CleanPowerSF Sfpuc Commission
April 9, 2024

Water Enterprise
Regional Groundwater Storage and Recovery Phase 2B
Pipeline Easement Acquisition
South San Francisco
April 9, 2024
Dina Brasil, Right-of-Way Manager, Real Estate Services 1 Groundwater Phase 2B Project Summary
2 • Install a groundwater pump
system at the South San
Francisco Main Well site.
• Install a 12-inch pipeline within
El Camino Real and Chestnut
Avenue to transport
groundwater to Cal Water’s
groundwater treatment plant.
2 South San Francisco
Main Well Site
New 12-inch
Pipeline
Cal Water
Groundwater Treatment Plant

Easements Needed
33 • Negotiations are still ongoing.
• W
ill return to Commission for approval once
the parties reach an agreement.
• Negotiations are complete.
• Seeking Commission approval, subject to
appr
oval by Board of Supervisors.

Current Acquisition: OneShoreline Future Acquisition: Kaiser Hospital Property

Chestnut Avenue at Colma Creek
4 Chestnut Ave Bridge:
• Anticipated bridge
replacement project
• Structural concerns
Easement Needs:
• Footings
o Support pipeline
aboveground
• Pipeline
o Aerial span over the
creek
4 Transaction Details
5 • Parties to the Agreement:
• City and County of San Francisco, acting through the SFPUC, and the San Mateo County Flood Control and Sea Level Rise Resiliency District (also known as OneShoreline). • Easement Details:
• Purpose: A perpetual easement for pipe footings and a water pipeline crossing the existing flood control channel aerially.
• Location: An approximately 1,386-square-foot portion of Assessor’s Parcel 011-322-200, parallel and adjacent to Chestnut Ave in South San Francisco, California. • Purchase Price:
• $70,000 (equal to the appraised value).
• Additional Costs:
• Regular closing costs.
5 6
Questions?

DEPARTMENT Infrastructure AGENDA NO. 10
MEETING DATE April 9, 2024

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

Real Estate Transaction: Regular Calendar
Real Estate Director: Rosanna Russell

Approve the purchase of a pipeline and footing easement from the San Mateo County Flood and Sea Level Rise Resiliency District

Summary of
Proposed
Commission Action:

Approve the terms and conditions and authorize the General Manager to execute a Purchase and Sale Agreement and Easement Deed with San Mateo County Flood and Sea Level Rise Resiliency District for the acquisition of a 1,386-square-foot easement for an aerial water pipeline crossing and associated footings and braces across a portion of San Mateo County Assessor’s Parcel No. 011-322-200 for $70,000, subject to Board of Supervisors’ and Mayor’s approval.

Background: The City and County of San Francisco (City) , through the San Francisco Public Utilities Comm ission (SFPUC) , seeks to install a 12 -inch-diameter water pipeline within Chestnut Avenue in South San Francisco from El Camino Real to a Calif ornia Water Service Company (Cal Water) groundwater treatment plant located at 80 Chestnut Avenue in S outh San Francisco, California. The water pipeline will co nvey groundwater from the SFPUC’s planned groundwater well sta tion known as t he “South S an Francisco Main Well” to the Cal Water plant.

Chestnut Avenue crosses the creek channel known as Colm a Creek via a bridge owned and maintained by the City of South San Francisco (South San Francisco). Colma Creek is under the jurisdiction of the San Mateo County Flood Control and Sea Level Rise Resiliency District ( also kn own as “OneShoreline.”) Due to complex structural concerns with attaching the proposed pipeline directly to the bridge, as well as the uncertainty presented by an anti cipated future pr oject led by South San Francisco to modify or replace the bri dge, SFPUC staff work ed with OneShoreline to design a n independent aerial pipeline crossing of the creek channel just north of and parallel to the bridge structure.

The SFPUC seeks to acquire an approximately 15.41-foot-wide easement for the water pipeline and the necessary pipe footings and braces across OneShoreline’s property, adjacent and parallel to Chestnut Avenue . The OneShoreline property is designated as a por tion of Assessor’s Parcel 011- 322-200.

The total square footage of the easement area would be approximately 1,386 square feet. OneShoreline has agreed to sell the easement to City and both parties desire to enter into a Purchase and Sale Agreement. SFP UC staff, in consultation with the City Attorney’s Office, have negotiated the proposed Agreement: Approve Acquisition of Pipeline Easement across Colma Creek, Subject to Board Approval Commission Meeting Date: April 9, 2024

terms and conditions of the Purchase and Sale Agreement and the Easement Deed. Under the Purchase and Sale Agreement , City will pay $70,000 for the easement. The SF PUC has agreed to pay an addi tional $3,500 to partially defray OneShoreline’s administrative costs related to t he transaction.

Project Background
On August 12, 2014, by Resolution No. 14-0127, this Commission approved the Regional Groundwater Storage and R ecovery Project (Proje ct) for improvements to the Regional W ater System under the Water System Improvement Pr ogram. The Project’s primary objective is to provide an additional dry- year regional water supply for SFPUC customers by constructing groundw ater wells and well s tations to be connected to the SFPUC transmission system and to the systems of three SFPUC wholesale customers within the Upper Peninsula area, including Cal Water.

On February 27, 2024, by Resolution No. 24-0042, this Commis sion awarded Contract No. W D-2878B, Regional Groundwater Storage and Recovery Phase 2B, to perform work at the South San Franc isco Main Well, consisting of t he installation of a groundwater pump system and pipelines that will transport groundwater to Cal Water’s groundwater treatment plant.

Environmental
Review:

On October 30, 2008, the San Francisco Planning Commissi on certified the Final Program Environmental Impact Report (Program EIR) (Case Number 2005.0159E) for the Water System Improvement Program.

On August 7, 2014, the Planning Commission c ertified the Final Environmental Impact Report (F inal EIR) for the Regiona l Groundwater Storage and Recovery Project (Case Number 2008.1396E), which is tiered from the 2008 Program EIR. On August 12, 2014, by Re solution No. 14- 0127, this Commission approved the
Regional Groundwater Storage and
Recovery Project and adopted findi ngs ( California Environmental Quality Act (CEQA) Findings) and a Mitigation Monitoring and Reporting Program required by the CEQA.

On Oc tober 29, 2020, the Planning Department issued a Minor Project Modification to the F inal EIR for a new 8 -inch water pipeline alignment for the South San Francisco Main Well, including an aerial pipeline crossing of Colma Creek . On June 3, 2022, the Plannin g Department issued a Mi nor Project Modification to the Final EIR for a utility potholing investigation at various locations, and for a new Pacific Gas and Electric electrical service connection for the South San Francisco Main Well. On July 18, 2023, the Planning Department issued a Minor Project Modification to the Final EIR for additional staging areas to support construction and development of the South San Francisco Main Well.

The work under Contract No. WD -2878B, Regional Groundwater Storage and Recovery Phase 2B and the aerial pipeline over Colma Creek as part of Agreement: Approve Acquisition of Pipeline Easement across Colma Creek, Subject to Board Approval Commission Meeting Date: April 9, 2024

this easement acquisition, is within the scope of the project authorized under the Final EIR and Minor Project Modifications.

The Program EIR can be found here: Program EIR

The Final EIR , Resolution No. 14 -0127, CEQA Findings , Minor Project Modifications, and Mitigation Monitoring and Reporting Program can be found here:
https://sfpuc.sharefile.com/public/share/web-
s6e63926c66484367960ad5907db02130

Budget & Costs: The purchase price of the easement is $70,0 00, plus an administrative fee of $3,500 and up to $10,000 in closing costs.

Description of
Agreement:

Parties to the Purchase
and Sale Agreement:

City and County of San Francisco, acting
through the SFPUC, and the San Mateo County
Flood Control and Sea Level Rise District (also
known as OneShoreline)
Purchase Price: $70,000
Purpose: Purchase of a 1,386-square-foot easement f or
an aerial water pipeline crossing and associated
footings and braces
Effective Date: The Purchase Agreement is effective on the date on which the Purcha se a nd Sale
Agreement is executed by both parties
following the Board of Supervisors ’ and
Mayor’s approval. The Easement Deed will be
effective u pon the date of r ecordation of the
Easement Deed by the County Recorder ’s
Office of San Mateo County
Location: An approximately 1,386-square-foot portion of Assessor’s Parcel 011-322-200, parallel and
adjacent to Chestnut Ave nue in South San
Francisco, California

Attachments: 1. Purchase and Sale Agreement

2. Easement Deed between City and OneShoreline

3. Location Map

PUBLIC UTILITIES COMMISSION
City and County of San Francisco

RESOLUTION NO.

WHEREAS, The San Francisco Public Utilities Commission (SFPUC) has developed and approved Project No. CUW30103, Regional Groundwater Storage and Recovery Project and the Commission has awarded Contract No. WD -2878B, Regional Groundwater Storage and Recovery Phase 2B (together, the P roject), und er the SFPUC Water Syst em Improvement Program; and
WHEREAS, Th e pr imary objective of the Project is to p rovide an additional dry -year regional water supply for SFPUC customers by constructing groundwater wells and well stations to be connected to the SFPUC transmission system and to the systems of three SFPUC wholesale customers on the Upper P eninsula, including California Water Service Company (Cal Water) ; and
WHEREAS, The Pr oject in tends to i nstall a 12 -inch-diameter groundwater pipeline within Chestnut Ave nue i n S outh San Fra ncisco to convey groundwater from the SF PUC’s planned groundwater w ell station known internally as the “South San Francisco Main Well” to Cal Water’s groundwater treatment plant located at 80 Chestnut Avenue in South San Fr ancisco, California; and
WHEREAS, The Pr oject requires an approximately 1,386 -square-foot easement where Chestnut A venue crosses Colma Creek f or a n aerial pipeline c rossing and associat ed footings and braces on property under the jurisdiction of San Mateo County F lood and Sea Level Rise Resiliency District (also known as OneShoreline), designated as a portion of San Mateo County Assessor’s Parcel No. 011-322-200; and
WHEREAS, SFPUC staff, t hrough consultation with the Office of the City A ttorney, have negotiated with One Shoreline the proposed terms and conditions of City’s acquisition of the easement for a purchase price of $70,000, plus an administrative fee of $3,500, as set forth in the form of an Agreement for Purchase and Sale of Rea l Estate (Agreement) and Easement Deed to convey an easement interest for pipe footings and a water pipeline to aerially cross the existing flood control channel (Easement Deed); and
WHEREAS, On October 30, 2008, the San Francisco Planning Commission certified the Final Program Environmental Impact Report (Program EIR) (Case Number 2005.0159E) for the Water System Improvement Program; and
WHEREAS, On August 7, 2014, the Planning Commission certified the Final Environmental Impact Report (Final EIR) for the Regional Groundwater Storage and Recovery Project (Case Number 2008.1396E), which is tiered from the 2008 Program EIR; and WHEREAS, O n August 12, 2014, by Resolution No. 14- 0127, this Commission approved the Regional Groundwater Storage and Recovery Project and adopted California Environmental Quality Act (CEQA) findings (CEQA Findings) and a Mitigation Monitoring and Reporting Program required by the CEQA; and

WHEREAS, On October 29, 2020, the Planning Depa rtment issued a Minor Project Modification to the Final EIR for a new 8- inch water pipeline alignment for the South San Francisco Main Well, including an aerial pipeline crossing of Colma Creek; and on June 3, 2022, the Planning Department issued a Minor P roject Modification to the Final EIR for a utility potholing investigation at various locati ons, and for a new Pacific Gas and Electric e lectrical service connection for the South San Francisco Main Well; and on July 18, 2023, the Planning Department issued a Minor Project Modification to the Final EIR for additional staging areas to support construction and development of the South San F rancisco Main Well; and t he Planning Department determined that no supplemental environmental review was needed; and

WHEREAS, The work under this action, including the easement acquisition, is within the scope of the project authorized under the Final EIR and Minor Project Modifications; and WHEREAS, The San Francisco Planning Department is the custodian of records, loc ated in File No. 2008.1396E, at 49 South Van Ness Avenue, Suite 1400, San Francisco, California, 94103, which 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, The Project files, including the F inal EIR, Minor Project Modification s to the Final EIR, Resolution No. 14-0127, CEQA Findings and the Mi tigation 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 contain ed in the Final EIR, the findings contained in SFPUC Resolution Number 14-0127, the Minor Project Modifications to th e Final EIR and all written and oral info rmation provided by the Planning Department, the public, relevant public agencies, SFPUC and other e xperts and the administrative files for the Project; now, therefore, be it RESOLVED, That this Commission has revi ewed and considered the Final EIR and the Minor Project Modifications and the record as a whole, finds that the Final EIR is adequate for its use as the decision –making body for the Project and incorporates the CEQA findings contained in Resolution Number 14-0127 by this reference thereto as though set forth in this Resolution; and be it
FURTHER RESOLVED, That this Commission further finds that since the Final EIR as modified by the Mi nor Project Modification s was finalized, there have been no substantial project changes and no substantial changes in project circumstances that would require ma jor revisions to them due to the involvement of new significant environmental effects or an inc rease in the severity of previously identified significant impacts, and there is no new information of substantial importance that would change the conclusions set forth in them; 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 the Agreement; and, be it FURTHER RESOLVED, That this Commission hereby approves the terms and conditions of the Agreement and authorizes and directs the General Manag er to execut e the Agreement and Easement Deed, subject to the approval of the Board of Supervisors and Mayor ; and, be it

FURTHER RESOLVED, That this Commission herby authorizes the General Manager to enter into any amendments or modifications to the Agreement an d E asement Deed , including without limitation, the exhibits, that the Gene ral Manager determines, in consultation with the City Attorney, are in the best interest of the City; do not materially increa se the obligations or liabilities of th e Cit y; are neces sary or advisable to effectuate the purpo ses and intent of the Agreement, Easement Deed, or this resolution; and are in compliance with a ll applicable laws, including the City Charter.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of April 9, 2024.

Secretary, Public Utilities Commission

1 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
by and between

SAN MATEO COUNTY FLOOD AND
SEA LEVEL RISE RESILIENCY DISTRICT (also known as ONESHORELINE), a California special district
as Seller,
and

CITY AND COUNTY OF SAN FRANCISCO,
a California municipal corporation, by and through its Public Utilities Commission, as Buyer,
for the purchase and sale of
permanent aerial easement, a permanent footing easement, and a permanent pipeline easement across, in, and upon a portion of Assessor’s Parcel 011-322-200 located in the City of South San Francisco,
County of San Mateo, State of California.

________________________, 2024

i
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

TABLE OF CONTENTS
Page

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

1.1. Purchase and Sale of Easement ................................................................................1

1.2. Easement Area; Nature of Easement .......................................................................1

2. PURCHASE PRICE ............................................................................................................1

2.1. Purchase Price ..........................................................................................................1

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

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

3. CONVEYANCE OF EASEMENT......................................................................................2

3.1. Easement Deed.........................................................................................................2

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

3.3. Title Insurance .........................................................................................................2

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

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

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

5. ESCROW AND CLOSING; POSSESSION .......................................................................4

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

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

5.3. Closing Date.............................................................................................................5

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

5.5. City’s Delivery of Documents and Funds ................................................................6

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

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

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

6. EXPENSES; CLOSING COSTS .........................................................................................7

6.1. City’s Expenses ........................................................................................................7

6.2. Seller’s Expenses .....................................................................................................7

6.3. Other Expenses ........................................................................................................8

6.4. Post-Closing Reconciliation.....................................................................................8

6.5. Survival ....................................................................................................................8

7. REPRESENTATIONS AND WARRANTIES....................................................................8

8. INDEMNITY .......................................................................................................................9

9. RISK OF LOSS..................................................................................................................10

ii
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

10. MAINTENANCE ..............................................................................................................10

11. DISMISSAL OF EMINENT DOMAIN ACTION ............................................................10

12. GENERAL PROVISIONS ................................................................................................10

12.1. Notices ...................................................................................................................10

12.2. Brokers and Finders ...............................................................................................11

12.3. Successors and Assigns..........................................................................................12

12.4. Amendments; Waivers ...........................................................................................12

12.5. Continuation and Survival of Representations and Warranties .............................12

12.6. Governing Law ......................................................................................................12

12.7. Merger of Prior Agreements; No Inducement .......................................................12

12.8. Parties and Their Agents; Approvals .....................................................................13

12.9. Interpretation of Agreement ...................................................................................13

12.10. Attorneys’ Fees ......................................................................................................13

12.11. Seller Tax Obligations ...........................................................................................14

12.12. Severability ............................................................................................................14

12.13. Sunshine Ordinance ...............................................................................................14

12.14. Conflicts of Interest................................................................................................14

12.15. Notification of Limitations on Contributions ........................................................15

12.16. Non-Liability of City Officials, Employees, and Agents ......................................15

12.17. Counterparts ...........................................................................................................15

12.18. Effective Date ........................................................................................................15

12.19. Cooperative Drafting .............................................................................................16

12.20. Intentionally Omitted .............................................................................................16

i
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

LIST OF EXHIBITS

EXHIBIT A Description of Seller’s Property
EXHIBIT B Form of Easement Deed
EXHIBIT C Preliminary Title Report
EXHIBIT D Certificate of Transferor Other Than An Individual (FIRPTA Affidavit)

1 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this “Agreement”) dated for reference purposes only as of _______________, 202__, is by and between the SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT (also known as ONESHORELINE), a California special district (“ Seller”), and the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“ City”), by and through its Public Utilities Commission (“SFPUC”). Seller and City sometimes are referred to collectively in this Agreement as the “Parties” or singularly as a “Party.”

RECITALS
A. Seller owns the real property located near the Southwest corner of Mission Road and Chestnut Avenue South San Francisco, California , designated as San Mateo County Assessor’s Parcel Number 011-322-200 and more particularly described in the attached Exhibit A “Seller’s Property.”
B. In connection with the SFPUC Regional Groundwater Storage and Recovery Project, City wishes to purchase, and, Seller has agreed to sell a permanent nonexclusive aerial, footing, and pipeline easement interest (“Easement”) to City in, on, over, under, upon, along, and/or across certain portions of Seller ’s Property (“Easement Area”) in accordance with, and pursuant to, the terms and conditions of this Agreement.

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

1. PURCHASE AND SALE

1.1. Purchase and Sale of Easement
Seller will sell and convey the Easement to C
ity by a duly executed and acknowledged
easement deed in the form attached as Exhibit B (the “Deed”), incorporated herein by this reference, subject to the terms, covenants, and conditions hereinafter set forth.

1.2. Easement Area; Nature of Easement
Th
e Easement Area is described and depicted in the exhibits to the Deed. The nature, scope, and conditions of the Easement are set forth in the Deed with respect to such Easement.

2. PURCHASE PRICE

2.1. Purchase Price
City’s purchase price for the Easement is ____________________ DOLLARS ($_________) (“Purchase Price”).

2 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

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

2.3. Funds
All p
ayments mad e pursuant to this Agreement will be in legal tender of the United States of America, paid by Controller ’s warrant or in cash or by wire transfer of immediately available funds. Unless the Parties elect to close the transaction without an escrow, payments will be made to the Title Company (defined in Section 5.2 [Escrow; Closing Without an Escrow] below), as the escrow agent.

3. CONVEYANCE OF EASEMENT

3.1. E
asement Deed
At the Closing (def ined in Section 5.1 [“Closing” Defined] below), Seller will convey to City marketable and insurable title to the Easement by deliver y of the Deed , duly executed and acknowledged in the form attached as Exhibit B, free and clear of all exceptions, liens , and encumbrances except solely for the Accepted Conditions of Title (defined in Section 3.2 [State of Title] below). The Deed will be executed and delivered to the Title Company in a recordable form and the Title Company will record the Deed in the Official Records of San Mateo County.

3.2. State of Title
“Accepted Co nditions of Title” will mean (a) the lien of real property taxes, not yet due or payable; and (b) exceptions numbered one through eighteen of the preliminary title report dated February 3, 2023, bearing Title No. 60603968-606-TEO-JM attached as Exhibit C (“Preliminary Report”). As a condition precedent to City ’s obligation to purchase, quitclaim deeds, a spousal waiver, lender’s consents or subordinations, tenants’ consents, or similar releases sufficient to clear or subordinate any possessory rights over the Easement Area consistent with the scope, terms, and conditions set forth in the Deed may be required, at City ’s election, each in a form approved by City. Seller will secure any such waiver quitclaim deeds, consents, subordinations, or releases.

3.3. Title Insurance
De
livery of title in accordance with the preceding Section will be ev idenced by the commitment of the Title Company (defined in Section 5.2 [Escrow; Closing Without an Escrow ] below) to issue to City an CLTA owner’s policy of title insurance (“Title Policy”) in the amount of the Purchase Price, insuring title to the Easement vested in City, free of the liens of any and all deeds of trust, mortgages, assignments of rents, financing statements, rights of tenants or other occupants, and all other exceptions, liens and encumbrances except solely for the Accepted Conditions of Title. The Title Policy will provide full coverage against mechanics ’ and materialmen’s liens arising out of the construction, repair , or alteration of the Easement, shall delete any required arbitration provision, and shall contain an affirmative endorsement that there are no violations of restrictive covenants, if any, affecting the Easement and will contain such special endorsements as City may reasonably request.

3 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

4. CONDITIONS TO CLOSING

4.1. City’s Conditions to Closing
The following are conditions precedent to City’s obligation to purchase the Easement (collectively, “Conditions Precedent”):
(a) City will have reviewed and approved title to the Property, and accepts all conditions of title.
(b) City’s review and approval that the physical condition of all portions of the Eas
ement Area are substantially the same on the Closing Date (defined in Section 5.3 [Closing Date] below) as on the date of City ’s execution of this Agreement, reasonable wear and tear and loss by casualty excepted (subject to the provisions of Section 8 [Risk of Loss] below), and as of the Closing Date there will be no litigation or administrative agency or other governmental proceeding, pending, or threatened, that after the Closing could materially adversely affect the value of the Easement or City’s ability to use all portions of the Easement Area for their respective intended use, and no proceedings will be pending or threatened that could or would cause the change, re-designation, or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any portion(s) of the Easement Area. (c) Seller will ha ve delivered signed originals of any documents required under Section 3.2 [State of Title ] above , and, unless the P arties elect to consummate the transaction without an escrow, Title Company will be committed at the Closing to issue to City the Title Policy (defined in Section 3.3 [Title Insurance] above).
(d) City's review and approval of the compliance of the Property with all applicable laws, regulations, permits and approvals.
(e) The transactions contemplated by this Agreement will have been approved by all applicable City departments and agencies, including the San Francisco Public Utilities Commission, at their respective sole discretion, within sixty (60) days after Seller executes and delivers this Agreement to City.
(f) If required by City ’s Charter, City’s Mayor and the Board of Supervisors, each at their sole discretion, will have enacted a resolution approving, adopting, and authorizing this Agreement and the transactions contemplated by this Agreement, within ninety (90) days after Seller executes and delivers this Agreement to City.
(g) Seller will have delivered the items described in Section 5.4 [Seller’s Delivery of Documents] below on or before the Closing (defined in Section 5.1 [“Closing” Defined] below).

The Conditions Precedent contained in the foregoing subsections (a) through (g) are solely for City’s benefit. If any Condition Precedent is not satisf ied, City will have the right at its sole discretion either to waive in writing the Condition Precedent in question and proceed with the purchase with respect to the Easement (provided that the Conditions Precedent described in subsections (e) and (f) above may not be waived except insofar as City elects to extend the deadline for satisfying such item) or, in the alternative, terminate this Agreemen t. The waiver of any Condition Precedent will not relieve Seller of any liability or obligation with respect to any

4 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

representation, warranty, covenant, or agreement of Seller. In addition, the Closing Date may be extended, at City ’s option, for a reasonable period of time specified by City , to allow such Conditions Precedent to be satisfied, subject to City ’s further right to terminate this Agreement upon the expiration of the period of any such extension if a ny Conditions Precedent remain unsatisfied.

If the sale of the Easement is not consummated because of a default under this Agreement on the part of Seller or if a Condition Precedent cannot be fulfilled because Seller frustrated such fulfillment by some affirmative act or negligent omission, at City ’s sole election City may either (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon Seller shall pay to City any title, escrow, legal, and inspection fees incurred by City and any other expenses incurred by City in connection with the performance of its due diligence review of Seller’s Property, and neither Party will have any further rights or obligations under this Agreement, or (ii) elect to proceed with Closing of the Easement with respect to which all Conditions Precedent have been waived by City or satisfied.

4.2. Cooperation with City
Seller will cooperate with City and do all acts as may be reasonably requested by City with regard to the fulfillment of any Conditions Precedent including execution of any documents, applications, or permits, but Seller’s representations and warranties to City will not be affected or released by City ’s waiver or fulfillment of any Condition. Seller hereby irrevocably authorizes City and its Agents to make all inquiries with and applications to any person or entity, including, without limitation, any regulatory authority with jurisdiction as City may reasonably require to complete its due diligence investigations.

5. ESCROW AND CLOSING; POSSESSION

5.1. “Closing” Defined
The consummation of the purchase and sale transaction conte mplated by this Agreement
(“Closing”) will occur as provided in this Section 5.

5.2. Escrow; Closing Without an Escrow
(a) Unless the P ar ties agree to consummate the purchase and sale without an escrow as provided in subparagraph (b) below: (i) on or before the Effective Date (defined in Section 11.17 [General Provisions] below), the Parties will open escrow by depositing an executed counterpart of this Agreement with Chicago Title Company at its o ffices at One Embarcadero Center, Suite 250, San Francisco, California 94111 (“Title Company”); (ii) this Agreement will serve as instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby ; (iii) Seller hereby authorizes City to prepare and submit supplemental escrow instructions on behalf of both Parties, as needed, to enable the Title Company to comply with the terms of this Agreement and close the transaction; provided, however, that in the event of any conflict between the provisions of this Agreement and any additional supplementary instructions, the terms of this Agreement shall control and (iv) the Closing will be held and delivery of all items to be made at the Closing under this Agreement will be made at the Title Company’s offices.

5 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

(b) Notwithstanding the foregoing, the Parties may elect by mutual agreement to consummate the purchase and sale without an escrow, in which event the Closing will occur as described in Section 5.7(b) [Closing Without Escrow] below.

5.3. Closing Date
The Closing will occur one hundred and twenty days (120) days after the Effective Date or on such earlier date as City and Seller may mutually agree (“ Closing Date ”), subject to the provisions of Section 4 [Conditions to Closing] above . The Closing Date may not be extended without the prior written approval of both Parties , except as otherwise expressly provided in this Agreement. I f the Closing does not occur on or before the Closing Date and the P arties have deposited documents or funds in escrow, Title Company will, unless it is notified by both P arties to the contrary within five (5) business days after the Closing Date, return such items to the depositor thereof. A ny such return shall not, however, limit the provisions hereof or otherwise relieve either Party of any liability it may have for its wrongful failure to close.

5.4. Seller’s Delivery of Documents
(a) A
t or before the Closing, Seller will deliver or cause to be delivered to City the following:
(i) a duly executed and acknowledged Deed;
(ii) such resolutions, authorizations, or other documents as Seller deems necessary or City may reasonably require to demonstrate the authority of Seller to enter into this Agreement and consummate the transactions contemplated by this Agreement, and such proof of the power and authority of the individuals executing any documents or other instruments on behalf of Seller to act for and bind Seller;
(iii) any documents needed in order to eliminate title exceptions other than Accepted Conditions of Title;
(iv) a closing statement in form and content satisfactory to City and Seller (which may be in the form of a letter or memorandum prepared by City, approved and countersigned by Seller, if the Parties elect to consummate the transaction without an escrow); (v) a properly executed affidavit pursuant to Section 1445(b) (2) of the Federal Tax Code in the form attached as Exhibit D, and on which City is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Federal Tax Code; and
(vi) a properly executed California Franchise Tax Board Form 590 ce
rtifying that Seller is a California resident (if Seller is an individual) or that Seller has a permanent place of business in California or is qualified to do business in California, if Seller is a corporation, or other evidence satisfactory to City that Seller is exempt from the withholding requirements of Section 18662 of the California Revenue and Taxation Code. Seller acknowledges and agrees that if Seller fails at Closing to deliver to City such certificate, City may be required to withhold and remit to the appropriate tax authority a portion of the Purchase Price pursuant to Section 18662 of the California Revenue and Taxation Code. Any amount properly

6 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

so withheld and remitted will be deemed to have been paid by City as part of the Purchase Price, and Seller’s obligation to consummate the transaction contemplated in this Agreement will not be excused or otherwise affected thereby.
(b) Seller will deliver such items to City through escrow, unless the Parties elect to close the transaction without an escrow in which event Seller will deliver the items directly to City for a Closing in accordance with Section 5.7(b) [Closing Without Escrow] below.

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

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

5.7. Closing
(a) Closing th rough Escrow . Subject to Sect ion 5.7(b) [Closing Without Escrow] below , at Closing, provided all the conditions to the P arties’ obligations have been satisfied or waived as provided and permitted by this Agreement, Title Company will perform the following acts in the following order:
(i) Perform such acts as are necessary in order to deliver title to City subj
ect only to the Accepted Conditions of Title, including recording any deed of reconveyance, subordination agreement, or other documentation as specified in supplemental escrow instructions submitted by City before Closing;
(ii) Record the Deed, duly executed and acknowledged by Seller, in the Official Records of San Mateo County;

7 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

(iii) Deliver to Seller, or as Seller may instruct, the Purchase Price, less any amount necessary to satisfy any liens, bond demands, delinquent taxes, and Seller ’s share of expenses and prorations under Section 6 [Expenses; Prorations] below; (iv) Issue the Title Policy to City, if requested to do so by City; and (v) Deliver to the appropriate person or entity any other documents, instruments, and sums required by this Agreement.
(b) Closing without Escrow. If the Parties elect to consummate the purchase and sale without an escrow, City will affect the Closing on the Closing Date as follows:
(i) City will: (A) deliver to Seller, or as Seller may instruct, the Purchase Price (less any amount necessary to satisfy any lien s, bond demands, delinquent taxes, and Seller’s share of expenses and prorations, if applicable, under Section 6 [Expenses; Prorations] below, and (B) cause the certificate of acceptance for the Deed to be executed, when:
(1) City has r eceived Seller ’s documents in accordance with Section 5.4 [Seller’s Delivery of Documents] above, and (2) City has received the Deed conveying the Easement to City duly acknowledged and in a recordable form, subject only to the Accepted Conditions of Title , obtain the Title Policy (if City elects to do so), and deliver to the appropriate person or entity any other documents, instruments, and sums required by this Agreement.

5.8. Possession and Use.

Subject to the provisions of the Deed, the right of possession and use of each the Easement Area by City and/or its designees will commence on the Closing Date.

6. EXPENSES; CLOSING COSTS

6.1. City’s Expenses
City will pay all escrow and recording fees and the premium for the Title Policy and the cost of the endorsements thereto, and Seller’s administrative fee in the amount of $ 3,500, which fee is intended to defray Seller’s costs incurred in complying with Section 5.4 (Sellers Delivery of Documents) above.

6.2. Seller’s Expenses
Seller will pay all costs incurred in connection with the prepayment or satisfaction of any loan, bond, or other indebtedness secured in whole or part by any portion of the Easement Area including any prepayment or delinquency fees, penalties , or charges. Seller also will pay at the Closing any delinquent taxes that may have become a lien against Seller’s Property.

8 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

6.3. Other Expenses
Any other costs and charges of the e scrow not otherwise provided for in this Section or elsewhere in this Agreement will be allocated in accordance with the closing customs for the San Mateo County, as determined by Title Company.

6.4. Post-Closing Reconciliation
If any of the foregoing prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent prorations shall pay such sum to the other party.

6.5. Survival
The provisions of this Section will survive the Closing.

7. REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to and covenants with City as follows:
(a) Ownership of Property . Although Seller is obligated to sell Seller ’s Property to City, Seller is now the sole fee owner of Seller’s Property, and will own it at the time of the Closing, free and clear of all liens, leases, occupancy agreements, claims, encumbrances, easements, and rights of way of any nature (whether disclosed in the public record or not), except only the Accepted Conditions of Title and City’s rights to acquire the Seller’s Property as set forth in this Agreement.
(b) Signing Authority. Seller and the signatories on Seller’s behalf represent and warrant that the signatories on Seller ’s behalf to this Agreement are authorized to enter into this Agreement to convey real property and that no other authorizations are required to implement this Agreement on behalf of Seller.
(c) No Leases. There are no w, and will be at the time of Closing, no oral or written leases, occupancy agreements, licenses, or easements affecting any portion of the Easement Area or that would affect City’s access to or use of any portion of the Easement Area in the manner described in, and subject to exceptions provided by, the Deed. (d) No Property Defects or Legal Violations . To the best of Seller ’s knowledge, there are now, a nd at the time of the Closing will be, no material physical defects of any portion of the Easement Area, and no violations of any laws, rules , or regulations applicable to any portion of the Easement Area.
(e) No Omission of Facts . No document or instrument furnished or to be furnished by the Seller to the City in connection with this Agreement contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement shall have been made.
(f) No Impediments to Use. Seller knows of no facts nor has Seller failed to disclose any fact that would prevent City from using the Easement after Closing in the normal manner as described in, and intended by the Parties to, the Deed. Seller does not have knowledge

9 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

of any condemnation, either instituted or planned to be instituted by any governmental or quasi - governmental agency other than City, which could detrimentally affect the use, operation or value of the Property.
(g) Validity of Seller Representations. Seller is a district duly organized and validly existing under the laws of the State of California and is in good standing under the laws of the State of California ; this Agreement and all documents executed by Seller which are to be delivered to City at the Closing are, or at the Closing will be, duly authorized, executed and delivered by Seller, are, or at the Closing will be, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, are, and at the Closing will be, sufficient to convey good and marketable title (if they purport to do so), and do not, and at the Closing will not, violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject.
(h) Seller Not a “Foreign Person”. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Tax Code.
(i) No Lawsuits. There are no lawsuits or proceedings pending or, to the best of Seller’s knowledge, threatened against or affecting Seller, Seller’s Property, or its use that would affect Seller’s ability to consummate the sale contemplated by this Agreement or City ’s use and enjoyment of the Easement after the Closing.
(j) No Known Hazardous Materials. To the best of Seller’s knowledge, there has been no release and there is no threatened release of any Hazardous Material in, on, under, or about Seller’s Property. As used herein, “Hazardous Material ” will 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. “ Release” or “threatened release” when used with respect to Hazardous Material will include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside any of the improvements, or in, on, under, or about the Easement Area. Release will include “release” as defined in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601).

8. INDEMNITY
Each of the Parties , on beha
lf of themselves and their respective successors and assigns, hereby agrees to indemnify, defend and hold harmless the other Party , its Agents (defined in Section 12.8 [Parties and Their Agents; Approvals ] below) and their respective successors and assigns, from and against any and all liabilities, claims, demands, damages, liens, costs, penalties, losses and expenses, including reasonable attorneys ’ and consultants ’ fees, resulting from any misrepresentation or breach of warranty or breach of covenant made in this Agreement or in any document, certificate, or exhibit given or delivered pursuant to or in connection with this Agreement. Seller’s indemnity includes costs incurred in connection with the investigation of site conditions and all activities required to locate, assess, evaluate, remediate, cleanup, remove, contain, treat, stabilize, monitor or otherwise control any Hazardous Material. The indemnification provisions of this Section shall survive beyond the Closing, or beyond any termination of this Agreement.

10 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

9. RISK OF LOSS
If any portion of the E asement Area is damaged or destroyed before the Closing Date, then the rights and obligations of Seller and City under this Agreement will be as follows: At its election, City may terminate this Agreement in its entirety or terminate it only as to that portion of the Easement Area damaged or destroyed. City will have thirty (30) days after Seller notifies City that an event described in this Section 9 has occurred to make such election by delivery to Seller of an election notice. City’s failure to deliver such notice within such thirty (30) -day period will be deemed City ’s election to terminate this Agreement in its entirety. If this Agreement is terminated in its entirety or in part pursuant to this Section 9, then City and Seller will each be released from all obligations under this Agreement pertaining to that portion of the Easement Area affected by such termination. If City elects not to terminate this Agreement in its entirety, Seller will give City a credit against the Purchase Price at the Closing in an amount proportionate to the percentage reduction, if any, of the square footage of the Easement Area, and this Agreement will remain in full force and effect.

10. MAINTENANCE
Bet
ween the date of Seller ’s execution of this Agreement and the Closing, Seller will maintain Seller’s Property in its current condition and will make, at Seller’s expense, all repairs necessary to maintain Seller ’s Property in such condition. Seller will make no changes to the Easement Area without City’s prior, written consent, which will not be unreasonably withheld or delayed.

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

12. GENERAL PROVISIONS

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

11 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

City:

To: General Manager
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attn: Real Estate Director
with copy to: Anna Parlato Gunderson
Deputy City Attorney
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102-4682
Seller:

To: San Mateo County Flood and Sea Level Rise Resiliency District (OneShoreline)
Attn: Len Materman, Chief Executive Officer
1700 S. El Camino Real, Suite 502
San Mateo, California 94402
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, or rejected delivery. Any e -mail addresses, telephone numbers, or facsimile numbers provided by one P arty to the other wil l be for convenience of communication only; neither Party may give official or binding notice orally or by e- mail or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or telefacsimile copy of the notice

12.2. Brokers and Finders
Neither Party has had any contact or dealings regarding the Easement , or any communication in connection with the subject matter of this Agreement, through any licensed real estate broker or other person who could claim a right to a commission or finder ‘s fee in connection with the purchase and sale contemplated by this Agreement. In the event that any broker or finder perfects a claim for a commission or finder ’s fee based upon any such contact, dealings , or communication, the P arty through whom the broker or finder makes his or her claim will be responsible for such commission or fee and will indemnify and hold harmless the other Party from all claims, costs, and expenses (including reasonable attorneys ’ fees and disbursements) incurred by the indemnified Party in defending against the same. The provisions of this Section will survive the Closing.

12 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

12.3. Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of, the P arties and their respective successors, heirs, administrators, and assigns.

12.4. Amendments; Waivers
Except as otherwise provided in this Agreement, (a) this Agreement may be amended or modified only by a written instrument executed by City and Seller, (b) no waiver of any provision of this Agreement will be binding unless executed in writing by the P arty making the waiver, (c) no waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision, whether or not similar, and (d) no waiver will constitute a continuing waiver unless the written waiver so specifies.

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

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

Any legal suit, action, or proceeding arising out of or relating to this Agreement 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 suc h 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 Agreement has been brought in an inconvenient forum.

12.7. Merger of Prior Agreements; No Inducement
The Parties intend that this Agreement (including all of the attached exhibits and schedules and any documents specifically described in this Agreement, which are hereby incorporated into this Agreement by reference) will be the final, complete , and exclusive expression of their agreement with respect to the subject matter of this Agreement and may not be contradicted by

13 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

evidence of any prior or contemporaneous oral or written agreements or understandings. The Parties further intend that this Agreement will constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including term sheets and prior drafts or changes to such drafts) may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement. The Parties’ making, execution, and delivery of this Agreement has been induced by no representations, statements , warranties, or agreements other than those expressed in this Agreement.

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

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

12.9. Interpretation of Agreement
The article, section, and other headings of this Agreement and the table of contents are for convenience of reference only and will not affect the meaning or interpretation of any provision contained in this Agreement. Whenever the context so requires, the use of the singular will be deemed to include the plural and vice versa, and each gender reference will be deemed to include the other and the neuter. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in his Agreement. In addition, each Party has been represented or had the opportunity to be represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require inte rpretation of any ambiguities in this Agreement against the Party that has drafted it is not applicable and is waived. Use of the word “including” or similar words will not be construed to limit any general term, statement, or other matter in this Agreement, whether or not language of non-limitation, such as “without limitation” or similar words, are used. The provisions of this Agreement will be interpreted in a reasonable manner to affect the purposes of the Parties and this Agreement.

12.10. Attorneys’ Fees
In the event that either party hereto fails to perform any of its obligations under this Agreement or in the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the defaulting party or the non- prevailing party in such dispute, as the case may be, shall pay the prevailing party reasonable attorneys' and experts' fees and costs, and all court costs and other costs of action incurred by the prevailing party in connection with the prosecution or defense of such action and enforcing or establishing its rights hereunder (whether or not such action is prosecuted to a judgment). For purposes of this Agreement, reasonable attorneys' fees of the City’s Office of the City Attorney shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the City Attorney’s se rvices were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the

14 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

Office of the City Attorney. The term "attorneys' fees" shall also include, without limitation, all such fees incurred with respect to appeals, mediations, arbitrations, and bankruptcy proceedings, and whether or not any action is brought with respect to the matter for which such fees were incurred. The term "costs" shall mean the costs and expenses of counsel to the parties, which may include printing, duplicating and other expenses, air freight charges, hiring of experts, and fees billed for law clerks, paralegals, and others not admitted to the bar but performing services under the supervision of an attorney.

12.11. Seller Tax Obligations
Seller acknowledges that under Section 6.10- 2 of the San Francisco Business and Tax Regulations Code, the City Treasurer and Tax Collector may require the withholding of payments to any vendor that is delinquent in the payment of any amounts that the vendor is required to pay the City under the San Francisco Business and Tax Regulations Code (“Delinquent Payment”). If, under that authority, any payment City is required to make to Seller under this Agreement is withheld because Seller owes the City a Delinq uent Payment, then City will not be in breach or default under this Agreement, and the Treasurer and Tax Collector will authorize release of any payments withheld under this paragraph to Seller, without interest, late fees, penalties, or other charges, upon Seller coming back into compliance with its San Francisco Business and Tax Regulations Code obligations.

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

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

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

15 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

12.15. Notification of Limitations on Contributions
Through its execution of this Agreement, Seller acknowledges tha t it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the selling or leasing of any land or building to or from any department of the City whenever such transaction would require the approval by a City elective officer, the board on which that City elective officer serves, or a board on which an appointee of that individual serves, from making any campaign contribution to (1) the City elective officer, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date the contract is approved. Seller acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $100,000 or more. Seller further acknowledges that the (i) prohibition on contributions applies to each Seller; each member of Seller's board of directors, and Seller’s chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than ten percent (10%) in Seller; any subcontractor listed in the contract; and any committee that is sponsored or controlled by Seller; and (ii) within thirty (30) days of the submission of a proposal for the contract, the City department with whom Seller is contracting is obligated to submit to the Ethics Commission the parties to the contract and any subcontractor. Additionally, Seller certifies that Seller has informed each of the persons described in the preceding sentence of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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

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

12.18. Effective Date
As used in this Agreement, the term “Effective Date” will mean the date on which the execution and delivery of this Agreement by both P arties is concluded and the transactions contemplated by the Agreement will have been authorized (a) in a manner required by law governing Seller, (b) by a duly adopted resolution of the San Francisco Public Utilities Commission, and (c) if required by City ’s Charter, by a duly adopted resolution of City ’s Board of Supervisors and Mayor.

16 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

12.19. Cooperative Drafting
This Agreement has been drafted through a cooperative effort of the Parties, and the Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No party will be considered the drafter of this Agreement, 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 Agreement.

12.20. Intentionally Omitted

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS

AGREEMENT, SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR

EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY ’S PUBLIC UTILITIES COMMISSION (AND, IF REQUIRED BY CITY ’S CHARTER, APPROPRIATE LEGISLATION OF CITY ’S BOARD OF SUPERVISORS) WILL HAVE BEEN DULY

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

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

17 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

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

SELLER: SAN MATEO COUNTY FLOOD AND SEA

LEVEL RISE RESILIENCY DISTRICT
(also known as ONE SHORELINE),
a California special district

By: _________________________________

LEN MATERMAN
Chief Executive Officer
Date: _________________________________

By: _________________________________
[NAME]
Its: _________________________________
CITY: CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation

By: _________________________________
DENNIS J. HERRERA
General Manager
San Francisco Public Utilities Commission
Date:_________________________________
APPROVED AS TO FORM:

DAVID CHIU, City Attorney

By: ____________________________
Anna Parlato Gunderson
Deputy City Attorney

18 San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

TITLE COMPANY’S ACKNOWLEDGMENT
[Applicable only when the Parties will close the transaction through an escrow] Title Company agrees to act as escrow holder in accordance with the terms of this Agreement. Title Company’s failure to execute below will not invalidate the Agreement between the Parties.

TITLE COMPANY: CHICAGO TITLE COMPANY

By: _________________________________
[NAME]
Its: _________________________________
Date: ________________________________

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

A-1
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

EXHIBIT A
Description of Seller’s Property

A-2
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

B-1
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

EXHIBIT B
Form of Easement Deed

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Director of Property
Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, California 94102
With a conformed copy to:

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

San Mateo County Flood and Sea Level Rise
Resiliency District (One Shoreline)
Attn: Len Materman
1700 S. El Camino Real, Suite 502
South San Francisco, California 94402
The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and
Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105)

APN: 011-322-200 SPACE ABOVE THIS LINE FOR RECORDER'S USE

EASEMENT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT (a lso known as ONESHORELINE), a California special flood control district (“Grantor”), hereby grants to the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“Grantee”), an easement for pipe footings and a water pipeline crossing the existing flood control channel aerially (the “Easement”) in, on, over, under, upon, along, and/or across certain portions of Grantor’s real property located in the City of South San Francisco, County of San Mateo, State of California, more particularly described on the attached Exhibit A and depicted on the attached Exhibit B (the “Easement Area”).

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) Grantor will retain such rights and privileges to use the Easement Area as are not inconsistent with this Easement, subject to the conditions, covenants, and restrictions in this Deed.

Grantor will not do or allow anything in, on, under, or about the Easement Area that could damage or interfere with Grantee’s Facilities (as defined in Section 1 [Nature of Easement]), except as provided by this Easement Deed.

1. Nature of Easement. Th e Easement is a perpetual, nonexclusive easement in gross for purposes of accessing, constructing, reconstructing, removing, replacing, enlarging, decreasing, maintaining, repairing, operating, inspecting, and using one pipeline with all necessary braces, footings, connections, valves, fastenings , foundation sites, and other appliances and fixtures (collectively , “ Grantee’s Facilities”) in, under , above the surface of, and across the Easement Area. The Easement includes the right of ingress and egress to the Easement Area across adjacent lands of Grantor from Chestnut Avenue to the extent Grantor has rights to grant such rights, and to the extent necessary for the convenience of Grantee in the enjoyment of its rights under this Deed. Grantee’s rights under this Deed may be exercised by Grantee’s agents, utility operators, contractors, subcontractors, suppliers, consultants, employees, licensees, invitees, or representatives, or by other authorized persons acting for or on behalf of Grantee (collectively, “Agents”).

2. Subject
to Superior and Prior and Existing Rights . The rights granted by this Deed are expressly subordinate to Grantor’s rights to use the existing creek channel (“Channel”) for the purposes of flood protection, environmental and recreational enhancements, and for all other related purposes, including, without limitation, and at Grantor’s sole and absolute discretion, the right to construct, reconstruct, install, operate, m aintain, and repair the Channel. Grantee acknowledges and agrees that Grantor’s use of the Channel is a public use within the meaning of California Civil Procedure Code section 1240.620, and that Grantor is entitled to continue the public use to which the property is appropriated to the extent that the continuance of such use will not unreasonably interfere with or impair any more necessary public use proposed by Grantee.

Grantor also reserves the right to use the subsurface of Grantor’s real property for the installation, operation, maintenance, repair, or replacement of utilities, including pipes, cable s, or other infrastructure typically required for the above -stated purposes ; provided, however, that such installation, operation, maintenance, repair, or replacement will not require Grantee to relocate, modify or remove Grantee’s Facilities or unreasonably restrict or interfere with Grantee’s rights to access, construct, reconstruct, remove, replace, maintain, repair, operate, inspect, and use Grantee’s Facilities, except as provided by this Easement Deed. Grantor also reserves the right to plant and maintain trees or other vegetation . The rights granted by this Deed also are subject to any prior and existing recorded property rights of third parties, if any. Grantee will be solely liable for the interference with any prior and existing third- party rights. Grantor reserves the right to grant, at its sole and absolute discretion, nonexclusive rights to other third parties within the Easement Area, provided that any such grants will not require Grantee to relocate or remove Grantee’s Facilities or unreasonably restrict or interfere with Grantee’s rights to access, construct, reconstruct, remove, replace, maintain, repair, operate, inspect, and use Grantee’s Facilities, except as provided by this Easement Deed.

3. Notice and Approval of Grantor’s Work in Easement Area . If G rantor or any
of its agents propose or permit excavation or the installation or placement of any improvements by or on behalf of Grantor in, under, across, or above the surface of the Easement Area, prior to any such excavation, installation or placement: (i) Grantor will provide, or cause to be provided,

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) to Grantee such plans and other pertinent documents related to such proposed excavation or improvements as are reasonably requested by Grantee, at the address for Grantee set forth in Section 10 [Notices] below, to provide Grantee an opportunity to review and comment on the proposed excavation or improvements; (ii) Grantor will either obtain Grantee’s written approval of the plans and specifications for any such proposed excavation, installation or placement, which approval may be reasonably conditioned but will not be unreasonably withheld or delayed, or relocate Grantee’s Facilities as set forth in Paragraph 4 ; and (iii) such excavation, installation or placement will be performed in a manner that does not endanger or damage any then- existing Grantee’s Facilities within the Easement Area, except as provided by this Easement Deed.

4. Relocation of Grantee’s Facilities . If G rantor proposes a project or makes a request on behalf of a third-party project in furtherance of Grantor’s rights to use the channel for the purposes of flood protection, environmental and r ecreational enhancements, and related purposes that conflicts with the Easement Area, Grantor shall propose to Grantee an alternative easement on Grantor’s property to relocate Grantee’s Facilities, which is equivalent to the Easement (“Alternative Easement”). The Alternative Easement must contain all rights necessary for Grantee to complete the relocation including any rights on third -party property that may be required. The construction costs for the physical relocation shall be paid fully by Grantee for one relocation of Grantee’s Facilities. For any additional physical relocations of Grantee’s Facilities, the construction costs shall be paid fully by Grantor. Upon recording of a document memorializing the Alternative Easement in a form substantially similar to this Easement Deed, Grantee shall abandon all rights to the Easement Area provided by this Easement Deed pursuant to Paragraph

12. 5. Special Restrictions near Pipe Footings . Gr
antee’s Facilities include two pipe
footings to support the aerial crossing, one on each side of the Channel. The pipe footings are planned to extend approximately one and a half feet (1.5') above the ground surface and three feet below the surface. Grantor will not excavate, or allow any excavation, within three feet (3') of the center point of either pipe footing. No new improvements may be installed within three feet (3') of the center point of either pipe footing. This Section shall not apply to work performed in the Easement Area pursuant to a project described in Paragraph 4.

6. Indemnification. Gr
antee will indemnify, defend, and hold Grantor harmless from and against any direct injury, loss, damage, or liability, costs, or expenses (including re asonable attorneys' fees and court costs) resulting from Grantee’s use of the Easement Area, except to the extent attributable to the negligent or intentional act or omission of Grantor or its Agents.

7. Notification. Gra
ntor and Grantee, and their respective agents and contractors, will not perform, nor permit any person or entity to perform, any excavation work on or about the Easement Area without giving at least thirty (30) days’ written notice to the other party in the manner required by Section 10 [Notices] of this Deed (except in emergencies, where each will give prompt written notice).

8. No Dum ping or Hazardous Materials . Neither Grantor nor Grantee will cause or permit the dumping or other disposal on or about the Easement Area of refuse, hazardous materials, or other materials that are unsightly or could pose a danger to human health or safety or to the environment.

9. Fences and Access Gate.

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) (a) Pedestrian Access Gate. Grantee may install at its sole cost a pedestrian access gate west of the Channel to access Grantee’s Facilities, subject to Grantor’s reasonable approval of the design and location. Grantor, Grantee, and Grantee’s Agents may each install their own lock on the gate.
(b) Pipe Penetration through Fence East of the Channel. Grantee’s pipeline will be above ground on the east side of the Channel and will cross the existing fence. Grantee may install a new fence to provide for the pipe penetration at the point the pipeline crosses, subject to Grantor’s reasonable approval of the design of the new fence. Additionally, Grantee may at the time of fence installation and at other times as needed remove vegetation that interferes with the pipe alignment near the fence and replace with similar vegetation to provide a similar level of screening, but such replacement of vegetation will only be required to the extent possible without damaging the pipeline.
(c) Grantee and/or its designee or utility operator will maintain any fences or ga
tes that Grantee opts to install pursuant to th is Section. Grantor acknowledges that portions of the fencing potentially affected by this Section lie within the Easement Area and portions lie outside of the Easement Area, and that installation and maintenance work will be conducted in those areas. Grantor will own the fencing and access gates installed pursuant to this Section and may modify, remove, or relocate the fencing and access gates, subject to Section 3 [Notice and Approval of Grantor’s Work in the Easement Area ], provided that Grantor provides a new fence or an alternate but equivalently effective security measure to prevent trespass on the Easement Area and vandalism to Grantee’s pipeline where it crosses the Channel.

10. Run with the Land. The provisions, covenants, conditions, and restrictions provided in this Deed will be covenants running with the land pursuant to California Civil Code Sections 1468 and 1471 and will burden and benefit every person having an interest in the Easement Area. Any reference to Grantor in this Deed will include Grantor's agents and all successor owners of all or any part of the Easement Area.

11. Notices. Not ices and other deliveries pursuant to this Deed may be delivered by private messenger service, mail, overnight courier, or delivery service. Any notice or document required or permitted to be delivered by either party will be in writing and will be deemed to be given on the date received by, or on the date receipt was refused by the party; provided, however, that all notices and documents: (a) mailed to a party in the United States Mail, postage prepaid, certified mail, return receipt requested, will be deemed to have been received five (5) postal days after mailing; or (b) delivered by a nationally recognized overnight courier or delivery service will be deemed received the next business day after deposit with a nationally recognized overnight courier or delivery service for overnight delivery. For all purposes the address of the parties will be the following, unless otherwise changed by the party by notice to the other as provided in this subparagraph:

To GRANTOR: Sa
n Mateo County Flood & Sea Level Rise Resiliency
District (OneShoreline)
1700 S. El Camino Real, Suite 502
South San Francisco, California 94402
To GRANTEE: General Manager
San Francisco Public Utilities Commission

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) 525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
With a copy to: Real Estate Director
Real Estate Services Division
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Email: [email protected]
And to: Attn: Real Estate /Finance
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e -mail addresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither party may give official or binding notice orally or by email or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an email or telefacsimile copy of the notice.

12. Abandonment of Easement. G
rantee may, at its sole option, abandon all or part
of the Easement by recording a quitclaim deed. Except as otherwise provided in this Deed, on recording such quitclaim deed, the affected Easement Area and all rights, duties and liabilities under this Deed with respect to such Easement Area shall be terminated and of no further force or effect. No temporary non- use of the Easement Area or other conduct, except for recordation of the quitclaim deed as provided in this paragraph, shall be deemed abandonment of the Easement.

13. Miscellaneous.
(a) Entire Agreement. This Deed is the final expression of and contains the entire agreement between the parties with respect to the matters addressed in this Deed and supersedes all prior understandings with respect to such matters. This Deed may not be modified, changed, supplemented, or terminated, nor may any obligations under this Deed be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted in this Deed. The parties do not intend to confer any benefit under this Deed on any person, firm, or corporation other than the parties to this Deed. (b) Partial Invalidity. If
any term or provision of this Deed, or the application
thereof, to any person or circumstance will be invalid or unenforceable, to any extent, the remainder of this Deed, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby, and each such term and provision of this Deed will be valid and enforced to the fullest extent permitted by law.

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) (c) Waivers. No waiver of any breach of any covenant or provision of this Deed will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision of this Deed. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act. (d) Governing Law; Consent to Jurisdiction. The parties to this Deed acknowledge that this Deed has been negotiated and entered into in the State of California and expressly agree that this Deed will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Any legal action or proceeding brought by either party and arising from or in connection with this Deed or any breach of this Deed will be brought in the California Superior Court for the County of San Mateo.

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) Executed as of this _____ day of ______________, 202__.

GRANTOR: SAN MATEO COUNTY FLOOD AND SEA LEVEL

RISE RESILIENCY DISTRICT
(also known as ONE SHORELINE),
a California special flood control district

By: _________________________________
[NAME]
Its: _________________________________

By: _________________________________
[NAME]
Its: _________________________________

ACCEPTED AND AGREED
GRANTEE:

CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation

By: _________________________________
DENNIS J. HERRERA
General Manager
San Francisco Public Utilities Commission
Date: _______________________________
Authorized by SFPUC Resolution No. __________
and Board of Supervisors Resolution No. ________
APPROVED AS TO FORM:

DAVID CHIU, City Attorney

By: ____________________________
Anna Parlato Gunderson
Deputy City Attorney

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

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

State of California )
) ss
County of ______________ )

On _________________________, before me, ______________________________________, (insert name and title of the officer)
personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __________________________ (Seal)

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

CERTIFICATE OF ACCEPTANCE
As required under Government Code Section 27281, this is to certify that the interest in real property conveyed by the Easement Deed dated ______________, from the San Mateo County Flood and Sea Level Rise Resiliency District a California special district, to the City and County of San Francisco, a municipal corporation ("Grantee"), is hereby accepted by order of its Board of Supervisors' Resolution No. 18110 (Series of 1939), adopted on August 5, 1957, and approved by the Mayor on August 10, 1957, and its Board of Supervisors' Resolution No. _____________, adopted on _______________, and Grantee consents to recordation thereof by its duly authorized officer. Dated _______________, 202__
By: ______________________________
Andrico Q. Penick
Director of Property

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) EXHIBIT A to EASEMENT DEED
Legal Description of Easement Area
[see attached]

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024) EXHIBIT B to EASEMENT DEED

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San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

EXHIBIT C
Preliminary Title Report
[See attached]

Chicago Title Company
1200 Concord Ave., #400, , Concord, CA 94520
Phone: (925) 288-8000 ● Fax:

CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 1 Order No.: 60603968-606-TEO-JM Issuing Policies of Chicago Title Insurance Company
Order No.: 60603968-606-TEO-JM
TO:

San Francisco Public Utilities Commission
525 Golden Gate Avenue
San Francisco, CA 94102
Phone: (415) 551-3000
ATTN:

Dina Brasil
Reference No.:

Title Officer: Jeff Martin
Email: [email protected]

1200 Concord Ave., #400,
Concord, CA 94520
Phone: (925) 288-8000
PROPERTY ADDRESS: APN: 011-322-200, South San Francisco, CA

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

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

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

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

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

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

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land.

Chicago Title Company
By:

Authorized Signature

Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 2 Order No.: 60603968-606-TEO-JM

AMENDED PRELIMINARY REPORT
EFFECTIVE DATE: February 3, 2023 at 7:30 a.m., Amended: February 24, 2023, Amendment No. A
ORDER NO.: 60603968-606-TEO-JM
The form of policy or policies of title
insurance contemplated by this report is:

ALTA Extended Owner's Policy (7-1-21)

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

A Fee

2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:

San Mateo County Flood Control District

3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS:

See Exhibit A attached hereto and made a part hereof.

Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 3 Order No.: 60603968-606-TEO-JM

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SOUTH SAN FRANCISCO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Parcel One:

Parcel 1541-1:

BEGINNING at the most Southerly corner of Parcel I as shown on that certain Map entitled "Record of Survey of a Portion of Parcels 5, 6 & 7 as described in the Deed recorded in Volume 528 or Official Records at Page 195; a portion of ‘BURI BURI RENEBO’, South San Francisco, California”, filed in the office of the County Recorder of San Mateo County, State of California on December 17, 1963 in Book 5 of Licensed Land Surveyors Maps at

Westerly corner of said Parcel I, thence along the Northwesterly line of said Parcel I, North 53° 18’ 04” East 25.04 feet; thence South 78° 24' 56” East 6.03 feet; thence: South 59°39’35" East 754.10 feet to the Northwesterly line of Chestnut Avenue; thence South 43° 35’ West 25.68 feet to the point of beginning.

Parcel Two:

Parcel 1545:

BEGINNING at the most Southerly corner of Parcel One as shown on that certain Map entitled "Record of Survey of a Portion of Parcels 5, 6 and 7 as described in the Deed recorded in Volume 528 of Official Records at Page 195; a Portion of 'Buri Buri Rancho'; South San Francisco, California”, which Map was filed on December 17, 1963 in Book 5 of Licensed Land Surveyors Maps at Page 103, Records of Sen Mateo County, State of California; thence from said point of beginning along the Southwesterly line of said Parcel One North 59° 39’ 35" West 119.66 feet; thence South 30° 20' 25" West. 50.00 feet; thence South 59° 39' 35" East 107.89 feet; thence North 43° 35' East 51.37 feet to the point of beginning.

Parcel Three:

A portion of that certain parcel of land conveyed to Conchita Stoltman, an unmarried woman, by Deed recorded April 17,
1967, in Book 5295, Official Records of San Mateo County, at Page 109 (Recorders Serial No. 42313-AA) more particularly described as follows:

Beginning at the most Northerly corner of Parcel One in the Deed referred to above, said point lying on the Northeasterly line of the 50 foot wide easement described as Parcel One in the Deed to the City of South San Francisco recorded March 9, 1936. in Book 680, Official Records of San Mateo County, at Page 232 (Recorders Serial No. 75074-C), thence from said point of beginning along the Northeasterly line of said 50 foot easement South 59° 39' 35" East, 191.92 feet to the most Northerly corner of the parcel conveyed to the San Mateo County Flood Control District by Deed recorded October 27, 1975 in Book 6967, Official Records of San Mateo County, at

thence North 59° 39’ 35” West 214.31 feet to the Northwesterly line of the lands of Stoltman (42313-AA); thence along said Northwesterly line North 56° 47' 35" East 50.26 feet to the point of beginning Chicago Title Company

EXHIBIT A
(Continued)
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 4 Order No.: 60603968-606-TEO-JM Parcel Four:

BEGINNING. at the Northwesterly corner. of the lands conveyed to Raymond Wong et al by Deed recorded October 8, 1975 in Book 6864, Official Records of San Mateo County, at Page 430 (Recorder's Serial No. 57790-AI), said Point of Beginning also being the intersection of the Southeasterly line of Oak Avenue and the Northeasterly line of Mission Road (66 feet. wide) THENCE from said’ Point of Beginning along the Northeasterly line of Mission Road South 32° 38’ 31" East 56.15 feet; THENCE North 51° 20’ 35" East 15.04 feet; THENCE South 58°28’14” East 277.04. feet; THENCE North 57° 58' 56” East 50.26 feet to a point in the Southwesterly line of Lands conveyed to the San Mateo County Flood Control District by Deed from the California Water Service Company recorded September 4, 1975, in Book 6928, Official Records of San Mateo County at Pape 148 (Recorder’s Serial No. 86375-AI); THENCE along said Southwesterly line North 58° 28’ 14" West 340.37 feet to a point in the Southeasterly line of Oak Avenue; THENCE along said Southeasterly line South 54° 29’ 25" West.37.67 feet to the Point of Beginning.

Parcel Five:

A portion of that certain Parcel of land conveyed to Edward G. Giavia et al., by that certain Trustee's Deed upon sale recorded February 15, 1968, in
Book 5432, Official Records of San Mateo County, at Page 275 (Recorders Series No. 19563AB) more particularly described as follows:

Beginning at the most Northerly corner of said parcel (19563AB) and running thence along Northwesterly line of said parcel South 56° 47' 35" West 50.26 feet; thence South 59°39'35" East 111.75 feet to the Southeasterly line of said parcel conveyed to Giavia; thence, along said Southeasterly line North 56° 47' 35" East 50.26 feet to the Northeasterly line of the 50 foot wide easement described as Parcel One in the Deed to the City of South San Francisco recorded March 9, 1936, in Book 680, Official Records of San Mateo County, at Page 232 (Recorders Series No. 75074-C), said point also being the Easterly corner of the parcel conveyed to Giavia (19563AB); thence along the Northeasterly line of said 50 foot easement North 59° 39' 35" West 111.75 feet to the point of beginning.

APN: 011-322-200
Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 5 Order No.: 60603968-606-TEO-JM

EXCEPTIONS

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

1. There were no taxes levied for the fiscal year 2022-2023 as the property was vested in a public entity.

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

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

4. Rights and easements for navigation and fishery which may exist over that portion of said Land lying
beneath the waters of Colma Creek.

5. Any rights in favor of the public which may exist on said Land if said Land or portions thereof are or were at any time used by the public.

6. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: City of South San Francisco, a municipal corporation Purpose: Drainage Canal
Recording Date: March 9, 1936
Recording No: Book 680, Page 232, of Official Records
Affects: Parcels Two, Three, Four and Five
Reference is hereby made to said document for full particulars.

Affects: Parcels Two, Three, Four and Five

7. Matters contained in that certain document
Entitled: Grant Deed
Dated: May 6, 1955
Executed by: California Water Service Company, a corporation and Safeway Stores, incorporated, a corporation
Recording Date: May 10, 1955
Recording No: Book 2794, Page 112, of Official Records
Reference is hereby
made to said document for full particulars.

8. Easement(s) for the
purpose(s) shown below and rights incidental thereto as reserved in a document; Reserved by: Safeway Stores, incorporated, a Corporation Purpose: Sewer
Recording Date: June 12, 1958
Recording No: Book 3407, Page 546, of Official Records
Affects: Portion of Parcel Two
Purpose: Drainage
Affects: Portion of Parcel Three
Chicago Title Company

EXCEPTIONS
(Continued)
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 6 Order No.: 60603968-606-TEO-JM

9. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: City of South San Francisco , a political subdivision of the State of California Purpose: Storm Drain
Recording Date: March 14, 1968
Recording No: Book 5444, Page 122, of Official Records
Affects: The Northwesterly portion of Parcel One
Reference is hereby made to said document for full particulars.

10. Easement(s) for the purpose(s) shown below and rights incidental thereto as reserved in a document; Reserved by: California Water Service Company
Purpose: Ingress and egress
Recording Date: September 4, 1975
Recording No: 86375A1, Book 6928, Page 148, of Official Records Affects: The Northeasterly 20 feet of Parcel One

11. A
notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of
said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document
Recording Date: July 16, 1993
Recording No: 93117799, of Official Records
Redevelopment Agency: City of South San Francisco
And by various amendments of record.

12. The requirement that a resolution of the Board of Directors of San Mateo County Flood Control District be submitted authorizing the execution of any documents, prior to the close of escrow.

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

Party(s): Vestee(s) herein
The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit.

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

15. The requirement that the complete and correct name(s) of the buyer(s) in this transaction be submitted to the Title Department at least 5 days prior to the close of Escrow.

Chicago Title Company

EXCEPTIONS
(Continued)
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 7 Order No.: 60603968-606-TEO-JM

16. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records.

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

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

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

18. The transaction contemplated in connection with this Report is subject to the review and approval of the Company’s Corporate Underwriting Department. The Company reserves the right to add additional items or make further requirements after such review.

END OF EXCEPTIONS
Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 1 Order No.: 60603968-606-TEO-JM NOTES

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

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

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

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

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

5. The application for title insurance was placed by reference to only a street address or tax identification number.

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

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

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

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

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

Chicago Title Company
NOTES
(Continued)
CLTA Preliminary Report Form (Modified 11/17/06) Last Saved: 2/24/2023 3:45 PM by SS2 lPrelm (DSI Rev. 04/10/20) Page 2 Order No.: 60603968-606-TEO-JM

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

END OF NOTES
Jeff Martin/t1n
Wire Fraud Alert Page 1
Original Effective Date: 5/11/2017
Current Version Date: 5/11/2017 WIRE0016 (DSI Rev. 12/07/17) TM and
© Fidelity National Financial, Inc. and/or an affiliate. All rights reserved Wire Fraud Alert
This Notice is not intended to provide legal or professional advice.

If you have any questions, please consult with a lawyer.

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

In addition, the following non‐exclusive self‐protection strategies are recommended to minimize exposure to possible wire fraud.
 NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction.
 ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster.  USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts.
 USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature.

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

Federal Bureau of Investigation: Internet Crime Complaint Center:
http://www.fbi.gov http://www.ic3.gov
Chicago Title Company
1200 Concord Ave., #400, , Concord, CA 94520
Phone: (925) 288-8000 ● Fax:

Notice of Available Discounts (Rev. 01-15-20) Last Saved: February 24, 2023 by SS2 MISC0164 (DSI Rev. 03/12/20) Escrow No.: 60603968-606-TEO-JM Notice of Available Discounts
Pursuant to
Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts.

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

Not all discounts are
offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount.

FNF Underwritten Title Company Underwritten by FNF Underwriters CTC – Chicago Title company CTIC – Chicago Title Insurance Company CLTC – Commonwealth Land Title Company CLTIC - Commonwealth Land Title Insurance Company FNTC – Fidelity National Title Company of California FNTIC – Fidelity National Title Insurance Company FNTCCA - Fidelity National Title Company of California FNTIC - Fidelity National Title Insurance Company TICOR – Ticor Title Company of California CTIC – Chicago Title Insurance Company LTC – Lawyer’s Title Company CLTIC – Commonwealth Land Title Insurance Company SLTC – ServiceLink Title Company CTIC – Chicago Title Insurance Company Available Discounts

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

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

FNF Privacy Statement (Eff. August 1, 2021) Copyright © 2021. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 07/29/21) Page 1 Order No. 60603968-606-TEO-JM FIDELITY NATIONAL FINANCIAL, INC.

PRIVACY NOTICE
Effective August 1, 2021
Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, “FNF,” “our,” or “we”) respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information.

A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on
the subsidiary’s website and this Privacy Notice does not apply.

Collection of Personal Information
FNF may collect the following categories of Personal Information:
 contact information (e.g., name, address, phone number, email address);  demographic information (e.g. , date of birth, gender, marital status);  identity information (e.g. Social Security Number, driver’s license, passport, or other government ID number);  financial account information (e.g. loan or bank account information); and  other personal information necessary to provide products or services to you.

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

Collection of Browsing Information
FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (each an “FNF Website”) from your Internet browser, computer, and/or device:
 Internet Protocol (IP) address and operating system;
 browser version, language, and type;
 domain name system requests; and
 browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website.

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

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

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

Web Beacons.

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

Do Not Track
. Currently our FNF Websites do not respond to “Do Not Track” features enabled through your browser.

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

Use of Personal Information
FNF uses Personal Information for three main purposes:
 To provide products and services to you or in connection with a transaction involving you.  To improve our products and services.
 To communicate with you about our, our affiliates’, and others’ products and services, jointly or independently.

When Information Is Disclosed
We may disclose your Personal Information and Browsing Information in the following circumstances:
 to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure;  to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions;

FNF Privacy Statement (Eff. August 1, 2021) Copyright © 2021. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 07/29/21) Page 2 Order No. 60603968-606-TEO-JM  to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you;
 to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or  in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public.

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

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

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

Choices With Your Information
If you do not want FNF to share your information among our affiliates to directly market to you, you may send an “opt out” request as directed at
the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you without your consent.

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

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

For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 714-2710 or by contacting us via the information set
forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: [email protected].

For Oregon Residents:

We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes.

For Vermont Residents:

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

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

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

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

FNF Privacy Statement (Eff. August 1, 2021) Copyright © 2021. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 07/29/21) Page 3 Order No. 60603968-606-TEO-JM Your Consent To This Privacy Notice; Notice Changes
By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice’s effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice.

Accessing and Correcting Information; Contact Us
If you have questions, would like to correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, visit FNF’s Opt Out Page or contact us by phone at (888) 714-2710 or by mail to:

Fidelity National Financial, Inc.
601 Riverside Avenue,
Jacksonville, Florida 32204
Attn: Chief Privacy
Officer

Attachment One – CA (Rev. 05-06-16) Page 1
© California Land Title Association. All
rights reserved.

The use of this Form is restricted to CLTA
subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California
Land Title Association.

ATTACHMENT ONE (Revised 05-06-16)

CALIFORNIA

LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY – 1990

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE

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

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

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

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described
in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

4. Risks:
a.
that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date,
but not to Us, unless they are recorded in the Public Records at the Policy Date;

Attachment One – CA (Rev. 05-06-16) Page 2
© California Land Title Association. All
rights reserved.

The use of this Form is restricted to CLTA
subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California
Land Title Association.
c. that result in no loss to You; or
d. that first
occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.

5. Failure to pay value for Your Title.

6. Lack of a right:
a. to any land outside
the area specifically described and referred to in paragraph 3 of Schedule A; and b. in
streets, alleys, or waterways that touch the Land.

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

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

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

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

LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows:
 For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

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

Your Deductible Amount
Our Maximum Dollar
Limit of Liability
Covered Risk 16: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less)
$ 10,000.00
Covered Risk 18: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less)
$ 25,000.00
Covered Risk 19: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less)
$ 25,000.00
Covered Risk 21: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less)
$ 5,000.00
2006 ALTA LOAN POLICY (06-17-06)

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

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

This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

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

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

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

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

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured
Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a
preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

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

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage
policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
{Except as provided in Schedule B - Part II,{ t{or T}his policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise
by reason of:

Attachment One – CA (Rev. 05-06-16) Page 3
© California Land Title Association. All
rights reserved.

The use of this Form is restricted to CLTA
subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California
Land Title Association.
{PART I
{The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

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

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

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

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

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

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

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

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

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

This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

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

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

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a
fraudulent conveyance or fraudulent transfer; or
(b) a
preferential transfer for any reason not stated in Covered Risk 9 of this policy.

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

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage
policy will also include the following Exceptions from Coverage:

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

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

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

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

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

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

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

7. {Variable exceptions such as taxes,
easements, CC&R’s, etc. shown here.}

Attachment One – CA (Rev. 05-06-16) Page 4
© California Land Title Association. All
rights reserved.

The use of this Form is restricted to CLTA
subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California
Land Title Association.

ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY – ASSESSMENTS PRIORITY (04-02-15)

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

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

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

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

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

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

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

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

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

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

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

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

D-1
San Mateo County Flood Control (OneShoreline) PSA (2-5-2024)

EXHIBIT D
Certificate of Transferor
Other Than An Individual
(FIRPTA Affidavit)
Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, the transferee of certain real property located in the County of San Mateo, California, that withholding of tax is not required upon the disposition of such U.S. real property interest by _____________________ ______________________________________, a _____________________________________ (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor’s U.S. employer identification number is ______________; and

3. Transferor’s office address is __________________________________________ _____________________________________________________________________________.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor.

Dated: _________________, 202__.

On behalf of:

____________________________________,
[NAME]
a ___________________________________,

By: ________________________________,
[NAME]
Its: ________________________________

1 Attachment 2 - (Easement Deed OneShoreline to SFPUC) (11-17-23)

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Director of Property
Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, California 94102
With a conformed copy to:

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

San Mateo County Flood and Sea Level Rise
Resiliency District (OneShoreline)
Attn: Len Materman
1700 S. El Camino Real, Suite 502
South San Francisco, California 94402
The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and
Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105)

APN: 011-322-200 SPACE ABOVE THIS LINE FOR RECORDER'S USE

EASEMENT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowl edged, the SAN MATEO COUNTY FLOOD AND SEA LEVEL RISE RESILIENCY DISTRICT ( also known as ONE SHORELINE) , a California special flood control district (“ Grantor”), hereby grants to the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“Grantee”), an easement for pipe footings and a water pipeline crossing the existing flood control channel aerially (the “Easement”) in, on, over, under, upon, along, and/or across certain portions of Grantor’s real property located in the City of South San Francisco, County of San Mateo, State of California, more particularly described on the attached Exhibit A and depicted on the attached Exhibit B (the “Easement Area”).

Grantor will retain such rights and privileges to use the Easement Area as are not inconsistent with this Easement, subject to the conditions, covenants, and restrictions in this Deed.

Grantor will not do or allow anything in, on, under, or about the Easement Area that could damage or interfere with Grantee’s Facilities (as defined in Section 1 [Nature of Easement] ), except as provided by this Easement Deed.

1. Nature of Easement. Th e Easement is a perpetual, nonexclusive easement in gross for purposes of accessing, constructing, reconstructing, removing, replacing, enlarging, decreasing, maintaining, repairing, operating, inspecting, and using one pipeline with all necessary braces, footings, connections, valves, fastenings , foundation sites , and other appliances and 2 Attachment 2 - (Easement Deed OneShoreline to SFPUC) (11-17-23) fixtures (collectively , “ Grantee’s Facilities”) in, under , above the surface of, and across the Easement Area. The Easement includes the right of ingress and egress to the Easement Area across adjacent lands of Grantor from Chestnut Avenue to the extent Grantor has rights to grant such rights, and to the extent necessary for the convenience of Grantee in the enjoyment of its rights under this Deed. Grantee’s rights under this Deed may be exercised by Grantee’s agents, utility operators, contractors, subcontractors, suppliers, consultants, employees, licensees, invitees, or representatives, or by other authorized persons acting for or on behalf of Grantee (collectively, “Agents”).

2. Subjec t to Superior and Prior and Existing Rights . The rights granted by this Deed are expressly subordinate to Grantor’s rights to use the existing creek channel (“Channel”) for the purposes of flood protection, environmental and recreational enhancements , and for all other related purposes, including, without limitation, and at Grantor’s sole and absolute discretion, the right to construct, reconstruct, install, operate, maintain, and repair the Channel. Grantee acknowledges and agrees that Grantor’s use of the Channel is a public use within the meaning of California Civil Procedure Code section 1240.620, and that Grantor is entitled to continue the public use to which the property is appropriated to the extent that the continuance of such use will not unreasonably interfere with or impair any more necessary public use proposed by Grantee.

Grantor also reserves the right to use the subsurface of Grantor’s real property for the installation, operation, maintenance, repair, or replacement of utilities, including pipes, cable s, or other infrastructure typically required for the above -stated purposes ; provided, however, that such installation, operation, maintenance, repair, or repl acement will not require Grantee to relocate, modify or remove Grantee’s Facilities or unreasonably restrict or interfere with Grantee’s rights to access, construct, reconstruct, remove, replace, maintain, repair, operate, inspect, and use Grantee’s Facilities, except as provided by this Easement Deed. Grantor also reserves the right to plant and maintain trees or other vegetation . The rights granted by this Deed also are subject to any prior and existing recorded property rights of third parties, if any. Grantee will be solely liable for the interference with any prior and existing third-party rights. Grantor reserves the right to grant, at its sole and absolute discretion, nonexclusive rights to other third parties within the Easement Area, provided that any such grants will not require Grantee to relocate or remove Grantee’s Facilities or unreasonably restrict or interfere with Grantee’s rights to access, construct, reconstruct, remove, replace, maintain, repair, operate, inspect, and use Grantee’s Facilities, except as provided by this Easement Deed.

3. Notice and Approval of Grantor’s Work in Easement Area . If G rantor or any
of its agents propose or permit excavation or the installation or placement of any improvements by or on behalf of Grantor in, under , across, or above the surface of the Easement Area, prior to any such excavation, installation or placement: (i) Grantor will provide, or cause to be provided, to Grantee such plans and other pertinent documents related to such proposed excavation or improvements as are reasonably requested by Grantee, at the address for Grantee set forth in Section 10 [Notices] below, to provide Grantee an opportunity to review and comment on the proposed excavation or improvements; (ii) Grantor will either obtain Grantee’s written approval of the plans and specifications for any such proposed excavation, installation or placement, which approval may be reasonably conditioned but will not be unreasonably withheld or delayed, or relocate Grantee’s Facilities as set forth in Paragraph 4; and (iii) such excavation, installation or placement will be performed in a manner that does not endanger or damage any then- existing Grantee’s Facilities within the Easement Area, except as provided by this Easement Deed. 3 Attachment 2 - (Easement Deed OneShoreline to SFPUC) (11-17-23)

4. Relocation of Grantee’s Facilities . If Grantor proposes a project or makes a request on behalf of a third-party project in furtherance of Grantor’s rights to use the channel for the purpose s of flood protection, environmental and recreational enhancements , and related purposes that conflicts with the Easement Area , Grantor shall propose to Grantee an alternative easement on Grantor’s property to relocate Grantee’s Facilities, which is equival ent to the Easement (“Alternative Easement”). The Alternative Easement must contain all rights necessary for Grantee to complete the relocation including any rights on third -party property that may be required. The construction costs for the physical relocation shall be paid fully by Grantee for one relocation of Grantee’s Facilities. For any additional physical relocations of Grantee’s Facilities, the construction costs shall be paid fully by Grantor. Upon recording of a document memorializing the Alternative Easement in a form substantially similar to this Easement Deed, Grantee shall abandon all rights to the Easement Area provided by this Easement Deed pursuant to Paragraph

12. 5. Special Restrictions near Pipe Footings . Gr antee’s Facilities include two pipe footings to support the aerial crossing, one on each side of the Channel. The pipe footings are planned to extend approximately one and a half feet (1.5') above the ground surface and three feet below the surface. Grantor will not excavate, or allow any excavation, within three feet (3') of the center point of either pipe footing. No new improvements may be installed within three feet (3') of the center point of either pipe footing. This Section shall not apply to work performed in the Easement Area pursuant to a project described in Paragraph 4.

6. Indemnification. Gr
antee will indemnify, defend, and hold Grantor harmless from and against any direct injury, loss, damage, or liability, costs, or expenses (including reasonable attorneys' fees and court costs) resulting from Grantee’s use of the Easement Area, except to the extent attributable to the negligent or intentional act or omission of Grantor or its Agents.

7. Notification. Gra
ntor and Grantee, and their respective agents and contractors, will not perform, nor permit any person or entity to perform, any excavation work on or about the Easement Area without giving at least thirty (30) days’ written notice to the other party in the manner required by Section 10 [Notices] of this Deed (except in emergencies, where each will give prompt written notice).

8. No Dum ping or Hazardous Materials . Neither Grantor nor Grantee will cause or permit the dumping or other disposal on or about the Easement Area of refuse, hazardous materials, or other materials that are unsightly or could pose a danger to human health or safety or to the environment.

9. Fences and Access Gate.
(a) Pedestrian Access Gate. Grantee may install at its sole cost a pedestrian access gate west of the Channel to access Grantee’s Facilities, subject to Grantor’s reasonable approval of the design and location. Grantor, Grantee, and Grantee’s Agents may each install their own lock on the gate.
(b) Pipe Penetration through Fence East of the Channel. Grantee’s pipeline will be above ground on the east side of the Channel and will cross the existing fence. Grantee may install a new fence to provide for the pipe penetration at the point the pipeline crosses, subject to Grantor’s reasonable approval of the design of the new fence. Additionally, Grantee may at the 4 Attachment 2 - (Easement Deed OneShoreline to SFPUC) (11-17-23) time of fence installation and at other times as needed remove vegetation that interferes with the pipe alignment near the fence and replace with similar vegetation to provide a similar level of screening, but such replacement of vegetation will only be required to the extent possible without damaging the pipeline.
(c) Grantee and/or its designee or utility operator will maintain any fences or gat
es that Grantee opts to install pursuant to this Section. Grantor acknowledges that portions of the fencing potentially affected by this Section lie within the Easement Area and portions lie outside of the Easement Area, and that installation and maintena nce work will be conducted in those areas. Grantor will own the fencing and access gates installed pursuant to this Section and may modify, remove, or relocate the fencing and access gates, subject to Section 3 [Notice and Approval of Grantor’s Work in the Easement Area ], provided that Grantor provides a new fence or an alternate but equivalently effective security measure to prevent trespass on the Easement Area and vandalism to Grantee’s pipeline where it crosses the Channel.

10. Run with the Land. The provisions, covenants, condit ions, and restrictions
provided in this Deed will be covenants running with the land pursuant to California Civil Code Sections 1468 and 1471 and will burden and benefit every person having an interest in the Easement Area. Any reference to Grantor in this Deed will include Grantor's agents and all successor owners of all or any part of the Easement Area.

11. Notices. Not ices and other deliveries pursuant to this Deed may be delivered by private messenger service, mail, overnight courier, or delivery service. Any notice or document required or permitted to be delivered by either party will be in writing and will be deemed to be given on the date received by, or on the date receipt was refused by the party; provided, however, that all notices and documents: (a) mailed to a party in the United States Mail, postage prepaid, certified mail, return receipt requested, will be deemed to have been received five (5) postal days after mailing; or (b) delivered by a nationally recognized overnight courier or delivery service will be deemed received the next business day after deposit with a nationally recognized overnight courier or delivery service for overnight delivery. For all purposes the address of the parties will be the following, unless otherwise changed by the party by notice to the other as provided in this subparagraph:

To GRANTOR: Sa
n Mateo County Flood & Sea Level Rise Resiliency
District (OneShoreline)
1700 S. El Camino Real, Suite 502
South San Francisco, California 94402
To GRANTEE: General Manager
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
With a copy to: Real Estate Director
Real Estate Services Division
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Email: [email protected]
5 Attachment 2 - (Easement Deed OneShoreline to SFPUC) (11-17-23) And to: Attn: Real Estate /Finance
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail addresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither party may give official or binding notice orally or by email or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an email or telefacsimile copy of the notice.

12. Abandonment of Easement. G
rantee may, at its sole option, abandon all or part
of the Easement by recording a quitclaim deed. Except as otherwise provided in this Deed , on recording such quitclaim deed, the affected Easement Area and all rights, duties and liabilities under this Deed with respect to such Easement Area shall be terminated and of no further force or effect. No temporary non- use of the Easement Area or other conduct, except for recordation of the quitclaim deed as provided in this paragraph, shall be deemed abandonment of the Easement.

13. Miscellaneous.
(a) Entire Agreement. This Deed is the final expression of and contains the entire agreement between the parties with respect to the matters addressed in this Deed and supersedes all prior understandings with respect to such matters. This Deed may not be modified, changed, supplemented, or terminated, nor may any obligations under this Deed be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted in this Deed. The parties do not intend to confer any benefit under this Deed on any person, firm, or corporation other than the parties to this Deed. (b) Partial Invalidity. If
any term or provision of this Deed, or the application
thereof, to any person or circumstance will be invalid or unenforceable, to any extent, the remainder of this Deed, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby, and each such term and provision of this Deed will be valid and enforced to the fullest extent permitted by law.
(c) Waivers. No w
aiver of any breach of any covenant or provision of this Deed will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision of this Deed. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act. (d) Governing Law; Consent to Jurisdiction. The parties to this Deed acknowledge that this Deed has been negotiated and entered into in the State of California and expressly agree that this Deed will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Any legal action or proceeding brought by either party and arising from or in connection with this Deed or any breach of this Deed will be brought in the California Superior Court for the County of San Mateo. 6 Attachment 2 - (Easement Deed OneShoreline to SFPUC) (11-17-23) Executed as of this _____ day of ______________, 202__.

GRANTOR: SAN MATEO COUNTY FLOOD AND SEA LEVEL

RISE RESILIENCY DISTRICT
(also known as ONESHORELINE),
a California special flood control district

By: _________________________________
[NAME]
Its: _________________________________

By: _________________________________
[NAME]
Its: _________________________________

ACCEPTED AND AGREED
GRANTEE:

CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation

By: _________________________________
DENNIS J. HERRERA
General Manager
San Francisco Public Utilities Commission
Date: _______________________________
Authorized by SFPUC Resolution No. __________
and Board of Supervisors Resolution No. ________
APPROVED AS TO FORM:

DAVID CHIU, City Attorney

By: ____________________________
Anna Parlato Gunderson
Deputy City Attorney

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

State of California )
) ss
County of ______________ )

On _________________________, before me, ______________________________________, (insert name and title of the officer)
personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State o f California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __________________________ (Seal)

CERTIFICATE OF ACCEPTANCE
As required under Government Code Section 27281, this is to certify that the interest in real property conveyed by the Easement Deed dated ______________, from the San Mateo County Flood and Sea Level Rise Resiliency District a California special district, to the City and County of San Francisco, a municipal corporation ("Grantee"), is hereby accepted by order of its Board of Supervisors' Resolution No. 18110 (Series of 1939), adopted on August 5, 1957, and approved by the Mayor on August 10, 1957, and its Board of Supervisors' Resolution No. _____________, adopted on _______________, and Grantee consents to recordation thereof by its duly authorized officer. Dated _______________, 202__
By: ______________________________
Andrico Q. Penick
Director of Property

EXHIBIT A
Legal Description of Easement Area
[see attached]

EXHIBIT B
Depiction of Easement Area
[see attached]

OneShoreline
South San Francisco
15’ x 77’ Easement
Footing/Thrustblock
Footing/Thrustblock
Pipe

FOOTING DETAILS
Belowground:
• 4’ below finished grade
• 3’6” wide
Aboveground:
• 1’ 5” above finished grade
• 1’6” wide
Proposed Easement Area
Proposed Footing Location