Folsom Area Stormwater Improvements ProjectEasement AcquisitionSan Francisco, CaliforniaMay 26, 2026Dina Brasil, Right-of-Way Manager, Real Estate Services1 2 Project Purpose• The low-lying Inner Mission neighborhood near 17thand Folsom is located on top of historical waterways and creeks and has historically flooded during moderate to heavy storms. • The project’s primary goal is to mitigate flooding by adding capacity to the SFPUC’s collection system. • The project complies with the regulatory requirements outlined in the 2021 Cleanup and Abatement Order agreed to between the Regional Water Quality Control Board (RWQCB) and the SFPUC.
3 Project Location and Overview
Impact to Private Properties
43 • Tunnel alignment crosses three private commercial properties.• 27 feet deep.• No excavation or disturbance on the surface of the properties.• SFPUC requires an easement to install and operate the tunnel on each property.• Secondary Restricted Development Easement to limit structural loading and prevent damage to tunnel. 123
Easement on 1398 Bryant StreetSeller: • Associated Limousine Operators, Inc.Location: • 1398 Bryant Street, San Francisco, CaliforniaSize: • Tunnel Easement is 4,500sf• Restricted Development Easement is 3,400sfLoss of Driveway Access:• Six monthsPurchase Price:• $1,454,9265
6Questions?
AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
DE
PARTMENT: Real Estate Services AG
ENDA NUMBER: _____7____
MEETING DATE: May 26, 2026
Calendar: Regular Calendar
Real Estate Director: Rosanna Russell
A
pprove the Purchase of a Subsurface Sewer Tunnel Easement and a Restricted Development Easement at 1398 Bryant Street in San Francisco, California, from Associated Limousine Operators of San Francisco, Inc.
Summary of Proposed
Commission Action:
Approve the terms and conditions and authorize the General Manager and/or City’s Director of Property to execute a Purchase and Sale Agreement and Easement Deed with Associated
Limousine Operators of San Francisco, Inc. , for the acquisition of an approximately 4,500-square-foot Sewer Tunnel Easement and an approximately 3,400- square-foot Restricted Development Easement on and across property located at 1398 Bryant Street, San Francisco, California, designated as a portion of San Francisco Assessor’s Parcel 3923- 002, for $1,454,926, subject to Board of Supervisors and Mayor approval.
Background: The San Francisco Public Utilities Commission (SFPUC) has developed Project No. CWWSIPFCDB14, Folsom Area
Stormwater Improvements Project (Project) , to improve the SFPUC’s collection system capacity and increase flood resilience in the low -lying Inner Mission neighborhood surrounding 17th, 18th, and Folsom Streets, historically subject to flooding during moderate to heavy storms. The SFPUC developed the Project to comply with California Regional Water Quality Control Board Clean-up and Abatement Order No. R2-2021-0021.
The SFPUC seeks to construct a 12- foot-inside-diameter wet - weather conveyance tunnel along Alameda , De Haro, and Berry streets, extending between Florida Street and near the
intersection of 7th Street and Berry Street . The majority of the proposed 3,800- linear-foot tunnel would be constructed within existing public right -of-way. A portion of the proposed tunnel alignment, however, would cross below three privately owned commercial properties within a vacated section of Alameda Street between Florida Street and Bryant Street.
The tunnel would be
directionally bored at a depth of 27 feet below grade at the point where it crosses below these properties , as measured from the top of the tunnel.
To construct the Project, the SFPUC must acquire easement rights across the three properties, including the property located at 1398 Bryant Street (Bryant Street Property).
Agreement: Approve Acquisition of Sewer Tunnel Easement across 1398 Bryant Street, Subject to Board Approval Commission Meeting Date: May 26, 2026
The SFPUC seeks to acquire an approximately 4,500-square-foot easement under the Bryant Street Property for a subsurface sewer tunnel (Tunnel Easement). The City would not have any surface rights within the Tunnel Easement area; however, the Tunnel Easement would limit structure loading and excavation within the Tunnel Easement area, restricting the property owner’s future activities.
The SFPUC also seeks to acquire an approximately 3,400-square- foot easement on the Bryant Street Property to restrict future development around the SFPUC tunnel (Restricted Development Easement). The Restricted Development Easement would lie adjacent to the Tunnel Easement. The Restricted Development Easement would protect the SFPUC tunnel by limiting the maximum allowable structure loading within a certain area of structural concern, and it would make specified future development plans subject to the SFPUC’s review and approval.
As part of the purchase price, SFPUC also seeks to compensate for the temporary partial loss of access to the Bryant Street Property due to Project construction. Specifically, Project construction on Florida Street would block the Bryant Street Property’s access to Florida Street for approximately six months.
Though the Bryant Street Property ’s main access is on Bryant Street, the Bryant Street Property is leased to a property maintenance company with a small fleet of trucks and equipment.
The tenant
relies on the use of both gates to facilitate traffic
circulation.
Associated Limousine Operators of San Francisco, Inc. (Property Owner) owns the Bryant Street Property. The Property Owner has agreed to sell the Tunnel Easement and the Restricted
Development Easement (together, the Easements) to the City and County of San Francisco (City), and both parties desire to enter into a Purchase and Sale Agreement. SFPUC staff have
negotiated the proposed terms and conditions of the Purchase and Sale Agreement and Easement Deed. Under the Purchase and Sale Agreement, the City will pay a negotiated purchase price of $1,454,926 for the Easements and the temporary taking of the Florida Street access.
Environmental
Review:
On September 23, 2021, the Planning Department determined the Project to be categorically exempt from environmental review under the California Environmental Quality Ac t Guidelines Section 15302, Class 2 ( Replacement or Reconstruction) and Section 15303, C lass 3 ( New Construction or Conversion of Small Structures) (Case No. 2021-002217ENV).
This action is within the scope of the Project evaluated in the Agreement: Approve Acquisition of Sewer Tunnel Easement across 1398 Bryant Street, Subject to Board Approval Commission Meeting Date: May 26, 2026
exemption.
Budget & Costs: The cost of the Easements is $ 1,454,926, plus all customary escrow fees and the premium for the Title Policy and the cost of the endorsements thereto.
Funds are available from Project No. CWWSIPFCDB14, Folsom Area Stormwater Improvements Project upon execution of the Purchase and Sale Agreement and Easement Deed.
Parties to the
Purchase and Sale
Agreement:
City and County of San Francisco, acting through the SFPUC (Buyer), and Associated Limousine Operators of San Francisco, Inc. (Seller)
Purchase Price: $1,454,926
Purpose of the
Purchase and Sale
Agreement:
Purchase of an approximately 4,500 -square-foot Sewer Tunnel Easement and an approximately 3,400- square-foot Restricted Development Easement.
Effective Date: The Purchase and Sale Agreement will be effective on the date on which it is executed by both parties, following Board of Supervisors and Mayor approval. The deed for the Easements will be effective upon the date of recordation of the Easement Deed by the City’s Office of the Assessor-Recorder.
Location: A portion of San Francisco Assessor’s Parcel 3923-002, located at 1398 Bryant Street, San Francisco, California.
Attachments: 1. Purchase and Sale Agreement
2. Location Map
PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO. __________________
W
HEREAS, On May 9, 2023, by Resolution No. 23- 0096, the City and County of San Francisco (City), through its Public Utilities Commission (SFPUC), developed and approved Project No. CWWSIPFCDB14, Folsom Area Stormwater Improvements Project (Project) under the Sewer System Improvement Program; and
W
HEREAS, The Project seeks to improve the SFPUC’s collection system capacity and increase flood resilience in the low -lying Inner Mission neighborhood surrounding 17th , 18th, and Folsom Streets, historically subject to flooding during moderate to heavy storms to comply with California Regional Water Quality Control Board Clean- up and Abatement Order No. R2- 2021-0021; and
W
HEREAS, The Project intends to install an approximately 3,800- foot-long 12-foot- diameter wet-weather conveyance tunnel (Tunnel) along Alameda Street, between Florida Street and De Haro Street, in San Francisco, California; and W
HEREAS, The Tunnel alignment would cross below three privately owned commercial properties within a vacated section of Alameda Street between Florida Street and Bryant Street, including the property located at 1398 Bryant Street, designated as San Francisco Assessor’s Parcel 3923-002 (Bryant Street Property), which is owned by Associated Limousine Operators of San Francisco, Inc. (Property Owner); and
W
HEREAS, The Project requires an approximately 4,500- square-foot easement for a subsurface sewer tunnel (Tunnel Easement) and an approximately 3,400- square-foot easement to restrict future development above and around the SFPUC tunnel (Restricted Development Easement) on portions of the Bryant Street Property; and W
HEREAS, Project construction on Florida Street would block the Bryant Street Property’s secondary access on Florida Street for approximately six months , impacting the Bryant Street Property’s tenant’s use of its leased area; and W
HEREAS, The Property Owner has agreed to sell the Tunnel Easement and the Restricted Development Easement (together, the Easements) to the City, and both parties desire to enter into a Purchase and Sale Agreement (Agreement); and W
HEREAS, SFPUC negotiated the proposed terms and conditions of the Agreement and Easement Deed, under which the City will pay a negotiated purchase price of $1,454,926 for the Easements and the temporary taking of the Florida Street access; and W
HEREAS, On September 23, 2021, the Planning Department determined the Project to be categorically exempt from environmental review under the California Environmental Quality Act Guidelines Section 15302, Class 2 ( Replacement or Reconstruction) and Section 15303, C lass 3 (New Construction or Conversion of Small Structures) (Case No. 2021- 002217ENV) and this action is within the scope of the Project evaluated in the exemption; now, therefore, be it,
RESOLVED, That this Commission hereby approves the terms and conditions of the Agreement and authorizes and directs the SFPUC’s General Manager or the City’s Director of Property to execute and record the Agreement and Easement Deed, subject to the approval of the Board of Supervisors and Mayor; and, be it,
FURTHER RESOLVED, That this Commission hereby authorizes the SFPUC’s General Manager and/or the City’s Director of Property to enter into any amendments or modifications to the Agreement and Easement Deed, including without limitation, the exhibits, that the General Manager and/or City ’s Director of Property determines, in consultation with the City Attorney, are in 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 Agreement, Easement Deed, or this Resolution; and are in complianc e 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 May 26, 2026.
___
______________________________
Director of Commission Affairs
San Francisco Public Utilities Commission
1398 Bryant Street PSA (10-6-2025)
AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
by and between
ASSOCIATED LIMOUSINE OPERATORS OF SAN FRANCISCO, INC,
a California corporation
as Seller,
and
CITY AND COUNTY OF SAN FRANCISCO,
a California municipal corporation, by and through its Public Utilities Commission, as Buyer,
for the purchase and sale of
a permanent tunnel easement and a permanent restricted development easement across, in, and upon a portion of Assessor’s Parcel Lot 002, Block 3923 located in the City and County of San Francisco,
California.
________________________, 2026
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1398 Bryant Street PSA (10-6-2025)
TABLE OF CONTENTS
Page
1. PURCHASE AND SALE ....................................................................................................1
1.1. Purchase and Sale of Easement ................................................................................1
1.2. Easement Area; Nature of Easement .......................................................................1
2. PURCHASE PRICE ............................................................................................................1
2.1. Purchase Price ..........................................................................................................1
2.2. Payment....................................................................................................................2
2.3. Funds ........................................................................................................................2
3. CONVEYANCE OF EASEMENT......................................................................................2
3.1. Easement Deed.........................................................................................................2
3.2. State of Title .............................................................................................................2
3.3. Title Insurance .........................................................................................................2
4. CONDITIONS TO CLOSING ............................................................................................3
4.1. City’s Conditions to Closing ....................................................................................3
4.2. Cooperation with City ..............................................................................................4
5. ESCROW AND CLOSING; POSSESSION .......................................................................4
5.1. “Closing” Defined ....................................................................................................4
5.2. Escrow; Closing Without an Escrow .......................................................................5
5.3. Closing Date.............................................................................................................5
5.4. Seller’s Delivery of Documents ...............................................................................5
5.5. City’s Delivery of Documents and Funds ................................................................6
5.6. Other Documents; Cooperation ...............................................................................7
5.7. Closing .....................................................................................................................7
5.8. Possession and Use. .................................................................................................8
6. EXPENSES; CLOSING COSTS .........................................................................................8
6.1. City’s Expenses ........................................................................................................8
6.2. Seller’s Expenses .....................................................................................................8
6.3. Other Expenses ........................................................................................................8
6.4. Survival ....................................................................................................................8
7. REPRESENTATIONS AND WARRANTIES....................................................................8
8. INDEMNITY .....................................................................................................................10
9. RISK OF LOSS..................................................................................................................10
10. MAINTENANCE ..............................................................................................................10
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1398 Bryant Street PSA (10-6-2025)
11. DISMISSAL OF EMINENT DOMAIN ACTION ............................................................11
12. GENERAL PROVISIONS ................................................................................................11
12.1. Notices ...................................................................................................................11
12.2. Brokers and Finders ...............................................................................................12
12.3. Successors and Assigns..........................................................................................12
12.4. Amendments; Waivers ...........................................................................................12
12.5. Continuation and Survival of Representations and Warranties .............................12
12.6. Governing Law ......................................................................................................13
12.7. Merger of Prior Agreements; No Inducement .......................................................13
12.8. Parties and Their Agents; Approvals .....................................................................13
12.9. Interpretation of Agreement ...................................................................................14
12.10. Attorneys’ Fees ......................................................................................................14
12.11. Severability ............................................................................................................14
12.12. Sunshine Ordinance ...............................................................................................15
12.13. Conflicts of Interest................................................................................................15
12.14. Notification of Limitations on Contributions ........................................................15
12.15. Non-Liability of City Officials, Employees, and Agents ......................................16
12.16. Counterparts ...........................................................................................................16
12.17. Effective Date ........................................................................................................16
12.18. Cooperative Drafting .............................................................................................16
12.19. Release of Claims ..................................................................................................16
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1398 Bryant Street PSA (10-6-2025)
LIST OF EXHIBITS
EXHIBIT A Description of Seller’s Property
EXHIBIT B Form of Easement Deed
EXHIBIT C Preliminary Title Report
EXHIBIT D Certificate of Transferor Other Than An Individual (FIRPTA Affidavit)
1 1398 Bryant Street PSA (10-6-2025)
AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this “Agreement”) dated for reference purposes only as of _______________, 2026, is by and between
ASSOCIATED LIMOUSINE OPERATORS OF SAN FRANCISCO, INC,
a California corporation (“Seller”), and the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City”), by and through its Public Utilities Commission (“SFPUC”). Seller and City sometimes are referred to collectively in this Agreement as the “Parties” or singularly as a “Party.”
RECITALS
A. Seller owns the real property located at 1398 Bryant Street in San Francisco, California, designated as San Francisco Assessor’s Parcel Number 3923-002 and more particularly described in the attached Exhibit A “Seller’s Property.” B. In connection with the SFPUC Sewer System Improvement Program Project No.
CWWSIPFCDB14, Folsom Area Stormwater Improvements Project (the “Project”), City wishes to purchase, and Seller has agreed to sell, a permanent tunnel easement and a permanent restricted development easement (collectively the “Easement”) to City in, under, upon, along, and/or across certain portions of Seller’s Property (“Easement Area”) in accordance with, and pursuant to, the terms and conditions of this Agreement.
IN CONSIDERATION of the respective agreements set forth below, Seller and City agree as follows:
1. PURCHASE AND SALE
1.1. Purchase and Sale of Easement
Seller will sell and convey the Easement to City by a duly executed and acknowledged easement deed in the form attached as Exhibit B (the “Deed”), subject to the terms, covenants, and conditions hereinafter set forth.
1.2. Easement Area; Nature of Easement
The Easement Area is described and depicted in the exhibits to the Deed. The nature, scope, and conditions of the Easement are set forth in the Deed with respect to such Easement.
2. PURCHASE PRICE
2.1. Purchase Price
City’s purchase price for the Easement is One Million Four Hundred Fifty Four Thousand Nine Hundred and Twenty Six Dollars ($1,454,926) (“Purchase Price”).
2 1398 Bryant Street PSA (10-6-2025)
2.2. Payment
On the Closing Date (defined in Section 5.3 [Closing Date] below), City will pay the Purchase Price, adjusted pursuant to the provisions of Section 6 [Expenses; Closing Costs] below, and reduced by any credits due City under this Agreement.
2.3. Funds
All payments made pursuant to this Agreement will be in legal tender of the United States of America, paid by Controller’s warrant or in cash or by wire transfer of immediately available funds. Unless the Parties elect to close the transaction without an escrow, payments will be made to the Title Company (defined in Section 5.2 [Escrow; Closing Without an Escrow] below), as the escrow agent.
3. CONVEYANCE OF EASEMENT
3.1. Easement Deed
At the Closing (defined in Section 5.1 [“Closing” Defined] below), Seller will convey to City marketable and insurable title to the Easement by delivery of the Deed, duly executed and acknowledged in the form attached as Exhibit B, free and clear of all exceptions, liens, and encumbrances except solely for the Accepted Conditions of Title (defined in Section 3.2 [State of Title] below). The Deed will be executed and delivered to the Title Company in a recordable form and the Title Company will record the Deed in the Official Records of the City and County of San Francisco.
3.2. State of Title
“Accepted Conditions of Title” will mean (a) the lien of real property taxes, not yet due or payable; and (b) exceptions numbered 2 through 13 of the preliminary title report dated January 21, 2022, bearing Title No. 15608230-156-TJK-JM attached as Exhibit C (“Preliminary Report”). As a condition precedent to City’s obligation to purchase, quitclaim deeds, spousal waivers, lender’s consents or subordinations, tenants’ consents, or similar releases sufficient to clear or subordinate any possessory rights over the Easement Area may be required, at City’s election, each in a form approved by City, which approval shall not be unreasonably withheld, conditioned or delayed. Seller will exercise reasonable efforts to obtain any such waiver quitclaim deeds, consents, subordinations, or releases provided, however, that the appearance of any new exceptions on any updated Preliminary Report through no fault of Seller shall not be deemed a breach of this Agreement by Seller.
3.3. Title Insurance
Delivery of title in accordance with the preceding Section will be evidenced by the commitment of the Title Company (defined in Section 5.2 [Escrow; Closing Without an Escrow] below) to issue to City an CLTA owner’s policy of title insurance (“Title Policy”) in the amount of the Purchase Price, insuring title to the Easement vested in City, free of the liens of any and all deeds of trust, mortgages, assignments of rents, financing statements, rights of tenants or other occupants, and all other exceptions, liens and encumbrances except solely for the Accepted Conditions of Title. The Title Policy will provide full coverage against mechanics’ and
3 1398 Bryant Street PSA (10-6-2025)
materialmen’s liens arising out of the construction, repair, or alteration of the Easement, shall delete any required arbitration provision, and shall contain an affirmative endorsement that there are no violations of restrictive covenants, if any, affecting the Easement and will contain such special endorsements as City may reasonably request. City shall be solely responsible for obtaining, negotiating and ensuring the adequacy of such Title Policy.
4. CONDITIONS TO CLOSING
4.1. City’s Conditions to Closing
The following are conditions precedent to City’s obligation to purchase the Easement (collectively, “Conditions Precedent”):
(a) City will have reviewed and approved title to the Easement Area and accepts all conditions of title.
(b) City’s review and approval that the physical condition of all portions of the Easement Area are substantially the same on the Closing Date (defined in Section 5.3 [Closing Date] below) as on the date of City’s execution of this Agreement, reasonable wear and tear and loss by casualty excepted (subject to the provisions of Section 9 [Risk of Loss] below), and as of the Closing Date there will be no litigation or administrative agency or other governmental proceeding, pending, or threatened, by any public agency other than City itself, that after the Closing could materially adversely affect the value of the Easement or City’s ability to use all portions of the Easement Area for their respective intended use, and no proceedings will be pending or threatened by any public agency other than City itself, that could or would cause the change, re-designation, or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any portion(s) of the Easement Area. (c) Seller will have delivered signed originals of any documents required under Section 3.2 [State of Title] above, and, unless the Parties elect to consummate the transaction without an escrow, Title Company will be committed at the Closing to issue to City the Title Policy (defined in Section 3.3 [Title Insurance] above).
(d) City's review and approval of the compliance of the Easement Area with all applicable laws, regulations, permits and approvals. (e) The transactions contemplated by this Agreement will have been approved by all applicable City departments and agencies, including the San Francisco Public Utilities Commission, at their respective sole discretion, within ninety (90) days after Seller executes and delivers this Agreement to City.
(f) The City’s Mayor and the Board of Supervisors, each at their sole discretion, will have enacted a resolution approving, adopting, and authorizing this Agreement and the transactions contemplated by this Agreement, within one hundred eighty (180) days after Seller executes and delivers this Agreement to City.
(g) Seller will have delivered the items described in Section 5.4 [Seller’s Delivery of Documents] below on or before the Closing (defined in Section 5.1 [“Closing” Defined] below).
4 1398 Bryant Street PSA (10-6-2025)
The Conditions Precedent contained in the foregoing subsections (a) through (g) are solely for City’s benefit. If any Condition Precedent is not satisfied, City will have the right at its sole discretion either to waive in writing the Condition Precedent in question and proceed with the purchase with respect to the Easement (provided that the Conditions Precedent described in subsections (e) and (f) above may not be waived except insofar as City and Seller agree to extend the deadline for satisfying such item) or, in the alternative, terminate this Agreement. The waiver of any Condition Precedent will not relieve Seller of any liability or obligation with respect to any representation, warranty, covenant, or agreement of Seller. In addition, the Closing Date may be extended, at City’s option, for a reasonable period of time specified by City, to allow such Conditions Precedent to be satisfied, subject to City’s further right to terminate this Agreement upon the expiration of the period of any such extension if any Conditions Precedent remain unsatisfied.
If the sale of the Easement is not consummated because of a default under this Agreement on the part of Seller or if a Condition Precedent cannot be fulfilled because Seller frustrated such fulfillment by some affirmative act or negligent omission, at City’s sole election City may either (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon Seller shall pay to City any title, escrow, legal, and inspection fees reasonably and actually incurred by City and any other expenses reasonably and actually incurred by City in connection with the performance of its due diligence review of Seller’s Property, and neither Party will have any further rights or obligations under this Agreement, or (ii) elect to proceed with Closing of the Easement with respect to which all Conditions Precedent have been waived by City or satisfied.
4.2. Cooperation with City
Seller will cooperate with City and do all acts as may be reasonably requested by City with regard to the fulfillment of any Conditions Precedent including execution of any documents, applications, or permits, but Seller’s representations and warranties to City will not be affected or released by City’s waiver or fulfillment of any Condition. Seller hereby irrevocably authorizes City and its Agents to make all inquiries with and applications to any person or entity, including, without limitation, any regulatory authority with jurisdiction as City may reasonably require to complete its due diligence investigations, provided, however, that City shall not require any action by Seller that (i) imposes additional, out-of-pocket costs on Seller (unless City agrees to reimburse such costs), (ii) imposes any restrictions on the Property prior to the Closing, or (iii) has a permanent and material adverse effect on the Property prior to the Closing. City shall provide notice to Seller as any applicable applications become available online for public review. Within thirty (30) days of Seller’s execution of this Agreement, Seller will provide to City copies of all leases, occupancy agreements, licenses, easements, or modifications to the same that allow the holder of the rights to make improvements to the Easement Area.
5. ESCROW AND CLOSING; POSSESSION
5.1. “Closing” Defined
The consummation of the purchase and sale transaction contemplated by this Agreement (“Closing”) will occur as provided in this Section 5.
5 1398 Bryant Street PSA (10-6-2025)
5.2. Escrow; Closing Without an Escrow
(a) Unless the Parties agree to consummate the purchase and sale without an escrow as provided in subparagraph (b) below: (i) on or before the Effective Date (defined in Section 12.18 [Effective Date] below), the Parties will open escrow by depositing an executed counterpart of this Agreement with Chicago Title Company at its offices at One Embarcadero Center, Suite 250, San Francisco, California 94111 (“Title Company”); (ii) this Agreement will serve as instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby; (iii) Seller hereby authorizes City to prepare and submit supplemental escrow instructions on behalf of both Parties, as needed, to enable the Title Company to comply with the terms of this Agreement and close the transaction; provided, however, that in the event of any conflict between the provisions of this Agreement and any additional supplementary instructions, the terms of this Agreement shall control and (iv) the Closing will be held and delivery of all items to be made at the Closing under this Agreement will be made at the Title Company’s offices.
(b) Notwithstanding the foregoing, the Parties may elect by mutual agreement to consummate the purchase and sale without an escrow, in which event the Closing will occur as described in Section 5.7(b) [Closing Without Escrow] below.
5.3. Closing Date
The Closing will occur one hundred and twenty days (120) days after the Effective Date or on such earlier date as City and Seller may mutually agree (“Closing Date”), subject to the provisions of Section 4 [Conditions to Closing] above. The Closing Date may not be extended without the prior written approval of both Parties, except as otherwise expressly provided in this Agreement. If the Closing does not occur on or before the Closing Date and the Parties have deposited documents or funds in escrow, Title Company will, unless it is notified by both Parties to the contrary within five (5) business days after the Closing Date, return such items to the depositor thereof. Any such return shall not, however, limit the provisions hereof or otherwise relieve either Party of any liability it may have for its wrongful failure to close.
5.4. Seller’s Delivery of Documents
(a) At or before the Closing, Seller will deliver or cause to be delivered to City the following:
(i) a duly executed and acknowledged Deed;
(ii) such resolutions, authorizations, or other documents as Seller deems necessary or City may reasonably require to demonstrate the authority of Seller to enter into this Agreement and consummate the transactions contemplated by this Agreement, and such proof of the power and authority of the individuals executing any documents or other instruments on behalf of Seller to act for and bind Seller;
(iii) any documents reasonably available to Seller and needed in order to eliminate title exceptions other than Accepted Conditions of Title;
6 1398 Bryant Street PSA (10-6-2025)
(iv) a closing statement in form and content satisfactory to City and Seller (which may be in the form of a letter or memorandum from City, countersigned by Seller, if the Parties elect to consummate the transaction without an escrow); (v) quitclaim deeds, spousal waivers, lender’s consents or subordinations, tenants’ consents, or similar releases sufficient to clear or subordinate any possessory rights over the Easement Area as may be required, at City’s election, each in a commercially reasonable form approved by City, which approval shall not be unreasonably withheld, or conditioned;
(vi) a properly executed affidavit pursuant to Section 1445(b)(2) of the Federal Tax Code in the form attached as Exhibit D, and on which City is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Federal Tax Code; and
(vii) a properly executed California Franchise Tax Board Form 590 certifying that Seller is a California resident (if Seller is an individual) or that Seller has a permanent place of business in California or is qualified to do business in California, if Seller is a corporation, or other evidence satisfactory to City that Seller is exempt from the withholding requirements of Section 18662 of the California Revenue and Taxation Code. Seller acknowledges and agrees that if Seller fails at Closing to deliver to City such certificate, City may be required to withhold and remit to the appropriate tax authority a portion of the Purchase Price pursuant to Section 18662 of the California Revenue and Taxation Code. Any amount properly so withheld and remitted will be deemed to have been paid by City as part of the Purchase Price, and Seller’s obligation to consummate the transaction contemplated in this Agreement will not be excused or otherwise affected thereby.
(b) Seller will deliver such items to City through escrow, unless the Parties elect to close the transaction without an escrow in which event Seller will deliver the items directly to City for a Closing in accordance with Section 5.7(b) [Closing Without Escrow] below.
5.5. City’s Delivery of Documents and Funds
(a) At or before the Closing, City will deliver to Seller the following:
(i) a certificate of acceptance, executed by City’s Director of Property or Acting Director of Property, to be attached to the Deed before recording; (ii) a closing statement in form and content satisfactory to City and Seller (which may be in the form of a letter or memorandum from City to Seller if the Parties elect to consummate the transaction without an escrow);
(iii) funds sufficient to pay City’s share of expenses under Section 6 [Expenses; Closing Costs] below; and
(iv) the Purchase Price, as provided in Section 2 [Purchase Price] above.
7 1398 Bryant Street PSA (10-6-2025)
(b) City will deliver such documents and funds through escrow; however, if the Parties elect to consummate the transaction without an escrow, City will deliver the funds and documents as provided in Section 5.7(b) [Closing Without Escrow] below.
5.6. Other Documents; Cooperation
Seller and City will perform such further acts and execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the Parties’ intentions.
5.7. Closing
(a) Closing through Escrow. Subject to Section 5.7(b) [Closing Without Escrow] below, at Closing, provided all the conditions to the Parties’ obligations have been satisfied or waived as provided and permitted by this Agreement, Title Company will perform the following acts in the following order:
(i) Perform such acts as are necessary in order to deliver title to City subject only to the Accepted Conditions of Title, including recording any deed of reconveyance, subordination agreement, or other documentation as specified in supplemental escrow instructions submitted by City before Closing;
(ii) Record the Deed, duly executed and acknowledged by Seller, in the Official Records of the City and County of San Francisco; (iii) Deliver to Seller, or as Seller may instruct, the Purchase Price, less any amount necessary to satisfy any liens, bond demands, delinquent taxes, and Seller’s share of expenses and prorations under Section 6 [Expenses; Closing Costs] below; (iv) Issue the Title Policy to City, if requested to do so by City; and (v) Deliver to the appropriate person or entity any other documents, instruments, and sums required by this Agreement.
(b) Closing without Escrow. If the Parties elect to consummate the purchase and sale without an escrow, City will affect the Closing on the Closing Date as follows:
(i) City will: (A) deliver to Seller, or as Seller may instruct, the Purchase Price (less any amount necessary to satisfy any liens, bond demands, delinquent taxes, and Seller’s share of expenses and prorations, if applicable, under Section 6 [Expenses; Closing Costs] below, and (B) cause the certificate of acceptance for the Deed to be executed, when:
(1) City has received Seller’s documents in accordance with Section 5.4 [Seller’s Delivery of Documents] above, and (2) City has received the Deed conveying the Easement to City duly acknowledged and in a recordable form, subject only to the Accepted Conditions of Title, obtain the Title Policy (if City elects to do so), and deliver to the appropriate person or entity any other documents, instruments, and sums required by this Agreement.
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5.8. Possession and Use.
Subject to the provisions of the Deed, the right of possession and use of the Easement Area by City and/or its designees will commence on the Closing Date.
6. EXPENSES; CLOSING COSTS
6.1. City’s Expenses
City will pay all escrow and recording fees and the premium for the Title Policy and the cost of the endorsements thereto.
6.2. Seller’s Expenses
Seller will pay all costs incurred in connection with the prepayment or satisfaction of any loan, bond, or other indebtedness secured in whole or part by any portion of the Easement Area including any prepayment or delinquency fees, penalties, or charges. Seller also will pay at the Closing any delinquent taxes that may have become a lien against Seller’s Property.
6.3. Other Expenses
Any other costs and charges of the escrow not otherwise provided for in this Section or elsewhere in this Agreement will be allocated to the City
6.4. Post-Closing Reconciliation
If any of the foregoing prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent prorations shall pay such sum to the other party.
6.5. Survival
The provisions of this Section 6 will survive the Closing.
7. REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to the best of its actual knowledge, without duty of investigation, and covenants with City as follows:
(a) Ownership of Property. Although Seller is obligated to sell the Easement to City, Seller is now the sole fee owner of Seller’s Property, and will own it at the time of the Closing, free and clear of all liens, leases, occupancy agreements, claims, encumbrances, easements, and rights of way of any nature (whether disclosed in the public record or not), except only the Accepted Conditions of Title and City’s rights to acquire the Easement Area as set forth in this Agreement.
(b) Signing Authority. Seller and the signatories on Seller’s behalf represent and warrant that the signatories on Seller’s behalf to this Agreement are authorized to enter into this Agreement to convey real property and that no other authorizations are required to implement this Agreement on behalf of Seller.
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(c) No Leases. Other than as provided to City pursuant to Section 4.2 above, or otherwise disclosed in the Preliminary Report, there are now, and will be at the time of Closing, no oral or written leases, occupancy agreements, licenses, or easements affecting any portion of the Easement Area or that would affect City’s access to or use of any portion of the Easement Area, as contemplated by the Deed.
(d) No Property Defects or Legal Violations. To the best of Seller’s knowledge, there are now, and at the time of the Closing will be, no material physical defects of any portion of the Easement Area, and no violations of any laws, rules, or regulations applicable to any portion of the Easement Area.
(e) No Omission of Facts. To Seller’s knowledge, no document or instrument furnished or to be furnished by the Seller to the City in connection with this Agreement contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement shall have been made.
(f) No Impediments to Use. Seller knows of no facts nor has Seller failed to disclose any fact that would prevent City from using the Easement after Closing in the normal manner as described in, and intended by the Parties to, the Deed. Seller does not have knowledge of any condemnation, either instituted or planned to be instituted by any governmental or quasi- governmental agency other than City, which could detrimentally affect the use, operation or value of the Property.
(g) Validity of Seller Representations. Seller is a corporation duly organized and validly existing under the laws of the State of California and is in good standing under the laws of the State of California; this Agreement and all documents executed by Seller which are to be delivered to City at the Closing are, or at the Closing will be, duly authorized, executed and delivered by Seller, are, or at the Closing will be, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, are, and at the Closing will be, sufficient to convey good and marketable title (if they purport to do so), and do not, and at the Closing will not, violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Seller’s Property is subject. (h) Seller Not a “Foreign Person”. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Tax Code.
(i) No Lawsuits. To Seller’s knowledge there are no lawsuits or proceedings pending or, to the best of Seller’s knowledge, threatened against or affecting Seller, Seller’s Property, or its use that would affect Seller’s ability to consummate the sale contemplated by this Agreement or City’s use and enjoyment of the Easement after the Closing. (j) No Known Hazardous Materials. To the best of Seller’s knowledge, there has been no release and there is no threatened release of any Hazardous Material in, on, or under Seller’s Property. As used herein, “Hazardous Material” will mean any material that, because of its quantity, concentration, or physical or chemical characteristics, is deemed by any federal, state, or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. “Release” or “threatened release” when used with respect to Hazardous Material will include any actual or imminent spilling, leaking, pumping, pouring,
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emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside any of the improvements, or in, on, under, or about the Easement Area. Release will include “release” as defined in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601).
As used herein, the word “knowledge”, or phrase “Seller’s knowledge” or similar phraseology shall mean the actual knowledge of Barbara Wulkan, and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, agent, manager, representative or employee of Seller or to impose upon such person any duty to investigate the matter to which such actual knowledge, or the absence therefrom, pertains.
8. INDEMNITY
Seller, on behalf of itself and its successors and assigns, hereby agrees to indemnify, defend and hold harmless City, its Agents (defined in Section 12.8 [Parties and Their Agents; Approvals] below) and their respective successors and assigns, from and against any and all liabilities, claims, demands, damages, liens, costs, penalties, losses and expenses, including reasonable attorneys’ and consultants’ fees, resulting from any misrepresentation or breach of warranty or breach of covenant made 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 shall survive beyond the Closing, or beyond any termination of this Agreement.
9. RISK OF LOSS
If any portion of the Easement Area is damaged or destroyed through no fault of City before the Closing Date, then the rights and obligations of Seller and City under this Agreement will be as follows: At its election, City may terminate this Agreement in its entirety or terminate it only as to that portion of the Easement Area damaged or destroyed. City will have thirty (30) days after Seller notifies City that an event described in this Section 9 has occurred to make such election by delivery to Seller of an election notice. City’s failure to deliver such notice within such thirty (30) -day period will be deemed City’s election to terminate this Agreement in its entirety. If this Agreement is terminated in its entirety or in part pursuant to this Section 9, then City and Seller will each be released from all obligations under this Agreement pertaining to that portion of the Easement Area affected by such termination. If City elects not to terminate this Agreement in its entirety, Seller will give City a credit against the Purchase Price at the Closing in an amount proportionate to the percentage reduction, if any, of the square footage of the Easement Area, and this Agreement will remain in full force and effect.
10. MAINTENANCE
Between the date of Seller’s execution of this Agreement and the Closing, Seller will maintain Seller’s Property substantially in its current condition and will make, at Seller’s expense, all repairs necessary to maintain Seller’s Property in such condition. Seller will make no material changes to the Easement Area without City’s prior, written consent, which will not be unreasonably withheld or delayed.
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11. DISMISSAL OF EMINENT DOMAIN ACTION
City shall dismiss, and Seller hereby agrees and consents to the dismissal of any pending action in eminent domain by City as to Seller’s Property or any portion thereof and Seller also waives all claims to court costs and any money that may now be on deposit in the Superior Court in such action.
12. GENERAL PROVISIONS
12.1. Notices
Any notice, consent, or approval required or permitted to be given under this Agreement will be in writing and will be given by (a) hand delivery, against receipt, (b) reliable next-business- day courier service that provides confirmation of delivery, or (c) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either Party may from time to time specify in writing to the other upon five (5) days’ prior, written notice in the manner provided above):
City:
To: General Manager
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attn: Real Estate Director
with copy to: Shari Geller Diamant
Deputy City Attorney
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102-4682
Seller:
To:
with copy to:
Associated Limousine Operators of San Francisco, Inc.
C/o Citibrokers Real Estate Company
4273 California Street
San Francisco, California 94118
Attn: Barbara Wulkan
SSL Law Firm LLP
1 Post Street, Suite 2100
San Francisco, California 94104
Attn: Joseph G. Tursi, Esq. Daniel Dersham, Esq.
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after February 1, 2025:
SSL Law Firm LLP
1 Post Street, Suite 2100
San Francisco, California 94104
Attn: Joseph G. Tursi, Esq. / Daniel Dersham, Esq.
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery or rejected delivery. Any e-mail addresses, telephone numbers, or facsimile numbers provided by one Party to the other will be for convenience of communication only; neither Party may give official or binding notice orally or by e-mail or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or telefacsimile copy of the notice
12.2. Brokers and Finders
Neither Party has had any contact or dealings regarding the Easement, or any communication in connection with the subject matter of this Agreement, through any licensed real estate broker or other person who could claim a right to a commission or finder ‘s fee in connection with the purchase and sale contemplated by this Agreement. In the event that any broker or finder perfects a claim for a commission or finder’s fee based upon any such contact, dealings, or communication, the 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.
12.3. Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of, the Parties and their respective successors, heirs, administrators, and assigns.
12.4. Amendments; Waivers
Except as otherwise provided in this Agreement, (a) this Agreement may be amended or modified only by a written instrument executed by City and Seller, (b) no waiver of any provision of this Agreement will be binding unless executed in writing by the Party making the waiver, (c) no waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision, whether or not similar, and (d) no waiver will constitute a continuing waiver unless the written waiver so specifies.
12.5. Continuation and Survival of Representations and Warranties All representations and warranties by the respective Parties contained in, or made in writing pursuant to, this Agreement are intended to be, and will remain, true and correct as of the Closing, will be deemed to be material, and, together with all conditions, covenants, and indemnities made by the respective Parties contained in this Agreement or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement),
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will survive the execution and delivery of this Agreement and the Closing, or, to the extent the context requires, beyond any termination of this Agreement. All statements contained in any certificate or other instrument delivered at any time by or on behalf of Seller in conjunction with the transaction contemplated by this Agreement will constitute representations and warranties under this Agreement.
12.6. Governing Law
This Agreement will be governed by California law and City’s Charter. There will be no obligation for the payment of money by City under this Agreement unless City’s Controller first certifies, pursuant to Section 3.105 of City’s Charter, that there is a valid appropriation from which the expenditure may be made and that unencumbered funds are available from the appropriation to pay the expenditure.
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the Superior Court for the City and County of San Francisco, and each party agrees to the exclusive jurisdiction of such court in any such suit, action, or proceeding (excluding bankruptcy matters). The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such court and irrevocably waive and agree not to plead or claim that any suit, action, or proceeding brought in San Francisco Superior Court relating to this Agreement has been brought in an inconvenient forum.
12.7. Merger of Prior Agreements; No Inducement
The Parties intend that this Agreement (including all of the attached exhibits and schedules and any documents specifically described in this Agreement, which are hereby incorporated into this Agreement by reference) will be the final, complete, and exclusive expression of their agreement with respect to the subject matter of this Agreement and may not be contradicted by evidence of any prior or contemporaneous oral or written agreements or understandings. The Parties further intend that this Agreement will constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including term sheets and prior drafts or changes to such drafts) may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement. The Parties’ making, execution, and delivery of this Agreement has been induced by no representations, statements, warranties, or agreements other than those expressed in this Agreement and the Deed.
12.8. Parties and Their Agents; Approvals
The term “Seller” as used in this Agreement will include the plural as well as the singular.
If there is more than one (1) Seller, then the obligations under this Agreement imposed on Seller will be joint and several. As used herein, the term “Agents” when used with respect to either Party will include the agents, employees, officers, contractors, and representatives of such Party. Subject to applicable law, all approvals, consents, or other determinations permitted or required by City under this Agreement will be made by or through the General Manager of City’s Public Utilities Commission or City’s Director of Property, unless otherwise provided in this Agreement.
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12.9. Interpretation of Agreement
The article, section, and other headings of this Agreement and the table of contents are for convenience of reference only and will not affect the meaning or interpretation of any provision contained in this Agreement. Whenever the context so requires, the use of the singular will be deemed to include the plural and vice versa, and each gender reference will be deemed to include the other and the neuter. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in his Agreement. In addition, each Party has been represented or had the opportunity to be represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is not applicable and is waived. Use of the word “including” or similar words will not be construed to limit any general term, statement, or other matter in this Agreement, whether or not language of non-limitation, such as “without limitation” or similar words, are used. The provisions of this Agreement will be interpreted in a reasonable manner to affect the purposes of the Parties and this Agreement.
12.10. Attorneys’ Fees
In the event that either party hereto fails to perform any of its obligations under this Agreement or in the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the defaulting party or the non-prevailing party in such dispute, as the case may be, shall pay the prevailing party reasonable attorneys' and experts' fees and costs, and all court costs and other costs of action incurred by the prevailing party in connection with the prosecution or defense of such action and enforcing or establishing its rights hereunder (whether or not such action is prosecuted to a judgment). For purposes of this Agreement, reasonable attorneys' fees of the City’s Office of the City Attorney shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the City Attorney’s 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" shall also include, without limitation, all such fees incurred with respect to appeals, mediations, arbitrations, and bankruptcy proceedings, and whether or not any action is brought with respect to the matter for which such fees were incurred. The term "costs" shall mean the costs and expenses of counsel to the parties, which may include printing, duplicating and other expenses, air freight charges, hiring of experts, and fees billed for law clerks, paralegals, and others not admitted to the bar but performing services under the supervision of an attorney.
12.11. Seller Tax Obligations
Seller acknowledges that under Section 6.10-2 of the San Francisco Business and Tax Regulations Code, the City Treasurer and Tax Collector may require the withholding of payments to any vendor that is delinquent in the payment of any amounts that the vendor is required to pay the City under the San Francisco Business and Tax Regulations Code (“Delinquent Payment”).
If, under that authority, any payment City is required to make to Seller under this Agreement is withheld because Seller owes the City a Delinquent Payment, then City will not be in breach or default under this Agreement, and the Treasurer and Tax Collector will authorize release of any payments withheld under this paragraph to Seller, without interest, late fees, penalties, or other
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charges, upon Seller coming back into compliance with its San Francisco Business and Tax Regulations Code obligations.
12.12. Severability
If any term or provision of this Agreement, or the application of any term or provision of this Agreement to any person or circumstances, will to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each provision of this Agreement will be valid and will be enforceable to the extent permitted by law.
12.13. Sunshine Ordinance
Seller understands and agrees that under City’s Sunshine Ordinance (San Francisco Administrative Code, Chapter 67) and the State Public Records Law (Gov. Code Section 6250 et seq.), this Agreement and any and all records, information, and materials submitted to City under this Agreement are public records subject to public disclosure. Seller hereby acknowledges that City may disclose any records, information, and materials submitted to City in connection with this Agreement.
12.14. Conflicts of Interest
Through its execution of this Agreement, Seller acknowledges that it is familiar with the provisions of Section 15.103 of the San Francisco Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts that would constitute a violation of those provisions, and agrees that if Seller becomes aware of any such fact during the term of this Agreement, Seller will immediately notify City.
12.15. 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 the City for the selling or leasing of any land or building to or from any department of the City whenever such transaction would require the approval by a City elective officer, the board on which that City elective officer serves, or a board on which an appointee of that individual serves, from making any campaign contribution to (1) the City elective officer, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date the contract is approved. Seller acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $100,000 or more. Seller further acknowledges that the (i) prohibition on contributions applies to each Seller; each member of Seller's board of directors, and Seller’s chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than ten percent (10%) in Seller; any subcontractor listed in the contract; and any committee that is sponsored or controlled by Seller; and (ii) within thirty (30) days of the submission of a proposal for the contract, the City department with whom Seller is contracting is obligated to submit to the Ethics Commission the parties to the contract and any
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subcontractor. Additionally, Seller certifies that Seller has informed each of the persons described in the preceding sentence of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.
12.16. Non-Liability of City Officials, Employees, and Agents Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee, agent, or consultant of City will be personally liable to Seller, its successors and assigns, in the event of any default or breach by City or for any amount that may become due to Seller, its successors and assigns, or for any obligation of City under this Agreement.
12.17. Counterparts
This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.
12.18. Effective Date
As used in this Agreement, the term “Effective Date” will mean the date on which the execution and delivery of this Agreement by both Parties is concluded and the transactions contemplated by the Agreement will have been authorized (a) in a manner required by law governing Seller, (b) by a duly adopted resolution of the San Francisco Public Utilities Commission, and (c) if required by City’s Charter, by a duly adopted resolution of City’s Board of Supervisors and Mayor.
12.19. Cooperative Drafting
This Agreement has been drafted through a cooperative effort of the Parties, and the Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No party will be considered the drafter of this Agreement, and no presumption or rule that an ambiguity will be construed against the Party drafting the clause will apply to the interpretation or enforcement of this Agreement.
12.20. Release of Claims
Seller, for itself, its agents, heirs, assigns, successors in interest, and any related or affiliated entities, hereby, following execution of this Agreement by the Parties, fully releases and discharges City, its agents, employees, officers, directors, divisions, attorneys, accountants, insurers, successors, and other representatives, and any and all related or affiliated private or public agencies or entities, from any and all causes of action, actions, judgments, liens, indebtedness, obligations, losses, claims, damages, expenses, liabilities, and demands, including any claim arising out of or pertaining to, directly or indirectly, the acquisition or use of the property interest described in this Agreement and/or the construction of any improvements thereon, including inverse condemnation, nuisance, severance damages, relocation benefits, reestablishment benefits, the cost or value of any equipment or fixtures, attorneys’ fees and costs, loss of goodwill, construction-related dust, noise, traffic, and other related construction activity, and lost rentals or business associated with construction of any improvements, and any other types of related losses or damages.
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Seller acknowledges that it may hereafter discover facts or law different from, or in addition to that which it now believes to be true with respect to his/her release of claims as set forth in this Agreement, and understands that by executing this Agreement it is waiving any rights of claims for any other or future benefits or damages to which it might be entitled which are not specifically exempted herein. In giving this release, Seller expressly waives the protection of Civil Code Section 1542, which statute provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
If this Agreement is terminated prior to Closing, this Section 12.20 will have no force or effect.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR
EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY’S PUBLIC UTILITIES COMMISSION (AND, IF REQUIRED BY CITY’S CHARTER, APPROPRIATE LEGISLATION OF CITY’S BOARD OF SUPERVISORS) WILL HAVE BEEN DULY
ENACTED APPROVING THIS AGREEMENT AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THEREFORE, ANY OBLIGATIONS OR
LIABILITIES OF CITY UNDER THIS AGREEMENT ARE CONTINGENT UPON THE DUE ENACTMENT OF SUCH LEGISLATION.
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The Parties have duly executed this Agreement as of the respective dates written below.
SELLER: ASSOCIATED LIMOUSINE OPERATORS OF SAN FRANCISCO, INC, a California corporation By: _________________________________ Robert Oziel President Date: _________________________________
By: _________________________________ Barbara Wulkan Secretary Date: _________________________________
By: _________________________________ Nino Filous Treasurer Date: _________________________________
CITY: CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation
By: _________________________________ DENNIS J. HERRERA General Manager San Francisco Public Utilities Commission Date: _________________________________
Authorized by SFPUC Resolution No. ______ and Board of Supervisors Resolution No. ____ APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By: ____________________________ Anna Parlato Gunderson Deputy City Attorney
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TITLE COMPANY’S ACKNOWLEDGMENT
[Applicable only when the Parties will close the transaction through an escrow] Title Company agrees to act as escrow holder in accordance with the terms of this Agreement. Title Company’s failure to execute below will not invalidate the Agreement between the Parties.
TITLE COMPANY: CHICAGO TITLE COMPANY
By: _________________________________ [NAME] Its: _________________________________ Date: ________________________________
[When Seller and City have delivered a copy of this Agreement for Purchase and Sale of Real Estate, executed by Seller and City, to escrow, Title Company should sign this page and transmit a copy to Seller and City. Seller and City agree that a photocopy, scanned copy or faxed copy is adequate for this purpose.]
A-1
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EXHIBIT A
Description of Seller’s Property
B-1
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EXHIBIT B
Form of Easement Deed
RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:
Director of Property
Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, California 94102
With a conformed copy to:
San Francisco Public Utilities Commission
Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attn: Real Estate Director
And to:
Associated Limousine Operators of San
Francisco, Inc.
C/o Citibrokers Real Estate Company
4273 California Street
San Francisco, California 94118
The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and
Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105)
APN: 3923-002 SPACE ABOVE THIS LINE FOR RECORDER'S USE
EASEMENT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ASSOCIATED LIMOUSINE OPERATORS OF SAN FRANCISCO, INC., a California corporation (“Grantor”), hereby grants to the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City”), through its Public Utilities Commission (“SFPUC”), a permanent tunnel easement (“Tunnel Easement”) and a permanent restricted development easement (“Restricted Development Easement”) (collectively the “Easement”) in, under, upon, along, and/or across certain portions of Grantor’s real property located in the City and County of San Francisco, State of California, more particularly described on the attached Exhibit A and depicted on the attached Exhibit B (the “Easement Area”).
B-2
1398 Bryant Street PSA (10-6-2025)
Grantor will retain such rights and privileges to use the Easement Area as are not inconsistent with this Easement, subject to the conditions, covenants, and restrictions in this Deed.
Grantor will not do or allow anything in, on, under, or about the Easement Area that could damage or interfere with City’s Facility (as defined in Section 1 [Nature of Easement]).
1. Nature of Easement.
(a) The Tunnel Easement is a perpetual, nonexclusive easement in gross for the purposes of constructing, boring, installing, maintaining, operating, using, repairing, modifying, removing, and replacing a subsurface sewer tunnel (“City’s Tunnel”).
(b) The Restricted Development Easement is a perpetual, nonexclusive easement appurtenant to the Tunnel Easement for the purpose of protecting City’s Tunnel from damage that may result from Grantor’s future construction within the Restricted Development Easement Area.
City’s rights under this Deed may be exercised by City’s agents, utility operators, contractors, subcontractors, suppliers, consultants, employees, licensees, invitees, or representatives, or by other authorized persons acting for or on behalf of City (collectively, “Agents”).
2. Subject to Superior and Existing Rights. The rights granted by this Deed are expressly subordinate to Grantor’s rights to use the surface and subsurface of the Easement Area for vehicular, pedestrian and utility purposes; provided, however, that such installation, operation, maintenance, repair, or replacement will not (i) endanger or damage City’s Tunnel; (ii) require City to relocate, modify or remove City’s Tunnel; or (iii) unreasonably restrict or interfere with City’s rights under this Deed. The Easement is subject to any existing recorded property rights of third parties. City will be solely liable for its interference with any prior and existing third-party rights. Grantor reserves the right to grant, at its sole and absolute discretion, nonexclusive rights to other third parties within the Easement Area, provided that any such grants will not (a) require City to relocate, modify, or remove City’s Tunnel, (b) conflict with the terms of this Easement Deed, or (c) unreasonably restrict or interfere with City’s rights under this Deed.
3. Grantor’s Use of the Easement Area. City shall have no right of surface access to the Easement Area. Except to the extent City, in accordance with this Section 3, subsections (a) through (c), determines that Grantor’s use of the Easement Area may conflict with City’s rights under the Easement, City will not object to Grantor’s proposed use. To that end, Grantor agrees not to construct, install, or permit any improvements in the Easement Area that may negatively impact City’s Tunnel.
(a) Tunnel Easement. Grantor’s use of the Tunnel Easement Area will be subject to the following conditions:
(i) Minimum Depth of Cover. The top of City’s Tunnel will be a minimum of twenty-seven feet (27’) below grade at the time of installation. Grantor will maintain a minimum depth of cover of at least fifteen feet (15’) over the top of City’s Tunnel at all times (“Minimum Cover Area”). All excavation, construction, and improvements proposed within the Minimum Cover Area will be
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subject to SFPUC’s review and approval, as set forth in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below. (ii) Improvements or Excavation Below City’s Tunnel. All improvements or excavation below City’s Tunnel require SFPUC’s review and approval in accordance with Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(iii) Changes in Grade. Any change in grade proposed by the Grantor will be subject to SFPUC’s review and approval, as set forth in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(iv) Maximum Allowed Building Foundation Loads. Where the sizes and depths of a building’s footings are known, the maximum allowable building foundation loads may be determined by spreading the load under shallow footings at a slope of 0.75 horizontal to 1.0 vertical (0.75H:1V) below the footings, until the spread load reaches a horizontal line 15 feet (15’) above the tunnel crown (the top boundary of the Zone of Exclusion). The “Zone of Exclusion” is defined as the area within 15 feet of the maximum extents of the tunnel, as shown on Exhibit C. The maximum allowable pressure above the Zone of Exclusion, within the Tunnel Easement, is one thousand five hundred pounds per square foot (1,500 PSF). Where spread loads from several footings overlap, the maximum cumulated pressure from all footings in the overlapping areas is one thousand five hundred pounds per square foot (1,500 PSF). See Exhibit C-1 for an example of how this calculation is applied.
Where the sizes and depths of a building’s footings are unknown, the maximum allowable averaged (smeared) load within the Tunnel Easement imposed by a building’s shallow foundations is one thousand five hundred pounds per square foot (1,500 PSF). The averaged (smeared) load can be determined by taking the total load on all footings within the Tunnel Easement, divided by the overall footprint area encompassing all of those footings.
As indicated in Notes 3 and 4 of Exhibit C, City may consider building foundation loads exceeding the maximum allowable, based on specific evaluation of a foundation design, pursuant to the approval requirements detailed in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(v) Footings and Pads. Installation or removal of improvements with footings or pads exceeding twelve inches in depth either above or below grade will be subject to SFPUC’s review and approval, as set forth in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(vi) Vegetation. Grantor may not plant trees over the City’s Tunnel where the roots could extend into the Minimum Cover Area.
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(b) Restricted Development Easement. Grantor’s use of the Restricted Development Easement Area will be subject to the following conditions:
(i) Maximum Allowed Building Foundation Loads. Where the sizes and depths of a building’s footings are known, the maximum allowable building foundation loads may be determined by spreading the load under shallow footings at a slope of 0.75H:1V below the footing, until the spread load reaches a horizontal line 15 feet (15’) above the tunnel crown (the top boundary of the Zone of Exclusion). The maximum allowable pressure within the Zone of Influence is one thousand five hundred pounds per square foot (1,500 PSF). The “Zone of Influence” is defined as the width projected by lines on either side of the spring line (mid-height) of the tunnel with 0.75 horizontal to 1.0 vertical slopes. The Zone of Influence is shown on Exhibit C. Where spread loads from several footings overlap, the maximum cumulated pressure from all footings in the overlapping areas is one thousand five hundred pounds per square foot (1,500 PSF). See Exhibit C-1 for an example of how this calculation is applied.
Where the sizes and depths of a building’s footings are unknown, the maximum allowable averaged (smeared) load within the Restricted Development Easement imposed by a building’s shallow foundations is one thousand five hundred pounds per square foot (1,500 PSF). The averaged (smeared) load can be determined by taking the total load on the footings sitting within the Zone of Influence, divided by the footprint area encompassing all of those footings.
Within the Restricted Development Easement, there are no maximum allowed restrictions on building foundation loads placed below the Zone of Influence.
As indicated in Notes 3 and 4 of Exhibit C, the City may consider building foundation loads exceeding the maximum allowed, based on specific evaluation of the foundation design, pursuant to the approval requirements detailed in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(ii) Footings and Pads. Installation or removal of improvements with footings or pads exceeding twelve inches in depth either above or below grade will be subject to SFPUC’s review and approval, as set forth in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(iii) Excavation, Structures, and Other Improvements. Grantor may excavate within the Restricted Development Easement to any depth.
Grantor may install or construct improvements within the Restricted Development Easement, subject to the restrictions set forth in sub- section (i), above, and the notice and approval requirements detailed
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in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below.
(iv) Changes in Grade. Any change in grade proposed by the Grantor will alter the Zone of Influence and be subject to City’s review and approval, as set forth in Section 3(c) [Notice and Approval of Grantor’s Work in Easement Area], below. City and Grantor will amend this Easement Deed, including Exhibit C, to reflect the new Zone of Influence.
(v) Vegetation. Grantor may plant vegetation anywhere on the Restricted Development Easement.
(c) Notice and Approval of Grantor’s Work in Easement Area. For any activities described above that require SFPUC review and approval (collectively, “Work”), a minimum of six (6) months prior to the earlier of submitting a permit application to City’s Department of Building Inspection for the Work or commencing Work (if no permit is required):
(i) Grantor will provide, or cause to be provided, to City copies of improvement plans, construction drawings, work plans, and engineering calculations for the Work as well as all related documentation reasonably requested by City, at the address for City set forth in Section 7 [Notices] below, to provide SFPUC an opportunity to review and comment on the Work; (ii) Grantor will obtain SFPUC’s written approval of the plans and specifications for the Work, which approval may be reasonably conditioned but will not be unreasonably withheld or delayed; and (iii) Grantor will cause the Work to be performed in a manner that does not endanger or damage City’s Tunnel.
4. Indemnification. City will indemnify, defend, and hold Grantor harmless from and against any direct injury, loss, damage, or liability, costs, or expenses (including reasonable attorneys’ fees and court costs) resulting from City’s use of the Easement Area, except to the extent attributable to the negligent or intentional act or omission of Grantor or its Agents.
5. No Dumping or Hazardous Materials. Neither Grantor nor City will cause or permit the dumping or other disposal on or about the Easement Area of refuse, hazardous materials, or other materials that are unsightly or could pose a danger to human health or safety or to the environment.
6. Run with the Land. The provisions, covenants, conditions, and restrictions provided in this Deed will be covenants running with the land pursuant to California Civil Code Sections 1468 and 1471 and will burden and benefit every person having an interest in the Easement Area. Any reference to Grantor in this Deed will include Grantor's agents and all successor owners of all or any part of the Easement Area.
7. Notices. Notices and other deliveries pursuant to this Deed may be delivered by private messenger service, mail, overnight courier, or delivery service. Any notice or document required or permitted to be delivered by either party will be in writing and will be deemed to be given on the date received by, or on the date receipt was refused by the party; provided, however, that all notices and documents: (a) mailed to a party in the United States Mail, postage prepaid, certified mail, return receipt requested, will be deemed to have been received five (5) postal days after mailing; or (b) delivered by a nationally recognized overnight courier or delivery service will be deemed received the next business day after deposit with a nationally recognized overnight
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courier or delivery service for overnight delivery. For all purposes the address of the parties will be the following, unless otherwise changed by the party by notice to the other as provided in this subparagraph:
To GRANTOR: Associated Limousine Operators of San Francisco, Inc.
C/o Citibrokers Real Estate Company
4273 California Street
San Francisco, California 94118
To GRANTEE: General Manager
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
With a copy to: Real Estate Director
Real Estate Services Division
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Email: [email protected]
And to: Attn: Real Estate /Finance
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail addresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither party may give official or binding notice orally or by email or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an email or telefacsimile copy of the notice.
8. Abandonment of Easement. Grantee may, at its sole option, abandon all or part of the Easement by recording a quitclaim deed. Except as otherwise provided in this Deed, on recording such quitclaim deed, the affected Easement Area and all rights, duties and liabilities under this Deed with respect to such Easement Area shall be terminated and of no further force or effect. No temporary non-use of the Easement Area or other conduct, except for recordation of the quitclaim deed as provided in this paragraph, shall be deemed abandonment of the Easement.
9. Miscellaneous.
(a) Entire Agreement. This Deed is the final expression of and contains the entire agreement between the parties with respect to the matters addressed in this Deed and supersedes all prior understandings with respect to such matters. This Deed may not be modified, changed, supplemented, or terminated, nor may any obligations under this Deed be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or
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as otherwise expressly permitted in this Deed. The parties do not intend to confer any benefit under this Deed on any person, firm, or corporation other than the parties to this Deed. (b) Partial Invalidity. If any term or provision of this Deed, or the application thereof, to any person or circumstance will be invalid or unenforceable, to any extent, the remainder of this Deed, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby, and each such term and provision of this Deed will be valid and enforced to the fullest extent permitted by law. (c) Waivers. No waiver of any breach of any covenant or provision of this Deed will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision of this Deed. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act. (d) Governing Law; Consent to Jurisdiction. The parties to this Deed acknowledge that this Deed has been negotiated and entered into in the State of California and expressly agree that this Deed will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California and City’s Charter. Any legal action or proceeding brought by either party and arising from or in connection with this Deed or any breach of this Deed will be brought in the California Superior Court in San Francisco. [SIGNATURES ON FOLLOWING PAGE]
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Executed as of this _____ day of ______________, 202__.
GRANTOR: ASSOCIATED LIMOUSINE OPERATORS OF SAN
FRANCISCO, INC.,
a California corporation
By: _________________________________ Robert Oziel President Date: _________________________________
By: _________________________________ Barbara Wulkan Secretary Date: _________________________________
By: _________________________________ Nino Filous Treasurer Date: _________________________________
ACCEPTED AND AGREED
GRANTEE:
CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: _________________________________
DENNIS J. HERRERA
General Manager
San Francisco Public Utilities Commission
Date: _________________________________
Authorized by SFPUC Resolution No. _______
and Board of Supervisors Resolution No. _____
APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By: ____________________________
Anna Parlato Gunderson
Deputy City Attorney
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
) ss
County of ______________ )
On _________________________, before me, ______________________________________, (insert name and title of the officer)
personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________ (Seal)
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CERTIFICATE OF ACCEPTANCE
As required under Government Code Section 27281, this is to certify that the interest in real property conveyed by the Easement Deed dated ______________, from the Associated Limousine Operators of San Francisco, Inc., a California corporation, to the City and County of San Francisco, a municipal corporation (“City”), is hereby accepted by order of its Board of Supervisors’ Resolution No. 18110 (Series of 1939), adopted on August 5, 1957, and approved by the Mayor on August 10, 1957, and its Board of Supervisors’ Resolution No. _____________, adopted on _______________, and City consents to recordation thereof by its duly authorized officer. Dated _______________, 2026.
By: ______________________________
Sarah R. Oerth
Director of Property
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Exhibit A to Easement Deed
Legal Description of Easement Area
[see attached A-1 and A-2]
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Exhibit B to Easement Deed
Depiction of Easement Area
[see attached B-1 and B-2]
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Exhibit C to Easement Deed
Allowable Loading within Easement Area
[see attached]
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EXHIBIT C
Preliminary Title Report
[See attached]
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EXHIBIT D
Certificate of Transferor Other Than An Individual (FIRPTA Affidavit) Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, the transferee of certain real property located in the City and County of San Francisco, California, that withholding of tax is not required upon the disposition of such U.S. real property interest by _____________________ ______________________________________, a _____________________________________ (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);
2. Transferor’s U.S. employer identification number is ______________; and
3. Transferor’s office address is __________________________________________ _____________________________________________________________________________.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor.
Dated: _________________, 202__.
On behalf of:
____________________________________, [NAME] a ___________________________________,
By: ________________________________, [NAME]
Its: ________________________________