RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:
Attn:
(Space above this line for Recorder 's use)
AMENDED AND RESTATED GRANT OF EASEMENTS AND AGREEMENT
PERTAINING TO INTERMODAL TRANSPORTATION STATION FACILITY
THIS AMENDED AND RESTATED GRANT OF EASEMENTS AND AGREEMENT PERTAINING TO INTERMODAL TRANSPORTATION STATION FACILITY (the "Agreement") is entered into as of __, 2024, by and between Emery StationOffice II, LLC, a California limited liability company ("ES North"), and National Railroad Passenger Corporation, a corporation organized under 49 U.S.C. §24101 et seq. and the laws of the District of Columbia ("Amtrak"). ES North and Amtrak are referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement amends and restates in its entirety that certain Grant of Easements and Agreement Pertaining to Intermodal Transportation Facility dated as of April 20, 2021, entered into by Wareham Development Corporation ("Wareham") and ES North, and recorded on April 28, 2021, as Document No. 2021166416 in the Official records of Alameda County, California. Wareham is executing this Agreement solely for the purpose of acknowledging that it no longer has an interest in the Station Parcel (defined below) or in the purpose or terms of thisAgreement.
RECITALS
A. This Agreement pertains to contiguous parcels of real property (the "Parcels") located in the City ofEmeryville, California, owned by the Parties, as follows:
(i) Station Parcel. Immediately prior to and in connection with the execution of this Agreement, Wareham conveyed title to that certain parcel of land, including the air rights from the surface of the ground to immediately below a plane level elevation of 49.50 feet, havingan address of 5855 Horton Street, Emeryville, California, which parcel is more particularlydescribed on Exhibit A attached hereto and incorporated herein by this reference (the land and theair rights immediately below a plane level of 49.50 feet shall collectively be referred to as the "Station Parcel") as improved with a building that serves as the Emeryville station for Amtrak rail service (the "Station Building", and together with the Station Parcel the "Station Property") to the City of Emeryville ("City") and the City conveyed title to the Station Property to Amtrak.
The Station Parcel is adjacent to the west of the western boundary of the Station Portion of the ES North Parcel (defined below) and adjacent to the east of the Southern Pacific railroad tracks and the adjoining loading and unloading platform parcels.00498\062\8828369.vl6 Attachment 2
(ii) ES North Parcel. ES North owns that certain parcel of land more particularly described on Exhibit B attached hereto and incorporated herein by this reference (the "ES North Parcel"), which parcel is generally bounded by Horton Street to the east, Powell Street to the south, the railroad tracks to the west and an approximately 35 foot wide strip of land owned by the City of Emeryville (the "City") to the north. The portion of the ES North Parcel that is most relevant to this Agreement is the panhandle shaped portion that is adjacent to Horton Streetto the east, the City land to the north and the Station Parcel to the west (such portion of the ES North Parcel is referred to herein as the "Station Portion of the ES North Parcel").
The Station Parcel and the Station Portion of the ES North Parcel are shown on the site mapattached as Exhibit C attached hereto and incorporated herein by this reference (the "Site Map").
B. Pursuant to that certain Participation Agreement dated March 2, 1993 (the "Participation Agreement"), executed by and between Wareham and the former Emeryville Redevelopment Agency ("Agency") (now dissolved), Wareham acquired the Station Parcel from the Agency and thereafter constructed the Station Building on the Station Parcel. As set forth in the Participation Agreement and in accordance with Section 33437 of the Community Redevelopment Law, Health and Safety Code §§33000 et seq., the Station Building and other portions of the Station Property are to be maintained and operated as a station for railroadpassenger service that forms a part of an intermodal public transportation facility to serve as apoint of transfer by persons changing from one mode of public transportation to another (the "Intermodal Public Transportation Station Use").
C. Pursuant to the Participation Agreement, following the completion of the Station Building, the Station Property was leased to the Agency by Wareham; and the Station Propertyhas been utilized by Amtrak as a station for railroad passenger service in connection with theIntermodal Public Transportation Station Use.
D. In order to maintain the use of the Station Property as a station for railroad passenger service in connection with the Intemiodal Public Transportation Station Use on a longterm basis, as anticipated by the Participation Agreement, the Parties desire to establish certain easements for the benefit of the Station Parcel and provide for certain other matters affecting the parcels described herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby mutually acknowledged, the Parties agree as follows:
1. Definitions. The following terms shall have the following meanings when used herein:
(a) Station Parcel Owner. "Station Parcel Owner" shall mean the person or entity who at any time owns the Station Property, including, initially, Amtrak, and, thereafter, anysubsequent transferee of title to the Station Property . (b) Station Portion of the ES North Parcel Owner. "Station Portion of the ES North Parcel Owner" shall mean the person or entity who at any time owns the ES North Parcel, including, initially, ES North, and, thereafter, any subsequent transferee of title to the ES North 00498\062\8828369.vl6
Parcel; or, if the Station Portion of the ES North Parcel becomes a separate legal parcel, the person or entity who at any time owns the Station Portion ofES North Parcel. (c) Owner. "Owner" shall mean each of the Station Parcel Owner and the Station Portion of the ES North Parcel Owner.
2. Grant of Easements and Rights. ES North hereby grants to Amtrak, as an appurtenance to the Station Parcel, the following described easements and rights primarily for the purpose of maintaining and facilitating the Intermodal Public Transportation Station Use of the Station Property:
(a) Vehicular/Pedestrian Access; Utility Lines. Easements for (1) vehicular and pedestrian access to and from the Station Portion of the ES North Parcel from and to Horton Street and the Station Property for passenger loading and unloading in connection with the access, use and operation of the Station Property (the "Station Parcel ES North Access Easement") and (2) the use and maintenance of the below grade water, sanitary sewer and storm drain lines and the joint utility trench (the "Existing Station Portion of the ES North Parcel Utility Lines") that currently cross the Station Portion of the ES North Parcel from the Station Parcel to Horton Street(the "Station Parcel ES North Utility Lines Easements"); provided, however, that:
(i) ES North reserves the right from time to time and at all times, with a minimum of sixty (60) days prior written notice to Amtrak: (A) to reconfigure in such a manneras ES North may reasonably desire the vehicular access to and from the Station Portion of the ES North Parcel from and to Horton Street, and the configuration of the improvements located on the Station Portion of the ES North Parcel, including, without limitation, in connection with the development of the Station Portion of the ES North Parcel and/or the Air Space Parcel, which mayinclude construction of a parking garage or podium structure as part of any such development and which may result in a reduction of the number of cars and other vehicles that can access the StationPortion of the ES North Parcel at any one time; and (B) to limit or close such access for suchreasonable periods as ES North may require to make repairs to the Station Portion of the ES NorthParcel or in connection with the development of the Station Portion of the ES North Parcel so longas (1) any such reconfigurations or closures do not unreasonably interfere with Amtrak'sownership of, use of or operations on the Station Property and (2) ES North shall give prior written notice to Amtrak of any such proposed action and ES North and Amtrak shall confer regarding themanner in which such action shall be undertaken in order to avoid or mitigate any unreasonable disruption ofAmtrak's ownership of, use of and operations on the Station Property; and (ii) ES North reserves the right from time to time to relocate on a temporary or permanent basis the location of the Existing Station Portion of the ES North Parcel Utility Lines, whether in connection with the development of the Station Portion of the ES North Parcel or otherwise; provided, however, that ES North shall give a minimum of sixty (60) days prior written notice to Amtrak of any proposed utility line relocation and provide Amtrak with an opportunity to review and comment on such proposed utility relocation. ES North agrees to meet with Amtrak to discuss and address any Amtrak concerns or issues regarding the manner in which such utility line relocation shall be undertaken, such undertaking to be performed in order to avoid or mitigate any disruption ofAmtrak's ownership of, use of and operations on the Station Parcel. 00498\062\8828369.vl6
(b) Existing Encroachments. ES North grants to Amtrak the right and permission to maintain the following encroachments from the Station Parcel onto the ES North Parcel: (1) a porte cochere structure at the entrance to the Station Building is situated on the StationPortion of the ES North Parcel, including the roof, support columns, base and underground footings (the "Porte Cochere"), and (2) a trash enclosure on the south side of the Station Parcelextends onto the ES North Parcel (the "Trash Enclosure") (collectively, the "Encroachments").
Such right and permission to maintain the Encroachments includes the right to enter upon the ES North Parcel to the extent necessary to have access to such Encroachments; and such right andpermission to maintain the Encroachments is limited to the maintenance, repair, replacement and/or demolition of the Porte Cochere and the Trash Enclosure in their configuration and locations as of the date of this Agreement, and does not include the right to expand or extend the Encroachments beyond the current extent thereof. The right to maintain the Encroachments shall remain in full force and effect until such time as the Station Building is demolished and notreplaced, in which event such right shall terminate.
The Station Parcel ES North Access Easement, the Station Parcel ES North Utility Lines Easements and the right to maintain the Encroachments shall burden the ES North Parcel, as the servient tenement, and shall benefit and be appurtenant to the Station Parcel, as the dominant tenement.
3. Duration of Easements. The easements and rights granted herein for the benefit of and as an appurtenance to the Station Parcel shall remain in effect so long as the Station Buildingis maintained and operated as a station for railroad passenger service in connection with the Intermodal Public Transportation Station Use. At such time as the Station Parcel is no longer usedas a station for such railroad passenger service all such easements and rights shall expire and shall no longer benefit or be an appurtenance to the Station Parcel; and the grantor of any such easement or right shall have the right to require the removal of the Encroachments.
4. Maintenance of Site. The Owners shall have responsibility for maintenance and repair hereunder as set forth below:
(a) Amtrak. Amtrak shall maintain in a neat and clean condition, free of trash and debris, and in good condition and repair, at its sole cost and expense, the area of (i) the Station Portion of the ES North Parcel located to the east of the Station Parcel (including the Porte Cochere) and (ii) the ES North Parcel located to the south of the Station Parcel (including the Trash Enclosure and the pedestrian accessway along the south side of the Station Building that leads to the southernmost public doors of the Station Building and to the train platforms to west of the Station Building), such area being marked as Area 1 on the Site Map attached as Exhibit C hereto (the "Area of Exclusive Amtrak Responsibility"). Specifically with regard to the Trash Enclosure, Amtrak shall use all commercially reasonable efforts to ensure that all trash shall be properly stored within the trash containers located therein, the doors of the Trash Enclosure shall be kept closed and properly secured, the area around the Trash Enclosure shall be swept on a regular basis, and the Trash Enclosure shall at all times be kept free ofvermin and odors. (b) ES North. ES North shall maintain in a neat and clean condition, free of trash and debris, and in good condition and repair, at its sole cost and expense, the landscaping and hardscape (i) in the area of the Station Portion of the ES North Parcel to the east of the Station 00498\062\8828369.vl6
Parcel, and (ii) in the area of the ES North Parcel to the south of the Area of Exclusive Amtrak Responsibility, such areas being marked as Area 2 on the Site Map attached as Exhibit C hereto (the "Areas of Exclusive ES North Responsibility").
(c) Area of Shared Responsibility. Amtrak and ES North will share equally the cost of maintaining in a neat and clean condition, free of trash and debris, and in good conditionand repair the landscaping and hardscape in the area marked as Area 3 on the Site Map attachedas Exhibit C hereto (the "Area of Shared Responsibility"). ES North shall be responsible for undertaking such maintenance and repair work.
(i) Annual Budget. ES North shall prepare and deliver to Amtrak annually a proposed budget for the anticipated third-party costs for the maintenance and repair of the Area of Shared Responsibility (as described in subsection (c) above) for Amtrak's review and approval, which approval shall not be unreasonably withheld. Within sixty (60) days after receiving a copy of such proposed budget (the "Response Period"), Amtrak shall either (i) identify any specific concerns respecting the proposed budget, or (ii) approve the proposed budget. Upon Amtrak's approval, a proposed budget shall become final (the "Approved Budget"). In the event that Amtrak disapproves a proposed budget, ES North and Amtrak shall promptly thereafter meet and confer in good faith in an attempt to agree upon an Approved Budget; provided, however, thatif the parties are unable to do so within thirty (30) days after the expiration of the Response Period, the budget in question shall be subject to arbitration, as provided for in subsection 5 (a) below. If a budget has not been submitted by ES North or a submitted budget has not been approved by Amtrak (or determined by arbitration) before the beginning of the annual period covered by such proposed budget, the Approved Budget for the previous annual period shall remain in effect until such time as the new budget is approved (or determined by arbitration). In addition, once there is an Approved Budget for a particular year, ES North shall have the right to request changes to such Approved Budget as it deems necessary, in which case ES North shall deliver to Amtrak such proposed changes for Amtrak's review and approval, which approval shall not be unreasonably withheld; and (A) within thirty (30) days after receiving a copy of such proposed changes, Amtrak shall either (i) identify any specific concerns respecting any such the proposed changes, or (ii) approve the proposed changes, (B) upon Amtrak's approval, the then current Approved Budgetshall be modified to incorporate such proposed changes, and (C) in the event that Amtrak disapproves any such proposed changes, ES North and Amtrak shall promptly thereafter meet andconfer in good faith in an attempt the agree upon such proposed changes, but if the parties are unable to do so within thirty (30) days after the expiration of the thirty (30) day period provided for in clause (A) above, such proposed changes shall be subject to arbitration, as provided for insubsection 5 (a) below. (ii) Annual Statements and Payments by Amtrak. Within 90 days after the close of each yearly period, ES North shall prepare and deliver to Amtrak a detailed invoice (an "Annual Statement"), with supporting documentation, setting forth the actual maintenance and repair costs for the Area of Shared Responsibility incurred during such yearly period. Amtrakshall pay its 50% share of the costs provided for in the Approved Budget for the year covered in the invoice within sixty (60) days after Amtrak receives such Annual Statement.
5. Disputes. If any dispute, claim or controversy ("Dispute") arises between the Parties out of, regarding or related to this Agreement, or the breach, enforcement, interpretation or00498\062\8828369.vl6 validity of this Agreement, or other matters set forth herein, the Parties will meet and engage in good faith negotiations to resolve the Dispute by confidential settlement discussions. Suchsettlement discussions, which will occur within ten (10) days after a written request for discussion by either Party, shall be considered confidential settlement discussions and shall be inadmissible in any future judicial or arbitral proceedings under Federal Rule of Evidence 408 and any analogous state rules. If the Parties fail to resolve the Dispute in accordance with this Section (5) within thirty (30) days, then the Parties may proceed in accordance with subsection (a) below. (a) Arbitration. All Disputes shall be determined by confidential binding arbitration in Washington, D.C. The arbitration shall be administered by the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules. Judgment on the award maybe entered in any court having jurisdiction. This subsection shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction (for example, a motion to compel arbitration or an emergency application for a temporary restrainingorder to maintain the status quo during the pendeney of the arbitration proceeding). Each Partyshall bear its own costs and fees in connection with the arbitration and shall share the costs of the arbitrator.
(b) Failure to Pay. Failure by either of the Parties to pay any amount in Dispute shall not alleviate, diminish, or modify in any respect such Party's obligation to perform under this Agreement. At all times during the dispute resolution procedures, the Parties and all of their contractors and consultants shall continue with the performance of the work and their obligations,including any disputed work or obligations, diligently and without delay or slow down, in accordance with this Agreement, except to the extent enjoined by order of a court or arbitrator.
Each Party acknowledges that it shall be solely responsible for the results of any delaying actions or inactions that such Party takes during the pendency of resolution of a Dispute relating to this Agreement even if the Party's position in connection with the Dispute ultimately prevails. In addition, during the pendency of a Dispute, the Parties shall continue to comply with all provisionsof this Agreement, and all applicable laws, rules and regulations. During the course of any and all dispute resolution procedures, each Party will continue to pay to when due all undisputed amountsdue and owing under this Agreement.
6. Waivers, Consents and Modifications. Waivers and consents respecting this Agreement shall be binding only if in writing and signed by the Party against whom such waiver or consent is sought to be enforced. This Agreement may be amended or modified only by a written instrument executed by the Parties.
7. Estoppel Certificates. Each Party (the "Certifying Party") shall at any time and from time to time upon not less than thirty (30) days' prior written notice from the other Party (the"Requesting Party") and no more than one (1) time in each twelve (12) month period, execute,acknowledge and deliver to the Requesting Party a statement in writing, as requested by the Requesting Party, certifying: (a) that, to the knowledge of the Certifying Party, this Agreement and the rights created hereby are unmodified and in full force and effect (or, if modified, adequatelyidentifying such modification and certifying that this Agreement and the rights as so modified are in full force and effect), (b) whether or not to the knowledge of the Certifying Party there is any default by the Requesting Party in the performance of any term, covenant, condition, provision oragreement contained in this Agreement and further whether or not there are any setoffs, defenses 00498\062\8828369.vl6
or counterclaims against enforcement of the obligations to be performed under this Agreement and, if there are, specifying each such material default, setoff, defense or counterclaim, and (c) such other matters as the Requesting Party may reasonably request in writing.
8. Run with the Land. The easements, rights and agreements set forth herein shall be deemed easements, rights and agreements running with the land that is burdened and benefited bysuch easements, rights and agreements, and they shall benefit or bind, as applicable, the Owner ofsuch land and its respective successors, assigns and legal representatives. Each of the easements, rights and agreements contained herein shall be appurtenant to the land thus affected and shall notbe separated or separately conveyed or assigned. Effective upon the conveyance of an Owner'sentire interest in a Parcel, such Owner shall thereupon be released and discharged from any andall obligations in connection with such Parcel that arise under this Agreement after the effectivedate of such conveyance (but such Owner shall remain liable for all such obligations arising under this Agreement prior to the date of such conveyance), and upon such conveyance of a Parcel, the grantee thereof shall assume in writing the obligations in connection with such Parcel that arise under this Agreement after the effective date of such conveyance.
9. Mortgagee Provisions. The Agreement shall at all times be superior to the lien of any deed of trust, mortgage, security agreement or other monetary lien or encumbrance that mayexist against any of the parcels referred to herein as of, or at any time after, the date of this Agreement, except with respect to Amtrak, the lien of the mortgage from the Federal Railroad Association ("Amtrak FRA ]Mortgage"). Except with respect to the Amtrak FRA Mortgage, each Party, upon the written request of the other Party, shall obtain a written recordable agreement from its lenders and other holders of such liens, if any, whereby such lien holders agree to subordinate their interests under such liens to the rights and interests of the Parties created by this Agreement. No breach of any of the provisions of this Agreement nor the enforcement thereof shall defeat or render invalid the lien of any mortgage, deed of trust or other security interest, but all of the provisions of this Agreement shall be binding upon and effective against any person whose title is derived through foreclosure or otherwise.
10. Event of Default; Remedies. It shall be a breach of a Party' s obligations under this Agreement and shall constitute a default hereunder ("Event of Default") if a Party does not cure any breach of this Agreement within thirty (30) days after receipt of notice from any other Party; provided, however, that if such Party has commenced to cure such default within such cure period and is diligently and continuously prosecuting such cure, such cure period shall be extended for a period as is reasonably necessary to allow a cure. Without limiting any other provision herein, but in any event subject to the arbitration provisions of Section 5 in the event of a Dispute between the Parties, upon the occurrence of an Event of Default, a non-defaulting Party may: (i) bring any proceeding in the nature of injunction or other equitable remedy to enforce the defaulting Party's obligations hereunder; (ii) bring any action to enforce this Agreement; and/or (iii) take or initiatesuch other action and enforce such other remedies as may be available under this Agreement, atlaw, in equity or otherwise. No breach of any provision of this Agreement shall entitle any Party to terminate or cancel this Agreement, but this limitation shall not affect in any manner any other rights or remedies that a Party may have by reason of any such breach.
11. No Public Dedication. This Agreement is not intended as and does not create or make any offer to dedicate any easements or other rights to the public. No rights, privileges or 00498\062\8828369.vl6
immunities of any Party shall inure to the benefit of any third-party, nor shall any third-party be deemed to be a beneficiary of any of the provisions contained in this Agreement.
12. General Provisions.
(a) Severabilitv. The determination that any provision hereof may be void, invalid, illegal or unenforceable shall not impair any other provisions hereof and all such other provisions of this Agreement shall remain in full force and effect. The unenforceability, invalidity or illegality of any provision of this Agreement under particular circumstances shall not render unenforceable, invalid or illegal other provisions of this Agreement or the same provisions under other circumstances.
(b) Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same Agreement.
(c) Governing Law; Venue. All matters of construction and interpretation with regard to this Agreement shall be governed by the laws of the State of California. Any action or proceeding brought by any Party to enforce or interpret the terms of this Agreement shall be brought in the U.S. District Court for the Northern District of California. (d) No Joint Venture. The provisions of this Agreement are not intended to create, nor shall they be in any way interpreted or construed to create a joint venture, partnershipor any other similar relationship between the Parties. (e) Further Actions. Each Party agrees to execute and deliver all further documents and to take all further actions reasonably necessary or appropriate to effectuate the purposes of this Agreement.
(f) Recordation. Following the mutual execution by the Parties, this Agreement shall be recorded in the Official Records ofAlameda County, California. 00498\062\8828369.vl6
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.ES NORTH:
EMERY STATION OFFICE II, LLC,
a California limited liability company
By: Emery Station Associates II, LLC,
a California limited liability company
Its: Managing Member
By: Wareham - NZL, LLC,
a California limited liability company,
Its: Managing Member
By:
Richard ^V^SWt^^
Its: Manager
AMTRAK:
NATIONAL RAILROAD PASSENGER CORPORATIONBy:.
Name:
Title:THE UNDERSIGNED, a signatory to the original Grant of Easements and Agreement specified hereinabove, is executing this Agreement solely for the purpose of acknowledging that it no longerhas an interest in the Station Property or in the purpose or terms of this Agreement.WAREHAM:
WAREHAM DEVELOPMENT CORPORATION,a California corporation By:
Richard K. Robbins, Preside
S-l
00498\062\8828369.vl6
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 COUNTY OF ,) ;-,'^^-On , 2024, before me,
(insert name and title of the officer)
' /- /~\.;' -'/;,. .'-
., Notary Public,
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 theforegoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
AA • • •
^ ET?
rnia
SANDRA L. SCHAEFFER
Notary Public - Californi
Marin County
Comml»slon02418810 7
My Coffim. Explrw Oct 26, 2026
•-w
(Seal)
00498\062\8828369.vl6
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.
COMMONWEALTH OF PENNSYLVANIA )COUNTY OF PHILADELPHIA )
On _, 2024, before me, _, Notary Public, (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 samein 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 Commonwealth of Pennsylvaniathat the foregoing paragraph is true and correct.WITNESS my hand and official seal.
Signature _ (Seal)
00498\062\8828369.vl6
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 )
COUNTY OF • / v :' /\.L )
On '/ -: ,'.:.' /;: , 2024, before me, -: /- • ' - , / •:':.-\ -.: _, Notaiy Public, (insert name and title of the officer)
personally appeared _'..- .: , . ,;-.' • ^'. ^1;; _,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 theforegoing paragraph is true and correct.
WITNESS my hand and official seal.
ignarure ,; -• . /,'.-- .- :- ' /• ...' - • 1 ^^^^My Comm.ExplrwOct26.2026 1 ^eal SANDRA L.SCHAEFFER
Notary Public - California
Marin County
Commtsston j» 2411810 r
00498\062\8828369.vl6
CONSENT OF ES NORTH LENDER
(the "Consent")
On this ^6 day of July, 2024, THRIVENT FINANCIAL FOR LUTHERANS, a Wisconsin corporation ("Beneficiary"), the holder of that certain Deed of Tmst and Security Agreement and Fixture Financing Statement, dated November 16, 2021, and executed by Emery Station Office H, LLC, a California limited liability company, as Grantor, and recorded on November 16, 2021 as Instrument No. 2021373077 in the Official Records ofAlameda County, California (the "Deed of Trust"), hereby consents to the execution and recordation of the Agreement to which this Consent is attached and hereby acknowledges and agrees that said Deed ofTmst is hereby made subject and subordinate to the terms of said Agreement.
IN WITNESS WHEREOF, Beneficiary has caused this Consent to be duly executed as of the day and year first above written.
BENFICIARY;
THRIVENT FINANCIAL FOR LUTHERANS,a Wisconsin corporation By:
Name: Nichole Kunz
Title: Assistant Vice President
#1367544vl
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
On (,) ^ ),^n .>0 , 2024, before me, the undersigned, a Notary Public in and for said County and State, 'personally appeared Nichole Kunz, personally known to me to be the person who executed the within instrument as the Assistant Vice President ofTHRIVENT FINANCIAL FOR LUTHERANS, a Wisconsin corporation, on behalf of said corporation.
KRISTEN ANN HAGA COWARD
Notary Public
[ir^sota
My Commission expires 1/31/2027
iAo?n
Notary Public
My Commission expires: 31 2-0 Z-^.
#1367544vl
Exhibit A
LEGAL DESCRIPTION OF STATION PARCEL
All of that certain real property located in the City ofEmeryville, County ofAlameda, State of California, described as follows:
Parcel 1, as shown on Parcel Map 10899, filed October 24, 2018, in Book 340 of Maps, Pages 98 and 99, Alameda County Records.
APN: 049-1325-108
A-l
00498\062\8828369.vl6
Exhibit B
LEGAL DESCRIPTION OF ES NORTH PARCEL
Lot 1, Tract 7353, filed October 21, 2002, Map Book 267, Pages 36 to 39, inclusive, Alameda County Records.
APN: 049-1325-004-00
B-l
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