was still City property at this point. 2 3 Chairperson Sandoval respected the recommendation from staff to continue the item, but 4 respectfully disagreed and offered a motion to deny Resolution 26-08, as the Planning 5 Commission found there had not been diligent pursuit to exercise the permit and the 6 extension was not warranted.
7 8 MOTION to deny Planning Commission Resolution 26-08, a Resolution of the Planning 9 Commission of the City of Pinole Approving an Extension Until June 10, 2027 of the 10 Entitlements Adopted Via Resolution 24-02 for the Pinole Shores II Project (DR 23-12 and 11 CUP 23-05) Located at 850 San Pablo Avenue (APN 402-230-024), as the Planning 12 Commission found there had not been diligent pursuit to exercise the permit and the 13 extension was not warranted.
14 15 MOTION: Sandoval SECONDED: Martinez APPROVED: 6-
16 1
17 NOES: Menis
18 19 Chairperson Sandoval identified the 10-day appeal process of a decision of the Planning 20 Commission in writing to the City Clerk.
21 22 H. OLD BUSINESS: None
23 24 I. NEW BUSINESS: None
25 26 J. CITY PLANNER’S/COMMISSIONER’S REPORT
27 28 Mr. Hanham provided the following updates:
29 30 • The former Kmart building had been demolished with fencing to be installed. 31 32 • Staff continued to work with the developers of the Appian 80 Shopping Center. 33 34 • Staff continued to work on potential entitlements for Pinole Vista. 35 36 • Staff continued to implement Housing Element policy programs, and; 37 38 • The City website now included a Geographic Information System (GIS) Zoning Map 39 for residents to obtain information about their property zoning designations. 40 41 Mr. Hanham further reported he submitted a Letter of Resignation to the City of Pinole and 42 his last day would be September 3, 2026. He was moving on to the City of Lodi as its 43 Community Development Director. He expressed his appreciation to the current and former 44 Planning Commissions, recognized and appreciated everyone’s work on City policies and 45 procedures and highlighted some of the many projects approved by the Planning 46 Commission during his tenure with the City of Pinole. He wished everyone the best. 47 48 Commissioner Menis expressed his gratitude to Mr. Hanham for all of his work with the 49 Planning Commission and stated he would be missed.

13 August 10, 2026
1 2 Commissioner Huey expressed her appreciation to Mr. Hanham for his follow-up, ability to 3 seek questions and answers and the ability to attend Planning Academies with Planning 4 Commissioners. She was confident their paths would cross again. 5 6 Commissioner Martinez also thanked Mr. Hanham for his service to the City of Pinole under 7 whose guidance the City had been able to obtain funds for reinvestment and future 8 development. He recognized Mr. Hanham and the hard work of his team. 9 10 Commissioner Lam-Julian further thanked Mr. Hanham for making everything digestible, 11 recognized his kindness and compassion and helping her to think things through and be 12 better when reviewing projects. She also recognized his accessibility and understanding 13 about the background of projects and helping her to see the vision for the future. She too 14 recognized the importance of the Planning Academies. 15 16 Vice-Chairperson Uch thanked Mr. Hanham for all of his work for the City of Pinole, his 17 accessibility and willingness to work with him as a new Planning Commissioner and stated 18 his guidance, work commitment and service to the City was inspiring. 19 20 Commissioner Bender congratulated Mr. Hanham on his next endeavor and thanked him for 21 his tenure with the City. He also recognized that during Mr. Hanham’s tenure, the Planning 22 Commission had not seen anything as ugly as the Gateway West/East Project (Sprouts), 23 acknowledging that things had improved. As a former member of the Design Review Board 24 (DRB) and past member of the Planning Commission when the Gateway Project, which had 25 originally included Safeway, had been proposed, that project was one of the reasons he left 26 the Planning Commission at that time. While he had no regrets, that was a far better-looking 27 project than what had ultimately been built on Pinole Valley Road, which he suggested was 28 overscale. He thanked Mr. Hanham for allowing developers and architects to be able to do 29 what they were doing, and wished him the best of luck. 30 31 Chairperson Sandoval also wished Mr. Hanham well on his next endeavor, recognized his 32 service to the City, with the City having grown beautifully under his leadership with 600 new 33 units. He too recognized Mr. Hanham held developers and people to a higher standard, 34 which had benefitted the community. He also recognized Mr. Hanham had been extremely 35 gracious to the Planning Commission, allowing it to develop. He wished him the best of luck 36 in the City of Lodi.
37 38 Mr. Hanham thanked the Planning Commission for the kind comments. 39 40 Commissioner Bender referenced the installation of the flood lighting on the old bank building, 41 which had conduit sticking out of the building, and naked light bulbs, serving as the flood 42 lights and asked if the work was permitted. He understood the lighting was to be shielded 43 and discreet.
44 45 Mr. Hanham understood some lighting was required consistent with the building, but he 46 would have to check the Conditions of Approval for the project since he understood nothing 47 was to be attached to the building. If the lighting was not allowed, code enforcement may be 48 needed.
49 50 K. COMMUNICATIONS

14 August 10, 2026
1 2 Commissioner Menis reported that upcoming community events included: a general food 3 produce distribution this date at the Senior Center; Senior Food Distribution from 10:00 to 4 11:00 a.m. at the Senior Center on August 11, 2026; and backpack distribution for Pinole 5 students at the Alex Clark Room in the Public Safety Building, on August 13, 2026 from 2:00 6 to 5:00 p.m. sponsored by the Pinole Police Department (PPD). He reported on the rate of 7 COVID-19 in the community which had increased, and in the state as a whole as of August 8 1, 2026, at a moderate level and more locally locations ranged from moderate to very high. 9 While rates continued to rise, he encouraged people to wear masks indoors and if levels 10 continued to rise further wear masks outdoors.
11 12 L. CITIZENS TO BE HEARD (Continued from Item E)
13 Open only to members of the public who did not speak under the first Citizens to be Heard 14 Agenda Item. The public may address the Planning Commission on items that were within 15 its jurisdiction and not otherwise listed on the agenda. Planning Commissioners may discuss 16 the matter brought to their attention, but by State law (Ralph M. Brown Act), action must be 17 deferred to a future meeting. Time allowed: four (4) minutes each. 18 19 Anthony Vossbrink expressed his disappointment with the current City Council. He was 20 unsure who would run for election in November 2026 and hoped for new Council members. 21 He was also disappointed Mr. Hanham was leaving the City of Pinole and asked if it was 22 because of the new City Manager or the possible changing of the guard of the current City 23 Council. He asked whether assistance could be provided to residents when communicating 24 with Caltrans either via telephone or writing letters as related to the lights along San Pablo 25 Avenue, Pinole Valley Road or over the I-80 interchange, which had been out for months if 26 not years, and weed abatement. He asked why the City could not designate a staff member 27 to be in touch with Caltrans and the public to get some of those issues resolved and asked 28 for clarification of the boundary lines between the City of Pinole and Caltrans. 29 30 Mr. Vossbrink also reported on the volume of debris behind the Pinole Library and suggested 31 the City and the County should be jointly responsible for cleanup, with assistance from the 32 Pinole Garden Club and Friends of Pinole Creek Watershed. The property had been in this 33 condition for over a year, and while he understood the County was responsible, the area was 34 a potential fire hazard. He also questioned why the Pinole Library improvements only 35 included the HVAC system, new roof and Americans with Disabilities Act (ADA) 36 improvements, and not re-pavement of the parking lot, which was full of potholes, or repair 37 of the narrow driveway ingress/egress.
38 39 Chairperson Sandoval reminded the speaker the Planning Commission had reduced the time 40 period for Citizens to be Heard from five to four minutes. As to the issues with Caltrans, he 41 noted that was a Public Works Department issue.
42 43 Mr. Hanham clarified that most of the boundaries were the cyclone fences, which were the 44 indicators of where the right-of-way (ROW) ended and the City limit started; everything below 45 the highway bridges was Caltrans property, with the City usually having easements to allow 46 maintenance under the bridge areas, and the fences off of Pinole Valley Road were the 47 indicators of the Caltrans and City of Pinole ROWs.
48 49 Commissioner Menis understood Mr. Hanham was moving to a new endeavor to be closer 50 to home, which would also include a reduction in his commute.

15 August 10, 2026
1 2 Mr. Hanham clarified this was an opportunity that had presented itself from a personal and 3 professional standpoint, and the commute did play into it. He enjoyed working with the City 4 of Pinole and all Community Development Department staff. He recognized there was no 5 one on the current Planning Commission who had been on the Planning Commission when 6 he first started with the City, but which was exciting and he hoped would continue, since the 7 Planning Commission as a unit did good work. He again wished everyone the best of luck. 8 9 M. NEXT MEETING
10 11 1. Planning Commission Regular Meeting on September 14, 2026 at 7:00 p.m. 12 13 N. ADJOURNMENT: 9:28 p.m.
14 15 Transcribed by:
16 17 Sherri D. Lewis
18 Transcriber

GRP Shores, LLC
Appeal of Planning Commission Denial of Entitlement Extension Pinole Shores II Project (830-848 San Pablo Avenue; APN 402-230-024) APPLICANT / APPELLANT: GRP Shores, LLC, a California limited liability company PROJECT ENTITLEMENTS: Design Review (DR 23-12), Conditional Use Permit (CUP 23-05), and Parcel Map (approved via Resolution
24-02)
DATE OF HEARING: September 15, 2026
September 8, 2026

VIA E-MAIL
Office of the City Clerk
City of Pinole
2131 Pear Street
Pinole, CA 94564
SUBJECT: NOTICE OF APPEAL OF PLANNING COMMISSION RESOLUTION 26-08 (DENIAL OF ENTITLEMENT EXTENSION -- PINOLE SHORES II PROJECT, 830-848 SAN PABLO AVENUE; APN 402-230-024) Dear City Clerk and Honorable Members of the City Council:

Pursuant to the Pinole Municipal Code (PMC) and the California Planning and Zoning Law, GRP Shores, LLC ("Appellant") hereby submits this Notice of Amended Appeal and formal Amended Appeal Petition to challenge the Planning Commission's August 10, 2026, decision. Through Resolution 26-08, the Planning Commission denied Appellant's timely request for a one-year extension of the land-use entitlements approved on June 10, 2024, via Resolution 24-02.

As detailed in the accompanying Amended Appeal Petition, the Planning Commission's denial constitutes a prejudicial abuse of discretion and a reversible error of law. The Commission's decision was largely predicated on issues entirely outside of its regulatory jurisdiction under PMC Section

17.10.100—specifically, an inquiry into the financial terms of the executed Disposition and Development Agreement (DDA) between GRP Shores, LLC and the City of Pinole, which is an administrative contract governed exclusively by the City Council. Furthermore, individual Commissioners improperly attempted to utilize an extension application to retroactively impose an unconstitutional and legally preempted

operational condition banning diesel trucks from the site, in direct conflict with federal law, CARB regulations, and the project's certified CEQA record. The administrative delays that necessitated this extension request were directly caused by working out complex, technical fire-safety engineering modifications requested by the Contra Costa County Fire Protection District ("Confire"), coupled with the untimely retirement of key consultants. This provides legal justification for a standard time extension.

Crucially, GRP Shores' entitlements are legally tolled as a matter of law. Under the California Subdivision Map Act (Government Code Sections 66452.6(b)(1) and 66463.5(f)), the expiration of the approved Parcel Map is tolled during a regulatory 'development moratorium' caused by delays in obtaining approvals from outside public agencies like Confire. The tolling period runs from the date of final entitlement approval on June 24, 2024, through the Fire Department's official approval of the AMMR on August 12, 2025. This represents exactly 414 days of regulatory delay, which legally extends the baseline entitlements to August 12, 2027 by operation of state law. Furthermore, under DDA Section 11.2, the City is contractually obligated to toll all performance milestones and entitlement dates during an 'enforced delay' resulting from the acts or inactions of third-party public entities like Confire. To deny the extension and claim the permits have expired represents a direct breach of contract and a violation of GRP Shores' contractual vested rights.

GRP Shores, LLC remains in full compliance with its contractual obligations under the active DDA, has paid all required deposits, and maintains an active Community Workforce and Training Agreement (CWTA) in support of local labor. We respectfully request that the City Council schedule a public hearing on this matter, reverse the Planning Commission's unlawful denial, and approve the one-year entitlement extension through June 10, 2027, as recommended by the City's own Planning Staff.

Enclosed Supporting Materials for the Administrative Record:
- Completed and Signed City of Pinole Appeal Application Form (previously submitted) - Required Appeal Filing Fee and Deposit ($500 Application Fee + $2,500 Initial Deposit)(previously submitted)
- Formal Amended Appeal Petition Statement of Grounds (Comprehensive Legal & Factual Memorandum)
- Disposition and Development Agreement (DDA) by and between GRP Shores, LLC and the City of Pinole (dated May 9, 2022)
- Executed Community Workforce and Training Agreement (CWTA) for the Pinole Shores II Project
Respectfully Submitted,
GRP Shores, LLC
By: _________________________________
Title: Manager, GRP Shores, LLC

SEPTEMBER 08, 2026 AMENDED NOTICE OF APPEAL

AND STATEMENT OF GROUNDS
Appeal of Planning Commission Denial of Entitlement Extension Pinole Shores II Project (830-848 San Pablo Avenue; APN 402-230-024) APPELLANT / DEVELOPER: GRP Shores, LLC, a California limited liability company PROJECT SITE & LOCATION: 830-848 San Pablo Avenue, Pinole, CA (APN 402-230-024)
PROJECT ENTITLEMENTS: Conditional Use Permit (CUP 23-05), Design Review (DR 23-12), and Parcel Map (approved via Resolution
24-02)
DATE OF HEARING / DENIAL: August 10, 2026 (Planning Commission Resolution 26-08)
I. Executive Summary
GRP Shores, LLC ("Appellant" or "Developer") respectfully submits this Amended Notice of Appeal and formal Appeal Petition to the City Council of the City of Pinole, challenging the Planning Commission's August 10, 2026, decision. Through Resolution 26-08, the Planning Commission denied Appellant's timely request for a standard, one-year extension of the land-use entitlements approved on June 24, 2024, via Resolution 24-02. The project—a high-quality, 121,000-square-foot light-industrial and wholesale distribution building designed to revitalize a long-blighted, former auto-wrecking yard—was strongly supported and recommended for approval by the City's own Planning Division staff.

In denying the extension, the Planning Commission committed multiple reversible errors of law, exceeded its jurisdiction, and abused its discretion. Rather than reviewing the application under the narrow, objective land-use criteria mandated by Pinole Municipal Code ("PMC") Section 17.10.100.C, individual Commissioners improperly based their votes on: (1) an ultra vires review and questioning of the financial terms of the executed Disposition and Development Agreement ("DDA"), which is a binding contract governed exclusively by the City Council; (2) an attempt to retroactively impose an unconstitutional and legally preempted operational condition banning diesel trucks from the site, which would constructively nullify the approved land use; (3) a minor clerical typo in the staff report regarding Safeway that has no bearing on the project; and (4) a total failure to recognize the statutory and contractual tolling rights mandated by the California Subdivision Map Act and DDA Section 11.2.

Crucially, this Amended Petition demonstrates that by right of both California statutory law and City contract, GRP Shores' entitlements are legally tolled and have not expired. The extensive, 414-day delay

in obtaining building permits was caused entirely by working with the Contra Costa County Fire Protection District ("Confire") to reconcile complex fire-sprinkler layouts. Under Government Code Sections 66452.6 and 66463.5, this regulatory review constitutes a statutory 'development moratorium' that tolls the expiration clock. Furthermore, because the City is a direct contracting party to the DDA, the City has a proprietary duty of cooperation and a covenant of good faith and fair dealing. Under established California case law, the City is contractually obligated to toll the development schedule and is estopped from retroactively revoking or denying GRP Shores' entitlements. GRP Shores remains in complete contractual compliance, has paid all required deposits, and maintains an active Community Workforce and Training Agreement (CWTA) in support of local union labor. Appellant respectfully requests that the City Council reverse the Planning Commission's unlawful denial, confirm that the project is legally tolled, and grant the extension through June 24, 2027.

II. Factual and Procedural Background
A. Site History and the DDA: The subject property consists of approximately 7.37 acres of City-owned land at 830-848 San Pablo Avenue. For decades, the site operated as an auto-wrecking yard, leaving behind severe environmental soil contamination. In April 2005, the City's Redevelopment Agency approved a DDA to transform this blighted parcel with a another developer that developed Phase I of the project. Following several development iterations, GRP Shores, LLC and the City executed a final, binding DDA dated May 9, 2022, establishing a purchase price of $3,075,000. Under the terms of the DDA, the close of escrow is conditioned upon GRP Shores securing all necessary entitlements and building permits. GRP Shores remains in full compliance with the DDA, having paid all required deposits, and the contract remains in full force and effect.

B. Entitlement Approval (June 24, 2024): On June 24, 2024, the Planning Commission adopted Resolution 24-02, which approved a Conditional Use Permit (CUP 23-05), comprehensive Design Review (DR 23-12), and a Parcel Map for a single 121,000-square-foot warehouse and wholesale distribution building. The approvals included certified California Environmental Quality Act ("CEQA") Subsequent Initial Study / Negative Declaration ("IS/ND") findings. The entitlements were granted with a standard two-year expiration window, requiring the Developer to secure a building permit (exercise the entitlements) by June 24, 2026 (with the baseline clock officially established by Planning Commission approval of the entitlements on June 24, 2024).

C. Diligent Pursuit and Delays with Outside Agencies: Immediately following approval, the Developer engaged in highly technical, diligent design work to secure construction permits. However, the project encountered substantial administrative delays beyond its control, specifically during the plan check and code-reconciliation process with Confire regarding a deficiency in the public water supply. To resolve this, the Developer's engineering team spent 414 days coordinating an Alternate Means and Methods Request (AMMR) with Confire to establish code equivalency via upgraded non-combustible construction and advanced Early Suppression Fast Response (ESFR) sprinklers. The AMMR was officially approved by the Fire Marshal on August 12, 2025. These technical revisions coincided with the retirement of the Developer's primary architects and engineers, forcing the Developer to source and retain an entirely new

design team to re-draft construction drawings. The consultant transition compounded an already-existing agency-driven redesign process and required the Developer to retain a replacement professional team to continue addressing Confire's outstanding requirements.

D. Extension Application and Staff Support: In strict accordance with PMC Section 17.10.100.C, GRP Shores filed a timely entitlement extension application on May 8, 2026—more than 30 days prior to the expiration date. In its staff report for the August 10, 2026 meeting, the Planning Division strongly supported the one-year extension, drafting Resolution 26-08. Planning staff explicitly found that GRP Shores had diligently pursued the project, that the delays were common and justified, and that no land-use circumstances had changed.

E. The August 10, 2026 Planning Commission Hearing: At the public hearing, the Planning Commission digressed from standard land-use analysis. Multiple Commissioners launched inquiries into the financial wisdom and payment schedule of the underlying DDA—fearing that permitting delays would stall the City's receipt of the $3.075 million purchase price. Despite Planning Manager David Hannum's repeated admonitions that the DDA was a legislative contract approved by the City Council and that the Commission lacked the authority to review or alter its terms, individual Commissioners refused to proceed. Additionally, a Commissioner attempted to utilize the newly adopted Environmental Justice ("EJ") Element (passed in January 2026) to impose a retroactive condition completely banning diesel trucks from accessing the wholesale distribution site. Based on these extra-jurisdictional and legally preempted issues, the Commission voted to deny the extension.

III. Grounds for Appeal
Ground I: The Planning Commission Exceeded Its Jurisdiction by Reviewing and Basing its Denial on the Contractual and Financial Terms of the City Council-Approved DDA
The Planning Commission's primary justification for denying the extension was its objection to the underlying transactional timelines and payment schedules set forth in the DDA. Commissioner Martinez repeatedly questioned the financial structure of the deal, asserting that 'every year that's delayed... means another year we're not getting funding' and declaring, 'I'm not sure the rest of my peers up here have had the same amount of time to review exactly what we're approving because it's not just the approval of an extension. It's also an approval of whatever those timelines were given for that payment schedule.'
This line of inquiry and subsequent denial represents a fundamental and prejudicial error of law:
• Ultra Vires Contract Review: The DDA is a binding, legislative contract executed between GRP Shores, LLC and the City of Pinole on May 9, 2022. Under California Government Code and the Pinole Charter, the City Council is the sole legislative body authorized to contract on behalf of the City, dispose of municipal property, and establish real estate pricing. The Planning Commission is an administrative, advisory body whose charter is strictly limited to land use, zoning, design review, and CEQA compliance.

The Commission does not have authority to review, renegotiate, interpret, or enforce municipal real estate contracts.
• Failure to Separate Police Power from Contractual Rights: Planning Manager David Hanham correctly and repeatedly warned the Commission: 'If the question is regarding the financial aspect... that was basically hammered out between the city council and the applicant... you guys are responsible for the land use, the zoning, the entitlements... and not necessarily the agreement. The planning commission does not have authority to do that.' By ignoring staff and basing its denial on the contractual payment timelines, the Planning Commission acted ultra vires, violating the separation of powers established in the Pinole Municipal Code.

Ground II: The Attempt to Retroactively Impose a "No Diesel Trucks" Condition is Legally Preempted by Federal and State Law, Arbitrary, and Lacks Substantial Evidence
During the hearing, a Commissioner introduced the newly enacted Environmental Justice (EJ) Element (adopted in January 2026) and suggested that under PMC Section 17.10.100.C.2, the Commission could condition the extension on a total ban of diesel trucks accessing the site. This proposed condition is completely unlawful and represents an abuse of discretion:
• Federal and State Preemption: Under the Federal Clean Air Act and California Air Resources Board (CARB) regulations, local municipal boards are strictly preempted from establishing vehicle emission standards, regulating tailpipe emissions, or banning classes of commercially licensed, state-compliant vehicles from public roads and private commercial facilities. The Planning Commission lacks the constitutional and statutory authority to ban diesel trucks. • Constructive Revocation of the Approved CUP: The Planning Commission approved a CUP in June 2024 specifically authorizing a 121,000-square-foot 'wholesale distribution' facility. By definition, a regional wholesale distribution warehouse cannot operate without logistics and commercial truck deliveries. Imposing a complete diesel truck ban is a constructive revocation of the approved land use itself, violating GRP Shores' vested rights under its active entitlements and the DDA, which contractually obligates the City to cooperate in the development of the warehouse. • Conflict with Certified CEQA Record: The certified CEQA Subsequent IS/ND for the project explicitly analyzed the environmental impacts of heavy heavy-duty diesel trucks (HHDTs) utilizing the site (projecting approximately 100 daily truck trips). The CEQA document concluded that with the extensive mitigation measures already incorporated as Conditions of Approval—specifically COA AQ-2 (construction diesel filters) and COA NOI-3 (restricting operational hours to 7:00 AM–7:00 PM and limiting idling to 5 minutes)—the air quality, noise, and health risks would remain less than significant.

The administrative record contains no substantial evidence showing a new or increased environmental impact. The Commission cannot use an extension application as a back-door mechanism to re-litigate a certified CEQA document.

Ground III: GRP Shores, LLC Met All Statutory Requirements for an Extension under PMC Section 17.10.100, Demonstrating Extraordinary "Diligent Pursuit" Under PMC Section 17.10.100.C, an extension of entitlements must be granted if the reviewing authority finds that: (1) the original permit findings can still be made; (2) there are no changed land-use circumstances; and (3) there has been a diligent pursuit to exercise the permit. The Developer overwhelmingly satisfied all three criteria, and the Commission's contrary finding is completely unsupported by the evidence:
• Consistent Findings & Circumstances: As confirmed by the Planning Division staff report, the physical, zoning, and General Plan characteristics of the site remain completely unchanged since June 2024. The site is zoned OIMU (Office Industrial Mixed Use) and is designed for industrial/wholesale employment.

The original CUP and Design Review findings remain fully valid. • Undisputed Evidence of Diligent Pursuit: The record shows GRP Shores has spent over six hundred thousand dollars on architectural and civil engineering and has paid all City deposits and fees. The two-year delay in obtaining building permits was directly caused by navigating highly complex, technical fire-safety and water-pressure requirements with Confire, which required extensive redesign of sprinkler and access layouts. This coincided with the retirement of their primary consultants, forcing GRP Shores to bring on a new engineering firm to re-draft construction drawings. Planning Manager David Hanham explicitly verified these facts to the Commission, stating that such administrative delays with regulatory agencies are very common and represent 'diligent pursuit.' The Commission's disregard of these undisputed facts constitutes a prejudicial abuse of discretion.

Ground IV: Under California Law, GRP Shores is Entitled to Statutory and Contractual Tolling of the Entitlement Expiration Clock Due to Regulatory Delays by Other Public Agencies
In addition to the standard discretionary extension, California land-use law and the project's contract explicitly provide for "tolling" (suspension of the expiration clock) during periods of delay caused by third-party regulatory agencies. The Planning Commission's failure to recognize these tolling mechanisms constitutes an error of law:
• Statutory Tolling Under the Subdivision Map Act: GRP Shores has an approved Parcel Map (Resolution 24-02), which was approved concurrently with the CUP and Design Review. Under the California Subdivision Map Act (Government Code Sections 66452.6(b)(1) and 66463.5(f)), the expiration of a subdivision map is automatically tolled for the duration of a "development moratorium," up to five years. Section 66452.6(f) explicitly defines a development moratorium to include the period during which a development project is prevented or delayed because of the actions, inactions, or conditions of "other public, state, or federal agencies having regulatory authority over the project." • The Confire AMMR Delay Timeline: The Contra Costa County Fire Protection District is a separate public agency possessing exclusive regulatory authority over fire code compliance. The regulatory delay caused by Confire's plan check and AMMR review (FD Permit #2025000305) directly prevented and delayed GRP Shores from satisfying the conditions of approval necessary to secure building permits and

record the final map. This statutory tolling period ran from the date of the final baseline entitlement approval on June 24, 2024, through the Fire Department's official approval of the AMMR on August 12, 2025. This represents a period of exactly 414 days of regulatory delay. Under Government Code Sections 66452.6 and 66463.5, this 414-day pause must be added to the two-year entitlement period, extending the baseline entitlements to August 12, 2027 by operation of state law. Consequently, the entitlements have not expired and remain fully active and valid.
• Tolling of Associated Discretionary Permits: Under established California judicial precedent, when discretionary permits (such as a Conditional Use Permit or Design Review) are approved concurrently with and are dependent upon a subdivision map, the expiration of those discretionary permits is tolled concurrently with the map. This is a standard land-use principle necessary to prevent the unintended result of a map remaining valid under state law while the underlying permits required to satisfy map conditions are allowed to expire.
• Contractual Tolling Under DDA Section 11.2: The executed Disposition and Development Agreement (DDA) between the City of Pinole and GRP Shores, LLC contains a mandatory tolling provision. Section

11.2 ("Enforced Delay: Extension of Times of Performance") contractually extends and tolls all performance timelines, milestone schedules, and permit expiration dates during any period of delay caused by "acts or failures to act of any public or governmental agency or entity" (excluding the City itself) of which the City was notified in writing. Confire's 414-day regulatory review of the sprinkler and safety layouts falls squarely within this definition. The City is contractually bound to toll GRP Shores' entitlement clock for the duration of this enforced delay. To deny the extension and claim the permits have expired is a direct breach of DDA Section 11.2.

Ground V: The City is Contractually Obligated Under the Binding DDA to Cooperate and Grant the Time Extension, and Denying the Extension Breaches the DDA and Violates GRP Shores' Contractual Vested Rights
Beyond statutory land-use standards, the City of Pinole is contractually bound to cooperate with GRP Shores under the executed, active DDA dated May 9, 2022. The Planning Commission's denial represents a direct breach of this agreement and a violation of the developer's contractual vested rights:
• Proprietary Capacity and the Duty of Good Faith and Fair Dealing: When a municipality enters into a proprietary development contract (such as a DDA for the sale and development of land), it acts in its business and proprietary capacity and is bound by the same rules of contract law as a private party, including the implied covenant of good faith and fair dealing (Mammoth Lakes Land Acquisition, LLC v.

Town of Mammoth Lakes (2011) 191 Cal.App.4th 435; Stephens v. City of Vista (9th Cir. 1993) 994 F.2d 650). The City cannot utilize its administrative land-use procedures (the entitlement extension) as a backdoor mechanism to unilaterally escape its contractual obligations or frustrate GRP Shores' ability to satisfy the contract's conditions precedent.
• The Contractual Duty of Cooperation: The DDA contractually obligates the City to sell the property to GRP Shores for $3,075,000 once entitlements and building permits are secured. By executing this contract, the City assumed an express and implied duty to cooperate with GRP Shores in obtaining those

permits. Refusing to extend the entitlements to accommodate regulatory delays by Confire constitutes a direct breach of this duty of cooperation and acts as a constructive breach of the contract itself. • Promissory Estoppel and Equitable Vesting: GRP Shores has acted in complete good faith, paid all required City deposits and fees, and expended hundreds of thousands of dollars on architectural, civil, and environmental engineering in direct reliance on the City's proprietary promises in the DDA and the subsequent June 2024 entitlement approvals. Under the doctrine of promissory estoppel, the City is equitably estopped from retroactively revoking or denying GRP Shores' rights, as doing so would cause severe, unjust, and actionable financial harm.
• Bilateral Protections: The DDA is a bilateral contract designed to protect both parties. From the City's perspective, the DDA protects its municipal and proprietary interests by securing the sale of a blighted property and bringing jobs to the community under the active CWTA. Denying the extension frustrates the contract's conditions precedent, depriving the City of $3,075,000 in land sale revenue and long-term tax generation, representing a lose-lose outcome for all parties.

Ground VI: Minor Clerical Errors in the Staff Report Regarding "Safeway" Do Not Provide Valid Legal Grounds to Deny Entitlements
Commissioner Martinez highlighted a minor clerical error on Page 21 of the staff report, which mistakenly referenced negotiations with 'Safeway' due to a copy-paste error by staff from an unrelated file. Commissioner Martinez argued that the hearing should be delayed or denied because 'it appears that staff will also need time to re-review and correct the analysis... we need to slow this down.' Planning Manager Hannum clarified that this was a simple administrative error that had no bearing on the substance of the Pinole Shores II project.

Under well-settled California administrative law, minor clerical errors in staff reports that do not prejudice public notice or substantive review must be corrected administratively. They cannot be used by a public body as a pretextual, substantive legal basis to deny or delay a property owner's active real estate entitlements.

Support of Local Labor and CWTA Compliance
Furthermore, GRP Shores, LLC has executed and is in full compliance with a Community Workforce and Training Agreement ("CWTA"). This agreement guarantees that the construction of Pinole Shores II will utilize local union labor, supporting the community's economy and ensuring high construction standards.

The Planning Commission's arbitrary denial directly harms local union workers who are prepared to begin work on the project once building permits are issued.

IV. Conclusion and Requested Relief
For the reasons set forth above, GRP Shores, LLC respectfully requests that the City Council of the City of Pinole:

1. Reverse the Planning Commission's August 10, 2026, decision denying the entitlement extension.

2. Confirm that GRP Shores is legally entitled to statutory tolling under California Government Code Sections 66452.6 and 66463.5, and contractual tolling under DDA Section 11.2, resulting in a tolling period of 414 days (running from June 24, 2024, to August 12, 2025) and extending the project's baseline expiration date to August 12, 2027 by operation of law and contract.

3. Adopt a resolution approving a one-year extension of the entitlements granted under Resolution 24-02 (CUP 23-05 and DR 23-12), extending the expiration date to year passed the Tolling date to August 12, 2028.

4. Confirm that the Planning Commission lacks jurisdiction to alter or review the financial and land-disposition terms of the City Council-approved DDA, and that the City is contractually obligated to cooperate with the developer under the covenant of good faith and fair dealing.

5. Strike any proposed conditions regarding diesel truck bans, finding that such conditions are preempted by federal and state law and represent an unlawful encroachment on vested project approvals.

Respectfully Submitted,

GRP SHORES, LLC
By: _________________________________
Title: Manager, GRP Shores, LLC

1 DISPOSITION AND DEVELOPMENT AGREEMENT
by and between

THE CITY OF PINOLE
and

GRP SHORES, LLC
Dated May ___, 2022
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2 THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this “Agreement”) is entered into asof May ___, 2022 (the “Effective Date”) by and between theCity of Pinole, a California municipal corporation (the “City”) and GRP Shores, LLC, a California limited liability company (the “Developer”). Cityand Developer are collectively referred to herein as the “Parties.”

RECITALS
A. City is the owner of certain property located on San Pablo Avenue in the City known as County Assessor’s Parcel Numbers 402-230-015, 402-230-016, 402-230-017, 402-230-018, 402-230-020-8 and 402-230-022 (the “Property”), as more particularly described in Exhibit A attached hereto, and as diagrammed in Exhibit B attached hereto.

B. The Property was transferred to the City from the Successor Agency to the Community Redevelopment Agency for the City of Pinole (“Successor Agency”) pursuant to the long-range property management plan (“Property Management Plan”) adopted by the Successor Agency and approved by the California Department of Finance on November 20, 2015 pursuant to California Health and Safety Code Section 34191.5.

C. On May 28, 2019, the City and General Realty CE LLC executed an Exclusive Negotiating Agreement (the “ENA”) to negotiate the terms and conditions of disposition agreements for the Property.

D. Developer is the successor in interest to General Realty CE, LLC.

E. Developer desires to purchase the Property and proposes to construct two buildings approximately sized 80,461 and 37,482 square feet each to hold various light industrial businesses, offices, e-commerce businesses and research and development businesses, as generally diagramed as in Exhibit C attached hereto (the “Project”).

F. City had an appraisal done on the Property by Denton Valuation which valued the Property in its “as-is” condition at Three Million Seventy-Five Thousand Dollars ($3,075,000) (the “Purchase Price”).

G. The Pinole Shores Owner’s Association (the “Association”) owns the property located adjacent to the Property, known as Assessor’s Parcel Number 402-390-021-2 (the “Association Property”), which provides access to San Pablo Avenue.

H. The City is in the process of negotiating a reciprocal easement agreement (the “REA”) with the Association, in order (i) to ensure continued access through the Association Property to the Property for the City and for all future owners of the Property, and (ii) to ensure legal access through the Property for the Association and its agents, employees, and contractors in order for the Association to have access to the stormwater facility located on the Property.

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3 I. As a part of the negotiation of the REA, the City and the Association have agreed to hire an appraiser to conduct a third appraisal (the “Third Appraisal”) in order to determine the purchase value of the REA, which has delayed the execution of the REA.

J. As set forth in this Agreement, Developer will reimburse the City for the cost to purchase the easement benefitting the Property conferred by the REA and (iii) the cost of the Third Appraisal (the “Appraisal Reimbursement”).

K. Disposition of the Property is subject to completion of the required analysis of the environmental effects that may be caused by the Project, pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq., hereinafter “CEQA”).

L. The Property is subject to that certain Covenant and Environmental Restriction on Property recorded December 17, 2002 as document 2002-0482270-00 in the official records of Contra Costa County, a copy of which is attached hereto as Exhibit D (the “Environmental Covenant”).

M. On December 8, 2021, Developer submitted its application for the Project (the “Application”) to the Planning Department of the City.

N. The Parties desire to enter into this Agreement in order to ensure that the Developer has the right to purchase the Property prior to Developer expending additional funds on pre-development costs and entitlement costs for development of the Property.

O. This Agreement sets forth the understanding of the Parties with respect to the conveyance and development the Property. The City Council has determined that the disposition and development of the Property pursuant to this Agreement will be of benefit to the community and to the taxing entities that will share in the Purchase Price and the property taxes assessed against the Property.

P. Upon satisfaction of the conditions precedent set forth in this Agreement and subject to the terms and conditions set forth in this Agreement the City will convey the Property toDeveloper.

Q. A material inducement to City to enter into this Agreement is the agreement by Developer to develop the Project within the time periods specified herein and in subject to and accordance with the provisions hereof, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to take such actions and complete such work subject to and in accordance with such provisions and within such time periods.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

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4 ARTICLE I

DEFINITIONS, EXHIBITS, INCORPORATIONS

1.1. Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. “Appraisal Reimbursement” is defined in Recital J
“Association Property” is defined in Recital G.
“City Council” means the City Council of the City of Pinole. “City Manager” means the City Manager of the City of Pinole. “Claims” is defined in Section 4.1.
“Closing Date” or “Close of Escrow” shall be the date that escrow closes for conveyance of the Property to Developer.
“Conditions of Approval” is defined in Section 5.3.
“Deposit” is defined in 3.2.3.
“Environmental Laws” is defined in Section 4.9.2.
“Grant Deed” is defined in Section 3.5.1.
“Hazardous Material” is defined in Section 4.9.l.
“lndemnitees” is defined in Section 4.1.
“OfficialRecords”meansthe OfficialRecords ofContra Costa County. “Permitted Exceptions” is defined in Section 3.3.1.
“Project” is defined in Recital E.
“Property” is defined in Recital A.
“Property Management Plan” is defined in Recital B.
“Successor Agency” is defined inRecital B.
“Title Policy” is defined in Section 3.4.2.
“Transfer” is defined in Section 7.2.

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5 1.2. Exhibits. The following exhibits are attached hereto and incorporated into this Agreement by thisreference:

A Legal Description of Property
B Diagram of Property
C Diagram of Project
D Covenant and Environmental Restriction on Property
E Form of Grant Deed

1.3. Incorporation of Recitals and Exhibits. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full.

ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE;

PROJECT SCOPE

2.1. Developer’s Representations and Warranties. Developer represents and warrants to City as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Developer shall immediately give written notice of such fact or condition to City. Developer acknowledges that City shall rely upon Developer’s representations made herein notwithstanding any investigation made by or on behalf of City.
(i) Authority. Developer is a limited liability company, duly organized and in good standing under the laws of the State of California. Developer has the full right, power and authority to undertake all obligations of Developer under this Agreement and all other documents and instruments to be executed and delivered by Developer pursuant to this Agreement. The execution, performance and delivery of this Agreement and all other documents and instruments to be executed and delivered by Developer pursuant to this Agreement have been duly authorized by all requisite actions. The persons acting on behalf of Developer to execute this Agreement and all other documents and instruments to be executed by Developer pursuant to this Agreement have been duly authorized to do so. This Agreement constitutes, and when executed, all other documents and instruments to be executed by Developer pursuant to this Agreement will constitute, valid and binding obligations of Developer, enforceable in accordance with their respective terms. (ii) No Conflict. Developer’s execution, delivery and performance of its obligations under this Agreement and the documents and instruments to be executed by Developer pursuant to this Agreement, will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or, to Developer's knowledge, has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement.

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6 (iv) No Developer Bankruptcy. Developer is not the subject of a bankruptcy orinsolvency proceeding.

The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Developer contained in this Agreement are conditions precedent to City’s obligation to proceed with the Closing hereunder.

2.2. City's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of City contained in other sections of this Agreement, City hereby represents, warrants and covenants to Developer that the statements below in this Section 2.2 are each true and correct as of the Closing Date provided however, if to City’s actual knowledge any such statement becomes untrue prior to Closing, City will notify Developer in writing and Developer will have three (3) business days thereafter to determine if Developer wishes to proceed with Closing.. (i) Authority. City is a municipal corporation, lawfully formed, in existence and in good standing under the laws of the State of California. City has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement.

This Agreement has been duly executed by City, and upon delivery to and execution by Developer is a valid and binding agreement of City.
(ii) Encumbrances. The City has not alienated, encumbered, transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the Preliminary Report. City will not, directly or indirectly, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to the Close of Escrow, as long as this Agreement is in force.
(iii) Other Agreements. There are no agreements, leases or liens affecting the Property except those which have been disclosed in writing by City. There are no agreements which will be binding on the Developer or the Property after the Close of Escrow other than the Environmental Covenant.

The truth and accuracy of each of the representations and warranties, and the performance of all covenants of City contained in this Agreement are conditions precedent to Developer’s obligation to proceed with the Closing hereunder. The foregoing representations and warranties shall survive Close of Escrow or the expiration or termination of this Agreement and shall not be deemed merged into the deed upon Close of Escrow.

2.3. Scope ofDevelopment. The Project will include the construction of two buildings approximately sized 80,461 and 37,482 square feet each to hold various light industrial businesses, offices, e-commerce businesses or research and development businesses. The Parties agree that the square footage of the buildings will be determined during the entitlement period.

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7 2.4. Design Review; Conditions of Approval. Developer agrees that subject to its acquisition of the Property in accordance with the terms and conditions of this Agreement, it will develop the Project in accordance with the requirements resulting from City's review its Application and all Conditions of Approval adopted by City for the Project.

ARTICLE III
DISPOSITION OF THE PROPERTY; CONDITIONS PRECEDENT TO CLOSING

3.1. Purchase and Sale of Property.

3.1.1. Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, City agrees to sell the Property to Developer, and Developer hereby agrees to acquire the Property from City.

3.1.2. Purchase Price. The purchase price to be paid by Developer to City for the Property is Three Million Seventy-Five Thousand Dollars and No/100 ($3,075,000) (the “Purchase Price”).

3.1.3. Payment of Purchase Price. The Purchase Price will be paid in immediately available funds to Developer at Closing (defined below).

3.2. Escrow.

3.2.1. Escrow Account. Developer has opened an interest-bearing escrow account (the “Escrow”) maintained by Old Republic Title Company as Escrow No. 0147025845-DJ, located at 1000 Burnett Ave., Suite 400, Concord, CA 94520, Attn:

Donna Jones (the “Escrow Holder”), with interest accruing to the benefit of Developer.

Escrow Holder shall perform all escrow and title services in connection with this Agreement..

3.2.2. Opening of Escrow. Within five (5) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. The date such fully executed Agreement is received by Escrow Holder will be deemed the “Opening of Escrow.”

3.2.3. Developer’s Deposit. Upon Opening of Escrow, the Developer shall deposit One Hundred Thousand Dollars and No/100 ($100,000.00) into Escrow (the “Deposit”). If Developer requests an extension to the Due Diligence Contingency Period as provided in Section 3.3.2, and has not provided written notice to City terminating this Agreement in accordance with Section 3.3.3, then Developer shall deposit Twenty-Five Thousand Dollars ($25,000) for each extension request, which sum will be added to the Deposit. The Deposit is non-refundable after the Due Diligence Contingency Period has expired but applicable to the Purchase Price at Closing. In the event Developer does not approve Due Diligence on or before the expiration of the Due Diligence Contingency Period, Developer’s deposit shall be immediately returned to Developer.

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8 3.3. Due Diligence and Property Disclosure Requirements.

3.3.1. Condition of Title/Preliminary Title Report. Within fourteen days of Opening of Escrow, Escrow Holder will deliver a Preliminary Title Report for the Property (the “Preliminary Report”) to Developer and City. Developer will review the Preliminary Report and approve all of the following exceptions to title, (the “Permitted Exceptions”): (a) standard printed exceptions in the Preliminary Report; (b) general and special real property taxes and assessments constituting a lien not yet due and payable; (c) any exceptions approved in writing by Developer.

3.3.2. Due Diligence Contingency Period. Developer will have one hundred twenty (120) days from the Effective Date (the “Due Diligence Contingency Period”) to complete physical inspections of the Property and due diligence related to the purchase of the Property. Developer may extend the Due Diligence Contingency Period by thirty (30) days upon written notice to City not less than two (2) days prior to the end of the Due Diligence Contingency Period and deposit of the additional funds required for extension, as set forth in Section 3.2.3. Notwithstanding the foregoing, Developer may only extend the Due Diligence Contingency Period two (2) times. City shall provide to Developer copies of all reasonably available and known documents relating to the ownership and operation of the Property, including but not limited to agreements, plans, permits and reports (environmental, structural, mechanical, engineering and land surveys) that City has in its possession not later than five (5) days following the Effective Date. All physical inspections must be coordinated with City’s representative. Developer hereby agrees to indemnify and hold City harmless for any damage to the Property caused (but not merely revealed) by Developer’s inspections.

3.3.3. Satisfaction of Due Diligence Contingency. Developer shall have the right, in its sole discretion, to terminate this Agreement for any reason prior to the expiration of the Due Diligence Contingency Period and receive a refund of Developer’s Deposit. Developer hereby agrees to provide written notice to City prior to the expiration of the Due Diligence Contingency Period if Developer disapproves any due diligence items. Upon provision of such notice to City, this Agreement will terminate, and all amounts deposited by Developer into escrow, together with interest thereon, if any, will be returned to Developer, and neither Party will have any further rights or obligations hereunder except those which expressly survive the termination of this Agreement. If Developer fails to notify City in writing of its approval of its due diligence on or before the expiration of the Due Diligence Contingency Period, it will be conclusively presumed that Developer has disapproved due diligence and this Agreement shall terminate.

3.3.4. Environmental and Natural Hazards Disclosure. California Health & Safety Code section 25359.7 requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substances are located on or beneath the real property to provide written notice of same to the buyer of real property. Other applicable laws require City to provide certain disclosures regarding natural hazards affecting the Property.

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9 3.4. Closing Date, Conditions to Closing.

3.4.1. Closing Date. The closing (the “Closing” or “Close of Escrow”) will occur no later than thirty (30) days from the expiration of the Due Diligence Contingency Period and any extended periods and the satisfaction of all of City’s Conditions to Closing and Developers Conditions to Closing, or such other date that the Parties agree in writing (the “Closing Date”).

3.4.2. Developer’s Conditions to Closing. Developer's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or Developer's written waiver thereof (in Developer’s sole discretion) on or before the Closing Date:
(a) Developer has approved the condition of the Property; (b) City has entered into the REA with the Association, in a form approved by Developer, to ensure access by Developer to the Property through the Association Property and the REA is recorded in the Official Records prior to or concurrently with Closing;
(c) City has performed all obligations to be performed by City pursuant to this Agreement. In addition, the City agrees that it shall not delay or withhold performance of its obligations;
(c) City's representations and warranties herein are true and correct in all material respects as of the Closing Date;
(d) The Title Company is irrevocably committed to issue an ALTA Extended Owner's Policy of Title Insurance to Developer, effective as of the Closing Date, subject only to the Permitted Exceptions, insuring title to Developer in the full amount of the Purchase Price, together with such endorsements as are requested by Developer including, without limitation, (1) ALTA 17-06 (Direct Access and Entry); (2) ALTA 8.2-06 (Commercial Environmental Protection Lien); (3) ALTA 18.1-06 (Multiple Tax Parcel); (4) 19-06 (Continuity of Parcels); (5) ALTA 17.2-06 (Utility Access); (6) ALTA 22-06 (Location); (7) ALTA 28.1-06 (Encroachments – Boundaries and Easements); (8) ALTA 25- 06 (Same as Survey); (9) ALTA 26 (Subdivision); (10) Deletion of Arbitration; and (11) ALTA 39-06 (Policy Authentication) (the “Title Policy”); (e) CEQA has been completed; and
(f) Developer has received all necessary entitlements and a building permit from the City to construct the Project.

3.4.3. City’s Conditions to Closing. The Close of Escrow and City's obligation to sell and convey the Property to Developer are subject to the satisfaction of the following conditions or City's written waiver (in City’s sole discretion) of such conditions on or before the Closing Date:

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10 (a) Developer has performed all obligations to be performed by Developer pursuant to this Agreement before the Closing Date; (b) Developer's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date; (c) CEQA has been completed;
(d) Developer has received all necessary entitlements and a building permit from the City to construct the Project; and (d) City has received all other approvals necessary for construction of the Project.

3.4.4. Conveyance of Title. City will deliver marketable fee simple title to Developer at the Closing, subject only to the Permitted Exceptions. The Property will be conveyed by City to Developer in an “as is” condition, with no warranty, express or implied, by City as to the physical condition including, but not limited to, the soil, its geology, or the presence of known or unknown faults or hazardous materials or hazardous waste (as defined below and by state and federal law); provided, however, that the foregoing shall not relieve City from disclosure of any such conditions of which City has actual knowledge.

3.5. Deposits into Escrow.

3.5.1. Deliveries by City. City shall deposit into the Escrow for delivery to Developer at Closing: (i) the REA, if not already recorded, (ii) a grant deed substantially in the form of Exhibit E hereto (the "Grant Deed"); (iii) an affidavit or qualifying statement which satisfies the requirements of paragraph 1445 of the Internal Revenue Code of 1986, as amended, any regulations thereunder (the “Non-Foreign Affidavit”); and (iv) a California Franchise Tax Board form 590 to satisfy the requirements of California Revenue and Taxation Code Section 18805(b) and 26131.

3.5.2. Deliveries by Developer. No less than one (1) business day prior to the Close of Escrow, Developer shall deposit into escrow immediately available funds in the amount, which together with the Deposit plus interest thereon, if any, is equal to:
(i) the Purchase Price as adjusted by any prorations between the Parties; (ii) the Appraisal Reimbursement; (iii) all escrow fees and recording fees and Closing Costs (defined below); and (iv) the cost of the Title Policy.

3.6. Closing; Closing Costs.

3.6.1. Closing. Upon Closing, Escrow Holder shall: (i) record the Grant Deed; (ii) disburse to City the Purchase Price and the Appraisal Reimbursement; (iii) deliver to Developer the Non-Foreign Affidavit, the California Certificate and the original recorded Grant Deed; (iv) pay any commissions and other expenses payable through escrow; and (v) distribute to itself the payment of escrow fees and expenses required hereunder.

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11 3.6.2. Closing Costs. Each party will pay one-half of escrow fees and recording fees. Developer will pay title insurance and title report costs. Developer will pay all governmental conveyance fees and all transfer taxes and pro-rated property taxes (the “Closing Costs”). Developer will pay all broker fees, if any.

3.6.3. Pro-Rations. At the Close of Escrow, the Escrow Holder shall make the following prorations: (i) property taxes will be prorated as of the Close of Escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Developer, regardless of when or to whom notice thereof is delivered; (ii) any bond or assessment that constitutes a lien on the Property at Closing will be assumed by Developer but shall be paid current by City. City does not pay ad valorem property taxes.

ARTICLE IV
CONDITION OF THE SITE; ENVIRONMENTAL MATTERS

4.1. Access to Site: Inspections. Prior to the Close of Escrow, Developer and Developer’s authorized representatives may enter upon and conduct further reviews and assessments of the physical and environmental condition of the Property and the condition of the existing improvements. City may require Developer to execute a right of entry agreement satisfactory to City prior to entry onto the Property for such purpose and shall require Developer to provide proof of liability insurance acceptable to City. Developer’s inspection, examination, survey and review of the Property shall be at Developer’s sole expense. Developer shall provide City with copies of all reports and test results promptly following completion of such reports and testing. Developer hereby agrees to notify the City twenty four (24) hours in advance of its intention to enter the Property and will provide workplans, drawings, and descriptions of any intrusive sampling it intends to do.

Developer must keep the Property in a safe condition during its entry. Developer shall repair, restore and return the Property to its condition immediately preceding Developer’s entry thereon at Developer’s sole expense Developer will not permit any mechanics liens, stop notices or other liens or encumbrances to be placed against the Property prior to Close of Escrow. Without limiting any other indemnity provisions set forth in this Agreement, Developer shall indemnify, defend (with counsel approved by City) and hold the City, and its elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the “lndemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) resulting from or arising in connection with entry upon the Property by Developer or Developer’s agents, employees, consultants, contractors or subcontractors pursuant to this Section 4.1. Developer’s indemnification obligations set forth in this Section 4.1 shall survive the Close of Escrow and the termination of this Agreement.

4.2. Environmental Disclosure. To the extent the City has copies of environmental investigation reports, City will provide copies to Developer upon request; but the Parties acknowledge that City will not be conducting a public records search of any DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

12 regulatory agency files-although the City urges Developer to do so to satisfy itself regarding the environmental condition of the Property. By execution of this Agreement, Developer: (i) acknowledges that it will have an opportunity to conduct its own independent review and investigation of the Property prior to the Close of Escrow; (ii) agrees to rely solely on its own experts in assessing the environmental condition of the Property and its sufficiency for its intended use; and (iii) waives any and all rights Developer may have to assert that the City failed to disclose information about the environmental condition of the Property.

4.3. Property Sold “AS IS.” Developer specifically acknowledges that the City is selling and Developer is purchasing the Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that Developer is not relying on any representations or warranties of any kind whatsoever, express or implied, from City, or its employees, board members, agents, or brokers as to any matters concerning the Property. City makes no representations or warranties as to any matters concerning the Property, including without limitation: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, appurtenances, access, landscaping, parking facilities, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous Material, substances or wastes on, under or about the Property or the adjoining or neighboring property; (viii) the quality of any labor and materials used in any improvements on the Property, or (ix) the condition of title to the Property.

4.4. Developer to Rely on Own Experts. Developer understands that notwithstanding the delivery by City to Developer of any materials, including, without limitation, third party reports, Developer will rely entirely on Developer’s own experts and consultants and its own independent investigation in proceeding with the acquisition of the Property.

4.5. Release by Developer. Effective upon the Close of Escrow, Developer WAIVES, RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Indemnitees and any person acting on behalf of the City, from any and all Claims, direct or indirect, known or unknown, foreseen or unforeseen, which Developer now has or which may arise in the future on account of or in any way arising out of or in connection with the physical condition of the Property, the presence of Hazardous Material in, on, under or about the Property, or any law or regulation applicable thereto including, without limiting the generality of the foregoing, all Environmental Laws. Notwithstanding anything to contrary contained herein, the foregoing waiver and release contained in this Section (or otherwise) shall not prevent Developer from adding by interpleader or otherwise City or other parties as a party to any action or proceeding by any third-party arising from or DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

13 attributable to hazardous materials at the Property prior to the Close of Escrow. Further, the foregoing waiver and release contained in this Section (or otherwise) shall not apply to, any Claims therefor, arising from or attributable to (x) a matter actually known to City and (1) not disclosed to Developer in writing prior to the Close of Escrow, and (2) not discovered by Developer prior to the Close of Escrow, (x) any breach by City of its express representations or warranties under this Agreement, (y) any third-party claims either for injury to persons or damage to the Property occurring prior to the Close of Escrow whether or not same are subject to the indemnification obligations contained in this Agreement, and (z) City's indemnification obligations contained in this Agreement.

DEVELOPER ACKNOWLEDGES THAT DEVELOPER IS FAMILIAR WITH SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS WHICH THE CREDITOR OR RELEASING

PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER,

WOULD HAVE MATERIALLY AFFECTED HIS OR HER

SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY.

BY INITIALING BELOW, DEVELOPER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE:

Developer’s initials: _

4.6. Developer’s Post-Closing Obligations. Developer hereby covenants and agrees that
(1) Developer shall not knowingly permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the Property with the exception of limited amounts of cleaning supplies and other materials customarily used in construction, rehabilitation, use or maintenance of commercial properties similar in nature to the Property and any commercial uses developed as part of the Project, and used, stored and disposed of in compliance with Environmental Laws. (2) Developershallkeep andmaintain the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of eitherto be in violation of, any Environmental Laws.
(3) Upon receiving actual knowledge of the same,Developershallimmediately advise City inwriting of:(i) any and all enforcement, cleanup,removal or other governmental or regulatory actions instituted,completed or threatened against the DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

14 Developer, ortheProperty pursuant to anyapplicableEnvironmental Laws;(ii)anyand all claimsmade orthreatened by anythird party against theDeveloper orthe Property relatingto damage, contribution, costrecovery, compensation, lossorinjuryresulting fromany Hazardous Material; (iii)the presence orrelease of anyHazardous Material in, on,under, about orfrom the Property; or (iv)Developer’s discovery of any occurrence or condition on anyreal property adjoining orin the vicinity ofthe Project classified as “BorderZone Property” undertheprovisions ofCaliforniaHealth and SafetyCode, Sections 25220 etseq., or anyregulation adopted in connection therewith, thatmay in anyway affect the Property pursuant to anyEnvironmental Laws or cause it or anypart thereof to be designated as Border Zone Property. Thematterssetforth in the foregoing clauses (i) through (iv) are hereinafter referred to as “Hazardous Materials Claims”). The City shall have the right to join and participate in, as a party if itso elects, any legal proceedings oractionsinitiatedin connectionwith anyHazardousMaterialsClaim.
(4) Without theCity’s prior written consent, which shall not be unreasonably withheld ordelayed, Developershall not take anyremedial action in response to the presence of anyHazardous Material in, on, under, or aboutthe Property (otherthan in emergencysituationsor asrequired bygovernmental agencieshavingjurisdiction in which case theCity agreesto provide its consent), nor enter into any settlement agreement, consent decree,orother compromise inrespecttoanyHazardous Materials Claim.

4.7. Environmental Indemnity. Tothe greatest extent allowed by law,Developer shall indemnify, defend (withcounsel approved byCity) andholdIndemnitees harmlessfrom and against allClaimsresulting, arising, or based directly orindirectly in whole orin part, upon (i) thepresence,release,use,generation, discharge,storageordisposal of anyHazardous Material on, under, in or about the Property, orthe transportation of any suchHazardous Material to or from,the Property, or(ii)the failure ofDeveloper, Developer’s employees, agents, contractors, subcontractors, or any person acting on behalf of or asthe invitee of any of the foregoing to comply with Environmental Laws, unless caused by theCity’s active or passive negligence. The foregoing indemnity shallfurther apply toany residual contamination in, on, under or about the Property or affecting any naturalresources, andto any contamination of any property ornatural resources arisinginconnectionwiththegeneration, use,handling,treatment,storage,transport or disposal of any suchHazardous Material, and irrespective ofwhether any ofsuch activities were orwill be undertaken in accordance with Environmental Laws.

4.8. No Limitation. Developer hereby acknowledges and agrees that Developer’s duties, obligations and liabilities under this Agreement are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the City obtained such information from the Developer or from its own investigations, unless such information was known to the City at the time of execution of this Agreement and/or the time of the close of escrow for the conveyance of the Property to the Developer but not disclosed to Developer.

4.9. Definitions.

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15 4.9.1. “Hazardous Material” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste’’, “toxic substance’’, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous material” shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methy tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

4.9.2. “Environmental Laws” means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Material, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 etseq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 etseq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 etseq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 etseq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et seq.).

ARTICLE V

AFFIRMATIVE COVENANTS

5.1. Construction of Project. Developer will construct the Project in accordance with the requirements set forth in this Agreement.

5.2. Project Approvals. Prior to the Closing, Developer shall have obtained all entitlements, permits, licenses and approvals required for the development and operation of the Project, including without limitation, Site Development Review, applicable zoning text amendments, building permits and use permits, or shall provide evidence satisfactory to DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

16 City that receipt of such permits and approvals is subject only to such conditions as City may reasonably approve. In connection with Developer’s application for a use permit for the Project, City will consider modifications to City’s requirements for setbacks, building height, and on-site storage requirements. City staff shall work cooperatively with Developer to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for the development and operation of the Project as contemplated by this Agreement.

5.3. Conditions of Approval. Developer shall develop the Property in accordance with the terms and conditions of this Agreement and in compliance with the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Project or the Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with development of the Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to asthe “Conditions ofApproval”).

5.4. Fees. Developer shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City and all other agencies with jurisdiction over development of the Property in connection with obtaining building permits and other approvals for the Project, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, architectural review, and any subsequent approvals for the Project.

5.5. Certificate of Occupancy for Project. Promptly after completion of construction of the Project, issuance of a final Certificate of Occupancy or equivalent by the City and the written request of Developer, the City will provide an instrument (“Certificate of Occupancy”) so certifying, provided that at the time such certificate is requested all applicable work has been completed.

5.6. Equal Opportunity. There shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction work on the Property, and Developer shall direct its contractors and subcontractors to refrain from discrimination on such basis.

5.7. Compliance with Laws. Developer shall carry out and shall cause its contractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contracts Code (if any), the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

17 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. Developer shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Developer’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Itis further agreed that City does not and shall not waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Developer’s deposit with City of any of the insurance policies described in this Agreement.

Developer’s indemnification obligations set forth in this Section shall not apply to Claims arising solely from the gross negligence or willful misconduct of the Indemnitees.

Developer’s defense and indemnification obligations set forth in this Section 5.15 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Occupancy for the Project.

5.8. Liens and Stop Notices. Until the issuance of a Certificate of Occupancy, Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property, Developer shall within twenty (20) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

5.9. Insurance Requirements. Developer shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Article X

5.10. Survival. The terms, covenants and conditions set forth in this Article V shall survive Close of Escrow and shall not be deemed merged into the deed upon Close of Escrow.

ARTICLE VI

USE OF THE PROPERTY

6.1. Maintenance. Following conveyance of the Property to Developer, Developer shall at its own expense, maintain the Property, landscaping and common areas in good physical condition, in good repair, and in decent, safe,sanitary, habitable and tenantable conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Developer agrees to maintain the Property (including without limitation, the landscaping, driveways, parking areas, and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property.

Developer shall prevent and/or rectify any physical deterioration of the Property and shall make all repairs, renewals and replacements necessary to keep the Property and the DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

18 improvements located thereon in good condition and repair, reasonable wear and tear excepted.

6.2. Taxes and Assessments. Following conveyance of the Property to Developer, Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property and payable by Developer, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

6.3. Obligation to Refrain from Discrimination. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, asthose bases are defined in Sections 12926, 12926.1,subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith.

ARTICLE VII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL

OF DEVELOPER

7.1. Identity of Developer; Changes Only Pursuant to this Agreement. Developer and its principals have represented that they possess the necessary expertise, skill and ability to carry out the development of the Property pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Developer and its principals are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Developer. No voluntary or involuntary successor, assignee or transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein.

DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

19 7.2. Prohibition on Transfer. Prior to the issuance of a Certificate of Occupancy, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Project, or this Agreement, without the prior written approval of City, which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee.

7.3. Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent, and the City's consent or approval shall not be required for: (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) after issuance of a Certificate of Occupancy, the lease or sale of the Project or any commercial space to one or more individual tenants or buyers. A Transfer by Developer in accordance with this Agreement shall be deemed to relieve the Developer from any further obligations under this Agreement.

7.4. Requirements for Proposed Transfers. The City shall, in the exercise of its discretion, not to be unreasonably withheld, consent to a proposed Transfer of this Agreement, the Property or portion thereof if all of the following requirements are met (provided however, the requirements of this Section 7.4 shall not apply to Transfers described in Section 7.3):
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete the Project and to otherwise fulfill the obligations undertaken by the Developer under this Agreement. (ii) The Developer and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of this Agreement, the Property or interest therein together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City Manager unless the City Manager in his or her discretion, refers the matter of approval to the City Council. If a DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

20 proposed Transfer has not been approved in writing within thirty (30) days following City’s receipt of written request by Developer, it shall be deemed rejected.

7.5. Effect of Transfer without Consent.

7.5.1. In the absence of specific written agreement by the City, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement.

7.5.2. If, in violation of this Agreement, the Developer Transfers all or any part of the Property or the Project prior to the issuance of a Certificate of Occupancy for the Project, the City shall be entitled to receive from Developer the amount by which the consideration payable for such Transfer exceeds the sum of (a) the Purchase Price for the Property, and (b) the costs incurred by Developer in connection with the improvement and development of the Property, including carrying charges, interest, fees, taxes, assessments and escrow fees. Such excess consideration shall belong to and be paid to the City by the Developer and until so paid, the City shall have a lien on the Property for such amount. The provisions of this Section 7.5 have been agreed upon so as to discourage land speculation by Developer; accordingly, these provisions shall be given a liberal interpretation to accomplish that end. Following the issuance of the Certificate of Occupancy, the provisions of this Section 7.5shall have no further force and effect.

7.5.3. Without limiting any other remedy City may have under this Agreement, or under law or equity, it shall be an Event of Developer Default hereunder entitling City to terminate this Agreement if without the prior written approval of the City, Developer assigns or Transfers this Agreement, the Project, or the Property prior to the issuance of a Certificate of Occupancy. This Section 7.5 shall not apply to Transfers described in Section 7.3.

7.6. Recovery of Costs. Developer shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten days following City’s delivery to Developer of an invoice detailing such costs. This Section shall not apply to Transfers described in Section 7.3.

ARTICLE VIII

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

8.1. Mortgages and Deeds of Trust for Development. Prior to issuance of the Certificate of Occupancy, mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property or the Project only for the purpose of securing loans for the purpose of financing the acquisition of the Property, the design and construction of the Project, and other expenditures reasonably necessary for development of the Property pursuant to this Agreement. As used herein, the terms DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

21 “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

8.2. Holder Not Obligated to Construct. The holder of any mortgage, deed of trust authorized by this Agreement shall not be obligated to complete construction of the Project or to guarantee such completion. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.

8.3. Notice of Default and Right to Cure. Whenever City delivers any notice of default under this Agreement, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property or the Project, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach within the cure period provided to Developer extended by and additional sixty (60) days. In the event that possession of the Property or the Project (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the Property or Project, as applicable, within sixty (60) days after receipt of the City’s notice, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such right prior to commencing to cure or remedy such default or breach. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in writing Developer’s obligations to City under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Project and submit evidence reasonably satisfactory to City that it has the development capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing the Project pursuant to this Section shall assume all rights and obligations of Developer under this Agreement and shall be entitled to a Certificate of Occupancy upon compliance with the requirements of this Agreement.

8.4. Failure of Holder to Complete Project. In any case where, six (6) months after default by Developer in completion of construction of the Project, the holder of record of any mortgage or deed of trust has not exercised its option to construct the Project, or having first exercised its option to construct, has not proceeded diligently with construction, City shall be afforded those rights against such holder that it would otherwise have against Developer under this Agreement.

8.5. City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property or the Project, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

22 shall be entitled to reimbursement from Developer for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach.

8.6. Holder to be Notified. Developer agrees to use commercially reasonable efforts to ensure that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged by the holder prior to its creating any security right or interest in the Property or the Project.

8.7. Modifications to Agreement. City shall not unreasonably withhold consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

8.8. Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE IX

DEFAULTS, REMEDIES AND TERMINATION

9.1. Event of Developer Default. The following events shall constitute an event of default on the part of Developer (“Event of Developer Default”):
(a) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VII;
(b) Developer fails to maintain insurance as required pursuant to this Agreement, and Developer fails to cure such default within five (5) days; (c) Subject to Developer’s right to contest the following charges pursuant to Section 6.2, if Developer fails to pay prior to delinquency taxes or assessments due on the Property or the Project or fails to pay when due any other charge that may result in a lien on the Property or the Project, and Developer fails to cure such default within thirty (30) days of date of delinquency, but in all events upon the imposition of any such tax or other lien; (d) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(e) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

23 this Agreement proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City; (f) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Developer or any manager, managing member or general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Developer or any general partner, managing member, or manager thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer or any manager, managing member or general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; (g) A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for Developer under bankruptcy law or any other applicable debtor’s relief law or statute of the United States or any state or otherjurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Developer; (h) Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution;
(i) The Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated;
(j) Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 9.1 and unless a shorter cure period is specified for such default, the default continues for ten ( 10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an Event of Developer Default shall not arise hereunder if Developer commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion and in no event later than ninety (90) days after receipt of notice of the default.

9.2. City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

24 period of thirty (30) days after written notice thereof from Developer to City, or in the case of a default which cannot with due diligence be cured within thirty (30) days, City fails to commence to cure the default within thirty (30) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

9.3. INTENTIONALLY DELETED.
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9.4. City Remedies and Rights Upon an Event of Developer Default. If an Event of Developer Default shall occur and be continuing beyond any applicable cure period prior to Close of Escrow, City reserves the right to do any of the following: (i) to waive the breach or default and proceed to close as provided herein; (ii) extend the time for performance and the Closing Date until Developer is able to perform; or (iii) terminate this Agreement upon written notice to Developer, whereupon City and Developer shall cause Escrow Holder to send Deposit to City and return to Developer any other sums placed into the Escrow by Developer, and except for the rights and obligations expressly provided to survive termination of this Agreement, neither Party shall have any further obligations or liabilities hereunder.

IN THE EVENT OF A BREACH OR DEFAULT HEREUNDER BY

DEVELOPER AND THE CLOSING DOES NOT OCCUR DUE TO SUCH
DEFAULT, CITY’S SOLE REMEDY SHALL BE TO RETAIN THE DEPOSITS AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IN SUCH

INSTANCE, THE DEPOSITS REPRESENT A REASONABLE
APPROXIMATION OF CITY’S DAMAGES AND ARE NOT INTENDED AS A

FORFEITURE OR PENALTY BUT RATHER AN ENFORCEABLE

LIQUIDATED DAMAGES PROVISION PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. IN NO EVENT SHALL EITHER PARTY BE

ENTITLED TO LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A
RESULT OF THE OTHER PARTY’S BREACH OF THIS AGREEMENT.
_______________
Developer’s Initials
__________
City’s Initials

9.5. Developer’s Remedies Upon an Event of City Default. Upon the occurrence of an Event of City Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Developer may either (a) bring an action DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

25 for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement, or (b) do any of the following: (i) to waive the breach or default and proceed to close as provided herein; (ii) extend the time for performance and the Closing Date until City is able to perform; (iii) terminate this Agreement upon written notice to City, whereupon City and Developer shall cause Escrow Holder to send Deposit to Developer and return to Developer any other sums placed into the Escrow by Developer, and except for the rights and obligations expressly provided to survive termination of this Agreement, neither Party shall have any further obligations or liabilities hereunder; or (iv) pursue any and all other remedies available under this Agreement or under law or equity to enforce hereunder.

9.6. Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding anything to the contrary set forth herein, a Party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

9.7. Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

9.8. Rights of Mortgagees. Any rights of the City under this Article IX shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments.

Any conveyance or reverter of the Property to the City pursuant to this Article IX shall be subject to mortgages and deeds oftrust permitted by this Agreement.

ARTICLE X

INDEMNITY AND INSURANCE

10.1. Indemnity. Developer shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against any and all Claims arising out of or in connection with Developer’s performance under this Agreement, including without limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Developer’s or Developer’s contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or otherwise.. Developer’s indemnification obligations under this Section 10.1 shall not extend to Claims arising prior to the Effective Date or resulting solely from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10.1 shall survive the issuance of a Certificate of Occupancy for the Project and the expiration or earlier termination of this DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

26 Agreement. It is further agreed that City does not and shall not waive any rights against Developer that they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

10.2. Liability and Workers Compensation Insurance.
(a) Within ten (10) days of the Effective Date and prior to any entry onto the Property by Buyer or its representatives for the purposes of any inspections or assessments under Article IV and, subject to Close of Escrow, prior to initiating work on the Project and continuing through the issuance of the Certificate of Occupancy, Developer and all contractors working on behalf of Developer on the Project shall maintain a commercial general liability policy in the amount of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage, or such other policy limits as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds. (b) Prior to commencement of construction work and continuing until issuance of the Certificate of Occupancy, Developer and all contractors working on behalf of Developer shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to City evidence satisfactory to City that Developer and any contractor with whom Developer has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law. Automobile liability policies shall name the Indemnitees as additional insureds.
(c) Prior to commencement of construction work and continuing until issuance of a Certificate of Occupancy, Developer and all contractors working on behalf of Developer shall maintain a policy of builder’s all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee. (d) Prior to commencement of construction work and continuing until issuance of the Certificate of Occupancy, Developer shall maintain property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee.
(e) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds. Builder’s Risk and property insurance shall name City as loss payee.

DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

27 (f) Prior to commencement of construction work on the Project, Developer shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain, if available, a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty days in advance of the effective date of any such material adverse change, cancellation, termination or nonrenewal. (g) If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Developer’s expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City.
(h) Coverage provided by Developer shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City. Developer shall furnish the required certificates and endorsements to City prior to the commencement of construction of the Project, and shall provide City with certified copies of the required insurance policies upon request.

ARTICLE XI

ARTICLE XII MISCELLANEOUS PROVISIONS

11.1. Brokers. Developer has retained John Troughton from Kennedy Wilson Brokerage Group (“Broker”) to represent Developer in the negotiation of the purchase of the Property. Developer is solely responsible for all fees owed to Broker. Except as to Broker, each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the close of escrow and the expiration or earlier termination of this Agreement.

11.2. Enforced Delay: Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of any public or governmental agency or entity (provided that the acts or failures to act of City DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

28 shall not excuse performance by City), or any other cause beyond the affected Party’s reasonable control. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer, City (acting in the discretion of the City Manager unless he or she determines in his or her discretion to refer such matter to the City Council).

City and Developer acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the Project shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

11.3. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

City: City of Pinole
34009 Alvarado-Niles Road
Pinole, CA 94587
Attn: City Manager
Developer: GRP Shores, LLC,
a California Limited Liability Company
2350 N. University Drive #848300
Pembroke Pines Florida 33084
Tel (954) 499-8663
Fax (954) 499-8669
Email: [email protected]

11.4. Attorneys’ Fees. If any Party fails to perform any of its obligations under this Agreement, or if any dispute arises among the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74 2131 Pear Street,
Pinole, CA 94564

29 connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements.

11.5. Waivers: Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party.

An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties.

11.6. Binding on Successors. Subject to the restrictions on Transfers set forth in Article VII, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law.

11.7. Survival. All representations made by Developer hereunder and Developer’s obligations pursuant to Sections 4.1, 11.1 and 11.18 shall survive the expiration or termination of this Agreement and the issuance and recordation of a Certificate of Occupancy. All indemnities, covenants, representations and warranties contained in this Agreement shall survive Close of Escrow, and none of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by any grant deed conveying the Property to Developer or any successor in interest, and neither such grant deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein.

11.8. Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement isthe product of negotiation and compromise on the part of all Parties, and the Parties agree, that since all Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

11.9. Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City Manager of the City of Pinole or his designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his discretion that such action or approval requires referral to City Council for consideration. Except as otherwise provided in this Agreement, whenever a party is required or permitted to give its consent or approval under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a party is required or permitted to give its consent or approval in its sole and absolute discretion or if such consent or approval may be unreasonably withheld, such consent or approval may be unreasonably withheld but shall not be unreasonably delayed.

DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74

30 11.10. Entire Agreement. This Agreement, including Exhibits A through E, attached hereto and incorporated herein by reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matterhereof.

11.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

11.12. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

11.13. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

11.14. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

11.15. Non-Liability of Officials. Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Developer or its successors in interest in the event of any default or breach by City or for any amount which may become due to Developer or its successors in interest pursuant to this Agreement.

11.16. Time of the Essence: Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed isto be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of California.

11.17. Governing Law: Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Contra Costa County, California or in the Federal District Court for the Northern District of California.

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31 11.18. Inspection of Books and Records. Upon request, Developer shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of Developer to the extent reasonably necessary to determine Developer’s compliance with the terms of this Agreement.

11.19. Confidentiality. The Parties hereto shall not disclose any of the terms of this Agreement (except to the extent as may be required by law or as required by the Title Company or to the officers, directors, partners and employees of the Parties hereto in the ordinary course of business) without the prior written consent of the other Party.

SIGNATURES ON FOLLOWING PAGE
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32 INWITNESSWHEREOF, thePartieshave entered intothisAgreement effective asof the date first written above.

CITY
City of Pinole, a California municipal corporation
By:_________________________
City Manager
ATTEST:

By:___________________________
City Clerk
APPROVED AS TO FORM:

By:_______________________________
City Attorney
DEVELOPER:

GRP Shores, LLC,
a California limited liability company
By:__________________________
Its: Manager
DocuSign Envelope ID: 1D615FF2-1627-433F-9CA3-A608FE092D74 Hector Vinas
Andrew Murray
Eric Casher
Heather Bell

A-1

EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of , County of Contra Costa, State of California, described as follows:

PARCEL A:

LOTS 5 THROUGH 8, INCLUSIVE, AND PARCELS B AND D, AS SHOWN ON THE "MAP

OF SUBDIVISION
8758, FOR COMMERCIAL CONDOMINIUM PURPOSES PINOLE SHORES," FILED DECEMBER 17, 2007, IN
BOOK 506 OF MAPS, PAGE 13, CONTRA COSTA COUNTY RECORDS.

PARCEL B:

EASEMENTS FOR PUBLIC USE, PUBLIC SERVICE AND UTILITY PURPOSES AS SHOWN ON THE "MAP OF
SUBDIVISION 8758, FOR COMMERCIAL CONDOMINIUM PURPOSES PINOLE SHORES," FILED DECEMBER
17, 2007, IN BOOK 506 OF MAPS, PAGE 13, CONTRA COSTA COUNTY RECORDS.

APN(S): 402-230-015, 16, 17, 18, 20 & 22
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B-1

EXHIBIT B

DEPICTION OF PROPERTY
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B-2
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B-3
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C-1

EXHIBIT C

PROJECT DEPICTION
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D-1

EXHIBIT D

COVENANT AND ENVIRONMENTAL RESTRICTION

ON PROPERTY
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D-2
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EXHIBIT B

SOIL MANAGEMENT PLAN
DOCS SY 1-55004.1/deedrestrict-07s0139-final
482270
D-13
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Documents provided by Data Tree LLC via it's proprietary imaging and delivery system. Copyright 2003, All rights reserved. •
' .

I
l
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•
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•
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Soil Management Plan for
Former Anthony's Auto Wrecking Property
Pinole, California
October 3, 2002
001-08171-00-003
Prepared for
City of Pinole
2131 Pear Street
Pinole, California 94564
LEVINE•FRICKE
@ Printed on recycled materials
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E-1

EXHIBIT E

FORM OF GRANT DEED
Recording Requested by
and when Recorded, return to:

GRP Shores, LLC
2350 N. University Drive #848300
Pembroke Pines Florida 33084
Attention: Hector Vinas
APNs: 402-230-015, 16, 17, 18, 20 & 22 Space above this line for Recorder’s Use.

Grant Deed
The undersigned grantor(s) declare(s):

Documentary transfer tax is $_____________
City Transfer Tax is: $_______________
[ ] computed on full value of property conveyed, or
[ ] computed on full value less value of liens or encumbrances remaining at time of sale, [X] City of Pinole
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City of Pinole, a California municipal corporation (“Grantor” or “City”), hereby grants and conveys to GRP Shores, LLC, a California limited liability company (“Grantee”), the real property described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”).

IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed by its City Manager on this ____ day of _____________, 202__.

______________________
Andrew Murray, City Manager
City of Pinole
5099095.1
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6649-002t

COMMUNITY WORKFORCE AND TRAINING

AGREEMENT
FOR

PINOLE SHORES II PROJECT
IN

CITY OF PINOLE

CONTRA COSTA COUNTY,

CALIFORNIA
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6649-002t 1

1. INITIAL PROVISIONS

1.1. This Project Labor Agreement (“Agreement”) is entered into by GRP Shores, LLC, a California limited liability company (“Primary Employer”), and UA Plumbers and Steamfitters Union, Local 159, International Brotherhood of Electrical Workers Union, Local 302, Sheet Metal Workers Union, Local 104, Sprinkler Fitters Union, Local 483, and District Council of Ironworkers, individually referred to as a “Union” and collectively referred to as the “Unions.”

1.2. The Pinole Shores II Project consists of the construction of two tilt up wholesale distribution and warehouse buildings with accessory office space for a total of approximately 117,943 square feet of warehouse and approximately 10,000 square feet of office floor area, along with loading docks, exterior parking, and circulation improvements, with associated infrastructure and related improvements (the “Project”). The Project is proposed for construction on 7.37 acres located at 830- 848 San Pablo Avenue (Assessor Parcel Numbers: 402-230-015, -016, -017, -018 and -220) in the City of Pinole, Contra Costa County, California (the “Project Real Property”). GRP Shores, LLC, a California limited liability company (“Owner”) is in contract with the City of Pinole (“City”) to acquire and own the Project Real Property and to control the site at which the Project will be constructed. This Agreement is expressly subject to and conditioned upon Owner closing escrow on its acquisition of the Project Real Property in accordance with its purchase agreement with the City.

1.3. Primary Employer intends to develop and construct the Project for a retail and/or commercial owner. Upon acquisition of the Project Real Property, Primary Employer will control labor relations on the Project by entering into this Agreement, which establishes the terms and conditions of employment for employees performing Covered Work (as defined in Sections 3.1 and 3.2 below) on the Project, and, consistent with its normal and customary practice, by acting as the general contractor on the Project and by making all decisions within the scope of the general contractor’s authority. For example, Primary Employer will prepare all bid specifications and bid packages, select all subcontractors, and award all subcontracts for construction work on the Project. Primary Employer reserves the right to perform construction work on the Project with its own employees. Primary Employer will also, subject to this Agreement and the applicable Master Agreement (as defined in Paragraph 1.5), determine the scheduling of work, including uniform start times and the necessity for and the times of shift work, enforce any drug and alcohol abuse policy that is agreed to by any contractor or subcontractor and the appropriate local Union signatory to this Agreement, remove any employee whether DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

6649-002t 2
employed by it or by any subcontractor for breach of reasonable rules promulgated by Primary Employer governing conduct on the job, order corrective action necessary to maintain reasonable and lawful standards for workplace health and safety, act as Coordinator of the Project, participate in Pre-Job Conferences and Mark-Up Meetings, and, at its option, participate in the resolution of any grievances. Primary Employer has been authorized by the Owner to enter into this Agreement with respect to the Project.

1.4. As provided below, all project managers, construction managers, contractors, subcontractors or other persons or entities assigning, awarding or subcontracting Covered Work, or authorizing another party to assign, award or subcontract Covered Work, or performing Covered Work, will be subject to this Agreement by executing the attached Employer Agreement to be Bound (all of whom, including the Primary Employer, are individually and collectively referred to as “Employer” or “Employers”).

1.5. The Unions are labor organizations in the plumbing, sprinkler fitting, electrical and mechanical/sheet metal trades 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 a multi-employer collective bargaining agreement (“Master Agreement”) that covers the geographical area of the Project. Where the term “Master Agreement” is used, it means the existing Master Agreement currently in effect as to each of the Unions.

1.6. 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. In addition, the general description and location of the Project Real Property and the Assessor Parcel Numbers described in Section 1.2 are based on the best information available at the time of the execution of this Agreement and shall not limit the scope of the Agreement should the portion of the Project controlled by the Primary Employer, or an assignee or affiliate of the Primary Employer, now or in the future, include additional or different Assessor Parcel Numbers.

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2. PURPOSE

2.1. A large labor pool represented by the Unions will be required to execute the work involved in the Project. This Agreement is intended by the parties to ensure that a sufficient supply of skilled craft workers is available at the Project and that all construction work and related work performed by the members of the Unions on this Project shall proceed continuously, without interruption, in a safe and efficient manner, economically, with due consideration for the protection of labor standards, wages and working conditions. In furtherance of these purposes and to secure optimum productivity, harmonious relations between the parties and the orderly performance of the work, the parties have, through collective bargaining, established in this Agreement adequate and fair wage levels and working conditions and measures to secure labor peace that will be binding on all Employers and the Unions during the term of the Agreement.

2.2. A central purpose of the parties in executing this Agreement 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 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 pledge to work and cooperate with the management of the Project to produce the most efficient utilization of labor and equipment in accordance with this Agreement.

3. SCOPE OF AGREEMENT

3.1. This Agreement covers all on-site construction, alteration or repair of buildings, structures and other works and related activities for the Project which are within the craft jurisdiction of the Unions and which are, directly or indirectly, a part of the Project, including, without limitation, all tenant improvements and all DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

6649-002t 4
construction or improvements required as a condition of approval by any public agency, and all on-site fabrication work over which the Primary Employer or other Employer possesses the right of control (including work done for the Project in any temporary yard or area near the Project). This Agreement also covers all off-site work, including fabrication, traditionally performed by any of the Unions that is directly or indirectly part of the Project, provided such work is covered by a provision of a local Master Agreement or local addenda to a national agreement of the applicable Union(s). All of the work described in this Section is within the scope of this Agreement and is referred to hereafter as “Covered Work”.

3.2. Work excluded from the definition of Covered Work under this Agreement includes, but is not limited to, the following:
a) All work of non-manual employees, including but not limited to superintendents, supervisors, staff engineers, inspectors, quality control and quality assurance personnel, timekeepers, mail carriers, clerks, office workers, messengers, guards, safety personnel, emergency medical and first aid technicians, and other professional, engineering, administrative, supervisory and management employees. b) All work on or with equipment and machinery owned or controlled and operated by the Primary Employer.
c) All off-site manufacture and handling of materials, equipment or machinery (except at dedicated staging, lay-down or storage areas) which is not covered by the fabrication provision in the applicable Master Agreement or local addenda to a national agreement of one of the Unions.
d) Any work performed on, near, or leading to the Project and undertaken by state, county, city or other governmental bodies, or their contractors; or by public utilities or their contractors.
e) All off-site maintenance of leased equipment and on-site supervision of such maintenance work.
f) All work by employees of a manufacturer or vendor necessary to maintain its warranty or guarantee.
g) All laboratory work for specialty testing or inspections and all testing or inspections not covered by the Master Agreement of one of the signatory Unions.

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h) All non-construction support services contracted by the Primary Employer in connection with this Project.
i) All maintenance and repair work that is not customarily contracted out to a contractor in the construction industry. j) All construction, installation and improvement work on any individual fixture, equipment, office or commercial space contracted for or performed by an individual tenant after issuance of the certificate of completion of the building core and shell, or if no such certificates are issued, then after a temporary certificate of completion, a temporary certificate of occupancy, or a similar form of government acceptance is issued on the entire shell building. k) All construction and improvement work on any individual office or commercial space contracted by Primary Employer or the building owner more than twelve (12) months after issuance of the certificate of completion of the building core and shell, or if no such certificates are issued, then after a temporary certificate of completion, a temporary certificate of occupancy, or a similar form of government acceptance is issued on the entire shell building.

3.3. 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 of this Agreement.

3.4. It is understood that the Primary Employer, at its sole option, may terminate, delay and/or suspend any or all portions of the Project at any time.

4. MANAGEMENT RIGHTS

4.1. The Employers retain full and exclusive authority for the management of their operations. The management rights retained by the Employers, including those rights stated in this Section 4.1, shall not be limited except under the provisions of this Agreement or the Master Agreements described in Section 1.5.

The Employers shall direct their working forces at their prerogative, including but not limited to hiring, promotion, transfer, layoff, discipline or discharge consistent with the applicable Master Agreement; the assignment and scheduling of work; and the assignment of overtime work. No rules, customs or practices shall be permitted or observed which limit or restrict production or limit or restrict the working efforts of employees. The Employers shall use the most efficient method or techniques of construction, tools, or other labor-saving devices. There shall be no limitations upon the choice of materials or design, nor shall there be any limit on production by DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

6649-002t 6
workers or restrictions on the full use of tools or equipment. There shall be no restriction, other than as may be required by safety regulations, on the number of employees assigned to any crew or to any service.

5. SUBCONTRACTING

5.1. 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 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.

5.2. Primary Employer and each other Employer, agree that they will contract for the performance of Covered Work only with a person, firm, corporation, 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.

5.3. 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, provided, however, that all Employers, at all tiers, performing 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 award of any construction contract or subcontract for the performance of Covered Work, or allowing any subcontracted Covered Work to be performed, that all such contractors and subcontractors at all tiers become signatory to this Agreement and the applicable Master Agreement. Any Employer that fails to require in a contract or subcontract that an Employer become signatory to this Agreement as required by Section 5.1 or 5.2 shall be liable for any failure of that Employer, or any Employer 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 subcontractor to that subcontractor, fails to make.

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6. MINIMUM BID REQUIREMENT

6.1. The provisions of Article 5 shall not apply to the award of Covered Work if the Employer awarding that work does not receive bids on that work on or before the deadline for receiving such bids from at least three (3) persons, firms, or corporations that are signatory to a Master Agreement with the Union having jurisdiction over the work (“signatory contractors”). The Unions shall, upon request, provide a list of at least three persons, firms, corporations, or other entities that are 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 (“Signatory Contractor List”)

6.2. The provisions of Section 6.1 shall not apply unless the Employer seeking to invoke such provisions has complied with all of the following:

6.2.1. Provided written notice of the solicitation of bids to at least three (3) contractors on the Signatory Contractors List 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; (b) include the names of all Union signatory contractors of the applicable Union that have received the bid solicitation; and (c) include the following statement in all capital letters: “30-DAY NOTICE OF

SOLICITATION OF BIDS FOR THE PINOLE SHORES II PROJECT PURSUANT TO SECTION 6.2.1 OF THE PINOLE SHORES II PROJECT COMMUNITY WORKFORCE AND TRAINING AGREEMENT”;

6.2.2. Provided the bid specifications, information and bidding requirements directly to any union-signatory contractor requesting the bid specifications in a timely manner following such contractor’s request for bid specifications;

6.2.3. Established the same bid specifications and requirements for any non-signatory contractor submitting a bid as were established for any unionsignatory contractor submitting a bid, whether or not the non-union bid is submitted after the Primary Employer has successfully invoked the provisions of Section 6.1 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; DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

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6.2.4. Established bid specifications and requirements that are consistent with the awarding Employer’s 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;

6.2.5. Provided notice to the Union having jurisdiction over the work at least seventy-two hours (72) hours prior to the deadline for receipt of bids that the Employer has not received bids from three (3) or more persons, firms or corporations signatory to a Master Agreement with the Union having jurisdiction over the work in accordance with Section 6.1. The written notice shall include the following statement in all capital letters: “72-HOUR NOTICE OF FAILURE TO RECEIVE THREE (3) BIDS FOR THE PINOLE SHORES II PROJECT PURSUANT TO SECTION 6.2.5 OF THE PINOLE SHORES II PROJECT COMMUNITY WORKFORCE AND TRAINING AGREEMENT”.

6.3. 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 requirements, such bid or bids shall be conditionally accepted as meeting the requirements of Section 6.1. The awarding Employer shall identify in writing the specific information required to complete the bid or otherwise satisfy the bidding requirements (“Incomplete Bid Statement”), and shall provide such Incomplete Bid Statement to the bidding contractor with a copy provided to the applicable Union. The Incomplete Bid Statement shall establish a reasonable time for submission of the additional information not to exceed five (5) business days, except where additional time to comply is warranted by unusual circumstances. If the bid remains incomplete at the new deadline for submission, the bid shall not be counted toward the three (3) bid minimum.

7. WAGES

7.1. All employees performing Covered Work (including foremen and general foremen if covered by the applicable Master Agreements) shall be classified and paid wages and other payments and contributions made on their behalf to multi-employer trust funds, all in accordance with the then current multi-employer Master Agreements of the applicable Unions.

8. WORKWEEK AND HOLIDAYS

8.1. The normal workweek shall be governed by the applicable Master Agreement. The workweek may be changed by mutual consent.

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8.2. Recognized holidays shall be as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Fourth of July, Labor Day, Veterans’ Day, Thanksgiving Day, day after Thanksgiving, Christmas Day, and day after Christmas. In the event a holiday falls on a Saturday, the prior day, Friday, shall be observed as such holiday. In the event a holiday falls on Sunday, the following day, Monday, shall be observed as such holiday. In no event shall work be performed on Labor Day, except in cases involving an immediate threat to life or property. The recognized holidays may be changed by mutual consent.

9. WORKING CONDITIONS

9.1. There will be no organized coffee breaks or other non-working time established during working hours, unless established by law or regulation or the applicable Master Agreement, provided, however, when working conditions permit, workers will be permitted to have personal containers of non-alcoholic beverages, the contents of which may be consumed during working hours at their assigned work locations.

9.2. There shall be no limit on production by workers or restrictions on the full use of tools or equipment. Slowdowns and featherbedding practices will not be tolerated. The lawful manning provisions of the applicable Master Agreement shall govern.

9.3. Employers may establish such reasonable Project rules, as the Employers deem appropriate and not inconsistent with this Agreement and the applicable Master Agreement, which rules shall be subject to the grievance procedure should the Union(s) disagree with the reasonableness of the rule(s). In any dispute over the application of a rule, the grieving party may contest the reasonableness of the rule, the facts of the alleged violation and the appropriateness of any discipline imposed. These rules will be explained at any Pre-Job Conference and will be available at the Project site by the applicable Employer and may be amended thereafter as necessary. Failure to observe these rules and regulations by any employee may be grounds for discipline, including discharge.

10. WORKPLACE SAFETY

10.1. It shall be the responsibility of each Employer to ensure safe working conditions and employee compliance with any safety rules contained herein or established by the Employer as they respect that particular Employer’s work. It is understood that the employees have an individual obligation to use diligent care to DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

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perform their work in a manner and to protect themselves and the property of the Employer. Employers shall enforce any and all drug and alcohol abuse policies contained in the applicable Master Agreement. The parties hereby agree that the Primary Employer or any other Employer may delegate its obligations under this Article 10 to a sub-tiered contractor who actually performs the applicable work.

10.2. Employees shall be bound by the safety, security and visitor rules and environmental compliance requirements established by the Employer. These rules will be published and made available at the work site. An employee’s failure to satisfy his/her obligations under this Section 10.2 may subject the employee to discipline, including discharge.

10.3. The parties acknowledge that the environmental and safety restrictions governing conduct at the Project site may prohibit smoking at any time in any location or facility.

10.4. The Employer(s) shall provide adequate supplies of drinking water and sanitary facilities for all employees. Proper notification of this requirement shall be provided to the Employer(s) at any Pre-Job Conference and Mark-Up Meeting to ensure compliance with this Section 10.4.

11. UNION RECOGNITION

11.1. The Employers recognize the Unions signatory 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 the Unions.

11.2. All employees performing Covered Work shall be, or shall become and then remain, members in good standing of the Unions 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.

11.3. It is agreed that the Unions shall be the source of all craft employees for Covered Work for the Project, except as provided in Article 6 above and Section

11.5 below. Employers agree to be bound by the hiring practices of the Unions and to utilize their registration facilities and referral systems.

11.4. Selection of applicants for referral to jobs shall be on a nondiscriminatory basis. There shall be no discrimination against any employee or applicant for employment because of his or her membership or non-membership in DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

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the Union or based upon race, creed, color, sex, age or national origin of such employee or applicant.

11.5. 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.

11.6. The selection of Foremen and/or General Foremen for Covered Work shall be the responsibility of the Employer. The Employer may require Foremen to be working employees.

12. STRIKES AND LOCKOUTS

12.1. During the life of this Agreement, the Unions, their agents, their representatives and other persons employed by the Unions agree that they shall not incite, encourage, condone or participate in any strike, handbilling, walkout, slowdown, sit-down, stay-in, boycott, sympathy strike, picketing or other work stoppage for any cause whatsoever (including jurisdictional disputes) with respect to this Project; and there shall be no lockout by Primary Employer or any other Employer; and it is expressly agreed that any such action is in violation of this Agreement. In the event of a violation of this provision, any party shall be entitled to seek relief pursuant to the grievance procedures in Article 14 specifically including injunctive relief and monetary damages, to restrain any such action on the part of the violating party, and/or any of its agents, representatives, or other persons it employs and to recover damages. In the event of a violation of this provision, and provided that an Arbitrator appointed under Article 14 cannot convene a hearing within 48 hours of the violation, any party involved in the violation may seek temporary injunctive relief in court pending a ruling, either preliminary or final, by an Arbitrator, pursuant to the grievance procedures in Article 14 who shall have the authority to modify or dissolve any temporary order that has been issued by a court.

12.1.1. The Unions shall not be liable for acts of employees that it does not represent. The principal officer or officers of a Union will immediately instruct, order, and use the best efforts of his office to cause the employees the Union represents to cease any violations of the Article. A Union complying with this obligation shall not be liable for unauthorized acts of employees it represents.

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12.2. In the event of a violation of this provision by the Unions, their agents, their representatives or the employees they represent, an Employer whose employees have not reported to work may be replaced with any other contractor or subcontractor in accordance with the provisions of Section 5.2.

12.3. Notwithstanding the provisions of Section 12.1 above, it is agreed that the Unions retain the right to withhold the services of their members from a particular contractor or subcontractor who fails to make timely payments to the Unions’ benefit plans, or fails to timely pay its weekly payroll, in accordance with its agreements with the Unions; provided, however, that in the event the Unions or any of their members withhold their services from such contractor or subcontractor, Primary Employer shall have the right to replace such contractor or subcontractor with any other contractor or subcontractor who executes the Agreement to be Bound in accordance with Section 5.2.

12.4. In the event that any applicable Master Agreement expires and the parties to that agreement fail to reach agreement on a new contract by the date of expiration, the Unions 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 who performed Covered Work at the Project during the period between the effective dates of such labor agreements, an amount equal to such wage and benefit increases established by the new labor agreement for such work performed.

13. JOINT LABOR/MANAGEMENT MEETINGS

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

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

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14. GRIEVANCE PROCEDURE

14.1. It is mutually agreed that any question arising out of and during the term of this Agreement involving its interpretation and application (other than successorship) 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.

14.2. A grievance shall be considered null and void if not brought to the attention of the Employer within five (5) working days after the incident that initiated the alleged grievance occurred or was discovered, whichever is later.

14.3. Grievances shall be settled according to the following procedure:

Step 1
The Steward and the grievant shall attempt to resolve the grievance with the craft supervisor within five (5) working days after the grievance has been brought to the attention of the Employer.

Step 2
In the event the matter remains unresolved in Step 1
above after five (5) working days, within five (5) working days thereafter, the alleged grievance may be referred in writing to the Business Manager of the Craft Unions and the Labor Relations representative of the Employer for
discussion and resolution. A copy of the written grievance shall also be mailed/faxed to the Primary Employer.

Step 3
In the event the matter remains unresolved in Step 2
above within five (5) working days, within five (5) working days thereafter, the grievance may be referred to the
representative of the Craft Unions and the Manager of
Labor Relations of the Employer or the Manager’s
designated representative, and the Primary Employer for discussion and resolution.

Step 4
If the grievance is not settled in Step 3 within five (5) working days of referral, within five (5) working days
thereafter, either party may request the dispute be
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submitted to arbitration. The request for arbitration
must be in writing with a copy to the Primary Employer.

An Arbitrator selected from a permanent panel of
Arbitrators consisting of Barry Winograd, John Kagel,
Robert Hirsch, and William Riker will hear grievances
filed pursuant to this Article. The Arbitrator will be
selected by rotation from the permanent panel, rotating in the order set forth above. The 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 Arbitrator 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. 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.

14.4. The Arbitrator shall conduct a hearing at which the parties to the grievance shall be entitled to present testimonial and documentary evidence.

Hearings will be transcribed by a certified court reporter. The parties shall be entitled to file written briefs after the close of the hearing and receipt of transcript.

14.5. The Arbitrator’s decision shall be submitted in writing and shall be final and binding on all parties signatory to this Agreement. The expense of arbitration, including the cost of the Arbitrator and a court reporter, if any, and the cost of necessary expenses required to pay for facilities for the hearing of cases, shall be borne equally by both parties. The Arbitrator’s decision shall be confined to the question 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.

The Arbitrator shall have the authority to utilize any equitable or legal remedy to prevent and/or cure any breach or threatened breach of this Agreement. The Arbitrator’s decision shall be final and binding as to all parties signatory to this Agreement.

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

14.7. Either party to a grievance may invite Primary Employer to participate in resolution of a grievance. Primary Employer may, at its own initiative, participate in Steps 1 through 3 of the grievance procedure.

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14.8. Any of the time periods set forth in this Article may be extended by mutual, written consent of both parties.

15. SUCCESSORSHIP AND SURVIVABILITY

15.1. The subcontracting obligations described in Article 5 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 Property; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and any Project owner 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 any Project owner; or (iv) any other event that results 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 5, then Primary Employer shall pay liquidated damages in accordance with Section 15.3 to compensate for the actual damages 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 (“Liquidated Damages”).

15.3 In the event that Liquidated Damages are owed pursuant to Section

15.2 above, Primary Employer shall pay an amount equivalent to the published hourly prevailing journeyman wage rate for the applicable craft. The Liquidated Damages shall be paid as follows: One-half (1/2) of the total amount to the qualified pension plan and one-half (1/2) to the qualified health and welfare plan of the Union(s) having jurisdiction over the work performed by the contractor(s) or subcontractor(s) not signatory to this Agreement. The parties agree that the Unions shall enforce, collect, and receive Liquidated Damages on behalf of their qualified pension plans and their qualified health and welfare plans. The qualified pension plans and the qualified health and welfare plans shall have no right to independently enforce the provisions, including but not limited to the Liquidated Damages provisions, contained in this Article 15.

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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 (“Release”). Such Release shall not be withheld if, under all the circumstances, the Unions, in the 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 Primary Employer’s obligations and undertakings under this Agreement, including any obligation to pay Liquidated Damages.

15.5 This Article 15 shall be enforceable in any court of competent jurisdiction, and shall not be subject to the grievance procedure set forth in Article 14.

16. GENERAL PROVISIONS

16.1. If any article or provision of this Agreement shall be declared invalid, inoperative, or unenforceable by any competent authority of the executive, legislative, judicial or administrative branch of the federal or state government, the Employers and the Unions shall suspend the operation of such article or provisions during the period of its invalidity and shall negotiate, in its place and stead, an article or provision which will satisfy the objections to its validity and which, 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 and the Unions shall be binding on all parties signatory to this Agreement.

16.1.1. If the Primary Employer and the Unions are unable within thirty (30) calendar days to negotiate a substitute article or provision, any of them may at any time thereafter submit the matter directly to interest arbitration pursuant to procedures set forth in Sections 14.3, Step 4 and 14.4 through 14.8.

The Arbitrator shall have the authority to modify, amend and alter the Agreement by providing a substitute article or provision to replace the one(s) that has become invalid, inoperative, or unenforceable. The Arbitrator’s decision, and the new article or provision, shall be final and binding on all parties signatory to the Agreement.

16.2. If any article or provision of this Agreement shall be held invalid, inoperative, or unenforceable by operation of law, or by any of the above-mentioned DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

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tribunals of competent jurisdiction, the remainder of the Agreement or application of such article or provision to persons or 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 Agreement, all other terms and conditions of employment described in the Master Agreement shall apply.

16.4. The provisions of this Agreement shall take precedence over conflicting provisions of the applicable Master Agreement.

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 be executed in counterparts.

17. TERM

17.1 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.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of , 2023.

PRIMARY EMPLOYER
GRP Shores, LLC,
a California limited liability company
_________________________________
By: Hector R. Vinas
Its: Manager
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UNIONS
______________________________________
By: Nick Goodwin, Business Manager
UA Plumbers and Steamfitters Union,
Local 159
_____________________________________
By: Tom Hansen, Business Manager
International Brotherhood of Electrical
Workers Union, Local 302
_____________________________________
By: Rick Werner, Business Manager
Sheet Metal Workers Union, Local 104
_____________________________________
By: Jeff Dixon, Business Manager
Sprinkler Fitters Union, Local 483
_____________________________________
By: Dave Osborne, President
District Council of Iron Workers of the
State of California and Vicinity
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UNIONS
______________________________________
By: Nick Goodwin, Business Manager
UA Plumbers and Steamfitters Union,
Local 159
_____________________________________
By: Tom Hansen, Business Manager
International Brotherhood of Electrical
Workers Union, Local 302
_____________________________________
By: Rick Werner, Business Manager
Sheet Metal Workers Union, Local 104
_____________________________________
By: Jeff Dixon, Business Manager
Sprinkler Fitters Union, Local 483
_____________________________________
By: Dave Osborne, President
District Council of Iron Workers of the
State of California and Vicinity

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ATTACHMENT A

AGREEMENT TO BE BOUND

COMMUNITY WORKFORCE AND TRAINING AGREEMENT

PINOLE SHORES II PROJECT
The undersigned hereby certifies and agrees that:

1.) It is an Employer as that term is defined in Section 1.4 of the Pinole Shores II Project Community Workforce and Training Agreement (“Agreement”) because it has been, or will be, awarded a contract or subcontract to assign, award or subcontract Covered Work on the Pinole Shores II Project (as defined in Sections 1.2 and 3.1 of the Agreement), or to authorize another party to assign, 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 and 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 said 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)
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ATTACHMENT B(1)

FULL ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (“Assumption Agreement”) is by and between ________________ (“Assignor”) and _________________ [NEW PRIMARY EMPLOYER] (“Assignee”).

RECITALS
A. Assignor is the Primary Employer under a certain Community Workforce and Training Agreement dated _______________, 2023 (the “Agreement”) with the UA Plumbers & Steamfitters Union, Local 159, the International Brotherhood of Electrical Workers Union, Local 302, Sheet Metal Workers Union, Local 104, Sprinkler Fitters Union, Local 483 and District Council of Ironworkers (collectively the “Unions”) concerning the development project located in the City of Pinole, Contra Costa County, California, known as the Pinole Shores II Project (the “Project”).

B. Assignor desires to assign to Assignee all of its rights and obligations under the CWTA with respect to all of the Project and the Project Real Property, as described on Exhibit __ attached hereto, and to be released by the Unions, in accordance with Paragraph 15.4 of the CWTA and the Release of Liability attached hereto as Exhibit 1 (the “Release”), from all of Assignor’s rights and obligations under the CWTA 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 CWTA 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”), subject to Assignor’s receipt of a fully executed original of the Release, Assignor hereby assigns to Assignee all of Assignor’s right, title, and interest in and to the CWTA with respect to the Project and the Project Real Property.

Assignor acknowledges and Assignee express warrants that Assignor has no further interest in the CWTA or the Project and the Project Real Property, and that Assignor has no continuing obligations under the CWTA, and the Unions may treat the CWTA 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 CWTA 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 CWTA to be performed by Primary Employer.

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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 in this 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. 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 5 of the CWTA, then Assignee shall pay Liquidated Damages, calculated pursuant to the methodology set forth in Paragraph 15.3 of the CWTA and to the entities described in Paragraph 15.3 of the CWTA, to compensate for the actual damages.

4. 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.

5. 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.

6. 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.

7. The address of Assignee for delivery of notices is: ________________________.

8. 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.

9. 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.

10. This Assumption Agreement constitutes the entire agreement of Assignee and Assignor with respect to the CWTA.

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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”
Dated:
[NEW PRIMARY EMPLOYER]
By:

Its:

Dated:

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Exhibit 1 to Attachment B(1)

COMMUNITY WORKFORCE AND TRAINING AGREEMENT

RELEASE OF LIABILITY
This Release of Liability (“Release”) is made by UA Plumbers and Steamfitters Union, Local 159, International Brotherhood of Electrical Workers Union, Local 302, Sheet Metal Workers Union, Local 104, Sprinkler Fitters Union, Local 483 and District Council of Ironworkers (“Unions”).

A. The Unions and GRP Shores, LLC (“Primary Employer”) entered into that certain Pinole Shores II Project Community Workforce and Training Agreement, dated _____________, 2023 (the “Agreement”) whereby the parties agreed, in Article16, 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 CWTA (“Assumption Agreement”), the Unions shall release Primary Employer from all of its obligations under the CWTA.

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 CWTA.

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 CWTA. Accordingly, the Unions do hereby, jointly, and severally, release Primary Employer from all subsequent obligations and undertakings of the CWTA, including liability for the payment of Liquidated Damages under Paragraph 15.3.

IN WITNESS WHEREOF, the Unions have caused this Release to be executed and effective from and after _____________, 20___.

UNIONS:

By:

Business Manager, UA Local 159
By:

Business Manager, IBEW Local 302
By:

Business Manager, Sheet Metal Workers Local 104
By:____________________________________
Business Manager, Sprinkler Fitters Local 483
By: _____________________________________
President, District Council of Iron Workers of the
State of California and Vicinity
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ATTACHMENT B(2)

PARTIAL ASSUMPTION AGREEMENT
THIS PARTIAL ASSUMPTION AGREEMENT (“Partial Assumption Agreement”) is by and between ___________________ (“Assignor”) and _________________ [NEW PRIMARY EMPLOYER] (“Assignee”).

RECITALS
A. Assignor is the Primary Employer under a certain Community Workforce and Training Agreement dated ______________, 2023 (the “Agreement”) with the UA Plumbers and Steamfitters Union, Local 159, International Brotherhood of Electrical Workers Union, Local 302, Sheet Metal Workers Union, Local 104, Sprinkler Fitters Union, Local 483 and District Council of Ironworkers (collectively the “Unions”) concerning the development project located in the City of Pinole, Contra Costa County, California, known as the Pinole Shores II Project (the “Project”).

B. Assignor desires to assign to Assignee all of its rights and obligations under the CWTA with respect to the portion of the Project and Property described on Exhibit __ attached hereto (the “Assignee Project Property”), and to be released by the Unions, in accordance with Paragraph 15.4 of the CWTA and the Release of Liability attached hereto as Exhibit 1 (the “Release”), from all of Assignor’s rights and obligations under the CWTA 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 CWTA with respect to the Assignee Project Property.

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

1. Effective [DATE] (the “Effective Date”), subject to Assignor’s receipt of a fully executed original of the Release, Assignor hereby assigns to Assignee all of Assignor’s right, title, and interest in and to the CWTA with respect to the Assignee Project Property. Assignor acknowledges and Assignee expressly warrants that Assignor has no further interest in the CWTA with respect to the Assignee Project Property, that Assignor has no continuing obligations under the CWTA, and that the Unions may treat the CWTA 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 CWTA 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 CWTA to be performed by Primary Employer with respect to the Assignee Project Property.

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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 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 CWTA. 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 5 of the CWTA, then Assignee shall pay Liquidated Damages, calculated pursuant to the methodology set forth in Paragraph 15.3 of the CWTA and to the entities described in Paragraph 15.3 of the CWTA, to compensate for the actual damages.

4. 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.

5. 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.

6. 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.

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

8. 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.

9. 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 together shall constitute one and the same document, and any signature pages may be assembled to form a single original document.

10. This Partial Assumption Agreement constitutes the entire agreement of Assignee and Assignor with respect to the CWTA.

11. All of the obligations of Assignor under the CWTA, with respect to all of the Project Property, except for the Assignee Project Property, shall remain in full force and effect.

DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

6649-002t 3
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”
Dated:
[NEW PRIMARY EMPLOYER]
By:

Its:

Dated:

DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

6649-002t 1
Exhibit 1 to Attachment B(2)

COMMUNITY WORKFORCE AND TRAINING AGREEMENT

PARTIAL RELEASE OF LIABILITY
_____________________
This Partial Release of Liability (“Partial Release”) is made by UA Plumbers and Steamfitters Union, Local 159, International Brotherhood of Electrical Workers Union, Local 302, Sheet Metal Workers Union, Local 104, Sprinkler Fitters Union, Local 483 and District Council of Ironworkers (“Unions”).

A. The Unions and GRP Shores, LLC (“Primary Employer”) entered into that certain Pinole Shores II Project, Community Workforce and Training Agreement, dated _______________, 2023 (the “Agreement”) 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 CWTA (“Partial Assumption Agreement”), the Unions shall release Primary Employer from its obligations under the CWTA 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 CWTA.

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 CWTA 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 CWTA with 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.

DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

6649-002t 2
IN WITNESS WHEREOF, the Unions have caused this Partial Release to be executed and effective from and after _____________, 20___.

UNIONS:

By:

Business Manager, UA Local 159
By:

Business Manager, IBEW Local 302
By:

Business Manager, Sheet Metal
Workers Local 104
By:______________________________________
Business Manager, Sprinkler Fitters
Local 483
___________________________________
By: President
District Council of Iron Workers of the
State of California and Vicinity
DocuSign Envelope ID: 0B34B89A-3EE7-4F99-8CC5-1E98C5CB02CF

Pinole Shores II (CUP 23-05 & DR 23-12)
836–848 San Pablo Avenue
City Council Meeting – September 15, 2026

APPEAL OF PLANNING

COMMISSION DENIAL OF

ENTITLEMENT EXTENSION

PURPOSE OF TODAY’S ITEM
• Council to receive staff report
• Conduct public hearing
• Provide direction on appeal of Planning Commission’s
August 10, 2026 denial
Receive Staff
Report and
Presentation
Conduct
Public Hearing
Appellant/Applicant
presentation (10
minutes)
Public Comment
Appellant/Applicant
Rebuttal (5
minutes)
Council
Discussion
and Direction
Resolution at
Next Meeting

BACKGROUND OF THE SITE &

REDEVELOPMENT HISTORY
• Former Anthony Auto Wreckers site; blighted parcel
targeted for redevelopment since 1999
• Environmental cleanup completed; site restricted to
industrial, commercial, or office uses
• Redevelopment Agency dissolution → property
transferred to City
• Development and Disposition Agreement (DDA)
executed with GRP Shores in May 2022 for purchase
and development
3 1993
2026

SUMMARY OF APPROVED ENTITLEMENTS
June 10, 2024: Approved Reso 24-02
Approved one 43’-tall tilt-up 119,228 sq ft
light-industrial/wholesale distribution building:
• Comprehensive Design Review (DR 23-12)
• Conditional Use Permit (CUP 23-05)
• Parcel Map consolidation
• Expires June 10,
2026
4 May 8, 2023: Approved Reso 23-04
Approved two 43’-tall 117,943 sq ft
wholesale/office distribution buildings
• Comprehensive Design Review (DR 21-19)
• Conditional Use Permit (CUP 23-03)
• Parcel Map consolidation

PROJECT TIMELINE & EXTENSION REQUEST
5 DR/CUP Approval
June 10, 2024
Extension Filed
May 8, 2026
DR/CUP Expires IF
Extension not filed or
permit not pulled: PMC

17.10.100
June 10, 2026
PC Hearing on
Extension
August 10, 2026
Appeal filed of Denial
August 19, 2026
CC Hearing on Appeal
September 15, 2026

STAFF RECOMMENDATION TO PLANNING

COMMISSION
6 • Staff recommended approving
the extension which would have
granted entitlements through
June 10, 2027
• Staff recommended extension
findings could be made:
• No changed land-use or permit
circumstances
• Applicant demonstrated diligent
pursuit
PMC 17.10.100 PERMIT TIME LIMITS, EXTENSIONS, AND
EXPIRATION.

C. Permit Extensions.

1. Process. The same approving authority that granted the original permit may extend the period within which the exercise of a permit must occur. Notice and/or public hearing shall be provided in the same manner as for the original permit. An application for extension shall be filed not less than thirty (30) days prior to the expiration date of the permit, along with appropriate fees and application submittal materials.

2. Conditions. The permit, as extended, may be conditioned to comply with any development standards that may have been enacted since the permit was initially approved.

3. Permit extension findings. The extension may be granted only when the designated approving authority finds that the original permit findings can be made and there are no
changed circumstances or there has been diligent pursuit to exercise the permit that warrants such extension.

PLANNING COMMISSION DENIES

EXTENSION
7 Multi-year delays and
lack of visible
progress
Insufficient steps
toward building permit
issuance
No identified tenant →
doubts about market
readiness
No updated plans
presented; unclear
substantive progress
PC majority believed
diligent pursuit was
not demonstrated
Additional concerns
about community
character, truck
impacts, EJ policies,
City revenue timing
6:1
vote
denial
Summary of Concerns:

Resolution 26-08

APPEAL FILED
• Appeal timely filed August 19, 2026 by
Applicant/Appellant (GRP Shores LLC)
• Supplemental materials and
amended Appeal filed September
8, 2026
• Request: Council to reverse PC denial
and grant an extension to June 10,
2027
8

DE NOVO HEARING
• This appeal hearing is de novo
• Council is not limited to reviewing whether the Planning Commission erred; instead, the Council reconsiders the matter as if it is being heard for the first time, with full authority to evaluate the application, the evidence, the appeal materials, and the record independently. • The Council may consider all testimony, documents, and analysis presented during this appeal hearing without being bound by the Planning Commission’s prior decision. • At the conclusion of the hearing, the City Council may provide direction to staff on the following options:
• Direct staff to prepare a resolution upholding the appeal, reversing the Planning Commission denial, and granting the extension.
• Direct staff to prepare a resolution denying the appeal, affirming the Planning Commission’s decision. • Staff will return with the appropriate resolution at the next City Council meeting for adoption on the consent calendar, consistent with the Council’s direction. 9

LEGAL FRAMEWORK – PMC 17.10.100
• Extension may be granted if:

1. The original permit findings
can still be made and there are
no changed circumstances; or

2. There has been diligent
pursuit to exercise the permit.
10 Findings To Grant
Extension:

The original permit
original permit
findings can still be
made, and no
changed
circumstances
Diligent pursuit has
been demonstrated. OR

WHAT DOES IT MEAN TO “EXERCISE” A
PERMIT?
11 B. Exercising Permits. The exercise of a permit
occurs when the property owner has performed
substantial work and incurred substantial liabilities in good faith reliance upon such permit(s). A permit may
be otherwise exercised pursuant to a condition of
the permit or corresponding legal agreement that
specifies that other substantial efforts or
expenditures constitutes exercise of the permit.

Unless otherwise provided, permits that have not been
exercised prior to a zoning amendment, which would
make the permitted use or structure nonconforming,
shall automatically be deemed invalid on the effective
date of the zoning amendment.

Condition of
Approval #6 in
Resolution 24-02:
“Entitlements shall be
considered exercised
when a building
Permit is issued for
the first building.”

APPEAL GROUNDS SUMMARIZED
12 Planning Commission
exceeded its authority
regarding the DDA
Attempt to impose a
diesel-truck ban was
unlawful
Applicant met all
requirements for an
extension under city
code
Entitlements are
legally tolled under
state law and the DDA
City is contractually
obligated to cooperate
and grant the
extension
Staff report clerical
errors are not valid
grounds for denial

DOCUMENTS FOR REVIEW
• Appeal Staff Report
• Contains links to previous Planning Commission staff reports:
• 2024 entitlement approval: https://pinoleca.portal.civicclerk.com/event/116/files/report/297 • 2026 extension request: https://pinoleca.portal.civicclerk.com/event/1084/files/report/999 • Attachment A: PC Resolution 24-02 (contains condition regarding exercise of permit) • Attachment B: PC Resolution 26-08 (denied extension)
• Attachment C: Draft PC Minutes (August 10, 2026)
• Attachment D: Appeal received August 19, 2026
• Attachment E: Supplemental Appeal and Attachments received September 8, 2026 13

STAFF RECOMMENDATION
• At the conclusion of the hearing, the City Council may provide direction to staff on the following options:
• Direct staff to prepare a resolution upholding the appeal, reversing the Planning Commission denial, and granting the extension.
• Direct staff to prepare a resolution denying the appeal, affirming the Planning Commission’s decision.
• Staff will return with the appropriate resolution at the next City Council meeting for adoption on the consent calendar, consistent with the Council’s direction. 14

City of Pinole

THANK YOU