Agenda — Richmond City Council, February 7, 2023 (part 6 of 6)

01337.0024/846578.12 C-2-6

(b) construction traffic, truck routes, including trucking of materials; (c) dust control measures; and
(d) measures for cleaning of streets, parking lots, boats, structures, and residences within 48 hours of notice.

Additionally, a complaint hotline to Developer shall be established and included with the Mitigation Measures which shall require Developer to make a written record of complaints and the response taken. The record shall be available for public inspection.

3. Signage. Signage shall be posted to prohibit overnight parking on Brickyard Cove Road.

C. Housing Development

1. House Siting. House siting should achieve the following: (i) other than perimeter units, 3rd floor should not occupy more than 80% of 2nd floor of 50% of the stack of 64 units in central area which shall run in a north-south direction; (ii) if approved by the Yacht Club, the roof deck option will be eliminated for the four 3 -story buildings starting from the northeast corner of the perimeter adjacent to the Yacht Club ; (iii) all other east, southeast and south frontage (perimeter houses) shall be 2 and 3 stories (as depicted in Attachment 1 attached as Exhibit B) . It is intended that the foregoing restrictions remain in effect for the Alternative Plan C2 below recognizing that the Plan will be revised through the design process (see Schedule in Exhibit C-1).

2. Alternative Plan . Developer shall develop alternative plan (“Alternative Plan”) whereby the Wharf is eliminated, JADU units made regular single -family units, and site plan modified to provide better view corridors and up to 10% of the units are eliminated. With the conversion of the JADU units, reduction in 3 rd Floor area, and the reduction of units by 10%, there will be an as yet unclear impact on project economics. Developer is open to these ideas but intends that the total saleable square footage will not be more than 10% less than for the prior considered project. This is still being assessed. This plan will provi de significantly enhanced parking including guest parking. Developer and City will utilize best efforts to assure that the Alternative Plan is developed dependent on obtaining permits to eliminate the wharf within an entitlement time frame which does not u nreasonably delay the Project. Developer, within 60 days, shall assess (i) likelihood of obtaining permits, (ii) time frame and delay, (iii) net cost of removing wharf vs. reconstruction, and (iv) impacts on Project.

If Developer elects not to proceed with alternative Project, City may revert the Property.

3. Review. The Project has been remanded back to the DRB and PC for full review and public participation. It is intended that this process be completed within six (6) months. However, given the period involv ed in seeking approvals to remove the wharf, it is contemplated that the initial period to determine viability will be 90 days and then 18 months for processing. City will grant a one-year extension, if necessary.

4. Design Standards. The provisions of Section 4.7.1 of the LDA shall continue to apply to the design of the Project and shall be applied by the DRB. BCARD will provide up three architects/designers to meet with Developer regarding compliance with these Design Standards prior to anything being submitted to DRB.

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01337.0024/846578.12 C-2-7

D. Housing Occupancy
No short-term rentals shall be permitted in the Project. Additionally, the Project CC&Rs shall contain provisions limiting rentals to no more than 25% of the units at a time, similar to the Seacliff Project.

This shall be included in the ALDA.

E. Remediation
Significant remediation needs to be performed on the Project site. Developer commits to: (i) complete environmental characterization of the site as required by the RWQCB (actual reports on RWQCB’s geotracker site) and provide the report concurrently to the BCARD; and (ii) fund up to $50,000 to pay for an independent environmental remediation consultant (s) retained by BCARD to provide comments to RWQCB on behalf of BCARD concerning the carrying out of the remediation work .

Invoices shall be sent to Developer and paid within 30 days.

F. CEQA
.City will reevaluate for the Project if all significant and cumulative impacts for projects in the area have been identified, assessed, and mitigated in accordance with California law . This w ill be presented to the Planning Commission as a part of the CEQA review process and thereafter to the City Council. Nothing herein waives the rights of the citizens to challenge the environmental findings.

G. Miscellaneous

1. Retaining Wall. The design, locatio n, and aesthetics of the retaining wall and fence along the project and the Yacht Club’s common property line shall be agreed by the Yacht Club and the Developer working together in good faith. Provided Developer gets all agency permits, Developer will pay for or reimburse the cost of the retaining wall and fence which shall be built, at a minimum, to the standards in accordance with the Yacht Club’s Conditional Use Permit for West Lot. If no agreement is reached regarding the aesthetics/de sign/location of the fence and/or retaining wall, the Developer shall honor all provisions of the BCARD settlement agreement regarding the fence and wall.

2. Special Tax. Except as expressly provided herein, Cove residents shall not be charged with any spec ial tax, assessment or other cost allocation to pay for construction or maintenance of any park, wharf, Terminal 1 landscaping, or lighting, or any Terminal One Bay Trail section along all sides of Terminal One property including the north section on BCR west of Yacht Club to Dornan Drive.

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1 REVISED EXHIBIT F

GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596
Attn. Robert Kagan/Paul Menzies

APN: 560-042-007 (Space above This Line for Recorder’s Office Use Only) The undersigned grantor declares the County
documentary transfer taxes are equal to $11,000
(Exempt from Recording Fee per Gov. Code § 6103)

GRANT DEED

FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the CITY OF RICHMOND, a municipal corporation and charter city ("Grantor") hereby grants to TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company ("Grantee"), the real property in the City of Richmond , County of Contra Costa, State of California, as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (“Property”).

As conditions of this conveyance, Grantee covenants by and for itself and any successors-in-interest for the benefit of Grantor as follows:

1. Governing Documents . The Property is being conveyed pursuant to that certain Land Disposition Agreement dated as August 6, 2014 by and between Grantor and Grantee as amended by that First Amendment to Land Disposition Agreement dated December 29, 2022 (“LDA”). The LDA is part of public records on file in the office of the City Clerk of the City of Richmond (“City”), located at 450 Civic Center Plaza, Suite 300, Richmond, California 94804, and is incorporated herein by this reference. Any capitalized terms not defined herein shall have the meanings ascribed to them in the LDA. Grantee covenants and agrees for itself and its successors and assigns to develop the Site in accordance with the LDA and t hereafter to use, operate and maintain the Property in accordance with the LDA and this Deed. The Property is also conveyed subject to easements and rights -of-way of record and other matters of record. In the event of any conflict between this Deed and the LDA, the provisions of the LDA shall control.

Notwithstanding the foregoing, the parties agree that the Entitlements and Permits actually issued by City shall control over the LDA.

Upon recordation of this Grant Deed, t hat certain Memorandum of Land Dispo sition Agreement by and between City of Richmond and Terminal One Development LLC. dated August 6, 2014, recorded August 21, 2014 in Official Records under Recorder's Serial Number 2014-0140681-00 is hereby terminated and of no further force and effect.

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2 2. Uses. Grantee may only use the Property for residential uses and other uses consistent with the terms, covenants and conditions as set forth in the LDA. Grantee shall have no right to subdivide, separate, or partition the Property, except upon prior written consent of Grantor. Material breach of the terms, covenants, conditions, and provisions of the LDA not cured pursuant to the terms of the LDA shall be a material breach of this Deed.

Grantee shall operate the business conducted by it on the Property in a prudent manner, exercising sound customary business practices.

3. Term of Restriction . Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor-in-interest to the Property that Grantee, such successors and such assigns, shall develop, operate, maintain or use the Property in accordance with the terms and conditions of the LDA and this Deed (unless expressly waived in writing by Grantor) for the term of twenty (20) years from the date of recordation of the Certificate of Completion (as defined in the LDA); provided that, however, the covenants contained in Sections 7 and 8 below shall remain in effect in perpetuity, shall continue for the term set forth therein.

4. Rights of Reverter and Put. Rights of reverter is set forth in Sections 6.1.9.1 and 6.1.9.2 of the LDA. Grantee has a right to put the Property back to Grantor pursuant to Section 6.9.2 of the LDA.

5. Employment of Local Residents. Grantee covenants that Grantee shall make reasonable efforts to cause all solicitations for full or part -time, new or replacement, employment relating to the continuing operation of the Property by coordinating with local employment centers and agencies a nd advertising in local publications and online. Upon City’s request from time to time, Grantee shall provide a written summary of its efforts under this Section. Grantee shall require any non-residential tenants of the Property to also comply with this covenant.

6. Reservation of Existing Streets. Grantor excepts and reserves any existing street, proposed street, or portion of any street or proposed street lying outside the boundaries of the Property which might otherwise pass with a conveyance of the Property.

7. Non-Discrimination. Grantee covenants that there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Property, or any portion thereof, nor shall Grantee, or any person claiming under or through Grantee, establish or permit any such practice or practices of disc rimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property or any portion thereof. The nondiscrimination and non-segregation covenants contained herein shall remain in effect in perpetuity.

8. Form of Nondiscrimination Clauses in Agreements . Grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin of any person. All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses:

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3 (a) Deeds: In deeds the following language shall appear: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or throug h it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land."
(b) Leases: In leases the following language shall appear: "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, o r national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) Contracts: In contracts pertaining to conveyance of the realty the fol lowing language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land."
The foregoing covenants shall remain in effect in perpetuity.

9. Mortgage Protection . No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by and approved by Grantor pursuant to the LDA; provided, however, that any successor of Grantee to the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. The

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4 foregoing shall limit any rights of holders of any mortgage, deed of trust, or other financing or security instrument set forth in the LDA.

10. Covenants to Run With th e Land. The covenants contained in this Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title, and shall be binding upon Grantee, its heirs, successors and assigns to the Property, whether their interest shall be fee, easement, leasehold, beneficial or otherwise.

IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers or agents hereunto as of December 29, 2022.

GRANTOR:

CITY OF RICHMOND, a municipal
corporation and charter city
By: __________________________
Eduardo Martinez, Vice Mayor

“ATTEST:
___________________________
_______________, ______ City Clerk

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5 ACKNOWLEDGEMENT OF ACCEPTANCE

By its acceptance of this Grant Deed, Grantee hereby agrees as follows:

1. Grantee expressly understands and agrees that the terms of this Grant Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantee's successors and assigns (except as specifically set forth in the Grant Deed).

2. The provisions of this Grant Deed are hereby approved and accepted.

Date:____________, 2022 "DEVELOPER"

TERMINAL ONE DEVELOPMENT LLC,
a Delaware limited liability company

By: ____________________
Zhenwu Wu
Manager

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1 EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

That certain real property in the City of Richmond, County of Contra Costa, State of California as legally described as follows:

CONTINUED ON NEXT PAGE

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3 STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )
On December ____, 2022 before me, __________________________________, a notary public, persona lly appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hi s/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_________________________________________
Notary Public

SEAL:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

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4 EXHIBIT M-1

FIRST NOTE

PURCHASE MONEY NOTE SECURED BY DEED OF TRUST

$ 4,250,000 (“Loan Amount”) December 29, 2022 (“Note Date”)

Of the Note Amount, the Two Hundred Fifty Thousand Dollars ($250,000) is the city transfer taxes which was calculated by the escrow. If, after the Note Date, it is determined that the actual transfer taxes should be less, City will endorse this Note to reduce the Note Amount by the difference. .

Pursuant to the LDA (as defined below), Maker acquired the “Property” (as defined in the LDA). This Note represents a portion of the purchase price for the Property.

This Note is secured by that certain Purchase Money Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith made by and among Maker as trustor, Holder as beneficiary, and Fidelity National Title Insurance Company as trustee, and recorded concurrently with the recordation of the Grant Deed (“Trust Deed”).

Reference is also made to the following addit ional agreements and documents involving Maker and Holder pertaining to the Property:

i. The Grant Deed executed by Holder conveying the Property to Maker which is recorded concurrently with the recordation of the Deed of Trust securing this Note and which includes continuing covenants (“Grant Deed”).

ii. That certain Land Disposition Agreement executed by on August 6, 2014 by and between Holder (as City) and Maker (as Developer) for the sale of the Property to Maker and its development by Maker , as amended by that certain First Amendment to Land Disposition Agreement dated December 29, 2022 (as so amended, the “LDA”).

The documents listed in subparagraphs (i) and (ii) above are referred to herein jointly as the “City Agreements” and individually as an “City Agreement.” The City Agreements are incorporated herein as though fully set forth.

Concurrently with this Note, Maker has executed the following Notes in favor of City

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5 each also secured by a deed of trust against the Property as follows:

(i) that certain Purchase Money Note Secured by Deed of Trust in the principal amount of Five Million Dollars ($5,000,000) (“Second Note”) secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith recorded concurrently with the Trust Deed but in second lien position against the Property (“Second Trust Deed”); and

(ii) that certain Shared Appreciation Note Secured by Deed of Trust in the maximum principal amount of Five Million Dol lars ($5,000,000) (“ Shared Appreciation Note”) secured by that certain Shared Appreciation Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date recorded concurrently with the Trust Deed but in third lien position again st the Property (“Shared Appreciation Trust Deed”).

The Second Note and Shared Appreciation Note are sometimes jointly referred to as the “ Concurrent Notes.” The Second Trust Deed and the Shared Appreciation Trust Deed are sometimes joint referred to as the “Concurrent Trust Deeds.”

1. Defined Terms. Except as otherwise provided herein, the defined terms used in this Note shall have the same meaning as set forth in the LDA.

2. Purpose of Loan. This Note is a purchase money carry-back obligation for a portion of the purchase price related to the sale of the Property in accordance with the LDA.

3. Effective Date. This Note shall be effective as of the date that the Trust Deed is recorded in the O fficial Records of Contra Costa County against the Property (“Effective Date”).

4. Principal Amount . The principal amount of this Note is FOUR MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($4,250,000) (“Principal”).

5. Interest. Commencing as of the Effective Date, interest shall accrue on the principal at the rate of four percent (4%) per annum simple interest until paid in full.

6. Payments.

a. Principal Payments. The principal shall be due and payable as follows:

i. Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) shall be due and payable when all Entitlements have been issued for the Project pursuant to the LDA and all appeal periods have expired without legal challenge (the “First Principal Payment”); and

ii. The balance of the principal shall be due and payable upon the first to occur of:

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6 A. Issuance of the first Residential Unit building permit; or

B. December 15, 2028.

b. Late Charge . If Maker shall fail to make any payment, including the final combined principal and interest installment, within ten (10) days after the date the same is due and payable, a late charge by way of damages shall be immediately due and payable. Maker recogni zes that default by Maker in making the payments herein agreed to be paid when due will result in the City incurring additional expense in servicing the loan, in loss to the City of the use of the money due and in frustration to the City in meeting its other financial and loan commitments. Maker agrees that, if for any reason Maker fails to pay the amounts due under this Note when due, the City hereof shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages. Maker therefore agree that a sum equal to five percent (5%) of each payment which becomes delinquent (“Late Charge”) is a reasonable estimate of said damages to the City of this Note, which sum Maker agree to pay on demand. Prior to collecting any late charge hereunder, City shall comply with the provisions of California Civil Code Section 2954.5, as such section or any successor section may now or hereafter be in effect.

c. Default Interest Rate. Upon the occurrence of a default under this Note, the interest rate shall thereafter be eight percent (8%) per annum.

7. Prepayment. Maker may prepay this Note, in whole or in part, at any time without penalty.

8. Cross-Default.

a. City Agreements . An uncured default by Maker under the terms and conditions of either of the City Agreements shall be a default under this Note.

b. Concurrent Notes and Trust Deeds. An uncured default by Maker under the terms and conditions of either of the Concurrent Notes and/or the Concurrent Deeds of Trust shall be a default under this Note.

c. Trust Deed. An uncured default by Maker under the terms and conditions of the Trust Deed is a default under this Note.

9. Acceleration on Default. In the event Maker is in default under this Note, Holder may, at its option, declare this Note and the entire obligations hereby evidenced immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of matur ity, and notice of the exercise of said option is hereby expressly waived by Maker.

10. Acceleration on Transfer or Encumbrance of Property . The Trust Deed contains the following provision: “Subject to the provisions of Sections 13 and 14 of this Trust

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7 Deed and subject to the terms in Section 11.8 of the LDA, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; o r if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.”

11. Collection Costs; Attorneys’ Fees . If, because of a default under this Note, an attorney is engaged by Holder to enforce of defend any provision of this Note, whether or not suit is filed hereon, then Maker shall pay upon demand reasonable attorneys’ fees, expert witness fees and all cost s so incurred by Holder together with interest thereon until paid at the applicable rate of interest payable hereunder, as if such fees and costs had been added to the principal owing hereunder.

12. Waivers by Maker. Maker and any and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note.

13. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

14. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder.

15. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure.

16. Usury. Notwithstanding any provision in this Note, the total liability for payment in the nature of interest shall not exceed the limit imposed by applicable laws of the State of California.

17. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof.

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8 18. Time of Essence. Time is of the essence in the performance of the obligations and provisions set forth in this Note.

19. No Merger. This Note is senior to Concurrent Notes from Maker to Holder. The debt represented by this Note is separate and distinct from the Concurrent Notes. It is the specific intention of the parties that (i) the obligations under this Note and the Trust Deed and the Concurrent Notes and Concurrent Deeds of Trust shall not be deemed merged; (ii) Beneficiary shall have all rights and remedies under each respective note and deed of trust; and (iii) Holder has the right to foreclose under the respective deeds of trust in any order it chooses.

20. Notices. All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Note shall be in writing and shall be given by personal delivery, certified mail, return receipt r equested, or overnight guaranteed delivery service and addressed as follows:

To Holder: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attn: Shasa Curl, City Manager

With a Copy to: City of Richmond LLP
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attention: David Aleshire, City Attorney

To Maker: Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596

Notices shall be effective upon the earlier of receipt or refusal of delivery. Each party shall promptly notify the other party of any change(s) of address to which notice shall be sent pursuant to this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the Note Date.

MAKER:

TERMINAL ONE DEVELOPMENT LLC,
a Delaware limited liability company

By: ____________________
Zhenwu Wu, Manager

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9 EXHIBIT M-2

FIRST TRUST DEED

APN. 560-042-010 SPACE ABOVE THIS LINE FOR RECORDER’S USE

EXEMPT FROM RECORDING FEES PER GOV. CODE §27383

PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

This PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust ”), is made December 29,, 2022, between TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company (“TRUSTOR”), whose address is 1981 North Broadway, Suite 350, Walnut Creek, CA 94596 and Fidelity National Title Insurance Company, a corporation (“ TRUSTEE”), for the benefit of CITY OF RICHMOND, a California municipal corporation and charter city (“BENEFICIARY”). This Deed of Trust is subject to that certain Rider to Purchase Money Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing attached hereto and incorporated herein by reference.

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, Trustor’s estate, dated on or about the date hereof, in that property in the City of Richmond, County of San Bernardino, State of California, described as on Exhibit A attached hereto and incorporated herein by reference (“Property”) together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the original sum of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) and payment of that certain deferred transfer tax obligation, each such payment with interest thereon according to the terms of that certain Purchase Money Promissory Note Secured by Deed of Trust of even date herewith made by Trustor, payable to order of Beneficiary, and extensions , modifications or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein which specifically references that it is secured by this Deed of Trust; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

This Deed of Trust is subject to the terms of the Rider to Deed of Trust attached hereto and incorporated herein by reference.

To protect the security of this Deed of Trust, and with respect to the Property, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and

RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:

CITY OF RICHMOND
450 Civic Center Plaza Suite 300
Richmond, California 94804
Attention: City Clerk

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10 all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the bo ok and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Contra
Costa
T-
3878
874 Sacramento 5039 124 Sonoma 2067 427
Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis
Obispo
1311 137 Tulare 2530 108
Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Contra Costa 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774

shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at the address hereinbefore set forth.

TRUSTOR:

ONE TERMINAL DEVELOPMENT LLC,
a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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11 The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.
2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby an d in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any ease ment thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Tr ustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held

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12 hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.

The Grantee in such reconveyance may be described as “the person or persons legally entitled thereto.” 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
6) That upon default b y Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee thi s Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale.

Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to p ayment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, inc luding pledges, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

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13 DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
TO _________________________________, TRUSTEE:

The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you unde r the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated ____________

_____________________________
Please mail Deed of Trust,
Note and Reconveyance to ______________________________________________________

DO NOTE lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

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1 RIDER TO PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

THIS RIDER TO PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Rider”) is executed this 29th day of December 2022, by TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company (“Trustor”) in favor of the CITY OF RICHMOND, a California municipal corporation and charter city (“Beneficiary”) who are the same parties to that certain Purchase Money Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing of even date herewith, to which this Rider is attached. This Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede any conflicting term or provision of the form Deed of Trust to which it is attached.

This Deed of Trust secures that certain Purchase Money Promissory Note Secured by Deed of Trust by and between Trustor (as Borrower) and Beneficiary (as Lender) of even date herewith in the principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000), and the additional payment of that certain deferred transfer tax obligation, as set forth therein, and any modifications, extensions or renewals (“Note”).

(iv) That certain Shared Appreciation Note Secured by Deed of Trust in the maximum principal amount of Five Million Dollars ($5,000,000) (“Shared Appreciation Note”) secured by that certain Shared Appreciation Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date therewith and recorded concurrently with this Deed of T rust but in third lien position against the Property (“ Shared Appreciation Trust Deed”).

The Grant Deed and LDA are sometimes jointly referred to as the “City Agreements” and individually as a “City Agreement.”

The Junior Note and Shared Appreciation Note are sometimes jointly referred to as the “Concurrent Notes.” The Junior Trust Deed and the Shared Appreciation Trust Deed are sometimes jointly referred to as the “Concurrent Trust Deeds.”

The parties hereto agree:

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2 1. Property. The estate s ubject to this Deed of Trust is Trustor’s fee estate in the real property legally described in this Deed of Trust (“Property”). In addition, Trustor grants to Beneficiary a security interest in all of Trustor’s rights, title, and interest in and to the following:
(a) All present and future equipment (as those terms are defined in the California Commercial Code) and all other present and future personal property now or hereafter located at, upon or about the Property which is to be used solely in connection with or relating to the repair and maintenance of Property and/or the improvements thereon, including without limitation all present and future furniture, furnishings, fixtures, goods, tools, machinery, plumbing and plumbing material and supplies, concret e, lumber, hardware, electrical wiring and electrical material and supplies, heating and air conditioning material and supplies, roofing material and supplies, window material and supplies, doors, paint, drywall, insulation, cabinets, ceramic material and supplies, flooring, carpeting, appliances, fencing, landscaping and all other materials, supplies and property of every kind and nature.
(b) All present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or the improvements located thereon, including without limitation: (i) all rights to the payment of money, in cluding escrow proceeds arising out of the sale or other disposition of all or any portion of the Property; (ii) all architectural, engineering, design and other plans, specifications and drawings relating to the development of the Property and/or any construction thereon; (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi -governmental authority in connection with the development, construction, use, occupancy or operation of the Property; (iv) any and all agreements relating to the development, construction, use, occupancy and/or operation of the Property between Trustor and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or supplier of materials; (v) all lease, rental or occupancy agreements and payments received thereunder; (vi) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, development, construction, use, occupancy or o peration of the Property; (vii) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property; and (viii) all water stock, if any, relating to any Property and all shares of stock or other evidence of ownership of any part of or interest in any Property that is owned by Trustor in common with others; and (ix) all supplements, modifications and amendments to the foregoing.
(c) All fixtures located upon or within the Property or now or hereafter attached to, installed in, or used or intended for use in connection with the Property, including without limitation any and all partitions, generators, screens, awnings, boilers, furnaces, pipes, plumbing, elevators, cleaning, call and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating ventilating, air conditioning and air cooling equipment, and gas and electric machinery and equipment.

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3 (d) All present and future accessories, additions, attachments, replacements and substitutions of or to any or all of the foregoing.
(e) All cash and noncash proceeds and products of any and all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible pro perty received upon a sale or other disposition of any of the foregoing.

2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations (“Secured Obligations”):
(a) Payment to Beneficiary of all indebtedness at any time owing under the terms of the Note;
(b) Payment and performance of all obligations of Trustor under this Deed of Trust;
(c) Payment and performance of all future advances and other obligations of Trustor or any other person, firm, or entity with the a pproval of Trustor, may agree to pay and/or perform for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and
(d) All modifications, extensions and renewals of any of the obligatio ns secured hereby, however evidenced.

Note: (i) The City Agreements are not secured by this Deed of Trust; however, a default by Trustor under a City Agreement shall be a default under this Deed of Trust. (ii) The Concurrent Notes are not secured by this Deed of Trust; however, a default by Trustor under a Concurrent Note shall be a default under this Deed of Trust.

3. Obligations. The term “obligations” is used herein in its broadest and most comprehensive sense and shall be deemed to include, without limitation, all interest and charges, late charges and fees at any time accruing or assessed on any of the Secured Obligations. All persons who may have or acquire an interest in the Property shall be deemed to have notice of the terms of all of the foregoing documents.

4. Cross Default. An uncured default by Trustor under the terms and conditions of the Note, a Concurrent Note or a City Agreement shall be a default under this Deed of Trust.

5. Mortgagee-in-Possession. Neither the assignment of rents set forth in this Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a “mortgagee -in-possession” or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. The appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, shall not be deemed to make Beneficiary a “mortgagee -in-possession” or otherwise liable in any manner with respect to the Property.

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4 6. No Cure. In the event Beneficiary collects and receives any rents under this Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a cure of the default.

7. Possession upon Default. Upon the occurrence of a default, Benef iciary may, at its option, move ex parte for the appointment of a receiver for the Property, and without in any way waiving such default, have the receiver take possession of the Property and have, hold, manage, lease and operate the same, on such terms and for such period of time as Beneficiary may deem proper and the appointing court shall approve, and may collect and receive all rents and profits, with full power to make, from time to time, all alterations, renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Property, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Note, and premiums for insurance, with interest on all such items; an d (c) the indebtedness secured hereby, together with all costs and attorney’s fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Trustor or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Trustor after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith.

8. Acceleration. Subject to the provisions of Sections 13 and 14 of this Trust Deed and subject to the terms in Section 11.8 of the LDA, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or the LDA, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.

9. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at law or in equity, if a default shall have occurred,

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5 Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex parte application , subject to such notice as local rules of court may require. The expenses, including receiver’s fe es, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust.

10. Security Agreement and Fixture Filing. This Deed of Trust also constitutes a security agreement with respect to all personal property in which Beneficiary is granted a security interest under Section 1 above, and Beneficiary shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in California (“California Uniform Comme rcial Code ”) as well as all other rights and remedies available at law or in equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney -in-fact of Trustor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in order to impose, perfect or continue the perfection of, the lien or security interest created hereby. Trustor and Beneficiary agree that the filing of a financing statement in the record normally having to do with personal property shall never be construed as in any way derogating from or impairing the lien of this Deed of Trust and the intention of Trustor and Beneficiary that everything used in connection with the operation or occupancy of the Property is and at all times and for all purposes and in all proceedings, both legal and equitable, shall be reg arded as real property or goods which are or are to become fixtures, irrespective of whether (i) any such item is physically attached to the buildings and improvements on the Property; (ii) serial numbers are used for the better identification of certain e quipment items capable of being filed by the Beneficiary; or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Such mention in the financing statements is declared to be for the protection of the Benefici ary in the event any court or judge shall at any time hold that notice of Beneficiary’s priority of interest must be filed in the California Commercial Code records to be effective against a particular class of persons, including, but not limited to, the f ederal government and any subdivision or entity of the federal government. Trustor covenants and agrees to reimburse Beneficiary for any costs incurred in filing such financing statement and any continuation statements.

Upon the occurrence of default hereu nder, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary shall have the right to cause any of the Property which is personal property and subject to the security interest of Beneficiary hereunder to be sold at any one or more public or private sales as permitted by applicable law, and Beneficiary shall further have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law, specifically including without limitation the right to proceed as to both the real property and the personal property contained within the Property as permitted by Uniform Commercial Code Section 9501(4), including conducting a unified sale thereof. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Any

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6 person, including both Trustee and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition.

This Deed of Trust constitutes a fixture filing under Sections 9102 and 9502 of the California Uniform Commercial Code, as amended or recodified from time to time.

11. Notices, Demands, and Communications . Formal notices, demands, and communications between Trustor and Beneficiary shall be given by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to:

To Holder: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attn: Shasa Curl, City Manager

With a Copy to: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attention: David Aleshire, City Attorney

To Maker: Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596

Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed shall be deemed effective on the second (2 nd) business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail.

12. No Merger. This Deed of Trust is senior to the Junior Trust Deed and the Shared Appreciation Deed of Trust. The debt represented by the Note secured by this Deed of Trust is separate and distinct from the Concurrent Notes. It is the specific intention o f the parties that (i) the obligations under the Concurrent Notes and Concurrent Deeds of Trust shall not be deemed merged; (ii) Beneficiary shall have all rights and remedies under each respective note and deed of trust; and (iii) Beneficiary has the righ t to foreclose the respective deeds of trust in any order it chooses.

IN WITNESS WHEREOF, Trustor has executed this Rider concurrently with this Deed of Trust to which it is attached.

TRUSTOR:

ONE TERMINAL DEVELOPMENT LLC,

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7 a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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1 EXHIBIT “A”

LEGAL DESCRIPTION

That certain real property in the City of Richmond, County of Contra Costa, State of California legally described as follows:

CONTINUED ON NEXT PAGE

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1 STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )

On December ___, 2022 before me, __________________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within in strument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

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1 EXHIBIT N-1

SECOND NOTE

PURCHASE MONEY NOTE SECURED BY DEED OF TRUST

$ 5,000,000 (“Loan Amount”) December 29, 2022 (“Note Date”)

Reference is also made to the following additional agreements and documents involving Maker and Holder pertaining to the Property:

i. The Grant Deed executed by Holder conveying the Property t o Maker which is recorded concurrently with the recordation of the Deed of Trust securing this Note and which includes continuing covenants (“Grant Deed”).

ii. That certain Land Disposition Agreement executed by on August 6, 2014 by and between Holder (as City) and Maker (as Developer) for the sale of the Property to Maker and its development by Make r as amended by that certain First Amendment to Land Disposition Agreement dated December 29, 2022 (as so amended the “LDA”).

The documents listed in subparagraphs (i) and (ii) above are referred to herein jointly as the “ City Agreements” and individually as an “ City Agreement.” The City Agreements are incorporated herein as though fully set forth.

Concurrently with this Note, Maker has executed the following Notes in favor of City each to also secured by a deed of trust against the Property:

(i) that certain Purchase Money Note Secured by Deed of Trust in the principal amount of Four Million Two Hundred Fifty Thousand Dollars ( $4,250,000) (“Senior Note”) secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith recorded concurrently with the Trust Deed but in first lien position against the Property (“Senior Trust Deed”); and

(ii) that certain Shared Appreciation Note Secured by Deed of Trust in the maximum principal amount of Five Million D ollars ($5,000,000) (“Shared Appreciation

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2 Note”) secured by that certain Shared Appreciation Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith made by and among Maker as trustor, Holder as beneficiary, and Fidelity National Title Insurance Company as trustee, and recorded concurrently with the Trust Deed but in third lien position against the Property (“Shared Appreciation Trust Deed”).

The Senior Note and Shared Appreciation Note are sometimes jointly referred to as the “Concurrent Notes”. The Senior Trust Deed and the Shared Appreciation Trust Deed are sometimes joint referred to as the “Concurrent Trust Deeds.”

1. Defined Terms. Except as otherwise provided herein, the defined terms used in this Note shall have the same meaning as set forth in the LDA.

2. Purpose of Loan. This Note is a purchase money carry-back obligation for a portion of the purchase price related to the sale of the Property in accordance with the LDA.

3. Effective Date. This Note shall be effective as of the date that the Trust Deed is recorded in the Official Records of Contra Costa County against the Property (“Effective Date”).

4. Principal Amount . The principal amount of this Note is FIVE MILLION DOLLARS ($5,000,000) (“Principal”).

5. Interest. Commencing as of the Effective Date, interest shall accrue on the principal at the rate of four percent (4%) per annum simple interest until paid in full.

6. Payments.

a. Principal Payment. The principal shall be due and payable upon the first to occur of:

(i) Issuance of the building permit for or which includes the fiftieth (50th) Residential Unit; or

(ii) December 15, 2028.

Maker therefore agree that a sum equal to five percent (5%) of each payment which becomes delinquent (“Late Charge”) is a reasonable estimate of said damages to the City of this Note, which sum Maker agree to pay on demand. Prior to collecting any late charge hereunder, City shall comply with the provisions of California Civil Code Section 2954.5, as such section or any successor section may now or hereafter be in effect.

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3 c. Default Interest Rate. Upon the occurrence of a default under this Note, the interest rate shall thereafter be eight percent (8%) per annum.

7. Prepayment. Maker may prepay this Note in whole or in part at any time without penalty.

8. Cross-Default.

a. City Agreements. An uncured default by Maker under the terms and conditions of either of the City Agreements shall be a default under this Note.

b. Concurrent Notes and Trust Deeds . An uncured default by Maker under the terms and conditions of either of the Concurrent Notes and/or the Concurrent Deeds of Trust shall be a default under this Note.

c. Trust Deed. An uncured default by Maker under the terms and conditions of the Trust Deed is a default under this Note.

9. Acceleration on Default. In the event Maker is in default under this Note, Holder may, at its option, declare this Note and the entire obligations hereby evidenced immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity, and notice of the exercise of said option is hereby expressly waived by Maker.

10. Acceleration on Transfer or Encumbrance of Property . The Trust Deed contains the following provision: “Subject to the provisions of Sections 13 and 14 of this Trust Deed and subject to the terms in Section 11.8 of the LDA, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.”

11. Collection Costs; Attorneys’ Fees. If, because of a default under this Note, an attorney is engaged by Holder to enforce of defend any provision of this Note, whether or not suit is filed hereon, then Maker shall pay upon demand reasonable attorneys’ fees, expert witness fees and all costs so incurred by Holder together with interest thereon until paid at the applicable rate of interest payable hereunder, as if such fees and costs had been added to the principal owing hereunder.

12. Waivers by Maker. Maker and any and all endorsers, guaran tors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note.

13. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions

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4 unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

15. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with resp ect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure.

16. Usury. Notwithstanding any provision in this Note, the total liability for payment in the nature of interest shall not exceed the limit i mposed by applicable laws of the State of California.

17. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof.

18. Subordination. Provided Maker is not in default, City agrees to subordinate the Trust Deed for construction financing for the Residential Units subject to the terms and conditions set forth in the Trust Deed.

19. Time of Essence . Time is of the essence in the performance of the obligatio ns and provisions set forth in this Note.

20. No Merger. This Note is junior to the Senior Note and senior to the Shared Appreciation Note. The debt represented by this Note is separate and distinct from the Concurrent Notes. It is the specific intention of the parties that (i) the obligations under this Note and the Trust Deed and the Concurrent Notes and Concurrent Deeds of Trust shall not be deemed merged; (ii) Beneficiary shall have all rights and remedies under each respective note and deed of trust; and (iii) Holder has the right to foreclose under the respective deeds of trust in any order it chooses.

21. Notices. All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Note shall be in writing and shall be given by personal delivery, certified mail, return receipt requested, or overnight guaranteed delivery service and addressed as follows:

To Holder: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attn: Shasa Curl, City Manager

With a Copy to: City of Richmond LLP
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attention: David Aleshire, City Attorney

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5 To Maker: Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596

IN WITNESS WHEREOF, Maker has executed this Note as of the Note Date.

MAKER:

TERMINAL ONE DEVELOPMENT LLC,
a Delaware limited liability company

By: ____________________
Zhenwu Wu, Manager

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01337.0024/839568.3 6

EXHIBIT N-2

SECOND TRUST DEED

APN. 560-042-010 SPACE ABOVE THIS LINE FOR RECORDER’S USE

EXEMPT FROM RECORDING FEES PER GOV. CODE §27383

PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

This PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust ”), is made December 29, 2022, between TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company (“TRUSTOR”), whose address is 1981 North Broadway, Suite 350, Walnut Creek, CA 94596 and Fidelity National Title Insurance Company, a corporation (“ TRUSTEE”), for the benefit of C ITY OF RICHMOND, a California municipal corporation and charter city (“BENEFICIARY”). This Deed of Trust is subject to that certain Rider to Purchase Money Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing attached hereto and incorporated herein by reference.

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, Trustor’s estate, dated on or about the date hereof, in that property in the City of Richmond, County of San Bernardino, State of California, described as on Exhibit A attached hereto and incorporated herein by reference (“Property”) together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the original sum of Five Million Dollars ($5,000,000) with interest thereon according to the terms of that certain Purchase Money Promissory Note Secured by Deed of Trust of even date herewith made by Trustor, payable to order of Beneficiary, and extensions , modifications or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein which specifically references that it is secured by this Deed of Trust ; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

This Deed of Trust is subject to the terms of the Rider to Deed of Trust attached hereto and incorporated herein by reference.

RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:

CITY OF RICHMOND
450 Civic Center Plaza Suite 300
Richmond, California 94804
Attention: City Clerk

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7 Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the coun ty where said property is located, noted below opposite the name of such county, namely:

shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed o f Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, reque sts that a copy of any notice of default and any notice of sale hereunder be mailed to him at the address hereinbefore set forth.

TRUSTOR:

ONE TERMINAL DEVELOPMENT LLC,
a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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8 The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

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9 hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.

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10 DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
TO _________________________________, TRUSTEE:

The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated ____________

_____________________________
Please mail Deed of Trust,
Note and Reconveyance to ______________________________________________________

DO NOTE lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

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1 RIDER TO PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

THIS RIDER TO PURCHASE MONEY DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEME NT AND FIXTURE FILING (“Rider”) is executed this 29th day of December, 2022, by TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company (“Trustor”) in favor of the CITY OF RICHMOND, a California municipal corporation and charter city (“ Beneficiary”) who are the same parties to that certain Purchase Money Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing of even date herewith, to which this Rider is attached. This Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede any conflicting term or provision of the form Deed of Trust to which it is attached.

This Deed of Trust secures that certain Purchase Money Promissory Note Secured by Deed of Trust by and between Trustor (as Borrower) and Beneficiary (as Lender) of even date herewith in the principal amount of Five Million Dollars ($5,000,000) and any modifications, extensions or renewals (“Note”).

Reference is made to the following documents:
(i) Beneficiary sold the Property (as defined below) to Trustor pursuant to that certain Grant Deed which was recorded immediately prior to this Deed of Trust which contains numerous continuing covenants of Trustor (“Grant Deed”).
(ii) Beneficiary acquired the Property from Trustor pursuant to that certain Land Disposition Agreement dated August 6, 2014 as amended by that certain First Amendment to Land Disposition Agreement dated December 29, 2022 (as so amended, the “LDA”). (iii) That certain Purchase Money Note Secured by Deed of Trust in the principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (“Senior Note”) secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and F ixture Filing of even date therewith recorded concurrently with this Deed of Trust but which is in first lien position against the Property (“Senior Trust Deed”).

(iv) That certain Shared Appreciation Note Secured by Deed of Trust in the maximum principal amount of Five Million Dollars ($5,000,000) (“Shared Appreciation Note”) secured by that certain Shared Appreciation Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date therewith and recorded concurrently with this Deed of Trust but in third lien position against the Property (“ Shared Appreciation Trust Deed”).

The Grant Deed and LDA are sometimes jointly referred to as the “City Agreements” and individually as a “City Agreement.”

The Senior Note and Shared Appreciation Note are sometimes jointly referred to as the “Concurrent Notes.” The Senior Trust Deed and the Shared Appreciation Trust Deed are sometimes jointly referred to as the “Concurrent Trust Deeds.”

The parties hereto agree:

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(a) All present and future equipment (as those terms are defined in the California Commercial Code) and all other present and future personal property now or hereafter located at, upon or about the Property which is to be used sol ely in connection with or relating to the repair and maintenance of Property and/or the improvements thereon, including without limitation all present and future furniture, furnishings, fixtures, goods, tools, machinery, plumbing and plumbing material and supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies, heating and air conditioning material and supplies, roofing material and supplies, window material and supplies, doors, paint, drywall, insulation, cabinets, cera mic material and supplies, flooring, carpeting, appliances, fencing, landscaping and all other materials, supplies and property of every kind and nature.

(b) All present and future accounts, general intangibles, chattel paper, contract rights, deposit acc ounts, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or the improvements located thereon, including without limitation: (i) all rights to the pa yment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property; (ii) all architectural, engineering, design and other plans, specifications and drawings relating to the development of the Property and/or any construction thereon; (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi -governmental authority in connection with the development, construction, use, occupancy or operation of the Property; (iv) any and all agreements relating to the development, construction, use, occupancy and/or operation of the Property between Trustor and any contractor, subcontractor, project manager or supervisor, archit ect, engineer, laborer or supplier of materials; (v) all lease, rental or occupancy agreements and payments received thereunder; (vi) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, development, construction, use, occupancy or operation of the Property; (vii) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property; and (viii) all water stock, if any, relating to any Property and all shares of stock or other evidence of ownership of any part of or interest in any Property that is owned by Trustor in common with others; and (ix) all supplements, modifications and amendments to the foregoing.

(c) All fixtures located upon or within the Property or now or hereafter attached to, installed in, or used or intended for use in connection with the Property, including without limitation any and all partitions, generators, screens, awnings, boilers, furnaces, pipes, plumbing, elevators, cle aning, call and

Page 925 of 1061 ends

3 sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating ventilating, air conditioning and air cooling equipment, and gas and electric machinery and equipment.

(d) All present and future accessories, additions, attachments, replacements and substitutions of or to any or all of the foregoing.

(e) All cash and noncash proceeds and products of any and all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing.

2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations (“Secured Obligations”):
(a) Payment to Beneficiary of all indebtedness at any time owing under the terms of the Note;
(b) Payment and performance of all obligations of Trustor under this Deed of Trust; (c) Payment and performance of all future advances and other obligations of Trustor or any other pe rson, firm, or entity with the approval of Trustor, may agree to pay and/or perform for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and
(d) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced.

4. Cross Default. An uncured default by Trustor under the terms and conditions of the Note, a Concurrent Note or a City Agreement shall be a default under this Deed of Trust.

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4 by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, shall not be deemed to make Beneficiary a “mortgagee -in-possession” or otherwise liable in any manner with respect to the Property.

6. No Cure. In the event Beneficiary collects and receives any rents under this Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a cure of the default.

7. Possession upon Default. Upon the occurrence of a default, Beneficiary may, at its option, move ex parte for the appointment of a receiver for the Property, and without in any way waiving such default, have the receiver take possession of the Property and have, hold, manage, lease and operate the same, on such terms and for such period of time as Beneficiary may deem proper and the appointing court shall approve, and may collect and receive all rents and profits, with full power to make, from time to time, all alterations, renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Prop erty, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness secured hereby, together with all costs and attorney’s fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Trustor or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Trustor after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith.

8. Acceleration. Subject to the provisions of Sections 13 and 14 of this Trust Deed and subject to the terms in Section 11.8 of the LDA, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether volu ntarily or involuntarily; or if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficia ry’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due

Page 927 of 1061 ends

5 and payable and may exercise all rights and remedies in this Deed of Trust.

9. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at law or in equity, if a default shall have occurred, Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for t he Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex parte application, subject to such notice as local rules of court may require. The expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust

10. Security Agreement and Fixture Filing . This Deed of Trust also constitutes a security agreement with respect to all personal property in which Beneficiary is granted a security interest under Section 1 above, and Beneficiary shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in California (“California Uniform Commercial Code”) as well as all other rights and remedies avail able at law or in equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor, to execute, deliver and, if appropriate, to file with the appropriate filing offic er or office such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in order to impose, perfect or continue the perfection of, the lien or security interest created hereby. Trustor and Beneficiary agree that the filing of a financing statement in the record normally having to do with personal property shall never be construed as in any way derogating from or impairing the lien of this Deed of Trust and the intention of Trustor and B eneficiary that everything used in connection with the operation or occupancy of the Property is and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property or goods which are or are to become fixtures, irrespective of whether (i) any such item is physically attached to the buildings and improvements on the Property; (ii) serial numbers are used for the better identification of certain equipment items capable of being filed by the Beneficiary; o r (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Such mention in the financing statements is declared to be for the protection of the Beneficiary in the event any court or judge shall at any time hold that notice of Beneficiary’s priority of interest must be filed in the California Commercial Code records to be effective against a particular class of persons, including, but not limited to, the federal government and any subdivision or entity of the federal government. Trustor covenants and agrees to reimburse Beneficiary for any costs incurred in filing such financing statement and any continuation statements.

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6 by applic able law, and Beneficiary shall further have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law, specifically including without limitation the right to proceed as to both the real property and the personal property contained within the Property as permitted by Uniform Commercial Code Section 9501(4), including conducting a unified sale thereof. Any such disposition may be conducted by an employee or agent of Beneficiary or Trus tee. Any person, including both Trustee and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition.

This Deed of Trust consti tutes a fixture filing under Sections 9102 and 9502 of the California Uniform Commercial Code, as amended or recodified from time to time.

To Holder: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attn: Shasa Curl, City Manager

With a Copy to: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attention: David Aleshire, City Attorney

To Maker: Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596

12. No Merger. This Deed of Trust is senior to Shared Appreciation Deed of Trust and junior to the Senior Trust Deed. The debt represented by the Note secured by this Deed of Trust is separate and distinct from the Concurrent Notes. It is the specific intention of the parties that (i) the obligations under the Concurrent Notes and Concurrent Deeds of Trust shall not be deemed merged; (ii) Beneficiary shall have all rights and remedies under each respective note and deed of trust; and (iii) Beneficiary has the right to foreclose the respect ive deeds of trust in any order it chooses.

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7 13. Subordination. Beneficiary agrees to subordinate this Deed of Trust, to a deed of trust securing a construction loan made to Trustor for financing the construction of the Residential Units (as defined in the LDA). The City Manager of Beneficiary is hereby authorized and directed to execute such subordination agreements and/or other documents as may be reasonably requested by the construction lender and approved by the City Attorney. The execution of such agreements is subject to the requirement that such agreements contai n written provisions which the City Manager finds are consistent with the standard requirements imposed by the construction lender and commonly required for construction financing of similar projects in Contra Costa County and the subordination requirements set forth in this provision.

Beneficiary shall only be required to subordinate this Deed of Trust to a construction loan provided the following requirements are satisfied:

a. Trustor is not in default under any obligations to the Beneficiary including, b ut not limited to, the Note, this Deed of Trust, the City Agreements and the Concurrent Notes and Concurrent Trust Deeds.

b. The senior lien shall be a construction loan with the proceeds to be used solely for construction of the Residential Units , related site improvements and infrastructure required under the LDA, and site stabilization and remediation, with no land draw permitted. The loan agreement shall mandate a construction disbursement control system providing for period disbursements based upon submission of mechanic lien releases and inspection reports confirming the completion of the work. The lender’s approved loan budget shall be subject to the reasonable initial review and approval of Beneficiary, as a condition to subordination to the construction loan, and Trustor shall use commercially reasonable efforts to obtain for Beneficiary a copy of the senior lender’s appraisal for the proposed construction project.

c. The interest rate and other terms shall be commercially reasonable for similar projects in Contra Costa County.

d. The senior lender agrees to provide Beneficiary with any notices of default which are provided by the senior lender to Trustor and to provide Beneficiary with the right (but not the obligation) to cure any default within the same period afforded Trustor for cure.

e. Beneficiary will execute a subordination agreement for recordation as reasonably required by a title company to provide title insurance for the senior loan.

f. A request for notice of delinquency and a request fo r notice of default shall be recorded concurrently with the subordination agreement.

g. Concurrently with the recordation of the subordination agreement, Beneficiary’s loan title policy shall be updated as required by Beneficiary at Trustor’s cost and expense insuring this Deed of Trust is junior only to the specified approved senior loan.

h. Beneficiary shall be provided complete executed copies of all senior loan documents,

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8 subject to such commercially reasonable confidentiality requirements and procedures as the senior lender may require of Beneficiary.

i. Beneficiary shall be reimbursed for all reasonable out -of-pocket costs (including attorney fees) incurred with respect to the review, approval and execution of the subordination agreement.

Beneficiary shall be entitled to prompt reimbursement from Trustor for any costs associated with curing a default on a senior lien. If not paid by Trustor, such sum shall be added to the Note and secured by the Deed of Trust.

14. Partial Releases. At any time, from time-to-time, provided that no default exists under the Note or this Deed of Trust, Trustor shall be entitled to partial release of a portion of the Property which is a completed residential unit (a “ Residential Unit”), upon and subject to the following conditions:
a. Any portion of the Property to be released must be a legal parcel in accordance with the Subdivision Map Act.
b. The Project CC&Rs (as required by the City as part of the entitlements) have been recorded against the entire Property.
c. Trustor shall provide to Beneficiary a fully executed copy of the executed purchase and sale agreement for the sale of the applicable Residential Unit to a homebuyer for Beneficiary’s review and approval (which shall not be unreasonably withheld) (“Homebuyer PSA”).
d. The release price for each Residential Unit shall be One Hundred Thousand Dollars ($100,000) (“Release Price”).
e. Concurrently with any partial release under this Deed of Trust, the same Residential Unit must also be released from the Shared Appreciation Trust Deed pursuant to the terms thereof.
f. The portions of the Property remaining subject to this Deed of Trust shall have adequate ingress and egress and direct access to dedicated public streets and utilities.
g. The following procedures shall be used for all releases:
i. Trustor's written request for the release must give the legal description of the Residential Unit to be released and must request Beneficiary to deposit its authorization for the partial release and its demand for payment and conditions including a specified escrow, which must be a title company or escrow company qualified and licensed to do an escrow business in California. The request must state the name and address of the escrow holder where the authorization for the partial release and demand are to be sent, the name of the escrow officer, and the escrow number.

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9 ii. A new title policy or applicable endorsement as required by Beneficiary to the original loan title policy issued to Beneficiary must be issued as a condition to the release.
iii. To protect the buyer of the Residential Unit from delay in closing the pending sale of the Residential Unit, Beneficiary will use reasonably diligent commercial efforts to expedite deposit of the authorization for the partial release and its demand in the escrow, bu t Beneficiary shall be obligated to do so only if Beneficiary has received from Trustor satisfactory evidence that all of the conditions to the release set forth herein have been satisfied.
iv. No release by Beneficiary will affect any of Trustor's obligations under this Deed of Trust or the other loan documents, except to the extent that payment is actually received by Beneficiary. Any payments made by Trustor to Beneficiary for the release will be credited against the indebtedness secured by this Deed of Trus t only upon actual receipt of the funds by Beneficiary. Checks received by Beneficiary will not be considered as payment until they are collected. Trustor will be fully responsible for the proper performance of Beneficiary's demand by the escrow holder.
v. Trustor will pay all reasonable out-of-pocket costs and expenses incurred in connection with any releases, including, but not limited to, any and all trustee's fees, reconveyance fees, recording fees, premiums for title insurance endorsements, Beneficiary's costs in connection with such release(s), and escrow fees.

IN WITNESS WHEREOF, Trustor has executed this Rider concurrently with this Deed of Trust to which it is attached.

TRUSTOR:

ONE TERMINAL DEVELOPMENT LLC,
a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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1 EXHIBIT "A"

LEGAL DESCRIPTION

That certain real property in the City of Richmond, County of Contra Costa, State of California legally described as follows:

CONTINUED ON NEXT PAGE

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1 STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )

On December __, 2022 before me, __________________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of sati sfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

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1 EXHIBIT O-1

SHARED APPRECIATION NOTE

SHARED APPRECIATION NOTE SECURED BY DEED OF TRUST

$ 5,000,000 (“ Maximum Note Amount”)

December 29, 2022 (“Note Date”)

FOR VALUE RECEIVED, TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company (“Maker”) hereby promises to pay to the order of the CITY OF RICHMOND, a municipal corporation and city charter, or order (“Holder” or “City”) at a place designated by Holder, the principal amount equal to the lesser of: (i) sum of FIVE MILLION DOLLARS ($5,000,000), or (ii) an amount equal to Fifteen Percent (15%) of the difference between (a) the actual total sales prices of the Residential Units of the Project as it is finally entitled (“Actual Total Sales Prices”), and (b) the total sales prices of the Residential Units as projected by Developer at commencement of construction (“ Projected Total Sales Prices”) and reported to the City by Developer’s affidavit specifying the Projected Total Sales Prices which shall be subject to Land ECON Group review and reasonable approval (“Note Amount”), plus any accrued interest (as specified below), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof.

This Note is secured by that certain Shared Appreciation Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith made by and among Maker as trustor, Holder as be neficiary, and Fidelity National Title Insurance Company as trustee, and recorded concurrently with the recordation of the Grant Deed (“Trust Deed”).

Reference is also made to the following additional agreements and documents involving Maker and Holder pertaining to the Property:

ii. That certain Land Disposition Agreement executed by on August 6, 2014 by and between Holder (as City) and Maker (as Developer) for the sale of the Property to Maker and its development by Maker as amended by that certain First Amendment to Land Disposition Agre ement dated December 29, 2022 (as so amended, the “LDA”).

The documents listed in subparagraphs (i) and (ii) above are referred to herein jointly as the “City Agreements” and individually as an “ City Agreement.” The City Agreements are incorporated herein as though fully set forth.

Concurrently with this Note, Maker has executed the following Notes in favor of City each to also secured by a deed of trust against the Property:

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2 (i) that certain Purchase Money Note Secured by Deed of Trust in the principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (“ First Note”) secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith recorded concurrently with the Trust Deed but in first lien position against the Property (“First Trust Deed”); and

(ii) that certain Purchase Money Note Secured by Deed of Trust in the principal amount of Five Million Dollars ($5,000,000) (“Second Note”) secured by that certain with Assignment o f Rents, Security Agreement and Fixture Filing of even date therewith recorded concurrently with the Trust Deed but in second lien position against the Property (“Second Trust Deed”).

The First Note and Second Note are sometimes jointly referred to as the “Concurrent Notes ”. The First Trust Deed and the Second Trust Deed are sometimes joint referred to as the “Concurrent Trust Deeds.”

1. Defined Terms. Except as otherwise provided herein, the defined terms used in this Note shall have the same meaning as set forth in the LDA.

2. Purpose of Loan. This Note is a purchase money carry-back obligation for a portion of the purchase price related to the sale of the Property in accordance with the LDA.

3. Effective Date. This Note shall be effective as of the date that the Trust Deed is recorded in the Official Records of Contra Costa County against the Property (“Effective Date”).

4. Principal Amount.

a. “Principal Amount.” The principal amount of this Note is equal to the lesser of: (i) sum of FIVE MILLION DOLLARS ($5,000,000), or (ii) an amount equal to Fifteen Percent (15%) of the difference between (a) Actual Total Sales Prices and the Projected Total Sales Pr ices and reported to the City by Developer’s affidavit and approved by City as set forth above.

b. Accounting. Maker shall provide Holder with a monthly accounting report as to the sales of Residential Units which shall include the gross sales amount for all the Residential Units. Holder shall have the right to audit Maker’s books and records upon reasonable notice.

5. Interest. The Principal Amount shall not bear interest, provided however, upon the occurrence of a default under this Note, the Principal Amo unt shall bear interest at eight percent (8%) per annum.

6. Payments. Commencing as of the Effective Date and continuing until paid in full, when the total of actual sales prices of Residential Units exceeds the Projected Total Sales Prices, Fifteen Percent (15%) of the sales price of each Residential Unit subsequently sold (“Partial Payments") will be placed in a neutral escrow account to which both Maker and Holder are parties. If and when the total in the escrow account equals or

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3 exceeds the sum of Five Million ($5,000,000), the sum of Five Million ($5,000,000) will be released from the escrow account to Holder, any amount in excess of Five Million Dollars ($5,000,000) will be released from the escrow account to Maker, and the escrow account will be closed. Upon sale of the last Residential Unit without any of the escrow funds having been previously released to City, the total balance of the escrow account, if any, shall be released from the escrow account to Holder and the escrow account shall be closed.

7. Prepayment. Maker may prepay the maximum amount of this Note at any time without penalty.

8. Cross-Default.

a. City Agreements . An uncured default by Maker under the terms and conditions of either of the City Agreements shall be a default under this Note.

b. Concurrent Notes and Trust Deeds. An uncured default by Maker under the terms and conditions of either of the Concurrent N otes and/or the Concurrent Deeds of Trust shall be a default under this Note.

c. Trust Deed. An uncured default by Maker under the terms and conditions of the Trust Deed is a default under this Note.

9. Acceleration on Default. In the event Maker is in default under this Note, Holder may, at its option, declare this Note and the Maximum Principal Amount immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity, and notice of the exercise of said o ption is hereby expressly waived by Maker.

10. Acceleration on Transfer or Encumbrance of Property . The Trust Deed contains the following provision: “Subject to the provisions of Sections 13 and 14 of this Trust Deed and subject to the terms in Section 11.8 of the LDA, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or, if Trustor sells, contracts to sell, gives an option to purchase, con veys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if t itle to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.”

11. Collection Costs; Attorneys’ Fees . If, because of a default under this Note, an attorney is engaged by Holder to enforce of defend any provision of this Note, whether

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4 or not suit is filed hereon, then Maker shall pay upon demand reasonable attorneys’ fees, expert witness fees and all costs so incurred by Holder together with interest thereon until paid at the applicable rate of interest payable hereunder, as if such fees and costs had been added to the principal owing hereunder.

12. Waivers by Maker. Maker and any and all endorsers, guarantors and persons liable or to become liable on this Note waive prese ntment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note.

13. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provisi on or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

14. Modifications. Neither this Note nor any term hereof may be waived, amended , discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder.

15. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breac h, default or failure from any prior waiver of any similar or unrelated breach, default or failure.

16. Usury. Notwithstanding any provision in this Note, the total liability for payment in the nature of interest shall not exceed the limit imposed by applicable laws of the State of California.

17. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof.

19. Time of Essence. Time is of the essence in the performance of the obligations and provisions set forth in this Note.

20. No Merger. This Note is junior to the Concurrent Notes. The debt represented by this Note is separate and distinct from the Concurrent Notes. It is the specific intention of the parties that (i) t he obligations under this Note and the Trust Deed and the Concurrent Notes and Concurrent Deeds of Trust shall not be deemed merged; (ii) Beneficiary shall have all rights and remedies under each respective note and deed of trust; and (iii) Holder has the right to foreclose under the respective deeds of trust in any order it chooses.

21. Notices. All notices, demands, requests, elections, approvals, disapprovals, consents

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5 or other communications given under this Note shall be in writing and shall be given by personal delivery, certified mail, return receipt requested, or overnight guaranteed delivery service and addressed as follows:

To Holder: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attn: Shasa Curl, City Manager

With a Copy to: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attention: David Aleshire, City Attorney

To Maker: Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596

IN WITNESS WHEREOF, Maker has executed this Note as of the Note Date.

MAKER:

TERMINAL ONE DEVELOPMENT LLC,
a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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6 EXHIBIT O-2

THIRD TRUST DEED

APNs. 560-042-010 SPACE ABOVE THIS LINE FOR RECORDER’S USE

EXEMPT FROM RECORDING FEES PER GOV. CODE §27383

SHARED APPRECIATION DEED OF TRUST WITH ASSIGNMENT OF

RENTS, SECURITY AGREEMENT AND FIXTURE FILING

This SHARED APPRECIATION DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”), is made December 29, 2022, between TERMINAL ONE DEVELOPMENT LLC , a Delaware limited liability company (“TRUSTOR”), whose address is 1981 North Broadway, Suite 350, Walnut Creek, CA 94596 and Fidelity National Title Insurance Company, a corporation (“TRUSTEE”), for the benefit of CITY OF RICHMOND, a California municipal corporation and charter city (“BENEFICIARY”). This Deed of Trust is subject to that certain Rider to Shared Appreciation Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing attached hereto and incorporated herein by reference.

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, Trustor’s estate, dated on or about the date hereof, in that property in the City of Richmond, County of San Bernardino, State of California, described as on Exhibit A attached hereto and incorporated herein by reference (“Property”) together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of maximum sum of Five Million Dollars ($5,000,000) with any interest thereon according to the terms of that certain Shared Appreciation Promissory Note Secured by Deed of Trust of even date herewith made by Trustor, payable to order of Beneficiary, and extensions , modifications or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein which specifically references that it is secured by this Deed of Tru st; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

This Deed of Trust is sub ject to the terms of the Rider to Deed of Trust attached hereto and incorporated herein by reference.

To protect the security of this Deed of Trust, and with respect to the Property, Trustor expressly makes each and all of the agreements, and adopts and ag rees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in

RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:

CITY OF RICHMOND
450 Civic Center Plaza
Richmond, California 94804
Attention: City Clerk

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01337.0024/839568.3 7

Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at the address hereinbefore set forth.

TRUSTOR:

ONE TERMINAL DEVELOPMENT LLC,
a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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01337.0024/839568.3 8

The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

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01337.0024/839568.3 9

hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.

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01337.0024/839568.3 10

DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
TO _________________________________, TRUSTEE:

Dated ____________

_____________________________
Please mail Deed of Trust,
Note and Reconveyance to ______________________________________________________

DO NOTE lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

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1 RIDER TO SHARED APPRECIATION DEED OF TRUST WITH ASSIGNMENT OF

RENTS, SECURITY AGREEMENT AND FIXTURE FILING

THIS RIDER TO SHARED APPRECIATION DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Rider”) is executed this 29th day of December, 2022, by TERMINAL ONE DEVELOPMENT LLC, a Delaware limited liability company (“Trustor”) in favor of the CITY OF RICHMOND, a California municipal corporation and charter city (“Beneficiary”) who are the same parties to that certain Shared Appreciation Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing of even date herewith, to which this Rider is attached. This Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede any conflicting term or provision of the form Deed of Trust to which it is attached.

This Deed of Trust secures that certain Shared Appreciation Promissory Note Secured by Deed of Trust by and between Trustor (as Borrower) and Beneficiary (as Lender) of even date herewith in the maximum principal sum of Five Million Dollars ($5,000,000) and any modifications, extensions or renewals (“Note”).

Reference is made to the following documents:
(i) Beneficiary sold the Property (as defined below) to Trustor pursuant to that certain Grant Deed which was recorded immediately prior to this Deed of Trust which contains numerous continuing covenants of Trustor (“Grant Deed”).
(ii) Beneficiary acquired the Property from Trustor pursuant to that certain Land Disposition Agreement dated August 6, 2014 as amended by that certain First Amendment to Land Disposition Agreement dated December 29, 2022 (“LDA”).
(iii) That certain Purchase Money Note Secured by Deed of Trust in the principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (“First Note”) secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date therewith recorded concurrently with this Deed of Trust but which is in first lien position against the Property (“First Trust Deed”).
(iv) That certain Purchase Money Note Secured by Deed of Trus t in the principal amount of Five Million Dollars ($ 5,000,000) (“Second Note”) secured by that certain Deed of Trust with Assignment of Rents , Security Agreement and Fixture Filing of even date therewith recorded concurrently with this Deed of Trust but which is in second lien position against the Property (“Second Trust Deed”).

The Grant Deed and LDA are sometimes jointly referred to as the “ City Agreements” and individually as a “City Agreement.”

The First Note and Second Note are sometimes jointly referred to as the “ Concurrent Notes.” The First Trust Deed and Second Trust Deed are sometimes jointly referred to as the “Concurrent Trust Deeds.”

The parties hereto agree:

1. Property. The estate subject to this Deed of Trust is Trustor’s fee estate in the real property legally described in this Deed of Trust (“Property”). In addition, Trustor grants

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2 to Beneficiary a security interest in all of Trustor’s rights, title, and interest in a nd to the following:
(a) All present and future equipment (as those terms are defined in the California Commercial Code) and all other present and future personal property now or hereafter located at, upon or about the Property which is to be used solely in connection with or relating to the repair and maintenance of Property and/or the improvements thereon, including without limitation all present and future furniture, furnishings, fixtures, goods, tools, machinery, plumbing and plumbing material and supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies, heating and air conditioning material and supplies, roofing material and supplies, window material and supplies, doors, paint, drywall, insulation, cabinets, ceramic material and supplies, flooring, carpeting, appliances, fencing, landscaping and all other materials, supplies and property of every kind and nature.
(b) All present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts , instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or the improvements located thereon, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property; (ii) all architectural, engineering, design and other plans, specifications and drawings relating to the development of the Property and/or any construction thereon; (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi -governmental authority in connection with the development, construction, u se, occupancy or operation of the Property; (iv) any and all agreements relating to the development, construction, use, occupancy and/or operation of the Property between Trustor and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or supplier of materials; (v) all lease, rental or occupancy agreements and payments received thereunder; (vi) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, development, construction, use, o ccupancy or operation of the Property; (vii) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property; and (viii) all water stock, if any, relating to any Property and all shares of stock or other evidence of ownership of any part of or interest in any Property that is owned by Trustor in common with others; and (ix) all supplements, modifications and amendments to the foregoing.
(c) All fixtures located upon or within the Property or now or hereafter attached to, installed in, or used or intended for use in connection with the Property, including without limitation any and all partitions, generators, screens, awnings, boilers, furnaces, pipes, plumbing, elevators, cleaning, call and sprinkler systems, fire extinguishing apparatus and equipment, water tanks,

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3 heating ventilating, air conditioning and air cooling equipment, and gas and electric machinery and equipment.
(d) All present and future accessories, additions, attachments, replacements and substitutions of or to any or all of the foregoing.
(e) All cash and noncash proceeds and products of any and all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or i ntangible property received upon a sale or other disposition of any of the foregoing.

2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations (“Secured Obligations”):
(a) Payment to Beneficiary of all indebtedness at any time owing under the terms of the Note;
(b) Payment and performance of all obligations of Trustor under this Deed of Trust; (c) Payment and performance of all future advances and other obligations of Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or perform for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and (d) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced.

Note: (i) The City Agreements are not secured by this Deed of Trust. However, a default by Trustor as Grantee under a City Agreement shall be a default under this Deed of Trust. (ii) The Concurrent Notes are not secured by this Deed of Trust. However, a default by Trustor under a Concurrent Note shall be a default under this Deed of Trust.

4. Cross Default. An uncured default by Trustor under the terms and conditions of the Note, a Concurrent Note or a City Agreement shall be a default under this Deed of Trust.

5. Mortgagee-in-Possession. Neither the assignment of rents set forth in this Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a “mortgagee -in-possession” or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. The appointment of a rec eiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, shall not be deemed to make Beneficiary a “mortgagee -in-possession” or otherwise liable in any manner with respect to the

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4 Property.

6. No Cure. In the event Beneficiary collects and receives any rents under this Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a cure of the default.

7. Possession upon Default. Upon the occurrence of a default, Beneficiary may, at its option, move ex parte for the appointment of a receiver for the Property and without in any way waiving such default, have the receiver take possession of the Property and have, hold, manage, lease and operate the same, on such terms and for such period of time as Beneficiary may deem proper and the appointing court shall approve, and may collect and receive all rents and profits, with full power to make, from time to time, all alterations, renovat ions, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Property, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Note, and premiums for insura nce, with interest on all such items; and (c) the indebtedness secured hereby, together with all costs and attorney’s fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Trustor or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Trustor after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith.

8. Acceleration. Subject to the provisions of Sections 13 and 14 of this Trust Deed and subject to the terms of Section 11.8 of the LDA , if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of beneficial interests i n Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.

9. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at l aw or in equity, if a default shall have occurred,

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5 Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex par te application subject to such notice as local rules of court may require. The expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust.

10. Security Agreement and Fixture Filing. This Deed of Trust also constitutes a security agreement with respect to all personal property in which Beneficiary is granted a security interest under Section 1 above, and Beneficiary shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in California (“California Uniform Commercial Code ”) as well as all other rights and remedies available at law or in equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney -in-fact of Trustor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in order to impose, perfect or continue the perfection of, the lien or security interest created hereby. Trustor and Beneficiary agree that the filing of a financing statement in the record normall y having to do with personal property shall never be construed as in any way derogating from or impairing the lien of this Deed of Trust and the intention of Trustor and Beneficiary that everything used in connection with the operation or occupancy of the Property is and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property or goods which are or are to become fixtures, irrespective of whether (i) any such item is physically attached to the buildings and improvements on the Property; (ii) serial numbers are used for the better identification of certain equipment items capable of being filed by the Beneficiary; or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Such mention in the financing statements is declared to be for the protection of the Beneficiary in the event any court or judge shall at any time hold that notice of Beneficiary’s priority of interest must be filed in the California Co mmercial Code records to be effective against a particular class of persons, including, but not limited to, the federal government and any subdivision or entity of the federal government. Trustor covenants and agrees to reimburse Beneficiary for any costs incurred in filing such financing statement and any continuation statements.

Upon the occurrence of default hereunder, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary shall have the right to cause any of the Property which is personal property and subject to the security interest of Beneficiary hereunder to be sold at any one or more public or private sales as permitted by applicable law, and Beneficiary shall further have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law, specifically including without limitation the right to proceed as to both the real property and the personal property contained within the Property as permitted by Uniform Commercial Code Section 9501(4), including conducting a unified sale thereof. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Any

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6 person, including both Trustee and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition.

This Deed of Trust constitutes a fixture filing under Sections 9102 and 9502 of the California Uniform Commercial Code, as amended or recodified from time to time.

11. Notices, Demands, and Communications. Formal notices, demands, and communications between Trustor and Beneficiary shall be given by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to:

To Holder: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attn: Shasa Curl, City Manager

With a Copy to: City of Richmond
450 Civic Center Plaza Suite 300
Richmond, CA 94804
Attention: David Aleshire, City Attorney

To Maker: Terminal One Development LLC
c/o Laconia Development LLC
1981 North Broadway, Suite 350
Walnut Creek, CA 94596

12. No Merger. This Deed of Trust is senior to Shared Appreciation Deed of Trust and junior to the Senior Trust Deed. The debt rep resented by the Note secured by this Deed of Trust is separate and distinct from the Concurrent Notes. It is the specific intention of the parties that (i) the obligations under the Concurrent Notes and Concurrent Deeds of Trust shall not be deemed merged; (ii) Beneficiary shall have all rights and remedies under each respective note and deed of trust ; and (iii) Beneficiary has the right to foreclose the respective deeds of trust in any order it chooses.

13. Subordination. Beneficiary agrees to subordinate this Deed of Trust, to a deed of trust securing a construction loan made to Trustor for financing the construction of the Residential Units (as defined in the LDA). The City Manager of Beneficiary is hereby authorized and directed to execute such subordination agreements and/or other documents as may be reasonably requested by the construction lender and approved by the City Attorney . The execution of such agreements is subject to the requirement that such agreements contai n written provisions which the City Manager finds are

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7 consistent with the standard requirements imposed by the construction lender and commonly required for construction financing of similar projects in Contra Costa County and the subordination requirements set forth in this provision.

Beneficiary shall only be required to subordinate th is Deed of Trust to a construction loan provided the following requirements are satisfied:

a. Trustor is not in default under any obligations to the Beneficiary including, but not limited to, the Note, this Deed of Trust, the City Agreements, the Concurrent Notes and Concurrent Trust Deeds.

b. The senior lien shall be a construction loan with the proceeds to be used solely for construction of the Residential Units, related site improvements and infrastructure required under the LDA, and site stabilization and remediation , with no land draw permitted. The loan agreement shall mandate a construction disbursement control system providing for period disbursements based upon submission of mechanic lien releases and inspection reports confirming the completion of the work. The lender’s approved loan budget shall be subject to the reasonable initial review and approval of Beneficiary, as a condition to subordination to the construction loan, loan, and Trustor shall use commercially reasonable efforts to obtain for Beneficiary a copy of the senior lender’s appraisal for the proposed construction project.

c. The interest rate and other terms shall be commercially reasonable for similar projects in Contra Costa County.

d. The senior lender agrees to provide Beneficiary with any notice s of default which are provided by the senior lender to Trustor and to provide Beneficiary with the right (but not the obligation) to cure any default within the same period afforded Trustor for cure.

e. Beneficiary will execute a subordination agreement for recordation as reasonably required by a title company to provide title insurance for the senior loan.

f. A request for notice of delinquency and a request for notice of default shall be recorded concurrently with the subordination agreement.

h. Beneficiary shall be provided complete executed copies of all senior loan documents, subject to such commercially reasonable confidentiality requirements and procedures as the senior lender may require of Beneficiary.

i. Beneficiary shall be reimbursed for all reasonable out -of-pocket costs (including attorney fees) incurred with respect to the review, approval and execution of the subordination agreement.

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8 Beneficiary shall be entitled to prompt reimbursement from Trustor for any costs associated with curing a default on a senior lien. If not paid by Trustor, such sum shall be added to the Note and secured by the Deed of Trust.

14. Partial Releases. At any time, from time-to-time, provided that no default exists under the Note or this Deed of Trust, Trustor shall be entitled to partial release of a portion of the Property which is a completed residential unit (a “ Residential Unit ”), upon and subject to the following conditions:
a. Any portion of the Property to be released must be a legal parcel in accordance with the Subdivision Map Act.
b. The Project CC&Rs (as required by the City as part of the entitlements) have been recorded against the entire Property.
c. Trustor shall provide to Beneficiary a fully executed copy of the executed purchase and sale agreement for the sale of the applicable Residential Unit to a homebuyer for Beneficiary’s review and approval (which shall not be unreasonably withheld) (“Homebuyer PSA”).
d. The release price for each Residential Unit shall be paid as specified in Section 6 of the Note secured hereby (“Release Price”).
e. Concurrently with any partial release unde r this Deed of Trust, the same Residential Unit must also be released from the Second Trust Deed pursuant to the terms thereof.
f. The portions of the Property remaining subject to this Deed of Trust shall have adequate ingress and egress and direct access to dedicated public streets and utilities.
g. The following procedures shall be used for all releases:
i. Trustor's written request for the release must give the legal description of the Residential Unit to be released and must request Beneficiary to deposit its authorization for the partial release and its demand for payment and conditions including a specified escrow, which must be a title company or escrow company qualified and licensed to do an escrow business in California. The request must state the name and address of the escrow holder where the authorization for the partial release and demand are to be sent, the name of the escrow officer, and the escrow number.
ii. A new title policy or applicable endorsement as required by Beneficiary to the original loan title policy issued to Beneficiary must be issued as a condition to the release.
iii. To protect the buyer of the Residential Unit from delay in closing the pending sale of the Residential Unit , Beneficiary will use reasonably

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9 diligent commercial efforts to expedite deposit of the authorization for the partial release and its demand in the escrow, but Beneficiary shall be obligated to do so only if Beneficiary has received from Trustor satisfactory evidence that all of the conditions to the release set forth herein have been satisfied.
iv. No release by Beneficiary will affect any of Trustor's obligations under this Deed of Trust or the other loan documents, except to the extent that payment is actually received by Beneficiary. Any payments made by Trustor to Beneficiary for the release will be credited against the indebtedness secured by this Deed of Trust only upon actual receipt of the funds by Beneficiary. Checks received by Beneficiary will not be considered as payment until they are collected. Trustor will be fully responsible for the proper performance of Beneficiary's demand by the escrow holder.
v. Trustor will pay all reasonable out -of-pocket costs and expenses incurred in connection with any releases, including, but not limited to, any and all trustee's fees, reconveyance fees, recording fees, premiums for title insurance endorsements, Beneficiary's costs in connection with such release(s), and escrow fees.

15. Related Party Sales. Any sale of a Residential Unit to an affiliate of Trustor, or to a party related to Trustor, or to any person in ownership or control of Trustor, shall be at a price not less than the then -current fair market value of such Residential Unit. Beneficiary shall have the right to require a certification from Trustor representing and warrant ing the absence of any such related party relationship with respect to any Residential Unit sale that appears to Beneficiary to be at a price below then-current fair market value.

IN WITNESS WHEREOF, Trustor has executed this Rider concurrently with this Deed of Trust to which it is attached.

TRUSTOR:

ONE TERMINAL DEVELOPMENT LLC,
a Delaware limited liability company

By: ________________________
Zhenwu Wu, Manager

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10 EXHIBIT "A"

LEGAL DESCRIPTION

That certain real property in the City of Richmond, County of Contra Costa, State of California legally described as follows:

CONTINUED ON NEXT PAGE

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1 STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )

On December __, 2022 before me, __________________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within in strument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

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Page 1 of 2 ends

February 7, 2023

Finance Department

DATE: February 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Shasa Curl, City Manager
Nickie Mastay, Deputy City Manager
Delmy Cuellar, Director of Finance
Subject:

Budget Presentation
FINANCIAL IMPACT: There is no financial impact for receiving department presentations.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

City staff from various City departments will provide an overview of their programs, staffing, and Fiscal Year
2022-2023 budget.

RECOMMENDED ACTION:

RECEIVE budget presentations from the City Manager,
Capital Improvement Projects, Internal Services
(Information Technology, Human Resources, Finance),
Economic Development, City Clerk, City Council, Mayor’s Office – Finance Department (Shasa Curl/Delmy Cuellar
510-620-6790).

DISCUSSION:

City departments are giving the City Council an update on their accomplishments and goals at the mid-point of the Fiscal Year 2022-2023.

AGENDA
REPORT

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February 7, 2023
Below is the schedule of presentations.

January 17, 2023: Public Works (Building Maintenance, Engineering & Capital Improvement Projects, Fleet, Maintenance & Abatement, Parks Maintenance, Water Resource Recovery)

January 24, 2023: Police (Administration, Traffic, Investigations, Patrol) Fire (Administration and Support, Emergency Services, Fire Prevention, Training)

February 7, 2023: Capital Improvement Projects
Internal Services (Information Technology, Human Resources, Finance)
City Manager
Economic Development
City Clerk
City Council
Mayor’s Office

February 21, 2023: City Attorney
Community Services (Children and Youth, Employment & Training, Environmental and Community Investment Agreement Grant
Administration, Library, Office of Neighborhood Safety, Recreation, Transportation)
Community Development (Building, Code Enforcement, Housing Policy, Planning, Successor Agency to the former Redevelopment Agency)

NEXT STEPS:

City staff will return on February 21, 2023, with the department presentations for the City Attorney, Community Services, and Community Development departments.

DOCUMENTS ATTACHED:

Attachment 1 – Department Presentations
Attachment 2 – Capital Improvement Project Report

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2023 Public Works CIP Program
• Accomplishments
• Castro Ranch Road Pavement Rehabilitation $3.1
1

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2023 Public Works CIP Program
• Accomplishments
• Yellow Brick Road $7.5m
2

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2023 Public Works CIP Program
• Accomplishments
• San Pablo Ave at Barrett Ave. $2.0m
3

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2023 Public Works CIP Program
4 • Accomplishments
• North Richmond Flood Engines Replacements $1.8m. (City's Share).

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2023 Public Works CIP Program
5 • Accomplishments
• North Richmond Flood Engines Replacements $1.8m (City's Share).

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2023 Public Works CIP Program
6 • Accomplishments
• Central Avenue/I-80 Traffic Improvements EIR Completion $15m. total project cost.

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2023 Public Works CIP Program
• Accomplishments
• Dichlorination Sodium Hypochlorite Sodium Bisulfite Tanks $4.5m
7

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2023 Public Works CIP Program
• Under Construction
• Grit and Aeration Replacement $50.0m
8

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2023 Public Works CIP Program
• Under Construction

3. BTA Community Center Fire Restoration $3.1m
9

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2023 Public Works CIP Program
• Under Construction

3. BTA Community Center Fire Restoration $3.1m
10

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2023 Public Works CIP Program
• FY2022-2023 CIP Budget Page 1.
11

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2023 Public Works CIP Program
• FY2022-2023 CIP Budget Page 2.
12

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2023 Public Works CIP Program
• FY2022-2023 CIP Budget Page 3.
13

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2023 Public Works CIP Program
• FY2022-2023 CIP Budget Page 4.

Total 2023-2023 PW CIP Budget
PW Department $27,978,560
PW Department -Wastewater $37,096,315
Community Services $ 4,111,530
Fire Department $ 1,072,435
TOTAL $ 70,258,840
14Page 973 of 1061

QUESTION & ANSWERS
15Page 974 of 1061
Richmond
Department of
Finance
• February 7, FY2023
16

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WHAT WE DO
• The Finance Department is committed to providing timely, accurate, clear and complete information and support to council, city departments and the community at large. Below are the major areas of service in the Department:
• Revenue processes all the City revenue including Business Tax • Budget develops and administers Operating and Capital Improvement Budget.
• Accounts Payable and Purchasing manage all procurement transactions and payments to vendors
• Treasury monitors cash and banking transactions for the City daily • General Accounting maintains the City books and issues monthly, quarterly, and annual reports, also publishes Annual Comprehensive Report (ACFR) in line with governmental accounting rules • Payroll processes payroll runs twice a month and special checks in compliance with labor laws and negotiated MOUs
17

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WHAT WE DID IN FY 2022-23 (JULY-DECEMBER)
● Implement MUNIS (system of financial records) Upgrade-Complete ● Facilitate FY2021-22 Financial Audit and started working on finalizing the Annual Comprehensive Financial Report
● Implemented Debt Book Software to comply with GASB 87 –Lease Accounting Requirement and Debt Service Maintenance
● Cleared several legacy negative cash from several funds ● Prefunded OPEB 115 trust from the fiscal year 2021-22 operating surplus ● Updated fiscal policies: Grants, OPEB, Reserve, SWAP , Debt Service, Investment ● Initiated a contracts for Budget Book Publishing automation and Cost Allocation Plan ● Updated Contract Compliance procedure
● Facilitated State Audit and submitted a completed corresponding Corrective Action Plan
● Refinance Pension Obligation Bonds-Complete
● Assisted Human Resources in MOU negotiations and Class and Compensation calculations
● Provided trainings on Contract Compliance and Grants Management ● Facilitated RHA’s annual audits 18

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WHAT WE PLAN TO DO IN FY 2022-23
( JANUARY – JUNE)
• Implement and provide updates per the Corrective Action Plan to the State Auditor
• Continue to work on contract renewal for Land Development Software
• Develop a balanced FY2023-24 Operating and CIP Budget • Facilitate FY2021-22 Single Audit
• Update Long Term Financial Forecast by incorporating new MOUs, expenditure and revenue assumptions under current economic projections-In Progress
• Assist the City Manager’s Office in exploring Revenue Enhancement options-On Going
• Revisit potential investment opportunities to maximize the City’s return on investments-In Progress
• Continue updates to Business Tax implementation
19

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WHO WE ARE (STAFF)
FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 33 5
20

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FISCAL YEAR 2022-23 BUDGET
2 1
FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022)
Revised Budget Actuals 6 Month Projection
Revenue Licenses, Permits, Fees 68 0 34
Total Revenue 68 0 34
Expenditures Salaries & Wages 3,130,577 3,589,528 1,565,288.50 Benefits 2,267,453 2,214,947 1,133,726.50
Professional & Admin 751,942 794,722 375,971
Other Operating 68,806 65,806 34,403
Utilities 1,394 1,400 697
Equipment & Contract
Services 385 435 192.50
Cost Pool 171,164 309,458 85,582
A87 Cost Plan
Reimbursement (1,059,033) (1,885,015) (529,516.50)
Total Expenditures 5,332,688 5,091,281 2,666,344
Net Impact (5,332,620) (2,666,310)

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Thank you!
Questions?
22

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Richmond Department
of Human Resources
• Date: February 7, 2023

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WHAT WE DO
● The Human Resources Department's mission is to support our customers in accomplishing their missions by attracting and retaining a highly skilled and diversified workforce that is fairly compensated and rewarded for its effort in an equitable, safe and responsible work environment.

Below are the major areas of service in the Department:
• Recruitment and Testing: Conduct recruitment, testing, and selection to onboard new employees • Classification and Compensation: Manage the City’s job classification & compensation system in accordance with Personnel Rules
• Training: Manage and document employee safety and general training 24 • Benefits Administration: Administer City
benefit programs for employees including
medical, dental, vision coverage, retirement,
and leaves management
• Workforce Relations: Collaborates with
labor partners to negotiate MOUs and other
items impacting wages, hours, and working
conditions, manages workplace
investigations and discipline.
• Risk Management: manages general liability
and workers’ compensation claims

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WHAT WE DID IN FY 2022-23 (JULY-DECEMBER)
● Began negotiating implementation of Class and Comp study ● Completed successor MOU bargaining with the Richmond Police Officers Association
● Hired/promoted 2 Deputy City Managers, 2 Department Directors, and 4 Deputy Department Directors
● Established 34 employment lists from new recruitments ● Onboarded 34 new full-time employees and processed 22 promotions ● Adopted a revised Alternate Dispute
Resolution (ADR) program for workers’
comp with Firefighters Local 188
● Participated in the MUNIS Upgrade
25

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WHAT WE PLAN TO DO IN FY 2022-23 ( JANUARY – JUNE)
• Complete the negotiation and implementation of the Class & Comp study
• Complete successor MOU bargaining with Firefighters Local 188, Richmond Fire Management, and Richmond Police
Management
• Launch the Training Academy and partner with the City’s Diversity, Equality and Inclusion Coordinator to implement quarterly city-wide training.
• Continue ramping up recruitment efforts to attract high-quality candidates employing innovative techniques
• Strategize and implement retention techniques and succession planning
• Reinvigorate the City’s focus on employee wellness including adding more workshops, virtual fairs, and impactful
programming
26

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WHO WE ARE (STAFF)
FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 13 3
27

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FISCAL YEAR 2022-23 BUDGET
2 8
FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022)
Revised Budget Actuals 6 Month Projection
Revenue Use of Money/Property 117,640
Charges for Services 19,184,635 8,784,154 9,592,317.50
Other Revenue 188,172
Grants 397,858
Total Revenue 19,184,635 9,487,824 9,592,317.50
Expenditures Salaries & Wages 1,445,248 629,031 722,624 Benefits 888,835 398,598 444,417.50
Professional & Admin 1,903,898 177,825 951,949
Other Operating 72,843 13,701 36,421.50
Utilities 800 578 400
Equip & Contract Srvc. 25,150 52 12,575
Provision for Insurance Loss 15,934,079 6,699,860 7,967,039.50 Cost Pool 641,776 276,407 320,888
Asset/Capital Outlay 2,339,698 73,930 1,169,849
A87 Cost Plan Reimb (184,290) (76,794) (92,145)
Total Expenditures 23,068,037 8,222,318 11,534,018.50
Net Impact (3,883,402) (1,265,505) (1,941,701)

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Thank you!
Questions?
29

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Richmond Department of
Information Technology
• February 7, 2023
Mission:

Information Technology’s (IT) mission is to
be customer centric. The IT Department
will be the best provider of comprehensive
and innovative support services and
training for information services in the
eyes of its customers. presentation.

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WHAT WE DO
• Manage IT Infrastructure
IT Manages network and communications for 47 sites
including 69,000 feet of City fiber
• Manage Enterprise Business systems
including GIS as well as manage the Open Data &
Performance system for City departments
• Manage hardware and software
for the City-wide Network, VoIP phone system, 800
desktops, 275 laptops, and 450 mobile devices
• IT manages communications
to the public through KCRT TV, print services, website, and social media

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WHAT WE DID IN FY 2022-
23 (JULY-DECEMBER)
Enhanced Cyber Security
❑ Including providing awareness training for end users
❑ Upgraded the City’s firewalls and deployed centralized management console for all firewalls
Continued replacement of aging computer equipment
❑ Including our network infrastructure and end user equipment ❑ Replaced legacy servers and deployed new storage
❑ Upgraded communications for the Recreation Centers
Collaborated with City Departments to
Manage Upgrade and implement Business Systems
❑ Upgrading Munis to newer version (2019) and configured single sign-on ❑ Supporting Measure U for the Finance Department
❑ Worked with GFOA preparing for a system needs assessment and RFP Refreshed the City’s Website
❑ Providing training to City Department website users
Continued support of remote access and online conferencing ❑ Providing secure access

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WHAT WE PLAN TO DO IN FY
2022-23 ( JANUARY – JUNE)
Continue to provide innovations for City wide efficiencies including expanded digital services
Continue to collaborate interdepartmentally in support of business systems
• Manage and support and upgrade the City of Richmond’s Enterprise Resource Planning System (ERP)
• Plan and execute the Implementation and replacement of the City’s Community Relations Management System
• Continue to provide technical support for Measure U
• Continue to prepare for high-definition video broadcasting Continue Revenue enhancement opportunities
• Managing, and negotiating increase rent for cellular service vendors on City owned properties
Continue Implementation of expanded Wi-Fi
• Both internally and externally; improving bandwidth for remote City facilities

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WHO WE ARE (STAFF AKA TEAM AWESOME)
FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 14 2

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FISCAL YEAR 2022-23 BUDGET
FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022)
Revised Budget Actuals 6 Month Projection
Revenue Licenses, Permits & Fees 1,250,000 247,965 625,000 Use of Money/Property 1,905
Other Revenue 2,755
Operating Transfer-In 100,000 41,669 50,000
Total Revenue 1,350,000 294,293 675,000
Expenditures Salaries & Wages 1,434,047 639,526 717,023.50 Benefits 991,281 429,628 495,640.50
Professional & Admin 1,186,882 505,752 593,441
Other Operating 107,601 35,886 53,800.50
Utilities 440,827 231,586 220,413.50
Equip & Contract Srvc. 797,620 683,462 398,810
Provision for Insurance
Loss 604 302
Cost Pool 370,495 185,250 185,247.50
Asset/Capital Outlay 1,179,600 179,771 589,800
A87 Cost Plan Reimb (410,873) (205,437) (205,436.50)
Total Expenditures 6,098,084 2,685,424 3,049,042
Net Impact (4,748,084) (2,391,131) (2,374,042)

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Thank you!
• Image by Christian Wimmer,

IT/ KCRT

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City
Manager's
Office
Economic
Development
Arts and
Culture
Economic
Development
Environmental
and Health
Initiatives
Richmond
Housing
Authority
Real Estate
and Port
Special
Projects
Richmond
Department of
Children and
Youth
City Manager’s
Office
Administration
2

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6 FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 4 0

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7 FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022) Revised Budget Actuals 6 Month Projection
Revenue Licenses, Permits & Fees 149,207 6,270 74,603.50 Use of Money/Property 48,803
Other Revenue 3,635
Grants 164,707
Total Revenue 149,207 223,415 74,603.50
Expenditures Salaries & Wages 482,176 227,462 241,088
Benefits 265,530 101,874 132,765
Professional & Admin 3,349,625 5,973 1,674,812.50
Other Operating 10,200 3.958 5,100
Utilities 1,000 272 500
Equip & Contract Srvc. 200 92 100
Cost Pool 105,040 52,522 52,520
Asset/Capital Outlay 690
A87 Cost Plan Reimb (180,453) (90,227) (90,226.50)
Total Expenditures 4,033,318 302,616 2,016,659
Net Impact (3,884,111) (79,200) (1,942,055.50)

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Mural Sculpture, title:

Regeneration, 2021-22.

Artist team: Last Ones
Collective in Collaboration
with Richard Salazar
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Osprey Bird Sculpture by
Ridgeline Property Group
Judy Baca Mural
9 Cleaned Archie Held sculpture

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Changing Tides by Jeffrey
Reed and Jennifer Madden
Mural: Nevin Terrace,
Jeff Carnie 10

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20 FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 11 3

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21 FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022) Revised Budget Actuals 6 Month Projection
Revenue Other Taxes 1,607,614 552,129 803,807
Licenses, Permits, Fees 200,000 727,291 100,000
Use of Money/Property 44,948
Rental Income 10,348,460 2,256,999 5,174,230
Grants 3,813,238 1,906,619
Operating Transfers In 86,778 36,154 43,389
Total Revenue 16,056,090 3,617,511 8,028,045
Expenditures Salaries & Wages 1,171,215 401,994 585,607.50 Benefits 688,004 271,661 344,002
Professional & Admin 3,376,893 476,681 1,688,446.50
Other Operating 322,585 4,082 161,292.50
Utilities 365,040 177,943 182,520
Equipment & Contract
Services 322,000 4,439 161,000
Provision for Ins Loss 42,800 41,765 21,400
Cost Pool 476,163 198,419 238,081.50
Asset/Capital Outlay 4,651,288 197,628 2,325,644
Debt Service 4,690,700 211,550 2,345,350
Grant Expenditure 982,251 491,125.50
Total Expenditures 17,088,939 1,986,162 5,707,994
Net Impact (1,032,849) 1,631,349 (516,424.50)Page 1016 of 1061 22

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25 FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 7 1

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26 FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022) Revised Budget Actuals 6 Month Projection
Revenue Other Revenue 12,000 101 6,000
Rental Income 650,000 270,952 325,000
Grants 2,679,427 871,613 1,339,713.50
Operating Transfers In 1,538,617 769,308.50
Total Revenue 4,880,044 1,142,758 2,440,022
Expenditures Salaries & Wages 617,230 328,032 308,615
Benefits 537,665 254,012 268,832.50
Professional & Admin 893,812 73,322 446,906
Other Operating 165,399 45,065 82,699.50
Utilities 725,208 321,470 362,604
Equipment & Contract
Services 208,700 29,383 104,350
Provisions for Insurance
Loss 63,540 14,732 31,770
Cost Pool 140,435 70,217.50
Asset/Capital Outlay 404,626 202,313
Grant Exp 845,894 180,602 422,947
Operating Transfers Out 277,535 138,767.50
Total Expenditures 4,880,044 1,246,618 2,440,022
Net Impact 0 (103,860) 0

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37 FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 3 3

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38 FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022) Revised
Budget Actuals 6 Months
Projection
Revenues
Operating Transfer In 3,936,896 1,968,452 1,968,448
Total Revenues 3,936,896 1,968,452 1,968,452
Expenditures Salaries & Wages 130,899 14,502 65,450
Benefits 141,940 5,740 70,970
Professional & Admin 3,623,000 72,075 1,811,500
Other Operating 14,000 697 7,000
Total Expenditures 3,909,839 93,015 1,954,920
Net Impact 27,057 1 ,875,437 13,529

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CITY CLERK’S OFFICE
FY 2022-23 Budget Presentation
February 7, 2023
37

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WHAT WE DO
• Accepts and immediately processes the following documents upon receipt: public records requests, claims against the City, subpoenas, and boards and commissions applications for
appointment and reappointment.
• Election Official – redistricting, and election administration • Responsible for updating and maintaining city ordinances and codes; providing access to legislative meeting information, receive statements of economic interest, campaign and other financial disclosure related filings.
• Responsible for staffing City Council meetings,
agenda/package preparation, distribution, and publishing. • Training: Train department staff on new systems such as Escribe and NextRequest
38

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WHAT WE DID IN FY 2022-23
• Election: Prepared, administered, and successfully completed the November 8, 2022, General Election for Districts 2, 3, and 4, and Measure P - amending the City of Richmond’s Rent Ordinance.
• Swearing-In: – Completed the swearing-in of the new mayor and councilmembers.
• New Council Orientation: Participated in the Council Orientation. • Public Records Request: Purchased and launched NextRequest public records management software. A management software that gives the Clerk’s Office a boost on compliance regulations and has improved our management and response efforts to records requests.
• Webpage: Updated our main webpage.
• Offer translated City Council agendas: City Council agendas are translated to Spanish and published on the website
39

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WHAT WE PLAN TO DO IN FY 2022-23
• City Council – In Person Meetings: Transition back to in person hybrid meetings in March 2023
• Train Council on Escribe Voting System: In February 2023 in preparation of in person meeting
• Webpages: Continuously work on updates to our webpages for clarity and ease of use.
• Fair Political Practices Commission (FPPC) Form 700, or Statement of Economic Interest: Administer filing of this form by the April 3, 2023, deadline. This form provides transparency and ensures accountability from employees and officials.• DocuSign: Implement routing of resolutions, ordinances, and minutes for electronic signature.
• Escribe: To complete the full migration of City Council documents and videos to Escribe by 2023.
• Records Retention Schedule:Update the Records Retention Schedule by year- end 2023
• Elections: Begin preparation for the 2024 General Election for Districts 1, 5, and 6.
• Passport Program: Restart Passport services, by appointment only, by June 2023. All City Clerk’s Office staff, are passport acceptance agents and continue the required annual certification process and receive updates to new rules and regulations to immediately restart this program when it is safe. 40

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41 CITY CLERK - WHO WE ARE (STAFF)
Positions FY21-22
Mid-Year
FY22-23
Proposed
City Clerk 1.0 1.0
City Clerk Technician 1.0 0.0
Deputy City Clerk 2.0 3.0
Total Full-Time Equivalent (FTEs) 4.0 4.0

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FISCAL YEAR 2022-23 BUDGET
4 2
FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022)
Revised Budget Actuals 6 Month
Projection
Revenue Licenses, Permits, Fees 600 300
Charges for Services 3,000 1,500
Total Revenue 3,600 1,800
Expenditures Salaries & Wages 450,250 223,685 225,125
Benefits 279,190 152,816 139,595
Professional & Admin 334,100 23,759 167,050
Other Operating 20,300 2,970 10,150
Utilities 175
Cost Pool 22,250 9,272 11,125
A87 Cost Plan Reimb (70,463) (29,362) (35,231.50)
Total Expenditures 1,035,627 383,315 517,813.50
Net Impact (1,032,027) (383,315) (516,013.50)

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Richmond
City Council Office
FY 2022-23 Draft Budget
Presentation
May 3, 2022
43 INSERT AN IMAGE

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WHAT WE DO44
• The City Council establishes comprehensive goals
and objectives for the City.
• The City Council provides leadership in
establishing policies and formulating priorities for
the allocation of City resources.
• The City Council holds regularly-scheduled
meetings, hearings, and study sessions to receive
community input while conducting municipal
affairs in a public forum.
• The City Council Members meet and confer with
members of the public and local businesses to
hear their concerns to inform their decisions.

Vice Mayor
McLaughlin
Councilmembe
r Willis
Councilmember
Zepeda
Councilmembe
r Bana
Councilmember Robinson Councilmember Jiménez

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WHAT WE DID IN FY 2021-22
45 • Promoted Sustainable Communities
• Continued to protect tenants from eviction during the COVID-19 Pandemic
• Maintained City Services and safety protocols
• Promoted Effective Government
• Adopted over 214 resolutions
• Adopted over 21 ordinances
• Worked to stabilize the administration
• Hired a new city manager from within the organization • who has history with the City of Richmond.
• Approved a telecommuting policy to assist with
reducing the risk of COVID-19 infection while
maintaining services to the Richmond residents
• Approved successor collective bargaining agreements
with IFPTE Local 21 and SEIU Local 1021 to update
salary schedules with the adopted wage increases
during the term of the bargaining agreements.

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WHAT WE PLAN TO
DO IN FY 2022-23
• Promote a Safe and Secure Community
• By supporting efforts to strengthen staffing levels throughout the municipality. • Reduce crime through effective programming and policy implementation • Support staff to design strategies to improve the City’s credit rating to increase chances for better loan and bond opportunities
• Explore and take action to improve staffing levels and morale. • Promote Effective Government
• Support the City Manager and Department Heads in maximizing services and resources to the residents of Richmond.
• Support the initiatives of the Government Alliance on Race and Equity, Health in All Policies and other equity and inclusion initiatives to advance equity. • Improve efforts to address homelessness and unstable housing. 46

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47 CITY COUNCIL - WHO WE ARE (STAFF)
Positions FY21-22
Mid-Year
FY22-23
Proposed
Councilmembers 6.0 6.0
Project Coordinator 1.0 1.0
Total Full-Time Equivalent (FTEs) 7.0 7.0

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FISCAL YEAR 2022-23 BUDGET
4 8
FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022)
Revised Budget Actuals 6 Month Projection
Revenue Licenses, Permits, Fees
Fines & Forfeitures
Use of Money/Property
Charges for Services
Rental Income
Grants
Total Revenue
Expenditures Salaries & Wages 293,872 122,020 146,936
Benefits 217,790 120,952 108,895
Professional & Admin 44,588 12,881 22,294
Other Operating 18,297 3,964 9,148.50
Utilities 1,365 175 682.50
Cost Pool 31,943 15,971 15,971.50
Asset/Capital Outlay 1,200 600
Total Expenditures 609,055 275,964 304,527.50
Net Impact (609,055) (275,964) (304,527.50)

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Mayor’s Office
49 Eduardo Martinez
Tony Tamayo
BK White
Shiva Mishek
Chief of Staff
Da Mayor
Dep Chief of Staff
Policy Director

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WHAT WE DO
50 Richmond’s mayor is “the chief elected officer and ceremonial head of the City, responsible for providing civic leadership and taking issues to the people, and marshalling public interest in and support for municipal activity. The Mayor shall be concerned with the general development of the community and the general level of City services and activity programs and may develop and inform City residents of policies and programs which he or she believes are necessary for the welfare of the City.”
—(Charter of the City of Richmond, Article III-A Sec. 2.) Provide leadership and vision for the community
Promote economic development and job creation
Represent the community at the regional and national level Develop and administer the Operating and Capital Improvement Budget Encourage public engagement and participation

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WHAT WE DID IN FY
2022-23 (JULY-

DECEMBER)
Not Applicable.
51

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WHAT WE PLAN TO
DO IN FY 2022-23
(JANUARY – JUNE)
52 Improve the city’s capacity to serve residents by tackling the vacancy crisis.

Work closely with county, state, and federal partners to invest in Richmond via funding, grants, and policy support.

Solidify an extreme weather shelter plan for unhoused
residents.

Support expansion of Richmond’s public recreational spaces for youth and families.

Monitor the progress of Richmond’s Mental Health Crisis Response program.

Support Public Works in prioritizing safe and clean streets.

Foreground environmental protections and climate change resilience policies.

Promote the rich art scene in our community.

Promote city departments and staff, local events, and small businesses through digital media asset generation and social media.

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WHO WE ARE (STAFF) 53
FY 2022-23 Approved
Positions
Vacant Positions as of
December 31, 2022
Staffing 3 0

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FISCAL YEAR 2022-23
BUDGET
54 FY2022-23 BUDGET vs. ACTUALS ( Thru December 31, 2022) Revised
Budget Actuals 6 Months
Projected
Revenue Other Revenue 4,565
Total Revenue 4,565
Expenditures Salaries & Wages 285,056 131,022 142,528
Benefits 255,823 125,521 127,912
Professional & Admin 21,100 14,020 10,550
Other Operating 2,400 65,806 1,200
Utilities 1,250 1,959 625
Cost Pool 19,191 9,597 9,596
Total Expenditures 584,820 283,362 292,410
Net Impact (584,820) (278,797) (292,410)

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Thank you!
QUESTIONS?
55

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8. CIP Variance Report
FY2022-23 - Period 6 - December 2022

CAPITAL IMPROVEMENT PROJECTS BY FUND
ORIGINAL REVISED 12/31/2022 PCT Used 50%
BUDGET ADJ. BUDGET EXPENDED BALANCE without %
NON-GENERAL FUND - PROJECT FUNDS FY2022-23 FY2022-23 FY2022-23 FY20 22-23 ENCUMB REMAINING ENCUMB USED Notes 1002 - GAS TAX
REVENUE (3,203,193) - (3,203,193) (1,296,397) - (1,906,796) 40% 40% Gas Tax revenue is through 11/23/22, has a lag
time
ADA MISCELLANEOUS SIDEWALK REHAB 36,105 - 36,105 - - 36,105 0% 0% BRIDGE PREVENTIVE MAINTENANCE 248,340 - 248,340 - - 248,340 0% 0% GREENWAY REHAB AND BIKE EDUCATION 27,310 - 27,310 - - 27,310 0% 0% STREET AUDIT REPORT 4,000 - 4,000 - - 4,000 0% 0% STREET PAVING 2,500,000 19,676 2,519,676 1,376,621 662,120 480,936 55% 81% Multi PO's encumbered for equipment rental,
asphalt materials and supplies to support the street
paving program
TOTAL - STATE GAS TAX - EXPENSES 2,815,755 19,676 2,835,431 1,376,621 662,120 796,691 49% 72% 1004 - ASSET SEIZURE
REVENUE (20,000) - (20,000) (66) - (19,934) 0% 0% Asset Seizure revenue is unpredictable, will be
adjusted at mid-year
MISCELLANEOUS EXPENSES SAFETY EQUIPMENT 20,000 - 20,000 - - 20,000 0% 0% TOTAL - ASSET SEIZURE - EXPENSES 20,000 - 20,000 - - 20,000 0% 0% 1006 - OUTSIDE FUNDED GRANTS
REVENUE (3,635,288) - (3,635,288) - - (3,635,288) 0% 0% Grant reimbursements happen after expense
occurs
MLK PARK FIELD TURF 234,000 - 234,000 - - 234,000 0% 0% TERMINAL 4 W
HARF REMOVAL 3,401,288 - 3,401,288 197,628 516,345 2,687,316 6% 21% TOTAL - OUTSIDE FUNDED GRANTS - EXPENSES 3,635,288 - 3,635,288 197,628 516,345 2,921,316 5% 20% 1019 - ROAD MAINTENANCE REHABILITATION ACCOUNT (RMRA) SB1 REVENUE (2,510,376) - (2,510,376) (1,047,252) - (1,463,124) 42% 42% SB1 funding delayed due to timing of filing annual
report. Entire revenue budget is expected before
end of fiscal year
STREET PAVING - SB1 - 37TH STREET 300,000 (100,543) 199,457 - 36,915 162,542 0% 19% STREET PAVING - SB1 - CASTRO RANCH ROAD 329,168 264,178 593,346 4,189 263,854 325,304 1% 45% STREET PAVING SB1 CUTTING/HARBOUR WAY S.

B 706,308 159,514 865,822 1,680 783,616 80,526 0% 91% PO encumbered with WR Forde for work on the
Cutting/Harbour Way S. Project
STREET PAVING SB1 - MARINA WAY - WELLNESS T 59,861 5,959 65,820 1,890 4,284 59,646 3% 9% STREET PAVING - SB1 - RICHMOND PARKWAY 1,000,000 - 1,000,000 2,430 2,926 994,644 0% 1% TOTAL - RMRA - EXPENSES 2,395,337 329,109 2,724,446 10,189 1,091,595 1,622,661 0% 40% 1054 - ENGINEERING GRANTS
REVENUE (14,509,778) - (14,509,778) (633,382) - (13,876,396) 4% 4% Grant reimbursements happen after expense
occurs. $82,500 received is for Harbour Way
Improvement for prior year
ATP QUICK BUILD CUTTING/HOFFMAN 625,212 - 625,212 - 412,419 212,793 0% 66% PO encumbered with WR Forde for work on the
Cutting/Hoffman Cycle Track Project
ATP QUICK BUILD HARBOUR WAY S. CYCLE TRACK 184,300 - 184,300 - 29,579 154,721 0% 16% BOORMAN PARK REVITALIZATION 3,490,204 497,253 3,987,457 184,231 473,736 3,329,489 5% 17% BRIDGE PREVENTIVE MAINTENANCE 1,875,803 14,378 1,890,181 2,760 11,618 1,875,803 0% 1% CASTRO RANCH ROAD - 477,335 477,335 - 477,335 - 0% 100% Prior year PO carry-forward with Ghilotti Bros for
construction work on Castro Ranch Rd. Project
CARLSON BLVD. CROSSTOWN CONNECTIONS & I
M 398,410 22,858 421,268 - 201,669 219,599 0% 48% PO encumbered with Nema Construction for work
on the Carlson Blvd. Project
GREENING THE YELOW BRICK ROAD 351,769 2,024,348 2,376,117 285,469 1,738,878 351,769 12% 85% Prior year PO carry-forward with POGO Park for
work on Greening the Yellow Brick Rd. Project
GREENWAY GAP AND CONNECTIVITY STUDY - 149,926 149,926 77,177 72,749 100% 151% 100% Prior year PO carry-forward with Civicwell for work
on the Greenway Gap Connectivity Project
GREENWAY REHAB AND BIKE EDUCATION 100,000 - 100,000 - - 100,000 0% 0% HARBOUR 8 PARK EXTENSION 6,194,260 118,018 6,312,278 284,348 5,510,582 517,348 5% 92% PO encumbered with POGO Park for design and
build work on the Harbour 8 Park Extension Project
HARBOUR WAY & WRIGHT SECTION 130 1,199,075 - 1,199,075 - - 1,199,075 0% 0%

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8. CIP Variance Report
FY2022-23 - Period 6 - December 2022

CAPITAL IMPROVEMENT PROJECTS BY FUND
ORIGINAL REVISED 12/31/2022 PCT Used 50%
BUDGET ADJ. BUDGET EXPENDED BALANCE without %
NON-GENERAL FUND - PROJECT FUNDS FY2022-23 FY2022-23 FY2022-23 FY20 22-23 ENCUMB REMAINING ENCUMB USED Notes HARBOUR WAY IMPROVEMENTS 82,500 - 82,500 - - 82,500 0% 0% Grant portion for Harbour Way is complete YELLOW BRICK ROAD 8,245 360,399 368,644 248,188 112,211 8,245 67% 98% Multiple PO's carried-forward for work on the
Yellow Brick Rd. Project
TOTAL - ENGINEERING GRANTS - EXPENSES 14,509,778 3,664,515 18,174,293 1,082,173 9,040,778 8,051,343 6% 56% 1306 - AMERICAN RESCUE PLAN ACT (ARPA)
REVENUE (2,770,400) - (2,770,400) (13,870,362) - 11,099,962 501% 501% ARPA projects are funded by fund balance APRA/MAIN LIBRARY 452,000 48,000 500,000 - 48,000 452,000 0% 10% ARPA/NEVIN CENTER 450,000 39,750 489,750 - 39,750 450,000 0% 8% ARPA/RECREATION CENTER 451,000 23,975 474,975 - 23,975 451,000 0% 5% ARPA/RICHMOND MUSEUM 467,400 32,600 500,000 - 32,600 467,400 0% 7%

TOTAL - AMERICAN RESCUE PLAN ACT (ARPA) - E
X 1,820,400 144,325 1,964,725 - 144,325 1,820,400 100% 100% 2001 - GENERAL CAPITAL
REVENUE - - - (1,220) - 1,220 100% 100% General Capital projects are funded by fund
balance
AUDITORIUM UPGRADES (Main floor lighting,
electrical & switch board upgrade, and remove curtains
from stage area) 500,000 413,638 913,638 1,930 413,753 497,955 0% 45% Prior year PO carried-forward with Pro-CAL
Lighting Inc. for work on the Auditorium Lighting
Project

CORP YARD ROOF-BATHROOM REMODEL AND
FUEL SITES UPGRADES 399,000 83,149 482,149 39,858 83,149 359,142 8% 26%

DEVELOPING PERSONAL RESOURCES CENTER
(DPRC) ROOF REPLACEMENT PROJECT 100,000 - 100,000 - 33,520 66,480 0% 34% FIRE STATION 66 - GENDER SPECIFIC RESTROOM
S 275,052 - 275,052 - - 275,052 0% 0% HILLTOP FIRE STATION FUEL SYSTEM 50,000 - 50,000 - - 50,000 0% 0% MARTIN LUTHER KING JR. CENTER 267,692 - 267,692 - - 267,692 0% 0% NATIVE AMERICAN HEALTH CENTER 50,000 - 50,000 - - 50,000 0% 0% PARKS YARD FUEL SITE UPGRADES 220,000 - 220,000 - - 220,000 0% 0% RECREATION COMPLEX HVAC 120,000 - 120,000 - - 120,000 0% 0% SF BAY TRAIL - (PT. RICHMOND TO PT. MOLATE) 646,703 - 646,703 11,448 25,243 610,012 2% 6% SHIELDS-REID COMMUNITY CENTER HVAC SYSTEM 127,250 5,600 132,850 - 5,600 127,250 0% 4% SHIMADA PARK RESTROOM 240,790 5,900 246,690 73,490 148,360 24,840 30% 90% PO encumbered with DMR Builders to replace roof
at Shimada Park Restroom
TOTAL - GENERAL CAPITAL - EXPENSES 2,996,487 508,287 3,504,774 126,726 709,625 2,668,423 4% 24% 2002 - MEASURE J
REVENUE (4,292,882) - (4,292,882) - - (4,292,882) 0% 0% Measure J revenue budget is for 13th St., I-80
Interchange Projects, plus the annual allotment of
$1.3M
13TH STREET COMPLETE STREET 793,870 367,656 1,161,526 90,185 377,471 693,870 8% 40% PO encumbered with Nichols Consulting
Engineering for design work on the 13th Street
Project
AMERICANS WITH DISABILITIES ACT (ADA), SIDEWA 294,065 216,750 510,815 116,714 363,931 30,170 23% 94% Multiple PO's carried-forward for work on the ADA
Sidewalk Project
I-80 CENTRAL INTERCHANGE PHASE II 2,199,012 186,464 2,385,476 58,536 127,928 2,199,012 2% 8% MEMBERSHIP & DUES CCTA and WCCTAC 200,000 - 200,000 - - 200,000 0% 0% SF BAY TRAIL - GOODRICK AVE - 21,350 21,350 - 21,350 - 0% 100% Prior year PO carried-forward for closeout of
outstanding invoices
STREET PAVING - 600,000 600,000 - - 600,000 0% 0% SURFACE DRAINAGE 300,000 - 300,000 - - 300,000 0% 0% TRAFFIC SAFETY IMPROVEMENTS - 40,739 40, 739 13,405 27,334 - 33% 100% Multiple PO's carried-forward for work on the
Traffic Safety Improvements Project
TOTAL - MEASURE J - EXPENSES 3,786,947 1,432,959 5,219,906 278,841 918,013 4,023,052 5% 23%

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8. CIP Variance Report
FY2022-23 - Period 6 - December 2022

CAPITAL IMPROVEMENT PROJECTS BY FUND
ORIGINAL REVISED 12/31/2022 PCT Used 50%
BUDGET ADJ. BUDGET EXPENDED BALANCE without %
NON-GENERAL FUND - PROJECT FUNDS FY2022-23 FY2022-23 FY2022-23 FY20 22-23 ENCUMB REMAINING ENCUMB USED Notes 2110 - PARK IMPACT FEE
REVENUE - - - (5,364) - - Revenue budget for Impact Fee is adjusted at mid-
year
JPA SPORTS FIELD PARTNERSHIP 15,000 - 15,000 15,000 - - 100% 100% TOTAL - PARK IMPACT FEE - EXPENSES 15,000 - 15,000 15,000 - - 100% 100% 2111 - TRAFFIC IMPACT FEE
TOTAL REVENUE - - - (125,783) - - Revenue budget for Impact Fee is adjusted at mid-
year
TRAFFIC SAFETY IMPROVEMENTS 263,639 106,795 370,434 7,168 102,447 260,819 2% 30% Multiple PO's carried-forward for work on the
Traffic Safety Improvements Project
TOTAL - TRAFFIC IMPACT FEE - EXPENSES 263,639 106,795 370,434 7,168 102,447 260,819 2% 30% 2116 - OPEN SPACE IMPACT FEE
REVENUE - - - (108,864) - - Revenue budget for Impact Fee is adjusted at mid-
year
SF BAY TRAIL - (PT. RICHMOND TO PT. MOLATE) 373,264 - 373,264 - - 373,264 0% 0% TOTAL - OPENSPACE IMPACT FEE - EXPENSES 373,264 - 373,264 - - 373,264 0% 0% 2117 - LIBRARY IMPACT FEE
REVENUE - (250,000) (250,000) (112,500) - (137,500) 45% 45% Administrative adjustment will correct in period 7 ADA RAMP MAIN LIBRARY STAFF ENTRANCE 30,000 - 30,000 - - 30,000 0% 0% BOOKMOBILE - NEW 70,000 - 70,000 - - 70,000 0% 0% DELIVERY VAN - NEW 70,000 - 70,000 - - 70,000 0% 0%
TOTAL - LIBRARY IMPACT FEE - EXPENSES 170,000 - 170,000 - - 170,000 0% 0% 2120 - WASTEWATER IMPACT FEE
TOTAL REVENUE - - - (103,551) - 103,551 Revenue budget for Impact Fee is adjusted at mid-
year
COGENERATION - 842,391 842,391 73,551 768,840 - 9% 100% PO encumbered with Veolia for work on the
Cogeneration Project
SANITARY SEWER REPAIRS /BRICK MANHOLE REH 794,130 - 794,130 - - 794,130 0% 0% TOTAL - WASTEWATER IMPACT FEE - EXPENSES 794,130 842,391 1,636,521 73,551 768,840 794,130 4% 51% (794,130)$ 348,556$ (445,574) (1,105,433) (927,905) (883,724) TOTAL - REVENUE - CAPITAL PROJECT FUNDS (30,941,917) - (30,941,917) (16,847,458) - (14,094,459) 54% 54% TOTAL - EXPENSES - CAPITAL PROJECT FUNDS 33,596,025 7,048,056 40,644,081 3,167,897 13,954,087 23,522,098 8% 42% 1017 - ECIA DEPARTMENT
YELLOW BRICK ROAD 1,313,655 222,337 1,535,992 137,457 85,582 1,312,952 9% 15% TOTAL - ECIA DEPARTMENT 1,313,655 222,337 1,535,992 137,457 85,582 1,312,952 9% 15% 1201 - HOUSING DEPARTMENT - CDBG
AMERICANS WITH DISABILITIES ACT (ADA) BOOKER 485,000 - 485,000 - 119,348 365,652 0% 25% AMERICANS WITH DISABILITIES ACT (ADA) PARCHE 450,000 46,314 496,314 49,536 143,808 302,970 10% 39% PO encumbered with Oleg Kovrizhuyku for ADA
improvements at Parchester Community Center
TOTAL - HOUSING DEPARTMENT - ADA 935,000 46,314 981,314 49,536 263,156 668,622 5% 32% 4001 - PORT CIP
BERTH ELECTRIFICATIONS 750,000 - 750,000 - - 750,000 0% 0% PPMT ENVIRONMENTAL COMPLIANCE 100,000 - 100,000 - - 100,000 0% 0% PPMT GENERAL UPGRADES 250,000 - 250,000 - 64,000 186,000 0% 26% TOTAL - PORT CIP 1,100,000 - 1,100,000 - 64,000 1,036,000 0% 6% 4003 - WATER RESOURCE RECOVERY WASTEWATER CIP
COGENERATION 1,461,280 34,194 1,495,474 1,870 32,324 1,461,280 0% 2%

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8. CIP Variance Report
FY2022-23 - Period 6 - December 2022

CAPITAL IMPROVEMENT PROJECTS BY FUND
ORIGINAL REVISED 12/31/2022 PCT Used 50%
BUDGET ADJ. BUDGET EXPENDED BALANCE without %
NON-GENERAL FUND - PROJECT FUNDS FY2022-23 FY2022-23 FY2022-23 FY20 22-23 ENCUMB REMAINING ENCUMB USED Notes DECLORINATION SODIUM BISULFITE TANK (SBS) 3,250,000 11,885,711 15,135,711 4,433,190 439,489 10,263,032 29% 32% DESIGN AND ENGINEERING SERVICES - 516,775 516,775 - 516,775 - 0% 100% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
DESIGN CUTTING, CARLSON & HOFFMAN - 709,409 709,409 6,922 702,487 - 1% 100% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
DORNAN DRIVE FORCE MAIN REHABILITATION 4,000,000 - 4,000,000 - - 4,000,000 0% 0% FERRY POINT DORNAN DRIVE PUMP STATION 375,000 2,964,991 3,339,991 283,117 2,835,627 221,247 8% 93% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
FIRST & BISSEL SEWER REHAB - 10,433 10,433 - 10,433 - 0% 100% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
FIRST STREET WET WEATHER - 221,248 221,248 13,677 207,572 - 6% 100% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
FLEET REPLACEMENT/OTHER EQUIPMENT 515,000 1,054,907 1,569,907 - 1,054,907 515,000 0% 67% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
GRIT AND AERATION REPLACEMENT 20,000,000 17,139,075 37,139,075 12,850,926 4,288,148 20,000,000 35% 46% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
MACDONALD & VIRGINIA SEWER CAPACITY - 80,568 80,568 976 79,593 - 1% 100% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
MARINA BAY PARKWAY FORCE MAIN RELOCATION 350,000 64,608 414,608 - 64,608 350,000 0% 16% PIPELINE REHAB & REPLACEMENT - 674,172 674,172 125,607 548,566 - 19% 100%
Multiple PO's encumbered with Veolia for work on
Wastewater CIP
SANITARY SEWER REPAIRS 3,325,000 733,835 4,058,835 215,765 518,070 3,325,000 5% 18% SANITARY SEWER REPAIRS POINT REPAIR 475,000 212 475,212 - 212 475,000 0% 0% STORMWATER GRANT 1,598,844 (1,598,844) - - - - 0% 0% SUPERVISORY CONTROL AND DATA ACQUISTION ( - 126,276 126,276 95,855 30,422 - 76% 100% Multiple PO's encumbered with Veolia for work on
Wastewater CIP
WWTP SEISMIC RETROFITS 325,000 23,443 348,443 - 23,443 325,000 0% 7% WWTP SLUDGE THICKENER 630,061 516,379 1,146,440 75,323 441,057 630,061 7% 45% Multiple PO's encumbered with Veolia for work on
Wastewater CIP

TOTAL - WATER RESOURCE RECOVERY WASTEW
A 36,305,185 35,157,393 71,462,578 18,103,226 11,793,732 41,565,620 25% 42% 4005 - MARINA 35,999,784 $
AREA FM CAP 929,161 - 929,161 - - 929,161 0% 0% TOTAL - MARINA CIP 929,161 - 929,161 - - 929,161 0% 0% 4008 - KCRT
ENGINEERING; (Microwave Transmission & Playback S 120,000 - 120,000 11,673 - 102,041 10% 10% TOTAL - KCRT CIP 120,000 - 120,000 11,673 - 102,041 10% 10% 5003 - EQUIPMENT SERVICES CIP
FIRE VEHICLES 810,000 65,000 875,000 - 423 874,577 0% 0% OTHER CITY VEHICLES 3,305,000 515,230 3,820,230 - 2,533,550 1,286,680 0% 66% PO Encumbered with 72 Hour LLC for purchase of
(15) 2023 Ford F150's and (6) 2023 Ford 250's
POLICE VEHICLES 1,451,000 225,413 1,676,413 534 224,879 1,451,000 0% 13% OTHER CITYEQUIPMENT 100,000 - 100,000 - - 100,000 0% 0% TOTAL - EQUIPMENT SERVICES CIP 5,666,000 805,644 6,471,644 534 2,758,852 3,712,257 0% 43%

TOTAL - EXPENSES - ENTERPRISE AND OTHER OP
E 46,369,001$ 36,231,687 $ 82,600,688 $ 18,302,427 $ 14,965,323 $ 49,326,653 $ 22% 40% GRAND TOTAL EXPENSES - ALL FUNDS 79,965,026$ 43,279,744 $ 123,244,770 $ 21,470,324$ 28,919,410 $ 72,848,751 $ 17% 41%

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8. CIP Variance Report
City of Richmond
FY2022-23
December 2022 - Period 6

PUBLIC WORKS DEPARTMENT - CIP
13TH STREET COMPLETE STREET 793,870 367,656 1,161,526 90,185 377,471 693,870 8% 40% Dec-22 Spring 2023 Dec-23 AMERICANS WITH DISABILITIES ACT (ADA), SIDEWALKS, CURBS330,170 216,750 546,920 116,714 363,931 66,275 21% 88% Multiple
PO's Ongoing Annual project
APRA/MAIN LIBRARY 452,000 48,000 500,000 - 48,000 452,000 0% 10% Dec-22 Spring 2023 Dec-23 ARPA/NEVIN CENTER 450,000 39,750 489,750 - 39,750 450,000 0% 8% Dec-22 Spring 2023 Dec-23 ARPA/RECREATION CENTER 451,000 23,975 474,975 - 23,975 451,000 0% 5% Dec-22 Spring 2023 Dec-23 ARPA/RICHMOND MUSEUM 467,400 32,600 500,000 - 32,600 467,400 0% 7% Dec-22 Spring 2023 Dec-23 ATP QUICK BUILD CUTTING/HOFFMAN 625,212 - 625,212 - 412,419 212,793 0% 66% PO
encumbere
d with WR
Forde for
work on
the
ATP QUICK BUILD HARBOUR WAY S. CYCLE
TRACK 184,300 - 184,300 - 29,579 154,721 0% 16% HARBOUR WAY IMPROVEMENTS 82,500 - 82,500 - - 82,500 0% 0% STREET PAVING SB1 CUTTING/HARBOUR WAY
S. BIKEWAY 706,308 159,514 865,822 1,680 783,616 80,526 0% 91% PO
encumbere
d with WR
BOORMAN PARK REVITALIZATION 3,490,204 497,253 3,987,457 184,231 473,736 3,329,489 5% 17% Completed Dec-23 Mitigation work on contaminated site BRIDGE PREVENTIVE MAINTENANCE 2,124,143 14,378 2,138,521 2,760 11,618 2,124,143 0% 1% Completed Spring 2023 Dec-23 Cleaning and sealing the bridge deck CARLSON BLVD. CROSSTOWN CONNECTIONS IMPROVEMENTS398,410 22,858 421,268 - 201,669 219,599 0% 48% Work in progress Jun-23 CASTRO RANCH ROAD - 477,335 477,335 - 477,335 - 0% 100% Prior year
PO carry- Mar-23

CORP YARD ROOF-BATHROOM REMODEL AND
FUEL SITES UPGRADES 399,000 83,149 482,149 39,858 83,149 359,142 8% 26% 60% Jun-23 Dec-23 Bathroom design is 60% completed.

Additional emergency funding of $1.3M

DEVELOPING PERSONAL RESOURCES
CENTER (DPRC) ROOF REPLACEMENT 100,000 - 100,000 - 33,520 66,480 0% 34% Dec-22 Emergency justification completed,
contacting contractor
FIRE STATION 66 - GENDER SPECIFIC RESTROOMS 275,052 - 275,052 - - 275,052 0% 0% Completed On hold for additional $500,000 in funding TBD Additional funding is needed for
construction of the gender specific
GREENWAY GAP AND CONNECTIVITY STUDY - 149,926 149,926 77,177 72,749 1 51% 100% Prior year
PO carry-
Study will be completed in February
2023
GREENWAY REHAB AND BIKE EDUCATION 127,310 - 127,310 - - 127,310 0% 0% This grant is for three projects – a
small construction project that has not
GREENING THE YELOW BRICK ROAD 351,769 2,024,348 2,376,117 285,469 1,738,878 351,769 12% 85% Prior year
PO carry- Work in progress Spring 2023
Planting in progress, medians and
trees on 8th Street
HARBOUR 8 PARK EXTENSION 6,194,260 118,018 6,312,278 284,348 5,510,582 517,348 5% 92% PO
encumbere
d with
POGO In progress Dec-24 This will take a couple of years HARBOUR WAY & WRIGHT SECTION 130 1,199,075 - 1,199,075 - - 1,199,075 0% 0% TBD TBD TBD HILLTOP FIRE STATION FUEL SYSTEM 50,000 - 50,000 - - 50,000 0% 0% On hold, funding may be needed for
fuel pumps at Corp Yard
I-80 CENTRAL INTERCHANGE PHASE II 2,199,012 186,464 2,385,476 58,536 127,928 2,199,012 2% 8% Dec-22 Spring 2023 Dec-23 Releasing environmental documents
by 12/31/22
JPA SPORTS FIELD PARTNERSHIP 15,000 - 15,000 15,000 - - 100% 100% Annual
payment
Annual payment for sports field
agreement
MARTIN LUTHER KING JR. COMMUNITY CENTER 267,692 - 267,692 - - 267,692 0% 0% On hold, not enough funding MARTIN LUTHER KING JR. TURF FIELD REPLACEMENT234,000 - 234,000 - - 234,000 0% 0% Completed Completed Completed MEMBERSHIP & DUES CCTA and WCCTAC 200,000 - 200,000 - - 200,000 0% 0% N/A Annual payment for WCCTAC and
CCTA dues
On hold for now - This is a combined project with multiple funding sources and is in need of an additional $150,000 for completion. ATP Quick Build Cutting/Hoffman, ATP Quick Build Harbour Way S. Cycle Track, Harbour Way Improvements and SB1 Cutting/Harbour Way S. Bikeway. An additional $150,000 is needed for the original scope. The scope has been reduced to stay within current budget. The Public Utility Commission (PUC) is threatening to sue the city for illegal railroad crossings. Need to correct the railroad crossing and complete the Hoffman section to stay in compliance with grantor

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8. CIP Variance Report
City of Richmond
FY2022-23
December 2022 - Period 6

CAPITAL IMPROVEMENT PROJECTS BY DEPARTMENT
ORIGINAL REVISED 12/31/2022 %
EXPENDITURES BUDGET ADUSTMENTS BUDGET EXPENDED BALANCE without % FINANCE Estimated CAPITAL PROJECTS FY2022-23 FY2022-23 FY2022-23 FY2022-23 ENCUMB REMAINING ENCUMB USED NOTES Design Construction Completion Date Contingency/Other NATIVE AMERICAN HEALTH CENTER 50,000 - 50,000 - - 50,000 0% 0% 6/30/2023 Replace Heating Ventilation and Air
Condition (HVAC) System
PARKS YARD FUEL SITE UPGRADES 220,000 - 220,000 - - 220,000 0% 0% Additional funding is needed SF BAY TRAIL- GOODRICK AVENUE - 21,350 21,350 - 21,350 - 0% 100% Prior year
PO carried- Completed Completed Completed
Project completed, will close PO to
remove encumbrance
SHIMADA PARK RESTROOM 240,790 5,900 246,690 73,490 148,360 24,840 30% 90% PO
encumbere Work in progress Dec. 2022 Roof and ADA remodel SF BAY TRAIL- PT. MOLATE 1,019,967 - 1,019,967 11,448 25,243 983,276 1% 4% Dec-22 Mar-23 Dec-23 March 2023 award contract STREET PAVING 2,500,000 619,676 3,119,676 1,376,621 662,120 1,080,936 44% 65% Multi PO's
encumbere
d for Work in progress
San Pablo Ave. I-80 to El Cerrito city
limits (Bart), Nov 2023
STREET PAVING - SB1 - 37TH STREET 300,000 (100,543) 199,457 - 36,915 162,542 0% 19% Completed Completed Completed SB1 funded portion completed STREET PAVING - SB1 - CASTRO RANCH ROAD 329,168 264,178 593,346 4,189 263,854 325,304 1% 45% Completed Completed Completed SB1 funded portion completed STREET PAVING SB1 - MARINA WAY - WELLNESS TRAIL59,861 5,959 65,820 1,890 4,284 59,646 3% 9% TBD TBD TBD STREET PAVING - SBI - RICHMOND PARKWAY 1,000,000 - 1,000,000 2,430 2,926 994,644 0% 1% Completed Completed Completed STREET REPORT - AUDIT 4,000 - 4,000 - - 4,000 0% 0% N/A Annual payment for street audit report SURFACE DRAINAGE 300,000 - 300,000 - - 300,000 0% 0% Annual allocation This project is weather driven, will
pickup in winter
TRAFFIC SAFETY IMPROVEMENTS 263,639 147,534 411,173 20,573 129,781 260,819 5% 37% Annual allocation Speed humps have been requested YELLOW BRICK ROAD 1,321,900 582,736 1,904,636 385,646 197,793 1,321,197 20% 31% Dec. 2022 Waiting on PG&E service connections TOTAL - PUBLIC WORKS DEPARTMENT CIP 29,777,012 6,008,764 35,785,776 3,032,246 12,335,132 20,418,400 8% 43%

PUBLIC WORKS - WATER RESOURCE RECOVERY WASTEWATER - CIP COGENERATION 1,461,280 876,585 2,337,865 75,421 801,164 1,461,280 3% 37% Work in progress Spring 2023 Dec-23 DECLORINATION SODIUM BISULFITE TANK (SBS) 3,250,000 11,885,711 15,135,711 4,433,190 439,489 10,263,032 29% 32% Completed Work in progress Jun-23 DESIGN AND ENGINEERING SERVICES - 516,775 516,775 - 516,775 - 0% 100% Multiple
PO's
DESIGN CUTTING, CARLSON & HOFFMAN - 709,409 709,409 6,922 702,487 - 1% 100% Multiple
PO's Completed Completed Completed Waiting on as-built plant DORNAN DRIVE FORCE MAIN REHABILITATION 4,000,000 - 4,000,000 - - 4,000,000 0% 0% Dec. 2022 Summer 2023 Dec-23 FERRY POINT DORNAN DRIVE PUMP STATION 375,000 2,964,991 3,339,991 283,117 2,835,627 221,247 8% 93% Multiple
PO's Completed Work in progress Dec-23
FIRST & BISSEL SEWER REHAB - 10,433 10,433 - 10,433 - 0% 100% Multiple
PO's Completed Waiting on as-built plant
FIRST STREET WET WEATHER - 221,248 221,248 13,677 207,572 - 6% 100% Multiple
PO's Work in progress Dec-23
FLEET REPLACEMENT/OTHER EQUIPMENT 515,000 1,054,907 1,569,907 - 1,054,907 515,000 0% 67% Multiple
PO's N/A Vactor trucks

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8. CIP Variance Report
City of Richmond
FY2022-23
December 2022 - Period 6

TOTAL - WATER RESOURCE RECOVERY
WASTEWATER CIP 37,099,315 35,999,784 73,099,099 18,176,778 12,562,572 42,359,750 25% 42%

POLICE DEPARTMENT - CIP
MISCELLANEOUS EXPENSES SAFETY EQUIPMENT 20,000 - 20,000 - - 20,000 0% 0% N/A TOTAL - POLICE DEPARTMENT CIP 20,000 - 20,000 - - 20,000 0% 0%

COMMUNITY SERVICES DEPARTMENT - CIP
AMERICANS WITH DISABILITIES ACT (ADA) BOOKER T. ANDERSON (BTA) 485,000 - 485,000 - 119,348 365,652 0% 25% Work in progress Jan-23 Jun-23 AMERICANS WITH DISABILITIES ACT (ADA) PARCHESTER CENTER 450,000 46,314 496,314 49,536 143,808 302,970 10% 39% Work in progress Dec-22 AUDITORIUM CONVENTION CENTER UPGRADES 500,000 413,638 913,638 1,930 413,753 497,955 0% 45% 50% Dec-22 Construction is 50% complete RECREATION COMPLEX HVAC 120,000 - 120,000 - - 120,000 0% 0% 22-Dec Spring 2023 Dec-23 SHIELDS-REID COMMUNITY CENTER HVAC SYSTEM UPGRADE127,250 5,600 132,850 - 5,600 127,250 0% 4% 22-Dec Spring 2023 Dec-23

TOTAL - COMMUNITY SERVICES DEPARTMENT
CIP 1,682,250 465,552 2,147,802 51,466 682,509 1,413,827 2% 34%

LIBRARY DEPARTMENT - CIP

AMERICANS WITH DISABILITIES ACT (ADA)
RAMP MAIN LIBRARY STAFF ENTRANCE 30,000 - 30,000 - - 30,000 0% 0% TBD, this will be part of the recently
awarded $9M grant for the Library
BOOKMOBILE - NEW 70,000 - 70,000 - - 70,000 0% 0% TBD DELIVERY VAN - NEW 70,000 - 70,000 - - 70,000 0% 0% TBD TOTAL - LIBRARY DEPARTMENT CIP 170,000 - 170,000 - - 170,000 0% 0%

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8. CIP Variance Report
City of Richmond
FY2022-23
December 2022 - Period 6

PORT OF RICHMOND - CIP
BERTH ELECTRIFICATIONS 750,000 - 750,000 - - 750,000 0% 0% Dec-23 Working with City Attorney, Request for
Proposal (RFP) is in progress, have to
deliver by November 2024, work will be
start in January, 2023, takes up to 10
months, December 23, is the estimated
completion. PSE Ready for release
PPMT ENVIRONMENTAL COMPLIANCE 100,000 - 100,000 - - 100,000 0% 0% Jun-23 Will be working on in April 23,
estimated completion by June 30,
2023. Coordinating with DTSC
PPMT GENERAL UPGRADES 250,000 - 250,000 - 64,000 186,000 0% 26% Mar-23 Commencing in October 2022, contract
for $64K is awarded, other contracts
are being awarded, Completed by
March 2023. First Phase complete.

Assessing next task now
TERMINAL 4 WHARF REMOVAL 3,401,288 - 3,401,288 197,628 516,345 2,687,316 6% 21% Dec-23 Consultant is providing plan now, Q1
23 estimated to start, It may be
completed by December 2023. Final
comment to bid documents
complete, expect to release for bid
in mid-January
TOTAL - PORT OF RICHMOND CIP 4,501,288 - 4,501,288 197,628 580,345 3,723,316 4% 17%

ECONOMIC DEVELOPMENT - CIP
AREA FM CAP 929,161 - 929,161 - - 929,161 0% 0% TOTAL - ECONOMIC DEVELOPMENT CIP 929,161 - 929,161 - - 929,161 0% 0%

KCRT CABLE TELEVISION - CIP
ENGINEERING; (Microwave Transmission &
Playback System) 120,000 - 120,000 11,673 - 102,041 10% 10% TBD TOTAL - KCRT CIP 120,000 - 120,000 11,673 - 102,041 10% 10%

PUBLIC WORKS - EQUIPMENT SERVICES AND REPLACEMENT - CIP FIRE VEHICLES 810,000 65,000 875,000 - 423 874,577 0% 0% OTHER CITY EQUIPMENT 100,000 - 100,000 - - 100,000 0% 0% OTHER CITY VEHICLES 3,305,000 515,230 3,820,230 - 2,533,550 1,286,680 0% 66% PO
Encumber
ed with 72
POLICE VEHICLES 1,451,000 225,413 1,676,413 534 224,879 1,451,000 0% 13% TOTAL - EQUIPMENT SERVICES CIP 5,666,000 805,644 6,471,644 534 2,758,852 3,712,257 0% 43% Equipment purchases delayed due to
nationwide supply chain problems
GRAND TOTAL 79,965,026 43,279,744 123,244,770 21,470,324 28,919,410 72,848,751 17% 41% City’s contracted Engineer and Environmental Geologist completed draft Grading Plan and submitted to DTSC. DTSC Geologist and State Project Manager have reviewed and returned document with comments by the end of October, 2022. City Staff, contracted Engineer and Geologist will incorporate State DTSC comments and ready the bid for Site Grading Work. Bid packet is expected to be ready winter of 2022 and grading work planned by Spring 2023. City continues to rent fencing to provide additional site security and provides monthly reports to State DTSC Regulator.

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Richmond City CouncilFebruary 7, 2023

Richmond City Council
February 7, 2023