CleanPowerSF Sfpuc Commission
June 28, 2022

DEPARTMENT Real Estate Services Division AGENDA NO. 13
MEETING DATE June 28, 2022

APPROVAL:

COMMISSION

SECRETARY

Donna Hood

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

Real Estate Acquisition: Regular Calendar
Deputy General Manager: Michael Carlin
Real Estate Director: Rosanna Russell

Approve the Purchase of an Access Easement and Temporary Construction Easement on BART Property for $306,000, subject to Board of Supervisors’ and Mayor’s Approval

Summary of
Proposed
Commission Action:

Approve the terms and conditions of and authorize the General Manager to execute a Purchase and Sale Agreement with Bay Area Rapid Transit (BART) to purchase (1) an approximately 14,619-square-foot permanent easement across BART property located in Colma, California, also known as Assessor’s Parcel Number 093 -330-120, for vehicular and pedestrian access to S an Francisco Public Utilities Commission (SFPUC) groundwater well station located on SFPUC municipal railway right of way Parcels 2 and 3, and (2) a temporary construction easement to support construction of the vehicular and pedestrian access road , for a total of $306,000, subject to Board of Supervisors and Mayoral approval.

Background: The San Francisco Public Utilities Commission (SFPUC) seeks to acquire an approximately 14,619- square-foot permanent easement for pedestrian and vehicle access (Access Easement) over, along, and across Assessor’s Parcel No. 093-330-120 in Colma , California. The property is a railroad right of way (ROW) pa rcel, owned by BART, and contains a n active subterranean rail tunnel. To support the improvements to be built in the permanent easement, SFPUC also seeks a temporary construction eas ement (Temporary Construction Easement).

The SFPUC require s the Access Easement to reach a groundwater well station located on SFPUC property known internally as SFPUC MUNI ROW Parcels 2 and 3 (the Groundwater Well Site). The groundwater well station was constructed as part of Project No. CUW30103, Regional Groundwater Storage and Recovery (Project). The Groundwater Well Site has no practical vehicular access for the large bi- weekly deliveries of chemicals and other equipment and materials necessary to operate and maintain a groundwater well for production of potable water. The Groundwater Well Site is located behind and adjacent to 1600 El Camino Real, South San Francisco. It sits Agreement: Approve the Purchase of an Access Easement on BART Property for $306,000, subject to Board of Supervisors’ and Mayor’s Approval
Commission Meeting Date: June 28, 2022

between El Camino R eal and Mission Road, surrounded by Costco and Treasure Island Mobile Home & RV Park to the west, and the BART ROW to the east. BART iss ued a temporary revocable Permit to Enter to the SFPUC for construction of the groundwater well station (the BART Permi t).

The BART Permit expires upon recordation of the Access Easement.

BART has agreed to sell the Access Easement and Temporary Construct ion Easement to the City and County of San Francisco (City), through the SFPUC, and both parties desire to enter into a Purchase and Sale Agreement for such sale (Agreement). SFPUC staff, through consultation with the City Attorney’s Office, have negotiat ed with BART the proposed terms and conditions of the Agreement. Under the Agreement, City will pay the settlement value of $306,000 for the Access Easement and Temporary Construction Easement, plus all transfer taxes and closing costs. $306,000 is the purchase price negotiated between BART and SFPUC staff following a series of independent third-party appraisals.

Project Background
On August 12, 2014, by Resolution No. 14-0127, this Commission approved the Project for improvements to the regional water supply system under the Water System Improvement Program (WSIP). The primary objective of the Project is to provide an additional dry-year regional water supply for SFPUC customers by c onjunctively managing th e South Westside Groundwater Basin through the coordinated use of SFPUC surface water and groundwater pumped by Daly City, San Bruno, and California Water Service Company (Participating Pumpers). The SFPUC w ill provide its surface water to the Participating Pumpers in normal and wet years, resulting in a corresponding reduction of groundwater pumping, which then allows for in- lieu recharge of the South Westside Groundwater Basin. Such recharge would increase the dry-year and emerg ency pumping capacity of the South Westside Groundwater Basin and increase water supply reliability during a multi -year drought cycle.

The original Project design included the construction of up to 16 groundwater wells and well stati ons to be connected to t he SFPUC transmission system and three wholesale customers on the Upper Peninsula.

Environmental
Review:

On August 7, 2 014, the Planning Commission certified the Final Environmental Impact Report (FEIR) for the Regional Groundwa ter Storage and Recovery Project (Project) (Case No. 2008.1396E) prepared pursuant to the California Environmental Quality Act (CEQA). On August 12, 2014, by Resolution No. 14-0127, this Commission approved t he Project and adopted the CEQA F indings and Mitigation Monitoring and Reporting Program (MMRP) as required by CEQA.

On March 17, 2016, the Planning Department issued a Minor Project Modification (MPM) to the FEIR for additional access across BART property to reach a groundwater well station and determined that no supplemental environmental review was needed beyond the MPM.

Agreement: Approve the Purchase of an Access Easement on BART Property for $306,000, subject to Board of Supervisors’ and Mayor’s Approval
Commission Meeting Date: June 28, 2022

The FEIR, MPM to the FEIR, Resolution No. 14 -0127, CEQA Findings and the MMRP can be found here:
https://sfpuc.sharefile.com/d-sd973eb08123144cbabc923eacf165a7d

Result of Inaction: A delay in adopting the attached re solution will delay the Project and the ultimate close out of the entire WSIP program.

Budget & Costs: The cost for the Access Easement and Temporary Construction Easement is $306,000, plus up to $10,000 in closing costs. SFPUC and BART will share maintenance responsibilities for the access road. Funds are available from Project No. 10015241 – Regional Groundwater Storage & Recovery (Chart of Accounts 232146-26230-15557-10015241-0005)

Description of
Agreement:

Parties to Purchase
and Sale Agreement:

City and County of San Franc isco, acting
through the SFPUC, and Bay Area Rapid
Transit
Purchase Price $306,000
Purpose: Pedestrian and vehicle access
Location: Assessor’s Parcel No. 093 -330-120, Colma,
California
Effective Date: The date on which the Purchase and Sale Agreement is executed by both parties
following Board of Superv isors’ and Mayor’s
approval

Recommendation: SFPUC staff recommends that the Commission adopt the attached resolution.

Attachments: 1. Purchase and Sale Agreement

PUBLIC UTILITIES COMMISSION
City and County of San Francisco

RESOLUTION NO.

WHEREAS, The City and County of San Francisco (City), through its Public Utilities Commission (SFPUC) , has developed and approved Project No. CUW30103, Regional Groundwater S torage and Recovery (Project) , under the Water System Improvement Program (WSIP); and
WHEREAS, The primary objective of the Project is to provide additional d ry-year regional water supply for SFPUC customers through the coordinated use of surface water stored by the SFPUC and groundwater pumped by Daly City, San Bruno, and California Water Service Company; and
WHEREAS, The Project design includes the construction of groundwater wells and well stations to be connected to the SFPUC transmission system and three wholesale customers on the Upper Peninsula, including one groundwater well on certain SFPUC parcels known internally as MUNI ROW Parcels 2 and 3, located be hind and adjacent to 1600 El Camino Real in South San Francisco, California (the Groundwater Well Site); and
WHEREAS, The Groundwater Well Site has no practical vehicular access for the large bi-weekly deliveries o f chemicals and other equipment and mater ials necessary to operate and maintain a groundwater well for production of potable water; and WHEREAS, The Project r equires that City acquire (1) an approximately 14,619-square- foot easement for pedestrian and vehicle access (Access Easement) over, along, and across certain property owned by Bay Area Rapid Transit (BART), known as Assessor’s Parcel N o. 093-330-120, in Colma , California and (2) a temporary construction easement to support construction of the access improvements (Temporary Construction Easement); and WHEREAS, SFPUC staff, through consultation with City’s Director of Property and the Office of the City Attorney, have negotiated with BART the proposed terms and conditions of City’s acquisition of the Access Easement and Temporary Construction Easement for a purchase price of $306,000, as set forth in the form of an Agreement for Purchase and Sale of Real Estate (Agreement); and
WHEREAS, On August 7, 2014, the Planning Commission certified the Final Environmental Impact Report (FEIR) for the Project (Case No. 2008.1396E) prepared pursuant to the California Environmental Quality Act (CEQA); and WHEREAS, On August 12, 2014, by Resolution No. 14- 0127, this Commission approved the Project and adopted the CEQA Findings and Mitigation Monitoring and Reporting Program (MMRP) as required by CEQA; and
WHEREAS, On March 17, 2016, the Planning Department issued a Minor Project Modification (MPM) to the FEIR for additional access across BART property to reach a groundwater well station and determined that no supplemental environmental review was needed beyond the MPM; and

WHEREAS, The Planning Department is the custodian of records, located in File No. 2008.1396E at 49 South Van Ness Avenue, Suite 1400, San Francisco, California; and WHEREAS, The Project files, including the FEIR, MPM to the FEIR, Resolution No. 14- 0127, CEQA Findings and the MMRP have been made available for review by this C ommission and the public, and those files are part of the record before this Commission; and WHEREAS, This Commission has reviewed and considered the information contained in the FEIR, the CEQA findings contained in Resolution Number 14-0127, the MPM to the FEIR , and all written and oral information provided by the Planning Department, the public, relevant public a gencies, SFPUC and other experts and the administrative f iles for the Project; now, therefore, be it
RESOLVED, This Commission has reviewed and considered the FEIR and the MPM and the record as a whole, finds that the FEIR is adequate for its use as the decision–making body for the Project, and incorporates the CEQA findings contained in Resolution Number 14 -0127 by this reference thereto as though set forth in this Resolution; and be it FURTHER RESOLVED, This Commission further finds that since the FEIR and MPM were finalized, there have been no substantial project changes and no substantial changes in project circumstances that would require major revisions to the FEIR due to the involvement of new significant environmental effects or an increase in the severity of previously identified significant impacts, and there is no new information of substantial importance that would change the conclusions set forth in the FEIR and MPM; and be it FURTHER RESOLVED, That this Commission hereby ratifies, approves and autho rizes all actions heretofore taken by any City official in connection with this Agreement; and, be it FURTHER RESOLVE D, That this Commission hereby approves the terms and conditions and authorizes and directs the SFPUC ’s General Manager to execute the Agree ment with BART subject to the approval of the Board of Supervisors and Mayor; and, be it FURTHER RESOLVED, That, upon approval of the Agreement by the City’s Board of Supervisors and the Mayor, this Commission authori zes the Director o f Property an d/or the SFPUC General Manager to execute easement deed s for the Access Easement and Temporary Construction Easement; and, be it
FURTHER RESOLVED, That upon approval by City’ s Board of Supervisors and the Mayor, this Commissi on authorizes the Director of P roperty and/or the General Manager of the SFPUC to take any and all other steps they, in consultation with the City Attorney, deem necessary and advisable to effectuate the purpose and intent of this Resolution; and, be it FURTHER RESOLVED, That this Commission he reby authorizes the SFPUC General Manager and/or the Director of Property to enter into any amendments or modifications to the Agreement, including without limitation, the exhibits, that the General Manager or Director of Property determines, in consultati on with the City Attorney, are in the best intere st of the City, do not materially increase the obligatio ns or liabilities of the City, are necessary or advisable to effectuate the purposes and intent of the Agreement or this resolution, and are in complia nce with all applicable laws, including the City Charter.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of June 28, 2022.

Secretary, Public Utilities Commission

BART TI Purchase Agreement (02-18-2022) 1

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE

by and between

SAN FRANCISCO BAY AREA RAPID TRANSIT, a rapid transit district,

as Seller,

and

CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation, by and through its Public Utilities Commission,

as Buyer,

for the purchase and sale of

one permanent access road easement and a temporary construction easement across, over, and upon a portion of Assessor’s Parcel 093-330-120 (BART Parcel D-3151-1) located in the Town of Colma, County of San Mateo, State of California

________________________, 2022

BART TI Purchase Agreement (02-18-2022) i

TABLE OF CONTENTS
Page

1. PURCHASE AND SALE ....................................................................................................1

1.1 Purchase and Sale of Easements ..............................................................................1

1.2 Easement Areas; Nature of Easement ......................................................................2

2. PURCHASE PRICE ............................................................................................................2

2.1 Purchase Price ..........................................................................................................2

2.2 Payment....................................................................................................................2

2.3 Funds ........................................................................................................................2

3. CONVEYANCE OF EASEMENTS ...................................................................................2

3.1 Easement Deeds .......................................................................................................2

3.2 State of Title .............................................................................................................2

4. CONDITIONS TO CLOSING ............................................................................................3

4.1 City's Conditions to Closing ....................................................................................3

4.2 Cooperation with City ..............................................................................................4

5. CLOSING AND POSSESSION ..........................................................................................4

5.1 “Closing” Defined ....................................................................................................4

5.2 Escrow; Closing Without an Escrow .......................................................................4

5.3 Closing Date.............................................................................................................4

5.4 Seller's Delivery of Documents ...............................................................................5

5.5 City's Delivery of Documents and Funds ................................................................5

5.6 Other Documents; Cooperation ...............................................................................6

5.7 Closing .....................................................................................................................6

5.8 Possession and Use ..................................................................................................7

6. EXPENSES; PRORATIONS...............................................................................................7

6.1 City's Expenses ........................................................................................................7

6.2 Seller's Expenses ......................................................................................................7

6.3 Other Expenses ........................................................................................................7

7. REPRESENTATIONS AND WARRANTIES....................................................................7

8. RISK OF LOSS....................................................................................................................8

9. MAINTENANCE; CONSENT TO NEW CONTRACTS ..................................................8

10. DISMISSAL OF EMINENT DOMAIN ACTION ..............................................................8

11. GENERAL PROVISIONS ..................................................................................................8

11.1 Notices .....................................................................................................................8

BART TI Purchase Agreement (02-18-2022) ii

11.2 Brokers and Finders .................................................................................................9

11.3 Successors and Assigns............................................................................................9

11.4 Amendments; Waivers ...........................................................................................10

11.5 Continuation and Survival of Representations and Warranties .............................10

11.6 Governing Law ......................................................................................................10

11.7 Merger of Prior Agreements; No Inducement .......................................................10

11.8 Parties and Their Agents; Approvals .....................................................................10

11.9 Interpretation of Agreement ...................................................................................11

11.10 Attorneys' Fees .......................................................................................................11

11.11 Severability ............................................................................................................11

11.12 Sunshine Ordinance ...............................................................................................11

11.13 Conflicts of Interest................................................................................................11

11.14 Notification of Limitations on Contributions ........................................................12

11.15 Non-Liability of City Officials, Employees and Agents .......................................12

11.16 Counterparts ...........................................................................................................12

11.17 Effective Date ........................................................................................................12

11.18 Release of Claims ..................................................................................................12

LIST OF EXHIBITS

EXHIBIT A SFPUC Easement Deed for Permanent Access Road Easement with an attached legal description of Easement Area to be conveyed thereby.

EXHIBIT B Easement Deed for Temporary Construction Easement with attached legal description of Easement Area to be conveyed thereby.

EXHIBIT C Preliminary Title Report dated May 19, 2020

BART TI Purchase Agreement (02-18-2022) 1

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this “A greement”) dated for reference purposes only as of _______________, 2022, is by and between SAN FRANCISCO BAY AREA RAPID TRANSIT , a rapid transit district (“Seller”), and the CITY AND COUNTY OF SA N FRANCISCO, a California municipal corporation (“ City”), by and through its Public Utilities Commission ( “SFPUC”). Seller and City are sometimes collectively referred to in this Agreement as the “Parties” or singularly as a “Party.”

RECITALS
A. Sel
ler owns a parcel of real property located adjacent to 1600 El Camino Real, South San Francisco, California 94080 and commonly known as Assessor’s Parcel 093-330-120 (and denominated by Seller as BART Parcel D -3151-1) referred to in this Agreement as th e “Seller’s Property.”
B. In connection with the SFPUC Regional Groundwater Storage and Recovery Project, City wishes to purchase, and, with BART’s consent, Seller has agreed to the sale of the following easement interests to City in accordance with, and pursuant to, the terms and conditions of this Agreement:
(1) a permanent nonexclusive access road easement on, over, and across a portion of Seller’s Property; and
(2) a temporary construction easement on, over, and across two portions of Seller’s Property.

IN CONSIDERATION of the respective agreements set forth below, Seller and City agree as follows:

1. PURCHASE AND SALE

1.1 Purchase and Sale of Easements
Seller agrees to sell and convey to City and City agrees to purchase from Seller, subject to the terms, covenants, and conditions set forth below, the following interests in real property (each, an “Easement” and collectively, the “Easements”):
(a) a nonexclusive permanent acces s surface roadway easement to City (the “Access Road Easement”) on, over, and across a portion of the Seller’s Property designated as a portion of San Mateo County Assessor’s Parcel No. 093 -330-120 (the “Easement Area”) as depicted in the easement deed attached as Exhibit A. (the “Access Deed”); and (b) a temporary nonexclusive easement on the terms and conditions set forth in the easement deed attached as Exhibit B (the ‘ TCE Deed ”) (the “Temporary Construction Easements”) to City for the construction of a new entrance gate and corresponding new road connection from Mission Road to an existing access road over, across, under, and along the two portions of Seller’s Property (the “TCE Easement Area”) designated as a portion of San Mateo County Assessor’s Parcel No. 093-330-120 as depicted in an exhibit to the TCE Deed.

The Easement Area an d the TCE Easement Area are sometimes referred to collectively in this Agreement as the “Easement Areas.”

BART TI Purchase Agreement (02-18-2022) 2

1.2 Easement Areas; Nature of Easement
The Easement Areas con sist of those portions of Seller’s Property described and depicted in in the respective exhibits to the Access Deed attached as Exhibit A and the TCE Deed attached as Exhibit B (each a “Deed,” and collectively, the “Deeds”). The nature, scope, and conditions of each Easement are set forth in the respective Deed with respect to such Easement.

2. PURCHASE PRICE

2.1 Purchase Price
(a) City’s purchase price for the Access Road Easement is THREE HUNDRED THOUSAND DOLLARS ($300,000).
(b) City’s purchase price for the Temporary Construction Easements is FIVE THOUSAND NINE HUNDRED DOLLARS ($5,900).

Accordingly, the total purchase price for the Easements is THREE HUNDRED FIVE THOUSAND NINE HUNDRED DOLLARS ($305,900), rounded to THREE HUNDRED SIX THOUSAND DOLLARS ($306,000) (the “Purchase Price”).

2.2 Payment
On the Closing Date (defined in Section 5.3 [C losing Date]), City shall pay the Purchase Price, adjusted pursuant to the provisions of Article 6 [Expenses; Prorations], and reduced by any credits due City under this Agreement.

2.3 Funds
A
ll payments made pursuant to this Agreement sh all be in legal tender of the United States of America, paid by Controller's warrant or in cash or by wire transfer of immediately available funds. Unless the Parties elect to close the transaction without an escrow, payments shall be made to Escrow Holder (defined in Section 5.2 [Escrow; Closing Without an Escrow]) , as the escrow agent.

3. CONVEYANCE OF EASEMENTS

3.1 Easement Deeds
At the Closing def ined in Section 5.1 [“Closing” Defined]), Seller shall convey to City marketable and insurable title to the Access Road Easement and t he Temporary Construction Easement by deliver y of the Access Deed and the TCE Deed, each duly executed and acknowledged in the forms attached as Exhibit A and Exhibit B, free and clear of all exceptions, liens, and encumbrances except solely for the Accepted Conditions of Title (defined in Section 3.2 [State of Title]). Each Deed shall be executed and delivered to City in a recordable form. City may record the Access Deed in the San Mateo County’s Recorder’s Office but shall not record the TCE Deed.

3.2 State of Title
“Accepted Conditions of Title” shall mean (a) the lien of real property taxes, not yet due or payable; and (b) exceptions numbered 2 through 23 of the preliminary title report dated May 15, 2020, bearing Title No . 15605535-156- TJK-JM attached as Exhibit C. As a condition precedent to City's obligation to purchase quitclaim deeds, a spousal waiver, lender's consents or subordinations, tenants' consents, or similar releases sufficient to clear or subordinate any

BART TI Purchase Agreement (02-18-2022) 3

possessory rights over the Easement Area s may be required, at City’s election, each in a form approved by City. Seller shall secure any such waiver quitclaim deeds, consents, subordinations, or releases.

4. CONDITIONS TO CLOSING

4.1 City’s Conditions to Closing
The following are conditions precedent to City's obligation to purchase the Easements (collectively, “Conditions Precedent”):
(a) The physical condition of all portions of t he Easement Areas shall be substantially the same on the Closing Date as on the date of City’s execution of this Agreement, reasonable wear and tear and loss by casualty excepted (subject to the provisions of Article 8 [Risk of Loss]), and as of the Closing Date there shall be no litigation or administrative agency or other governmental proceeding, pending, or threatened, that after the Closing could materially adversely affect the value of the Easements or City’s ability to use all portions of the Easement Areas for their respective intended use, and no proceedings shall be pending or threatened that could or would cause the change, re- designation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any portion(s) of the Easement Areas. (b) Seller shall have delivered signed originals of any documents required under Section

3.2 [State of Title], and, unless the Parties elect to consummate the transaction without an escrow, Escrow Holder shall be committed at the Closin g to issue to City CLTA owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price, insuring title to the Easements vested in City free of all exceptions, liens, and encumbrances except only the Accepted Conditions of Title. The Title Policy shall contain such special endorsements as City may reasonably request. (c) The transactions contemplated by this Agreement shall have been approved by all applicable City departments and agencies, including, without limitation, the San Francisco Public Utilities Commission, at their respective sole discretion, within sixty (60) days after Seller executes and delivers this Agreement to City.
(d) If required by City’s Charter, City’s Mayor and the Board of Supervisors, at the sole discretion of each, shall have enacted a resolution approving, adopting, and authorizing this Agreement and the transactions contemplated by this Agreement , within ninety (90) days after Seller executes and delivers this Agreement to City.
(e) Seller shall have delivered the items described in S ection 5.4 below [Seller's Delivery of Documents] on or before the Closing.

The Conditions Precedent contained in the foregoing subsections (a ) through (e) are solely for City’s benefit. If any Condition Precedent is not satisfied, at its sole discretion, City may either waive in writing the Condition Precedent in question and proceed with the purchase with respect to one or more of the Easements (provided that the Conditions Precedent described in items (c) and (d) above may not be waived except insofar as City elects to extend the deadline for satisfying such item) or, in the alternative, terminate this Agreement. The waiver of any Condition Precedent shall not relieve Seller of any liability or obligation with respect to any representation, warranty, covenant, or agreement of Seller. In addition, the Closing Date may be extended, at City’s option, for a reasonable period of time specified by City, to allow such Conditions Precedent to be satisfied, subject to City’s further right to terminate this Agreement u pon the expiration of the period of any such extension if any such Conditions Precedent remain unsatisfied.

If the sale of the Easements, or any of them, is not consummated because of a default under this Agreement on the part of Seller or if a Condition Precedent cannot be fulfilled because Seller

BART TI Purchase Agreement (02-18-2022) 4

frustrated such fulfillment by some affirmative act or negligent omission, at its sole election, City may either (i) terminate this Agreement by delivery of notice of termination to Seller and neither Party shall have any further rights or obligations hereunder, (ii) elect to proceed with Closing with respect to any Easement with respect to which all Conditions Precedent have been waived by City or satisfied and elect to either terminate this Agreement with respe ct to the remaining Easement not so purchased (pursuant to clause (i) of this paragraph) or continue this Agreement with respect to such remaining Easements (pursuant to clause ( iii) of this paragraph), or (iii) continue this Agreement with respect to one or more of the Easements.

4.2 Cooperation with City
Seller shall cooperate with City and do all acts as may be reasonably requested by City with regard to the fulfillment of any Conditions Precedent including, without limitation, execution of any documents, applications, or permits, but Seller’s representations and warranties to City shall not be affected or released by City's waiver or fulfillment of any Condition.

5. CLOSING AND POSSESSION

5.1 “Closing” Defined
The consummation of the purchase and
sale contemplated hereby (the “Closing”) shall
occur as provided in this Article 5.

5.2 Escrow; Closing Without an Escrow
(a) Unless the Par ties agree to consummate the purchase and sale without an escrow as provided in subparagraph (b) below: (i) On or before the Effective Date (as defined in Section

11.17 [General Provisions]), the parties shall open escrow by depositing an executed counterpart of this Agreement with Chicago Title Company at its offices at 455 Market Street, Suite 2100, San Francisco, California 94105 (“ Escrow Holder”); (ii) this Agreemen t shall serve as instructions to Escrow Holder as the escrow holder for consummation of the purchase and sale contemplated hereby ; (iii) Seller hereby authorizes City to prepare and submit supplemental escrow instructions in accordance with this Agreement on behalf of both Parties, as needed; and (iv) the Closing shall be held and delivery of all items to be made at the Closing under this Agreement shall be made at Escrow Holder’s offices.
(b) Notwithstanding the foregoing, the P ar
ties may elect by mutual agreement to
consummate the purchase and sale without an escrow, in which event the Closing shall occur as described in Section 5.7(b) [Closing without Escrow].

5.3 Closing Date
The Closing shall occur ninety (90) days after the Effective Date or on such earlier date as City an
d Seller may mutually agree (the “Closing Date”), subject to the provisions of Article 4 [Conditions Precedent]. The Closing Date may not be extended without the prior written approval of both Seller and City, except as otherwise expressly provided in this Agreement. If the Closing does not occur on or before the Closing Date and the Parties have deposited documents or funds in escrow, Escrow Holder shall, unless it is notified by both Parties to the contrary within five (5) business days after the Closing Date, return such items to the depositor thereof.

5.4 Seller’s Delivery of Documents
(a
) At or before the Closing, Seller shall deliver or cause to be delivered to City the following:

BART TI Purchase Agreement (02-18-2022) 5

(i) each of the duly executed and acknowledged Deeds;
(ii) such resolutions, authorizations, or other documents as BART deems necessary or City may reasonably require to demonstrate the authority of Seller to enter into this Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individuals executing any documents or other instruments on behalf of Seller to act for and bind Seller;
(iii) any documents needed in order to eliminate title exceptions other than Accepted Conditions of Title; and
(iv) a closing statement in form and content satisfactory to City and Seller (which may be in the form of a letter or memorandum from City, countersigned by Seller, if the Parties elect to consummate the transaction without an escrow).

Seller shall also deliver a properly executed California Franchise Tax Board Form 590 certifying that Seller is a California resident (if Seller is an individual) or that Seller has a permanent place of business in California or is qualified to do business in California, if Seller is a corporation, or other evidence satisfactory to City that Seller is exempt from the withholding requirements of Section 18662 of the California Revenue and Taxation Code. Seller acknowledges and agrees that if Seller fails at Closing to deliver to City such certificate, City may be required to withhold and remit to the appropriate tax authority a portion of the Purchase Price pursuant to Section 18662 of the California Revenue and Taxation Code. Any amount properly so withheld and remitted shall be deemed to have been paid by City as part of the Purchase Price, and Seller's obligation to consummate the transaction contemplated by this Agreement shall not be excused or otherwise affected thereby.
(b) Seller shall deliver such items to Seller through es crow, unless the Parties elect to
close the transaction without an escrow in which event Seller shall deliver the items directly to City for a Closing in accordance with Section 5.7(b) [Closing Without Escrow].

5.5 City’s Delivery of Documents and Funds
(a) At or before the Closing, City shall deliver to Seller the following:
(i) a certificate of acceptance, executed by City’s Director of Property or Acting Director of Property, to be attached to each of the Deeds before recording; (ii) a closing statement in form and content satisfactory to City and Seller (which may be in the form of a letter or memorandum from City to Seller if the Parties elect to consummate the transaction without an escrow);
(iii) funds sufficient to pay C ity’s share of expenses under Article 6 [Expenses; Prorations]; and
(iv) the Purchase Price, as provided in Article 2 [ Purchase Price]. (b) City shall deliver such documents and funds through escrow; however, if the Parties elect to consummate the transaction without an escrow, City shall deliver the funds and documents as provided in Section 5.7(b) [Closing Without Escrow].

BART TI Purchase Agreement (02-18-2022) 6

5.6 Other Documents; Cooperation
Seller and City shall perform such further acts and execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.

5.7 Closing
(a) Closing through Escrow. Subject to Section 5.7(b) [Closing Without Escrow] ., at Closing, provided all the conditions to the Parties’ obligations have been satisfied or waived as provided and permitted by this Agreement, Escrow Holder shall perform the following acts in the following order:
(i) Perform such acts as are necessary in order to deliver title to C ity subject only to
the Accepted Conditions of Title, including recording any deed of reconveyance, subordination agreement, or other documentation as specified in supplemental escrow instructions submitted by City before Closing;
(ii) Deliver the Deeds, duly executed by Seller, to City; (iii) Deliver to Seller, or as Seller may instruct, the Purchase Price, less any amount necessary to satisfy any liens, bond demands, delinquent taxes, and Seller ’s share of expenses and prorations under Article 6 [Expenses; Prorations]; (iv) Issue the Title Policy to City, if requested to do so by City; and (v) Deliver to the appropriate Party any other documents, instruments, and sums required by this Agreement.
(b) Closing without Escrow. If the Parties elect to consummate the purchase and sale without an escrow, City shall effect the Closing on the Closing Date as follows:
(i) C ity shall: (A) deliver to Seller, or as Seller may instruct, the Purchase Price (less any amount necessary to satisfy any liens, bond demands, delinquent taxes, and Seller’s share of expenses and prorations, if applicable, under Article 6 [Expenses; Prorations]), and (B) cause each respective certificate of acceptance for the Deeds to be executed, when:
(1) City h as received Seller ’s documents in accordance with Section 5.4 [ Seller’s Delivery of Documents], and
(2) City h as received each of the Deeds conveying the Easements to City duly acknowledged and in a recordable form, subject only to the Accepted Conditions of Title , obtain the Title Policy (if City elects to do so), and deliver to the appropriate Party any other documents, instruments, and sums required by this Agreement.

5.8 Possession and Use. Subject to the provisions of the Deeds, the right of possession and use of each the Easement Areas by City and/or its designees shall commence on the Closing Date.

6. EXPENSES; PRORATIONS

6.1 City’s Expenses
City shall pay all escrow fees and title insurance charges, if any.

BART TI Purchase Agreement (02-18-2022) 7

6.2 Seller’s Expenses
Seller shall pay all costs incurred in connection with the prepayment or satisfaction of any loan, bond, or other indebtedness secured in whole or part by any portion of the Easement Areas including, without limitation, any prepayment or delinquency fees, penalties , or charges. Seller shall also pay at the Closing any delinquent taxes that may have become a l ien against Seller's Property.

6.3 Other Expenses
Any other costs and charges of the Escrow not otherwise provided for in this Article or elsewhere in this Agreement shall be allocated in accordance with the closing customs for San Mateo County, as determined by Escrow Holder.

7. REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to and covenants with City as follows:
(a) Ownership of Property. Although Seller is obligated to sell Seller’s Property to City, Seller is now the sole fee owner of Seller’s Property, and will own it at the time of the Closing, free and clear of all liens, leases, occupancy agreements, claims, encumbrances, easements, and rights of way of any nature (whether disclosed in the public record or not), except only the Accepted Conditions of Title and City’s rights to acquire the Seller’s Property as set forth in this Agreement.
(b) Signing Authority. Seller and the signatories on Seller’s behalf represent and warrant that the signatories on Seller’s behalf to this Agreement are authorized to enter into this Agreement to convey real property and that no other authorizations are required to implement this Agreement on behalf of Seller.
(c) No Leases. There are no, and will be at the Closing, no or al or written leases, occupancy agreements, licenses, or easements affecting any portion of the Easement Areas or that would affect City’s access to or use as contemplated by the Deeds of any portion of the Easement Areas, except for the rights of the San Mateo County Flood Control District to use the Access Roadway Easement to access its adjacent flood control channel. (d) No Property Defects or Legal Violations. To the best of Seller's knowledge, there are now, and at the time of the Closing will be, no material physical defects of any portion of the Easement Areas, and no violations of any laws, rules , or regulations applicable to any portion of the Easement Areas.
(e) No Impediments to Use. Seller knows of no facts nor has Seller failed to disclose any fact that would prevent City from using the Easements after Closing in the normal manner as described in the Deeds and intended by the Parties.
(f) No Lawsuits. There are no lawsuits or proceedings pending or, to the best of Seller’s knowledge, threatened against or affecting Seller, Seller’s Property, or its use that would affect Seller's ability to consummate the sale contemplated by this Agreement or City’s use and enjoyment of the Easements after the Closing.
(g) No Known Hazardous Materials. To the best of Seller’s knowledge, there has been no release and there is no threatened release of any Hazardous Material in, on, under , or about Seller's Property. As used in this Agreement, “Hazardous Material” shall mean any material that, because of its quantity, concentration, or physical or chemical characteristics, is deemed by any federal, state, or local governmental authority to pose a present or potential hazard to human

BART TI Purchase Agreement (02-18-2022) 8

health or safety or to the environment. “Release” or “threatened release” when used with respect to Hazardous Material shall include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside any of the improvements, or in, on, under, or about the Easement Areas.

8. RISK OF LOSS
If any portion of th
e Easement Areas is damaged or destroyed before the Closing Date, then the rights and obligations of Seller and City under this Agreement shall be as follows: City shall have the right, at its election, to terminate this Agreement in its entirety or terminate it only as to that portion of the Easement Area s damaged or destroyed. City shall have thirty (30) days after Seller notifies City that an event described in this Article 8 has occurred to make such election by delivery to Seller of an election notice. City's failure to deliver such notice within such thirty (30) -day period shall be deemed City's election to terminate this Agreement in its entirety. If this Agreement is terminated in its entirety or in part pursuant to this Article 8, then City and Seller shall each be released from all obligations under this Agreement pertaining to that portion of the Easement Areas affected by such termination. If City elects not to terminate this Agreement in its entirety, Seller shall give City a credit against the Purchase Pr ice at the Closing in an amount proportionate to the percentage reduction, if any, of the square footage of the Easement Area, and this Agreement shall remain in full force and effect.

9. MAINTENANCE
B
etween the date of Seller's execution of this Agreement and the Closing, Seller shall maintain Seller’s Property in its current condition and shall make, at Seller’s expense, all repairs necessary to maintain Seller ’s Property in such condition. Seller shall make no changes to the Easement Areas without City’s prior, written consent, which shall not be unreasonably withheld or delayed.

10. DISMISSAL OF EMINENT DOMAIN ACTION
Seller hereby agrees and consents to the dismissal of any pending action in eminent domain by City as to Seller ’s Property or any por tion thereof and Seller also waives all claims to court costs and any money that may now be on deposit in the Superior Court in such action.

11. GENERAL PROVISIONS

11.1 Notices
Any notice, consent, or approval required or permitted to be given under this Agreement shall be in writing and shall be given by (a) ha nd delivery, against receipt, (b) reliable next - business-day courier service that provides confirmation of delivery, or (c) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either Party may from time to time specify in writing to the other upon five (5) days' prior, written notice in the manner provided above):

BART TI Purchase Agreement (02-18-2022) 9

City:

To: General Manager
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102

San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attention: Real Estate Director

with copy to: Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, CA 94102-4682
Attn: RE/Finance Team
To: San Francisco Bay Area Rapid Transit District
Attn: Abigail Thorne-Lyman,
Director, Real Estate and Property Development
P.O. Box 12688 (LKS-22)
Oakland, CA 94604-2688

A properly addressed notice transmitted by one of the foregoing methods shall be deemed received upon the confirmed date of delivery, or rejected delivery. Any e -mail addresses, telephone numbers, or facsimile numbers provided by one Party to the other shall be for convenience of communication only; neither Party may give official or binding notice orally or by e- mail or facsimile. The effective time of a notice shall not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or telefacsimile copy of the notice

11.2 Brokers and Finders
Neither Party has had any contact or dealings regarding the Easements, or any of them, or any communication in connection with the subject matter of this Agreement, through any licensed real estate broker or other person who could claim a right to a commission or finder‘s fee in connection with the purchase and sale contemplated by this Agreement . In the event that any broker or finder perfects a claim for a commission or finder ’s fee based upon any such contact, dealings, or communication, the Party through whom the broker or finder makes his or her claim shall be responsible for such commission or fee and shall indemnify and hold harmless the other party from all claims, costs, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the indemnified Party in defending against the same. The provisions of this Section shall survive the Closing.

11.3 Successors and Assigns
This Agreement shall be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective successors, heirs, administrators, and assigns.

11.4 Amendments; Waivers
Except as otherwise provided in this Agreement, (a) this Agreement may be amended or modified only by a written instrument executed by City and Seller, (b) no waiver of any provision of this Agreement will be binding unless executed in writing by the Party making the waiver, (c)

BART TI Purchase Agreement (02-18-2022) 10

no waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision, whether or not similar, and (d) no waiver will constitute a continuing waiver unless the written waiver so specifies.

11.5 Continuation and Survival of Representations and Warranties All representations and warranties by the respective Parties contained in, or made in writing pursuant to, this Agreement are intended to be, and shall remain, true and correct as of the Closing, shall be deemed to be material, and, together with all conditions, covenants, and indemnities made by the respective Parties contained in this Agreement or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and the Closing, or, to the extent the context requires, beyond any termination of this Agreement. All statements contained in any certificate or other instrument delivered at any time by or on behalf of Seller in conjunction with the transaction contemplated by this Agreement shall constitute representations and warranties under this Agreement.

11.6 Governing Law
This Agreement shall be governed by California law and City’s Charter. There shall be no obligation for the payment of money by City under this Agreement unless City’s Controller first certifies, pursuant to Section 3.105 of City's Charter, that there is a valid appropriation from which the expenditure may be made and that unencumbered funds are available from the appropriation to pay the expenditure.

11.7 Merger of Prior Agreements; No Inducement
The Parties intend that this Agreement (including all of the attached exhibits and schedules and any documents specifically described in this Agreement, which are hereby incorporated into this Agreement by reference) shall be the final, complete, and exclusive expression of their agreement with respect to the subject matter of this Agreement and may not be contradicted by evidence of any prior or contemporaneous oral or written agreements or understandings. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including, without limitation, term sheets and prior drafts or changes to such drafts) may be introduced in any judicial, administrative , or other legal proceeding involving this Agreement . The making, execution, and delivery of this Agreement by the Parties has been induced by no representations, statements , warranties, or agreements other than those expressed in this Agreement.

11.8 Parties and Their Agents; Approvals
The term “Seller” as used in this Agreement shall include the plural as well as the singular.

If there is more than one (1) Seller, then the obligations under this Agreement imposed on Seller shall be joint and several. As used in this Agreement, the term “Agents” when used with respect to either Party shall include the agents, employees, officers, contractors , and representatives of such Party. Subject to applicable law, all approvals, consents , or other determinations permitted or required by City under this Agreement shall be made by or through the General Manager of City’s Public Utilities Commission or City’s Director of Property or Acting Director of Property, unless otherwise provided in this Agreement.

11.9 Interpretation of Agreement
The article, section, and other headings of this Agreement and the table of contents are for convenience of reference only and shall not affect the meaning or interpretation of any provision contained in this Agreement. Whenever the context so requires, the use of the singular shall be

BART TI Purchase Agreement (02-18-2022) 11

deemed to include the plural and vice versa, and each gender reference shall be deemed to include the other and the neuter. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in his Agreement. In addition, each Party has been represented or had the opportunity to be represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the Parties and this Agreement.

11.10 Attorneys’ Fees
The prevailing Party in any action or proceeding to enforce or interpret, or otherwise arising out of or relating to, this Agreement or any provision of this Agreement (including but not limited to any arbitration, trial, administrative hearing, bankruptcy, or appeal) will be entitled to recover from the other Party all of its costs and expenses, including but not limited to reasonable attorneys’ fees and experts’ fees. For purposes of this Agreement, reasonable attorneys’ fees of City’s Office of the City Attorney and BART's Office of General Counsel shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which City ’s and/or BART's attorneys’ services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the Office of the City Attorney and/or BART.

11.11 Severability
If any term or provision of this Agreement, or the application of any term or provision of this Agreement to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and shall be enforceable to the extent permitted by law.

11.12 Sunshine Ordinance
Seller understands and agrees that under City’s Sunshine Ordinance (San Francisco Administrative Code, Chapter 67) and the State Public Records Law (Gov. Code Section 6250 et seq.), this Agreement and any and all records, information, and materials submitted to City under this Agreement are public records subject to public disclosure. Seller hereby acknowledges that City may disclose any records, information, and materials submitted to City in connection with this Agreement.

11.13 Conflicts of Interest
Through its execution of this Agreement, Seller acknowledges that it is familiar with the provisions of Section 15.103 of the San Francisco Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts that would constitute a violation of those provisions, and agrees that if Seller becomes aware of any such fact during the term of this Agreement, Seller shall immediately notify City.

11.14 Notification of Limitations on Contributions
Through its execution of this Agreement, Seller acknowledges that it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits any person who contracts with City for the selling or leasing any land or building to or from City whenever such transaction would require approval by a City and County of San Francisco elective

BART TI Purchase Agreement (02-18-2022) 12

officer or the board on which that elective officer serves, from making any campaign contribution to the officer at any time from the commencement of negotiations for such contract until the termination of negotiations for such contract or three (3) months has elapsed from the date the contract is approved by the City and County of San Francisco elective officer, or the board on which that elective officer serves.

11.15 Non-Liability of City Officials, Employees and Agents Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee , agent, or consultant of City shall be personally liable to Seller, its successors and assigns, in the event of any default or breach by City or for any amount that may become due to Seller, its successors and assi gns, or for any obligation of City under this Agreement.

11.16 Counterparts
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

11.17 Effective Date
As used in this Agreement, the term “Effective Date” shall mean the date on which both Parties shall have executed this Agreement provided the Agreement and the transactions contemplated by the Agreement shall have been authorized (a) in a ma nner required by law governing Seller, (b) by a duly adopted resolution of the San Francisco Public Utilities Commission, and (c) if required by City’s Charter, by a duly adopted resolution of City’s Board of Supervisors and Mayor.

11.18 Release of Claims
Seller, for itself, its agents, heirs, assigns, successors in interest, and any related or affiliated entities, hereby fully releases and discharges City, its agents, employees, officers, directors, divisions, attorneys, accountants, insurers, successors, and other representatives, and any and all related or affiliated private or public agencies or entities, from any and all causes of action, actions, judgments, liens, indebtedness, obligations, losses, claims, damages, expenses, liabilities , and demands, including, without limitation , any claim arising out of or pertaining to, directly or indirectly, the acquisition or use of the property interest described in this Agreement and/or the construction of any improvements thereon, including without limitation, inverse condemnation, nuisance, severance damages, relocation benefits, reestablishment benefits, the cost or value of any equipment or fixtures, attorneys ’ fees and costs, loss of goodwill, construction- related dust, noise, traffic, and other related construction activity, and lost rentals or business associated with construction of any improvements, and any other types of related losses or damages.

Seller acknowledges that it may hereafter discover facts or law different from, or in addition to that whic h it now believes to be true with respect to his/her release of claims as set forth in this Agreement, and understands that by executing this Agreement it is waiving any rights of claims for any other or future benefits or damages to which it might be enti tled that are not specifically exempted by this release. In giving this release, Seller expressly waives the protection of Civil Code Section 1542, which statute provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

BART TI Purchase Agreement (02-18-2022) 13

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

If this Agreement is terminated pri or to Closing, this Section 11.18 shall have no force or effect.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGRE

EMENT, SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR

EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT

UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY'S PUBLIC UTILITIES COMMISSION (AND, IF REQUIRED BY CITY’S CHARTER, APPROPRIATE

LEGISLATION OF CITY'S BOARD OF SUPERVISORS) SHALL HAVE BEEN DULY

ENACTED APPROVING THIS AGREEMENT AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THEREFORE, ANY OBLIGATIONS OR

LIABILITIES OF CITY UNDER THIS AGREEMENT ARE CONTINGENT UPON THE DUE ENACTMENT OF SUCH LEGISLATION.
[Signatures on next page]

BART TI Purchase Agreement (02-18-2022) 14

The Parties have duly executed this Agreement as of the respective dates written below.

SELLER:

SAN FRANCISCO BAY AREA RAPID TRANSIT,
a rapid transit district
By: ________________________________
Printed
name &
Title:

Abigail Thorne-Lyman, Director,
Real Estate and Property Development
Date: ________________________________

APPROVED AS TO FORM:

By: ________________________________

Mary Wilke
Attorney III
Office of the General Counsel
Date: ________________________________

BUYER:

CITY AND COUNTY OF SAN FRANCISCO,
acting by and through its Public Utilities Commission
By: ________________________________
Printed
name &
Title:

Dennis J. Herrera,
General Manager
Date:

APPROVED AS TO FORM:

DAVID CHIU, City Attorney
By: ________________________________

Shari Geller Diamant
Deputy City Attorney

BART TI Purchase Agreement (02-18-2022) 15

ESCROW HOLDER’S ACKNOWLEDGMENT
[Applicable only when the Parties will close the transaction through an escrow] Escrow Holder agrees to act as escrow holder in accordance with the terms of this Agreement.

Escrow Holder’s failure to execute below shall not invalidate the Agreement between City and Seller.

ESCROW HOLDER: CHICAGO TITLE COMPANY
By: ________________________________
[signature]

Na
me: ________________________________
[print name]

Its: ________________________________

Dat
e: ________________________________

[When Seller and City have delivered a copy of this Agreement for Purchase and Sale of Real Estate, executed by Seller and City, to escrow, Escrow Holder should sign this page and transmit a copy to Seller and City. Seller and City agree that a photocopy, scanned copy or faxed copy is adequate for this purpose.]

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BART TI Purchase Agreement (02-18-2022)

EXHIBIT A
TO

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE

PERMANENT ACCESS ROAD EASEMENT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Director of Property
Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, California 94102

WITH A CONFORMED COPY TO:

San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10
th Floor
San Francisco, CA 94102
Attention: Real Estate Director

The undersigned hereby declares this
instrument to be exempt from Recording Fees
(Govt. Code § 27383) and Documentary
Transfer Tax (Rev. & Tax. Code §11922).

(Space above this line reserved for Recorder’s use only)

EASEMENT DEED
(Access Easement)

(Portion of Assessor’s Parcel 093-330-120) (BART Parcel D-3151-1)

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, SAN FRANCISCO BAY AREA RAPID TRANSIT, a rapid transit district (“Grantor”), hereby grants to the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation, by and through its Public Utilities Commission (“Grantee”), a permanent, nonexclusive easement appurtenant to the real property parcel owned by Grantee ( “Grantee’s Parcel”) that is identified in the attached Exhibit 1 for access purposes as further described below (“Easement”) over, across, along, and upon Grantor’s real property in the City of South San Francisco, San Mateo County, California, as more particularly described in the attached Exhibit

2. The specific location of the portion of Grantor’s real property that is subject to the Easement is depicted in the attached Exhibit 3 (“Easement Area”).

1. Nature of Easement . The Easement includes the rights to (a) gain access and egress to and from Grantee’s Parcel for persons, vehicles, and equipment; (b) inspect and use a roadway for personnel and vehicles, approximately fifteen (15) feet in width (“Road”); and (c) use, maintain, repair, and replace the existing gates (“Gates”) on and across the Easement Area. The Easement includes the right to modify, remove, or replace the Road and the Gate s and the right to do such other things as are necessary for the full enjoyment and accomplishment of the purposes of the Easement, provided that Grantee obtains Grantor’s prior approval of any

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BART TI Purchase Agreement (02-18-2022)
proposed modification, removal, and/or replacement. Grantee’s rights under this Easement Deed may be exercised by (i) Grantee’s agents, contractors, subcontractors, suppliers, consultants, employees, licensees, invitees, or representatives, or by other authorized persons acting for or on behalf of Grantee (collectively, ”Agents”); (ii) Pacific Gas & Electric Company, a California corporation (or any succeeding utility provider to the Grantee’s Parcel), and its Agents, and (iii) the Agents of any contractor retained by Grantee in connection with the maintenance or operation of Grantee’s facilities, if any, on, in, under, or adjacent to the Grantee’s Parcel.

2. Access Conditions, Covenants, and Restrictions.
(a
) Grantee may use the Easement Area for vehicles not heavier than 75,000 pounds.
(b) Grantee shall provide, install, and maintain weight limit signs stating “No trucks allowed over 75,000 pounds” at all access gates on or adjacent to the Easement Area. (c) Grantee shall use appropriate and reasonable methods to protect BART’s Hatch Cover “PZ205” located within the Easement Area from heavy vehicle loading. (d) Grantee shall be responsible for any damage to the PZ205 Hatch Cover caused by Grantee or its Agents. Grantee shall repair any such damage to PZ205 caused by Grantee or its Agents.
(e) If G rantee obtain s Grantor’s prior approval, as set forth in Section 1 (c) above, to remove or modify the Gates in a manner that leaves the Maintenance Area (as shown on the attached Exhibit 4 (“Site Plan”)) open (e.g., without a fence or other barrier) to the adjacent public street , Grantee shall be responsible for all removal of litter and trash and removal of trespassers and homeless encampments from the Maintenance Area.

3. Emergencies. Dur ing an Emergency (defined in Section 3(b) below), Grantee ’s access of the Easement Area shall be subject to the following:
(a) Promptly after learning of the existence of an Emergency, G rantee shall notify the BART Operations Control Center On-duty Central Manager at (510) 834- 1297 of the existence of the Emergency. Grantee shall provide contact information to BART for direct access to Grantee’s personnel managing the Emergency.
(b) For purposes of this Section, an “ Emergency” shall be defined as an immediate threat: (i) to the health or safety of persons on or about the Easement Area or Grantee’s Parcel; or (ii) of significant damage to real or personal property on or about the Easement Area or Grantee’s Parcel.

4. Maintenance. At its sole expense, Grantee shall repair and maintain the Road only as to wear and tear caused by the proportionate use of the Road by Grantee and its Agents, and not wear and tear caused by use of the Road by others.

5. Notices. Any notice, consent, or approval required or permitted to be given under this Easement Deed shall be in writing and shall be given by (a) hand delivery, against receipt, (b) reliable next-business-day courier service that provides confirmation of delivery, or (c) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either party may from time to time specify in writing to the other upon five (5) days prior written notice in the manner provided above):

Grantee:

To: General Manager

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BART TI Purchase Agreement (02-18-2022)

With a copy
to:

San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102

San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attention: Real Estate Director

With a copy
to:

Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, CA 94102-4682
Attn: Real Estate and Finance Team

Grantor:

To: San Francisco Bay Area Rapid Transit District
Attn: Abigail Thorne-Lyman
Director, Real Estate and Property
Development
P.O. Box 12688 (LKS-22)
Oakland, CA 94604-2688
Facsimile No.: (510) 464-7583

A properly addressed notice transmitted by one of the foregoing methods shall be deemed received upon confirmed delivery or rejected delivery. Any telephone numbers, e-mail addresses, or facsimile numbers provided by one party to the other are for conveni ence of communication only; neither party may give official or binding notice orally or by e-mail or facsimile transmission.

6. Run with the Land. The provisions of this Easement Deed shall run with the land, burden the Easement Area, and bind and inure to the benefit of the respective successors and assigns of Grantee and Grantor.

7. Exhibits. The Exhibits referenced in this Easement Deed are attached to and made a part of this Easement Deed.

[Remainder of page intentionally left blank.]

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BART TI Purchase Agreement (02-18-2022)
Executed as of this _____ day of ______________, 2022.

GRANTOR:

SAN FRANCISCO BAY AREA RAPID
TRANSIT DISTRICT, a rapid transit district

By: ________________________________

Its: ________________________________

Date:_______________________, 2022

APPROVED AS TO FORM:

By: _________________________
BART Attorney
Office of the General Counsel
ACCEPTED AND AGREED:

CITY AND COUNTY OF SAN FRANCISCO,
a California municipal corporation

By:___________________________
Andrico Q. Penick
Director of Property

Dated:

APPROVED AS TO FORM:

DENNIS J. HERRERA, City Attorney

By:_______________________________
Shari Geller Diamant, Deputy City Attorney

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BART TI Purchase Agreement (02-18-2022)

CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real property conveyed by this deed dated _______________, from the Grantor to the City and County of San Francisco, by and through the San Francisco Public Utilities Commission, is hereby accepted pursuant to Board of Supervisors’ Resolution No. 18110 Series of 1939, approved August 7, 1957, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: __________________ By: _____________________________________ Andrico Penick
Director of Property

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BART TI Purchase Agreement (02-18-2022)
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
) ss
County of _____________ )

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

I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________ (Seal)

State of California )
) ss
County of _____________ )

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

I certify under P enalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________ (Seal)

A-1-1

BART TI Purchase Agreement (01-04-21)
EXHIBIT 1 TO

ACCESS EA SEMENT DEED

[Attach Legal Description of Grantee’s Parcel]

A-2-1

BART TI Purchase Agreement (01-04-21)
EXHIBIT 2 TO

ACCESS EA SEMENT DEED

[Attach Legal Description of Grantor’s Real Property]

A-3-1
BART TI Purchase Agreement (01-04-21)

EXHIBIT 3 TO

ACCESS EA SEMENT DEED

[Attach Depiction of Easement]

B-1
BART TI Purchase Agreement (01-04-21)

EXHIBIT B
TO

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE

TEMPORARY CONSTRUCTION EASEMENT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Director of Property
Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, California 94102

WITH A CONFORMED COPY TO:

San Francisco Public Utilities Commission
Real Estate Services
525 Golden Gate Avenue, 10
th Floor
San Francisco, California 94102
Attn: Real Estate Director
The undersigned hereby declares this
instrument to be exempt from Recording Fees
(Govt. Code § 27383) and Documentary
Transfer Tax (Rev. & Tax. Code §11922).

(Space above this line reserved for Recorder’s use only)

EASEMENT DEED
(Temporary Construction Deed)

(Portion of Assessor’s Parcel 093-330-120)

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, SAN FRANCISCO BAY AREA RAPID TRANSIT, a California special district (“Grantor”), hereby grants to the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corpora tion, by and through its Public Utilities Commission (“ Grantee”), a nonexclusive surface easement, for the right to construct, reconstruct, renew, alter, operate, maintain, replace and repair of a new entrance gate, and corresponding new road connection from Mission Road to an existing access road (the “Easement”), over, across, along, and upon Grantor’s real property in the City of South San Francisco, San Mateo County, California described on the attached Exhibit 1. The specific location of the two portions of Grantor’s real property that are subject to the Easement is depicted in attached Exhibit 2 (the “Easement Area”).

1. Nature of Easement. The Easement Area shall consist of an exclusive surface easement that shall be used primarily for construction of a new entrance gate, and corresponding new road connection from Mission Road to an existing access road, removal of an existing gate, installation of new f encing, construction staging, and general construction- related activities.

Grantee’s rights to use any portion of the Easement Area shall i nclude (a) the right to store, use, and stage construction trailers, equipment, vehicles, machinery, tools, materials, supplies, and excavated soils in connection with the construction of new entrance gate, and corresponding new road connection, removal of an existing gate, and installation of new fencing (the “Work”); (b) the right to improve, repair, and maintain the Easement Area, including grading, installation of paving

B-2
BART TI Purchase Agreement (01-04-21)
and/or crushed rock, fencing, management of vegetation impinging on the Easement Area; and (c) such other rights as are reasonably necessary for the full enjoyment and accomplishment of the purposes of the Easement. Grantee’ s rights under this Easement Deed may be exercised by Grantee’s agents, contractors, subcontractors, suppliers, consultants, employees, licensees, invitees, or representatives, or by other authorized persons acting for or on behalf of Grantee.

2. Term of Easement. The term of the Easement shall commence on the date (the “Commencement Date” ) on which Grantee's contractor first enters the Easement Area to commence staging in connection with the Work after Grantee's issuance of a Notice to Proceed to the contractor. Grantee shall provide, or cause its contractor to provide, at least thirty (30) days ’ advance written notice to Grantor of the Commencement Date. At the request of either party, Grantor and Grantee shall confirm in writing the Commencement Date. The Easement shall expire on the last day of the sixth (6th) full calendar month after the Commencement Date; however, Grantee shall have the option to extend the term on a month- to-month basis not to exceed an additional two (2) months beyond the original expiration term of the easement. Thirty (30) days’ written notice will be given to Grantor if Grantee elects to exercise its option for any such extension. Upon expiration of the extended term, Grantee shall pay Grantor an additional sum for any such extensions at the same rate paid for the initial term (prorated on a monthly basis).

3. Restoration. Upon the earlier of expiration of the term of the Easement or Grantee's completion of the Work, Grantee shall restore, as nearly as reasonably possible, the surface of the Easement Area to its condition immediately prior to the commencement of the Work.

4. Notices. Any notice, consent, or approval required or permitted to be given under this Easement Deed shall be in writing and shall be given by (a) hand delivery, against receipt, (b) reliable next-business-day courier service that provides confirmation of delivery, or (c) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either party may from time to time specify in writing to the other upon five (5) days prior written notice in the manner provided above):

Grantee:

To:

With a copy to:

General Manager
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102

San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94103
Attention: Real Estate Director

With a copy to: Shari Geller Diamant
Deputy City Attorney
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, CA 94102-4682

B-3
BART TI Purchase Agreement (01-04-21)
Grantor:

To: San Francisco Bay Area Rapid Transit District
Attn: Joseph Basuino
Senior Right of Way Officer
P.O. Box 12688 (LKS-22)
Oakland, CA 94604-2688

A properly addressed notice transmitted by one of the foregoing methods shall be deemed received upon confirmed delivery, attempted delivery, or rejected delivery. Any telephone numbers, e -mail addresses, or facsimile numbers provided by one party to the other are for convenience of communication only; neither party may give official or binding notice orally or by e-mail or facsimile transmission.

6. Run with the Land. The provisions of this Easement Deed shall run with the land, burden the Easement Area, and bind and inure to the benefit of the respective successors and assigns of Grantee and Grantor. In the event Grantor sells, conveys, or assigns any property interest encumbered by this Easement Deed, Grantor shall notify the successor or assignee of the rights and obligations of both parties as stated in this Easement Deed.

7. Exhibits. The Exhibits referenced in this Easement Deed are attached to and made a part of this Easement Deed.

[Remainder of page intentionally left blank.]

B-4
BART TI Purchase Agreement (01-04-21)
Executed as of this _____ day of ______________, 2022.

GRANTOR:

SAN FRANCISCO BAY AREA RAPID
TRANSIT, a California special district

By: ________________________________

Its: ________________________________

Date: _______________________, 2022

ACCEPTED AND AGREED:

CITY AND COUNTY OF SAN FRANCISCO,
a California municipal corporation

By: ___________________________
Andrico Penick
Director of Property

SFPUC Resolution:

Dated:

APPROVED AS TO FORM:

DENNIS J. HERRERA, City Attorney

By: __________________________________
Shari Geller Diamant, Deputy City Attorney

B-5
BART TI Purchase Agreement (01-04-21)

CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real property conveyed by this deed dated _______________, from the Grantor to the City and County of San Francisco, by and through the San Francisco Public Utilities Commission, is hereby accepted pursuant to Board of Supervisors’ Resolution No. 18110 Series of 1939, approved August 7, 1957, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: __________________ By: _____________________________________ Andrico Penick
Director of Property

B-6
BART Purchase and Sale Agreement for Access Easement and TCE (2-18-2022) A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
) ss
County of _____________ )

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

I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________ (Seal)

State of California )
) ss
County of _____________ )

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

I certify under P enalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________ (Seal)

B-7
BART Purchase and Sale Agreement for Access Easement and TCE (2-18-2022)

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
) ss
County of _____________ )

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

I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________ (Seal)

State of California )
) ss
County of _____________ )

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

I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature ________________________ (Seal)

118228.1 B-1-1
BART TI Purchase Agreement (01-04-21)

EXHIBIT 1 TO

TEMPORARY CONSTRUCTION EASEMENT D EED

[Attach Legal Description of Grantor’s Real Property]

B-2-1
BART TI Purchase Agreement (01-04-21)
EXHIBIT 2 TO

TEMPORARY CONSTRUCTION EASEMENT DEED

[Attach Depiction of Easement Area]

REG I STERED PROFESSI ONAL ENGI NEER

STATE OF CALI FOR N I A

HOLLY CHAN
C 80432C I V I L
”
WEIGHT
LIMIT
75,000
LBS

C-1
BART TI Purchase Agreement (01-04-21)

EXHIBIT C TO

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE

PRELIMINARY TITLE REPORT

[See following pages]

Chicago Title Company
2150JohnGlennDr,Suite400,,Concord,CA94520
Ph
one: (925)288-8000 ● Fax:

CLTAPreliminaryReportForm (Modified11/17/06) LastSaved: 6/8/202010:28AMbyJM lPrelm(DSIRev.03/11/19) Page1 OrderNo.:15605535 -156-TJK-JM IssuingPolicies ofChicago TitleInsuranceCompany
OrderNo.: 15605535-156-TJK-JM
TO:

Chicago Title Company
One Embarcadero Center,Suite 250
San Francisco, CA 94111
Phone: (415) 291-5100
ATTN: Terina J. Kung
TitleOfficer: JeffMartin
Escrow Officer: TerinaJ.Kung
OneEmbarcaderoCenter, Suite 250
San Francisco,CA94111
(415) 291-5100
PROPERTY ADDRESS: Durkee Costco Access L & P, Colma, CA

AMENDED PRELIMINARY REPORT
In response to the application for a policy of title insurance referenced herein,Ch icago Title Companyhereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One.

Copies of the policy forms should be read. They are available from the office which issued this report.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Florida corporation.

Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefullyconsidered.

Itisimportanttonotethatthispreliminaryreportisnotawrittenrepresentationastotheconditionoftitle andmaynotlistallliens,defectsandencumbrancesaffectingtitletotheland.

Chicago TitleCompany
By:

Authorized Signature

Chicago Title Company
2150JohnGlennDr,Suite400,,Concord,CA94520
Ph
one: (925)288-8000 ● Fax:

CLTAPreliminaryReportForm (Modified11/17/06) LastSaved: 6/8/202010:28AMbyJM lPrelm(DSIRev.03/11/19) Page2 OrderNo.:15605535 -156-TJK-JM

AMENDED PRELIMINARY REPORT
EFFECTIVE DATE: Ma y 15, 2020 at 7:30 a.m., Amended: June 8, 2015, Amendment No. A ORDER NO.: 15605535-156-TJK-JM
Theformofpolicy or policies oftitle insurance contemplatedbythis reportis:

ALTA Extended Loan Policy (6-17-06)
CLTA Standard Coverage Policy (04-08-14)

1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THISREPORT IS:

A Fee

2. TITLETOSAID ESTATEORINTEREST AT THEDATEHEREOF IS VESTED IN:

San Francisco Bay Area Rapid Transit District, a rapid transit district

3. THELAND REFERRED TOINTHISREPORT ISDESCRIBED ASFOLLOWS:

See Exhibit A attached hereto and made a part hereof.

Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 6/8/2020 10:28 AM by JM lPrelm (DSI Rev. 03/11/19) Page 3 Order No.: 15605535-156-TJK-JM

EXHIBIT A
LEG

AL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE TOWN OF COLMA, IN THE COUNTY OF SA
N MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

ACCESS EASEMENT
BEGINNING at the intersection of the southwesterly line of Mission Road with the northeasterly line of the parcel described in Book 10 of Deeds at Page 1, as shown on that certain Record of Survey filed for record on September 28, 2009, in Volume 34 of LLS Maps at Pages 1-61 (said intersection shown on Page 56), Official Records of San Mateo County;
thence North 42°12'09" West, 84.22 feet to the TRUE POINT OF BEGINNING; thence North 42°12'09" West, 23.07 feet to the beginning of a non-tangent curve concave southeasterly, to which point a radial line bears North 47°00' 18" West;
thence along said curve having a radius of 46.78 feet, through a central angle of 66°32'47", for an arc length of

54.33 feet;
thence South 26°46'26" East, 17.94 feet;
thence South 30°47'52" East, 48.17 feet;
thence South 25°17'02" East, 70.16 feet;
thence South 26°58'25" East, 156.06 feet to the beginning of a non-tangent curve concave northeasterly, to which point a radial line bears South 62°39'03" West;
thence along said curve having a radius of 3,184.19 feet, through a central angle of 12°41 '27", for an arc length of 705.29 feet to the beginning of a non-tangent curve concave southwesterly, to which point a radial line bears North 49°57'36" East;
thence along said curve having a radius of 12.50 feet, through a central angle of 13°24'38", for an arc length of

2.93 feet to the beginning of a non-tangent curve concave northeasterly, to which point a radial line bears South 49°07'43" West;
thence along said curve having a radius of 2,894.73 feet, through a central angle of 00°25'37", for an arc length of

21.57 feet to the beginning of a non-tangent curve concave westerly, to which point a radial line bears South 74°23'45" East;
thence along said curve having a radius of 27.42 feet, through a central angle of 55°47'08", for an arc length of

26.70 feet to a non-tangent curve concave northeasterly, to which point a radial line bears South 49°55'42" West; thence along said curve having a radius of 3,172.19 feet, through a central angle of 12°41'24", for an arc length of 704.39 feet;
thence North 26°58'25" West, 156.06 feet;
thence North 25°17'02" West, 70.16 feet;
thence North 17°48'47" West, 65.23 feet to the beginning of a curve concave easterly, to which point a radial line bears South 75°25'28" West;
thence along said curve having a radius of 41.39 feet, through a central angle of 32°41'01", for an arc length of

23.61 feet to the TRUE POINT OF BEGINNING.

Chicago Title Company

EXHIBIT A
(C
ontinued)
CLTA Preliminary Report Form (Modified 11/17/06) La st Saved: 6/8/2020 10:28 AM by JM lPrelm (DSI Rev. 03/11/19) Page 4 Order No.: 15605535-156-TJK-JM NOTE: THE DESCRIPTION CONTAINED HEREIN IS BASED UPON INFORMATION SUBMITTED TO THIS CO
MPANY FOR THE PURPOSE OF THIS REPORT, IT IS NOT BASED UPON A SURVEY. SAID

DESCRIPTION DOES NOT LOCATE THE LAND BY REFERENCE TO MONUMENTS OF RECORD AND IS NOT SUFFICIENT FOR TITLE INSURANCE PURPOSES. LINES AND MONUMENTS THEREIN REFERRED

TO MUST BE LOCATED BY A CORRECT SURVEY, CONSIDERATION BEING GIVEN TO DESCRIPTIONS OF ADJOINING LANDS NOT INTENDED TO BE INCLUDED WITHIN THE DEVELOPMENT AREA. ANY FINAL

REPORT OR POLICY IS DEPENDENT UPON SUCH A PROPER DESCRIPTION BEING FURNISHED AND

WILL BE SUBJECT TO ANY MATTERS DISCLOSED BY THE TITLE SEARCH OF ANY ADDITIONAL LAND DISCLOSED BY SUCH DESCRIPTION.

APN: 093-330-120
Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 6/8/2020 10:28 AM by JM lPrelm (DSI Rev. 03/11/19) Page5 Order No.: 15605535-156-TJK-JM

EXCEPTIONS

AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE
PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS:

1. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2020-2021.

2. All or a part of the Land herein described does not appear to be assessed on the Tax Roll for the year(s) 2019-2020. Said Land is subject to the possible assessment and collection of property taxes for current and prior years.

3. The herein described Land is within the boundaries of the Mello-Roos Community Facilities District(s).

The annual assessments, if any, are collected with the county property taxes. Failure to pay said taxes prior to the delinquency date may result in the above assessment being removed from the county tax roll and subjected to Accelerated Judicial Bond Foreclosure. Inquiry should be made with said District for possible stripped assessments and prior delinquencies.

4. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy.

5. Prior to close of escrow, please contact the Tax Collector's Office to confirm all amounts owing, including current fiscal year taxes, supplemental taxes, escaped assessments and any delinquencies.

6. Any public easements, by usage or otherwise, for street crossings and utility purposes, that may presently exist.

7. Any unrecorded easements in any license or permit that has been conveyed by Instrument by the market street railway company, a corporation, predessor in interest to the herein named vestee.

8. The terms and provisions as contained in the document recorded March 20, 1868, inBook 6, Page 594of Deeds.

9. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, citizenship, immigration status, primary language, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document
Recording Date: June 4, 1901
Recording No: Book 89 of Deeds, Page 362

10. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:

In favor of: Edward D. Mastick
Purpose: Ingress, egress, underground pipes, overhead wires Recording Date: June 4, 1901
Recording No: Book 89 of Deeds, Page 362
Affects: Portion
Chicago Title Company

EXCEPTIONS
(C
ontinued)
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11. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not li
mited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, citizenship, immigration status, primary language, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document
Recording Date: June 4, 1901
Recording No: Book 88 of Deeds, Page 543

12. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:

In favor of: D. O. Mills
Purpose: Egress, underground pipes, overhead wires
Recording Date: June 4, 1901
Recording No: Book 88 of Deeds, Page 543
Affects: Portion

13. Matters contained in that certain document
Entitled: Quitclaim Deed
Dated: April 9, 2009
Executed by: San Mateo County Transit District, a public agency and San Francisco Bay Area Rapid Transit District, a rapid transit district
Recording Date: April 10, 2009
Recording No: 2009-042025, of Official Records
Reference is hereby made to said document for full particulars.

14. Matters contained in that certain document
Entitled: Quitclaim Deed
Dated: May 15, 2009
Executed by: The San Francisco Bay Area Rapid Transit District, a rapid transit district and The City and County of San Francisco, a municipal corporation Recording Date: June 2, 2009
Recording No: 2009-070386, of Official Records
Reference is hereby made to said document for full particulars.

15. Matters contained in that certain document
Entitled: Quitclaim Deed
Dated: May 24, 2016
Executed by: San Mateo County Transit District, a public agency and San Francisco Bay Area Rapid Transit District, a rapid transit district
Recording Date: June 7, 2016
Recording No: 2016-054523, of Official Records
Reference is hereby made to said document for full particulars.

Chicago Title Company

EXCEPTIONS
(C
ontinued)
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16. Any rights of the parties in possession of a portion of, or all of, said Land,wh ich rights are not disclosed by the public records.

The Company willrequire, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage.

The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents.

17. Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof.

18. The Company will require an ALTA/NSPS LAND TITLE SURVEY. If the owner of the Land the subject of this transaction is in possession of a current ALTA/NSPS LAND TITLE SURVEY, the Company will require that said survey be submitted for review and approval; otherwise, a new survey, satisfactory to the Company, must be prepared by a licensed land surveyor and supplied to the Company prior to the close of escrow.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

19. The Company will require that an Owner’s Affidavit be completed by the party(s) named below before the issuance of any policy of title insurance.

Party(s): San Francisco Bay Area Rapid Transit District, a rapid transit district The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit.

20. The Company will require, for its review, an insurable legal description for the Land the subject of this transaction. If a survey is being furnished, the survey must be prepared by a licensed State of California registered land surveyor.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

21. Any claim by reason of the inaccuracy, insufficiency or incompleteness of the Legal Description set forth in Schedule A, its failure to describe all the real property intended to be addressed in this evidence-of-title or the inability to determine the location or configuration thereof.

22. The search did not disclose any open mortgages or deeds of trust of record, therefore the Company reserves the right to require further evidence to confirm that the property is unencumbered, and further reserves the right to make additional requirements or add additional items or exceptions upon receipt of the requested evidence.

Chicago Title Company

EXCEPTIONS
(C
ontinued)
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23. The transaction contemplated in connection with this Report is subject to the review and approval of the Co
mpany’s Corporate Underwriting Department. The Company reserves the right to add additional items or make further requirements after such review.

END OF EXCEPTIONS
Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 6/8/2020 10:28 AM by JM lPrelm (DSI Rev. 03/11/19) Page 9 Order No.: 15605535-156-TJK-JM NOTES

1. None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Fo
rm 100 to an Extended Coverage Loan Policy, when issued.

2. Note: The name(s) of the proposed insured(s) furnished with this application for title insurance is/are:

No names were furnished with the application. Please provide the name(s) of the buyers as soon as possible.

3. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report.

4. Note: The Town of Colma, imposes a transfer tax of $6.10 per thousand, based on the full value of the property at the time a deed or other transfer is recorded. This is in addition to the $1.10 per thousand County transfer tax.

5. Note: The charge for a policy of title insurance, when issued through this title order, will be based on the Basic Title Insurance Rate.

6. The application for title insurance was placed by reference to only a street address or tax identification number. The proposed Insured must confirm that the legal description in this report covers the parcel(s) of Land requested to be insured. If the legal description is incorrect, the proposed Insured must notify the Company and/or the settlement company in order to prevent errors and to be certain that the legal description for the intended parcel(s) of Land will appear on any documents to be recorded in connection with this transaction and on the policy of title insurance.

7. Note: If a county recorder, title insurance company, escrow company, real estate broker, real estate agent or association provides a copy of a declaration, governing document or deed to any person, California law requires that the document provided shall include a statement regarding any unlawful restrictions. Said statement is to be in at least 14-point bold face type and may be stamped on the first page of any document provided or included as a cover page attached to the requested document. Should a party to this transaction request a copy of any document reported herein that fits this category, the statement is to be included in the manner described.

8. Note: Any documents being executed in conjunction with this transaction must be signed in the presence of an authorized Company employee, an authorized employee of a Company agent, an authorized employee of the insured lender, or by using Bancserv or other Company-approved third-party service. If the above requirement cannot be met, please call the Company at the number provided in this report.

9. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage.

10. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities.

11. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor-County Clerk-Recorder.

Chicago Title Company
NOTES
(C
ontinued)
CLTA Preliminary Report Form (Modified 11/17/06) La st Saved: 6/8/2020 10:28 AM by JM lPrelm (DSI Rev. 03/11/19) Page 10 Order No.: 15605535-156-TJK-JM

12. Due to the special requirements of SB 50 (California Public Resources Code Section 8560 et seq.), any tra
nsaction that includes the conveyance of title by an agency of the United States must be approved in advance by the Company’s State Counsel, Regional Counsel, or one of their designees.

END OF NOTES
Jeff Martin/ydg
Wire Fraud Alert Page 1
Original Effective Date: 5/11/2017
Current Version Date: 5/11/2017 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights reserved WireFraudAlert
This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer.

All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars be
cause they simply relied on the wire instructions received via email, without further verification.If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructionsthroughaknown,trustedphonenumberpriortosendingfunds.

In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud.

NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction.

ALWAYS VERIFYwire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify.Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster.

USE COMPLEX EMAIL PASSWORDSthat employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts.

USE MULTI-FACTOR AUTHENTICATIONfor email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature.

For more information on wire-fraud scams or to report an incident, please refer to the following links:

FederalBureauofInvestigation: InternetCrimeComplaintCenter:
http://www.fbi.gov http://www.ic3.gov
FNF PrivacyStatement (Eff.5/1/2015) LastUpdated May 1, 2018 Copyright © 2018. FidelityNational Financial, Inc. AllRights Reserved MISC0219 (DSI Rev. 4/23/18) Page 1 Order No. 15605535-156-TJK-JM FIDELITYNATIONAL FINANCIAL, INC.

PR

IVACY NOTICE
EffectiveJanuary1, 2020
Fi
delityNational Financial, Inc. and its majority-owned subsidiarycompanies(collectively, “FNF,” “our,” or “we”) respect and are committed to protecting your privacy. This Privacy Noticeexplains how we collect, use, and protect personal information,when and to whom we disclosesuch information,and the choices you have aboutthe use and disclosure of that information.

A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary’s website and this PrivacyNotice doesnot apply.

CollectionofPersonalInformation
FNF maycollect the followingcategories of PersonalInformation:
contact information(e.g., name, address,phone number, email address); demographicinformation (e.g., date of birth, gender, marital status); identityinformation (e.g. Social SecurityNumber,driver’s license, passport, or other government ID number); financial account information(e.g. loan or bank accountinformation); and other personalinformation necessaryto provide productsor services to you.

We may collectPersonal Information about you from:
information we receive from you or your agent;
information aboutyour transactions with FNF, our affiliates, or others; and information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others.

CollectionofBrowsingInformation
FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (eachan “FNF Website”) from your Internet browser, computer, and/or device:

Internet Protocol (IP) addressand operating system;
browser version,language, and type;
domain namesystem requests; and
browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website.

Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites.

Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website maybe able to link certain browsing activityto your useraccount.

OtherOnlineSpecifics
Cookies. When you visit an FNF Website, a “cookie” may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer’s hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionalityof the FNF Website.

Web Beacons.

We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites.

Do Not Track.

Currentlyour FNF Websites do not respond to “Do Not Track” features enabledthrough your browser.

Links to Other Sites. FNF Websites may contain links to unaffiliated third-party websites. FNF is not responsible for the privacy practices or content of those websites.We recommend that you read the privacy policyof every website you visit.

UseofPersonalInformation
FNF uses Personal Information for three main purposes:

To provide products and services to you or in connection with a transactioninvolving you.

To improve our products and services.

To communicate with you about our, our affiliates’,and others’ products and services, jointlyor independently.

WhenInformationIsDisclosed
We may disclose your Personal Information and Browsing Information in the followingcircumstances:
to enable us to detect or prevent criminal activity, fraud,material misrepresentation, or nondisclosure; to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions;
to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or servicestoyou;
FNF PrivacyStatement (Eff.5/1/2015) LastUpdated May 1, 2018 Copyright © 2018. FidelityNational Financial, Inc. AllRights Reserved MISC0219 (DSI Rev. 4/23/18) Page 2 Order No. 15605535-156-TJK-JM to law enforcementor authorities in connection with an investigation, or in response to a subpoena or courtorder; or in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safetyof FNF, its customers, or the public.

The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We do share Personal Information among affiliates (other companies owned by FNF) to directly market to you. Please see “Choices with Your Information” to learnhow to restrict that sharing.

We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings.

Security of Your Information
We maintain physical,electronic, and procedural safeguards to protect your Personal Information.

Choices With Your Information
If you do not want FNF to share your information among our affiliates to directly market to you, you may send an “opt out” request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not shareyour Personal Information with nonaffiliates for their use to direct market to you.

Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you.

For California Residents:

We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the “California Privacy” link on our website (https://fnf.com/pages/californiaprivacy.aspx)or call (888) 413-1748.

For Nevada Residents:You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132;email: [email protected].

For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunityto indicate that you do not want a disclosuremadefor marketing purposes.

For Vermont Residents:We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permittedby Vermont law, unless you authorize us to make those disclosures.

Information From Children
The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do notcollect Personal Information from any person that we know to be under the age of thirteen (13) without permissionfrom a parentor guardian.

International Users
FNF’s headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with thisPrivacy Notice.

FNF Website Services for Mortgage Loans
Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the “Service Websites”). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender’s privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender’s privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good-faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this PrivacyNotice, or to protect the rights, property,or safetyof FNF or the public.

Your Consent To This Privacy Notice; Notice Changes; Use of Comments or Feedback By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice’s effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. We may use comments or feedback that you submit to us in any manner without notice or compensation to you.

FNF PrivacyStatement (Eff.5/1/2015) LastUpdated May 1, 2018 Copyright © 2018. FidelityNational Financial, Inc. AllRights Reserved MISC0219 (DSI Rev. 4/23/18) Page 3 Order No. 15605535-156-TJK-JM Accessing and Correcting Information; Contact Us
If you have questions, would like to correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, sendyour requests [email protected],by phone to (888) 934-3354, or by mail to:

Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attn: Chief PrivacyOfficer
CA Discount Notice EffectiveDate: 12/02/2014
NoticeofAvailable Discounts
Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its su
bsidiaries (“FNF”) must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer’s right to be charged the field rate. As such, your transaction may not qualify for the below discounts.

You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for each discount. These discounts only apply to transaction involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four familyresidential dwelling.

FNFUnderwrittenTitleCompany
FNFUnderwriter
FNTC - Chicago Title Company
FNTCCA –Fidelity National Title Company of California
CTIC - Chicago Title Insurance Company
Available Discounts

CREDIT FORPRELIMINARY REPORTSAND/OR COMMITMENTSONSUBSEQUENT POLICIES (CTIC) Where no major change in the title has occurred since the issuance of the original report or commitment, the order may be reopened within 12 or 36 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge.

DISASTER LOANS (CTIC)
The charge for a lender’s Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within 24 months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be 50% of the appropriate title insurance rate.

CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC)
On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church’s obligation the charge for an owner’s policy shall be 50% to 70% of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender’s policy shall be 40% to 50% of the appropriate title insurance rate, depending on the type of coverage selected.

ATTACHMENT ONE

CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY – 1990

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys'feesor expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

3. Defects, liens, encumbrances,adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;
(c) resulting in no loss or damageto the insured claimant; (d) attaching or created subsequentto Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by thispolicy.

4. Unenforceabilityof the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based uponusury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessmentson real propertyor by the public records.

Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agencyor by the public records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which maybe assertedby persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or titleto water, whether or not the matters excepted under (a), (b) or (c) are shown by the publicrecords.

6. Any lien or right to a lienfor services, laboror materialnot shown by the public records.

CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)

ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE

EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs,attorneys'fees, andexpenses resulting from:

1. Governmental police power, and the existenceor violation of those portionsof anylaw or government regulation concerning:
a. building;
b. zoning;
c. land use;
d. improvements on the Land;
e. land division;and
f. environmental protection.

This Exclusiondoes not limit the coverage described in Covered Risk 8.a.,14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion doesnot limit the coverage described in Covered Risk14 or 15.

3. The right to take the Land by condemningit. This Exclusiondoes not limit the coverage described in Covered Risk 17.

4. Risks:
a. that are created, allowed, or agreed to by You, whether or not theyare recordedin the Public Records; b. that are Known to You at the PolicyDate, but not to Us, unless they are recorded in the Public Records at the PolicyDate; c. that result in no loss to You; or
d. that first occur after the PolicyDate - thisdoes not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.

5. Failure to pay value for Your Title.

6. Lack of a right:
a. to any land outsidethe areaspecificallydescribed and referredto in paragraph 3 of ScheduleA; and b. in streets, alleys,or waterways that touch the Land.

This Exclusiondoes not limit the coverage described in Covered Risk 11 or 21.

7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, stateinsolvency, or similar creditors’ rights laws.

8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

9. Negligence by a person or an Entityexercising a right to extract or developminerals, water, or any othersubstances.

LIMITATIONS ON COVERED RISKS
Your insurance for the followingCovered Risks is limitedon the Owner’s Coverage Statementas follows:

For Covered Risk16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liabilityshown in Schedule A.

The deductible amountsand maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount
Our Maximum Dollar
Limit of Liability
Covered Risk 16:

1.00% % of PolicyAmount Shown in ScheduleA or
$2,500.00 (whichever is less) $ 10,000.00
Covered Risk 18:

1.00% % of PolicyAmount Shown in ScheduleA or
$5,000.00 (whichever is less) $ 25,000.00
Covered Risk 19:

1.00% of PolicyAmount Shown in ScheduleA or
$5,000.00 (whichever is less) $ 25,000.00
Covered Risk 21:

1.00% of PolicyAmount Shown in ScheduleA or
$2,500.00 (whichever is less) $ 5,000.00
2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys'fees,or expensesthat arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of anyimprovement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage providedunder Covered Risk 5.
(b) Any governmental police power. This Exclusion1(b) doesnot modifyor limit the coverage provided underCovered Risk 6.

2. Rightsof eminentdomain. This Exclusiondoes not modifyor limit the coverage providedunder Covered Risk 7 or 8.

3. Defects, liens, encumbrances,adverse claims, or other matters (a) created, suffered,assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damageto the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however, this does not modifyor limit the coverage provided underCovered Risk 11, 13 or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceabilityof the lien of the Insured Mortgage because of the inabilityor failure of an Insured to comply with applicable doing- business laws of the state where the Landis situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usuryor any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lienof the Insured Mortgage, is
(a) a fraudulentconveyance or fraudulenttransfer, or
(b) a preferential transfer for any reason not stated in Covered Risk13(b) of thispolicy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b).

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptionsfrom Coverage in a Standard Coverage policywill alsoinclude the following Exceptionsfrom Coverage:

EXCEPTIONS FROM COVERAGE
(Except as provided in Schedule B - Part II,( t(or T)his policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ feesor expenses, thatarise by reason of:
(PART I
(The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptionsfrom Coverage in a Standard Coverage policywill alsoinclude the following Exceptionsfrom Coverage:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or noticesof such proceedings, whether or not shown by the records of such agencyor by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be assertedby persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurateand complete landsurvey of the Land and not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or titleto water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lienfor services, laboror materialnot shown by the Public Records.

PART II
In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that theyare not subordinateto the lienof the Insured Mortgage:) 2006 ALTA OWNER’S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys'fees,or expensesthat arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of anyimprovement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage providedunder Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modifyor limit the coverage providedunder Covered Risk 6.

2. Rightsof eminentdomain. This Exclusion does not modifyor limit the coverage providedunder Covered Risk 7 or 8.

3. Defects, liens, encumbrances,adverse claims, or other matters (a) created, suffered,assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damageto the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however, this does not modifyor limit the coverage provided underCovered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vestingthe Title as shown in Schedule A, is
(a) a fraudulentconveyance or fraudulenttransfer; or
(b) a preferential transfer for any reason not stated in Covered Risk9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptionsfrom Coverage in a Standard Coverage policywill alsoinclude the following Exceptionsfrom Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of:
(The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the Public Records.

7. (Variable exceptions such as taxes, easements, CC&R’s, etc. shown here.) ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (12-02-13)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses which arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26.

6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25.

8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.

9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.

10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.