Richmond City Council
November 22, 2022

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November 22, 2022
• Waterfront park development - Developer estimates cost at $5M • Shoreline Drive retention - Developer has agreed but has also offered alternative that increases park acreage and removes Shoreline Drive extension • Community Benefits Contribution – Developer committed to contribute $500,000 and has already distributed $150,000
• Full Compliance with the City’s Inclusionary Housing Requirements – The Project will fully comply with the 10% inclusionary requirements without counting the 43 ADUs
• Payment of Site Security Cost – Developer agreed
Special comment should be made on one point . The surrounding communities are in Brickyard Cove. The Terminal 1 Project along with other development projects in the area will bring construction traffic, and truck traffic related to the import/export of soils . That is being analyzed and addressed through the development and CEQA process. Currently the Brickyard roadway is private and maintained by the Homeowners Associations—and as the roadway ages, maintenance costs will increase . It has long been contemplated that these roadways would be dedicated to the City and maintained by the City thereafter.

The Amended LDA will include the Developer’s commitment to pay its fair share cost to the rebuilding of the roadway so that when the City takes over the roadway, it will meet City standards.

The City Attorney is seeking authorization from the Council to finalize the terms of an amended LDA consistent with this report.

D. SURPLUS PROPERTY
The Property has been deemed to be surplus land of the City and as such is subject to the provisions of the Surplus Land Act (SLA) (Government Code sections 54220-54234).

The SLA was amended in 2020 and 2021 to expand the requirements that local agencies must follow prior to disposition of surplus property. However, since the Property is subject to an existing disposition agreement, it may be exempt from the new SLA requirements so long as the Property is transferred prior to December 31, 2023.

In anticipation of closing the transaction by the end of the year and in accordance with the SLA, the Council should adopt a resolution finding t hat the Property is exempt from the standard SLA process. The resolution must be filed with the HCD in order for the SLA exemption to apply to the Property, and notice must be given to HCD 30 days in advance of the closing.

Accordingly, staff is seeking Council approval of the attached resolution which de clares the property “exempt surplus” land based on findings supporting the applicability of the exemption.

E. PUBLIC INPUT ON COMMUNITY BENEFITS

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November 22, 2022
In accordance with Chapter 15.04 of the Richmond Municipal Code (RMC), the Project must comply with the City’s Community Benefits Policy. The Community Benefits Policy provides, among other things, that developers of certain large projects should contribute to the City’s Community Benefits Fund due to a project’s impact on public funds, City planning, and community i nterests. The Community Benefits Fund can be used by the City for community benefits as provided in RMC section 15.04.816.060.

Developer has committed to contribute $500,000 to the City’s Community Benefits Fund and has already contributed $150,000. In a ddition, the Developer has committed to providing an accessible, restored wharf and community park and trail as part of the Project.

Pursuant to the Community Benefits Policy Enhanced Transparency and Review procedures set forth in RMC section 15.04.816.050, the Council must review and receive public input regarding the community benefits proposed by the Developer as part of the Project as well as the proposed terms of the Project.

DOCUMENTS ATTACHED:

Attachment 1 – Site Plan
Attachment 2 – LDA
Attachment 3 – HCD Resolution (to be provided at Council meeting)

TERMINAL ONE

LAND DISPOSITION AGREEMENT
This TERMINAL ONE LAND DISPOSITION AGREEMENT (the "Agreement") is made and entered into as of ~IISL 6 , 2014 (the "Effective Date"), by the City of Richmond, a municipal corpo tlon and charter c1ty (the "City" or "Richmond"), and Terminal One Development LLC, a Delaware limited liability company (the "Developer") (also referenced herein collectively as the "Parties" and individually as a "Party").

RECITALS
A. These Recitals utilize certain capitalized terms which are defined in Section 1 of this Agreement.

B. City is the owner of certain real property in the City of Richmond, Contra Costa County ("County"), California, comprised of approximately 13.8 acres, commonly known as the Terminal One Property, as more particularly described in and shown on the "Site Map" attached as Exhibit B (the "Property"). The Property consists of approximately 13.12 acres of dry land and approximately .71 acres of submerged land.

The Property is located at 1500 Dornan Drive, Richmond, California (Assessor's Parcel Numbers: APN 560-042-007 and APN 560-042-010).

C. Pursuant to Article II (Powers), Section 1 of the City Charter of the City of Richmond, the City has the power to dispose of its real property.

D. On May 22, 2013, City issued a request for proposals from developers interested in purchasing and developing the Property (the "RFP").

E. On July 7, 2013, in response to Richmond's RFP, Developer submitted its proposal to acquire a portion of the Property and, after acquisition, to develop the Property (the "Proposal"). Pursuant to the Proposal, Developer proposes to acquire a roughly 11.9 acre portion of the Property, as more particularly described in the Residential Property Description attached as Exhibit A (the "Residential Property") for the development of a residential project incorporating a mix of single family detached, townhouse, and condominium units. Developer's Proposal also includes the development of a public park on a 1.9± portion of the Property to be retained under City ownership (the "Park Property"). The approximate locations of the Residential Property and the Park Property are shown on the Site Map attached as Exhibit B.

F. On December 3, 2013, Developer was selected through a competitive process by the City to enter into exclusive negotiations with the City over the terms and conditions under which the Developer will purchase and develop the Residential Execution Copy 1

Property and develop the park improvements on the Park Property . Developer and City entered into an Exclusive Right to Negotiate Agreement effective December 4, 2013 (the "ERNA") providing for a period of exclusive negotiations and setting out certain proposed terms for this Agreement. In accordance with the ERNA, Developer made a nonrefundable deposit to the City in the amount of Five Hundred Thousand Dollars ($500,000) and entered into exclusive negotiations with the City regarding a term sheet identifying key business terms for the acquisition and development of the Residential Property and for the installation of park improvements on the Park Property (the "Term Sheet").

G. In accordance with the requirements of the ERNA, Developer prepared and submitted for Richmond City Council (the "City Council") review, a "Draft Master Development Plan" for the development of the Residential Property and Park Property, including conceptual renderings and a development phasing plan attached as Exhibit K (as may be amended during the Entitlement Process, the "Phasing Plan").

H. On March 25, 2014, after reviewing the Draft Master Development Plan for the Project, the City Council approved the Term Sheet setting forth the basic terms pursuant to which this Agreement has been negotiated .

I. The type, size, density, quality, and other characteristics of use as reflected in the Draft Master Development Plan are further refined in the "Scope of Development" attached as Exhibit C (the "Project") which represents Developer's initial expectations with respect to the Project which Developer proposes to build on the Property and the land use entitlements for which Developer will seek approvals.

J. The Parties recognize that the environmental impacts of the Project and other matters, including the final design of the Project, must be evaluated and addressed before any final Project approvals may be granted, that the approvals are at the discretion of the approving agencies, including the City in its capacity as a regulatory agency, and that the City is under no obligation whatsoever to approve a Project which meets or exceeds Developer's expectations as reflected in the Draft Master Development Plan.

K. City desires to sell the Residential Property to Developer, and Developer desires to purchase the Residential Property from City, and both Parties desire that the Developer install park improvements on the Park Property, all in accordance with the terms and conditions contained in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Developer and City agree as follows.

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AGREEMENT

1. DEFINITIONS.

In this Agreement, the following terms shall each have the respective following meanings:
"Additional Exceptions" shall have the meaning given in Section 3.3.4. "Agreement" means this Land Disposition Agreement.
"Applicable Law" shall have the meaning set forth in Section 11.18. "BCDC" means the Bay Conservation and Development Commission. "BNSF" means the BNSF Railway Company.
"BNSF Property" shall have the meaning given in Section 4.3. "Business Days" shall have the meaning given in Section 10. "CCCPR" means the Coalition of Concerned Citizens of Point Richmond and Beverly Galloway, petitioners in the matter of Coalition of Concerned Citizens of Point Richmond and Beverly Galloway v. City of Richmond, et a/, Contra Costa Superior Court Case Number NO? -0006.
"CCCPR Settlement Agreement" shall have the meaning given in Section 4.7. "CEQA" means the California Environmental Quality Act and any implementing regulations.
"City" means the City of Richmond, a municipal corporation and charter city. "City Council" shall have the meaning given in Recital G. "City's Parties" mean the City, and its respective board members, council members, managers, directors, officers, employees, representatives, agents, shareholders, affiliated attorneys and related entities, successors and assigns. "Close of Escrow" shall have the meaning given in Section 5.1. "Closing" shall have the meaning given in Section 5.1.
"Closing Date" shall have the meaning given in Section 5.5.

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"Construction Documents" shall have the meaning given in Section 6.1.1 (e). "County" means Contra Costa County, California.
"Cure Period" shall have the meaning given in Section 9.1. "Dispute" shall have the meaning given in Section 9.4.
"Deposit" shall have the meaning given in Section 2.2.1. "Developer" means Terminal One Development LLC, a Delaware limited liability company.
"Developer's Due Diligence Review" shall have the meaning given in Section 3.1. "Developer's Phase 1 Construction Permit-Related Obligations" shall have the meaning given in Section 6.1.2.
"Developer's Phase 1 Residential Unit Construction Obligations" shall have the meaning given in Section 6.1.5
"Developer's Phase 1 Site Preparation Obligations" shall have the meaning given in Section 6.1.3.
"Developer's Phase 1 Subdivision Improvement Construction Obligations" shall have the meaning given in Section 6.1.4
"Developer's Pre-Closing Obligations" shall have the meaning given in Section 4.1.1.
"Developer's Project Manager" means Laconia Management LLC, a Delaware limited liability company.
"Developer's Subsequent Phase-Related Development Obligations" shall have the meaning given in Section 6.1.6.
"Draft Master Development Plan" shall have the meaning given in Recital G. "Due Diligence Effective Date" shall have the meaning given in Section 3.1. "Due Diligence Period" shall have the meaning given in Section 3.1. "EBRPD" means East Bay Regional Park District.

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"Effective Date" of this Agreement means the date first written above, which shall be the date on which the City Council approves this Agreement. "Entitlement Period" shall have the meaning given in Section 4.1.1. "Entitlements" shall have the meaning given in Section 4.1.2. "ERNA" shall have the meaning given in Recital F.
"Escrow" shall have the meaning given in Section 5.1 .
"Escrow Holder" shall have the meaning given in Section 5.1. "Final Design and Construction Documents" shall have the meaning given in Section 6.1.1.
"Final Map-Related Developer Obligations shall have the meaning given in Section 6.1.1.
"Grant Deed" shall have the meaning given in Section 5.1. "Hazardous Substances" means any toxic or hazardous wastes, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as "hazardous substances" or "toxic substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et seq., hazardous wastes identified in or pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. § §2601 et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. §466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. §7401 et seq., and any substance or pollutant which is present at, on or under either the Property or the BNSF Property in a form and quantity which is regulated under any applicable federal or state law concerning soils conditions, air quality or water quality.
"Independent Consideration" shall have the meaning given in Section 2.3. "Littlehale" means James Scott Littlehale, petitioner in the matter of Littlehale v.

City of Richmond, Contra Costa Superior Court Case Number N07-0083. "Littlehale Settlement Agreement" shall have the meaning given in Section 4. 7. "Local Approvals" shall have the meaning given in Section 4.1.2.

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"Local Business and Local Hire Requirements" shall have the meaning given In Section 6.3.
"Memorandum" shall have the meaning given in Section 5.1. "MIG Report" shall have the meaning given in Section 4. 7 .1. "Monetary Liens" shall have the meaning given in Section 3.3.3. "Notice of Default" shall have the meaning given In Section 9.1 . "Notice of Intent to Terminate" shall have the meaning given in Section 9.2. "Official Records" shall have the meaning given in Section 5.1 . "Offsite Improvements" shall have the meaning given in Section 4.1.2. "Other Agency Approvals" shall have the meaning given in Section 4.1.2. "Outside Closing Date" shall have the meaning given in Section 5.5. "Park Property" shall have the meaning given in Recital E. "Permit to Enter and Release of Liability Agreement" shall have the meaning given in Section 3.4.
"Permitted Delay" shall have the meaning given in Section 11.6. "Permitted Exceptions" shall have the meaning given in Section 3.3.2. "Phased Final Map" shall have the meaning given in Section 6.1.1.1. "Phase 1 Construction Documents" shall have the meaning given in Section

6.1.2. "Phase 1 Final Map" shall have the meaning given in Section 6.1.1. "Phase 1 Final Map-Related Developer Obligations" shall have the meaning given in Section 6.1.1.
"Phase 1 Improvement Agreement" shall have the meaning given in Section

6.1.1(d).
"Phase 1 Improvement Plans" shall have the meaning given in Section 6.1.1 (b).

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"Phase 1 Subdivision Improvements" shall have the meaning given In Section

6.1.1(b).
"Phasing Plan" shall have the meaning given in Recital G. "Planning Documents" shall have the meaning given in Section 4.5. "Post-Closing Actions" shall have the meaning given in Section 6.1. "Preliminary Report" shall have the meaning given In Section 3.3.1. "Project" shall have the meaning given in Recital I.
"Project Applications" shall have the meaning given in Section 4.1.4. "Project O&M Plan" shall have the meaning given in Section 6.8. "Property" means the Terminal One property comprised of the Park Property and the Residential Property, as further defined in Recital B and as more particularly described and shown on the Site Map attached as Exhibit B. "Proposal" shall have the meaning given in Recital E.
"Purchase Price" shall have the meaning given in Section 2.2. "Quimby Act" shall have the meaning given in Section 6.7. "Residential Property" shall have the meaning given in Recital E. "RFP" shall have the meaning given in Recital D.
"Richmond" means the City of Richmond, a municipal corporation and charter city.
"Richmond Shores Project" shall have the meaning given in Section 4.7.1. "RMC" means the City of Richmond Municipal Code.
"RWQCB" means the San Francisco Bay Regional Water Quality Control Board. "Schedule of Closing Documents" shall have the meaning given in Section 5.6.1. "Schedule of Disclosure Documents" shall have the meaning given in Section 3.2.
"Scope of Development" shall have the meaning given in Recital I.

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"Site Preparation -Related Developer Obligations" shall have the meaning given in Section 6.1.3.
"SLC" means State Lands Commission.
"SLC Approvals" shall have the meaning given in Section 4.6. "Special Tax Allocation Procedures" shall have the meaning given in Section

6.14.1. "Term Sheet" shall have the meaning given in Recital F. "Third Party Claims" shall have the meaning given in Section 11.25. "Title Company" shall have the meaning given in Section 3.3.1. "Title Policy" shall have the meaning given in Section 3.3.6. "Toll" means Toll Bros., Inc.
"Toll Project Approvals" shall have the meaning given in Section 6.9. "Toll Settlement Agreement" shall have the meaning given in Section 6.9. "To the best of City's knowledge" shall have the meaning given in Section 7 .1. "To the best of Developer's knowledge": shall have the meaning given in Section 7.2.
"Transit Access Plan" shall have the meaning given in Section 4.4. "Trust" shall have the meaning given in Section 4.6.

2. PURCHASE AND SALE.

2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, City agrees to sell and convey to Developer, and Developer hereby agrees to acquire and purchase from City, the Residential Property. As used herein, the term "Residential Property" shall include the Residential Property and all of City's right, title and interest in and to all appurtenant easements, rights of way, permits, entitlements, assignments of any utility agreement, connections for water and sewer, and engineering plans, if any.

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2.2 Purchase Price. The purchase price for the Residential Property shall be Ten Million Dollars ($10,000,000) (the "Purchase Price"). The Purchase Price (including the components thereof) is payable as follows:

2.2.1 Nonrefundable Earnest Money Deposit. Pursuant to the ERNA, Developer has previously deposited with City the total sum of Five Hundred Thousand Dollars ($500,000) (the "Deposit"). The Deposit is non-refundable under any circumstances whatsoever. The Deposit shall be applied to the Purchase Price at Closing.

2.2.2 Funding Purchase Price at Closing. The remainder of the Purchase Price plus any amounts owed by Developer for closing costs less the amount of the Deposit shall be deposited by the Developer with the Escrow Holder in cash or other immediately available funds as required by Escrow Holder's normal and customary practices one day prior to the Close of Escrow.

2.3 Independent Consideration. Within five (5) days following the Effective Date of this Agreement, Developer shall deliver to Escrow Holder for immediate release to City, the sum of One Hundred Dollars ($100) (the "Independent Consideration") in consideration for City's entering into this Agreement to the exclusion of other potential purchasers and granting Developer the rights to inspect and evaluate the Property during the Due Diligence Period and to proceed with its good faith, conscientious efforts to secure the Project Entitlements during the Entitlement Period.

The Independent Consideration is deemed to be fully earned when delivered to Escrow Holder, is not applicable to the Purchase Price, and is not refundable under any circumstances.

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3. DEVELOPER DUE DILIGENCE

3.1 Due Diligence Period. Developer shall have an initial one hundred twenty (120) day period, subject to extension as provided below, within which to determine the feasibility of purchasing and developing the Property and to otherwise conduct its due diligence (the "Due Diligence Period"). Developer shall have the right to automatically extend the Due Diligence Period an additional sixty (60) days by providing City with written notice of Developer's election to extend prior to the end of the initial one hundred twenty (120) day Due Diligence Period. The Due Diligence Period shall commence on the date (the "Due Diligence Effective Date") Developer receives from City, and acknowledges receipt thereof, all of the Disclosure Documents listed in the attached Exhibit H (the "Schedule of Disclosure Documents") and shall run for a period of one hundred twenty (120) days from the Due Diligence Effective Date, unless Developer elects to extend the Due Diligence Period by timely written notice to City, in which case the Due Diligence Period shall run for a period of one hundred eighty (180) days from the Due Diligence Effective Date. This extended one hundred eighty (180) day Due Diligence Period may be further extended for such additional time periods as City and Developer may mutually agree. Developer shall have the right during the Due Diligence Period to review and investigate title as well as all other such matters affecting the Property as Developer deems pertinent with respect to its proposed acquisition, ownership, financing, development, and marketing of the Property, including environmental matters and local conditions affecting the Property such as the presence and impact of any environmental contamination on or adjoining the Property, with all such review and investigation to be conducted in accordance with this Section 3 ("Developer's Due Diligence Review"). Permitted Delay as further described in Section 11.6 shall toll the Due Diligence Period. This Agreement shall automatically terminate at the expiration of the Due Diligence Period, as such period may be extended or tolled in accordance with this Section 3.1, unless Developer provides City with written notice of Developer's decision to remove any contingencies, excepting those related to title which shall be addressed as provided in Section 3.3 below, and proceed with its conscientious efforts to pursue the Entitlements and to satisfy Developer's other Pre-Closing Obligations as provided in Section 4 below.

3.2 Disclosure Documents. Within five (5) days following the Effective Date of this Agreement, City shall deliver to Developer copies of all agreements, leases, licenses, records and other documents which to the best of City's knowledge constitute all non-privileged material documents in City's possession or control relating to the ownership, condition, development and operation of the Property and the rights included with or related to the Property and which City and Developer agree are relevant in the context of this Agreement.

3.3 Title Review.

3.3.1 Preliminary Report. Within thirty (30) days following the Effective Date of this Agreement, Developer shall obtain, at Developer's sole cost and expense, a Preliminary Report of Title for the Residential Property, as described in Execution Copy 10

Exhibit A (the "Preliminary Report"), from Old Republic Title Company (the "Title Company"). The Title Company shall also serve as the Escrow Holder pursuant to Section 5.1 and provide the Title Policy pursuant to Section 3.3.6. The Preliminary Report shall include legible copies of all documents referenced therein as exceptions to title and a plot plan for the Residential Property showing the locations of all recorded easements and the geographic scope of all exceptions to title that are only applicable to a portion of the Residential Property.

3.3.2 Review Period. Developer shall have until the end of the Due Diligence Period to review the Preliminary Report and any documents referred to in the Preliminary Report and to give City written notice of any exceptions to title, other than Monetary Liens which City is obligated to remove prior to Closing in accordance with Section 3.3.3 below, to which Developer objects. Developer's written notice of title objections may also include objections to the Preliminary Report's legal description of the Residential Property that arise out of any survey of the Residential Property undertaken during the Due Diligence Period . Within sixty (60) days following its receipt of Developer's written notice of title objections, City shall advise Developer in writing whether it will: (a) cause Title Company to remove or endorse over the exceptions not approved by Developer or (b) otherwise cure those aspects of title to which Developer has objected. If City fails to so advise Developer within the sixty (60) day timeframe, City shall be deemed to have refused to cause Title Company to remove or endorse over or to otherwise cure the aspects of title to which Developer has objected. If City refuses or is deemed to have refused to cure those aspects of title to which Developer has objected, Developer may elect either: (a) to reject title and terminate this Agreement, in which case City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents, and City and Developer shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein; or (b) to accept title subject to the legal description of the Residential Property and the exceptions to title described in the Preliminary Report, including those exceptions to which Developer has objected but which City has refused to remove or endorse over, but excluding Monetary Liens City is obligated to remove prior to Closing in accordance with Section 3.3.3 below (the "Permitted Exceptions"), and proceed with the purchase of the Residential Property.

3.3.3 Monetary Liens. At its expense and without the necessity of Developer objection pursuant to Section 3.3.2, City shall remove at or before Closing all monetary liens (collectively, "Monetary Liens"), including, without limitation: (a) all leases, rental agreements and third party occupancy rights, (b) all delinquent taxes, bonds, and assessments, including late fees, interest and penalties; and (c) all other monetary liens, whether or not shown on the Preliminary Report, provided the City has notice of any monetary liens not shown on the Preliminary Report (including judgment and mechanics' and/or materialmen's liens, whether or not liquidated, and mortgages and deeds of trust, with City being fully responsible for any fees, interest and penalties).

Monetary Liens shall not include a lien for non-delinquent general and supplemental real property taxes. Any and all Monetary Liens that City is required to remove pursuant to this Section shall not be Permitted Exceptions. In the event City fails to remove any Execution Copy 11

and all Monetary Liens in accordance with this Section 3.3.3, Developer may elect either: (a) to reject title and terminate this Agreement, in which case City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents, and City and Developer shall have no further rights or obligations under this Agreement. except as otherwise expressly provided herein; or (b) to accept title subject to the Monetary Liens which City has failed to remove (in which case, any such Monetary Liens that are listed on the Preliminary Report shall thereafter constitute Permitted Exceptions) and proceed with the purchase of the Residential Property, provided that the Purchase Price shall be reduced by the amount of any such Monetary Liens that City has failed to remove together with any fees, interest and penalties related thereto.

3.3.4 Additional Exceptions. Any additional exceptions to title beyond the Permitted Exceptions (other than exceptions caused by Developer or required or requested by Developer in connection with approval of the Project) shown on any supplement to the Preliminary Report that may be issued from time to time by the Title Company (the "Additional Exceptions") shall be removed by City at or prior to the Close of Escrow, or City shall cause the Title Company to endorse over such exceptions at the Close of Escrow, in a manner satisfactory to Developer in its reasonable discretion, unless such exceptions are expressly approved by Developer in writing (in which case the approved exceptions shall thereafter constitute Permitted Exceptions). In the event City fails to remove any and all Additional Exceptions that have not been expressly approved by Developer in writing prior to or at the Close of Escrow in accordance with this Section 3.3.4, Developer may elect either: (a) to reject title and terminate this Agreement, in which case City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents, and City and Developer shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein; or (b) to accept title subject to the Additional Exceptions that City has failed to remove or endorse over (in which case, such Additional Exceptions shall thereafter constitute Permitted Exceptions) and proceed with the purchase of the Residential Property.

3.3.5 Leases. Possession. Prior to the Close of Escrow, the City shall terminate all leases, rental agreements and third party occupancy rights, including any mooring rights at the pier on the Property, and shall deliver possession of the Residential Property at Closing free of the rights of any tenant or other person claiming any interest in or rights to occupy the Residential Property. City shall cause any tenant or other third party occupant of the Property, including any ships currently moored at the pier on the Property, to be permanently moved with no right to return to the Property.

City shall be solely responsible for any obligations regarding relocation of any tenants or other third party occupants and the provision of replacement premises which shall be conducted at no cost to Developer. In the event City fails to terminate all leases, rental agreements and third party occupancy rights prior to or at the Close of Escrow in accordance with this Section 3.3.5, Developer may elect either: (a) to reject title and terminate this Agreement, in which case City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents, and City and Developer shall have no further rights or obligations under this Agreement, except as otherwise Execution Copy 12

expressly provided herein; or (b) to accept title subject to the leases, rental agreements and third party occupancy rights City has failed to terminate (in which case, any such leases, rental agreements, or third party occupancy rights that are listed on the Preliminary Report shall thereafter constitute Permitted Exceptions) and proceed with the purchase of the Residential Property.

3.3.6 Title Policy. Developer's obligation to proceed to the Close of Escrow shall be conditioned upon the commitment by Title Company to issue an ALTA Owner's Policy of Title Insurance with full extended coverage showing fee title to the Residential Property vested in Developer with liability equal to the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). In the event Title Company is unable or unwilling to issue a title insurance policy in accordance with this Section 3.3.6, Developer may elect either: (a) to reject title and terminate this Agreement, in which case City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents, and City and Developer shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein; or (b) to accept title without title insurance coverage and proceed with the purchase of the Residential Property.

3.4 Access. From and after the Effective Date of this Agreement through the Close of Escrow and provided the Developer has in full force and effect, and has delivered to the City certificates of coverage for, all insurance policies as set forth in the attached Exhibit J, Developer, its employees, consultants, engineers, authorized agents, and contractors shall have the right to enter the Property for the purposes of conducting such investigations, inspections and tests of the Property as Developer deems necessary, all at Developer's sole cost and expense. Developer and City shall enter into a "Permit to Enter and Release of Liability Agreement" in a form to be provided by City, which will set out the terms pursuant to which Developer is permitted to enter the Property and conduct surveys, studies, analyses, and such other tests as Developer deems appropriate in connection with the intended purchase and development of the Residential Property and development of the Park Property and other Offsite Improvements. Developer hereby agrees to indemnify and hold City harmless from and against any and all loss, expense, claim, damage and injury to person or property resulting from the acts or omissions of Developer, its employees, consultants, engineers, authorized agents and contractors in connection with the performance of any investigation, inspection, or test as contemplated herein, provided, however, that this indemnity shall not apply to impacts on the value of the Property arising from conditions discovered by Developer's testing, inspection or investigation.

Developer further agrees to restore the Property to substantially the same condition it was in prior to Developer's exercise of its rights of entry, investigation, inspection, and testing pursuant to this Section 3.4 and to keep the Property free of any liens or third party claims resulting from such entry, investigation, inspection, or testing. All arrangements for Developer's site investigations, inspections, and tests with respect to the BNSF Property shall be negotiated directly with BNSF.

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3.5 Project Economic Viability. If, based on a market study, the Project is determined not to be economically viable, Developer may opt not to purchase the Residential Property. The determination of the economic viability of the Project shall be made by Developer in its sole discretion.

4. DEVELOPER OBLIGATIONS PRIOR TO CLOSE

4.1 Entitlement Process.

4.1 .1 Entitlement Period. Developer shall have an initial twenty-four (24) months following the Due Diligence Effective Date, subject to extension as provided below (the "Entitlement Period"), within which to pursue and obtain the Entitlements, as described in Section 4.1.2 below, and to otherwise satisfy Developer's obligations prior to Closing, as described in this Section 4 ("Developer's Pre-Closing Obligations"). Provided Developer is conscientiously pursuing the Entitlements and Developer's other Pre-Closing Obligations, Developer shall have the right to automatically extend the Entitlement Period by an additional twelve (12) months by providing City with written notice of Developer's election to extend prior to the end of the initial twenty-four (24) month Entitlement Period. This extended thirty-six (36) month Entitlement Period may be further extended for such additional time periods as the City and Developer may mutually agree. Permitted Delay as further described in Section

11.6, including but not limited to third party CEQA litigation or other litigation which delays the Entitlement Process, shall toll the Entitlement Period. This Agreement shall automatically terminate at the expiration of the Entitlement Period, as such period may be extended or tolled in accordance with this Section 4.1.1, unless Developer provides City with prior written notice of Developer's intention and readiness to proceed to Closing in accordance with Section 5 below.

4.1.2 Entitlements . The "Entitlements" shall consist of the land use approvals required to develop the Project and the Project-related offsite improvements consisting of construction of the park improvements at the Park Property as well as shoreline and infrastructure improvements that shall include: {a) the Bay Trail that is part of the Project, (b) the new shoreline road, (c) the conversion of Brickyard Cove Road into a bike and pedestrian trail subject to the approval of the City, {d) the Terminal One Pier wharf preservation, and (e) such other waterfront shoreline improvements as the Developer and City may mutually agree to include in the initial phase of development (the "Offsite Improvements"). The Entitlements will include local discretionary approvals by the Richmond City Council, Planning Commission, Design Review Board, and other local governmental agencies with discretionary approval authority (the "Local Approvals"). In particular, the Local Approvals may include but are not limited to planned area development zoning, development plans, conditional use permits, design review permits, a development agreement, vesting subdivision maps, a general plan amendment, and other discretionary approvals as needed to develop the Project and Offsite Improvements. Nothing in this Agreement shall be deemed to require City to grant any Local Approvals or otherwise commit its Execution Copy 14

discretionary powers in any particular manner. In addition to the Local Approvals, the Entitlements will also include certain discretionary approvals from Federal, State, and regional governmental entities (the "Other Agency Approvals"). These Other Agency Approvals may include without limitation approvals from the BCDC, SLC, California State Historic Preservation Office, California Department of Fish and Wildlife, RWQCB, U.S. Army Corps of Engineers, United States Coast Guard, U.S. Fish & Wildlife Service, and National Marine Fisheries Service.

4.1.3 Responsibility for Securing Entitlements. With the single exception of those certain approvals required from the State Lands Commission, which shall be the joint responsibility of City and Developer pursuant to Section 4.6 below, Developer shall be solely responsible for processing and securing all of the Entitlements required to develop the Project and construct the Offsite Improvements.

4.1.4 Preparation. Submittal, and Processing of Project Applications. Following execution of this Agreement, the Developer intends to file applications with the City for the Local Approvals required to develop the Project and construct the Offsite Improvements (the "Project Applications"). City agrees to sign as co-applicant, if required, for any Project Applications involving City-owned property.

The Parties anticipate that preparation of the Project Applications shall commence promptly following approval and execution of this Agreement. Following Developer submittal of the Project Applications, Developer and City agree to use their best efforts to diligently and expeditiously process the Project Applications in a manner that does not unreasonably delay City's exercise of its discretionary authority in acting upon such applications. Nothing in this Section 4.1.4 shall be deemed to require City to grant any Local Approval or otherwise to exercise its discretionary authority in any particular manner.

4.1.5 Timing of Developer Applications for Other Agency Aoorovals. Except for the SLC Approvals, application for which shall be the joint responsibility of City and Developer in accordance with Section 4.6, Developer shall apply for the Other Agency Approvals required to develop the Project and construct the Offsite Improvements in sufficient time so as not to delay the Close of Escrow.

4.1.6 CEQA Review. Following execution of this
Agreement, the City shall use its best efforts to diligently complete any required environmental review of the Project, the Offsite Improvements, and the Entitlements in accordance with CEQA. The Developer agrees to pay the costs of the CEQA review.

The Developer acknowledges: (a) that the environmental review process under CEQA will involve preparation and consideration of additional information as well as consideration of public input from interested organizations and individuals, which may include Littlehale and CCCPR; (b) that approval or disapproval of the Project following completion of the environmental review process is within the sole, complete, unfettered and absolute discretion of the City without limitation by or consideration of the terms of this Agreement; and (c) that the City makes no representation regarding the ability or willingness of the City to approve development of the Project at the conclusion of the Execution Copy 15

environmental review process required by CEQA, or regarding the imposition of any mitigation measures as conditions of any approval that may be imposed on the Project.

In addition, the Developer acknowledges that any required approvals by any other local, regional, State or Federal agency may require additional environmental review, and that any approval by the City shall not bind any other local, regional, State or Federal agency to approve the Project or to impose mitigation measures which are consistent with the terms of this Agreement or with the terms of any mitigation measures required by the City pursuant to the City's environmental review.

4.1. 7 Mitigation Measures. If the City approves the
development of the Project following completion of the environmental review process and such approval is conditioned upon implementation of specified environmental mitigation measures, then the Developer shall be responsible at its sole cost and expense for implementing such mitigation measures and any mitigations measures required in any Other Agency Approvals as part of the development of the Project.

4.2 Legal Parcels. The Developer, at its own cost, shall survey the Property, and take all necessary steps to apply to the City for a Certificate of Compliance regarding the establishment of the Residential Property as a separate legal parcel as part of the Entitlement process. The City agrees to cooperate with such efforts as the seller of the Residential Property, but reserves sole, complete, absolute and unfettered discretion as a regulatory body in any such applications.

4.3 BNSF Property. Developer shall use its best efforts to purchase the real property parcel approximately one (1) acre in size owned by the BNSF Railway Company ("BNSF") and located on the north side of Brickyard Cove Road as shown on attached Exhibit D (the "BNSF Property") and to incorporate the BNSF Property into the Project site for landscaping. In the event Developer is unable to acquire a fee interest in the BNSF Property, Developer shall use its best efforts to secure an easement over the BNSF Property for such landscaping. Upon request by City, Developer shall provide up to three (3) status reports during each twelve (12) month period following the Effective Date of this Agreement on its efforts toward obtaining such ownership or easements. If, in spite of Developer's best efforts, as determined by City, Developer is unable to enter into a purchase and sale agreement to acquire either a fee interest in or an easement over the BNSF Property within a timeframe that will not delay the Entitlement process, the Project Entitlements shall be revised to exclude the BNSF Property, Developer shall proceed with the processing of the Entitlements without the BNSF Property, and Developer shall have no further obligations under this Agreement to acquire any interest in the BNSF Property.

4.4 Transit Access Plan. Prior to the Close of Escrow, Developer shall, at its sole cost and expense, prepare and submit to City, a Transit Access Plan which evaluates the feasibility of extending existing AC Transit fixed transit routes to the Project, with such plan to include estimated ridership levels, subsidy levels, and cost estimates (the "Transit Access Plan").

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4.5 Planning Documents. Throughout the Entitlement process, Developer shall provide City with copies of all technical studies and analysis and design and engineering work product submitted to any governmental entity with jurisdiction over the Project and the Offsite Improvements as required to process the Other Agency Approvals. Developer acknowledges and agrees that all such submittals together with all plans, studies, reports, and specifications for the Project and the Offsite Improvements that are submitted to City as required to process the Local Approvals (collectively, the "Planning Documents") are a matter of public record and may be retained in the City files. The Parties further acknowledge and agree that the Planning Documents have been prepared exclusively for use on processing the Project Entitlements; that in consenting to City's retention of the Planning Documents, Developer makes no representations or warranties as to their use for any other purpose; and that, to the extent City makes use of the Planning Documents for purposes other than the processing of the Project Entitlements, it does so on its own volition and at its own risk.

4.6 State Lands. The Parties recognize that a portion of the Property may be encumbered by the public trust for commerce, navigation and fisheries ("Trust"), and that it is in their mutual interest to work with the State Lands Commission to establish the boundary of any lands subject to the Trust, and, if necessary, to remove any Trust-related clouds on title to the Residential Property. Accordingly, Developer, as City's prospective successor in interest with regard to ownership of the Residential Property, and City, consistent with its obligations as trustee of lands subject to the Trust, agree to collaborate in a good faith diligent effort to determine if there are Trust-related clouds on title to the Residential Property, and if such clouds are found to exist, to negotiate a title settlement agreement with the State Lands Commission, together with any additional SLC approvals as necessary to enable City to convey clear title to the Residential Property at Closing (collectively, the "SLC Approvals"). The terms of the title settlement agreement and other SLC Approvals shall be mutually acceptable to both City and Developer. In the event City and Developer are unable to secure mutually acceptable SLC Approvals in sufficient time so as not to delay the Close of Escrow, the additional time required to secure such approvals shall be deemed a Permitted Delay pursuant to Section 11.6 and shall toll the Entitlement Period. If, in spite of the good faith diligent efforts of the Parties, mutually acceptable SLC Approvals cannot be secured and Trust-related clouds remain on title that City is unwilling or unable to endorse over, Developer may elect either: (a) to reject title and terminate this Agreement, in which case City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents, and City and Developer shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein; or (b) to accept title subject to the Trust-related clouds on title (in which case such Trust-related clouds on title shall thereafter constitute Permitted Exceptions) and proceed with the purchase of the Residential Property.

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4. 7 Settlement Agreements.

4. 7.1 CCCPR Settlement Agreement. The Coalition of Concerned Citizens of Point Richmond ("CCCPR") Terminal One Project Settlement and Release Agreement dated April 23, 2010 (the "CCCPR Settlement Agreement") to which the City is a party (a memorandum of which has been recorded against the Property) was entered into for the purpose of resolving controversies between CCCPR and the City relative to the Point Richmond Shores Residential Condominium Project (the "Richmond Shores Project") previously approved for development on the Property.

The CCCPR Settlement Agreement required that the Richmond Shores Project be developed in accordance with certain design principles, restrictions and requirements that were applicable to the Richmond Shores Project unless they were determined to be infeasible to implement. Such principles, restrictions, and requirements included the Point Richmond Shores Design Principles Report prepared by Moore, lacofano, Goltzman, Inc. and attached as Exhibit J (the "MIG Report") as well as developer obligations relating to construction of certain offsite improvements, garbage collection at the north of the Property, building massing at the north of the Property, closure of parts of Brickyard Cove Road to through vehicular traffic, and a maximum number of units to be developed on the Property. City and Developer desire to avoid the controversies which led to the CCCPR litigation and the CCCPR Settlement Agreement and to this end have incorporated in this Agreement provisions which Developer is obligated to meet where feasible that are analogous to the design principles, restrictions, and requirements of the CCCPR Settlement Agreement. If any of these analogous design principles, restrictions or requirements are not feasible to implement, Developer shall consult with City and the petitioners that are parties to the CCCPR Settlement Agreement concerning mutually agreeable alternative requirements. For the purpose of determining the feasibility of implementing any of these analogous design principles, restrictions, or requirements, "feasible" shall have the same meaning as provided under the CEQA Guidelines, 14 Cal. Code Reg. Section 15364- "'Feasible' means capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, legal, social, and technological factors."

4. 7.2 Littlehale Settlement Agreement. The James Scott Littlehale ("Little hale") Terminal One Project Settlement and Release Agreement dated April 23, 2010 (the "Littlehale Settlement Agreement") to which the City is a party, was also entered into for the purpose of resolving controversies between Littlehale and the City relative to the Richmond Shores Project. The Littlehale Settlement Agreement, like the CCCPR Settlement Agreement, established certain design principles, restrictions and requirements that were applicable to the Richmond Shores Project.

City and Developer desire to avoid the controversies that gave rise to the Littlehale litigation and the Littlehale Settlement Agreement and to this end have incorporated in this Agreement provisions which Developer is obligated to meet that are analogous to the design principles, restrictions, and requirements of the Littlehale Settlement Agreement.

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4.8 Evidence of Funding. Prior to Close of Escrow, Developer shall submit to City evidence of funding for construction of the Offsite Improvements, which improvements are required to be constructed in the initial phase of the Project in accordance with Section 6.6 below. Developer's evidence of funding may include demonstrated in-house funding capability, access to private capital, or availability of public financing such as Mello Roos Community Facilities District or assessment district funding for which provision is made in Section 6.1.1 (d) below, as well as a performance security such as a completion performance bond or letter of credit, or some combination thereof. The burden shall be on the Developer to demonstrate to City's reasonable satisfaction Developer's funding capability. Developer's submission to City evidencing funding for these initial phase improvements shall also describe the delivery method Developer intends to employ.

4.9 Project Design. The Parties acknowledge and agree that the design principles set forth in the MIG Report (with the exception of the design of the Ferry Point Way median) are the principles of design desired by the Richmond community and, where feasible, the design of the Project and the Offsite Improvements shall be substantially consistent with these principles, which contemplate, among other elements of Project Design:
(a) a shoreline road that will serve as the primary connection between Dornan Drive and Brickyard Cove Road;
(b) the closure of a portion of Brickyard Cove Road north of the Project site to through vehicular traffic once the shoreline road is completed, provided the closed section of Brickyard Cove Road may remain open to Bay Trail users; private residential access; parking access for Project residents, guests, and visitors; emergency vehicles; and construction-related use;
(c) a site layout that incorporates a graduated approach to the distribution of development densities and massing, with the higher intensities of use to be located on the northern portion of the Project site; and (d) the location of the garbage transfer area at the north of the Project site.

If any of the design principles referenced above are not feasible to implement, the Parties shall proceed as set forth in Section 4. 7 .1.

5. ESCROW AND CLOSE OF ESCROW

5.1 Opening and Close of Escrow. Developer has opened an escrow (the "Escrow") with the Title Company (including its successors as escrow agent, if any, the "Escrow Holder'') in its office currently located at 555 12th Street, Suite 2000, Oakland, CA 94607. Within three (3) business days after the date when this Agreement is fully executed, Developer shall deposit with Escrow Holder a copy of the fully executed Agreement, or executed counterparts hereof, and shall also deliver to Escrow Holder for Execution Copy 19

immediate recordation against the Property a fully executed Memorandum of this Agreement, or executed counterparts thereof, in the form attached as Exhibit E (the "Memorandum"). As used in this Agreement, the "Close of Escrow" or "Closing" shall mean the date a Grant Deed in the form of Exhibit F attached hereto ("Grant Deed") conveying the Residential Property to Developer is recorded in the Office of the Recorder of the County (the "Official Records").

5.2 Escrow Fees and Other Charges. In connection with the Close of Escrow, Developer shall pay: (a) the premium cost of the Title Policy, including the cost of any endorsements required by Developer, (b) recording charges, (c) one-half (1/2) of Escrow Holder's fees, and (d) all County and City transfer taxes and fees. In connection with the Close of Escrow, City shall pay one-half (1/2) of Escrow Holder's fees. All other costs related to the transaction shall be paid by the Parties in the manner consistent with common practice in residential land transactions in the County.

5.3 Developer's Conditions to Close of Escrow. Developer's obligations to close Escrow and purchase the Residential Property are conditioned upon the satisfaction or waiver of the following conditions:

5.3.1 Legal Parcel. The creation of the Residential
Property as a legal parcel prior to or at Close of Escrow in accordance with Section 4.2.

5.3.2 Entitlements. Developer shall have received all
Entitlements for a Project that is acceptable to Developer in Developer's sole discretion and either: (a) all statutory or regulatory periods for appealing or otherwise legally challenging the Entitlements, including but not limited to legal challenges under CEQA, have expired without any appeal or legal challenge being made, or (b) if an appeal or legal challenge to the Entitlements is made, such appeal or legal challenge has been resolved in a manner acceptable to the Developer in Developer's sole discretion. All Entitlements must be satisfactory to Developer and City, in their sole discretion.

5.3.3 No Default. The representations and warranties of the City shall be true in all material aspects and the City shall not be in default of its obligations under this Agreement.

5.4 City's Conditions to Close of Escrow. City's obligations to close escrow and sell, transfer and convey the Residential Property are conditioned upon the satisfaction or waiver of the following conditions:

5.4.1 Deposit of Funds. Developer shall have deposited
into Escrow, in cash or immediately available funds, all amounts necessary to consummate the purchase and sale of the Residential Property.

5.4.2 Evidence of Funding for Offsite Improvements.

Developer shall have provided evidence of funding for the Offsite Improvements in accordance with the requirements of Section 4.8 above.

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5.4.3 No Default. The representations and warranties of the Developer shall be true in all material aspects and the Developer shall not be in default of its obligations under this Agreement.

5.5 Closjnq Pate. The Close of Escrow shall occur no later than ninety (90) days following the satisfaction or waiver of all conditions to Closing contained in Sections 5.3 and 5.4 ("Closing Date"), subject to extensions for Permitted Delays pursuant to Section 11.6 ("Outside Closing Date"). The Outside Closing Date may be further extended for such additional time periods as City and Developer may mutually agree. Subject to the foregoing limitations, Developer shall designate the Closing Date in written notice to City and Escrow Holder delivered not later than thirty (30) days prior to the designated Closing Date.

5.6 Close of Escrow Documents. The Parties shall deposit the following with Escrow Holder prior to the Close of Escrow:

5.6.1 Developer's Deliveries. Developer shall deposit with Escrow Holder:
(a) Purchase Price Balance. Developer's share of the
closing costs and prorations as provided in Sections 5.2 and 5.7.2 and the amount of the Purchase Price less the amount of the Deposit;
(b) Closing Documents. Developer shall execute,
acknowledge, and deliver to Escrow Holder, Developer's Closing Documents, as further described in the Schedule of Closing Documents attached as Exhibit G (the "Schedule of Closing Documents"); and
(c) Further Assurances. Developer shall execute,
acknowledge, seal and deliver and otherwise provide appropriate resolutions, certificates of good standing, limited liability company documentation, authorizations, and such further assurances, instruments, and documents as City or Escrow Holder may reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.

5.6.2 City's Deliveries. City shall deposit with Escrow Holder:
(a) Grant Deed. The Grant Deed conveying fee title to
the Residential Property, subject only to the Permitted Exceptions; (b) Closing Documents. City shall execute,
acknowledge, and deliver to Escrow Holder, City's Closing Documents, as further described in the Schedule of Closing Documents attached as Exhibit G; and (c) Further Assurances. City shall execute,
acknowledge, seal and deliver and otherwise provide appropriate resolutions, Execution Copy 21

documentation, authorizations, and such further assurances, Instruments, and documents as Developer or Escrow Holder may reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.

5.6.3 Additional Instruments. City and Developer shall each deposit such other escrow Instructions and/or Instruments as are reasonably required by Escrow Holder or otherwise required to proceed to the Close of Escrow and consummate the sale of the Residential Property In accordance with the terms of this Agreement.

5.7 Close of Escrow.

5.7.1 Actions by Escrow Holder. On the Closing Date, provided all of the conditions to the Parties' obligations have been satisfied or waived, Escrow Holder shall undertake and perform the following acts in the following order:
(a) record the Grant Deed (with documentary transfer tax information to be affixed after recording) and obtain conformed copies thereof for delivery to Developer and City;
(b) pay any transfer taxes;
(c) instruct the County Recorder to return the executed original Grant Deed to Developer;
(d) deliver to Developer: (i) a conformed copy of the
recorded Grant Deed, (ii) the Title Policy covering the Residential Property subject only to the Permitted Exceptions, (iii) a conformed copy of each other document recorded in connection with the Close of Escrow, and (iv) an original of each unrecorded document received by Escrow Holder hereunder; and
(e) deliver to City: (i) a conformed copy of the recorded Grant Deed, (ii) a copy of the Title Policy covering the Residential Property subject only to the Permitted Exceptions, (iii) a conformed copy of each other document recorded in connection with the Close of Escrow, (iv) an original of each unrecorded document received by Escrow Holder hereunder , and (v) the Purchase Price less the amount of the Deposit and less the amount of the City's share of closing costs and prorations set forth in Sections 5.2 and 5.7.2.

5.7.2 Prorations. Real property taxes and assessments for the Residential Property shall be prorated as of the Close of Escrow on the basis of the most recent tax information. Said prorations shall be based on a thirty (30) day month.

City's portion of such taxes and assessments which are Permitted Exceptions, if any, may be paid using the proceeds of the Close of Escrow or by the appropriate reduction in the Purchase Price in the Close of Escrow.

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5.7.3 Possession. Upon the Close of Escrow, exclusive
possession of and title to the Residential Property shall be conveyed to the Developer, subject only to the Permitted Exceptions.

5.8 Failure to Close: Termination.

5.8.1 Default. Upon an event of default, the non-defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If a default remains uncured thirty (30) days after receipt by the defaulting Party of such notice, the non-defaulting Party may terminate this Agreement by giving written notice to the defaulting Party and Escrow Holder. In the event of a default and a termination of this Agreement, City shall be entitled to retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents. Upon termination of this Agreement in accordance with this Section 5.8.1, the Parties shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein.

5.8.2 Outside Closing Date. If Close of Escrow has not occurred by the Outside Closing Date, provided neither Developer nor City is in default under this Agreement, then upon Escrow Holder's receipt of written notice of the termination of the Agreement from either City or Developer: (a) this Agreement and the Escrow shall terminate, (b) City shall retain the Deposit and any interest thereon, (c) City shall be entitled to retain the Planning Documents and (d) City and Developer shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein.

5.8.3 Failure of Conditions to Close Escrow. In the event either Party terminates this Agreement for failure of conditions to Close Escrow in accordance with the terms of this Agreement, then, provided neither Party is in default under this Agreement, upon Escrow Holder's receipt of written notice of such termination of this Agreement from either Party: (a) this Agreement and the Escrow shall terminate, (b) City shall retain the Deposit and any interest thereon; (c) City shall be entitled to retain the Planning Documents and (d) the Parties shall have no further rights or obligations under this Agreement, except as otherwise expressly provided herein.

5.8.4 Cancellation Charges. In the event the failure to close is due to the default of one of the Parties, the defaulting Party shall bear the sole and full liability for paying any escrow and title cancellation fees and charges. Otherwise, each Party shall pay fifty percent (50%) of such fees and charges.

5.9 Physical Condition of Residential Property, Park Property. BNSF Property and Offsite Improvement Area.

5.9.1 Limited Representations By City. Developer acknowledges that, except for any representations expressly made by City in this Agreement, City's Parties have made no representations or warranties by or on behalf of City as to any Execution Copy 23

matters concerning the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement, the condition of the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement, the size of the Residential Property, Park Property or BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement, the condition of the improvements on the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement, the present use of the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement, or the suitability of Developer's intended use of the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement, including without limitation, the suitability of the topography; the compliance of the improvements with any codes; the availability of water rights or utilities; any natural hazard of any kind or nature including without limitation, flood hazard, earthquake fault or seismic hazard, or fire risk or hazard; the present and future zoning, subdivision, and any and all other land use matters; the condition of the soil, subsoil, or groundwater of the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement; any and all potential flooding of the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement; or access to public roads, except as set forth in the reports in the Schedule of Disclosure Documents attached as Exhibit H.

5.9.2 "AS IS". Developer acknowledges, agrees and represents that the Residential Property is to be purchased, conveyed and accepted by Developer "AS IS," "WHERE IS" AND "WITH ALL FAULTS." Developer further acknowledges, agrees, and represents that City shall have no obligation with respect to delivery conditions of the Residential Property, the Park Property, or the BNSF Property, including conditions related to the demolition and removal of existing structures, the removal of underground tanks, and the remediation of any toxic soils conditions. The demolition and removal of the existing warehouse structure that is situated on the Property shall be the responsibility of Developer, at Developer's sole cost and expense.

5.9.3 Developer's Independent Review. Developer represents and warrants to City that, as of the Closing Date, Developer shall have performed an independent inspection and investigation of the Residential Property, Park Property and BNSF Property and shall have investigated operative governmental laws and regulations, including without limitation, land use laws and regulations to which the Residential Property, Park Property and BNSF Property may be subject for its existing use or for Developer's intended use, and Developer further represents that it shall acquire the Residential Property on the basis of its independent inspection and investigation of the Residential Property, Park Property and BNSF Property, including, without limitation, Developer's review and determination of the applicability and effect of such laws and regulations. Developer has neither received nor relied on any representations concerning such laws and regulations from City's Parties.

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5.9.4 Developer's Waiver. In the event that, prior to Close of Escrow, Developer becomes aware of any event or condition, other than an intentional breach or willful misconduct on the part of the City, that would constitute a breach or default by City or a failure of any condition precedent to Developer's obligations hereunder, but Developer proceeds with the Close of Escrow notwithstanding such event or condition, then Developer shall be deemed to have waived and released any claim or cause of action arising there from, and City shall have no liability by reason of any such breach, default or condition.

5.9.5 Survival. The provisions of this Section 5.9 shall survive the Close of Escrow.

6. POST-CLOSING DEVELOPMENT OBLIGATIONS.

The following provisions shall apply if and only if the Closing occurs. Nothing in this Agreement, including the following provisions, shall in any way limit the discretion of City in acting in its regulatory capacity regarding the Entitlements and related actions.

6.1 Post-Closing Obligations of Developer Relative to Final Map Approval. Grading/Demolition/Building Permit Issuance. and Construction CommencemenVCompletion. Following Close of Escrow and subject to Permitted Delays, Developer shall proceed diligently and expeditiously with the actions required in order to construct the Project and the Offsite Improvements, including all actions as necessary to satisfy the requirements for final map approval and the issuance of grading, demolition and building permits (the "Post-Closing Actions"). Such Post­ Closing Actions shall be undertaken and carried out in a manner consistent with the requirements of the Richmond Municipal Code and shall include the following.

6.1.1 Phase 1 Final Map Requirements. The Post-Closing Actions Developer is obligated to undertake in order to satisfy the requirements for approval of a final map applicable to the Project's first phase of development (the "Phase 1 Final Map") shall include the following "Phase 1 Final Map-Related Developer Obligations":
(a) preparation and submittal to the City's Engineering Services Director for approval by the City Council a Phase 1 Final Map consistent with the Phasing Plan for the Project and the requirements of RMC Sections 15.08.210 through 15.08.230;
(b) preparation and submittal of improvement plans and
specifications (the "Phase 1 Improvement Plans") for the subdivision improvements that are required to be developed as conditions of approval in order to proceed with the Project's first phase of development, including all of the Offsite Improvements required by this Agreement (the "Phase 1 Subdivision Improvements"), with such Phase 1 Improvement Plans to be submitted to the City's Engineering Services Director for approval in accordance with the requirements of RMC Sections 15.08.450 through

15.08.490 (as referenced in RMC Section 15.08.220 at numbered paragraph 4); Execution Copy 25

(c) preparation and submittal to the City's Engineering Services Director for approval of recordable documents which make provision for the maintenance, control, and management of private improvements that are subject to public or common use in accordance with the requirements of RMC Section 15.08.440 (as referenced in RMC Section 15.08.220 at numbered paragraph 6) and the Project O&M Plan prepared pursuant to Section 6.8 of this Agreement; (d) entry into a mutually acceptable agreement (the
"Phase 1 Improvement Agreement") with the City in accordance with the requirements of RMC Section 15.08.420 (as referenced in RMC Section 15.08.220 at numbered paragraph 8) either to complete the Phase 1 Subdivision Improvements, including all of the Offsite Improvements, at Developer's sole cost and expense or to initiate and consummate proceedings pursuant either to the Mello Roos Community Facilities Act (California Government Code Sections 53311 et seq.) or to an appropriate special assessment act for the financing and completion of the Phase 1 Subdivision Improvements; and
(e) providing improvement security in a form and amount that meets the requirements of RMC Section 15.08.430 (as referenced in RMC Section

15.08.220 at numbered paragraph 7) for the purpose of guaranteeing the construction of the Phase 1 Subdivision Improvements, including all of the Offsite Improvements, pursuant to the Phase 1 Improvement Agreement.

In addition to the Post-Closing Actions listed above, Developer may, but is not required to, prepare and submit for review and approval by the City's Department of Planning and Building Services preliminary and/or final design and construction documents (the "Construction Documents") for residential development consistent with the Project Entitlements. In the event Developer decides to proceed with the submittal of Construction Documents prior to approval of the Phase 1 Final Map, City shall process such documents concurrently with the Phase 1 Final Map-related actions referenced above.

6.1.1.1 Tentative Map Time Frames and Final Map
Phasing. The Project's Vesting Tentative Map shall remain in effect for a period of thirty six (36) months, after which time the map shall expire unless extended by the Planning Commission in accordance with RMC Section 15.08.180 for a period or periods not exceeding a total of five (5) additional years. The Vesting Tentative Map shall explicitly allow Developer to file multiple final maps (each a "Phased Final Map") in accordance with the Project's Phasing Plan and as authorized by RMC Section 15.08.180 and California Government Code Section 66456.1. The Parties acknowledge and agree that the construction of the Offsite Improvements at Developer's sole cost and expense will satisfy the expenditure requirements of California Government Code Section 66452.6 and, accordingly, each filing of a Phased Final Map pursuant to this Agreement shall extend the expiration of the Project's Vesting Tentative Map by thirty six (36) months Execution Copy 26

from the date of its expiration or the date of the previously filed Phased Final Map, whichever is later.

6.1.2 Phase 1 Construction Permits. Following City approval of a Phase 1 Final Map, Developer shall proceed diligently and expeditiously with the Post­ Closing Actions necessary to satisfy the requirements for issuance of the grading, demolition, encroachment, and building permits as required to construct the first phase of the Project, including the Phase 1 Subdivision Improvements, in accordance with the Project's Phasing Plan (the "Developer's Phase 1 Construction Permit-Related Obligations"). The Developer's Phase 1 Construction Permit-Related Obligations shall include preparation of preliminary and final design and construction documents for the residential units which compose the Project's first phase of development (the "Phase 1 Construction Documents") and submittal of the Phase 1 Construction Documents to the City's Department of Planning and Building Services for review and approval in accordance with the City's adopted standards and procedures.

6.1.3 Phase 1 Site Preparation. Following City issuance of the requisite grading, encroachment, and demolition permits, Developer shall diligently and expeditiously proceed with the Post-Closing Actions required to prepare the Property for construction of the initial phase of the Project, including grading and demolition (if any) (the "Developer's Phase 1 Site Preparation Obligations"). Developer shall commence and complete Developer's Phase 1 Site Preparation Obligations as soon as reasonably practical.

6.1.4 Construction of the Phase 1 Subdivision Improvements.

Following completion of Developer's Phase 1 Site Preparation Obligations and City issuance of the requisite construction permits, Developer shall diligently and expeditiously proceed with the Post-Closing Actions required to construct the Phase 1 Subdivision Improvements, including all of the Offsite Improvements (the "Developer's Phase 1 Subdivision Improvement Construction Obligations"). Developer shall commence construction of the Phase 1 Subdivision Improvements no later than twenty four (24) months after the Close of Escrow and shall complete construction of the Phase 1 Subdivision Improvements as soon thereafter as is reasonably practical. The improvement security to be provided by Developer in accordance with Section 6.1.1 (e) above shall be in a form such that, if Developer has not commenced construction of the Phase 1 Subdivision Improvements within twenty four (24) months following Close of Escrow in accordance with the provisions of this Section 6.1.4, City may exercise its rights to payment thereunder.

6.1.5 Phase 1 Residential Unit Construction. Following Phase 1 site preparation and City issuance of the requisite building permits, Developer shall diligently and expeditiously proceed with the Post-Closing Actions required to construct the residential units which compose the Project's first phase of development (the "Developer's Phase 1 Residential Unit Construction Obligations"). Developer shall Execution Copy 27

commence and complete the Phase 1 residential unit construction as soon as reasonably practical.

6.1.6 Development of Subsequent Phases of the Project.

Following completion of Phase 1 construction, Developer shall proceed with the Post­ Closing Actions required to develop subsequent phases of the Project (the "Developer's Subsequent Phase-Related Obligations") . Development of each subsequent phase of the Project shall be commenced and completed based on Developer's best business judgment and the then-current market conditions.

6.2 Post-Closing Obligations of City Relative to Final Map Approval.

Grading/Demolition/Building Permit Issuance, and Construction CommencemenUCompletion. Where Developer is required by this Agreement to proceed diligently and expeditiously in undertaking and carrying out the Post-Closing Actions and where these Post-Closing Actions by Developer in turn require administrative processing, review or other executive actions by City, City shall, in a like and reciprocal manner, proceed diligently and expeditiously in undertaking and carrying out such administrative and executive functions.

6.3 Local Business and Local Hire. The Project and the Offsite Improvements shall be subject to Richmond Municipal Code's ("RMC's") local business and local hire requirements, including the City's Business Opportunity Ordinance (RMC, Chapter 2.50) and Local Employment Program Ordinance (RMC, Chapter 2.56) (the "Local Business and Local Hire Requirements"). Pursuant to RMC Chapter 2.56, Developer shall also enter into a First Source Hiring Agreement with the City, substantially in the City's standard form for such agreement. Developer shall provide City with written acknowledgement by Developer's lead contractor of the requirements of RMC Section 2.56.030(c), which code section shall be reproduced in full within the written acknowledgement. The written acknowledgement shall also include an express commitment by Developer's lead contractor to use its best efforts to see that all of its sub-contractors comply with all Local Business and Local Hire Requirements.

6.4 Project Labor Agreement. Prior to the issuance of any building permits for the Project or Offsite Improvements if building permits for the Offsite Improvements are issued separately from or prior to the building permits for the Project, Developer shall enter into a Project Labor Agreement with the building trades which shall be applicable to all Project improvements, including the Offsite Improvements, whether public or private. Developer shall provide City with a list of the building trade crafts which are to be employed on the Project and Offsite Improvements and for which the State of California Department of Apprenticeship Standards has approved an apprenticeship program.

6.5 lnclusionary Housing. The Project will be subject to City's lnclusionary Housing Ordinance (RMC Section 15.04.810.061). The requirements of the lnclusionary Housing Ordinance may, in the sole discretion of Developer, be satisfied by the payment of a fee to the appropriate City of Richmond authority in lieu of incorporating inclusionary housing into the Project.

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6.6 Project Phasing. Developer shall include in the initial phase of the Project all of the Offsite Improvements. In addition, the Parties agree to work cooperatively to explore the feasibility of constructing certain of the Offsite Improvements either in advance of Phase 1, or as an accelerated component of Phase 1, with the focus of this cooperative effort to be on those particular Offsite Improvements the earlier completion of which would benefit the Project, the surrounding community, and the City. The Offsite Improvements shall be deemed to be complete under this Agreement when finally accepted by City, when finally accepted by another authority if another authority has jurisdiction over the work, and/or when finally accepted by a public utility if a public utility has jurisdiction over the work.

6.7 Park Improvements. The cost of Developer's construction and maintenance of the park component of the Offsite Improvements shall be credited toward satisfaction of any Government Code Section 66477 et seq. ("Quimby Act") requirements which may apply to the Project as determined by the City.

6.8 Operations and Maintenance Funding Plan. Prior to the approval of any permits, including building and grading permits for the Project or Offsite Improvements if permits for the Offsite Improvements are issued separately from or prior to the building permits for the Project, Developer shall, at its sole cost and expense, prepare and submit to City for approval, a plan for funding the operation and maintenance of: (a) the Project's internal streets and (b) the Offsite Improvements (the "Project O&M Plan"). The Project O&M Plan shall be solely Developer/Project funded using financing mechanisms that may include CFD/Assessment District and/or Home Owner Association funding.

6.9 Toll Brothers Value-Added. Prior to the approval of any permits for the Project, including building or grading permits, Developer shall assist City in determining the value, if any, added to the Residential Property by the project approvals secured by Toll Bros., Inc. ("Toll") in 2006-2007, including but not limited to an EIR, General Plan Amendment, Rezoning and Vested Tentative Map, Grading Plan, Utility Plan, Phasing Plan, Conceptual Site Plan, and Conceptual Unit Plans, as such "Toll Project Approvals" are further described in the Toll Terminal One Project Settlement and Release Agreement dated April 23, 201 0 and recorded against the Property (the "Toll Settlement Agreement"). Such Developer assistance to City shall also include attendance at mediation and arbitration hearings, if necessary.

6.10 Equal Opportunity. During the construction of the Project and the Offsite Improvements, there shall be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in the construction work.

The Developer and its contractors, employees and agents shall comply with all State and local laws, including all equal opportunity and fair employment law and regulations applicable to the Project and the Offsite Improvements, including all applicable provisions of the City's Nondiscrimination Clauses in City Contracts Ordinance (RMC Execution Copy 29

Chapter 2.28) including RMC Section 2.28.030, obligating every contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

6.11 Prevailing/Living Wages.

6.11.1 Payment of Prevailing/Living Wages. Developer shall and shall cause its contractor and all subcontractors to pay prevailing wages and living wages in the construction of the Project and the Offsite Improvements as those wages are determined pursuant to Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations and the City of Richmond's Living Wage Ordinance (RMC Chapter 2.60). Developer shall also comply with the other applicable provisions of Labor Code Sections 1720 et seq., implementing regulations of the Department of Industrial Relations and the Richmond Municipal Code Chapter 2.60.

Developer shall and shall cause the contractor and subcontractors to keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Labor Code Sections 1720 et seg. and implementing regulations of the Department of Industrial Relations. Copies of the currently applicable current per diem prevailing wages are available from the California Department of Industrial Relations website, www.dir.ca.gov. During the construction of the Project and the Offsite Improvements, Developer shall or shall cause its contractor to post at the Property the applicable prevailing rates of per diem wages. Developer shall indemnify, hold harmless and defend (with counsel reasonably acceptable to City) the City against any claim for claims, losses, liabilities, damages (direct or consequential), compensation, fines, penalties, causes of action, administrative and judicial proceedings and orders, judgments, enforcement actions of any kind, and all costs and expenses incurred therewith (including but not limited to attorneys' fees and costs) or other amounts arising out of the failure of the Developer, its contractor or its subcontractors to pay living wages pursuant to the RMC Chapter 2.60 and prevailing wages as determined pursuant to Labor Code Section 1720 et seq. and implementing regulations or to comply with the other applicable provisions of Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations in connection with construction or any other work undertaken in connection with the Residential Property, Park Property and BNSF Property.

6.11.2 Maintenance of Payroll Records. Developer shall and shall cause its contractor and all subcontractors to maintain accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker and others employed on the Project and Offsite Improvements. Each payroll record shall contain or be verified by a written declaration made under penalty of perjury, stating both of the following: (1) the information contained in the payroll record is true and correct, and (2) the employer has complied with the requirements of Labor Code Section 1771 (prevailing wage provisions), Section Execution Copy 30

1811 (eight-hour day, forty-hour week provisions), and Section 1815 (overtime compensation) for any work performed by his or her employees on the Project and Offsite Improvements. Developer shall and shall require its contractor to provide certified payroll records to the City each week, no later than ten ( 1 0) days after the end of a weekly pay period. Payroll records shall be maintained and made available in accordance with Labor Code Section 1776. In addition, Developer shall and shall require its contractor and all subcontractors promptly to deliver to the City, upon request, documents verifying compliance with the Living Wage Ordinance, which include documents which evidence that each affected employee has been notified regarding the wages required to be paid pursuant to the Living Wage Ordinance. Notice of living wages shall also be posted at the construction site.

6.12 Compliance with Applicable Law. The Developer shall cause all work performed in connection with construction of the Project and the Offsite Improvements to be performed in compliance with: (a) all applicable laws, ordinances, rules and regulations of Federal, State, county or municipal governments or agencies now in force or that may be enacted hereafter which would be applicable to the Project and Offsite Improvements absent this Agreement, and (b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and the Developer shall be responsible for the procurement and maintenance thereof, as may be required of the Developer and all entities engaged in work that Developer is obligated to perform on the Residential Property, Park Property and BNSF Property.

6.13 Progress Reports. Until construction of all of the Project and Offsite Improvements has been completed, Developer shall provide quarterly written reports regarding construction progress in such detail as the City may reasonably require.

6.14 Sales and Use Tax Allocations.

6.14.1 Sub-Permit. Developer shall, in accordance with
the special tax allocation procedures set forth in attached Exhibit L (the "Special Tax Allocation Procedures"), require that its contractors and subcontractors exercise their option to obtain a Board of Equalization sub-permit for the jobsite and allocate all eligible use tax payments to the City. Prior to beginning the construction of the Project and Offsite Improvements, the Developer shall require that its contractor and subcontractors provide the City with either a copy of the sub-permit or a statement that use tax does not apply to their portion of the job.

6.14.2 Direct Payment. Developer shall, in accordance
with the Special Tax Allocation Procedures, review the direct payment process established under California Revenue and Taxation Code 7051.3 and, if eligible, use the permit so that the local share of its use tax payments is allocated to the City. The Execution Copy 31

Developer shall provide the City with either a copy of the direct payment permit or a statement certifying ineligibility to qualify for the permit.

6.15 Use and Maintenance. Developer agrees to record a covenant that will run with the Residential Property and the BNSF Property and be binding on Developer's successors-in-interest, which shall provide: (a) that the Residential Property and the BNSF Property shall be used for the purposes set forth in this Agreement or for such other purposes as may be subsequently approved by City and (b) that the Project and the Offsite Improvements shall be maintained in good repair and in a neat, clean, and orderly condition.

6.16 Survival. The provisions of this Section 6 shall survive the Close of Escrow.

6.17 Termination of Agreement. This Agreement shall terminate and shall have no further force or effect as of the date the City issues a certificate of occupancy for the last residential unit of the Project.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

7.1 City's Representations. Warranties and Covenants. City, in its capacity as a seller of the Residential Property and not in its regulatory capacity, hereby represents, warrants and covenants to Developer as follows, all of which shall survive the Close of Escrow and which shall be subject to any investigation or knowledge of Developer prior to the Close of Escrow:
7 .1.1 Authority. City owns the Residential Property in fee simple and has the right, capacity, power and authority to enter into and carry out the terms of this Agreement. To the best of City's knowledge, other than as shown in the Preliminary Report, no other person, firm or entity other than Developer has any rights in or rights to acquire the Residential Property. City has not alienated, encumbered, transferred, leased, assigned or otherwise conveyed its interest in the Residential Property or any portion thereof except as set forth in the Preliminary Report, nor has the City entered into any agreement to do so, nor shall City do so prior to the Close of Escrow. The entering into and performance by City of the transactions contemplated by this Agreement will not violate or breach any agreement, covenant or obligation binding on City. This Agreement has been duly authorized by City and duly executed by the parties signing on behalf of City.
7 .1.2 Disclosure Documents. City shall have delivered to Developer copies of the documents listed on the Schedule of Disclosure Documents attached as Exhibit H, which to the best of City's knowledge constitute all non-privileged material documents in City's possession or control relating to the ownership, condition, development and operation of the Property and the rights included with or related to the Property.

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7.1.3 Physical Condition. To the best of City's knowledge, the Property is free of any material physical defects or conditions, including Hazardous Substances, that would preclude or materially limit the development of the Project except as disclosed in any of the documents listed on the Schedule of Disclosure Documents attached as Exhibit H.

7.1 .4 Liens. To the best of City's knowledge, there are no mechanic's or materialmen's liens or similar claims or liens now asserted against the Residential Property for work performed or commenced prior to the date hereof other than as described In the Preliminary Report.

7.1.5 Suits/Actions. To the best of City's knowledge, there are no suits, administrative proceedings or governmental actions or investigations pending or threatened against or affecting City or the Residential Property, Park Property, BNSF Property, or any Offsite Improvement area to be developed in accordance with this Agreement that would prevent City from meeting any of its respective obligations under this Agreement or would otherwise adversely affect Developer's exercise of its rights or Developer's compliance with its obligations under this Agreement.

Each of the representations and warranties made by City in this Agreement, shall be true and correct in all material respects on the Effective Date hereof, and shall be deemed to be made again as of the Close of Escrow, and shall then be true and correct in all material respects. City makes no representation or warranty other than those specifically and expressly stated in this Section 7.1. City makes no representation, express or implied, that the Residential Property or its condition is suitable for the Developer's intended use. The phrase "to the best of City's knowledge" as used in this Agreement, refers only to the actual knowledge of Bill Lindsay and Richard Mitchell, without having conducted any independent investigation or study. City shall notify Developer within twenty (20) days of becoming aware of any facts or circumstances which are contrary to the foregoing representations and warranties contained in this Section 7.1, or which come to the knowledge of City's representatives identified above and fall within the scope of representations made to the best of City's knowledge. In the event such facts or circumstances are materially adverse to Developer's completion of the transaction contemplated by this Agreement, following notice to City and a reasonable opportunity to cure, in no event less than thirty (30) days, Developer shall have the right to terminate this Agreement in addition to all other rights and remedies under law or in equity Developer may pursue. If Developer so terminates this Agreement, City shall retain the Deposit and any interest thereon and shall be entitled to retain the Planning Documents. City agrees to indemnify, protect, defend (with legal counsel reasonably acceptable to Developer) and hold Developer and its employees, partners, directors, officers, affiliates, agents and representatives harmless from and against any and all losses, claims, demands, damages, costs and expenses of whatever nature relating to or arising out of a breach of City's representations and warranties set forth in this Agreement, including without limitation attorneys' fees and costs incurred in connection therewith or to enforce this indemnity agreement. City's Execution Copy 33

indemnity obligation shall survive the termination of this Agreement and the Close of Escrow.

7.2 Developer's Representations and Warranties. Developer hereby represents and warrants to City as follows, all of which shall survive the Close of Escrow and which shall be subject to any investigation or knowledge of City prior to the Close of Escrow:

7.2.1 Authority. Developer is a limited liability company duly organized, validly existing and in good standing in the State of Delaware, is duly authorized to conduct business in the State of California, and has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and this Agreement has been duly authorized and executed by Developer and, upon delivery to and execution by City, shall be a valid and binding Agreement of Developer.

7.2.2 Suits/Actions. To the best of Developer's knowledge, there is no pending or threatened suit, action, or arbitration, or legal or administrative, proceeding, including but not limited to eminent domain, condemnation or assessment district matters, or any judgment or moratorium which adversely affects Developer's anticipated development of the Residential Property, Park Property, BNSF Property or any Offsite Improvement area to be developed in accordance with this Agreement. 7 .2.3 No Bankruptcy. Developer and any entity or person that owns or controls Developer are not bankrupt or insolvent under any applicable Federal or state standard, have not filed for protection or relief under any applicable bankruptcy or creditor protection statute and, to the best of Developer's knowledge, have not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute.
7 .2.4 Representations/Warranties. Developer confirms its representations and warranties as set forth in Sections 5.9.2, 5.9.3 and 11.26.

Each of the representations and warranties made by Developer in this Agreement, shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow, and shall then be true and correct in all material respects. The phrase "to the best of Developer's knowledge" as used in this Agreement, refers only to the actual knowledge of Wu Zhen Wu, Robert Kagan, and Paul Menzies, without having conducted any independent investigation or study. Developer shall notify City within twenty (20) days of becoming aware of any facts or circumstances which are contrary to the foregoing representations and warranties contained in this Section 7 .2, or which come to the knowledge of Developer's representatives identified above and fall within the scope of representations made to the best of Developer's knowledge. In the event the facts or circumstances are materially adverse to City's completion of the transaction contemplated by this Agreement, following notice to Developer and a reasonable opportunity to cure, in no Execution Copy 34

event less than thirty (30) days, City shall have the right to terminate this Agreement In addition to all other remedies. If City so terminates this Agreement, City shall be entitled to retain the Deposit and interest thereon, in addition to any other rights under law or in equity City may pursue. Developer agrees to indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold City and its employees, officers, affiliates, agents and representatives harmless from and against any and all losses, claims, demands, damages, costs and expenses of whatever nature relating to or arising out of a breach of Developer's representations and warranties set forth in this Agreement, including without limitation attorneys' fees and costs incurred in connection therewith or to enforce this indemnity agreement. Developer's indemnity obligation shall survive the termination of this Agreement and the Close of Escrow.

8. CONDEMNATION
If, prior to the Close of Escrow, any portion of the Residential Property is taken by any entity by condemnation or with the power of eminent domain, or if the access thereto is reduced or restricted thereby (or is the subject of a pending taking which has not yet been consummated), City shall immediately notify Developer of such fact. In such event, Developer shall have the right, in Developer's sole discretion, to terminate this Agreement and the Escrow upon written notice to City and Escrow Holder not later than seven (7) business days after receipt of City's notice thereof. If this Agreement and the Escrow are so terminated, City shall retain the Deposit with any interest thereon and shall be entitled to retain the Planning Documents, and neither Party shall have any further rights or obligations under this Agreement, except for payment of escrow cancellation fees which shall be borne equally by Developer and City. Alternatively, Developer may proceed to consummate the transaction provided for herein at Developer's sole election, in which event City shall assign and turn over, and Developer shall be entitled to receive and keep, any and all awards made or to be made in connection with such condemnation or eminent domain, and the Parties shall proceed to the Close of Escrow pursuant to the terms hereof, without any reduction in the Purchase Price. In the event Developer elects to consummate the transaction but City retains any such award, in breach of this Section, and neither Party is otherwise in default under this Agreement, Developer may elect to consummate the purchase of the Residential Property, and the Purchase Price shall be reduced by the amount of the award wrongfully retained by City.

9. DEFAULT, REMEDIES, AND DISPUTE RESOLUTION.

9.1 Default. Subject to extensions of time by mutual consent of the Parties and Permitted Delay, failure by either Party to perform, or unreasonable delay by either party in performing, any material term or condition of this Agreement shall constitute a default. In the event one Party alleges a default of a material term or condition of this Agreement by the other Party, the Party alleging the default shall give the Party alleged to be in default written notice specifying the nature of the alleged default and the manner in which the default may be satisfactorily cured the ("Notice of Default"). The Party alleged to be in default shall have thirty (30) days from delivery of the Notice of Default within which to cure the default (the "Cure Period"). If the nature Execution Copy 35

of the alleged default is such that it cannot reasonably be cured within a thirty (30) day period, the commencement of the cure within thirty (30) days of delivery of the Notice of Default and the diligent prosecution of the cure to completion shall be deemed a cure completed within the Cure Period. During the Cure Period, the Party seeking to effect a cure shall not be considered in default under this Agreement. If the default is cured, then no default shall exist or be deemed to have existed and the noticing Party shall take no further action. Following Notice of Default and expiration of the Cure Period without a satisfactory cure, the noticing Party may, at its option, terminate this Agreement and/or institute legal proceedings, as provided in Sections 9.2 and 9.3 below.

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9.2 Termination Due to Default. After Notice of Default and expiration of the Cure Period without a satisfactory cure of the alleged default, the noticing Party may, at its option, give notice in writing to the allegedly defaulting Party of its intent to terminate this Agreement (the "Notice of Intent to Terminate"), with such termination to take effect sixty (60) days following delivery of the Notice of Intent to Terminate.

Notwithstanding the foregoing, the delivery of a written Notice of Intent to Terminate under this Section 9.2 is effective in terminating this Agreement and the obligations of the noticing Party only if the alleged default has occurred and has not been satisfactorily cured during the Cure Period. Once a Party alleging default has given Notice of Intent to Terminate, legal proceedings may be instituted by either Party to obtain a declaratory judgment determining the Parties' respective termination rights and obligations under this Agreement.

9.3 Legal Action. Nothing in this Article 9 or in any other provision of this Agreement shall limit or restrict the rights and remedies at law or in equity otherwise available to the Parties and either Party may institute legal action to cure, correct, or remedy any default under this Agreement, to enforce or interpret any term or condition of this Agreement, to enjoin any threatened or attempted breach of this Agreement, or to otherwise seek relief pursuant to Applicable Law based on the rights and obligations of the Parties as set forth herein

9.4 Dispute Resolution. If a legal dispute arises related to the interpretation or enforcement of or the status of compliance with the terms and conditions of this Agreement, including the rights and obligations of the Parties hereunder (the "Dispute"), City and Developer shall first attempt to resolve it through informal discussions. In the event a Dispute cannot be resolved in this manner within twenty-one (21) days, City and Developer shall endeavor to settle the Dispute by mediation which, except as otherwise mutually agreed upon by the Parties, shall be conducted under the then current JAMS rules and procedures for mediating business disputes by a neutral third party selected from the JAMS panel of neutrals. This dispute resolution process shall be undertaken in good faith and exhausted prior to the institution of legal proceedings by either Party.

10. NOTICE.

All notices and demands to or upon the respective Parties made pursuant to this Agreement shall be in writing and shall be effective for all purposes upon receipt on any business day before 5:00 PM local time and on the next business day if received after 5:00 PM or on other than a business day, including without limitation, in the case of (i) personal delivery, (ii) delivery by messenger, express or air courier or similar courier, (iii) delivery by United States first class certified or registered mail, postage prepaid, and (iv) transmittal by facsimile or email, provided the transmittal results in written copies with confirmation of receipt or is followed by a hard copy deposited in first class U.S.

Mail the same day as the facsimile or email is transmitted, addressed as follows:

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City:

With a copy to:

Developer:

With a copy to:

Title Company:
(As applicable and
prior to Close of
Escrow only)
Execution Copy
City of Richmond
450 Civic Center Plaza, Suite 300
Richmond, CA 94804-1630
Attn: City Manger
Tel: (510) 620-6512
Facsimile: (51 0) 620-6542
Email: [email protected] .us
Office of the City Attorney
450 Civic Center Plaza
Richmond, CA 94804-1630
Attn: City Attorney
Tel: (510) 620-6509
Facsimile : (510.) 620-6518
Email: [email protected]
Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite
415 Walnut Creek, CA 94596
Attn: Robert Kagan/Paul Menzies
Tel: (925) 937-4111
Facsimile: (925) 937-4173
Email: [email protected]
[email protected]
Briscoe Ivester & Bazel LLP
155 Sansome Street, 7th Floor
San Francisco, CA 94104
Attn: John Briscoe/J. Cleve Livingston
Tel: (415) 402-2700
Facsimile: (415) 398-5630
Email: [email protected]
[email protected]
Old Republic Title Co.,
Commercial/Special Projects
555 12'h Street, Suite 2000
Oakland, CA 94607
Attn: Julie Massey, Branch Manager
Tel: (510) 272-1121
Facsimile: (51 0) 208-5045
Email: [email protected]
38

In this Section "business days" means days other than Saturdays, Sundays, and Federal, State and City legal holidays. Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section 10.

Receipt of communications by United States first class or registered mail shall be sufficiently evidenced by return receipt. Receipt of communication by facsimile or email shall be sufficiently evidenced by a machine generated confirmation of transmission without notation of error. In the case of illegible or otherwise unreadable facsimile transmissions, to the extent the sending Party is discernible, the receiving Party shall promptly notify the transmitting Party of any transmission problem and the transmitting Party shall promptly resend any affected pages.

11. GENERAL PROVISIONS.

11.1 Transmittal of Executed Documents by Email or
Facsimile. Scanned copies of executed originals that are transmitted by electronic mail in a pdf format or by facsimile shall be legal and binding and shall have the same force and effect as if an original signed document had been delivered, provided the transmittal results in written copies with confirmation of receipt or is followed by a hard copy deposited in first class U.S. Mail the same day as the email or facsimile is transmitted.

11.2 Conflict of Interests. No member, official or employee of the City shall make any decision relating to this Agreement which affects his or her personal interests or the interest of any corporation, partnership or association in which he is directly or indirectly interested.

11.3 Non-Liability of Officials. Employees and Agents.
11 .3.1 City Representatives. No council member, board member, manager, director, official, officer, employee or agent of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City for any amount which may become due to the Developer or Developer's successor or on any obligation under the terms of this Agreement. 11 .3.2 Developer Representatives. No member, manager, officer, director, board member, official, employee, shareholder, agent or affiliated attorney of the Developer or Developer's Project Manager shall be personally liable to the City, or any successor in interest, in the event of any default or breach by the Developer for any amount which may become due to the City or City's successor or on any obligation under the terms of this Agreement, including Developer's obligation to indemnify, defend, and hold City harmless as set forth in Section 11.25 below.

11.4 Legal Advice. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed Execution Copy 39

as to the fair meaning and not for or against any Party based upon any attribution of such Party as the sole source of the language in question. 11 .5 Tjme of the Essence. Time shall be of the essence as to all dates and times of performance.

11.6 Force Majeure. Performance by any Party of its obligations hereunder, including Close of Escrow, shall be excused during any period of "Permitted Delay." Permitted Delay shall mean delay beyond the reasonable control of the Party claiming the delay (specifically excluding a Party's financial inability to perform); including, but not limited to: (a) acts of God, including without limitation earthquakes, floods, fire, weather conditions that are abnormal for the period of time and could not have been reasonably anticipated, and other natural calamities, (b) civil commotion; (c) riots or terrorist acts; (d) strikes, picketing or other labor disputes; (e) shortages of materials or supplies; (f) the discovery of underground or other unknown conditions which delay any work; (g) damage to work in progress by reason of fire, floods or other casualties; (h) failure, delay or inability of the other Party to act; (i) moratoria or other delays caused by restrictions imposed or mandated by governmental entities, and (j) legal or administrative actions or inactions related to development of the Property, including but not limited to the Entitlements, environmental review of the Project, or any other third party actions or claims that prevent or delay Developer's conscientious efforts to secure its Entitlements, and otherwise satisfy Developer's Closing Conditions.

A Permitted Delay for any cause will be deemed granted if notice by the Party claiming such delay is sent to the other within ten (10) days from the commencement of the cause and such delay of time is not rejected in writing by the other Party within five (5) days after receipt of the notice. Times of performance under this Agreement may also be extended by written agreement of the City Manager and the Developer.

11.7 Attorneys' Fees. In the event that any Party hereto institutes an action or proceeding for a declaration of the rights of the Parties under this Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of, this Agreement or the transactions contemplated hereby, or in the event any Party is in default of its obligations pursuant thereto, whether or not a suit is filed or prosecuted to final judgment, the non-defaulting Party or prevailing Party shall be entitled to reasonable attorneys' fees, as determined by the court, and to any court costs incurred, in addition to any other damages or relief awarded .

11.8 Assignment.

11.8.1 City Consent. Developer may not assign this Agreement and its rights and obligations hereunder without first obtaining City's written approval of such assignment, with such approval not to be unreasonably withheld. Any approved transferee shall have all the benefits and obligations that Developer has under this Agreement. This Agreement shall be binding only upon and shall inure to the benefit of the successors and permitted assignees of the Parties to this Agreement.

Execution Copy 40

11.8.2 Assignment Criteria. City's approval of a proposed assignment shall be based upon the proposed assignee's reputation, experience, financial resources and access to credit, commitment to quality development, and capability to successfully carry out the development of the Residential Property to completion.

11.9 City Regulatory Authority. Developer acknowledges and understands that Developer may be required to seek approvals of the City with regard to the proposed use and development of the Residential Property, Park Property and BNSF Property acting in its regulatory capacity as the City in which the Residential Property, Park Property and BNSF Property are located. Nothing in this Agreement shall in any way limit the discretion of City in acting in that regulatory capacity, and no action or inaction by the City acting in that regulatory capacity shall be a breach or default under this Agreement.

11.10 No Partnership or Joint Venture.

11.10.1 The City's Relationship to Developer and Developer's Property Manager. City shall not, by virtue of this Agreement, or any action performed pursuant to this Agreement, in any way or for any reason be deemed to be or have become a partner or joint venturer of Developer or Developer's Property Manager in the conduct of its business or otherwise.

11.10.2 The Developer's Relationship to Developer's Project Manager. Developer's Project Manager is and at all times shall be deemed an independent third party contractor to Developer and shall not, by virtue of this Agreement, or any action performed pursuant to this Agreement, in any way or for any reason be deemed to be or have become a partner or joint venturer of Developer.

11.11 Provisions Not Merged with Deeds. None of the provisions of this Agreement are intended to or shall be merged by the Grant Deed(s) transferring title to the Residential Property that is the subject of this Agreement from the City to the Developer or any successor in interest and such Grant Deed(s) shall not be deemed to affect or impair the provisions and covenants of this Agreement.

11.12 Title of Parts and Sections. Any titles of Sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any part of its provision.

11.13 Insurance. The Developer shall cause to have in full force and effect during any period when the Developer is entering the Property pursuant to Section 3.4 and during the construction of the Project and Offsite Improvements pursuant to this Agreement all insurance policies as set forth in the attached Exhibit J.

11.14 Real Estate Commission. Neither Party shall be responsible to the other Party for any real estate commissions, brokerage fees, or finder's fees which may arise from this Agreement or otherwise be incurred by the other Party. Without limiting Execution Copy 41

the generality of the foregoing, the City shall not be responsible for any real estate commission, brokerage fees, or finder's fees incurred by the Developer arising in connection with the acquisition of the Residential Property or any portion thereof by the Developer and the Developer shall indemnify, defend, and hold harmless the City with respect to any liability related to such commission or fees. The provision of this Section shall survive termination of this Agreement.

11.15 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default by the other Party.

11.16 Waiver of Covenants. Conditions or Remedies. The express waiver by one Party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement.

11.17 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provision shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

11.18 Choice of LawNenue. This Agreement and each and every related document are to be governed by, and construed in accordance with, the laws of the State of California (the "Applicable Law"). The Parties agree that the venue for any actions or claims arising from this Agreement shall be Contra Costa County, California.

11.19 Recordation of Agreement/Filing of Notices. The Developer consents to recordation against the Residential Property of the Memorandum of Agreement (attached hereto as Exhibit E) in the records of the County Recorder of Contra Costa County against the Residential Property. The City shall file all applicable Notices of Exemption and/or Notices of Determination pursuant to CEQA no later than five (5) business days after each of the following events: (a) approval of this Agreement by the City and (b) approval of the Entitlements by the City.

11.20 Action by the Citv. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent, request, or other action by the City is required or permitted under this Agreement, such action may be given, made, or taken by the City Manager or by any person who shall have been designated in writing to the Developer by the City, without further approval by the City Council, and any such action shall be in writing. The City Manager may also, at his or her discretion, agree in writing to modification of the dates by which actions are to be completed or to waive any terms and conditions of this Agreement, to make non­ substantive amendments to this Agreement in furtherance of the goals and objectives of Execution Copy 42

this Agreement or to make reasonable modifications to the Agreement requested by lenders to, or investors for, the Project. The City Manager is authorized to execute on behalf of the City, any ancillary documents and to take any action necessary or desirable to effectuate the intent of this Agreement, including without limitation, the Memorandum, the Grant Deed, the Escrow Agreement, escrow instructions and consents to the filing of Project Applications.

11.21 No Third-Party Beneficiaries. No person or entity other than the City, the Developer, and their permitted successors and assigns shall have any right of action under this Agreement.

11.22 Inspection of Books and Records. Upon ten (10) days written notice to Developer, City and its agents have the right at all reasonable times to inspect and audit the books, records and all other documentation of Developer pertaining to its obligations under this Agreement. Neither City nor City's agents shall make copies of Developer's books, records, or other documentation without Developer's written consent, which consent shall not be unreasonably withheld. Developer shall retain such books, records and documentation for a period of five (5) years after their creation. The Parties acknowledge that, while this Section is intended to address City's interest in access to information that is needed for the purpose of assessing Developer's compliance with its obligations under this Agreement, Developer has a legitimate business interest in maintaining the private character of its business records.

Accordingly, City agrees to make a good faith effort to focus the scope of its inquiries and tailor the manner in which its inspections are conducted so as not to unnecessarily or unreasonably compromise the private character of Developer's business records.

11.23 Amendments. The Parties can amend this Agreement only by means of a writing signed by both Parties.

11.24 Operating Memoranda. The Parties acknowledge that the provisions of this Agreement require a close degree of cooperation, and that new information and future events may demonstrate that changes are appropriate with respect to the details of performance of the Parties under this Agreement. The Parties desire, therefore, to retain a certain degree of flexibility with respect to the details of performance for those items covered in general terms under this Agreement. If and when, from time to time during the term of this Agreement, the Parties find that refinements or adjustments regarding details of performance are necessary or appropriate, they may effectuate such refinements or adjustments through Operating Memoranda approved by the Parties which, after execution, shall be attached to this Agreement as addenda and become a part hereof (the "Operating Memoranda"). This Agreement describes some, but not all, of the circumstances in which the preparation and execution of Operating Memoranda may be appropriate. Operating Memoranda may be executed on the City's behalf by the City Manager. Operating Memoranda shall not require prior notice or hearing, and shall not constitute an amendment to this Agreement. Any significant modification to the terms of performance under this Agreement shall be processed as an amendment of this Agreement in accordance with Section 1 0.22, and must be approved by the City Council.

Execution Copy 43

11.25 Indemnity. Developer shall indemnify, defend and hold City harmless against all third party claims made against City in any legal action or proceeding, including administrative proceedings, arbitrations, and regulatory actions, which arises out of or in connection with: (a) the approval and implementation of this Agreement, including without limitation any third party claims involving a challenge to the approval of this Agreement or the Entitlements and the related environmental review under CEQA and the National Environmental Policy Act; (b) the ownership or occupancy of the Residential Property subsequent to Closing, including without limitation any third party claims related to the Developer's introduction of Hazardous Substances; and (c) the development of or construction on the Residential Property, Park Property or BNSF Property by Developer or Developer's contractors, subcontractors, agents, employees or tenants under this Agreement (collectively, the "Third Party Claims"). Developer's obligation to indemnify and hold City harmless shall apply to any liability, damages, losses, judgments, or costs incurred by City as a result of Third Party Claims; provided that Developer's indemnification and hold harmless obligations shall be exclusive of any actions brought by Developer or Developer's successors-in-interest and shall not extend to any claim caused solely by the City's failure to perform its obligations under this Agreement or caused solely by the City's or its officers', agents', contractors', or employees', negligence or willful misconduct.

Notwithstanding any other provision of this Section 11.25, however, in the event that a Third Party Claim against the City is resolved in a manner that allocates any portion of the liability therefore to City's negligence or willful misconduct, City shall be responsible for paying that portion of the Third Party Claim that is attributable to City's negligence or willful misconduct. In addition, the foregoing obligation of Developer to indemnify, defend, and hold City harmless shall not apply to any liability or claims of any kind that arise out of or in connection with the public use of the Offsite Improvements after the completion and acceptance thereof by the City.

The duty of Developer to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Developer shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by City, the City and its officers, agents, contractors, employees and volunteers, immediately upon tender to Developer of the Third Party Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Developer are responsible for the claim does not relieve Developer from its separate and distinct obligation to defend under this Section 11.25. The obligation to defend extends through final judgment, including exhaustion of any appeals.

The provisions of this Section 11 .25 shall survive the termination of this Agreement for whatever reason.

11.26 Identity and Authority. Each of the persons executing this Agreement on behalf of the Developer does hereby covenant and warrant: that the Developer is a duly authorized and existing Delaware limited liability company, in good standing and authorized to transact business in the State of California; that the Execution Copy 44

Developer shall remain In good standing; that the Developer has the full right, power and authority to enter into this Agreement and to carry out all actions on its part contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of the Developer and no consent, authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on the Developer's part contemplated by this Agreement, except as have been obtained and are in full force and effect; and that this Agreement constitutes the valid, binding and enforceable obligation of the Developer.

11.27 Counterparts. This Agreement may be executed In counterparts and multiple originals.

11.28 Exhibits. The following Exhibits are attached to this Agreement and incorporated herein by reference:

Exhibit A - Residential Property Description
Exhibit B- Terminal One Property Site Map
Exhibit C - Scope of Development
Exhibit D - BNSF Property
Exhibit E - Memorandum of Agreement
Exhibit F - Grant Deed
Exhibit G - Schedule of Closing Documents
Exhibit H - Schedule of Disclosure Documents
Exhibit I - Insurance Coverage Requirements
Exhibit J- MIG Report
Exhibit K - Phasing Plan
Exhibit L- Special Tax Allocation Procedures

11.29 Entire Understanding of the Parties. This Agreement, together with all Exhibits hereto, constitutes the entire understanding and agreement of the Parties hereto with respect of the subject matter hereof, and supersedes all prior understandings or agreements.

Execution Copy 45

IN WITNESS WHEREOF, the Parties have executed this Agree of the day and year first above written.

CITY:

CITY OF RICHMOND,
a municipal corporation and charter city
By:, ________ _
Name: -----------------Title: ________________ _
Execution Copy 46
DEVELOPER.

TERMI~ ZoNE DEVELOPMENT LLC,
a Del ~are limited liability company
By: ______________ _
Name: -----------------Title: ________ _

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the day and year first above written.

CITY:

CITY OF RICHMOND,
a municipal corporation and charter city
sy: _L~~;:::~u~~
Name : _-.1...4.-a.~~"--+-t-..ta.C;.~
Title: __ ......<..-.!....:....><T-"'::....c_---
TO FORM:

ATTEST: .. d~
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C1ty Clerk
Execution Copy 46
DEVELOPER:

TERMINAL ONE DEVELOPMENT LLC,
a Delaware limited liability company
By:

Name: Zhengwu Wu
Title: Managing Member
By: ______ ----::1""':::::....._-
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Name:
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Title: _ __ ___,.,c--- ---

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EXHIBIT A
Terminal One
Land Disposition Agreement
legal Description of Residential Property
The land referred to Is situated In the County of Contra Costa, Oty of Richmond, State of california, and Is described as follows:

PARCEL ONE:

A portion of Tideland Lots 26·1/2 and 27, Section 23, a portion of Tideland Lots 6, 7 and 8, Section 26, Township 1 North, Range 5 West, Mount Diablo Base and Meridian, as shown on the Map entitled "Map No. 1 of Salt Marsh and Tidelands", flied June 11, 1917, In Book Map No. 9, In the office of the Recorder of Contra Costa County and a portion of Parcel No. 1 of the tide and submerged lands oonveyed to the Oty of Richmond by the state of callfomla, by Assembly Bill No. 2354, Chapter 1336, approved by the Governor June 29, 1959, filed with the Secretary of State July 1, 1959, desCribed as follows:

Commencing at San Pablo Rancho Exterior Boundary Stake No. 347,·as shown on the Map entitled "Map of the San Pablo Rancho, accompanying and forming a part of the Anal Report of the Referees In Partition, .. filed March 1, 1894, at No. Map Rack, In the office of the Recorder of Contra Costa County, California; thence South 61° 12' 30 11 East, 31.15 feet to a point on the
East line of Doman DriVe (60 feet wide) the center line of which Is described a Parcel No. 2 In the Deed from the Atchison, Topeka and Santa Fe Railway Company to the aty of Richmond, filed February 26, 1920, In Volume 355 of Deeds, at Page 256, In the office of the Recorder of Contra Costa County, california; thence South 80° 35' 20" East, 20.00 feet to a point of cusp on a tangent curve concave to the Southeast and having a radius of 20.00 feet, said point being the true point of beginning; South 80° 35' 20" East, 38.83 feet to a point on a tangent curve concave to the North and having a radius of 415.00 feet; thence Easterly 105.24 feet along said 415.00 foot radius curve, through a central angle of 14° 32'; thence North 84° 52' 40" East,

74.52 feet to a point on the exterior boundary of the San Pablo Rancho, as shown on said Map of the San Pablo Rancho, said point being South 46° 25' 00" East, 64.93 feet along said exterior boundary from Exterior Boundary Stake No. 348, said point also being on the North line of the parcel of land described in the Deed from The Atchison, Topeka and Santa Fe Railway Company to the Oty of Richmond, flied February 26, 1920, In Volume 359 of Deeds, at Page 270, in the office of the Reoorder of Contra Costa County, State of california, said point also being on the Southwest line of the parcel of land desoibed in the Grant of Easement from The Atchison, Topeka and Santa Fe Railway Company to the aty of Richmond, flied January 13, 1970, in Volume 6043 of Offidal Records, at Page 198, In the office of the Recorder of Contra Costa County, california; thence South 46° 25' 00" East, 20.63 feet along said exterior boundary of the San Pablo Rancho, also being the North line of said Parcel (359 D 270) and the SOuthwest line of said easement (6043 OR 198), to Exterior Boundary Stake No. 349 of said San Pablo Rancho; thence North 83° 10' 43" East, 256.68 feet along said exterior boundary of the San Pablo Rancho, also being the North line of said Parcel (359 D 270) and the South line of said easement (6043 OR 198), to Exterior Boundary Stake No. 350 of said San Pablo Rancho; thence North 67° 53' 22" East, 27.01 feet along said exterior boundary of the San Pablo Rancho, also being the North line of said Parcel {359 D 27) and the South line of said easement (6043 OR 198); thence North 84° 52' 40
11 East, 44.54 feet to a point on a tangent curve ooncave to the North and having a radius of 623.69 feet; thence Easterly 34.27 feet along said 623.69 foot radius curve, through a central angle of 3° 08' 54
11 to the East line of said Santa Fe Parcel (359

D 270); thence Easterly 117.63 feet continuing along said 623 .• 69 foot radius curve, through a central angle of 10° 47' 48" to the most Western corner of the parcel of land described In the Deed from Parr-Richmond Terminal Company to the Oty of Richmond, filed August 23, 1967, In Volume 5438 of Offldal Records at Page 58 In the office of the Recorder of Contra Costa County, California; thence Northeasterly 187.02 feet continuing along said 623.69 foot radius curve, also being the South line of said parcel (5438 OR 58), through a central angle of 17° 10' 50", to the Southeast comer of said Parcel (5438 OR 58), said comer being on the West line of the parcel of land deso1bed In the Agreement from Rlchroond Belt Railway to the Oty of Richmond, flied November 30, 1917, in Volume 310 of Deeds, at Page 45, In the office of the Recorder of Contra Costa County, California; thence Northeasterly 155.40 feet continuing along said 623.69 foot radius curve, through a central angle of 14° 16' 35"; thenoo North 39° 28' 33" East, 1.73 feet to a point on the east line of said Belt Railway Parcel (310 o 45); thence South 67° 11' 18" East, 14.97 feet along the East line of said parcel (310 0 45) to a point on a non­ tangent curve concave to the East and having a radius of 409.28 feet; thence Southerly 185.73 feet along said 409.28 foot radius rurve, also being the East line of said Parcel (310 D 45); thence South 3° 18' East, 111.44 feet along said East line of said Parcel (310 D 45) to a point on a tangent curve concave to the West and having a radius of 509.28 feet; thence Southerly

92.17 feet along said 509.28 foot radius rurve, also being said East line of said parcel (310 D 45), to the Southeast comer of said parcel; thence North 89° 40' 20" West, 37.98 feet along the South line of said parcel (310 D 45) to a point on a non-tangent curve concave to the Northwest and having a radius of 453 feet, a radial line of said curve from said point bears North 81° 39' 17" West; thence SOuthwesterly 487.28 feet along said 453 foot radius OJrve, through a central angle of 61 o 37' 55", to a point on a non-tangent line, a radial line of said curve from said point bears North 20° 01' 22" West; thence South 00 13' 40" West, 223.21 feet to the SOuth line of Lot 6, section 26, Township 1 North, Range 5 West, Mount Diablo Base and Meridian, as shown on the Map entitled ·"Map No. 1 of Salt Marsh and Tidelands," dated July, 1872; thence North 61° 48' 20" West, 56.61 feet atong said South line of Lot 6 to the Southwest corner of said Lot 6, said comer atso being the Southeast comer of Lot 7 of said Section 26, and also being the SOUthwest comer of said Santa Fe Parcel (359 D 270); thence North 61 o 48' 20" West, 100 feet, more or less along the South line of said Lot 7, also being the South line of said Santa Fe Paroef {359 D 270), to a point on the l:Jnlted states Bulkhead Une, as shown on the drawing en1!ftled "Harbor Unes for San Frandsoo Bay, California, Vldnity of Richmond," Sheet No.3 of 10 sl:leets, dated September 231 1963, prepared by the u.s. Army Engineer District, San Frandsm, COrps of Engineers; thence North 80° OS' 04" West, 670 feet, more or less, along said Bulkhead Llne, to a point on the SOUtherly extension of the West line of Doman Drive (60 feet wide), the center line of which Is desaibed In said Santa Fe Deed (355 D 256); thence North go 16' 30' East, 243.18 feet along said West line of Doman Drive and Its Southerly extension; thence South 80° 43' 30" East, 60.00 feet to the East line of said Doman Drive; thence North 9° 16' 30" East, 293.79 feet along said East line of Doman Drive, to a point on a tangent curve concave to the SOutheast and having a radius of 20.00 feet; thence Northeasterly 31.42 feet along said 20.00 foot radius rurve to the point of beginning.

EXCEPTING THEREFROM:
1) That portion thereof described In the Deed to Brickyard OJve Hart:lors, Inc., recorded January 17, 1974 In Book 7136 OR 171.
2) That portion thereof lying within the parcel Of land described as Parcel One in the Deed to Cove Investments, recorded February 29, 19841n Book 11673-0R <W7.

APN: 560·420·007; and
560-420-010
PARCEL TWO:

All that portion of Lot 26 1/2, Section 23, Township 1 North, Range 5 West, Mount Diablo Base and Meridian, as shown on the Map entitled "Map No. 1 of Salt Marsh and 11delands, 1872," filed June 11, 1917, bounded Westerly by the Easterly line of Garrard Boulevard as said boulevard was described as Parcel Two In the Deed to City of Richmond, recorded February 26, 1920, Book 355 of Deeds, Page 256; bounded Southerly by the Northerly line of the parcel of land described In the Deed to the General Pension Fund of the City of Richmond, acting through Its Pension Board, recorded July 5, 1977, Book 8404, Page 199, Official Records; and bounded Northerly by the Northerly and Northeasterly lines of said Lot 26 1/2, which portion Is described as follows:

Beginning at the Intersection of the Northerly line of said Lot 26 1/2 with the Easterly line of the aforementioned Garrard Boulevard; said point being a point on the exterior boundary line of the San Pablo Rancho as said Rancho Is shown on the Map accompanying and forming a part of the Final Report of the Referees In Partition, filed March 1, 1894, Contra Costa County Records; thence from said point of beginning, along the exterior boundary of said Rancho, North 84° East, 3.32 chains, more or less, to Station 348 In said exterior boundary; thence continuing along said exterior boundary; thence continuing along said exterior boundary, South 46° 30' East, 64.93 feet to an angle point In the Northerly line of said parcel granted to the General Pension Fund of the City of Richmond {8404 OR 199); thence Southwesterly and Westerly, along the Northerly line of said last mentioned parcel, South 84° 52' 40" West, 74.52 feet; thence continuing along said last-mentioned boundary line the following three (3) courses; (1) Westerly along the arc of a curve to the right having a radius of 415.00 feet an arc distance of 105.27 feet; thence (2) North 80° 35' 20" West, 38.13 feet; and thence (3) Southwesterly along the arc of a tangent curve to the left with a radius of 20.00 feet, an arc distance 9f 31.42 feet to the aforementioned Easterly line of Garrard Boulevard (355 OR 256); thence Northerly along said Easterly line, North go 16' 30" East to the point of beginning.

APN: 560-420-006

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EXHIBIT C
Terminal One
Land Disposition Agreement

SCOPE OF DEVELOPMENT
Vision for the Terminal One Project:

Terminal One Development LLC (the "Developer") will build a high quality residential community consisting of a mix oftlats, townhomcs and single family homes in several separate buildings (the "Project"). The Project will include a maximum number of units to be determined based on community consultation and as approved by the City. The design of the Project will maximize green space and will incorporate a pasco in the center of the property to enhance the pedestrian experience both for residents and for the public.

Striking views of the Bay will be an important component featured in the design of the units. Units will "step up" from low-rise, single family residential closest to the water to townhomes and then mid-rise flats on the inland portion of the property. This design capitalizes on the maximum view potential for all residents.

Stakeholders and Sensitivities:

The Developer has solicited input from a variety of stakeholders and will attempt to achieve the goals expressed by the community, including:
• Minimize the impact of the Project on views enjoyed by neighboring communities. The Project's tallest buildings are situated closest to the open space bluff on the Northeast side of the property, thus taking advantage of the natural change in elevation to blend in with view corridors.
• Cooperate with Trails for Richmond Action Committee (TRAC) to extend the Bay Trail through the property.
• Help to achieve the ~ity of Richmond's housing goals. • Create a design complementary to both existing development and the natural environment.
4832-3173-8652v.2

• Enhance property values in the immediate urea.
• Improve and enhance the City-owned public pier for the enjoyment of the citizens of Richmond and visitors from around the Buy Area and beyond. • Increase the property tux base for the benctit of the City of Richmond. • Enhance landscaping. Particular attention will be paid to landscaping within the Project, project open spaces, the pasco and the Bay Trail.

Minimum Project Expectations:

The Developer will develop a high-quality residential community at the Project comprised of the following features:

Land Use:

Unit Size:

Parking:

Open Space:

Infrastructure:

For-sale flats, townhomcs and single family homes.

Units will range in size from approximately 900-3,500 square feet.

Parking will meet the City of Richmond parking requirements.

The Developer will provide ample open space throughout the community, including a pasco open to the public.

The Developer will install on-site and limited off-site infrastructure, extensions and/or connections to existing infrastructure, or provide new on-site facilities to serve the Project.
• Brickyard Cove Road: The Developer will construct surface improvements to Brickyard Cove Road from Doman Drive to the Terminal One community, retaining two lanes without a median, and the improvements will be dedicated to the City. • Sewer and Water: The Project will rely on existing and available sewer and water capacity.

Local Ordinances: The Developer will comply with all local ordinances relating to a project of the scope of the Terminal One Project. In conjunction with its consultants, the Developer will document its efforts to comply with local ordinances.
4832-3173-8652v.2

EXHIBIT D
Terminal One
, Land Disposit ion Agreement
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EXHIBIT E
Terminal One
Land Disposition Agreement
Form Memorandum of Agreement

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Richmond
Office of the City Attorney
450 Civic Center Plaza
Richmond, CA 94804
No fee for recording pursuant
to Government Code Section 27380.
(Space Above This Line For Recorder's Use)

MEMORANDUM OF LAND DISPOSITION AGREEMENT
THIS MEMORANDUM OF LAND DISPOSITION AGREEMENT is made as of _______ , 2014, by and among the City of Richmond, a municipal corporation and charter city (the "City") and Terminal One Development LLC, a Delaware limited liability company (the "Developer"). This Memorandum of Land Disposition Agreement (the "Memorandum") confirms that the City and the Developer entered into that certain Land Disposition Agreement, dated as of _, 2014, (the "LDA"). The LDA sets forth certain rights and obligations of the City and the Developer with respect to the conveyance, development, operation, and maintenance of and the transfer of ownership interests in that certain real property located in Richmond, California and commonly known as the Terminal One Property, as more particularly described in the attached Exhibit A.

The City and the Developer agree that the LDA will no longer be effective upon the City's issuance of a certificate of occupancy for the last residential unit in the Project (as defined in the LDA), and agree to cooperate and sign any necessary documents to remove this Memorandum from title at such time.
4841-3311-8236v.1

IN WITNESS WHEREOF, City and Developer have executed this Memorandum effective as of the day and year first above written.

CITY:

CITY OF RICHMOND,
a municipal corporation and charter city
By: ________ _
Name: _______ _
Title:. ________ _
APPROVED AS TO FORM:

City Attorney's Office
Bruce Reed Goodmiller
ATIEST:

City Clerk
4841-3311-8236v.1
DEVELOPER:

TERMINAL ONE DEVELOPMENT LLC,
a Delaware limited liability company
By:. ________ _
Name: ________ _
Title: ---------
By: ____ ____ _
Name: ·---------Title:. _ _______ _

STATE OF CALIFORNIA )
)ss

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

WITNESS my hand and official seal.

STATE OF CALIFORNIA )
)ss

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

WITNESS my hand and official seal.
4841-3311-8236v.1

4841~3311-8236v.1

EXIIIBIT F
Terminal One
Land l>isposition Agreement
Form of Grant Deed

RECORDING REQUESTED BY AND
WI-lEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:

Attention: ---------
The undersigned grantor declares:

Documentary Transfer Tax not shown
pursuant to Section 11932 of the
California Revenue and Taxation Code
City of __________ _
Grant Deed
IAboyc Spncc for Rccnrdcr's Usc Onlyl
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, ("Grantor"), hereby GRANTS and
CONVEYS to ("Grantee"), the following described real
property located in the City of , County of ______ _J
State of California:

See Exhibit A attached hereto and incorporated herein by this reference.

DATED: ______ , 20_ GRANTOR:
[This is a form to be executed upon closing]
[Notary and Legal Description to be attached]
4814-3041-3596v.l

EXHIBITG
Terminal One
Land Disposition Agreement
Schedule of Closing Documents

1. City's Documents:
(a) A duly executed and notarized Grant Deed;
(b) A duly executed Foreign Investment in Real Property Tax Act ("FIRPTA") certification in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, certifying that City is not a "foreign person" or otherwise subject to federal tax withholding in connection with this transaction; (c) Evidence reasonably satisfactory to Developer and Escrow Holder that City is exempt from the provisions of Section 18662 of the California Revenue and Taxation Code and that neither Developer nor Escrow Holder is required to withhold any amounts from the Purchase Price pursuant thereto or acknowledgment that such withholding shall be made;
(d) A Transfer Tax Letter requesting the documentary transfer tax not be recorded with the Grant Deed pursuant to Revenue and Tax Code section 11932; (e) An Owner's Affidavit as to items or facts within City's control, in a form typically required by the Title Company and sufficient to allow the Title Company to insure City's title to the Residential Property at Closing free and clear of mechanic's liens and rights of parties in possession;
(f) A duly executed General Assignment in favor of Developer assigning and transferring all of City's right, title, claim, and interest in and to the Residential Property; and
(g) Such other documents or instruments as may be required by other provisions of the Agreement or reasonably requested by Developer or Escrow Holder to effectuate the Closing.
4817-4970-4988v.l

2. Developer's Documents:
(n) A copy of the resolution of Developer nuthorizing nnd npproving the Agreement nnd the trunsnetions contemplated herein nnd the execution of the Agreement nnd the Closing Documents;
(b) Such other documents or instmments us mny be required by other provisions of the Agreement or reasonably requested by 'ity or Escrow lloldcr to effectuate the Closing.
4817 -4970-4988v .I

EXHIBIT H
Terminal One
Land Disposition Agreement
Schedule of Disclosure Documents
Within five (5) days following the Effective Date of the Agreement, City shall deliver to Developer copies of all agreements, leases, licenses, records and other documents which to the best of City's knowledge constitute all non-privileged material documents in City's possession or control relating to the ownership, condition, development, and operation of the Property and the rights included with or related to the Property and which City and Developer agree are relevant in the context of this Agreement, including in particular those documents listed below the receipt of which by Developer shall commence the Due Diligence Period.

1. Point Richmond Shores Draft Project Description, Morrison & Forester, LLP, February 26, 2004;

2. A.L.T.A. survey of Property, date unknown;

3. Preliminary Title Report- Third Update, Chicago Title Company, January 27, 2004;

4. Point Richmond Shores Project Will Serve Letters relative to:
(a) Sewer and Storm Drain Capacity,
(b) SBC,
(c) East Bay Municipal Utility District,
(d) Pacific Gas and Electric Company, and
(e) Com cast;

5. Potential Biological Constraints on the Terminal One Site, Sycamore Associates LLC, January 16,2004;

6. Revised Draft Remedial Action Plan, Terminal One Site, Geomatrix, May 2004;and

7. Geotechnical Exploration- Terminal One- Point Richmond, California, Engeo Incorporated, April 15, 2004.
4844-0194-6908v.2

EXHIBIT I
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
In all Instances where a CONTRACTOR or Its rcpre entat lvcs will be conducting bu lness and/or providing servi ces, the City requires the following MINIMUM Insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, Insurance against claims for Injuries to persons or damages to property which may arise from or In connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, Its agents, representatives, employee s or subcontractors . Maintenance of proper Insurance coverage Is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that In the event of loss due to any of the perils for whl h It has agreed to provide Commer cial General Liability Insurance, CONTRACTOR shall look solely to Its Insurance for recovery. CONTRACTOR hereby grant s to CITY, on behalf of any Insurer providing Commercial General Liability Insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such Insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such Insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional Insured for general liability, as well as a waiver of subrogation for Workers' Compensation Insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these Insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage Is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) Including coverage for bodily and personal Injury, property damage, and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or Its equivalent) with primary and non-contributory language.

4. Workers' Compensation Insurance as required by the State of California Including Employer's Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers' Compensation and Builder's Risk/ Course of Construction Insurance.

6. Builder's Risk/Course of Construction Insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial Interest in the property. - (Only required for Construction Contracts involving property)

7. Contractor's Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California Including $1 million Employers' Liability Employers' Liability per accident, per employee for bodily Injury or disease.

If CONTRACTOR is self-Insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If CONTRACTOR Is a sole proprietor (has no employees) then CONTRACTOR must sign "Contractor Release of Liability" found at:
b.UR.;ll~w.g,c.i,b.mga([,Sdf,r.alia([u.,il.i.rl;r.Zai([=ii.Z · General Liability PROJECT COST I REQUIRED liMIT
$0-$5 million I $2 million p/o
Type 1- Page 1 of4
Revised: September 2011

EXHIBIT I
City of Richmond- Insurance Requirements - Type 1:

Consultants and Contractors
(primary and excess limit s
combined)
Automobile Liability
Builders' Risk/Course of
Construct ion - Covers property
under construction, repair or
renovation as well as equipment
and materials to be Installed.
(Only required for Construction
Projects Involving property and
equipment installation.)
Contractor's Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractor's
covered operations such as:

HVAC, paving, carpentry, pipeline
& tank Installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.

Required Policy Conditions
A. M. Best Rating
Additional Insured Endorsement
Additional Insured Endorsement
(continued)
Revised: September 2011
--·--~$~5~m~l~lll~o 7n ~-~$~10~m~ll~llo~n~----I --------~$~S~m~lll~lo~n~p~/7o _ Over $10 million $10 million p/o
Fireworks $5 million p/o
Includes coverage for bodily Injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property) .

If the policy Includes a general aggregate, either the general aggregate shall apply separately to this proje ct, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Polley shall be endorsed to name the City of Richmond as an additional Insured per the conditions detailed below.
$1,000,000 per occurrence for bodily Injury and property damage.

Coverage shall Include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not Involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond's site.

The City of Richmond shall be named as loss payee as Its Interest may aooear. The insurer shall waive all riohts of subrooation against City.

Same limits as General Liability.

A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) Is also required.

SAMPLE Endorsements can be found at
htto;llwww.ci.clchmond.ca.uslinclex.asox?nld-61
Type 1- Page 2 of4

EXHIBIT I
City of Richmond- Insurance Requ irements- Type 1:

Consultants and Contractors
Primary and Noncontributory CONTRACTOR's Insurance coverage must be primary coverage as It perta ins to t he City, Its officers, officials, employees, agents and volunteers. Any Insurance or self Insurance maintained by the City Is wholly separate from the Insurance of CONTRACTOR and In no way relieves CONTRACTOR from Its responsibility to provide Insurance.

Waiver of Subrogation CONTRACTOR's Insurer will provide a Waiver of Subrogation In favor of the Endorsement Form City for Workers Compensation and Builder's Risk/ Course of Construction coverage during the life of this contract.

SAMPLE Endorsements can be found at
b.Uil.i 1..1..1!1llt1llt1l,g. tXhmaa(l.,a,u.i.l..l.ad.u..l:i.llK.Zalll.- il.Z Deductlbles and Self-Insured Any deductible or self-Insured retention must be declared to and approved Retentions by the City . At the option of the City either the Insurer shall reduce or eliminate such deductlbles or self-Insured retention as respects the City or the CONTRACTOR shall procure a financial guarant ee In an amount equal to the deductible or self-Insured retention guarant eeing payment of losses and related Investigations, claims admin istrat ion and defense expenses.

CONTRACTOR Is responsible for satisfaction of the deductible and/ or self- Insured retention for each loss.

Loss Payable Endorsement (only Applicable to Builder's Risk/Course of Construction naming the City of required when Builder's Risk Richmond as Loss Payee.
and/or Course of Construction
Insurance Is required.)
SURETY BONDS CONTRACTOR shall provide :
(If a Public Works/Engineering 1. A Bid bond
Project) 2. A Performance Bond

3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Polley Is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those Insured In the underlying policies.

Claims-Made Policies
If any Insurance policy Is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of Insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage Is canceled or non­ renewed, and not replaced with another claims-made policy form with a retroac tive date prior to the contract effective date, the CONTRATCOR must purchase an extended period coverage for a minimum of five (5) years after completion of contract work .

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furn ish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to It from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the Indemnity provisions of this contract . Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before wqck may beql.a. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Type 1 - Page 3 of 4
Revised: September 2011

EXHIBIT I
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Original Insurance certificates and required policy endorsements shall be mailed, or delivered to tho Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, CONTRACTOR must mall the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required Insurance for the life of the contract. Should the CONTRACTOR cease to have Insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until Insurance acceptable to the City Is provided. In the event that CONTRACTOR falls to comply with the City's Insurance requirements, the City may take such action as It deems necessary to protect the City's Interests. Such action may Include but Is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies Initially approved by the City, CONTRACTOR must provide updated certificates and endorsements Indicating that the required coverage, terms and conditions are still In place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies Including breaches of warranties shall not affect coverage provided to the City, Its officers, officials, employees or volunteers.

Consistent with Public Polley
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

Type 1- Page 4 of4
Revised: September 2011

EXHIBIT J
Terminal One
Land Disposition Asreement
· MIG Report
~~----- -----~~

MIG Team
D.lllicl Ia olnno, /1rinripa/,in- lJtllr,r. Jl!J. D., FAICN liS LA Ant:hi Mei, Projrtt Mmurgrr
Viltm nr Sood , Plmmrr
Hotson Bakker Boniface Haden
Norm !Ior son, Principtzi
City of Richmond
Bill Lindsay, City Manager
Richard Mitchell, Planning Director
Sreve Duran , Community & Economic Development Agency Director Alan Duran, Redevelopment Director
Cheryl Gilmer , Administrative Secretary
Richmond City Council
Gayle McLaughlin, Mayor
Nathaniel Bares, Vice Mayor
Maria Viramontes
Tom Burr
Ludmyrna Lopez
John E. Marquez
Jim Rogers
Harpreet Sandhu
Tony K.Thurmond
Special Thanks To:

Beverly Galloway and the other members of the Coalition of Concerned Citizens of Point Richmond Jonathan Livingston
Ben Helber, Rick Nelson, PJ Stambuagh, and Brett Foley of Toll Brothers, Inc.

Trails for Richmond Action Committee (TRAC)

TABLE OF CONTENTS
Point Richmond Shores
Design Principles Report

TABLE OF CONTENTS
1 : INTRODUCTION
Background
Project Objective s
Site Context
Site Analysis
2 : COMMUNITY DESIGN OBJECTIVES
Purpose
Development Character
Building Design
Access and Circulation
Views
Summary Table
3 : SITE LAYOUT AND DESIGN CONCEPTS
Purpose
Multiple Product Type
Terraced Building Massing
"Fingers" Building Configuration
Rear and Side Access for Automobiles
Increased Useable Waterfront Area
Potential for Stronger Park Connection
4 : CIRCULATION AND ROAD DESIGN CONCEPTS
Purpose
Conceptual Diagrams
5 : ADDITIONAL DESIGN ELEMENTS
Terminal One Building
San Francisco Bay Trail
Richmond Yacht Club
6 : NEXT STEPS

APPENDIX
Site Observations by Norm Hotson

IN RODUCTION
Workshop #2: Community Design Charrettt
Community member sharing charrettt
outcomes
Community members work together in the
interactive dt:sign charrette
6 A. Background and History
'I he Poiru Richmond Shores ommu ­
nity Design Workshops gathered and
engaged the community on the issues
and opportunitie s rc:lated w the rede­
vc:lopment of a 14 a re bayfront site
(commonly known as Termin al One)
on Dornan Drive at Brickyard Cove
Road in Point Richmond. lluough
a series of duee publ ic workshops,
stakeholders created design objec­
tives for the site and explored feasible
design option s that resulted in the
articulation of design guidelines in
this summary report.

B. Planning Process
'I hrce workshop s were held to en­
gage the community in planning for
rhe sire. lhe fi rsr workshop held on
December I Gth, 2006, reviewed and
discussed the project issues, design
objectives and opportunitie s of the
proposed sire development. 'l11e feed­
back generated at this meeting created
the Community Design Objectives.
llte Objecrives related to the four
topics of Development Character,
Building Design, Access and Circula­
tion and Views.
1l1e second workshop held on
Saturday, January 27, 2007 was an
interactive charene with community
members to explore various site plan
options that best represent the Com ­
munity Design Objectives. Partici­
pants were divided into three small
groups for a site planning and design
exercise. Following the small group
exercise, everyone reconvened into
a large group to identify and discuss
common themes.

The third workshop held on February
24, 2007 summarized the outcomes
of the small group design process
from the second workshop and identi­
fied the common Community Design
Concepts that resulted from a com­
parative analysis of the results of the
small group design exercises.

Point Richmond Shores Design Pnncip/9s Report

C. Site Context
"I he project area is located in the Point
Richmond neighborhood of the C ity
of Richmond, Contra Costa County.

Located on the San Francisco Bay on
the southern shoreline of Richmond,
the site has stunning views of San
Francisco and the East Bay waterfront.
' l11c project site is bound ed on the cast
by the Richmond Yacht C lub, on the
south by the San Francisco Bay, and
on the west and north by the Miller­
Knox Regional Shoreline Park.

As Richmond continues to grow and
develop, its shoreline and waterfront
areas will continue to change. "lhc
Port of Oakland, Rosie the Riveter
World War II Home Front National
Historical Park, and future redevel­
opment of the Ford Peninsula all set
strong examples for innovative think ­
ing in connecting design and develop ­
ment on Richmond's waterfront.

View of project site .from Seacliff Drive
Point Richmond Shores Design Principles Report
lhe Miller-Knox Regional Shoreline
Park and the San Fran isco Bay "I rail
onne tion s to the west ami north
of the site set a strong precedent for
natural and re rcation al connections in
the future development.
"lhe project is located within a rich
social and historic context. Historic

INTRODUCTION
Point Richmond is located nearby View of project site from the water on Dornan Drive. Point Richmond's
unique charatcter, historic building
f:tbric, and mixed-use developments
arc assets that form the local context
of the project. Adjacent to the site
in Miller -Knox Park, the large Ferry
Point structure also serves as a dramat -
ic mark on the cultural landscape.
7

INTRODUCTION
8 D. Site Characteristic
'I he project sire w.1s once parr of 1 he
San Fran isco Bay and larcr filled
in. Subsequently, the site served as a
Port of Richmond terminal for over
70 years. ' l11e primary induM ri a lu~c:
of the: site: was the: storage: of liquid
products such as petroleum and
vegetable oils. ·n,e site ceased being
used as an active port terminal in the
early 1990s. A 94,000 square foot
warehouse that is partially constructed
over the water and its pier are the
largest structural remains. In addi ­
tion, several railroad track s remain in
the ground. Site: elevation decreases
gradually by eight feet from north to
south.

All above ground tanks associated
with the terminal opc:r. 1tion~ on­
ducrc:d on the: property have been
removed, and all underground storage
ranks known to exist on the property
have been removed. Extensive soil and
groundwater remediation has been
completed on rhe project sire. 'l11e
City has undertaken an in-situ ther­
mal treatment (hearing the soil) for
volatile organic compounds associated
with contamination due to solvents,
soil excavation and disposal of certain
petroleum impacted soils, a vapor
control system, and a soil manage­
ment plan have all been completed.
'l11ere is a capped contamination zone
that will have slurry walls under ­
ground to contain residual substances.

No building will be allowed on the
contamination zone.

Point Richmond Shores Des1gn Pnnciples Report

Point Richmond Shores Design Principles Report
7h~ community planning process b ~gtm
with the formulation ofCommunity
/Jesign Obj~cti11es. lhese Objecti11es
will help guide future de11elopment on
th~ sit~. The prinriples foil into Jour
primary categories:
• De11elopment Character
• Building Design
• Access and Circulation
• Views
The Design Principles Report is a
broad conceptual document. It does
not identifY specific design standards.

Howe11er, the principles convey the
City's desire for well-planned, quality
de11elopment that enhances the entire
community. As site designs de11elop,
these principles will emure that the
community needs and goals are met.
11

COMMUNITY DESIG~N~-----------­

OBJECTIVES
.~iwsalito
Brickyard Cove residmces
Coastal context
12 DEVELOPMENT

CHARACTER
DC1:

World Class Waterfront Design
'l11e Poim Ri hmond Shores devel­
opment should follow the design
precedents of high-quality waterfront
devclopmems both locally and glob­
ally. Some possible successful water·
front design precedents include but
arc not limited to: Tiburon, Oakland
waterfront, San Francisco waterfront,
Marina Green, Marina District , the
Italian coast, and Vancouver, British
Columbia.

DC2:

Contextual Design
1l1is project should conne ct people to
nature. As such, development char­
acter should respond to local cultural
history and natural environment
celebrated by the community. The ori­
entation of the existing neighborhood
is toward the water and residents
would like development character to
reflect the qualities of a "maritime
village". Nearby residents in Point
Richmond north of the Dornan
Drive tunnel also urge the develop­
ment character to respect the historic
nature of the site and to draw upon
the historically-sensitive developments
in Point Richmond. At present, there
is community concern about the
incompatibility of the "resort-feel" in
the proposed design.

DC3:

Material and Community
Compatibility
1l1c bu ilding skin and Jmrcrial palcrrc
of the development should be chosen
to blend with existing neighborhood
materials anJ the site's surrounding
natural features.

Point Rrchmond Shores Design Principles Report

BUILDING DESIGN
BD1 : Building Mass and
Articulation
l11c massing of new hou sing should
be designed to reate a people -scaled,
fine-grain developmerll Lhal fits imo
the existing neighborhood . Major at­
tention should be focused on creating
soft building edges through a terraced
building design that appeals to local
neighbors and visitors.

BD2:

Size and Scale
'fl1e proposed development should be
of a size and scale that is both eco­
nomi cally feasible yet contextual for
the neighborhood. Building heights
and development density should be
of an appropriate scale for the lo-
cal community. Building heights are
particularly important and should be
minimzed along the prominent public
edges of the development, i.e., Ferry
Point Way.

Point Richmond Shores Des1gn Principles Report
BD3:

Building Configuration
Should the c:xisting Brickyard Cove:

Road bc:w me d osed off lO duuugh
Lraffic, the propo sed development
should be sited as far north against
the hillside while still allowing for fire
access.

BD4:

Sufficient Building Setbacks
Buildings should be sufficiently set
back from Ferry Point Way and
moved as f.1r north as possible.

COMMUNITY DESIGN

OBJECTIVES
4-Siofy 5-51111'/
1-/uman-sca/e De11elopment
Large Grain Fine Grain
Sufficient Setbacks
13

COMMUNITY DESIGN

OBJECTIVES
KtlJtlkers la11nching at Miller Knox Park
Mllltiple Park Connections
Mt~ltiple Park Connections
14 ACCESS AND

CIRCULATION
AC1:

Water Connections
Point Richmond Shores has world­
class views of rhe San Francisco Bay.

The proposed development should
be oriented ro rhe water and provide
public access ro water recreation op­
portunities.

AC2:

Park Connections
The proposed development should
maximize connections ro rhe great
amount of parkland rhar surrounds
nearly rwo sides of rhe sire. Specifical­
ly, rhe proposed development should
provide access ro trails on the hill
north of rhe sire and maximize public
space near rhe waterfront.

AC3:

Ferry Point Way Road Design
l11e surrounding community pre­
fers a median -divided southern road
along rhe waterfront while minimiz­
ing driveways entering rhe housin g
development from rhe southern ring
road. Waterfront park should have 2
- 4 handicapped parking spaces wirh
20-25 roral parking spaces ar mosr.
(Refer ro Section 4 for more derailed
information regarding design guide­
lines for Ferry Point Way.)
AC4:

Brickyard Cove Road Design
The future development should con­
sider rhe option of closing Brickyard
Cove Road ro through traffic and uti­
lizing Ferry Point Way as rhe primary
road. Brickyard Cove Road can re­
main accessible for private residential
parking, emergency vehicles, bicyclists
and hikers. (Refer ro Section 4 for
more derailed information regarding
design guidelines for Brickyard Cove
Road.)
Pornt Richmond Shores Design Principles Report

------------- --r'7CQMMUNITY DESIGN

OBJECTIVES
ACS:

Brickyard Cove Road Acquisition
Several ommunity memb e r.~ s uggc.~t­
ed the new developmenr should buy
:md build over Brickyard Cove Road
so as to wck the buildings against the
hillside as much as possible. Further
environmental assessments will have
to be undertaken for the Regional
Water Quality Board to approve this
additional development . A sufficient
cost-benefit analysis should weigh the
importan ce of investing the resources
to acquire and incorporate the addi­
tional property into the development
and its ultimate benefits to the final
project.

AC6:

Richmond Yacht Club
The Richmond Yacht Club sirs
adjacent to the site. The proposed
development should take into con­
sideration sighdine problems, traffic
and noise issues due to boat-carrying
trucks, and construction dust. (Refer
to Section 5 for more detailed infom­
rarion regarding development con­
struction mitigation measures.)
Point Richmond Shores Design Principles Report
VIEWS
V1:

Public VIews
' lltere is comrn11nity oncern that the
size and scale of the propo sed housing
developmelll may a fie L views of' dte
shoreline from Point Richmond as
well as from the observation bench on
the hill in the park north of the site.

Development height should not ob­
scure views from the hillside observa­
tion bench. Height of buildings to the
bench varies if parking entry is located
in the back of' the development. lltere
is also the desire that this develop­
ment sets a strong design precedent
and inspires additional development
along Richmond's waterfront.

V2:

Private VIews
Given the stunning views of the Bay
from more than 180 degrees, work­
shop participants expressed the need
for the proposed development to take
advantage of bay views.

Richmond 'rluiJt Club
View of project site from Grandview Court,
Point Richmond
15

lguro 2.1: Community Doolgn ObJoctlvoa Summory lbblo

COMMUNITY DESIGN OBJECTIVES
DEVELOPMENT CHARACTER DC1 World Class Waterfront Design DC2 Contextual Design
DC3 Material and Community
Compatibility
BUILDING DESIGN BD1 Building Mass and Articulation
BD2 Size and Scale
BD3 Building Configuration
BD4 Sufficient Building Setbacks
ACCESS AND CIRCULATION AC1 Water Connections
AC2 Park Connections
AC3 Ferry Point Way Design
AC4 Brickyard Cove Road Redesign
AC5 Brickyard Cove Road Acqui sition
VIEWS V1 Public Views
V2 Private VIews

Point Richmond Shores Design Princ•ples Report
Community members expressed their
ideas for development on the project
in an interactive design charrette.

Partipants worked together in small
groups using a wooden block model
and base map to produce their desired
building massing and site layout. The
following pages describe the common
design layout and design themes drawn
from a comparative analysis of the
small group designs.
19

SITE LAYOUT AND

DESIGN OBJECTIVES
Plguro 3.1: Community Doalgn Chorrotto
Outoomoe Hlghllghtod By Product l'fpoo
Multlplo Product Typo
l'an idp.anls ~:hose bc1wcen1wo fin.m­
cially feasible development density
programs.

Program A was a mulri -F.unily hous­
ing dc:vclopmc:nr comprbing 324
unit s on double -loaded corridor s (i.e.
unil s on both sides of the corridor).
'I he development offered a single
product type, a housing unit measur ­
ing 40' x 40'. Parking was provided in
a podium underlying rhe unir s. 1l1e
garage extended beyond the residen ­
tial fi>Otprint with landscaped podium
decking.

Program B was a devclopmem where
multi -family buildings included
an imegrated garage, rather than a
podium. "lbe parking garages did not
extend beyond the edges of the units.

It comprised 258 units of two types,
double -loaded units measuring 40' by
40' and single-loaded units measuring
35' X 60'.

Figure 3.1 on 1he left s how~ the
ommunity charrc:trc our omes color
coded by prdu~:1 •ype. 'llae si ngle­
loaded, 3 'x60' uniJs arc shaded
in pink, while: the: double -loaded,
40'X40' units arc shaded in blue .

Nearly all the groups chose a multiple
produ ct type which results in a lower
number of residential unit s on the
site and thu s, decreases the develop ­
mem densiJ yon the si1c, ll1e multipl e
produ ct type program oflcr a range
of aflordabilities and densities within
the two produ ct types. ll1is flexibility
allows a denser clustering of housing
at the back of the site while having a
lesser number of units at the from.

Potnt Richmond Shores Des1gn Principles Report

Terraced Building Massing
One common theme through all the
designs is a term ing of the building
mass sloping down to the water and
up tow a rd .~ the hillside. 1l1e !.loping
downw ards of building hc:iglm to the
waterfront reates a softer, more pedes­
trian -friendly edge with Ferry
Point Way and the future waterfront
park. Sculpting the building massing
in a termcc also heightens the dmmat ic
backdrop of the hill to the north of
the projc ct site and thu s blcnd s the
developm ent into the environment in
a more contextually -sensitive manner.

SITE LAYOUT AND

DESIGN OBJECTIVES
Figure 3.2: Soctlon Elovotlona of Community Design ChorroHe Outcomoa --------------------------------~
Point Richmond Shores Design Principles Report 21

SITE LAYOUT AND

DESIGN OBJECTIVES
Flguro 3.1: Community Doelgn Chorrotto
Outoomos Highlight d By Building Layout
"Fingors" Building Configuration
.iven the shape and dimensions of
the proje 1 site, a "fingers" building
«.:onfigurarion proved to be rhe most
eflC: t ive site l:tyout that nmximii'.ed
views. An added value ro rhis layour
parrc:rn is rhar it hreaks up the mass­
ing of the huilding rarher than «.: rear­
ing large massive blo c k.~.

Point Richmond Shores Design Pnncip/es Report

Rear and Sldo Access for Cora
Several designs featured parking access
from Bri kyard 'ovc Road rather
than Ferry Point Way. Other options
in luded side entran ces into the p.lrk­
ing stru turc that are not so promi ­
nently lo ated near the proposed
waterfront park. "I he overall theme is
that private residential parking a cc es.~
should not detra t from the water ­
front experien ce.

Point Richmond Shores Design Principles Report

SITE LAYOUT AND

DESIGN OBJECTIVES
Increased Usable Waterfront Area Flguro 3.1: Community Do•lgn Charrotto Outcomo• Hlghllghtod By Parking Acco••
and Wolorfront Aroo
By locati ng parking in the rear of the
developm ent or niT 10 1 he side, an
increase in usable waterfront area was
achieved in many of the small group
designs.
23

SITE LAYOUT AND

DESIGN OBJECTIVES
Plguro 3.1: Community Doalgn Chorrotte
Outcomos Hlghllghtod By Circulation ond
Ad)ncont Pork Connection
24 Potential For Stronger Park
Connection
Several of the designs showed a stron ­
ger pmencial park conne ction due to
the minimization of automobile use
on Ferry Poim Way.

By locating parking access to the
proposed housing away from the
waterfront park and project site's
western edge along Miller-Knox Park,
the potential for stronger connections
to both the existing and proposed
parks increases. Increased traffic-calm­
ing measures and pedestrian-oriented
street design techniques along Ferry
point W.1y can also maximize public
use of the waterfront.

Point Richmond Shores Destgn Princtples Report

Pomt Rtchmond Shores Design Principles Report
With a prominent public waterfront
feature, adjacent recreational areas
and a vibrant residential community
nearby, circulation and access to Point
Richmond Shores must comider mul­
tiple users and modes of transportation.
27

CIRCULATION AND

ROAD DESIGN CONCEPTS
Figure 4.1: Proposed Ferry Point Way
y
Ferry Point Way Design Consldoratlon a
Ferry Point Way should be designed
tn maximii'.c: pedestrian, bicycle and
alllo safi:1 y. 'I his road should serve as
the main road in the projc l area and
conne ct scamlcssly with Brickyard
Cove Road to the cast and Dorn an
Drive to the: west. llte design of the
road should cultivate a shared public
experience of the: waterfront and not
feel like a private driveway to the:
propo sed housing developm ent.
llte following issues should be kept
in mind in future stages of the design
development process:
• Minimize the appearan ce of the
parking entrances of the future devel­
opment;
...... ....
12'
, ..... .....
• Refer to exb ting lu .tl street d esigns
for roadway and p:trking dim ensions;
• Consider the communit y prcfcren c
is for a cenrer med ian;
• Provide some on -street parking onto
Brickyard ove Road;
• Incorporate s a ~ety con cern s in the
design of the roadway, especially
regarding the impa ct of visitors stop ­
ping and slowin g on Ferry Point Way
and rhc "Pacific Coast Highw ay"
dlect of drivers drifting on a curving
waterfront road.
w
07 , ..... .....

Additional paralkl on-street is provitkd on intermittent portions along the northern side of Ferry Point ~y. 28 Pomt Richmond Shores Design Principles Report

Brickyard Cove Road De lgn Consideration
Urickyard Cove Road should be
designed to serve as priv:uc residen ­
tial, emergency vehicle, recreational
and bike access.
'TI1c: following issues should be: I c:pt
in mind in future: stages of the design
development proce ss:
• Brickyard Cove Road will require
less landscaping or design consider ­
ation if it is mostly emergency vehicle ,
residential and Bay Trail access;
• A parking management plan for
Yacht Club regatta days should be
developed;
Figure 4.2: Proposed Brickyard Cove Road
Milll'r Kno1t P.uk
• 'I he appearance of Brickyard Cove
Road at inter section s with Dornan
Drive and at ~erry Point Way (ncar
the Yacht C lub) should be minimized
so as 10 discourage through trafli<..

R .. y T1.s11
hnr ludn&rwetl' ' .,..u\1rftJ
CIRCUlATION AND

ROAD DESIGN CONCEPTS
Flguro 4.3: Propo aod Boy Troll Along
Brickyard Covo Rood
I
~ 2' ~( (0. 12' ~ 2' ~(
5 0111dor S ouldor Povod Biko Polh
20'.0'
lhulding Sc>lb,~ei.:

Brickyard Cove Road travel lane widths vary. Bay Trail Design Guidelines suggest a range of 10- 12 'for paved trail width.

Point Richmond Shores Design Principles Report 29

'•
t
•

Point Richmond Shores Destgn Principles Report
1his section outlines seveml addition11l
design concepts to take into consider­
ation as design development continues
in this project.
33

ADDITIONAL DESIGN

ELEMENTS
34 1. Utilize Terminal One Building
Several community member ex­
pressed support for preserving por­
tions of the existing 'terminal One
structure and w reuse materials in the
proposed waterfront park.

2. San Francisco Bay Trail
TRAC would like to see that the San
Frnncisco Bay Trail is continued in
two segments around the project site
-- a commuter trail along Brickyard
Cove Road as well as a recreational
bike path along the water on Ferry
Point Way. The commuter trail along
Brickyard Cove Road should be on
the northern side of the road so as
to continue the bike path and land­
scaping currently being developed
along the adjacent areas to the east
(the open space in front of Brickyard
Landing.) Care should be taken to
make safe crossings along both inter­
sections. (See diagram to the right.)
The paths should following Bay Trail
Design Guidelines which suggest
1 0-12' of paved bike path and two 2'
shoulders. (Refer to lower diagram on
right.)

3. Richmond Yacht Club
As a close neighbor to the develop­
ment project, the Richmond Yacht
C lub would like the following issues
to be: considc:rc:cl in the: final ondi ­
tions of approval for the proje t:
• 'I here should be a roadway design
that is compatible with the entran ce
to the Yacht Club. Truck and trailer
rigs need suflicient access imo the: fit­
ciliry. 'Ote new road alignment should
be included in the scope of work of
the developers and at no cost to the
Yacht Club, including landscaping
and irrigation.
• Locate the garbage transfer area of
new development such that it is not
upwind of the Club's bar and restau­
rant.
• Mitigate dirt, silt and dust during
construction. The developer should
hire a full time clean-up crew that
can keep the harbor, its boats, and
their rigs clean for the duration of the
demolition.
• Keep all water run-ofT away from
the club property at all times.

Richmond Yacht C'lttb
Safe Bike Crossing lntersectiom
Point Richmond Shores Design Principles Report

Point R1chmond Shores Design Principles Report
7be next step in the planning of
the former Terminal One site is the
prepttration and proces.ring of 11 jin11l
devaopment plm1 thflt rtflects the
ideas th11t emerged .from the com­
mtmity meetings. 7be finn! project
design should be developed with the
ongoing input and feedback from the
community.

The Point Richmond Shores Com­
mtmity Design Process represents an
opportunity for the City of Richmond
to establish a strong, compelling
design and development with the
support, knowledge and needs of
the local community. This study has
laid the groundwork for a success­
ful integration of many community
objectives. The vision and .framework
documented in this report will be
realized through the continued efforts
of Richmond's dedicated residents,
business-owners, elected officials and
staff
37

SITE OBSERVATIONS BY NORM HOTSON
Norm Hotson, prin cipal of the Van­
couver-based architectur;.l firm I Iorson
Bakker RoniF.tce I laden (I IRI\11), pre­
sented observation s of the site and his
recommendation s fi>r appro~tching site
design. Mr. Hotson empha si1.ed the fol­
lowing three points in his presentation.

1. Respect Historical Patterns
Mr. Hotson emphasized the importance
of building on and working with the
past. ·n1e location and material rem­
nants of the docks, rail lines and existing
road all provide good precedents for fu­
ture designs. Mr. Hotson complimented
the "rail to trail" design feature in the
proposed Toll Brothers plan as it reflects
this historical approach. Mr. Hotson
suggested that the new development
could also retain a corner or portion of
the existing warehouse structure on the
pier as an interesting material compo­
nent in the new proposed waterfront
park.

Point Richmond Shores Design Principles Report

2. Cultivate A Feeling of Place
Next, Mr. llot son expressed the need
for a design to respond to the feeling
of place. In the location of our project,
the site area's surrounding topogr aphy
and expansion of hillside should inform
the design of future development.
l11e adjacent housing development,
Brickyard L1nding, demon strates this
contextual approa ch. Mr. Hotson added
that the waterfront feature of the Point
Richmond Shores development should
respond to the hill to the north by scal­
ing down building massing as it nears
the water's edge.

3. Create A Strong Waterfront
Connection
Mr. Hotson felt that the new develop ­
ment should take maximum advantage
of its waterfront location. l11erefore,
Mr. Hotson's preference was not to put
a major road so close to the water's edge.

He suggested instead a possible two­
road configuration with Brickyard Cove
Road as a more fast-moving, local com­
muter road and Ferry Point Way as a
multi-user, public access parkway with a
strong recreational focus. A meandering
road alignment and special paving mate­
rials would further encourage pedestrian
activity and slower driving along Ferry
Point Way.

APPENDIX
41

i

• t
•
" I •

PHASING
Terminal One Development
18 t.liWI2014

EXHIBIT K
Terminal One
Land Disposition Agreement
Phasing Plan
Phase 1
Phase 2
Phase 3
Note: thi! Phase 1 "public amenities"'
refe renced above will includ e the
Phase 1 Subdivision Improvements,
including the Offsit e Improvements,
in aaordance with Section 6.1.1(b)
of the Term inal One Land Disposition
Agreement.

Phasing

EXHIBIT L
Terminal One
Land Disposition Agreement

SPECIAL TAX ALLOCATION PROCEDURES
In order to assist the parties in determining the proper sales and usc tax allocation to the City of Richmond, Developer and its construction contractor ("Contractor") shall implement the following procedures in accordance with 18 CCR 1521, 1699.6, 1802 and 1806, as well as the January 1995 Special Notice of the California Board of Equalization.

I) On or before the date upon which Developer issues a notice to proceed to Contractor and/or commences construction of the Terminal One Project (the "Project") (the "NTP Date"), Contractor and each subcontractor ("Subcontractor") furnishing and installing materials and fixtures for the Project pursuant to a contract or a subcontract with a value of$5,000,000 or more and which requires such Contractor or Subcontractor to perform work within the City of Richmond shall apply for jobsite sub-permits for the Project according to the January 1995 Special Notice of California Board of Equalization ("Special Notice") and the sales and use tax laws of California.
2) If jobsite sub-permits are issued to Contractor or any of its Subcontractors, each registered Contractor or Subcontractor shall allocate local sales and use tax applicable to furnishing and installing materials and fixtures for the Project to the City of Richmond on their sales and use tax returns for tax periods during the extant sub-permits, according to the Special Notice and the sales and use tax laws of California.
3) On or before the NTP Date, Contractor, and each qualifying Subcontractor shall apply for use tax direct payment permits with respect to use tax due for transactions involving the Project pursuant to 18 CCR 1699.6. For this purpose, a qualifying Subcontractor is one which purchased for its own use, or leased tangible personal property for the Project and which is subject to use tax in California, at a cost of $500,000 or more in the aggregate, during the calendar year immediately preceding the NTP date. If a Contractor or Subcontractor does not qualify for a use tax direct payment permit on the NTP Date, such Contractor or Subcontractor shall apply for such permits in subsequent years in which they qualify. 4) To the extent that use tax direct payment permits are issued to Contractor and its Subcontractors, Contractor and its Subcontractors will self-assess and pay directly to the California Board of Equalization, with each return, the use tax due on all leases and purchases for which a use tax direct payment exemption certificate was issued and will report the local use tax component due to the first functional use of tangible personal property within the City of Richmond pursuant to 18 CCR 1699. 6.
4837-4514-8188v.4

5) When making purchases that will be fullillcd by shipment li·om out-o(:.stnte nnd be subject to usc tux, Contructor, and each Subcontructor, whenever pructicublc, shall submit a purchase order l(lr mntcriuls, fixtures or equipment to be used nt or incorporated into the Project directly ton retailer's out-of-state shipping oflicc or headquarters und not through uny plncc of business of the rctnilcr which is located in Culiforniu. Such purchase order shull be uccompnnicd by u Usc Tux Exemption Certificate if the Subcontructor has obtained u use tux direct payment permit. Persons not having u sub-permit or u usc tux direct payment permit us described ubovc, but making a purchase of $500,000 or more as described in parugrnph 3 ubove from a retuiler who is not registered to collect and remit usc tax to the State of California shall report the local usc tax component due to the tirst functional usc of the property within the City of Richmond to the City of Richmond. (Sec 18 CCR Section 1802 (d).)
6) When making purchases that will be subject to Bradley-Burns sales tax, Contractor, and each of its Subcontractors, may purchase from any retailer of its choosing. If the retailer maintains a place of business within the City of Richmond then the Contractor or Subcontractor, whenever practicable, shall submit a purchase order for materials, fixtures or equipment to be used at or incorporated into the Project to a place of business of the retailer situated within the City of Richmond.
7) Contractor shall maintain the necessary facilities and personnel at the Project jobsite until the Project is completed to facilitate recordkeeping, and documentation of the purchase of tangible personal property in accordance with this Exhibit L for the work performed within the City of Richmond for the_Project. Contractor shall also maintain such purchasing records for the Project at such locations and for such time durations as is required by law. 8) Contractor shall contractually require its Subcontractors to comply with these special tax procedures in paragraphs 1-6 of this Exhibit L, including those Subcontractors selected after the NTP Date, to perform work within the City of Richmond for the Project. 9) In the event that these special tax procedures conflict with the sales and use tax laws of California, the sales and tax laws of California will govern. For transactions and situations not covered by these special tax procedures, the sales and use tax laws of California will govern. 4837-4514-8188v.4

November 22, 2022

City Council

DATE: November 22, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Vice Mayor Martinez

SUBJECT:

Electric Vehicle Fleet
FINANCIAL IMPACT: There is no cost related to this informational item. If the City Council wishes to proceed with a transition to electric vehicles, the financial impact will include the cost of the vehicles minus the rebates offered.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

The City Council has expressed interest in transitioning to an electric vehicle fleet. The current fleet of vehicles is down by more than a dozen vehicles. As the City
positions itself to replace vehicles, it would be helpful to receive information on the benefits of an electric fleet.

RECOMMENDED ACTION:

RECEIVE a presentation from MOTIV PS on the benefits
of transitioning to an electric fleet – Vice Mayor Martinez (510-620-6593).

DISCUSSION:

The City is in the process of repairing and replacing vehicles to replenish the fleet.

Through the California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project, the City has requested over $900k in rebates to replace over one dozen vehicles that are out of commission. The City Council has expressed interest in AGENDA
REPORT

November 22, 2022
transitioning to all electric vehicles. Per the request of Vice Mayor Martinez, MOTIV PS has been requested to provide a presentation to the City Council on the benefits of said transition.

California’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP) plays a crucial role in the deployment of zero-emission and near-zero-emission technologies. HVIP accelerates commercialization by providing point-of-sale vouchers to make advanced vehicles more affordable. Launched by the California Air Resources Board in 2009, the project is part of California Climate Investments. HVIP is the earliest model in the U.S. to demonstrate the function, flexibility, and effectiveness of first-come, first-served incentives that reduce the incremental cost of commercial vehicles.

https://californiahvip.org/

DOCUMENTS ATTACHED:

None

1 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential Click to edit Master title style
City of Richmond City
Council Meeting
November 22, 2022
Andrew Gibbs
[email protected]
650 730 0274

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 The Ford Store – Morgan Hill
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• Jacob Panachaveettil – Sales Engineer

4 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential 4© 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential • Headquartered in Silicon Valley, CA
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in CA, PA, and NY
• > 85,000 miles
• 30 in production for 2022, 30 on order
for 2023 delivery

15 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential PLANNING: CHARGING INFRASTRUCTURE

1. Plan for infrastructure in tandem with your vehicle
purchase. Do not wait until there are only weeks
before deployment.

2. Talk to your electric vehicle OEM, power utility, and local Clean Cities Coalition about infrastructure
funding programs.

3. Learn about electric vehicle charging and
infrastructure requirements.

16 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential California Hybrid & Zero Emission Truck & Bus Voucher
Incentive Program (HVIP)
Agencies: CARB, CALSTART, Tetra Tech
Funding Type: Voucher Reimbursement
Program Status: First-Come, First-Served basis.

Vehicle Weight Class Base voucher Amount
Class 4-5 (14,001 – 19,500 lbs GVWR) $60,000 per Vehicle Class 6-7 (19,501 – 26,000 lbs GVWR) $85,000 per Vehicle $38 Million available as of November 14, 2022
Voucher Amounts

17 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential 17© 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential HVIP Funding & Approval Process
 * We have worked diligently to apply for HVIP funding since March 2022
 * We have achieved “Funding Set Aside” status at this point  $60,000 x 14 units E450 = $840,000
 * Funding is NOT officially approved until Richmond finalizes the order with a PO.

18 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential 18 TCO Analysis
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
0 1 2 3 4 5 6 7 8 9 10
Cost
Years
Total Cost of Ownership Analysis
ICE Vehicle VS. Battery Electric Vehicle
ICE Vehicle Battery Electric Vehicle
High Level
Comparison Values ICE Vehicle Battery EV Savings
Avg Annual Fuel Cost $18,490 $3,170 $15,319
Avg Maintenance Cost $4,490 $1,796 $2694
Total Cost of Ownership $314,798 $196,672 $118,126
Payback Period ~4-5 years
• ~ 38% Saving, using an BEV over ICE, over 10 years
• ~ 60% Maintenance savings
• ~ 82% Fuel savings

ASSUMPTIONS
Comparable ICE Vehicle Price $85,000 EV Purchase Price - Before Incentives $210,000 ICE Efficiency (mpg) 10 EV Incentives $60,000
ICE Fuel Price ($/gal) $6.00 EV Price - After Incentives $150,000 Electricity Price ($/kWh) $0.15 Miles per Day 80
Operating Lifetime (years) 10 In-Use Days per Year 250

19 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential

CUSTOMER SERVICE/ WARRANTY
Headquarters & Service Center
Foster City, CA
Manufacturing/ Warehouse
Hayward, CA
Service Center
Stockton, CA
Vehicle Warranty Coverage
Traction battery 5 years or 100,000 miles
All other powertrain
components
3 years or 50,000 miles
HVAC (Battery & Cabin) 5 years or 100,000 miles
Chassis Warranty Ford Warranty – Pass Thru
Each vehicle has a diagnostic computer,
collecting vehicle/ performance data.
80% of field issues can be remotely
diagnosed and fixed.

Typically less than 24 hrs. for technicians
to be on-site, in the unlikely event of parts
swap or repairs.

20 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential 20© 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential

NEXT STEPS
• We are deeply committed and invested with hundreds of hours into this project with the City of Richmond
• We need a “Go” or “No-Go” decision on if the City intends to move forward
• THANK YOU FOR YOUR TIME AND SUPPORT IN THIS EV PROJECT!

21 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential© 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential

MOUNTAIN VIEW/

GOOGLE COMMUNITY

SHUTTLES

CHASSIS
• Built on EPIC4 with 127 kWh
FLEET
• 4 shuttles deployed in 2015, 2 more in 2016

PROOF OF PERFORMANCE
• 13-mile loop, 30 stops, 5-6 routes per day per vehicle, 65-85 miles per day
• > 580,000 miles, > 18,000 routes, > 850,000 passengers • Extremely positive feedback from Mountain View
residents, continue to use buses beyond designed
project life
• > 458 metric tons of tailpipe emissions reduced
Case Study

22 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential© 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential

SACRAMENTO AREA

SCHOOL DISTRICTS
(TYPE A SCHOOL BUSES)
Case Study

CHASSIS
• Built on EPIC4 with 106 kWh
FLEET
• 11 buses deployed in 2018

PROOF OF PERFORMANCE
• Routes range from 45-75 miles
• Motiv provided driver training and mechanic
training to maximize performance and reliability
• > 126,000 miles
• > 102 metric tons of tailpipe emissions reduced

23 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential EPIC4 TRUCKS OPTIONS
Chassis EPIC4
Battery Technology Lithium-Ion
Battery Capacity 127 kWh
Real World Range 105 miles
Level 2 Charging 19.2 kW / J1772
Level 3 Charging 60 kW / CCS
Regenerative Braking
Multiple levels, driver
selectable based on
preference/comfort
Hill Hold Yes
Wheelbase Options 158” to 190”

24 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential 8 KEY CONSIDERATIONS FOR GOING ELECTRIC
Charging
Infrastructure
Compliance
Driver Training
& Vehicle Support
Incentives
Return on
Investment
Routes & Usage
Patterns
Sustainability
Goals
Vehicle
Performance

BUILDING THE FLEET

OF THE FUTURE

25 © 2022 | Motiv Power Systems Inc.® | Proprietary & Confidential Click to edit Master title style
25 THANK YOU
© 2021 | Motiv Power Systems Inc.® | Proprietary & Confidential Andrew Gibbs
National Account Manager
Motiv Power Systems
[email protected]

November 22, 2022

Public Works

DATE: November 22, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Daniel Chavarria, Director of Public Works
Yader Bermudez, Retired Annuitant
Patrick Phelan, Infrastructure Administrator
Ryan McClain, PE, Fehr & Peers
Molly Riddle, Fehr & Peers

Subject:

Present Traffic Safety Implementation Strategy Based
Upon a Number of Stakeholder Requests
FINANCIAL IMPACT: The amount of $750,000 is included in the adopted FY 2022-2023 budget. (01234531-400645)

PREVIOUS COUNCIL
ACTION:

June 21, 2022

STATEMENT OF THE
ISSUE:

City staff will present the current list of traffic safety requests along with a recommended
implementation/funding strategy and a path forward for
development of a policy to systematically address such
requests.

RECOMMENDED ACTION:

RECEIVE a presentation on traffic safety requests; and
PROVIDE direction to staff – Public Works (Daniel
Chavarria/Yader Bermudez/Patrick Phelan 307-8111).

AGENDA
REPORT

November 22, 2022
DISCUSSION:

Fehr & Peers (F&P) is providing the City of Richmond with transportation and traffic engineering support to assist with a variety of tasks, one of which includes responding to resident requests for traffic control and safety interventions throughout the city. F&P drafted a memorandum to describe how such projects are identified, tracked, evaluated, and prioritized for funding and implementation.

Projects are first identified by City of Richmond Engineering Division staff who receive project requests directly from members of the public and other City representatives (e.g., Councilmembers). Requests are acknowledged by City staff and then, if appropriate, forwarded to Fehr & Peers for intake, evaluation, and potential implementation through various funding sources.

Project intake involves logging key project attributes in a tracker accessible to the City and Fehr & Peers. Attributes include the following:

 Project Identifiers – Project Status, Category, Location, City Council District, Request Received Date, Issue & Preliminary Recommendation, Type, Crosswalk Evaluation Results
 Equity – MTC’s Equity Priority Communities debuted as part of Plan Bay Area 2050. Formerly called “Communities of Concern,” Equity Priority Communities are census tracts that have a significant concentration of underserved populations, such as households with low incomes and people of color. More information can be found on MTC’s website:
https://mtc.ca.gov/planning/transportation/access-equity-mobility/equity-priority- communities.
 Sorting Criteria – Identification of the project location and/or transportation concern relative to the Metropolitan Transportation Commission’s Equity Priority Communities, Local Road Safety Plan (LRSP) High Injury Networks (HINs), LRSP Collision Profiles, City of Richmond Pedestrian Master Plan Key Corridors, City of Richmond Bicycle Master Plan Key Corridors, other relevant citywide or subarea studies and plans
 Cost Estimate – Identified assumptions for low- and high-cost estimates, Cost Estimate (provided as conceptual low- and high-cost estimates). Cost estimates may be refined as projects are further developed.

In consultation with City staff, Fehr & Peers reviews project requests and identifies a recommended course of action. When the review and evaluation process is complete, a project approach is recommended to the City and honed through further discussion with planning and engineering staff. Depending on the extent to which concept or engineering plans are required, Fehr & Peers will draft these plans, or else coordinate their development by City staff. Such plans are then revised based on iterative review by appropriate City departments, stakeholders, and the public.

November 22, 2022

Since the City of Richmond has limited funding with which to implement all requested projects, a prioritization scheme is used to highlight those that should be considered first for funding. Projects are sorted according to their alignment with areas of need identified in adopted plans and policies using the attributes listed below, prioritized in the order presented. Each attribute is given a binary Yes/No score.

1. Project is categorized as Sideshow Deterrence, Operations Task, or Medium- Sized Project; Large Projects (grant-funded) would be funded and implemented by means other than the $750,000 City Council allocation

2. Project is located in an Equity Priority Community

3. Project is located on an LRSP High Injury Network

4. Project is located on a Bicycle Master Plan or Pedestrian Plan Key Corridor

Once sorted, the top-ranking projects able to be constructed for approximately $750,000, and the allocation of additional ARPA funding as deemed appropriate by the City Council, will be selected for implementation, with discretion given to the City for choosing between similarly ranked projects and striving for parity amongst Districts and subareas of the City. Funding for Large Projects will likely come from local, state, and/or Federal grant programs with required matching funds coming from sources other than the $750,000 City Council allocation.

DOCUMENTS ATTACHED:

None

November 22, 2022

City Attorney's Office

DATE: November 15, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Dave Aleshire, City Attorney
James Atencio, Senior Assistant City Attorney

Subject:

Council Direction on Requested Changes to Cannabis
License Ordinance
FINANCIAL IMPACT: None at this time

PREVIOUS COUNCIL
ACTION:

Click or tap here to enter text.

STATEMENT OF THE
ISSUE:

City staff is seeking City Council direction on a former cannabis dispensary license holder’s request to amend
the Cannabis Ordinance to allow for issuance of an
additional cannabis retailers license within the City of Richmond.

RECOMMENDED ACTION:

PROVIDE direction to City staff on whether amendments
to the Cannabis Ordinance should be prepared
increasing the number of cannabis retailer licenses – City Attorney’s Office (Dave Aleshire 510-620-6509).

DISCUSSION:

Background
Richmond’s medical marijuana Ordinance No. 28-10 NS (“Ordinance”), adopted on September 21, 2010, permitted and regulated medical marijuana collectives. The Ordinance was amended on November 16, 2010, to permit marijuana collectives to AGENDA
REPORT

November 22, 2022
operate in Regional Commercial (C-3) Zoning Districts at certain minimum distances from schools and other specified facilities. In order to operate a marijuana dispensary in compliance with the Ordinance, collectives were required to obtain approval for a location from the City Council. Richmond Patient’s Group (“RPG”), Holistic Healing Collective, Inc. (“HHC”) and 7 Stars Holistic Foundation, Inc. (“7 Stars”) were the only three permitted dispensaries operating in the City of Richmond since the Ordinance was passed.

In December 2011, Richmond Compassionate Care Collective (“RCCC”) was approved to establish a medical marijuana dispensary in Richmond, at 2920 Hilltop Mall Road.

In March 2012, the Ordinance was amended to allow collectives to transfer their permits to another location and increasing the number of allowed dispensaries to six. Around the same time RCCC decided not to open a dispensary at 2920 Hilltop Mall Road because of concerns regarding federal law enforcement and it therefore terminated its lease for that location. RCCC intended on transferring its permit to a new location and resumed a search for a new location to open its dispensary.

In December 2014, the Ordinance was amended to reduce the number of cannabis retailer permits from six to three. It was further amended to state that if a permitted dispensary (here, only RCCC) did not open within six months after issuance of the permit, the permit would expire and become void. This amendment went into effect in early January 2015.

In 2015, RCCC leased property at 3190 Klose Way and applied to transfer its permit, but the request was denied by the City on May 19. RCCC also pursued other properties but was ultimately unable to obtain a location before its permit expired. On November 3, 2015, RCCC sought an extension of time to find a location to commence operations, but the City Council did not approve the application.

RCCC sued RPG, HHC, and 7 Stars (collectively referred to as “defendants”) and others alleging various claims relating to interfering with RCCC’s ability to obtain a permit. RCCC’s lawsuit alleged that the defendants’ actions constitute an unlawful group boycott in violation of California’s Cartwright Act, causing RCCC to suffer millions of dollars in damages. When the case ultimately went to trial in August 2021, the only remaining defendants were three RPG owners and directors. On September 23, 2021, the jury returned a verdict in RCCC’s favor, awarding damages of $5,000,000 which were automatically trebled to $15,000,000.

RCCC is now requesting that, given RCCC’s successful litigation against RPG, the City Council consider amending the City’s Cannabis Ordinance to increase the number of allowed cannabis retailer permits to four.

However, amending the Ordinance does not itself guarantee that RCCC would successfully obtain a retailer permit. The Ordinance provides for a competitive process to be followed in the event the City were to issue an additional permit. The City Council has previously directed City staff to return with a Cannabis Equity Program(“CEP”). The City applied for and received state grant funding to create the CEP for Richmond. The

November 22, 2022
CEP will support local equity applicants impacted by prior criminalization of cannabis with starting and/or growing their cannabis business. The initial approach that the City has taken is to allow only cannabis equity applicants that go through the CEP, retailer cannabis permits. The City will need to decide on a new retail cap, which is currently undermined. Once the cap is decided the City will amend the ordinance and dedicate a specific number for CEP applicants. The City Council could also direct staff to draft an amendment that would make allowances for operators who had their permit expire and who wish to be reinstated.

City Staff is seeking City Council direction on whether City Council would like staff to return with a draft amendment to the Ordinance to increase the number of allowed retailer permits and any other related amendments to address RCCC’s request.

DOCUMENT ATTACHED:

Attachment 1 – RCCC Letter

November 9, 2022

Richmond City Council Members
450 Civic Center Plaza
Richmond, CA 94804

Re: November 15, 2022, Agenda Report-Adding One Additional Dispensary Permit

Dear Mayor Butt and the Richmond City Council:

My name is John Valdez of Richmond Compassionate Care Collective, Inc. (RCCC). I am writing to you regarding the Agenda Report for November 15th written by City Attorney, Mr.

Dave Aleshire and Senior Assistant City Attorney, Mr. James Atencio who are seeking the councils direction to amend the cannabis ordinance to allow an additional cannabis license for RCCC.

RCCC was the first dispensary that was awarded a permit in 2011 with a unanimous vote from the city council. As RCCC tried to find many code compliant properties all while paying the quarterly permit fees ($380,000.00), the defendant dispensaries (Green Remedy, 7 Stars, Holistic Healing and the owners) along with others who aided them, Lisa Hirschhorn, Antwon Cloird conspired to keep RCCC out of the Richmond dispensary cannabis market. Defendant William Koziol and Darren Parle (Green Remedy Dispensary) attempted bribery of Richmond officials, purchased real property in order to block RCCC, intimidated landlords and many other illegal actions in order to block RCCC from ever opening there dispensary for the purpose of excluding competition.

Police Chief Chris Magnus of the Cannabis Regulatory Unit wrote an official letter to Bill Koziol and Darren Parle of Green Remedy advising them that they were illegally operating for 13 months with no permit at the Hilltop location and specifically referencing that “once you vacate the Hilltop property for another permitted dispensary, including Richmond Compassionate Care Collective” the only other licensed dispensary without a location.

Two officers from the Cannabis Regulatory Unit, Sargent Michael Rood and Detective Eric Oliver testified at the antitrust trial on RCCC’s behalf that indeed the defendants did block RCCC from opening a dispensary in Richmond and that everyone knew this, they also attempted to bribe officer Oliver and spread false allegations against me, John Valdez, the CEO of RCCC which I was completely vindicated by a jury and court of these allegations. It was also mentioned that several Richmond City Council members were involved and RCCC’s permit was revoked with the ordinance being changed to reduce the dispensary permits from 4 to 3, only the 3 defendants permits, thus getting rid of RCCC for good.

RCCC won the initial “competitive application process” when it was awarded the first dispensary permit. The 2 current operating dispensaries (7 Stars and Holistic Healing) were both originally denied dispensary permits when they applied the first time through the “competitive application process” by the City of Richmond because they were not qualified to open a cannabis business but somehow were then awarded permits by Richmond?

Since the City of Richmond and its Cannabis Regulatory Unit vindicated RCCC in a court of law, I am requesting that the City of Richmond reinstates my dispensary permit.

I am truly trying my hardest to discreetly and diplomatically resolve this situation on my own without legal implications as I would like to have a harmonious relationship with the City of Richmond and its citizens. It would only be a positive for Richmond as you would be taking in millions of dollars in tax revenue for the city. I am asking you to right the injustice by allowing me to open our dispensary business by giving us the opportunity to become valued members of the business community.

Please contact me at 415-990-2111 or by email, [email protected] if you have any questions.

Respectfully,

John Valdez
CEO, Executive Director, General Manager and Permit Qualifier, Richmond Compassionate Care Collective, Inc.