Agenda — Richmond City Council, December 2, 2025 (part 1 of 4)

PLEASE NOTE: HYBRID MEETING FORMAT

- JOINT REGULAR MEETING OF THE SURPLUS PROPERTY AUTHORITY/RICHMOND CITY COUNCIL

Tuesday, December 2, 2025, 3:30 p.m.

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

Eduardo Martinez, Mayor at Large
Jamelia Brown, Councilmember District 1
Cesar Zepeda, Vice Mayor, District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Sue Wilson, Councilmember District 5
Claudia Jimenez, Councilmember, District 6
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2. Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live HOW TO SUBMIT PUBLIC COMMENTS:

In Person: Anyone who desires to address the City Council on items appearing on the agenda, including Open Forum, must complete and file a pink speaker’s card with the City Clerk prior to the City Council’s consideration of the item. Once the City Clerk has announced the item, no person shall be permitted to speak on the item other than those persons who have submitted their names to the City Clerk. Each speaker will be allowed up to TWO (2) MINUTES to address the City Council on NON-PUBLIC HEARING items listed on the agenda. Speakers are allowed up to THREE (3) minutes on PUBLIC HEARING items.

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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.

Dec. 2, 2025 CC Mtg.
2 Via eComments: eComments are available once an agenda is published. Locate the meeting in "upcoming meetings" and click the comment bubble icon. Click on the item you wish to comment on. eComments can be submitted when the agenda is published and until the conclusion of public comments for the agenda item. Email your comment to [email protected] should you have difficulty submitting an eComment during a meeting.

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Emails MUST contain in the subject line 1) public comments – Open Session prior to Closed Session; 2) public comments – Open Forum; or 3) public comments agenda item #__ [include the agenda item number].

Properly labeled public comments will be considered a public record, put into the official meeting record, available after the meeting as supplemental materials, and will be posted as an attachment to the meeting minutes when the minutes are posted: http://www.ci.richmond.ca.us/Archive.aspx?AMID=31 The City cannot guarantee that its network and/or the site will be uninterrupted. To ensure that the City Council receives your comments, you are strongly encouraged to submit your comments in writing in advance of the meeting.

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). The procedures for discussion do not apply to items sponsored by the mayor or councilmembers.

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.

CONDUCT AT MEETINGS: Richmond City Council meetings are limited public forums during which the City strives to provide an open, safe atmosphere and promote robust public debate. Members of the public, however, must comply with state law, as well as the City’s laws and procedures and may not actually disrupt the orderly conduct of these meetings. The public, for example, may not shout or use amplifying devices, must submit comment cards and speak during their allotted time, may not create a physical disturbance, may not speak on matters unrelated to issues within the jurisdiction of the City Council or the agenda item at hand, and may not cause immediate threats to public safety.

Click here for City Harassment Policy

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 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 Dec. 2, 2025 CC Mtg.
3 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
Dec. 2, 2025 CC Mtg.
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 3:30 p.m.

B. ROLL CALL
C. CLOSED SESSION
C.1 LIABILITY CLAIMS (Government Code Section 54956.9)
• Claimant: Terminal One Development, LLC
Agency Against: City of Richmond
• Claimant: Armando Moreno
Agency Claimed Against: City of Richmond
• Claimant: Robert Aiavao
Agency Claimed Against: City of Richmond
C.2 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor, Jack Hughes, and Lisa Charbonneau
•
Employee organizations:

SEIU Local 1021 Full Time Unit and Part Time
Unit

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

2. 3. Richmond Police Officers Association RPOA
Richmond Police Management Association
RPMA

4. 5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.3 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957)
Title: City Attorney
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ Dec. 2, 2025 CC Mtg.
5 F. JOINT REGULAR MEETING OF THE SURPLUS PROPERTY

AUTHORITY/RICHMOND CITY COUNCIL
6:00 p.m.

G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) L.1 NEW EMPLOYEE REPORT - 1st Tuesday
M. 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)
N. SURPLUS PROPERTY AUTHORITY CONSENT CALENDAR
N.1 Lease Agreements between the Surplus Property Authority and Far West Cider, LLC, CDK Wines, LLC dba Carica Wines, and KARIBU Lounge, Inc. at 1325 Canal Boulevard
11 APPROVE lease agreements with: (1) Far West Cider, LLC in the amount of $74,232 annually; (2) CDK Wines, LLC dba Carica Wines in the amount of $10,500 annually; and (3) KARIBU Lounge Inc. (formerly The Wachira Group, LLC dba Wachira Wines) in the amount of $10,500 annually; commencing December 1, 2025, ending November 30, 2026 – Economic Development Department/Port/Surplus Property Authority (Charles Gerard 510-620-6792).

O. 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.)
O.1 City Attorney's Office
O.1.a Contract Amendment to legal services agreement with Best Best & Krieger LLP
108
APPROVE a first amendment to the Best, Best & Krieger LLP legal services agreement, adding $150,000 for a total amount not to exceed $160,000, with term ending December 31, 2027, to provide advice and representation in general municipal law matters – City Attorney’s Office (Kimberly Chin 510-620-6709/Shannon Moore 510- 620-6509).

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6 O.2 Community Development
O.2.a Legal Services Agreement with Goldfarb & Lipman, LLC 134 APPROVE a legal services agreement with Goldfarb & Lipman, LLP to assist the Community Development Department regarding land use, housing, and real estate matters, for a total contract amount not to exceed $250,000, with a term ending June 30, 2028 – Community Development Department (Lina Velasco 510-620-6841).

O.2.b Regional Measure 3 (RM3) Funding Allocation for Neighborhood Complete Streets and Richmond Wellness Trail Phase II
159
ADOPT a resolution to: (1) REQUEST an allocation for Regional Measure 3 (RM3) funds from the Metropolitan Transportation Commission (MTC) and (2) ACCEPT and APPROPRIATE
$10,000,000 in Regional Measure 3 (RM3) funding for construction of Neighborhood Complete Streets for $7,500,000, and Richmond Wellness Trail Phase II for $2,500,000 – Community Development Department (Lina Velasco/Beatriz Guerrero Auna 510-620-5450).

O.3 Economic Development
O.3.a Bill Credit from Richmond Sanitary Service (dba Republic Services) for the Solidarity Strike in July 2025
205
ACCEPT and AUTHORIZE the city manager or their designee to sign the Memorandum of Understanding between the City of Richmond and Richmond Sanitary Service, Inc (dba Republic Services) settling claims for service interruptions that occurred during the solidarity strike in July 2025 – Economic Development Department (Samantha Carr 510-620-5407/Nannette Beacham 510-621-1306/Shasa Curl 510-620-6512).

O.3.b Third Quarter 2025 Update for Projects within Richmond’s Green Blue New Deal (GBND)
210
RECEIVE a report on the status of the Richmond Green-Blue New Deal projects - Economic Development Department (Jesson de Leon 510-412-2023/Junne Garcia 510-620-6524/ Nannette Beacham 510- 620-1306).

Dec. 2, 2025 CC Mtg.
7 O.3.c Accept Grant Funding and Approve Contract Amendment No. 1 with Momentum for Port Dock Restoration
268
ADOPT a resolution to ACCEPT and APPROPRIATE, contingent upon award, $11,224,449 in grant funds from the U.S. Department of Transportation Maritime Administration (MARAD) and $2,806,112 in Port Enterprise Fund matching contributions into the Port Enterprise Fund budget; and to APPROVE the first amendment to the Fiscal Year 2025–26 on-call contract with Momentum in the amount of $140,000, contingent upon grant award, for post-award grant administration and management services for the Dock Restoration for Improved Vehicle Entry (DRIVE) Project – Economic Development Department/Port (Charles Gerard 510-620-6792).

O.4 Human Resources
O.4.a Year-End Closure from December 24, 2025, through January 1, 2026 338 ADOPT a resolution approving the Side Letters between the City of Richmond and Service Employees International Union (SEIU) Local 1021 (Full-Time and Part-Time Units) and International Federation of Professional and Technical Engineers (IFPTE) Local 21 (MidManagement and Executive Management Units) regarding the holiday closure 2025 – Human Resources Department (Sharrone Taylor/Nickie Mastay 510-620-6602).

O.4.b Contract Amendment with Bob Murray and Associates for Recruitment Services
348
APPROVE a contract amendment with Bob Murray & Associates to increase the payment limit by $34,000 for a total payment limit of $68,000, and extend the term through December 31, 2026, for the purpose of conducting recruitments for specialized positions - Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620- 6602).

O.4.c Amendments to the Position Control List 418
ADOPT a resolution to amend staffing and position control list and allocate the necessary salary, wages, and benefits as required – Human Resources Department (Nickie Mastay/Sharrone Taylor 510- 620-6602).

Dec. 2, 2025 CC Mtg.
8 O.4.d Memorandum of Understanding between IFPTE Local 21 MidManagement 424
ADOPT a resolution to APPROVE a successor Memorandum of Understanding (MOU) between the City of Richmond and
International Federation of Professional and Technical Engineers (IFPTE) Local 21 Mid-Management for the term of July 1, 2025, to June 30,2028, and DIRECT the city manager or their designee to update the publicly available salary schedule with the adopted wage increases during the term of the MOU – Human Resources
Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

O.4.e Memorandum of Understanding between IFPTE Local 21 Executive Management
510
ADOPT a resolution approving a successor Memorandum of
Understanding (MOU) between the City of Richmond and
International Federation of Professional and Technical Engineers (IFPTE) Local 21 Executive Management for the term of July 1, 2025, to June 30, 2028, and DIRECT the city manager or their designee to update the publicly available salary schedule with the adopted wage increases during the term of the MOU – Human Resources
Department (Nickie Mastay/Sharrone Taylor 510-620-6602).

O.5 Public Works
O.5.a Contract with WR Forde for the Richmond Art and Light Project 574 ADOPT a resolution to APPROVE a construction contract with WR Forde for the Richmond Art and Light Project in the amount of $374,000, with a term from October 1, 2025, to July 1, 2026, and AUTHORIZE the public works director to approve change orders up to $37,400 or 10 percent contingency – Public Works Department (Jene Levine Snipes 510-307-8132/Robert Armijo 510-620-5477).

O.5.b Bayview Avenue Grade Separation Safety & Bike Lane Improvements Project – UPRR Preliminary Engineering Services Agreement.
601
ADOPT a resolution to APPROVE the Preliminary Engineering Services Agreement with Union Pacific Railroad Company (UPRR) for the Bayview Avenue Grade Separation Safety & Bike Lane Improvements Project; AUTHORIZE the public works director to execute the agreement and approve minor amendments, provided the total cost does not exceed $25,000; and transfer and APPROPRIATE $37,376 in unspent funds from Project 29105 – 37th Street Improvement Close-out to Project 23040 – Bayview Avenue Grade Separation Safety & Bike Lane Improvements Project in the General Capital Fund – Public Works Department (Hillal Hamdan 510-620-1612/Robert Armijo 510-620-5477).

Dec. 2, 2025 CC Mtg.
9 O.5.c Real estate agreements with property owners and City of Richmond, I-80/Central Avenue, Interchange Improvements (phase 2) Project. 612
ADOPT a resolution to ACCEPT the required right-of-way
acquisitions, including easements and grant deeds, for the I80/Central Avenue Improvements (Phase II) Project and AUTHORIZE the city manager or designee to execute all necessary documents and DIRECT the city clerk to record executed instruments with Contra Costa County - Public Works Department (Hillal Hamdan 510-621-1612/Robert Armijo 510-620-5477).

P. NEW BUSINESS
P.1 Contract with RDH Building Science for Craneway Pavilion Condition Assessment
631
APPROVE a contract with RDH Building Science to perform a condition assessment of the Craneway Pavilion, located at the historic Ford Assembly Plant, with a payment limit of $169,500, for a term ending December 31, 2026, and AUTHORIZE the city manager, with assistance of the City’s Attorney’s Office, to negotiate and execute the contract - Community Development Department (Lina Velasco 510-620-6706).

Q. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) R. ADJOURNMENT
________________________
Dec. 2, 2025 CC Mtg.
10

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December 2, 2025
PORT
Economic Development
DATE: December 2, 2025
TO: Mayor Martinez as the President of the Board of the Richmond Surplus Property Authority (SPA) and SPA
Board Members
FROM: Nannette Beacham, Director of Economic Development Charles Gerard, Port Director
Lizeht Zepeda, Senior Business Assistance Officer
Subject: Lease Agreements between the Surplus Property
Authority and Far West Cider, LLC, CDK Wines, LLC
dba Carica Wines, and KARIBU Lounge, Inc. at 1325
Canal Boulevard
FINANCIAL IMPACT: This action authorizes the receipt of annual lease revenue from three short-term leases, in the amount of
$95,232, to the Port Enterprise Fund FY 25-27 budget.
(Account String: 40162780-362801)

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

The Port of Richmond is seeking approval of three shortterm lease agreements with Far West Cider, LLC, CDK Wines, LLC dba Carica Wines, and KARIBU Lounge, Inc.
(formerly The Wachira Group, LLC dba Wachira Wines)
for certain areas within the property located at 1325
Canal Boulevard (Riggers Loft Building).

RECOMMENDED ACTION: APPROVE lease agreements with:

1. Far West Cider, LLC in the amount of $74,232
annually;

2. CDK Wines, LLC dba Carica Wines in the amount
of $10,500 annually; and

3. KARIBU Lounge Inc. (formerly The Wachira
Group, LLC dba Wachira Wines) in the amount of
$10,500 annually;
AGENDA
REPORT
11

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December 2, 2025
commencing December 1, 2025, ending November 30,
2026– Economic Development Department –
Port/Surplus Property Authority (Charles Gerard 510-
620-6792).

DISCUSSION:

The building located at 1325 Canal Boulevard is owned by the City of Richmond acting through its Surplus Property Authority and managed by the Port of Richmond. The facility was previously under a lease held with a private operator that has since been terminated and evicted through judicial action, returning full possession and control of the facility to the City.

At the time of that eviction and judicial action, three small producers - Carica Wines, Far West Cider, and Wachira Wines – were operating within the building under sublease or alternating proprietor agreements with the former evicted tenant. To preserve continuity of business operations, the Port, with the assistance of the City Attorney’s Office, seeks to negotiate and enter into individual lease agreements directly with each of these small producers for a term of twelve (12) months and at the same financial terms previously paid directly to Rigger’s Loft. Within the next year, City staff will conduct a market analysis and release a Request for Proposal (RFP) for future potential uses.

Each lease establishes a direct landlord–tenant relationship, formalizing occupancy of specific production areas and granting shared use of common areas such as hallways, restrooms, and parking.

Key provisions of short-term lease agreements include:
 Term: Twelve (12) months commencing December 1, 2025, and ending on November 30, 2026
 Use: Limited to wine or cider production, storage, and related administrative functions in accordance with applicable Alcohol and Tobacco Tax and Trade Bureau (TTB) and the California Department of Alcoholic Beverage Control (ABC) regulations. There will be no tasting room, event center, and no kitchen as part of these lease terms.
 Rent: Remains the same as what each tenant was paying prior to the eviction, as provided below, so as to ensure continuity of business. Rent is subject to annual CPI (Consumer Price Index) adjustment of 2% - 5%.
o CDK Wines, LLC dba Carica Wines - $875 per month rent plus utilities totals $10,500 annually ($1.45 per square foot)
o Far West Cider, LLC - $6,186 per month rent plus utilities totals $74,232 annually ($1.76 per square foot)
o KARIBU Lounge, Inc.- $875 per month rent plus utilities totals $10,500 annually ($1.68 per square foot)
 Security Deposit: Equal to one month’s rent.
12

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December 2, 2025
 Maintenance: Tenants maintain interior and operational areas, while the City maintains structural and common areas.
 Compliance: City, State, and Local compliance; tenants shall comply with any permits, insurance, conditions, and uses, as stated in the lease.  Utilities: The Landlord will provide all utilities serving the Lease Premises, including water, sewer, gas, electricity, trash removal, and other standard commercial services (“Utilities”). The Tenant will reimburse the Landlord for Tenant’s Pro Rata Share of all Utility costs for the Real Property, which will be charged as additional rent.

These leases ensure continued activation of the Rigger’s Loft Building as a production facility while generating lease revenue for the Port and preserving regulatory oversight and control by the City.

Combined annual base rent from the three leases totals approximately $95,232 plus utilities. Rent revenues will be deposited into the Port Enterprise Fund and support ongoing maintenance and operational costs for the Port. The table below shows the square footage for each prospective tenant for certain areas within the property at 1325 Canal Boulevard. The Depiction of Lease Premises is attached to each lease as Exhibit B, this floor plan shows where each tenant is located inside the building and outside the building with dedicated square footage.

Below is a table of current square footage, price, and rent details.

Prospective Tenant 1325 Canal Blvd Price per square
foot (sq ft)
Operational Shared
Areas
Rent Amount
CDK Wines, LLC DBA
Carica Wines
603 sq ft
Inside building
$1.45 per sq ft
3,310 sq ft
Includes tank areas,
crushing pad, &
sanitation area
$875
Far West Cider LLC
(FWC)
3,510 sq ft
Inside building
$1.76 per sq ft $6,186
Karibu (formerly Wachira
Wines)
522 sq ft
Inside building
$1.68 per sq ft $875
Made in Richmond
Carica Wines - is known for producing critically acclaimed single-vineyard wines from small lots of premium grapes with a mission to make the highest quality wine. These batches are exclusively made in Richmond.

Far West Cider – is a family-owned business, apples are squeezed into juice at the family farm then cared for throughout fermentation in Richmond and made into cider.

Karibu (formerly Wachira Wines) - is a Black-owned, woman-owned winery founded by Dr. Chris Wachira, the first Kenyan-born Californian winemaker, in Richmond.

All operators have operated as part of the Rigger’s Loft small producer community and remain in good standing with the City. The prospective leases continue business operations with no new construction, zoning, or environmental impacts requiring additional public review. Authorizing the negotiation and execution of these three lease agreements will preserve the operational continuity of the leased premises, support local producers, and provide consistent revenue to the Port of Richmond. 13

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December 2, 2025
DOCUMENTS ATTACHED:

Attachment 1: Lease Agreement – Far West Cider, LLC
Attachment 2: Lease Agreement – CDK Wines, LLC dba Carica Wines Attachment 3: Lease Agreement – KARIBU Lounge Inc.
14 01337.0044 2046388.1 1

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Surplus Property Authority of City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Attention: Executive Director
APN Portion of 560-320-016-2 [SPACE ABOVE FOR RECORDER’S USE ONLY] Exempt from filing/recording fees per Govt. Code §27383

LEASE AGREEMENT
This Lease Agreement (“Lease”) is made and entered into on this ____ day of ________, 2025 (“Lease Date”), by and between the SURPLUS PROPERTY AUTHORITY OF THE CITY OF RICHMOND, public body corporate and politic (“Landlord”) and CDK WINES, LLC, DOING BUSINESS AS CARICA WINES, a California limited liability company (“Tenant”).

Landlord and Tenant are collectively referred to herein as the “parties” or individually as a “party”.

RECITALS:

A. Landlord owns the Property located at 1325 Canal Blvd in the City of Richmond, County of Contra Costa, State of California consisting of approximately 21,000 square feet of the Rigger’s Loft Building (“Building”) and approximately 15,000 square feet of dockside space adjacent to the Building which is legally described on Exhibit A (“Real Property”).

B. Landlord previously entered into that certain Lease dated January 1, 2015 (“Master Lease”), with Riggers Loft Wine Company, a California corporation (“Former Master Tenant/Sublandlord”) with respect to the Real Property.

C. Former Master Tenant/Sublandlord and Tenant previously entered into that certain Alternating Proprietor Agreement dated August 31, 2024 (“Sublease”) for the subleasing of a portion of the Real Property as described on Exhibit B (“Lease Premises”) consisting of approximately ______ square feet including a (1) production room, and (2) barrel room together with the non-exclusive right to use the parking lot located adjacent to the Building ("Parking Area").

D. The Master Lease has been terminated pursuant to judicial action and is of no further force or effect. Accordingly the Sublease has also legally terminated in its entirety and Landlord has no obligations to Tenant and Tenant has no rights under the Sublease.

E. However, Landlord and Tenant now desire to enter into a direct lease of the Lease Premises pursuant to the terms set forth herein.

NOW, THEREFORE, incorporating the Recitals above, parties agree as follows:

1. LEASE PREMISES; STATUTORY NOTICE.
603
15 01337.0044 2046388.1 2

1.1. Lease Premises. Subject to the terms of this Lease, Landlord hereby Leases to Tenant and Tenant hereby leases from Landlord, the Lease Premises, together with the nonexclusive right to use the Common Areas (as defined in Section 1.2), subject to the disclosures and reservations set forth below. Landlord will not supply any equipment or facilities including, but not limited to, fermenting and storage tanks. Landlord is not a bonded winery and does not have a permit from the Alcohol and Tobacco Tax and Trade Bureau (“TTB”), allowing it to legally produce and sell wine while complying with specific regulatory requirements. The Lease Premises do not include the right to use the wharf (“Wharf”).

1.2. Common Areas. Excluding the Lease Premises and the other portions of the Building which are leasable (“Other Leasable Areas”), those portions of the Building including, but not limited to, the internal backroom areas, restrooms, hallways, elevator, driveways, parking areas, landscaped areas, walkways, and sidewalks are reserved to Landlord and are hereinafter referred to as the “Common Areas.” The Common Areas which are within the Building consisting of, among other things, the lobby, internal backroom areas, restrooms, elevator and hallways are hereinafter referred to as the “Interior Common Areas.” All other portions of the Common Areas excluding the Interior Common Areas (including, but not limited to, the parking areas and landscaping) are hereinafter referred to as the “Exterior Common Areas.” All Common Areas are designated within Exhibit B, and include all areas not otherwise designated to Tenant or any other tenant. Tenant agrees to indemnify and hold Landlord and the Interior Common Areas and Exterior Common Areas free and harmless of all liability for any and all such claims and demands, together with Landlord’s reasonable attorneys’ fees and all costs and expenses in connection with any such claims or liens.

1.3. Reserved Rights. Landlord shall have the right from time to time, in Landlord’s sole discretion, to do any of the following without Tenant’s consent but on not less than twentyfour (24) hours’ notice to Tenant:
i. To make changes to the Common Areas, including without limitation, changes in the location, size, shape and number of driveways, lobby, restrooms, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;
ii. To temporarily close any of the Common Areas for maintenance purposes, so long as reasonable access to the Leased Premises remains available; iii. To add additional buildings and improvements to the Common Areas or to change current improvements in the Common Areas;
iv. To use the Common Areas while engaged in making additional improvements, repairs, or alterations to the Leased Premises, or any portion thereof; and v. To do or perform such other acts or make such other changes in, to or with respect to the Common Areas as Landlord may, in the exercise of its reasonable judgment, deem to be appropriate.

Landlord shall exercise its reserved rights in a manner reasonably calculated to avoid material disruption to Tenant’s business.

1.4. AS-IS. Tenant acknowledges that, as of the Effective Date (as defined in Section 16 01337.0044 2046388.1 3

2.1), Tenant is in possession of the Lease Premises and confirms that the Lease Premises are in good order, repair, and condition and suitable for the uses authorized by this Lease and Landlord makes no representations or warranties regarding the Lease Premises. This Lease is subject to all existing easements, covenants, servitudes, licenses, rights-of-way and all matters of record.

1.5. Disclosures. Tenant has been advised as follows:
(a) Property History & Historic Designation. The Lease Premises are one (1) of the four (4) shipyards developed by Henry J Kaiser between 1941 and 1942 which was used to construct vessels during World War II. Immediately following the war, the Lease Premises was converted to a ship repair facility. In 1946, the shipyards were abandoned and thereafter used for vessel storage. The existing facility has received minimal maintenance since construction in the 1940’s and there may be debris at the bottom of the basin. Tenant will be solely responsible for repairs and maintenance pursuant to Section 6. Tenant is aware that the Lease Premises are subject to City of Richmond’s Historic Structures Code as defined in Chapter 6.06 of the Richmond Municipal Code.
(b) Asbestos Notification for Commercial Property Constructed Before 1979.

Because of their age, the preexisting improvements, such as concrete, within the Lease Premises may contain asbestos-containing materials (“ACMs”). If ACMs are likely to be disturbed in the course of developing any alterations, additions or improvements, Tenant shall encapsulate or remove the ACMs in accordance with an asbestos-removal plan reasonably approved by Landlord and otherwise in accordance with all applicable Hazardous Materials Laws, including giving all notices required by California Health & Safety Code Sections 25915--25919.7. (c) Lead Warning Statement. Soils within the Lease Premises may contain leadbased paints (“LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Tenant may at its sole cost and expense, have a state-certified LBP Inspector complete a LBP inspection and abatement and, if Tenant completes such inspection, shall provide an abatement certification to Landlord. Landlord has no specific knowledge of the presence of LBP in or about the Lease Premises.
(d) Statutory Disclosure Notice. Landlord hereby advises Tenant that the Lease Premises have not been issued a disability access inspection certificate, as described in California Civil Code Section 55.53(e) and therefore, pursuant to California Civil Code Section 1938, Landlord provides the following statutory notice to Tenant:
“A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp 17 01337.0044 2046388.1 4
inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

1.6. Reservations. Landlord reserves to itself and the right to grant to others in the future nonexclusive utility easements (including easements for construction, maintenance, repair, replacement and reconstruction of utility easements) over, under, across or on the Lease Premises, provided Landlord shall use reasonable efforts to provide that such work occurring and any easement is located such that it will not unreasonably interfere with Tenant’s use and enjoyment of the Lease Premises. Landlord reserves to itself and the right to grant to others in the future exclusive right to use the Wharf in its sole and absolute discretion.

1.7. Security.

1.7.1. Limited Security. Security for the Building will consist of normal and customary patrols and availability of the Richmond Police Department.

1.7.2. Additional Security. Tenant may, at Tenant's sole cost and expense, arrange for additional security services for the Lease Premises provided same are approved by Landlord in advance prior to implementation and will not interfere with access rights of other tenants to their respective portion of the Property. Landlord retains the right, in its sole discretion, to adopt, modify, and enforce reasonable rules and regulations relating to access to the Building and the security thereof. Tenant shall comply with all such rules and regulations as may be implemented by Landlord from time to time.

1.7.3. Locks. All entrance doors in the Lease Premises shall be locked when not in use. No locks, bolts or mail slots of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any change be made in existing locks without Landlord’s prior consent and a copy of any access card or key is provided to Landlord.

1.8. Personal Property. Tenant acknowledges that certain personal property belonging to Tenant may be in the Lease Premises or the Building prior to and on the Effective Date. Landlord shall have no responsibility or liability for any such personal property, including without limitation any loss, damage, or removal thereof. Tenant agrees that any personal property of Tenant located in the Lease Premises or the Building prior to the Effective Date is stored at Tenant’s sole risk and shall not be deemed to be in the care, custody, or control of Landlord.

2. TERM; OPTION TO EXTEND.

2.1. Term. This Lease shall commence on November 1, 2025 (“Effective Date”) and terminate twelve (12) months’ thereafter, on November 30, 2026 (“Initial Term”). “Term” shall mean the Initial Term as may be extended if an Extension Option is exercised.

2.2. Option to Extend. Intentionally omitted.

2.3. Landlord Option to Terminate. At any time after the Initial Term, Landlord has the right to terminate this Lease for any reason upon providing one hundred eighty (180) days’ written notice to Tenant. Notwithstanding any notice to terminate under this Section 2.3, Tenant 18 01337.0044 2046388.1 5
shall remain obligated to pay Base Rent and comply with all terms of this Lease prior to the actual termination date.

2.4. Recordation. Within ten (10) business days of the Effective Date, Landlord shall cause a copy of this Lease to be recorded in the Official Records of Contra Costa County (“Official Records”) pursuant to Government Code Section 37393 and Landlord shall provide a conformed copy of same to Tenant. Upon termination or exercise of any rights under this Lease or any amendment of this Lease, the parties shall record a copy thereof in the Official Records.

Upon termination of the Lease, Tenant shall promptly execute, acknowledge and deliver to Landlord any documents reasonably requested by Landlord in order to terminate the Lease in the Official Records.

3. RENT.

3.1. Rent Commencement Date. Tenant shall commence paying the Monthly Base Rent (as defined below) on the Effective Date (“Rent Commencement Date”).

3.2. Base Rent.

3.2.1. Monthly Base Rent. The initial Annual Base Rent shall be Ten Thousand Five Hundred Dollars ($10,500) (“Annual Base Rent”), payable in equal monthly payments of Eight Hundred and Seventy-Five Dollars ($875) (“Monthly Base Rent”) payable in advance on the first (1st) day of each month.

3.2.2. Annual Increase. The Annual Base Rent will be increased on each anniversary of the Rent Commencement Date by an amount equal to the change in the CPI (as defined below) between the month preceding the Rent Commencement Date for the year immediately preceding the year in which the Base Rent increase occurs and the same month for the year in which the Base Rent increase occurs (“CPI Adjustment”). By way of example only, if the Rent Commencement Date is October 1, 2025, then the CPI Adjustment for the first anniversary of the Rent Commencement Date (which would be October 1, 2026) would be calculated by determining the change in the CPI between September 2025 and September 2026. For purposes of this Lease, “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U) for San Francisco-Oakland-Hayward Consumer Price Index, published by the United States Department of Labor, Bureau of Labor Statistics (or a reasonably equivalent index if such index is discontinued). Notwithstanding the CPI Adjustment, the Annual Base Rent for each year shall increase by not less than two percent (2%) but not more than five percent (5%). If the parties inadvertently fail to apply a CPI Adjustment on an anniversary of the Effective Date, then that failure will not be deemed a waiver by Landlord of that particular CPI Adjustment of Base Rent, but rather, that CPI Adjustment will be added to any subsequent CPI Adjustment(s) with appropriate back charges as necessary to capture the inadvertent shortage. However, no late charges or interest shall accrue on the shortage.

3.3. Miscellaneous. All Monthly Base Rent shall be paid in advance without notice, demand, deduction or offset on or before the first day of each calendar month during the Term.

Month Base Rent for any period during the Term which is less than one (1) month shall be 19 01337.0044 2046388.1 6
prorated, assuming a thirty (30) day month. All Rent shall be paid to Landlord in lawful money of the United States of America, to Landlord at 450 Civic Center Plaza, Richmond, CA 94804 Attention: Executive Director, or at such other place as Landlord may designate in writing. Any and all sums which may be due from Tenant under this Lease are deemed “Rent.”

3.4. Interest. Any amount payable to Landlord pursuant to this Lease, other than late charges, that is not received by Landlord within thirty (30) days following the date on which it was due will bear interest starting on the thirty-first (31st) day after it was due. The interest rate shall be ten percent (10%) per annum (“Interest”), but will not exceed the maximum rate allowed by law. Interest is payable in addition to the late charge in Section 3.5 but shall not accrue on the late charge.

3.5. Late Charge. If any Rent that is not received by Landlord by the due date, Tenant shall pay to Landlord an additional sum of five percent (5%) of the overdue amount as a late charge, which is agreed to represent a reasonable estimate of the costs incurred by Landlord on account of such delinquency. Acceptance of a late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord.

4. SECURITY DEPOSIT. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a security deposit in an amount equal to one (1) month’s rent (“Security Deposit”). The Security Deposit shall secure the full and faithful performance of each provision of this Lease to be performed by Tenant. Landlord shall not be required to pay interest on the Security Deposit or to keep the Security Deposit separate from Landlord’s own funds. If Tenant fails to perform fully and timely all or any of Tenant’s covenants and obligations, Landlord may, but without obligation, apply all or any portion of the Security Deposit toward fulfillment of Tenant’s unperformed covenants and/or obligations. If Landlord does so apply any portion of the Security Deposit, Tenant shall immediately pay Landlord sufficient cash to restore the Security Deposit to the amount of the then current Base Rent per month. Upon any increase in Base Rent, Landlord may require the Security Deposit to be increased by the amount of the increase in Base Rent per month. After Tenant vacates the Lease Premises, upon the expiration or sooner termination of this Lease, if Tenant is not then in default, Landlord shall return to Tenant any unapplied balance of the Security Deposit. Landlord is not responsible for and has not received any security deposit on behalf of the Tenant that Tenant may have paid to Former Master Tenant/Sublandlord under the Sublease.

5. USE OF LEASE PREMISES.

5.1. Use.

Subject to all applicable laws and ordinances, Tenant may use the Lease Premises 24 hours a day, 7 days a week. Tenant shall not use or permit the 20 01337.0044 2046388.1 7
Lease Premises or any part thereof to be used for any other purpose without the prior written consent of Landlord. Tenant shall operate its business in an efficient, business-like and first class manner. Tenant shall at all times comply with the provisions of this Section 5 and Section 11.

5.1.2. TTB Permit. Prior to the Effective Date, Tenant has obtained a TTB permit allowing it to legally produce and sell wine while complying with federal regulatory requirements and provided a copy to Landlord.

5.1.3. Common Areas. Use of Common Areas shall be consistent with the primary purpose of the particular space (i.e. lobby/waiting area shall primarily be used as a space for customers to wait for their transportation service to arrive). Tenant may not place any personal property in the Common Area without Landlord’s prior approval. Tenant assumes sole responsibility for any of its property placed within the Common Areas. Common areas shall not be used for storage, unless specifically designed for that purpose and authorized in the Lease for Tenant’s use (i.e. storage closets, etc.)

5.2. Compliance with Law. Tenant shall, at Tenant's sole cost and expense, promptly comply with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction which may include the San Francisco Bay Conservation and Development Commission (“BCDC”) related to the use, condition or occupancy of the Lease Premises now in effect or that may hereafter come into effect including, but not limited to, (a) accessibility and use by individuals with disabilities, (b) environmental conditions in, on or about the Lease Premises, and (c) Chapters 2.28 (Nondiscrimination Clauses in City Contracts Ordinance), 2.50 (Business Opportunity Ordinance) 2.56 (Local Employment Program Ordinance), 2.60 (Living Wage Ordinance) and

2.65 (Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications) of the Richmond Municipal Code, as may be applicable.

Tenant shall comply with Section 5.3.

5.3. Permits and Licenses. Tenant shall obtain, comply with, and keep in force at all times, at Tenant’s sole cost and expense, any and all required governmental licenses, approvals and permits needed for the proper and lawful conduct of Tenant’s use of the Lease Premises (which may include BCDC, Alcohol Beverage Control and TTB) (collectively, “Permits”). As of the Effective Date, Tenant has provided copies of all Permits to Landlord and thereafter shall provide copies of same to Landlord within ten (10) days after Landlord’s written request. Tenant’s failure to maintain all Permits will be a material default under this Lease.

5.4. Prohibitions. Tenant shall not do or permit anything to be done in or about the Lease Premises which will in any way obstruct or interfere with the rights of other parties on the Real Property and adjacent to the Lease Premises, or injure or annoy them or use or allow or permit the Lease Premises to be used for any improper, immoral, unlawful or objectionable purpose. Tenant shall not cause, maintain or permit any nuisance in or about the Lease Premises, or commit or suffer to be committed any waste in or upon the Lease Premises.

Tenant shall not do or permit anything to be done in or about the Lease Premises, nor bring or keep anything therein, which will in any way increase the existing rate of or affect any fire or other insurance upon the Lease Premises, or part thereof, or the contents of the Lease Premises, or cause cancellation of any insurance policy covering the Lease Premises, or part thereof, or its contents.
21 01337.0044 2046388.1 8
Tenant shall not engage in activities (including, without limitation, spray painting, sandblasting, blowing of stacks, funnels or exhaust pipes, or other releases of particulate matter) on land or at sea within the jurisdiction of Port of Richmond that creates a significant risk of injury or damage to Real Property or personal property owned or possessed by any tenant or its customers or which otherwise may materially interfere with the Landlord’s operations in the Port of Richmond.

5.5. Abandonment. Tenant shall not abandon the Lease Premises during the Term.

6. MAINTENANCE AND REPAIRS.

6.1. Tenant’s Duties.

6.1.1. General. Tenant shall, at Tenant’s sole cost and expense, maintain the Lease Premises (in its entirety) in good condition and repair at all times, including, but not limited to, removal of debris at the bottom of the basin. Upon the expiration or sooner termination of this Lease, Tenant shall surrender the Lease Premises in good condition and repair, reasonable wear and tear excepted. Should Tenant fail to vacate the Lease Premises in a clean and undamaged condition, Landlord may, in its sole discretion, arrange for the cleaning and/or repair of the Lease Premises, the cost of which may be deducted from the Security Deposit or otherwise promptly reimbursed by Tenant. Except as otherwise specifically provided in this Lease, Tenant shall be solely responsible for the security of the Lease Premises

6.1.2. Personnel. Tenant shall furnish and supervise sufficient personnel to properly and efficiently operate and maintain the Lease Premises in accordance with the terms of this Lease. Such personnel shall either be employees or contractors of Tenant. Tenant shall promptly attend to the reasonable complaints and/or comments of Landlord and the customers, if any, of the Lease Premises.

6.1.3. Repairs and Replacement. Any and all repairs and replacements shall be of a quality equal to or exceeding that of the original. If Tenant fails to make any repair and replacement or otherwise so maintain the Lease Premises for a period of ten (10) days after written demand by Landlord, then Landlord may enter the Lease Premises and make such repairs or replacements and Tenant will promptly pay to Landlord the costs incurred by Landlord in making such repairs or replacements together with interest thereon at the maximum rate permitted by law from the date of commencement of the work until repaid.

6.1.4. Duty to Notify. Tenant will promptly notify Landlord of any repairs or maintenance which are needed to the areas which are Landlord’s responsibility under Section 6.2.

6.2. Landlord Duties.

6.2.1. Common Areas. At Landlord’s sole cost and expense, Landlord shall be responsible for maintaining the Common Areas in good condition and repair in a neat, clean and attractive condition on a reasonable schedule which Landlord will provide to Tenant. Landlord shall provide cleaning products, 22 01337.0044 2046388.1 9
bathroom supplies, and light-bulbs for use in the Interior Common Areas only.

Tenant shall promptly notify Landlord if any additional supplies are required from time to time.

6.2.2. Building. Landlord shall, at its sole cost and expense, be responsible to maintain and repair all structural portions of the Building including, the roof, walls, foundations and the plumbing and electrical systems. Landlord shall also be responsible to repair or replace any fixtures in the restrooms provided the damage was not caused by the negligence of Tenant or its employees, agents or contractors.

6.2.3. Tenant Responsibility. Notwithstanding the foregoing, Tenant shall be responsible for any damage to the Common Areas or the Building which are the result of the negligence or willful misconduct of Tenant, its employees, agents, invitees or contractors.

7. ALTERATIONS AND ADDITIONS. Tenant shall not make or permit any alterations, additions or improvements in, to or about the Lease Premises or any part thereof without the prior written consent of Landlord. Any alterations, additions or improvements in, to or about the Lease Premises shall become a part of the Real Property, belong to Landlord and be surrendered with the Lease Premises without compensation to Tenant.

8. REQUIRED IMPROVEMENTS.

8.1. Landlord Improvements. Landlord is not obligated to make any improvements of any kind to all or any portion of the Lease Premises.

8.2. Tenant Improvements.

8.2.1. Initial Required Work. [Intentionally Omitted]

8.2.2. Future Improvements. Tenant shall not make or allow to be made any alterations or additions in or to the Lease Premises without first obtaining the written consent of Landlord. Landlord's consent will not be unreasonably withheld or delayed with respect to proposed alterations and additions that: (i) comply with all applicable laws, ordinances, rules and regulations; (ii) will not interfere with the Port of Richmond future use of the Lease Premises; and (iii) will not trigger any additional costs to Landlord (other than those for which Tenant is obligated to reimburse Landlord pursuant to the terms of this Lease).

Any consent given by Landlord under this Section 8.2 shall be deemed conditioned upon: (i) Tenant's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner.

Any and all alterations, additions or improvements made to the Lease Premises by Tenant shall become the property of Landlord upon installation and shall be surrendered to Landlord without compensation to Tenant upon the termination of this Lease by lapse of time or otherwise unless Landlord conditioned its approval of such alterations, additions or improvements on Tenant's agreement to remove them, in which case Tenant shall before termination of this Lease, remove such alterations, additions and improvements, repair any damage resulting from such removal and restore the Lease Premises to their condition existing prior to the date of installation of such alterations, additions and improvements. Notwithstanding anything to the contrary set forth above, this clause shall not apply to movable equipment, personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and expense all damage caused to the Lease Premises by removal of Tenant's movable equipment, personal property or furniture and such other alterations, additions and improvements as Tenant shall be required or allowed by Landlord to remove from the Lease Premises.

All alterations, additions and improvements permitted under this Section 8.2 shall be constructed (i) diligently, in a good and workmanlike manner with new, good and sufficient materials; (ii) by a licensed bonded general contractor licensed in the State of California; (iii) without unreasonably interfering or impeding access to the Common Areas, and (iv) in compliance with all applicable laws, including, without limitation, Labor Code 1720 et seq which includes paying prevailing wages, and those related to accessibility and use by individuals with disabilities.

9. SIGNS. Except as provided below, Tenant shall not place any sign on or at the Lease Premises, including, but not limited to, signage in windows, without Landlord’s prior written consent which may specify requirements (“Approved Sign”). Any Approved Sign shall be installed solely at Tenant’s sole cost and expense. Tenant shall obtain any applicable permits for the installation of an Approved Sign and comply with all applicable laws. Tenant shall maintain Approved Signs in good condition at all times at Tenant’s sole cost and expense. If Tenant abandons or vacates the Lease Premises, Tenant shall no longer have the right to use the Approved Signs which Landlord shall have a right to remove.

10. UTILITIES. Landlord shall arrange for the provision of all utilities serving the Lease Premises, including without limitation water, sewer, gas, electricity, trash removal, and any other utility or service commonly supplied to commercial properties (collectively, “Utilities”). Tenant shall pay to Landlord, as additional rent, Tenant’s Pro Rata Share of the total cost of Utilities for the Real Property. For purposes of this Lease, “Pro Rata Share” means the percentage obtained by dividing the rentable square footage of the Lease Premises by the total rentable square footage of all premises leased to tenants within the Building. Landlord shall invoice Tenant monthly (or at such other intervals as Landlord may reasonably determine) for Tenant’s Pro Rata Share of the Utilities, which amount shall be payable by Tenant within five (5) days after Tenant’s receipt of such invoice. Invoices shall include a statement showing (a) the total Utilities cost for the billing period, (b) Tenant’s Pro Rata Share calculation, and (c) any prior period adjustments. If (a) there is a material change in the rentable square footage of any leased premises within the Building, or (b) Landlord determines in its reasonable discretion that 24 01337.0044 2046388.1 11
a different allocation method more accurately reflects actual usage (including, without limitation, based on sub-meter readings or other usage data), Landlord may adjust Tenant’s Pro Rata Share prospectively upon written notice to Tenant. Landlord shall not be liable for any interruption in Utility service except to the extent caused by Landlord’s gross negligence or willful misconduct. No interruption shall entitle Tenant to an abatement of Rent or to terminate this Lease.

11. ENVIRONMENTAL MATTERS; SAFETY PRECAUTIONS & POLLUTION CONTROL.

11.1. Hazardous Materials.
(a) Tenant shall not cause or permit any Hazardous Material (as defined in below) to be brought, kept, used, generated, released or disposed in, on, under or about the Lease Premises by Tenant, its agents, employees, contractors or invitees; provided, however, that Tenant may use, store and dispose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for Tenant's operations in the Lease Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Lease Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Lease Premises, or any portion thereof, and sums paid in settlement of claims, fines, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of such breach. This indemnification of Landlord by Tenant includes, without limitation, death of or injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision, including the City of Richmond, because of any Hazardous Material present in, on, under or about the Lease Premises (including soil and ground water contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Lease Premises caused or permitted by Tenant results in any contamination of the Lease Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of such Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials located on the Lease Premises as of the Effective Date or any Hazardous Materials placed on the Lease Premises by a party other than Tenant or Tenant’s agents, contractors or employees.
(b) Definitions. As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States government. The term "Hazardous Material" includes, without limitation, any substance, material or waste that is (i) defined as a "hazardous waste" or similar 25 01337.0044 2046388.1 12
term under the laws of the jurisdiction where the Lease Premises is located; (ii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition.

The term "Laws" means any applicable federal, state or local laws, ordinances, rules or regulations relating to any Hazardous Material affecting the Lease Premises, including, without limitation, the specific laws, ordinances and regulations referred to above. References to specific Laws shall also be references to any amendments thereto and to any applicable successor Laws.

11.2. Safety Precautions and Storm Water Pollution Control. In connection with Tenant’s use and occupancy of the Lease Premises, Tenant shall take measures to minimize the potential for Hazardous Materials or other pollutants to enter the San Francisco Bay and/or Port of Richmond’s storm water drainage system. The targeted pollutants include Hazardous Materials and floatable materials, oxygen demanding substances (e.g. plant debris, street litter and organic substances), bacteria and viruses, sediment, and nutrients (e.g. nitrogen and phosphorous).

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Lease Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fuel from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks; fueling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run-on of storm water and the run-off of spills. “Secondary containment” means a back-up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosing down work areas; storing idle equipment under cover, switching to non-toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the discharge of pollutants to storm water from outdoor equipment and operations by reducing the amount of waste created; enclosing or covering all or some of the equipment; and installing secondary containment. 26 01337.0044 2046388.1 13
(4) Preventing the discharge of pollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains.
(5) Preventing the discharge of pollutants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses. (6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards against accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run-on, run-off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodically sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or washed from storage areas; and installing pellet traps at storm water discharge points where plastic pellets are loaded and unloaded.
(8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, storage, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing run-on and run-off from waste management areas; and covering dumpsters and garbage cans during the rainy season.
(9) Preventing the discharge of pollutants to storm water from contaminated or erodible surface areas by leaving as much vegetation on-site as reasonably possible; minimizing soil exposure; stabilizing exposed soils; and preventing storm water run-on and run-off.
(10) Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonably possible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains.
(11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment and erosion controls; and enclosing or covering building material storage areas. (12) Preventing the discharge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface maintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. “Over water activities” refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to storm water by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other 27 01337.0044 2046388.1 14
material to contain spray paint and blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them.

11.3. Right of Entry. Notwithstanding Section 15, Landlord, its employees, agents and consultants, shall have the right to enter the Lease Premises at any time in order to conduct periodic environmental inspections and tests to determine whether any Hazardous Materials are present. The costs and expenses of such inspections shall be paid by Landlord unless a default or breach of this Lease, violation of Laws or contamination caused or permitted by Tenant is found to exist. In such event, Tenant shall reimburse Landlord upon demand, as additional rent, for the reasonable costs and expenses of such inspections.

11.4. Notice to Landlord. Tenant shall promptly notify Landlord in writing of: (i) any enforcement, clean-up, removal or other governmental or regulatory action instituted or threatened regarding the Lease Premises pursuant to any Laws; (ii) any claim made or threatened by any person against Tenant or the Lease Premises relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (iii) any reports made to or received from any governmental agency arising out of or in connection with any Hazardous Material in or removed from the Lease Premises, including any complaints, notices, warnings or asserted violations in connection therewith.

12. CLAIMS AGAINST LEASE PREMISES. Tenant shall not suffer or permit to be enforced against the Lease Premises, or any part thereof, any mechanic’s, materialman’s, contractor’s, subcontractor’s or supplier’s liens arising from any claim for any work of construction, repair, restoration, replacement or improvement of or to the Lease Premises or any other claim or demand how ever the same may arise, and Tenant shall pay or cause to be paid any and all such claims or demands before any action is brought to enforce the same against the Lease Premises. Tenant agrees to indemnify and hold Landlord and the Lease Premises free and harmless of all liability for any and all such claims and demands, together with Landlord’s reasonable attorneys’ fees and all costs and expenses in connection with any such claims or liens.

13. PERSONAL PROPERTY & POSSESSORY INTEREST TAXES.

13.1. Mandatory Notice. Notice is hereby given to Tenant pursuant to California Revenue and Taxation Code Section 107.6 and Health and Safety Code Section 33673 that the interest of Tenant created in the Lease Premises pursuant to this Lease is subject to real property taxation and Tenant shall promptly pay all possessory interest taxes.

13.2. Payment of Taxes. Tenant shall pay prior to delinquency any and all personal property taxes and possessory interest taxes attributable to the Lease Premises. Tenant is aware that this leasehold is subject to possessory interest taxes as assessed by the County of Contra Costa. Tenant shall indemnify, defend and hold harmless Landlord against any and all such taxes, fees, penalties or interest assessed, or imposed against Landlord hereunder. In the event Tenant fails to timely pay any tax, assessment, fee, penalty or interest, Landlord, at its option, shall have the right to pay such charge and treat such payment as additional rent to be charged to Tenant and paid by Tenant to Landlord within five (5) days after receipt of written 28 01337.0044 2046388.1 15
notice from Landlord. Tenant shall be solely responsible for the payment of all taxes attributable to its operations, including but not limited to, sales taxes and income taxes.

14. HOLDING OVER. If Tenant remains in possession of the Lease Premises, or any part thereof, after the expiration of the Term, such occupancy shall be a tenancy from month-tomonth with Monthly Base Rent payable each month equal to one hundred fifty percent (150%) of the Monthly Base Rent that was payable prior to expiration of the Term, cancelable upon thirty (30) days’ written notice upon the terms and conditions that existed during the last year of the Term.

15. ENTRY BY LANDLORD. Tenant agrees that representatives of Landlord, as designated by Landlord, shall, during normal business hours, or outside normal business hours in the event of an emergency, have the right to enter the Lease Premises and inspect the same to determine if the same complies with each and every term and condition of this Lease and with all applicable municipal, county, state and federal laws, rules, ordinances and regulations relating to building occupancy and the conduct of Tenant’s business. Tenant waives any claim for damages or for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Lease Premises, and any loss occasioned thereby.

Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Lease Premises without liability to Tenant, except for any failure to exercise reasonable care for Tenant’s property. Any entry to the Lease Premises obtained by Landlord under this Section, shall not be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Lease Premises, or an eviction of Tenant from the Lease Premises.

16. DAMAGE. In the event of a fire or other casualty in the Lease Premises, this Lease shall terminate effective immediately. The proceeds from any insurance paid by reason of damage to or destruction of the Lease Premises or any part thereof insured by Landlord shall belong to and be paid to Landlord. The proceeds from any insurance paid by reason of damage to or destruction of the Lease Premises or any part thereof insured by Tenant shall belong to and be paid to Tenant. Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Lease Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith.

17. EMINENT DOMAIN. If all or any portion of the Lease Premises are taken under the power of eminent domain or sold under the threat of the exercise of such power (all of which are referred to herein as "condemnation"), this Lease shall cease and terminate as of the date of taking. All proceeds from any condemnation of the Lease Premises shall belong and be paid to Landlord; provided that Tenant shall be entitled to any compensation separately awarded to Tenant for loss of Tenant's trade fixtures, if any and relocation costs.

18. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a written statement in a form as required by Landlord which shall include among other information (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any 29 01337.0044 2046388.1 16
prospective purchaser or encumbrancer of all or any portion of which the Lease Premises are a part.

19. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Lease Premises, without the prior written consent of Landlord which consent may be withheld by Landlord in its sole and absolute discretion. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Irrespective of any assignment or sublease and, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. A transfer of any ownership interest in the entity comprising of Tenant shall be deemed an assignment under this Lease. No interest of Tenant in this Lease shall be assignable by operation of law. Any transfer, assignment or subletting of the Lease Premises without such prior written consent shall be void for all purposes and shall be a Tenant’s Default (as defined in Section 22) under this Lease.

20. INDEMNIFICATION. Tenant shall defend, indemnify, and hold Landlord harmless from, and reimburse Landlord for, any loss, cost, expense, liability, or damages of every kind or nature, including but not limited to injury to or death of any person or destruction of the Lease Premises in connection with or related to, the use by Tenant or any third party (including officers, directors, employees and invitees) of the Lease Premises or any facilities located thereon in connection with the business being conducted by Tenant. In addition, Tenant shall defend, indemnify, and hold Landlord harmless from any breach or default in the performance of any obligation to be performed by Tenant under this Lease, any violation of governmental law or regulation, or any intentional misconduct or negligence of Tenant, or any officer, agent, employee, guest, or invitee of Tenant, regardless of whether such intentional misconduct or negligence was active or passive. In the event of the occurrence of any event which is an indemnifiable event pursuant to this Section, Tenant shall notify Landlord promptly and, if such event involves the claim of any third person, Tenant shall assume all expenses with respect to the defense, settlement, adjustment, or compromise of any claim; provided that Landlord may, if it so desires, employ counsel at its own expense to assist in the handling of such claim. Tenant shall obtain the prior written approval of Landlord before entering into any settlement, adjustment or compromise of such claim. Tenant shall reimburse Landlord or any third party (including officers, directors, and employees of Landlord) for any legal expenses and costs incurred in connection with or in enforcing the indemnity herein provided. All indemnification obligations hereunder shall survive the expiration or termination of this Lease. Notwithstanding the generality of the foregoing, Tenant’s obligation to indemnify Landlord shall not extend to liability solely caused by the gross negligence or willful misconduct of Landlord, its officers, employees or agents on the Lease Premises, or events or activities conducted by Landlord. The provisions of this Section 20 shall survive termination of this Lease for any reason.

21. INSURANCE.

21.1. Landlord's Insurance. At no cost to Tenant, Landlord may secure and maintain policies of insurance for the Lease Premises covering loss of or damage to the Lease Premises with loss payable to Landlord. Landlord shall not be obligated to obtain insurance for any of Tenant's trade fixtures, equipment, furnishings, machinery or other property. Such policies may provide protection against fire and extended coverage perils and such additional perils as Landlord deems suitable, and with such deductible(s) as Landlord shall deem reasonably appropriate. Tenant shall not be a beneficiary of any such policies.
30 01337.0044 2046388.1 17

21.2. Tenant's Insurance Requirements. Tenant, at its own cost and expense, shall provide and maintain insurance coverage as set forth in attached Exhibit C entitled “Insurance Requirements for Tenant” which shall include liquor liability coverage.

21.3. Waiver of Subrogation. Tenant agrees that in the event of loss arising out of any of the perils for which it has agreed to provide insurance against, Tenant shall look solely to its insurer for recovery. Tenant hereby grants to Landlord, on behalf of its insurers, a waiver of any right to subrogation which any such insurer of Tenant may acquire against Landlord by virtue of the payment of any loss under such insurance.

21.4. Failure to Maintain Insurance; Proof of Compliance. If Tenant fails or refuses to procure or maintain insurance required by this Lease, or fails or refuses to furnish Landlord with required proof that the insurance has been procured and is in full force and paid for, Landlord shall have the right but not the obligation, at Landlord’s sole election and on five (5) days’ notice, to procure and maintain such insurance. The premiums paid by Landlord shall be treated as added Rent due from Tenant with interest at the rate of ten percent (10%) pursuant to Section 3.4. Landlord shall give prompt notice of the payment of such premiums, stating the amounts paid and the names of the insurer or insurers, and interest shall run from the day of the notice.

Notwithstanding that Landlord may secure policies under this Section, the failure of Tenant to obtain and maintain insurance under this Lease shall also constitute a material default by Tenant.

22. TENANT’S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant (“Tenant’s Default”):
a. The failure by Tenant to make any payment of Monthly Base Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Landlord to Tenant.
b. Failure to maintain all required permits.
c. The failure of Tenant to provide insurance in accordance with Section 21. d. Vacating or abandonment of the Lease Premises by Tenant. e. Assignment or subletting by Tenant without Landlord’s consent as required by Section 19.
f. A failure by Tenant to observe or perform any other covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such failure shall continue for a period of ten (10) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default involves such that more than twenty (20) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such twenty (20) day period and thereafter diligently prosecutes said cure to completion.
31 01337.0044 2046388.1 18
g. The making by Tenant of any general assignment or general arrangement for the benefit of creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located in or about the Lease Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located in or about the Lease Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days.

Any notice required to be given by Landlord under this Section shall be in lieu of and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure.

23. REMEDIES ON TENANT’S DEFAULT. In the event of any such material default or breach by Tenant, Landlord may at any time thereafter and without notice or demand and, without limiting Landlord in the exercise of a right or remedy Landlord may have by reason of such default or breach:
a. Terminate Tenant’s right to possession of the Lease Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Lease Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default including, but not limited to, the cost of recovering possession of the Lease Premises, expenses of reletting, including necessary renovation and alteration of the Lease Premises, for reasonable attorneys’ fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid Rent for the balance of the Term after the time of such award exceeds the amount of such rental loss for the same period that Tenant proves could be reasonably avoided. Unpaid installments of Rent or other sums shall bear interest from due date thereof at the rate of ten percent (10%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event Tenant shall have abandoned the Lease Premises, Landlord shall have the option of (1) taking possession of the Lease Premises and recovering from Tenant the amount specified in this subparagraph, or (2) proceeding under the provisions of the following subparagraphs.
b. Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant shall be entitled to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover Rent as it becomes due hereunder.
c. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the State of California. Furthermore, Tenant agrees that no election by Landlord as to any rights or remedies available hereunder or pursuant to any law or judicial decisions of the State of California shall be binding upon Landlord until the time of trial of any such action or proceeding. 32 01337.0044 2046388.1 19
d. All rights, privileges and elections or remedies of Landlord are cumulative and not alternative with all other rights and remedies at law or in equity to the fullest extent permitted by law.
e. Tenant waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law in the event Tenant is evicted and Landlord takes possession of the Lease Premises by reason of a default.

24. LANDLORD'S RIGHT TO PERFORM. Notwithstanding anything to the contrary set forth elsewhere in this Lease, in the event Tenant fails to perform any affirmative duty or obligation of Tenant under this Lease, then within five (5) business days after written notice to Tenant (and without notice in case of an emergency) Landlord may (but shall not be obligated to) perform such duty or obligation on Tenant's behalf, including, without limitation, the obtaining of insurance policies or governmental licenses, permits or approvals. Tenant shall reimburse Landlord upon demand for the reasonable costs and expenses of any such performance (including penalties, interest and attorneys' fees incurred in connection therewith). Such reasonable costs and expenses incurred by Landlord shall be deemed additional rent hereunder.

25. LANDLORD’S DEFAULT. A failure by Landlord to observe or perform any covenants, conditions or provisions of this Lease to be observed or performed by Landlord, where such failure shall continue for a period of thirty (30) days after written notice thereof by Tenant to Landlord; provided, however, that if the nature of the default involves such that more than thirty (30) days are reasonably required for its cure, then Landlord shall not be deemed to be in default if Landlord commences such cure within such thirty sixty (30) day period and thereafter diligently prosecutes said cure to completion (“Landlord’s Default”). Tenant shall not have the right to offset any amounts against Rent.

26. WAIVER. The waiver by Landlord of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. Acceptance of late payment of Monthly Base Rent or additional Rent by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Monthly Base Rent or Additional Rent.

27. TIME. Time is of the essence of this Lease and each and all of its provisions.

28. FORCE MAJEURE. A party’s failure to perform related to any cause beyond the Party’s reasonable control including, without limitation, any act of God, fire, terrorism, quarantine, pandemic or other casualty or accident, pandemic, quarantine, strike, lock-out, factory shutdown or altercation, embargo, or riot (excluding all financial obligations) shall not be considered a Default hereunder. No prevention, delay, or stoppage of performance shall be excused unless: (a) the party notifies the other party within ten (10) days of such prevention, delay or stoppage that it is claiming excuse of its obligations under this Section 30; and (b) the party diligently takes all reasonable actions necessary to cure the prevention, delay or stoppage and the party effects such cure within a reasonable time.
33 01337.0044 2046388.1 20

29. SALE OF REAL PROPERTY BY LANDLORD. In the event of any sale of the Real Property, Landlord shall be and hereby is entirely freed and relieved of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale. The purchaser, at such sale or any subsequent sale of the Real Property, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of Landlord under this Lease.

30. COMMISSION. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party.

31. SUCCESSORS. Subject to the provisions of this Lease with respect to assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the successors of the respective parties.

32. NOTICES. Any notices, demands or communications under this Lease between the parties shall be in writing, and may be given by (i) personal service, (ii) overnight delivery, or (iii) mailing via United States mail, certified mail, postage prepaid, return receipt requested (“US Mail”), addressed to each party as set forth below or such other address as may be furnished in writing by a party, and such notice or communication shall, if properly addressed, be deemed to have been given (a) as of the date so delivered under delivery methods (i) or (ii) above, or (b) three (3) business days after deposit into the U.S. Mail.

Tenant: CDK Wines, LLC dba Carica Wines
6173 Contra Costa Road
Oakland, CA 94618
Attn: Margaret Dollbaum
Landlord: Surplus Property Authority of City of Richmond 450 Civic Center Plaza
Richmond, CA 94804
Attention: Executive Director
With Copy to: Aleshire & Wynder, LLP
1 Park Plaza Suite 1000
Irvine, California, 92614
Attention: David J. Aleshire, City Attorney

33. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties.

No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party, including but not limited to the former Sublease. Each party has relied on his own examination of this Lease, the counsel of his own advisors, and the warranties, 34 01337.0044 2046388.1 21
representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Lease Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.

34. CONSTRUCTION. This Lease shall be construed according to its fair meaning as if prepared by both parties. Headings used in this Lease are provided for convenience only and shall not be used to construe meaning or intent.

35. INDEPENDENT CONTRACTOR. Neither Landlord nor any of its employees shall have any control over the manner, mode, or means by which Tenant’s agents or employees perform the services required herein, except as otherwise set forth herein. Landlord shall have no voice in the selection, discharge, supervision, or control of Tenant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Tenant shall perform all services required herein as an independent contractor with only such obligations as are consistent with that role. Tenant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Landlord.

Landlord shall not in any way or for any purpose become or be deemed to be a partner of Tenant in its business or otherwise, or a joint venturer or a member of any joint enterprise with Tenant.

36. ATTORNEYS’ FEES. In the event either party places the enforcement of this Lease, or any part of it, or the collection of any Rent due, or to become due, hereunder, or recovery of the possession of the Lease Premises, in the hands of an attorney, or files suit upon the same, the prevailing party shall recover its reasonable attorneys' fees, costs and expenses, including those that may be incurred on appeal. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not suit is filed or any suit that may be filed is pursued to decision or judgment. The term "prevailing party" shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by judgment or the abandonment by the other party of its claim or defense; provided however, the parties may agree to compromise or settlement in writing, which compromise or settlement may include a provision that each party is to bear their own attorneys’ fees and costs. The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

37. QUIET ENJOYMENT. Subject to Tenant’s payment of all Rent and performance of all covenants and obligations of Tenant under this Lease, Tenant shall have quiet possession and quiet enjoyment of the Lease Premises.

38. AUTHORITY. Each individual executing this Lease on behalf of Tenant represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of Tenant and that this Lease is binding upon Tenant in accordance with its terms.

39. GOVERNING LAW. This Lease shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

40. JURISDICTION. If any legal action is necessary to enforce the terms and conditions of this Lease, the parties agree that a court of competent jurisdiction in the County of Contra Costa shall be the sole venue and jurisdiction for the bringing of such action. 35 01337.0044 2046388.1 22

41. SEVERABILITY. If any paragraph, section, sentence, clause, or phrase contained in this Lease shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the Lease shall not be affected thereby.

42. AMENDMENT OR MODIFICATION. Any modification or amendment of any provision of this Lease must be in writing and executed by duly authorized representatives of both parties.

43. COUNTERPARTS. This Lease may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall be deemed but one and the same instrument, and a facsimile copy of such execution shall be deemed an original.

44. NO ELECTRONIC EXECUTION. This Lease may not be executed electronically because it needs to be recorded and electronically executed documents are not acceptable by the Office of the County Recorder.

45. EXHIBITS. Exhibits A, B, and C, attached hereto is incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE]
36 01337.0044 2046388.1 23
NOW, THEREFORE, the parties hereto have entered into the Lease as of the Lease Date.

TENANT: LANDLORD:

CDK WINES, LLC,
dba CARICA WINES
a California limited liability company
By: _______________________
Margaret Dollbaum,
Managing Member

SURPLUS PROPERTY AUTHORITY OF

THE CITY OF RICHMOND,
a public body corporate and politic
By: _____________________________
Sasha Curl, Executive Director
Dated: ________________, 2025
ATTEST:
_______________________
Pamela Christian, Secretary
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: _____________________
David J. Aleshire
Authority Counsel
37 01337.0044 2046388.1 1

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY
The Premises described in this Lease is located on real property owned by the Surplus Property Authority of the City of Richmond (“SPA”), within the Point Potrero Marine Terminal (PPMT) at the Port of Richmond.

The Premises is situated on a portion of the real property identified for assessor purposes as:

County of Contra Costa, State of California
Assessor’s Parcel Number (APN): 560-320-016-2
This APN 560-320-016-2 includes multiple buildings and properties. The Premises under this Lease consists only of the building known as the “Riggers Loft” located at 1325 Canal Boulevard and the specific interior and exterior area(s) identified in this Lease and does not include the entirety of said parcel.

The exact location, boundaries, and configuration of the Premises are depicted in Exhibit B (Depiction of Lease Premises), which is attached hereto and incorporated by reference Exhibit B governs the physical outline of the leased premises. 38 01337.0044 2046388.1 1

EXHIBIT B

DEPICTION OF LEASE PREMISES
39 KCED
1 2 3 4 5 5.5 6 7 8 9 10 11 12 13
E
D
C
B
A

ECI FF OTROP
Prepared Under the Direction of:

California
State Of
Contra Costa
County Of
RIchmond
City Of

PORT OF RICMOND

FLOOR PLAN

RIGGERS LOFT
- XX/XX/XX XXX XXX XXX XXX
A-1
Plan File:

Project Number:

Sheet

D-XXXX-XX
20235125-10
Scale:

Date: 10.16.2025
1"=10'
121 PARK PLACE
RICHMOND, CA 94801
415.883.9850
• •2024

ENGINEERING

LANDSCAPE ARCHITECTURE

SURVEYING

URBAN PLANNING
WWW.CSWST2.COM
Graphic Scale (in feet)
10 20 0 10
1 inch = 10 ft.
10’ x 28’ = 280 sqftCOMMON USE AREA

FWC COLD ROOM

FWC FREEZER
29’ x 17’ = 493 sqftCARICA DEDICATED SPACE
29’ x18’ = 522 sqftWACHIRA DEDICATED SPACE
23’ x 45’ = 1,035 sqftFWC DEDICATED SPACE
20’ x 40’ = 800 sqftFWC OUTDOOR STORAGE

FWC COOLER
21’ x 30’ = 630 sqftCOMMON USE AREA
21’ x 21’ = 441 sqftCOMMON USE AREA

SEWERSANITARY

LIFT CHARGER
40’ x 8’ = 320 sqftCARICA BIN STORAGE
40’ s 8’ = 320sqftFWC SHIPPING CONTAINER

DRAIN SETTLING TANKS
& WATER FILTRATIONHOT WATER HEATER

PROPANE TANK

RESTROOMS
12’ x 12’ = 144sqftSPACEFWC DEDICATED
110sqft11’ x 10’TankCARICA
135 sqft15’ x 9’TANKFWC
76’ x 29’ less allocated tank zones = 1,959 sqftCOMMON USE TANK AREA 36’ x 61’ = 2,196 sqftFWC DEDICATED SPACE
40 01337.0044 2046388.1 1

EXHIBIT C

TENANT INSURANCE REQUIREMENTS
41 01337.0044 2046388.1
2 42
01337.0044 2046388.1
3 43
01337.0044 2046388.1 1

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )
On _________________, 2025 before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

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.
44 01337.0044 2046388.1 1

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

LEASE AGREEMENT
This Lease Agreement (“Lease”) is made and entered into on this ____ day of ________, 2025 (“Lease Date”), by and between the SURPLUS PROPERTY AUTHORITY OF THE CITY OF RICHMOND, public body corporate and politic (“Landlord”) and FAR WEST CIDER, LLC, a California limited liability company (“Tenant”). Landlord and Tenant are collectively referred to herein as the “parties” or individually as a “party.” RECITALS:

C. Former Master Tenant/Sublandlord and Tenant previously entered into that certain Winery Facilities Agreement dated February 12, 2016 (“Sublease”) for the subleasing of a portion of the Real Property as described on Exhibit B (“Lease Premises”) consisting of approximately 3,510 square feet including (1) an office, (2) production room, and (3) barrel room together with the non-exclusive right to use the parking lot located adjacent to the Building ("Parking Area").

D. The Master Lease has been terminated pursuant to judicial action and is of no further force or effect. Accordingly, the Sublease has also legally terminated in its entirety and Landlord has no obligations to Tenant and Tenant has no rights under the Sublease.

E. However, Landlord and Tenant now desire to enter into a direct lease of the Lease Premises pursuant to the terms set forth herein.

NOW, THEREFORE, incorporating the Recitals above, parties agree as follows:

1. LEASE PREMISES; STATUTORY NOTICE.
46 01337.0044 2030822.4 2

1.2. Common Areas. Excluding the Lease Premises and the other portions of the Building which are leasable (“Other Leasable Areas”), those portions of the Building including, but not limited to, the internal backroom areas, restrooms, hallways, elevator, driveways, parking areas, landscaped areas, walkways, and sidewalks are reserved to Landlord and are hereinafter referred to as the “Common Areas.” The Common Areas which are within the Building consisting of, among other things, the lobby, internal backroom areas, restrooms, elevator and hallways are hereinafter referred to as the “Interior Common Areas.” All other portions of the Common Areas excluding the Interior Common Areas (including, but not limited to, the parking areas and landscaping) are hereinafter referred to as the “Exterior Common Areas.” Common Areas are designated within Exhibit B, and include all areas not otherwise designated to Tenant or any other tenant. Tenant agrees to indemnify and hold Landlord and the Interior Common Areas and Exterior Common Areas free and harmless of all liability for any and all such claims and demands, together with Landlord’s reasonable attorneys’ fees and all costs and expenses in connection with any such claims or liens in accordance with Section 20 of this Lease.

Landlord shall exercise its reserved rights in a manner reasonably calculated to avoid material disruption to Tenant’s business.

1.4. 1.4 AS-IS. Tenant acknowledges that, as of the Effective Date (as defined in 47 01337.0044 2030822.4 3
Section 2.1), Tenant is in possession of the Lease Premises and confirms that the Lease Premises are in good order, repair, and condition and suitable for the uses authorized by this Lease and Landlord makes no representations or warranties regarding the Lease Premises.

This Lease is subject to all existing easements, covenants, servitudes, licenses, rights-of-way and all matters of record.

1.5. 1.5 Disclosures. Tenant has been advised as follows:
(a) Property History & Historic Designation. The Lease Premises are one (1) of the four (4) shipyards developed by Henry J Kaiser between 1941 and 1942 which was used to construct vessels during World War II. Immediately following the war, the Lease Premises was converted to a ship repair facility. In 1946, the shipyards were abandoned and thereafter used for vessel storage. The existing facility has received minimal maintenance since construction in the 1940’s and there may be debris at the bottom of the basin. Tenant will be solely responsible for repairs and maintenance pursuant to Section 6. Tenant is aware that the Lease Premises are subject to City of Richmond’s Historic Structures Code as defined in Chapter 6.06 of the Richmond Municipal Code.
(b) Asbestos Notification for Commercial Property Constructed Before 1979.

Because of their age, the preexisting improvements, such as concrete, within the Lease Premises may contain asbestos-containing materials (“ACMs”). If ACMs are likely to be disturbed in the course of developing any alterations, additions or improvements, Tenant shall encapsulate or remove the ACMs in accordance with an asbestos-removal plan reasonably approved by Landlord and otherwise in accordance with all applicable Hazardous Materials Laws, including giving all notices required by California Health & Safety Code Sections 25915--25919.7. (c) Lead Warning Statement. Soils within the Lease Premises may contain leadbased paints (“LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Tenant may at its sole cost and expense, have a state-certified LBP Inspector complete a LBP inspection and abatement and, if Tenant completes such inspection, shall provide an abatement certification to Landlord. Landlord has no specific knowledge of the presence of LBP in or about the Lease Premises.
(d) Statutory Disclosure Notice. Landlord hereby advises Tenant that the Lease Premises have not been issued a disability access inspection certificate, as described in California Civil Code Section 55.53(e) and therefore, pursuant to California Civil Code Section 1938, Landlord provides the following statutory notice to Tenant:
“A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp 48 01337.0044 2030822.4 4
inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

1.7. Security.

1.7.1. Limited Security. Security for the Building will consist of normal and customary patrols and availability of the Richmond Police Department.

2. TERM; OPTION TO EXTEND.

2.2. Option to Extend. Intentionally omitted.

2.3. Landlord Option to Terminate. At any time after the Initial Term, Landlord has the right to terminate this Lease for any reason upon providing one hundred eighty (180) days’ written notice to Tenant. Notwithstanding any notice to terminate under this Section 2.3, Tenant 49 01337.0044 2030822.4 5
shall remain obligated to pay Base Rent and comply with all terms of this Lease prior to the actual termination date.

3. RENT.

3.1. Rent Commencement Date. Tenant shall commence paying the Monthly Base Rent (as defined below) on the Effective Date (“Rent Commencement Date”).

3.2. Base Rent.

3.2.1. Monthly Base Rent. The initial Annual Base Rent shall be Seventy Four Thousand Two Hundred Thirty Two Dollars ($74,232) (“Annual Base Rent”), payable in equal monthly payments of Six Thousand One Hundred Eight-Six Dollars ($6,186) (“Monthly Base Rent”) payable in advance on the first (1st) day of each month.

3.3. Miscellaneous. All Monthly Base Rent shall be paid in advance without notice, demand, deduction or offset on or before the first day of each calendar month during the Term.

Month Base Rent for any period during the Term which is less than one (1) month shall be 50 01337.0044 2030822.4 6
prorated, assuming a thirty (30) day month. All Rent shall be paid to Landlord in lawful money of the United States of America, to Landlord at 450 Civic Center Plaza, Richmond, CA 94804 Attention: Executive Director, or at such other place as Landlord may designate in writing. Any and all sums which may be due from Tenant under this Lease are deemed “Rent.”

5. USE OF LEASE PREMISES.

5.1. Use.

5.1.1. General. Tenant shall only use the Lease Premises for the operation of a cidery and an appurtenant administrative office including, without limitation, receipt and fermentation of apples, manipulation of apples during all phases of cider production, receipt of bulk deliveries, storage and aging of cider in barrel, filtration and bottling of cider, storage of case goods and shipment of case goods. Tenant shall be allowed to use Exterior Common Area as depicted within the attached Lease Premises (Exhibit B), for the purposes of cleaning and sanitizing equipment, apple pressing, keg washing, and other water intensive cleaning projects. Exterior storage shall be limited to the storage container located adjacent to the southernmost exterior Common Area, and the outdoor storage area located adjacent to the northeast corner 51 01337.0044 2030822.4 7
of the building, as depicted in Exhibit B. Subject to all applicable laws and ordinances, Tenant may use the Lease Premises 24 hours a day, 7 days a week. Tenant shall not use or permit the Lease Premises or any part thereof to be used for any other purpose without the prior written consent of Landlord. Tenant shall operate its business in an efficient, business-like and first class manner. Tenant shall at all times comply with the provisions of this Section 5 and Section 11.

2.65 (Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications) of the Richmond Municipal Code, as may be applicable.

Tenant shall comply with Section 5.3.

Tenant shall not engage in activities (including, without limitation, spray painting, sandblasting, blowing of stacks, funnels or exhaust pipes, or other releases of particulate matter) on land or at sea within the jurisdiction of Port of Richmond that creates a significant risk of injury or damage to Real Property or personal property owned or possessed by any tenant or its customers or which otherwise may materially interfere with the Landlord’s operations in the Port of Richmond.

5.5. Abandonment. Tenant shall not abandon the Lease Premises during the Term.

6. MAINTENANCE AND REPAIRS.

6.1. Tenant’s Duties.

6.1.1. General. Tenant shall, at Tenant’s sole cost and expense, maintain the Lease Premises (in its entirety) in good condition and repair at all times. Upon the expiration or sooner termination of this Lease, Tenant shall surrender the Lease Premises in good condition and repair, reasonable wear and tear excepted. Should Tenant fail to vacate the Lease Premises in a clean and undamaged condition, Landlord may, in its sole discretion, arrange for the cleaning and/or repair of the Lease Premises, the cost of which may be deducted from the Security Deposit or otherwise promptly reimbursed by Tenant. Except as otherwise specifically provided in this Lease, Tenant shall be solely responsible for the security of the Lease Premises

6.1.4. Duty to Notify. Tenant will promptly notify Landlord of any repairs or maintenance which are needed to the areas which are Landlord’s responsibility under Section 6.2.

6.2. Landlord Duties.

6.2.1. Common Areas. At Landlord’s sole cost and expense, Landlord shall be responsible for maintaining the Common Areas in good condition and repair in 53 01337.0044 2030822.4 9
a neat, clean and attractive condition on a reasonable schedule which Landlord will provide to Tenant. Landlord shall provide cleaning products, bathroom supplies, and light-bulbs for use in the Interior Common Areas only.

Tenant shall promptly notify Landlord if any additional supplies are required from time to time.

8. REQUIRED IMPROVEMENTS.

8.1. Landlord Improvements. Landlord is not obligated to make any improvements of any kind to all or any portion of the Lease Premises.

8.2. Tenant Improvements.

8.2.1. Initial Required Work. [Intentionally Omitted]

Tenant shall provide Landlord with not less than ten (10) days prior written notice of commencement of the work so as to enable Landlord to post and record 54 01337.0044 2030822.4 10
appropriate notices of non-responsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall timely pay the contractors and suppliers all amounts due to them when due and keep the Lease Premises free from any and all mechanics', materialmen's and other liens and claims arising out of any work performed, materials furnished or obligations incurred by or for Tenant.

10. UTILITIES. Landlord shall arrange for the provision of all utilities serving the Lease Premises, including without limitation water, sewer, gas, electricity, trash removal, and any other utility or service commonly supplied to commercial properties (collectively, “Utilities”). Tenant shall pay to Landlord, as additional rent, Tenant’s Pro Rata Share of the total cost of Utilities for the Real Property. For purposes of this Lease, “Pro Rata Share” means the percentage obtained by dividing the rentable square footage of the Lease Premises by the total rentable square footage of all premises leased to tenants within the Building. Landlord shall invoice Tenant monthly (or at such other intervals as Landlord may reasonably determine) for Tenant’s Pro Rata Share of the Utilities, which amount shall be payable by Tenant within five (5) days after Tenant’s receipt of such invoice. Invoices shall include a statement showing (a) the total Utilities cost for the billing period, (b) Tenant’s Pro Rata Share calculation, and (c) any prior 55 01337.0044 2030822.4 11
period adjustments. If (a) there is a material change in the rentable square footage of any leased premises within the Building, or (b) Landlord determines in its reasonable discretion that a different allocation method more accurately reflects actual usage (including, without limitation, based on sub-meter readings or other usage data), Landlord may adjust Tenant’s Pro Rata Share prospectively upon written notice to Tenant. Landlord shall not be liable for any interruption in Utility service except to the extent caused by Landlord’s gross negligence or willful misconduct. No interruption shall entitle Tenant to an abatement of Rent or to terminate this Lease.

11. ENVIRONMENTAL MATTERS; SAFETY PRECAUTIONS & POLLUTION CONTROL.

11.1. Hazardous Materials.
(a) Tenant shall not cause or permit any Hazardous Material (as defined in below) to be brought, kept, used, generated, released or disposed in, on, under or about the Lease Premises by Tenant, its agents, employees, contractors or invitees; provided, however, that Tenant may use, store and dispose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for Tenant's operations in the Lease Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Lease Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Lease Premises, or any portion thereof, and sums paid in settlement of claims, fines, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of such breach. This indemnification of Landlord by Tenant includes, without limitation, death of or injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision, including the City of Richmond, because of any Hazardous Material present in, on, under or about the Lease Premises (including soil and ground water contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Lease Premises caused or permitted by Tenant results in any contamination of the Lease Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of such Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials located on the Lease Premises as of the Effective Date or any Hazardous Materials placed on the Lease Premises by a party other than Tenant or Tenant’s agents, contractors or employees.
(b) Definitions. As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States 56 01337.0044 2030822.4 12
government. The term "Hazardous Material" includes, without limitation, any substance, material or waste that is (i) defined as a "hazardous waste" or similar term under the laws of the jurisdiction where the Lease Premises is located; (ii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition.

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Lease Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fuel from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks; fueling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run-on of storm water and the run-off of spills. “Secondary containment” means a back-up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosing down work areas; storing idle equipment under cover, switching to non-toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the discharge of pollutants to storm water from outdoor equipment and operations by reducing the amount of waste created; enclosing or covering all or some of the equipment; and installing secondary containment. 57 01337.0044 2030822.4 13
(4) Preventing the discharge of pollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains.
(5) Preventing the discharge of pollutants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses. (6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards against accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run-on, run-off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodically sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or washed from storage areas; and installing pellet traps at storm water discharge points where plastic pellets are loaded and unloaded.
(8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, storage, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing run-on and run-off from waste management areas; and covering dumpsters and garbage cans during the rainy season.
(9) Preventing the discharge of pollutants to storm water from contaminated or erodible surface areas by leaving as much vegetation on-site as reasonably possible; minimizing soil exposure; stabilizing exposed soils; and preventing storm water run-on and run-off.
(10) Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonably possible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains.
(11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment and erosion controls; and enclosing or covering building material storage areas. (12) Preventing the discharge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface maintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. “Over water activities” refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to storm water by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other 58 01337.0044 2030822.4 14
material to contain spray paint and blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them.

13. PERSONAL PROPERTY & POSSESSORY INTEREST TAXES.

13.2. Payment of Taxes. Tenant shall pay prior to delinquency any and all personal property taxes and possessory interest taxes attributable to the Lease Premises. Tenant is aware that this leasehold is subject to possessory interest taxes as assessed by the County of Contra Costa. Tenant shall indemnify, defend and hold harmless Landlord against any and all such taxes, fees, penalties or interest assessed, or imposed against Landlord hereunder. In the event Tenant fails to timely pay any tax, assessment, fee, penalty or interest, Landlord, at its option, shall have the right to pay such charge and treat such payment as additional rent to be charged to Tenant and paid by Tenant to Landlord within five (5) days after receipt of written 59 01337.0044 2030822.4 15
notice from Landlord. Tenant shall be solely responsible for the payment of all taxes attributable to its operations, including but not limited to, sales taxes and income taxes.

18. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a written statement in a form as required by Landlord which shall include among other information (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any 60 01337.0044 2030822.4 16
prospective purchaser or encumbrancer of all or any portion of which the Lease Premises are a part.

21. INSURANCE.

Notwithstanding that Landlord may secure policies under this Section, the failure of Tenant to obtain and maintain insurance under this Lease shall also constitute a material default by Tenant.

22. TENANT’S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant (“Tenant’s Default”):
a. The failure by Tenant to make any payment of Monthly Base Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Landlord to Tenant.
b. Failure to maintain all required permits.
c. The failure of Tenant to provide insurance in accordance with Section 21. d. Vacating or abandonment of the Lease Premises by Tenant. e. Assignment or subletting by Tenant without Landlord’s consent as required by Section 19.
f. A failure by Tenant to observe or perform any other covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such failure shall continue for a period of ten (10) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default involves such that more than twenty (20) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such twenty (20) day period and thereafter diligently prosecutes said cure to completion.
62 01337.0044 2030822.4 18
g. The making by Tenant of any general assignment or general arrangement for the benefit of creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located in or about the Lease Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located in or about the Lease Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days.

Any notice required to be given by Landlord under this Section shall be in lieu of and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure.

23. REMEDIES ON TENANT’S DEFAULT. In the event of any such material default or breach by Tenant, Landlord may at any time thereafter and without notice or demand and, without limiting Landlord in the exercise of a right or remedy Landlord may have by reason of such default or breach:
a. Terminate Tenant’s right to possession of the Lease Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Lease Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default including, but not limited to, the cost of recovering possession of the Lease Premises, expenses of reletting, including necessary renovation and alteration of the Lease Premises, for reasonable attorneys’ fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid Rent for the balance of the Term after the time of such award exceeds the amount of such rental loss for the same period that Tenant proves could be reasonably avoided. Unpaid installments of Rent or other sums shall bear interest from due date thereof at the rate of ten percent (10%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event Tenant shall have abandoned the Lease Premises, Landlord shall have the option of (1) taking possession of the Lease Premises and recovering from Tenant the amount specified in this subparagraph, or (2) proceeding under the provisions of the following subparagraphs.
b. Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant shall be entitled to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover Rent as it becomes due hereunder.
c. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the State of California. Furthermore, Tenant agrees that no election by Landlord as to any rights or remedies available hereunder or pursuant to any law or judicial decisions of the State of California shall be binding upon Landlord until the time of trial of any such action or proceeding. 63 01337.0044 2030822.4 19
d. All rights, privileges and elections or remedies of Landlord are cumulative and not alternative with all other rights and remedies at law or in equity to the fullest extent permitted by law.
e. Tenant waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law in the event Tenant is evicted and Landlord takes possession of the Lease Premises by reason of a default.

27. TIME. Time is of the essence of this Lease and each and all of its provisions.

28. FORCE MAJEURE. A party’s failure to perform related to any cause beyond the Party’s reasonable control including, without limitation, any act of God, fire, terrorism, quarantine, pandemic or other casualty or accident, pandemic, quarantine, strike, lock-out, factory shutdown or altercation, embargo, declared state of emergency, or riot (excluding all financial obligations) shall not be considered a Default hereunder. No prevention, delay, or stoppage of performance shall be excused unless: (a) the party notifies the other party within ten (10) days of such prevention, delay or stoppage that it is claiming excuse of its obligations under this Section 30; and (b) the party diligently takes all reasonable actions necessary to cure the prevention, delay or stoppage and the party effects such cure within a reasonable time. 64 01337.0044 2030822.4 20

Tenant:

With Copy to:

Far West Cider LLC
PO Box 210158
San Francisco, CA 94121Attn: Steven Philip
Chinchiolo
Matthew Wertheim, Esq.
1015 Irwin Street
San Rafael, CA 94901
Landlord: Surplus Property Authority of City of Richmond 450 Civic Center Plaza
Richmond, CA 94804
Attention: Executive Director
With Copy to: Aleshire & Wynder, LLP
65 01337.0044 2030822.4 21
1 Park Plaza Suite 1000
Irvine, California, 92614
Attention: David J. Aleshire, City Attorney

33. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties.

No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party, including but not limited to the former Sublease. Each party has relied on his own examination of this Lease, the counsel of his own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Lease Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.

Landlord shall not in any way or for any purpose become or be deemed to be a partner of Tenant in its business or otherwise, or a joint venturer or a member of any joint enterprise with Tenant.

38. AUTHORITY. Each party executing this Lease represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of such partyand that this Lease is binding upon all parties in accordance with its terms.
66 01337.0044 2030822.4 22

39. GOVERNING LAW. This Lease shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

42. AMENDMENT OR MODIFICATION. Any modification or amendment of any provision of this Lease must be in writing and executed by duly authorized representatives of both parties.

EXHIBITS. Exhibits A, B, and C, attached hereto is incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE]
67 01337.0044 2030822.4 23
NOW, THEREFORE, the parties hereto have entered into the Lease as of the Lease Date.

TENANT: LANDLORD:

FAR WEST CIDER, LLC,
a California limited liability company
By: _______________________
Steven Chinchiolo,
Managing Member

SURPLUS PROPERTY AUTHORITY OF

ALESHIRE & WYNDER, LLP
By: _____________________
David J. Aleshire
Authority Counsel
68 01337.0044 2030822.4 1

EXHIBIT A

The Premises is situated on a portion of the real property identified for assessor purposes as:

EXHIBIT B

DEPICTION OF LEASE PREMISES
70 KCED
1 2 3 4 5 5.5 6 7 8 9 10 11 12 13
E
D
C
B
A

ECI FF OTROP
Prepared Under the Direction of:

California
State Of
Contra Costa
County Of
RIchmond
City Of

PORT OF RICMOND

FLOOR PLAN

RIGGERS LOFT
- XX/XX/XX XXX XXX XXX XXX
A-1
Plan File:

Project Number:

Sheet

D-XXXX-XX
20235125-10
Scale:

Date: 10.16.2025
1"=10'
121 PARK PLACE
RICHMOND, CA 94801
415.883.9850
• •2024

ENGINEERING

LANDSCAPE ARCHITECTURE

SURVEYING

URBAN PLANNING
WWW.CSWST2.COM
Graphic Scale (in feet)
10 20 0 10
1 inch = 10 ft.
10’ x 28’ = 280 sqftCOMMON USE AREA

FWC COLD ROOM

FWC FREEZER
29’ x 17’ = 493 sqftCARICA DEDICATED SPACE
29’ x18’ = 522 sqftWACHIRA DEDICATED SPACE
23’ x 45’ = 1,035 sqftFWC DEDICATED SPACE
20’ x 40’ = 800 sqftFWC OUTDOOR STORAGE

FWC COOLER
21’ x 30’ = 630 sqftCOMMON USE AREA
21’ x 21’ = 441 sqftCOMMON USE AREA

SEWERSANITARY

LIFT CHARGER
40’ x 8’ = 320 sqftCARICA BIN STORAGE
40’ s 8’ = 320sqftFWC SHIPPING CONTAINER

DRAIN SETTLING TANKS
& WATER FILTRATIONHOT WATER HEATER

PROPANE TANK

EXHIBIT C

TENANT INSURANCE REQUIREMENTS
72 01337.0044 2030822.4
2 73
01337.0044 2030822.4
3 74
01337.0044 2030822.4 1

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

LEASE AGREEMENT
This Lease Agreement (“Lease”) is made and entered into on this ____ day of ________, 2025 (“Lease Date”), by and between the SURPLUS PROPERTY AUTHORITY OF THE CITY OF RICHMOND, public body corporate and politic (“Landlord”) and KARIBU LOUNGE INC., DOING BUSINESS AS KARIBU LOUNGE, a California corporation (“Tenant”).

RECITALS:

C. Former Master Tenant/Sublandlord and Tenant previously entered into that certain Alternating Proprietor Agreement dated July 10, 2020 (“Sublease”) for the subleasing of a portion of the Real Property as described on Exhibit B (“Lease Premises”) consisting of approximately ________ square feet including a (1) production room, and (2) barrel room together with the non-exclusive right to use the adjacent parking lot located adjacent to the Building ("Parking Area").

E. However, Landlord and Tenant now desire to enter into a direct lease of the Lease Premises pursuant to the terms set forth herein.

NOW, THEREFORE, incorporating the Recitals above, parties agree as follows:

1. LEASE PREMISES; STATUTORY NOTICE.

1.1. Lease Premises. Subject to the terms of this Lease, Landlord hereby Leases to 522
77 01337.0044 2046549.1 2
Tenant and Tenant hereby leases from Landlord, the Lease Premises, together with the nonexclusive right to use the Common Areas (as defined in Section 1.2), subject to the disclosures and reservations set forth below. Landlord will not supply any equipment or facilities including, but not limited to, fermenting and storage tanks. Landlord is not a bonded winery and does not have a permit from the Alcohol and Tobacco Tax and Trade Bureau (“TTB”), allowing it to legally produce and sell wine while complying with specific regulatory requirements. The Lease Premises do not include the right to use the wharf (“Wharf”).

1.2. Common Areas. Excluding the Lease Premises and the other portions of the Building which are leasable (“Other Leasable Areas”), those portions of the Building including, but not limited to, the internal backroom areas, restrooms, hallways, elevator, driveways, parking areas, landscaped areas, walkways, and sidewalks are reserved to Landlord and are hereinafter referred to as the “Common Areas.” The Common Areas which are within the Building consisting of, among other things, the lobby, internal backroom areas, restrooms, elevator and hallways are hereinafter referred to as the “Interior Common Areas.” All other portions of the Common Areas excluding the Interior Common Areas (including, but not limited to, the parking areas and landscaping) are hereinafter referred to as the “Exterior Common Areas.” Tenant agrees to indemnify and hold Landlord and the Interior Common Areas and Exterior Common Areas free and harmless of all liability for any and all such claims and demands, together with Landlord’s reasonable attorneys’ fees and all costs and expenses in connection with any such claims or liens.

Landlord shall exercise its reserved rights in a manner reasonably calculated to avoid material disruption to Tenant’s business.

1.4. AS-IS. Tenant acknowledges that, as of the Effective Date (as defined in Section

2.1), Tenant is in possession of the Lease Premises and confirms that the Lease Premises are in good order, repair, and condition and suitable for the uses authorized by this Lease and Landlord makes no representations or warranties regarding the Lease Premises. This Lease is 78 01337.0044 2046549.1 3
subject to all existing easements, covenants, servitudes, licenses, rights-of-way and all matters of record.

Because of their age, the preexisting improvements, such as concrete, within the Lease Premises may contain asbestos-containing materials (“ACMs”). If ACMs are likely to be disturbed in the course of developing any alterations, additions or improvements, Tenant shall encapsulate or remove the ACMs in accordance with an asbestos-removal plan reasonably approved by Landlord and otherwise in accordance with all applicable Hazardous Materials Laws, including giving all notices required by California Health & Safety Code Sections 25915--25919.7. (c) Lead Warning Statement. Soils within the Lease Premises may contain leadbased paints (“LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Tenant may at its sole cost and expense, have a state-certified LBP Inspector complete a LBP inspection and abatement and, if Tenant completes such inspection, shall provide an abatement certification to Landlord. Landlord has no specific knowledge of the presence of LBP in or about the Lease Premises.
(d) Statutory Disclosure Notice. Landlord hereby advises Tenant that the Lease Premises have not been issued a disability access inspection certificate, as described in California Civil Code Section 55.53(e) and therefore, pursuant to California Civil Code Section 1938, Landlord provides the following statutory notice to Tenant:
“A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” 79 01337.0044 2046549.1 4

1.7. Security.

1.7.1. Limited Security. Security for the Building will consist of normal and customary patrols and availability of the Richmond Police Department.

2. TERM; OPTION TO EXTEND.

2.2. Option to Extend. Intentionally omitted.

2.3. Landlord Option to Terminate. At any time after the Initial Term, Landlord has the right to terminate this Lease for any reason upon providing one hundred eighty (180) days’ written notice to Tenant. Notwithstanding any notice to terminate under this Section 2.3, Tenant shall remain obligated to pay Base Rent and comply with all terms of this Lease prior to the actual termination date.
80 01337.0044 2046549.1 5

3. RENT.

3.1. Rent Commencement Date. Tenant shall commence paying the Monthly Base Rent (as defined below) on the Effective Date (“Rent Commencement Date”).

3.2. Base Rent.

3.3. Miscellaneous. All Monthly Base Rent shall be paid in advance without notice, demand, deduction or offset on or before the first day of each calendar month during the Term.

Month Base Rent for any period during the Term which is less than one (1) month shall be prorated, assuming a thirty (30) day month. All Rent shall be paid to Landlord in lawful money of the United States of America, to Landlord at 450 Civic Center Plaza, Richmond, CA 94804 81 01337.0044 2046549.1 6
Attention: Executive Director, or at such other place as Landlord may designate in writing. Any and all sums which may be due from Tenant under this Lease are deemed “Rent.”

5. USE OF LEASE PREMISES.

5.1. Use.

5.1.1. General. Tenant shall only use the Lease Premises for the operation of a winery and an appurtenant storage room including, without limitation, usage and storage of crush equipment, fermenting and storage tanks, barrel storage space, barrel working, and bottling. Tenant shall have the right to use the Exterior Common Areas, as depicted in the attached Lease Premises Depiction within Exhibit B, for the purposes of cleaning and sanitizing equipment, and for the crushing and pressing of grapes and grape must. Subject to all applicable laws and ordinances, Tenant may use the Lease Premises 24 hours a day, 7 days a week. Tenant shall not use or permit the Lease Premises or any part thereof to be used for any other purpose without the prior written consent of Landlord. Tenant shall operate its business in an efficient, business-like and first class manner. Tenant shall at all times comply with the provisions of this Section 5 and Section 11. 82 01337.0044 2046549.1 7

2.65 (Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications) of the Richmond Municipal Code, as may be applicable.

Tenant shall comply with Section 5.3.

Tenant shall not engage in activities (including, without limitation, spray painting, sandblasting, blowing of stacks, funnels or exhaust pipes, or other releases of particulate matter) on land or at sea within the jurisdiction of Port of Richmond that creates a significant risk of injury or damage to Real Property or personal property owned or possessed by any tenant or 83 01337.0044 2046549.1 8
its customers or which otherwise may materially interfere with the Landlord’s operations in the Port of Richmond.

5.5. Abandonment. Tenant shall not abandon the Lease Premises during the Term.

6. MAINTENANCE AND REPAIRS.

6.1. Tenant’s Duties.

6.1.4. Duty to Notify. Tenant will promptly notify Landlord of any repairs or maintenance which are needed to the areas which are Landlord’s responsibility under Section 6.2.

6.2. Landlord Duties.

6.2.1. Common Areas. At Landlord’s sole cost and expense, Landlord shall be responsible for maintaining the Common Areas in good condition and repair in a neat, clean and attractive condition on a reasonable schedule which Landlord will provide to Tenant. Landlord shall provide cleaning products, bathroom supplies, and light-bulbs for use in the Interior Common Areas only.

Tenant shall promptly notify Landlord if any additional supplies are required from time to time.
84 01337.0044 2046549.1 9

8. REQUIRED IMPROVEMENTS.

8.1. Landlord Improvements. Landlord is not obligated to make any improvements of any kind to all or any portion of the Lease Premises.

8.2. Tenant Improvements.

8.2.1. Initial Required Work. [Intentionally Omitted]

Tenant shall provide Landlord with not less than ten (10) days prior written notice of commencement of the work so as to enable Landlord to post and record appropriate notices of non-responsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall timely pay the contractors and suppliers all amounts due to them when due and keep the Lease Premises free from any and all mechanics', materialmen's and other liens and claims arising out of any work performed, materials furnished or obligations incurred by or for Tenant. 85 01337.0044 2046549.1 10
Any and all alterations, additions or improvements made to the Lease Premises by Tenant shall become the property of Landlord upon installation and shall be surrendered to Landlord without compensation to Tenant upon the termination of this Lease by lapse of time or otherwise unless Landlord conditioned its approval of such alterations, additions or improvements on Tenant's agreement to remove them, in which case Tenant shall before termination of this Lease, remove such alterations, additions and improvements, repair any damage resulting from such removal and restore the Lease Premises to their condition existing prior to the date of installation of such alterations, additions and improvements. Notwithstanding anything to the contrary set forth above, this clause shall not apply to movable equipment, personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and expense all damage caused to the Lease Premises by removal of Tenant's movable equipment, personal property or furniture and such other alterations, additions and improvements as Tenant shall be required or allowed by Landlord to remove from the Lease Premises.

10. UTILITIES. Landlord shall arrange for the provision of all utilities serving the Lease Premises, including without limitation water, sewer, gas, electricity, trash removal, and any other utility or service commonly supplied to commercial properties (collectively, “Utilities”). Tenant shall pay to Landlord, as additional rent, Tenant’s Pro Rata Share of the total cost of Utilities for the Real Property. For purposes of this Lease, “Pro Rata Share” means the percentage obtained by dividing the rentable square footage of the Lease Premises by the total rentable square footage of all premises leased to tenants within the Building. Landlord shall invoice Tenant monthly (or at such other intervals as Landlord may reasonably determine) for Tenant’s Pro Rata Share of the Utilities, which amount shall be payable by Tenant within five (5) days after Tenant’s receipt of such invoice. Invoices shall include a statement showing (a) the total Utilities cost for the billing period, (b) Tenant’s Pro Rata Share calculation, and (c) any prior period adjustments. If (a) there is a material change in the rentable square footage of any leased premises within the Building, or (b) Landlord determines in its reasonable discretion that a different allocation method more accurately reflects actual usage (including, without limitation, based on sub-meter readings or other usage data), Landlord may adjust Tenant’s Pro Rata Share prospectively upon written notice to Tenant. Landlord shall not be liable for any interruption in Utility service except to the extent caused by Landlord’s gross negligence or 86 01337.0044 2046549.1 11
willful misconduct. No interruption shall entitle Tenant to an abatement of Rent or to terminate this Lease.

11. ENVIRONMENTAL MATTERS; SAFETY PRECAUTIONS & POLLUTION CONTROL.

11.1. Hazardous Materials.
(a) Tenant shall not cause or permit any Hazardous Material (as defined in below) to be brought, kept, used, generated, released or disposed in, on, under or about the Lease Premises by Tenant, its agents, employees, contractors or invitees; provided, however, that Tenant may use, store and dispose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for Tenant's operations in the Lease Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Lease Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Lease Premises, or any portion thereof, and sums paid in settlement of claims, fines, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of such breach. This indemnification of Landlord by Tenant includes, without limitation, death of or injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision, including the City of Richmond, because of any Hazardous Material present in, on, under or about the Lease Premises (including soil and ground water contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Lease Premises caused or permitted by Tenant results in any contamination of the Lease Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of such Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials located on the Lease Premises as of the Effective Date or any Hazardous Materials placed on the Lease Premises by a party other than Tenant or Tenant’s agents, contractors or employees.
(b) Definitions. As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States government. The term "Hazardous Material" includes, without limitation, any substance, material or waste that is (i) defined as a "hazardous waste" or similar term under the laws of the jurisdiction where the Lease Premises is located; (ii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and 87 01337.0044 2046549.1 12
Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition.

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Lease Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fuel from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks; fueling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run-on of storm water and the run-off of spills. “Secondary containment” means a back-up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosing down work areas; storing idle equipment under cover, switching to non-toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the discharge of pollutants to storm water from outdoor equipment and operations by reducing the amount of waste created; enclosing or covering all or some of the equipment; and installing secondary containment. (4) Preventing the discharge of pollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains.
88 01337.0044 2046549.1 13
(5) Preventing the discharge of pollutants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses. (6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards against accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run-on, run-off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodically sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or washed from storage areas; and installing pellet traps at storm water discharge points where plastic pellets are loaded and unloaded.
(8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, storage, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing run-on and run-off from waste management areas; and covering dumpsters and garbage cans during the rainy season.
(9) Preventing the discharge of pollutants to storm water from contaminated or erodible surface areas by leaving as much vegetation on-site as reasonably possible; minimizing soil exposure; stabilizing exposed soils; and preventing storm water run-on and run-off.
(10) Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonably possible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains.
(11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment and erosion controls; and enclosing or covering building material storage areas. (12) Preventing the discharge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface maintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. “Over water activities” refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to storm water by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other material to contain spray paint and blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them.
89 01337.0044 2046549.1 14

13. PERSONAL PROPERTY & POSSESSORY INTEREST TAXES.

13.2. Payment of Taxes. Tenant shall pay prior to delinquency any and all personal property taxes and possessory interest taxes attributable to the Lease Premises. Tenant is aware that this leasehold is subject to possessory interest taxes as assessed by the County of Contra Costa. Tenant shall indemnify, defend and hold harmless Landlord against any and all such taxes, fees, penalties or interest assessed, or imposed against Landlord hereunder. In the event Tenant fails to timely pay any tax, assessment, fee, penalty or interest, Landlord, at its option, shall have the right to pay such charge and treat such payment as additional rent to be charged to Tenant and paid by Tenant to Landlord within five (5) days after receipt of written notice from Landlord. Tenant shall be solely responsible for the payment of all taxes attributable to its operations, including but not limited to, sales taxes and income taxes.

14. HOLDING OVER. If Tenant remains in possession of the Lease Premises, or any part thereof, after the expiration of the Term, such occupancy shall be a tenancy from month-to90 01337.0044 2046549.1 15
month with Monthly Base Rent payable each month equal to one hundred fifty percent (150%) of the Monthly Base Rent that was payable prior to expiration of the Term, cancelable upon thirty (30) days’ written notice upon the terms and conditions that existed during the last year of the Term.

18. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a written statement in a form as required by Landlord which shall include among other information (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of which the Lease Premises are a part.

19. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Lease Premises, without the prior written consent of 91 01337.0044 2046549.1 16
Landlord which consent may be withheld by Landlord in its sole and absolute discretion. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Irrespective of any assignment or sublease and, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. A transfer of any ownership interest in the entity comprising of Tenant shall be deemed an assignment under this Lease. No interest of Tenant in this Lease shall be assignable by operation of law. Any transfer, assignment or subletting of the Lease Premises without such prior written consent shall be void for all purposes and shall be a Tenant’s Default (as defined in Section 22) under this Lease.

21. INSURANCE.

Notwithstanding that Landlord may secure policies under this Section, the failure of Tenant to obtain and maintain insurance under this Lease shall also constitute a material default by Tenant.

22. TENANT’S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant (“Tenant’s Default”):
a. The failure by Tenant to make any payment of Monthly Base Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Landlord to Tenant.
b. Failure to maintain all required permits.
c. The failure of Tenant to provide insurance in accordance with Section 21. d. Vacating or abandonment of the Lease Premises by Tenant. e. Assignment or subletting by Tenant without Landlord’s consent as required by Section 19.
f. A failure by Tenant to observe or perform any other covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such failure shall continue for a period of ten (10) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default involves such that more than twenty (20) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such twenty (20) day period and thereafter diligently prosecutes said cure to completion.
g. The making by Tenant of any general assignment or general arrangement for the benefit of creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located in or 93 01337.0044 2046549.1 18
about the Lease Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located in or about the Lease Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days.

Any notice required to be given by Landlord under this Section shall be in lieu of and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure.

23. REMEDIES ON TENANT’S DEFAULT. In the event of any such material default or breach by Tenant, Landlord may at any time thereafter and without notice or demand and, without limiting Landlord in the exercise of a right or remedy Landlord may have by reason of such default or breach:
a. Terminate Tenant’s right to possession of the Lease Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Lease Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default including, but not limited to, the cost of recovering possession of the Lease Premises, expenses of reletting, including necessary renovation and alteration of the Lease Premises, for reasonable attorneys’ fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid Rent for the balance of the Term after the time of such award exceeds the amount of such rental loss for the same period that Tenant proves could be reasonably avoided. Unpaid installments of Rent or other sums shall bear interest from due date thereof at the rate of ten percent (10%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event Tenant shall have abandoned the Lease Premises, Landlord shall have the option of (1) taking possession of the Lease Premises and recovering from Tenant the amount specified in this subparagraph, or (2) proceeding under the provisions of the following subparagraphs.
b. Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant shall be entitled to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover Rent as it becomes due hereunder.
c. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the State of California. Furthermore, Tenant agrees that no election by Landlord as to any rights or remedies available hereunder or pursuant to any law or judicial decisions of the State of California shall be binding upon Landlord until the time of trial of any such action or proceeding. d. All rights, privileges and elections or remedies of Landlord are cumulative and not alternative with all other rights and remedies at law or in equity to the fullest extent permitted by law.
e. Tenant waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or 94 01337.0044 2046549.1 19
future law in the event Tenant is evicted and Landlord takes possession of the Lease Premises by reason of a default.

27. TIME. Time is of the essence of this Lease and each and all of its provisions.

29. SALE OF REAL PROPERTY BY LANDLORD. In the event of any sale of the Real Property, Landlord shall be and hereby is entirely freed and relieved of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale. The purchaser, at such sale or any subsequent sale of the Real Property, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any 95 01337.0044 2046549.1 20
such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of Landlord under this Lease.

Tenant: KARIBOU Lounge Inc.
562 14th Street, Suite 110
Oakland, CA 94512
Attn: Dr. Chris Wachira
Landlord: Surplus Property Authority of City of Richmond 450 Civic Center Plaza
Richmond, CA 94804
Attention: Executive Director
With Copy to: Aleshire & Wynder, LLP
1 Park Plaza Suite 1000
Irvine, California, 92614
Attention: David J. Aleshire, City Attorney

33. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties.

No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party, including but not limited to the former Sublease. Each party has relied on his own examination of this Lease, the counsel of his own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Lease Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.

34. CONSTRUCTION. This Lease shall be construed according to its fair meaning as if 96 01337.0044 2046549.1 21
prepared by both parties. Headings used in this Lease are provided for convenience only and shall not be used to construe meaning or intent.

Landlord shall not in any way or for any purpose become or be deemed to be a partner of Tenant in its business or otherwise, or a joint venturer or a member of any joint enterprise with Tenant.

39. GOVERNING LAW. This Lease shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

42. AMENDMENT OR MODIFICATION. Any modification or amendment of any provision of 97 01337.0044 2046549.1 22
this Lease must be in writing and executed by duly authorized representatives of both parties.

45. EXHIBITS. Exhibits A, B, and C, attached hereto is incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE]
98 01337.0044 2046549.1 23
NOW, THEREFORE, the parties hereto have entered into the Lease as of the Lease Date.

TENANT: LANDLORD:

THE WACHIRA GROUP, LLC,
dba WACHIRA WINES
a California limited liability company
By: _______________________
Christine Wachira,
Member

SURPLUS PROPERTY AUTHORITY OF

ALESHIRE & WYNDER, LLP
By: _____________________
David J. Aleshire
Authority Counsel
99 01337.0044 2046549.1 1

EXHIBIT A

The Premises is situated on a portion of the real property identified for assessor purposes as:

EXHIBIT B

DEPICTION OF LEASE PREMISES
101
KCED
1 2 3 4 5 5.5 6 7 8 9 10 11 12 13
E
D
C
B
A

ECI FF OTROP
Prepared Under the Direction of:

California
State Of
Contra Costa
County Of
RIchmond
City Of

PORT OF RICMOND

FLOOR PLAN

RIGGERS LOFT
- XX/XX/XX XXX XXX XXX XXX
A-1
Plan File:

Project Number:

Sheet

D-XXXX-XX
20235125-10
Scale:

Date: 10.16.2025
1"=10'
121 PARK PLACE
RICHMOND, CA 94801
415.883.9850
• •2024

ENGINEERING

LANDSCAPE ARCHITECTURE

SURVEYING

URBAN PLANNING
WWW.CSWST2.COM
Graphic Scale (in feet)
10 20 0 10
1 inch = 10 ft.
10’ x 28’ = 280 sqftCOMMON USE AREA

FWC COLD ROOM

FWC FREEZER
29’ x 17’ = 493 sqftCARICA DEDICATED SPACE
29’ x18’ = 522 sqftWACHIRA DEDICATED SPACE
23’ x 45’ = 1,035 sqftFWC DEDICATED SPACE
20’ x 40’ = 800 sqftFWC OUTDOOR STORAGE

FWC COOLER
21’ x 30’ = 630 sqftCOMMON USE AREA
21’ x 21’ = 441 sqftCOMMON USE AREA

SEWERSANITARY

LIFT CHARGER
40’ x 8’ = 320 sqftCARICA BIN STORAGE
40’ s 8’ = 320sqftFWC SHIPPING CONTAINER

DRAIN SETTLING TANKS
& WATER FILTRATIONHOT WATER HEATER

PROPANE TANK

EXHIBIT C

TENANT INSURANCE REQUIREMENTS
103
01337.0044 2046549.1
2 104
01337.0044 2046549.1
3 105
01337.0044 2046549.1 1

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

Page 1 of 2 ends

December 2, 2025
City Attorney's Office
DATE: December 2, 2025
TO: Mayor Martinez and Members of the City Council
FROM: Shannon Moore, Chief Assistant City Attorney
Kimberly Chin, Senior Assistant City Attorney
Subject: Contract Amendment to legal services agreement with Best Best & Krieger LLP
FINANCIAL IMPACT: The proposed amendment cost of $150,000 for a total contract amount not to exceed $160,000 is included
within the approved fiscal year 2025-2026 Risk
Management – General Liability Fund budget and will be
budgeted accordingly in subsequent fiscal year budgets
(Account String: 50182316 - 400554).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Additional funds are needed to ensure that the City has the appropriate legal advice and representation for
pending and future municipal litigation matters, including the existing Holmes v. City of Richmond, et al., writ of mandate litigation action.

RECOMMENDED ACTION: APPROVE a first amendment to the Best, Best & Krieger LLP legal services agreement, adding $150,000 for a
total amount not to exceed $160,000, with term ending
December 31, 2027, to provide advice and
representation in general municipal law matters – City
Attorney’s Office (Kimberly Chin 510-620-6709/Shannon
Moore 510-620-6509).

AGENDA
REPORT
108

Page 2 of 2 ends

December 2, 2025
DISCUSSION:

To ensure the City continues to have the appropriate and adequate representation in future and pending municipal-related litigation against the City, the City Attorney’s Office requests approval of an amendment to the legal services agreement (LSA) with Best Best & Krieger LLP (BBK).

With regards to municipal law, BBK assists public agencies in areas such as labor & employment, real estate, telecommunications, code enforcement & receivership, economic development and housing, water, transportation, and land use, planning & zoning. Office Managing Partner Malathy Subramanian focuses her municipal law practice in the areas of land use, the Brown Act, Public Records Act, and Transportation. Partner Scott Ditfurth is a municipal law litigator focusing on public entity defense including but not limited to land use claims and writs, real property disputes, easement disputes, contract and construction claims, inverse condemnation, and eminent domain.

An initial legal services agreement with BBK was authorized in the amount of $10,000.

In order to continue receiving this vital legal support and to maintain momentum in addressing key issues, including the writ of mandate litigation matter in Holmes v. City of Richmond, et al., an amendment to the agreement is now recommended. The proposed amendment would increase the agreement by $150,000, for a total not-toexceed amount of $160,000.

BBK’s rates are: $425 per hour for Partners; $325 per hour for Associates; and $195 per hour for Paralegals, Clerks and Analysts.

The City Attorney’s Office is requesting City Council approve a first amendment to the legal services agreement with Best Best & Krieger LLP, to increase the amount by $150,000 for a total amount not to exceed $160,000 and term ending December 31, 2027.

DOCUMENTS ATTACHED:

Attachment 1 – Amendment 1 to the BBK Original Contract (proposed) Attachment 2 – Original Contract with BBK
109
BBK (Municipal Law)--First Amendment to LSA
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FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

BEST, BEST & KRIEGER LLP
This First Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and BEST, BEST & KRIEGER LLP (“Special Counsel”) (the "First Amendment") is entered into as of DECEMBER 2, 2025, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (Original Agreement”) for representation of the City and Cityrelated entities on July 1, 2025, for an amount not to exceed $10,000 and term ending December 31, 2027; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation by $150,000; and WHEREAS, the City and Special Counsel desire to further amend the Original Agreement pursuant to this First Amendment.

NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect, and this First Amendment increases the compensation limit by $150,000.00.

3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]
110
BBK (Municipal Law)--First Amendment to LSA
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IN WITNESS WHEREOF, the City and Special Counsel have caused this First Amendment to be effective as of the last date written above.

CITY OF RICHMOND BEST, BEST & KRIEGER LLP
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney
111
BBK (Municipal Law)--First Amendment to LSA
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Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

Special Counsel shall advise, represent and defend the City of Richmond, and its officers, agents and employees on matters pertaining to municipal litigation.

Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office are:

Shannon L. Moore, Chief Assistant City Attorney
Kimberly Chin, Senior Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
PARTNERS $425/hour
ASSOCIATES $325/hour
PARALEGALS, CLERKS, $195/hour

AND ANALYSTS
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements", shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed ONE HUNDRED SIXTY THOUSAND DOLLARS ($160,000) for attorneys’ fees and reimbursements. 112
1 DocID #47574v1

LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

BEST BEST & KRIEGER LLP

PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1st of JULY, 2025 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and BEST BEST & KRIEGER LLP comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at 3390 University Ave., 5th Floor, Riverside, CA 92501. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
The following recitals are as follows:

A. City desires to secure professional services more fully described in this Agreement; and, B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.

AGREEMENT PROVISIONS
The Parties agree as follows:

1. RETENTION OF FIRM.

A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.

B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.

C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from time to time under the terms and conditions of this Agreement.

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2. DESCRIPTION OF SERVICES TO BE PROVIDED.

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on DECEMBER 31, 2027, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorney will be assigned from Special Counsel other than SCOTT DITFURTH and MALATHY SUBRAMANIAN. It is agreed by and between the Parties that should it be desirable for any attorney other than SCOTT DITFURTH and MALATHY SUBRAMANIAN to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.

5. PUBLIC FUNDING.

Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.

6. PAYMENT FOR SERVICE.

In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference. Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney. Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.

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7. BILLING INVOICES.

Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement.

Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected].

8. PROJECT PLAN AND BUDGET AND RESERVES.

Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.

9. LITIGATION GUIDELINES.

When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.

10. BILLING.

Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.

11. STATUS REPORTS.

Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time. Please also attach any referenced filings to your status report.

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12. TERMINATION.

Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable.

Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.

13. CONFLICTS OF INTEREST.

A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.

B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.

14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.

15. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.

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B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

16. NON-DISCRIMINATION.

A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Said Section 2.28.030 is, by this reference, a part of this Agreement.

B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.

17. HOLD HARMLESS/INDEMNIFICATION.

Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).

18. INSURANCE REQUIREMENTS.

Special Counsel shall maintain in full force and effect the following insurance policies:

A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.

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Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit G, attached to this Agreement and incorporated by this reference.

19. CONFIDENTIALITY AND MEDIA STATEMENTS.

The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney.

Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.

20. AMENDMENTS.

This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.

21. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.

Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.

22. NOTICES.

All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected], [email protected], and to Special Counsel at its principal place of business listed on page one of this Agreement.

Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.

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23. LAW GOVERNING AGREEMENT.

This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.

24. INVALID PROVISIONS.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.

25. LICENSE REQUIREMENTS.

Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.

26. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.

Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit F along with the bid or proposal prior to execution of the contract.

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

BEST BEST & KRIEGER LLP
By:_______________________________
Title:_____________________________

CITY OF RICHMOND
____________________________
City Manager
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
__________________________
City Clerk
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Exhibit A
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SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Special Counsel shall advise, represent and defend the City of Richmond, and its officers, agents and employees on matters pertaining to municipal litigation.

Special Counsel’s point(s) of contact in the City of Richmond City Attorney’s office are:

Shannon L. Moore, Chief Assistant City Attorney
Kimberly Chin, Senior Assistant City Attorney
Schedule of Fees & Charges:

Hourly Rates
PARTNERS $425/hour
ASSOCIATES $325/hour
PARALEGALS, CLERKS, $195/hour

AND ANALYSTS
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements", shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of TEN THOUSAND DOLLARS ($10,000) for attorneys’ fees and reimbursements.

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Exhibit B
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BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.

These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.

Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.

I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).

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Exhibit B
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II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.

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Exhibit B
12 DocID #47574v1
j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.

III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
• Actual printing costs;
• Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
• Actual cost of postage (including express mail delivery charges); • Facsimile charges at the rate of $0.25 per page;
• Actual cost of long distance telephone calls;
• Transcription and reporter's fees; and
• Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.

Docusign Envelope ID: 9C6AEDF4-651F-4542-AAE7-516077711100 Docusign Envelope ID: 5CD65E2E-2C10-41D3-8D8A-BCE9999081E3 124
Exhibit B
13 DocID #47574v1
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.

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Exhibit C
14 DocID #47574v1

PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
• Anticipated total costs;
• The primary issues;
• The probability of success; and
• A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated. d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
• Pre-commencement (legal and factual research for the complaint or answer); • Pleadings;
• Preliminary motions;
• Initial discovery;
• Factual investigation of merits (interviewing clients, employees and third parties); • Review and abstract City's documents;
• Expert (non-medical) investigation and reports;
• Medical experts and examinations;
• Legal research on merits;
• More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
• Settlement negotiations;
• Trial preparation; and
• Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.

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Exhibit D
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California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.

The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.

In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary.
3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.

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Exhibit D
16 DocID #47574v1
5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition summary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.

This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance.

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Exhibit E
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LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.

Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.

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Exhibit F
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CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "SanctuaryCity ContractingOrdinance" or “SCCO”). Contractor understands and agreesthat the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting servicesto the U.S. Immigration and CustomsEnforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five
(5) years from the effective date of the contract termination.

By executing this Statement,Contractor certifiesthat it complies with the requirementsofthe SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury underthe laws ofthe State ofCalifornia that the foregoing is true and correct.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (July2024)
Docusign Envelope ID: 9C6AEDF4-651F-4542-AAE7-516077711100 SCOTT DITFURTH Partner
7/1/2025
Best Best & Krieger LLP
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Exhibit G
19 DocID #47574v1
City of Richmond - Insurance Requirements - Type 2:

Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

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

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

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

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

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

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

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

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

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

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

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Exhibit G
20 DocID #47574v1
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million

REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

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

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.

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Exhibit G
21 DocID #47574v1
City of Richmond - Insurance Requirements - Type 2:

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

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

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.

The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

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

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

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

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

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

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

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

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

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Richmond City CouncilDecember 2, 2025

Richmond City Council
December 2, 2025