PROPOSED TERM SHEET

BY AND BETWEEN AASEG AND THE CITY OF OAKLAND

SEPTEMBER 28, 2021

1. Parties & Intent This non-binding term sheet (“Term Sheet”) sets forth the terms
upon which the African American Sports & Entertainment Group,
collectively referred to as (the “AASEG” or “Developer”) proposes
to: a) acquire the City of Oakland’s (the “City”) ownership interest
and property rights to the site located at 7000 Coliseum Way,
Oakland, CA, known as the Oakland-Alameda County Coliseum
Complex (APN:041-3901-008-00 and 041-3901-009-00) (the “Site”
or “Property”); b) acquire adjacent properties owned by the City of
Oakland (as further described below); and c) plan, entitle, construct,
and operate the site as a major mixed-use, regional transit-oriented
development, potentially consisting of new sports stadium,
entertainment venues, market-rate and affordable residential housing,
life-science R&D, office, retail, educational, and hotel/conference
facilities – collectively achieving the highest and best use of the
Coliseum site development (the “Project”).

The proposed Project Site (as further defined below) is located within
the Coliseum Area Specific Plan. The City has initiated the
preparation and adoption of the Coliseum Area Specific Plan, which
serves to govern uses in the Plan Area, and an Environmental Impact
Report (EIR) that analyzes the environmental impacts of possible
development in the Plan Area. The AASEG will utilize the Coliseum
Area Specific Plan and associated EIR as a framework for efficiently
and sustainably planning and securing all requisite entitlements for
the Project.

The City and Developer desire to negotiate an agreement that consists

of one or more of the following: 1) a Purchase and Sale Agreement
(“PSA”) through which the City of Oakland agrees to sell and
convey the City’s 50% undivided interest to the AASEG, and the
AASEG agrees to acquire and purchase the City’s interest from
the City of Oakland after all of the conditions to closing have been
met; and/or 2) an Exclusive Negotiating Agreement (“ENA”)
through which the City of Oakland agrees to sell/lease the City’s
50% undivided interest of the Property to the AASEG through
either a Developer Disposition Agreement/Lease Developer
Disposition Agreement (“DDA/LDDA”) after all of the conditions
to closing have been met; and/or 3) a Partnership Agreement
whereby the City has the option to participate, as an equity owner,
in the development of all or part of the Property (“Agreement”).
These conditions will be described in detail in the finalized Term
Sheet and the Agreement, and as a condition of closing, will
require the AASEG to provide for the resolution of the
City/County/Coliseum Way Partners ownership interest,
defeasance, refunding or repayment of the bonds so that the
encumbrances related to the bonds are removed from the
Complex.

Page 1 of 6
 PROPOSED TERM SHEET
BY AND BETWEEN AASEG AND THE CITY OF OAKLAND
SEPTEMBER 28, 2021

2. Purchase Price: The Purchase Price for the City’s 50% undivided interest in the
Property is One Hundred Fifteen Million Dollars ($115,000,000),
payable in full to the City in installments in accordance with a
Schedule of Payment(s) to be negotiated and included as an exhibit
to the Agreement.

The proposed Purchase Price reflects a fair, equitable, and current

market price for the purchase of the City’s interest pursuant to the
terms of this Agreement. In addition to paying the purchase price
upon closing, the AASEG shall assume the City’s share of any
ongoing facility operating costs of the complex immediately upon
the closing commitment.
3. Deposit Within five (5) business days of the Effective Date of entering into
an Agreement, the AASEG shall provide a deposit with an Escrow
Holder for the sum of Five Million Dollars ($5,000,000) as security
for the performance of the AASEG's obligations under the PSA/or
ENA. Of the total deposit amount, an allocation of One Million
Five Hundred Thousand Dollars ($1,500,000) shall be assigned as
the Project Expense Payment (“PEP”) to cover the City’s Direct
Cost per below and will remain in a project expense account with
the City during the 48-month (plus two six-month administrative
extension) due-diligence period.

This Term Sheet will provide for exclusive negotiations among the City
and the AASEG for up to 180 days until an Agreement is authorized by
City Council and signed. Please note that, other than the provisions
related to exclusivity and confidentiality, the terms and conditions set
forth in the Term Sheet are not legally binding on the parties. The City
Administrator or his/her designee shall have the authority to authorize,
on behalf of the City, changes to the Term Sheet as needed in the best
interests of the City.

Direct Cost Payments. Per the Project Expense Payment provision of

Section 3 above, Developer shall be responsible for advancing up to
One Million Five Hundred Thousand Dollars ($1,500,000) of City’s
direct cost (Direct Cost Payment(s)). Such Direct Cost Payments shall
be in addition to any Option Payments made by Developer which are
credited against the Purchase Price. These Direct Cost Payments will
be utilized for: (a) City’s actual internal or outside legal counsel fees
associated with the drafting, negotiations, and implementation of the
Term Sheet, the Agreement, any requested assignments of rights
requested by Developer, and any other documents related to the
contemplated transaction and/or services related to any closing; and (b)
in-house staff costs and actual third-party costs incurred by the City to
review, negotiate and complete the transaction in its proprietary
capacity; (c) implement and manage the Term Sheet, the Project, and
the Agreement, into the future.
4. Land (“Site”) The City is interested in conveying its 50% undivided ownership

Page 2 of 6
 PROPOSED TERM SHEET
BY AND BETWEEN AASEG AND THE CITY OF OAKLAND
SEPTEMBER 28, 2021

interest in approximately 112 acres of real property at the Coliseum

site to the AASEG for potential development of a major mixed-use
development, as described below pursuant to the terms of the
Agreement.

The Complex located at 7000 Coliseum Way consists of the following

parcels: (APN:041-3901-008-00 and 041-3901-009-00) (the Complex).
The AASEG is also interested in securing adjacent surplus parcels that are
owned by the City.

In lieu of AASEG’s payment for all or part of the purchase price (i.e. land-
lease or equity participation), and/or in consideration for the conveyance of
the adjacent land, the Agreement will provide for the City, at its sole
discretion, to participate in project revenues, as a development partner, on
terms to be negotiated during the Agreement Phase.

PROPOSED DEVELOPMENT
During the due diligence period, the AASEG will conduct certain
investigations of the property and work in good faith to negotiate an
equitable joint ownership agreement with the Oakland A’s and/or
the County of Alameda.

AASEG will diligently undertake the feasibility analysis, planning,

entitlements and, if feasible, development at the Project Site including,
but not limited to, the following components (the Project):
(i) a multi-purpose sports stadium/convention center
containing approximately 65,000 seats and amenities to be
used by multiple professional sports teams, (the New
Stadium), which will be developed in accordance with
plans and specifications approved by the professional
sports teams, and the governmental or regulatory agencies
or entities with jurisdiction over the proposed project, and
which will replace, or significantly refurbish, the existing
Oakland-Alameda County Coliseum;
(ii) commercial and residential uses and related improvements
and amenities which will be anchored by one or several
large tenants and may include:
• life-science R&D facilities
• office space
• one or more hotels
• market rate and affordable residential uses
• cultural amenities
• educational facilities
• government offices
• retail, targeting local and national retailers
• healthcare
• fitness

Page 3 of 6
 PROPOSED TERM SHEET
BY AND BETWEEN AASEG AND THE CITY OF OAKLAND
SEPTEMBER 28, 2021

(iii) parking (both dedicated and reciprocal use) to serve the

new sports Stadium/Convention Center and the Mixed-
Use Components; and
(iv) all required infrastructure and site preparations, including
but not limited to utility relocations; utility connections;
drainage, roads; sea-level rise grade adjustments;
hazardous abatements.
Development of Affordable Residential Rental and/or Ownership
Project. As previously indicated, the project is proposed to be
developed with a) affordable (extremely low-, very low-, low- and/or
moderate-income) multifamily residential rental and/or condominium
units (the total number of which will be at least 35% of the total
residential units constructed across the development; b) at least
120,000 square feet of rental retail space; and c) parking garages
containing approximately .25 parking spaces per affordable unit. The
residential units will be constructed in a manner and with materials
that will minimize the risk of fire, including during construction (to be
further defined in the Agreement). The quality of design and materials
for the affordable units will be comparable to the market rate units.

Common Area Improvements. Developer will construct new parks

and public plaza located within the development. Access to the
Project Site and new public paseos between the Parcels, the Plaza, and
the Project Site areas (collectively, the Common Area Improvements).
The Common Area Improvements will serve as pedestrian, bike,
vehicle, and maintenance accessways to, from, and around the Project
Site and the Project.

Construction of the Common Area Improvements will be phased

pursuant to a schedule of performance or multiple schedules of
performance agreed to by City and Developer in the Term Sheet that
tie the various components of the Common Area Improvements to the
applicable Agreement.
5. Strategic Project AASEG’s strategic objectives will include, but not be limited to:
Objectives achieving an increase in robust hospitality options, thriving retail,
including the preservation and support of local businesses owned by
people of color; world-class entertainment, nightlife, culturally
diverse restaurants, cultural museums, community gathering spaces,
and performance arts spaces; educational facilities, life-sciences R&D
facilities, a black cultural business component (affectionately known
as “Black Wall Street 2”), a transportation hub, and public and social
services; and sizable housing options including affordable housing
and housing that focuses on anti-displacement measures and strategies
that enhance the existing cultural fabric of East Oakland.

AASEG will explore the feasibility of the development of a multi-

purpose, professional sports stadium in a manner that also augments
and accommodates use of the Arena as a Convention Center. A

Page 4 of 6
 PROPOSED TERM SHEET
BY AND BETWEEN AASEG AND THE CITY OF OAKLAND
SEPTEMBER 28, 2021

particular focus of the Convention Center feasibility analysis will be

to assess the potential to enhance the City’s ability to attract world-
class events to Oakland, as well as transform the Coliseum site into a
365-day-a-year, regional, tourist, and visitors’ destination.
6. Amendments The Agreement may only be amended, in whole or in part by mutual
consent of the parties or their successors in interest. Amendments
constituting a Material Change will require consideration by the City
Council by resolution/ordinance. All other proposed amendments may
be approved, on behalf of the City, by the City Administrator, or
his/her designee.

A proposed amendment shall constitute a Material Change if it seeks

to or causes (a) an extension of the Escrow Period as set forth in the
Agreement; (b) a material change in the non-monetary obligations of
the City; (c) a delay in the ability to reach a joint ownership
agreement with the County/A’s regarding the Property; or (d) an
amendment to the Coliseum Area Specific Plan, General Plan, or
Zoning Ordinance that would restrict currently allowed land uses or
change the quantities of permitted land uses beyond the parameters as
currently set forth.
7. Project Stabilization Developer shall negotiate and execute a Project Labor Stabilization
Agreement Agreement for all improvements constructed on the Parcels, and the
Common Area Improvements.
8. Community The Agreement will secure benefits for the City and its
Benefits and residents consistent, at a minimum, with the guidelines set
Affordable forth in Assembly Bill 734 (2018) and the “Key Principles of
Housing the Coliseum Complex Community Benefits Agreement,”
attached as Exhibit D. Community benefits, including
affordable housing, will be established through a
collaborative, multi-stakeholder, equity-centered community
engagement process. The AASEG will provide funding for
the community benefits package (including affordable
housing) in accordance with the AASEG proposed Financial
Plan described in Section 10.
9. Workforce The Developer shall abide by all applicable City contracting
Development and employment laws in addition to a Project-specific
jobs/contracting program approved by Council concurrently
with the Agreement.
10. Financing and The Parties may pursue the formation of a Community
BIDs Facilities District (CFD) and an Enhanced/Infrastructure
Financing District (E/IFD) to finance eligible capital
improvement and maintenance costs associated with the
Project, subject to the terms of a Financing Plan to be
negotiated by the parties and included as an attachment to the
Agreement. If requested by Developer, the City may also
agree to cooperate with the establishment of a Business

Page 5 of 6
 PROPOSED TERM SHEET
BY AND BETWEEN AASEG AND THE CITY OF OAKLAND
SEPTEMBER 28, 2021

Improvement District (BID) and in submitting and processing

grant or funding applications.
11. Assignment Developer shall have the right to (a) assign or transfer its rights in the
and Agreement or in the Term Sheet to one or more entities controlled by
Conveyance to one or more of the AASEG Partners, without the expressed written
Vertical approval of the City in its sole authority; and (b) Developer may not
Developers assign or transfer the rights to an Agreement to a Qualified Developer
without the expressed written approval of the City in its sole
authority, which approval may not be unreasonably withheld or
conditioned but may include seeking approval by City Council. The
definition of “Control,” “controlled by,” and “Qualified Developer”
(and other derivative terms) shall be specified in the Term Sheet.
12. Indemnification The City and the Developer each acknowledge that they have
not engaged any broker in connection with the transactions
referenced in this Term Sheet. The City will include a standard
provision requiring the Developer to indemnify and hold
harmless the City, its City Council, directors, officials,
employees, etc. with respect to any claims for brokerage
commissions, bond holders, consultant fees, or any third-party
claims related to this transaction resulting from its respective
actions.
13. Non-Binding It is understood that this Term Sheet constitutes a mere
Effect expression of interest, does not represent an offer or binding
obligation of any kind, and creates no rights in favor of any of
the parties or any other person. No person will have any right
or obligation whatsoever with respect to the proposed
transaction unless and until the parties have executed and
delivered the Term Sheet or other definitive documentation
evidencing such agreements. The interpretation of this Section
shall be governed by California law.

Page 6 of 6