NOTICE OF SPECIAL MEETING PLEASANT HILL BART STATION LEASING AUTHORITY. October 23, 2017 at 1:30 PM AGENDA

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1 NOTCE OF SPECAL MEETNG PLEASANT HLL BART STATON LEASNG AUTHORTY Otober 23, 2017 at 1:30 PM AGENDA Contra Costa Transportation Authority (CCTA) Board Room 2999 Oak Road, First Floor Walnut Creek, California 1. Call to order and roll all 2. Ation on Resolution 22 - Resolution designating Chair of the Pleasant Hill BART Station Leasing Authority. 3. Publi Comment on tems in Notie - The Board shall provide the publi with an opportunity to address the Board on any item desribed in the notie of speial meeting before or during onsideration of suh item. Persons who wish address the Board will be limited to three minutes. Persons wishing to speak are asked to fill out a speaker ard. 4. Aept the Reord of the Meeting of Otober 24, Report: Reeive a status report on Blok D. 6. New Business: Ation on Resolution 23 - Consider a resolution: a. Approving an amendment to Exhibit -4 to the Fourth Amendment to the DDA (Shedule of Performane), hanging the timing of the Blok C losing from 13 months after the exeution of the Fourth Amendment to DDA (Otober 23, 2017) to 15 months after the exeution of the Fourth Amendment to DDA (Deember 23, 2017). b. Authorizing the Co-Exeutive Diretors to further extend the dates in the Shedule of Performane for up to 12 additional months.. Authorizing the Co-Exeutive Diretors to approve the partial assignment of the DDA to one or more affiliates of Developer. CEQA: No additional CEQA review is required under Setion of the CEQA Guidelines. Ation is also exempt under CA Gov. Code and CA. Publi Resoures Code New Business: Ation on Resolution 24 - Consider a resolution: a. Approving an amendment to the Blok D liense agreement to allow for a portion of the site to be used for a onstrution laydown area for development of Blok C and extend the liense agreement for parking on Blok D, to April 30, 2020, plus two six month extension. b. Authorizing the Co-Exeutive Diretors to approve the assignment of the Blok D liense agreement to an affiliate of Developer. CEQA: No additional CEQA review is required under Setion of the CEQA Guidelines. Ation is also exempt under CA Gov. Code and CA. Publi Resoures Code Adjourn g:\dbg-redev\redev\ontra osta entre rda\transit village\jpa\board meetings\otober 23, 2017\(1-r)-agenda 10_23_17.do Full Paket - Page 1 of 43

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3 PLEASANT HLL BART STATON LEASNG AUTHORTY * Contra Costa County * San Franiso Bay Area Rapid Transit Distrit 30 Muir Road Martinez, CA Telephone: (925) Fax: (925) TO: FROM: Pleasant Hill BART Station Leasing Authority Governing Board Supervisor Karen Mithoff Supervisor Candae Andersen BART Diretor Debora Allen BART Diretor Joel Keller Maureen Toms, Co-Exeutive Diretor Sean Brooks, Co-Exeutive Diretor DATE: Otober 23, 2017 SUBJECT: Agenda tem 2 Designating Chair and Appointing Seretary Ation on Resolution 22 - Resolution designating Chair of the Pleasant Hill BART Station Leasing Authority ( Authority ). The Joint Exerise of Powers Agreement governing the Authority requires the Chair of the Authority to rotate among the members of the Authority Board of Diretors. The Diretors have established a pratie of alternating the position between a representative of the County Board of Supervisors and a representative of the BART Board. The Chair sine September 2016 has been Diretor Keller. The purpose of Resolution 22 is to appoint Contra Costa County Board of Supervisors Member Candae Anderson as Chair for a period of not less than one year. Attahments Attahment A - Resolution 22 Full Paket - Page 3 of 43

4 THE PLEASANT HLL BART STATON LEASNG AUTHORTY Adopted this Order on Otober 23, 2017, by the following vote: AYES: NOES: ABSENT: Attahment A ABSTAN: Resolution No.: 22 SUBJECT: Designating the Chair of the Pleasant Hill BART Station Leasing Authority (the "Authority") and establishing the term of the Chair. The First Amended and Restated Joint Exerise of Powers Agreement for the Pleasant Hill BART Station Leasing Authority dated Deember 4, 2012, as amended (the "Agreement") governs the ativities and struture of the Authority. Setion 3.11 of the Agreement provides that the hair of the Board of Diretors of the Authority (the "Board") is rotated from time to time among the diretors of the Board as determined by the Board. The Board desires to appoint Candae Anderson, as the Chair for a term ommening on Otober 23, 2017 and ontinuing for at least one year. NOW, THEREFORE, BE T RESOLVED that the Board hereby appoints Candae Anderson Chair of the Board for at least one year. CERTFCATE OF SECRETARY ertify that am the duly appointed and ating Seretary of the Pleasant Hill BART Station Leasing Authority and that the above resolution was approved by the Board of Diretors of the Authority on Otober 23, Exeuted on Otober 23, Maureen Toms, Seretary Full Paket - Page 4 of 43

5 ANNOTATED AGENDA FOR SPECAL MEETNG PLEASANT HLL BART STATON LEASNG AUTHORTY Otober 24, 2016 at 3:30 PM Contra Costa Transportation Authority (CCTA) Board Room 2999 Oak Road, First Floor Walnut Creek, California 1. Call to Order and Roll Call The Meeting was alled to order by Board Chair Keller. All members (Karen Mithoff, CCC; Candae Anderson, CCC; Gayle Murray, BART; and Joel Keller, BART) were present. Staff present: Maureen Toms, CCC; Kate Andrus, CCC; John Rennels, BART; Sean Brooks, BART; Heather Gould, Goldfarb Lipman; and Reed Kawahara, Keyser Marsten Assoiates 2. Publi Comment on tems in Notie - The Board shall provide the publi with an opportunity to address the Board on any item desribed in the notie of speial meeting before or during onsideration of suh item. Persons who wish address the Board will be limited to three minutes. Persons wishing to speak are asked to fill out a speaker ard. None 3. Aept the Reord of the Meeting of September 23, Reord of Meeting for September 23, 2016 were aepted (M/S Mithoff/Anderson, 4-0) CLOSED SESSON Citizens may address the Board regarding a Closed Session item prior to the Board adjourning into the Closed Session, by first providing a speaker ard to the Seretary. 4. CONFERENCE WTH REAL PROPERTY NEGOTATOR Pursuant to Government Code Property Loation: Blok D of the Pleasant Hill/Contra Costa Centre BART Station Transit Village, APN No Authority Negotiator: Negotiating Parties: Maureen Toms and Sean Brooks Pleasant Hill BART Station Leasing Authority Pleasant Hill Transit Village Assoiates, LLC Harvest Properties Jones Lang LaSalle Under Negotiation: Prie and Terms of Payment RECONVENE N OPEN SESSON There was no reportable ation from the losed session. 5. Adjourn g:\dbg-redev\redev\ontra osta entre rda\transit village\jpa\board meetings\otober 23, 2017\(4) minutes speial meeting on do Full Paket - Page 5 of 43

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7 PLEASANT HLL BART STATON LEASNG AUTHORTY Contra Costa County San Franiso Bay Area Rapid Transit Distrit 30 Muir Road Martinez, CA Telephone: (925) Fax: (925) TO: Pleasant Hill BART Station Leasing Authority Governing Board Supervisor Karen Mithoff Supervisor Candae Andersen BART Diretor Debora Allen BART Diretor Joel Keller FROM: Maureen Toms, Co-Exeutive Diretor Sean Brooks, Co-Exeutive Diretor DATE: Otober 23, 2017 SUBJECT: Agenda tem 6 Approving an amendment to Exhibit -4 (Shedule of Performane) to the Fourth Amendment to the Disposition and Development Agreement RECOMMENDATON Consider Resolution 23 - approving and authorizing an amendment to Exhibit -4 (Shedule of Performane) to the Fourth Amendment to Disposition and Development Agreement (the "Fourth Amendment to DDA") between the Pleasant Hill BART Station Leasing Authority (the "Authority") and Pleasant Hill Transit Village Assoiates, LLC (the "Developer"), hanging the timing of the Blok C losing from 13 months after exeution of the Fourth Amendment to the DDA (Otober 23, 2017) to 15 months after the exeution of the Fourth Amendment to the DDA (Deember 23, 2017), and authorizing the Co-Exeutive Diretors to approve additional extensions to the dates in the Shedule of Performane for up to 12 additional months. BACKGROUND The Fourth Amendment to DDA provides for the Authority to sublease a portion of the Contra Costa Centre BART Station Transit Village (referred to as "Blok C") to the Developer or an affiliate of the Developer. The Fourth Amendment to DDA further provides that the Developer will onstrut 200 residential rental units and a small ommerial spae (the "Housing Development") on its subleasehold interest in Blok C. The Fourth Amendment to DDA provides that, subjet to the Developer meeting ertain preonditions to the sublease, inluding but not limited to obtaining Authority approval of the projet design and onstrution plans and finaning, the Authority will sublease Blok C to the Developer on or prior to Otober 30, The Developer will then onstrut the Housing Full Paket - Page 7 of 43

8 Development. Constrution of the Housing Development is antiipated to begin late 2017 and be ompleted approximately two years after ommenement. The Developer and Authority staff have been working toward losing on Blok C. t is expeted that the losing ould our by November 17, However, staff is reommending that the Shedule of Performane inlude some additional time in the event there are any unforeseen delays. n the event the losing ours in mid-november, it is expeted that ontrator mobilization will begin as early as Deember 1, 2017, with onstrution ativities beginning soon after. The Co-Exeutive Diretors are also seeking authority to extend dates in the Shedule of Performane to allow for unantiipated losing or other delays whih an happen in development projets. n no event would those extensions exeed 12 months without further authorization from the Board. n addition, the Authority and the Developer seek authorization for the o-exeutive Diretors to approve the partial assignment of the DDA to one or more affiliates of Developer. CEQA: The projet is exempt per Government Code Setion 65457(a), CEQA Guidelines Setion 1512, and PRC Setion Attahments Attahment A Resolution 23 g:\dbg-redev\redev\ontra osta entre rda\transit village\jpa\board meetings\otober 23, 2017\(6.0) staff report re_ fourth amendment to dda shedule of performane.dox Full Paket - Page of 43

9 THE PLEASANT HLL BART STATON LEASNG AUTHORTY Adopted this Order on Otober 23, 2017 by the following vote: AYES: NOES: ABSENT: Attahment A ABSTAN: Resolution No.: 23 SUBJECT: a. Approving an amendment to Exhibit -4 to the Fourth Amendment to the DDA (Shedule of Performane), hanging the timing of the Blok C losing from 13 months after the exeution of the Fourth Amendment to DDA (Otober 23, 2017) to 15 months after the exeution of the Fourth Amendment to DDA (Deember 23, 2017). b. Authorizing the Co-Exeutive Diretors to approve additional extensions to the Shedule of Performane not to exeed 12 months.. Authorizing the Co-Exeutive Diretors to approve the partial assignment of the DDA to one or more affiliates of Developer. The Authority and Developer are parties to a Disposition and Development Agreement dated Deember 19, 2005, as amended (the "DDA"). The Authority and the Developer amended the DDA on September 23, 2016 ( the Fourth Amendment to the DDA ) to provide for the development of a portion of the Contra Costa Centre BART Station Transit Village, known as "Blok C", with two hundred residential rental units and a small ommerial omponent (the "Housing Development"). The Fourth Amendment to DDA provided that the Developer would lease Blok C from the Authority and onstrut and operate the Housing Development pursuant to the terms of the Blok C Sublease and DDA. Exhibit -4 to the Fourth Amendment of the DDA (Shedule of Performane) identified key milestones to be met, inluding the losing of Blok C, per Setion 5.4 of the DDA. The existing Shedule of Performane identifies the lose date as thirteen (13) months after the exeution of the Fourth Amendment to the DDA. Authority and BART desire to amend the Shedule of Performane from the existing thirteen (13) months after the exeution of the Fourth Amendment to the DDA, whih is Otober 23, 2017 to not later than fifteen (15) months after the exeution of the Fourth Amendment to the DDA, whih is Deember 23, 2017 and to authorize the Co-Exeutive Diretors to approve additional extensions to the Shedule of Performane not to exeed 12 months. Full Paket - Page 9 of 43

10 The Authority desires to authorize the Co-Exeutive Diretors exeute and to take suh ations as may be neessary to implement and administer the amendments to the Exhibit -4 (Shedule of Performane). The Authority and the Developer also seek authorization for the o-exeutive Diretors to approve the partial assignment of the DDA to one or more affiliates of Developer and to the extent suh assignments have ourred onsistent with the DDA, the Authority ratifies suh assignments. NOW, THEREFORE, BE T RESOLVED, that the Board approves the amendment to Exhibit -4 (Shedule of Performane) to the Fourth Amendment to the DDA to allow for onstrution to ommene by Deember 23, BE T FURTHER RESOLVED, that the Authority authorizes the Co-Exeutive Diretors to provide for extensions to the Shedule of Performane, as amended, not to exeed 12 months. BE T FURTHER RESOLVED, that the Authority authorizes the Co-Exeutive Diretors to approve the partial assignment of the DDA to one or more affiliates of Developer and, to the extent suh assignments have ourred onsistent with the provisions of the DDA, the Authority hereby ratifies suh assignments. BE T FURTHER RESOLVED, that the Co-Exeutive Diretors shall take suh ations as may be neessary to aomplish the ativities ontemplated in this resolution. BE T FURTHER RESOLVED, that subsequent environmental review under the California Environmental Quality At ("CEQA") is not required beause (a) none of the irumstanes under CEQA Guidelines have ourred sine the County Board of Supervisors approved the preliminary development plan and final development plan for Blok C and the Housing Development on July 2, 2015; (b) the modifiation to Exhibit -4 (Shedule of Performane) to the Fourth Amendment to the DDA is exempt under California Government Code and California Publi Resoures Code Setion BE T FURTHER RESOLVED, that the CEQA findings made by the County Board of Supervisors on July 2, 2015 pertaining to Blok C and the Housing Development are inorporated by referene into this Resolution. BE T FURTHER RESOLVED, that the Co-Exeutive Diretors, or in the absene or availability of one of the aforementioned persons, either Co-Exeutive Diretor, ating alone, are authorized and direted to exeute any and all neessary agreements, and any other agreements, ertifiates or douments neessary to perform and omplete any ativities ontemplated in this resolution. Full Paket - Page 10 of 43

11 CERTFCATE OF SECRETARY ertify that am the duly eleted and ating Seretary of the Pleasant Hill BART Station Leasing Authority and that the above resolution was approved by the Board of Diretors of the Authority on Otober 23, Exeuted on Otober 23, Maureen Toms, Seretary g:\dbg-redev\redev\ontra osta entre rda\transit village\jpa\board meetings\otober 23, 2017\(6.2)-agenda item 6-(resolution 23)shedule of performane.do Full Paket - Page 11 of 43

12 PLEASANT HLL BART STATON LEASNG AUTHORTY Contra Costa County San Franiso Bay Area Rapid Transit Distrit 30 Muir Road Martinez, CA Telephone: (925) Fax: (925) TO: Pleasant Hill BART Station Leasing Authority Governing Board Supervisor Karen Mithoff Supervisor Candae Andersen BART Diretor Debora Allen BART Diretor Joel Keller FROM: Maureen Toms, Co-Exeutive Diretor Sean Brooks, Co-Exeutive Diretor DATE: Otober 23, 2017 SUBJECT: Agenda tem 7 Consider Resolution 24 - Approving an amendment to the Blok D liense agreement agreement RECOMMENDATON Consider Resolution 24 - Approving an amendment to the Blok D liense agreement agreement to allow the site to be used for a onstrution laydown area; extending the liense agreement to April 30, 2020 (with additional extensions); and authorizing the Co-Exeutive Diretors to approve the assignment of Blok D liense agreement to an affiliate of Developer BACKGROUND On August 24, 2015, the Authority approved a Liense Agreement, whih enables Blok D to be used temporarily for a paid publi parking. The urrent term (with approved extensions) extends the liense agreement to April 201. Similar to the pratie during the onstrution of Phase 1 (Bloks A, B and E) for the transit village, the Developer will need to use Blok D for onstrution laydown area for onstrution of Blok C. Less than half of Blok D will be needed for onstrution purposes, beginning in Deember 201 for approximately two years. The remainder of the Blok D site will ontinue to be available for a paid parking program during this period. The Authority also seeks to authority to assign the liense agreement to an affiliate of the Developer. CEQA: The projet is exempt per Government Code Setion 65457(a), CEQA Guidelines Setion 1512, and PRC Setion Full Paket - Page 12 of 43

13 Attahments Attahment A Resolution 24 Attahment B-1 Original Liense Agreement Attahment B-2 Amended Liense Agreement g:\dbg-redev\redev\ontra osta entre rda\transit village\jpa\board meetings\otober 23, 2017\(7.0) staff report re_ liense agreement.dox Full Paket - Page 13 of 43

14 Attahment A THE PLEASANT HLL BART STATON LEASNG AUTHORTY Adopted this Order on Otober 23, 2017 by the following vote: AYES: NOES: ABSENT: ABSTAN: Resolution No.: 24 SUBJECT: a. Approving an amendment to the Blok D liense agreement to allow for a portion of the site to be used as a onstrution laydown area for the development of Blok C and extend the liense agreement for parking on Blok D, to April 30, 2020, plus two optional six month extension. b. Authorizing the Co-Exeutive Diretors to approve the assignment of the Blok D liense agreement to an affiliate of Developer. The Authority and Developer are parties to a Disposition and Development Agreement dated Deember 19, 2005, as amended (the "DDA"). The DDA governs the disposition and development of Blok C and Blok D of the Contra Costa Transit Village. Blok D is urrently a fened parking lot that is intended to be developed for ommerial use. The Authority and the Developer amended the DDA on August 24, 2015 to larify the terms of the Developer s rights with respet to Blok D and the fees to be paid for those rights, and to enter into a liense agreement that will permit the Developer to operate a temporary parking faility on Blok D. The Authority and the Developer desire to amend the liense agreement to allow for a portion of the site to be used as a onstrution laydown area for the development of Blok C and extend the liense agreement for parking on Blok D, to April 30, 2020, plus up to two optional six month extensions. The Authority and the Developer seek authorization for the Co-Exeutive Diretors to approve the assignment of the Blok D liense agreement to an affiliate of Developer. NOW, THEREFORE, BE T RESOLVED, that Board approves the Amendment to the Liense Agreement, in substantially the form on file with the Authority, allowing a portion of Full Paket - Page 14 of 43

15 Attahment A Blok D to be used as a onstrution laydown area during the onstrution of Blok C and extending the term of the liense agreement to April 2020, with two optional extensions taking the agreement to April BE T FURTHER RESOLVED, that the Authority authorizes the Co-Exeutive Diretors to approve the assignment of the Blok D liense agreement to an affiliate of Developer. BE T FURTHER RESOLVED, that Board approves the Liense Agreement, in substantially the form on file with the Authority, subjet to those hanges that are onsistent with the Staff Report and agreed to by the Co-Exeutive Diretors of the Authority. BE T FURTHER RESOLVED, that subsequent environmental review under the California Environmental Quality At ("CEQA") is not required beause (a) none of the irumstanes under CEQA Guidelines have ourred sine the County Board of Supervisors approved the preliminary development plan; (b) the modifiation to the liense agreement is exempt under California Government Code and California Publi Resoures Code Setion CERTFCATE OF SECRETARY ertify that am the duly eleted and ating Seretary of the Pleasant Hill BART Station Leasing Authority and that the above resolution was approved by the Board of Diretors of the Authority on Otober 23, Exeuted on Otober 23, Maureen Toms, Seretary g:\dbg-redev\redev\ontra osta entre rda\transit village\jpa\board meetings\otober 23, 2017\(7.2)-agenda item 7-(resolution 24) liense amendment.do Full Paket - Page 15 of 43

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17 v Attahment B-1 L CENSE AGREEMENT This LCENSE AGREEMENT ("A2r ement") is dated as of September l, 20 l5, and is between the PLEASANT l~ lu.t. BART STATON LEASNG AUTHQRTY, ajoint powers ageny, established and existing pursuant to the joint powers ageny law of the State of California (Government Code Setion 6500 Q 1. (the "Authority"), and PLEASANT HLL TRANST VLLAGE ASSOCATES, LLC, a Delaware limited liability ompany (the "Developer"). REC TALS A. The Authority and the Developer are parties to a Disposition and Development Agreement dated Deember 19, 2005 (the "Original DDA"), whih was amended by (i) a First Amendment to Disposition and Development Agreement dated February 25, 200 (the"first Amendment"), (ii) a Seond Amendment to Disposition and Development Agreement dated September 23, 2010 (the "Seond Amendment"), and (iii) a Third Amendment to Disposition and Development Agreement having the same date as this Agreement (th "Third Amendment"). The Original DDA, the First Amendment, and the Seond Amendment were reorded in the Offiial Reords of Contra Costa County (the "Offiial Reords") as Doument Numbers , , and , respetively. Together, the Original DDA, the First Amendment, the Seond Amendment and the Third Amendment are the" DDA". B. The Authority and BART are parties to a ground lease dated May 15, 2006, whih was reorded in the Offiial Reords as Doument Number , and amended on July 29, 200, whih amendment was reorded in the Offiial Reords as Doument (the"master Lease"). Under the Master Lease, the Authority is leasing from BART ertain real property that is adjaent to the BART station known as the Pleasant l-ill/ Contra Costa Centre Station (the"station"). nluded in the real property that is subjet to the Master Lease is a parel known as the Phase ll Property, as more fully desribed in the DDA. C. Pursuant to Setion 10.9 ofthe DDA, the Authority and the Developer desire that the Developer operate a private parking lot on the Phase Property on an interim basis. The private parking lot to be operated on the Phase Property is the "Parkin,< 1 Faility." D. The "Effetive Date" of this Agreement is the date that all of the following have ourred: The Third Amendment and this Agreement have been approved by the Authority and both parties have fully exeuted this Agreement. Both parties agree to exeute this Agreement within ten days after its approval by the Authority. The Effetive Date will be inserted at the end of this Agreement upon exeution of this Agreement by the last party to sign it. The day the Parking Faility beomes available for use by the publi in aordane with this Agreement is the "Start Date." 320\1\ l Full Paket - Page 17 of 43

18 Attahment B-1 NOW, Tl-EREFORF, in onsideration of the foregoing reilals, the mutual ovenants and onditions ontained hrin, and other valuable onsideration, the reeipt of whih is hereby aknowledged, the Authority and the Developer do hereby agree as follows: AGREEMENT l. Definitions. All apitalized terms used but not defined in this Agreement have the meaning set forth in th DDA. 2. Grant of Liense. n onsideration for the Developer operating the Parking Faility, the Authority hereby grants the Developer and Developer hereby aepts, a nonexlusive revoable liense (the "Linse") to enter upon and use the Phase Property for the purpose of (i) making improvernems to the Phase ll Property that are set forth in Exhibit D or otherwise approved in writing by the Authority, and (ii) operating the Parking Faility on th terms and onditions set forth in this Agreement, inluding Exhibit A - Additional Terms of Liense. The Developer may not use the Phase Property for any other purpose without the prior written onsent of the Authority. 3. Term of Liense. (a) Subjet to Setion 3(b), the term ol` this Liense begins on the Effetive Date and ends on the last day of the month that is eighteen months after th Start Date, unless earlier terminated in aordane with this Agreement. (b) f requested by the Developer in writing, the term of the Liense may be extended for up to two (2) six-month periods with the prior written onsent of the Co- Exeutive Diretors of the Authority (the "Co-Exeutive Diretors") if, in theirjudgment, an extension is ompatible with the long-term development of the real property that is the subjet of the DDA. 4. Earlv Termination. f requested by the Developer in writing at least ninety (90) days prior to the desired termination date, this Agreement may be terminated with the prior written onsent of the Co-Exeutive Diretors iii in their judgment, early termination is ompatible with the long-term development of the real property that is the subjet of the DDA. 5. Operation o['parkin,<z Failitv. (a) Commenement. The Developer shall ause the Start Date to our no later than forty-five (45) days after the Ef`ftiv Date. (b) Parking Faility mprovements. i. Costs. The Developer shall bear the ost of any improvements to the Phase Properly that ar neessary to arry out the terms of this Agreement.. 320\1\\ Full Paket - Page 1 of 43

19 Attahment B-1 ii. iii. iv. Permitted mprovements. The Developer may not onstrut or perform any improvements on th Phase ll Property without th prior written onsent ot`th Authority, exept for those improvements desribed in Exhibit D. Performane Standards. Any improvements to the Phase ll Property are to be onstruted (i) in aordane with Fxhibit D and Exhibit E, (ii)_by quztlilid, well-trained, adequately supervised workers, in a good and workmanlike manner, and (iii) in aordane with all appliable laws and restritions (inluding, without limitation, th Amerians with Disabilities At, and. California State Labor Codes (the "Labor Code")). Labor Code Compliane. Labor Code Setion 177. (a) is hereby inorporated into this Contrat as if fully set forth herein. Subjet to the limited exeptions for bid purposes under Labor Code Setion 177. l(a), no ontrator or subontrator may be listed on a bid proposal for a publi works projet unless urrently registered and qualified with the Department of ndustrial Relations pursuant to Labor Code setion , and 110 ontrator 01 subontrator may be awarded a ontrat for publi work on a publi works projet (awarded on or after April l, 20 l5) unless registered with the Department of lndustrial Relations pursuant to Labor Code setion This projet is subjet to ompliane monitoring and enforement by the Department of ndustrial Relations. The Developer shall provide th Authority with the information required by Labor Code Setion within two days after the award of any ontrat awarded in onnetion with improvements made to the Phase ll Property pursuant to this Agreement. ( b) Standard of Operation. The Developer shall operate the Parking Faility in aordane with standard industry pratie. Prior to the Start Date, Developer shall enter into an operating ontrat with mperial Parking (U.S.) LLC (the "Operator"). Any proposed hange of the Operator must be approved in advane by the Authority in the Authority's reasonable disretion. The Operator shall perform the day to day tasks assoiated with the operation of the Parking Faility. 6. Condit ion of` Phase Properlv. At it s sole ost and expense, t he Developer shall m aint ain t he Phase ll Propert y in good ondit ion, free and lear of all debris, weeds, graffit i, and lit t er. 'l` h Developer m ay not suffer or perm it any dangerous ondit ion t o be reat ed, exist, or ont inue on t he Phase Propert y. The Developer m ay not bring, use or st ore on t he Phase l Propert y any Hazardous Mat erials ( as defined in t h DDA), ot her t han om m erially reasonable am ount s ofsuh m at erials t hat are used in t he ordinary ourse of operat ing t he Parking Failit y. The Developer shall ause any suh m at erials t o be used and 320\1\ l 3 Full Paket - Page 19 of 43

20 Attahment B-1 stored in aordane with all appliable environmental laws, ordinanes and regulations. The Developer shall not take any ation or permit any omission that would ause the Authority to default under the Master Lease. 7. Developer Risk. Developer aknowledges that its entry onto the Phase ll Properly is at its own risk and that neither the Authority nor any of its offiers, employees, agents or ontrators have made any warranty or representation to Developer with regard to the ondition of the Phase Property. The Developer shall ause all of its ats and those of its ontrators and subontrators to be arried out in a areful and reasonable manner.. Utilities. Taxes. Fees and Permits. Developer is solely responsible for the ost of any and all utility servies to the Phase Property during the term of this Agreement. The Authority, on behalf of BART, aknowledges that no further BART approvals or BART permits are required for the operation of the Parking Faility. Developer shall obtain any other permits or government approval required for the onstrution and operation of the Parking Faility. Developer shall pay any and all possessory use fees and/or real property taxes and taxes and fees of any kind that are imposed upon the Phase Property. 9. nsurane. Developer shall maintain or ause to be maintained poliies of insurane on the Phase Property and regarding the Parking Faility that meet the requirements set forth in the Master Lease and Exhibit B to this Agreement, both of whih are inorporated into this Agreement by this referene (the "nsurane Requirements"). 10. Quarterlv nome Statements. Within ninety (90) days after the end of eah alendar quarter during the term of this Agreement, the Developer shall provide the Authority with a quarterly inome statement that sets forth the gross inome, the expenses and the net inome derived from the operation of the Parking Faility during the preeding quarter. 1. Liens. The Developer may not permit or suffer any mehani's or materialmen's or other lien of any kind or nature to be reorded against the Phase Property. f a mehani's or materialmen's or other lien of any kind or nature is reorded against the Phase Property for work done or materials furnished on the Developer's behalf, the Developer shall ause suh lien to be removed. 12. Use ofauthoritv and BART's Name. The Developer may not use or refer to the "San Franiso Bay Area Rapid Transit Distrit," "BART" or the "Pleasant Hill BART Station Leasing Authority" in onnetion with the operation of the Parking Faility or in any manner that suggests to the publi that BART or the Authority is involved in the ownership or operation of the Parking Faility. 13. No nterferene with Transit Failities. The Developer shall onstrut, operate, and maintain the Parking Faility so as not to threaten, endanger, interrupt, impair 01 unreasonably inonveniene in any way, for any period of time, the safe and effiient operation of the Transit Failities (defined below). The Developer hereby ovenants that its ontrator, any subontrators, any other ontrators, and any agents or employees of the 320\1\ Full Paket - Page 20 of 43

21 Attahment B-1 Developer, its ontrator, any other ontrators, any subontrators, any independent ontrators, and the users of the Parking Faility will (i) omply fully and ompletely with the requirements of this Agreement, and (ii) refrain from any ativity that would endanger the safety of BART's patrons, endanger the safe and effiient operation of the Transit Failities, or ause an interruption in BART's operation of the Transit Failities. f any onstrution or any ativity on the Phase Property performed by or on behalf of Developer results in an interruption in the use or operation of the Transit Failities, BART has the right to enter the Phase l Property and undertake remedial ation to the extent reasonably neessary to allow the safe and effiient use and operation of the Transit Failities to resume. Any suh remedial ation will be in the name of, for the aount of, and at the sole ost and expense of the Developer. The Developer shall fully reimburse BART for all osts and expenses (inluding, without limitation, reasonable attorneys' fees and osts of litigation) inurred by BART in onnetion with suh remedial ation within thirty days of reeipt of written demand for reimbursement. The Developer shall ause all management ontrats, servie ontrats, maintenane ontrats, lienses, onession ontrats and other similar agreements it enters with respet to the Phase Property or the Parking Faility to ontain an express ovenant that the manager, liensee, onessionaire or other ontrator will refrain from any ativities that threaten, endanger, interrupt, impair or unreasonably inonveniene in any way, for any period of time, the safe and effiient operation of the Transit Failities. No express ovenant by any tenant, manager, liensee, onessionair or other ontrator of the Phase Property will release the Developer from its full responsibility and liability under this Agreement. As used in this Agreement, "Transit Failities" means the Station and the real and personal property owned by BART in the viinity of the Station (Lots 6 and 9, as shown on that ertain map entitled "SUBDVSON 950", filed July 25, 200 in Book 50 of Maps, at Pages 4 to 19, inlusive, Offiial Reords of Contra Costa County) and the improvements and other property loated thereon, inluding without limitation the rapid transit rail traks, the rapid transit rail vehiles traveling on those traks, and all of the failities either existing or to be onstruted on suh real property, loated thereon or used in onnetion with BART's transit fimtions and the means of aess thereto at the Station. 14. Default. Any failure of Developer to observe or perform any ovenant, ondition or agreement under this Agreement or the DDA, after the expiration of any ure period speified in Setion 14 below, is a default. Upon the ourrene of a default, the Authority may proeed with any and all remedies available to it under law, this Agreement, or the DDA, inluding without limitation, termination of the Liense. n the event of a default, the Authority's remedies are umulative, and no remedy expressly provided for in this Agreement or the DDA may be deemed to exlude any other remedy allowed by law. A default under this Agreement is not a default under the DDA. 15. Notie of Default and Opportunitv to Cure. n the event of a default by the Developer, inluding but not limited to a Start Date default, the Authority shall give written notie to the Developer speifying the nature of the event or defiieny giving rise to the default, and, it`a ure is possible, (i) the ation required to ure the default, and (ii) the date 320\1\ l 5 Full Paket - Page 21 of 43

22 Attahment B-1 by whih th default must be ured, whih date may not be ss than thirty (30) days or more than sixty (60) days after the date the notie is effetive in aordane with Setion l7(d) below, provided that if the nature of the default is suh that the same is urable but annot be ured within the time speified in the Authority's notie to Developer, the ure period will be extended for suh reasonable time as is neessary [br the Developer to effet a ure, but in no event longer than sixty (60) days after th date the notie is effetive in aordane with Setion l7(d) below. Notwithstanding the preeding sentene, if the default is a payment default, the default must be ured within ten (10) days after the notie is effetive in aordane with Setion l7(d) below. 16. Removal. Upon the expiration or termination of this Agreement, the Developer shall, at its sole ost and expense, remove any and all personal property from the Phase Property. lf the Developer fails to remove suh personal property upon expiration or termination of this Agreement, the Developer is responsible for all osts inurred by the Authority in onnetion with removal of suh personal property following the termination or expiration of this Agreement. 17. lndemniiiation. (a) Developer. Developer shall defend (with ounsel reasonably aeptable to the Authority), indemnify and hold harmless the Authority, the County, BART and their respetive eleted and appointed offiials, offiers, agents and employees from and against any and all damages, osts, expenses (inluding reasonable attomeys' fees and osts), obligations, liens, liabilities, ations and auses of ation, known or unknown, threatened or atual, that they may suffer or inur diretly or indiretly from any at, neglet, fault or omission of Developer, its ontrators, subontrators, employees, agents, invitees or guests. Without limiting the forgoing, Developer shall also indemnify, defend, protet, and hold harmless, the Authority, the County, BART and their respetive eleted and appointed offiials, offiers, agents and employees l`rom and against any and all laims, loss, damage, ations, auses of ation, expenses, or liability arising from the release of Hazardous Materials (as defined in the DDA) on the Phase Property, or the violation of any Hazardous Materials Laws (as defined in the DDA) whih are attributable to the ations 0 or the failure to at by, Developer, its ontrators, subontrators, employees, agents, invitees or guests. The indemnities in this Setion l6(a) shall survive the termination or expiration of this Agreement. ( b) Operator. Prior to ommening operation of the Parking Faility, the Developer shall ause any subontrat related to the operation of the Parking Faility to inlude a provision to the effet that the Operator shall indemnify, defend (with ounsel reasonably aeptable to the Authority) and hold harmless the Authority, the County, BART and their respetive offiers, diretors, employees and agents, suessors, and assigns, from and against any and all laims, ations, auses of ation, liabilities, damages, liens, obligations, losses, osts and expenses (inluding reasonable legal expenses), known or unknown, threatened or atual, but not inluding indiret, inidental or onsequential damages, arising diretly from the negligene or willful misondut of the Operator, its employees or agents, in the performane ol`the subontrat. or breah by the Operator, its 320\1\ Full Paket - Page 22 of 43

23 Attahment B-1 employees or agents, of the subontrat, exept to the extent aused or ontributed to by the Developer. 1. Misellaneous. (a) Assignment. The Developer shall not assign its rights or responsibilities under this Agreement, in whole or in part, without the prior written onsent of the Authority. At the eletion of the Authority, any attempted assignment without suh prior written onsent may be deemed invalid and void. (b) Compliane with Laws. The Developer shall omply with all laws and regulations that apply lo the use of the Phase l Property, inluding but not limited to, any demolition or building permits or onditions of approval. The Developer is solely responsible for all osts inurred in onnetion with suh ompliane. () Appliable Law. The laws of the State of California govern all matters arising out of this Agreement. (d) Notie. Any notie required or permitted under this Agreement must be in writing and sent by overnight or personal delivery with delivery reeipt. Suh noties shall be sent to the address listed below: f intended for Authority: With a opy to: Pleasant Hill BART Station Leasing Authority /o County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA Attn: Jason Crapo, Co-Exeutive Diretor San Franiso Bay Area Rapid Transit Distrit 300 Broadway, 22"'* Floor Oakland, CA (fby registered or ertified mail, to P.O. Box 126 Oakland, CA ) Attn: Manager, Real Estate and Property Development San Franiso Bay Area Rapid Transit Distrit 300 Broadway, 23rd Floor Oakland, CA (lfby registered or ertified mail, lo P.O. Box 126 Oakland, CA ) Ann: Esther Low 320\1\ Full Paket - Page 23 of 43

24 Attahment B-1 f intended lbr Developer: With a opy to: Pleasant Hill Transit Village Assoiates, LLC /o AvalonBay Communities, n. 455 Market Street, Suite 1650 San Franiso, CA Attn: Nathan Hong AvalonBay Communities, n. Ballston Tower 671 N. Glb Road, Suite 00 Arlington, VA Attn: Legal Department Either party may at any time designate in writing a substitute address for an address set forth above and thereafter noties are to b direted to suh substituted address. Noties shall be deemed reeived as follows: on the date shown on the delivery reeipt as th date of delivery, the date delivery was refused, or the date the item was returned as undeliverable. n the event that the date on the delivery reeipt is not a business day, notie shall be deemed reeived on the following business day. Any notie, demand or other ommuniation under this Agreement may be given on behalf of a party by the attorney for suh party. (e) Notifiation bv Developer. The Developer agrees to promptly notify the Authority of the ourrene of any event on the Phase Property aused by the Developer, or its agents, ontrators, representatives or employees, that results in injury or death to any person, damage to property and/or the reation of any hazardous ondition. n addition, the Developer shall provide the Authority with a desription of the ations the Developer has taken or will take to avoid f`urthr injury or death and/or to eliminate the hazardous ondition(s). ( f) Entire Aareement. This Agreement, the Master Lease and the DDA ontain the entire agreement between the parties and, together, supersede any prior written or oral agreements between the parties onerning th subjet matter of this Agreement. The terms and onditions of this Agreement may not b modified, amended, waived, or repealed exept by written agreement of the parties. (g) Time of Essene. Time is of the essene with respet to the performane of eah of the ovenants and agrnmms ontained in this Agreement. ( h) Counterparts. This Agreement may be exeuted in ounterparts, all of whih taken together shall be deemed one original agreement. (i) Master Lease and DDA. This Liense is subjet to the terms and onditions of the Master Lease and the DDA. lt" there is a onflit between this Agreement and the Master Lease, the Master Lease will prevail. lf there is a onflit between this 320\1\ Full Paket - Page 24 of 43

25 Attahment B-1 Agreement and the DDA, the DDA will prevail. This Agreement will terminate automatially in the event the Master Lease or the DDA is terminated as to the Phase ll Property. BART's onsent to this Agreement is attahed to this Agreement as Exhibit C. N WTNESS WHEREOF, authorized representatives of the Authority and the Developer are signing this Agreement as of the Effetive Date shown below. AUTHORTY: PLEASANT HLL BART STATON LEASNG AUTHORTY, a publi body orporate and politi: By: Maureen Toms, Co-Exeutive Diretor 44 By: Susan Shaffer C eutive Diretor /'< n*71 DEVELOPER: PLEASANT HLL TRANST VLLAGE ASSOCATES, LLC, a Delaware limited liability ompany, By: Pleasant Hill Manager, LLC, its manager By : AvalonBay Communities, n., a Maryland orporation, its sole member By: Nathan Hong, Senior Vie President Effetive Date: SPr>*9"\\'.) r 3. 20]5 320u an Full Paket - Page 25 of 43

26 Attahment B-1 Agreement and the DDA, the DDA will prevail. This Agreement will terminate automatially in the event the Master Lease br the DDA is terminated as to the Phase Property. BART's onsent to this Agreement is attahed to this Agreement as Exhibit C. N W TNESS WHEREOF, aut horized represent at ives of t h Aut horit y and t h Developer are signing this Agreem ent as ofthe Effetive Date shown below. AUTHOR TY: PLEASANT HLL BART STATON LEASNG AUTHORTY, a publi body orporate and politi: By: Maureen Toms, Co-Exeutive Diretor By: Susan Shaffer, Co-Exeutive Diretor DEVELOPER: PLEASANT HLL TRANST VLLAGE ASSOCATES, LLC, a Delaware limited liability ompany, By: Pleasant Hill Manager, LLC, its manager By: AvalonBay Communities, n., a Mary orporation, ` sole member By: N a an Hong, Senior Vie sident /, Effet ive Dat e: 9 ~A<.r-\f>0r \1\ Full Paket - Page 26 of 43

27 Attahment B-1 Agreement and the DDA, the DDA will prevail. This Agreement will terminate automatially in the event the Master Lease or the DDA is terminated as to the Phase Property. BART's onsent to this Agreement is attahed to this Agreement as Exhibit C. N WTNESS WHEREOF, authorized representatives of the Authority and the Developer are signing this Agreement as of the Effetive Date shown below. AUTHORTY: PLEASANT HLL BART STATON LEASNG AUTHORTY, a publi body orporate and politi: By: Maureen Toms, Co-Exeutive Diretor By: Susan Shaffer, Co-Exeutive Diretor DEVELOPER: PLEASANT HLL TRANST VLLAGE ASSOCATES, LLC, a Delaware limited liability ompany, By: Pleasant Hill Manager, LLC, its manager By: AvalonBay Communities, n., a Maryland orporation, its sole member By: Nathan Hong, Senior Vie President Effet ive Dat e: S!'>»-b<r \1\ Full Paket - Page 27 of 43

28 Attahment B-1 EXHBT A Additional Terms of Liense Parking Faility Entrane and Exit Signage Monthly Parking - Loation Daily Parking - Loation Oak Road and Wayne Drive. Signage will be as depited in Exhibit E attahed to this Agreement. Area A, whih onsists of approxlmately 215 parking spaes, is restrited to use by the general publi on a monthly permit basis until 10:00 a.m. Monday through Friday (exept holidays). The loation of Area A is shown on Exhibit A-1 Area B, whih onsists of approximately 35 parking spaes, is restrited to use by the general publi on a first-ome, first-served basis eah day during the times set forth below. The loation of Area B is shown onexhibit A-l. Daily parking in Area B is permitted beginning at 10:00 a.m. Monday through Friday (exept holidays) and at any time on weekends and holidays when the parking faility is in operation. Monthly Parking - Rates Daily Parking - Rates $ per month, provided that during the term of this Agreement, the $ amount will be inreased by the same perentage that BART inreases its monthly parking rates for the Station. $4.00 per day, provided that during the term of this Agreement, the $4.00 amount will be inreased by the same perentage that BART inrease its daily parking rates for the Station. Monthly Parking - Hours Daily Parking - Hours 5 a.m a.m. 10 a.m a.m. 320\1\ A-l Full Paket - Page 2 of 43

29 i. Lf*» 5.\ 9. s Attahment B-1 EXHBT A- 1 Loation of Monthly and Daily Parking» ' 4 l 320\1\ Full Paket - Page 29 of 43

30 Attahment B-1 u-a Exklhi-\~ A- o -n RQ C) i1u-44 : 3. m4u l f1.; 4 q _ C-i iw! 1{*f s Vl H' l u}%?v` KE* un Area A matfaxr Area B - Mid-Day Parking 5 *The number of monthly pemits will be limited as needed to ensure that there are! Full Paket - Page 30 of 43 spaes av ailable for mid-day parking until 1:00pm.

31 Attahment B-1 EXHBT B Authority nsurane Requirements l. Required Coverage A. Commerial General Liability - Developer shall provide ommerial general liability overage with limits not less than $10,000,000 eah ourrene, ombined single limits for Bodily njury and Property Damage, inluding Contraunal Liability, Personal njury, Produts and Completed Operations. B. Garagekeepers Legal Liability.- Developer shall ensure that parking operator maintain garagekeepers legal liability in an amount of not less than one million per ourrene ($l,000,000) with a two-million dollar aggregate ifsite speifi, otherwise, not less than five million ifunder a blanket poliy. C. Workers Compensation - Developer shall ensure that all ontrators working on the site arry workers ompensation as statutorily required, overing all persons employed on the site, inluding employers liability in not less than one million dollars ($ l,000,000). 2. General Requirements. The required insurane is to be provided under an ourrene form, and the Developer shall ontinuously maintain suh overage. Should any of the required insurane be provided under a form of overage that inludes an annual aggregate limit or provides that laims investigation or legal defense osts be inluded in suh annual aggregate limit, suh annual aggregate limit shall be three times the ourrene limits speified above. Commerial General Liability and Garagekeepers Liability insurane poliies shall be endorsed to name as additional insureds the Authority and their board members, ol`l`irs, agents, and employees. All poliies are to be endorsed to provide thirty (30) days prior written notie of anellation, redution in overage, or intent not to renew to the address established for noties to the Authority. 3. Certifiates of nsurane. Upon the Authority's request at any time during the term of this Liense, Developer shall provide ertifiates of insurane, in a form and with insurers reasonably aeptable to the Authority, evidening ompliane with the requirements of this Exhibit B, and shall provide omplete opies of`suh insurane poliies naming the Authority, County and BART as additional insurds on the general liability poliy. 32()\l\ 74')(>4 1 B-l Full Paket - Page 31 of 43

32 Attahment B-1 EXH B TC BART Consent to Liense Agreement Notwithstanding anything to the ontrary in the Master Lease, inluding the use requirements in Artile, BART hereby onsents to the terms and onditions of the Liense Agreement dated es o 4 9 / \ 20 l5, between the PLEASANT H LL BART STAT ON LEAS NG AUTHOR TY, ajoint powers ageny, established and existing pursuant to thejoint powers ageny law of the State of California (Government Code Setion m-» and PLEASANT HLL TRANST VLLAGE ASSOCATES LLC, a Delaware lim ited liability om pany. SAN FRANC SCO BAY AREA RAP D TRANST DSTRCT, a rapid transit distrit By: ts: Pf %1`v\\ ~1»-»1@f... Real é4+a=6 ma Pr bw'_l >l>"f\1*-*\5v B5-{:_ Pert% 320\1\ C- Full Paket - Page 32 of 43

33 Attahment B-1 Exhibit D Sope of Approved mprovements Repair and/or replaement of the parking lot lighting, landsape lean up, restriping of the parking spaes and installation of two pay mahines. 320\1\ l D- l Full Paket - Page 33 of 43

34 _ 1 _ &" l 1?,Q :. - ' 1 l l - l l., : * '( 1 3 *. L ȧ 1 *'.*'?;'.' Exhibit E Approved Signage Attahment B-1 10 J 32Wl\l749*54&l E- Full Paket - Page 34 of 43 l *O *lz "

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