South San Francisco City Council
May 14, 2025

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 GREEMENT APPROVAL ROUTING FORM ROUTING: ECD VENDOR → CAO→ CMO →CLK→ ECD
DATE 12/14/2022 DEPT ID 10 VENDOR Eden Housing
SCOPE/DESCRIPTION First Amendment to the Purchase and Sale Agreement of 201 Baden

CALIFORNID
Originating Dept.: ECD PM Nell Selander EXT. 6613
ADMIN Angela Romanini EXT. 8521
TYPE OF CONTRACT Other - Describe First Amendment to the Purchase and Sale Agreement SSF BL#
CONTRACT AMOUNTS Not Applicable
APPROVAL AUTHORITY:

INSURANCE REQUIREMENTS: Waivers Requested? NO
ATTACHMENTS: • Certificate of Insurance, naming City of South San Francisco as Additional Insured • SIR Questionnaire • Agreements and All Exhibits
-DocuSigned by:

DEPARTMENT HEAD ACKNOWLEDGEMENT:/ fie Date: October 18, 2023 | 2:

The contract, amendments, etie, isrance requirements/ waivers and attachments have been reviewed and included. - DocuSigned by:

CITY ATTORNEY APPROVAL OF ENTIRE AGREEMENT: Clea Date: October 18, 2023 | 3 Have there been any changes to the contract template? No 47F525AE438... Name of Reviewer Comments: Approved as to form
-DocuSigned by:

FINAL APPROVAL: Sharon kay Ranals Date: October 18, 2023 | -8A40B2F441FD4BA... City Manager on behalf of Council
- DS CITY CLERK: •Attest • Keep a copy for your files • Return to Originating Dept. [explain] AR
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND

SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
(201 Baden Avenue, South San Francisco, California)
This First Amendment to Purchase And Sale Agreement And Joint Escrow Instructions (this "Amendment") is made effective as of December 14, 2022 ("Effective Date") by and between the City of South San Francisco, a municipal corporation ("Seller") and Eden Housing, Inc., a California nonprofit public benefit corporation ("Buyer"). Seller and Buyer are sometimes collectively referred to herein as "the parties."

RECITALS
A. Seller and Buyer entered into that certain Purchase And Sale Agreement And Joint Escrow Instructions dated November 16, 2021 (the "Agreement") with respect to that certain real property located at 201 Baden Avenue, South San Francisco, California as more particularly described in the Agreement and other associated assets as more particularly described in the Agreement (collectively, the "Property"). A copy of the Agreement and its exhibits are attached hereto as Exhibit A and incorporated herein.

B. Seller and Buyer desire to amend the Agreement to amend the Schedule of Performance, modify certain closing and post-closing obligations, and make other related amendments, as more particularly provided herein.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the parties hereby agree as follows:

Amendment to Agreement. The parties amend the Agreement as follows:
a. The Buyer's Closing conditions set forth under Agreement Section 6(b)(iii) (vacation of Cypress Avenue and a lot line adjustment), Section 6(b)(iv) (license agreement permitting public parking), and Section 6(b)(v) (purchase agreement with the owner of KFC/Taco Bell site) shall be revised to constitute post-closing obligations under Section 6(f) of the Agreement and survive the Close of Escrow. b. The Seller's Closing conditions set forth under Agreement Section 6(c)(ii) (shared maintenance agreements with Commercial Component Developer), Section 6(c)(iii) (Developer's Financing Plan), Section 6(c)(iv) (purchase agreement with the owner of KFC/Taco Bell site), Section 6(c)(v) (license agreement permitting public parking) and Section 6(c)(vi) (vacation of Cypress Avenue and lot line adjustment) shall be revised to constitute post-closing obligations under Section 6(f) of the Agreement and survive the Close of Escrow.

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA)
c. The following post-closing obligations shall be added to Section 6(f) of the Agreement:
i. Section 6(f)(v): Within thirty (30) business days from December 31, 2022, Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels. ii. Section 6(f)(vi): Seller and Buyer shall have negotiated and executed a license agreement in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing. ili. Section 6(f)(vii): Prior to December 31, 2023, Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property. If Buyer is unable to acquire such property prior to December 31, 2023, Seller may require re-conveyance of the Property to City or request construction of a 50-60 unit 1 bedroom senior housing project in accordance with Section 6(h) below. iv. Section 6(f)(viii): Not less than thirty (30) days prior to the date Buyer is ready to close its construction financing, Buyer shall have negotiated and executed any agreements for the shared maintenance, construction or access between Buyer and the Commercial Component Developer that are reasonably determined by Buyer to be necessary. v. Section 6(f)(ix): Within thirty (30) days after executing a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., Buyer shall have submitted to Seller for review a proposed insurance, business and financing plan for the development of the Property, which shall include a pro forma reasonably acceptable to Seller and anticipated source and/or proof of construction loan necessary to reasonably complete the development of the Property. Such proof of construction loan may be a letter of interest from a bank referencing interest in the project and verifying interest rates for the project ("Developer's Financing Plan").
d. Section 6(h) shall be added to the Agreement to read as follows:

The parties acknowledge that acquisition of the KFC/Taco Bell site located at 199 Airport Boulevard, South San Francisco ("KFC/Taco Bell Site") is not in either Seller or Buyer's control; therefore, the parties agree that if Buyer is able to acquire the KFC/Taco Bell Site on or before December 31, 2023, then Buyer shall proceed with developing an 82-unit senior housing project with a ground floor restaurant and drive thru. If Buyer is unable to negotiate and execute a Purchase and Sale Agreement to acquire the KFC/Taco Bell Site on or before December 31, 2023, then, at its sole

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA)
discretion within one (1) year from said date, Seller may either require Buyer to re-convey the Property to Seller in accordance with Section 6(g) of the Agreement and Seller may re-enter and take possession of the Property or any portion thereof with all improvements thereon without payment or compensation to Buyer, or request Buyer to proceed with developing a 50-60 unit 1 bedroom senior housing project at the Property.

If Buyer does not agree to proceed with such project, Buyer shall re-convey the Property to Seller as described above.
e. The Schedule of Performance shall be amended as shown in Exhibit B, attached hereto and incorporated herein.

General Provisions. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Amendment and the meaning of the provisions hereof. The provisions of this Amendment shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. Except as expressly amended pursuant to this Amendment, the terms and provisions of the Agreement shall remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict between this Amendment and the Agreement, this Amendment shall govern. The terms and provisions of this Amendment, together with the Agreement, shall constitute all of the terms and provisions to which Buyer and Seller have agreed with respect to the transaction governed hereby, and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the Property other than as set forth in the Agreement as modified by this Amendment. The provisions of this Amendment shall apply to, be binding upon, and inure to the benefit of the parties hereto and to their respective successors and assigns.

This Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument. Counterparts of this Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes.

SIGNATURES ON FOLLOWING PAGE

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA)
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

SELLER:

CITY OF SOUTH SAN FRANCISCO
- DocuSigned by:
y: Suaron kay Ranal:

City Manager
ATTEST:

DS
- DocuSigned by:
october 19, 2023 1 2:09:57 PM Par
By: Rosa Gova Acosta
Goitys Coberk™
APPROVED AS TO FORM:
• DocuSigned by:

Skyswoodruff
City Attorney
BUYER:

EDEN HOUSING, INC.,
a California nonprofit public benefit
corporation
-DocuSigned by:

BY AS Stan
Amere good
Chief Real Estate Development Officer
5248270.1

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 COUTH SAN City of South San Francisco
P.O. Box 711 (City Hall,
400 Grand Avenue
outh San Francisco, C
City Council
CALIFORNIA Resolution: RES 221-2022
File Number: 22-1048 Enactment Number: RES 221-2022

RESOLUTION APPROVING A FIRST AMENDMENT

TO THE PURCHASE AND SALE AGREEMENT WITH

EDEN HOUSING FOR THE FIREHOUSE LIVE

PROJECT AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE AMENDMENT.

WHEREAS, the City of South San Francisco ("City") is the owner of certain real property located at 201 Baden Avenue, South San Francisco, which contains an old firehouse structure that has been decommissioned, and known as County Assessor's Parcel Numbers ("APN") 012-335-100, 012-335-110, and the portion of Cypress Street that is to be vacated, with a combined lot size of 22,500 square feet; and
WHEREAS, the City contemplated a firehouse rehabilitation project that would bifurcate the 201 Baden Avenue parcel into two separate parcels, temporarily identified as "201a" and "201b" Baden Avenue (and subsequently to be identified as APNs 012-335-100 and 012-335-110 after bifurcation), with the proposed development consisting of a commercial developer rehabilitating the existing old firehouse structure on the 201a Baden Avenue parcel into commercial space while preserving its historical significance, and of a housing developer constructing a separate affordable residential project on the 201b Baden Avenue parcel; and
WHEREAS, in November 2021, the City Council approved and the City executed a Purchase And Sale Agreement And Joint Escrow Instructions ("PSA") with Eden Housing, Inc. ("Buyer") at the nominal price of $1.00 to convey the 201b parcel to Buyer for pursuing the affordable residential project component, which is anticipated to provide the opportunity for the construction of as many as 82 Below Market Rate (BMR) units in the City and increase much needed housing opportunities to the public's benefit and welfare; and
WHEREAS, to facilitate the closing of the parcel sale and the ongoing pursuit of the affordable residential project, City and Buyer now desire to amend the PSA to amend the Schedule of Performance, modify certain closing and post-closing obligations, and make other related amendments, as more particularly provided in the negotiated First Amendment attached hereto as Exhibit A.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby resolve as follows:

1. The foregoing recitals are true and correct and made a part of this Resolution.

2. A First Amendment to the PSA, attached hereto as Exhibit A, effectuating certain amendments as described therein, is hereby approved.

City of South San Francisco Page 1
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 File Number: 22-1048 Enactment Number: RES 221-2022

3. The City Manager is hereby authorized to enter into and execute on behalf of the City Council the First Amendment to the PSA, in substantially the same form attached hereto as Exhibit A; and to make any non-material revisions, amendments or modifications deemed necessary to carry out the intent of this Resolution.

4. The City Manager is hereby authorized to execute any other related documents and to take any and all other actions necessary to implement this intent of this Resolution, subject to approval as to form by the City Attorney.
* * * * *
At a meeting of the City Council on 12/14/2022, a motion was made by Vice Mayor Nagales, seconded by Councilmember Flores, that this Resolution be approved. The motion passed.

Yes: 5 Mayor Nicolas, Vice Mayor Nagales, Councilmember Coleman, Councilmember Flores, and Councilmember Addiego
Rosa them luth
Attest by
Rosa Govea Acosta, City Clerk
City of South San Francisco Page 2
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND

SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
(201 Baden Avenue, South San Francisco, California)
This First Amendment to Purchase And Sale Agreement And Joint Escrow Instructions (this "Amendment") is made effective as of December 14, 2022 ("Effective Date") by and between the City of South San Francisco, a municipal corporation ("Seller") and Eden Housing, Inc., a California nonprofit public benefit corporation ("Buyer"). Seller and Buyer are sometimes collectively referred to herein as "the parties."

RECITALS
Seller and Buyer entered into that certain Purchase And Sale Agreement And Joint Escrow Instructions dated November 16, 2021 (the "Agreement") with respect to that certain real property located at 201 Baden Avenue, South San Francisco, California (Assessor's Parcel Number and other associated assets as : "Property"). A copy of
nor particularly dis eked in thre Agreementrella i hithe diery orated perein B. Seller and Buyer desire to amend the Agreement to amend the Schedule of Performance, modify certain closing and post-closing obligations, and make other related amendments, as more particularly provided herein.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the parties hereby agree as follows:

1. Amendment to Agreement. The parties amend the Agreement as follows:
a. The Buyer's Closing conditions set forth under Agreement Section 6(b)(iii) (vacation of Cypress Avenue and a lot line adjustment), Section 6(b)(iv) (license agreement permitting public parking), and Section 6(b)(v) (purchase agreement with the owner of KFC/Taco Bell site) shall be revised to constitute post-closing obligations under Section 6(f) of the Agreement and survive the Close of Escrow.
b. The Seller's Closing conditions set forth under Agreement Section 6(c)(ii) (shared maintenance agreements with Commercial Component Developer), Section 6(c)(iii) (Developer's Financing Plan), Section 6(c)(iv) (purchase agreement with the owner of KFC/Taco Bell site), Section 6(c)(v) (license agreement permitting public parking) and Section 6(c)(vi) (vacation of Cypress Avenue and lot line adjustment) shall be DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA)
revised to constitute post-closing obligations under Section 6(f) of the Agreement and survive the Close of Escrow.
c. The following post-closing obligations shall be added to Section 6(f) of the Agreement:
i. Section 6(f)(v): Within thirty (30) business days from December 31, 2022, Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels. ii. Section 6(f)(vi): Seller and Buyer shall have negotiated and executed a license agreement in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing.
ili. Section 6(f)(vii): Prior to December 31, 2023, Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property. If Buyer is unable to acquire such property prior to December 31, 2023, Seller may require re-conveyance of the Property to City or request construction of a 50-60 unit 1 bedroom senior housing project in accordance with Section 6(h) below.
iv. Section 6(f)(vili): Not less than thirty (30) days prior to the date Buyer is ready to close its construction financing, Buyer shall have negotiated and executed any agreements for the shared
maintenance, construction or access between Buyer and the Commercial Component Developer that are reasonably determined by Buyer to be necessary.
v. Section 6(f)(ix): Within thirty (30) days after executing a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., Buyer shall have submitted to Seller for review a proposed insurance, business and financing plan for the development of the Property, which shall include a pro forma reasonably acceptable to Seller and anticipated source and/or proof of construction loan necessary to reasonably complete the development of the Property. Such proof of construction loan may be a letter of interest from a bank referencing interest in the project and verifying interest rates for the project ("Developer's Financing Plan ")
d. Section 6(h) shall be added to the Agreement to read as follows:

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA)
The parties acknowledge that acquisition of the KFC/Taco Bell site located at 199 Airport Boulevard, South San Francisco ("KFC/Taco Bell Site") is not in either Seller or Buyer's control; therefore, the parties agree that if Buyer is able to acquire the KFC/Taco Bell Site on or before December 31, 2023, then Buyer shall proceed with developing an 82-unit senior housing project with a ground floor restaurant and drive thru. If Buyer is unable to negotiate and execute a Purchase and Sale Agreement to acquire the KFC/Taco Bell Site on or before December 31, 2023, then, at its sole discretion within one (1) year from said date, Seller may either require Buyer to re-convey the Property to Seller in accordance with Section 6(g) of the Agreement and Seller may re-enter and take possession of the Property or any portion thereof with all improvements thereon without payment or compensation to Buyer, or request Buyer to proceed with developing a 50-60 unit 1 bedroom senior housing project at the Property.

If Buyer does not agree to proceed with such project, Buyer shall re-convey the Property to Seller as described above.
e. The Schedule of Performance shall be amended as shown in Exhibit B, attached hereto and incorporated herein.
eneral Provisions. Each party has received independent legal advic om its attorneys with respect to the advisability of executing this Amendment and th meaning of the provisions hereof. The provisions of this Amendment shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. Except as expressly amended pursuant to this Amendment, the terms and provisions of the Agreement shall remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict between this Amendment and the Agreement, this Amendment shall govern.

The terms and provisions of this Amendment, together with the Agreement, shall constitute all of the terms and provisions to which Buyer and Seller have agreed with respect to the transaction governed hereby, and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the Property other than as set forth in the Agreement as modified by this Amendment. The provisions of this Amendment shall apply to, be binding upon, and inure to the benefit of the parties hereto and to their respective successors and assigns. This Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument.

Counterparts of this Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes.

SIGNATURES ON FOLLOWING PAGE

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA)
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

SELLER:

CITY OF SOUTH SAN FRANCISCO
By:

Mike Futrell
City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM: AFT
By:

Sky Woodruff
City Attorney
BUYER:

EDEN HOUSING, INC.,
a California nonprofit public benefit
corporation
By:

Andrea Osgood
Senior Vice President of Development
5248270.1

DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

EXHIBIT A TO FIRST AMENDMENT

AGREEMENT OF PURCHASE AND SALE AND JOINT

ESCROW INSTRUCTIONS
INSTRUCTIONS this Agreement)is made sective as or yenber 16, 20293: 899R sT by and between CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("Seller") and EDEN HOUSING, INC., a California nonprofit public benefit corporation ("Buyer").

RECITALS
Seller is the owner of certain real property located at 201 Baden Avenue, South San Francisco, San Mateo County ("County") which contains an old firehouse structure that has been decommissioned ("Old Firehouse") and known as County Assessor's Parcel Numbers ("APN") 012-335-100, 012-335-110, and the portion of Cypress Street that is to be vacated, with a combined lot size of 22,500 square feet, as described more particularly in Exhibit A, collectively and commonly known as the "Old Firehouse Parcel".

B. On March 4, 2019, pursuant to a solicitation process, Seller entered into an Exclusive Negotiating Rights Agreement ("ENRA") with a prior residential project developer and a separate commercial project developer (Commercial Component Developer"), which authorized the parties to commence negotiating the terms of purchase agreements relating to the rehabilitation of the Old Firehouse and construction of a mixed-use residential and commercial development on the Old Firehouse Parcel.

To facilitate this proposal, the Old Firehouse Parcel is to be bifurcated into two separate parcels (to be identified as APNs 012-335-100 and 012-335-110), which are to be effectuated through a lot line adjustment and street vacation at Cypress Avenue to be completed by the Commercial Component Developer and Buyer, and approved by Seller as necessary, with one of the parcel being APN 012-335-110 containing an approximately 0.3-acre parcel as depicted more particularly on Exhibit A-1 attached hereto ("Property"). These parcels will be sold to each developer in separate transactions for their respective projects, where the Property would be sold to the residential project developer. Each developer would be responsible for entitling and developing their respective projects.

D. Between 2019 and 2021 and most recently in May 2021, the ENRA was administratively extended and amended several times to extend its terms and, among other things, to replace Buyer as the developer for the residential component of the proposed development on the Old Firehouse Parcel.

Specifically, the proposed residential development will consist of approximately eighty-two (82) residential units that will all be deed restricted as Below Market Rate on the Property (the "Residential Project"). In addition, Buyer plans to acquire the adjoining property located at 199 Airport Boulevard, South San Francisco, where a KFC/Taco Bell business currently operates, in order to consolidate the two parcels for constructing the Residential Project.

The ENRA contemplates the Seller, Buyer and the Commercial Component Developer to negotiate two (2) separate purchase agreements in order for Buyer and the 1 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 Commercial Component Developer to pursue land use entitlements for the Residential Project and the proposed commercial development, respectively, and to acquire the bifurcated parcels respectively for such purposes.

Buyer agrees to purchase the Property to construct the Residential Project, and Seller agrees to sell the Property to Buyer, subject to the terms and conditions of this Agreement.

AGREEMENT
NOW, THEREFORE, or and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:

1. Purchase and Sale of Real Property. Seller hereby agrees to sell, and Buyer hereby agrees to purchase, upon the terms and conditions contained herein, the Property from Seller.

2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall be One Dollar ($1.00) subject to Section 7.
(a) Approval; CEQA Compliance. The Parties acknowledge and agree that the execution of this Agreement does not constitute Seller's approval or issuance of any entitlements or permits for the development of the Property or construction of the Residential Project and does not relieve Buyer from its obligations to apply for and obtain all such approvals, entitlements and permits. Further, the execution of this Agreement is subject to compliance with the California Environmental Quality Act ("CEQA") and does not constitute any approval or determination by Seller thereunder. Buyer acknowledges that Seller is responsible as the lead agency as defined by CEQA to complete all environmental analysis and determination required by CEQA. (i) Schedule of Performance. The Parties have collaborated on an anticipated project milestone schedule attached hereto and incorporated herein as Exhibit D ("Schedule of Performance"). The Parties agree this Schedule of Performance constitutes the reasonable estimates of the timing of performance for actions associated with this Agreement and development of the Property, and agree to adhere to the Schedule of Performance as much as reasonably possible. Any extension of time from the dates set forth in the Schedule of Performance shall require the approval of the City Council except as otherwise provided in Section 6(f)(iv) and Section 18(p). However, in no event shall a failure by either Party to meet any timeline under the Schedule of Performance constitute a default under this Agreement as long as diligent efforts were made towards meeting such timelines.

Escrow.
(a) Escrow Account. Buyer has opened an interest-bearing escrow account (the "Escrow"), at North American Title Company 21060 Redwood Road, Suite 110, Castro Valley, CA 94546, Attn: Suzanne Smith (the "Escrow Holder"), with interest accruing to the benefit of Buyer. Buyer shall be responsible for all Escrow fees and costs. Escrow Holder shall perform all escrow and title services in connection with this Agreement. 2 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 (b) Opening of Escrow. Within seven (7) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. Escrow shall not open until Seller and Buyer have satisfied all of their respective obligations as set forth below. The date that is the later of the following to occur shall be deemed the "Opening of Escrow":

Buyer shall have cooperated with the Commercial Component Developer to submit all documents, material and maps and undertaken all actions applicable and necessary for Seller to approve, and Seller shall have approved the vacation of Cypress Avenue.

Buyer shall have cooperated with the Commercial Component Developer to submit all documents, materials and maps and undertaken all actions necessary to complete a lot line adjustment bifurcating the Property into two parcels as contemplated in the ENRA.
(c) Buyer's Reimbursement for City Assistance Costs. During the term of this Agreement, Buyer shall reimburse Seller for all City Attorney and consultant time incurred in providing assistance relating to securing financing through obtaining or otherwise receiving a federal or state tax credits) for the development of the Property. If Buyer pursues such tax-credit financing, Buyer shall remit to Seller an initial payment in the amount of thirty-thousand dollars ($30,000) in immediately available funds ("Cost Recovery Deposit"). The Cost Recovery Deposit shall be drawn down by Seller to reimburse City Attorney. staff and City consultant costs for completing the obligations that relate to securing tax credit financing for the Property, at the rates most recently approved by City Council in the City's master fee schedule or under contract. Should the full amount of the Cost Recovery Deposit be exhausted prior to Closing or post-Closing obligations, Buyer shall replenish the Cost Recovery Deposit amount with additional funds necessary to reimburse such City Attorney and consultant costs. Documentation of City's rate schedule for City Attorney and consultant costs shall be retained by Seller and provided to Buyer upon request. The Cost Recovery Deposit shall not be applied towards the Purchase Price at Closing and any unused portion of the Cost Recovery Deposit shall be refunded to Buyer within thirty (30) days after the completion of all Closing or post-Closing obligations, as applicable.

The Purchase Price plus any additional amounts as hereinafter calculated shall be payable to Seller as follows: on or before the "Closing Date" (as defined below), Buyer shall deposit into Escrow cash or other immediately available funds in an amount equal to the balance of the Purchase Price as adjusted for closing costs and proration charges (the "Closing Amount"). If the Closing does not occur for any reason other than a default by Buyer, then Escrow Holder shall forthwith the Closing Amount and all interest earned thereon to Buyer (less any chargeable fees or costs of Escrow Holder and Title Company, as hereinafter set forth) and, neither party shall have any further rights or obligations with respect to the other Party in connection with this Agreement, except as otherwise expressly provided in this Agreement. (ii) If (1) Buyer timely exercises a right to terminate this Agreement in accordance with this Agreement or as a result of a default by Seller, or (2) the Closing does not occur for any reason other than Buyer's default, neither party shall have any further rights or obligations with respect to the other party in connection with this Agreement. 3 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

4. Title to the Property. At the Closing, Seller shall convey to Buyer marketable and insurable fee simple title to the Property by duly executed and acknowledged grant deed in the form attached hereto as Exhibit "C" (the "Deed"). As a condition to Buyer's obligations hereunder, North American Title Company (the "Title Company") will issue an ALTA extended coverage owner's policy of title insurance insuring fee simple title to the Property in an amount equal to the Purchase Price and subject only to such exceptions as Buyer shall have approved (or been deemed to have approved) pursuant to Section 5(a) (the "Title Policy"). The Title Policy shall provide full coverage against mechanics' and materialmen's liens and shall not contain an exception for any matters that would be disclosed by a survey of the Property. In any event, Seller covenants to cause to be released and reconveyed from the Property, and to remove as exceptions to title prior to the Closing the following (the "Pre-Disapproved Exceptions"): any exceptions regarding tenants or other possessory interests, mortgages, deeds of trust, or other monetary encumbrances, liens, assessments and/or indebtedness, other than those caused by Buyer, except for the current installment of non-delinquent real property taxes and assessments payable as a part of the real property tax bill. Seller's failure to deliver the Property in a condition free and clear of all of the Pre-Disapproved Exceptions shall be deemed a material default of Seller hereunder.

Seller shall provide to Title Company an owner's affidavit in form and substance reasonably satisfactory to Title Company in order to allow the Title Company to issue the Title Policy at Closing, including any affidavits or indemnities allowing for a "gap" Closing.

5. Feasibility Review.
(a) Preliminary Title Report. If not previously delivered to Buyer by Seller, Buyer shall obtain within ten (10) business days of the Opening of Escrow a preliminary title report with respect to the Property containing such exceptions as the Title Company would specify in the Title Policy, legible copies of all documents of record identified as exceptions in such preliminary title report along with a plotting of all easements specified as exceptions in such Preliminary Report (collectively, the "Preliminary Report"). Buyer may, at its sole discretion and at its sole cost, obtain a new ALTA survey of the Property. On or before the date which is ten (10) days prior to the expiration of the Feasibility Review Period (defined in Section 5(d) below) (or within ten (10) days after Buyer's receipt of any supplemental preliminary title report or survey that is delivered to Buyer later than the date which is twenty (20) days prior to the expiration of the Feasibility Review Period containing exceptions or items not contained on the original Preliminary Report or survey), Buyer may give written notice to Seller disapproving any items identified as exceptions or items in such Preliminary Report or survey (or supplemental preliminary title report or survey), and identifying the items, exceptions and/or survey items disapproved (a "Title Disapproval"). If Buyer does not timely give a Title Disapproval, then Buyer shall be deemed to have approved the Preliminary Report and survey (or supplemental preliminary title report or survey, as applicable) other than (i) any title exceptions or survey items which Buyer has previously disapproved in writing, and (ii) the Pre-Disapproved Exceptions. Upon Buyer's delivery of a Title Disapproval (which disapproval may be given in its sole and absolute discretion), Seller may elect to remove said disapproved item or items at or prior to the Closing; by delivering written notice of such election to Buyer not later than five (5) days following the date Seller receives a Title Disapproval. If Seller does not notify Buyer in writing that Seller will eliminate such disapproved exceptions or items within such five (5) day period, Buyer shall have ten (10) days following the date Seller received the Title Disapproval to terminate this Agreement.

Notwithstanding the foregoing, any Pre-Disapproved Exceptions shall be removed by Seller DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 through Escrow on or prior to the Closing. If Buyer does not timely terminate this Agreement following Seller's failure to elect to remove, modify or cure any disapproved item or items, as aforesaid, Buyer shall be deemed to have approved such item or items. (b) Examination of Documentation. Seller shall deliver to Buyer all materials in Seller's possession or control relating to the Property, including but not limited to (i) copies of the most recent property tax bills and assessments for the Property; (i) a copy of any and all leases, service contracts, easements, licenses, development approvals and/or other agreements related to the Property; (iii) any and all existing surveys of the Property; (iv) any and all soils reports, reports pertaining to hazardous materials or other environmental conditions or other reports relating to the physical condition of the Property; (v) any and all architectural or engineering documents relating to the Property; (vi) any entitlements, permits, approvals, consents or waivers from any governmental or quasi-governmental agency or authority relating to the Property, including, without limitation, general plan approvals, zoning approvals, planned development permits, use permits, variances, tentative maps or final maps; and (vii) any and all other correspondence, reports, studies, permits, approvals, or documents relating to the Property (collectively, the "Documents"). In addition, Seller shall promptly deliver to Buyer such other information relating to the Property that is reasonably requested by Buyer of Seller in writing, to the extent such information is in the possession or control of Seller, and notify Buyer in writing of any material changes to any existing Documents of which Seller becomes aware during the term of this Agreement.

Investigations. At any time prior to the end of the Feasibility Review Period, Buyer may conduct, review and analyze any such feasibility studies, inspections, environmental audits, soils and geological studies, engineering reports, topographic surveys, grading plans, environmental impact reports, right of way and easement agreements, zoning and master plan issues, bond feasibility, acoustics, hazardous materials studies, land plans, market studies, and other investigations (collectively, the "Investigations") as Buyer deems appropriate, including, without limitation, contacting all governmental authorities and persons having jurisdiction over or an interest in the planned development. Upon twenty-four (24) hours advance oral or written notice to Seller, Seller shall permit Buyer, its engineers, contractors, consultants, employees and agents, to enter onto the Property and conduct, at Buyer's expense, any such Investigations. In conducting such Investigations, Buyer shall repair any material damage to the Property caused by Buyer's Investigations, but excluding any latent defects or hazardous materials discovered by Buyer during its investigation of the Property. Buyer shall be insured for One Million Dollars ($1,000,000) per occurrence. Buyer agrees to indemnify and hold harmless Seller from any claims, damages, liabilities, losses, costs or expenses (including, without limitation, reasonable attorneys' fees) (collectively, "Claims") which result from any damage to persons or property caused by Buyer's Investigations; provided, however, that Buyer shall have no obligation to indemnify, defend and hold Seller harmless from and against any Claims resulting from (A) Seller's acts or omissions, or (B) Buyer's mere discovery of adverse physical conditions affecting the Property, including, without limitation, any "Hazardous Materials" (as defined below). Notwithstanding any contrary provision of this Agreement, the foregoing indemnity shall survive any termination of this Agreement and the Closing. (d) Feasibility Review Period. The "Feasibility Review Period" shall terminate at 5:00 p.m. on the date that is one hundred twenty (120) days after the Opening of Escrow. On 5 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 or before the expiration of the Feasibility Review Period, Buyer may disapprove of its review of its Investigations and the Documents by giving written notice to Seller of its election (the "Disapproval Election") to proceed with the transaction in its sole and absolute discretion. If Buyer does not timely give the Disapproval Election, then Buyer shall be deemed to have waived such election to terminate this Agreement pursuant to this Section 5(d).

6. The Closing
(a) The Closing Date. The recordation of the Deed and the delivery of the other documents and funds contemplated hereby (the "Closing") shall occur through Escrow and shall occur no later than December 31, 2022. The date on which the Closing occurs is herein referred to as the "Closing Date". Buyer shall give Seller fifteen (15) days prior notice of Buyer's intended Closing Date.
(b) Buyer's Conditions to Closing. Buyer's obligation to consummate the purchase of the Property is subject to and conditioned upon the satisfaction of each of the following conditions (unless otherwise waived in writing by Buyer) on or before the Closing Date which conditions are for the sole benefit of Buyer:

The Title Company shall have given Buyer its unconditional and irrevocable commitment to issue the Title Policy in favor of Buyer insuring Buyer as the fee owner of the Property with liability in the amount of the Purchase Price, subject only to those title exceptions as have been approved by Buyer pursuant to Section 5(a) and including the Endorsements requested by Buyer pursuant to Section 4 hereof; and (ii) Seller shall have fully performed all of its obligations in this Agreement which Seller has agreed to perform on or prior to the Closing Date, Seller shall not be in material breach or default under this Agreement on the Closing Date, and each representation and warranty made by Seller contained herein shall be true and correct as of the Closing Date. (11i) Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels. (iv) Seller and Buyer shall have negotiated and executed a license agreement-in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing.
(v) Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property.
(vi) There shall be no moratoria or other governmental action that would prevent Buyer from developing the Property as an affordable multifamily apartment complex.

If the conditions to Buyer's obligation to consummate the transaction contemplated in this Agreement are not satisfied (or waived by Buyer) on the Closing Date, then, provided this 6 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 Agreement was not previously terminated pursuant to the terms of this Agreement, Buyer may (A) terminate this Agreement, or (B) if a Seller default has occurred, exercise its rights and remedies under Section 14. The conditions set forth in this Section 6(b) are for the sole benefit of Buyer.
(c) Seller's Conditions To Closing. Seller's obligation to consummate the sale of the Property is subject to and conditioned upon the satisfaction of the following condition (unless otherwise waived in writing by Seller) on or before the Closing Date:
(i) Buyer shall have fully performed all of its obligations in this Agreement which Buyer has agreed to perform on or prior to the Closing Date, and Buyer shall not be in material breach or default under this Agreement on the Closing Date. (ii) Buyer shall have negotiated and executed any agreements for the shared maintenance, construction or access between Buyer and the Commercial Component Developer that are reasonably determined by Buyer to be necessary. (iii) Buyer shall have submitted to Seller for review a proposed insurance, business and financing plan for the development of the Property, which shall include a pro forma reasonably acceptable to Seller and anticipated source and/or proof of construction loan necessary to reasonably complete the development of the Property. Such proof of construction loan may be a letter of interest from a bank referencing interest in the project and verifying interest rates for the project ("Developer's Financing Plan").
(iv) Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property
(v) Seller and Buyer shall have negotiated and executed a license agreement in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing.
(vi) Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels.

If the conditions to Seller's obligation to consummate the transaction contemplated in this Agreement are not satisfied (or waived in writing by Seller) on the Closing Date, then, provided Seller is not in default hereunder and this Agreement was not previously terminated pursuant to the terms of this Agreement, Seller may terminate this Agreement. The conditions set forth in this Section 6(c) are for the sole benefit of Seller.
(d) Deliveries at Closing. At least one (1) business day prior to the Closing Date, Seller and Buyer shall each deliver to the Escrow Holder such instruments and funds as are necessary to consummate the purchase and sale of the Property, including the following:
(i) Buyer shall deliver:
(1) The Closing Amount;
7 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 2) Such other items, documents, and instruments as may be reasonably required by Title Company, Escrow Holder, or otherwise to fulfill the covenants and obligations to be performed by Buyer at the Closing pursuant to this Agreement. (ii) Seller shall deliver:
(1) an original of the Deed executed and acknowledged by Seller, as grantor;
(2) the originals of all Documents pertaining to the Property and all files pertaining to the Property;
(3) an affidavit directed to Buyer giving Seller's taxpayer dentitication number and contirming that Seller is not a de, in fortion dumber ane, sonicient to halise Buyer of a weigh perin lizach under hal of the Internal Revenue Code ("Seller's Foreign Person Affidavit"), together with a duly executed California Franchise Tax Board Form 593-C (the "Cal FIRPTA"); (4) a closing statement in form and content satisfactory to Buyer and Seller duly executed by Seller;
(5) a release, reconveyance and termination of all monetary encumbrances affecting the Property including any mechanics' liens; (6) any other items necessary to consummate the transaction contemplated hereby, including, without limitation, a customary owner's affidavit sufficient to delete the exceptions for parties in possession and mechanics' liens on the Title Policy. (iii) After the Escrow Holder has confirmed that all conditions and closing requirements set forth herein have been satisfied, the Escrow Holder shall: (A) cause the Deed to be recorded in the Official Records; (B) pay from Buyer's funds Buyer's share of any closing costs and prorations; (C) pay from funds held for Seller's account Seller's share of any closing costs and prorations and any deeds of trust, mortgages or other monetary liens; (D) remit to Seller the remaining funds held for Seller's account; (E) deliver an original of the General Assignment, Seller's Foreign Person Affidavit, the Cal FIRPTA and the Title Policy to Buyer; and (F) deliver copies of all documents to both Buyer and Seller. (e) Concurrent Deliveries. All requirements with respect to the Closing shall be considered as having taken place simultaneously, and no delivery or payment with respect to the Closing shall be considered as having been made until all deliveries, payments and closing transactions have been accomplished with respect to the Closing.

Post-Closing Obligations. The following obligations shall survive the Close of Escrow:
(i) Seller shall have the right to approve (which approval shall not be unreasonably withheld, conditioned or delayed) Developer's Financing Plan submitted by Buyer pursuant to Section 6(c)(iii) above.
8 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 (ii) Seller shall have the right to approve (which approval shall not be unreasonably withheld, conditioned or delayed) the construction contract for Buyer's development of the Property (the "Construction Contract").
(iii) Buyer shall have secured all financing for the development of the Property prior to issuance of building permits for the Residential Project. (iv) Buyer shall apply for any additional financing (including grant funds) for the development of the Property within eighteen (18) months after obtaining entitlements for the Residential Project. Such timeline may be extended for four (4) six (6) month administrative extensions. Any additional extension of time shall require the approval Seller's City Council pursuant to Section 18(p).
(g) In the event that Buyer is unable to construct the Residential Project, including but not limited unable to secure sufficient financing beyond the timeline set forth in this Agreement, unable to secure entitlements, or unable to commence construction, the Property shall revert to the City and the City may re-enter and take possession of the Property or any portion thereof with all improvements thereon without payment or compensation to Buyer, and revest in the City the estate theretofore conveyed to the Buyer. The interest created pursuant to this subsection (g) shall be a "power of termination" as defined in California Civil Code Section 885.010. Upon reversion occurring, the City may require Buyer to complete a lot split for the Property, if the Property has been merged at the time of the reversion, at City's sole discretion and at Buyer's sole expense.

7. Costs and Prorations.
(a) Costs. Costs of the Closing and Escrow shall be allocated as follows:
(i) Buyer shall pay the costs of recording the Deed; (ii) Buyer shall pay all documentary and other transfer taxes imposed in connection with recording the Deed including, without limitation, any applicable City and County transfer taxes; (iii) Buyer shall pay the premium for the "standard" Title Policy, the mechanics' lien endorsement and curative endorsements, if applicable, and Buyer shall pay the additional premium related to the "extended coverage" Title Policy and any endorsements which Buyer requires, (iv) Buyer shall pay the cost of any endorsements and survey costs, if any; (v) Buyer shall each pay the fees of the Escrow Holder, including any cancellation costs, and the costs of the Escrow; and (vi) Buyer and Seller shall each pay their respective attorneys' fees.
(b) Prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes will be prorated as of the close of escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the close of escrow will be assumed by Buyer. Seller does not pay ad valorem taxes.

8. Escrow Holder. The Escrow Holder shall comply with the terms of this Agreement and any additional instructions jointly executed by Buyer and Seller. The Escrow Holder is 9 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 designated the "real estate reporting person" for purposes of section 6045 of title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by the Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Holder shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. The Escrow Holder's rights and obligations may be further specified by supplemental escrow instructions; provided, however, that if any conflict shall arise between this Agreement and such additional escrow instructions, the terms and provisions of this Agreement shall prevail. The Escrow Holder and the parties shall comply with any and all Federal and State of California withholding requirements.

9. Interim Period Covenants and Agreements.
(a) Seller shall act with respect to the Property in accordance with its preexisting practices as if the Property were not to be sold, including, without limitation, by maintaining at least the same levels of insurance in effect as of the Effective Date, and shall not enter into or modify any lease, agreement or contract relating to the Property without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (b) Seller shall not take any action which would adversely affect the zoning, entitlements, tentative or final tract maps affecting the Property or the processing by Buyer of any plans or necessary approvals for the contemplated development of the Property. (c) Seller shall not place or permit any lien, deed of trust or other monetary encumbrance on the Property nor take any action to impose any other title exceptions on the Property (other than those reflected in the Preliminary Report). Seller shall not convey, assign or otherwise transfer any of its right, title or interest in and to the Property, except to Buyer in the manner provided in this Agreement.
(d) Seller shall cause to be released and reconveyed from the Property, and to remove as exceptions to title prior to the Closing all mortgages, deeds of trust or other monetary encumbrances, liens, assessments and/or indebtedness, other than those caused by Buyer.

10. Conveyance AS IS. Buyer specifically acknowledges that the Seller is selling the Property on an "AS IS", "WHERE IS" and "WITH ALL FAULTS" basis and that, subject to Seller's representations, warranties, covenants and obligations set forth in this Agreement, and all exhibits attached hereto and incorporated herein, and any obligations arising under applicable law, and any document or instrument executed and delivered in connection with Closing, Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, or its employees, appointed or elected officials, agents, or brokers as to any matters concerning the Property. Subject to Seller's representations, warranties, covenants and obligations set forth in this Agreement, and all exhibits attached hereto and incorporated herein, and any obligations arising under applicable law, and any document or instrument executed and delivered in connection with Closing, Seller makes no representations or warranties as to any matters concerning the Property, including without limitation: (i) the quality, nature, adequacy and physical condition of the Property, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical 10 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 condition of utilities serving the Property, (iv) the development potential of the Property, and the Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the property for any particular purpose, (v) except as otherwise provided in this Agreement, the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous Materials, substances or wastes on, under or about the Property or the adjoining or neighboring property; (vili) the quality of any labor and materials used in any improvements on the Property, (ix) the condition of title to the Property, (x) the leases, service contracts, or other agreements affecting the Property, or (xi) the economics of the operation of the Property.

11. Representations, Warranties and Covenants.

Seller represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, and such representations, warranties and covenants shall survive the Closing:
(i) Seller is a municipal corporation, lawfully formed, in existence and in good standing under the laws of the State of California. Seller has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a valid and binding agreement of Seller.
(ii) Seller has not alienated, encumbered, transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the Preliminary Report. Seller will not, directly or indirectly, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to the Close of Escrow, as long as this Agreement is in force.
(iii) There are no agreements affecting the Property except those which have been disclosed by Seller. There are no agreements which will be binding on the Buyer or the Property after the Close of Escrow, which cannot be terminated on thirty (30) days prior written notice.

There is no agreement to which Seller is a party or, to Seller's knowledge, binding on Seller, which is in conflict with this Agreement. There is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending or, to Seller's knowledge, threatened against the Property or the transaction contemplated by this Agreement.
(v) There are no leases of space in the Property, subleases, licenses, franchise agreements or other agreements to occupy or utilize all or any portion of the Property that will be in force after the Closing. At Closing, Seller shall deliver the Property to Buyer vacant of any occupants.
11 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 (vi) Seller has not received any written notice from any governmental authority that the Property is not in material compliance with all applicable laws and regulations (including environmental and zoning laws and regulations), other than such violations as have been fully cured. To Seller's knowledge, neither Seller nor the Property are in default or breach of any material obligation under any encumbrances, covenants or easement agreements recorded against the Property.
(vii) Except as otherwise disclosed by the Documents, neither Seller nor, to the actual knowledge of Seller, any prior owner or occupant of the Property, has engaged in or permitted any activity on the Property involving the handling, manufacture, treatment, storage, use, release, or disposal of any toxic or hazardous waste, material or substance, including, without limitation, asbestos, petroleum, petroleum products, underground storage tanks now or previously containing any other hazardous materials or substances defined as "hazardous substances" "hazardous waste" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq.; Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801; and Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq.; and other substances defined as hazardous waste and hazardous substances in applicable laws and/or in any regulations and publications promulgated pursuant to said laws (collectively, "Hazardous Materials"). To Seller's knowledge, removal or other remedial action with respect to Hazardous Materials in, on, under or about the Property is not required by any governmental authority having jurisdiction over the Property. (vili) There are no outstanding rights of first refusal, rights of first offer, purchase options or similar purchase rights with respect to the Property. (ix) There are no management agreements, leasing agreements, brokerage agreements or similar agreements which affect the Property and will survive Closing. (x) To Seller's knowledge, there are no impositions of new special assessments with respect to the Property.
(XI) The Property does not contain any wetlands, endangered species or protected habitat, flora or fauna.
(xii) Seller is in compliance with all laws, statutes, rules and regulations and any federal, state or local governmental authority in the United States of America applicable to Seller and all beneficial owners of Seller, with respect Executive Order No. 133224, 66 Fed Reg. 49079 (September 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control of the Department of the Treasury ("OFAC) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Seller agrees to make its policies, procedures and practices regarding compliance with the Orders available to Buyer for its review and inspection during normal business hours and upon reasonable prior notice. Neither Seller nor any beneficial owner of Seller: (1) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are 12 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 collectively referred to as the "Lists"); (2) has been determined by competent authority to be subject to the prohibitions contained in the Orders; (3) is owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (4) shall transfer or permit the transfer of any interest in Seller or any beneficial owner in Seller to any person who is or whose beneficial owners are listed on the Lists. (xiii) Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986, as amended.

Each of the representations and warranties of Seller contained in this Section 11 (i) is true in all material respects as of the date hereof, (ii) shall be deemed remade by Seller, and shall be true in all material respects, as of the date of Closing, and (iii) shall survive the Closing. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement are conditions precedent to the Close of Escrow. Seller shall immediately notify Buyer of any fact or circumstance that becomes known to Seller, which would make any of the foregoing representations or warranties untrue. If Seller becomes aware of any fact or circumstance after the date hereof which results in any representation, warranty or covenant set forth in Section 11 becoming inaccurate in any material respect, Seller will give prompt notice to Buyer. If such change arises through the actions of Seller, the change shall constitute a default by Seller if Seller fails to cure the default within fifteen (15) days after receipt of written notice of default. If, however, such change does not arise through the actions of Seller, then the change shall constitute only the failure of a condition to Closing but shall not constitute a default by Seller; provided, however, that Buyer must elect to terminate the Agreement as a result of such failed condition within fifteen (15) days following delivery of written notice to Buyer describing such change. Buyer's failure to elect to terminate this Agreement within such fifteen (15) day period shall be deemed Buyer's election to waive the failed condition and proceed with the transaction contemplated herein.
(b) Buyer hereby represents and warrants to Seller that as of the date of this Agreement and as of the Closing Date and such representations, warranties and covenants shall survive the Closing:
(i) Buyer is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California; this Agreement is, and all documents executed by Buyer which are to be delivered to Seller at the Closing will be duly authorized, executed and delivered by Buyer; this Agreement is, and all documents executed by Buyer which are to be delivered to Seller at the Closing will be, legal, valid and binding obligations of Buyer, and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Buyer is subject.
(ii) Buyer has not, and as of the Closing Buyer shall not have, (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Buyer's assets, which remains pending as of such time, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, which remains pending as of such time, (v) admitted in writing its inability to pay 13 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

12. INDEMNIFICATION; ENVIRONMENTAL INDEMNITY.
(a) Indemnification. To the fullest extent allowed by law, Buyer agrees to unconditionally and fully indemnify, protect, defend (with counsel satisfactory to Seller), and hold Seller, and its respective elected and appointed officers, officials, employees, agents, consultants, contractors (collectively "Seller Indemnitees"), harmless from any and all third party claims, liabilities, damages and costs (including reasonable attorney's fees) arising out of or in connection with Buyer's performance under this Agreement, except to the extent that such claims, liabilities, damages and costs are attributable to Seller's negligence or willful misconduct or to a condition of the Property in existence prior to Closing.
(b) Environmental Indemnity. In addition, to the fullest extent allowed by law, Buyer agrees to unconditionally and fully indemnify, protect and defend (with counsel satisfactory to Seller) the Seller Indemnitees harmless from and against any and all claims (including without limitation third party claims for personal injury, real or personal property damage, or damages to natural resources), actions, administrative proceedings (including without limitation both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines, costs (including without limitation any and all costs relating to investigation, assessment, analysis or clean-up of the Property, liabilities (including without limitation sums paid in settlements of claims), interest, or losses, including reasonable attorneys' and paralegals' fees and expenses (including without limitation any such fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), together with all other costs and expenses of any kind or nature (collectively, the "Costs") that arise directly or indirectly from or in connection with the presence, suspected presence, release, or suspected release, of any Hazardous Materials in, on or under the Property or in or into the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under or within the Property, or any portion thereof, except those Costs that arise solely as a result of actions by Seller, or Seller's agents, employees, or contractors. The indemnification provided pursuant to this Section shall specifically apply to and include claims or actions brought by or on behalf of employees of Buyer or any of its predecessors in interest and Buyer hereby expressly waives any immunity to which Buyer may otherwise be entitled under any industrial or worker's compensation laws. In the event the Seller suffers or incurs any Costs, Buyer shall pay to Seller the total of all such Costs suffered or incurred by the Seller upon demand therefore by Seller. The indemnification provided pursuant to this Section shall include, without limitation, all loss or damage sustained by the Seller due to any Hazardous Materials (a) present or suspected by a governmental agency having jurisdiction to be present in the Property or in the air, soil, soil gas, groundwater, or surface water at, on, about, above, under, or within the Property (or any portion thereof) or to have emanated from the Property, or (b) that migrate, flow, percolate, diffuse, or in any way move onto, into, or under the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under, or within the Property (or any portion thereof), after the date of this Agreement, as a result of Seller's or its predecessors' activities on the Property, or those of Seller's agents, employees, or contractors. The provisions of this Section 10 shall survive the termination of this Agreement and the Close of Escrow. 14 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

13. RELEASE BY BUYER. Effective upon the Close of Escrow, except with respect to the representations and warranties of Seller under Section 6 of this Agreement, Buyer waives releases, remises, acquits and forever discharges Seller, and its officers, directors, board members, managers, employees and agents, and any other person acting on behalf of Seller, from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses and compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer now has or which may arise in the future on account of or in any way arising from or in connection with the physical condition of the Property or any law or regulation applicable thereto including, without limiting the generality of the foregoing, any federal, state or local law, ordinance or regulation pertaining to Hazardous Materials. This Section 13 shall survive the termination of this Agreement and the Close of Escrow.

Buyer acknowledges that Buyer is familiar with Section 1542 of the California Civil Code, which 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.

BY INITIALING BELOW, BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE

FOREGOING RELEACES
AO
Buyer's initial

14. HAZARDOUS MATERIALS; DEFINITION.
(a) Hazardous Materials. As used in this Agreement, "Hazardous Materials" means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a "hazardous substance" ", "hazardous material", "hazardous waste", "extremely hazardous waste" ", infectious waste", toxic substance" ", toxic pollutant", or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term "Hazardous Materials" shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.
(b) "Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Materials, or the protection of the environment or human, plant or animal health, 15 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seg.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seg.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seg.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seg.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter- Presley-Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et seq.).

15. Condemnation; Casualty.

In the event a governmental entity commences or threatens eminent domain proceedings to take any part of the Property or any adjacent or neighboring real property which would affect access to the Property after the date hereof and prior to the Closing Date then Buyer shall have the right to either (i) terminate this Agreement and receive a return of the Deposit, or (ii) proceed with the Closing as scheduled notwithstanding such proceeding; provided, however, that Seller's interest in all awards arising out of such proceedings shall be assigned to Buyer as of the date of Closing or credited to Buyer if previously received by Seller, and Seller hereby agrees to execute any separate assignment agreement, as Buyer may reasonably request, to evidence or effectuate the assignment of such awards. Seller's obligations pursuant to the immediately preceding sentence shall survive the Closing. In the event Buyer elects to proceed with Closing despite such proceeding, Seller and Buyer shall cooperate with each other in agreeing upon the award amount with the applicable governmental agency.
(b) Risk of loss or damage to the Property from fire or other casualty until the Deed is recorded is assumed by Seller. If any portion of the Property or any adjacent or neighboring real property which would affect access to the Property is damaged or destroyed by fire or other casualty prior to the Closing Date, Buyer shall have the right, upon written notice to Seller to either (i) terminate this Agreement and receive a return of the Deposit, or (i) proceed with the Closing as scheduled notwithstanding such damage or destruction; provided, however, that Buyer shall have the right to receive on the Closing Date (and on the Closing Date Seller shall assign to Buyer its right to receive) the insurance proceeds payable as a result of such loss, damage or other casualty to the extent that such proceeds have not been applied to any repair work performed prior to the Closing Date, which was approved by Buyer, and otherwise Seller shall reimburse Buyer for any policy deductibles or self-insured retentions to the extent the same remain unpaid as of Closing. Seller's obligations pursuant to the immediately preceding sentence shall survive the Closing.

16. Possession. Possession of the Property shall be delivered to Buyer as of Closing free of any and all tenancies and/or occupancy rights.
16 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

17. Remedies. In the event of a breach or default under this Agreement by Seller, if such breach or default occurs prior to Close of Escrow, Buyer reserves the right to either (a) seek specific performance from Seller or (b) to do any of the following: (i) to waive the breach or default and proceed to close as provided herein; (ii) to extend the time for performance and the Closing Date until Seller is able to perform; or (iii) to terminate this Agreement upon written notice to Seller, whereupon Seller shall cause Escrow Holder to return to Buyer any and all sums placed into the Escrow by Buyer, and except for the rights and obligations expressly provided to survive termination of this Agreement, neither party shall have any further obligations or liabilities hereunder. IN THE EVENT OF A BREACH OR DEFAULT HEREUNDER BY BUYER AND

THE CLOSING DOES NOT OCCUR DUE TO SUCH DEFAULT, SELLER'S SOLE REMEDY SHALL BE TWENTY-FIVE THOUSAND DOLLARS ($25,000) AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IN SUCH INSTANCE, THE AMOUNT OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) REPRESENT A REASONABLE

APPROXIMATION OF SELLER'S DAMAGES AND ARE NOT INTENDED AS A

FORFEITURE OR PENALTY BUT RATHER AN ENFORCEABLE LIQUIDATED DAMAGES PROVISION PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO LOST PROFITS OR

CONSEQUENTIAL DAMAGES AS A RESULT OF THE OTHER PARTY'S BREACH OF THIS AGREEMENT. SELLER HEREBY WAIVES ANY AND ALL REMEDIES OF

SPECIFIC PERFORMANCE IT MAY HAVE AGAINST BUYER TO PURCHASE THE PROPERTY.
• DS - DS
AO MF
Buyer's Initials Seller's Initials

18. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors, heirs, administrators and permitted assigns. Neither Buyer nor Seller shall assign its rights and interests under this Agreement to any party without the other party's prior written consent; provided, however, that Buyer shall be permitted to transfer its rights and interests under this Agreement without obtaining Seller's consent, to an to an affiliate of Buyer, limited partnership or limited liability company in which Buyer, or affiliates of Buyer is a partner or member. (b) Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, telegraphed, delivered or sent by same day or overnight courier, telex, telecopy, cable, or email, and shall be deemed received upon the earlier of (i) if personally delivered or delivered by same day or overnight courier, the date of delivery to the address of the person to receive such notice, (i) if mailed, three business days after the date of postage by the United States post office, (iii) upon facsimile transmission or e-mail transmission (except that if the date of such transmission is not a business day, then such notice shall be deemed to be given on the first business day following such transmission), addressed as follows:.

If to Seller: City of South San Francisco
17 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager, Mike Futrell
Email: [email protected]
Telephone No.: (650) 829 6620
Fax (650) 829-6609
With Copy To: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: Project Manager, Julie Barnard
Email: [email protected]
Fax No.: (650) 829 6623
With Copy To: Meyers Nave
1999 Harrison St. 9th Fl.

Oakland, CA 94612
Attn: Sky Woodruff
Email: [email protected]
Fax No.: (510) 444-1108
If to Buyer: Eden Housing, Inc.
22645 Grand Street
Hayward, CA 94541
Attn: Chris Arthur
Fax: (510) 582-0122
With a copy to: Cox, Castle & Nicholson LLP
50 California Street, Suite 3200
San Francisco, California 94111
Attention: Lisa Weil
[email protected]
Fax: (415) 262-5199
If to Escrow Holder: North American Title Company
21060 Redwood Road, Suite 110
Castro Valley, CA 94546
Attn: Suzanne Smith
[email protected]
Fax: (510) 537-0928
Brokers. Seller and Buyer each represents to the other that it has employed no broker or finder in connection with the transaction contemplated hereby. Buyer agrees to indemnify, defend and hold harmless Seller and its successors and assigns from all claims and liabilities, including attorneys fees and costs incurred by Seller and its successors and assigns as a result of anyone's claiming by or through Buyer any fee, commission or compensation on 18 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 account of this Agreement, its negotiation or the sale hereby contemplated. Seller agrees to indemnify, defend and hold harmless Buyer and its successors and assigns from all claims and liabilities, including attorneys' fees and costs incurred by Buyer and its successors and assigns as a result of anyone's claiming by or through Seller any fee, commission or compensation on account of this Agreement, its negotiation or the sale hereby contemplated. The provisions of this Section 15(c) shall survive the Closing or termination of this Agreement. (d) California Law. This Agreement shall be construed under and in accordance with the laws of the State of California without reference to choice of law principles which might indicate that the law of some other jurisdiction should apply. (e) Severability; Waiver. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereto, and the remainder of the provisions of this Agreement shall continue in full force and effect without impairment. The waiver by either party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same or another provision of this Agreement.
(f) No Obligation to Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement. (g) Further Acts. Buyer and Seller shall execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Agreement.

Time of Essence; Business Days. Time is of the essence of each provision of this Agreement of which time is an element. Any reference in this Agreement to time for performance of obligations or to elapsed time means consecutive calendar days, months or years, as applicable, unless otherwise indicated. Wherever the time for performance of any obligation hereunder falls upon a day other than a business day, the time for the performance of such obligation or the doing or effectiveness of such act shall be extended to the next succeeding business day.

Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire agreement between Seller and Buyer pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of Seller and Buyer, oral or written, including without limitation the letter of intent previously executed, are hereby superseded and merged herein. The provisions of this Agreement may not be amended or altered except by a written instrument duly executed by Seller and Buyer. (i) Rights Unique to Buyer. The rights of Buyer to acquire the Property are unique to the Property and may be specifically enforced without posting bond in the event of any breach by Seller in conveying the Property.
(k) Attorneys' Fees. If legal action is commenced to enforce or to declare the effect of any provision of this Agreement or in connection with the Property or any matters related 19 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 to the transactions contemplated in this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees and other litigation costs. In addition to the foregoing award of attorneys' fees and other litigation costs to the prevailing party, the prevailing party in any lawsuit on this Agreement shall be entitled to its attorneys' fees and other litigation costs incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. This provision shall survive Closing or termination of this Agreement. (1) Exclusivity. Until the Closing or the date that this Agreement is terminated, Seller shall not enter into any contract, or enter into or continue any negotiations, to sell the Property to any person or entity other than Buyer.
(m) No Offer or Binding Contract. The parties hereto agree that the submission of an unexecuted copy of this Agreement by one party to another is not intended by either party to be, or be deemed to be a legally binding contract or an offer to enter into a legally binding contract.

The parties shall be legally bound pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and both Seller and Buyer have fully executed and delivered this Agreement.
(n) Counterparts. This Agreement may be signed in counterparts and taken together the counterparts when fully executed will constitute a single agreement. Facsimile or PDF signatures submitted by Seller or Buyer will be accepted as originals on behalf of that party. (o) Incorporation of Recitals and Exhibits. The Recitals set forth in this Agreement and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full.
(p) Approvals. Except with respect to entitlements, permits, regulatory and governmental approvals, including but not limited to street vacations contemplated in this Agreement, whenever this Agreement calls for Seller approval, consent, extension or waiver, the written approval, consent, or waiver of the City Manager or his or her designee(s) shall constitute the approval, consent, extension or waiver of the Seller, without further authorization required from the City Council. However, except for the time extensions set forth in Section 6(t)(iv) above, the Schedule of Performance may be administratively extended for two (2) six (6) month periods and any subsequent extensions shall require approval by the City Council. The Seller hereby authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce Seller's rights under this Agreement, and to waive requirements under this Agreement, on behalf of the Seller.
(g) Merger, Survival. The provisions of this Agreement shall not merge with the delivery of the Deed or any other instrument delivered at Closing, but shall, except as otherwise provided in this Agreement, survive the Closing
20 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 IN WITNESS WHEREOF, Seller and Buyer have executed on the day and year first above written.

SELLER: BUYER:

CITY OF SOUTH SAN FRANCISCO EDEN HOUSING, INC.,
a California nonprofit public benefit
- DocuSigned by: corportinicusigned by:

Mike Futrell Andrea Osgood
By: By:
6852134787CA4DE
Mike Futrel Andrea good
City Manager Senior Vice President of Development
ATTEST: DS
DocuSigned by:

By: Rosa Gavea Acosta
- Rosa DOvea Acosta
City Clerk
APPROVED AS TO FORM:
- DocuSigned by:

By: Sky Woodrutt
City Attorney
S-1
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 Acceptance by Escrow Holder:

North American Title Company hereby acknowledges that it has received a fully executed original (which may be via facsimile or email) of the foregoing Agreement and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder.

Dated: , 2021

NORTH AMERICAN TITLE COMPANY
By.

Name:
itle
S-2
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

EXHIBIT A

LEGAL DESCRIPTION OF OLD FIREHOUSE PARCEL
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

EXHIBIT A

LEGAL DESCRIPTION OF OLD FIREHOUSE PARCEL

LEGAL DESCRIPTION

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

PARCEL ONE:

LOTS 26 AND 27, IN BLOCK 141, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL.

PLAT 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 1, 1892, IN BOOK 2 OF MAPS, PAGE 52, SAN MATEO COUNTY RECORDS.

BEGINNING AT A POINT MARKING THE INTERSECTION OF THE SOUTHWESTERLY LINE OF BADEN AVENUE AND THE SOUTHEASTERLY LINE OF CYPRESS AVENUE, SAID POINT BEING THE MOST NORTHERLY CORNER OF LOT TWELVE (12) IN BLOCK 145, AS SAID AVENUES, LOT, AND BLOCK ARE DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON MARCHI, 1892, IN BOOK B OF MAPS, AT PAGE 6 AND A COPY THEREOF ENTERED IN BOOK 2 OF MAPS, PAGE 52, SAN MATEO COUNTY RECORDS. RUNNING THENCE FROM SAID POINT OF BEGINNING SOUTH 74• 27 EAST ALONG SAID LINE OF BADEN AVENUE 50 FEET TO A POINT THEREON; THENCE LEAVING SAID LAST MENTIONED LINE SOUTH 15° 33' WEST 140 FEET; THENCE NORTH 74 27' WEST 66.44 FEET TO THE SOUTHEASTERLY LINE OF CYPRESS AVENUE ABOVE MENTIONED; THENCE NORTH 22: 14' 50" EAST ALONG SAID LAST MENTIONED LINE 140.96 FEET TO THE

BEGINNING AT THE SOUTHWEST CORNER OF THE INTERSECTION OF BADEN AVENUE WITH CYPRESS AVENUE, AS SHOWN UPON THAT CERTAIN MAP ENTITLED: "SOUTH SAN FRANCISCO SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN MATEO. CALIFORNIA. MARCH 1. 1892. AND RECORDED IN MAP BOOK NO. 2 AT PAGE 52; THENCE. SOUTHERLY ALONG THE EASTERLY LINE OF LOT NUMBERED, TWENTY-SEVEN (27) IN BLOCK NUMBERED ONE HUNDRED FORTY-ONE (141), AS SHOWN UPON SAID MAP, TO THE SOUTHERLY LINE OF SAID

LOT NUMBERED TWENTY SEVEN THENCE EASTERLY AND PARALLEL TO THE SOUTHERLY LINE OF BADEN AVENUE TO THE WESTERLY BOUNDARY LINE OF BLOCK NUMBERED ONE HUNDRED FORTY-FIVE (145); THENCE NORTHERLY ALONG SAID WESTERLY BOUNDARY LINE OF SAID BLOCK NUMBERED ONE HUNDRED FORTY-FIVE (145) TO THE SOUTHERLY BOUNDARY LINE OF BADEN AVENUE; THENCE WESTERLY ALONG THE SOUTHERLY BOUNDARY LINE OF BADEN AVENUE TO THE POINT OF A-1

LEGAL DESCRIPTION

ONMENT CETAL AT
ACEPTIONS PER OLD REPUBUC TITLE INSURANCE COMPANT MOR NUMBER: 0227010910-0 a ra be cost or sa sata air or soone set red DocuSign Envelope ID:

B2C71F

ALTA/ ASCM TABLE A - OPTIONAL SURVEY
RESPONSIBILITIES AND SPECIFICATIONS NOTES:

SANDIS
LACON VALLY TV = DIE DIE ACRESS IS 201 BACCA AVOME, SOON SAN TRADOSCO. CA SHOO (08S0RMED)

BADEN AVE
Tv S
LEGEND
ONE AN) HASE FLOOO ELEVATION DETERUNES.

HOOY DE

HE MIN ONES MEA CE SE POLICE PARCHIS ARE
ЗАЕЗОС26
ROSAO COMMINCADON UNE I BE ZOONG REPORT NOT PROVED SY OLENT.

SHE GREENED LOCATORS POEME DI COICE IRON PLANS CRUNCO AE SION HERON

SYMBOLS AND ABBREVIATIONS

ME NEES OF RACING DANCES ME AS SHOWN MOREON
EV 14
TV T
200mH a0205 Fr

PARCEL THREE NOTE

PER DONE CAN MATEO COUNTE
BASSHAAO Can a
CON-MA

REFERENCES

SURVEY NOTES SURVEYOR'S CERTIFICATE

TO THE OTY OF SOUT SAN FRANOSCO, A MOCRAL CORFORATION
PARKING COUNT win-com

SECOND LANE
NO MESS NO CAN TOR 90708 OF ME RACES

SANDIS BASIS OF BEARINGS ALTA/NSPS LAND TITLE SURVEY

LANDE OF THE CITY OF SOUTH SAN FRANCISCO
PER DEED OF PARTIAL PECONVEYANCE NO. 1352 B 306, 1696 B 316, 1896 B 688 DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 EXHIBIT A-1

DEPICTION OF PROPERTY
100 BADEN AVE

BAREN AVENUE
~12,875 SF

HOUSING
-22,175 SF
A-1
A1.1-1 O SP. SITE PLAN

RESIDENTIAL
SITE PLAN - - - - PLOT OMISION.

SHEET TITLE AND NO -.. - PROPERTY LINE 2ND LANE
→› - 48° WOE ACCESSIBLE PATH FOR ENTRY
160 - 9196
SITE PLAN LEGEND 40-238 - 28.012 -W-5316
(N ACCESSIBLE PARKING -
AIRPORT BOULEVARD 65-2 18" 201 BADEN AVE

FIREHOUSE LIVE
139 - 11 1/16 211 BADEN AVE
18'-434 5.3230281339
BLVD
199 AIRPORT
46-213/6 205 BADEN AVE
94080 5-534 HOUSE

FRANCISCO, CA EXISTING FIRE

SOUTH SAN
205 BADEN AVENUE
WORK

FIREHOUSE - (N) SLOPED WALKWAY

PROPERTY LINE IN PLANTINO AREA
160-958

BADEN AVENUE
100 BADEN AVE
6 5 0-871:070
CA 94080 US.

SO. SAN FRANCISCI
211 LINDEN AVENU

PLANNING, INI

RESEARCH

ARCHITECTUR SHEET NOTES
GROUP
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

EXHIBIT B

SCHEDULE OF PERFORMANCE
Purchase & Sale Agreements executed and
1 Within 30 days of Council approval
become effective
Within 120 days of PSA agreement
2 Entitlement and Planning Application Submittal
executed and effective
9 months following entitlement
3 Receive Entitlement Approvals from City
application
4 Submit Construction Drawings and Permitting 4 months following entitlement Application approvals
Eden and Harman to enter into PSA for KFC
5 Prior to December 31, 2022
Site
Close of Escrow December 31, 2022
Apply for all other soft funding sources 18 months following entitlement 6 approvals
First and all subsequent rounds
following securement of all soft
7 Apply for tax credit funding funding sources - assuming that these funding sources are still adequate to
complete the project along with the
tax credit award.

Start Construction 6 months following securing all
8 funding
30 months following construction
9 Certificate of Occupancy for residential units
commencement
3 months following issuance of final
10 Lease Up/ Move-In
certificate of occupancy
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 EXHIBIT "C"

GRANT DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
(see below)
MAIL TAX STATEMENTS TO:
(Space Above Line for Recorder's Use Only)
THE UNDERSIGNED GRANTOR(s) DECLARE(s):

DOCUMENTARY TRANSFER TAX is $ _ CITY TAX S
••
Computed on full value of property conveyed, or " Computed on full value less value of liens or encumbrances remaining at time of sale,
" Unincorporated area: " City of

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ("Grantor"), does hereby grant to _ State of Califomia, the real property in the County of
described on Exhibit "A" attached hereto and by this reference incorporated herein (the "Property").

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of → 20_
By:

Name:_
Title:

C-1
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 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.

DIALE UP CALIRUKINIA
SS:

County of
On , 20_ before me, here insert
name of the officer, Notary Public, personally appeared - who proved to me on the basis of satisfactory evidence to be the person(s) whose names) 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 signatures) 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 of Notary Public
[Seal]
C-2
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26 EXHIBIT "A" TO GRANT DEED

LEGAL DESCRIPTION
[INSERT]
5016243.1
C-3
DocuSign Envelope ID: B2C71F7D-6ADA-4C7D-B061-C2DD3AE30C26

EXHIBIT B TO FIRST AMENDMENT

SCHEDULE OF PERFORMANCE
City Funding Application Completed
County Funding Application Completed
City Land Commitment Completed
Close of Escrow 12/31/2022
Eden and Harman to enter into Purchase and 12/31/2023 or earlier Sale Agreement for KFC Site
Select Consultants 12/31/2023 or earlier
Entitlement and Planning Application 5/1/2023 or earlier Submittal
Receive Entitlement Approvals from City Anticipated 2/1/2024- City will proceed pursuant to applicable statutory timelines
Submit Construction Design, Drawings and 7/1/2024 or earlier Permitting Application
Apply for funding sources including all other 8/1/2025 or earlier soft funding sources
Apply for tax credits funding 8/1/2025 or earlier
Close on KFC Site
Start Construction 2/1/2026 or earlier
Certificate of Occupancy for residential units 30 months following construction commencement or earlier
Lease Up/ Move-In 3 months following issuance of final
certificate of occupancy or earlier
DocuSign
Certificate Of Completion
Envelope Id: B2C71F7D6ADA4C7DB061C2DD3AE30C26 Status: Completed Subject: Complete with DocuSign: Firehouse Live Eden - First Amendment to the PSA Source Envelope:

Document Pages: 43 Signatures: 7 Envelope Originator:

Certificate Pages: 6 Initials: 1 Angela
AutoNav: Enabled Stamps: 1 329 Miller Ave
Envelopeld Stamping: Enabled South San Francisco, CA 94080 Time Zone: (UTC-08:00) Pacific Time (US & [email protected] Canada) IP Address: 199.181.122.2
Record Tracking
Status: Original Holder: Angela Location: DocuSign
10/18/2023 9:22:18 AM [email protected]
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of South San Francisco Location: DocuSign Signer Events Signature Timestamp
- DS Sent: 10/18/2023 9:33:19 AM
Angela Romanini
[email protected] AR Viewed: 10/18/2023 9:36:48 AM Administrative Assistant Signed: 10/18/2023 9:36:57 AM
City of South San Francisco
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
(None) Using IP Address: 199.181.122.2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Andrea Osgood DocuSigned by: Sent: 10/18/20239:37:00 AM [email protected] Viewed: 10/18/2023 12:01:25 PM OA3522A39D80420... Signed: 10/18/2023 12:01:46 PM
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 172.56.32.57
Signed using mobile
Electronic Record and Signature Disclosure:

Accepted: 10/18/2023 12:01:25 PN
D: 41a9f0b3-6e6e-4d04-b89d-bd2a40e4f2c2
Nell Selander - DocuSigned by: Sent: 10/18/2023 12:01:49 PM [email protected] Viewed: 10/18/20232:59:10 PM
-4A493B522B954EA...

Director, Economic & Community Development Signed: 10/18/2023 2:59:21 PM Department
Signature Adoption: Uploaded Signature Image
City of South San Francisco
Using IP Address: 199.181.122.2
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sky Woodruff - DocuSigned by: Sent: 10/18/2023 2:59:24 PM [email protected] Viewed: 10/18/2023 3:25:33 PM
D47F525AE463483.

City Attorney Signed: 10/18/2023 3:38:52 PM
Signing Group: City Attorney
Signature Adoption: Drawn on Device
Security Level: Email, Account Authentication
(None) / Using IP Address: 206.169.145.130
Electronic Record and Signature Disclosure:

Accepted: 3/24/2021 1:04:58 PM
ID: e659b85c-493c-4479-8ff8-3a0e48e5701d
Signer Events Signature Timestamp
Sharon Kay Ranals - DocuSigned by: Sent: 10/18/2023 3:38:56 PM [email protected] Sharon kay Ranals Viewed: 10/18/2023 3:40:38 PM City Manager - 8A40B2F441FD4BA
Signed: 10/18/2023 3:40:54 PM
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 199.181.122.2
Electronic Record and Signature Disclosure:

Accepted: 10/18/2023 3:40:38 PM
ID: 5db15af8-a40a-4393-b771-28c9e06d1db5
Rosa Govea Acosta - DocuSigned by: Sent: 10/18/2023 3:40:57 PM [email protected] Rosa Gova Acosta Viewed: 10/19/2023 2:09:46 PM City Clerk - 5908815F63F418...

Signed: 10/19/2023 2:09:57 PM
City of South San Francisco
Signing Group: City Clerk
Security Level: Email, Account Authentication
Signature Adoption: Pre-selected Style
Using IP Address: 199.181.122.2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Tami Strauss Sent: 10/19/2023 2:10:00 PM
[email protected] COPIED Viewed: 10/19/2023 2:48:31 PM Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Danielle M. Thoe Sent: 10/19/2023 2:10:01 PM
[email protected] COPIED
Housing Mananger
City of South San Francisco
Security Level: Email, Account Authentication
(None)
ectronic Record and Signature Disclosur
ot Offered via DocuSic
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/18/2023 9:33:19 AM
Certified Delivered Security Checked 10/19/20232:09:46 PM Envelope Summary Events Status Timestamps
Signing Complete Security Checked 10/19/2023 2:09:57 PM Completed Security Checked 10/19/2023 2:10:01 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 6/4/2019 3:56:20 PM Parties agreed to: Andrea Osgood, Sky Woodruff, Sharon Kay Ranals

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of South San Francisco (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this intormation electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Carahsoft OBO City of South San Francisco:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of South San Francisco of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Carahsoft OBO City of South San Francisco To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Carahsoft OBO City of South San Francisco To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; il. send us an email to tony.barrera @ssf.net and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

By selecting the check-box next to 'I agree to use electronic records and signatures, you confirm • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
• Until or unless you notify Carahsoft OBO City of South San Francisco as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of South San Francisco during the course of your relationship with Carahsoft OBO City of South San Francisco.