Treasure Island Wastewater Treatment Plant — CleanPowerSF Sfpuc Commission, August 22, 2023

Treasure Island Wastewater Treatment Plant
Real Estate Acquisition
August 22, 2023
Dina Brasil, Right-of-Way Manager, Real Estate Services Jignesh Desai, Project Manager, Project Management Bureau Wastewater Enterprise
1 History of Treasure Island
2 • Man-made island
• U.S. Navy base from 1941-1993
• Navy quitclaimed to Treasure
Island Development Authority
(TIDA)
• Portions of Treasure Island are
under State Lands Commission
(SLC) jurisdiction; SLC granted
interest to TIDA as Trustee
• TIDA is implementing Treasure
Island/Yerba Buena Island
Development Project
San Francisco History Center/San Francisco Public Library 2 Wastewater Treatment Needs
3 • TIDA is responsible for all
utilities on Treasure Island
• SFPUC provides O&M
services for existing
wastewater facilities as
contract operator
• Existing facilities do not meet
SFPUC standards
• SFPUC is designing and
constructing a new
wastewater treatment plant
3 TI Wastewater Treatment Plant
4 Two Components:
• Treatment Plant
o Treatment and disinfection
o Recycled Water
• Wetlands
o Final stage before discharge
o Public amenity and wildlife
habitat
4 TI WWTP
Real Estate Needs
5 • 2017 MOU between
SFPUC and TIDA
o Fee transfer of real
property for treatment
plant
o Transfer of additional
property for wetlands
• Approved by Board of
Supervisors through
Resolution 303-17
5 SLC and the Public Trust
6 • SLC Jurisdiction of Public Trust Lands
o Treasure Island was engineered on submerged tidelands (sovereign lands) o Public Trust Doctrine
• Trust-consistent uses vs. not trust-consistent uses
o Wastewater treatment plant is not trust-consistent
Serves non-trust properties
o Wetlands are trust-consistent
Public amenity
Natural habitat
6 Trust Exchange and Quitclaim
7 • Trust Exchange between SLC and
TIDA
o Will remove the trust from the
treatment plant parcel
o TIDA will own the parcel
• Quitclaim to SFPUC
o TIDA will immediately transfer
ownership to SFPUC
o No cost to SFPUC
o Requires Certificate of Acceptance,
signed by City’s Director of Property
7 66-Year Lease for Wetlands Site
8 • Lease between TIDA and SFPUC
o TIDA as Landlord
o 66-year term (maximum allowed)
o May be used during construction for
contractor staging
o No cost to SFPUC
8 CEQA
9 • Final Environmental Impact Report (FEIR) for Treasure Island/Yerba Buena Island Redevelopment Project (Case No. 2007.0903E) was certified April 21, 2011
• FEIR included the future wastewater treatment plant project • April 18, 2019, the Planning Department reevaluated the updated design and concluded that there were no substantial changes to the project • April 23, 2019, by Resolution No. 19-0082, this Commission adopted the CEQA Findings
9 10
Questions?
DEPARTMENT Infrastructure AGENDA NO. 9
MEETING DATE August 22, 2023
APPROVAL:

COMMISSION
SECRETARY Donna Hood

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
Real Estate Transaction: Regular Calendar
Right-of-Way Manager: Dina Brasil
Authorize General Manager to Recommend that the San Francisco Director of Property Execute a Certificate of Acceptance for Transfer of Real Property for Treasure Island Wastewater Treatment Plant Site and Approve 66-Year Lease with Treasure Island Development Authority
Summary of
Proposed
Commission Action:

Authorize the General Manager to recommend that the San Francisco Director of Property execute a Certificate of Acceptance to accept an approximately seven-acre parcel , known as Block/Lot 8928/001, in fee and at no cost to the SFPUC, for the future site of the new Treasure Island Wastewater Treatment Plant (TI WWTP); approve the terms and conditions of the transfer; and authorize the General Manager to execute a 66-year lease with the Treasure Island Development Authority, a Calif ornia non-profit public benefit corporation, as landlord, to use a pproximately three acres of land, comprising a portion of Block/Lot 8946/002, at no cost to the SFPUC, for the future development of wetlands appurtenant to the TI WWTP for the final stage of wastewater treatment.

Background: Treasure Island is a former United States Navy (Navy) base located in San Francisco that consists of tw o islands, Treasure Island (TI) and Yerba Buena Island (YBI), connected by a causeway. The Treasure Island Development Authority (T IDA), a City and County of San Francisco agency, now manages TI/YBI. The SFPUC has been operating and maintaining TI and YBI’s existing Navy-installed utility systems under an annually renewe d “Utility Services MOU.” The existing utility systems on TI and YBI do not meet SFPUC standards and are being replaced as part of the larger Treasure Island/Yerba Buena Island Development Project. To become the wastewater utility provider, rather than merely a cont ract operator, the SFPUC reviewed the options for providing wastewater services and elected to construct the TI WWTP.

On April 25, 2017, by Resolution 17-0089, subsequently approved by Board of Supervisors Resolution 303-17, this Commission authorized Real Estate Transaction: Authorize General Manager to Recommend that City’s Director of Property Execute a Certificate of Acceptance for Transfer of Real Property for Treasure Island Wastewater Treatment Plant Site and 66- Year Lease with Treasure Island Development Authority
Commission Meeting Date: August 22, 2023
the General Manager to negotia te and execute a memorandum of understanding (MOU) with TIDA to govern the SFPUC’s
development of the TI WWTP and the necessary property transfers to the City and County of San Francisco (City), through the SFPUC, of fee, easement, and lease interests for the TI WWTP project construction and operation.

On December 13, 2022, by Resolution 22-0201, this Commission awarded Contract No. DB-132, New Treasure Island Wastewater Treatment Plant, to design and cons truct a new wastewater treatment and recycled water facility. TIDA and SFPUC staff have worked together on a transfer of the fee interest to Block/Lot 8928/001 for the new TI WWTP (the TI WWTP Parcel) and negotiated a 66-year lease for the use of an adjacent three-acre portion of Block/Lot 8946/002 for the development and operation of wetlands (the Wetlands Lease Area), which will serve as the final stage of treatment (“polishing”) before the treated wastewater is discharged to the San Francisco Bay.

The TI WWTP Parcel and the Wetlands Lease Area are depicted in the attached drawing titled, “Map Overview of the TI WWTP Parcel and Wetlands Lease Area”.

Transfer of TI WWTP Parcel
The TI WWTP Parcel is currently part of an area planned to be subject to the public trust for fisherie s, navigation, and commerce under a public trust exchange agreement between TIDA and the State Lands Commission (SLC), recorded January 14, 2015. The public trust doctrine requires the SLC to hold de signated resources in trust for the benefit of the public, safeguardi ng public access to waterways and coastline. Uses that do not protect or promote public trust values are not consistent with the trust; construction and operation of a wastewater treatment plant would not be a compatible use. This circumstance necessitated TIDA working with the SLC to finalize a trust exchange to remove the public trust from the TI WWTP Parcel and confirm that TIDA owns the TI WWTP Parcel before it can transfer the same to SFPUC.

All work related to the trust exchange is complete and has been approved by the SLC. The trust ter mination patent was signed by the Governor of the State of Califor nia as of July 2023. TIDA anticipates finalizing the trust exchange by August 31, 2023. Immediately following recordation of the trust exchange documents, and subject to Commission approval and execution of the Certificate of Acceptance by City’s Director of Property, TIDA and the SFPUC would record the quitclaim deed to transfer the TI WWTP Parcel to the SFPUC. 66-Year Lease for Wetlands
Constructed wetlands are artificial wastewater treatment systems consisting of shallow ponds, also known as cells, that are vegetated with aquatic plants that use natural processes to treat wastewater. The SFPUC intends to develop wetlands adjacent to the TI WWTP Parcel Real Estate Transaction: Authorize General Manager to Recommend that City’s Director of Property Execute a Certificate of Acceptance for Transfer of Real Property for Treasure Island Wastewater Treatment Plant Site and 66- Year Lease with Treasure Island Development Authority
Commission Meeting Date: August 22, 2023
to perform the final stage of wastewater treatment, also known as “polishing”. Unlike a wastewater treatment plant, wetland cells are considered a trust-consistent use and the SLC has an interest in preserving public trust land to th e greatest extent possible. TIDA, acting as trustee of the public trust at TI and YBI, has agreed to lease the necessary land for 66 years, the maximum allowable term under the applicable State public trust legislation. SFPUC staff, the City Attorney’s Office, and TIDA have negotiated and agreed to a form of lease agreement.

Environmental
Review:

On April 21, 2011, the Planning Commission and the Treasure Island Redevelopment Authority certified th e Final Environmental Impact Report for the Treasure Island/Ye rba Buena Island Redevelopment Project, including the new wastewater treatment plant and recycled water facility (Case No. 2007.0903E) prepared pursuant to the California Environmental Quality Act (CEQA) by Motion No. 18325 and by Resolution No. 11-14-04/21, respectively.

On April 18, 2019, the Planning Depa rtment reevaluated the updated wastewater treatment plant projec t design and concluded that there were no substantial changes to th e project or circumstances under which the project would be unde rtaken, and no new information which was not known at the time of the Final Environmental Impact Report that would require subseque nt or supplemental environmental review.

On April 23, 2019, by Resolution No. 19-0082, this Commission approved the Project Delivery Method for Project No. CWP11001, New Treasure Island Wastewater Treatment Plant and adopted the CEQA Findings and Mitigation Monitoring and Reporting Program as required by CEQA.

The Final Environmental Impact Report, CEQA Findings, 2011 memo to the Planning Commission, Reso lution No. 19-0082, the Mitigation Monitoring and Reporting Program a nd the 2019 CEQA Note to File can be found here:
https://sfpuc.sharefile.com/d-sbc4f32ed0fbf44f7a67bb78960c51d6b.

Budget & Costs: For the TI WWTP Parcel : There is no cost to the SFPUC for the transfer of the TI WWTP Parcel.

For the Wetlands Lease : There is no rent associated with the SFPUC’s use of the lease area. The SFPUC will pay all costs associated with its use of the Premises, including utilities and services.

Description of
Quitclaim Deed:

Parties to
Quitclaim Deed:

Treasure Island Development Authority a
California non-prof it public benefit
corporation, as Grantor, and City and County of
San Francisco, as Grantee.

Real Estate Transaction: Authorize General Manager to Recommend that City’s Director of Property Execute a Certificate of Acceptance for Transfer of Real Property for Treasure Island Wastewater Treatment Plant Site and 66- Year Lease with Treasure Island Development Authority
Commission Meeting Date: August 22, 2023
Purpose: Quitclaim by TIDA, and acceptance by City, of
all of TIDA’s right, title, and interest in and to
approximately seven (7 ) acres of land to be
used as the site of the TI WWTP.

Location: 600 Portway Passage, Treasure Island, also
known as Block/Lot 8928/001.

Cost: None
Effective Date: Upon execution of the Certificate of
Acceptance by City’s Director of Property.

Description of Lease
Agreement:

Parties to Lease
Agreement:

Treasure Island Development Authority a
California non-prof it public benefit
corporation, as landlor d, and City and County
of San Francisco, acting through the SFPUC, as
tenant.

Term:6 6 y e a r s
Purpose: Construction, operation, ma intenance, repair, and replacement of wetland cells to improve
water quality of treated effluent flows from the
adjacent TI WWTP, related appurtenances, and
perimeter fencing, and for temporary
construction staging related to the adjacent TI
WWTP.

Location: Approximately three (3) acres of land,
comprising a portion of Block/Lot 8946/002.

Rent: None
Commencement
Date:

September 1, 2023
Expiration Date: September 30, 2089
Rental Rate: None
Security
Deposit:

None
Utilities and
Services:

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

Attachments: 1. Form of Quitclaim Deed and Certificate of Acceptance for the TI WWTP

2. Form of 66-year Lease for the Wetlands Lease

3. MOU between TIDA and SFPUC dated April 2017
Real Estate Transaction: Authorize General Manager to Recommend that City’s Director of Property Execute a Certificate of Acceptance for Transfer of Real Property for Treasure Island Wastewater Treatment Plant Site and 66- Year Lease with Treasure Island Development Authority
Commission Meeting Date: August 22, 2023

4. Board of Supervisors Resolution 303-17
Map Overview of TI WWTP Parcel and Wetlands Lease Area

PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO.

WHEREAS, In April 2017, the San Francisc o Public Utilities Commission (SFPUC) and the Treasure Island Development Authority (T IDA) entered a Memorandum of Understanding Regarding Construction of New Wastewater Tr eatment Facilities to Serve Treasure Island and Yerba Buena Island (MOU). On December 13, 2022, by Resolution 22-0201, this Commission awarded Contract No. DB-132, New Treasure Island Wastewater Treatment Plant, for Project No. CWP1101, New Treasure Island Wastewater Treatment Plant (Project), to fulfill its commitment under the MOU; and
WHEREAS, The objective of the Project is to allow the SFPUC to become the wastewater utility provider on Treasure Island/Yerba Buena Island through construction of a new wastewater treatment plant (the TI WWTP); and
WHEREAS, Under the MOU, TIDA agreed to convey to the SFPUC the necessary real property rights for Project construction, including a transfer of the fee interest to the parcel where the TI WWTP will be located and a right to use an additional parcel contiguous to the TI WWTP for the development and operation of wetlands to serve as the final stage of treatment before the treated wastewater is discharged to the San Francisco Bay; and WHEREAS, The SFPUC and TIDA, in coordina tion with the City Attorney’s Office, have negotiated and agreed to a form of Quitclaim Deed to transfer to the SFPUC an approximately seven--acre parcel, known as Bloc k/Lot 8928/001, in fee and at no cost to the SFPUC, for the future site of the TI WWTP (the TI WWTP Parcel); and WHEREAS, The SFPUC and TIDA, in coordination with the City Attorney’s Office, have negotiated and agreed to a form of lease for the SFPUC’s use of approximately three acres of land, comprising a portion of Block/Lot 8946/002, for a term of 66-years, at no cost to the SFPUC, for the future development and opera tion of wetlands appurtenant to the TI WWTP (the Lease); and
WHEREAS On April 21, 2011, the Planning Commission, and the Treasure Island Redevelopment Authority certifie d the Final Environmental Impact Report for the Treasure Island/Yerba Buena Island Redevelopment Project, including the new wastewater treatment plant and recycled water facility, (Case No. 2007.0903E) prepared pursuant to the CEQA by Motion No. 18325 and by Resolution No. 11-14-04/21, respectively; and WHEREAS, On April 18, 2019, the Planning De partment reevaluated the updated wastewater treatment plant project design and co ncluded that there were no substantial changes to the project or circumstances under which th e project would be undertaken, and no new information which was not known at the time of th e Final EIR that would re quire subsequent or supplemental environmental review; and
WHEREAS, On April 23, 2019, by Resoluti on No. 19-0082, this Commission approved the Project Delivery Method for Project N o. CWP11001, New Treasure Island Wastewater Treatment Plant and adopted the CEQA Findi ngs and Mitigation Monitoring and Reporting Program as required by CEQA; and
WHEREAS, The Planning Department is the cu stodian of records, located in File No. 2007.0903E at 49 South Van Ness Avenue, Suite 1400, San Francisco, California; and WHEREAS, The Project files, including th e Final Environmental Impact Report, CEQA Note to File, Resolution No. 19-0082, CEQA Fi ndings and the Mitigation Monitoring and Reporting Program have been made available for review by this Commission 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 Final Environmental Impact Report, the CEQA Findings, the CEQA Note to File, and all written and oral information provided by the Pla nning Department, the pu blic, relevant public agencies, SFPUC staff and other experts and the administrative files for the Treasure Island/Yerba Buena Island Redevelopment Project; now, therefore, be it RESOLVED, This Commission has reviewed a nd considered the Final Environmental Impact Report and the CEQA Note to File and the record as a whole for the Treasure Island/Yerba Buena Island Redevelopment Project, finds that the Final Environmental Impact Report is adequate for its use as the deci sion–making body to execute a Certificate of Acceptance to accept the fee interest to the TI WWTP Parcel to be quitclaimed by the Treasure Island Development Authority and to execute th e Lease, and incorporates the CEQA findings contained in Resolution Number 19-0082 by this re ference thereto as though set forth in this Resolution; and, be it
FURTHER RESOLVED, This Commission further finds that since the Treasure Island/Yerba Buena Island Redevelopment Pr oject Final Environmental Impact Report and CEQA Note to File were finalized, there have been no substantial project changes and no substantial changes in project circumstances th at would require major revisions to the Final Environmental Impact Report 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 woul d change the conclusions set forth in the Final Environmental Impact Report and CEQA Note to File; and, be it FURTHER RESOLVED, That this Commission hereby ratifies, approves, and authorizes all actions taken to date by any City official in connection with these transactions; and, be it FURTHER RESOLVED, That this Commission hereby authorizes the General Manager to recommend that the San Francisco Director of Property execute a Certificate of Acceptance to accept the fee interest to the TI WWTP Parcel to be quitclaimed by TIDA; and, be it FURTHER RESOLVED, That this Commission hereby approves the terms and conditions of the 66-year Lease with TIDA, as landlord, and authorizes and directs the General Manager to execute the Lease; and, be it
FURTHER RESOLVED, That this Commission hereby authorizes the General Manager to enter into any amendments or modifications to the Quitclaim Deed and Lease, including without limitation, the exhibits, t hat the General Manager deter mines, in consultation with the City Attorney; are in the best interest of th e SFPUC; do not increase the rent or otherwise materially increase the obligations or liabilities of the SFPUC; are necessary or advisable to effectuate the purposes and intent of the Lease or this resolution; and are in compliance with all applicable laws, including the San Francisco Charter.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of August 22, 2023.

Secretary, Public Utilities Commission

7,'$4XLWFODLPWR&LW\
)LQDO7UDQVIHU0DS/RW

5(&25',1*5(48(67('%<$1'
:+(15(&25'('5(785172

$WWQ'LUHFWRURI3URSHUW\
5HDO(VWDWH'LYLVLRQ
&LW\DQG&RXQW\RI6DQ)UDQFLVFR
9DQ1HVV$YHQXH6XLWH
6DQ)UDQFLVFR&$

([HPSWIURP5HFRUGLQJ)HHV
*RYW&RGH

DQGIURP'RFXPHQWDU\7UDQVIHU7D[

5HY 7D[&RGHDQG6)%XVDQG
7D[5HJ&RGH

$31
3RUWLRQRI7UHDVXUH,VODQG
6SDFHDERYHWKLVOLQHIRU5HFRUGHU¶V8VH

4XLWFODLP'HHG
)RUJRRGDQGYDOXDEOHFRQVLGHUDWLRQWKHUHFHLSWDQGVXIILFLHQF\RIZKLFKDUHKHUHE\ DFNQRZOHGJHGWKH75($685(,6/$1''(9(/230(17$87+25,7<D&DOLIRUQLD

QRQSURILWSXEOLFEHQHILWFRUSRUDWLRQ
³7,'$´RU³*UDQWRU´
GRHVKHUHE\UHOHDVHUHPLVHDQG
TXLWFODLPWRWKH&,7<$1'&2817<2)6$1)5$1&,6&2DPXQLFLSDOFRUSRUDWLRQDQGLWV

VXFFHVVRUVDQGDVVLJQV
³WKH&LW\´RU³*UDQWHH´
DOORI7,'$¶VULJKWWLWOHDQGLQWHUHVWLQDQGWR
WKHUHDOSURSHUW\ORFDWHGLQWKH&LW\DQG&RXQW\RI6DQ)UDQFLVFR6WDWHRI&DOLIRUQLDGHVFULEHG LQ([KLELWDWWDFKHGKHUHWRDQGLQFRUSRUDWHGKHUHLQ
³3URSHUW\´
LQFOXGLQJDQ\DQGDOOULJKWV
SULYLOHJHVDQGHDVHPHQWVLQFLGHQWDORUDSSXUWHQDQWWRWKH3URSHUW\LQFOXGLQJZLWKRXWOLPLWDWLRQ DQ\DQGDOOPLQHUDOVRLOJDVDQGRWKHUK\GURFDUERQVXEVWDQFHVRQDQGXQGHUWKH3URSHUW\DV ZHOODVDQ\DQGDOOGHYHORSPHQWULJKWVDLUULJKWVZDWHUZDWHUULJKWVULSDULDQULJKWVDQGZDWHU VWRFNUHODWLQJWRWKH3URSHUW\DQGDQ\DQGDOOHDVHPHQWVULJKWVRIZD\RURWKHUDSSXUWHQDQFHVWR WKHH[WHQWWKDWWKH\UXQZLWKWKHODQG

7,'$DQGWKH&LW\DFNQRZOHGJHWKHIROORZLQJ

7,'$WRRNWLWOHWRWKH3URSHUW\E\WKDWFHUWDLQ4XLWFODLP'HHGIRUWKH,QLWLDO&RQYH\DQFH 1DYDO6WDWLRQ7UHDVXUH,VODQGDQG(QYLURQPHQWDO5HVWULFWLRQ3XUVXDQWWR&LYLO&RGH6HFWLRQ

³1DY\7,'$'HHG´
UHFRUGHG0D\DV'RFXPHQW1XPEHU.LQWKH
2IILFLDO5HFRUGVRIWKH&LW\DQG&RXQW\RI6DQ)UDQFLVFR,QWKLV1DY\7,'$'HHGWKH8QLWHG 6WDWHVRI$PHULFDDFWLQJE\DQGWKURXJKWKH'HSDUWPHQWRIWKH1DY\ ³8QLWHG6WDWHV´

ZDUUDQWHGWKDW

7,'$4XLWFODLPWR&LW\
)LQDO7UDQVIHU0DS/RW

³
D
DOOUHPHGLDODFWLRQQHFHV VDU\WRSURWHFWKXPDQKHDOWKDQGWKHHQYLURQPHQW ZLWKUHVSHFWWRDQ\KD]DUGRXVVXEVWDQFHLGHQWLILHGSXUVXDQWWR6HFWLRQ

,
RIWKH&RPSUHKHQVLYH(QYLURQPHQWDO5HVSRQVH
&RPSHQVDWLRQDQG/LDELOLW\$FWRIUHPDLQLQJRQWKH>VXEMHFWSURSHUW\@KDV

EHHQWDNHQEHIRUHWKHGDWHRIWKLV'HHG

E
DQ\DGGLWLRQDOUHPHGLDOD FWLRQIRXQGWREHQHFHVVDU\DIWHUWKHGDWHRIWKLV 'HHGVKDOOEHFRQGXFWHGE\WKH8QLWHG6WDWHV´

3XUVXDQWWRWKH1DY\7,'$'HHGWKDWGHHG¶V³FRQGLWLRQVUHVWULFWLRQVUHVHUYDWLRQVDQG FRYHQDQWV´LQFOXGLQJWKHZDUUDQWLHVUHSURGXFHGDERYH³DUHDELQGLQJVHUYLWXGHRQ´WKH 3URSHUW\LQXUHWRWKHEHQHILWRI7,'$DQGLWVVXFFHVVRUVDQGDVVLJQVLQFOXGLQJWKH&LW\DQG ³UXQZLWKWKHODQGLQSHUSHWXLW\SXUVXDQWWR&DOLIRUQLD&LYLO&RGH6HFWLRQDQGDQG RWKHUDSSOLFDEOHDXWKRULW\´

>signatures on following pages@

7,'$4XLWFODLPWR&LW\
)LQDO7UDQVIHU0DS/RW

,1:,71(66:+(5(2)WKHXQGHUVLJQHGKDYHH[HFXWHGWKLVLQVWUXP HQWWKLVBBBBBB GD\RIBBBBBBBBB

7,'$

75($685(,6/$1''(9(/230(17$87+25,7<

D&DOLIRUQLDQRQSURILWSXEOLFEHQHILWFRUSRUDWLRQ

%\BBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
5REHUW%HFN
7UHDVXUH,VODQG'LUHFWRU

$33529('$672)250

'$9,'&+,8
&LW\$WWRUQH\

%\BBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
&KDUOHV6XOOLYDQ
'HSXW\&LW\$WWRUQH\

DVFRXQVHOWR7,'$

(;+,%,7&(57,),&$7(2)$&&(37$1&($1'$&.12:/('*0(1762)
6,*1$785(6$77$&+('

7,'$4XLWFODLPWR&LW\
)LQDO7UDQVIHU0DS/RW

&(57,),&$7(2)$&&(37$1&(

$VUHTXLUHGXQGHU*RYHUQPHQW&RGH6HFWLRQWKLVLVWRFHU WLI\WKDWWKHLQWHUHVWLQ UHDOSURSHUW\FRQYH\HGE\WKH4XLWFODLP'HHGGDWHGBBBBBBBBBBBB BBIURPWKH7UHDVXUH,VODQG 'HYHORSPHQW$XWKRULW\D&DOLIRUQLDQRQSURILWSXEOLFEHQHILWFRUSRUDWLRQWRWKH&LW\DQG&RXQW\ RI6DQ)UDQFLVFRE\DQGWKURXJK WKH6DQ)UDQFLVFR3XEOLF8WLOL WLHV&RPPLVVLRQ ³*UDQWHH´
LV
KHUHE\ DFFHSWHG SXUVXDQW WR %RDUG RI 6XSHUYLVRUV¶ 5HVROXWLRQ 1R 6HULHV RI

DSSURYHG $XJXVW DQG DSSURYHG E\ WKH 0D\RU RQ $XJXVW DQG WKH *UDQWHH FRQVHQWVWRUHFRUGDWLRQWKHUHRIE\LWVGXO\DXWKRUL]HGRIILFHU

'DWHGBBBBBBBBBBBBBBBBBB %\ BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBB $ Q G U L F R 4 3 H Q L F N
' L U H F W R U R I 3 U R S H U W \

&(57,),&$7(2)$&.12:/('*0(17
2)127$5<38%/,&
$QRWDU\SXEOLFRURWKHURIILFHUFRPSOHWLQJWKLVFHUWLILFDWHYH ULILHVRQO\WKHLGHQWLW\RIWKHLQGLYLGXDOZKRVLJQHGWKH GRFXPHQWWRZKLFKWKLVFHUWLILFDWHLVDWWDFKHGDQGQRWWKHWUX WKIXOQHVVDFFXUDF\RUYDOLGLW\RIWKDWGRFXPHQW 6WDWHRI&DOLIRUQLD

&RXQW\RI

2QBBBBBBBBBBBBBBBBBBBBEHIRUHPHBBBBBBBBBBBBBBBBBBBBBBBBBBBBD1RWDU\3XEOLF SHUVRQDOO\DSSHDUHGBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBZKRSURYHGWRPHRQWKHEDVLVRI VDWLVIDFWRU\HYLGHQFHWREHWKHSHUVRQ
V

ZKRVHQDPH
V

LVDUHVXEVFULEHGWRWKHZLWKLQ
LQVWUXPHQWDQGDFNQRZOHGJHGWRPHWKDWKHVKHWKH\H[HFXWHGWKHVDPHLQKLVKHUWKHLU DXWKRUL]HGFDSDFLW\
LHV
DQGWKDWE\KLVKHUWKHLUVLJQDWXUH
V

RQWKHLQVWUXPHQWWKHSHUVRQ
V
RU
WKHHQWLW\XSRQEHKDOIRIZKLFKWKHSHUVRQ
V
DFWHGH[HFXWHGWKHLQVWUXPHQW
,FHUWLI\XQGHU3(1$/7<2)3(5-85<XQGHUWKHODZVRIWKH6WDWHRI&DOLIRUQLDWKDWWKH

IRUHJRLQJSDUDJUDSKLVWUXHDQGFRUUHFW
:,71(66P\KDQGDQGRIILFLDOVHDO
6LJQDWXUH
7 K L V D U H D I R U R I I L F L D O Q R W D U L D O V H D O

&RXQW\RI

2QBBBBBBBBBBBBBBBBBBBBEHIRUHPHBBBBBBBBBBBBBBBBBBBBBBBBBBBBD1RWDU\3XEOLF SHUVRQDOO\DSSHDUHGBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBZKRSURYHGWRPHRQWKHEDVLVRI VDWLVIDFWRU\HYLGHQFHWREHWKHSHUVRQ
V

ZKRVHQDPH
V

LVDUHVXEVFULEHGWRWKHZLWKLQ
LQVWUXPHQWDQGDFNQRZOHGJHGWRPHWKDWKHVKHWKH\H[HFXWHGWKHVDPHLQKLVKHUWKHLU DXWKRUL]HGFDSDFLW\
LHV
DQGWKDWE\KLVKHUWKHLUVLJQDWXUH
V

RQWKHLQVWUXPHQWWKHSHUVRQ
V
RU
WKHHQWLW\XSRQEHKDOIRIZKLFKWKHSHUVRQ
V
DFWHGH[HFXWHGWKHLQVWUXPHQW
,FHUWLI\XQGHU3(1$/7<2)3(5-85<XQGHUWKHODZVRIWKH6WDWHRI&DOLIRUQLDWKDWWKH

IRUHJRLQJSDUDJUDSKLVWUXHDQGFRUUHFW
:,71(66P\KDQGDQGRIILFLDOVHDO
6LJQDWXUH
7 K L V D U H D I R U R I I L F L D O Q R W D U L D O V H D O

&RXQW\RI

2QBBBBBBBBBBBBBBBBBBBBEHIRUHPHBBBBBBBBBBBBBBBBBBBBBBBBBBBBD1RWDU\3XEOLF SHUVRQDOO\DSSHDUHGBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBZKRSURYHGWRPHRQWKHEDVLVRI VDWLVIDFWRU\HYLGHQFHWREHWKHSHUVRQ
V

ZKRVHQDPH
V

LVDUHVXEVFULEHGWRWKHZLWKLQ
LQVWUXPHQWDQGDFNQRZOHGJHGWRPHWKDWKHVKHWKH\H[HFXWHGWKHVDPHLQKLVKHUWKHLU DXWKRUL]HGFDSDFLW\
LHV
DQGWKDWE\KLVKHUWKHLUVLJQDWXUH
V

RQWKHLQVWUXPHQWWKHSHUVRQ
V
RU
WKHHQWLW\XSRQEHKDOIRIZKLFKWKHSHUVRQ
V
DFWHGH[HFXWHGWKHLQVWUXPHQW
,FHUWLI\XQGHU3(1$/7<2)3(5-85<XQGHUWKHODZVRIWKH6WDWHRI&DOLIRUQLDWKDWWKH

IRUHJRLQJSDUDJUDSKLVWUXHDQGFRUUHFW
:,71(66P\KDQGDQGRIILFLDOVHDO
6LJQDWXUH
7 K L V D U H D I R U R I I L F L D O Q R W D U L D O V H D O

([KLELW

6HSWHPEHU
3URMHFW1R

%.)(1*,1((56
6KRUHOLQH'ULYH6XLWH5HGZRRG&LW\&$_

3DJHRI
EXHIBIT 1

LEGAL DESCRIPTION

TREASURE ISLAND AND YERBA BUENA ISLAND TRUST EXCHANGE
PHASE 3 PUBLIC TRUST TERMINATION LANDS

$OOWKDWFHUWDLQUHDOSURSHUW\VLWXDWHLQWKH&LW\DQG&RXQW\RI6DQ)UDQFLVFR6WDWHRI&DOLIRUQLDEHLQJDOO RI/RWDVVKRZQRQWKDWFHUWDLQ)LQDO7UDQVIHU0DS1RILOHGIRUUHFRUGRQ-XO\LQERRN ++RI6XUYH\0DSVDWSDJHVWKURXJK2IILFLDO5HFRUGVRIVDLG&RXQW\

&RQWDLQLQJDQHWDUHDRIVTXDUHIHHWRUDFUHVPRUHRUOHVV

+RUL]RQWDO'DWXP 5HIHUHQFH6\VWHP
7KHKRUL]RQWDOGDWXPLVWKH1RUWK$PHULFDQ'DWXPRI1$'

(SRFKUHIHUHQFHG
E\WKH´&&6)+LJK3UHFLVLRQ1HWZRUNµ
&&6)+31
3ODQHFRRUGLQDWHVDUHEDVHGRQWKH´&LW\
&RXQW\RI6DQ)UDQFLVFRFRRUGLQDWHV\VWHP
&&6)&6
&&6)&6LVDORZGLVWRUWLRQSURMHFWLRQ
GHVLJQHGIRU&&6)WRSURYLGHSODQHFRRUGLQDWHVLQDJURXQGV\VWHP6HH526ILOHG$SULO LQ%RRN((RI6XUYH\0DSVDWSDJHV2IILFLDO5HFRUGVRIVDLG&RXQW\

$SODWVKRZLQJWKHDERYHGHVFULEHGSDUFHOLVDWWDFKHGKHUHWRDQGPDGHDSDUWKHUHRI

7KLVOHJDOGHVFULSWLRQZDVSUHSDUHGE\PHRUXQGHUP\GLUHFWLRQLQFRQIRUPDQFHZLWKWKHUHTXLUHPHQWV RIWKH3URIHVVLRQDO/DQG6XUYH\RUV
$FW

' D Y L G & - X Q J P D Q Q 3 / 6 ' D W H

END OF DESCRIPTION

-2%12
%< $335 '$7(
68%-(&7
2)
6+25(/,1('5
68,7(
5(':22'&,7<&$

ZZZENIFRP

TIDA – SFPUC 66-Year Lease for Wetlands Parcel
LEASE
between

TREASURE ISLAND DEVELOPMENT AUTHORITY,
a California nonprofit public benefit corporation,
as Landlord,
and

CITY AND COUNTY OF SAN FRANCISCO,
acting by and through its Public Utilities Commission,
as Tenant
for the lease of a portion of
600 Portway Passage,
Treasure Island, San Francisco, California
_____________, 2023
i
TIDA – SFPUC 66-Year Lease for Wetlands Parcel

TABLE OF CONTENTS
Page

1. BASIC LEASE INFORMATION ...........................................................................1

2. PREMISES ..............................................................................................................3

3. TERM ......................................................................................................................3

4. RENT .......................................................................................................................3

5. USE ..........................................................................................................................3

6. INSTALLATION OF IMPROVEMENTS ..............................................................5

7. UTILITIES, LIENS, AND ADDITIONAL SERVICES .........................................6

8. PREMISES CONDITION; COMPLIANCE WITH LAWS ...................................6

9. ASSIGNMENT AND SUBLETTING ....................................................................8

10. DEFAULT; REMEDIES .........................................................................................9

11. INDEMNITIES ......................................................................................................10

12. INSURANCE .........................................................................................................11

13. ACCESS BY LANDLORD ...................................................................................11

14. SURRENDER OF PREMISES .............................................................................12

15. HAZARDOUS MATERIALS ...............................................................................12

16. GENERAL PROVISIONS ....................................................................................14

LIST OF EXHIBITS AND SCHEDULES
EXHIBIT A –Depiction of Lease Premises, Legal Description, and Plat Map EXHIBIT B – Conceptual Design Drawing
EXHIBIT C – Form of Memorandum of Lease
EXHIBIT D – Environmental Disclosures
1 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
LEASE
THIS LEASE (this “Lease”), dated for reference purposes only as of __________, 2023, is by and between TREASURE ISLAND DE VELOPMENT AUTHORITY, a California non- profit public benef it corporation (“ Landlord” or “TIDA”), and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“ City”), acting by and through its Public Utilities Commission (“SFPUC”). For the purposes of this Lease, “ Party” means Landlord or City and “Parties” means both Landlord and City.

Landlord and City hereby agree as follows:

1. BASIC LEASE INFORMATION
The following is a summary of basic lease information (the “Basic Lease Information”).

Each item below shall be deemed to incorporate all of the terms in this Lease pertaining to such item. In the event of any conflict between the information in this Section and any more specific provision of this Lease, the more specific provision shall control.

Lease Reference Date: ______________, 2023
Landlord: TREASURE ISLAND DEVELOPMENT

AUTHORITY
Tenant: CITY AND COUNTY OF SAN FRANCISCO,
by and through its Public Utilities Commission
Premises (Section 2.1):

Approximately three (3) acres of land,
comprising a portion of Block/Lot 8946/002, as
shown on the attached Exhibit A. The Premises
are located on lands held by TIDA, as trustee of
the public trust for fisheries, navigation, and
commerce.

Term (Section 3):

Commencement Date: ______________, 2023
Expiration Date: ________________, 2089
Rent (Section 4):

None.

Permitted Use (Section 5.1): Construction, operation, main tenance, repair, and replacement of wetland cells to improve water
quality of treated effluent flows from the adjacent
Treasure Island Wastewater Treatment Plant,
related appurtenances, and perimeter fencing, and
for temporary construction staging related to the
adjacent Treasure Island Wastewater Treatment
Plant.
2 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
Leasehold Improvements (Section 8.1): None. Landlord shall deliver the Premises to City in its “as-is” condition, without improvements.

Utilities (Section 7.1): Paid by City.

Notice Address of Landlord
(Section 16.1):

Treasure Island Development Authority
1 Avenue of the Palms, Suite 241
Treasure Island, San Francisco, CA 94130
Attention: Treasure Island Director
with copies to Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, CA 94102-4682
Attn: Real Estate Team leader
(TIDA)
Key Contact for Landlord: R obert Beck, TI Director
Landlord Contact Telephone No.: (415) 794-1129
City’s Notice Address (Section 16.1):

Real Estate Services Division
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10
th Floor
San Francisco, California 94102
Attn: Real Estate Director
Re: Treasure Island Wetlands Lease
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 Team Leader
Re: Treasure Island Wetlands Lease
(SFPUC)
Key Contact for City: Real Estate Director, SFPUC Real Estate Services Division
City’s Key Contact Telephone No.: (415) 487-5210
Alternate Contact for City: Assistant General Manager,
SFPUC Wastewater Enterprise
Alternate City Contact Telephone No.: (415) 554-3155
3 TIDA – SFPUC 66-Year Lease for Wetlands Parcel

2. PREMISES

2.1 Lease Premises
Landlord leases to City, and City leases from Landlord, subject to the provisions of this Lease, the entire land identified in the Basic Lease Information and shown on the site plan attached as Exhibit A (the “Premises”). The Premises contain the area specified in the Basic Lease Information.

2.2 Disability Access
In accordance with Civil Code Section 1938, Landlord hereby discloses that the Premises have not been inspected by a Certified Access Specialist to determine if the Premises meets applicable construction-related accessibility standards pursuant to California Civil Code Section

55.53. 3. TERM
The Premises are leased for a term (the “Term”) commencing on the date specified in the Basic Lease Information as the commencement date (the “Commencement Date”). The Term of this Lease shall end on the expiration date specified in the Basic Lease Information (“Expiration Date”), which date is sixty-six (66) years after the Commencement Date, or such earlier date on which this Lease terminates pursuant to the provisions of this Lease.

4. RENT
No rent will be required in connection with this Lease; provided, City shall be responsible for all costs arising from its use and operations on the Premises.

5. USE

5.1 Permitted Use
City may use the Premises for (a) construction, operation, maintenance, repair, and replacement of wetland cells to improve water quality of treated effluent flows from the adjacent Treasure Island Wastewater Treatment Plant and related appurtenances and perimeter fencing (collectively, “Improvements”) which are conceptually depicted in Exhibit B, throughout the Term of this Lease, and (b) temporary construction staging related to the adjacent Treasure Island Wastewater Treatment Plant (“TCS Use”) only for so long as the Treasure Island Wastewater Treatment Plant is under construction and in any event for no longer than five years from the Commencement Date, and for no other use without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

The Premises are subject to the public trust for commerce, navigation, and fisheries (the “Public Trust”). TIDA has determined in its capacity as trustee of the Public Trust that the Improvements are consistent with the Public Trust for a variety of reasons, including but not limited to their complement to the design and use of the abutting shoreline open space, as wetland cells will simulate natural wetlands in appearance. To ensure this effect while protecting 4 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
open space users, the Improvements shall include perimeter fencing along the Premises’ eastern boundary that is sufficient to discourage the public from trespassing into the wetlands, that is no more than four feet high, and that does not have the appearance of chain-link or similar industrial security fencing.

City’s TCS Use of the Premises may be terminated in favor of uses consistent with the Public Trust as they arise and no new structures or improvements related to the TCS Use on the Premises will be allowed that could, as a practical matter, prevent or inhibit the Premises from being converted to any permissible Public Trust-related use should the property become necessary therefore. TIDA hereby determines that there is no immediate Public Trust-related need for the Premises subject to the TCS Use and that the TCS Use will not interfere with existing Public Trust uses or purposes.

City acknowledges that the Premises are subject to land use restrictions and access rights as set out in that certain Quitclaim Deed for the Initial Conveyance Naval Station Treasure Island and Environmental Restriction Pursuant to Civil Code Section 1471 (“Navy/TIDA Deed”), recorded May 29, 2015, as Document Number 2015-K068758 in the Official Records of the City and County of San Francisco. Any use or activity that is inconsistent with restrictions set out or referenced in the Navy/TIDA Deed is not a permitted use of the premises.

5.2 Interference with Access
Landlord shall provide to City access to the Premises twenty-four (24) hours per day, seven (7) days per week.

5.3 Navy Reserved Rights
The quitclaim deed (the “Quitclaim Deed”) that transferred fee title to certain property, including the Premises, from the United States Navy to TIDA, provides, among other things, that “United States retains and reserves a perpetual and assignable easement and right of access on, over, and through the Property, to enter upon the Property in any case in which a remedial action or corrective action is found to be necessary on the part of the United States, without regard to whether such remedial action or corrective action is on the Property or on adjoining or nearby lands” (the “Navy Reserved Rights”). The “Property” described in the Quitclaim Deed includes the Premises. Accordingly, City may not conduct operations, or make any alterations, that would adversely interfere with or otherwise restrict the Navy Reserved Rights, including environmental cleanup or restoration actions by the Navy, or their contractors and agents. Unless otherwise provided by the Navy, environmental cleanup, restoration, or testing activities by the Navy or their contractors and agents will take priority over City’s use of the Premises in the event of any conflict. TIDA and the City will use good faith effort s to work with the Navy or other party to properly sequence environmental cleanup, restoration, and testing activities to minimize adverse impacts to City’s construction schedule or operation of the wetlands.

5.4 No Unlawful Uses, Nuisances or Waste
Without limiting the foregoing, City may not use, occupy, or permit the use or occupancy of any of the Premises in any unlawful manner or for any illegal purpose, or permit any offensive, noisy or hazardous use or any waste on or about the Premises. City may not use or 5 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
apply or allow the use or application of any pesticides on the Premises without first receiving Landlord’s written approval of an integrated pest management plan.

6. INSTALLATION OF IMPROVEMENTS

6.1 Approval of Plans and Specifications
City will install the Improvements in accordance with plans and specifications, a copy of which will be provided to Landlord in advance of construction activities. City may make any repairs or changes that are determined to be necessary or advisable by City. On completion of construction, City will provide Landlord with copies of as-built plans of the Improvements.

6.2 Title to Improvements
City’s Personal Property (as defined in Section 6.3 (City’s Personal Property)) and all appurtenances, fixtures, improvements, equipment, additions, and other property permanently installed in the Premises as of the Commencement Date or during the Term shall be and remain City’s property.

6.3 City’s Personal Property
All furniture, furnishings, equipment, trade fixtures, and articles of movable personal property installed in the Premises by or for the account of City and that can be removed without structural damage to the Premises (collectively, “City’s Personal Property”) shall be and remain City’s property. At any time during the Term, City may remove any of City’s Personal Property, provided City shall repair any damage to the Premises resulting from such removal.

Upon the expiration or earlier termination of this Lease, City shall remove City’s Personal Property from the Premises in accordance with Article 14 (Surrender of Premises), below.

Landlord acknowledges that some of City’s Personal Property may be financed by an equipment lease financing otherwise subjected to a security interest, or owned by an equipment company and leased to City. Upon City’s reasonable request, Landlord shall execute and deliver a commercially reasonable document required by any supplier, lessor, or lender in connection with the installation in the Premises of any items of City’s Personal Property, pursuant to which Landlord waives any rights it may have or acquire with respect to City’s Personal Property, so long as the supplier, equipment lessor or lender agrees that it (a) will remove the City’s Personal Property from the Premises within thirty (30) days after the Expiration Date (but if it does not remove City’s Personal Property within such time it shall have waived any rights it may have had to City’s Personal Property), (b) will compensate Landlord for reasonable rent for any period of occupation of the Premises required for removal of City’s Personal Property, and (c) will repair any damage caused by the removal of City’s Personal Property. Landlord shall recognize the rights of any supplier, lessor, or lender who has an interest in any items of City’s Personal Property to enter the Premises and remove such property at any time during the Term or within ten (10) days after the Expiration Date.

6.4 Security, Fencing, Maintenance, and Repair
City will be responsible, at its sole cost, for the security of the Premises and for maintenance and repair of the Premises and the Improvements, including without limitation the installation of fencing as described in Section 5.1 above, during the term of this Lease. Such 6 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
maintenance shall include, but is not limited to, removal of any debris deposited on the Premises.

Landlord shall have no security, maintenance, or repair obligations for the Premises and the Improvements during the term of this Lease.

6.5 Public Access and Recreation
Landlord will not construct, nor will Landlord allow to be constructed, any trails, roads, viewing platforms, or other improvements providing for public access or recreation on the Premises.

7. UTILITIES, LIENS, AND ADDITIONAL SERVICES

7.1 Utilities
On the Commencement Date, the Premises will have no existing utilities (electricity, gas, water). If City desires any electrical, gas, or water service at the Premises during the Term, City shall be solely responsible for all costs related to any such service (including usage, installation, operations, maintenance, and removal).

7.2 Liens
City will keep the Premises free from any liens arising out of any work performed, material furnished, or obligations incurred by or for City.

8. PREMISES CONDITION; COMPLIANCE WITH LAWS

8.1 Premises Condition and La ndlord’s Compliance with Laws (a) City covenants and agrees that Landlor d will not be responsible for, and City waives and releases Landlord and its board or commission members, employees and officers for, any claims relating to the condition of the Premises. On the Commencement Date, the Premises shall consist of vacant land with no improvements apart from grading. Except as set forth in this Lease, Landlord shall not be obligated to provide or pay for any improvement, remodeling, or refurbishment work or services related to the Premises and City shall accept the Premises in its “AS-IS, WHERE IS” condition. Landlord has disclosed or provided copies or access to the matters referenced in the Quitclaim Deed. Whenever the term “ to Landlord’s actual knowledge” is used in this Lease it shall mean the actual knowledge of TIDA without any duty of inquiry and investigation and in no event shall any elective or appointive board or commission member, employee, officer, or agent of TIDA have any personal liability therefor. (b) Seismic Report. Wit hout limiting Section 8.1 (a) above, City expressly acknowledges that it received and read that certain report dated August 1995, entitled “Treasure Island Reuse Plan: Physical Characteristics, Building and Infrastructure Conditions” prepared for the Office of Military Base Conversion, Department of City Planning, and the Redevelopment Agency of the City and County of San Francisco (the “Seismic Report”). The Seismic Report, among other matters, describes the conditions of the soils of the Premises and points out that in the area where the Premises are located, an earthquake of magnitude 7 or greater is likely to cause the ground under and around the Premises to spread laterally to a distance of ten (10) or more feet and/or result in other risks.
7 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
(d) Flood Risk. As part of the Nationa l Flood Insurance Program (“NFIP”), Federal Emergency Management Agency (“FEMA”) issued the final flood insurance rate maps (“FIRMs”) for City and County of San Francisco on September 23rd, 2020, concluding a process that had been going on for more than a decade. This is the first time FEMA mapped flood risks for the City and County of San Francisco. FIRMs were later adopted by the Board of Supervisors through Ordinance 226-20 (“Floodplain Management Program Ordinance”) and became effective on March 23, 2021.

Based on detailed studies of coastal flood hazards associated with San Francisco Bay and the Pacific Ocean, the final FIRMs designate portions of the City and County of San Francisco (“City”), including portions of the waterfront, Mission Bay, Islais Creek, Bayview Hunters Point, Hunters Point Shipyard, Candlestick Point, Treasure Island, San Francisco International Airport, and Ocean Beach, in coastal flood hazard areas. Referred to as "Special Flood Hazard Areas" (“SFHAs”), these areas are subject to inundation during a flood having a 1 percent chance of occurrence in any given year. They are shown as zones beginning with the letter "A" or "V" on the FIRMs.

The FIRM provides flood risk information for flood insurance and floodplain management purposes under the NFIP. The SFHAs, shown on the FIRM, may impact flood insurance requirements and rates, permitting, and building requirements for tenants and permit holders for property in designated SFHAs on the FIRM. Flood insurance is available through the NFIP and the private market. Flood insurance for Zone D areas is not available through NFIP.

Pre-FIRM buildings of any type are not required to buy flood insurance. For more information on purchasing flood insurance, please contact your insurance agent.

City’s Floodplain Management Program ordinance is based on NFIP requirements. Under the ordinance, the City must regulate new construction and substantial improvements or repairs to structures in SFHAs to reduce the risk of flood damage. The requirements may include elevation or floodproofing of structures and attendant utilities.

Additional information on this matter are available on the City and FEMA websites as listed below:

San Francisco Floodplain Management Program website:
https://onesanfrancisco.org/floodplain-management
FEMA's NFIP website:
www.FloodSmart.gov.
(e) Well Protection. Landlord has adopted a Well Protection Plan for protection of soil vapor and groundwater wells associated with the Navy environmental cleanup program.

City is responsible for compliance with the Well Protection Plan for any well located within the Premises. City must keep wells within the Premises visible and accessible at all times.

Accessibility must be maintained to support observation and sampling of the well by the Landlord and its agents and regulators. City must report any well damage to wells within the Premises to Landlord within 24 hours. City is informed that the Navy or Landlord may enter the Premises to observe or sample any wells. City must obtain a dig permit before any excavation within the Premises. If City completes subsurface excavation activities in proximity to wells, a 8 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
minimum of five feet between the edge of the well cover and the wall of the excavation must be maintained.
(f) Staged Soil Management. Landlord has adopted a Contingency Plan for environmental management on former Navy properties. City is responsible for compliance with the Contingency Plan within the Premises. City may not stockpile or manage soil, fill materials, or construction debris that may be impacted by environmental contaminants. In accordance with plans approved by Landlord, City may temporarily stockpile construction debris (asphalt, concrete, brick, rock, lumber, etc.) as long as the debris is not mixed with soil and does not exhibit visual or olfactory indicators of contamination. (g) Import Soils and Fill Material. The import of soil or fill materials within the Premises is prohibited unless performed in accordance with a process approved and overseen by the California Department of Toxic Substances Control (“DTSC”). Provisions of this process include analytical testing of any soil or fill material for potential environmental contaminants and comparison of results of allowable concentrations for import fill. If import of soils or fill materials are needed, City will notify Landlord for assistance performing the required sampling.

8.2 City’s Compliance with Laws
City shall use, keep, and maintain the Premises during the Term in compliance with applicable present or future federal, state, local, and administrative laws, rules, regulations, orders and requirements (collectively, “Laws”). City shall be responsible for complying with any applicable requirements of the Americans With Disabilities Act of 1990 and Title 24 of the California Code of Regulations and all other applicable federal, state, local, and administrative laws, rules, regulations, orders, and requirements intended to provide equal accessibility for persons with disabilities (collectively, “Disabilities Laws”). Without limiting Section 11.1 (City’s Indemnity), City shall Indemnify Landlord against any and all Claims arising out of City’s failure to comply with all applicable Laws as provided in this Section.

8.3 Regulatory Approvals
City agrees that City’s use of the Premises may require authorizations, approvals, or permits (each a “Regulatory Approval”). from governmental regulatory agencies with jurisdiction over the Premises (each a “Permitting Agency”). City will be solely responsible for obtaining all regulatory approvals. City will not seek any Regulatory Approval without first obtaining the written consent of Landlord, which will not be unreasonably withheld; provided, however, City will not agree to the imposition of conditions or restrictions in connection with its efforts to obtain a Regulatory Approval if Landlord is required to be a co-permittee under such permit or the conditions and/or restrictions in the permit could create any obligations on the part of Landlord or could otherwise encumber, restrict or change the use of any of Landlord’s property, unless in each instance, Landlord has previously approved, in Landlord’s sole and absolute discretion, such conditions or restrictions. City will bear all costs associated with applying for, obtaining and maintaining any necessary or appropriate regulatory approval.

9. ASSIGNMENT AND SUBLETTING
City may directly assign, sublet, or otherwise transfer its interest in or rights with respect to the Premises or its leasehold estate under this Lease in connection with any assignment or 9 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
transfer of the Treasure Island Wastewater Treatment Plant located adjacent to the Premises to another public utility or another City agency or department without the prior written consent of Landlord; provided, however, if the public utility is not a City agency, then the assignment must also require that the assignee abide by all the then applicable City requirements for leases of real property and the assigned lease will be revised to include such provisions as of the effective date of the assignment (collectively, “City Lease Requirements”). Any other assignment, sublease or transfer of its interest in this Lease (other than the City engaging one or more contractors to perform the work or uses allowed under this Lease) requires inclusion of the City Requirements in the assigned or transferred Lease or sublease, as applicable, and the consent of Landlord, which consent may be granted or withheld in its sole discretion and any other assignment.

Nothing in this Article 9 shall permit City to encumber, pledge, or hypothecate City’s interest in this Lease, including its leasehold estate, without Landlord’s consent, which consent may be withheld at Landlord’s sole discretion.

City shall provide Landlord with notice and a copy of any instrument governing such assignment, sublet, or other transfer of its interest in the Premises or this Lease immediately upon the earlier of the effective date or the execution of such instrument.

In no event shall City be released from liability under this Lease in connection with any assignment of this Lease or subletting of the Premises or any other transfer of all or part of the Premises or this Lease as permitted or approved by the terms of this Article 9.

10. DEFAULT; REMEDIES

10.1 Events of Default by City
Any of the following shall constitute an event of default by City hereunder:
(a) City abandons the Premises (within the meaning of California Civil Code Section 1951.3); or
(b) City’s, and City’s agents’, contractors’, licensees’ or invitees’, failure to perform any covenant or obligation of City under this Lease and to cure such non-performance within sixty (60) days of written notice by Landlord shall constitute a default hereunder, provided that if more than sixty (60) days are reasonably required for such cure, no event of default shall occur if City commences such cure within such period and diligently prosecutes such cure to completion.

10.2 Landlord’s Remedies
Upon the occurrence of any event of default by City that is not cured within the applicable grace period as provided above, Landlord shall have all rights and remedies available pursuant to law, in equity, or granted under this Lease, including the following:
(a) Landlord may cure such default at City’s expense if such default continues after sixty (60) days from the date Landlord gives notice to City of Landlord’s intention to perform such cure and City is not diligently pursuing cure of such default; and 10 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
(b) The rights and remedies provided by California Civil Code Section 1951.2 (damages on termination for breach), including, but not limited to, the right to terminate City’s right to possession of the Premises.
(c) The rights and remedies provided by California Civil Code Section 1951.4 (continuation of lease after breach and abandonment), which allows Landlord to continue this Lease in effect and to enforce all of its rights and remedies under this Lease for so long as Landlord does not terminate City’s right to possession, if City has the right to sublet or assign, subject only to reasonable limitations.

10.3 Landlord’s Default
If Landlord fails to perform any of its obligations under this Lease, then (without limiting any of City’s other cure rights under this Lease), at City’s sole option, City may cure such default at Landlord’s expense if such default continues after sixty (60) days from the date City gives notice to Landlord of City’s intention to perform such cure. In the case of a default that cannot be reasonably cured within such sixty (60)-day period, no event of default shall occur if City commences such cure within such period and diligently prosecutes such cure to completion.

City’s rights under this Section shall not limit in any way any of its other rights and remedies under this Lease or at law or in equity.

11. INDEMNITIES

11.1 City’s Indemnity
City shall indemnify, defend, and hold harmless (“Indemnify”) Landlord and its Agents (defined below in Section 16.5 (Parties and Their Agents; Approvals)) from and against any and all claims, costs, and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Claims”), arising from (a) any default by City in the performance of any of its material obligations under this Lease, (b) any acts or omissions of City or its Agents in, on, or about the Premises or (c) damage to property and injury to persons in, on, or about the Premises; provided, however, City shall not be obligated to Indemnify Landlord or its Agents to the extent any Claim arises out of any acts or omissions of the Navy or the gross negligence or willful misconduct of Landlord or its Agents. In any action or proceeding brought against Landlord or its Agents by reason of any Claim Indemnified by City pursuant to this Lease, at its sole option, City may elect to defend such Claim by attorneys in City’s Office of the City Attorney, by other attorneys selected by City, or both. City shall have the right to control the defense and to determine the settlement or compromise of any action or proceeding, provided that Landlord shall have the right, but not the obligation, to participate in the defense of any such Claim at its sole cost. In addition to the foregoing, City hereby assumes all risk of damage to property and injury to persons in, on, or about the Premises, from any cause whatsoever (other than as a result of any breach of Landlord’s obligation under this Lease or due to the gross negligent acts or willful misconduct of Landlord or its Agents) and agrees that Landlord and its Agents shall not be liable for, and are hereby released from any responsibility for any damage to property or injury to persons or resulting from the loss of use of property, which damage or injury is sustained by City or by other persons claiming by or through City, including, without limitation, its Agents and Invitees (defined below in Section 16.5 (Parties and Their Agents; Approvals)).

City’s obligations under this Section shall survive the termination of the Lease. 11 TIDA – SFPUC 66-Year Lease for Wetlands Parcel

11.2 Landlord’s Indemnity.

Landlord shall Indemnify City and its Agents against any and all Claims incurred as a result of any negligent acts or omissions of Landlord or its Agents in, on, or about the Premises; provided, however, Landlord shall not be obligated to Indemnify City or its Agents to the extent any Claim arises out of the acts or omissions of the Navy or the negligence or willful misconduct of City or its Agents. In any action or proceeding brought against City or its Agents by reason of any Claim Indemnified by Landlord under this Lease, at its sole option, Landlord may elect to defend such Claim by attorneys selected by Landlord. Landlord shall have the right to control the defense and to determine the settlement or compromise of any action or proceeding, provided that City shall have the right, but not the obligation, to participate in the defense of any such Claim at its sole cost. Landlord’s obligations under this Section shall survive the termination of this Lease.

12. INSURANCE

12.1 City’s Self-Insurance
Landlord acknowledges that City maintains a program of self-insurance and agrees that City shall not be required to carry any insurance with respect to this Lease. City assumes the risk of damage to any of City’s Personal Property, except for damage caused by Landlord or its Agents.

City will cause SFPUC’s contractor(s) engaged for construction, maintenance, operation, or repair of the Improvements on the Premises to procure and maintain insurance in types and amounts determined in consultation with the City Risk Manager. Landlord shall be included as an additional insured with respect to any such insurance. City shall require Landlord to be included as an indemnified party in any indemnification provision between City and contractors and agents hired by the SFPUC in connection with its use of the Premises.

12.2 Waiver of Subrogation
Notwithstanding anything to the contrary in this Lease, Landlord hereby waives any right of recovery against City for any loss or damage relating to the Premises or any operations or contents therein, whether or not such loss is caused by the fault or negligence of City, to the extent such loss or damage is actually recovered from insurance held by Landlord or its agents.

Landlord shall obtain a waiver of subrogation endorsement from applicable insurance carriers issuing policies relating to the Premises, provided, Landlord’s failure to do so shall not affect the above waiver. If City self-insures any risks to which coverage would otherwise be required under this Lease, City’s self-insured protection shall be deemed to include the waivers of subrogation and City will consider Landlord as an additional covered party under City’s self- insured protection with respect to liability arising from the acts and omissions of City’s employees and City shall not be relieved of its indemnification obligations under this Lease.

13. ACCESS BY LANDLORD
The Premises constitute a portion of City’s wastewater treatment facility and Landlord’s rights of access will be exercised solely pursuant to this Section 13. Landlord will coordinate access with City in advance following City’s completion of initial construction on the Premises. 12 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
In all cases, Landlord will comply with City’s safety and security measures when accessing the Premises.

In order to carry out its duties as trustee of the public trust, Landlord and its agents shall have the right to inspect the Premises (including to observe and inspect any wells as described in Section 8.1(e). Landlord shall provide the City with no less than seventy-two (72) hours’ notice of such inspection. City shall provide Landlord’s Agents with all access required for such inspection. During such inspection, Landlord shall minimize interference with City’s permitted uses of the Premises. Unless otherwise provided by City, Landlord’s Agents may not enter the Premises without an authorized City representative and City will make commercially reasonable efforts to make an authorized City representative available to accompany Landlord’s Agents.

Landlord’s Agents will follow all safety regulations while on the Premises. Landlord will not be estopped from taking any action (including, but not limited to, later claiming that any use of the Premises is unauthorized) nor be required to take any action as a result of any such inspection.

14. SURRENDER OF PREMISES
Upon the expiration or sooner termination of this Lease, City shall surrender the Premises to Landlord in good order and condition, reasonable use and wear and damage by fire or other casualty excepted. City will not be obligated to restore the Premises to the initial grading or to remove any underground pipes. City will decommission and abandon pipes in place in accordance with then-current industry standards unless Landlord directs that any or all such pipe be left in operation. If Landlord directs that any pipe be left in operation, Landlord accepts the pipe in its as-is condition, subject to all faults. Prior to the Expiration Date, City shall remove from the Premises all of City’s Personal Property. City’s obligations under this Section shall survive the expiration or earlier termination of this Lease.

15. HAZARDOUS MATERIALS

15.1 Definitions
As used in this Lease, the following terms are defined as follows:
(a) “Environmental Laws” shall mean any federal, state, local, or administrative law, rule, regulation, order or requirement applicable to the Premises relating to industrial hygiene, environmental conditions or Hazardous Material, whether now in effect or hereafter adopted.
(b) “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 health or safety or to the environment. Hazardous Material includes, without limitation, any material or substance defined as a “hazardous substance,” or “pollutant” or “contaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”, also commonly known as the “Superfund” law), as amended (42 U.S.C. Section 9601 et seq.), or pursuant to Section 25316 of the California Health & Safety Code; any “hazardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of any structure on or about the 13 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
Premises or are naturally occurring substances on or about the Premises; and petroleum, including crude oil or any fraction thereof, natural gas, or natural gas liquids. (c) “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 in, on, under, or about the Premises.

15.2 Landlord’s Disclosure
California Law requires landlords to disclose to tenants the presence or potential presence of certain Hazardous Materials. Accordingly, City is hereby advised that Hazardous Materials (as herein defined) may be present on or near the Premises, including the Hazardous Materials described in the reports listed in Exhibit D, copies of which have been delivered to or made available to City. By execution of this Lease, City acknowledges that the notice set forth in this section satisfies the requirements of California Health and Safety Code Section 25359.7 and related Laws. City must disclose the information contained in this Section 15.2 to any subtenant, licensee, transferee, or assignee of City's interest in this Lease. City also acknowledges its own obligations pursuant to California Health and Safety Code Section 25359.7 as well as the penalties that apply for failure to meet such obligations.

City is further informed that Landlord took title to the Premises and surrounding property by the Navy/TIDA Deed, in which the United States of America, acting by and through the Department of the Navy (“United States”), warranted that:
“(a) all remedial action necessary to protect human health and the environment with respect to any hazardous substa nce identified pursuant to Section 120(h)(3)(A)(i)(I) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 remaining on the [subject property] has been taken before the date of this Deed;
(b) any additional remedial ac tion found to be necessary after the date of this Deed shall be conducted by the United States.”
Pursuant to the Navy/TIDA Deed, that deed’s “conditions, restrictions, reservations, and covenants,” including the warranties reproduced above, “are a binding servitude on” the Premises and surrounding property; inure to the benefit of TIDA and its successors and assigns; and “run with the land in perpetuity, pursuant to California Civil Code Section 1462 and other applicable authority.” For avoidance of doubt, Landlord and City agree that the benefits of these warranties run with the leasehold interest herein conveyed to City.

15.3 City’s Environmental Indemnity
If City or its Agents or Invitees cause the Release of Hazardous Material from, in, on or about the Premises, then City shall Indemnify Landlord against any and all Claims arising during or after the Term of this Lease as a result of such Release, except to the extent Landlord or its Agents are the proximate cause for the Release.
14 TIDA – SFPUC 66-Year Lease for Wetlands Parcel

16. GENERAL PROVISIONS

16.1 Notices
Except as otherwise specifically provided in this Lease, any notice given under this Lease shall be in writing and given by delivering the notice in person or by commercial courier, or by sending it by first-class mail, certified mail, return receipt requested, or Express Mail (or any other reputable overnight courier service), return receipt requested, with postage prepaid, to:
(a) City at its address set forth in the Basic Lease Information; or (b) Landlord at its address set forth in the Basic Lease Information; or (c) such other address as either Landlord or City may designate as its new address for such purpose by notice given to the other in accordance with this Section. A properly addressed notice, consent, request, or approval transmitted by one of the foregoing methods shall be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any facsimile numbers or e-mail addresses that may be provided by one Party to the other are for convenience of communication and neither Party may give an official or binding notice, consent, request, or approval by facsimile or e-mail.

The effective time of a notice, consent, request, or approval shall not be affected by the receipt, prior to receipt of the original, of an e-mailed or telefacsimile copy of the notice, consent, request, or approval.

16.2 No Implied Waiver
No failure by either Party to insist upon the strict performance of any obligation of the other Party under this Lease or to exercise any right, power, or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such term, covenant, or condition. No express written waiver of any default or the performance of any provision of this Lease shall affect any other default or performance, or cover any other period of time, other than the default, performance, or period of time specified in such express waiver. One or more written waivers of a default or the performance of any provision of this Lease shall not be deemed to be a waiver of a subsequent default or performance. The consent of Landlord or City given in one instance under the terms of this Lease shall not relieve the other Party of any obligation to secure the consent to any other or future instance under the terms of the Lease.

16.3 Amendments; Approvals
Neither this Lease nor any of its terms or provisions may be changed, waived, discharged, or terminated, except by a written instrument signed by the Party against whom the enforcement of the change, waiver, discharge, or termination is sought. No waiver of any breach shall affect or alter this Lease, but each and every term, covenant, and condition of this Lease shall continue in full force and effect with respect to any other then-existing or subsequent breach of this Lease. Whenever this Lease require s or permits the giving by City of its consent or approval, the SFPUC’s Real Estate Director, or his or her designee, shall be authorized to provide such approval, except as otherwise provided by applicable law, including City’s Charter.

Whenever this Lease requires or permits the giving by Landlord of its consent or approval, the Treasure Island Director, or his or her designee, shall be authorized to provide such approval, except as otherwise provided by applicable law, including City’s Charter. Any amendments or modifications to this Lease, including, without limitation, amendments to or modifications to the exhibits to this Lease, shall be subject to the mutual written agreement of City and Landlord, and City’s agreement may be made upon the sole approval of the SFPUC’s General Manager and 15 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
Landlord’s agreement may be made upon the sole approval of the Treasure Island Director, or their respective designee; provided, however, material amendments or modifications to this Lease such as (a) changing the legal description of the Premises (other than minor corrections), (b) increasing the Term, (c) changing the general use of the Premises from the use authorized under Section 5.1 (Permitted Use) of this Lease, and (e) any other amendment or modification that materially increases either party’s liabilities or financial obligations under this Lease shall additionally require the approval of the SFPUC and TIDA, as applicable.

16.4 Authority
Landlord represents and warrants to City that it is the sole owner of the Premises, holding it in fee as trustee of the Public Trust pursuant to that certain Compromise Title Settlement and Land Exchange Agreement for Treasure Island and Yerba Buena Island (“Trust Agreement”) by and between TIDA and the State, recorded January 14, 2015, as Document No. 2015-K005565 in the Official Records of the City and County of San Francisco (“the Official Records”), and the execution and delivery of this Lease by Landlord has been duly authorized and does not violate any provision of any agreement, including the Trust Agreement, law or regulation to which Landlord or the Premises is/are subject. For all purposes under this Lease, TREASURE ISLAND DEVELOPMENT AUTHORITY shall have the sole authority to receive all benefits of this Lease and to perform all obligations of Landlord under this Lease. Each Party represents to the other Party that the persons signing on their respective behalf are authorized to do so.

16.5 Parties and Thei r Agents; Approvals
If applicable, the word “Landlord” will include the plural as well as the singular. The term “Agents” when used with respect to either party includes the agents, employees, officers, and contractors of the party, and the term “Invitees” when used with respect to City will include the clients, customers, invitees, guests, licensees, assignees, or subtenants of City. All approvals, consents, or other determinations permitted or required by City under this Lease, including City’s exercise of any option, must be made by or through the SFPUC’s Real Estate Director unless otherwise provided in this Lease, subject to any applicable limitations in City’s Charter.

If there is more than one entity that comprises Landlord, the obligations and liabilities under this Lease imposed on Landlord are joint and several.

16.6 Interpretation of Lease
The captions preceding the articles and sections of this Lease and in the table of contents have been inserted for convenience of reference only and will in no way define or limit the scope or intent of any provision of this Lease. Except as otherwise specifically provided in this Lease, wherever Landlord or City is required or requested to give its consent or approval to any matter or action by the other, the consent or approval will not be unreasonably withheld or delayed and the reasons for disapproval of consent will be stated in reasonable detail in writing. Provisions in this Lease relating to number of days will be calendar days, unless otherwise specified. If the last day of any period to give notice, reply to a notice, or to take any other action occurs on a Saturday, Sunday, or a bank or City holiday, then the last day for taking the action or giving or replying to the notice will be the next succeeding business day. The words “include” or “including” or similar words will not be construed to limit any general term, statement, or other matter in this Lease or any of its attached exhibits, whether or not language of non-limitation, such as “without limitation” or similar words, are used. The words “shall,” “will,” and “must” in 16 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
this Agreement are equivalent to each other and all impose a mandatory duty on the subject Party.

16.7 Successors and Assigns
Subject to the provisions of Article 9 (Assignment and Subletting) relating to assignment and subletting, the terms, covenants, and conditions contained in this Lease shall bind and inure to the benefit of Landlord and City and, except as otherwise provided in this Lease, their personal representatives and successors and assigns. There are no third-party beneficiaries to this Lease.

16.8 Severability
If any provision of this Lease or it application to any person, entity, or circumstance is found to be invalid or unenforceable, the remainder of this Lease, or the application of the provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected by that finding, and each other provision of this Lease will be valid and be enforceable to the full extent permitted by Law, except to the extent that enforcement of this Lease without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Lease.

16.9 Governing Law
This Lease will be construed and enforced in accordance with the laws of the State of California and City’s Charter. Any legal suit, action, or proceeding arising out of or relating to this Lease shall be instituted in the Superior Court for the City and County of San Francisco, and each party agrees to the exclusive jurisdiction of such court in any such suit, action, or proceeding (excluding bankruptcy matters). The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such court and irrevocably waive and agree not to plead or claim that any suit, action, or proceeding brought in San Francisco Superior Court relating to this Lease has been brought in an inconvenient forum.

16.10 Entire Agreemen t; Incorporation of Exhibits
The Parties intend that this Lease (including all of the attached exhibits, which are made a part of this Lease by this reference) are the final expression of their agreement with respect to the lease of the Premises and may not be contradicted by evidence of any prior or contemporaneous written or oral agreements or understandings. The Parties further intend that this Lease will constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including prior drafts and changes) may be introduced in any judicial, administrative, or other legal proceeding involving this Lease.

16.11 Cumulative Remedies
All rights and remedies of either party set forth in this Lease are cumulative, except as otherwise specifically provided in this Lease.

16.12 Time of Essence
Time is of the essence for all provisions of this Lease. 17 TIDA – SFPUC 66-Year Lease for Wetlands Parcel

16.13 Survival of Indemnities
Termination of this Lease will not affect the right of either Party to enforce any indemnities and representations and warranties given or made to the other Party, and it will not affect any provision of this Lease that expressly states it will survive termination. With respect to each of the indemnities contained in this Lease, the indemnitor has an immediate and independent obligation to defend the indemnitees from any claim that actually or potentially falls within the indemnity provision even if the claim is or may be groundless, fraudulent, or false, and the obligation to defend arises at the time the claim is tendered to the indemnitor by the indemnitee and continues at all times until resolved.

16.14 Signs
City may erect or post exterior signs on or about the Premises with Landlord’s prior approval. Landlord reserves the right to review and approve the placement, design, and plan for before erecting or posting any sign, which review and approval will not be unreasonably withheld or delayed. Interior signs not visible from the exterior of the Premises are permitted.

16.15 Bankruptcy
Landlord represents and warrants to City that Landlord has neither filed nor been the subject of any filing of a petition under the federal bankruptcy law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors, and, to the best of Landlord’s knowledge, no such filing is threatened.

16.16 Transfer of Landlord’s Interest
Landlord shall have the right to transfer its interest in the Premises or this Lease to any other financially responsible person or entity.

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

16.18 Controller’s Certification of Funds
The terms of this Lease shall be governed by and subject to the budgetary and fiscal provisions of City’s Charter. Notwithstanding anything to the contrary contained in this Lease, there shall be no obligation for the payment or expenditure of money by City or Landlord under this Lease unless the City 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. Without 18 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
limiting the foregoing, if in any fiscal year of City after the fiscal year in which the Term of this Lease commences, sufficient funds for the payment of any payments required under this Lease are not appropriated, then either Party may terminate this Lease, without penalty, liability, or expense of any kind to the terminating Party, as of the last date on which sufficient funds are appropriated. The terminating Party shall use its reasonable efforts to give the other Party reasonable advance notice of such termination.

16.19 Prevailing Wages for Construction Work
Any undefined, initially-capitalized term used in this Section shall have the meaning given to such term in San Francisco Administrative Code Section 23.61. As applicable, the Parties agree to require their Contractors and Subcontractors performing (a) labor in the construction of a “public work” as defined in California Labor Code Section 1720 et seq. (which includes certain construction, alteration, maintenance, demolition, installation, repair, carpet laying, or refuse hauling if paid for in whole or part out of public funds), or (b) Covered Construction at the Premises to (i) pay workers performing such work not less than the Prevailing Rate of Wages, (ii) provide the same hours, working conditions, and benefits as in each case are provided for similar work performed in San Francisco County, and (iii) employ Apprentices in accordance with San Francisco Administrative Code Section 23.61 (collectively, “Prevailing Wage Requirements”). The Parties shall cooperate with each other in any action or proceeding against a Contractor or Subcontractor that fails to comply with the Prevailing Wage Requirements.

As applicable, any of either Party’s Contractors and Subcontractors (regardless of tier) who perform work of any improvement at the Premises during the Term of this Lease to include, the Prevailing Wage Requirements and the agreement to cooperate in City enforcement actions in any Construction Contract with specific reference to San Francisco Administrative Code Section 23.61. Each such Construction Contract shall name City, affected workers, and employee organizations formally representing affected workers as third-party beneficiaries for the limited purpose of enforcing the Prevailing Wage Requirements, including the right to file charges and seek penalties against any Contractor or Subcontractor in accordance with San Francisco Administrative Code Section 23.61. Either Party’s failure to comply with its obligations under this Section shall constitute a material breach of this Lease. A Contractor’s or Subcontractor’s failure to comply with this Section will enable City to seek the remedies specified in San Francisco Administrative Code Section 23.61 against the breaching party.

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

16.21 Effective Date
The date on which this Lease shall become effective (the “Effective Date”) is the date upon which (a) the SFPUC and the TIDA Board each adopt, at their sole and absolute discretion, a resolution approving this Lease in accordance with all applicable laws and (b) this Lease is duly executed by the Parties.
19 TIDA – SFPUC 66-Year Lease for Wetlands Parcel

16.22 Sunshine Ordinance
In accordance with Section 67.24(e) of the San Francisco Administrative Code, contracts, contractors’ bids, leases, agreements, responses to Requests for Proposals, and all other records of communications between City and persons or firms seeking contracts will be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person’s or organization’s net worth or other proprietary financial data submitted for qualification for a contract, lease, agreement, or other benefit until and unless that person or organization is awarded the contract, lease, agreement, or benefit. Information provided which is covered by this Section will be made available to the public upon request.

16.23 Memorandum of Lease
On the Effective Date, Landlord and City will execute the memorandum of lease in the form attached as Exhibit C (the “Memorandum of Lease”), and Landlord will cause the Memorandum of Lease to be recorded in the Official Records of the City and County of San Francisco within two (2) business days after execution.

16.24 Cooperative Drafting
This Lease has been drafted through a cooperative effort of both Parties, and both Parties have had an opportunity to have the Lease reviewed and revised by legal counsel. No party will be considered the drafter of this Lease, and no presumption or rule that an ambiguity will be construed against the party drafting the clause will apply to the interpretation or enforcement of this Lease.

16.25 Force Majeure
Any material prevention, delay, or stoppage due to strikes, lockouts, labor disputes, public health orders, acts of nature, inability to obtain services, labor or materials or reasonable substitutes therefor after using diligent and timely efforts, every action, protests, riots, demonstrations, governmental actions, civil commotions, fire or other casualty, terror, and other causes beyond the reasonable control of the party obligated to perform (collectively, “Force Majeure”) shall excuse the performance of such party for a period equal to such prevention, delay, or stoppage caused by such Force Majeure event. In the event of any such delay, the Party affected by such delay shall give prompt written notice to the other of the occurrence of such event and the projected delay in performance and thereafter shall keep the other Party regularly informed of the status of such Force Majeure event. Under no circumstances shall the number of days of Force Majeure exceed a total of sixty (60) days and in no event shall an event of Force Majeure excuse or delay the payment of any amounts owed by a party to the other party, including the payment of Rent.

THE PARTIES ACKNOWLEDGE THAT ANY LEASE IS SUBJECT (i) TO A FINDING BY CITY’S PLANNING DEPARTMENT THAT SUCH POTENTIAL LEASE IS IN

COMPLIANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND CITY’S GENERAL PLAN.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE,

LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF 20 TIDA – SFPUC 66-Year Lease for Wetlands Parcel

CITY HAS AUTHORITY TO COMMIT CITY TO THIS LEASE UNLESS AND UNTIL THE

SAN FRANCISCO PUBLIC UTILITIES COMMISSION SHALL HAVE DULY ADOPTED A

RESOLUTION APPROVING THIS LEASE AND AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS LEASE. THEREFORE, ANY

OBLIGATIONS OR LIABILITIES OF CITY UNDER THIS LEASE ARE CONTINGENT

UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE SHALL BE NULL AND

VOID UNLESS THE SAN FRANCISCO PUBLIC UTILITIES COMMISSION APPROVES

THIS LEASE, AT ITS SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS.
[Signatures on the following page]
21 TIDA – SFPUC 66-Year Lease for Wetlands Parcel
Landlord and City have executed this Lease as of the date first written above.

LANDLORD: TREASURE ISLAND DEVELOPMENT AUTHORITY,
a California non-profit public benefit corporation
By: __________________________________
Robert Beck,
Treasure Island Director
CITY: CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: _________________________________
Dennis J. Herrera,
General Manager
San Francisco Public Utilities Commission
Authorized by
San Francisco Public Utilities Commission
Resolution No. _________________________
Adopted: _________________________
APPROVED AS TO FORM:

DAVID CHIU, City Attorney
By: ______________________________
Anna Gunderson,
Deputy City Attorney, Counsel for
City
By:______________________________
Grace Park,
Deputy City Attorney, Counsel for
TIDA

A-1
TIDA – SFPUC 66-Year Lease for Wetlands Parcel

EXHIBIT A

DEPICTION OF PREMISES, LEGAL DESCRIPTION, AND PLAT MAP

CONSISTING OF THREE ATTACHED PAGES

&&$%9@+:8::

)%0-1

$#"%!
%
$
%%#"#!"#%*$%&% %%* !& %*! # $!+%%!!# +
!#%! !
!%$$!( ! %%#% # $#
"
!.A@;?+!##!#! &*
:<+:89A !!!&#'*
"$%"$9=<%#!&9>>+
!#$!$!& %*+
$!*%%#%%!!##%! ! # $#
"
!.A@;?!##!#
! &&$%:@+:8:8$!& %
&#:8:888A@:;+! %
!%%* !& %*
&#'*!#+ !#"#%&#*$#$!!($-

%% !#%#*!# #!
!%9$$!( ! $ # $ #
"
!.A@;?$
!*$#%%!!##%! ,

!#%>95=8/$%+9=8.88%,

!&%:@598/$%+@=8.88%,

!&%>95=8/$%+9=8.88%%!%$%#*!# #!$
!%9,

!#%:@598/$%+@=8.88%! % !#%$% !$
!%9%!%

! % :.A:?#$+!#!#$$.

"%$!( %!'3$#"#$%%# "#%#!$)%
.

$$#"%! ($"#"#*!#& #*#%! ! !# (%%#!$$!

&#'*!#$/%.

444444444444444444444444
! *&#+
=??;

$)"#$8>2;82:8:<

Tony E Durkee

B-1
TIDA – SFPUC 66-Year Lease for Wetlands Parcel

EXHIBIT B

CONCEPTUAL DESIGN DRAWINGS

CONSISTING OF ONE ATTACHED PAGE

C-1
TIDA – SFPUC 66-Year Lease for Wetlands Parcel

EXHIBIT C

FORM OF MEMORANDUM OF LEASE

RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:

City and County of San Francisco
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attn: Real Estate Director
Exempt from recording fees under Government Code
Section 27383.

Documentary Transfer Tax: NONE – Exempt under San
Francisco Business and Tax Regulations Code Section
1105
(Space above this line reserved for Recorder’s use only) Portion of Block 8946, Lot 002

MEMORANDUM OF LEASE
This Memorandum of Lease (“ Memorandum”), dated for reference purposes as of _______________, 202__, is by and between TREASURE ISLAND DEVELOPMENT AUTHORITY, a California nonprofit public benefit corporation (“ Landlord”), and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“City”).

Recitals
A. Landlord and City have entered into that certain Lease, dated _______________, 202__ (the “Lease”), under which Landlord leased to City and City leased from Landlord the real property more particularly described in the attached Exhibit A (the “Property”).

B. Landlord and City desire to execute this Memorandum to provide constructive notice of the Lease to all third parties.

For good and valuable consideration, the r eceipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Term. Under the terms of the Lease, Landlord leased the Property to City for a term commencing on the date Landlord delivers possession of the Property to City as set forth in the Lease. The Term of the Lease will expire on the date that is sixty-six (66) years after the Commencement Date (as defined in the Lease), unless earlier terminated in accordance with the terms of the Lease. Certain City uses of the Property described in the Lease must cease no later than five years from the Commencement Date.

C-2
TIDA – SFPUC 66-Year Lease for Wetlands Parcel

2. Lease Terms. Landlord leases the Premises to City on the terms and conditions of the Lease, which are incorporated into this Memorandum by reference as if they were fully set forth in this Memorandum; the rights and obligations of Landlord and City are contained in the Lease. This Memorandum does not and will not be deemed to modify, alter, or amend the Lease in any way. If any conflict exists betw een the terms of the Lease and this Memorandum, the terms of the Lease will govern. Except as otherwise defined in this Memorandum, capitalized terms have the meanings given them in the Lease.

3. Successors and Assigns. This Memorandum and the Lease bind and will inure to the benefit of the parties and their respective heirs, successors, and assigns, subject, to the provisions of the Lease.

IN WITNESS WHEREOF, Landlord and City have executed this Memorandum of Lease as of the day and year first written above.

LANDLORD: TREASURE ISLAND DEVELOPMENT
AUTHORITY, a California nonprofit public benefit
corporation
By: ______________________________________

ROBERT BECK
Treasure Island Director
CITY:

CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation,
By: ______________________________________
DENNIS J. HERRERA
General Manager,
San Francisco Public Utilities Commission
D-1
TIDA – SFPUC 66-Year Lease for Wetlands Parcel

EXHIBIT D

ENVIRONMENTAL DISCLOSURES
Document
Date Document Description Document Author
2/10/2004
Letter Regarding Concurrence on Final
Corrective Action Plan (CAP), Inactive Fuel
Lines, NAVSTA TI, San Francisco.

California Regional Water
Quality Control Board, San
Francisco Bay Region
6/13/2005
Final Closure Report for Site 14/22 Request for
No Further Action
Shaw Environmental, Inc.
on behalf of the Navy
7/18/2005
Subject: Final Closure Report, Site 14/22,
Request for No Further Action, Naval Station
Treasure Island, San Francisco, California
California Regional Water
Quality Control Board, San
Francisco Bay Region
4/11/11 Final Environmental Impact Report (FEIR) TIDA
10/30/2014
Final Finding of Suitability to Transfer for
Parcels A Through I (FOST 4) Naval Station
Treasure Island
Department of the Navy
Base Realignment and
Closure Program
Management Office West
5/29/2015
Quitclaim Deed for the Initial Conveyance
Naval Station Treasure Island and
Environmental Restriction Pursuant to Civil
Code Section 1471 N/A
7/1/2021
Final Preliminary Assessment Report, Basewide
Investigation of Per- and Polyfluoroalkyl
Substances (PFAS), Former Naval Station
Treasure Island, San Francisco, California
Multi-MAC Joint Venture
on behalf of the Navy
6/1/2022
Final Work Plan Site Inspection for Per- and
Polyfluoroalkyl Substances (PFAS) at IR Sites
7, 14, 21, and 24 and AOIs 1, 2, 3, 4, and 54,
Former Naval Station Treasure Island, San
Francisco, California
Multi-MAC Joint Venture
on behalf of the Navy

CleanPowerSF Sfpuc CommissionAugust 22, 2023

CleanPowerSF Sfpuc Commission
August 22, 2023