Agenda — Richmond City Council, October 3, 2023 (part 1 of 23)

PLEASE NOTE: HYBRID MEETING FORMAT

AMENDED AGENDA(s)
-SPECIAL MEETING OF THE RICHMOND CITY COUNCIL/SUCCESSOR AGENCY TO THE RICHMOND

COMMUNITY REDEVELOPMENT AGENCY
-REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, October 3, 2023, 4:30 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:

Eduardo Martinez, Mayor at Large
Melvin Willis, Councilmember District 1
Cesar Zepeda, Councilmember District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Gayle McLaughlin, Vice Mayor, District 5
Claudia Jimenez, Councilmember District 6
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https://support.zoom.us/hc/en-us/articles/201362663 -Joining-a-meeting-by-phone. ** **The mayor will announce the agenda item number and open public comment when appropriate. 2 Via mail: received by 1:00 p.m. the day of the meeting, sent to 450 Civic Center Plaza, 3rd Floor, Office of the Clerk, Richmond, CA 94804.

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Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-andforth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 2 p.m. the day of the meeting).

Any member of the City Council who would like to remove an item from the consent calendar must notify the appropriate staff person and the City Clerk’s Office prior to the meeting. Although members of the City Council are encouraged to ask questions and share concerns with staff ahead of the meeting, they are not required to do so.

The Clerk’s Office must be informed of any requests to remove items from the Consent Calendar. Items removed from the Consent Calendar shall be placed at the end of the agenda for consideration.

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Accessibility for Individuals with Disabilities: Upon request, the City will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary 3 aids or services and sign language interpreters, to enable individuals with disabilities to participate in and provide comments at/related to public meetings. Please submit a request, including your name, phone number and/or email address, and a description of the modification, accommodation, auxiliary aid, service or alternative format requested at least two days before the meeting. Requests should be emailed to [email protected] or submitted by phone at 510-620-6513, ext. 9, or 510-620-6509.

Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.

Unless otherwise noted in an agenda description, all actions taken by the Council include a determination that CEQA does not apply (i.e., the action is not a project and therefore exempt from CEQA).

Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.

Pages
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:30 p.m.

B. ROLL CALL
C. CLOSED SESSION
C.1 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
• Agency Representatives: Sharrone Taylor and Jack Hughes Employee organizations:

1. SEIU Local 1021 Full Time Unit and Part Time Unit

2. IFPTE Local 21 Mid-Level Management Unit and
Executive Management Units

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) • Winehaven Trust v. City of Richmond
Guidiville Rancheria of California, et al. v. United States of America, et al.
•
C.3 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
• One Case
C.3.a CONFERENCE WITH REAL PROPERTY NEGOTIATOR
(Government Code Section 54956.8)
Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north
Agency negotiators: Lina Velasco
Negotiating parties: Miraflores Community Devco, LLC
Under negotiations: Price and Terms of Payment
•
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 5 F. SPECIAL MEETING OF THE RICHMOND CITY COUNCIL/SUCCESSOR AGENCY

TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY
6:00 p.m.

G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT

AGENCY CONSENT CALENDAR
K.1 Declaration of Exempt Surplus Land and 12th Amendment to Disposition and Development Agreement for Metrowalk Phase 2
11 ADOPT a resolution determining and declaring land owned by the City and land that will be conveyed to the City from the San Francisco Bay Area Rapid Transit District (BART) to be Exempt Surplus Land pursuant to Government Code Section 54221(f)(1)(A); and ADOPT a Resolution authorizing the city manager to execute the 12th Amendment to the Disposition and Development Agreement (DDA) by and among the City of Richmond, the Successor Agency to the Richmond Redevelopment Agency, Pacific West Communities, and BART for the Metrowalk Phase 2 Project – Community Development Department (Lina Velasco 510-620-6841).

L. ADJOURNMENT
_______________________________________________________ 6 M. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.

N. ROLL CALL
O. STATEMENT OF CONFLICT OF INTEREST
P. AGENDA REVIEW
Q. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
R. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) R.1 NEW EMPLOYEE REPORT - 1st Tuesday
S. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember)(public comments allowed under Open Forum)
T. ABATEMENT REPORT FROM THE PUBLIC WORKS DIRECTOR - 1st Tuesday (public comment allowed under Open Forum)
U. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remain on the Consent Calendar or items not on the agenda - limited to 2 minutes unless otherwise specified - Back and forth dialogue with the Council is prohibited)
V. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
V.1 City Attorney's Office
V.1.a Third Contract Amendment with NHA Advisors, LLC. 341 APPROVE a third amendment to the contract with NHA Advisors, LLC. in the amount of $100,000 to continue to provide municipal advisor and consulting services on an as-needed basis, as well as litigation and California Public Employees' Retirement System (CalPERS) and Other Post-Employment Benefits (OPEB) matters, for a new total contract amount not to exceed $300,000, keeping the contract term ending October 6, 2024 – City Attorney’s
Office/Finance Department (Dave Aleshire/ /Nickie Mastay 510-620- 6609).
7 V.2 City Council
V.2.a Ya Basta y Sin Miedo/Enough is Enough Domestic Awareness Campaign Banners
529
DIRECT City staff to install five to seven Ya Basta Enough is Enough banners in or around the Civic Center Plaza by October 16, 2023, to bring awareness to ending violence against women and girls - Councilmember Bana (510-620-6743).

V.3 Community Development
V.3.a Sole-Source Contracts with Urban Tilth and Urban Tilth as fiscal Sponsor of Rich City Rides for Transformative Climate Communities (TCC) Round 4 Implementation Grant
534
APPROVE two sole-source contracts with named grant coapplicants: 1) $7,042,833.41 with Urban Tilth and 2) $3,680,656.75 with Rich City Rides, operating with fiscal sponsorship by Urban Tilth, to implement certain subprojects funded by the $35 Million Transformative Climate Communities (TCC) Round 4 Richmond Rising Project focused on serving the Iron Triangle, Santa Fe, and Coronado neighborhoods, with a term ending December 31, 2028 – Community Development Department(Lina Velasco 510-620-
6706/Samantha Carr 510-620-5407).

V.4 Finance Department
V.4.a Annual Review and Adoption of the Resolutions to approve the Financial Policies (Debt, Investment, Pension Funding, and SWAP) 683
REVIEW the City’s Debt, Pension Funding, Investment, and Swap policies; and ADOPT resolutions to approve the updated policies – Finance Department (Andrea Miller 510-620-6790/ Mubeen Qadar 510-412-2077).

V.4.b OMNIA Cooperative Purchase Agreements for Citywide Goods and Services for Fiscal Year 2023-24 to 2026-27
734
ADOPT a resolution approving the use of OMNIA Cooperative Purchasing Agreements with Amazon Business, Ari Phoenix, Epic Business, Grainger, HD Supply, Herc Rentals, Kimball Midwest, Ricoh, and The Home Depot in an amount not to exceed $250,000 per year per vendor for Fiscal Years 2023-24 to 2026-27; and APPROVE an exception to the Sanctuary City Contracting and Investment Ordinance for Amazon Business – Finance Department (Antonio Banuelos 510-620-6741/ Ofelia Alvarez 510-620-6699). 8 V.5 Fire Department
V.5.a The Gumshoe Group Contract 4417
APPROVE a two-year contract with The Gumshoe Group to provide pre-employment background investigations for a total amount not to exceed $100,000, for a term of October 4, 2023, through July 31, 2025 – Fire Department (Chief Angel Montoya 510-307-8041/Deputy Chief Aaron Osorio 510-307-8021).

V.6 Human Resources
V.6.a Amend Staffing (Position Control) and the Salary Schedule, and Appropriate Funds as Required
4452
ADOPT resolutions amending the salary schedule to add the Paralegal classification for the City Attorney’s Office and amending staffing (position control) for the Rent Program– Human Resources Department (Nickie Mastay/ Sharrone Taylor 510-620-6602).

V.7 Library and Community Services
V.7.a Request to Attend the National Recreation and Parks Association Conference in Dallas, Texas
4459
APPROVE travel requests for Ranjana Maharaj, Deputy Director for Community Services-Recreation; Tetteh Kisseh, Recreation Supervisor; Jene Levine-Snipes, Development Project Manager, and Hope Lattell, Finance Manager, to attend the National Recreation and Parks Association conference in Dallas, Texas from October 9 to October 12, 2023 – Community Services Department (LaShonda White 510-620-6828/Ranjana Maharaj 510-620-6972). This item was continued from the September 19, 2023, meeting.

V.8 Mayor's Office
V.8.a Resolution to Rescind Resolution 92-17 which restricted Citysponsored travel to certain states. 4479
ADOPT a resolution rescinding Resolution 92-17 that prevents Cityfunded travel to states in reliance on state law. Governor Newsom repealed the travel restrictions established by Government Code section 11139.8 (e) and therefore the Mayor’s Office is recommending that Resolution 92-17 be rescinded – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.8.b Long Term Financial Analysis of the City’s Budget Under Proposed Alternative Scenarios.
4487
DIRECT city staff to work with the Mayor’s Office to finalize the draft Request for Proposals for a Long-Term Financial Analysis of the City’s Budget under the proposed alternative scenarios - Mayor Eduardo Martinez (510-620-6503) and Councilmember Claudia Jimenez (510-620-6565).
9 W. NEW BUSINESS
W.1 Opportunities for Soccer Fields and Other Amenities at Various City Parks 4496 RECEIVE an update on the City’s efforts to increase the quality and quantity of soccer fields within the City of Richmond – Public Works Department/Community Services Department (Daniel Chavarria 510-620- 5478/LaShonda White 510-620-6512).

W.2 18-Month Plan to Eliminate Mandatory Overtime within the Richmond Police Department
4546
RECEIVE a report which outlines the Richmond Police Department’s strategy to eliminate the need for mandatory patrol overtime signups within the next 18 months – Police Department (Chief Bisa French 510-621-1802).

W.3 18-Month Plan to Eliminate Mandatory Overtime within the Richmond Fire Department
4557
RECEIVE a report from the Richmond Fire Department to reduce mandatory overtime within the next 18 months –Fire Department (Chief Angel Montoya 510-307-8041).

W.4 Contract Amendment with Wiss, Janney, Elstner Associates, Inc. to provide architectural and engineering consulting services during the construction phase to repair of roofs and structures in the Winehaven Historic District 4559
DIRECT the City Attorney to negotiate and finalize a contract amendment with Wiss, Janney, Elstner Associates, Inc. (“WJE”) to allow WJE to retain a contractor and to provide architectural and engineering consulting services during the build phase to support the roof repair, rehabilitation, and temporary preservation of certain cottages located in the Winehaven Historic District; and PROVIDE DIRECTION regarding two proposed scopes (1) $250,000 to tarp buildings that require immediate protection from rain for a total contract amount of $497,000; or (2) $438,000 to repair certain cottages and tarping other cottages so they may be preserved for work expected to commence October/November 2023. For scope 2, the architect estimates the need for an additional $75,000 for the original contract for the architectural and supervisory services for a total contract amount of $760,000 – Public Works Department (Dave Aleshire 510-620-6509/Daniel Chavarria 510-620-5478).

X. ADJOURNMENT
________________________
10

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October 3, 2023
Community Development
DATE: October 3, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Lina Velasco, Director of Community Development
Nannette Beacham, Director of Economic Development
Gabino Arredondo, Interim Executive Director of
Richmond Housing Authority
Subject: Declaration of Exempt Surplus Land and 12th
Amendment to Disposition and Development Agreement
for Metrowalk Phase 2
FINANCIAL IMPACT: The Successor Agency to the former Richmond Community Redevelopment Agency (Successor Agency)
will Loan and Grant a total of $3.861M in Recognized
Obligation Payment Schedule (ROPS) funds (including a
development Loan for up to $2.187M and a Grant of up
to $1.674M for coordinated entry unit social services) for a 150-unit affordable rental housing development in
Subarea 1 of the Metrowalk Phase 2 Project. The total
Successor Agency funding amount is consistent with
prior ROPS obligations. The Agency funds will leverage
total capital and program costs of more than $130M,
including affordable housing development costs of $97M.

Funding includes a highly competitive $43M Affordable
Housing and Sustainable Communities (AHSC) funding
award from the Strategic Growth Council to the project
for transportation and BART station improvements and
the Subarea 1 housing development costs, and $5M in
Infill Infrastructure Grant (IIG) funds for the Subarea 1 housing development.

PREVIOUS COUNCIL
ACTION:

Click or tap here to enter text.

AGENDA
REPORT
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October 3, 2023

STATEMENT OF THE
ISSUE:

A Disposition and Development Agreement, dated
April 11, 2002, was executed by and among the San
Francisco Bay Area Rapid Transit District (“BART”), the former Richmond Community Redevelopment Agency
(“RCRA”), and Richmond Transit LLC (“Richmond
Transit”) (as subsequently amended, to among other
things, reflect the substitution of Pacific West
Communities, Inc. (“Pacific”) for Richmond Transit, the substitution of the Successor Agency for the RCRA, and
the extension of development deadlines, the “DDA”).

The City is proposing to make certain amendments to the DDA, including adding the City as a party in the City’s municipal capacity, providing for the conveyance of the BART-owned portion of the property to the City for
subsequent ground lease of Subarea 1 and a Request for
Proposal process for subsequent subareas, and
increasing the total units from 99 to 520 units, with a minimum forty percent (40%) being restricted for lowincome households. Since the City will require not less than 40 percent (208 units) of the units be restricted for sale or rental to low-income households at affordable rent or affordable sales prices for terms of not less than 55 years, disposition of the land will satisfy the requirements to qualify as exempt surplus land.

RECOMMENDED ACTION: ADOPT a resolution determining and declaring land owned by the City and land that will be conveyed to the City from the San Francisco Bay Area Rapid Transit
District (BART) to be Exempt Surplus Land pursuant to
Government Code Section 54221(f)(1)(A); and ADOPT a
Resolution authorizing the city manager to execute the
12th Amendment to the Disposition and Development
Agreement (DDA) by and among the City of Richmond,
the Successor Agency to the Richmond Redevelopment
Agency, Pacific West Communities, and BART for the
Metrowalk Phase 2 Project – Community Development
Department (Lina Velasco 510-620-6841).

DISCUSSION:

In 2002, the San Francisco Bay Area Rapid Transit District (“BART”), the former Richmond Community Redevelopment Agency (RCRA), and Richmond Transit LLC (“Richmond Transit”) entered into a Disposition and Development Agreement (DDA) for the Metrowalk Phase 2 Project (see Attachment 1). That Project envisioned a 99-unit townhome development on the east side of the Richmond BART station in which 50 percent (50%) of the units would be restricted to moderate income households. 12

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October 3, 2023
Subsequent amendments to the DDA were made to among other things, reflect the substitution of Pacific West Communities, Inc. (“Pacific”) for Richmond Transit, the substitution of the Successor Agency for the former RCRA, and the extension of development deadlines. Pursuant to the DDA, BART agreed to convey the BARTowned land identified as Subarea 2 and Subarea 3 in exchange for the RCRA’s commitment to fund and build certain station improvements that have now been completed, including a parking garage.

Given City and Statewide goals to locate higher density development adjacent to transit, the City desires to significantly increase the density of the development to achieve these long-term goals. As modified by the proposed 12th Amendment, BART will convey Subarea 2 and Subarea 3 to the City, and subject to the terms and conditions set forth in the DDA 12th Amendment (see Exhibit A of Attachment 2), the City will convey the property to private developers for the development of a three-phased master planned transit-oriented development that will include approximately 520 residential units, of which not less than forty percent (208 units) will be restricted for sale or rental to lowincome households at affordable rent or affordable sales prices for terms of not less than 55 years.

The City and Pacific have agreed upon terms for the City’s 99 year ground lease of Subarea 1 to an affiliate of Pacific, and have agreed that the project to be developed on Subarea 1 will be a 150-unit multifamily rental residential project in which at least 149 apartments will be affordable to households whose income does not exceed sixty percent (60%) of Area Median Income (“AMI”), of which 38 apartments will be affordable to households whose income does not exceed thirty percent (30%) of AMI and 36 apartments will be affordable to households whose income does not exceed fifty percent (50%) of AMI.

In accordance with statutory requirements that must be satisfied to support a declaration that disposition of the property qualifies for exemption under the Surplus Land Act, pursuant to the DDA as proposed to be amended, the City will require Subarea 2 and Subarea 3 to be developed with no fewer than 370 residential units of which no fewer than 59 units (or such greater number as necessary to satisfy the requirements of Government Code Section 37364) will be restricted for sale or rental to households whose income does not exceed sixty percent (60%) of AMI, of which at least one-half will be restricted for sale or rental to households whose income does not exceed fifty percent (50%) of AMI. Collectively, the development of Subareas 1, 2, and 3 in accordance with the 12th Amendment will meet the requirements for exemption from the Surplus Land Act. A Joint Resolution (see Attachment 2) of the Successor Agency and the City Council authorizing the City Manager to execute the 12th Amendment to the DDA is proposed for adoption.

The Table in Attachment 3 further summarizes the key changes proposed by the 12th Amendment to the DDA.

Disposition of Surplus Land and the Surplus Land Act
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The Surplus Land Act (Government Code Section 54220 et seq.) was enacted to promote affordable housing development on unused or underutilized public land throughout the State to respond to the affordable housing crisis, and now requires public agencies, including charter cities, special districts, and successor agencies, to follow certain procedures to dispose of “surplus land” or declare land to be “exempt surplus land” at a regular public meeting prior to disposition. Pursuant to Government Code Section 54221(f)(1)(A), surplus land that is transferred pursuant to Government Code Section 37364 qualifies as “exempt surplus land.”
Government Code Section 37364 authorizes cities to sell, lease, or otherwise dispose of real property to provide housing affordable to persons and families of low- or moderateincome provided that (i) at least eighty percent (80%) of the area of the property will be used for development of housing, and (ii) at least forty percent (40%) of the housing units developed on the property will be affordable to households whose income is not greater than sixty percent (60%) AMI, of which at least one-half will be affordable to households of very low-income (50% AMI). As proposed to be amended, the DDA would require the property to be developed for residential uses consistent with the affordability restrictions set forth in Government Code Section 37364. Therefore, City staff is requesting that the City Council adopt the resolution in Attachment 4 declaring the Property to be Exempt Surplus Land pursuant to Government Code Section 54221(f)(1)(A) and Government Code Section 37364. City staff has provided the draft Resolution to the Surplus Lands Unit of the California Department of Housing and Community Development which has confirmed that the proposed disposition meets the requirements of Government Code Section 37364 and would support a City determination that the property qualifies as exempt surplus land.

Approval of DDA Amendment by Oversight Board and Department of Finance Pursuant to California Health and Safety Code Section 34181(e), the Contra Costa County Oversight Board may approve amendments to agreements between the former RCRA and private parties if it finds that such amendments will be in the best interests of the taxing entities by reducing Successor Agency liabilities and increasing net revenue to the taxing entities. If the Oversight Board approves the DDA Amendment, such approval will take effect in five business days unless the State Department of Finance (DOF) requests review of the action. In such case, DOF will have 40 days from the date of its request to approve the action or request modification.

The proposed DDA Amendment satisfies the required criteria for the following reasons:

1. Conveyance of BART-owned Parcels. The original DDA provides that BART will transfer the BART-owned parcels (Subareas 2 and 3) to the Agency, or if directed, to the Developer. The DDA Amendment instead provides for BART’s transfer of this land to the City for subsequent conveyance to developers. Shifting responsibility for future conveyance of Subareas 2 and 3 to the City will reduce Successor Agency liabilities and will facilitate the 14

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October 3, 2023
earlier wind-up and dissolution of the Successor Agency because the Successor Agency will not have continuing obligations relating to developer selection, and negotiation and implementation of disposition agreements.

2. Conveyance of BART and City-owned Parcels. The original DDA provides for the sale of the phase two property to the developer for the sum of $900,655 financed by a no-interest forgivable loan and developer’s obligation to pay a percentage of net proceeds from the sale of for-sale units remaining after deduction of all costs of planning, designing, financing, constructing, and developing the units, developer and contractor overhead costs, and payment of ten percent (10%) of gross sale proceeds to developer as developer’s profit. This developer payment obligation would accrue after all for-sale dwellings developed on the site are sold. The DDA Amendment provides for the ground lease of the City-owned Subarea 1 parcel and the lease or sale of Subareas 2 and 3 to the selected developers.

The original DDA would have resulted in no sale proceeds payable to the Successor Agency, and the amount of any proceeds that would have been payable from the future sale of for-sale units pursuant to the original DDA is speculative with respect to the amount and timing of any such payment.

Under the DDA Amendment, the taxing entities may benefit from increased property tax revenue if the parcels are sold at fair market value and reassessed.

3. Successor Agency Development Loan. The original DDA provides for the Successor Agency to provide a no interest, unsecured, forgivable development loan in the amount of $3,861,000, allocated among the three development phases. The DDA Amendment does not increase the amount of Successor Agency funding but reallocates the funds to provide a $2.87 million loan for the Subarea 1 project that would bear three percent (3%) interest and be repayable from Subarea 1 residual surplus cash, and a grant not to exceed $1.674 million to finance a reserve to support tenant services for permanent supportive housing. The grant funds will be deposited in a reserve/sinking fund account with withdrawals approved by the City. These modifications will benefit the taxing entities because (i) the Successor Agency’s ROPS obligation to provide this financing will be completed earlier, and (ii) repayments of the development loan principal and accrued interest will offset other ROPS obligations, thereby increasing revenue to the taxing entities.

4. Successor Agency Homebuyer Loans. The original DDA provides for the Successor Agency to provide homebuyer loans in the amount of $2.5 million. These would be repaid over a 20-year period. The DDA Amendment eliminates this obligation. This change reduces Successor Agency liabilities by $2.5 million, eliminates Successor Agency obligations to originate and monitor loans, and will facilitate the earlier windup and dissolution of the Successor Agency.
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5. Closing Costs. The DDA Amendment provides that all escrow, closing, and title insurance costs are to be paid by the developer. This reduces Successor Agency payment obligations.

Additional Benefits to City. The DDA Amendment provides the following additional benefits for the City:
 City has control over land disposition and developer selection for Subareas 2 and 3.
 The Project is structured to be consistent with the requirements for exemption from the Surplus Lands Act.
 The ground lease of Subarea 1 will provide the City with long-term control over the site. The ground lease will provide for payment of a share of residual receipts to the City after the Successor Agency development loan is repaid.
 The restructured project provides for affordable housing in the first phase with supportive tenant services, and flexibility to provide rental or for-sale housing at mixed-income levels in the Subarea 2 and Subarea 3 projects.  The DDA Amendment specifies affordability requirements that were not included in the original DDA, and provides for an increase in the total number of residential units to be developed.

NEXT STEPS
If the City Council and Successor Agency Board approve the 12th Amendment to the DDA, the Successor Agency Board will seek approval by the Oversight Board and the Department of Finance. The Subarea 1 Project has obtained the majority of its funding through the Infill Infrastructure Grant (IIG) and Affordable Housing Sustainable Communities (AHSC) programs; however, an allocation of private activity tax exempt bonds from the California Debt Limit Allocation Committee (CDLAC) and four percent (4%) Low Income Housing Tax Credits (LIHTC) from the California Tax Credit Allocation Committee (TCAC) are needed to fully finance development of the Subarea 1 project.

Once all necessary financing is secured and construction plans are approved, Pacific and the City will agree on the final Financing Plan, construction and permanent loan and LIHTC equity financing agreements, and the construction contract for the Subarea 1 project. After all financing for construction loan closing is secured, the City will close on the ground lease simultaneously with the construction loan, and not before. BART has agreed to convey the land for Subareas 2 and 3 to the City within 30 days of the execution of the DDA Amendment. The City will undertake a future Request for Proposals process to select developers for those subsequent phases.

DOCUMENTS ATTACHED:

Attachment 1 – Disposition & Development Agreement (DDA) with prior Amendments Attachment 2 – Joint Resolution Authorizing Execution of 12th Amendment to the DDA Exhibit A – 12th Amendment to DDA
16

Page 7 of 7 ends

October 3, 2023
Attachment 3 – Summary of Key Changes to DDA
Attachment 4 – Exempt Surplus Land Resolution
17 DISPOSITION AND DEVELOPMENT AGREEMENT
By and Among the

RICHMOND REDEVELOPMENT AGENCY
and

SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT
and

RICHMOND TRANSIT, LLC
DOC SOC\ 752754v 14122782.00 19
18 Table of Contents
100. DEFINITIONS .............................................................................................................................. 2 200. CONVEYANCEOFTHESITE ................................................................................................... 9 201. Disposition of Site ............................................................................................................ 9 201.1 Phase One Residential!Retail Property .............................................................. 9 201.2 Parking Structure Parcel. .................................................................................. ! 0 201.3 Cultural Arts Facility Parcel... .......................................................................... !! 201.4 Phase Two Residential!Retail Property ............................................................ 12 201.5 Nevin Avenue Improvements Property ............................................................ l2 201.6 Summary of Property Conveyances ................................................................. 13 202. Escrows ........................................................................................................................... l3 202.1 Costs ofEscrow ................................................................................................ l3 202.2 Escrow Instructions .......................................................................................... 13 202.3 Authority of Escrow Agent .............................................................................. 13 202.4 Closing ............................................................................................................. 14 202.5 Termination ...................................................................................................... l4 202.6 Closing Procedure ............................................................................................ 14 203. Review of Title ............................................................................................................... 15 204. Title Insurance ................................................................................................................ 16 205. Conditions of Closing ..................................................................................................... 16 205.1 Agency/BART's Conditions Precedent of Closing to Phase One Residential/Retail Property Conveyance ................................................. 16 205.2 Developer's Conditions Precedent of Closing to Phase One Residential/Retail Property Conveyance ........................................................ 17 205.3 Agency/BART's Conditions Precedent of Closing to Phase Two ResidentiaVRetail Property Conveyance ................................................ 18 205.4 Developer's Conditions Precedent of Closing to Phase Two Residential/Retail Property Conveyance ........................................................ 19 206. Representations and Warranties ...................................................................................... 20 206.1 Agency Representations ................................................................................... 20 206.2 Developer's Representations ............................................................................ 21 206.3 BART Representations ..................................................................................... 21 207. Studies and Reports ........................................................................................................ 22 208. Condition of the Site ....................................................................................................... 23 208.1 Disclosure ......................................................................................................... 23 208.2 Investigation of Site ......................................................................................... 23 208.3 Approval of Environmental Condition ............................................................. 23 208.4 No Further Warranties As To Site .................................................................... 24 208.5 Developer Precautions ...................................................................................... 24 208.6 Developer Release and Indemnity .................................................................... 24 208.7 Reconveyance of Site to Agency or BART ..................................................... 25 DOC SOC\ 7527 54v 14122782.0019
19 Table of Contents
(continued)
300. DEVELOPMENT OF THE SITE ............................................................................................... 27 301. Scope ofDevelopment ..................... : .............................................................................. 27 301.1 Platform (Pre-Phase One or Phase One Improvements) .................................. 27 301.2 West Side Residential Units and Retail Space (Phase One Improvements} ................................................................................................ 2 7 301.3 Improvements to Western Nevin Avenue (Phase One
Development) ................................................................................................. 2 7 301.4 Temporary Parking Lot (Phase One Improvements) ....................................... 28 301.5 Parking Structure (Phase One Improvements) ................................................. 28 301.6 Cultural Arts Facility (Phase Two Improvements) .......................................... 28 301.7 Improvements to Eastern Nevin Avenue (Phase Two
Improvements) ................................................................................................ 29 301.8 East Side Residential Units and Retail Space (Phase Two Improvements) ................................................................................................ 29 302. Design Review ................................................................................................................ 30 302.1 Basic Concept Drawings .................................................................................. 30 302.2 Landscaping Plans ............................................................................................ 30 302.3 Circulation Elements and Parking Structure Plans ........................................... 30 302.4 Design Development Drawings ....................................................................... 30 302.5 Approval of Plans, Drawings and Related Documents .................................... 31 302.6 Defects in Plans ................................................................................................ 3 1 302.7 Compensation for Design Review and Construction Inspection ...................... 3l 303. Land Use Approvals and Other Permits ......................................................................... 32 303.1 Developer Improvements ................................................................................. 32 303.2 Agency Improvements ..................................................................................... 32 303.3 City Approvals Required .................................................................................. 32 303.4 Assessment District .......................................................................................... 32 304. Schedule of Performance .................................................. , ............................................. 33 305. Cost of Construction ....................................................................................................... 33 305.1 Developer Expenses ......................................................................................... 33 305.2 Agency Expenses ............................................................................................. 33 305.3 lntermodal Station ............................................................................................ 33 305.4 Infrastructure .................................................................................................... 3 3 306. Insurance Requirements .................................................................................................. 33 307. Indemnity ........................................................................................................................ 34 307.1 Developer Indemnity ........................................................................................ 34 307.2 Agency Indemnity ............................................................................................ 34 307.3 BART Indemnity .............................................................................................. 34 308. Rights of Access ............................................................................................................. 3 5 309. Compliance With Laws .................................................................................................. 3 5 ii
DOC SOC\ 752754v 14122782.00 l 9
20 Table of Contents
(continued)
309.1 General Compliance ......................................................................................... 3 5 309.2 Taxes and Assessments .................................................................................... 35 309.3 Relocation Obligations ..................................................................................... 35 309.4 Prevailing Wages and First Source Requirements ........................................... 36 310. Certificate of Completion ............................................................................................... 36 311. Financing of the Phase One and Phase Two Residential/Retail lmprovements .............................................................................................................. 36 311.1 Approval of Financing ..................................................................................... 36 311.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease-Back for Development... ................................................................ 37 311.3 Holder Not Obligated to Construct Improvements .......................................... 37 311.4 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure ................................................................................................... 37 3ll.5 Phase One Development Loan ......................................................................... 3 8 311.6 Phase Two Development Loan ........................................................................ 39 400. COVENANTS AND RESTRlCTIONS ...................................................................................... 39 401. Use in Accordance with Redevelopment Plan ................... _ ........................................... 39 402. Maintenance Covenants .................................................................................................. 40 402.1 Phase One and Phase Two Residential/Retail Property .................................. .40 402.2 Maintenance of the Site; Association CC&Rs ............................................... ..40 403. Provision of Affordable Ownership Housing ............................................................... ..40 403.1 Number of Affordable Units ........................................................................... .40 403.2 Maximum Sales Prices ..................................................................................... 40 403.3 Selection of Buyers .......................................................................................... 40 403.4 Income ofBuyers ............................................................................................. 41 404. Homebuyer Loan Program ............................................................................................. 41 405. Additional Payments ....................................................................................................... 41 406. Nondiscrimination Covenants ........................................................................................ 42 500. DEFAULTS AND REMEDIES ................................................................................................. .43 501. Default Remedies ............................................................................................................ 43 502. Institution of Legal Actions ............................................................................................ 43 503. Termination by the Developer Prior to the Conveyance ............................................... .43 504. Tennination by the Agency or BART Prior to the Conveyance ..................................... 44 504.1 Termination by Agency .................................................................................... 44 504.2 Tennination by BART ..................................................................................... 44 505. Reentry and Revesting ofTitle After the Closing and Prior to Completion of Construction ........................................................................................ 45 506. Acceptance of Service of Process ................................................................................... 47 507. Rights and Remedies Are Cumulative ........................................................................... .47 508. Inaction Not a Waiver of Default .................................................................................. .48 iii
DOC SOC\ 752754v 14'12782.00 19
21 Table of Contents
(continued)
509. Applicable Law ............................................................................................................... 48 510. Non-Liability of Officials and Employees of the Agency ............................................. .48 511. Attorneys' Fees ............................................................................................................... 48 512. Plans, Drawings and Documents to be Assigned to Agency .............. , .......................... .48 600. GENERAL PROVISIONS .......................................................................................................... 48 601. Notices, Demands and Communications Between the Parties ...................................... .48 602. Enforced Delay; Extension of Times of Performance .................................................... 49 603. Transfers of Interest in Site or Agreement ...................................................................... 49 603.1 Prohibition ........................................................................................................ 49 603.2 Permitted Transfers ............................................................................. , ............ 50 603.3 Agency and BART Consideration of Requested Transfer ............................... 50 603.4 Successors and Assigns .................................................................................... Sl 603.5 Assignment by Agency .................................................................................... 51 603.6 Assignment by BART ...................................................................................... 51 604. Relationship Between Agency, BART and Developer. .................................................. 51 605. Agency Approvals and Actions ................................... _ ................................................ 5! 606. Counterparts .................................................................................................................... 51 607. Integration ....................................................................................................................... 51 608. Real Estate Brokerage Commission ............................................................................... 51 609. Titles and Captions ....................................................... , ................................................. 52 610. Interpretation ................................................................................................................... 52 611. No Waiver ....................................................................................................................... 52 612. Modifications .................................................................................................................. 52 613. Severability ..................................................................................................................... 52 614. Computation ofTime ...................................................................................................... 52 615. Legal Advice ................................................................................................................... 52 616. Time ofEssence .............................................................................................................. 52 617. Cooperation ..................................................................................................................... 52 618. Conflicts of Interest ........................................................................................................ 53 619. Time for Acceptance of Agreement by Agency and BART ........................................... 53 620. Good Faith Deposit.. ....................................................................................................... 53 621. Additional Deposit .......................................................................................................... 53

ATTACHMENTS
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No.4
Attachment No. 5
Site Map
Legal Description
Grant Deed
Intentionally Deleted
Schedule of Performance
DOCSQCI152754vl4122782.00!9
iv
22 Attachment No. 6
Attachment No. 7
Attachment No. 8
Attachment No. 9
Attachment No. 10
Attachment No. 11
Table of Contents
(continued)
Scope of Development
Certificate of Completion
Phase One Purchase Price Promissory Note
Phase Two Purchase Price Promissory Note
Phase One Development Loan Promissory Note
Phase Two Development Loan Promissory Note
v
DOCSOC\ 7527 54v 14122782.00 19
23 DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is entered into as of April!!, 2002, by and among the RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district ("BART"), and RICHMOND TRANSIT, LLC, a California limited liability company (the "Developer").

RECITALS
The following recitals are a substantive part of this Agreement:

A. In furtherance of the objectives of the California Community Redevelopment Law, the Agency desires to redevelop certain real property located in the City of Richmond which is bounded by Barrett Avenue, Marina Way, Macdonald Avenue and 19th Street (the "Site"), a portion of which is located within the Downtown 10-A Redevelopment Project (the "Project Area"). The Site is depicted on the Site Map which is attached hereto as Attachment No. 1 and described in the Legal Description which is attached hereto as Attachment No.2, both of which are incorporated herein. The Site is bisected by a BART rail1ine and railroad tracks which run through the Site (the "Tracks"). The Site is currently owned by the Agency, the City of Richmond (the "City") and BART.

B. The Agency, BART and The Olson Company entered into an Agreement to Negotiate Exclusively dated as of July 16, 1999 (the "Negotiating Agreement"), pursuant to which the Parties agreed to negotiate with one another towards a Disposition and Development Agreement (the "DDA'') for the development of a mixed use transit village on the Site, consisting of a variety of attached townhouses, an Intermodal transit station (including a police substation), a cultural arts facility, a parking structure, retail space, the improvement of Nevin Avenue, and other associated onsite and offsite improvements (the "Transit Village"). The Olson Company has assigned its rights under the Negotiating Agreement to Developer. Pursuant to the Negotiating Agreement, the Parties have executed a Memorandum of Understanding, dated as of Aprilll, 2000 (the "Memorandum of Understanding"), to implement the Negotiating Agreement by setting forth certain terms, which have been negotiated between the Parties. This Agreement is intended to fulfill the Parties' obligations under the Negotiating Agreement, to set forth the full details of the Parties' obligations with respect to the development of the Transit Village, and to supersede the Negotiating Agreement and the Memorandum of Understanding.

C. The Transit Village will be developed in two phases. The first phase will consist of ·the development of the townhouses on the western side of the Tracks, the retail space located adjacent to such townhouses at the comer of Marina Way and Nevin Avenue, the improvement of Nevin Avenue and the Nevin Avenue Walkway located on the western side of the Tracks, a parking structure, retail space incorporated within the parking structure, and a temporary surface parking lot on the east side of the Tracks (the "Phase One Improvements"). Prior to or concurrently with the development of the Phase One Improvements, the Agency will cause the development of an Intermodal transit station on the west side of the Tracks and a center boarding platform between the Tracks. The second phase will consist of the development of the townhouses on the eastern side of the Tracks and the retail space located adjacent to such townhouses at the comer of 19th Street and Nevin Avenue, a cultural arts facility, and the improvement of Nevin Avenue and the Nevin Avenue Walkway on the eastern side of the Tracks (the "Phase Two Improvements"). l
DOC SOC\ 7527 54v !4122 782.00 !9
24 D. The Parties desire by this Agreement for the Agency and BART to convey fee title to portions of the Site to the Developer and for the Agency to ground lease another portion of the Site to an arts organization or organizations to be selected by the Agency (the "Cultural Arts Group"), for the Developer to purchase portions of the Site, and for the Developer and the Agency to construct and complete the various components of the Transit Village on the Site.

E. The disposition of portions of the Site, and the Parties' construction and completion of the Transit Village on the Site pursuant to the terms of this Agreement, are in the best interest of the City and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the redevelopment of the Project Area has been undertaken. The Parties hereto acknowledge that this Agreement is not intended to constitute a development agreement under Government Code Section 65864, et seq.

F. The majority of the Site (approximately 10.5 acres) is located within the territorial boundaries of the Agency's Downtown 10-A Redevelopment Project (the "Redevelopment Project Area"), but a portion of the Site (approximately 6.2 acres) is located outside and adjacent to the boundaries of the Redevelopment Project Area. Such portion of the Site outside of the Redevelopment Project Area is an integral part of the Site. The redevelopment of the Site in its entirety is necessary for the effective redevelopment of the Site as a Transit Village, and for the elimination of blight in the Project Area.

NOW, THEREFORE, the Agency, BART and the Developer hereby agree as follows:
100. DEFINITIONS
"Additional Purchase Price" means the portion of the purchase price payable by the Developer to the Agency pursuant to Sections 201.1 and 202.4 hereof. "Affordable Housing Cost" shall mean that purchase price (inclusive of the proceeds of the Homebuyer Assistance Loan, if any) which would result in a monthly housing cost which is not less than twenty-eight percent (28%) of the gross income of the purchaser and does not exceed the greater of(a) the product of thirty-five percent (35%) times one hundred ten percent (110%) of Contra Costa County median income adjusted for family size appropriate for the Affordable Unit, or (b) the product of thirty-five percent (3 5%) of the actual gross income of the household for Moderate Income Household purchasers earning greater than one hundred ten percent ( 11 0%) and not more than one hundred twenty percent (120%) of Contra Costa County median income. "Affordable Units" means those Residential Units, which are sold to Moderate Income purchasers pursuant to Section 403.1 hereof.
"Agency" means the Richmond Redevelopment Agency, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law and any assignee of or successor to its rights, powers and responsibilities.
"Agency H omebuyer Loan" is defmed in Section 403 hereof. "Agreement" means this Disposition and Development Agreement between the Agency, BART and the Developer.
2 oocsoa752754v 14\22782.0019
25 "BART" means the San Francisco Bay Area Rapid Transit District, a rapid transit district established pursuant to Public Utilities Code Section 28500, et seq. "BART Station" means the BART station currently located on the Site. "Best Knowledge" means the actual knowledge of the employees and agents of the Parties who manage the Site or have participated in the preparation of this Agreement, and all documents and materials in the possession of such Parties, and shall not impose a duty of investigation. "Certificate of Completion" means the document, which evidences the Developer's satisfactory completion of the Improvements, as set forth in Section 3 l 0 hereof, substantially in the form of Attachment No. 7 hereto which is incorporated herein. "City" means the City of Richmond, a California municipal corporation. The City is not a Party to this Agreement.
"Closing"means the close of Escrow for the Conveyance of the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property from the Agency and BART to the Developer, as set forth in Section 202 hereof. "Closing Date" means the date of the Closing, as set forth in Section 202.4 hereof. "Community Redevelopment Law" means California Health and Safety Code Sections 33000, et seq. as the same now exist or may hereinafter be amended. "Condition of Title" is defined in Section 203 hereof.
"Conditions Precedent" means the conditions precedent to the Closing of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property, as set forth in Section 205 hereof.
"Construction Management Agreement" means a mutually acceptable agreement to be entered into between the Agency and the Developer pursuant to Section 301 and 305.2 hereof, under which the Developer will agree to provide construction management services to the Agency for specified portions of the Transit Village Improvements required to be constructed by the Agency. "Conveyance" means the conveyance of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property by the Agency and BART to the Developer on the Closing Date.
"County" means Contra Costa County.
"Cultural Arts Facility" means the cultural arts facility to be developed and operated on a portion of the Site by the Cultural Arts Group.
"Cultural Arts Facility Lease" means the ground lease (or other instrument of conveyance) from the Agency to the Cultural Arts Group of the site for the Cultural Arts Facility. "Cultural Arts Group" means the cultural arts organization or organizations selected by the Agency and the Developer to develop and operate the Cultural Arts Facility. 3 DOCSOCI752754v !4\22782.00 !9
26 "Date of Agreement" means the date set forth in the first paragraph hereof. "Default" means the failure by any Party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described in Section 501 hereof.
"Design Development Drawings" is defined in Section 302.1 hereof. "Developer" means Richmond Transit, LLC, a California limited liability company, and its successors and assigns as permitted pursuant to this Agreement. "Developer's Cost" means the total actual cost to the Developer of planning, designing, financing, constructing, and developing the Residential Units (in accordance with the plans and specifications to be acted upon by the Agency as provided in this Agreement) through the issuance of the Certificate of Occupancy, and the costs of conveying the completed Residential Units to homebuyers. The Developer's Cost shall include, but not be limited to, the following: reasonable closing costs for the acquisition of the applicable portion of the Site, costs of grading and site preparation; the cost of construction of all of the Residential Units (including upgrades and extra items requested by homebuyers) and required onsite and offsite improvements, including architectural, engineering and design fees, reproduction costs, and development, permit, and inspection fees charged by any public agency incurred and paid by the Developer; a general contractor fee charged to the project not to exceed three dollars ($3.00) per square foot of the dwelling units which are constructed, an overhead fee payable to Developer which shall not exceed three percent (3%) of the gross sales prices of the dwelling units; construction loan fees and points, repayment of construction loan principal, interest and contingent interest; other fees and costs of construction loans and equity financing; sales commissions payable to Developer's agents and brokers and cooperating buyers' agents and brokers for the sale of the dwelling units; other reasonable costs of conveyance of the dwelling units to homebuyers, including escrow fees, title insurance fees, and taxes and fees imposed with respect to the sale of the dwelling units; builder's warranty reserve funds; performance and completion bond premiums; permanent loan fees and points payable by the Developer; consulting and professional fees paid to third parties with respect to this Agreement and the construction of the dwelling units; property taxes imposed with respect to the Property attributable to the construction period, homeowners' association dues and fees payable by the Developer, insurance costs during the construction period, security costs during the construction period, utility costs during the construction period, maintenance expenses during the construction period, all other expenses incurred during the construction period, and any other actual costs to the Developer of planning, designing, financing, constructing, and developing the Residential Units which have not been paid by the Agency or other parties. "Developer's Profit" means ten percent (10%) of the total of the gross sales prices of the Residential Units, which shall be paid to and retained by the Developer prior to the payment of any Additional Purchase Price to the Agency hereunder.
"Eastern Nevin Avenue Improvements" means the Improvements to be made to Nevin A venue on the eastern side of the Station.
"Environmental Consultant" means the environmental consultant employed by the Developer pursuant to Section 208.2 hereof.
4 DOCSOC\7 527 54v 14122782.00 19
27 "Environmental Reports" means the environmental investigation of the Site, which may be conducted for the Parties by the Environmental Consultant, as set forth in Section 208.2 hereof. "Environmental Response Actions" means any and all activities, data compilations, preparation of studies or reports, interaction with environmental regulatory agencies, obligations and undertakings in association with environmental investigations, removal activities or responses to inquiries and notice letters, as may be sought, engendered, initiated or required in connection with any local, state or federal governmental or private party claims, including any claims by the Developer.
"Environmental Response Costs" means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages. "Escrow" is defmed in Section 202 hereof.
"Escrow Agent" is defmed in Section 202 hereof.
"Exceptions" is defined in Section 203 hereof.
"FIRPTA"means the Foreign Investment in Real Property Act. "Good Faith Deposit" shall mean the Twenty-Five Thousand Dollars ($25,000) deposited by the Developer with the Agency pursuant to the Negotiating Agreement, and to be held hereunder as set forth in Section 621 hereof.
"Governmental Requirements" means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the State, the County, the City, or any other political subdivision in which the Site is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the Agency, BART, the Developer or the Site. "Grant Deed" means each grant deed for the Conveyance of each portion of the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property from the Agency and, as applicable, BART, to the Developer. Any Grant Deed from the Agency to the Developer shall be substantially in the form of Attachment No. 3 hereto which is incorporated herein. Any Grant Deed from BART to the Developer may be in such form as is mutually acceptable to BART and the Developer.
"Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115,25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defmed as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defmed as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California 5 DOCSOC\752754vl4\22782.00!9
28 Code of Regulations, Division 4, Chapter 20, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq. (42 U.S.C. Section 6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.

Sections 9601, et seq.
"Improvements" means the improvements to be constructed by the Developer, Agency and Cultural Arts Group upon the Site, all as more particularly described in Section 30 I hereof and in the Scope of Development.
"/ndemnitees" means the Agency and BART and their respective officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns. "lntermodal Station" means the Intennodal transit station to he constructed on the western side of the Tracks.
"Legal Description" means the description of the Site, which is attached hereto as Attachment No. 2 and incorporated herein.
"Memorandum of Understanding" means the Memorandum of Understanding between the Parties, dated as of April 11, 2000, which was entered to implement the Negotiating Agreement by setting forth certain terms which have been negotiated between the Parties. "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Contra Costa County median income, as determined by the United States Department of Housing and Urban Development and as set forth by regulation of the California Department of Housing and Community Development, pursuant to Health and Safety Code Section 50093.
"Negotiating Agreement" means the Agreement to Negotiate Exclusively, dated as of July 16, 1999, pursuant to which the Parties agreed to negotiate with one another towards a Disposition and Development Agreement for the development ofthe Transit Village on the Site. "Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Outside Dates" shall mean the last date the Closings for the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property shall occur, as set forth in Section 202.4 hereof.
"Parking Structure" means that parking structure to be developed by the Agency upon the Site.
"Parking Structure Parcel" means the portion of the Site upon which the Parking Structure is to be constructed, as depicted on the Site Map and described in the Legal Description. "Parking Structure Parcel Lease" means that ground lease (if any) from BART to the Agency of the Parking Structure Parcel, in a form, which is reasonably acceptable to BART and the Agency.
"Parties" means the Agency, BART and the Developer.
6 DOC SOC\ 7527S4v 14\22782.0019
29 "Phase One Development Loan" means the Agency's loan for payment of a portion of the costs of construction and development of the Phase One Residential/Retail Improvements, as set forth in Section 311.5 hereof.
"Phase One Development Loan Promissory Note" means the promissory note to be executed by Olson Urban Housing, LLC in favor of the Agency for the repayment of the Phase One Development Loan, substantially in the form of Attachment No. 10, which is incorporated herein. "Phase One Purchase Price Promissory Note" means the promissory note to be executed by Olson Urban Housing, LLC in favor of the Agency, in the amount of the Purchase Price for the Phase One Residential/Retail Property, substantially in the form attached hereto as Attachment No. 8, which is incorporated herein.
"Phase One ResidentiaVRetai/ Property" means the portion ofthe Site to be conveyed from the Agency and BART to the Developer for the construction of the Phase One Residential/Retail Property Improvements.
"Phase Two Development Loan" means the Agency's loan for payment of a portion of the costs of construction and development of the Phase Two Residential/Retail Improvements, as set forth in Section 311.6 hereof.
"Phase Two Development Loan Promissory Note" means the promissory note to be executed by Olson Urban Housing, LLC in favor of the Agency for the repayment of the Phase Two Development Loan, substantially in the form of Attachment No. 11, which is incorporated herein. "Phase Two Purchase Price Promissory Note"means the promissory note to be executed by Olson Urban Housing, LLC in favor of the Agency, in the amount of the Purchase Price for the Phase Two Residential/Retail Property, substantially in the form attached hereto as Attachment No. 9, which is incorporated herein.
"Phase Two ResidentiaVRetail Property" means the portion of the Site to be conveyed from the Agency and BART to the Developer for the construction of the Phase Two Residential/Retail Improvements.
"Prevailing Wage Requirements"means the requirements which are applicable to the specific type of development work being performed within the Transit Village, as set forth in Agency Resolution 91-9, adopted February 4, 1991.
"Project Area" means the territorial boundaries of the Downtown 10-A Redevelopment Project, adopted by the City pursuant to the Redevelopment Plan. "Purchase Price" means the purchase price payable for the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property. "RAP" is defmed in Section 208.3 hereof.
"Redevelopment Plan" means the Redevelopment Plan for the Redevelopment Project Area, adopted by City Ordinance No. 169, and amended by City Ordinance No. 29-99, all of which are hereby incorporated herein by reference.
"Remedial Work" is defmed in Section 208.3 hereof.
7 DOC SOC\ 752754v 14\22782.0019
30 "Residential Units" means the attached townhome units to be constructed on the Phase One Residential/Retail Property and Phase Two Residential/Retail Property. "Sales Proceeds" means the proceeds of the sale of the Residential Units constructed on the Site.
"Schedule of Performance" means the Schedule of Performance attached hereto as Attachment No. 5 and incotporated herein, setting out the dates and/or time periods by which certain obligations set forth in this Agreement must be accomplished. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between the Developer, the Agency's Director and the Department Manager, Real Estate Services, of BART. "Scope of Development" means the Scope of Development attached hereto as Attachment No. 6 and incorporated herein, which describes the scope, amount and quality of development of the Improvements to be constructed by the Parties pursuant to the terms and conditions of this Agreement.
"Shared Parking Agreement," means the agreement to be entered into between BART and the Agency for the shared use of the parking spaces within the Parking Structure, as set forth in Section 20 1.2( d) hereof.
"Site" means that certain portion of the Project Area located in the City of Richmond, which is bounded by Barrett Avenue, Marina Way, Macdonald Avenue and 19th Street. The Site is legally described in the Legal Description and depicted on the Site Map. "Site Map" means the map of the Site, which is attached hereto as Attachment No. I and incorporated herein.
"Site Plan" means the site plan showing the proposed development of the Site, which is attached to the Scope of Development as Exhibit A and incorporated herein. "State" means the State of California.
"Technical Assistance" is defmed in Section 301.6 hereof. "Temporary Parking Lot" means the temporary parking lot to be constructed by the Agency on a portion of the Site.
"Threshold Amount" is defmed in Section 208.3 hereof.
"Title Company" is defmed in Section 203 hereof.
"Title Report" means the preliminary title report, as described in Section 203 hereof. "Title Policy" is defined in Section 204 hereof
"Tracks" means the BART rail line and railroad tracks which run through the Site. "Transit Village" means the mixed use transit village to be developed on the Site, consisting of a variety of attached townhouses, an Intermodal transit station (including a police substation), a 8 DOCSOC\752754vl4122782.0019
31 cultural arts facility, a parking structure, retail space, the improvement of Nevin Avenue, and other associated onsite and offsite improvements, as defined in Recital B. "Transfer" is defmed in Section 603.1 hereof.
"WCCTAC" means the West Contra Costa Transportation Advisory Committee. "Western Nevin Avenue Improvements" means the Improvements to be made to Nevin A venue on the western side of the Station.
200. CONVEYANCE OF THE SITE
201. Disposition of Site.
201.1 Phase One Residential/Retail Property. The Developer agrees to purchase the Phase One Residential/Retail Property from the Agency and, indirectly through the Agency, from BART, and the Agency agrees to sell and BART agrees to convey the Phase One ResidentiaVRetail Property to the Developer, in accordance with and subject to all of the terms, covenants, and conditions of this Agreement, for the all-inclusive purchase price of Nine Hundred Forty-Eight Thousand Twenty-Two Dollars ($948,022) (the "Purchase Price"). The Phase One ResidentiaVRetail Property Purchase Price represents the agreed upon reuse value of the Phase One Residential/Retail Property, at the use and with the covenants, conditions precedent, conditions subsequent and development costs authorized by this Agreement. The Developer shall pay the Phase One ResidentiaVRetail Property Purchase Price by the Developer's deposit into the Escrow of a promissory note for the full amount of the Phase One Residential!Retail Property Purchase Price, substantially in the form attached hereto as Attachment No.8 and incorporated herein (the "Phase One Purchase Price Promissory Note"), which shall be executed by Olson Urban Housing, LLC. The Phase One Purchase Price Promissory Note shall provide for a credit against the sums owing thereunder equal to one hundred percent (100%) of the Developer's actually incurred, out of pocket hard and soft costs of the Developer's construction and installation of the offsite improvements and common area improvements made in connection with the development of the Phase One ResidentiaVRetail Improvements. The Phase One Purchase Price Promissory Note shall not accrue any interest. The Phase One Purchase Price Promissory Note shall be unsecured. The Agency shall receive and shall be entitled to retain the full amount of the Purchase Price for the Phase One Residential/Retail Property, including that portion of the Phase One Residential/Retail Property originally owned by BART. At the request of the Agency, BART shall convey its portion of the Phase One Residential/Retail Property to the Developer and BART further agrees that BART shall not receive any portion of the Purchase Price paid for its interest in the Phase One Residential/Retail Property. BART acknowledges that the Agency's perfonnance of its obligations hereunder constitutes adequate consideration for BART's conveyance of its portion of the Phase One Residential/Retail Property, and the parties acknowledge that BART is conveying its portion of the Phase One Residential/Retail Property directly to the Developer, instead of to the Agency (who would then convey such property to the Developer), as an accommodation to and at the direction of the Agency. The Agency shall use the Phase One Residential/Retail Property Purchase Price proceeds solely to pay for a portion of the cost of the Improvements which it is required to perform or finance pursuant to this Agreement.

The Developer shall also pay to the Agency an "Additional Purchase Price" in an amount equal to seventy-five percent (75%) of the proceeds of the sale of the Residential Units constructed on the Phase One Residential/Retail Property and Phase Two Residential/Retail Property ("Sales 9 DOC SOC\ 752754v 14122782.0019
32 Proceeds"), after deduction of the Developer's Cost of constructing, developing and selling such Residential Units, and deduction of the Developer's Profit payable for the Residential Units. The Additional Purchase Price shall be payable by the Developer to the Agency within sixty (60) days after the close of escrow for the sale of the last of the Residential Units on the Phase Two Residential/Retail Property; provided, however, that if the Agreement is terminated prior to the Conveyance of the Phase Two Residential/Retail Property, then the Additional Purchase Price shall be payable by the Developer to the Agency within sixty (60) days after the close of escrow for the sale of the last of the Residential Units on the Phase One Residential/Retail Property. 201.2 Parking Structure Parcel.
(a) After the completion of the construction of the Temporary Parking Lot, the Agency shall cause the construction of the Parking Structure on the Parking Structure Parcel at the Agency's expense. The Parking Structure shall consist of a minimum of 680 parking spaces and approximately +/-9,000 square feet of commercial space facing Macdonald Avenue.
(i) At the request of the Agency, BART shall ground
lease the Parking Structure Parcel to the Agency or the City (or another related entity), as designated by the Agency under the Parking Structure Parcel Lease. The Parking Structure Parcel Lease shall provide, among other things, that the ground rent for the Parking Structure Parcel shall be $1.00 per year; that the term of the Parking Structure Parcel Lease shall be concurrent with the term of the financing obtained by the Agency or the City for the construction of the Parking Structure; and that, upon termination of the lease term, BART shall obtain ownership of the Parking Structure. (ii) At the request of the Agency, and as an alternative to the Parking Structure Ground Lease described in subparagraph 20l.l(a)(i) above, BART shall grant to the Agency or the City a right of entry to the Parking Structure Parcel in a form reasonably acceptable to BART and the Agency, which entitles the Agency and its contractors to construct the Parking Structure thereon.
(iii) BART agrees to take title to the Parking Structure under either subsection (i) or subsection (ii) above, as requested by the Agency, subject to the restrictions placed on said title pursuant to the Master Agreement and Program Supplement between the Agency and CalTrans that have been approved in writing by BART. Upon completion of the Parking Structure in accordance with this Agreement, the Agency shall deliver a bill of sale or other instrument reasonably acceptable to BART and the Agency that conveys title to the completed Parking Structure to BART and an assignment of all warranties, which the Agency has relating to the Parking Structure in a reasonably acceptable form.
(b) The Developer shall serve as the construction manager of the Parking Structure on behalf of the Agency and shall be responsible for the construction of the Parking Structure in accordance with all public works requirements applicable to Agency projects and in accordance with BART standards. The Developer shall be entitled to compensation from the Agency for such construction management services equal to 6% of the cost for the construction of the Parking Structure. BART shall be entitled to compensation for its costs incurred in providing design criteria, coordination and reviews during design and for construction inspection of the bus bay remodeling and the Parking Structure. BART's compensation therefore shall be subject to the maximum compensation set forth in Section 302.7 hereof. 10 DOC SOC\ 7527 54v 14\22782.0019
33 (c) BART, directly or through a contractor, shall be responsible for managing, maintaining and operating the Parking Structure upon its completion, whether pursuant to a sublease from the Agency under alternative 201.2(a)(i) above or as the owner of the Parking Structure under alternative 201.2(a)(ii) above and Section 301.5(d) below. In either situation, BART shall sublease to the Developer the commercial space within the Parking Structure, pursuant to a sublease, which is reasonably acceptable to the Developer and BART. (d) To provide for the shared use of the parking spaces within the Parking Structure, BART and the Agency shall enter into a Shared Parking Agreement, which is mutually acceptable to BART and the Agency. The Parking Structure spaces shall be available for use by the customers and employees of the Cultural Arts Facility, subject to the terms and provisions of the Shared Parking Agreement.
201.3 Cultural Arts Facility Parcel. The Agency shall ground lease the Cultural Arts Facility Parcel to a cultural arts organization or organizations selected by the Agency in the marmer set forth in Section 301.6 hereof, pursuant to a lease to be prepared by the Agency (the "Cultural Arts Facility Parcel Lease"). In the event that the Cultural Arts Facility Parcel Lease does not conunence on or before the time that the fiftieth (50'h) townhouse on the Phase Two Residential/Retail Property is completed and sold, the Parties shall meet and confer to mutually determine if an alternate use should be made of the Cultural Arts Facility Parcel. The Cultural Arts Facility Parcel Lease shall provide, among other things:
a. The rent for the Cultural Arts Facility Parcel, which shall be an amount to be mutually determined by the Agency and the Cultural Arts Group. b. The term of the Cultural Arts Facility Parcel Lease, which shall be mutually determined by the Agency and the Cultural Arts Group.
c. The Cultural Arts Facility shall consist of improvements to be mutually determined by the Agency and the Cultural Arts Group.
d. The Cultural Arts Group shall be responsible for obtaining all financing for the construction of the Cultural Arts Facility (estimated to be approximately $7,500,000).

Availability of such financing shall be a condition to commencement of the Cultural Arts Facility Parcel Lease.
e. At the request of the Agency, the Developer shall serve as the construction manager of the Cultural Arts Facility on behalf of the Cultural Arts Group. The Developer shall be entitled to compensation for such construction management services equal to 6% of the cost for the construction of the Cultural Arts Facility. The Developer's obligation to serve as the construction manager of the Cultural Arts Facility shall terminate if the construction of such facility is not ready to commence within one year after the completion of the Improvements on the Phase Two Residential/Retail Property.
f. The Cultural Arts Group shall own the Cultural Arts Facility during the term of the Cultural Arts Facility Parcel Lease and shall be responsible for operating and maintaining the Cultural Arts Facility.
g. The Agency shall be entitled to review and approve the design of the Cultural Arts Facility and pedestrian and vehicular circulation as it relates to the Cultural Arts Facility.

BART shall be entitled to review and approve the design of the Cultural Arts Facility and pedestrian 11 00CSOC\752754v 14\22782.0019
34 and vehicular circulation as it relates to the Cultural Arts Facility. In addition, BART shall be entitled to review and approve any circulation elements as they may affect access to the Richmond BART station.
201.4 Phase Two Residential/Retail Property. The Developer agrees to purchase the Phase Two Residential/Retail Property from the Agency and, indirectly through the Agency, from BART, and the Agency agrees to sell and BART agrees to convey the Phase Two Residential/Retail Property to the Developer, in accordance with and subject to all of the terms, covenants, and conditions of this Agreement, for the all-inclusive purchase price of Nine Hundred Thousand, Six Hundred Fifty-Five Dollars ($900,655) (the "Purchase Price"). The Phase Two Residential/Retail Property Purchase Price represents the agreed upon reuse value of the Phase Two Residential/Retail Property, at the use and with the covenants, conditions precedent, conditions subsequent and development costs authorized by this Agreement. The Developer shall pay the Phase Two Residential/Retail Property Purchase Price by the Developer's deposit into the Escrow of a promissory note for the full amount of the Phase Two Residential/Retail Property Purchase Price, substantially in the fonn attached hereto as Attachment No.9 and incorporated herein (the "Phase Two Purchase Price Promissory Note"), which shall be executed by Olson Urban Housing, LLC.

The Phase Two Purchase Price Promissory Note shall provide for a credit against the sums owing thereunder equal to one hundred percent ( 100%) of the Developer's actually incurred, out of pocket hard and soft costs of the Developer's construction and installation of the offsite improvements and common area improvements made in connection with the development of the Phase Two Residential/Retail Improvements. The Phase Two Purchase Price Promissory Note shall not accrue any interest. The Phase Two Purchase Price Promissory Note shall be unsecured. The Agency shall receive and shall be entitled to retain the full amount of the Purchase Price for the Phase Two Residential/Retail Property, including that portion of the Phase One Residential/Retail Property originally owned by BART. At the request of the Agency, BART shall convey its portion of the Phase Two Residential/Retail Property to the Developer, and BART further agrees that BART shall not receive any portion of the Purchase Price paid for its interest in the Phase Two Residential/Retail Property. BART acknowledges that the Agency's performance of its obligations hereunder constitutes adequate consideration for BART's conveyance of its portion of the Phase Two Residential/Retail Property, and the parties acknowledge that BART is conveying its portion of the Phase Two Residential/Retail Property directly to the Developer, instead of to the Agency (who would then convey such property to the Developer), as an accommodation to and at the direction of the Agency. The Agency shall use the Phase Two Residential/Retail Property Purchase Price proceeds solely to pay for a portion of the cost of the Improvements which it is required to perfonn or finance pursuant to this Agreement.

The Developer shall also pay to the Agency an Additional Purchase Price in an amount equal to seventy-five percent (75%) of the proceeds of the sale of the Residential Units constructed on the Phase Two Residential/Retail Property ("Sales Proceeds"), after deduction of the Developer's Cost of constructing, developing and selling such Residential Units, and deduction of the Developer's Profit payable for the Residential Units. The Additional Purchase Price shall be payable by the Developer to the Agency within sixty (60) days after the close of escrow for the sale of the last of the Residential Units on the Phase Two Residential/Retail Property. 201.5 Nevin Avenue Improvements Property. BART shall convey to the City the real property identified in the Legal Description and Site Map as BART's portion of the Western Nevin Avenue Improvements, concurrent with BART's conveyance of its portion of the Phase One Residential/Retail Property to the Developer. BART shall convey to the City the real property identified in the Legal Description and Site Map as BART's portion of the Eastern Nevin Avenue 12 DOC SOC\ 7 527 54v 14122782.00 19
35 Improvements, concurrent with BART's conveyance of its portion of the Phase Two Residential/Retail Property to the Developer.
201.6 Summary of Property Conveyances. A summary of the various land conveyances required pursuant to this Agreement is attached to the Site Map and incorporated herein. 202. Escrows. Within the time set forth in the Schedule of Performance, the Agency, BART and the Developer shall open one or more escrows for the Conveyance of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property (the "Escrows") with Fidelity National Title Company at its office located at Richmond, California, or another escrow company mutually satisfactory to all of the Parties (the "Escrow Agent"). 202.1 Costs of Escrow. Agency and Developer shall pay their respective portions of the premium for the Title Policies as set forth in Section 204 hereof, the Agency shall pay for the documentary transfer taxes, if any, due with respect to the Conveyance of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property owned by the Agency, the Developer shall pay for the documentary transfer taxes, if any, due with respect to the Conveyance of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property owned by BART, and Developer shall pay two-thirds and Agency shall pay one-third of all other usual fees, charges, and costs which arise from each Escrow.
202.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of Developer, Agency and BART, and the Escrow Agent to whom these instroctions are delivered is hereby empowered to act under this Agreement. The Parties hereto agree to do all acts reasonably necessary to close the Escrows in the shortest possible time. Insurance policies for fire or casualty are not to be transferred, and Agency, and BART as applicable, shall cancel its own policies, if any, after each Closing. All funds received in Escrow shall be deposited with other escrow funds in a separate interest-earning escrow trust account in a bank doing business in the State of California.

All disbursements shall be made by check from such account. However, if the applicable Escrow does not close within one business day from deposit of the applicable Purchase Price, the funds shall be deposited into an interest bearing account with such interest accruing to the benefit of the Developer.

If in the opinion of any Party it is necessary or convenient in order to accomplish the Closing of either Escrow, such Party may require that the parties sign supplemental escrow instructions; provided that if there is any inconsistency between this Agreement and the supplemental escrow instructions, then the provisions of this Agreement shall control. The Parties agree to execute such other and further documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. The Closing of each Escrow shall take place as soon as possible after the date when the Conditions Precedent as set forth in Section 205 have been satisfied or waived in writing by the Parties (but in no event more than thirty (30) days thereafter). Escrow Agent is instructed to release Agency's escrow closing statements to the Agency and BART and Developer's escrow closing statements to the Developer. 202.3 Authority of Escrow Agent. Escrow Agent is authorized to, and shall:
(a) Charge the Developer and the Agency for their respective shares of the premium of the Title Policies and any endorsements thereto as set forth in Section 204 and any amount necessary to place title in the condition necessary to satisfy Section 203 of this Agreement.
13 DOCSOC\752754vl4122782.00!9
36 (b) Charge Developer and Agency for their respective shares of any escrow fees, charges, and costs payable under Section 202.1 of this Agreement. (c) Disburse funds and deliver and record the applicable Grant Deed or Grant Deeds when the Conditions Precedent to such Closing have been fulfilled or waived in writing by all Parties.
(d) Do such other actions as necessary, including, without limitation, obtaining the Title Policies, to fulfill its obligations under this Agreement. (e) Within the discretion of Escrow Agent, direct the Agency, BART and the Developer to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA (if applicable) and any similar state act and regulation promulgated thereunder. The Parties agree to execute a Certificate of Non-Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent or as otherwise applicable, on the form to be supplied by Escrow Agent. (f) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1 099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by Ia w.
202.4 Closing. Each Conveyance shall close (the "Closing") as soon as possible after the Parties' satisfaction of all of Conditions Precedent to Closing as set forth in Section 205 hereof, but in no event later than December 31, 2002 for the Phase One Residential/Retail Property and December 31, 2005 for the Phase Two Residential/Retail Property (the "Outside Dates"), The "Closing" shall mean the time and day the applicable Grant Deed(s) is filed for record with the County Recorder. The "Closing Date" shall mean the day on which the applicable Closing occurs. 202.5 Termination. lfan Escrow is not in condition to close by the Outside Date, then any Party which has fully performed under this Agreement may, in writing, demand the return of money or property and terminate such Escrow. If any Party makes a written demand for return of documents or properties, such Escrow shall not terminate until five ( 5) days after Escrow Agent shall have delivered copies of such demand to all other Parties at the respective addresses shown in this Agreement. If any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or by mutual written instructions of the Parties. Termination of such Escrow shall be without prejudice as to whatever legal rights any Party may have against the other arising from this Agreement. If no demands are made, the Escrow Agent shall proceed with each Closing as soon as possible. 202.6 Closing Procedure. Escrow Agent shall close Escrow for the Phase One Residential/Retail Property and Phase Two Residential/Retail Property as follows:
(a) Deliver the Phase One Residential/Retail Property Purchase Price to the Agency, and deliver the Phase Two Residential/Retail Property Purchase Price to the Agency;
(b) Record the applicable Grant Deeds with instructions for the County Recorder to deliver the Grant Deeds to Developer; 14 oocsoa 1527 54v 14122782.0019
37 (c) Instruct the Title Company to deliver each Title Policy to the Developer, and deliver a copy thereof to the Agency;
(d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; and (e) Deliver the FIRPTA Certificate, if any, to the Developer; (f) Forward to the Developer, BART and the Agency a closing statement and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. 203. Review of Title. The Agency shall cause Fidelity National Title Company, or another title company mutually agreeable to the Parties (the "Title Company"), to deliver to Developer, Agency and BART one or more preliminary title reports (the "Title Report") with respect to the title to the Phase One Residential/Retail Property and Phase Two Residential/Retail Property, together with legible copies of the documents underlying the exceptions ("Exceptions") set forth in the Title Report, within thirty (30) days from the date of this Agreement. The Developer shall have the right to reasonably approve or disapprove the Exceptions; provided, however, that the Developer hereby approves the following Exceptions:
(a) The Redevelopment Plan.
(b) The lien of any non-delinquent property taxes and
assessments (to be prorated at close of Escrow).

Developer shall have thirty (30) days from the date of its receipt of each Title Report to give written notice to Agency, BART and Escrow Agent of Developer's approval or disapproval of any of such Exceptions set forth in the Title Report. If Developer fails to approve or disapprove a Title Report within such thirty (30) day period, such Title Report shall be deemed disapproved. If Developer notifies Agency and BART of its disapproval of any Exceptions in the Title Report, Agency and BART shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days after receiving Written notice of Developer's disapproval or provide assurances satisfactory to Developer that such Exception( s) will be removed on or before the Closing. If Agency and BART cannot or do not elect to remove any of the disapproved Exceptions within that period, Developer shall have fifteen (15) days after the expiration of such thirty (30) day period to either give the Agency and BART written notice that Developer elects to proceed with the Closing subject to the disapproved Exceptions or to give the Agency and BART written notice that the Developer elects to terminate the Closing and terminate this Agreement pursuant to Section 503 hereof. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title." The Developer shall have ten (10) days from its receipt of any further Exceptions reported by the Title Company after the Developer has approved the . Condition of Title (which are not created by Developer) to approve or disapprove such further exceptions. If Developer fails to approve or disapprove such further Exceptions within such ten(! 0) day period, such further Exceptions shall be deemed disapproved. If the Developer disapproves (or is deemed to have disapproved) the Condition of Title, and the disapproved Exceptions have not been removed prior to the Closing as set forth herein, Developer shall have the right to terminate this Agreement in the manner set forth in Section 503 hereof. 15 oocsoa 7527 54v 14122782.0019
38 204. Title Insurance. Concurrently with recordation of each Grant Deed, there shall be issued to Developer anAL TA extended coverage owner's policy of title insurance (the "Title Policies"), together with such endorsements as are reasonably requested by the Developer, issued by the Title Company, insuring that the title to the Phase One Residential/Retail Property and Phase Two Residential/Retail Property, as applicable, is vested in Developer in the condition required by Section 203 of this Agreement. The Title Company shall provide the Agency and BART with a copy of each Title Policy. The policy amount of the Title Policy shall be for not less than the amount of the Purchase Price of such parcel. The Agency and BART (as applicable) agree to remove on or before each Closing any deeds of trust or other monetary liens against their portions of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property, if any. The Agency shall pay that portion of the premium for each Title Policy equal to the cost of a CLTA standard coverage title policy in the amount of the Purchase Price with respect to the portion of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property, which it owns. Any additional costs, including policies for the portion of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property owned by BART, the incremental additional cost of the ALTA policy, a higher policy amount or any endorsements requested by the Developer, shall be borne by the Developer.
205. Conditions of Closing. Each Closing is conditioned upon the satisfaction of the following terms and conditions ("Conditions Precedent") within the times designated below:
205.1 Agency/BART's Conditions Precedent of Closing to Phase One Residential/Retail Property Conveyance. The obligation of the Agency and BART to proceed with the Closing of the Conveyance of the Phase One Residential/Retail Property is subject to the fulfillment or waiver of each and all of the Conditions Precedent (a) through (g), inclusive, described below, which shall be fulfilled or waived by the Agency and BART within the time periods provided for herein and in the Schedule of Performance:
(a) No Default. Prior to the Close of Escrow, the Developer shall not be in material default in any of its obligations under the terms of this Agreement and all representations and warranties of the Developer contained herein shall be true and correct in all material respects.
(b) Execution of Documents. The Developer shall have
executed the Grant Deed(s) for the Phase One Residential/Retail Property and any other documents required hereunder and delivered such documents into Escrow. In addition, the Agency and BART shall have executed a lease or other appropriate agreement giving BART the right to use and occupy and the obligation to operate and maintain the Temporary Parking Lot until the completion of the Parking Structure, and shall have executed the Parking Structure Parcel Lease or the other document required pursuant to Section 201.2(a)(ii), as appropriate. (c) Payment of Funds. Prior to the Close of Escrow, Developer shall have paid the Phase One Residential/Retail Property Purchase Price and all required costs of Closing into Escrow in accordance with Sections 201 and 202 hereof. (d) Land Use Approvals. The Developer shall have received all land use approvals and entitlements for the Phase One Improvements required pursuant to Section 303 hereof.
16 DOC SOC\ 752754v !4122782.00 !9
39 (e) Insurance. The Developer shall have provided proof of insurance as required by Section 306 hereof.
(f) Financing. The Developer shall have obtained and the Agency and BART shall have approved financing of the Phase One Improvements as provided in Section 311.1 hereof, and such financing shall have closed and funded or be ready to close and fund upon the Closing.
(g) Plans and Permits. The Developer shall have obtained City approval of its rough grading plans for the Phase One Residential/Retail Property, and rough grading permits shall be ready to be issued (upon payment of necessary fees, posting of required security, and similar items).
205.2 Developer's Conditions Precedent of Closing to Phase One Residential/Retail Property Conveyance. The Developer's obligation to proceed with the Closing of the Conveyance of the Phase One Residential/Retail Property is subject to the fulfillment or waiver of each and all of the Conditions Precedent (a) through (i), inclusive, described below, which shall be fulfilled or waived by the time periods provided for herein and in the Schedule of Performance:
(a) No Default. Prior to the Close of Escrow, the Agency and BART shall not be in material default in any of their obligations under the terms of this Agreement and all representations and warranties of the Agency and BART contained herein shall be true and correct in all material respects.
(b) Execution of Documents. The Agency and BART shall have executed the Grant Deed(s) for the Phase One Residential/Retail Property and any other documents required hereunder and delivered such documents into Escrow. (c) Land Use Approvals. The Developer shall have received all land use approvals and entitlements for the Phase One Improvements required pursuant to Section 303 hereof.
(d) Financing. The Developer shall have obtained financing of the Phase One Improvements, and such fmancing shall have closed and funded or be ready to close and fund upon the Closing.
(e) Plans and Permits. The Developer shall have obtained City approval of its rough grading plans for the Phase One ResidentiaVRetail Property, and rough grading permits shall be ready to be issued (upon payment of necessary fees, posting of required security, and similar items).
(f) Review and Approval of Title. Developer shall have
reviewed and approved the condition oftitle of the Phase One Residential/Retail Property, as provided in Section 203 hereof.
(g) Review and Approval of Environmental Condition of
Phase One Residential/Retail Property. Developer shall have reviewed and approved the environmental condition of the Phase One ResidentiaVRetail Property, as provided in Section 208 hereof.
17 DOCSOCI752754vl4\22782.00 19
40 (h) Review and Approval of Soils Condition of Phase One Residential/Retail Property. Developer shall have reviewed and approved the soils condition of the Phase One ResidentiaVRetail Property.
(i) Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to provide to the Developer the Title Policy for the Phase One Residential/Retail Property upon the Close of Escrow, in accordance with Section 204 hereof.
205.3 Agency/BART's Conditions Precedent of Closing to Phase Two Residential/Retail Property Conveyance. The obligation of the Agency and BART to proceed with the Closing of the Conveyance of the Phase Two Residential/Retail Property is subject to the fulfillment or waiver of each and all of the Conditions Precedent (a) through (i), inclusive, described below, which shall be fulfilled or waived by BART and the Agency by the time periods provided for herein and in the Schedule of Performance:
(a) No Default. Prior to the Close of Escrow, the Developer shall not be in material default in any of its obligations under the terms of this Agreement and all representations and warranties of Developer contained herein shall be true and correct in all material respects.
(b) Execution of Documents. The Developer shall have
executed the Grant Deed(s) for the Phase Two Residential/Retail Property and any other documents required hereunder and delivered such documents into Escrow. (c) Payment of Funds. Prior to the Close of Escrow, Developer shall have paid the Phase Two Residential/Retail Property Purchase Price and all required costs of Closing into Escrow in accordance with Sections 201 and 202 hereof. (d) Land Use Approvals. The Developer shall have received all land use approvals and entitlements for the Phase Two Improvements required pursuant to Section 303 hereof.
(e) Insurance. The Developer shall have provided proof of insurance as required by Section 306 hereof.
(f) Financing. The Developer shall have obtained and the Agency and BART shall have approved financing of the Phase Two Improvements as provided in Section 311.1 hereof, and such financing shall have closed and funded or be ready to close and fund upon the Closing.
(g) Plans and Permits. The Developer shall have obtained City approval of its rough grading plans for the Phase Two Residential/Retail Property, and rough grading permits shall be ready to be issued (upon payment of necessary fees, posting of required security, and similar items).
(h) Completion of Parking Garage. The Parking Structure shall have been completed in accordance with this Agreement and delivered to BART, as provided in Section 201.2(a)(iii) hereof.
18 DOC SOC\ 7527 54v 14122782.0019
41 (i) Phase One Closing. The Close of Escrow for the Phase One Residential/Retail Property shall have occurred.
205.4 Developer's Conditions Precedent of Closing to Phase Two Residential/Retail Property Conveyance. The Developer's obligation to proceed with the Closing of the Conveyance of the Phase Two Residential!Retail Property is subject to the fulfillment or waiver of each and all of the Conditions Precedent (a) through (j), inclusive, described below, which shall be fulfilled or waived by the time periods provided for herein and in the Schedule of Performance:
(a) No Default. Prior to the Close of Escrow, the Agency and BART shall not be in material default in any of their obligations under the terms of this Agreement and all representations and warranties contained herein shall be true and correct in all material respects.
(b) Execution of Documents. The Agency and BART shall have executed the Grant Deed( s) for the Phase Two Residential/Retail Property and any other documents required hereunder and delivered such documents into Escrow. (c) Land Use Approvals. The Developer shall have received all land use approvals and entitlements for the Phase Two Improvements required pursuant to Section 303 hereof.
(d) Financing. The Developer shall have obtained financing of the Phase Two Improvements, and such financing shall have closed and funded or be ready to close and fund upon the Closing.
(e) Plans and Permits. The Developer shall have obtained City approval of its rough grading plans for the Phase Two Residential/Retail Property, and rough grading permits shall be ready to be issued (upon payment of necessary fees, posting of required security, and similar items).
(f) Review and Approval of Title. Developer shall have
reviewed and approved the condition oftitle of the Phase Two Residential/Retail Property, as provided in Section 203 hereof.
(g) Review and Approval of Environmental Condition of
Phase Two Residential/Retail Property. Developer shall have reviewed and approved the environmental condition of the Phase Two Residential/Retail Property, as provided in Section 208 hereof.
(h) Review and Approval of Soils Condition of Phase Two Residential/Retail Property. Developer shall have reviewed and approved the soils condition of the Phase Two Residential/Retail Property.
(i) Title Policy. The Title Company shall, upon payment ofTitle Company's regularly scheduled premium, have agreed to provide to the Developer the Title Policy for the Phase Two Residential/Retail Property upon the Close of Escrow, in accordance with Section 204 hereof.
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42 (j) Phase One Closing. The Close of Escrow for the Phase One Residential/Retail Property shall have occurred.
206. Representations and Warranties.
206.1 Agency Representations. Agency represents and warrants to BART and Developer as follows:
(a) Authority. Agency is a public body, corporate and politic, existing pursuant to the Community Redevelopment Law. Agency has full right, power and lawful authority to grant, lease, and convey the portions of the Site as provided herein, and the execution, performance and delivery of this Agreement by Agency has been fully authorized by all requisite actions on the part of the Agency.
(b) F1RPTA. The Agency is not a "foreign person" within the parameters of FIRPT A or any similar state statute, or is exempt from the provisions of FIRPTA or any similar state statute, or that the Agency has complied and will comply with all the requirements under FIRPTA or any similar state statute.
(c) No Conflict. To the Agency's Best Knowledge, Agency's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Agency is a party or by which it is bound.
(d) Litigation. There are no claims, causes of action or other litigation or proceedings pending or, to the Best Knowledge of the Agency, threatened with respect to the ownership, operation or environmental condition of the Site or any part thereof(including disputes with mortgagees, governmental authorities, utility companies, contractors, adjoining landowners or suppliers of goods and services).
(e) No Proffers. Agency has not made, and prior to the Closing Date will not make, any offers to sell or lease any part of the Site, which it owns, or any dedications of land or grants of easements or rights of way, without the approval of the Developer. (f) Condition of Site. To the Best Knowledge of the Agency, the Agency is not aware of and has not received any notice or communication notifying it of the presence of surface or subsurface zone Hazardous Materials in, on, or under the portion of the Site owned by the City or Agency, or any portion thereof, or any other violations of health, safety,. pollution, or other laws, ordinances, rules or regulations, except as may be set forth in the environmental reports which the Agency has submitted to the Developer prior to the Date of Agreement.

The Agency shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.1 not to be true as of the Closing, immediately give written notice of such fact or condition to the Developer and BART. Such exception(s) to a representation shall not be deemed a breach by the Agency hereunder, but shall constitute an exception which the Developer and BART shall have a right to approve or disapprove if such exception would have an effect on the value and/or development of the Site. If the Developer and BART elect to close Escrow following disclosure of such information, Agency's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, the Developer or BART elects to not 20 DOCSOC\752754vl4122782.0019
43 close Escrow, then this Agreement and the Escrow shall automatically terminate, and no Party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 206.1 shall survive the Closings. 206.2 Developer's Representations. The Developer represents and warrants to Agency and BART as follows:
(a) Authority. Developer is a duly organized limited liability company formed within and in good standing under the laws of the State of California. The Developer has full right, power and lawful authority to purchase and accept the Conveyance of the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property and undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of the Developer. (b) No Conflict. To the best of Developer's knowledge,
Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which the Developer is a party or by which it is bound.
(c) Expertise. Developer has the financial and technical capability to undertake all of its obligations hereunder in accordance with the time requirements of this Agreement. All of the resources of The Olson Company and Olson Urban Housing, LLC will be available to carry out the responsibilities of the Developer hereunder. (d) No Developer Bankruptcy. The Developer is not the subject of a bankruptcy proceeding.
(e) Litigation. There are no claims, causes of action or other litigation or proceedings pending or, to the Best Knowledge of the Developer, threatened with respect to the Developer or its affiliates which would materially affect the ability of the Developer to carry out its obligations hereunder.

The Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.2 not to be true as of the Closing, immediately give written notice of such fact or condition to the Agency and BART. Such exception(s) to a representation shall not be deemed a breach by the Developer hereunder, but shall constitute an exception which Agency and BART shall have a right to approve or disapprove if such exception would have an effect on the value and/or development of the Site. If the Agency and BART elect to close Escrow following disclosure of such information, Developer's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, the Agency or BART elects to not close Escrow, then this Agreement and the Escrow shall automatically terminate, and no Party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 206.2 shall survive the Closings. 206.3 BART Representations. BART represents and warrants to Agency and Developer as follows:
(a) Authority. BART is a rapid transit district established pursuant to California Public Utilities Code Section 28500, et seq. BART has full right, power and 21 DOC SOC\ 7527 54v 14122782.00 19
44 lawful authority to take all actions required hereunder, and the execution, performance and delivery of this Agreement by BART has been fully authorized by all requisite actions on the part of BART. (b) FIRPTA. BART is not a "foreign person" within the
parameters ofFIRPTA or any similar state statute, or is exempt from the provisions ofFIRPTA or any similar state statute, or that BART has complied and will comply with all the requirements under FIRPT A or any similar state statute.
(c) No Conflict. To BART's Best Knowledge, BART's
execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which BART is a party or by which it is bound.
(d) Litigation. There are no claims, causes of action or other litigation or proceedings pending or, to the Best Knowledge of BART, threatened with respect to the ownership, operation or environmental condition of that portion of the Site owned by BART or any part thereof (including disputes with mortgagees, governmental authorities, utility companies, contractors, adjoining landowners or suppliers of goods and services). (e) No Proffers. BART has not made, and prior to the Closing Date will not make, any offers to sell or lease any part of the Site, which it owns, or any dedications ofland or grants of easements or rigbts of way with respect to any part of the Site which it owns, without the approval of the Developer.
(f) Condition of Site. To the Best Knowledge of BART, BART is not aware of and has not received any notice or communication notifying it of the presence of surface or subsurface zone Hazardous Materials in, on, or under the portion of the Site owned by BART, or any portion thereof, or any other violations of health, safety, pollution, or other laws, ordinances, rules or regulations, except as may be set forth in the environmental reports described in Section 208 hereof.

Until the Closing, BART shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.3 not to be true as of the Closing, immediately give written notice of such fact or condition to the Developer and the Agency. Such exception(s) to a representation shall not be deemed a breach by BART hereunder, but shall constitute an exception which the Developer and Agency shall have a right to approve or disapprove if such exception would have an effect on the value and/or development of the Site. If the Developer and Agency elect to close Escrow following disclosure of such information, BART's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, the Developer or Agency elects to not close Escrow, then this Agreement and the Escrow shall automatically terminate, and no Party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 206.3 shall survive the Closings. 207. Studies and Reports. Prior to the Closing, representatives of the Developer shall have the right of access to all portions of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the soils and environmental condition thereof pursuant to Section 208 hereof. Any preliminary work undertaken on the Site by Developer 22 DOCS00752754vl4U27&2.00!9
45 prior to the Closing shall be done at the sole expense of the Developer, except as provided in Section 208.2 hereof. Any preliminary work shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. The Developer shall defend, indemnify, assume all responsibility for, and hold BART and the Agency, and their representatives, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by such preliminary work, except to the extent occasioned by the gross negligence or willful misconduct of BART, the Agency, the City, or their representatives, officers, employees or agents.
208. Condition oftbe Site.
208.1 Disclosure. The Agency and BART have provided to the Developer, prior to the Date of Agreement, the following studies and reports of the environmental condition of the Site:
(a) Environmental Site AssessmentNwnbers 540-071-001 through 014, prepared by Questa Engineering Corporation, dated November 15, 1996, and (b) Richmond Redevelopment Areas Merger and Amendments Draft Environmental Impact Report, prepared by Brady LSA, dated February 1999, and the Developer has provided to the Agency and BART: (i) Phase I Environmental Site Assessment for the Richmond Transit Village dated October 2, 2000, prepared by Heilshom Environmental Engineering, and (ii) Phase II Environmental Assessment Report fcir Richmond Transit Village Area, prepared by SECOR International, Inc., dated March 8, 2002. The foregoing studies and reports are hereby incorporated herein.
208.2 Investigation of Site. The Parties agree to engage an environmental consultant (the "Environmental Consultant") to make a Phase 1 investigation of the Site, and any Phase 2 investigations of the Site reasonably determined to be necessary by the Environmental Consultant or the Parties. The cost of such environmental investigation shall be paid from the Good Faith Deposit. If such Good Faith Deposit is insufficient to pay for all of the costs of such environmental investigation, the Parties shall meet and confer in good faith to determine how to allocate the additional costs of such investigation. The Parties shall all promptly be provided a copy of all reports and test results provided by the Environmental Consultant (the "Environmental Report").
208.3 Approval of Environmental Condition. The Developer shall have the right to approve or disapprove the environmental condition of the Phase One Residential/Retail Property and Phase Two Residential/Retail Property by Notice to the Agency and BART prior to the Outside Date for such phase. If the Developer disapproves the environmental condition of the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property, this Agreement shall terminate; provided, however, that if the Agency and/or BART, at its sole and unconditional option, agrees in writing to pay the Remediation Cost, such termination shall be ineffective. In the event that Hazardous Materials are located upon only a limited portion of the Phase One Residential/Retail Property or Phase Two Residential/Retail Property, upon notice of termination the Parties shall negotiate diligently and in good faith to revise the area of such portion of the Site to be conveyed hereunder to eliminate the contaminated portion, with a corresponding reduction in the Purchase Price which reflects the number of Residential Units eliminated by such reduction in the area of the property; provided that the size of the Parking Structure shall not be reduced pursuant to such negotiations.

If the Agency and/or BART elects to perform the remediation of the Site, after giving Notice to Developer that it intends to proceed with remediation of the Site, the remediating Party 23 DOC SOC\ 7527 54v 14122782.0019
46 shall deliver to Developer a proposed remedial action plan ("RAP"), which RAP shall be approved by all applicable public agencies asserting jurisdiction over the remedial work to be performed pursuant to the RAP (the "Remedial Work"). The Remedial Work shall be performed in accordance with applicable Governmental Requirements. The rernediating Party shall proceed continuously and diligently with the Remedial Work. In the event the remediating Party has elected to remediate the Site, compliance with the provisions of this Section 208.3, and the issuance of closure letters without any requirement of further Remedial Work by all governmental agencies which have asserted jurisdiction over the remediation of such portion of the Site, shall each be a Condition Precedent to the Closing of such portion of the Site.
208.4 No Further Warranties As To Site. Except as otherwise provided herein, the physical condition and title to the Phase One ResidentiaVRetail Property and Phase Two Residential/Retail Property is and shall be delivered to Developer in an "as-is" condition, with no representation or warranty expressed or implied by Agency or BART, including without limitation, any representation or warranty regarding the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Phase One ResidentiaVRetail Property and Phase Two Residential/Retail Property for the development purposes intended hereunder.
208.5 Developer Precautions. Upon and after each Closing, and at any time Developer or its employees or agents enter the Phase One ResidentiaVRetail Property or the Phase Two ResidentiaVRetail Property, Developer shall take all necessary and reasonable precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under any portion of the Site which has been acquired by the Developer. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Developer shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials. 208.6 Developer Release and Indemnity. Subject only to any unexercised right of the Developer to convey or reconvey the Phase One ResidentiaVRetail Property or the Phase Two Residential/Retail Property under Section 208.7 below, the Developer on its own behalf and on behalf of any entity affiliated with the Developer or any successor or assign of the Developer hereby agrees that the Agency and BART are and shall be released from any and all claims for damages, losses, liabilities, costs or expenses whatsoever (including attorneys' fees and costs) now existing or which may arise in the future on account of or in any way growing out of or connected with the present physical condition of the Phase One ResidentiaVRetail Property or the Phase Two ResidentiaVRetail Property (including, without limitation, the release of any Hazardous Materials on, in or about the Phase One Residential/Retail Property or the Phase Two ResidentiaVRetail Property), whether direct or indirect, known or unknown, foreseen or unforeseen, including, without limitation, any and all claims based upon the violation or alleged violation of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Phase One ResidentiaVRetail Property or the Phase Two Residential/Retail Property, during the period of Developer's ownership of such portion of the Site, except for any such matters which are caused by Agency or BART or their respective officers, employees, agents or representatives, and Hazardous Materials which have originally been released prior to the Developer's acquisition of such portion of the Site, but which have migrated or otherwise been released after the date of Developer's acquisition of such portion of the Site.
24 DOC SOC\ 752754v 14\22782.0019
47 With respect to the foregoing release, the Developer hereby expressly waives any benefit or benefits Developer has or may have under Section 1542 of the California Civil Code, which provides as follows:
"A general release does not extend to claims which the creditor does not know or expect to exist in his favor at the time of executing the release, which if known to him must have materially affected the settlement with the debtor."
Developer's Initials
Further, the Developer agrees that from and after the date of the recording of any deed conveying title to any portion of the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property to Developer under this Agreement, and subject only to any not yet terminated right of the Developer to reconvey said portion of the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property under Section 208.7 below, the Developer shall defend, indemnifY, protect and hold harmless the Agency and BART and their respective officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnitees") from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions, claims, losses, damages, fmes, penalties, expenses, Environmental Response Costs or costs of any kind or nature whatsoever, together with fees (including without limitation reasonable attorneys', experts' and consultants' fees), whenever arising, and whether or not caused in whole or in part by the Indemnitees, resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials at, on, in, beneath or from the Phase One Residential/Retail Property, the Phase Two Residential/Retail Property or any portion thereof during the period of Developer's ownership of such portion of the Site , except for any such matters which are caused by Agency or BART or their respective officers, employees, agents or representatives, and Hazardous Materials which have originally been released prior to the Developer's acquisition of such portion of the Site, but which have migrated or otherwise been released after the date of Developer's acquisition of such portion of the Site (sometimes collectively referred to herein as the "Contamination"). The Developer's defense, indemnification, protection, and hold harmless obligations hereunder shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim or demand regarding the Contamination, at the Developer's sole cost. 208.7 Reconveyance of Site to Agency or BART. In the event that Developer, after the conveyance of either the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property to the Developer, despite its good faith preconveyance investigations, determines that Hazardous Materials were present on such portion of the Site at the time of Close of Escrow, or that such portion of the Site was in violation of or in noncornplianc e with Governmental Requirements at the time of Close of Escrow, then Developer shall have and is hereby granted the power to convey the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property, as applicable, to the Agency (or if the applicable portion of the Site was originally conveyed to the Developer by BART, then at the request of the Agency, to BART), and receive from the Agency the Purchase Price paid for such portion of the Site, subject to the following limitations, terms and provisions:
(a) Developer's power to exercise this right to convey or 25 OOCSOCI 7527 54v 14122782.00 19
48 reconvey such portion of the Site shall terminate upon the completion of all grading in connection with the applicable phase, as determined by the City Building Official. (b) The Developer shall not have the right to convey or reconvey such portion of the Site in the event of the occurrence of the following:
(i) if the Hazardous Materials are present only on the
portion of the Site formerly owned by BART and the total cost reasonably necessary to remediate the Hazardous Materials in compliance with Governmental Requirements and to demolish and clear subsurface structures with respect to the portion of the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property owned by BART, as applicable, is Fifty Thousand Dollars ($50,000) or less. In such circumstance, Developer shall be responsible for the remediation, demolition and clearance with respect to such portion of the Site, and shall have no right or power to convey or reconvey such portion of the Site or terminate this Agreement or seek any remedy at law or equity against or to the prejudice of Agency or BART with respect to the environmental condition of or existence of subsurface structures on such portion of the Site. (ii) if all or a portion of the Hazardous Materials are present on the portion of the Site owned by Agency and the total cost reasonably necessary to remediate the Hazardous Materials in compliance with Governmental Requirements and to demolish and clear subsurface structures with respect to the portion of the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property owned by the Agency, as applicable, is One Hundred Thousand Dollars($! 00,000) or less. In such circumstance, Developer shall be responsible at its expense for the first Fifty Thousand Dollars ($50,000) cost of such remediation, demolition and clearance of such portion of the Site, and the Agency shall be responsible at its expense for the next Fifty Thousand Dollars ($50,000) of such cost. In such circumstance, Developer shall be responsible for the remediation, demolition and clearance with respect to such portion of the Site, and shall have no right or power to convey such portion of the Site to the Agency or terminate this Agreement or seek any remedy at law or equity against or to the prejudice of Agency or BART with respect to the environmental condition of or existence of subsurface structures on such portion of the Site. (c) Notwithstanding the foregoing, if the total cost reasonably necessary to remediate the Hazardous Materials in compliance with Governmental Requirements and to demolish and clear subsurface structures with respect to the portion of the Phase One Residential/Retail Property or the Phase Two ResidentiaVRetail Property, as applicable, exceeds the above thresholds, the Developer, the Agency and BART shall meet and confer in good faith to negotiate the allocation of such costs and/or to amend this Agreement so as to permit the construction and completion of the applicable Improvements, to the extent such construction and completion is economically feasible under the circumstances. The Developer shall not exercise any right it has hereunder to convey or reconvey a portion of the Site until such good faith negotiations have occurred and concluded, and no further negotiations are likely to conclude with an agreement on the applicable matters.
(d) Notwithstanding paragraph (b) of this Section 208.7, but subject to paragraph (a), Developer may elect to convey or reconvey such portion of the Site to Agency (or if the applicable portion of the Site was originally conveyed to the Developer by BART, then at the request of the Agency, to BART), and terminate this Agreement, ifthe time necessary to remediate the Phase One Residential/Retail Property or the Phase Two ResidentiaVRetail Property, as applicable, to a level that is legally permissible for residential use exceeds twelve (12) months after the Close of Escrow.
26 DOC SOC\ 7 527 54v 14\22782.00 19
49 (e) In the event the Developer elects to convey or reconvey such portion of the Site pursuant to this Section 208.7, Developer shall promptly convey or reconvey title to the Phase One ResidentiaVRetail Property or the Phase Two ResidentiaVRetail Property, as applicable, to Agency (or if the applicable portion of the Site was originally conveyed to the Developer by BART, then at the request of the Agency, to BART), and Agency shall concurrently refund the Purchase Price for such portion of the Site to the Developer. BART and Agency each agrees to promptly accept such conveyance or reconveyance. (f) In the event that the Developer conveys the Phase Two ResidentiaVRetail Property to the Agency pursuant to this Section 208.7, the Developer shall be entitled to terminate its responsibilities hereunder with respect only to the Phase Two ResidentiaVRetail Property, and not with respect to any other rights or obligations hereunder. (g) In the event that a portion of the Site originally owned by BART is conveyed to the Agency or reconveyed to BART as provided hereunder, BART shall not be obligated to return any consideration it has received hereunder for the original conveyance of its real property interests.
300. DEVELOPMENT OF THE SITE
301. Scope of Development. The Parties shall develop or cause the development of the Transit Village in accordance with the Scope of Development, the City's Municipal Code, the City Center Specific Plan (as it may be adopted or modified pursuant to this Agreement), the "Site Plan" attached to the Scope of Development, and the plans, drawings and documents submitted by the Developer and approved by the Agency and BART, as set forth herein. All development shall be undertaken in a manner, which does not interfere with the proper functioning of the BART Station, and shall provide for appropriate pedestrian and vehicular access to the BART Station. The Parties' responsibilities with respect to the development of the Transit Village shall be as follows:
301.1 Platform (Pre-Phase One or Phase One Improvements). The Agency, in cooperation with West Contra Costa Transportation Advisory Committee ("WCCT AC"), shall at their expense cause the construction of a center boarding platform located between the existing Tracks (the "Platform"). The Platform shall consist of an 800 linear foot center platform with a canopy, a stairway and an elevator accessing the BART Station below. 301.2 West Side Residential Units and Retail Space (Phase One Improvements). The Developer shall at its expense construct approximately 132 attached townhouse Residential Units in a variety of designs on the Phase One ResidentiaVRetail Property, and a total of approximately 4,000 square feet of retail space at the northeast and southeast comer of Marina Way and Nevin Avenue. The Agency and BART shall grant temporary access to the Developer over adjacent property as necessary for the construction of the Improvements on the Phase One ResidentiaVRetail Property. The Improvements on the Phase One Residential/Retail Property shall include the installation of one or more works of public art, with a total cost to the Developer of at least One Hundred Thousand Dollars ($1 00,000) for the design, fabrication and installation thereof.
301.3 Improvements to Western Nevin Avenue (Phase One Development). The Agency, in cooperation with WCCTAC, shall at their expense cause the improvement of the portion of Nevin Avenue, which is west of the Tracks (the "Western Nevin Avenue Improvements"). The Western Nevin Avenue Improvements shall include the elevation of Nevin Avenue to grade, an 27 DOCSOC\752754v 14\22782.0019
50 approximately 3, 700 square foot at-grade Intermodal transit station, consisting of a police substation, restrooms, ticket counter, waiting area, and other amenities, and a public plaza and such other improvements to be determined by the Agency and WCCTAC. The Agency may at its option designate the Developer to serve as the construction manager of the Western Nevin A venue Improvements, and to be responsible for the construction of such improvements in accordance with all public works requirements applicable to Agency projects. The Developer shall be entitled to compensation from the Agency for such construction management services as provided in Section 305.2 hereof. In the event that the Developer is designated as the construction manager, the Agency and the Developer shall enter into a Construction Management Agreement under which the Developer will agree to provide construction management services to the Agency for the Western Nevin Avenue Improvements. The Developer shall be entitled to compensation from the Agency for such construction management services equal to 6% of the cost of the Western Nevin Avenue Improvements, as provided in Section 305.2 hereof. The Agency shall grant permanent easements over the Western Nevin Avenue hnprovements to BART as necessary to provide vehicular and pedestrian access to the BART Station, and for utility lines. 301.4 Temporary Parking Lot (Phase One Improvements). The Agency shall make available for construction of the Temporary Parking Lot the portion of the Site designated therefore in the Site Map. The Agency shall pay for the cost of construction of the Temporary Parking Lot on such parcel, and for striping of the Temporary Parking Lot, and BART shall assist the Agency in obtaining grants for such costs (but BART shall not be a grantee). BART shall have the right to occupy the Temporary Parking Lot, without any obligation to pay base rent until thirty (30) days after delivery of the Parking Structure to BART in the condition required by this Agreement and the agreed-upon plans and specifications, pursuant to a lease, license or other agreement in such form and substance as is acceptable to BART and the Agency. Upon completion of the Temporary Parking Lot in accordance with this Agreement, the Agency shall deliver to BART an assigrnnent of all warranties, which the Agency has relating to the Temporary Parking Lot in a reasonably acceptable form. BART shall pay all costs of maintenance, operation and repair ofthe Temporary Parking Lot during its occupancy and use of the Temporary Parking Lot. The Developer shall serve as the construction manager of the Temporary Parking Lot on behalf of the Agency, and shall be responsible for the construction of the Temporary Parking Lot in accordance with BART temporary parking lot design standards and all public works requirements applicable to Agency projects. The Agency and the Developer shall enter into a Construction Management Agreement under which the Developer will agree to provide construction management services to the Agency for the Temporary Parking Lot. The Developer shall be entitled to compensation from the Agency for such construction management services equal to 6% of the cost of the Temporary Parking Lot, as provided in Section 305.2 hereof. The Temporary Parking Lot shall be demolished in connection with the Developer's construction of the townhouses on the Phase Two Residential/Retail Property. 301.5 Parking Structure (Phase One Improvements). After the construction of the Temporary Parking Lot, the Agency shall cause the construction of the Parking Structure, as set forth in Section 201.2 hereof.
301.6 Cultural Arts Facility (Phase Two Improvements). The Cultural Arts Facility shall consist of improvements to be mutually determined by the Agency and the Cultural Arts Group. The Cultural Arts Group shall be responsible for obtaining all financing for the construction of the Cultural Arts Facility (estimated to be approximately $7,500,000). At the request of the Agency, the Developer shall serve as the construction manager of the Cultural Arts Facility on behalf of the Cultural Arts Group, and in such event, the Cultural Arts Group and the Developer shall enter into a Construction Management Agreement, in a form mutually acceptable to the Developer 28 DOC SOC\ 7527 54v 14\22782.00 19
51 and the Cultural Arts Group, under which the Developer will agree to provide construction management services to the Cultural Arts Group for the Cultural Arts Facility. The Developer shall be entitled to compensation from the Cultural Arts Group for such construction management services equal to 6% of the cost of the Cultural Arts Facility, as provided in Section 305.2 hereof.

Commencing no later than the close of escrow for the Phase One Residential/Retail Property, the Agency and the Developer shall jointly endeavor to secure an operator for the Cultural Arts Facility.

In the event that the Cultural Arts Group has not been selected by the Agency and the Developer prior to the close of escrow for the sale of the fiftieth house on the Phase Two Residential/Retail Property, the Agency, BART and the Developer shall jointly endeavor to secure an alternate development proposal for the site of the Cultural Arts Facility (the "Technical Assistance"). The Agency and the Developer shall each bear one-half of the cost of such efforts, and the Developer shall expend up to Five Thousand Dollars ($5,000) thereon. The Agency, BART and the Developer agree to meet and confer to make such changes to this Agreement as may be necessary to implement the results of the Technical Assistance.
301.7 Improvements to Eastern Nevin Avenue (Phase Two Improvements).

The Agency shall use its best efforts to secure funding for the improvement of the portion of Nevin Avenue, which is east of the Tracks (the "Eastern Nevin Avenue Improvements"). In the event that the Agency is unable, despite such efforts, to obtain such funding within the time set forth in the Schedule of Performance, the Developer shall redesign the Phase Two Improvements as necessary to ensure (a) that such improvements are consistent with the existing public improvements on the eastern side of Nevin Avenue, and (b) that such improvements are not designed in such a manner as to preclude the elevation of the walkway when sufficient funds are obtained to make such improvements. The Eastern Nevin Avenue Improvements shall include the elevation of Nevin Avenue to grade, the installation of an elevator, and the construction of a stairway. The Agency may at its option designate the Developer to serve as the construction manager of the Eastern Nevin Avenue Improvements. In the event that the Developer is so designated as the construction manager, the Agency and the Developer shall enter into a Construction Management Agreement under which the Developer will agree to provide construction management services to the Agency for the Eastern Nevin Avenue Improvements. The Developer shall be entitled to compensation from the Agency for such construction management services equal to 6% of the cost of the Eastern Nevin Avenue Improvements, as provided in Section 305.2 hereof.
301.8 East Side Residential Units and Retail Space (Phase Two Improvements).

The Developer shall at its expense construct approximately 99 attached townhouse Residential Units in a variety of designs on the Phase Two Residential/Retail Property, and a total of approximately 4,000 square feet of retail space at the northwest and southwest comer of 19th Street and Nevin Avenue. The Improvements on the Phase Two Residential/Retail Property shall include the installation of one or more works of public art, with a total cost to the Developer of at least One Hundred Thousand Dollars ($100,000) for the design, fabrication and installation thereof. 29 DOC SOC\ 752754v 14\22 782.0019
52 302. Design Review.
302.1 Basic Concept Drawings. Developer shall prepare and submit to the Agency and BART Basic Concept Drawings and related documents for the development of the Phase One ResidentiaVRetail Property and Phase Two ResidentiaVRetail Property within the times established therefore in the Schedule of Performance. Such Basic Concept Drawings and related documents shall be in conformance with the Scope of Development, and preferred designs and applicable architectural guidelines submitted to the Developer by the Agency and BART. The Agency and BART shall have the right to review and reasonably approve, disapprove or conditionally approve the Basic Concept Drawings. The Phase One ResidentiaVRetail Property and Phase Two Residential/Retail Property shall be developed as established in the Basic Concept Drawings which have been approved by the Agency and BART, and related documents, except for such changes as may be mutually agreed upon between Agency, BART and Developer and approved by the City. Any such changes shall be within the limitations established in the Scope of Development. Basic Concept Drawings shall include a site plan, elevations and other architectural drawings showing the architectural style, signage, parking requirements and design of all Improvements to be constructed on the Phase One ResidentiaVRetail Property and Phase Two Residential/Retail Property. The Basic Concept Drawings shall provide a plot plan indicating the stature and type of plantings and other landscaping features to be developed on the Phase One Residential/Retail Property and Phase Two ResidentiaVRetail Property. 302.2 Landscaping Plans. Developer shall prepare, or cause to be prepared, and submit to the Agency Director and BART for their approval, preliminary and final landscaping plans for the Phase One ResidentiaVRetail Property and Phase Two Residential/Retail Property. The landscaping plans shall be prepared by a licensed landscape architect. These plans shall be prepared, submitted and approved within the times respectively established therefore in the Schedule of Performance. BART's review and approval of such landscaping plans shall be limited to the impacts of the proposed landscaping on project security, circulation, access to the BART Station, and their impact on the platform, BART Station and Tracks.
302.3 Circulation Elements and Parking Structure Plans. Developer shall prepare, or cause to be prepared, and submit to BART for approval, circulation and access elements for the Phase One ResidentiaVRetail Property and Phase Two ResidentiaVRetail Property. The Agency shall prepare, or cause to be prepared, and submit to BART for approval, circulation and access elements for the BART Station and the lntermodal Station, Western Nevin Avenue Improvements, Eastern Nevin Avenue Improvements, Parking Structure and Cultural Arts Facility, and preliminary schematic and fmal working drawings for the Parking Structure and Temporary Parking Lot. These circulation elements shall be prepared, submitted and approved within the times respectively established therefore in the Schedule of Performance. Approval of such circulation elements for the Phase One ResidentiaVRetail Property and Phase Two Residential/Retail Property shall not be unreasonably withheld or delayed. BART's approval of the preliminary schematic and final working drawings for the Parking Structure and Temporary Parking Lot may be given or withheld in BART's reasonable discretion. The Parties understand and acknowledge that in reviewing, commenting and approving such circulation elements and plans, BART is attempting to ensure that the development of the Transit Village will provide for appropriate pedestrian and vehicular access to the BART Station and the Intermodal Station. 302.4 Design Development Drawings. Developer shall prepare, or cause to be prepared, and submit to the Agency and BART construction drawings and related documents for the Phase One Residential/Retail Property and Phase Two Residential/Retail Property (the "Design 30 DOC SOC\ 7527 54v l4122 782.00 l9
53 Development Drawings") for architectural review and for the Agency's written approval, as and at the respective times established therefore in the Schedule of Performance. The Design Development Drawings shall be submitted in two stages: preliminary schematic and final working drawings.

Preliminary schematic drawings shall include plans, elevations and sections of the Improvements (including all signage) as they are to be constructed on the Phase One Residential/Retail Property and Phase Two Residential/Retail Property and a description of the structural, mechanical and electrical systems pertaining to such Improvements. Final working drawings are hereby defined as those in sufficient detail to obtain a building permit. Approval of progressively more detailed drawings and specifications will be promptly granted by the Agency Director or his or her designee if they are not in conflict with drawings or specifications theretofore approved. Any items so submitted and approved in writing by the Agency Director shall not be subject to subsequent disapproval. During the preparation of all plans and drawings, the Agency Director and Developer shall hold regular progress meetings to coordinate the preparation, submission and review of construction plans and related documents. The Agency Director and Developer shall communicate and consult informally as frequently as is necessary to ensure that the formal submittal of any documents to the Agency Director will receive prompt and speedy consideration. If any revision or correction of plans approved by the Agency Director shall be required by any governmental official, agency, department or bureau having jurisdiction, Developer and Agency Director shall cooperate in an effort to obtain a waiver of such requirements or to develop and obtain approval of mutually acceptable alternatives. 302.5 Approval of Plans, Drawings and Related Documents. Subject to the terms of this Agreement, the Agency or its Director shall have the right of reasonable architectural review and approval of all plans and submissions made pursuant to this Section 302, including any proposed changes therein. Approval of such plans and submissions shall not be unreasonably withheld or delayed. Agency or its Director shall approve or disapprove the plans, drawings and related documents for the development of the Site within the times established therefore in the Schedule of Performance. Any disapproval shall state in writing the reasons for disapproval and the changes which Agency or its Director requests be made. Such reasons and such changes must be consistent with the Scope of Development and any items previously approved hereunder. Developer, upon receipt of a disapproval based upon powers reserved by Agency or its Director hereunder, shall revise the plans, drawings and related documents, and shall resubmit them to Agency or its Director as soon as possible after receipt of the notice of disapproval. Plans approved or deemed approved shall be deemed in all respects to be in conformity with the Redevelopment Plan. If Developer desires to make any substantial change in the fmal working drawings after their approval, such proposed change shall be submitted to the Agency Director for approval. If the fmal working drawings, as modified by the proposed change, conform to the requirements of this Agreement and the Scope of Development, the proposed change shall be approved and Developer shall be notified in writing within fifteen (15) days after submission.
302.6 Defects in Plans. The Agency and BART shall not be responsible either to Developer or to third parties in any way for any defects in the construction drawings and related documents, nor for any structural or other defects in any work done according to the approved construction drawings and related documents.
302.7 Compensation for Design Review and Construction Inspection. BART shall be compensated by the Agency for all of its design review and construction inspection of the Transit Village to be performed pursuant to Sections 201.2 and 302, including without limitation the Parking Structure (including up to an additional two floors if funding is available), the AC Transit bus area, the Temporary Parking Lot, ramp access, and all related coordination between BART's facilities and the related improvements within the Transit Village, such as the Intermodal Station, 31 DOCSQa752754v 14\22782.00!9
54 ingress, egress and access issues, and utility services to BART facilities. In addition to the responsibilities set forth in Sections 201.2 and 302.1 through 302.6 hereof, BART's design review and construction responsibilities shall include, without limitation, the following: (a) assemble and provide design criteria for electrical/mechanical, civil, structural, maintenance, and communications, (b) coordination of design with Developer and AC Transit, (c) review of design submittals for compliance with design criteria, (d) review submittals for electrical/mechanical, civil, structural, maintenance, and communications for design criteria compliance during construction, including lighting, elevators, hardware, etc., (e) construction inspection to insure that BART approves of the work, (f) electrical!mechanicai, civil, structural, maintenance, and communications walk through and punch list, (g) receipt and checking of O&M as-builts, and (h) training of personnel in systems.

BART's fees shall be billed monthly, based upon actual hours worked. BART's total fees for performing such responsibilities shall not exceed Two Hundred Fifty Thousand Dollars ($250,000).

At 50% expenditure of the $250,000, BART and Agency will meet to review and address remaining anticipated BART staff costs. The Agency shall make payment on the BART invoices expeditiously.

BART shall perfonn ail of its reviews pursuant to Sections 201.2 and 302 expeditiously, and in any event within thirty (30) days of receipt of plans and materials. Because BART's review responsibilities hereunder are secondary, if BART does not approve or disapprove any such matters withln such thirty (30) day period, such matters shall be deemed approved. The Agency shall chair meetings between BART and the Contractor. The Project remains an Agency project with the Agency providing primary design review and construction inspection to insure that the Project is built in compliance with the construction documents.
303. Land Use Approvals and Other Permits
303.1 Developer Improvements. Before commencement of construction of the Improvements or other works of improvement upon the Phase One Residential/Retail Property and Phase Two Residential/Retail Property, the Developer shall, at its own expense, secure or cause to be secured any and all land use and other entitlements, permits and approvals whlch may be required for such Improvements by the City or any other governmental agency affected by such construction or work
303.2 Agency Improvements. Before commencement of construction of the Station, the Platform, the Parking Structure, the Western Nevin Avenue Improvements, the Eastern Nevin Avenue Improvements and the Temporary Parking Lot, the Agency shall, at its own expense, secure or cause to be secured any and ail land use and other entitlements, permits and approvals which may be required for such Improvements by the City or any other governmental agency affected by such construction or work.
303.3 City Approvals Required. Nothlng in this Agreement shall be construed as a grant of development rights or land use entitlements by the City to construct the Transit Village or any other Improvements. All design, architectural, and building plans for the Improvements shall be subject to the review and approval of the City in accordance with the City Municipal Code. 303.4 Assessment District. The Agency and the Developer shall request the City to cause an assessment district, community facilities district, or other appropriate special district to be fanned to finance the costs of the construction of parks, streets, landscape and lighting, and ongoing maintenance thereof. The district shall consist of the entire Phase One Residential/Retail Property and the Phase Two Residential/Retail Property, but portions of such property may be annexed to such district upon the commencement or completion of the Improvements to such portions of the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property. 32 DOC SOC\ 7527 54v !4\22782.00 !9
55 304. Schedule of Performance. The Agency and the Developer shall commence and complete all construction of the Transit Village Improvements for which they are responsible, and the Parties shall satisfy all other obligations and conditions of this Agreement, within the times established therefore in the Schedule of Performance. Certain portions of the Improvements may be constructed simultaneously, including without limitation the Phase One Residential/Retail Improvements and the Western Nevin Avenue Improvements, and the Phase Two Residential/Retail Improvements and the Eastern Nevin Avenue Improvements. 305. Cost of Construction.
305.1 Developer Expenses. All of the cost of planning, designing, developing and constructing all of the Improvements on the Phase One Residential/Retail Property and Phase Two Residential/Retail Property (including the works of public art) shall be borne solely by the Developer.
305.2 Agency Expenses. All of the cost of planning, designing, developing and constructing the Western Nevin Avenue Improvements, Parking Structure, Temporary Parking Lot and Eastern Nevin Avenue Improvements, and the subsequent demolition of the Temporary Parking Lot, shall be borne solely by the Agency. The Agency may at its option designate the Developer to serve as the construction manager of such improvements. In the event that the Developer is so designated as the construction manager, the Agency and the Developer shall enter into a mutually acceptable Construction Management Agreement, under which the Developer will agree to provide construction management services to the Agency for such improvements. The parties acknowledge and agree that the Construction Management Agreement must include provisions in order to comply with such matters as may be required in connection with the source of funding for such improvements, and legal requirements applicable to the covered improvements. The Construction Management Agreement shall incorporate the design and approval rights of BART under this Agreement, in the event that the Developer is designated as the construction manager of the Parking Structure. The Developer shall be entitled to compensation from the Agency for such construction management services equal to 6% of the cost of such improvements. 305.3 Intermodal Station. All of the cost of planning, designing, developing and constructing the Intermodal Station, including the costs of site preparation and grading, shall be borne by the Agency and WCCTAC, in accordance with an allocation of costs mutually acceptable to the Agency and WCCTAC.
305.4 Infrastructure. The cost of project infrastructure, such as traffic improvements, other offsite improvements which benefit more than one portion of the Transit Village, i.e., mass grading and frontage improvements, and costs of the design thereof, shall be allocated as provided in the Scope of Development.
306. Insurance Requirements. Each Party with responsibility for constructing any portion of the Improvements shall take out and maintain or shall cause its contractor to take out and maintain, with respect to the portion of the Improvements which it is responsible for developing, until the completion of such Improvements, a comprehensive general liability policy in the amount of not less than Two Million Dollars ($2,000,000) combined single limit policy or the standard of the industry, whichever is greater, and a comprehensive automobile liability policy in the amount of One Million Dollars ($1 ,000,000) combined single limit or the standard of the industry, whichever is greater, including contractual liability, as shall protect the Parties from claims for such damages, and which policy shall be issued by an insurance carrier qualified to do business in the State of 33 DOC SOC\ 752754v \4122782.00 19
56 California, which carrier is reasonably satisfactory to the Parties. Each such policy or policies shall be written on an occurrence form. Each such Party shall also furnish or cause to be furnished to the other Parties evidence that such Party and any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Each such Party shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the Parties, and their respective officers, agents, and employees, as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status.

The certificate and endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify the Parties of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder shall be primary insurance and not be contributing with any insurance maintained by the other Parties, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the Parties. The required certificates shall be furnished prior to the commencement of construction of the applicable portion of the Improvements. The Agency may provide any insurance which it is obligated to maintain hereunder through self-insurance, so long as such self-insurance program shall operate in the same manner as a typical commercial insurance policy and the Developer and BART shall have the same rights as additional insureds as they would have had if coverage had been provided by a typical commercial insurance company. The Developer agrees to accept, as evidence of the insurance required by this Section a certificate of insurance from the insurance administrator of the Agency.
307. Indemnity.
307.1 Developer Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold BART, the Agency and the City, and their representatives, directors, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any acts or omissions of the Developer under this Agreement, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall not be liable for property damage or bodily injury to the extent occasioned by the negligence of BART, the Agency, the City, or their representatives, officers, employees or agents. 307.2 Agency Indemnity. The Agency shall defend, indemnify, assume all responsibility for, and hold BART and the Developer and their representatives, directors, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any acts or omissions of the Agency under this Agreement, whether such activities or performance thereof be by the Agency or by anyone directly or indirectly employed or contracted with by the Agency and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Agency shall not be liable for property damage or bodily injury to the extent occasioned by the negligence of BART, the Developer or their representatives, officers, employees or agents. 307.3 BART Indemnity. BART shall defend, indemnify, assume all responsibility for, and hold the Developer, the Agency and the City, and their representatives, directors, officers, 34 DOCSOCI 752754v !4\22782.00 !9
57 employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which are caused by any acts or omissions of BART under this Agreement, whether such activities or performance thereof be by BART or by anyone direct! y or indirectly employed or contracted with by BART and whether such damage shall accrue or be discovered before or after termination of this Agreement. BART shall not be liable for property damage or bodily injury to the extent occasioned by the negligence of the Developer, the Agency, the City, or their representatives, officers, employees or agents. 308. Rights of Access. Prior to the issuance of a Certificate of Completion (as specified in Section 310 of this Agreement), for purposes of assuring compliance with this Agreement, representatives of the Parties shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including but not limited to, the inspection of the work being performed in constructing the Improvements so long as such representatives comply with all safety rules with respect to the construction of the Improvements. The Agency and BART shall defend, iodemnify, assume all responsibility for, and hold each other and the Developer, and their representatives, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kiod or nature for any damages to property or injuries to persons, includiog accidental death (including attorneys fees and costs), which may be caused by the exercise of such rights of access, except to the extent occasioned by the negligence or willful misconduct of the iodemnified Party or its representatives, officers, employees or agents or employees. 309. Compliance With Laws.
309.1 General Compliance. The Parties shall carry out the design and construction of their portion of the Transit Village Improvements in conformity with all applicable laws, iocludiog all applicable City zoning and development standards, buildiog, plumbing, mechanical and electrical codes, and all other provisions of the City's Municipal Code. 309.2 Taxes and Assessments. The Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the portions of the Site owned by the Developer, subject to the Developer's right to contest in good faith any such taxes. 309.3 Relocation Obligations. The Agency and BART shall each be responsible for causing all occupants (if any) of each portion of the Site owned by such Party to vacate prior to the Conveyance of such portion of the Site, and for complying and/or causiog compliance with all applicable federal, state and local laws and regulations concerning the displacement and/or relocation of, prior to the date of this Agreement, all eligible persons and/or businesses from the Site, if any, which may ioclude, without limitation, compliance with the California Relocation Assistance Law, California Government Code Section 7260, et seq., all state and local regulations implementing such laws, and all other federal, state, and local laws and regulations (to the extent applicable by law). 309.4 Compliance with Richmond Municipal Code Chapter 2.50. The Developer and the Agency agree to confonn to the City of Richmond's Busioess Opportunity Ordioance (Richmond Municipal Code Chapter 2.50), which is incorporated iota this Agreement by this reference. 309.5. Compliance with Richmond Municipal Code Chapter 2.56. The Developer and the Agency agree to confonn to the City of Richmond's Local Employment Program Ordinance (Richmond Municipal Code Chapter 2.56), which is incorporated into this Agreement by this reference. 35 DOCSOC\7527 54v 14\22782.0019
58 309.6 Prevailing Wages and First Source Requirements. All Parties shall, in the construction of all Transit Village Improvements, ensure that all contracts for work are in compliance with the Prevailing Wage Requirements, City of Richmond's Living Wage Ordinance (Richmond Municipal Code Chapter 2.60) which is incorporated into this Agreement by this reference, State prevailing wage requirements pursuant to Labor Code Section 1720, et seq., including without limitation the keeping of all records required pursuant to Labor Code Section 1776, which are applicable to the specific type of development work being performed within the Transit Village. In addition, all Parties shall, in the construction of any Transit Village Improvements which are funded in whole or in part through federal funds, ensure that contracts for work are in compliance with Federal Davis-Bacon prevailing wage standards, to the extent applicable to such work and shall enter into a First Source Agreement with the City substantially in the standard form of the City. 310. Certificate of Completion. At the request of the Developer, promptly after the Agency has approved as satisfactory the completion of all or a portion of the Improvements on the Phase One Residential/Retail Property and Phase Two Residential/Retail Property in conformity with this Agreement, the Agency shall furnish the Developer with a "Certificate of Completion," substantially in the form of Attachment No. 7 hereto which is incorporated herein by reference, with respect to the portion of the Residential Units so completed. The Agency shall not unreasonably withhold any such Certificate of Completion. The Certificate of Completion shall be a conclusive determination of satisfactory completion of the portion of the Improvements designated in the Certificate of Completion in accordance with the terms of this Agreement, and the Certificate of Completion shall so state. Any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Residential Units on the Phase One Residential/Retail Property and Phase Two Residential/Retail Property covered by such Certificate of Completion shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement except for those continuing covenants of this Agreement.

If the Agency refuses or fails to furnish the Certificate of Completion, after written request from the Developer, the Agency shall, within thirty (30) days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish the Certificate of Completion. The statement shall also contain the Agency's opinion of the actions the Developer must take to obtain the Certificate of Completion. Even if the Agency shall have failed to provide such written statement within such thirty (30) day period, the Developer shall not be deemed entitled to the Certificate of Completion. The Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the Improvements, or any part thereof. The Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code, nor shall it be deemed the approval of the City or any department of the City as to such Improvements.
311. Financing ofthe Phase One and Phase Two Residential/Retail Improvements. 311.1 Approval of Financing. As required herein and as a Condition Precedent to the Closing for the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property, Developer shall submit to Agency and BART evidence that Developer has obtained sufficient equity capital and/ or has obtained firm and binding commitments for construction financing necessary to undertake the development of the Phase One Residential/Retail Property and the Phase Two ResidentiaVRetail Property and the construction of the Improvements thereon in accordance with this Agreement. The Agency and BART shall approve or disapprove such evidence of financing commitments within thirty (30) days of receipt of a complete submission. Approval 36 DOC SOC\ 752754v 14122782.00 19
59 shall not be unreasonably withheld or conditioned. If Agency or BART shall disapprove any such evidence of financing, it shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall promptly obtain and submit to the Agency and BART new evidence of financing. Agency and BART shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 311.1 for the approval or disapproval of the evidence of financing as initially submitted to Agency and BART. Developer shall close the approved construction financing prior to or concurrently with the Closing ..

Such evidence of financing shall include the following: (a) a final project budget showing all projected costs of the applicable improvements, (b) a copy of a loan commitrnent(s) obtained by Developer from one or more fmancial institutions for the loan or loans for financing to fund the construction of the applicable Improvements, subject to such lenders' reasonable, customary and normal conditions and terms, and (c) a copy of a written commitment obtained by the Developer from one or more investors to provide equity ftmding for the construction of the applicable Improvements, or other evidence reasonably satisfactory to the Agency and BART that Developer has sufficient equity funds for such construction, and that such funds have been committed to such construction, and other documentation satisfactory to the Agency and BART as evidence of other sources of capital sufficient to demonstrate that Developer has adequate equity funds to cover the difference between the total cost of the construction and completion of the applicable Improvements set forth in subparagraph (a) above, less fmancing authorized by those loans set forth in subparagraph (b) above.
311.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and LeaseBack for Development. Mortgages and deeds of trust shall be permitted encumbrances to the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property prior to the issuance of the Certificate of Completion only with the prior written approval of the Agency and BART, which shall not be unreasonably withheld or delayed, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property, construction of the Improvements thereon (including architecture, engineering, legal, and related direct costs as well as indirect costs) on or in connection with the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property, permanent fmancing obtained by homebuyers for completed Residential Units, and any other purposes necessary and appropriate in connection with development under this Agreement. The Developer shall notify the Agency and BART in advance of any mortgage or deed of trust fmancing, if the Developer proposes to enter into the same before completion of the construction of the Improvements on the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property. The Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency and BART, which approval shall not unreasonably be withheld. 311.3 Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the Improvements or any portion thereof, or to guarantee such construction or completion; nor shall any covenant or any other provision in this Agreement be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 311.4 Notice ofDefaultto Mortgagee or Deed of Trust Holders; Right to Cure.

With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the 37 DOC SOC\ 752754v14\22782.00 !9
60 Agency may deliver any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the Improvements, the Agency shall at the same time deliver to BART and to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Improvements, or any portion thereof (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations to the Agency by written agreement reasonably satisfactory to the Agency. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the Improvements to which the lien or title of such holder relates. Any such holder properly completing such Improvement shall be entitled, upon compliance with the requirements of Section 310 of this Agreement, to a Certificate of Completion. It is understood that a holder shall be deemed to have satisfied the thirty (30) day time limit set forth above for commencing to cure or remedy a Developer default which requires title and/or possession of the Site (or portion thereof) if and to the extent any such holder has within such thirty (30) day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and cures or remedies the default.
311.5 Phase One Development Loan. The Agency hereby agrees to loan to the Developer the amount of Five Million One Hundred Forty-Eight Thousand Dollars ($5,!48,000) for the construction of the Phase One Residential/Retail Improvements (the "Phase One Development Loan"), subject to the terms and conditions set forth in this Agreement. The obligation to repay the Phase One Development Loan shall be set forth in a promissory note (the "Phase One Development Loan Promissory Note") to be executed by Olson Urban Housing, LLC, substantially in the form attached hereto as Attachment No. 10 and incorporated herein. The Phase One Development Loan Promissory Note shall accrue no interest, and shall be unsecured. As each of the four housing subphases of the Phase One Residential/Retail Improvements is commenced, the Developer shall place a pro rata portion of the proceeds of the Phase One Development Loan into an escrow account mutually acceptable to the Agency and the Developer. Funds shall be disbursed from such escrow account to the Developer on a monthly basis during the construction of the Phase One Residential/Retail Improvements upon satisfaction of the conditions precedent set forth below. The full amount of the Phase One Development Loan shall be forgiven upon the issuance of the Certificate of Completion for the Phase One Residential/Retail Improvements.

The following conditions are conditions precedent to the Agency's obligation to make each of the disbursements of the Phase One Development Loan:
a. Developer shall have delivered to the Agency a duly executed Phase One Development Loan Promissory Note.
b. Developer shall have submitted a request for payment to the Agency, together with invoices from all contractors and subcontractors and any other requested information and documents with respect to the scope and cost of the construction and development of the applicable housing sub-phase of the Phase One Residential/Retail Improvements, which shall demonstrate that the cost of such construction and development for which payment is requested is equal to or greater than the amount of the requested disbursement of the Phase One Development Loan. 38 DOC SOC\ 7527 54v 14122782.0019
61 311.6 Phase Two Development Loan. The Agency hereby agrees to loan to the Developer Three Million Eight Hundred Sixty-One Thousand Dollars ($3,861,000), or such other amount as the Agency and the Developer mutually determine is necessary for the Developer's construction of the Phase Two Residential/Retail Improvements in the manner set forth below (the "Phase Two Development Loan"), subject to the terms and conditions set forth in this Agreement.

The Agency and the Developer shall commence discussions with respect to the adjustment of the amount of the Phase Two Development Loan not later than the close of escrow for the eightieth sale of a Residential Unit in the Phase One Residential/Retail Improvements. The amount of the Phase Two Development Loan shall be determined in the same manner as the amount of the Phase One Development Loan was determined, through an analysis of the subsidy needed to develop the Phase Two Residential/Retail Improvements, based upon projected costs and revenues, and the same level of Developer profit assumed in the calculation of the Phase One Development Loan. In the event that the Agency and Developer do not mutually agree on the amount of the Phase Two Development Loan within thirty (30) days of the close of escrow for the eightieth sale of a Residential Unit in the Phase One Residential/Retail Improvements, then the Agency and the Owner shall jointly appoint an economist who shall conduct an independent analysis of the appropriate level of the Phase Two Development Loan. The Agency and the Developer shall each bear one- half of the cost of such economic analysis. The obligation to repay the Phase Two Development Loan shall be set forth in a promissory note (the "Phase Two Development Loan Promissory Note") to be executed by Olson Urban Housing, LLC, substantially in the form attached hereto as Attachment No. ll and incorporated herein. The Phase Two Development Loan Promissory Note shall accrue no interest, and shall be unsecured. As each of the housing sub-phases of the Phase Two Residential/Retail Improvements is commenced, the Developer shall place a pro rata portion of the proceeds of the Phase Two Development Loan into an escrow account mutually acceptable to the Agency and the Developer. Funds shall be disbursed from such escrow account to the Developer on a monthly basis during the construction of the Phase Two Residential/Retail Improvements upon satisfaction of the conditions precedent set forth below. The full amount of the Phase Two Development Loan shall be forgiven upon the issuance of the Certificate of Completion for the Phase Two Residential/Retail Improvements.

The following conditions are conditions precedent to the Agency's obligation to make each of the disbursements of the Phase Two Development Loan:
a. Developer shall have delivered to the Agency a duly executed Phase Two Development Loan Promissory Note.
b. Developer shall have submitted a request for payment to the Agency, together with invoices from all contractors and subcontractors and any other requested information and documents with respect to the scope and cost of the construction and development of the applicable housing sub-phase of the Phase Two Residential/Retail Improvements, which shall demonstrate that the cost of such construction and development for which payment is requested is equal to or greater than the amount of the requested disbursement of the Phase Two Development Loan. 400. COVENANTS AND RESTRICTIONS
401. Use in Accordance with Redevelopment Plan. The Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to its interests in the Site or any part thereof, that the Developer shall devote each portion of the Site owned, leased or operated by the Developer to the uses specified in the Redevelopment Plan and this Agreement for the periods of time specified therein. All uses conducted on the Site shall conform to the Redevelopment Plan, 39 DOC SOC\ 7527 54v 14122182.0019
62 the City Center Specific Plan, the City General Plan, and all applicable provisions of the City Municipal Code.
402. Maintenance Covenants.
402.1 Phase One and Phase Two Residential/Retail Property. The Developer shall maintain the Site and all improvements thereon, including all landscaping, in compliance with the terms of the Redevelopment Plan and with all applicable provisions of the City Municipal Code, during the period of the Developer's ownership of the Site or portions thereof. Such obligations shall be assigned to the homeowner's associations, which are formed with respect to the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property. 402.2 Maintenance of the Site; Association CC&Rs. The Developer shall prepare and submit to the Agency's legal counsel for its reasonable approval one or more Declarations of Covenants, Conditions and Restrictions for the Residential Units (the "Association CC&Rs"), each of which establishes a property owner's association for the Residential Units (the "Association").

The Association CC&Rs shall require the owners of all Residential Units constructed on the Site to be members of the Association. The Association CC&Rs shall entitle each owner to use of the common areas and facilities to be constructed on the Site and shall set forth an equitable apportionment of the costs of maintaining and operating such common areas and facilities. The Association CC&Rs shall require the maintenance of the Improvements and the Site in accordance with the standards of Section 402.1 hereof, and the standards of similar residential developments within the County. The Association CC&Rs shall be enforceable by the Agency, and any substantive amendments to such Association CC&Rs shall require the consent of the Agency, which consent shall not unreasonably be withheld. The Association CC&Rs shall be recorded against those portions of the Site which shall contain Residential Units prior to the sale of any Residential Units. The Association CC&Rs shall specifically state that the Agency is an intended third party beneficiary of the Association CC&Rs with the ability to enforce all the obligations set forth therein, including, without limitation, the ability to cause any and all maintenance and repair obligations to be performed.
403. Provision of Affordable Ownership Housing
403.1 Number of Affordable Units. Not fewer than half of the Residential Units which are required to be developed on the Site shall be sold to Moderate Income Households at the prices set forth in Section 403.2 hereof(the "Affordable Units"). Each Moderate Income Household purchaser which purchases an Affordable Unit shall execute and acknowledge such documentation restricting the sales price of the Affordable Unit and income of purchasers of the Affordable Unit, in such form as the Agency and its program administrator reasonably requires, which documentation is reasonably acceptable to the Developer. The term of such affordable housing restrictions shall remain in effect for a term of thirty years from the initial sale of the Affordable Unit. 403.2 Maximum Sales Prices. Developer covenants and agrees that each of the Affordable Units shall be sold at an Affordable Housing Cost. 403.3 Selection of Buyers. Developer shall be responsible for the selection of buyers for the Affordable Units in compliance with the criteria set forth in Section 403.4 of this Agreement. Developer shall develop a procedure for selection of buyers, which, upon approval by Agency, shall be implemented by the Developer. Preference shall be given to buyers who have been displaced by redevelopment activities by Agency in the implementation of the Redevelopment Plan. 40 DOC SOC\ 7527 54v 14122782.00 I 9
63 403.4 Income of Buyers. Prior to the sale of any Affordable Unit, the Developer shall submit to Agency a completed income computation and certification form, in such form as may be provided by Agency. Gross income shall be determined in accordance with Health and Safety Code Section 50093. Developer shall obtain a certification from each buyer purchasing an Affordable Unit demonstrating that such buyer is a Moderate Income Household and meets the eligibility requirements established for the Affordable Unit. Developer shall verify the income certification of the proposed buyer as set forth below.

Developer shall verify the income of each proposed purchaser of the Affordable Units by at least one of the following methods as appropriate to the proposed purchaser:
(l) obtain two (2) paycheck stubs from the person's two (2) most recent pay periods.
(2) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed.
(3) obtain an income verification certification from the employer of the person. ( 4) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies.
(5) obtain an alternate form of income verification reasonably requested by Agency, if none of the above forms of verification is available to the Developer. 404. Homebuyer Loan Program. The Agency agrees to commit not less than Two Million Five Hundred Thousand Dollars ($2,500,000) for loans to Moderate Income Household purchasers of Residential Units to be used to pay a portion of the purchase price of the Residential Unit (the "Agency Homebuyer Loans"). The principal amount of each Agency Homebuyer Loan made to a Moderate Income Household purchaser shall be the amount necessary to make the purchase price of the Residential Unit an Affordable Housing Cost to such purchaser. First priority for such Agency Homebuyer Loans shall go to purchasers of Affordable Units, and the Agency may make Agency Homebuyer Loans to purchasers of other Residential Units only to the extent that sufficient funds will be available to make Agency Homebuyer Loans to all of the Affordable Units.

The Agency Homebuyer Loan shall accrue interest at a rate not greater than three percent (3%) per annum shall be secured by a second deed of trust, and repayment of each Agency Homebuyer Loan shall be deferred for not less than five years from the date of such loan. Each Moderate Income Household purchaser which desires to obtain an Agency Homebuyer Loan shall execute and acknowledge such documentation as the Agency and its program administrator reasonably requires, which documentation is reasonably acceptable to the Developer, evidencing such assistance. The Developer shall enter into an agreement with a nonprofit corporation or other entity to administer its obligations under the Homebuyer Assistance program. The Agency shall also use good faith efforts to rnske available below-market rate first trust deed financing to eligible purchasers of both Affordable Units and market rate Residential Units.
405. Additional Payments. Each purchaser of a Residential Unit which is not an Affordable Unit, upon each resale of such Residential Unit, shall be obligated to pay to the Agency an amount which shall not exceed one percent (I%) of the gross sales price of the Residential Unit; provided that such amount shall be payable only from the net sales proceeds received by the 41 DOC SOC\ 7527 54v 14\22782.00 19
64 homeowner from the sale of the Residential Unit, after payment of loans, escrow fees, title fees, etc.

Each purchaser of a Residential Unit which is not an Affordable Unit shall execute and acknowledge such documentation requiring the payment of the foregoing amount, in such form as the Agency and its program administrator reasonably requires, which documentation is reasonably acceptable to the Developer. The term of such payment requirement shall not exceed twenty (20) years from the date of the initial sale of the Affordable Unit. The Agency agrees to reasonably consider making modifications to such requirement and documentation, which are proposed by home mortgage lenders making loans to initial purchasers of the Residential Units. 406. Nondiscrimination Covenants. Each Party covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall any Party itself or any person claiming under or through it establish or pennit 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 Site.

The foregoing covenants sball run with the land.

Each Party shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, religion, sex, sexual orientation, marital status, ancestry or national origin of any person.

All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for himself or herself, his or her 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, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, 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, sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, 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 ofrace, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, 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, sub lessees, subtenants, or vendees in the premises herein leased."
(c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, sexual 42 DOC SOC\ 7 527 54v I 4\22 782.00 !9
65 orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, 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, sub lessees or vendees of the premises." 500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to the extensions of time set forth in Section 602 of this Agreement, failure by any Party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A Party claiming a Default shall give written notice of Default to the Party alleged to be in Default, specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other Party, and the other Party shall not be in Default if such party cures such failure within thirty (30) days from receipt of such notice, or if the nature of such Default is such that more than thirty (30) days is reasonably required to cure such deficiency, if such Party immediately, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence.
502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, any Party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default,- or to obtain any other remedy consistent with the purpose of this Agreement. Such actions shall be instituted in the Superior Court of State of California, Contra Costa County.
503. Termination by the Developer Prior to the Conveyance. In the event that prior to the Conveyance of the Phase One Residential/Retail Property or Phase Two Residential/Retail Property, the Developer is not in Default under this Agreement and (a) the Agency and/or BART do not tender title to the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property pursuant to the Grant Deed in the manner and condition and by the date provided in this Agreement, or (b) one or more of the Developer's Conditions Precedent to the Closing is not fulfilled or waived in writing by the Developer on or before the time set forth in the Schedule of Performance, or (c) any Default of the Agency or BART prior to the Closing is not cured within the time set forth in Section 50 l hereof, after written demand by the Developer, or (d) the Developer timely disapproves the environmental or soils condition of the Site pursuant to Section 208 hereof, then this Agreement may, at the option of the Developer, be terminated by written Notice thereof to the Agency and BART. If the termination occurs prior to the Conveyance of the Phase One Residential/Retail Property, the Good Faith Deposit shall be returned to the Developer. If the termination occurs prior to the Conveyance of the Phase Two ResidentialJRetail Property, the Additional Deposit shall be returned to the Developer. From the date of the written Notice of termination by the Developer to the Agency and BART and thereafter the Parties' obligations under this Agreement shall be deemed terminated, and there shall be no further rights or obligations between the Parties with respect to the Site by virtue of or with respect to this Agreement. If such Notice of termination is delivered after the conveyance of the Phase One Residential/Retail Property to the Developer, but before the conveyance of the Phase Two Residential/Retail Property, then the Notice shall not affect or modify the Parties' rights and obligations with respect to the Phase One Residential/Retail Property, including, without limitation, the Agency's obligations under Sections 201.2 and 301.5 hereof.
43 DOCSOCI152154v 14\22782.0019
66 504. Termination by the Agency or BART Prior to the Conveyance. 504.1 Termination by Agency. In the event that prior to the Conveyance of the Phase One Residential/Retail Property, the Agency is not in Default under this Agreement and (a) one or more of the Agency's Conditions Precedent to the Closing is not fulfilled or waived in writing by the Agency on or before the time set forth in the Schedule of Performance; or (b) the Developer or BART is otherwise in Default of this Agreement and fails to cure such default within the time set forth in Section 501 hereof; or (c) the Developer makes a Transfer in violation of Section 603 of this Agreement and such Transfer has not been approved or rescinded within thirty (30) days ofNotice thereof to the Developer, then the Agency's obligations under this Agreement may, at the option of the Agency, be terminated by written Notice thereof to the Developer and BART. If the termination occurs prior to the Conveyance of the Phase One Residential/Retail Property, the Good Faith Deposit shall be returned to the Developer, unless Agency has terminated the Agreement due to the uncured Default of the Developer. From the date of the written Notice of termination by the Agency to the Developer and BART and thereafter the Parties' obligations under this Agreement shall be deemed terminated, and there shall be no further rights or obligations between the Parties by virtue of or with respect to this Agreement.

In the event thatafter the Conveyance of the Phase One Residential/Retail Property but prior to the Conveyance of the Phase Two Residential/Retail Property, the Agency is not in Default under this Agreement and (a) one or more of the Agency's Conditions Precedent to the Closing with respect to the Phase Two Residential/Retail Property is not fulfilled or waived in writing by the Agency on or before the time set forth in the Schedule of Performance; or (b) the Developer or BART is otherwise in Default of this Agreement and fails to cure such default within the time set forth in Section 501 hereof; or (c) the Developer makes a Transfer in violation of Section 603 of this Agreement and such Transfer has not been approved or rescinded within thirty (30) days ofN otice thereof to the Developer, then the Agency's obligations to the defaulting party under this Agreement may, at the option of the Agency, be terminated by written Notice thereof to the defaulting party. If the termination occurs prior to the Conveyance of the Phase Two Residential/Retail Property, the Additional Deposit shall be returned to the Developer, unless Agency has terminated the Agreement due to the uncured Default of the Developer. From the date of the written Notice of termination by the Agency to the defaulting party and thereafter the rights and obligations of the Agency and the defaulting party under this Agreement shall be deemed terminated, and there shall be no further rights or obligations between such Parties by virtue of or with respect to this Agreement. Such Notice shall not affect or modify the Parties' rights and obligations with respect to the Phase One Residential/Retail Property. In the event that the Agency terminates the Developer's rights pursuant to the Agreement after the conveyance of the Phase One Residential/Retail Property to the Developer, but before the conveyance of the Phase Two Residential/Retail Property, the Agency and BART shall continue to be obligated to perform all obligations hereunder with respect to the Parking Structure and the Temporary Parking Lot, including, without limitation, the obligation of BART to ground lease the Parking Structure Parcel to the Agency as provided in Section 201.2 hereof, the obligation of the Agency to construct the Parking Structure as provided in Section 201.2 hereof, and the obligation of BART to convey to the Agency BART's portion of the Phase Two Residential/Retail Property; provided that the Site will be used for the same or substantially similar purposes as set forth in this Agreement, i.e. transit oriented development. 504.2 Termination by BART. In the event that prior to the Conveyance of the Phase One Residential/Retail Property, BART is not in Default under this Agreement and (a) one or more of BART's Conditions Precedent to the Closing is not fulfilled or waived in writing by BART on or before the time set forth in the Schedule of Performance; or (b) the Developer or Agency is 44 DOCSOC\752754v 14\22782.0019
67 otherwise in Default of this Agreement and fails to cure such default within the time set forth in Section 501 hereof; or (c) the Developer makes a Transfer in violation of Section 603 of this Agreement and such Transfer has not been approved or rescinded within thirty (30) days of Notice thereof to the Developer, then BART's obligations under this Agreement may, at the option of BART, be terminated by written Notice thereof to the Developer and the Agency. If the termination occurs prior to the Conveyance of the Phase One Residential/Retail Property, the Good Faith Deposit shall be returned to the Developer, unless BART has terminated the Agreement due to the uncured Default of the Developer. From the date of the written Notice of termination by BART to the Developer and the Agency and thereafter the Parties' obligations under this Agreement shall be deemed terminated, and there shall be no further rights or obligations between the Parties by virtue of or with respect to this Agreement.

In the event that after the Conveyance of the Phase One ResidentiaVRetail Property but prior to the Conveyance of the Phase Two ResidentiaVRetail Property, BART is not in Default under this Agreement and (a) one or more of BART's Conditions Precedent to the Closing is not fulfilled or waived in writing by BART on or before the time set forth in the Schedule of Performance; or (b) the Developer or Agency is otherwise in Default of this Agreement and fails to cure such default within the time set forth in Section 501 hereof; or (c) the Developer makes a Transfer in violation of Section 603 of this Agreement and such Transfer has not been approved or rescinded within thirty (30) days ofNotice thereof to the Developer, then BART's obligations to the defaulting party under this Agreement may, at the option of BART, be terminated by written Notice thereof to the defaulting party. If the termination occurs prior to the Conveyance of the Phase Two ResidentiaVRetail Property, the Additional Deposit shall be returned to the Developer, unless BART has tenninated the Agreement due to the uncured Default of the Developer. From the date of the written Notice of termination by BART to the defaulting party and thereafter the rights and obligations of BART and the defaulting party under this Agreement shall be deemed terminated, and there shall be no further rights or obligations between such Parties by virtue of or with respect to this Agreement. Such Notice shall not affect or modify the Parties' rights and obligations with respect to the Phase One Residential/Retail Property. In the event that BART terminates the Developer's rights pursuant to the Agreement after the conveyance of the Phase One ResidentiaVRetail Property to the Developer, but before the conveyance of the Phase Two ResidentiaVRetail Property, the Agency and BART shall continue to be obligated to perform all obligations hereunder with respect to the Parking Structure and the Temporary Parking Lot, including, without limitation, the obligation of BART to ground lease the Parking Structure Parcel to the Agency as provided in Section 201.2 hereof, the obligation of the Agency to construct the Parking Structure as provided in Section 201.2 hereof, and the obligation of BART to convey to the Agency BART's portion of the Phase Two Residential/Retail Property provided that the Site will be used for the same or substantially similar purposes as set forth in this Agreement, i.e. transit oriented development .. 505. Reentry and Revesting of Title After the Closing and Prior to Completion of Construction. The Agency and BART jointly have the right, at their election, to reenter and take possession of the Phase One ResidentiaVRetail Property and the Phase Two ResidentiaVRetail Property, with all improvements thereon, and terminate and revest in the conveying Party or Parties the estate conveyed to the Developer if after the Closing and prior to the issuance of the Certificate of Completion, the Developer (or its successors in interest) shall:
(a) fail to start the construction of the Improvements on such parcel as required by this Agreement for a period of ninety (90) days after written notice thereof from the Agency; or
45 DOC SOC\ 7527 54v 14\22782.0019
68 (b) abandon or substantially suspend construction of the Improvements required by this Agreement on such parcel for a period of ninety (90) days after written notice thereof from the Agency; or
(c) contrary to the provisions of Section 603 Transfer or suffer any involuntary Transfer in violation of this Agreement, and such Transfer has not been approved by the Agency or rescinded within thirty (30) days of notice thereof from Agency to Developer.

Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit:

1. Any mortgage or deed of trust permitted by this Agreement; or

2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust.

Notwithstanding the above, however, the Agency and BART shall have no right to retake possession of completed houses on portions of the Phase One ResidentiaVRetail Property or the Phase Two ResidentiaVRetail Property, which have been sold to individual homebuyers in the ordinary course of business. Each Grant Deed shall contain appropriate reference and provision to give effect to the Agency's and BART's right as set forth in this Section 505, under specified circumstances prior to recordation of the Certificate of Completion, to reenter and take possession of the Phase One ResidentiaVRetail Property or the Phase Two ResidentiaVRetail Property, with all improvements thereon, and to terminate and revest in the conveying Party or Parties the estate conveyed to the Developer. Upon the revesting in the conveying Party or Parties of title to the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property as provided in this Section 505, the conveying Party or Parties shall, pursuant to its responsibilities under state law, use their reasonable efforts to resell the Phase One Residential/Retail Property or the Phase Two ResidentiaVRetail Property as soon and in such manner as the conveying Party or Parties shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists or may be amended, to a qualified and responsible Party or Parties (as determined by the conveying Party or Parties) who will assume the obligation of making or completing the Improvements, or such improvements in their stead as shall be satisfactory to the Agency and BART and in accordance with the uses specified for the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property or part thereof in the Redevelopment Plan. Upon such resale of the Phase One ResidentiaVRetail Property or Phase Two ResidentiaVRetail Property, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Phase One ResidentiaVRetail Property or the Phase Two ResidentiaVRetail Property Site which is permitted by this Agreement, shall be applied:
i. First, to reimburse the conveying Party or Parties for all costs and expenses incurred by the conveying Party or Parties, specifically including, but not limited to, any expenditures by the Agency or BART in connection with the recapture, management and resale of the Phase One Residential/Retail Property or Phase Two Residential/Retail Property or part thereof (but less any income derived by the Agency or BART from the Phase One ResidentiaVRetail Property and the Phase Two Residential/Retail Property or part thereof in connection with such management); Agency and BART staff costs in connection therewith, all taxes, assessments and water or sewer charges with respect to the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property or part thereof which the Developer has 46 DOCSOC\752754vl4\22782.00!9
69 not paid (or, in the event that the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property is exempt from taxation or assessment of sucll charges during the period of ownership thereof by tile Agency and/or BART, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Phase One Residential/Retail Property and/or the Pllase Two Residential/Retail Property were not so exempt); any payments made or necessary to be made to discllarge any encumbrances or liens existing on the Site or part thereof at the time or revesting of title thereto in the Agency and/or BART, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency and/or BART, and in the event additional proceeds are thereafter available, then
ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of(a) the costs incurred for the acquisition and development of the Phase One Residential/Retail Property or the Pllase Two Residential/Retail Property and for the improvements existing on the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property at the time of the reentry and possession, less (b) any gains or income withdrawn or made by the Developer from the Phase One Residential/Retail Property or the Pllase Two Residential/Retail Property or the improvements thereon.

Any balance remaining after such reimbursements shall be retained by the Agency as its property. In the event that the Agency exercises its rights under this Section 505, BART shall be entitled to retain ownership of the Parking Garage pursuant to the tenns of the Parking Structure Lease, if applicable. The rights established in this Section 505 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy sllall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Agency and BART will have conveyed the Phase One Residential/Retail Property and the Phase Two Residential/Retail Property to the Developer for redevelopment purposes, particularly for development of townhouses and commercial space, and not for speculation in undeveloped land.
506. Acceptance of Service of Process. In the event that any legal action is commenced by a Party against the Agency, service of process on the Agency shall be made by personal service upon the Agency's Director or Secretary or in such other manner as may be provided by law. In the event that any legal action is commenced by a Party against BART, service of process on BART shall be made by personal service upon the District Secretary of BART or in such other marrner as may be provided by law. In the event that any legal action is commenced against the Developer, service of process on the Developer shall be made by personal service in such manner as may be provided by law.
507. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Parties. 47 oocsoa 752754v 14\22782.0019
70 508. Inaction Not a Waiver of Default. Any failures or delays by any Parties in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 509. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement, without reference to its choice of laws principles. 510. Non-Liability of Officials and Employees of the Agency. No member, official, director or employee of the Agency, the City or BART shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by the Agency or BART or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.
511. Attorneys' Fees. In any action between the Parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing Party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees.
512. Plans, Drawings and Documents to be Assigned to Agency. If this Agreement is terminated for any reason other than an uncured Default by Developer hereunder, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or fmal subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Improvements on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the terminated portion of the Site to date of the termination.

Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 512 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. In consideration thereof, the Agency shall thereupon reimburse the Developer for its actual costs incurred pursuant to this Agreement, in accordance with documentation of such costs, which is submitted by the Developer to the Agency for its review and approval.
600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which any Party may desire to give to the other Party under this Agreement must be in writing and may be given by first class mail, postage prepaid, personal delivery or reputable overnight delivery service, addressed to the Party to whom the Notice is directed as set forth below, or at any other address as that Party may later designate by Notice.

To Agency:

DOC SOC\ 7 52754v 14\22782.0019
Richmond Redevelopment Agency
350 25th Street
Richmond, California 94804
Attention: Director
48 71
To BART:

To Developer:

San Francisco Bay Area Rapid Transit District
Department of Real Estate Services
1330 Broadway, Suite 1800
Oakland, California 94612
Attention: Department Manager
Riclunond Transit, LLC
3020 Old Ranch Parkway, Suite 400
Seal Beach, California 90740-2750
Attention: Mark Buckland, President
Any written notice, demand or communication shall be deemed received upon delivery or refusal to accept delivery if delivered by hand or reputable overnight delivery service and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.
602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by any Party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to events which are outside of the reasonable control of the Party claiming an extension, which may include, without limitation: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fi.res; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of another Party; acts or failures to act of the City or any other public or governmental agency or entity (other than the acts or failures to act of the Agency or BART which shall not excuse performance by such Party); or any other causes beyond the control or without the fault of the Party claiming an extension oftime to perform, excluding, specifically, general economic conditions or economic downturn. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Parties within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Parties. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to complete the Improvements shall not constitute grounds of enforced delay pursuant to this Section 602.
603. Transfers of Interest in Site or Agreement.
603.1 Prohibition. The qualifications and identity of the Developer are of particular concern to the Agency and BART. It is because of those qualifications and identity that the Agency and BART have entered into this Agreement with the Developer. Accordingly, for the period commencing upon the date of this Agreement and until the issuance of the Certificate of Completion (a) no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, (b) nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refmancing or lease of the whole or any part of the Phase One Residential/Retail Property or the Phase Two Residential/Retail Property or the Improvements thereon, (c) nor shall there be a change in the managing member of the Developer from Olson Urban Housing, LLC (collectively referred to herein as a "Transfer"), without the prior written approval of the Agency and BART, except as expressly set forth herein. 49 DOCSOC\752754vl4\22782.0019
72 603.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency and BART approval of a Transfer shall not be required in connection with any of the following:
(a) Any Transfer to a limited liability company, partnership, corporation, or other entity or entities in which Richmond Transit, LLC, Olson Urban Housing, LLC and/or The Olson Company retains a minimum of fifty-one percent (51%) of the ownership or beneficial interest and retains management and control of the transferee entity or entities. (b) The conveyance or dedication of any portion ofthe Site to the City or BART or another appropriate governmental agency, or the granting of easements or permits to facilitate construction of the Improvements.
(c) Any requested assignment for fmancing purposes (subject to such financing being considered and approved by the Agency and BART pursuant to Section 311 herein), including the grant of a deed of trust to secure the funds necessary for land acquisition, construction and permanent financing of the Improvements. (d) Any conveyance of completed Residential Units to individual homebuyers in the ordinary course of business.
(e) Any lease, sublease or other conveyance of commercial space in the Parking Structure in accordance with the requirements of the lease (or sublease) of such space from BART to the Developer.

In the event of a Transfer by Developer under subparagraph (a) above not requiring the prior approval of the Agency and BART, Developer nevertheless agrees that at least thirty (30) days prior to such Transfer it shall give written notice to Agency and BART of such assignment and satisfactory evidence that the assignee has assumed in writing through an assignment and assumption agreement all of the Developer's obligations under this Agreement. Such assignment shall release the assigning Developer from any obligations to the Agency and BART hereunder. 603.3 Agency and BART Consideration of Requested Transfer. The Agency and BART each agrees that it will not unreasonably withhold approval of a request for approval of a Transfer made pursuant to this Section 603, provided the Developer delivers written notice to the Agency and BART requesting such approval. Such notice shall be accompanied by evidence regarding the proposed transferee's development and/or operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Agency and BART to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 603 and as reasonably determined by the Agency and BART. The Agency and BART may, in considering any such request, take into consideration such factors as (i) the quality of any new and/or replacement developer, (ii) the transferee's past performance as developer of single family, attached residences, (iii) the current fmancial condition of the transferee, and similar factors. The Agency and BART each agrees not to unreasonably withhold its approval of any such requested Transfer, taking into consideration the foregoing factors.

An assignment and assumption agreement in form satisfactory to the legal counsel of the Agency and BART shall also be required for all proposed Transfers. Within thirty (30) days after the receipt of the Developer's written notice requesting Agency and BART approval of a Transfer pursuant to this Section 603, the Agency and BART shall either approve or disapprove such 50 DOCSOC\752754v 14122782.00!9
73 proposed assignment or shall respond in writing by stating what further information, if any, it reasonably requires in order to determine the request complete and determine whether or not to grant the requested approvaL Upon receipt of such a response, the Developer shall promptly furnish to the Agency and BART such further information as may be reasonably requested. 603.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and its permitted successors and assigns. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided.
603.5 Assignment by Agency. The Agency may assign or transfer any of its rights or obligations under this Agreement with the approval of BART and the Developer, which approval shall not be unreasonably withheld.
603.6 Assignment by BART. BART may assign or transfer any of its rights or obligations under this Agreement with the approval of the Agency and the Developer, which approval shall not be unreasonably withheld.
604. Relationship Between Agency, BART and Developer. It is hereby acknowledged that the relationship between the Agency, BART and the Developer is not that of a partnership or joint venture and that the Agency, BART and the Developer shall not be deemed or construed for any purpose to be the agent of the other.
605. Agency Approvals and Actions. The Agency shall maintain authority of this Agreement and the authority to implement this Agreement through the Agency's Director (or his duly authorized representative). The Agency's Director shall have the authority to execute and negotiate documents, make approvals, issue interpretations and enter into amendments of this Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendments may include extensions of time to perform as specified in the Schedule of Performance. All other material and/or substantive approvals and interpretations, and any waivers or amendments, shall require the consideration, action and written consent of the Agency Board.
606. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. This Agreement is executed in three (3) originals, each of which is deemed to be an originaL
607. Integration. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. This Agreement includes Attachment Nos. 1 through 11, which are incorporated herein.
608. Real Estate Brokerage Commission. Each of the Agency, BART and the Developer represents to the other Parties that it has not engaged the services of any fmder or broker and that it is not liable for any real estate commissions, broker's fees, or finder's fees which may 51 DOC SOC\ 7 52754v 14\22782.00 19
74 accrue by means of the acquisition of all or part of the Site, and agrees to hold harmless the other Parties from such commissions or fees as are alleged to be due from the Party making such representations.
609. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms.

Reference to section numbers is to sections in this Agreement, unless expressly stated otherwise. 610. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by all Parties. 611. No Waiver. A waiver by any Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Parties shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
612. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of all of the Parties.
613. Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 614. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded.

The tenn "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.
615. Legal Advice. Each Party represents and warrants to the other Parties the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Parties, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 616. Time of Essence. Time is expressly made of the essence with respect to the perfonnance by the Parties of each and every obligation and condition of this Agreement. 617. Cooperation. Each Party agrees to cooperate with the other Parties in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
52 DOCSOC\7527 54v l4'22782.00 l9
75 618. Conflicts oflnterest. No member, official or employee of the Agency or BART shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.
619. Time for Acceptance of Agreement by Agency and BART. This Agreement, when executed by the Developer and delivered to the Agency and BART, must be authorized, executed and delivered by the Agency and BART on or before thirty (30) days after signing and delivery of this Agreement by the Developer or this Agreement shall be void, except to the extent that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement.
620. Good Faith Deposit. The Developer has deposited Twenty-Five Thousand Dollars ($25,000) with the Agency pursuant to the Negotiating Agreement (the "Good Faith Deposit"). The Good Faith Deposit shall be retained by the Agency as partial security for the performance of those obligations of the Developer to be performed hereunder. The Agency and BART shall be under no obligation to pay or earn interest on the Good Faith Deposit, but if interest does accrue or be payable thereon, such interest when received shall be accumulated and added and held as part of the Good Faith Deposit. The Good Faith Deposit, together with any interest earned thereon, shall be used for the costs of environmental review pursuant to Section 208.2 hereof, and any amount remaining after the Closing of all portions of the Site to be conveyed hereunder shall be retained by the Agency and BART. Agency and BART shall also be entitled to retain the remaining amount of the Good Faith Deposit in the event of the termination of this Agreement. 621. Additional Deposit. Within thirty (30) days after the parties' mutual agreement upon the amount of the Phase Two Development Loan, Developer shall deposit an additional Two Hundred Fifty Thousand Dollars ($250,000) into the Escrow for the Conveyance of the Phase Two Residential/Retail Property (the "Additional Deposit"). The Additional Deposit shall be refunded to the Developer upon the Conveyance of the Phase Two ResidentiaVRetail Property to the Developer.

In the event of termination of this Agreement with respect to the Phase Two Residential/Retail Property, the Additional Deposit shall be refunded to the Developer; except that in the event of termination by the Agency or BART in accordance with Sections 504 or 505 hereof as a result of the uncured Default of the Developer, the Additional Deposit, together with any interest earned thereon, shall be retained by the Agency as liquidated damages therefor.

LIQUIDATED DAMAGES: THE DEVELOPER AND THE AGENCY, BY THIS

AGREEMENT, MUTUALLY AGREE THAT IN THE EVENT OF AGENCY OR BART

TERMINATION OF THIS AGREEMENT WITH RESPECT TO THE PHASE TWO RESIDENTIAL/RETAIL PROPERTY UNDER SECTIONS 504 OR 505 HEREOF DUE TO

THE DEVELOPER'S UNCURED DEFAULT OF THIS AGREEMENT, THE AGENCY SHALL BE ENTITLED TO THE SUM OF $250,000 AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY OF THE AGENCY HEREUNDER. IN THE EVENT OF

TERMINATION OF THIS AGREEMENT WITH RESPECT TO THE PHASE TWO

RESIDENTIAL/RETAIL PROPERTY DUE TO THE DEVELOPER'S UNCURED 53 DOC SOC\ 752754v 14122 782.0019
76 DEFAULT OF THIS AGREEMENT, THE AGENCY (AND ONLY THE AGENCY) WOULD SUSTAIN DAMAGES BY REASON THEREOF WHICH WOULD BE UNCERTAIN. SUCH

DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR

FRUSTRATION OF TAX REVENUES THEREFROM TO THE CITY AND THE AGENCY,

THE DELAY OR FAILURE OF THE AGENCY TO FURTHER THE IMPLEMENTATION

OF THE REDEVELOPMENT PLAN, AND A LOSS OF OPPORTUNITY TO ENGAGE IN

OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE AGENCY. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE

AMOUNT OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF THE

OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE AMOUNT OF $250,000,

AND SUCH AMOUNT SHALL BE DUE TO THE AGENCY UPON TERMINATION AS

THE TOTAL OF ALL LIQIDDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY.

THE DEVELOPER AND THE AGENCY SPECIFICALLY ACKNOWLEDGE TIDS LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES BELOW:

Agency

THE PARTIES AGREE AND ACKNOWLEDGE THAT BART IS NOT SUBJECT TO THE

FOREGOING LIQUIDATED DAMAGES PROVISIONS, AND THE FOREGOING SHALL

NOT LIMIT OR RESTRICT BART'S REMEDIES IN THE EVENT OF A DEFAULT BY D VELOPER OR THE AGENCY HEREUNDER:

Agency BART
54 DOC SOC\ 752754v !2122782.00 !9
77 DEFAULT OF THIS AGREEMENT, THE AGENCY (AND ONLY THE AGENCY) WOULD SUSTAIN DAMAGES BY REASON THEREOF WHICH WOULD BE UNCERTAIN. SUCH

DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR

FRUSTRATION OFT AX REVENUES THEREFROM TO THE CITY AND THE AGENCY,

THE DELAY OR FAILURE OF THE AGENCY TO FURTHER THE IMPLEMENTATION

OF THE REDEVELOPMENT PLAN, AND A LOSS OF OPPORTUNITY TO ENGAGE IN

OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE AGENCY. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE

AMOUNT OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF THE

OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE AMOUNT OF $250,000,

AND SUCH AMOUNT SHALL BE DUE TO THE AGENCY UPON TERMINATION AS

THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT ASAPENALTY.

THE DEVELOPER AND THE AGENCY SPECIFICALLY ACKNOWLEDGE TIDS LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES BELOW:

Developer

THE PARTIES AGREE AND ACKNOWLEDGE THAT BART IS NOT SUBJECT TO THE

FOREGOING LIQUIDATED DAMAGES PROVISIONS, AND THE FOREGOING SHALL

NOT LIMIT OR RESTRICT BART'S REMEDIES IN THE EVENT OF A DEFAULT BY DEVELOPER OR THE AGENCY HEREUNDER:

Developer
54 DOC SOC\ 752754v 12\22782.0019
78 IN WITNESS WHEREOF, the Agency, BART and the Developer have executed this Disposition and Development Agreement as of the date set forth above.

REVIEWED BY:

DOCSOC\752754vl2\22782.0019
AGENCY:

RICHMOND REDEVELOPMENT AGENCY, a
public body, corporate and politic
By: 'lf~2\~
It's: -~~:.!!,::llk:""".q7"'&:...C..::!!k:!!!;":l!!:•"#"?:.)~::__-- BART:

SAN FRANCISCO BAY AREA RAPID TRANSIT
DISTRICT, a rapid transit district
\ I '/)__ • ' I I ,f/J
By: /}sM. g{u;. ~~
It's: ~ J);lJ!tJ !/ILLDepartment Manager, Real Estate Services 55 79
DOC SOC\ 7527 54v 12\22 782.0019
DEVELOPER:

RICHMOND TRANSIT, LLC, a California limited
liability company
By: Olson Urban Housing, LLC, a California
limited liability company, its Managing
Member
56 By: The Olson Company, a California
corporation, its Managing Member
80 DOCSOC\752754v!4122782.00l9
ATTACHMENT NO; 1

SITE MAP
AttachmentNo. 1-1
81 ATTACHMENT 1
Phase Present Owner
We~ Redevelopment Agency
City of Richmond
BART
East City of Richmond
BART
Richmond Transit Village
Breakdown of How Each Parcel Will Be Subdivided
Date: 211412002
Revised Date: 512812002
Exhibit Parcel SubNo. No. Unit New Owner Proposed Use
A A-1 a The Olson Company Town houses and Park ~ North of Nevin b Cny of Richmond Exis!i[lg City Storm Water Pump Station c City of Richmond Part of Nevin Plaza at Station Entrance A-2 a The Olson Company Townhouses and Park ~ South of Nevin b City of Richmond City Communlty Center
A A-5 a The Olson Comoanv Town houses (B!dg .1Ql_Adjacent to Stalion Entrance b City of Richmond Part of Station Entrance at Nevin Plaza A-6 . City of Richmond Excluded from the Proiecl
A-7 . CHy of Richmond Excluded from the Proiect
A-8 a City of Richmond Nevin Ave. & Plaza
b City of Richmond Part of Station Entrance at Nevin Plaza c The Olson Company 2ft Wide Strip for Townhouses (Bldg 12, 13, 14, 16, 17) B B-4 a The Olson Company Town houses Adjacent to Nevin Plaza b CHy of Richmond Part of Nevin Plaza (exn from Pari<inQ GaraQe) c BART Parkino Garaqe
B-5 . CHy of Richmond Re-establish 15th Street
8-8 a CHy of Richmond Part of Nevin Ptaza & Sta!lon Entrance b BART AC Transit Bus Tuf11-.around
B-9 a Cny of Richmond Part of Nevin Plaza (exn from Parking Garage) b BART Entrance to Parking Garage & AC Transit Bus Turnaround A A-3 a The Olson Company Townhouses (Bidgs 22. 23, 24, 25, 26,27, 28) and Small Pari< ·
b City of Richmond Part of Nevin Ave. Turnaround/East side Station c CHy of Richmoncl Dedicated to 19th Street
A-4 a The Olson Company T ownhousesjBidg_21l
b City of Richmond Part of Nevin Ave. Turnaround/East side-Station A-9 a CHy of Richmond T a remaln part of Nevin Ave.
b City of Richmond Part of Nevin Ave. Turnaround/East side Station c The Olson Company 2ft wide Strip for Townhouses (Bidgs 23, 24, 27, 28, 31,

32. 33, 34)
c C-1 . The Olson Company: End of Building 25 & Landscaping SlriQ_ 8 8-1 a The Olson Company Townhouses (Bidgs 29, 33, 34, 35) and small oarl< b Cny of Richmond Part of Nevin Ave. Turnaround/East side Station B-2 . The Olson Company Town houses {BidQs 30, 31, 32)
B-3 1-a The Olson Company Townhouses (Bidgs 36, 37, 40, 41, 42, 43) & 2 Small jparks
1-b City of Richmond Part of Nevin Ave. Turnaround/East side Station 2-a The Olson Company Townhouses~ldg39)
2-b BART Paved Area Adiacent to Existing BART Substation 8-8 a BART Paved Area Adjacent to Existing_ BART Substation b The Olson Company Town houses Adjacent to BART ROW
c cnv of Richmond Part of Nevin Ave. Turnaround/East side Station B-7 a The Olson Company Part of small park, Exlend 18th Street to Nevin b City of Richmond Part of Nevin Ave. Turnaround/East side Station D 0-1 a The Olson Company Landscaping Strip w/ Soundwallthat will Separate BART from Townhouses (North of Nevin) ReseNing lherelrom
an easement for drainage and utilities and subject to a maintenance agreement
b Cny of Richmond Part of BART Station Entrance on East Side Reserving therefrom an easement for drainage and utilities and
subject to a maintenance agreement
c The Olson Company Landscaping Strip w/ Soundwalllhal will Separate BART from Townhouses {South of Nevin) Reserving therefrom
an easement for drainage and ulililies and subject to a maintenance agreement
Exhibtl A- Richmond and Redevelopment Agency Owned Parcels (Attachment No. 2 -Order No. 461805-C) Exhibit 8- SF BART Owned Parcels (Attachment No.2- Order No. 461804-C, Parcels One through Nine) Exhibit C -Additional Richmond Owned Parcel {Corner of 19th and Mac Donald) Exhibtt D- Additional SF BART Owned Parcel (Attachment No.2- Order No. 461804-C. Parcel Ten) (East Side adiacenllo Portola Ave.) 82 83
Creer No. 461804 . C
EXHIBIT "ONE"
PARCEL ONE:

Lots 1 7 through 21, inclusive and 34 through 40, inclusive, Block 107, map of Amended Map of the City of Richmond, filed march 31, 1905, Map Book D, page 74, Contra Costa County Records.

PARCEL TWO:

Portions of Lots 29, 30, 31, 32, 33, 41 and 42, Block 107, Amended Map of the City of Richmond, filed March 31, 1905, Map Book 0, page 74, Contra Costa County Records, being more particularly described as follows:

Beginning at the northwest corner of said Lot 29; thence easterly along the northern line of said Lot 29, 92.5 feet to a point on a line parallel with the eastern line of said Block 107 at a perpendicular distance of 20.00 feet, said eastern line also being the western line of Nineteenth Street, as shown on said map; thence southerly along said parallel line 231.5 feet to a point on the southern line of said Lot 42; thence westerly along the said southern line of Lot 42 and the southern line of said Lot 41, 30.00 feet to the southwest corner ofLot41; thence northerly along the western line of said Lot 41, 106.5 feet to the northwest corner of Lot 41, said point being on the southern line of said Lot 33; thence westerly along said soUthern line of Lot 33, 62.5 feet to the southwest corner of Lot 33; thence northerly along the western lines of said Lots 33, 32, 31, 30 and 29, 125.0 feet to the point of beginning.

PARCEL THREE:

Block 105 and 106, Amended Map of the City of Richmond, filed March 31, 1905 Map Book D, page 74, Contra Costa County Records.

EXCEPTING THEREFROM: That portion thereof conveyed in the deed to City of Richmond, recorded AprilS, 1970, Book 6103 Official Records, page 173.

PARCEL FOUR:

Block 69, Amended Map of the City of Richmond, filed March 31, 1905, Map Book 0, page 74, Contra Costa County Records.

PARCEL FIVE:

That certain real property in the City of Richmond, Contra Costa County, as shown on the Amended Map of the City of Richmond, filed March 31, 1905, Map Book 0, page 74, Contra Costa County Records, more particularly described as follows:

Beginning at the southeast corner of Lot 15, Block 64, as shown on said map, said corner also being on the west line of 15th Street and on the north line of MacDonald Avenue: thence north, 340.9 feet along said west line to the northeast corner of Lot 9, Block 64, said corner also being on the south line of Nevin Avenue; thence east, 50 feet along said south line to the northwest corner of Lot 1, Block 69, said corner also being on the east line of 15th Street; thence south 340.9 feet along said east line to the southwest corner of Lot 23, Block 69, said corner also being on the north line of MacDonald Avenue: thence west 50 feet along said north line to the point of beginning.

PARCEL SIX:

That certain reai property in the City of Richmond, Contra Costa County, as shown on the fl.mended Map of the City of Richmond, filed March 31. 1905, Map Book 0, page 74. Contra Costa County Records .. being more particularly described as follows:

Beginning at the most southern corner of Block 105, as shown on said map: thence north 1·· 31' 33" 84 Order No ~61804 - C
east, 182.79 feet along the east line of said Block 105 to a point on the south line of Parcel three described in the deed to the City of Richmond, recorded April 9, 1970, Book 6103 Official Records, page 173; thence north 81" 36' 29" east, 60.91 feet along the south line of said City Parcel (6103 OR 173) to the west line of Block 106, as shown on said map; thence south 1" 31' 33" west, 267.81 feet along said west line to the northeast line of Portola Avenue, as shown on said map: thence south 33' 27 51" east, 280.90 feet along said northeast line to the north line of Nevin Avenue, as shown on said map; thence south 88" 53' 45" east. 64.00 feet along said north line of Nevin Avenue to the east line of 18th Street, as shown on said map; thence south 1" 30' 43" west. 30.00 feet along the extension of said west line of 18th Street to the center line of said nevin Avenue: thence north 88 o 53' 45" west,

86.80 feet along said center line of Nevin Avenue to a point on the southwest line of said Portola Avenue, said southwest line being a curve concave to the northeast, having a radius of 9398.34 feet, the center of the circle of said curve bears north 53" 45' 51" east from said point: thence northwesterly 605.50 feet along said 9398.34 foot radius curve, through a central angle of 3" 41' 29" to the southwest corner of said city parcel (61 03 OR 173); thence north 81 o 36' 29" east. 39.85 feet along said south line of said City Parcel to the west line of said Block 1 05; thence south 34" 24' 02" east, 200.35 feet along the west line of said Block 105 to the point of beginning.

PARCEL SEVEN:

That certain real property in the City of Richmond, County of Contra Costa, as shown on the Amended Map of the City of Richmond, filed March 31, 1905, Map Book D, page 74, Contra Costa County Records, more particularly described as follows:

Beginning at the southeast corner of Block 106, as shown on said map: thence north 1 o 30' 43" east, 231.87 feet along the east line of said Block 1 06; thence south 88 o 54' 22" east, 60.00 feet to the west line of Block 107, as shown on said map; thence south 1" 30' 43" west, 231.45 feet along said west line to the southwest corner of said Block 1 07; thence north 88" 53' 45" west, 60.00 feet to the point of beginning.

PARCEL EIGHT:

All that real property in the City of Richmond, County of Contra Costa, State of California, being that certain parcel of land shown as "S.P. Depot" on the Amended Map of the City of Richmond, filed March 31, 1905, in Book D of Maps, page 7 4, in the office of the County Recorder of said County, and described as follows:

Beginning at a point where the northerly line of Macdonald Avenue, as surveyed by T.W. Morgan, C.E.

February, 1902, and shown .on a map on file with the Recorder of Contra Costa County, Slate of California, said Map being known as a Map of the City of Richmond, intersects the westerly right of way line of the Northern Railway opposite and at right angles to Engineer's Station 3558+63.2; thence westerly 382 feet to a point; thence northerly 501 feet parallel to and 10 feet easterly of the easterly line of 16th Street as shown on last aforesaid Map, to the westerly line of the right of way of said Northern Railway, opposite and at right angles to Engineer's Station 3552+36.5: thence along said right of way line 630 feet to point of beginning, being all of the 2.20 acre parcel of land described secondly in Deed to Southern Pacific Railroad Company recorded July 23, 1902, in Volume 94 of Deeds, page 272, Records of said County.

EXCEPTING THEREFROM:

1. That certain strip of land 4 feet wide, conveyed to the City of Richmond by Deed recorded June 22, 1910, in Book 153 of Deeds, page 592, Official Records.

2. All that portion conveyed to the City of Richmond by Grant Deed recorded A.;->ril21. 1970. Book 6111. Page 414, Official Records.

3. All that portion conveyed to the City of Richmond by Deed recorded April 8, 1971, Book 6355. Page 412. Official Records.

4. That portion of s3id land lying below a depth of 500 feet measured verf1c3Jiy from the contour of the 85 Order No. 461804 - C
surface thereofwitllout the right of access to said reserved area from the surface of the property hereby conveyed, as excepted in tlle Grant Deed from Southern Pacific Transportation Company, a Delaware corporation, successor by merger to Southern Pacific Company, recorded September 3, 1970, Book 6207, Page 217, Official Records.

PARCEL NINE:

Beginning at tlle southeast corner of Block 69 as shown on said Map; thence North 1" 06' 58" East, 340.96 feet along the East line of said Block 69 to the northeast corner of said Block; thence South 88" 55' 49" East, 60.00 feet along the eastern extension of the North line of said Bleck 69, to the West line cftlle S.P. Depot as shewn en said Map; thence South 1" 06' 58" West. 330.93 feet along said West line to the northwest corner of Parcel No. 1065-A described in the Deed from Southern Pacific Transportation Company to the City of Richmond, filed April 21, 1970 in Book 6111 of Official Records at Page 415 in the Office of said Recorder; thence South 81" 34' 48" West 60.84 feet to the point of beginning.

PARCEL TEN:

Portion of the Rancho San Pablo, filed March 1, 1894, Map Rack No. 2, Contra Costa County Records, also being shown as "S.P.R.R. Co." on the Amended Map of the City of Richmond, filed March 31,1905, Map Book D, page 74, Contra Costa County Records, described as follows:

Beginning at a point on the westerly extension of the north line of a parcel of land described in the deed to the City of Richmond, recorded December 9, 1909, Book 151 of Deeds, page 85, at its intersection with the southwestern line of Portola Avenue as shown on said Amended Map of the City of Richmond; thence southeasterly on said southwestern line of said Portola Avenue along a curve to the left having a radius of 9,398.34 feet, through a central angle of 00" 05' 14", an arc distance of

14.33 feet; thence leaving said southwestern line of said Portola Avenue, north 89" 00' 53" west, a distance of 31.79 feet; thence north 35" 1 3' 15" west, a distance of 358.02 feet; thence north 86' 36' 27" west, a distance of 16.34 feet to the face of the existing wall; thence along said wall north 35" 01' 30" west. a distance of 82.91 feet; thence leaving said wall south 86" 36' 27" east, a distance of 17.54 feet; thence north 35" 01' 08" west, a distance of 466.12 feet; thence north 56" 43' 36" east, a distance of 8. 70 feet to the point on a non-tangent curve to the left, of which the radius point lies north 56" 43' 36" east, a radial distance of 9,398.34 feet; thence southeasterly along the arc, through a central angle of 05" 33' 12", a distance of 910.93 feet to the point of beginning.

Assessors Parcel No
514-151-005;514-140-012thru018;514-140-027;540-072-017;540-062-006&007&01 0 86 Order No. 461805 - C
EXHIBIT "ONE"
PARCEL ONE:

Block 68, a portion of Block 63. a portion of 15th Street, 16th Street and an unnamed Street. as shown on the Amended Map of the City of Richmond. filed March 31, 1905, Map Book D. Page 74, Contra Costa County Records, described as follows:

Beginning at the southwestern corner of said Block 63; thence from said Point of Beginning north 1" 05' 58"· east, along the western line of said Block 63, 384.93 feet to the southerly corner of Parcel Three described in the deed to the City of Richmond, recorded May 6, 1970, Book 6122 Official Records, Page 368; thence north 6" 48' 34" east. along an eastern line of said City of Richmond Parcel Three, 88.48 feet; thence south 88" 55' 01" east, along the southern line thereof 216.20 feet to an angle point therein; thence south 84" 12' 09" east, along the north line of the parcel of land described in Exhibit A of the Order of Street Vacation No. 778, recorded April?, 1977, Book 8274 Official Records, Page 929, and the direct westerly extension thereof 85.09 feet to a point on the southwesterly line of the Southern Pacific Railroad Company, right of way as shown on the aforesaid Amended Map of the City of Richmond; thence southeasterly along said southwesterly line being along the arc of a cuNe to the left with a radius of 9,610.33 feet, an arc length of 445.52 feet to the northern corner of the parcel of land designated Southern Pacific Depot on said Map (D M 7 4); thence south 1" 06' 58" west, along the western line of said Southern Pacific Depot 97.41 feet to the direct easterly extension of the northern line of Nevin Avenue as shown on said Map (D M 74); thence along said northern line and the direct easterly extension thereof, as follows: north 88" 55' 49" west, 334.94 feet and north 88" 52' 00" west, 225.00 feet to the Point of Beginning.

PARCEL TWO:

Block 64, as shown on the Amended Map of the City of Richmond, filed March 31, 1905, Map Book D. Page 74, Contra Costa County Records.

EXCEPTING THEREFROM: Any fee interest in and to Nevin Avenue, 15th Street and MacDonald Avenue, as shown on said Map (D M 74).

PARCEL THREE:

Lots 1 through 22, inclusive, Block 100, Amended Map of the City of Richmond filed March 31, 1905, Map Book D, Page 74, Contra Costa County Records. ,
EXCEPTING THEREFROM: Those portions of Lots 20 and 21 described in the deed to the City of Richmond, recorded December 9, 1909, Book 151 of Deeds, Page 85, and excepting that portion of Lot 22, described in the deed to the City of Richmond, recorded December 9, 1909, Book 151 of Deeds. Page 81 , Contra Costa County Records.

PARCEL FOUR:

That certain real property in the City of Richmond, Contra Costa County Records, being a portion of Portola Avenue as shown on the Amended Map of the City of Richmond, filed March 31, 1905, Map Book D. Page 7 4, Contra Costa County Records, being more particularly described as follows:

Beginning on the northeastern line of said Portola Avenue at the northwestern corner of the parcel of land described in the deed to the City of Richmond, recorded December 9, 1909, Book 151 of Deeds,

Page 85 ends

thence northwesterly along said northeastern line of Portola Avenue to a point being the northwestern corner of Lot 1. Block 100 of said Map; thence westerly along the western extension of the north line of said Lot 1 to a point on the southwestern line of said Portola Avenue: thence southeasterly along said southwestern line of Portola Avenue to the intersection with the westerly extension of the north line of said City of Richmond parcel (151 Deeds 85): thence easterly along said westerly extension to 87 Order No 461805 - C
the Point of Beginning.

PARCEL FIVE:

Portion of that certain parcel of land shown as "S.P. Depot" on said Amended Map of the City of Richmond.

Beginning at the most northerly corner of that certain parcel of land described in the Deed to San Francisco Bay Area Rapid Transit District, filed September 3, 1970, Book 6207, at Page 217, Official Records of Contra Costa County: thence along the westerly line of said Parcel South 1 " 06' 58" west, 157.42 feet to the easterly prolongation of the northerly line of Block 69 as shown on said Amended Map of the City of Richmond; thence along said easterly prolongation south 88" 55' 49" east. 114.68 feet to a point in the northeasterly line of said BART Parcel, said northeasterly line being a curve concave northeasterly having a radius of 9,610.33 feet, a radial line to said curve at said point bears south 54" 26' 45" west; thence northwesterly along said curve through an angle of 1" 09' 39", a distance of 194.71 feet to the Point of Beginning.

PARCEL SIX:

Portion Lots 20, 21 and 22. Block 100, Amended Map of the City of Richmond filed March 31, 1905, Map Book D. page 74, Contra Costa County Records, also including that certain real property in the City of Richmond, Contra Costa County, being a portion of Portola Avenue as shown on the said Amended Map of the City of Richmond, also a portion of Lot 54, as shown on the "Map of the San Pablo Rancho accompanying and forming a part of the Final Report of the Referees in Partition", filed March 1, 1894, Map Rack No.2, in the Office of the County Recorder of Contra Costa County, State of California, also being shown as "S.P .R.R. Co." on the Amended Map of the City of Richmond, City of Richmond, Contra Costa County, State of California, filed in the Office of the Recorder of said County on March 31, 1905, Map Book D, Page 74 and more particularly described as follows:

Beginning at a point on the western extension of the north line of those portions of Lots 20, 21 and 22, Block 100, described in the deed to the City of Richmond, recorded December 9, 1909, Book 151 of Deeds, pages 81 and 85, Contra Costa County records, at its intersection with the southwestern line of said Portola Avenue; thence along said northern line south 89" 00' 55" east, a distance of 83.72 feet; thence south 01 " 32' 01" west, a distance of 30.16 feet to a point on a tangent curve to the right having a radius of 15.00 feet and a central angle of 89" 27' 04"; thence southwesterly along the arc of said curve a distance of 23.42 feet; thence. north 89" 00' 55" west, a distance of 67.10 feet; thence north 34" 09' 35" west. a distance of 41.61 feet; thence south 89" 00' 53" east, a distance of 31.79 feet to a point of a non-tangent curve to the right, of which the radius point lies north 51" 05' 09" east, a radial distance of 9,398.34 feet; thence northwesterly along the arc of said curve through a central angle of 00" 05' 14", a distance of 14.33 feet to the point of beginning.

EXCEPTING FROM THAT PORTION OF PARCEL SIX LYING WITHIN THE AREA DESCRIBED IN THE DEED TO CITY OF RICHMOND RECORDED APRIL 21, 1970, BOOK 6111 OFFICIAL RECORDS, PAGE 414:
"the title and exclusive right to all of the minerals and mineral ores of every kind and character now known to exist or hereafter discovered upon, within or underlying said land or that may be produced therefrom, including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, together with the exclusive and perpetual right of ingress and egress beneath the surface of said land to explore for, extract, mine and remove the same, and to make such use of the said land beneath the surface as is necessary or useful in connection therewith, which use may include lateral or slant drilling, boring, digging or sinking of wells. shafts or tunnels; provided, however. that said Grantor, its successors and assigns. shall not use the surface of said land in the exerc1se of any of said rights, and shall not disturb the surface of said land or any improvements thereon", as reserved 1n the Deed from Southern Pacific Transoortation Company, recorded April21. 1970 in Book 6111. Page 414. of Official Records.

PARCEL SEVEN
88 Order No 461805- C
All those portions of Nevin Avenue, as said Avenue now exists, bounded on the west by the eastern line of Marina Way, formerly 14th Street, and on the east by the western boundary line of that certain parcel of land designated as "S.P. Depot" on the "Amended Map of the City of Richmond", filed March 31, 1905 in Book D of Maps, Page 74, in the Office of the County Recorder of Contra Costa County.

PARCEL EIGHT:

All those portions of Nevin Avenue, as said Avenue now exists, bounded on the east by a line drawn parallel to, extended southerly, and distant at right angles easterly 5 feet from the eastern boundary line of Lot 41 in Block 107, as shown on the "Amended Map of The City of Richmond", filed March 31, 1905 in Book D of Maps. Page 7 4, in the Office of the County Recorder of Contra Costa County, and bounded on the west by westerly extension of Nevin Avenue to the westerly boundary line of Portola Avenue, as shown on said Map.

EXCEPTING FROM PARCEL EIGHT:

All that portion thereof lying northerly of the center line of Nevin Avenue and westerly of the southerly extension of the easterly boundary line of Lot 37 in Block 106, as showh on said Map.

Assessor's Parcel No:
540-050-007 through 540-050-015,540-050-019 through 028,031 through 034; 540-061-006; 540-062-008; 540-071-001 through 540-071-008,011 through 016; and 514-050-010 89 ATTACHMENT NO.3

RECORDING REQUESTED BY, )

MAIL TAX STATEMENTS TO )
AND WHEN RECORDED MAIL TO: )
)
Richmond Transit, LLC )
3020 Old Ranch Parkway, Suite 400 )
Seal Beach, California 90740-2750 )
Attn: President )
)
This document is exempt from payment of a recording fee pursuant to Government Code Section 27383.

Documentary Transfer Tax: $ ___ -:----
Based on full value of property conveyed

GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, The RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), acting to carry out the Redevelopment Plan ("Redevelopment Plan") for the Downtown l 0-A Redevelopment Project (the "Project"), under the Community Redevelopment Law of California, as of , 200_, hereby grants to RICHMOND TRANSIT,LLC, a California limited liability company ("Developer"), the real property hereinafter referred to as the "Site," described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there. l. Conveyance in Accordance With Redevelopment Plan, Disposition and Development Agreement. The Site is conveyed in accordance with and subject to the Redevelopment Plan for the Project, and a Disposition and Development Agreement entered into between Agency, Developer and the San Francisco Bay Area Rapid Transit District ("BART') dated --::-::----:--' 2002 (the "DDA"), a copy of which is on file with the Agency at its offices as a public record and which is incorporated herein by reference. All terms used herein shall have the same meaning as those used in the DDA.

2. Permitted Uses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that upon the date of this Grant Deed and during construction through completion of development and thereafter, the Developer shall devote the Site to the uses specified in the Redevelopment Plan and this Grant Deed for the periods of time specified therein. All uses conducted on the Site, including, without limitation, all activities undertaken by the Developer pursuant to the DDA, shall conform to the DDA, the Redevelopment Plan, the City Center Specific Plan, the City General Plan, and all applicable provisions of the City Municipal Code. The foregoing covenants shall run with the land.

3. Restrictions on Transfer. The Developer further agrees as follows:

Attachment No. 3-1
DOCSOC\7527 54v !4\22782.00 !9
90 a. For the period commencing upon the date of this Grant Deed and until the issuance of the Certificate of Completion in accordance with Section 310 of the DDA, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under the DDA or this Grant Deed, nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refmancing or lease of the whole or any part of the Site or the Improvements thereon, without the prior written approval of the Agency and BART or as otherwise permitted pursuant to Section 603 of the DDA.
b. The Developer shall not place or suffer to be placed on the Site any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing of the construction of the Improvements on the Site, and any other expenditures necessary and appropriate to develop the Site pursuant to the DDA, as provided in Section 311 of the DDA All of the terms, covenants and conditions of this Grant Deed shall be binding upon the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used in this Grant Deed, such term shall include any other successors and assigns as herein provided.

4. Nondiscrimination. The Developer 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, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the Developer itself or any person claiming under or through Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.

The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, religion, sex, sexual orientation, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds: 'The grantee herein covenants by and for himself or herself, his or her 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, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, 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, sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, 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, sexual orientation, marital status, national origin, or ancestry in Attachment No. 3-2
DOCSOCI752754vl4\22782.00!9
91 the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, 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, sub lessees, subtenants, or vendees in the premises herein leased."
(c) In contracts: ''There shall be no discrimination against or segregation of, any person, or group of persons on account ofrace, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, 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, sub lessees or vendees of the premises."

5. Agency Right of Reentry. The Agency has the right, at its election, to reenter and take possession of the Site, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer if after the Closing and prior to the issuance of the Certificate of Completion, the Developer (or its successors in interest) shall:
(a) fail to start the construction of the Improvements as required by the DDA for a period of ninety (90) days after written notice thereof from the Agency; or (b) abandon or substantially suspend construction of the Improvements required by the DDA for a period of ninety (90) days after written notice thereof from the Agency; or (c) contrary to the provisions of Section 603 of the DDA transfer or suffer any involuntary Transfer in violation of the DDA, and such Transfer has not been approved by the Agency and BART or rescinded within thirty (30) days of notice thereof from Agency and/or BART to Developer.

Such right to reenter, tenninate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit:

1. Any mortgage or deed of trust pennitted by the DDA; or

2. Any rights or interests provided in the DDA for the protection of the holders of such mortgages or deeds of trust.

Notwithstanding the above, however, the Agency shall have no right to retake possession of portions of the Site sold to individual homebuyers in the ordinary course of business.

Upon the revesting in the Agency oftitle to the Site as provided in this Section 5, the Agency shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell the Site as soon and in such manner as the Agency shall fmd feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists or may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the Improvements, or such improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site which is pennitted by this Agreement, shall be applied:

AttacbrnentNo. 3-3
DOCSOCI752754v 14\22 782.00 19
92 i. First, to reimburse the Agency, on its own behalf or on behalf of the City, all costs and expenses incurred by the Agency, specifically including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); City and Agency staff costs related thereto, all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event that Site is exempt from taxation or assessment of such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time or revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency, and in the event additional proceeds are thereafter available, then ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Site and for the improvements existing on the Site at the time of the reentry and possession, less (b) any gains or income withdrawn or made by the Developer from the Site or the improvements thereon.

Any balance remaining after such reimbursements shall be retained by the Agency as its property. The rights established in this Section 5 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Agency will have conveyed the Site to the Developer for redevelopment purposes, particularly for development of single-family houses, and not for speculation in undeveloped land.

6. Violations Do Not Impair Liens. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the DDA; provided, however, that any subsequent owner of the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.

7. Covenants Run With Land. All covenants contained in this Grant Deed shall be covenants running with the land. All of Developer's obligations hereunder except as provided hereunder shall terminate and shall become null and void upon the expiration of the Redevelopment Plan. Every covenant contained in this Grant Deed against discrimination contained in paragraph 4 of this Grant Deed shall remain in effect in perpetuity.

8. Covenants For Benefit of Agency. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. The Agency, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach.

Attachment No. 3-4
DOC SOC\ 7527 54v 14122 782.00 19
93 9. Revisions to Grant Deed. Both Agency, its successors and assigns, and Developer and the successors and assigns of Developer in and to all or any part of the fee title to the Site shall have the right with the mutual consent of the Agency to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, or restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Site.

However, Developer and Agency are obligated to give written notice to and obtain the consent of any first mortgagee prior to consent or agreement between the parties concerning such changes to this Grant Deed. The covenants contained in this Grant Deed, without regard to technical classification, shall not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. No amendment to the Redevelopment Plan shall require the consent of the Developer.

ATTEST:

Secretary of the Agency
APPROVED AS TO FORM:

Agency Counsel
DOC SOC\ 752754v 14\22782.0019
AGENCY:

RICHMOND REDEVELOPMENT AGENCY, a
pub lie body, corporate and politic
By: _____________ _
Attachment No. 3-5
94 oocsoa 752754v 14122782.0019
DEVELOPER:

RICHMOND TRANSIT, LLC, a California limited
liability company
By: Olson Urban Housing, LLC, a California
limited liability company, its Managing
Member
By: The Olson Company, a California
corporation, its Managing Member
Attachment No. 3-6
By: __ ~------~~ Mark Buckland, President
By: ________ _
Stephen E. Olson, Chairman
95 EXHIBIT "A"

LEGAL DESCRIPTION OF SITE
[TO BE INSERTED]
DOCSOC\752754vl4122782.0019
96 STATE OF CALIFORNIA )
) ss.

COUNTY OF CONTRA COST A )
On , before me, ---.....,..=======..---'Notary Public, ----------------------- (Pnnt Name of Notary Pubhc} personally appeared
personally known to me
-or~
D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment ofthis form.

CAPACITY CLAIMED BY SIGNER
0 Individual
0 Corporate Officer
Title(s)
0 Partner(s)
0 Attorney-In-Fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:

Signer is representing:

Name OfPerson(s) Or Entity(ies)
DOCSOC\752754vl4\22782.0019
0 Limited
0 General

DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
97 ATTACHMENT NO.4
(Intentionally Deleted)
Attachment No. 4-1
DOCSOC\752754vl4\22782.0019
98 ATTACHMENT NO. 5

SCHEDULE OF PERFORMANCE
ACTION
Design Development I Value Engineering
Submission for Site Plan Review
Site Plan Approval (ORB)
Notice of Determination of Condition of Title
West & East Side Sites Phase I & Phase II
Submission of Tentative Subdivision Map
Opening of Escrow for Phase I
Notice of Determination of Physical Condition
of Phase I & Phase II Property
Submission of grading Plan I Street
Improvements I Sewer I Water, and Final Map
Submission of construction drawings for
Townhouse and Redevelopment.

Submission of circulation elements for Phase I
and Phase II.

Submission of drawings for Parking Structure to
BART
Submission oflandscape plans to Agency and
BART.

Submission of Financing Plan for Phase I
Approval of Deposit of Purchase Price For
Phase I
Deposit of Grant Deed
Close of Escrow Phase I Site
Submission ofinsurance Certs. Westside
Construction
Land Use Approvals

START DATE
6115100
l/10101
45 Days after approval ofDDA
Prior to site plan approval
Within 10 days after approval DDA
30 Days after opening escrow
70 Days after Final Map approval.
90 Days after Final Map approval.
90 Days after publication of Parking Structure
RFP.
60 Days after publication of Parking Structure
RFP.
90 Days after Final Map approval
30 Days prior to the close of escrow
7 Days prior to the close of escrow
30 Days prior to the close of escrow
No later than 12131102
Prior to Subdivision Agreement Approval
At approval of Subdivision agreement and Final
Map for the Phase I and Phase II sites.

Attachment No. 5-1
DOC SOC\ 752754v 14122 782.0019
99 ACTION
Commence Construction of Developer
Improvements Phase I
Commence Construction of Temporary Bart
Parking Lot.

Developer makes Deposit for Phase II site.

Construct Agency Phase I Improvements
Open Escrow Phase II site
Submission of Financing Plan Phase II site.

Completion of Developer Improvements
Phase L
Issuance of Cert. of Completion Phase I site
Completion of Agency Improvements Phase
I Site
Close escrow Phase II site
Submission of Insurance Certs. For Phase
II Site. '
Commence Construction of Developer
Improvements Phase II.

Commencement of Temp. Agency
Improvements on Phase II Site.

Commence construction of Agency
Improvements Phase II Site
Completion of Developer Improvements
Phase II Site
Issuance of Cert. of Completion Phase II Site
Completion of Agency Improvements for the
Eastside Site

START DATE
Within 30 days of issuance of building permits
Prior to the demolition of the West Side Bart
parking lot.

Within 10 days following the closing of escrow
on the 66th Westside unit
At or prior to Final Map approval
Concurrent with deposit of the Phase II East side
deposit
30 Days prior to the close of escrow for Phase II
site.
3 Years after the commencement of construction
of Phase I improvements
Within 30 Days after the sale of the Phase I unit
Prior to commencement of Developer
improvements for Phase II
No later than 12/31/05
Prior to approval of the Final Map and
Improvement plans for the Phase II site.

After the completion of agency improvements on
the Phase I site
30 Days prior to commencement of
improvements on the Phase I
Within 30 days of issuance of building permits
3 Years after the commencement of construction
of the Eastside improvements
Within 30 days after the sale of the Last Phase II
unit.
l year after commencement of construction.

Attachment No. 5-2
OOCSOCI752754v 14\22782.00 19
100
ATTACHMENT NO.6

SCOPE OF DEVELOPMENT
The Richmond Transit Village is a multi-phased project, which involves the development of a mixed-use pedestrian oriented village on a 16-acre site in the heart of historic downtown Richmond. The development components include 231 for-sale townhouses (three different product types), six small parks, a 30,000 square foot cultural arts/community center, approximately 20,000 square feet of retail uses, and a 3,500 square foot lntermodal transit station with an adjacent public plaza. As part of the project, the existing BART parking is to be reconfigured into a parking garage to hold, at a minimum, 680 parking spaces and approximately +/-9,000 square. feet of retail on the ground floor fronting Macdonald A venue.

Site Development Plan To Be Inserted
Attachment No. 6-1
DOC SOC\ 752754v 14\22782.0019
101
102
ATTACHMENT NO.7

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)

RICHMOND TRANSIT, LLC )
)
)
Attn: )
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION (the "Release") is made by the RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), in favor of RICHMOND TRANSIT, LLC, a California limited liability company (the "Developer"), as of ------' 200_.

RECITALS
A. The Agency, the Developer and the San Francisco Bay Area Rapid Transit District have entered into that certain Disposition and Development Agreement (the "DDA'') dated --,----:--,:' 2002, concerning the redevelopment of certain real property situated in the City of Richmond, California as more fully described in Exhibit "A" attached hereto and made a part hereof.

B. As referenced in Section 310 of the DDA, the Agency is required to furnish the Developer or its successors with a Certificate of Completion upon satisfactory completion of construction of the Improvements (as defmed in Section 100 of the DDA), which Certificate of Completion is required to be in such form as to permit it to be recorded in the Recorder's office of Contra Costa County. This Certificate of Completion is conclusive determination of satisfactory completion of the construction and development required by the DDA.

C. The Agency has conclusively determined that such construction and development has been satisfactorily completed.

NOW, THEREFORE, the Agency hereby certifies as follows:

1. The Improvements to be constructed by the Developer have been fully and satisfactorily completed in conformance with the DDA.

Attachment No. 7-1
DOC SOC\ 7527 54v 14\22782.0019
103
IN WITNESS WHEREOF, the Agency has executed this Certificate of Completion as of the date set forth above.

ATTEST:

Agency Secretary
APPROVED AS TO FORM:

Agency Counsel
DOC SOC\ 752754v 14\22 782.00 19
RICHMOND REDEVELOPMENT AGENCY, a
public body, corporate and politic
By: ____________________________ __
Its: --------------------~--
APPROVED BY DEVELOPER:

RICHMOND TRANSIT, LLC, a California limited
liability company
By: Olson Urban Housing, LLC, a California
limited liability company, its Managing
Member
By: The Olson Company, a California
corporation, its Managing Member
Attachment No. 7-2
By:_-:--:-=--:-:--:-:::---:-:--- Mark Buckland, President By:::---:---::--::::-:----::::-:--- Stephen E. Olson, Chairman 104
DOCSOC\752754vl4\22782.0019
EXIDBIT "A"

SITE DESCRIPTION
[TO BE ATTACHED]
105

STATE OF CALIFORNIA )
) ss.

COUNTY OF CONTRA COSTA )
On , before me, , Notary Public,
(Pimt Name of Notary Pubhc)
personally appeared ,
0 personally known to me
-or0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to tbe within instrument and acknowledged to me tbat he/she/they executed tbe same in hislher/tbeir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED IIY SIGNER DESCRIPTION OF ATTACHED DOCUMENT 0 Individual
0 Corporate Officer
Title(s) Title Or Type Of Document
0 Partner(s) 0 Limited
0 General
0 Attorney-In-Fact
0 Trustee(s) Number Of Pages
0 Guardian/Conservator
0 Other:

Signer is representing: Date Of Document
Name OfPerson(s) Or Entity(ies)
Signer(s) Other Than Named Above
DOCSOC\7527 54v 141227&2.00 19
106

STATE OF CALIFORNIA )
) ss.

COUNTY OF CONTRA COSTA )
On , before me, , Notary Public,
(Pnnt Name of Notary Pub he)
personally appeared
'
0 personally known to me
-or0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument theperson(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT 0 Individual
0 Corporate Officer
Title(s) Title Or Type Of Document
0 Partner(s) 0 Limited
0 General
0 Attorney-In-Fact
0 Trustee(s) Number Of Pages
0 Guardian/Conservator
0 Other:

Signer is representing: Date Of Document
Name OfPerson(s) Or Entity(ies)
Signer(s) Other Than Named Above
DOCSOC\7527 54v 14122782.0019
107
$948,022
____ ,200_
ATTACHMENT NO.8

PROMISSORY NOTE
(Phase One Purchase Price)
Richmond, California
FOR VALUE RECEIVED, OLSON URBAN HOUSING, LLC, a Delaware limited liability company ("Borrower"), promises to pay to the RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 3900 Main Street, Richmond, California 92522, or such other place as the Agency may designate in writing, the sum of Nine Hundred Forty-Eight Thousand Twenty-Two Dollars ($948,022) (the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Disposition and Development Agreement executed by the Agency and Richmond Transit, LLC, a subsidiary of Borrower, dated as of , 2002 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional tenns set forth in this Note. In the event of any inconsistencies between the terms of this Note and the terms of the Agreement or any other document related to the Note Amount, the terms of this Note shall prevail.

2. Interest. The Note Amount shall bear no interest.

3. Repayment of Note Amount. TheN ote Amount shall be paid within six months of the date of the sale of the last of the Residential Units on the Phase One Residential/Retail Property (as defmed in the Agreement). A pro rata portion of the Note Amount, proportionate to the number of Phase One Residential Units in the applicable sub phase, shall be forgiven and shall be deemed paid in full upon issuance of a Certificate of Completion for such sub phase of the Phase One Residential/Retail Improvements. The full amount of the Note Amount shall be forgiven and shall be deemed paid in full upon issuance of a Certificate of Completion for the Phase One Residential/Retail Improvements. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth in Section 12 hereof.

4. Security. This Note is unsecured.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Agency with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.

Attachment No. 8-l
DOC SOC\ 752754v !4\22782.00 !9
108
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.
d. Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, notice of acceleration, notice of costs, expenses or leases or interest thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of interests in or to properties securing of this Note, and the benefit of any exemption under any homestead exemption laws, if applicable.
e. No previous waiver and no failure or delay by Agency in acting with respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach, default, or failure or condition under this Note, the Deed of Trust or the obligations secured thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

6. Attorneys' Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed.

7. Joint and Several Obligation. This Note is the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, successors and assigns.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

10. Borrower Assignment Prohibited. In no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the Agency, which consent shall not unreasonably be withheld.

11. Terms. Any terms not separately defmed herein shall have the same meanings as set forth in the Agreement.

12. Acceleration and Other Remedies. Upon the occurrence of an event of Default as defined in the Agreement, Agency may, at Agency's option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice. All costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the security for this Note in such order and in such manner as such Agency may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the Agency in exercising any right hereunder, or under the Agreement, shall not operate as a waiver Attachment No. 8·2
OOCSOC\7 527 54v 14\22 782.0019
109
of such right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Agency's right to either require prompt payment when due of all other sums payable hereunder or to declare an Event of Default for failure to make prompt or complete payment.

13. Consents. Borrower hereby consents to: (a) any renewal, extension or modification (whether one or more) of the terms of the Agreement or the terms or time of payment under this Note, (b) the release or surrender or exchange or substitution of all or any part of the security, whether real or personal, or direct or indirect, for the payment hereof, (c) the granting of any other indulgences to Borrower, and (d) the taking or releasing of other or additional parties primarily or contingently liable hereunder. Any such renewal, extension, modification, release, surrender, exchange or substitution may be made without notice to Borrower or to any endorser, guarantor or surety hereof, and without affecting the liability of said parties hereunder.

14. Successors and Assigns. Whenever "Agency" is referred to in this Note, such reference shall be deemed to include the Richmond Redevelopment Agency and its successors and assigns, including, without limitation, any subsequent assignee or holder of this Note. All covenants, provisions and agreements by or on behalf of Borrower, and on behalf of any makers, endorsers, guarantors and sureties hereof which are contained herein shall inure to the benefit of the Agency and Agency's successors and assigns.

15. Miscellaneous. Time is of the essence hereof. This Note shall be governed by and construed under the laws of the State of California except to the extent Federal laws preempt the laws of the State of California.

DOCSOC\752754v l4122782.00 19
BORROWER:

OLSON URBAN HOUSING, LLC, a Delaware
limited liability company
By: ______________ _
Attachment No. 8-3
110
$900,655
____ ,200_
ATTACHMENT NO.9

PROMISSORY NOTE
(Phase Two Purchase Price)
Richmond, California
FOR VALUE RECEIVED, OLSON URBAN HOUSING, LLC, a Delaware limited liability company ("Borrower"), promises to pay to the RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 350 25th Street, Richmond, California 94804, or such other place as the Agency may designate in writing, the sum of Nine Hundred Thousand Six Hundred Fifty-Five Dollars ($900,655) (the ''Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Disposition and Development Agreement executed by the Agency and Richmond Transit, LLC, a subsidiary of Borrower, dated as of , 2002 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. In the event of any inconsistencies between the terms of this Note and the terms of the Agreement or any other document related to the Note Amount, the terms of this Note shall prevail.

2. Interest. The Note Amount shall bear no interest

3. Repayment of Note Amount. The Note Amount shall be paid within six months of the date of the sale of the last of the Residential Units on the Phase Two Residential/Retail Property (as defined in the Agreement). A pro rata portion of the Note Amount, proportionate to the number of Phase Two Residential Units in the applicable sub phase, shall be forgiven and shall be deemed paid in full upon issuance of a Certificate of Completion for such sub phase of the Phase Two Residential/Retail Improvements. The full amount of the Note Amount shall be forgiven and shall be deemed paid in full upon issuance of a Certificate of Completion for the Phase Two Residential/Retail Improvements. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth in Section 12 hereof.

4. Security. This Note is unsecured.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereWlder may be extended from time to time at the Agency's sole discretion and that the Agency may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Agency with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modifY, change or affect the original liability of Borrower under this Note, either in whole or in part.

Attachment No. 9-l
oocsoa 7527 54v !4\22 782.00 l9
111
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.
d. Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, notice of acceleration, notice of costs, expenses or leases or interest thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of interests in or to properties securing of this Note, and the benefit of any exemption under any homestead exemption laws, if applicable.
e. No previous waiver and no failure or delay by Agency in acting with respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach, default, or failure or condition under this Note, the Deed of Trust or the obligations secured thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defmed herein shall have the same meanings as set forth in the Agreement.

12. Acceleration and Other Remedies. Upon the occurrence of an event of Default as defmed in the Agreement, Agency may, at Agency's option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice. All costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the security for this Note in such order and in such manner as such Agency may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the Agency in exercising any right hereunder. or under the Agreement, shall not operate as a waiver Attachment No. 9-2
DOC SOC\ 7527 54v 14122 782.00 19
112
of such right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Agency's right to either require prompt payment when due of all other sums payable hereunder or to declare an Event of Default for failure to make prompt or complete payment.

15. MisceUaneous. Time is of the essence hereof. This Note shall be governed by and construed under the laws of the State of California except to the extent F ederallaws preempt the laws of the State of California.

DOCSOC\ 7527 54v t 4\22782.00 l9
BORROWER:

OLSON URBAN HOUSING, LLC, a Delaware
limited liability company
By: ______________ _
Attachment No. 9-3
113
$5,148,000
____ ,200_
ATTACHMENT NO.lO

PROMISSORY NOTE
(Phase One Development Loan)
Richmond, California
FOR VALUE RECEIVED, OLSON URBAN HOUSING,LLC, a Delaware limited liability company corporation ("Borrower"), promises to pay to the RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 350 25th Street, Richmond, California 94804, or such other place as the Agency may designate in writing, the sum of Five Million One Hundred Forty-Eight Thousand Dollars ($5,148,000), or such lesser sum which Holder has disbursed to or on behalf of Maker as set forth on the Disbursement Record attached hereto as Exhibit "A" and incorporated herein (the ''Note Amount"). All sums shall be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Disposition and Development Agreement executed by the Agency and Richmond Transit, LLC, a subsidiary of Borrower, dated as of , 2002 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. In the event of any inconsistencies between the terms of this Note and the terms of the Agreement or any other document related to the Note Amount, the terms of this Note shall prevail.

2. Interest. The Note Amount shall bear no interest.

3. Repayment of Note Amount. The Note Amount shall be paid on or before ---------· The entire Note Amount shall be forgiven upon the issuance of the Certificate of Completion for the Phase One Residential/Retail Improvements pursuant to the Agreement.

4. Security. This Note is unsecured.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting theliability of Borrower.
b. No extension of time for payment of this Note made by agreement by the Agency with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.

AttachmentNo. 10-1
OOCSOCI752754v 14122782.00!9
114
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.
d. Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, notice of acceleration, notice of costs, expenses or leases or interest thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of interests in or to properties securing of this Note, and the benefit of any exemption under any homestead exemption laws, if applicable.
e. No previous waiver and no failure or delay by Agency in acting with respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach, default, or failure or condition under this Note, the Deed of Trust or the obligations secured thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

II. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.

12. Acceleration and Other Remedies. Upon the occurrence of an event of Default as defined in the Agreement, Agency may, at Agency's option, declare the outstsnding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice. All costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the security for this Note in such order and in such manner as such Agency may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the Agency in exercising any right hereunder, or under the Agreement, shall not operate as a waiver Attachment No. 10-2
DOCSOC\7527 54v 14\22 782.0019
115
of such right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Agency's right to either require prompt payment when due of all other sums payable hereunder or to declare an Event of Default for failure to make prompt or complete payment.

DOC SOC\ 752754v 14122782.00 19
BORROWER:

OLSON URBAN HOUSING, LLC, a Delaware
limited liability company
By: ______________ _
Attachment No. 10-3
116
($3,861,000]
____ ,200_
ATTACHMENT NO. 11

PROMISSORY NOTE
(Phase Two Development Loan)
Richmond, California
FOR VALUE RECEIVED, OLSON URBAN HOUSING, LLC, a Delaware limited liability company corporation ("Borrower"), promises to pay to the RICHMOND REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 350 25th Street, Richmond, California 94804, or such other place as the Agency may designate in writing, the sum of (Three Million Eight Hundred Sixty-One Thousand Dollars ($3,861,000)], or such lesser sum which Holder has disbursed to or on behalf of Maker as set forth on the Disbursement Record attached hereto as Exhibit "A" and incorporated herein (the ''Note Amount"). All sums shall be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the ''Note") is given in accordance with that certain Disposition and Development Agreement executed by the Agency and Richmond Transit, LLC, a subsidiary of Borrower, dated as of , 2002 (the "Agreement"), The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. ln the event of any inconsistencies between the terms of this Note and the terms of the Agreement or any other document related to the Note Amount, the terms of this Note shall prevaiL

2. Interest. The Note Amount shall bear no interest.

3. Repayment of Note Amount The Note Amount shall be paid on or before ~-:-::----=-=---=-~· The entire Note Amount shall be forgiven upon the issuance of the Certificate of Completion for the Phase Two Residential/Retail Improvements pursuant to the Agreement

4. Security. This Note is unsecured.

Attachment No. 11-1
oocsoa752754vl4\22782.0019
117
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.
d. Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency, notice of acceleration, notice of costs, expenses or leases or interest thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of interests in or to properties securing ofthis Note, and the benefit of any exemption under any homestead exemption laws, if applicable.
e. No previous waiver and no failure or delay by Agency in acting with respect to the terms of this Note or the Deed of Trust shall constitute a waiver of any breach, default, or failure or condition under this Note, the Deed of Trust or the obligations secured thereby. A waiver of any term of this Note, the Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

7. Joint and Severa! Obligation. This Note is the joint a..'1d several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, successors and assigns.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms •.. Ally terms n.ot..s.tmarately defin.e:.ciheLein shalLhaYe_the..same meanings .as.set. . . ·--· ··-. --- --------- -----forth in-the-Agreement.--

12. Acceleration and Other Remedies. Upon the occurrence of an event of Default as defmed in the Agreement, Agency may, at Agency's option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice. All costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the security for this Note in such order and in such manner as such Agency may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the Agency in exercising any right hereunder, or under the Agreement, shall not operate as a waiver Attachment No. 11-2
oocsoa 7527 54v 14\22782.0019
118
of such right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Agency's right to either require prompt payment when due of all other sums payable hereunder or to declare an Event of Default for failure to make prompt or complete payment.

13. Consents. Borrower hereby consents to: (a) any renewal, extension or modification (whether one or more) of the terms of the Agreement or the terms or time of payment under this Note, (b) the release or surrender or exchange or substitution of all or any part of the security, whether real or personal, or direct or indirect, for the payment hereof, (c) the granting of any other indulgences to Borrower, and (d) the taking or releasing of other or additional parties primarily or contingently liable hereunder. Any such renewal, extension, modification, release, surrender, exchange or substitution may be made without notice to Borrower or to any endorser, guarantor or surety hereof; and without affecting the liability of said parties hereunder.

OOCSOC\752754vl4\22782.00!9
BORROWER:

OLSON URBAN HOUSING, LLC, a Delaware
limited liability company
By: ____________________________ __
Attachment No. 11-3
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SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY WS^M- ^2i-' ISSflewffSm June 26,2015Todd OlsonPresident, Community Development
The Olson Company
3010 Old Ranch Parkway Ste. 100Seal Beach, CA 90740
San Francisco Bay Area Rapid Transit District
Department of Real Estate Services
Attn: Paul Voix
300 Lakeside Drive Ste. 1623
Oakland, CA 94612
Re; Third Letter Amendment to Disposition and Development Agreement, dated April 11,2002 (the "DDA") Richmond Transit Village (Metro Walk)
Dear Messrs. Olson and Voix:

As you are aware, for a variety of reasons discussed below, the Outside Date for Closing of the Phase Two ResidentiaVRetail Property under the above-referenced DDA must be extended again. The Outside Date for closing was originally extended to July 1,2015, pursuant to that certain letter countersided by the parties dated December 19,2014 (the. "First Letter Amendment"). Section 605 of the DDA states:
"The Agency's Director shall have the authority to execute and negotiate documents, make approvals, issue interpretations and enter into amendments of the Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendments may include extensions of time to perform as specified in the Schedule ofPerformance." The Schedule of Performance encompasses Metro Walk Phases I and II as well as the construction of the East Side Improvements. Olson 737-Richmond 132 LLC ("Developer") isunable to meet one or more Conditions Precedent of Closuig to Phase Two Residential/RetailProperty Conveyance (DDA Section 205.3) including, but not limited to, condition (f):
"...Developer shall have obtained and the Agency and BART shall have approved financing of the Phase Two Improvements as provided in Section 3.11.1 hereof, and such financing shall haveclosed and funded or be ready to close and fund upon the closing." In addition, commencement of construction of the East Side Improvements has been delayed due to issues associated with Caltrans' administrative approvals, required to access the Federal grants awarded for construction, These approvals were expected in late 2012, but were not received 248
until September 2014. The Construction contract for the east side improvements was awarded at the June 16, 2015, Successor Agency meeting and as such work will not commence until afterthe second extension date. Developer and the Successor Agency to the Richmond Community Redevelopment Agency ("Successor Agency") agree that construction of the East SideImprovements should precede the development of the Phase I Residential/Retail Property, due to logistical challenges relating to access and construction equipment staging.

Accordingly, the outside date for the Close of Escrow on the Phase II site, as set forth in the Schedule of Performance (Attachment No. 5 to the DDA) should be extended to December 31 , 2015 (the "Extension Date") with all subsequent actions extended from that date. Except as amended by the First, Second and this Third Letter Amendment, the DDA has not been modified and is in full force and effect.

The Successor Agency looks forward to continuing its relationship with the Olson Company andBART and to the successful completion of the Metro Walk community. Please sign below to acknowledge your consent and agreement to this extension and return one original copy. If you have any questions, please feel free to contact me.

Sincerely,
Bill Lindsay, Executive Director
Successor Agency to the Richnond Community Redevelopment Agency

THE FOREGOING IS HEREBY APPROVED AND ACCEPTED, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ABOVE:"DEVELOPER"
OLSON 737-RICHLMOND 132, LLC
A California limited liability company
By: OLSON URBAN HOUSING, LLC,
Doing business as The Olson Company,
A Delaware limited liability company,
It: sole member
249
By: IN TOWN LIVING, INC,.

A Delaware corporationIts Managing member
Todct Olson
Sr, Vice President,PrcoidcnlCorniTiunilyDeyulupiiitint
By: IL_
C^-'i "C''^p'Q0'
ItS: \) ? ^ P^rvCf..^
"BART"
San Francisco Bay Area Rapid Transit District, a rapid transit district By: Ju-4^-^ /^H4J^
i^r
Name: ^>U-^\.

Title: A<1^ /v/l(UUiLW
/W^ ^sW^ (^ P^^-^ S^w^Ji^^mjLid- b&^r^m^tdr £s^k,^A
250
lfSe*h»»B€fml SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY January 15, 2016
Caleb J. Roope
President and CEOPacific West Builders, Inc.
430 E. State Street, Suite 100
Eagle, Idaho 83616
San Francisco Bay Area Rapid Transit District
Department of Real Estate ServicesAttn: Paul Voix
300 Lakeside Drive Ste 1623Oakland, CA 94612
Re: Fourth Letter Amendment to Disposition and Development Agreement, dated April 11, 2002 (the "DDA") Richmond Transit Village (Metro Walk) Dear Messrs. Roope and Voix :

As you are aware, on November 30, 2015 Olson 737-Richmond 132 LLC assigned the above referenced DDA to Pacific West Builders, Inc. ("Successor Developer"). Successor Developer wishes to amend the DDA to reflect a revised development and financing plan. These amendments will necessitate additional time to develop and gain requisite project approvals; therefore, the Outside Date for Closing of the Phase Two Residential/Retail Property under theDDA must be extended again. The Outside Date for closing was last extended pursuant to that certain letter countersigned by the parties dated June 26, 2015 (the "Third Letter Amendment").

Section 605 of the DDA states:
"The Agency's Director shall have the authority to execute and negotiate documents, make approvals, issue interpretations and enter into amendments of the Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendmentsmay include extensions of time to perform as specified in the Schedule of Performance."
In addition to the need to amend the DDA as above stated, this extension is warranted for the following reasons. First, the Schedule ofPerfonnance encompasses Metro Walk Phases I and II as well as the construction of the East Side Improvements. Successor Developer is unable to meet one or more Conditions Precedent of Closing the Phase Two Residential/Retail Property Conveyance (DDA Section 205.3) including, but not limited to, condition (f): ".. .Developershall have obtained and the Agency and BART shall have approved financing of the Phase Two 251
Improvements as provided in Section 3.11.1 hereof, and such financing shall have closed and funded or be ready to close and fund upon the closing."Second, commencement of construction of the East Side Improvements was delayed due to issues associated with Caltrans' administrative approvals, required to access the Federal grants awarded for construction. These approvals were expected in late 2012, but were not received until September 2014. Although work has commenced on the East Side Improvements, additional delay is currently being encountered due to inclement weather and technical issues related to the improvements. Successor Developer and the Successor Agency to the Richmond Community Redevelopment Agency ("Successor Agency") agree that construction of the EastSide Improvements should precede the development of the Phase I Residential/Retail Property, due to logistical challenges relating to access and construction equipment staging.

Based on the foregoing, the Successor Agency believes that the outside date for the Close ofEscrow on the Phase II site, as set forth in the Schedule of Performance (Attachment No. 5 to the DDA) should be extended to December 31, 2017 (the "Extension Date") with all subsequent actions extended from that date. The Extension Date is effective as of December 31, 2015.

The Successor Agency looks forward to continuing its relationship with Successor Developer and BART and to the successful completion of the Metro Walk community. Please sign below to acknowledge your consent and agreement to this extension and return one original copy. If you have any questions, please feel free to contact me.

Sincerely,
^Bill Lindsay, Executive Director
Successor Agency to the Richmond Community Redevelopment Agency

THE FOREGOING IS HEREBY APPROVED AND ACCEPTED, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ABOVE. EXCEPT AS AMENDED BY THE FIRST,

SECOND, THIRD, AND THIS FOURTH LETTER AMENDMENT, THE DDA HAS NOT BEEN MODIFIED AND IS IN FULL FORCE AND EFFECT:
252
"SUCCESSOR DEVELOPER"
PACIFIC WEST BUILDERS, INC., an Idaho corporation, dba Idaho Pacific West Builders By:_
Name: U^Ji^ ^Lod^L
Title: <<^o\0^^
"BART"
San Francisco Bay Area Rapid Transit District, a rapid transit district By:_
Name:

Title:
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"SUCCESSOR DEVELOPER"
PACIFIC WEST BUILDERS, INC., an Idaho corporation, dba Idaho Pacific West BuildersBy:_Name:Title:
"BART"
San Francisco Bay Area Rapid Transit District, a rapid transit district By: <§%a^ Bxak^—
Name: S<?a^ ftr^l<<-Title: Q^^^^t-AV^^fej ^r.| ^s^tx- ^ Cdpz^f-y DfVE: lo }>~V<>1^
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SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY December 11, 2017
Caleb J. RoopePresident and CEOPacific West Builders, INC. 430 E. State Street, Suite 100Eagle, Idaho 83616San Francisco Bay Area Rapid Transit Dish-ictDq>artment of Real Estate Services Attn: Paul Voix
300 Lakeside Drive Ste 1623
Oakland, CA 94612
Re; Fifth Letter Amendment to Disposition and Development Agreement, dated April 11, 2002 (the "DDA") Richmond Transit Village (Metro Walk)
Dear Messrs, Roope and Voix :

As you are aware, and for the reasons discussed below, the Outside Date for Closing of the Phase Two Residential/Retail Property under the above-referenced DDA must be extended again. The Outside Date for closing was last extended to December 31,2017, pursuant to that certain lettercountersigned by the parties dated January 15, 2016 (fhe "Fourth Letter Amendment"). Section 605 of the DDA states:
"The Agency's Director shall have the authority to execute and negotiatedocuments, make approvals, issue interpretations and enter into amendments ofthe Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendmentsmay include extensions of time to perform as specified in the Schedule of Performance."
The Schedule of Performance encompasses Metro Walk Phases I and II. On November 30,2015, Olson 737-Richmond 132 LLC ("Assignor") assigned the above-referenced DDA toPacific West Builders, INC. ("Assignee"). Assignee is unable to meet one or more Conditions Precedent of Closing the Phase Two Residential/Retail Property Conveyance (DDA Section 205,3) including, but not limited to, condition (f): ".. .Developer shall have obtained and the Agency and BART shall have approved financing of the Phase Two Improvements as providedin Section 3,11.1 hereof, and such financing shall have closed and funded or be ready to close and fund upon the closing."
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In addition, we understand that Assignee has expressed interest in amending the DDA to reflect a revised development and financing plan. These amendments will necessitate additional time to develop and gain requisite entitlements and approvals,
Based on the foregoing, the Successor Agency believes that the outside date for the Close of Escrow on the Phase II site, as set forth in the Schedule of Performance (Attachment No. 5 to the DDA) should be extended to December 31,2018 (the "Extension Date") with all subsequentactions extended from that date. Except as amended by the First, Second, Third, Fourth and this Fifth Letter Amendment, the DDA has not been modified and is in full force and effect.

The Successor Agency looks forward to continuing its relationship with Pacific West Builders, INC. and BART and to the successful completion of the Metro Walk community. Please sign below to acknowledge your consent and agreement to this extension and return one original copy. If you have any questions, please feel free to contact me.Sincerely, Bill Lindsay, Executive Director
Successor Agency to the Richmond Community Redevelopment Agency

Title: S^^^^A- M^.j^ ^•"1 E'SK^c ^^
fn»e*^y {>t^i^^e^-
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IISwhmSwil SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY December 10,2018
Caleb J. Roope
President and CEOPacific West Builders, INC.
430 E. State Street, Suite 100
Eagle, Idaho 83616San Francisco Bay Area Rapid Transit District Department of Real Estate ServicesAttn: Paul Voix
300 Lakeside Drive Ste 1623
Oakland, CA 94612
Re: Sixth Letter Amendment to Disposition and Development Agreement, dated April 11, 2002 (the "DDA") Richmond Transit Village (Metro Walk)
Dear Messrs. Roope and Voix :

As you are aware, and for the reasons discussed below, the Outside Date for Closing of the Phase Two Residential/Retail Property under the above-referenced DDA must be extended again. TheOutside Date for closing was last extended to December 31, 2018, pursuant to that certain lettercountersigned by the parties dated December 11,2017 (the "Fifth Letter Amendment"). Section605 of the DDA states:
"The Agency's Director shall have the authority to execute and negotiate documents, make approvals, issue interpretations and enter into amendments ofthe Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendmentsmay include extensions of time to perform as specified in the Schedule of Performance."
The Schedule of Performance encompasses Metro Walk Phases I and II. On November 30,2015, Olson 737-Richmond 132 LLC ("Assignor") assigned the above-referenced DDA toPacific West Builders, INC. ("Assignee"). Assignee is unable to meet one or more ConditionsPrecedent of Closing the Phase Two ResidentiaVRetail Property Conveyance (DDA Section 205.3) including, but not limited to, condition (f): ".. .Developer shall have obtained and theAgency and BART shall have approved financing of the Phase Two Improvements as providedin Section 3.11.1 hereof, and such financing shall have closed and funded or be ready to closeand fund upon the closing." 258
In addition, we understand that Assignee has expressed interest in amending the DDA to reflect a revised development and financing plan. These amendments will necessitate additional time todevelop and gain requisite entitlements and approvals.

Based on the foregoing, the Successor Agency believes that the outside date for the Close ofEscrow on the Phase II site, as set forth in the Schedule of Performance (Attachment No. 5 to theDDA) should be extended to December 31, 2019 (the "Extension Date") with all subsequent actions extended from that date. Except as amended by the First, Second, Third, Fourth, fifthand this Sixth Letter Amendment, the DDA has not been modified and is in full force and effect.

The Successor Agency looks forward to continuing its relationship with Pacific West Builders,INC. and BART and to the successful completion of the Metro Walk community. Please sign below to acknowledge your consent and agreement to this extension and return one original copy. If you have any questions, please feel free to contact me.Sincerely, ^arlo^Martinez, executive Director
Successor Agency to the Richmond Community Redevelopment Agency

THE FOREGOING IS HEREBY APPROVED AND ACCEPTED, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ABOVE:
"DEVELOPER"
Pacific West Builders, Inc., an Idaho corporation, d.b.a. Idaho Pacific West Builders By: /^^ — 9^
Name: CkUc^> ^.GD^Title: ^^\Q^^X
259
"BART"
San Francisco Bay Area Rapid Transit District, a rapid transit district By:_ &^ @h<A^Name: Se out l6roc,lf5
Title: 0^./i^A. fu\^^ |€»J 5^^ ^
f^p^ Of^lop^a^
260
tties'lfnsSSttfl SUCCESSOR AGENCY TO THE RICHMOND COMMUNirc REDEVELOPMENT AGENCY December 11,2019
Caleb J. Roope
President and CEO
Pacific West Builders, INC.430 B. State Street, Suite 100Eagle, Idaho 83616San Francisco Bay Area Rapid Transit District Department of Real Estate ServicesAtta: Paul Voix
300 Lakeside Drive Ste 1623Oakland, CA 94612
Re: Seventh Letter Amendment to Disposition and Development Agreement, dated April 11,2002 for the Richmond Transit Village (Metro Walk)
Dear Messrs. Roope and Voix :As you are aware, and for the reasons discussed below, the Outside Date for Closing of the Phase Two Residential/RetaU Property under the Disposition and Development Agreement for theRichmond Transit Village (Metro Walk) project among the San Francisco Bay Area RapidTransit District ("BART>), the former Richmond Community Redevelopment Agency and Olson 737-Richmond 132 LLC (Olson) dated April 11,2002 (the "DDA") must be extended again. On December 4,2015, Olson assigned the DDA to Pacific West Builders, Inc. ("Pacific West") withthe consent of both the Successor Agency to the Richmond CommuBity Redevelopment Agency ("Successor Agency") and BART. The Successor Agency, Pacific West and BART are herebyreferred to as the "parties".The Outside Date for Closing was last extended to December 31,2019, pursuant to that certainletter countersigned by the parties dated December 10,2018 (the "Sixth Letter Amendment"),The purpose of the last extension was to provide the parties time to assign the DDA to another developer entity. Since that time, the parties have agreed instead to extend the term one more time to allow the parties sufficient time to negotiate amendments to theDDA as provided, below.

As outlined in the attached letter from Mr. Caleb Roope dated November 27, 2019, Pacific West seeks to amend fhe DDA to reflect a revised development plan, fmancmg plan and schedule of performance. The revised development plan proposes developing between 700-1,000 housingunits, in multiple buildings, with both rental and for-sale market rate housmg types. These amendments will necessitate additional time to develop and gain requisite approvals, including from the Board of the Successor Agency, County Oversight Board and California Department of Finance.

Based on the foregoing, the Successor Agency believes that the outside date for the Close ofEscrow on the Phase Two site, as set forth in the Schedule of Performance (Attachment No. 5 to the DDA), should be extended to December 31,2020 (the "Extension Date") with all subsequentactions extended from fhat date. This will allow the parties to amend the DDA to revise the development plan, financing plan and schedule of performance. Except as amended by the First, Second, Third, Fourth, Fifth, Sixth and this Seventh Letter Amendment, the DDA has not been modified and is in full force and effect.The Successor Agency looks forward to continuing its relationship with Pacific West and BART and to the successful completion of the Metro Walk community, Please sign below to acknowledge your consent and agreement to this extension and return one original copy to Mr.Alan Wolken at 440 Civic Center Plaza, Richmond, Califomia. If you have any questions, please feel free to contact me,
Sincerely,
^^-M^LSteven Falk, Interim Executive Director
Successor Agency to the Richmond Community Redevelopment Agency Enclosure
262

THE FOREGOING IS HEREBY APPROVED AM) ACCEPTED, SUBIECT TO THE TERMS AND CONDITIONS SET FORTH ABOVE:"PACIFIC WEST'
Pacific West Builders, Inc., an Idaho corporation, d.b.a. Idaho Pacific West Builders By:_
Name: QUc^ •^.C£>Q€
Title: ?'%€& \<^r
"BART'
San Francisco Bay Area Rapid Ttansit.District, a rapid transit district By: <fe^ ^h-^-.Name:_ Seo^ procks
Title: P.-'-cctw ft^.l E-s^»-c A-
/
^^riy Oe^e^f^)-
263
KifhsnffHfl SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY December 16, 2020
Caleb J. Roope
President and CEO
Pacific West Builders, INC.
430 E. State Street, Suite 100
Eagle, Idaho 83616
San Francisco Bay Area Rapid Transit District
Department of Real Estate ServicesAttn: Paul Voix
300 Lakeside Drive Ste 1623Oakland, CA 94612
Re: Eighth Letter Amendment to Disposition and Development Agreement, dated April 11, 2002 for the Richmond Transit Village (Metro Walk)
Dear Messrs. Roope and Voix :

As you are aware, and for the reasons discussed below, the Outside Date for Closing of the Phase Two Residential/Retail Property under the Disposition and Development Agreement for theRichmond Transit Village (Metro Walk) project among the San Francisco Bay Area RapidTransit District ("BART"), the former Richmond Community Redevelopment Agency and Olson 737-Richmond 132 LLC (Olson) dated April 11, 2002 (the "DDA") must be extended again. On December 4, 2015, Olson assigned the DDA to Pacific West Builders, Inc. ("Pacific West") with the consent of both the Successor Agency to the Richmond Community Redevelopment Agency ("Successor Agency") and BART. The Successor Agency, Pacific West and BART are hereby referred to as the "parties".

The Outside Date for Closing was last extended to December 31, 2020, pursuant to that certainletter countersigned by the parties dated December 11, 2019 (the "Seventh Letter Amendment").The purpose of the last extension was to provide the parties time to assign the DDA to anotherdeveloper entity. Since that time, the parties have agreed instead to extend the term to allow the parties sufficient time to negotiate amendments to the DDA as provided, below.

Section 605 of the DDA states:
"The Agency's Director shall have the authority to execute and negotiatedocuments, make approvals, issue interpretations and enter into amendments of the Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendments 264
may include extensions of time to perform as specified in the Schedule of Performance."
As outlined in the November 27, 2019 letter from Mr. Caleb Roope, Pacific West seeks to amend the DDA to reflect a revised development plan, financing plan and schedule of performance. The revised development plan proposes developing between 700-1,000 housing units, in multiplebuildings, with both rental and for-sale market rate housing types. These amendments willnecessitate additional time to develop and gain requisite approvals, including from the Board ofthe Successor Agency, County Oversight Board and California Department of Finance.Based on the foregoing, the Successor Agency believes that the outside date for the Close of Escrow on the Phase Two site, as set forth in the Schedule of Performance (Attachment No. 5 to the DDA), should be extended to December 31, 2021 (the "Extension Date") with all subsequent actions extended from that date. This will allow the parties to amend the DDA to revise thedevelopment plan, financing plan and schedule of performance. Except as amended by the First, Second, Third, Fourth, Fifth, Sixth, Seventh and this Eighth Letter Amendment, the DDA has not been modified and is in full force and effect.

The Successor Agency looks forward to continuing its relationship with Pacific West and BARTand to the successful completion of the Metro Walk community. Please sign below toacknowledge your consent and agreement to this extension and return one original copy to Mr.

Alan Wolken at 450 Civic Center Plaza, Richmond, California. If you have any questions, please feel free to contact me.

Sincerely,
Laura Snideman, Executive Director
Successor Agency to the Richmond Community Redevelopment Agency 265

THE FOREGOING IS HEREBY APPROVED AND ACCEPTED, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ABOVE:"PACIFIC WEST'
Pacific West Bujljders, Inc., an Idaho corporation, d.b.a. Idaho Pacific West BuildersB. //^^' Name: C^ljZ& <-C^oP?
Title: ^^fevDCn^-T'"BART"
San Francisco Bay Area Rapid Transit District, a rapid transit district By: ^^-=^-^ T' ^>^-^-Name: S><°*a/~» T^ SroolcsTitle: O.W^r ^1 &s}^ ^ 'fnop<y1-y ^^t\c^*^\-
266
267
268

THE FOREGOING IS HEREBY APPROVED AND ACCEPTED, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ABOVE:
“PACIFIC WEST”
Pacific West Communities, Inc., an Idaho corporation
By:_________________________
Name:_________________________
Title:_________________________
“BART”
San Francisco Bay Area Rapid Transit District, a rapid transit district By: Abigail Thorne-Lyman___________
Name:____________________________
Title:_Acting Director, Real Estate & Property Development DocuSign Envelope ID: C5D60E1A-37B9-44FC-91AE-D9B94EE51DB1 269
270
December 14, 2021
Caleb J. Roope
President and CEO
Pacific West Communities, INC.
430 E. State Street, Suite 100
Eagle, Idaho 83616
San Francisco Bay Area Rapid Transit District
Department of Real Estate Services
Attn: Paul Voix
300 Lakeside Drive Ste 1623
Oakland, CA 94612
Re: Ninth Letter Amendment to Disposition and Development Agreement, dated April 11, 2002 for the Richmond Transit Village (Metro Walk)
Dear Messrs. Roope and Voix:

As you are aware, and for the reasons discussed below, the Outside Date for Closing of the Phase Two Residential/Retail Property under the Disposition and Development Agreement for the Richmond Transit Village (Metro Walk) project among the San Francisco Bay Area Rapid Transit District (“BART”), the former Richmond Community Redevelopment Agency and Olson 737-Richmond 132 LLC (Olson) dated April 11, 2002 (the “DDA”) must be extended again. On December 4, 2015, Olson assigned the DDA to Pacific West Builders, Inc.with the consent of both the Successor Agency to the Richmond Community Redevelopment Agency (“Successor Agency”) and BART. On June 6th, 2021 the Pacific West Builders, Inc. assigned the DDA to their related entity Pacific West Communities, Inc (“Pacific West”). The Successor Agency, Pacific West and BART are hereby referred to as the “parties”.

The Outside Date for Closing was last extended to December 31, 2021, pursuant to that certain letter countersigned by the parties dated December 16, 2020 (the “Eighth Letter Amendment”).

The purpose of the last extension was to provide the parties time to assign the DDA to another developer entity. Since that time, the parties have agreed instead to extend the term to allow the parties sufficient time to negotiate amendments to the DDA as provided, below.

Section 605 of the DDA states:
“The Agency’s Director shall have the authority to execute and negotiate documents, make approvals, issue interpretations and enter into amendments of the Agreement on behalf of the Agency so long as such actions do not constitute material or substantial changes. Such approvals, interpretations and amendments

SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY

271
may include extensions of time to perform as specified in the Schedule of Performance.”
As outlined in the November 27, 2019 letter from Mr. Caleb Roope, Pacific West seeks to amend the DDA to reflect a revised development plan, financing plan and schedule of performance. The revised development plan proposes developing approximately 540 rental housing units, in multiple buildings, on the Phase Two site. These amendments will necessitate additional time to develop and gain requisite approvals, including from the Board of the Successor Agency, County Oversight Board and California Department of Finance.

The Successor Agency looks forward to continuing its relationship with Pacific West and BART and to the successful completion of the Metro Walk community. Please sign below to acknowledge your consent and agreement to this extension and return one original copy to Mr.

Alan Wolken at 450 Civic Center Plaza, Richmond, California. If you have any questions, please feel free to contact me.

Sincerely,
Shasa Curl, Interim Executive Director
Successor Agency to the Richmond Community Redevelopment Agency

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4880-4378-3294 v1 1
RESOLUTION NO._____

A JOINT RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND AND

THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE FORMER

RICHMOND COMMUNITY REDEVELOPMENT AGENCY APPROVING A

TWELFTH AMENDMENT TO THE DISPOSITION AND DEVELOPMENT

AGREEMENT FOR THE METROWALK PROJECT
WHEREAS, the San Francisco Bay Area Rapid Transit District (“BART”), the former Richmond Community Redevelopment Agency, and Richmond Transit LLC (“Richmond Transit”) executed that certain Disposition and Development Agreement dated as of April 11, 2002 (the “Original DDA”) addressing the development of the Metrowalk Project, a multi-phase mixed-use development (the “Project”) proposed for development adjacent to the Richmond BART Station on the “Subarea 1” parcel currently owned by the City and the “Subarea 2” and “Subarea 3” parcels currently owned by BART;
WHEREAS, the Original DDA has been previously amended to reflect the substitution of Pacific West Communities, Inc. (“Pacific”) for Richmond Transit, and to extend deadlines for development (as so amended, the “DDA”);
WHEREAS, the “Phase One” improvements described in the Original DDA, including the construction of a parking garage and other improvements in the vicinity of the Richmond BART station, have been completed;
WHEREAS, the parties to the DDA have been awarded $5 million in Infill Infrastructure Grant (IIG) financing and $43 million in Affordable Housing and Sustainable Communities (AHSC) financing to support development of infrastructure in the vicinity of the Project and the residential development to be constructed on the Subarea 1 parcel; and WHEREAS, the parties to the DDA propose to amend the DDA to modify certain aspects of “Phase Two” of the Project to provide for, among other things the following modifications as set forth in the proposed Twelfth Amendment to the DDA (“Twelfth Amendment”): (i) the addition of the City as a party to the DDA; (ii) a modification to the scope of development that would increase the number of residential units to be developed; (iii) an increase in affordability requirements; (iv) a modification to the terms of financing to be provided by the Successor Agency that would result in a net decrease in the total amount of Successor Agency financing; (v) the lease of the City-owned Subarea 1 parcel to Pacific pursuant to a 99-year ground lease that would require the development of a 150-unit affordable multi-family development; (vi) BART’s conveyance of the Subarea 2 parcel and the Subarea 3 parcel to the City for the City’s subsequent disposition to developers selected through a Request for Proposals process; (vii) the City’s provision of an access easement to BART; and (viii) BART’s retention of the ability to install a wall near its electrical substation.
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4880-4378-3294 v1 2

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE RICHMOND

CITY COUNCIL, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AND

THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE FORMER RICHMOND COMMUNITY REDEVELOPMENT AGENCY THAT:

1. The Twelfth Amendment to the DDA is hereby approved in the form presented to the City Council and the Successor Agency governing board.

2. Staff is directed to seek the approval of the Twelfth Amendment by the Contra Costa County Oversight Board (“Oversight Board”) and the California Department of Finance (“DOF”).

3. Upon receipt of Oversight Board and DOF approval, the City Manager is authorized and directed to execute the Twelfth Amendment on behalf of the City and the Successor Agency.

4. The City Manager is hereby authorized to take such actions and execute such instruments as necessary to implement the Twelfth Amendment, including without limitation, a certificate of acceptance for the property to be conveyed by BART to the City, an easement agreement for the benefit of BART, a ground lease of Subarea 1, loan and grant documents, and affordable housing regulatory agreements. *******************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond and by the governing board of the Successor Agency to the former Richmond Community Redevelopment Agency at a joint meeting thereof held on ______, 2023, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
ATTEST:
__________________________________________________________ Mayor
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4880-4378-3294 v1 3
Approved as to form:
__________________________________________
City Attorney
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4856-4266-4296 v7

TWELFTH AMENDMENT
to

DISPOSITION AND DEVELOPMENT AGREEMENT
by and among the

CITY OF RICHMOND, IN ITS CAPACITY AS SUCCESSOR AGENCY TO

THE RICHMOND REDEVELOPMENT AGENCY,

CITY OF RICHMOND, A MUNICIPAL CORPORATION,

SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT,
and
PACIFIC WEST COMMUNITIES, INC.
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4856-4266-4296 v7 2

THIS TWELFTH AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (the “Twelfth Amendment”) is entered into this _____ day of ___________ , 2023 by and among the City of Richmond, in its capacity as successor to the Richmond Redevelopment Agency (“Successor Agency”), the City of Richmond, a municipal corporation (“City”), the San Francisco Bay Area Rapid Transit District, a rapid transit district (“BART”), and Pacific West Communities, Inc., an Idaho corporation (the “Phase Two Developer”, as assignee of Richmond Transit, LLC and Pacific West Builders, Inc.). The Successor Agency, the City, BART, and the Phase Two Developer are collectively referred to herein as the “Parties.”

RECITALS
A. The Richmond Redevelopment Agency (the “Former Agency”), BART and Richmond Transit LLC (the “Original Developer”) entered into that certain Disposition and Development Agreement (as subsequently amended, the “DDA”) dated as of April 11, 2002, for the development of Phase One and Phase Two of the Transit Village commonly referred to as MetroWalk.

B. As of February 1, 2012, the Former Agency was dissolved pursuant to California Health & Safety Code Section 34172. In accordance with California Health & Safety Code Section 34173(d)(3), the City agreed to serve as the successor agency to the Former Agency. In accordance with California Health & Safety Code Section 34175(b) all property and assets of the Former Agency were transferred to the City in its capacity as successor agency to the Former Agency.

C. Phase One of the Transit Village and portions of Phase Two have been completed.

D. The DDA has been extended by those certain extension letters by and among the Parties with the latest extension dated as of May 30, 2023, extending the Outside Date for Phase Two to October 31, 2023.

E. The rights and obligations of the Original Developer pertaining to Phase Two of the Transit Village were previously assigned to the Phase Two Developer.

F. The Parties wish to amend the DDA to, among other things, revise the Scope of Development for Phase Two to provide for the construction of a total of approximately 520 units of market-rate and affordable housing on the Phase Two Residential/Retail Property, as more particularly described in the Scope of Development (the “Phase Two Project”), and to revise the Schedule of Performance for the development of Phase Two to provide for construction in three subphases with approximately 150 residential units in the first subphase, approximately 150 residential units in the second subphase, and approximately 220 residential units in the third subphase.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Parties. With respect to actions and obligations related to the Phase Two Project, references in the DDA to the “Agency” shall mean the Successor Agency, and references to the “Developer” shall mean the Phase Two Developer. The City of Richmond, a municipal 285
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corporation (acting in such municipal capacity as distinguished from its capacity as the Successor Agency) is hereby added as a party to the DDA,

2. Definitions. Unless otherwise defined herein, capitalized terms used in this Twelfth Amendment shall have the meaning ascribed to such terms in Section 100 Article 1 of the DDA. The following definitions are added or amended as follows:
a. “Actual Household Size” shall mean the actual number of persons in the applicable household.
b. “Adjusted Income” shall mean the total anticipated annual income of all persons in a household, as calculated in accordance with 25 California Code of Regulations Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar method of calculation of adjusted income. In the event that no such program exists, the City shall provide the Developer with a reasonably similar method of calculation of adjusted income as provided in said Section 6914.
c. “Affordability Period” means for each Subarea Project, a period of fiftyfive (55) years commencing on the date a certificate of occupancy is issued for that Subarea Project.
d. “Affordable Units” means the Residential Units in the Phase Two Project designated as affordable for Very-Low Income, Low-Income and Extremely Low-Income Households.
e. “Assumed Household Size” shall mean for any development that is financed with federal low-income housing tax credits, the assumed household size used by the California Tax Credit Allocation Committee for each applicable unit size, and for any development that is not so financed, shall be determined in accordance with Health and Safety Code Section 50052.5(h).
f. “City” means the City of Richmond, a municipal corporation. g. “Closing” means the close of escrow for Conveyance of the Subarea 1 Parcel, the Subarea 2 Parcel, and the Subarea 3 Parcel, as applicable. h. “Conveyance” means the disposition by sale or Ground Lease, as applicable, of the Subarea 1 Parcel, the Subarea 2 Parcel, or the Subarea 3 Parcel by the City to the applicable developer.
i. “Ground Lease” means the ground lease to be executed by City as lessor and the applicable developer as lessee for development of the Subarea 1 Parcel, the Subarea 2 Parcel, and/or the Subarea 3 Parcel, as applicable.
j. “Low-Income Household” shall mean a household with an Adjusted Income that does not exceed the qualifying limits for lower income households, adjusted for Actual Household Size, as established and amended from time to time pursuant to Section 8 of 286
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the United States Housing Act of 1937, and as published by the State of California Department of Housing and Community Development (“HCD”).
k. “Low-Income Rent” means that the Rent charged to tenants of the residential units restricted for occupancy by Low-Income Households shall not exceed onetwelfth (1/12th) of thirty percent (30%) of sixty percent (60%) of Median Income, adjusted for Assumed Household Size.
l. “Median Income” shall mean the median gross yearly income adjusted for Actual Household Size in the County of Contra Costa, California, as annually estimated by the United States Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937 and published by U.S. Department of Housing and Urban Development (“HUD”) and HCD. In the event that such income determinations are no longer published or are not updated for a period of at least eighteen (18) months, the City shall provide the Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD and HCD. m. “Parties” means the Successor Agency, the City, BART, and the Phase Two Developer.
n. “Phase Two Developer” means Pacific West Communities, Inc. o. “Phase Two Project” means the approximately five hundred twenty (520) units of market-rate and affordable multi-family housing to be developed in three phases on the Subarea 1 Parcel, the Subarea 2 Parcel, and the Subarea 3 Parcel. p. “Subarea 1 Parcel” means the approximately one and two tenths (1.2) acre portion of the Phase Two Residential/Retail Property currently owned by the City, and generally located along 19th Street to Macdonald Avenue, as more particularly depicted in the Site Plan attached as Attachment C.
q. “Subarea 2 Parcel” means the approximately two (2.0) acre portion of the Phase Two Residential/Retail Property currently owned by BART, and generally located along Nevin Avenue and 19th Street, as more particularly depicted in the Site Plan attached as Attachment C.
r. “Subarea 3 Parcel” means the approximately two (2.0) acre portion of the Phase Two Residential/Retail Property currently owned by BART, and generally located along Barrett Avenue and 18th Street, as more particularly depicted in the Site Plan attached as Attachment C.
s. “Subarea 1 Project” means the multifamily residential development containing approximately one hundred fifty (150) units affordable to Low-Income Households, composed of studios, one-bedroom, two-bedroom and three-bedroom units, to be developed on the Subarea 1 Parcel in the first phase, as more particularly described in the Scope of Development.
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t. “Subarea 2 Project” means the residential development containing approximately one hundred fifty (150) units to be developed on the Subarea 2 Parcel in the second subphase.
u. “Subarea 3 Project” means the residential development containing approximately two hundred twenty (220) units to be developed on the Subarea 3 Parcel in the third subphase.
v. “Rent” means the total monthly payments by the tenant of an Affordable Unit for the following: use and occupancy of the unit and land and associated facilities; any separately charged fees or service charges which are customarily charged in rental housing and required of all tenants, other than security deposits; an allowance for the cost of an adequate level of service for utilities paid by the tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV; and any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity, and paid by the tenant. w. “Very Low-Income Rent” means that the Rent charged to tenants of the residential units restricted for occupancy by Very Low-Income households shall not exceed onetwelfth (1/12th) of thirty percent (30%) of fifty percent (50%) of Median Income, adjusted for Assumed Household Size.

3. Scope of Development - Phase Two Residential/Retail Property. Section 201.4 (Phase Two Residential/Retail Property) is hereby amended in its entirety to read as follows:

A. SUBAREA 1
(a) The City shall ground lease the City-owned parcel identified as “Subarea 1” to Phase 2 Developer or an affiliated entity controlled by Phase 2 Developer for development of the Subarea 1 Project pursuant to a Ground Lease in form approved by City and Phase 2 Developer and that includes without limitation, the following terms:
(i) The term of the Ground Lease shall be 99 years.
(ii) Commencement of the Ground Lease will be
contingent upon satisfaction of specified conditions precedent, including without limitation, City Building Department approval of construction plans for the Subarea 1 Project, the issuance of permits or a permit-ready letter for the Subarea 1 Project, and the close of construction financing for the Subarea 1 Project. Additional conditions shall be set forth in the Ground Lease.
(iii) The annual base rent payable shall be $1.00 per year. At such time that the Successor Agency Development Loan (defined below) is fully paid off, annual base rent shall increase to be the amount equal to 50% of surplus cash generated by the Subarea 1 Project. As more particularly described in the Ground Lease “Surplus Cash” shall mean Subarea 1 288
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Project cash flow remaining after payment of operating expenses and required debt service, and the funding of required reserves. The aggregate amount of base rent payable over the life of the Ground Lease shall be capped at the current appraised fair market value of the land increasing over the life of the Ground Lease at a rate equal to the Applicable Federal Rate in effect at commencement of the term of the Ground Lease. (iv) The Subarea 1 Parcel shall be developed as a 150-unit multi-family residential rental project that will include at least 75 apartments restricted for occupancy by households whose income is not greater than 60% of Median Income (“Low-Income Units”), an additional 36 apartments restricted for occupancy by households whose income is not greater than 50% of Median Income (“Very Low-Income Units”), and an additional 38 apartments restricted for occupancy by households whose income is not greater than 30% of Median Income (“Extremely LowIncome Units”). (v) Rent payable by tenants for the Low-Income Units
shall not exceed one-twelfth times 30% times 60% of Median Income; Rent payable by tenants for the Very Low-Income Units shall not exceed onetwelfth times 30% times 50% of Median Income; and Rent payable by tenants for the Extremely Low-Income Units shall not exceed one-twelfth times 30% time 30% of Median Income.
(vi) Supportive social services, including educational, health and wellness, skill-building and other services as more particularly described in the Ground Lease shall be made available to residents of the Subarea 1 Project.
(b) City and Phase Two Developer shall cooperate in good faith to seek funding to (i) subsidize rents for the Extremely Low-Income Units, (ii) support the provision of social services for the residents, and (iii) collaborate with the County of Contra Costa’s Coordinated Entry Program to obtain referrals of unhoused persons for occupancy of the Extremely Low-Income Units. In addition, the Successor Agency shall provide a grant in the amount of up to $1,674,000 (“Successor Agency Grant”) using funds approved as an enforceable obligation on the Successor Agency’s Recognized Obligation Payment Schedule (“ROPS”). The Successor Agency Grant will be used to fund a reserve to provide social services to formerly unhoused residents and rent subsidies for the Extremely LowIncome Units. The Parties acknowledge that in the aggregate, the sum of the Successor Agency Grant and the Successor Agency Development Loan (defined below) does not exceed the amount of funding approved to be provided pursuant to the original DDA and previously confirmed as an enforceable obligation on the Successor Agency’s ROPS.
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(c) Notwithstanding any contrary provision hereof, to the extent permitted by applicable law, maximum rent and maximum household income limits for Extremely Low-Income Units and Low-Income Units (each as defined in Section 3(A)(iv) above), may be determined using California Tax Credit Allocation Committee rules and regulations. (d) The Successor Agency shall provide a loan to support construction of the Subarea 1 Project in the amount of $2,187,000 (“Successor Agency Development Loan”) using funds approved as an enforceable obligation on the Successor Agency’s ROPS. The obligation to repay the Successor Agency Development Loan shall be evidenced by a promissory note secured by a deed of trust recorded against the Phase 2 Developer’s leasehold interest in the Subarea 1 Parcel. The note shall bear 3% simple annual interest, shall be payable from 50% of Surplus Cash, and shall have a 55 year term. The Parties acknowledge that the original DDA provided that the former Redevelopment Agency would provide development financing in the form of a no-interest, forgivable loan. In contrast, the Parties acknowledge that payments the Successor Agency receives under the Successor Agency Development Loan shall be used to pay Successor Agency enforceable obligations approved on the ROPS or shall be passed through to the affected taxing entities pro rata in accordance with their respective shares of the property tax base.
(e) Phase Two Developer shall be permitted to apply for an allocation of low income housing tax credits for the Subarea 1 Project in up to six (6) consecutive California Tax Credit Allocation Committee (CTCAC) funding application cycles, and shall be permitted to apply for funding from the Affordable Housing and Sustainable Communities (AHSC) program in up to two (2) consecutive AHSC funding application cycles. If Phase Two Developer is unable to obtain financing commitments sufficient to finance the Subarea 1 Project by June 30, 2026, Phase Two Developer’s rights under the DDA shall terminate, and City shall be entitled to seek another developer for Subarea 1 who shall succeed to Phase Two Developer’s rights under the DDA with respect to the development of Subarea 1.

B. SUBAREA 2 AND SUBAREA 3
(a) BART agrees to convey Subarea 2 and Subarea 3 to City by Grant Deed substantially in the form attached hereto as Attachment E within 30 days following the full execution of the Twelfth Amendment to the DDA following approval of such amendment by the governing boards of each of the Parties, the Contra Costa County Oversight Board, and the California Department of Finance. Immediately subsequent to such conveyance, the City shall convey an access easement to BART as described in Attachment F.
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(b) City shall conduct a competitive process to select one or more developers for Subarea 2 and Subarea 3. Phase 2 Developer shall be permitted to participate as an applicant in such process. (c) If Phase 2 Developer is not selected to develop Subarea 2 or Subarea 3, City shall require the selected developer(s) to reimburse costs incurred as of February 28, 2023 by Phase 2 Developer for due diligence, DDA drafting, engineering, and architectural work benefitting Subarea 2 and Subarea 3 in the amount not to exceed $140,000 as documented in an accounting and supporting documentation submitted by Phase 2 Developer and approved by City. The selected Subarea 2 and Subarea 3 developers shall be required to pay their allocated share of such reimbursement on the date they enter into a disposition or ground lease agreement(s) with the City and/or Successor Agency.
(d) In the aggregate Subarea 2 and Subarea 3 shall be developed with 370 residential units that may include a combination of multifamily rental units and ownership units. At a minimum, Subarea 2 and Subarea 3 shall in the aggregate provide a minimum of 59 units that will be provided at affordable rent or affordable sales prices to households whose income does not exceed 60% of Median Income, and one-half of such units shall be provided at affordable rent or affordable sales prices to households whose income does not exceed 50% of Median Income.
(e) The description of the scope of development for Subarea 2 and Subarea 3 set forth in this Section shall supersede any contrary description of such scope of development set forth elsewhere in the DDA.

Notwithstanding anything to contrary set forth herein, the City shall retain discretion to include additional elements in the scope of development for Subarea 2 and Subarea 3.

C. BART Approval.

BART’S written approval will be required if there is a reduction in the number of residential units of more than fifteen percent (15%) for either the Subarea 2 Project or the Subarea 3 Project or more than ten percent (10%) for the overall Phase Two Project.

3.1 Acknowledgement of Completion. The Parties each hereby acknowledge that development of the Phase One improvements, including without limitation, the construction and installation of the Platform, the Parking Structure, and the Western Nevin Avenue Improvements, has been completed.

4. Schedule of Performance. The definition of Schedule of Performance is deleted in its entirety and replaced with the following:
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a. “Schedule of Performance” means as the context requires (i) the Schedule of Performance for Phase One attached hereto as Attachment No. 5 and incorporated herein, and (ii) the Schedule of Performance for the Subarea 1 Project attached to the Twelfth Amendment as Attachment A-1 and the Schedule of Performance for the Subarea 2 Project and the Subarea 3 Project attached to the Twelfth Amendment as Attachment A-2, each incorporated herein, and which shall supersede all references to Phase Two that appear in the Schedule of Performance for Phase One. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing among the Developer and the City.

5. Scope of Development. The definition of Scope of Development is deleted in its entirety and replaced with the following:
a. “Scope of Development” means the Scope of Development for Phase One attached hereto as Attachment No. 6, and the Scope of Development for Phase Two described in Sections 201.4 (A)(iv) and 201.4(B)(d). Any reference to the Phase Two Residential/Retail Property site or Phase Two Developer Improvements contained in the Scope of Development for Phase One are superseded by the terms of the Scope of Development for Phase Two.

6. Section 200. (CONVEYANCE OF THE SITE) of the DDA is hereby amended to add the following new subsection:
201.7. Pursuant to the BART Act, California Public Utilities Code Section 29031, BART will continue to have use of the area identified in Attachment G where BART intends to replace portions of the existing six-foot wrought iron fence with an eight-foot cinder block concrete masonry unit wall for added security to the adjacent BART electrical substation.

7. Conditions Precedent to Closing for Phase Two Residential/Retail Property Conveyance. Section 205.3 is replaced in its entirety by the following:

The obligation of the City to proceed with the Closing of the Conveyance of the Subarea 1 Parcel is subject to the Phase Two Developer’s satisfaction or the City’s written waiver of all of the following conditions precedent to closing: (i) no uncured default on the part of Phase Two Developer under the DDA or any related document pertaining to the Subarea 1 Project shall have occurred and be continuing; (ii) all representations and warranties of Phase Two Developer set forth in the DDA or related documents shall be true and correct; (iii) Phase Two Developer shall have executed all documents pertaining to development of the Subarea 1 Project, including without limitation, the Ground Lease, the Regulatory Agreement, and all applicable City or Successor Agency loan and grant documents; (iv) all documents the City or Successor Agency require to be recorded against the Subarea 1 Parcel, including without limitation, a Memorandum of the Ground Lease, 292
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the Regulatory Agreement, and a leasehold deed of trust, shall have been executed and acknowledged by Phase Two Developer and deposited into escrow; (v) Phase Two Developer shall have obtained all land use approvals and entitlements required for development of the Subarea 1 Project, (vi) Phase Two Developer shall have provided to City proof of insurance consistent with City requirements; (vii) Phase Two Developer shall have provided and City shall have approved a financing plan for the Subarea 1 Project, including development and operating proformas showing all sources and uses; (viii) Phase Two Developer shall have obtained and City shall have approved all sources for construction and permanent financing for the Subarea 1 Project, and such construction financing shall be ready to close and fund concurrently with commencement of the Ground Lease; (ix) the City Building Department shall have approved the construction plans for development of the Subarea 1 Project; (x) Phase Two Developer shall have provided, and City shall have approved all due diligence items reasonably required by City, including without limitation, corporate and partnership documents and agreements, good standing certificates, and environmental reports; (xi) Phase Two Developer shall have obtained all permits required for construction of the Subarea 1 Project or a permit-ready letter; (xii) City shall have obtained commitments for owner’s and lender’s policies of title insurance in such form as City may reasonably require.

8. Cultural Arts Facility. Section 301.6 Cultural Arts Facility is deleted in its entirety and is replaced with “Reserved”.

9. Phase Two Improvements. Section 301.8 East Side Residential Units and Retail Space (Phase Two Improvements) shall be deleted in its entirety and replaced with the following:
301.8. Phase Two Improvements. The Phase Two Improvements will consist of approximately 520 units of market-rate and affordable housing to be developed in three phases on the Subarea 1 Parcel, the Subarea 2 Parcel and the Subarea 3 Parcel in accordance with approved plans, the Scope of Development as described in Section 201.4 (A)(iv) and Section 201.4(B)(d), and the Schedule of Performance.

10. Assessment District. Section 303.4 Assessment District is deleted in its entirety.

11. Approval of Financing. Section 311.1 Approval of Financing is amended to provide that each reference to “Agency and BART” shall mean a reference to “Agency and City.”

12. Phase Two Development Loan. The first paragraph of Section 311.6 (Phase Two Development Loan) is deleted in its entirety and replaced with the following:

Section 311.6. Successor Agency Development Loan and Grant. The Successor Agency agrees to provide financing in the amount of Three Million Eight Hundred Sixty-One Thousand Dollars ($3,861,000) as follows: (i) $2,187,000 shall be provided as the Successor Agency Development Loan to 293
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support construction of the Subarea 1 Project in accordance with Section 201.4(A)(d) above, and (ii) $1,674,000 shall be provided as the Successor Agency Grant to fund a reserve to subsidize rents and social services for the Subarea 1 Project in accordance with Section 201.4(A)(b) above. The Parties acknowledge that (i) in the aggregate, the sum of the Successor Agency Grant and the Successor Agency Development Loan does not exceed the amount of funding approved to be provided pursuant to the original DDA and previously confirmed as an enforceable obligation on the Successor Agency’s ROPS, and (ii) the Successor Agency Development Loan will be repayable from surplus cash generated by the Subarea 1 Project and therefore will generate revenue for the Successor Agency and the taxing entities in contrast to the original DDA which provided that the loans to be provided by the former Redevelopment Agency would be structured as no-interest forgivable loans.

13. Section 403. The title of Section 403 shall be renamed “Provision of Affordable Housing.”

14. Number of Affordable Units. Section 403.1 shall be deleted and replaced with the following:
403.1 Affordable Units. The Affordable Units in the Phase Two Project shall be as follows:
(a) The Subarea 1 Project shall provide affordable rental units as described in Section 201.4(A)(a)(iv) above.
(b) The Subarea 2 and Subarea 3 Projects will provide affordable residential units in accordance with Section 201.4(B)(d) above. (c) Recorded Restrictions. The rent and occupancy restrictions applicable to the Subarea I Project, the Subarea 2 Project and the Subarea 3 Project shall be set forth in one or more Affordable Housing Regulatory Agreements with Declaration of Restrictive Covenants (“Regulatory Agreements”) executed by and between City and the applicable developer and recorded against the applicable parcels senior to all deeds of trust or similar liens. The Regulatory Agreements shall not be subordinated to any deed of trust or similar lien recorded against the applicable parcels. The Regulatory Agreements shall set forth the affordability restrictions that apply to each parcel pursuant to the California Surplus Land Act (Government Code Section 54220 et seq.), SB 35 (Government Code Section 65913.4), and State Density Bonus Law (Government Code Section 65915 et seq.), as applicable. (d) Tenant Services. The City will require social services to be made available to residents of the Subarea 1 Project as described in the Ground Lease and the Subarea 1 Regulatory Agreement. Resident social services required to be provided for the Subarea 2 Project and the Subarea 3 294
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Project will be described in the Regulatory Agreement applicable to the Subarea 2 Parcel and the Subarea 3 Parcel.

15. Selection of Tenants. Section 403.3 shall be deleted in its entirety and placed with the following:

Section 403.3. Selection of Tenants. The developer of Subarea 1, Subarea 2, and Subarea 3 shall each be responsible for the selection of the tenants in compliance with the criteria set forth in Section 403.4 of this Agreement.

Each developer shall develop a procedure for selection of tenants, which, upon approval by Agency, shall be implemented by the developer.

16. Income of Tenants. Section 403.4 shall be deleted in its entirety and placed with the following:

Section 403.4. Income of Tenants. Prior to the leasing or any Affordable Unit, the developer of the applicable Subarea shall submit to City a completed income computation and certification form, in such form as may be provided by City. Gross income shall be determined in accordance with Health and Safety Code for the appropriate household income level targeted for the Affordable Unit. The developer shall obtain a certification from each tenant leasing an Affordable Unit demonstrating that such tenant meets the eligibility requirements established for the Affordable Unit. The developer shall verify the income certification of the proposed tenant as set forth below.

The developer of each Subarea shall verify the income of each proposed tenant of the Affordable Units by at least one of the following methods as appropriate to the proposed tenant:
(1) obtain two (2) paycheck stubs from the person's two (2) most recent pay periods.
(2) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed.
(3) obtain an income verification certification from the employer of the person.
(4) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies.
(5) obtain an alternate form of income verification reasonably requested by Agency, if none of the above forms of verification is available to the Phase Two Developer.

17. Deletion of Sections; Additional Modifications.
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17.1 Section 404 and Section 405 are deleted in their entirety. The Parties acknowledge that the deletion of Section 404 will result in a reduction in the Successor Agency’s financing obligation in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000).

17.2 The Parties agree that the following additional modifications are hereby made to the DDA:
(a) The Grant Deed attached as Attachment 3 to the DDA is hereby deleted.

Conveyance of Subarea Parcel 1 shall be accomplished pursuant to a Ground Lease consistent with the terms described above, and conveyance of Subarea Parcel 2 and Subarea Parcel 3 shall be accomplished by either ground leases executed by the City and the applicable developer or by grant deeds executed by the City, as applicable. (b) The Certificate of Completion attached as Attachment 7 to the DDA is hereby deleted and shall be replaced by a certificate of completion to be executed by the City.
(c) The Promissory Notes attached as Attachments 9 and 11 to the DDA are hereby deleted and shall be replaced by a promissory note payable by Phase Two Developer to the City consistent with the terms described in Section 3.A(d) above. (d) Notwithstanding any contrary provision of the DDA, Phase Two Developer shall be responsible for payment of all closing costs related to the conveyance of any parcel conveyed or leased to Phase Two Developer, including without limitation, premiums for all title insurance policies required by Phase Two Developer or City, all escrow charges, and all applicable transfer taxes. In addition, by not later than closing for commencement of the Subarea 1 Ground Lease, Phase Two Developer shall reimburse City for its attorneys’ fees and costs incurred in connection with the amendment of the DDA, the preparation of all documents relating to the conveyance or financing of the Subarea 1 Project, including without limitation, the Ground Lease and loan and grant documents, the review of corporate and partnership documents, the review of due diligence items, and the closing for the conveyance of the Subarea 1 Parcel. (e) Section 208.6 of the DDA is hereby modified to provide that each reference to “Agency and BART” shall mean a reference to “City, Agency, and BART” and each reference to “Agency or BART” shall mean a reference to “Agency, BART or City.”
(f) Section 505 of the DDA is hereby modified to provide that each reference to “Agency” shall mean a reference to “City.”
(g) Section 512 of the DDA is hereby modified to provide that each reference to “Agency” shall mean a reference to “City.”
(h) Section 603.5 of the DDA is hereby modified to provide that each reference to “Agency” shall mean a reference to “Agency and City.” 296
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(i) Section 603.6 of the DDA is hereby modified to provide that each reference to “Agency” shall mean a reference to “Agency and City.” (j) Section 604 of the DDA is hereby modified to provide that each reference to “Agency, BART and the Developer” shall mean a reference to “City, Agency, BART, and Developer.”

18. Notices. Section 601. Notices, Demands and Communications Between the Parties is amended to revise the notice information with the following:

To City: City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Attention: City Manager
To Successor Agency:

Successor Agency to the former Richmond Redevelopment Agency c/o City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Attention: City Manager
To Developer: Pacific West Communities, Inc. 430 E. State Street, Suite 100 Eagle, ID 83616
Attention: Caleb Roope
To BART: San Francisco Bay Area Rapid Transit District
2150 Webster Street, 9th Floor
Oakland, CA 94612
Attention: Director of Real Estate & Property Development

19. Prohibited Transfers. Section 603.1 (Prohibition) shall be deleted in its entity and replaced with the following:

Section 603.1. Prohibition. The qualifications and identity of the Developer and Phase Two Developer are of particular concern to the City, Agency and BART. It is because of those qualifications and identity that the Parties have entered into this Agreement with the Developer and Phase Two Developer.

Accordingly, for the period commencing upon the date of this Agreement and until the issuance of the Certificate of Completion for the Subarea 1 Project (a) no voluntary or involuntary successor in interest of the Developer or Phase Two Developer shall acquire any rights or powers under this Agreement, (b) nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Phase One Residential/Retail Property, (c) nor shall the Phase Two Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Phase Two 297
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Residential/Retail Property or part thereof, or the Improvements thereon, (d) nor shall there be a change in the managing member of the Phase Two Developer from Pacific West Communities, Inc. (collectively referred to herein as a “Transfer”), without the prior written approval of the City, except as expressly set forth herein.

20. Indemnity. In addition to the indemnity provisions set forth in the DDA, Phase Two Developer shall indemnify, defend, and hold the City, the Agency, and BART, and their respective representatives, directors, officers, officials, employees and agents harmless from and against any and all claims, demands, damages, defense costs, expenses (including without limitation, attorneys’ fees) or liability of any kind or nature arising from any violation of applicable local, State, or federal law relating to the development, operation, or management of the Subarea 1 Project by Phase Two Developer, its employees, agents, contractors, and affiliated entities.

21. No Other Changes. Except as provided in this Twelfth Amendment, all terms and conditions of the DDA, as previously amended, shall continue in full force and effect. Only those provisions of the DDA specifically amended herein shall be affected by this Twelfth Amendment.

22. Further Assurances. The Parties each agree to execute such additional documents as may be necessary to implement the intent of this Twelfth Amendment.

23. Counterparts. This Twelfth Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

24. Exhibits. The following exhibits are attached hereto and incorporated herein:

Attachment A-1 Schedule of Performance – Subarea 1
Attachment A-2 Schedule of Performance - Subareas 2 and 3 Attachment C Site Plan
Attachment E Grant Deed [BART to City]
Attachment F Easement Deed [City to BART]\
Attachment G BART Act Use Area
[SIGNATURES ON THE FOLLOWING PAGE.]
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IN WITNESS WHEREOF, the Parties have executed this Twelfth Amendment as of the date first written above.

ATTESTED:

By:

City Clerk
CITY:

CITY OF RICHMOND, a municipal
corporation
By:

Its:

APPROVED AS TO FORM:

By:

SUCCESSOR AGENCY:

By:

Its:

DEVELOPER:

PACIFIC WEST COMMUNITIES, INC.

By:

Its:

APPROVED AS TO FORM:

By:

Office of the General Counsel

SAN FRANCISCO BAY AREA RAPID
TRANSIT DISTRICT, a rapid transit district
Office of the General Counsel
By:

Its:
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Attachment A-1

SCHEDULE OF PERFORMANCE
SUBAREA 1 PROJECT
Project Milestones Anticipated Date
Phase 1 report 2/9/2021
Phase 2 report N/A
Soils Report 6/24/2021
NOI for Tribes Completed 2/15/2022
AHSC Conditional Award Date 9/1/2023
DDA Amendment submitted to
Oversight Board and DOF 9/30/2023
SB 35/City Entitlement Application 10/15/2023
Construction Drawings Submittal 4/15/2024
CDLAC/TCAC application Q2-2024
CDLAC award Q3-2024
TCAC Allocation Award Q3-2024
Equity Commitment Q3-2024
Construction and Permanent
Financing Commitments Q3-2024
Building Permits Q1-2025
Construction loan closing Q1-2025
Construction Start Q1-2025
Construction Complete Q1-2027
Stabilized Occupancy Q2-2027
Conversion to Permanent Loan Q3-2027
300
4856
-4266-4296 v7A-1-2
301
4856-4266-4296 v7 A-2-1
Attachment A-2

SCHEDULE OF PERFORMANCE
SUBAREA 2 PROJECT AND SUBAREA 3 PROJECT
Milestone Anticipated Date (subject to modification)
Subarea 2 Parcel and Subarea 3 Parcel Q4 2023
conveyed to City
City issues RFQ for Subarea 2 Q2 2024
Developer selected for Subarea 2 Q4 2024
Subarea 2 Project construction commences Q2 2026
Subarea 2 Project completed Q4 2028
City issues RFQ for Subarea 3 Q2 2024
Developer selected for Subarea 3 Q4 2024
Subarea 3 Project construction commences Q2 2026
Subarea 3 Project completed Q2 2028
302
4856-4266-4296 v7 C-1
Attachment C

SITE PLAN
[Attach site plan for Subareas 1, 2, and 3]
303
4856-4266-4296 v7 E-1
Attachment E
GRANT DEED WITH LEGAL DESCRIPTION AND PLAT MAP – PHASE 2 PROPERTY TO BE CONVEYED BY BART TO CITY’
(To be recorded within thirty (30) days after full execution of Twelfth Amendment to DDA.) 304
4856-4266-4296 v7 E-2

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL DOCUMENT
AND TAX STATEMENTS TO:

CITY OF RICHMOND
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804
Attn: Lena Velasco, Community
Development Director

SPACE ABOVE THIS LINE FOR RECORDER'S USE
The undersigned grantee hereby declares: This instrument is exempt from Recording Fees (Govt. Code §27383) and from Documentary Transfer Tax (Rev. and Taxation Code §11922).

GOVERNMENT AGENCY ACQUIRING TITLE
APNs: portion 514-151-005,
514-140-012 through 018, & 514-140-027
O-R901-X1 (BART Parcel Nos.

O-RE41X - O-RE44X, O-R863X - O-R868X,
O-R875X - O-R900X, & portion of O-R901X)

GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district ("Grantor') does hereby grant to the CITY OF RICHMOND, a municipal corporation ("Grantee"), the following real property in the City of Richmond, County of Contra Costa, and State of California:

Fee title absolute for the real property described on Exhibit "A" and as shown on Exhibit "B" attached hereto and made a part hereof.

IN WITNESS WHEREOF, the hand of

SAN FRANCISCO BAY AREA RAPID
TRANSIT DISTRICT President of the Board,
and District Secretary and its seal,
this ________________ day of
___________________, 2023.

GRANTOR:

SAN FRANCISCO BAY AREA RAPID

TRANSIT DISTRICT (BART)
By:

Name: Janice Li
Title: President of the Board
By:

Name: April B. A. Quintanilla
Title: Acting District Secretary
BART, Grantor Grant Deed
Richmond Transit Village/Metro Walk II Page 1
APNs: 514-140-012 through 018, 514-140-027, & portion of 514-151-005 305
4856-4266-4296 v7 E-3

ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
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 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.

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated _____________, 20__, from San Francisco Bay Area Rapid Transit District, a rapid transit district to the City of Richmond, a municipal corporation (“City”), is hereby accepted by the undersigned officer or agent on behalf of the City pursuant to authority conferred by Resolution No. ______________, dated ________________, 20____, and the City consents to recordation thereof by its duly authorized officer.

Date: ____________________, 20__ “City”
CITY OF Richmond, a municipal
corporation
_
Kinshasa Curl, City Manager
State of California )
) ss
County of _________ )
On , 20__, before me, __________________________________________, (Name of Notary)
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 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.

EASEMENT DEED, LEGAL DESCRIPTION AND PLAT MAP OF BART ACCESS

EASEMENT WITHIN AREA DESCRIBED IN ATTACHMENT E
(to be recorded immediately after recordation of deed described in Attachment E) 316
4856-4266-4296 v7 F-2

RECORDING REQUESTED BY
AND
WHEN RECORDED RETURN TO:

San Francisco Bay Area
Rapid Transit District
2150 Webster Street, 9th Floor
Oakland, CA 94612
Attention: Director of Real Estate
SPACE ABOVE THIS LINE FOR RECORDER’S USE
The undersigned grantee hereby declares this to be exempt from Recording Fees (Govt. Code §27383) instrument and Documentary Transfer Tax (Revenue and Taxation Code §11922).

For valuable consideration, the CITY OF RICHMOND, a municipal corporation (“Grantor”), does hereby grant to the SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district (“Grantee”), a permanent non-exclusive access easement (the “Access Easement”) and incidents thereto, for the purpose of ingress and egress on, over, across, and through the real property in the City of Richmond, County of Contra Costa, State of California, more particularly described on Exhibit “A”, attached hereto.

Nothing contained in this Agreement shall, or shall be deemed to, constitute a gift or dedication of any land to the general public or for the benefit of the general public or for any public purpose whatsoever, it being the intention that this deed will be strictly limited to and for the purposes expressed herein.

Grantor shall have the right, at Grantor’s sole cost and expense, to relocate the Access Easement, provided that (i) Grantor provides Grantee with at least One Hundred Twenty (120) days written notice of any such relocation, (ii) Grantee approves of the relocation of the Access Easement, which shall not be unreasonably withheld, and (iii) the relocation shall not interfere with or prohibit in any way Grantee’s access to the electrical substation on Grantee’s property.

The location of such Access Easement is described on Exhibit “B” attached hereto and made a part hereof.

CITY OF RICHMOND
By:

Kinshasa Curl, City Manager
Dated this _______day of ___________, 20____
APN No. 514-151-005 O-R901-2E

ACCESS EASEMENT
DEED
317
4856-4266-4296 v7 F-3
State of California )
) ss
County of _________ )
On , 20__, before me, __________________________________________, (Name of Notary)
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 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 Signature)
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.
318
F-4
319
F-5
320
F-6
321
F-7
322
4856-4266-4296 v7 F-8
CERTIFICATE OF ACCEPTANCE, GOVERNMENT CODE, SEC. 27281
This is to certify that the interest in real property conveyed by the foregoing deed or grant to the San Francisco Bay Area Rapid Transit District is hereby accepted by the undersigned on behalf of the San Francisco Bay Area Rapid Transit District pursuant to authority conferred by resolution of the Board of Directors of the San Francisco Bay Area Rapid Transit District entitled “In The Matter of Authorizing Acceptance of Deeds and Grants,” bearing No. 291, adopted on October 24, 1963, and the grantee consents to recordation thereof.

Dated this ____ day of _____________________, 20__
Recommended for Acceptance:

By:

Name:

Accepted:

San Francisco Bay Area Rapid Transit District
By:

Abigail Thorne-Lyman, Director
Real Estate and Property Development
Department
323
4856-4266-4296 v7 G-1

ATTACHMENT G

BART ACT USE AREA
324
4856
-4266-4296 v7G-2
325
PROPOSED METROWALK AMENDMENT #12
September 15, 2023
9/15/2023 12:12 PM
Issue Original DDA (2002) Proposed Amendment (~Oct. 2023) New Benefits to City & Community
Land Conveyance BART to Agency (or to Developer
if directed). City owns Subarea 1.

BART conveys Subareas 2 and 3 to City.

BART retains ability to install wall near
electrical substation; BART obtains access
easement.

Facilitates Surplus Land Act
(SLA) compliance; future
Request for Proposal (RFP)
process provides flexibility.

Land Disposition
Method
Sale of all land to Developer. 99-year Ground Lease for Subarea 1 to Pacific West Communities.

City to issue RFP for future Subareas 2 and 3
phases.

Ground lease provides 99-year
control and retains City
ownership of the site to
maintain affordability.

Land Purchase Price Developer signs no-interest
forgivable note for $900,655.

Ground lease at $1 per year, increasing to
equivalent of 50 percent of annual residual
receipts when Development Loan is repaid.

Increased revenue.

Scope Cultural arts facility, retail,
townhomes over 3 phases with 50
percent sold to moderate-income.

Subarea 1 - 150 affordable units. City and
Developer to use best efforts to secure rent
subsidy and social services funding for
coordinated entry units.

Subareas 2 and 3 - 370 units including at
least 59 affordable units to meet aggregate
SLA requirements. Scope to be determined
by future RFP process.

Change in scope is consistent
with prior proposed
amendment; RFP process
provides flexibility to assure
best development scope, most
appropriate affordable housing
income targeting Subareas 2
and 3 developments.
326
PROPOSED METROWALK AMENDMENT #12
September 15, 2023
9/15/2023 12:12 PM
Issue Original DDA (2002) Proposed Amendment (~Oct. 2023) New Benefits to City & Community
Successor Agency
Development Loan
$3.8 million in Recognized
Obligation Payment Schedule
(ROPS) funding, allocated among
Subareas.

No interest, unsecured, forgivable
loan.
$2.187 million for subarea 1; potential for up
to additional $1.67 million grant for
supportive housing subsidy reserve.

Residual receipts loan secured by leasehold
deed of trust, 3 percent annual interest.

Completes the Recognized
Obligation Payment Schedule
(ROPS) obligation earlier if all
funds distributed for Subarea 1;
facilitates provision of
supportive housing.

Increased revenue, security
interest. Revenue is distributed
to taxing entities (including
City).

Assessment district Agency and Developer to ask City
to form assessment district for
parks, etc.

Omitted, consistent with prior proposed
amendment.

Successor Agency
Homebuyer Loans
$2.5 million; homebuyers pay 1
percent of sales price to Agency
over 20 year period
Omitted, consistent with prior proposed
amendment.

ROPS reduction yields more
funds for taxing entities
(including City); repayments
would have required Successor
Agency monitoring over 20
year term and would have been
made to Successor Agency and
distributed to taxing entities.

Additional payment by
Developer
Developer to pay 75 percent of net
sale proceeds within 60 days
following COE for sale of last
phase 2 unit.

Omitted, consistent with prior proposed
amendment.

Payment would have been made
to Successor Agency and
distributed to taxing entities.
327
1 RESOLUTION NO._____

A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND

DETERMINING AND DECLARING CITY-OWNED LAND TO BE EXEMPT

SURPLUS LAND PURSUANT TO
GOVERNMENT CODE SECTION 54221(f)(1)(A)
WHEREAS, the City of Richmond (“City”) is the owner of that certain real property located within the City consisting of approximately 1.2 acres, and more particularly described and depicted in Exhibit A-1 attached hereto (“Subarea 1”).

WHEREAS, pursuant to that certain Disposition and Development Agreement dated as of April 11, 2002, and executed by and among the San Francisco Bay Area Rapid Transit District (“BART”), the Successor Agency to the former Richmond Community Redevelopment Agency, and Richmond Transit LLC (“Richmond Transit”) (as subsequently amended, to among other things, reflect the addition of the City as a party and the substitution of Pacific West Communities, Inc. (“Pacific”) for Richmond Transit, hereafter referred to as the “DDA”), BART will convey to the City the property located adjacent to Subarea 1 (as more particularly described in Exhibit A-2 attached hereto, “Subarea 2” and “Subarea 3”). Subarea 1, Subarea 2, and Subarea 3 are collectively referred to herein as the “Property.” WHEREAS, pursuant to and subject to the terms and conditions set forth in the DDA, the City will convey the Property to private developers for the development of a three-phased master planned transit-oriented development that will include approximately 520 residential units, of which not less than 40% (208 units) will be restricted for sale or rental to low-income households at affordable rent or affordable sales prices for terms of not less than 55 years.

WHEREAS, the City and Pacific have agreed upon terms for the City’s ground lease of Subarea 1 to an affiliate of Pacific (“Subarea 1 Ground Lease”), and have agreed that the project to be developed on Subarea 1 will be a 150-unit multifamily rental residential project in which at least 149 apartments will be affordable to households whose income does not exceed sixty percent (60%) of Area Median Income (“AMI”), of which 38 apartments will be affordable to households whose income does not exceed thirty percent (30%) of AMI and 36 apartments will be affordable to households whose income does not exceed fifty percent (50%) of AMI.

WHEREAS, pursuant to the DDA, the City will require Subarea 2 and Subarea 3 to be developed with no fewer than 370 residential units of which no fewer than 59 units (or such greater number as necessary to satisfy the requirements of Government Code Section 37364) will be restricted for sale or rental to households whose income does not exceed sixty percent (60%) of AMI, and at least one-half of such restricted units will be restricted for sale or rental to households whose income does not exceed fifty percent (50%) of AMI.

WHEREAS, the master plan for development of the Property as set forth in the DDA requires that in the aggregate no fewer than 40% of the residential units developed on the Property (149 units on Subarea 1 and at least 59 units on Subareas 2 and 3) (collectively the “Restricted Units”) will be restricted for sale or rental to households whose income does not 328
2 exceed 60% of AMI, and in the aggregate no fewer than 104 of the Restricted Units (50% of the Restricted Units including 74 units on Subarea 1 and at least 30 units on Subareas 2 and 3) will be restricted for sale or rental to households whose income does not exceed 50% AMI.

WHEREAS, the Surplus Land Act (Government Code Section 54220 et. seq.) was enacted to promote affordable housing development on unused or underutilized public land throughout the State to respond to the affordable housing crisis, and now requires public agencies, including charter cities, to follow certain procedures to dispose of “surplus land” or declare land to be “exempt surplus land” at a regular public meeting prior to disposition.

WHEREAS, pursuant to Government Code Section 54221(f)(1)(A), surplus land that is transferred pursuant to Government Code Section 37364 qualifies as “exempt surplus land.” WHEREAS, Government Code Section 37364 authorizes cities to sell, lease, or otherwise dispose of real property to provide housing affordable to persons and families of lowor moderate-income provided that (i) at least 80% of the area of the property will be used for development of housing, and (ii) at least 40% of the housing units developed on the property will be affordable to households whose income is not greater than 60% AMI (75% of the upper limit for “lower income households”), of which at least one-half will be affordable to households of very low-income (50% AMI).

WHEREAS, the DDA requires the Property to be developed for residential uses consistent with the affordability restrictions set forth in Government Code Section 37364.

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE

RICHMOND CITY COUNCIL, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, THAT:

1. The City Council adopts the recitals set forth above as findings of fact.

2. The City Council has determined, and hereby affirms that the Property will be used to provide housing affordable to persons and families of low- or moderate-income, that this use is in the City’s best interests, and that development of the Property in accordance with the requirements of the DDA will satisfy the requirements of Government Code Section 37364.

3. The City Council further makes the following findings, pursuant to Government Code Section 37364:
a. Consistent with the requirements set forth in the DDA, not less than 80% of the Property will be developed for housing, consisting of 520 residential units, including 150 units in a first phase developed on Subarea 1, and approximately 370 units in a second and third phase developed on Subarea 2 and Subarea 3. b. Consistent with the requirements set forth in the DDA, not less than 40% of the residential units developed on the Property will be affordable to households 329
3 whose incomes are not greater than 75% of the maximum income of lowerincome households (equivalent to 60% of AMI), at least one-half of which will be affordable to very low-income households (up to 50% AMI). c. Consistent with the requirements of the DDA, the Subarea 1 Ground Lease, and a separate regulatory agreement that will be recorded against Subarea 1 (“Subarea 1 Regulatory Agreement”), 149 of the residential units developed on Subarea 1 will be restricted for occupancy at affordable rents by households with household incomes between 30% and 60% of AMI. The Subarea 1 Ground Lease and the Subarea 1 Regulatory Agreement will restrict 75 units for occupancy at affordable rents by households whose incomes are not greater than 60% AMI, and 74 units for occupancy at affordable rents by households whose incomes are not greater than 50% AMI. The affordability restrictions will be set forth in both the Subarea 1 Ground Lease which will have a term of 99 years, and in the Subarea 1 Regulatory Agreement that will be recorded against Subarea 1 in the official records of Contra Costa County. The Subarea 1 Regulatory Agreement will be binding upon successors in interest, and will require compliance with the foregoing rent and household income restrictions for a term of not less than 55 years.
d. Consistent with the requirements of the DDA and separate regulatory agreements that will be recorded against Subarea 2 and Subarea 3 (“Subarea 2 and 3 Regulatory Agreements”), at least 59 residential units (or such greater number as necessary to satisfy the requirements of Government Code Section 37364) developed on Subarea 2 and Subarea 3 will be restricted for sale or rental to households whose income does not exceed sixty percent (60%) of AMI, and at least one-half of such restricted units will be restricted for sale or rental to households whose income does not exceed fifty percent (50%) of AMI. The Subarea 2 and Subarea 3 Regulatory Agreements will be recorded against Subarea 2 and Subarea 3 in the official records of Contra Costa County, will be binding upon successors in interest, and will require compliance with the foregoing rent, sale price, and household income restrictions for a term of not less than 55 years.

4. Based upon the foregoing, the City Council hereby determines and declares the Property to be exempt surplus land under Government Code Section 54221(f)(1)(A) as property transferred pursuant to Government Code Section 37364.
*******************************
330
4 I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a meeting thereof held on ______, 2023, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
ATTEST:
__________________________________________________________ Mayor
Approved as to form:
__________________________________________
City Attorney
Attachments:

Exhibit A-1
Exhibit A-2
331
5 Exhibit A-1
SUBAREA 1
[Legal Description, Site Plan]
332
6 Legal Description
SUBAREA 1
Portion of Portola Avenue as shown on the Amended Map of the City of Richmond, filed March 31, 1905, Book D of Maps, page 74, Contra Costa County Records, described as follows:

Beginning on the northeastern line of said Portola Avenue at the northwestern corner of the parcel of land described in the deed to the City of Richmond, recorded December 9, 1909, Book 151 of Deeds, page 85; said corner also being a point on the southwesterly line of Lot 20, Block 100 of said map; thence northwesterly along said northeastern line of Portola Avenue to a point being the northwestern corner of Lot 1, Block 100 of said Map; thence westerly along the western extension of the north line of said Lot 1 to a point on the southwestern line of said Portola Avenue; thence southeasterly along said southwestern line of said Portola Avenue to the intersection with the westerly extension of the north line of said City of Richmond parcel (151 D 85); thence easterly along said westerly extension to the point of beginning.

APN: 514-050-010
333
7 334
8 Exhibit A-2
SUBAREAS 2 AND 3
[Insert legal description.]
335
9 336
10 337
11 338
12 339
13 340

Page 1 of 3 ends

Richmond City CouncilOctober 3, 2023

Richmond City Council
October 3, 2023