DEPARTMENT Real Estate Services Division AGENDA NO. 8 MEETING DATE October 28, 2025
AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
Calendar: Regular Calendar
Real Estate Director: Rosanna Russell
Approve the Negotiated Purchase of Approximately 41.14 Acres of Real Property Located at 10115 Moccasin Switchback Road, in the Unincorporated Town of Moccasin in Tuolumne County
Summary of Proposed
Commission Action:
Approve the terms and conditions and authorize the General Manager to execute a purchase and sale agreement and associated exhibits for the acquisition of an approximat ely 41.14- acre property located at 10115 Moccasin Switchback Road , in the unincorporated T own of Moccasin in Tuolumne County. The property is improved with an approximately 1,616- square-foot vacant modular dwelling unit. The negotiated $525,000 purchase price includes a $105,000 deposit to be credited against the negotiated purchase price, plus associated closing costs. If approved by this Commission, the acquisition is expected to occur on or before February 16, 2026. This action constitutes the Approval Action for the Project for the purposes of the California Environmental Quality Act (CEQA), pursuant to San Francisco Administrative Code section 31.04(h). The Planning Department has determined that the Project is exempt from the CEQA. The Commission will rely on that determination to make its decision on this action.
Background: The San Francisco Public Utilities Commission (SFPUC or Buyer) has long been interested in potentially acquiring the approximately 41.14-acre parcel in Tuolumne County, located at 10115 Moccasin Switchback Road, in the unincorporated Town of Moccasin and designated as Assessor’s Parcel No. 065-160-018 (Property). Until earlier this year, the Property had never been available for sale but recently the SFPUC was contacted by Cathy L. Davis, as Successor Trustee of the William A. McElwaine Revocable Trust, dated November 2, 2004 (Seller), regarding a potential purchase of the Property by the SFPUC. The Property is identified as a strategic land acquisition by the SFPUC, with some known immediate benefits and future ones that have not yet been specifically identified or detailed.
The most immediate benefit is that City’s ownership of the Property would enable the SFPUC to better protect, secure, and maintain its existing assets, initially installed and maintained under easement rights, including the water conveyance system and overhead power transmission lines. The ongoing security of SFPUC assets is a critical objective of the federal Protected Critical Infrastructure Information Program. Acquiring the Property would also improve the SFPUC’s access to the SFPUC’s Moccasin Penstocks, the Moccasin Power Tunnel, the Surge Shaft, and other facilities (collectively referred to as the Facilities) located within the Property. Acquiring the Agenda Title: Approve Acquisition of Fee Property located in the town of Moccasin within Tuolumne County Commission Meeting Date: October 28, 2025
Property would also enhance the SFPUC’s access rights to maintain, repair, and improve critical existing access roads and points of ingress and egress.
Regarding future benefits, owning the Property in fee would provide the SFPUC with greater flexibility in the planning and design of critical capital projects and improvements. The Property could also potentially serve as a resource for alternative emergency ingress and egress for the Town of Moccasin. Note that any future project, improvement, or new use of the Property post-acquisition would be subject to its own unique, discretionary environmental review and be subject to applicable zoning and laws.
Since discussing the potential acquisition of the Property with the Seller earlier this year, the SFPUC , in consultation with the Office of the City Attorney where applicable, has (i) negotiated the purchase and sale agreement and associated exhibits ( collectively, the Purchase and Sale Agreement); (ii) received a satisfactory Phase 1 environmental assessment; (iii) reviewed and satisfied itself with any title concerns or exceptions from a preliminary title report; ( iv) obtained an appraisal of the Property, which valued the Property at $500,000; (v) determined that when combining the appraised value with the utility system benefits listed above including the assemblage value with existing SFPUC assets on the Property, the benefit to the SFPUC is greater than or equal to ,
the negotiated purchase price of
$525,000; and (vi) prepared a draft survey of record to be recor ded as part of the SFPUC’s acquisition.
Environmental
Review:
On October 7, 2025, the San Francisco Planning Department determined the Project to be categorically exempt from environmental review under the CEQA Guidelines section 15301, Class 1 (Existing Facilities) under Case No. 2025- 009149ENV. The exemption determ
ination can be found here:
https://sfpuc.sharefile.com/public/share/web-
s9e96934b3cfa4e5884d1036e16eee800
This action constitutes the Approval Action for the Project for the purposes of the CEQA, pursuant to San Francisco Administrative Code section
31.04(h).
Budget & Costs: Buyer will pay the negotiated Purchase Price plus all typical closing costs, including title insurance, title research, recording costs, escrow fees, and other customary expenses necessary to close the transaction and acquire the Property. Within 30 days of the date the SFPUC executes the Purchase Agreement, the SFPUC will deposit $105,000 (Deposit) into escrow, to be credited against the negotiated Purchase Price. If the sale of the Property is not consummated due to a City default, t he Deposit will become non- refundable and payable to the Seller.
Description of
Agreement:
Parties to the
Purchase and Sale
Agreement:
City and County of San Francisco, acting
through the SFPUC as Buyer , and Cathy L.
Davis, as Successor Trustee of the William A.
Agenda Title: Approve Acquisition of Fee Property located in the town of Moccasin within Tuolumne County Commission Meeting Date: October 28, 2025
McElwaine Revocable Trust, dated November
2, 2004, as Seller.
Negotiated Purchase
Price:
$525,000, inclusive of a $105,000 Deposit.
Purpose: Purchase of the Property as a strategic land
acquisition.
Location: 10115 Moccasin Switchback Road, in the
unincorporated Town of Moccasin, California,
and designated as Assessor’s Parcel No. 065-
160-018.
Expected Acquisition
Date:
Approximately 30 days after this Commission
adopts a resolution authoriz ing the General
Manager to execute the applicable transaction
documents and agreements contemplated in
this resolution. In no event will the acquisition
occur later than February 16, 2026.
Attachments: 1. Purchase and Sale Agreement
2. Draft Survey of Record of the Property
PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO.
WHEREAS, Cathy L. Davis, as Successor Trustee of the William A. McElwaine Revocable Trust, dated November 2, 2004 (Seller), owns the real property and improvements in the Town of Moccasin in Tuolumne County, California, at APN 065-160-018 (Property); and
WHEREAS, The Property consists of approximately 41.14 acres of land, improved with an approximately 1,616 square foot modular dwelling unit; and
WHEREAS, San Francisco Public Utilities Commission (SFPUC) staff has identified the Property as a strategic real estate acquisition, which would enable the SFPUC to better protect, secure, and maintain its existing assets; and
WHEREAS, Acquiring the Property would improve SFPUC access to the SFPUC’s Moccasin Penstocks, Power Tunnel, and the Surge Shaft, and create greater flexibility in the future as it relates to the planning and design of critical capital projects and improvements; and
WHEREAS, SFPUC staff obtained a fair market value appraisal of the property that determined the Property in its as-is condition to be $500,000; and
WHEREAS, Seller and the City and County of San Francisco, through the SFPUC, negotiated a purchase price of $525,000 (Purchase Price); and
WHEREAS, The SFPUC, in consultation with the Office of the City Attorney, has determined that when combining the fair market value determination plus the utility system benefits, including the assemblage value with existing SFPUC assets on and around the Property, the value to the SFPUC is equal to or greater than the negotiated Purchase Price; and
WHEREAS, The SFPUC desires to enter into a purchase and sale agreement dated August 7, 2025 (Purchase and Sale Agreement) with the Seller for the agreed- upon negotiated Purchase Price, plus closing costs; and
WHEREAS, Upon executing the Purchase and Sale Agreement, the SFPUC would deposit $105,000 (Deposit) into an escrow account to be credited against the negotiated Purchase Price; and
WHEREAS, If the sale is not consummated due to a City’s default, the Deposit will become non-refundable and payable to the Seller; and
WHEREAS, On October 7, 2025, the San Francisco Planning Department determined the Project to be categorically exempt from environmental review under the California Environmental Quality Act Guidelines section 15301, Class 1 (Existing Facilities) under Case No. 2025-009149ENV; now, therefore, be it
RESOLVED, That this Commission hereby approves the terms and conditions of the Purchase and Sale Agreement and authorizes the General Manager to execute the Purchase and Sale Agreement; and, be it
FURTHER RESOLVED, That this Commission herby authorizes the SFPUC General Manager to enter into any amendments or modifications to this Purchase and Sale Agreement, including without limitation, the exhibits, and to enter into any other related documents, instruments, memorandum or other agreements reasonably necessary to consummate the transaction contemplated in the Purchase and Sale Agreement, including making the Deposit, that the General Manager determines, in consultation with the City Attorney, are i n the best interest of the City; do not materially increase the obligations or liabilities of the City; are necessary or advisable to effectuate the purposes and intent of the Purchase and Sale Agreement or this resolution; and are in compliance with all applicable laws, including the City Charter.
I hereby certify that the foregoing resolution was adopted by the San Francisco Public Utilities Commission at its meeting of October 28, 2025.
Director of Commission Affairs
San Francisco Public Utilities Commission
McElwaine Property – Execution Copy
AGREEMENT OF PURCHASE AND SALE FOR REAL ESTATE
by and between
CATHY L. DAVIS, AS SUCCESSOR TRUSTEE OF THE WILLIAM A. MCELWAINE REVOCABLE TRUST, dated November 2, 2004
as Seller
and
CITY AND COUNTY OF SAN FRANCISCO,
a California municipal corporation,
as Buyer
For the purchase and sale of
McElwaine Property
Tuolumne County, California
August 7, 2025
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McElwaine Property – Execution Copy
TABLE OF CONTENTS
Page
1. PURCHASE AND SALE ....................................................................................................1
1.1 Property Included in Sale .........................................................................................1
2. PURCHASE PRICE ............................................................................................................1
2.1 Independent Consideration ......................................................................................1
2.2 Deposit .....................................................................................................................2
2.3 Purchase Price ..........................................................................................................2
2.4 Payment....................................................................................................................2
2.5 Funds ........................................................................................................................2
3. TITLE TO THE PROPERTY ..............................................................................................3
3.1 Conveyance of Title to the Property ........................................................................3
3.2 Title Insurance .........................................................................................................3
4. BUYER’S DUE DILIGENCE INVESTIGATIONS ...........................................................3
4.1 Due Diligence and Time for Satisfaction of Conditions ..........................................3
5. ENTRY ................................................................................................................................3
5.1 City’s Conditions to Closing ....................................................................................3
5.2 Cooperation with City ..............................................................................................6
6. ESCROW AND CLOSING .................................................................................................6
6.1 Opening of Escrow ..................................................................................................6
6.2 Closing Date.............................................................................................................6
6.3 Intentionally Omitted (Closing Date Extension) .....................................................7
6.4 Seller’s Delivery of Documents ...............................................................................7
6.5 City’s Delivery of Documents and Funds ................................................................7
6.6 Other Documents .....................................................................................................7
6.7 Title Company as Real Estate Reporting Person .....................................................8
7. EXPENSES AND TAXES ..................................................................................................8
7.1 Apportionments........................................................................................................8
7.2 Closing Costs ...........................................................................................................8
7.3 Real Estate Taxes and Special Assessments ............................................................8
7.4 Survival ....................................................................................................................8
8. REPRESENTATIONS AND WARRANTIES....................................................................9
8.1 Representations and Warranties of Seller ................................................................9 Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
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McElwaine Property – Execution Copy
8.2 Indemnity ...............................................................................................................11
9. RISK OF LOSS AND POSSESSION ...............................................................................11
9.1 Risk of Loss ...........................................................................................................11
9.2 Possession ..............................................................................................................12
10. MAINTENANCE; CONSENT TO NEW CONTRACTS ................................................12
10.1 Maintenance of the Property by Seller...................................................................12
10.2 City’s Consent to New Contracts Affecting the Property; Termination of Existing Contracts ................................................................................................................12
11. GENERAL PROVISIONS ................................................................................................12
11.1 Notices ...................................................................................................................12
11.2 Brokers and Finders ...............................................................................................13
11.3 Successors and Assigns..........................................................................................13
11.4 Amendments ..........................................................................................................13
11.5 Continuation and Survival of Representations and Warranties .............................13
11.6 Governing Law ......................................................................................................14
11.7 Merger of Prior Agreements ..................................................................................14
11.8 Parties and Their Agents; Approvals .....................................................................14
11.9 Interpretation of Agreement ...................................................................................14
11.10 Attorneys’ Fees ......................................................................................................14
11.11 Sunshine Ordinance ...............................................................................................15
11.12 Conflicts of Interest................................................................................................15
11.13 Notification of Limitations on Contributions ........................................................15
11.14 Non-Liability of City Officials, Employees and Agents .......................................16
11.15 Memorandum of Agreement ..................................................................................16
11.16 Counterparts ...........................................................................................................16
11.17 Effective Date ........................................................................................................16
11.18 Severability ............................................................................................................16
11.19 Agreement Not to Market Prior to Effective Date .................................................16
11.20 Acceptance of Agreement by Seller ......................................................................17
11.21 Cooperative Drafting. ............................................................................................17
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LIST OF EXHIBITS
EXHIBIT A – Real Property Description
EXHIBIT B – Grant Deed
EXHIBIT C – Certificate of Transferor Other Than An Individual (FIRPTA Affidavit) EXHIBIT D – Memorandum of Agreement
EXHIBIT E – Bill of Sale
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 1 McElwaine Property – Execution Copy
AGREEMENT OF PURCHASE AND SALE FOR REAL ESTATE
(McElwaine Property, Tuolumne County; APN: 065-160-18) THIS AGREEMENT OF PURCHASE AND SALE FOR REAL ESTATE (this “Agreement”) dated for reference purposes only as of August 7, 2025, is by and between CATHY L. D AVIS, AS SUCCESSOR TRUSTEE OF THE WILLIAM A. M CELWAINE REVOCABLE TRUST, dated November 2, 2004 (“Seller”), and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ( “Buyer” or “City”). Seller and City sometimes are referred to collectively in this Agreement as the “Parties” or singularly as a “Party.” IN CONSIDERATION of City’s payment of the Independent Consideration described in Section 2.1 (Independent Consideration), the receipt of which is hereby acknowledged by Seller, and the respective agreements contained hereinbelow, Seller and City agree as follows:
1. PURCHASE AND SALE
1.1 Property Included in Sale
Seller agrees to sell and convey to City, and City agrees to purchase from Seller, subject to the terms, covenants and conditions hereinafter set forth, the following:
(a) the real property consisting of approximately forty-two (42) acres of land, located in the City of Moccasin, County of Tuolumne, commonly known as the McElwaine Property and more particularly described in the attached Exhibit A (the “Property”); (b) all improvements and fixtures, including fences and retaining walls, if any, located on the Property (collectively, the “Improvements”); (c) all rights, privileges, and easements incidental or appurtenant to the Property or Improvements, including all minerals, oil, gas and other hydrocarbon substances on and under the Property, as well as all development rights, air rights, water, water rights, riparian rights and water stock relating to the Property, and all easements, rights -of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Property, and all of Seller ’s right, title and interest in and to all roads and alleys adjoining or servicing the Property (collectively, the “Appurtenances”); and
(d) 2004 Silver Crest Manufactured Home (“Mobile Home”), consisting of 1715 sq ft., 3 Bedrooms + 2 Bathrooms, with the following identifications:
Section #1: Serial number: 17310961A / HUD Label: HWC352824 Section #2: Serial number:17310961B / HUD Label: HWC352825
All of the items referred to in Subsections (a), (b ), (c), and (d) above collectively are referred to as the “Property.”
2. PURCHASE PRICE
2.1 Independent Consideration
(a) City will pay and deliver to Seller the sum of One Hundred Dollars ($100) of the Purchase Price as separate and independent consideration (“Independent Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 2 McElwaine Property – Execution Copy
Consideration”) for Seller’s execution of this Agreement and agreement to sell the Property to City on the terms and conditions set forth in this Agreement. The Independent Consideration is not applicable to the Purchase Price and is non-refundable to City in the event this Agreement terminates.
2.2 Deposit
Within thirty (30) days after the Effective Date, City will cause the Title Company to deposit One Hundred and Five Thousand Dollars ($105,000) (the “Deposit”) into an interest- bearing account at a bank or financial institution approved by City in writing, and the term Deposit will include any interest earned thereon. Unless this Agreement is terminated and the Deposit disbursed as provided in this Agreement, the Deposit will be applied to the Purchase Price at Closing. If City terminates this Agreement for failure of any condition precedent under this Agreement, then City and Seller will equally share all title fees and escrow cancellation fees and Seller and City will instruct the Escrow Agent to immediately return the Deposit to City. If the sale of the Property is not consummated because of a City default, then City will pay all title fees and escrow cancellation fees and Seller and City will instruct the Escrow Agent to immediately release the Deposit to Seller. If City terminates this Agreement due to a Seller default, then Seller will pay all title fees and escrow cancellation fees and Seller and Buyer will instruct the Escrow Agent to immediately return the Deposit to City.
2.3 Purchase Price
The total purchase price for the Property is Five-Hundred Twenty-Five Thousand Dollars ($525,000) (the “Purchase Price”).
2.4 Payment
On the Closing Date (defined in Section 6.2 [Closing Date] below), City will pay the Purchase Price, adjusted pursuant to the provisions of Section 7 [Expenses and Taxes], and reduced by any credits due City under this Agreement.
Seller acknowledges and agrees that if Seller fails at Closing to deliver to City the documents required under Subsections 6.4(c) and (d) [Seller’s Delivery of Documents], City may be required to withhold and remit to the appropriate tax authority a portion of the Purchase Price pursuant to Section 1445 of the United States Internal Revenue Code of 1986, as amended (the “Federal Tax Code ”) or Sections 18662 and 26131 of the California Revenue and Taxation Code (the “State Tax Code ”). City and Seller will designate Title Company (defined in Section 3.2 [Title Insurance] below) as the party responsible for implementing such withholding and remitting and reporting the transaction to the taxing authority. Any amount properly 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.
2.5 Funds
All payments made by any Party 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 to Title Company (defined in Section 3.2 [Title Insurance] below), as escrow agent.
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3. TITLE TO THE PROPERTY
3.1 Conveyance of Title to the Property
At the Closing Seller will convey to City, or its nominee, marketable and insurable fee simple title to the Property, by duly executed and acknowledged grant deed in the form attached as Exhibit B (the “Deed”), subject to the Accepted Conditions of Title (defined in Section 3.2 [Title Insurance] below). Seller shall separately convey the Mo bile Home at Closing pursuant to a bill of sale in the form attached hereto as Exhibit E (“Bill of Sale”).
3.2 Title Insurance
Delivery of title in accordance with the preceding Section will be evidenced by the commitment of Chicago Title Company (the “Title Company ”) to issue to City an ALTA extended coverage owner ’s policy of title insurance ( Form ALTA 2006 – updated 6/17/2006 ) (the “Title Policy ”), or an alternative policy City may require, in the amount of the Purchase Price, insuring fee simple title to the Property in City free of the liens of 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 pursuant to Subsection 5.1(a) below. The Title Policy will provide full coverage against mechanics’ and materialmen’s liens arising out of the construction, repair or alteration of any of the Property, will delete any required arbitration provision and will contain an affirmative endorsement that there are no violations of restrictive covenants, if any, affecting the Property such special endorsements as City may reasonably request. The Title Policy will also provide for reinsurance with direct access with such companies and in such amounts as City may reasonably request.
4. BUYER’S DUE DILIGENCE INVESTIGATIONS
4.1 Due Diligence and Time for Satisfaction of Conditions City has been given a full opportunity to investigate the Property, either independently or through agents of City ’s own choosing, including the opportunity to conduct such appraisals, inspections, tests, audits, verifications, inventories, investigations and other due diligence regarding the economic, physical, environmental, title and legal conditions of the Property as City deems fit, as well as the suitability of the Property for City ’s intended uses (the “Due Diligence Period ”). As of the Effective Date [Section 1 1.7]] City and its Agents the Due Diligence P eriod has expired , subject to the terms and conditions provided below. Seller has delivered to City all of the Documents and other items in its possession described in Subsection 5.1(d).
5. ENTRY
At all times prior to the Closing Date Seller will afford City and its Agents reasonable access to the Property for the purposes of satisfying City with respect to the representations, warranties and covenants of Seller contained herein and the satisfaction of the Conditions Precedent including the drilling of test wells and the taking of soil boring s. In the event this Agreement is terminated for any reason other than Seller ’s default hereunder, City will restore the Property to substantially the condition it was found subject to applicable laws.
5.1 City’s Conditions to Closing
The following are conditions precedent to City ’s obligation to purchase the Property (collectively, “Conditions Precedent”):
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 4 McElwaine Property – Execution Copy
(a) City will have reviewed and approved title to the Property, as follows:
(i) A current extended coverage preliminary report on the Property, issued by Title Company, accompanied by copies of all documents referred to in the report (collectively, the “Preliminary Report”);
(ii) Within the period referred to in clause (i) above, Seller will deliver to Buyer copies of any existing or proposed easements, covenants, restrictions, agreements , or other documents that affect the Property, and are not disclosed by the Preliminary Report, or, if Seller knows of no such documents, a written certification of Seller to that effect; and (iii) City may at its option arrange for an ALTA survey of the Property prepared by a licensed surveyor (the “Survey”). Such survey will be acceptable to, and certified to, City and Title Company and in sufficient detail to provide the basis for and the Title Policy without boundary, encroachment or survey exceptions.
City will have advised Seller, what exceptions to title, if any, City is willing to accept (the “Accepted Conditions of Title ”). City ’s failure to so advise Seller within such period will be deemed disapproval of title. Seller will have ten (10) days after receipt of City’s notice of any objections to title to give City: (A) evidence satisfactory to City of the removal of all objectionable exceptions from title or that such exceptions will be removed or cured on or before the Closing (defined in Section 6.2 [Closing Date] below); or (B) notice that Seller elects not to cause such exceptions to be removed. If Seller gives notice under clause (B), City will have ten (10) business days to elect to proceed with the purchase or terminate this Agreement. If City will fail to give Seller notice of its election within such ten (10) days, City will be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and City is unwilling to take title subject thereto, Seller will be in default under this Agreement and City will have the rights and remedies provided herein or at law or in equity. (b) City’s review and approval, within the Due Diligence Period, of the physical and environmental conditions of the Property. Such review may include an examination for the presence or absence of any Hazardous Material (defined in Subsection 8.1(j) [Representations and Warranties of Seller ] below). City will be responsible for performing or arranging any such reviews at City ’s expense, provided that if City ’s consultants reasonably determine that, based upon their Phase I examination, a Phase II examination is necessary with respect to all or a part of the Property, City may elect to perform a Phase II examination and City will pay the reasonable cost of any such Phase II examination performed by City or City ’s consultants. If a Phase II report is required, City may require an extension of the Due Diligence Period for additional physical inspection.
If any of City ’s investigations reveal any contamination of the Property with any Hazardous Material, then City may, at its sole election, by written notice to Seller on or before the end of the Due Diligence Period, terminate this Agreement. (c) City’s review and approval, within the Due Diligence Period, of the compliance of the Property with all applicable laws, regulations, permits and approvals. (d) City’s review and approval, prior to the date Seller executes this Agreement, of (i) the following documents, all to the extent such documents exist and are either in the possession or con trol of Seller, or any affiliate of Seller, or may be obtained by Seller , or any affiliate of Seller, through the exercise of commercially reasonable efforts: site plans; recent inspection reports or surveys by Seller ’s consultants; presently effective warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repair or alteration of the Improvements, if any; insurance policies, if any, Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 5 McElwaine Property – Execution Copy
and reports of insurance carriers insuring the Property and each portion thereof respecting the claims history of the Property; environmental reports, studies, surveys, tests and assessments; soils and geotechnical reports; and any other contracts or documents of significance to the Property (collectively, the “Documents”); and (ii) such other information relating to the Property that is specifically requested by City of Seller in writing during the Due Diligence Period (collectively, the “Other Information”).
(e) Seller will not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement, and all of Seller ’s representations and warranties contained in or made pursuant to this Agreement will have been true and correct when made and will be true and correct as of the Closing Date. At the Closing Seller will deliver to City a certificate certifying that each of Seller ’s representations and warranties contained in Section 8.1 [Representations and Warranties of Seller] below are true and correct as of the Closing Date.
(f) The physical condition of the Property will be substantially the same on the Closing Date as on the date of City ’s execution of this Agreement, reasonable wear and tear and loss by casualty excepted (subject to the provisions of Section 9.1 [Risk of Loss]), and, as of the Closing Date, there will be no litigation or administrative agency or other governmental proceeding, pending or threatened, which after the Closing would materially adversely affect the value of the Property or the ability of City to operate the Property for its intended use, and no proceedings will be pending or threatened which could or would cause the change, redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Property. The Property will be delivered vacant and free of all occupants, tenants, and personal belongings, including but not limited to furniture, fixtures, and personal items, except for those items specifically agreed upon in writing to be left behind (g) Seller shall have removed all personal property from the Mo bile Home and the Mobile Home shall be vacant and free of all occupants, tenants, and personal property. (h) Title Company will be committed at the Closing to issue to City, or its nominee, the Title Policy as provided in Section 3.2 [Title Insurance]. (i) The transactions contemplated herein will have been approved by all applicable City departments and agencies , in their respective sole discretion, on or before the Effective Date.
(j) The SFPUC’s Commission and, to the extent applicable, the City’s Mayor and the Board of Supervisors, in the respective sole discretion of each, will have enacted a resolution approving, adopting and authorizing this Agreement and the transactions, on or before December 31, 2025.
(k) Seller will have delivered the items described in Section 6.4 [Seller’s Delivery of Documents] below on or before the Closing.
(l) Title Company will have agreed to be the real estate reporting person for the Closing in compliance with the Reporting Requirements as defined in Section 6.7[Title Company as Real Estate Reporting Person] below.
The Conditions Precedent contained in the foregoing Subsections (a) through (k) are solely for the benefit of City. If any Condition Precedent is not satisfied, City will have the right in its sole discretion either to waive in writing the Condition Precedent in question and proceed with the purchase or, in t he alternative, terminate this Agreement, provided that the Conditions Precedent described in items (h) and (i) above may not be waived. The waiver of any Condition Precedent will not relieve Seller of any liability or obligation with respect to any representation, Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 6 McElwaine Property – Execution Copy
warranty, covenant, or agreement of Seller. If City will not have approved or waived in writing all of the Conditions Precedent in item (i) by December 31, 2025 , then this Agreement will automatically terminate. 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 all such Conditions Precedent have not been satisfied.
In the event the sale of the Property 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, City may, at its sole election, either (1) terminate this Agreement by delivery of notice of termination to Seller, whereupon Seller will 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 the Property, and neither party will have any further rights or obligations under this Agreement, or (2) continue this Agreement pending City ’s action for specific performance and/or damages, including City’s costs and expenses incurred under this Agreement.
5.2 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 Precedent. Seller hereby irrevocably authorizes City and its Agents to make all inquiries with and applications to any person or entity, including any regulatory authority with jurisdiction as City may reasonably require to complete its due diligence investigations.
6. ESCROW AND CLOSING
6.1 Opening of Escrow
On or before the Effective Date (defined in Section 11 [General Provisions] below), the Parties will open escrow by depositing an executed counterpart of this Agreement with Title Company, and this Agreement will serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and City agree to execute such additional or supplementary instructions as may be appropriate to enable the escrow holder 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 will control.
6.2 Closing Date
The consummation of the purchase and sale contemplated hereby (the “Closing”) will be held and delivery of all items to be made at the Closing under the terms of this Agreement will be made at the offices of Title Company located at 150 Spear Street, Suite 825 , San Francisco, California 94105, on or before February 16, 2026 or on such earlier date as City and Seller may mutually agree (the “Closing Date”), subject to the provisions of Section 5.1 [City’s Conditions to Closing] above. The Closing Date may not be extended without the prior written approval of both Seller and City, except as otherwise expressly provided in this Agreement. In the event the Closing does not occur on or before the Closing Date, Title Company will, unless it is notified by both Parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items that may have been deposited under this Agreement . Any such return will not, however, limit the provisions hereof or otherwise relieve either Party of any liability it may have for its wrongful failure to close.
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6.3 Intentionally Omitted (Closing Date Extension)
6.4 Seller’s Delivery of Documents
At or before the Closing, Seller will deliver to City through escrow, the following:
(a) a duly executed and acknowledged Deed;
(b) originals of the Documents and any other items relating to the ownership or operation of the Property not previously delivered to City; (c) a properly executed affidavit pursuant to Section 1445(b)(2) of the Federal Tax Code in the form attached as Exhibit C, 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; (d) a properly executed California Franchise Tax Board Form 590 certifying that Seller is a California resident if Seller is an individual or 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 Sections 18662 and 26131 of the State Tax Code;
(e) such resolutions, authorizations, or other partnership documents or agreements relating to Seller and its partners as City or the Title Company 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;
(f) closing statement in form and content satisfactory to City and Seller; and (g) the duly executed certificate regarding the continued accuracy of Seller ’s representations and warranties as required by Subsection 5.1(e) [City’s Conditions to Closing ] above.
6.5 City’s Delivery of Documents and Funds
At or before the Closing, City will deliver to Seller through escrow the following:
(a) an acceptance of the Deed executed by City’s Director of Property; (b) a closing statement in form and content satisfactory to City and Seller; and (c) the Purchase Price, less any Deposit already deposited, as provided in Section 2 [Purchase Price] above.
6.6 Other Documents
Seller and City will each deposit such other instruments as are reasonably required by Title Company as escrow holder or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms of this Agreement.
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6.7 Title Company as Real Estate Reporting Person
Section 6045(e) of the United States Internal Revenue Code of 1986 and the regulations promulgated thereunder (collectively, the “Reporting Requirements ”) require that certain information be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Closing. Seller and City agree that if the Closing occurs, Title Company will be the party responsible for closing the transaction contemplated in this Agreement and is hereby designated as the real estate reporting person (defined in the Reporting Requirements) for such transaction. Title Company will perform all duties required of the real estate reporting person for the Closing under the Reporting Requirements, and Seller and City will each timely furnish Title Company with any information reasonably requested by Title Company and necessary for the performance of its duties under the Reporting Requirements with respect to the Closing.
7. EXPENSES AND TAXES
7.1 Apportionments
The following are to be apportioned through escrow as of the Closing Date:
(a) Utility Charges
Seller will cause all the utility meters to be read on the Closing Date, and will be responsible for the cost of all utilities used prior to the Closing Date. All utility deposits paid by Seller will remain the property of Seller and City will reasonably cooperate to cause such deposits to be returned to Seller to the extent Seller is entitled thereto. (b) Other Apportionments
Annual or periodic permit or inspection fees (calculated on the basis of the period covered), and liability for other normal Property operation and maintenance expenses and other recurring costs will be apportioned as of the Closing Date.
7.2 Closing Costs
City will pay the cost of the Survey, the premium for the Title Policy and the cost of the endorsements thereto, and escrow and recording fees. Seller will pay the cost of any transfer taxes applicable to the sale. Seller will be responsible for all costs incurred in connection with the prepayment or satisfaction of any loan, bond or other indebtedness secured by the Property including any prepayment fees, penalties or charges. Any other costs and charges of the escrow for the sale not otherwise provided for in this Section or elsewhere in this Agreement will be allocated in accordance with the closing customs for San Francisco County , as determined by Title Company, with City to pay all standard and customary costs.
7.3 Real Estate Taxes and Special Assessments
General real estate taxes payable for the tax year prior to year of Closing and all prior years will be paid by Seller at or before the Closing. General real estate taxes payable for the tax year of the Closing will be prorated through escrow by Seller and City as of the Closing Date.
At or before the Closing, Seller will pay the full amount of any special assessments against the Property, including interest payable thereon, applicable to the period prior the Closing Date.
7.4 Survival
The provisions of this Section will survive the Closing.
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8. REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of Seller
Seller represents and warrants to and covenants with City as follows:
(a) To the best of Seller ’s knowledge, there are now, and at the time of the Closing will be, no material physical or mechanical defects of the Property, and no violations of any laws, rules or regulations applicable to the Property. (b) The Documents and Other Information furnished to City are all of the relevant documents and information pertaining to the condition and operation of the Property to the extent available to Seller, and are and at the time of Closing will be true, correct and complete copies of such documents.
(c) 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 will have been made.
(d) Seller does not have knowledge 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. (e) There are no easements or rights of way that have been acquired by prescription or that are otherwise not of record with respect to the Property, and there are no easements, rights of way, permits, licenses , or other forms of agreement that afford third parties the right to traverse any portion of the Property to gain access to other real property. There are no disputes with regard to the location of any fence or other monument of the Property ’s boundary nor any claims or actions involving the location of any fence or boundary. (f) There is no litigation pending or, after due and diligent inquiry, to the best of Seller ’s knowledge, threatened, against Seller or any basis therefor that arises out of the ownership of the Property, or that might detrimentally affect the use or operation of the Property for its intended purpose , or the value of the Property , or the ability of Seller to perform its obligations under this Agreement.
(g) Seller is the legal and equitable owner of the Property, with full right to convey the same, and without limiting the generality of the foregoing, Seller has not granted any option or right of first refusal or first opportunity to any third party to acquire any interest in any of the Property.
(h) Seller is a revocable trust, 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 that 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.
(i) Seller represents and warrants to City that it has not been suspended, disciplined or disbarred by, or prohibited from contracting with, any federal, state or local Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 10 McElwaine Property – Execution Copy
governmental agency. In the event Seller has been so suspended, disbarred, disciplined or prohibited from contracting with any governmental agency, it will immediately notify the City of same and the reasons therefore together with any relevant facts or information requested by City.
Any such suspension, debarment, discipline or prohibition may result in the termination or suspension of this Agreement.
(j) Seller knows of no facts nor has Seller failed to disclose any fact that would prevent City from using and operating the Property after Closing in the normal manner in which it is intended.
(k) Seller hereby represents and warrants to and covenants with City that the following statements are true and correct and will be true and correct as of the Closing Date:
(i) neither the Property nor to the best of Seller ’s knowledge any real estate in the vicinity of the Property is in violation of any Environmental Laws; (ii) the Property is not now, nor to the best of Seller’s knowledge has it ever been, used in any manner for the manufacture, use, storage, discharge, deposit, transportation or disposal of any Hazardous Material; (iii) there has been no release and there is no threatened release of any Hazardous Material in, on, under , or about the Property; (iv) there have not been and there are not now any underground storage tanks, septic tanks or wells or any aboveground storage tanks at any time used to store Hazardous Material located in, on, or under the Property, or if there have been or are any such tanks or wells located on the Property, their location, type, age , and content has been specifically identified in Seller ’s Environmental Disclosure, they have been properly registered with all appropriate authorities, they are in full compliance with all applicable statutes, ordinances , and regulations, and they have not resulted in the release or threatened release of any Hazardous Material into the environment; (v) the Property does not consist of any landfill or of any building materials that contain Hazardous Material; and (vi) the Property is not subject to any claim by any governmental regulatory agency or third party related to the release or threatened release of any Hazardous Material, and there is no inquiry by any governmental agency ( including the California Department of Toxic Substances Control or the Regional Water Quality Control Board) with respect to the presence of Hazardous Material in, on, under, or about the Property, or the migration of Hazardous Material from or to other property. As used in this Section , the following terms will have the meanings below:
(i) “Environmental Laws ” will mean any present or future federal, state or local laws, ordinances, regulations or policies relating to Hazardous Material ( including their use, handling, transportation, production, disposal, discharge , or storage) or to health and safety, industrial hygiene or environmental conditions in, on, under , or about the Property, including soil, air, and groundwater conditions.
(ii) “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. Hazardous Material includes any material or substance defined as a “hazardous substance,” or “pollutant” or “contaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( “CERCLA”, also commonly known as the “Superfund” law), as amended, (42 U.S.C. Section 9601 et seq.) or pursuant to Section 25281 of the California Health & Safety Code; any “hazardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of the Improvements, if any, or are naturally occurring substances on or about the Property; petroleum, including crude oil or any fraction thereof, natural gas or natural gas liquids; and “source,” “special nuclear” and “by-product” material as defined in the Atomic Energy Act of 1985, 42 U.S.C. Section 3011 et seq. (iii) “Release” or “threatened release ” when used with respect to Hazardous Material will include any actual or imminent spilling, leaking, pumping, pouring, Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 11 McElwaine Property – Execution Copy
emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside any of the improvements, or in, on, under , or about the Property. Release will include “release” as defined in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601). (l) There are now, and at the time of Closing will be, no leases or other occupancy agreements affecting any of the Property. At the time of Closing there will be no outstanding written or oral contracts made by Seller for any improvements that have not been fully paid for and Seller will cause to be discharged all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the Property prior to the time of Closing. There are no obligations in connection with the Property that will be binding upon City after Closing. (m) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Federal Tax Code.
8.2 Indemnity
Seller, on behalf of itself and its successors and assigns, hereby agrees to indemnify, defend and hold harmless City, its Agents and their respective successors and assigns, from and against 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 by Seller in this Agreement or in any document, certificate, or exhibit given or delivered to City pursuant to or in connection with this Agreement. The foregoing 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 will survive beyond the Closing, or, if title is not transferred pursuant to this Agreement, beyond any termination of this Agreement.
9. RISK OF LOSS AND POSSESSION
9.1 Risk of Loss
If any of the Property is damaged or destroyed prior to the Closing Date, or if condemnation proceedings are commenced against any of the Property, then the rights and obligations of Seller and City hereunder will be as follows:
(a) If such damage or destruction diminishes the value of the Property by less than One Hundred Thousand Dollars ($ 100,000.00) (the “Threshold Damage Amount ”), then this Agreement will remain in full force and effect and City will acquire the Property upon the terms and conditions set forth in this Agreement. In such event, City will receive a credit against the Purchase Price at the Closing in an amount reasonably determined by Seller and City (after consultation with unaffiliated experts) to be the diminution in value. (b) If the diminution in value would equal or exceed the Threshold Damage Amount, or if condemnation proceedings are commenced against any of the Property, then, City will have the right, at its election, either to terminate this Agreement in its entirety, or only as to that portion of the Property damaged or destroyed or subject to condemnation proceedings (in which case there will be an equitable adjustment to the Purchase Price), or to not terminate this Agreement and purchase the Property (or the portion not damaged or affected by condemnation, as the case may be). City will have thirty (30) days after Seller notifies City that an event described in this Subsection (b) 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 Subsection (b) by City’s delivery of notice of Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 12 McElwaine Property – Execution Copy
termination to Seller, then City and Seller will each be released from all obligations hereunder pertaining to that portion of the Property affected by such termination. If City elects not to terminate this Agreement, Seller will give City a credit against the Purchase Price at the Closing in the amount reasonably determined by City and Seller (after consultation with unaffiliated experts) to be the diminution in value and, in the event of a condemnation proceeding, the value of any Property taken as a result of such proceeding, in which case this Agreement will otherwise remain in full force and effect, and Seller will be entitled to any proceeds of insurance or condemnation awards.
9.2 Possession
Possession of the Property will be delivered to City on the Closing Date.
10. MAINTENANCE; CONSENT TO NEW CONTRACTS
10.1 Maintenance of the Property by Seller
Between the date of Seller ’s execution of this Agreement and the Closing, Seller will maintain the Property in good order, condition and repair, reasonable wear and tear excepted, and will otherwise operate the Property in the same manner as before the making of this Agreement, as if Seller were retaining the Property.
10.2 City’s Consent to New Contracts Affecting the Property; Termination of Existing Contracts
After the date City submits legislation for approval by the SFPUC’s Commission, Seller will not enter into any Lease or contract without in each instance obtaining City ’s prior written consent thereto, in City’s sole discretion. Seller will terminate prior to the Closing, at no cost or expense to City, all management agreements affecting the Property.
11. GENERAL PROVISIONS
11.1 Notices
Any notice, consent or approval required or permitted to be given under this Agreement will be in writing and will be given by (i) hand delivery, against receipt, (ii) reliable next - business-day courier service that provides confirmation of delivery, or (iii) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows:
City: Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, CA 94102
Attn: Director of Property
Email: [email protected]
with a copy to: San Francisco Public Utilities Commission Real Estate Services
525 Golden Gate Avenue, 10th Floor
San Francisco, CA 94102
Attn: Real Estate Director
Email: [email protected]
and a copy to: Deputy City Attorney
Office of the City Attorney
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City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, CA 94102-4682
Attn: Real Estate & Finance Team
Seller: CATHY L. DAVIS, AS SUCCESSOR
TRUSTEE OF THE WILLIAM A.
MCELWAINE REVOCABLE TRUST
Attn: Cathy Davis
20215 Snowmass Way
Caldwell, ID 83605
Email: [email protected]
or to such other address as either party may from time to time specify in writing to the other upon five (5) days prior written notice in the manner provided above. A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon confirmed delivery, attempted delivery, or rejected delivery. For convenience of the Parties, copies of notices may also be given by email as listed above. However, neither Party may give official or binding notice by facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of a copy of the notice sent by email.
11.2 Brokers and Finders
Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, 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 in this Agreement . In the event that any broker or finder perfects a claim for a commission or finder ’s fee based upon any such contact, dealings or communication, the party through whom the broker or finder makes his or her claim 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.
11.3 Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective successors, heirs, administrators and assigns.
11.4 Amendments
Except as otherwise provided, this Agreement may be amended or modified only by a written instrument executed by City and Seller.
11.5 Continuation and Survival of Representations and Warranties All representations and warranties by the respective Parties contained in this Agreement 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 Parties contained in this Agreement or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
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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 hereby will constitute representations and warranties under this Agreement.
11.6 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California.
11.7 Merger of Prior Agreements
The Parties intend that this Agreement (including all of the attached exhibits and schedules, which are incorporated into this Agreement by reference) will be the final expression of their agreement with respect to the subject matter of this Agreement and may not be contradicted by evidence of any prior or contemporaneous oral or written agreements or understanding, including the Memorandum of Understanding between the Parties to this Agreement. 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 therefrom ) may be introduced in any judicial, administrative or other legal proceeding involving this Agreement.
11.8 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 in this Agreement , the term “Agents” when used with respect to either Party will include the agents, employees, officers, contractors , and representatives of such Party. All approvals, consents , or other determinations permitted or required by City under this Agreement will be made by or through City ’s Director of Property unless otherwise provided in this Agreement, subject to applicable law.
11.9 Interpretation of Agreement
The article, section , and other headings of this Agreement and the table of contents are for convenience of reference only and 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 this Agreement .
In addition, each Party has been represented or had the opportunity to be represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived.
The provisions of this Agreement will be interpreted in a reasonable manner to effect the purposes of the Parties and this Agreement. 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.
11.10 Attorneys’ Fees
In the event that either Party 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, Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 15 McElwaine Property – Execution Copy
will 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 under this Agreement (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 will 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 services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the Office of the City Attorney. The term “attorneys’ fees” will also include 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” will 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.
11.11 Sunshine Ordinance
Seller understands and agrees that under the City ’s Sunshine Ordinance (San Francisco Administrative Code, Chapter 67) and the State Public Records Law (Gov. Code Section 7920.000 et seq.), this Agreement and all records, information, and materials submitted to City are public records subject to public disclosure. Seller hereby acknowledges that City may disclose any records, information , and materials submitted to City in connection with this Agreement.
11.12 Conflicts of Interest
Through its execution of this Agreement, Seller acknowledges that it is familiar with the provisions of 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 the City.
11.13 Notification of Limitations on Contributions
Through its execution of this Agreement, Seller acknowledges that it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits any person who contracts with City for the selling or leasing of any land or building to or from 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 (a) City elective officer, (b) a candidate for the office held by such individual, or (c) 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 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 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 twenty percent (20%) in Seller; any subcontractor listed in the contract; and any committee that is sponsored or controlled by Seller. Additionally, Seller acknowledges that Seller must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126. Seller further agrees to provide to City the names of each person, entity or committee described above.
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11.14 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 , or agent 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 which may become due to Seller, its successors and assigns, or for any obligation of City under this Agreement.
11.15 Memorandum of Agreement
At any time on or after the Effective Date, the Parties, upon City ’s request, will execute and acknowledge a memorandum hereof, on the form attached as Exhibit D, which will be recorded in the Official Records of the County in San Francisco, California.
11.16 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.
This Agreement may be executed by a Party’s signature transmitted by electronic mail in portable document format (“pdf”) or through an electronic signature/online signature service such as “DocuSign” and copies of this Agreement executed and delivered by means of pdf signatures or by DocuSign or similar service shall have the same force and effect as copies hereof executed and delivered with original signatures. The Parties hereto may rely upon pdf signatures as if such signatures were originals. Upon request by either Party, any Party executing and delivering this Agreement by pdf shall promptly thereafter deliver a counterpart of this Agreement containing said Party’s original signature. The Parties hereto agree that a pdf signature page may be introduced into evidence in any proceeding arising out of or related to this Agreement as if it were an original signature page.
11.17 Effective Date
As used in this Agreement , the term “Effective Date” will mean the date on which the SFPUC’s Commission enacts a resolution approving and authorizing this Agreement and the transactions contemplated hereby, following execution of this Agreement by the Parties. The City will endeavor to seek SFPUC Commission approval within forty -five days after the Seller executes this Agreement. If approval by the City’s Board of Supervisors is required, the Parties agree to extend the Effective Date.
11.18 Severability
If any provision of this Agreement or the application thereof to any person, entity or circumstance will be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this Agreement will be valid and be enforceable to the fullest extent permitted by law, except to the extent that enforcement of this Agreement without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Agreement.
11.19 Agreement Not to Market Prior to Effective Date
Seller agrees that unless and until this Agreement terminates pursuant to its terms, Seller will not negotiate with any other parties pertaining to the sale of the Property and will not market the Property to third parties.
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 17 McElwaine Property – Execution Copy
11.20 Acceptance of Agreement by Seller
This Agreement will be null and void unless Seller accepts it and returns to City four (4) fully executed counterparts hereof on or before 5:00 p.m. San Francisco Time on October 2, 2025.
11.21 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.
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 SFPUC’S COMMISSION AND IF APPLICABLE, 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, AND THIS AGREEMENT WILL BE NULL AND VOID IF SFPUC’S COMMISSION, AND IF APPLICABLE, CITY’S BOARD OF SUPERVISORS AND MAYOR , DO NOT APPROVE THIS AGREEMENT, IN THEIR RESPECTIVE SOLE DISCRETION. APPROVAL OF ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY DEPARTMENT,
COMMISSION OR AGENCY OF CITY WILL NOT BE DEEMED TO IMPLY THAT SUCH
LEGISLATION WILL BE ENACTED NOR WILL ANY SUCH APPROVAL CREATE A NY BINDING OBLIGATIONS ON CITY.
[SIGNATURES ON FOLLOWING PAGES]
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 18 McElwaine Property – Execution Copy
The Parties have duly executed this Agreement as of the respective dates written below.
SELLER: CATHY L. DAVIS, AS SUCCESSOR
TRUSTEE OF THE WILLIAM A.
MCELWAINE REVOCABLE TRUST, dated
November 2, 2004
By: _________________________________
Its: Successor Trustee
By: _________________________________
Its: _________________________________
Date: _______________________________
CITY: CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: _________________________________
Date: _______________________________
APPROVED AS TO FORM:
DAVID CHIU
City Attorney
By: ________________________________
Nancy Taylor
Deputy City Attorney
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 09/26/2025 | 12:14:08 PM PDT
A-1 McElwaine Property – Execution Copy
EXHIBIT A
REAL PROPERTY DESCRIPTION
All that certain real property located in the County of Tuolumne, State of California, described as follows:
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
B-1 McElwaine Property – Execution Copy
EXHIBIT B
GRANT 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, CA 94102
and
San Francisco Public Utilities Commission
Real Estate Services
525 Golden Gate Avenue, 10th Floor
San Francisco, CA 94102
Attn: Real Estate Director
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)
(Space above this line reserved for Recorder’s use only)
GRANT DEED
(Assessor’s Parcel No. 065-160-18)
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CATHY L. D AVIS, AS SUCCESSOR TRUSTEE OF THE WILLIAM A. M CELWAINE REVOCABLE TRUST, dated November 2, 2004 , hereby grants to the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, the real property located in the County of Tuolumne, State of California, described on the attached Exhibit A and made a part of this Grant Deed (the “Property”).
TOGETHER WITH all rights, privileges and easements incidental or appurtenant to the Property, including all minerals, oil, gas and other hydrocarbon substances on and under the Property, as well as all development rights, air rights, water, water rights, riparian rights and water stock relating to the Property, and all easements, rights -of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Property and all of Grantor ’s right, title and interest in and to all roads and alleys adjoining or servicing the Property.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
B-2 McElwaine Property – Execution Copy
Executed as of this _____ day of _______, 2025.
GRANTOR: CATHY L. DAVIS, AS SUCCESSOR
TRUSTEE OF THE WILLIAM A.
MCELWAINE REVOCABLE TRUST, dated
November 2, 2004
By: _________________________________
Its: Successor Trustee
By: _________________________________
Its: _________________________________
Date: _______________________________
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
) ss
County of ______________ )
On ________________, before me, ____________________________, a notary public in and for said State, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property located at __________________ conveyed by this grant deed dated _______________ from the first part to the City and County of San Francisco, is hereby accepted pursuant to Board of Supervisors ’ Resolution No. 18110 Series of 1939, approved August 7 1957, and Resolution No. ________, approved _____________, 20___, and the grantee consents to recordation thereof by its duly authorized officer.
Dated: __________________ By: _____________________________________
Director of Property
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
C-1 McElwaine Property – Execution Copy
EXHIBIT C
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 ____________________, 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: _________________, 20___.
On behalf of:
____________________________________,
[NAME]
a ___________________________________,
By: ________________________________,
[NAME]
Its: ________________________________
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
D-1 McElwaine Property – Execution Copy
EXHIBIT D
MEMORANDUM OF AGREEMENT
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, CA 94102
and
San Francisco Public Utilities Commission
Real Estate Services
525 Golden Gate Avenue, 10th Floor
San Francisco, CA 94102
Attn: Real Estate Director
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)
(Space above this line reserved for Recorder’s use only)
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT dated as of _____________, 20 ___, is by and between ________________________________, a ______________ _______________ (“Seller”), and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“City”).
1. Seller is the owner of certain real property located in the County of Tuolomne, California, commonly known as the McElwaine Property , more particularly described in the attached Exhibit A and incorporated by this reference in this Memorandum of Ag reement (the “Property”).
2. Seller and City have entered into that certain unrecorded Agreement for the Purchase and Sale of Real Estate, dated as of August 7, 2025, incorporated by this reference into this Memorandum (the “Agreement”), pursuant to which Seller agreed to sell, and City agreed to purchase, the Property upon all the terms and conditions set forth in the Agreement.
3. The purpose of this Memorandum of Agreement is to give notice of the Agreement and the respective rights and obligations of the parties under this Memorandum of Agreement, and all of the terms and conditions of the Agreement are incorporated in the Memorandum of Agreement by reference as if they were fully set forth herein.
4. This Memorandum of Agreement will not be deemed to modify, alter or amend in any way the provisions of the Agreement. In the event any conflict exists between the terms of the Agreement and this instrument, the terms of the Agreement will govern and determine for all purposes the relationship between Seller and City and their respective rights and duties.
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
D-2 McElwaine Property – Execution Copy
5. This Memorandum of Agreement will be binding upon, and will inure to the benefit of, the parties to this Memorandum of Agreement and their respective legal representatives, successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Memorandum of Agreement as of the date first written above.
SELLER: ____________________________________,
a ___________________________________
By: _________________________________
Its: _________________________________
By: _________________________________
Its: _________________________________
Date: _______________________________
CITY: CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: _________________________________
_________________
Director of Property
Date: _______________________________
APPROVED AS TO FORM:
DENNIS J. HERRERA, City Attorney
By: ________________________________
[NAME OF DEPUTY]
Deputy City Attorney
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
McElwaine Property – Execution Copy
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
) ss
County of ______________ )
On ________________, before me, ____________________________, a notary public in and for said State, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
McElwaine Property – Execution Copy
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
) ss
County of ______________ )
On ________________, before me, ____________________________, a notary public in and for said State, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
McElwaine Property – Execution Copy
EXHIBIT E
BILL OF SALE
For good and valuable consideration the receipt of which is hereby acknowledged, CATHY L. DAVIS, AS SUCCESSOR TRUSTEE OF THE WILLIAM A. MCELWAINE REVOCABLE TRUST (“Seller”), does hereby sell, transfer and convey to the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“Buyer”), all personal property owned by Seller and located on or in or used in connection with the Property and Improvements (as such terms are defined in that certain Agreement of Purchase and Sale of Real Estate dated as of August 7, 2025, between Seller and Buyer, including, without limitation, those items described in Schedule 1 attached hereto.
Seller does hereby represent to Buyer that Seller is the lawful owner of such personal property, that such personal property is free and clear of all encumbrances, and that Seller has good right to sell the same as aforesaid and will warrant and defend the title thereto unto Buyer, its successors and assigns, against the claims and demands of all persons whomsoever.
DATED this _______ day of ________________, 20___.
CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: _________________________________
___________________]
[Director of Property/SFPUC GM]
Date: _______________________________
CATHY L. DAVIS, AS SUCCESSOR
TRUSTEE OF THE WILLIAM A.
MCELWAINE REVOCABLE TRUST, dated
November 2, 2004
By: _________________________________
Its: Successor Trustee
By: _________________________________
Its: _________________________________
Date: _______________________________
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57
McElwaine Property – Execution Copy
SCHEDULE 1
BILL OF SALE
Modular Home:
• 2004 Silver Crest Manufactured Home. 1715 sq ft. 3 Bed 2 Bath
Section #1:
o Serial number: 17310961A
o HUD Label: HWC352824
Section #2-
o Serial number:17310961B
o HUD Label: HWC352825
Appurtenances and fixtures:
• Leaf Guard gutter system
• New A/C and heat system
• 1800-gallon above-ground concrete emergency water tank • 250-gallon LPG tank
• Shop building 24 ft x 30 ft
• Barn 14 ft x 26 ft
• Equipment shed 9 ft x 15 ft
• Remote control solar shades on west-facing windows
Permits and Documents:
• Barry electric permit, upgrade electrical from 100 amp to 200 amp • Permit for retaining wall and installation information • Plot map showing placement of new home, retaining wall, new septic, new paved driveway, all fence lines, outbuildings, and defensible spaces for fire protection • All information and permits for a new septic system and a complete set of plans • Tuolumne County Building Permit, including set up of modular home requirements, complete floor plan, elevations drawings, installation and setup diagrams, support blocks, tie downs, etc., dated August 18, 2004
Exterior improvements:
• All shade and fruit trees
• Ground well
• Moyle Excavation-grade, gravel, pave driveway. Approx. 2,400 sq ft • Misc. others
Docusign Envelope ID: B3195099-2733-4B52-837E-B5CEC4FD5B57 Drawing No.:
MA-G25028-01
Tuolumne County, California
LANDS TO BE ACQUIRED
NEAR MOCCASIN CAMP
Scale: NOT TO SCALE
Date: 10/01/2025
Drawn By: G.BALL
Chk'd By: K.BOLTER
PRINT DATE: 10/1/2025 TIME: 12:47 PM SHEET SIZE: 8.5in. x 11in.
LEGEND
Hetch Hetchy Water & Power
274
275
272A
276-1
452-1
273
387
517
456
77-1
78-4
77-5A
90 78-4
78-4
78-4
065-160-018
MCELWAINE
WILLIAM A TR
Parcel III
Parcel I
Parcel II
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Moccasin - Newark Circuits 3 & 4
Intake SY - Warnerville Circuits 5 & 6
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M o c c a s i n P e n s t o c k s
Penstock
230 kV Transmission
Lands to be Acquired
Assessor Parcels
PUC Parcels
Raker Act
Easement
Fee
5 San Leandro
Livermore
Stockton
Modesto
Fremont
San Francisco
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Concord
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National Park
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Turlock
Merced
Map
Location