PART II

PART II: ANNUAL REPORT PURSUANT TO REGULATION A

East Bay Permanent Real Estate Cooperative, Inc.

This document contains forward-looking statements and financial projects, and they could be totally wrong.

Financial projections provided in this document and elsewhere are based upon assumptions that the management of the Cooperative believes to be reasonable. However, given all of the risks summarized above and other unpredictable factors impacting the Cooperative, the projections should be viewed merely as financial possibilities and not as a prediction or guarantee of future performance.

Specifically, this document contains forward-looking statements (a term defined in Section 27A of the Securities Act), which tend to include words like “believe,” “may,” “will,” “could,” “would,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “hope,” or the negative or plural of these words or similar expressions. With these statements, we aim to project our revenues, income or loss, capital expenditures, business relationships, financing, property acquisitions, and plans for future operations. Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and therefore involve a number of risks and uncertainties.

You should not rely upon forward-looking statements as predictions of future events. Except as required by law, neither the Cooperative nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The Cooperative undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this Annual Report to conform these statements to actual results or to changes in its expectations.

Details of Risk Factors identified by management that can and will affect the accuracy of these forward-looking statements are included in the Company’s Offering Statement, as amended, on Form 1-A dated September 2, 2020 as such factors may be updated from time to time in the Company’s subsequent filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.. You should read this Annual Report, as well as the Offering Circular and all related documents with the understanding that the Cooperative’s actual future results, performance, events, and circumstances may be very different from what the Cooperative expects.

Item 1. Description of Business

East Bay Permanent Real Estate Cooperative, Inc. is a California Cooperative Corporation. In this document, we also refer to it as “East Bay Permanent Real Estate Cooperative” or “EB PREC” and the terms “we,” “us,” “our,” “Cooperative,” “management,” or similar terms.

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Mission and Background

East Bay Permanent Real Estate Cooperative’s mission is to facilitate Black, Indigenous, People of Color, and allied communities to cooperatively organize, finance, purchase, occupy, and steward properties, taking them permanently off the speculative market, creating community controlled assets, and empowering our communities to cooperatively lead a just transition from an extractive capitalist system into one where communities are ecologically, emotionally, spiritually, culturally, and economically restorative and regenerative.

We were formed in recognition that the Bay Area’s vibrant, diverse communities are rapidly being displaced. In 1980 Black people were by far the largest ethnic group in Oakland, accounting for 46% of Oakland’s population¹. By 2015, the Black population had fallen to 25.4%, now the 3rd largest demographic, following White (26.9%) and Hispanic (26.1%)². Similar stories are unfolding across the country. We believe the only way to disrupt this pattern is to center communities of color in leading a just transition that conserves cultural assets and permanently protects land from speculative markets.

Approach

We’ve created an approach to stabilizing and preserving the heritage of our community through a participatory model of real estate acquisition and neighborhood development. Our model of real estate development is grassroots-led, rather than top-down. EB PREC engages everyday people in organizing, financing, acquiring, and stewarding land and housing.

EB PREC’s staff supports and provides technical and financial assistance to groups of community members who coalesce around the acquisition of properties, including homes, multi-unit buildings, land, cultural spaces, and commercial properties. The group (referred to by EB PREC as an “organizing group”) then organizes neighbors and other community members to support the project by becoming Owners of EB PREC. When people purchase Investor Owner Shares, this provides financing to help EB PREC purchase the property. Financing from Investor Owners will often be combined with other forms of financing, like loans from community banks or credit unions.

EB PREC then acquires title, permanently protecting the property from the speculative market, while delegating the governance of the property to small democratic groups of residents. EB PREC collaborates with residents to set rents – not for the purpose of generating profit – but with the goal of keeping real estate affordable by operating at-cost and allowing residents to build equity. The rents are calculated with the goal of covering the financing, acquisition, and operational costs of each project. The intention is for surplus income to build equity for and be returned to residents.

Primary Activity

EB PREC’s primary business activity is to buy, rehabilitate, steward, and manage real estate, while sustaining EB PREC’s operations with rental income from the properties. EB PREC’s unique model of development engages community members and local organizations in the visioning and planning process for each property, meaning that each property has a group of people personally “invested” in the success of the project.

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¹ https://www.sfgate.com/bayarea/article/25-drop-in-African-American-population-in-Oakland-2471925.php

² http://www2.oaklandnet.com/oakca1/groups/ceda/documents/agenda/oak069022.pdf

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While the real estate market is cyclical and can be unpredictable, EB PREC is uniquely situated to reduce risk in our portfolio over time for various reasons.

● By co-managing our properties with EB PREC’s resident-owners (as defined in our bylaws), we believe we are likely to have lower turnover, better property upkeep, and be able to better anticipate and proactively address problems through active communication and relationship building with residents.

● The Cooperative is building strong relationships with local community land trusts, affordable housing developers, and housing rights organizations. These partnerships will help us access skills, professional expertise, financing, and economies of scale.

● Our model is designed to allow residents to build equity over time, but we do not tie this equity to market fluctuations, since this would lead to significant financial unpredictability and burdens for the Cooperative when we pay out equity to residents.

Secondary Activities

EB PREC has taken on secondary business activities, most emerging from the deep connections EB PREC has built with local government, community members, and organizations, in order to carry out its mission. EB PREC’s secondary activities include:

Education. EB PREC has contracted with and been paid by both Sustainable Economies Law Center (“Law Center”) and Northern California Land Trust (NCLT) to develop educational curriculum, classes, and events related to community stewardship of land and housing. For example, NCLT has hired EB PREC to develop and host a resident training program for the Co-op 789 real estate project described in item 2 of this document. EB PREC is also a partner in the Transformative Climate Communities (TCC) Grant received by the City of Oakland from the California Strategic Growth Council. As a partner EB PREC is contracted to provide outreach, education, and organizing services to uplift anti-displacement policies, programs, and strategies in East Oakland.

Community events. EB PREC hosts many community gatherings, discussions, book clubs, and other events (mostly happening online since the onset of the pandemic).

Public speaking. EB PREC has received a small stream of earned income in the form of fees and honorariums for public speaking events.

Technical assistance and consulting. Staff of EB PREC are currently providing in depth technical assistance to local organizations with similar or overlapping goals, including the East Oakland Grocery Cooperative and the BlacSpace Cooperative. In addition, EB PREC staff have done paid consultations with groups outside of the Bay Area, such as a real estate project in Montreal seeking to model itself off EB PREC, and a consultation in Jackson Mississippi with New West Jackson Cooperative. Finally, EB PREC is receiving a small amount of income for consulting work with the City of Oakland as the City develops a program to support low income homeowners to obtain loans and navigate the permit and construction process in order to create more affordable housing stock in Oakland.

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Coalition-building. EB PREC staff is active in many local and regional housing justice organizations and coalitions, including Right to the City, Homes for All CA, the People’s Land and Housing Alliance, and the Oakland Property Acquisition Collaborative.

Staffing and Support

Current staffing and support. The Cooperative currently has 5 full-time employees and 2 ongoing contractors. In addition, the Sustainable Economies Law Center employs 6 people who work part-time to support with EB PREC’s development and legal needs, in addition to Noni Session, who is employed full-time to support the work of EB PREC and related education and organizing, under a project fiscally sponsored by the Law Center, called Collective Action and Land Liberation Institute. The details of the Law Center’s commitments to EB PREC are provided in the attached Legal Services Agreement and Incubation and Technical Support Agreement.

Hiring plans. Funded by the TCC Grant and with the purpose of implementing the TCC Grant project deliverables, EB PREC is planning to hire three new positions in 2021, including a Project Manager and two Community Organizers.

What Is Unique About EB PREC’s Corporate Structure?

EB PREC is a California Cooperative Corporation, which is described in the California Corporations Code sections 12200 to 12704. According to section 12201 of the Code, “such corporations are democratically controlled and are not organized to make a profit for themselves, as such, or for their members, as such, but primarily for their members as patrons.” As such, Investor Owners should not view the purchase of Investor Owner Shares as an opportunity to profit in the way that investors in conventional stock corporations might. Rather, Investor Owners are providing low-cost capital to support the work EB PREC does for the community, staff, and residents.

Structure and Governance

EB PREC has a unique legal, governance, and financial structure that is best understood by reading our Bylaws, attached to this document. We have written and included cartoons in these Bylaws with the goal that all Owners read, understand, and feel empowered by our structure.

Unlike a conventional housing cooperative, which is formed to provide housing to a defined group of residents, EB PREC could be described as a “movement cooperative,” because it is designed not only to provide housing and affordable real estate, but also to build a large membership base and serve members’ collective goal to transform our neighborhoods and our systems for land ownership.

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To this end, EB PREC has 4 categories (or “classes”) of Owners (or “members”), each with different rights, qualifications, responsibilities, and ways of participating in EB PREC:

1. Community Owners

2. Investor Owners

3. Resident Owners

4. Staff Owners

The securities being sold through our offering enable people to become Investor Owners. To understand the role of Investor Owners in relation to other Owner categories, please read our Bylaws.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read this section in conjunction with EB PREC financial statements. See EB PREC Audit Reports for 2019 and 2020 in Item 7 of this document.

The discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. EB PREC’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Offering Circular.

Grants Funding EB PREC Operations

Grants have been EB PREC’s primary source of funding for its operations, to date. In deep partnership with the Cooperative’s incubating organization, the Sustainable Economies Law Center, EB PREC has raised over $1,500,000 in received and pledged grant funding.

Not all of this funding appears on EB PREC’s books for various reasons. Many grants are held and administered by the Law Center for the purpose of incubating EB PREC. The Law Center and EB PREC periodically enter into contracts in which the Law Center agrees to pay EB PREC to carry out work that advances the missions of both organizations.

As of April 15, 2021, the Law Center is holding or expecting to soon receive $1,043,810 for EB PREC incubation, most of which is to be distributed to EB PREC on request by EB PREC. See the Exhibits 6.d through 6.i for multiple contracts between the Law Center and EB PREC. These funds support the Cooperative to focus on community building, organizing, legal and organizational infrastructure, education, and our first few real estate projects.

The $100,000 grant EB PREC received from the Center for Cultural Innovation in 2019 (and listed as a “refundable grant advance”) was shown as income in 2020. The Center for Cultural Innovation granted EB PREC another $100,000 in 2020, which is again listed as a “refundable grant advance” and will not appear on the income statement until the deliverables are completed in 2021, per accounting standards.

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Property Donation

In May of 2020 EB PREC received the donation of 2447 Prince St, a single family home in Berkeley. Assessed at $1,350,000, this property accounts for the “Additional Paid In Capital” on our balance sheet. EB PREC is in the process of requesting the appraisal be revised downward to reduce the property tax burden, and this may impact the balance sheet in the future. The reduction in the appraised value will reduce the monthly costs associated with the property, to the benefit of the cooperative and the residents. This property has no associated debt, and short to medium-term repairs and maintenance has and will be funded through cooperative equity (we invested $24,203 into the property in 2020), and therefore there are no immediate loan-to-value considerations.

Owners’ Equity

While in 2019 EB PREC raised $189,100 through Investor Owner Shares, in 2020 we raised an additional $68,684 from Investor Owner Shares. There are many reasons for the decrease in the quantity of shares sold, including first and foremost the Covid-19 pandemic. The pandemic halted much of the economy in its tracks, and while the stock market has boomed, most people (and we accept investments from everyday people, not just accredited investors) experienced reduced liquidity through lost income, and increased costs like childcare. Many of our funders, partners, community members, and EB PREC itself, pivoted in 2020 to fund mutual aid for the community’s immediate needs. In addition to the economic climate, the social climate during COVID disrupted our burgeoning organizing processes. We focused the summer of 2020 on a community “Scenario Planning” series, as well as working on our Regulation A+ Qualification. Despite the apparent slowness of our equity raising in 2020, in Q1 2021 EB PREC raised $154,000 of new Investor Owner capital, and we plan to launch our public capital campaign in Q2, with the short-term goal of raising over $1,000,000 of Investor Owner capital to invest in an upcoming project.

Dividends

In June 2020 the board stated an intention to later declare dividends at a 1.5% annual rate of return to Investor Owners who invested in 2018 and 2019, and who opted in to receive dividends. The total of said dividends for 2018 and 2019 was calculated to be $504.83. These dividends have not yet been officially declared.

PPP Loan

In April 2020 EB PREC applied for and received a PPP loan for over $14,000. EB PREC has since applied for loan forgiveness, and expects the loan to be forgiven 100%. This is reflected per accounting standards in our audited financials.

4-Year Grant For Anti-Displacement Work

In addition to general operating grant support, in 2020 EB PREC was awarded, in partnership with the City of Oakland and many other co-applicants, the Transformative Climate Communities (TCC) Grant from the California Strategic Growth Council, for a total of over $28 million dollars, for work to take place between 2021 and 2024. EB PREC will receive up to $715,000 between 2021 and 2024 to carry out anti-displacement organizing and education throughout deep East Oakland, in partnership with the City and the Black Cultural Zone. We believe this four-year program will ensure EB PREC’s longevity and capacity to organize residents and businesses in East Oakland for cooperative property acquisition, and other displacement avoidance tactics for the community.

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Staffing

The Cooperative staffing expanded substantially from 2018 to 2021. EB PREC’s staff collective formed in the summer of 2018 with a shoestring budget of $36,000. Most of the staff had been organizing on a volunteer basis before then. The success of our launch at the end of 2018, and the collaborative leadership of the Law Center, allowed us to fundraise and expand our staffing in 2019. We now have five full-time staff whose salaries are paid by EB PREC. The Law Center hired and has been employing our Executive Director, Noni Session, to do the educational, organizing, and development work necessary to establish and grow EB PREC. The Law Center also has 6 staff who work part time to support the incubation, technical, and legal support of EB PREC, pro bono. None of these expenses appear on the Cooperative’s financial statements.

Our budget and capacity has expanded significantly in 2020 and into 2021. EB PREC expects to hire three additional positions by the end of 2021, which will be funded through, and work on, the TCC Grant in East Oakland.

Investments Prior to This Offering

EB PREC officially launched our public membership at the end of 2018, with our first members investing in 2018. Four Investor Owners in close relationship with the Cooperative purchased additional Shares through a private offering in the Fall of 2019. By the end of 2019 EB PREC had raised over $200,000 from Investor Owners in California only. Through September 2020, most Investor Owners were only able to purchase only one share each, because we relied on an exemption in the California securities laws that allows for the purchase of cooperative membership shares for only up to $1,000 per person. With the launch of this Offering, prospective investors across the U.S. may now buy more than one Share at a price of $1,000 per share. As of April 20th, 2021, 22 individuals or organizations have purchased more than one Share, with the average of these 22 investors investing $12,000. The average investment per investor overall is $1,862.

Liquidity

In 2018 and 2019, the Cooperative’s assets were highly liquid, in the form of cash. This cash was made up of a combination of grant funding, loans, and Investor Owner Shares. The Cooperative does not intend to use Investor Owner Shares for operating expenses like salaries, but is reserving these funds for property acquisitions and rehabilitation. Thus, while EB PREC has had high liquidity, we anticipate lower liquidity levels as we start to purchase more real estate.

As of Q1 2021, the Cooperative, in partnership with the Law Center, has been able to raise enough received and pledged grant funding to support our projected operations through the Q2 of 2022. Most of these funds are held by the Law Center and will be paid to EB PREC upon request.

In a few years, EB PREC expects its core operations to be financially self-sustaining from revenue generated from properties, community owner dues, contracts, consulting, events, and programs. Until then, we are continuing to raise grants and donations to cover operational expenses. In the long run we expect grants and donations to continue to expand our capacity to organize, educate, and build a housing justice movement in the East Bay and beyond.

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In May of 2020, EB PREC received a donation of a 4-bedroom home (2447 Prince Street) assessed at $1,350,000. This is a highly illiquid asset, and EB PREC has no intention of ever selling the property. In a potential low liquidity situation in future years, this asset could be leveraged (borrowed against) to create liquidity for the Cooperative. This is not a desirable outcome, but a possibility if needed.

Looking Forward

With a global pandemic and racial uprisings, 2020 was an unprecedented year for the world in so many ways. As we begin to see our way out of shelter in place in 2021 it is challenging to predict what is going to happen next. The following discussion includes both facts and conjecture, in addition to forward looking projections. The COVID-19 pandemic has led to record unemployment, new renter protections like eviction moratoriums, new government spending programs which have bolstered the stock and real estate markets, and shifts in company norms regarding working from home, just to name a few of the ways that COVID has impacted the economy. The various vaccines will likely become available to all Americans, but the long-term impacts of the pandemic will impact our world, our work and the East Bay’s real estate market in various ways for years to come.

The California Association of Realtors’ (CAR) most recent report³ shows a seller’s market in the Bay Area, with home sales in February 2021 up 16% from the previous year. The slowdown in sales that happened in the first months of the pandemic has not persisted, and while San Francisco rents and home prices fell during the pandemic, Oakland was less affected, and most of the East Bay has seen prices continue to rise as folks move away from urban centers and into homes with backyards and more space to work from home. Extremely low interest rates have fueled the demand for home acquisition across the country. Eviction moratoriums are still in place but are due to expire, which could mean an unprecedented wave of evictions across our low income and unemployed community members. While predatory funds are ready to buy up properties when evictions and foreclosures create more supply in the housing market, a new California law, SB 1079, gives tenants, nonprofits, and cooperatives like ours the opportunity to step in and acquire foreclosed properties, but these organizations require funding in order to utilize this opportunity.

In 2021 the City of Oakland plans to distribute the last of its funding from Measure KK, through it’s “Acquisition and Conversion to Affordable Housing” (ACAH) program. The ACHA program has been the primary source of subsidy for many local community land trusts for the last few years, is the program through which the Measure KK funds have been disbursed, and is the program that funded EB PREC’s first project in partnership with NCLT, Co-op 789. EB PREC supported this acquisition through resident organizing, negotiations with the owner, resident training, construction management, and by raising $185,000 from our Investor Owners which we planned to loan to NCLT to fund the rehabilitation of Co-op 789. We have not completed this loan for a few reasons, including the fact that the project’s cash flow does not clearly support the payback of the loan. The pandemic and the inability of some residents to pay their rent has exacerbated the cash-flow challenges at Co-op 789, and the two other lenders on the property would not approve an additional loan on the property. Thus, instead of completing the loan at this time EB PREC and NCLT have applied for additional funding through the ACAH program to provide enough subsidy so that the project can continue to remain affordable, and carry the costs of the necessary rehabilitation. We hope the project receives this final round of Measure KK funding - the application was submitted late January, and we have not heard back yet - which would allow the project to cash flow, and would allow us to make the loan to complete the rehabilitation if needed, or to reallocate the funds to other projects.

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³ https://www.car.org/marketdata/data/countysalesactivity

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The City of Oakland has also engaged UHAB, a cooperative developer and consultant, to help them update their loan documents so that they can more easily work with CLTs and EB PREC to transition properties to resident ownership, and cooperative ownership. We hope that this process will allow EB PREC and NCLT to follow through on the original intent of the Co-op 789 project, which is transitioning ownership of the improvements to EB PREC, and keeping the ownership of the land with NCLT.

Looking forward, the City has no clear plan describing how to provide future funding for its ACAH program. Various state-level funding proposals are in the works, which may provide hundreds of millions of dollars in funding for affordable housing programs. EB PREC is involved in conversations with the City, and is an active part of coalitions that are working on these state-level initiatives.

While restaurants, retail, and many other commercial real estate uses have taken the large hit this year, with so many businesses having to shut down due to the pandemic, Oakland’s commercial real estate market has stayed strong. In 2020, three commercial real estate transactions⁴ took place for a combined price of over $1 billion. In November 2020, the Oakland Planning Commission unanimously approved the Mandela Station⁵ megaproject, with over 700 residential units and over 30,000 square feet of retail, which is expected to break ground in 2022. EB PREC is currently in contract to acquire 1720-1724 7th Street, just blocks from Mandela Station. Now that the COVID vaccines are largely available in the United States, investors are even more bullish on commercial real estate than before.

EB PREC hosted a series of “Scenario Planning” calls with its members and community from across the country during the summer of 2020, to help us understand, prepare for, and respond to the needs of our communities. We know that during the last recession Black and POC communities were most negatively impacted by foreclosures and a loss of wealth, while the 1% and ultra wealthy purchased properties at low prices. The eviction moratorium and stimulus seem to have staved off a similar impact so far, but we know that a large number of low-wage workers have lost their income, while billionaires have gotten exceedingly richer during the course of the pandemic. Thus these concerns about increased instability and wealth disparities continue to cloud the future stability of our frontline community members. By bringing community members together during this time of physical isolation, to collaboratively imagine the challenges and hopes of the future, we aimed not only to create strategies for resilience, but to facilitate the much needed connection, relationships, and hope that can help our community members get through these challenging times.

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⁴ https://www.mercurynews.com/2021/03/08/1-billion-three-deals-downtown-oakland-market-real-estate-tech-pge/

⁵ https://www.bizjournals.com/sanfrancisco/news/2020/11/05/west-oakland-megaproject-on-bart-land-moves-ahead.html

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EB PREC anticipates using funds raised through this offering to acquire multiple properties, including a mixed use cultural property known as Esther’s Orbit Room in West Oakland, a culturally significant venue for West Oakland’s historic black community. As of April 1st EB PREC is in contract to acquire Esther’s Orbit Room, specifically 1720-1724 7th street and 1715 Goss street. Funds raised will also empower EB PREC to acquire properties, including acquisitions below market value from mission-aligned sellers, and potentially intervene in foreclosures to convert properties to collective ownership instead of allowing them to be purchased at low prices by ultra-wealthy investors and increasing gentrification and displacement. The new law SB 1079 allows tenants, nonprofits, and cooperatives to intervene after foreclosure auctions and purchase homes by matching or exceeding the winning bid at auction. Funds raised will allow EB PREC to put money down and borrow additional funds from individuals and institutions for the purchase of properties. This additional debt funding may happen concurrently with this offering. We will continue to organize with our community around properties that provide the best balance of financial feasibility, permanent affordability, and community impact.

This is a “best efforts” offering, meaning there is no minimum we need to reach before we begin to deploy funds from the offering. Thus, the scope of our upcoming acquisitions depends heavily on how much funding we are able to raise through this offering. Thank you for investing in community.

Item 3. Directors and Officers

DIRECTORS, OFFICERS, AND SIGNIFICANT EMPLOYEES

EB PREC is governed by a Board of Directors, and managed by a staff collective. The Board is structured to have eight Directors (a.k.a. Board members). Board members serve two-year terms. Investor Owners only have the right to participate in elections for two Board members. And when Investor Owners do have a right to participate in elections, they do so along with the other three Owner types (Community, Staff, and Resident), with each Owner voting on a one-member, one-vote basis. The majority of our Directors are elected by non-Investor Owners or appointed by Specified Designators, and are intended to represent the stakeholders and values that are integral to EB PREC, as follows:

Five of the Directors (named the Governance, Financial, Staff, Resident, and Community Directors) are elected, with voting done on a one-member, one-vote basis. All EB PREC Owners (including Staff, Resident, Community, and Investor Owners) are able to vote on just two of these seats: the Governance and Financial Directors. The Staff, Resident, and Community Directors are elected exclusively by the Staff Owners, Resident Owners, and Community Owners respectively.

Three of the Directors (named the POC Housing Justice, Indigenous, and Black East Bay Directors) are designated Board seats appointed by certain Specified Designators, namely, (1) the People of Color Sustainable Housing Network (or, if unavailable, Urban Habitat), (2) Sogorea Te Land Trust, and (3) the East Oakland Collective (or, if unavailable, Mandela Grocery Cooperative). These Specified Designators and their respective Board seats anchor EB PREC to its mission and ensure BIPOC community representation on the Board.

Notwithstanding by whom they are appointed or elected, each Director owes fiduciary duties to the Cooperative as a whole under the terms of California law and our charter documents. Taken together, we believe this structure creates important harmony between the various stakeholders in our Cooperative.

For more information about the Board and how it operates, please refer to our bylaws.

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Our current board members and staff are listed below, with biographies following this table. There are no family relationships among the staff or Board members.

Name	Position	Age	Start of employment or term of office	Approximate hours per week for part-time employees
Staff Owners
Noni Session	Executive Director	46	3/2018	30
Ojan Mobedshahi	Finance Director	31	6/2018	30
Shira Shaham	New Projects Director	41	6/2018	30
Non-Owner Employees
Annie McShiras	Investment Director	34	9/2020	30
Amy Huang	Operations Coordinator	32	2/2021	30
Miliaku Nwabueze	Community Organizer	27	2/2021	30
Board Members(1)				Appointed by:
Candice Elder	Board Member	40	7/2019	Specified Designator
Patricia St. Onge	Board Member	67	7/2019	Specified Designator
Gregory Jackson	Board President (Governance Director)	31	6/2020	All Owners(2)
Renae A. Badruzzaman	Board Member	34	6/2020	Specified Designator
Shira Shaham(3)	Board Secretary (Staff Director)	41	2/2018	Staff Owners
Ojan Mobedshahi(3)	Board Treasurer (Finance Director)	31	7/2018	All Owners(2)

(1) There are currently two vacancies on our Board: the Resident Director and the Community Director. Elections to fill the Resident Director and Community Director seats will take place in 2021 and 2022, respectively.

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(2) Investor Owners, Staff Owners, Resident Owners, and Community Owners, each voting on a one-member, one-vote basis.

(3) Shira and Ojan are Directors and members of the EB PREC Staff. No more than two Directors can also be EB PREC staff members at any one time.

Staff Owner: Noni Session - Executive Director

Noni is a 3rd generation West Oaklander, Cultural Anthropologist and Grassroots Organizer. After a 2016 run for Oakland City Council in which she garnered more than 43% of the vote, Noni came to believe her community’s clearest pathway to economic justice and to the halt of rapid displacement was a cooperative economy. In the past five years Noni has held many roles, including Assistant Librarian at the West Oakland Public Library; Candidate & Chief Strategist Oakland City Council Campaign; and Co Founder and Outreach, Media & Strategy lead for State of Black Oakland. Her core competencies include academic research & writing, international development & government agency liaison, volunteer recruitment & management, collections management, and cooperative development.

Staff Owner and Board Treasurer: Ojan Mobedshahi - Finance Director

Ojan is a 2nd generation Iranian American, born and raised in the Bay Area. He has experience in healthy land use spans landscape design, restoration and education, real estate brokerage, construction and development, and political organizing. Ojan lives in a co-op in Oakland, and is also a landscape contractor and regenerative permaculture designer. In the past five years Ojan has worked as a Land Analyst at Polaris Pacific, a San Francisco brokerage, and a Development Associate at Ashbury General Contracting and Engineering. Before joining EB PREC, he founded his own business, Happy Planet Land Use Consulting. His previous work includes real estate financial modeling, project management and entitlement in the Bay Area, as well as landscape design, build, and project management.

Staff Owner and Board Secretary: Shira Shaham - New Projects Director

Shira has nearly 10 years experience leading teams and managing custom design projects and businesses. She played a key role in the growth of a food cooperative start-up in New York from the initial meeting of some 20-odd people to a successful business open six days/week. Returning to the Bay Area where she was raised, Shira works to give back to the communities that have nurtured her. Shira works part time at Arizmendi Construction Cooperative, and previously worked at Ashbury General Contracting and Engineering leading teams and managing custom design and construction projects.

Employee: Annie McShiras - Investment Director

Annie works to actualize her bold vision of an economy where all people have enough to thrive through her work as a fundraiser, storyteller, and business development strategist. Over the past decade, she has worked across fields including student organizing, worker cooperative development, popular education, impact investing, and transforming our financial system. A white queer organizer, Annie is dedicated to justice, abundance, and equity, and is committed to learning and growing as a lifelong practice. She remains steadfast in her approach to create parallel, democratic institutions that provide a more just alternative to corporate capitalism. Annie’s tenet belief is that there are enough resources for everyone to thrive as long as those resources are distributed equitably.

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Employee: Amy Huang - Operations Coordinator

Amy brings to EB PREC over eight years of experience in multi-stakeholder communications and project management, from a career spanning landing site selection for the Mars Curiosity rover, technical strategy for Google, and strategic communications for the Bay Area transportation industry. Now activating her rich technical background in the collective struggle against oppression, she is committed to advancing a liberated, equitable, and radically inclusive future. A queer Asian-American woman, child of immigrants, and settler, she thrives when catalyzing passionate people to do their best work.

Employee: Miliaku Nwabueze - Community Organizer

Miliaku’s current identities are black, queer, femme, Detroit-raised, Igbo, and play-expert. She is currently completing her MFA in Transdisciplinary Design at Parsons at The New School. Her experience with working humans spans across corporate america, non-profits, grassroots organizations, cooperatives, and a multitude of different projects and initiatives. She has familiarity with software design, transition design, finance, pedagogical and curriculum development, and project management. In her work, she has witnessed the potential of relationships to maintain the status quo and to subvert it. In building consciousness around her blackness and queerness, she has developed tools and frameworks she hopes will help us deviate from reformist patterns and enter generative relationships with each other and all earthlings. As a staunch abolitionist, she believes in rethinking everything and incorporates design methodologies into (un)making.

Board Member: Candice Elder

Candice Elder, an East Oakland native who currently resides in City of Oakland District 7, is the Founder and Director of The East Oakland Collective (EOC). Candice went to Oakland public schools and for high school attended The Head Royce School. Candice has a background in law, philanthropy and nonprofit management. Candice was a legal professional for 10 years and has worked in plaintiff class action law firms in employment and antitrust law fields. Candice previously worked as the Executive Coordinator and Membership Manager for the Women's Funding Network, the largest philanthropy network of women's funds and foundations in the country.

Board Member: Patricia St. Onge

(Haudenosaunee and Quebecoise, adopted Cheyenne River Lakota) is a grandmother and mom. She’s also the founder of Seven Generations Consulting and Coaching, working primarily with social justice organizations. She is the lead author of Embracing Cultural Competency: A Roadmap for Nonprofit Capacity Builders. She is Assistant Adjunct Professor at Mills College, Dept. of Race, Gender and Sexuality Studies. As an activist, she is a member of the coordinating committee of 1000 Grandmothers for Future Generations. She serves as Co-Chair of the board of directors of Highlander Research and Education Center in Tennessee and East Bay Permanent Real Estate Cooperative, based in Oakland.

Patricia is a writer, avid reader and lover of ceremony. Between them, she and her life partner, Wilson Riles, have six grown daughters, daughters and sons-in-law, and 8 grandchildren. Patricia is part of a growing community in East Oakland called Nafsi ya Jamii (The Soul Community), an Education/Spiritual Center and urban farm.

13 

Board President (Governance Director): Gregory Jackson

Greg is a native of Oakland with deep family roots who feels fortunate to live within blocks of his family that now spans three generations. He is deeply committed to achieving economic equity in the East Bay through collective ownership and democratic decision-making. Recognizing the many social problems rooted in the unequal distribution of wealth and decision-making power, Greg focused his law school research on international cooperatives. Greg aims to increase collective decision-making and cooperative-ownership in East Oakland. He holds a B.A. in Philosophy from San Diego State University, and a J.D. from Golden Gate University School of Law. Greg envisions a cooperative corridor in East Oakland where the historically disadvantaged are given autonomy to self-determine the development of their neighborhoods. Greg knows that youth are the future, and believes the stewards of today must learn to co-create with the inheritants of tomorrow. Greg also serves on the Steering Committee of the Oakland Climate Action Coalition and mentors at Youth Impact Hub. Greg enjoys art, travel, and meaningful conversation in his free time.

Board Member: Renae Alvarez Badruzzman

Renae Alvarez Badruzzaman (she/her) is a public health practitioner passionate about systems change at the root of social and health inequities. Renae serves as the POCSHN Housing Justice Director for EBPREC, Board Member of Eden Area Community Land Trust, and Program Manager for Build Healthy Places Network. She brings a decade of multidisciplinary and cross-sector experience to collectively advance health equity, inclusion and justice for people of color and communities with low-incomes. Renae’s intention is to support holistic healing practices that work to repair the wounds from legacies of violence and oppression against BIPOC, people with disabilities, and communities with intersecting identities. She is a certified compassion fatigue specialist, has a Master of Public Health, holds National Leader Fellowships in Disabilities, and a Bachelors in Psychology and Human Development. Renae cherishes being active, yoga, reading, cooking, and spending time with her loved ones.

14 

FINANCIAL INTERESTS AND COMPENSATION OF DIRECTORS, OFFICERS, AND OWNERS

Compensation of Executive Officers

Name	Capacities in which compensation was received	Cash Compensation	Other Compensation	Total Compensation
Noni Session*	Executive Director	$52,259.66	$5,419.70	$57,679
Shira Shaham	New Projects Director	$35,818.14	$0.00	$35,818.14
Ojan Mobedshahi	Finance Director	$28,375.00	$0.00	$28,375.00

*Noni Session’s position is fiscally sponsored and funded directly through the Sustainable Economies Law Center, and therefore is not reflected in East Bay Permanent Real Estate Cooperative’s financial statements.

Board members currently do not receive compensation for board service, but may receive compensation for other work carried out for the cooperative. The total compensation to the organization’s Directors in fiscal years 2019 and 2020 were $59,387.50 and $64,193.14, respectively, and does not include Noni Session’s compensation, which comes through the Sustainable Economies Law Center.

Proposed Future Compensation

Future compensation for staff and directors has not been pre-determined, proposed, or contingent upon the success of this offering. With the oversight of the board of directors, employees of the Cooperative collectively set their compensation, or at minimum adhere to the living wage for 1 adult and 1 child using the MIT Living Wage Index⁶. Furthermore, employee compensation is capped at 3 times the median per capita wage for all occupations in the Oakland-Hayward-Berkeley Metropolitan division.

Item 4. Security Ownership of Management and Certain Securityholders

The following table sets forth the beneficial ownership of Investor Owner Shares of the Cooperative’s Executive Officers and Directors as a group, and individually any security holders who beneficially own more than 10% of security, as of 12/31/2020.

As of the submission of these documents, no executive officer, director, or individual owns more than 10% of any class of voting securities.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class
Investor Owner	EB PREC Executive Officers and Directors as a group, 1428 Franklin St, Oakland, CA 94612	2(1)	0	0.83%(2)

(1)While our board members have a total of 2 Investor Owner shares, one of the board members is investing via a payment plan, and has paid $200 towards their $1,000 investment. If they do not complete their investment as required by our Bylaws, they may lose their right to vote as an Investor Owner.

(2)As our voting is done on a one-member, one vote basis irrespective of number of Investor Owner Shares held, this percentage is based on shares owned by Directors and Officers as a group divided by the total Investor Owners as of 4/15/2021. If measured by financial contribution, the D&Os would represent only 0.44% of this share class.

_____________________________

⁶ https://livingwage.mit.edu/counties/06001

15 

Item 5. Interest of Management and Others in Certain Transactions

In 2019 and 2020 EB PREC contracted with the Sustainable Economies Law Center to fund Noni Session’s salary (disclosed above) as EB PREC’s Executive Director. The funds used for Noni’s salary were raised cooperatively by EB PREC and the Law Center, but as EB PREC’s fiscal sponsor, the funds were received directly by the Law Center, and paid to Noni as an employee of the Law Center, not passing through EB PREC’s accounts.

No one involved with EB PREC or with the preparation of this Offering Circular and related documents was or is employed on a contingent basis, meaning that no one will be paid on the basis of how many Shares are sold through this offering.

Item 6. Other Information

None

Item 7. Financial Statements

 

FINANCIAL STATEMENTS

December 31, 2020 and 2019

16 

C O N T E N T S

Independent Auditor's Report	18
Balance Sheets1	19
Statements of Income	20
Statements of Owners' Equity	21
Statements of Cash Flows	22
Notes to Financial Statements	23

17 

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors

East Bay Permanent Real Estate Cooperative, Inc.

Oakland, California

We have audited the accompanying financial statements of East Bay Permanent Real Estate Cooperative, Inc., which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of income, owners’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of East Bay Permanent Real Estate Cooperative, Inc. as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Wegner CPAs, LLP

Madison, Wisconsin

February 15, 2021

18 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

BALANCE SHEETS

December 31, 2020 and 2019

	2020			2019
ASSETS
CURRENT ASSETS
Cash	$	365,735		$	327,309
Prepaid expenses		300			1,101
Total current assets		366,035			328,410
Property and equipment, net		1,374,203			-
OTHER ASSETS
Deferred taxes		35,000			23,000
Total assets	$	1,775,238		$	351,410
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,305		$	2,493
Accrued expenses		13,854			2,997
Current portion of long-term debt		18,636			17,441
Refundable grant advance		100,000			100,000
Total current liabilities		135,795			122,931
Long-term debt less current portion		88,923			107,559
Total liabilities		224,718			230,490
OWNERS' EQUITY
Investor owner shares		268,984			200,300
Additional paid in capital		1,350,000			-
Accumulated deficit		(68,464	)		(79,380	)
Total owners' equity		1,550,520			120,920
Total liabilities and owners' equity	$	1,775,238		$	351,410

19 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

STATEMENTS OF INCOME

Years Ended December 31, 2020 and 2019

	2020			2019
REVENUE
Membership dues	$	8,010		$	5,430
OPERATING EXPENSES
Salaries and wages		146,567			67,754
Professional services		19,405			910
Donations		18,677			-
Contractors		12,156			15,379
Taxes and licenses		10,121			629
Occupancy		7,824			7,200
Insurance		4,625			297
Office supplies		4,343			3,006
Bank fees		872			609
Advertising		540			3,285
Event and conferences		387			11,808
Miscellaneous		857			335
Total operating expenses		226,374			111,212
Net loss from operations		(218,364	)		(105,782	)
OTHER INCOME (EXPENSES)
Grant income		196,027			-
Paycheck Protection Program income		14,027			-
Donation income		13,023			14,888
Interest income		1,817			2,711
Other income		536			1,109
Interest expense		(7,350	)		(6,850	)
Total other income (expenses)		218,080			11,858
Net loss before income taxes		(284	)		(93,924	)
Provision for income taxes		11,200			22,200
Net income (loss)	$	10,916		$	(71,724	)

20 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

STATEMENTS OF OWNERS' EQUITY

Years Ended December 31, 2020 and 2019

			Additional
	Investor Owner		Paid In		Accumulated
	Stock		Capital		Deficit			Total
Balance December 31, 2018	$	11,200	$	-	$	(7,656	)	$	3,544
Stock issued		189,100		-		-			189,100
Net loss		-		-		(71,724	)		(71,724	)
Balance December 31, 2019		200,300		-		(79,380	)		120,920
Stock issued		68,684		-		-			68,684
Contributions		-		1,350,000		-			1,350,000
Net income		-		-		10,916			10,916
Balance December 31, 2020	$	268,984	$	1,350,000	$	(68,464	)	$	1,550,520

21 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2020 and 2019

	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	10,916		$	(71,724	)
Adjustments to reconcile net income (loss)
to net cash flows from operating activities
Deferred taxes		(12,000	)		(23,000	)
(Increase) decrease in assets
Prepaid expenses		801			(501	)
Increase (decrease) in liabilities
Accounts payable		812			(9,641	)
Accrued expenses		10,857			908
Refundable grant advance		-			100,000
Net cash flows from operating activities		11,386			(3,958	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(24,203	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		-			25,000
Payments on long-term debt		(17,441	)		-
Proceeds from issuance of stock		68,684			189,100
Net cash flows from financing activities		51,243			214,100
Net change in cash		38,426			210,142
Cash at beginning of year		327,309			117,167
Cash at end of year	$	365,735		$	327,309
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	7,350		$	13,700
Cash paid for income taxes		800			1,959

22 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 and 2019

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

East Bay Permanent Real Estate Cooperative, Inc. (Cooperative) is a multi-stakeholder cooperative that creates pathways for residents of Oakland and surrounding communities to organize, finance, acquire, and co-steward land and housing. The Cooperative seeks to transform the housing system to build collective wealth amongst historically disenfranchised communities, while empowering residents through democratic governance.

Buildings and Improvements

Purchases of buildings and improvements are recorded at cost. Depreciation is provided using the straight-line over the estimated useful lives of the assets.

Revenue Recognition

Membership dues are recognized during the year in which the dues are received. Membership dues are primarily used to fund the operations of the Cooperative and provide little of tangible value to the donors. Grant revenue is recognized in the year the performance obligations are fulfilled. Donation income is recognized in the year it is received.

Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimate and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could differ from those estimates.

Income Taxes

The Cooperative is taxed on non-patronage earnings and any patronage earnings not paid or allocated to the members. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes. Deferred taxes are recognized for differences between basis of assets and liabilities for financial statement and income tax purposes.

Advertising

Advertising costs are expensed as incurred.

Date of Management's Review

Management has evaluated subsequent events through February 15, 2021, the date which the financial statements were available to be issued.

The ongoing COVID-19 pandemic that escalated in March 2020 could have an adverse effect on the Cooperative’s future revenues and workforce. However, the financial impact and duration cannot be reasonably estimated at this time.

23 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 and 2019

NOTE 2—CONCENTRATION OF CREDIT RISK

The Cooperative maintains cash balances at one financial institution located in Oakland. The accounts at this institution are insured by the National Credit Union Administration up to $250,000. At December 31, 2020 and 2019, the Cooperative’s uninsured cash balances at this institution totaled approximately $106,000 and $74,000.

NOTE 3—PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2020 and 2019 consisted of the following:

	2020		2019
Land	$	405,000	$	-
Buildings and improvements		969,203		-
Property and equipment		1,374,203		-
Less accumulated depreciation		-		-
Property and equipment, net	$	1,374,203	$	-

The buildings and improvements acquired in 2020 were put into service in January 2021.

NOTE 4—LONG-TERM DEBT

Long-term debt at December 31, 2020 and 2019 consisted of the following:

	2020			2019
Note payable to Force for Good Fund with interest
at a fixed rate of 6.85%. Note calls for annual
payments of $24,291 including principal and interest.
Matures in December 2024.	$	82,559		$	100,000
Note payable to a member with interest at a fixed
rate of 2%. Note calls for annual interest only
payments until maturity.  Matures in March 2025.		25,000			25,000
Long-term debt		107,559			125,000
Current portion of long-term debt		(18,636	)		(17,441	)
Long-term debt less current portion	$	88,923		$	107,559

24 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 and 2019

NOTE 4—LONG-TERM DEBT (continued)

Future minimum principal payments consist of the following:

2021	$	18,636
2022		19,912
2023		21,276
2024		22,735
2025		25,000
Long-term debt	$	107,559

NOTE 5—PAYCHECK PROTECTION PROGRAM AWARD

In April 2020, the Cooperative applied for a Paycheck Protection Program (PPP) loan as part of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) implemented by the United States Small Business Administration (SBA) to help cover payroll costs, rent, and utilities during the COVID-19 outbreak. The Cooperative received a 1% interest loan from this program, repayable over 24 months, in the amount of $14,027. If the Cooperative is able to meet certain criteria set forth by the CARES Act, the loan may qualify for partial or full forgiveness as long as the loan is used keep employees and pay eligible costs during the eligible period after receiving the loan. At December 31, 2020, based on the provisions of the loan, the Cooperative expects to conditionally receive complete forgiveness. As such, $14,027 of revenue was recorded to remove the associated liability. The Cooperative intends to apply for forgiveness in 2021.

The Cooperative must retain PPP documentation in its files for six years after the date the loan is forgiven or repaid in full and permit authorized representatives of SBA to access such files upon request. SBA may review any loan at any time at its discretion. Therefore, SBA may review the Cooperative’s good-faith certification concerning the necessity of its loan request, whether the Cooperative calculated the loan amount correctly, whether the Cooperative used loan proceeds for the allowable uses specified in the CARES Act, and whether the Cooperative is entitled to loan forgiveness in the amount claimed on its application. If SBA determines the Cooperative was ineligible for the loan or for forgiveness in whole or in part, SBA will seek repayment of the outstanding loan balance.

NOTE 6—OWNERS’ EQUITY

The Cooperative offers a multi-tiered ownership structure. Each category of ownership entitles the owner to difference rights and responsibilities. Owners may become owners through multiple categories of ownership and will bear the rights and responsibilities of each category of ownership. Multiple ownership categories do not entitle an owner to more than a single vote.

An individual who lives in or is rooted in the East Bay area may become a Community Owner. Community owners pay yearly membership dues which are used to fund the Cooperative’s operations. Community Owners do not hold equity in the Cooperative.

25 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 and 2019

NOTE 6—OWNERS’ EQUITY (continued)

Investor Owners purchase shares that consist of owners’ investments in the Cooperative. Investors are required to purchase one share for $1,000. Shares can be purchased in a lump sum payment or with an initial payment of $100 and a good faith commitment to pay the remaining $900 within five years, with payments made at least annually. Investor Owners agree to hold their shares for a minimum of five years. Investors may purchase additional shares subject to securities law. Purchase of additional shares does not entitle an Investor Owner to additional votes. Shares are refundable should a member decide to leave the Cooperative, subject to approval by the directors. At December 31, 2020 and 2019, 314 and 227 shares were issued and outstanding.

Resident Owners are residents of properties which the Cooperative manages. Resident Owners earn equity and patronage dividends from their rental payments.

Staff Owners are employees of the Cooperative. Staff Owners must work for the Cooperative for a minimum of 500 hours and for twelve months. Staff Ownership must be approved by a minimum of two-thirds vote by other Staff Owners.

At December 31, 2020 and 2019, all of the Cooperative’s stock recorded on its balance sheet was comprised of Investor Owner shares.

NOTE 7—CONTRIBUTION OF PROPERTY

In May 2020 a residential property valued at $1,350,000 was contributed to the Cooperative from an owner to be used as cooperative housing. The contribution of this property was recorded as additional paid in capital on the balance sheets. The Cooperative began receiving rental income from residents of this property in January 2021.

NOTE 8—INCOME TAXES

The provision for income taxes for 2020 and 2019 consisted of the following:

	2020			2019
Current federal income tax expense	$	-		$	-
Current state income tax expense		(800	)		(800	)
Deferred tax benefit		12,000			23,000
Provision for income taxes	$	11,200		$	22,200

Deferred taxes at December 31, 2020 and 2019 stemmed from net operating loss carryforwards, which totaled approximately $129,000 for federal purposes and $107,000 for state purposes at December 31, 2020. The federal carryforwards last indefinitely. The state carryforwards begin to expire in 2039.

26 

EAST BAY PERMANENT REAL ESTATE COOPERATIVE, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 and 2019

NOTE 9—OPERATING LEASE

The Cooperative leases office space under a month-to-month arrangement requiring monthly payments of $300. Total rent expense for 2020 and 2019 was $7,200.

27 

Item 8. Exhibits

Exhibit Number	Description
2.a	Articles of Incorporation (incorporated by reference to Exhibit 2.a to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
2.b	Bylaws (incorporated by reference to Exhibit 2.b to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
3	Previously Used Investor Owner Agreement (incorporated by reference to Exhibit 3 to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
4	Investor Owner Agreement (incorporated by reference to Exhibit 4 to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.a	Center for Cultural Innovation – AmbitioUS Capital Support Agreement (incorporated by reference to Exhibit 6.a to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.b	Community Ventures Promissory Note (incorporated by reference to Exhibit 6.b to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.c	Nancy Moore Promissory Note (incorporated by reference to Exhibit 6.c to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.d	General Fundraising Agreement Between the Law Center and EBPREC (incorporated by reference to Exhibit 6.d to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.e	Development Agreement #1 Between the Law Center and EBPREC (incorporated by reference to Exhibit 6.e to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.f	Development Agreement #2 (2020) Between the Law Center and EBPREC (incorporated by reference to Exhibit 6.f to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.g	Incubation and Technical Support Agreement (2020-2021) (incorporated by reference to Exhibit 6.g to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.h	Legal Services Agreement (2020-2021) (incorporated by reference to Exhibit 6.h to the Company’s Offering Statement on Form 1-A/A filed September 2, 2020)
6.i	General Fiscal Sponsorship Agreement (2021)
6.j	TCC Partnership Agreement (2021-2024)
6.k	Option to Purchase Esther’s Orbit Room (1720-1724 7th St., and 1715 Goss St., Oakland CA 94607)
6.l	Recoverable Grant Agreement (2021)
6.m	Center for Cultural Innovation - AmbitioUS Capital Support Agreement #2

28 

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

East Bay Permanent Real Estate Cooperative, Inc.

By /s/ Noni Session

Noni Session

Executive Director

4/26/21

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

Signature:	/s/ Noni Session
Name:	Noni Session
Title:	Executive Director
Date:	4/26/21
Signature:	/s/ Gregory Jackson, Jr.
Name:	Gregory Jackson
Title:	Board President
Date:	4/26/21
Signature:	/s/ Shira Shaham
Name:	Shira Shaham
Title:	Board Secretary & New Projects Director
Date:	4/26/21
Signature:	/s/ Ojan Mobedshahi
Name:	Ojan Mobedshahi
Title:	Board Treasurer, Principal Financial Officer, & Principal Accounting Officer
Date:	4/26/21
Signature:	/s/ Patricia St. Onge
Name:	Patricia St. Onge
Title:	Board Member
Date:	4/26/21
Signature:	/s/ Renae A. Badruzzman
Name:	Renae A. Badruzzman
Title:	Board Member
Date:	4/26/21
Signature:	/s/ Cadice Elder
Name:	Candice Elder
Title:	Board Member
Date:	4/26/21

29 

EX1K-6 MAT CTRCT

Exhibit 1K-6I

General Fiscal Sponsorship Agreement

Between the Law Center and EBPREC

Sustainable Economies Law Center agrees to collaborate with East Bay Permanent Real Estate Cooperative (EB PREC) to raise and administer funds for EB PREC’s development and operations from January 2021 to the end of 2022. When the Law Center brings in funding for EB PREC, EB PREC and the Law Center will enter into a “Development Agreement” where the Law Center will agree to pay money to EB PREC and EB PREC will agree to carry out certain tasks or deliverables.

As a 501c3, the Law Center can only provide such funding if EB PREC is advancing the Law Center’s charitable and educational purposes. The Law Center believes that wealth inequality and racism can only be confronted if our society re-envisions ownership and stewardship of land and housing, as well as the role of capital and extractive investment practices. As such, it substantially advances the Law Center’s purposes to pilot, learn from, and educate communities about a model that actively spreads wealth and power in property acquisition, financing, and business management. Permanent Real Estate Cooperative (PREC) is a name that the Law Center has given to a model of land ownership designed to achieve this.

A PREC engages everyday people in organizing, financing, acquiring, and stewarding land and housing. Unlike a conventional housing cooperative, which is formed to provide housing to a defined group of residents, a PREC could be described as a “movement cooperative,” because it is designed not only to provide housing, but also to build a large membership base and serve members’ collective goal to transform our neighborhoods and our systems for land ownership. Our vision is for a typical PREC to have hundreds or thousands of members who look around at the land and buildings in their community and think: “We should own this!” Rather than watching the fate of their communities be determined by wealthy speculators, large companies, and absentee landlords, PREC members will build collective power, pools of capital, skills, and organized communities that can take action to shape the future of local land and buildings. The role of the PREC and its staff is to support community members to raise non-extractive capital from their community, purchase properties to permanently remove them from the speculative market, and collectively manage properties to provide stable and sustainable communities. The PREC serves as title holder to properties to ensure property is not recommodified and to aggregate financial, legal, and technical capacity.

In exchange for such funding, EB PREC agrees to:

1. Pursue racial justice by:

· Centering people of color in the leadership, culture, and activities of EB PREC.

· Serving as a model of property ownership that actively combats racialized displacement, particularly by prioritizing real estate projects that allow low-income people and people of color to remain in or return to the East Bay.

2. Spread power and function democratically by:

· Cultivating a staff team that functions democratically, equitably, and dynamically, by giving all staff power to shape the work of EB PREC, training staff on anti-oppression, working to prevent the stagnation of power dynamics in the workplace, and compensating people equitably.

· Actively upskilling staff, volunteers, and members so that EB PREC builds a “leaderful” community.

· Acquiring and stewarding properties through grassroots and community-led efforts; positioning the work of staff to be primarily focused on training, empowering, facilitating, and supporting groups of community members to organize around, fundraise for, and acquire properties under EBPREC’s umbrella.

3. Build community wealth by:

· Sourcing capital from the community and making cooperative ownership available to people of all income-levels.

· Permanently protecting real estate from the speculative market and making it permanently affordable and accessible to communities.

· Strictly capping return on capital investments at 10% per year and generally aiming to pay returns closer to the range of 1% to 5%, in acknowledgment of the harmful role that extractive financial relationships have played in creating and growing the racial wealth gap.

Collaborating to Fundraise: Since each grant or donation can have different implications for the Law Center’s accounting, audits, administrative responsibilities, legal liability, funder relationships, or public charity status, EB PREC and Law Center will have a discussion – preferably at least two weeks in advance – before soliciting funding that will go to the Law Center. In general, unrestricted donations are relatively easy for the Law Center to administer, so we don’t need to discuss each one. We should especially have a discussion before soliciting restricted grants – those received on the condition of carrying out specific deliverables that must be reported on. Certain funders – especially government funders, affordable housing funders, and larger foundations – tend to impose more burdensome requirements, like proof of high insurance limits, fund accounting (which our current accounting system does not allow), changes to our governance, or checking uncomfortable boxes (like saying we don’t actively support same-sex marriage or abortion). The Law Center may decline to administer some funds for EB PREC, especially where the funds come with such strings attached. Fortunately, because the nature of our fiscal sponsorship arrangement being that of two entities transacting with each other, EB PREC may choose to have multiple fiscal sponsors, meaning that you could always ask another 501(c)(3) to receive and administer specific grants for you. A 501(c)(3) more actively involved in acquiring and rehabbing real estate, for example, may be a better fit for administering funds raised for specific real estate projects.

With each solicitation of funds, we’ll discuss and choose among at least five different approaches:

1. The Law Center and EB PREC make the ask together and share funds for a collaborative project.

2. EB PREC makes the ask and signs any applications on behalf of EB PREC, then makes arrangements for the funder to disburse funds to the Law Center for administration.

3. The Law Center makes the ask and we pitch it as a project to incubate EB PREC.

4. EB PREC asks for and receives funds directly. The Law Center’s preference is always for EB PREC to receive funds directly, but we know that many donors and foundations are reluctant to do this. The Law Center can support, however, by offering EB PREC advice on how to communicate with funders about this and how to help foundations do “expenditure responsibility” where applicable.

5. EB PREC engages a different fiscal sponsor: If some grants are better administered by another fiscal sponsor, the Law Center can offer support and sample documents to the sponsor, in case they need guidance on funding a cooperative.

The Law Center can receive individual donations that we can administer on behalf of EB PREC, but we would especially prefer that EB PREC encourage all individual donors to give directly to EB PREC. This is because only 7% of Americans can even benefit from the charitable deduction, so there is often no benefit to giving to a 501(c)(3). The downside for the Law Center is that we carry the burden of properly accounting for and acknowledging individual donations, which has substantial administrative costs. As such, the Law Center would also prefer not to receive and administer donations any smaller than $1,000.

Covering Law Center costs: To cover our administrative costs, the Law Center will keep anywhere between 0% and 15% of grants and donations raised, and we will discuss fees in advance for each grant or donation. In absence of such discussion, we’ll assume we’ll keep 1% of all funds. In the case of grants with restrictions and more onerous reporting and accounting requirements, the Law Center will likely ask for a larger fee.

Important Note: Because the Law Center also provides EB PREC with legal services, it is important to note that the Law Center cannot advise EB PREC on the pros, cons, or legal implications of this particular Agreement or any subsequent Development Agreements, because the Law Center is also a party to the Agreements. The Law Center encourages EB PREC to seek advice from other lawyers or trusted advisors about these Agreements. By signing this and subsequent Development Agreements, EB PREC acknowledges that it understands this conflict of interest and that the Law Center, in its lawyer capacity, is not advising EB PREC as to the benefits or risks of EB PREC entering into these Agreements.

The above is agreed to on behalf of EBPREC by:

/s/ Shira Shaham

Shira Shaham, Secretary April 1, 2021

The above is agreed to on behalf of the Law Center by:

/s/ Janelle Orsi

Janelle Orsi, Executive Director April 2,2021

EX1K-6 MAT CTRCT

Exhibit 1K-6J

Better Neighborhoods, Same Neighbors: An East Oakland Neighborhood Initiative
Transformative Climate Communities (TCC) Implementation Grant

Partnership Agreement

Lead Applicant:

City of Oakland

Co-Applicants:

Related Companies of California, LLC
ACTS Community Development Corporation

East Bay Regional Parks District
Planting Justice

Higher Ground

Oakland Parks and Recreation Foundation
East Bay Permanent Real Estate Collaborative

Black Cultural Zone Community Development Corporation

Table of Contents

General Terms and Conditions			2
1.1	Background		2
1.2	Roles and Responsibilites		2
	1.2.1	Lead Applicant	2
	1.2.2	Co-applicants	3
	1.2.3	Proposal Overiew	4
	1.2.4	TCC Advisory Council	4
1.3	Legal and Financial Considerations		6
1.4	Equal Opportunity (Nondiscrimination Clause)		6
1.5	Miscellaneous Provisions		7

General Terms and Conditions

1.1 Background

This Partnership Agreement ("Agreement 11 is a non-binding Agreement entered into pursuant to requirements of the Transformative Climate Communities (TCC) Program and Better Neighborhoods, Same Neighbors: An East Oakland Neighborhood Initiative ("TCC Proposal 11 and memorializes basic terms to govern the planning and implementation of the scope of work included in the TCC Proposal.

The TCC Proposal is the result of the East Oakland Neighborhood Initiative (EONI), a year-long community-driven planning effort supported by the California Strategic Growth Council ("SGC") TCC program, for residents and stakeholders to envision a more equitable, climate resilient, and economically flourishing community for six neighborhoods in East Oakland: Melrose, Stonehurst, Sobrante Park, Highland/Elmhurst, Brookfield/Columbia Gardens, and Coliseum/Rudsdale/Lockwood/Havenscourt. The EONI Plan identified transformative projects and policy recommendations across five content areas - (1) Healthy Surroundings, (2) Housing as a Human Right, (3) Safe and Accessible Transportation, (4) Community Wealth, and (5) Arts and Culture. The TCC Proposal, which is a direct output from the EONI Plan, will be submitted for consideration in Round 3 of the TCC Implementation Grant ("TCC Grant 11

Through this Agreement, the parties commit to work together to implement the projects ident ifi ed in the TCC Proposal if funded by the TCC Grant. The Lead Applicant and Co Applicants have developed the projects and transformative plans included in the TCC Proposal with the understanding of the TCC program requirements and are prepared to lead and participate for the term of the TCC Grant.

1.2 Roles and Responsibilities

1.2.1 Lead Applicant

As the Lead Applicant, the City of Oakland ("City 11 commits to all duties and responsibilities corresponding to the Lead Applicant role under the Better Neighborhoods Proposal for the term of the TCC Grant. The City is fully committed to the goals and requirements of the TCC Proposal, the requirements of the TCC Grant, and this Agreement and agrees to take all actions necessary to effectuate the requirements of the TCC Grant in accordance with State of California requirements.

As Lead Applicant, the City's responsibilities include but are not limited to:

a. Coordinating all components of the TCC Proposal and processing the approval of the TCC Proposal through the California Strategic Growth Council as may be necessary or appropriate;

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b. Facilitating resident and neighborhood involvement through the establishment of and participation in a TCC Advisory Council;

c. Overseeing and coordinating the TCC Proposal projects and transformative elements;

d. Preparing and disbursing then TCC Grant funds to Co-applicants as reimbursement for eligible predevelopment, development, administration and services upon submission of full and complete disbursement requests by Co-Applicants, subject to State review and approval;

e. Reporting and submitting all required documents and reports to the Strategic Growth Council or other governmental agencies, including financial, management and project status activity reports;

f. Providing City staff support during the entirety of the Grant term; and

g. Achieving and monitoring goals and associated indicators as defined by the TCC Proposal and the TCC Grant Guidelines.

The TCC Proposal implementation will be managed in the City's Office of Resilience, which is responsible for implementing forward-thinking and strategic approaches to urban initiatives throughout the City. The City's Office of Resilience is a part of the City Administrator's Office and works across multiple City departments, including Economic and Workforce Development, Finance, Housing and Community Development, Human Services, Parks, Recreation and Youth Development, Planning and Building, Public Works, Race and Equity, Transportation, Oakland Public Libraries, Oakland Police and the Mayor's Office.

1.2.2 Co-Applicants

By executing this Agreement, the Co-Applicants agree that they serve as Co-Applicants, with the City serving as a Lead Applicant, for the submission of the TCC Proposal. Co-Applicants will lead in one or more of the TCC Proposal projects and transformative elements, based on the categorization of the projects and transformative elements for which they are confirmed lead (see Appendix A}, and will actively engage across all the transformative elements. As project or transformative element leads, the Co-Applicants commit to all duties and responsibilities corresponding to the Co- Applicant role and the execution of the respective goals and strategies associated with the TCC Proposal for the length of the TCC Grant term. Those duties and responsibilities include, but are not limited to, the following:

a. Meeting goals and requirements of the TCC Proposal, the Application, the TCC Grant Requirements and this Agreement and working in good faith to effectuate the requirements of the TCC Grant;

b. Participating in the TCC Advisory Council for the entirety of the Grant term;

c. Leading and tracking performance of any project or transformative element for which it is the lead under the TCC Proposal;

d. Obtaining all government approvals or discretionary reviews required for the implementation of the Co-Applicant's projects and coordinate any permits, approvals, funding or review by City, County, and/or related agencies required in the implementation of the Co-Applicant's projects;

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e. Submitting all required documents and reports to the Lead Applicant in a timely fashion, including financial, management and project status activity reports; and

f. Coordinating the services and activities included in their workplan, indicator plan and budget.

1.2.3 Proposal Overview

The TCC Proposal vision is Better Neighborhoods, Same Neighbors. An East Oakland with healthy surroundings, safe and accessible transportation and thriving arts and culture that builds community wealth and ensures housing is a human right for existing East Oakland Residents.

As detailed in Attachment A, the TCC Proposal employs multiple strategies and embeds community engagement, displacement avoidance, workforce development, data collection and indicator tracking and climate adaptation and resiliency throughout the projects.

1.2.4 TCC Stakeholder Committee

If the TCC Proposal is awarded, the City will help coordinate TCC Stakeholder Committee within the first year of the Grant Term. The TCC Stakeholder Committee will function with the Lead Applicant, Co-Applicants and community representatives having equal representation on a democratic and representative governing council ("Stakeholder Committee").

The TCC Stakeholder Committee will consist of a total of twenty-one (21) total members. The Lead Applicant and Co-applicants will have ongoing representation on the Stakeholder Committee for a total of nine (9) positions. The Stakeholder Committee will also include a total of twelve (12} positions for representatives from the community. The Black Cultural Zone, a community organization and Co-Applicant, will be responsible for annually nominating community members, who will be in turn be voted on by the Stakeholder Committee members at an annual meeting. Appointment of a nominated community member to a Stakeholder Committee position is accomplished by a simple majority vote of the Stakeholder Committee.

Community members of the Stakeholder Committee should be a resident or operate a business or organization with an address in the project area. Every effort shall be made for the community members to equally reflect the six neighborhoods in the project area: Brookfield Village/Columbia Gardens; Highland/Elmhurst; Coliseum/Rudsdale/Lockwood/Havenscourt; Sobrante Park; Stonehurst; and Melrose, and maintain a diverse representation of age, race/ethnicity, gender, sexual orientation and socio-economic status/class.

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The Stakeholder Committee is expected to elect officers (Chair, Vice Chair and Secretary) that will be responsible for convening and presiding over meetings and distributing minutes of the meetings. Officers will serve a two-year term.

The Stakeholder Committee will meet monthly at a location in East Oakland that will be set by the Stakeholder Committee. The Stakeholder Committee meetings will be open to the public and will post a meeting agenda and minutes from the previous meeting, in applicable languages, seventy-two hours prior to each meeting on the websites for the Lead Applicant and Co-applicants. The minutes for the previous meetings will be provided to Stakeholder Committee members one week prior to each monthly meeting.

The Stakeholder Committee meetings will be open to the public. Community members will be strongly encouraged to participate in the meetings by suggesting agenda items, commenting on agenda items, requesting reports, and generally participating in meetings. The information presented at the monthly meetings will include both a project status report from the Lead Applicant and each Co-Applicant and up-to-date financials that will include grant expenditures to date.

This Stakeholder Committee will provide guidance and resources to ensure the projects funded by TCC are on track and outcomes are achieved or exceeded. If projects are stalling or organizations are not performing, these issues will be raised with the Stakeholder Committee and the Stakeholder Committee is expected to evaluate the situation and provide options for resolution.

All substantive changes or material issues related to implementing the TCC proposal shall be presented to the Stakeholder Committee in a Stakeholder Committee meeting where all Stakeholder Committee members have an opportunity to speak on the topic and members of the public are invited to listen and provide comment. The Stakeholder Committee will make recommendations and suggest alternatives that may be considered by the Lead Applicant or Co-Applicant. The Lead Applicant and all impacted Co-Applicants must consider these recommendations and present them to the State if issues or modifications require State intervention or a modification to the TCC project or scope of work is needed.

Every opportunity shall be. made to ensure decisions are made at regular, or specially scheduled meetings. Notwithstanding the above, the parties recognize in some circumstances decisions and changes related to TCC Grant may require more expedient action. In the case of an emergency decision, discussion and notification can be made via email to the TCC Stakeholder Committee members and a recommendation can be made with the necessary affirmative votes via email. Such decisions will be reported on and revisited at the next regular TCC Stakeholder Committee meeting.

The Stakeholder Committee will also be responsible for resolving disputes by appointing an ad hoc subcommittee of 3-5 Stakeholder Committee members, who shall be appointed by the Chair or Vice Chair, to hear the dispute, gather the facts and then present the recommendation for resolution to the full Stakeholder Committee for a vote. Any interested parties will recuse themselves from the resolution of the dispute.

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If all seats are filled, a new seat can be created by two-thirds vote of the existing Stakeholder Committee. It is a volunteer membership but will require committed participation. Any member of the Stakeholder Committee I can be removed with a vote of 2/3 of all Stakeholder Committee members agreeing to the removal. A Stakeholder Committee member who misses more than 3 meetings without reasonable cause, as determined by a majority vote of the Stakeholder Committee, shall automatically be asked to resign and can be removed by a vote of the majority of the Stakeholder Committee members.

1.3 Legal and financial considerations

The City will maintain legal, fiscal, and fiduciary responsibilities, including managing grant funds in accordance with SGC regulations, policies and guidelines. The City is responsible for the development and submission of all reports to the California Strategic Growth Council {SGC) and additional funding agencies, bookkeeping, accounting, and grant compliance services. Co Applicants shall invoice the City, and the City will review and forward approved invoices to SGC. Upon SGC approval, SGC will pay the City and the City will reimburse Co-Applicants.

In the event of default by a Co-Applicant or cost savings by the Lead Applicant or a Co Applicant, funds dedicated to that Co-Applicant shall first be used to pay City's administrative fees and costs (up to 10% of grant total}, then placed into contingency for possible reallocation to a qualifying project at the City's discretion, with the consent of SGC.

The City and each Co-Applicant shall have equal standing and collective accountability for implementing grant program requirements. The City does not assume liability for any third party claims for damages arising out of this Agreement.

1.4 Equal Opportunity (Nondi sc riminat ion Clause)

The Lead Applicant and Co-Applicants are committed to equal employment opportunity and to ensuring that all employees have a work environment that is free of conduct that could be considered discriminatory or harassing based on an employee's protected status (i.e., race, color, religion/religious creed, sex/gender, pregnancy, marital status, age, national origin/ancestry, physical and/or mental disability, medical condition, sexual orientation, gender identity, military or veteran status, or status in any other group protected by federal, state or local law.) The Lead Applicant and Co-Applicants will not allow anyone, including any supervisor, co-worker, vendor, client or customer, to unlawfully harass or discriminate against employees or applicants for employment. The Lead Applicant will take prompt and effective remedial action upon discovery of such conduct.

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1.5 Miscellaneous Provisions

This Agreement is nonbinding, and may be revised during Post-Award Consultation or upon written agreement of the parties to comply with all administrative, statutory, and TCC Program requirements. This Agreement creates no right, benefit, or trust responsibility, substantive or procedural, enforceable at law or equity. The parties shall manage their respective resources and activities in a separate, coordinated, and mutually beneficial manner to meet the purpose(s) of this Agreement.

IN WITNESS, WHEREOF, the parties hereto have executed this Agreement in Oakland, California on       February 21            . 2020.

City of Oakland,

a municipal corporation

 

By: City Administrator The Related Companies of California, LLC y: — Name: Colby Northridge Title: Iatliicifiziag Siglaatir3L Address: 182111'1m Karen Ame, Buie son, MX, G193612 ACTS Community Development Corporatton 60.0r 9e. (.426007 By: Name: Corey Vason Title: Chief Operating Officer Address: 1034 00th Avenue. Oakland, Ca, 94021

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Planting Justice J ale1:4 Atfadr.4.5 BY- Narne! Gavin Balers Title: Co-Founder AdireSS;319 1051h Avenue , Oakland CA 44603 Higher round By: -Agk Name: amber igaokne.11 Title: executive director Address: 1181 PA. FhnakLn a 4141118 Oakland Parks and Recreation Foundation BY: Name: Ken Lima Title: Executive Director Address: Limcd4cI Liallu. Lulu. 5:11 ma soar, u14,4 East Bay Permanent Real Estate Collaborative By: rip, L. Narne: Noni D. Session Title: Executive Director Address; J428 Frankkt St. Oakland. CA 94612 Social Good Fund Fiscal Sponsor for Black Cultural Zone Community Development Corporation By: Name; Susan Staley Titre: DiPector of Proiect Services Address: PO Box 5473. Richmond. CA 94805 Black Cultural Zone Community Development Corporation 61114217n roAnson By: Name: Carolyn Johnson Title: Director Addsuss;6 -Nri= Mead 11111! OmiarelCalsrm MEP

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East Bay Regional Parks District

By:

Name:

Title:

Address:

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ATTACHMENT A

STRATEGIES & TRANSFORMATIVE ELEMENTS	PROJECT TYPES & SUBTASKS	CONnRMED LEAD
B:1 Equitable Housing and Neighborhood Development	Affordable Housing ' & Community Clinic	Related CA/ ACTS Community Development Corporation
B-3.1: Active Transportation	Installation of Bike Shed at MLK Library	City of Oakland
	Afterschool Enrichment Programming at New Highland, Madison Park Academy and Brookfield Elementary Schools with Scraper Bike Team	Higher Ground
	MLK Library Bike Shed Staffing with Scraper Bike Team	Higher Ground
B-7: Urban Greening and Green Infrastructure	Community Greening	Oakland Parks and Recreation Foundation
B-8: Health and Well Being	Tree Nursery and Aquaponics Farm	Planting Justice
	San Leandro Creek Urban Greenway Maintenance from Hegenberger to 98th Avenue	East Bay Regional Parks District
	San Leandro Creek Urban Greenway Long Term Maintenance Plan	City of Oakland
C-1: Community Engagement	Community Engagement Plan	East Oakland Black Cultural Zone CDC
C-2: Displacement Avoidance	Displacement Avoidance Plan	East Bay Permanent Real Estate Collaborative
C-3: Workforce Development and Economic Opportunities	Workforce Development and Economic Opportunities Plan	City of Oakland
C-4: Climate Adaptation and Resiliency	Equitable Climate Action Plan	City of Oakland
Data Collection and Indicator Tracking	California Air Resources Board Indicators and TCC Program Indicators (to be finalized prior to grant execution)	City of Oakland

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EX1K-6 MAT CTRCT

Exhibit 1K-6K

OPTION AGREEMENT

This Option Agreement (“Agreement”) is made as of April. 1, 2021 between Alan Wofsy & Associates, a California corporation and Myrtle Street Flats LLC, dba Sunrise Properties, a California limited liability company (“Optionors”) and East Bay Permanent Real Estate Cooperative. Inc., a California corporation (“Optionee”).

Section 1. Recitals

A.   Optionors are the owner of certain real property situated in Alameda California, commonly known as 1720-7th St., 1722-1724 7th St. and 1715 Goss St., Oakland, CA 94607, and more particularly described in attached Exhibit A, incorporated by reference (“Property”).

B.    Optionee desires to acquire the exclusive right to purchase the Property at the agreed price in Section 4.A. below and under the specific terms in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

Section 2. Consideration for Option

A. Concurrently with the execution of this Agreement, Optionee has paid to Optionors as consideration the sum of twenty-one thousand dollars ($21,000.00) for a three month option from April 1, to June 30, 2021. No consideration shall be applied to or credited against the purchase price of the Property if the option granted under this Agreement is exercised. Optionors will retain the consideration if the option is not exercised as compensation for granting the option.

B. Optionee may renew the option for an additional 3 months, from July 1, to Sept. 30, , 2021 for the additional sum of twenty-one thousand dollars ($21,000.00) for the second three month option by notifying Optionor by June 15, 2021 and paying the said sum by June 20, 2021. No consideration shall be applied to or credited against the purchase price of the Property if the option granted under this Agreement is exercised. Optionors will retain the consideration if the option is not exercised as compensation for granting the option.

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Section 3. Term

This Agreement shall be effective as of the date of this Agreement and shall expire at on June 30, , 2021 or Sept. 30, , 2021 if the option is renewed per Section 2B above. (“Option Term”).

Section 4. Terms and Exercise

Provided Optionee is not in default under this Agreement, this option may be exercised by Optionee's delivering to Optionors before the expiration of the Option Term written notice of the exercise (“Exercise Notice”), which shall state that the option is exercised without condition or qualification. The Exercise Notice must be accompanied by the amount specified in 4.A.(i) below.

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A .       Payment of Purchase Price: The Purchase Price of $1500, 000.00 shall be payable as follows:

(i)       The amount of $100,000.00 shall be deposited in the Escrow Account concurrent with the delivery of the Exercise Notice to be applied against the Purchase Price on the close of the purchase of the subject properties.

(ii)       The balance of the Purchase Price ($1,400,000.00 ) shall be due on the close of the purchase of the properties and paid by cashier's check or by federal wire transfer within 30 days of the Exercise Notice.

(iii)       If Optionee closes the escrow and consummates the purchase by June 15, 2021, the purchase price will be reduced to $1,450,000.00 and the balance of the purchase price per paragraph A.ii will be $1,350,000.00.

B.       Term of Option: This Option may be exercised at any time after Execution of this Agreement and on or before the termination of the term of the option. (“Option Term”). Upon expiration of the Option Term, Optionors shall be released from all obligations under this Option, and all Optionee's rights under this Option, legal or equitable, shall cease.

C.       Exercise of Option: The Option shall be exercised by mailing or delivering a written notice (“Exercise Notice”) to Optionors prior to the end of the Option Term and by an additional payment to the Escrow Agent, prior to the end of the Option Term, on account of the Purchase Price, in the amount of $100,000.00 per section A (i) above. It is a condition to the effectiveness of the Exercise Option that Optionee not then be in default under the Option Agreement.

D.       Optionors' Covenants, Representations, and Warranties: Optionors warrant that Optionors are the owners of the subject properties and have marketable and insurable fee simple title to the properties free of restrictions, leases, liens, and other encumbrances, aside from any recorded City plans and regulations. If this Option is exercised by Optionee, Optionors will convey title to the properties by grant deed. Optionors covenant that during the Option Term and until the properties are conveyed to Optionee (assuming this Option is exercised) Optionors will not encumber the properties in any way nor grant any property or contract right relating to the properties without the prior written consent of Optionee.

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The properties are being sold "as-is, where is" with the understanding that substantial renovations will probably be required for Optionee’s intended uses. The property will be left in broom clean condition with all art paraphernalia removed from 1720 7^th Street. Optionors may leave any other personal property or fixtures at Optonors’ sole discretion. Optionors warrant that the properties at 1720 and 1722-24 7th Street have EBMUD compliance certificates for private sewer laterals.

E.       Quitclaim Deed: Concurrent with the execution of this Agreement, Optionee has executed, acknowledged, and delivered to Optionors a quitclaim deed in favor of Optionors. Optionors will hold that quitclaim deed until the end of the Option Term and, if the Option has not been previously exercised, may record the quitclaim deed in the official records of Alameda County.

F.       Escrow: The escrow and title company will be Old Republic Title Co., Oakland, CA. Attn: Betty Pon, escrow officer. All closing costs shall be per County of Alameda custom; particularly; Optionee and Optionors split escrow fees 50/50, Optionee pays 100% of title fees, Optionors pays 100% of county transfer tax, and Optionee and Optionors split 50/50 city transfer taxes.

G.       Inspections: Optionors and Optionee agree that this is a development property and will require renovations. Optionee may undertake up to 3 private inspections of the property during the Option Term(s). Optionee agrees to pay $500.00 for any visit or inspection during the Option term or any extension in excess of 3.

Neither Optionee nor Realtor nor their employees and agents may undertake any act that triggers an inspection by any public entities or officials unless and until Optionee has purchased the property.

Optionee will maintain liability insurance for the subject property as if Optionee were a lessee in order to protect Optionor from any damage or personal injury to Optionee or third parties during the term of the option arising out of Optionee’s visits or inspections.

Optionee will provide Optionor with no less than 48 hours’ notice to inspect the property/undertake a private inspection. Optionor shall use commercially reasonable best efforts to permit access to the Property during the requested time, and shall ensure Optionee has quiet access to the Property during the inspection time, free of other visitors or guests of the Optionor. Each such inspection will be limited to 4 (four) hours. If anyone associated with Optionee remains on the property after 4 hours, the visit or inspection will count as two.

H.       Brokerage: Optionee and Optionors both hereby agree that Optionors represent themselves and Optionee has representation provided by Realtor (Anthony Shell of Avison Young) in this proposed transaction. A fee of 2.5% the Gross Total Closing Sales Price shall be paid to Realtor in consideration for assisting Optionee in this transaction and in dealing with the City of Oakland to obtain entitlements. This fee shall be paid at and through the close of escrow.

Section 5. Time of Essence

Time is of the essence for this Option Agreement. If the option is not exercised in the manner provided in Section 4 hereof before the expiration of the Option Term, Optionee shall have no interest in the Property and the option may not be revived by any subsequent payment or further action by Optionee.

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Section 6. Quitclaim Deed

If this Agreement is terminated, Optionee agrees that Optionors may record the Quitclaim Deed to remove any possible cloud of this option from the Property.

Section 7. Notices

All notices, demands, requests, exercises, and other communications under this Agreement by either party shall be in writing and:

(a)       sent by United States Express or Priority mail, return receipt requested, in which case notice shall be deemed delivered through USPS on-line tracking, or

(b)       sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier, or

(c) sent by e-mail to:

Optionors: sunrise.properties@ jps.net and editeur@earthlink.net

Optionee: ojan@ebprec.org and/ornoni@ebprec.org and/or anthony.shell@avisonyoung.com

These addresses may be changed by written notice to the other party, provided that no notice of a change of address shall be effective until actual receipt of that notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

Section 8. Transfer

Optionee may not assign or transfer this Agreement and the rights under it without Optionors' prior written consent.

Section 9. Litigation Costs

If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs, in addition to any other relief to which the party may be entitled. “Prevailing party” shall include without limitation:

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(a)       a party who dismisses an action in exchange for sums allegedly due;

(b)       the party who receives performance from the other party of an alleged breach of covenant or a desired remedy where that is substantially equal to the relief sought in an action; or

(c)       the party determined to be the prevailing party by a court of law.

Section 10. Survival

The terms of this Agreement shall survive the close of escrow of the Properties.

Section 11. Successors

This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assignees of the parties to this Agreement.

Section 12. Waivers

No waiver of any breach of any covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party.

Section 13. Construction

Section headings are solely for the convenience of the parties and are not a part of and shall not be used to interpret this Agreement. The singular form shall include the plural and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Agreement.

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Section 14. Further Assurances

Whenever requested by the other party, each party shall execute, acknowledge, and deliver all further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and all further instruments and documents as may be necessary, expedient, or proper to complete any conveyances, transfers, sales, and agreements covered by this Agreement, and to do all other acts and to execute, acknowledge, and deliver all requested documents to carry out the intent and purpose of this Agreement.

Section 15. Third-Party Rights

Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties to this Agreement and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

Section 16. Integration

This Agreement contains. the entire agreement between the parties, and expressly supersedes all previous or contemporaneous agreements, understandings, representations, or statements between the parties respecting the option for the Property.

Section 17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

Section 18. Amendment

This Agreement may not be amended or altered except by a written instrument executed by Optionors and Optionee.

6

Section 19. Partial Invalidity

Any provision of this Agreement that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforceability of this Agreement shall be of no effect, but all the remaining provisions of this Agreement shall remain in full force.

Section 20. Exhibits

All attached exhibits are incorporated in this Agreement by this reference.

Section 21. Authority of Parties

All persons executing this Agreement on behalf of any party to this Agreement warrant that they have the authority to execute this Agreement on behalf of that party.

Section 22. Governing Law

The validity, meaning, and effect of this Agreement shall be determined in accordance with California laws.

7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

OPTIONORS:
	Alan Wofsy & Associates
By:	/s/ Alan Wofsy
Name:	Alan Wofsy
Its:	President
	Myrtle Street Flats LLC
By:	/s/ Alan Wofsy
Name:	Alan Wofsy
Its:	CEO
OPTIONEE:
East Bay Permanent Real Estate Cooperative. Inc., a California corporation
By:	/s/ Ojan Mobedshahi
Name:	Ojan Mobedshahi
Its:	CFO/Treasurer

8

EX1K-6 MAT CTRCT

Exhibit 1K-6L

February 11, 2021

Noni Session

East Bay Permanent Real Estate Cooperative
1428 Franklin St

Oakland, CA 94612
noni@ebprec.org

REISSUE Program Action Number 51356-0001

Dear Noni Session:

This letter supersedes and replaces the herein numbered Letter Agreement between Local Initiatives Support Corporation and East Bay Permanent Real Estate Cooperative, dated February 5, 2021, in order to correct the tax-determination status of the Grantee to reflect that the Company is a Cooperative Corporation.

I am pleased to inform you that Local Initiatives Support Corporation ("LISC") has approved project financing in the amount of $90,000 (the "Project Investment") to East Bay Permanent Real Estate Cooperative (the “Company”), the proceeds of which shall be used for the purposes set forth in Section 1, below. Note that one original of this letter agreement (this “Agreement”) must be countersigned by the Organization and returned to LISC’s New York City headquarters, in accordance with Sections 21 and 22, below.

The Project Investment is made available to East Bay Permanent Real Estate Cooperative in accordance with the following terms and conditions:

(1) Purpose of the Project Investment.

The Project Investment, or Recoverable Grant, is being provided to the Organization to finance predevelopment work associated with:

x Purchase 3 structures + parking Lot - Esther’s Orbit Room, Ether’s Arcade, Esther’s Coffee Shop, rear Goss St. parking lot

x Redesign and Rehab a new Cultural Arts Center in partnership with our Community Arts & Organizing lead, Alena Museum

x Organize & Coalesce the Historic 7th Street Merchants Association

x Ground and cultivate our newest Resident-Owner group, the BlacSpace Cooperative

x Cooperatively house & create permanent, affordable ownership for 8-10 local artists (the “Project”).

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 2 of 8

Anticipated Outcomes/Outputs:

OUTPUT or OUTCOME	PROJECTED NUMBER
Development of affordable housing	114
Creation of ground floor retail	16,000 sqft

(2) Company’s Principal Contact at LISC. The Company’s principal contact person at LISC with respect to the Recoverable Grant shall be Tiffany Royster, Senior Director, Equity Investment Originations, National LISC at TRoyster@lisc.org. Unless otherwise indicated in this Agreement, all correspondence concerning said Recoverable Grant should be addressed to her and include the Program Action Number stated above.

(3) Term of the Project Investment. The Project Investment shall be available for disbursement to the Company commencing on the date that all the standard conditions contained in Section 6 herein, have been satisfied, beginning February 1, 2021, and continuing through and including, May 31, 2021 (the “Project Investment Term”).

(4) Costs to be Paid with Project Investment Proceeds. During the Project Investment Term, the Company hereby agrees to use the Project Investment proceeds only to pay the costs described in the budget attached hereto as Exhibit A, which have been or shall be incurred in support of the Project.

(5) Repayment of Disbursed Project Investment Amounts. The Company shall repay all disbursed amounts of the Project Investment to LISC in full, on the earlier to occur (i) completion of project financing, or (ii) May 31, 2022 (the “Maturity Date”). The Maturity Date is the date all amounts disbursed under the Project Investment shall be due and payable to LISC by the Company. However, in the event that LISC is satisfied that the Company has made best efforts to move the Project forward to development, completion, and/or successful operation (as the case may be), including but not limited to the obtainment and close of all required financing for the Project, and if LISC and the Company shall have mutually agreed in writing that the development of the Project cannot proceed due to a lack of financing, or a completed Project cannot generate sufficient revenue to repay the Project Investment, or for some other reason beyond the Company’s control the Project Investment cannot be repaid (again, as the case may be), repayment of the portion of the Project Investment that is unable to be repaid shall not be required.

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 3 of 8

(6) Conditions to Disbursement(s) of the Project Investment. The Project Investment will be disbursed to the Organization, upon fulfillment of the following conditions:

(a) receipt by LISC’s Grants and Contract Management department in New York City of one of the enclosed copies of this Agreement, countersigned in accordance with Section 21, below;

(b) receipt by LISC’s Financial Analyst in New York City of a copy of good standing certificate issued in favor of the Organization, dated no more than 12 months prior to the date of this Agreement;

(c) a copy of the corporate resolution is required, signed by the Organization’s Secretary and issued by the Organization’s Board of Directors, authorizing the Project and receipt of the Recoverable Grant in support of the Project

(d) Investment in support of the Project;

(e) receipt by LISC’s Financial Analyst in New York City of a completed Recoverable Grant Financial Report (Attachment B) and LISC Strategic Investments Program Officer’s written approval of the disbursement.

(f) such other information or documentation as LISC may reasonably require.

(7) Funds Not Disbursed to the Company Prior to the Expiration of the Project Investment Term. Any Project Investment funds not disbursed to the Company by the expiration of the Project Investment Term shall be automatically reprogrammed by LISC, and shall no longer be available for disbursement to the Company; provided, however, that if the Project Investment Term is extended pursuant to Section 19 of this Agreement, then the funds shall remain available for disbursement until the new Project Investment Term.

(8) Funds Not Disbursed in a Timely Way. Any funds not drawn down in a timely fashion during the Project Investment Term, may be deobligated by LISC in its sole discretion after notice to the Company. Such deobligation shall be effective as to any Project Investment proceeds not expended by the Company prior to the date of receipt of such notice.

(9) Return of Project Investment Proceeds to LISC. The Company will return to LISC any Project Investment funds it has not expended by the expiration of the Project Investment Term, unless such Project Investment Term has been extended pursuant to Section 19 of this Agreement, in which case the Company will return to LISC any Project Investment funds it has not expended by the expiration of the new Project Investment Term.

(10) No Disbursement if Non-Compliance. LISC shall not make any disbursement of the Project Investment proceeds unless on the proposed date of disbursement the Company is in full compliance with all the terms and conditions of this Agreement. In addition, LISC shall not make any disbursement of the Project Investment proceeds if it will (i) violate any provision of law, regulation or administrative ruling to which LISC is subject, (ii) subject LISC to any tax, penalty, or fine, or (iii) not further the charitable purposes of LISC.

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 4 of 8

(11) No Disbursement if Default Exists, or Material Adverse Change Has Occurred. LISC shall not make any disbursement of the Project Investment if, at the time of the proposed disbursement, the Company, or any subsidiary of the Company, or any partnership affiliated with the Company, is in default under the terms of any LISC financing, whether for the Project or provided by LISC for any other project or purpose. In addition, LISC shall not make any disbursement of the Project Investment if there has been a material adverse change in the financial or other condition of the Company or the Project, including, but not limited to, any adverse change in the Company key personnel working on the Project (with LISC determining, in its reasonable discretion, what constitutes a material adverse change in key personnel).

(12) Restrictions on Use of the Project Investment. Under Sections 501 and 4945 of the Internal Revenue Code (the "Code"), the Project Investment may not be used to carry on propaganda, to attempt to influence legislation, or to participate in, intervene in, or attempt to influence the outcome of, political campaigns or elections. Additionally, under the applicable provisions of the Code, LISC funds may only be used in furtherance of LISC's charitable purposes. By countersigning this Agreement and returning it to LISC, the Company agrees (i) not to use the Project Investment for any purposes prohibited by the preceding two sentences, or (ii) to use the Project Investment for any purpose other than the charitable purposes described in Section 1. Grantee shall promptly reimburse LISC any amounts of the Project Investment prohibited by the terms of this Section 12.

(13) Compliance with Laws. In its use of Project Investment funds provided by LISC, and in its development, marketing and operation of the Project, the Company shall fully comply with all applicable federal, state, local (and any other governmental) laws, executive orders, rules and regulations, including without limitation all anti-discrimination laws, executive orders, rules and regulations.

(14) Review of Operations. LISC may monitor and conduct an evaluation of activities funded by the Project Investment. Such evaluation may include a visit from LISC personnel to observe the activities funded by the Project Investment, to discuss said activities with the Company’s personnel, and/or to review financial and other records and materials relating to the activities financed or facilitated by the Project Investment. In addition, upon LISC’s providing of reasonable advance notice, the LISC Strategic Investments Program Officer shall be allowed to attend at least one Board meeting of the Company a year.

(15) Publicity. The Company agrees that LISC may include information regarding the Project Investment and the Project in its periodic public reports. The Company shall also make best efforts to provide LISC with reasonable advance notice of any groundbreaking or ribbon-cutting events for the Project. LISC may refer to the Project Investment in press releases, and asks that until such a press release is issued, the Company not make any public announcement relating to the Project Investment without first consulting the LISC contact person referred to in Section 2, above. A copy of all issued press releases shall be promptly sent to such contact person.

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 5 of 8

(16) Indemnification. The Company agrees to defend, indemnify and hold harmless LISC, its affiliates, subsidiaries, directors, officers, employees, agents and representatives, and any other party acting on behalf of LISC from and against and with respect to any and all claims, demands, suits, causes of action, judgments, obligations, damages, settlements, liabilities, penalties, costs and expenses of any kind or nature, including, without limitation, reasonable attorneys’ fees or disbursements, arising out of, or relating to the Company’s performance or breach of this Agreement or negligent or wrongful act or omission (or alleged act or omission) in connection with this Agreement. The Company agrees to provide LISC with prompt notice of any event or assertion of which it has knowledge concerning any matter as to which a request for indemnification under this Agreement may be made.

(17) No Right of Assignment or Delegation. The Company may not assign or otherwise transfer its rights, or delegate any of its obligations, under this Agreement.

(18) LISC’s Authorization to Instruct. The Company authorizes LISC, on the Company’s behalf and prior to the expected financing event that will cause the Maturity Date to occur as described in Section 4, above, to instruct any funder expected to provide take-out financing to repay the Project Investment, to pay a portion of such take-out financing directly to LISC, as required, to fully repay the Project Investment.

(19) Amendment of Term of Project Investment. LISC shall consider, but is not obligated to agree to, requests by the Company to extend the Maturity Date or make other modifications to the terms of the Project Investment. Amendments to the Project Investment shall be made only after (i) LISC’s Program Officer has received a written request from the Company stating the nature of the amendment requested, and (ii) an authorized officer of LISC shall have executed a written agreement describing the terms of the amendment.

(20) Certification. Grantee is not now, nor has it ever been, named on (i) the list of Specifically Designated Nationals and Blocked Persons established pursuant to Executive Order 13224 and maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any successor agency or other entity, or (ii) any other list of terrorists or terrorist organizations maintained by any agency of the United States or any other governmental authority. The Grantee shall submit such information as LISC may reasonably request to enable LISC to confirm that the Grantee, is not named on any such list.

The Grantee certifies that any consultant or contractor hired under this Grant is not:

(i) listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, the U.S. Department of State or any other applicable authority ("Sanctions Authority"); and

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 6 of 8

(ii) operating, organized or resident in a country, region or territory which is itself the subject or target of any Sanctions ("Sanctioned Country").

The Grantee agrees to maintain documentation on file of the results verifying that the consultant or contractor it retains under this Grant is not listed in any sanctions-related list of designated persons; or operating, organized, or resident in a country, region or territory that is a Sanctioned Country.

(21) Signature Required. If this Agreement correctly sets forth the Organization’s understanding of the terms and conditions of the Recoverable Grant, please indicate acceptance of and agreement to said terms and conditions by having this Agreement signed and dated by an authorized officer of the Organization in the space provided below. Return a PDF of the Agreement to Grants_Contracts@lisc.org. LISC will then sign/fully execute the Grant and email it to the authorized contact person at your organization. NOTE: We have updated our security settings for agreements such that electronic signatures and form field completion are now allowed.

(22) Agreement Must be Returned. Return one countersigned original of this Agreement to LISC’s Grants and Contracts Management Department, as soon as possible. The following documents MUST be mailed to LISC’s Grants and Contracts Department along with the countersigned Agreement: One COPY corporate resolution and one COPY of the good standing certificate.

On behalf of LISC, may I extend every good wish to you for the success of the Project.

Sincerely,

/s/ Vanessa Ryan

Vice President

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 7 of 8

TERMS OF PROJECT INVESTMENT ACCEPTED AND AGREED TO:

East Bay Permanent Real Estate Cooperative

By:	/s/ Ojan Mobedshahi	Please direct disbursement check to:
Name:	Ojan Mobedshahi	Name:	East Bay Permanent Real Estate Cooperative
Title:	Treasurer	Title:	n/a
Date:	3/16/21	Full Mailing Address:
		1428 Franklin St
		Oakland CA, 94612

REISSUE LISC Project Investment PA#51356-0001 to East Bay Permanent Real Estate Cooperative
Page 8 of 8

EXHIBIT A

PROJECT INVESTMENT BUDGET¹

Uses:
Predevelopment Costs	$90,000
Total:	$90,000

¹ Any change in a line item of (1) 10% of the budget, or (2) $1,000 or more (whichever is greater), shall be not be made without LISC's prior written approval. LISC reserves the right to approve any professionals or consultants hired with funds under this Project Investment.

EX1K-6 MAT CTRCT

Exhibit 1K-6M

October 29, 2020

Center for Cultural Innovation - AmbitioUS Capital Support Agreement This Grant from CCI is for the purposes described below and is subject to your acceptance of these conditions. This Agreement will become effective once the Agreement is signed by you and is received by CCI. Grantor: The Center for Cultural Innovation, a California nonprofit, with a principal place of business at 244 S. San Pedro Street, Suite 401, Los Angeles, CA 90012 (“CCI,” “us”/“our”) Grantee: East Bay Permanent Real Estate Cooperative (EB PREC), a California Cooperative Corporation, with a principal place of business at 1428 Franklin St., Oakland, CA 94612 (“Grantee” “you”/“your”) Support Amount: $100,000 (“Grant Funds”) Support Type: One-year general operating support, expenditure responsibility grant, on the terms and conditions set out below (“Agreement”) Conditions: General operating support. Grantee must keep Grant Funds in a separate and independent bank account, or be able to account for every expenditure of Grant Funds to demonstrate its charitable use. Project Period: November 9, 2020 – November 9, 2021 (“Term”) Project Description: To support EB PREC with its cooperative structure that benefits African American communities in Oakland, CA and retains their shared cultural identity (“Project”)

244 S. San Pedro Street, #401
Los Angeles, CA 90012          ambitio-US.org An initiative of the Center for Cultural Innovation             

Terms and Conditions

CCI and Grantee agree to the following terms and conditions of the Grant:

1. Use of Grant Funds. Grantee will use the Grant solely for the purposes described in the Project. If any part of the Grant Funds is not used for the Project, Grantee will repay that amount to CCI. Grantee must seek and obtain CCI’s approval, in writing, before Grantee may spend any part of the Grant for any other purpose or if there are substantial changes to the Project. You must return Grant Funds not used during the Term to CCI, unless an extension is approved at Grantee’s request and in the CCI’s discretion. You must repay any portion of the Grant Funds expended for any purpose unrelated to the Project. Grantee specifically agrees not to use the Grant Funds, or any portion thereof:

1.1. in any attempt to influence legislation, commonly known as lobbying, within the meaning of Internal Revenue Code (“IRC”) Section 501(c)(3) and Section 4945(e) and the accompanying Treasury Regulations;

1.2. to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to carry on propaganda or otherwise attempt to influence the outcome of any election for public office or to carry on, directly or indirectly, any voter registration drives to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with IRC Section 501(c)(3); or

1.3. in a manner inconsistent with CCI’s charitable purpose under IRC Section 501(c)(3).

2. Payment Terms. The payment of the Grant Funds will be made by ACH through Tipalti, a trusted third-party accounting software platform. Once this Agreement is signed and returned to CCI, you will receive an invitation from Tipalti to complete your payment information and submit your W- 9 information. We ask that you read it carefully and return one signed copy of the agreement via SignRequest by November 9, 2020. Payment will be disbursed within 10 (ten) business days of receiving a signed Agreement, completed payment information, and W-9 information.

3. Report. Grantee will submit a final written report upon completion of the Project, no later than December 8, 2021. The report must contain a narrative summary and financial accounting of the principal activities and accomplishments during the Grant period.

3.1. The narrative should include:

3.1.1. What was accomplished, how did you use the Grant Funds, what changed from the original proposed plan, and what was learned. Please share how this helped you toward achieving larger aims, and any ah-ha moments. Also, include where your recent accomplishments now leave you: What opportunities or challenges lie ahead?

3.2. The financial accounting must indicate:

3.2.1. The overall income and expenses.

3.2.2. Any notes to explain unanticipated changes.

CCI – East Bay Permanent Real Estate Cooperative Agreement Page 2 of 6 

3.2.3. Because CCI’s support requires CCI to exercise Expenditure Responsibility, also include bank statements, OR a full and complete list of date-ordered expenses covering this period, including explanations of each item that demonstrates charitable or project-related use (e.g., 1/30/20, $50.00, meeting hospitality; 11/5/20, $5,000, research consultant deposit).

3.3. In addition, please include any press, images, videos, or ephemera related to the Project.

CCI may, at its discretion and as it may deem necessary, request additional information, reports, and documents.

4. AmbitioUS Convening. A representative of the Grantee may be required to attend the annual AmbitioUS gathering in the summer or fall of 2021. CCI will cover the cost of travel and registration, if any. CCI will share more details as they become available.

5. Publicity.

5.1. We are excited to continue to share information about your project/enterprise publicly through our communication platforms including e-newsletters, social media, and our website. We already have an image from your last grant and will continue to use this image unless you’d like for us to update it. To find your current image, please head to our website, www.ambitio-us.org, and find your organization under “Investments” under the drop-down “Menu” tab. If you’d like to update this image, please send us the below via email to our program assistant, Lilia Jiménez, lilia@cciarts.org: An updated high-resolution digital (JPG or PNG, landscape format) photograph that is a representative image of your enterprise or project. Please include the following caption information (if applicable): Names of all individuals who are recognizable (from left to right, top to bottom); City or Location; Title (if applicable); Year; Photographer credit.]

5.2. Grantee grants CCI the right to use your provided image(s) and video(s) and name in all forms and media for publicity, marketing, promotional and documentation purposes, and releases CCI and CCI's assigns, licensees, and successors from any claims that may arise regarding the use of their image including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright. CCI retains the rights to use shared images or videos across our platforms--website, emails, newsletters, social media, etc.--for promotional and non-commercial purposes.

5.3. For the Term, please acknowledge our support as you do any other supporters. Please use the following acknowledgement language: “Center for Cultural Innovation - AmbitioUS.” If you would like to use our logo, please contact Lilia Jiménez, lilia@cciarts.org. CCI reserves the right to review and approve the text of any proposed publicity concerning this Grant prior to its release.

6. Notification of Changes. Grantee shall notify CCI immediately of any change in Grantee's legal or tax status, and Grantee's executive or key staff responsible for achieving the Grant purposes.

CCI – East Bay Permanent Real Estate Cooperative Agreement Page 3 of 6 

7. Intellectual Property. All intellectual property and other rights owned by either CCI or Grantee prior to the date of this Grant, shall be and shall remain the party’s exclusive property at all times, including, but not by way of limitation, any and all variations, adaptations, and derivations of any of the same. Any and all ideas, improvements, concepts, developments, information, software, data and/or inventions conceived or developed as a result of our support of the Project shall be the exclusive property of the Grantee.

8. Warranties. Grantee hereby represents and warrants, as of the date of signing of this Agreement, and undertakes for the Term of the Agreement, as follows:

8.1. No part of the Project does currently or will violate any personal or private rights, copyright or trademark rights, or any other right of any third party.

8.2. The Grantee, and, to the Grantee’s knowledge, its affiliates, officers, directors, employees, donors, shareholders, agents, members, and all other representatives at any time during the last five years, have not (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

(ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; and will not do so for the Term of the Agreement.

8.3. Neither the Grantee, nor any of its affiliates, officers, directors, employees, donors, shareholders, agents, members, and all other representatives, is named by any Executive Order of the United States Treasury Department as a terrorist, a “Specially Designated National and Blocked Person,” or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control (collectively, an “Identified Terrorist”); and Grantee is not engaging in this transaction on the behalf of, either directly or indirectly, any Identified Terrorist.

Grantee agrees to notify CCI immediately if any known or suspected violation of these warranties during the Term of the Agreement.

9. Indemnity. Grantee agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless CCI, its officers, directors, trustees, employees, CCIs’ agents, and program partners, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys’ fees and costs) directly, indirectly, wholly, or partially arising from or in connection with any act or omission of Grantee, its officers, directors, employees, donors, agents, or any related parties in applying for or accepting the Grant Funds, in expending or applying the Grant Funds, or in carrying out the program or Project to be funded or financed by the Grant Funds.

10. Limitation of Liability. In no event shall CCI, its directors, officers, trustees, employees, donors and funders, agents, or any other representatives be liable to Grantee for any revenue or any consequential, indirect, exemplary, special, or punitive damages, regardless of the cause of action, however arising, and even if Grantee was made aware of the likelihood of such damages arising.

CCI – East Bay Permanent Real Estate Cooperative Agreement Page 4 of 6 

11. CCI’s Rights. CCI reserves the right to withhold, modify, withdraw, terminate, suspend or to require a total or partial refund of any Grant Funds, even if already expended, if, in CCI’s sole discretion, such action is necessary:

11.1. because Grantee failed to comply with any of the terms or conditions of this Agreement;

11.2. to protect the purpose and objective of the Grant and the Project;

11.3. to protect CCI's legal or tax status under IRC Section 501(c)(3);

11.4. to comply with any requirements of the law; or

11.5. because CCI is not reasonably satisfied with the Project’s progress.

12. Termination.

12.1. This Agreement shall terminate at the end of the Term, when all the Grant Funds have been expended and final reporting submitting in accordance with this Agreement, or when the Project objectives and deliverables have been accomplished, whichever is earliest in time.

12.2. This Agreement may be terminated by either party with cause immediately upon providing written notice of such termination and description of the cause to the other party.

12.3. This Agreement may be terminated by either party without cause and in such party’s discretion upon thirty (30) days’ written notice to the other party.

12.4. Upon termination of this Agreement, CCI may dispose of the balance of the Grant Funds, if any, in any manner consistent with applicable tax and charitable trust laws.

13. Disputes.

13.1. In the event of any dispute between CCI and the Grantee arising out of or related to the Agreement, or the alleged breach thereof, CCI and the Grantee agree that, prior to commencing any proceeding, they will first engage the services of a professional mediator agreed upon by them and attempt in good faith to resolve the dispute through confidential mediation.

13.2. The prevailing party shall, in addition to any other relief, be entitled to recover its reasonable attorneys’ fees and costs of sustaining its position.

13.3. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceedings arising out of or related to this Agreement or the transactions contemplated herein.

14. Relationship. Nothing in this Agreement shall constitute the naming of Grantee as an agent or legal representative of CCI for any purpose whatsoever except as specifically and to the extent set forth herein. This Agreement shall not be deemed to create any relationship of agency, partnership, or joint venture between the parties hereto, and Grantee shall make no such representation to anyone.

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15. Miscellaneous.

15.1. Each provision of the Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision.

15.2. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and the parties hereto consent to the exclusive jurisdiction of and venue in the courts of general jurisdiction of the State of California located in the City and County of Los Angeles, California.

15.3. Grantee may not assign this Agreement without the prior express written consent of CCI.

15.4. This Agreement shall be enforceable by, inure to the benefit of and be binding upon the parties’ respective successors in interest, if any, and any permitted assigns.

15.5. This Agreement supersedes any prior oral or written understandings or communications between CCI and Grantee. It constitutes the entire agreement between the two parties regarding this Grant. This Agreement may not be amended or modified, except in writing signed by both the CCI and Grantee.

15.6. This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

The above terms and conditions are hereby accepted and agreed to as of the date specified below.

On behalf of the Center    for Cultural	On behalf of Grantee:
Innovation:	First & Last Name (print):
	Noni Session
/s/ Angie Kim
	Signature:
Angie Kim President and CEO Center for Cultural
Innovation	Title:
October 29, 2020
	Executive Director
	Organization Name (print):
	East Bay Permanent Real Estate Cooperative
	Date:
	Oct 29, 2020

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