Common use of Cooperative Drafting Clause in Contracts

Cooperative Drafting. This Lease has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease reviewed and revised by legal counsel. No party shall be considered the drafter of this Lease, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this Lease. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO UNLESS AND UNTIL CITY’S BOARD OF SUPERVISORS SHALL HAVE DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AND AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE SHALL BE NULL AND VOID UNLESS CITY’S MAYOR AND BOARD OF SUPERVISORS APPROVE THIS LEASE, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ADOPTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [NOTE: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL (I.E., TERM OF LESS THAN ONE (1) MONTH, OR YEAR-TO-YEAR TERM

Cooperative Drafting. This Lease has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease reviewed and revised by legal counsel. No party shall be considered the drafter of this Lease, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this Lease. [No further text this page.] NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO UNLESS AND UNTIL CITY’S BOARD OF SUPERVISORS AND MAYOR SHALL HAVE DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AND AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE SHALL BE NULL AND VOID UNLESS CITY’S MAYOR AND BOARD OF SUPERVISORS APPROVE AND MAYOR APPROVES THIS LEASE, IN THEIR RESPECTIVE ITS SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL NEED LANGUAGE COUPLING EFFECTIVENESS OF THIS LEASE BY ANY DEPARTMENTTO AN ACCOMPANYING LEASE FOR HSS BEING AT ALL TIMES IN FULL FORCE AND EFFECT Landlord and City have executed this Lease as of the date first written above. LANDLORD: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LP, COMMISSION OR AGENCY a California Limited Partnership By: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC, General Partner By: Trinity Management Services, Managing Agent By: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Its: President CITY: CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation By: ▇▇▇▇ ▇▇▇▇▇▇ Director of Property APPROVED AS TO FORM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, City Attorney By: Deputy City Attorney [Date] ▇▇▇▇ ▇▇▇▇▇▇ Director of Property Real Estate Division City and County of San Francisco ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 400 San Francisco, CA 94102 RE: Acknowledgement of Commencement Date, Lease between ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LP, a California Limited Partnership (Landlord), and the CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ADOPTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITYAND COUNTY OF SAN FRANCISCO (Tenant), for premises known as ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ located at San Francisco, California Dear ▇▇. [NOTE▇▇▇▇▇▇: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL This letter will confirm that for all purposes of the Lease, the Commencement Date (I.E.as defined in Section 3.2 of the Lease) is , TERM OF LESS THAN ONE 201_. Please acknowledge your acceptance of this letter by signing and returning a copy of this letter. Accepted and Agreed: By: ▇▇▇▇ ▇▇▇▇▇▇ Director of Property Dated: By: Title: 1. Costs of capital improvements and equipment, except for those (i) required by laws enacted on or after the date of the Lease amortized over the useful life of the improvement and/or equipment, together with interest at the actual interest rate incurred by Landlord in connection with such capital improvements, or (ii) acquired to cause, in Landlord’s good faith judgment, an immediate (i.e., commencing within the first year after completion of such improvements or installation of such equipment) reduction in other Operating Costs, amortized over the useful life of such improvements at an annual rate reasonably calculated to equal the amount of Operating Costs to be saved in each calendar year throughout the Term (as determined at the time Landlord elected to proceed with the capital improvement or acquisition of the capital equipment to reduce operating expenses), together with interest at the actual interest rate incurred by Landlord; 2. Rentals and other related expenses for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased rather than rented, would constitute a capital improvement which is specifically excluded in item 1 above (excluding, however, equipment not affixed to the Building which is used in providing janitorial or similar services); 3. Costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is reimbursed by insurance proceeds (excluding any deductible) and costs occasioned by the exercise of the right of eminent domain; 4. Costs, including, without limitation, permit, license and inspection costs, incurred with respect to the installation of improvements made for other tenants or occupants of the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for other tenants or occupants in the Building; 5. Depreciation, amortization and interest payments, except to the extent provided herein pursuant to items 1(i) and 1(ii) above and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied (as applied to commercial real estate), and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life (as reasonably determined by Landlord); 6. Leasing commissions, attorneys’ and other professionals’ fees, space planning costs and all other costs and expenses in connection with negotiations with present or prospective tenants or other occupants of other portions of the Building or any present or future ground lessors or holders of any mortgages or other encumbrances affecting any of the Building or the defense of Landlord’s title to the Building or the real property on which it is located; 7. Expenses in connection with services or other benefits which are not offered to City or for which City is charged directly but which are provided to another tenant or occupant of the Building; 8. Costs incurred by Landlord due to violation by Landlord or any other tenant or occupant of the Building of applicable laws, rules or regulations, the terms and conditions of any lease, ground lease, mortgage or deed of trust, or other covenants, conditions or restrictions encumbering the Building or the real property on which it is located; 9. Overhead and profit increments paid to Landlord or to subsidiaries or affiliates of Landlord, or to any party as a result of a non-competitive selection process, for management, or other services, supplies or materials, to the extent the same exceed the costs of such goods and/or services rendered by unaffiliated third parties on a competitive, arms-length basis; 10. Any ground lease rental or rental under any other underlying leases; 11. Except as specifically permitted by items 1(i) and 1(ii) above, interest, principal, points and fees on debts or amortization on any mortgage, deed of trust or any other debt instrument encumbering any of the Building or the real property on which it is located; 12. Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage in the Building; 13. All items and services for which City or any other tenant or occupant of the Building separately reimburses Landlord (other than through such tenant’s or occupant’s proportionate share of operating expenses), or which Landlord provides selectively to one or more other tenants or occupants without reimbursement, or which are not provided in reasonable proportion to the space leased by City but which Landlord provides to another tenant or other occupant of the Building; 14. Advertising or promotional expenditures, and the costs of acquiring and installing signs in or on any of the Building identifying the owner of the Building or any other tenant or occupant of the Building; 15. Electric power costs for which any tenant or occupant directly contracts with the local public service company (provided that the charge for such services shall be computed for purposes of the gross-up provision of the Lease (i.e., expenses to be grossed up to reflect full occupancy of the Building) to reflect an average charge for power costs); 16. Services provided, taxes attributable to, and costs incurred in connection with the operation of retail, restaurant and garage operations in the Building; 17. Costs incurred in connection with upgrading the Building to comply with , the San Francisco Sprinkler Ordinance and the San Francisco Unreinforced Masonry Building Ordinance; 18. Tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments when due; 19. Landlord’s charitable or political contributions; 20. Capital costs for sculpture, paintings or other objects of art; 21. Costs (including, without limitation, all attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes, including, without limitation, tax disputes where the tenants of the Building would receive benefits if Landlord prevails) in connection with potential or actual claims, litigation or arbitrations pertaining to Landlord or the Building; 22. All direct cost of refinancing, selling, exchanging or otherwise transferring ownership of the Building or the real property on which it is located or any interest therein or portion thereof, including broker commissions, attorney’s fees and closing costs; 23. Reserves for bad debts, rent loss, capital items or further Operating Costs; 24. Landlord’s general corporate overhead and general and administrative expenses not related to the operation or management of the Building; and 25. Any other expense that under customary real estate management accounting practices would not be considered a maintenance or operating expense. 1. Except as provided, required or permitted by Landlord in accordance with the Building standards, no sign, placard, picture, advertisement, name or notice shall be inscribed, displayed, painted or affixed by Tenant on or to any part of the Building or exterior of the Premises leased to tenants or to the doors or door thereof without the written consent of Landlord (which may be withheld in Landlord’s sole discretion) MONTHfirst obtained as to all matters pertaining thereto, OR YEARincluding without limitation dimensions, material, content, location and design, and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. In no event whatsoever shall Tenant install any signage on any exterior or interior door of the Premises; if Tenant shall nonetheless do so, Tenant shall replace or, at Landlord’s option, pay Landlord for the replacement of each door on which any signage has been installed. 2. Except as provided, required or permitted by Landlord in accordance with Building standards, no draperies, curtains, blinds, shades, screens or other devices shall be hung at or used in connection with any window or exterior door or doors of the Premises. 3. The bulletin board or directory of the Building, if any, shall be used primarily for display of the name and location of tenants and Landlord reserves the right to exclude any other names therefrom, to limit the number of names associated with tenants to be placed thereon and to charge for names associated with tenants to be placed thereon at rates applicable to all tenants. Without additional cost, Landlord shall provide one listing on the Building directory in Building standard format pursuant to this Lease. 4. The sidewalks, doorways, vestibules, halls, passages, exits, entrances, elevators and stairways of the Building shall not be obstructed by Tenant or used by it for any purpose other than for ingress to and egress from the Premises. Landlord in all cases reserves the right to control the halls, passages, exits, entrances, elevators, stairways and balconies of the Building and prevent access thereto by all persons whose presence, in the judgment of Landlord, is or may be prejudicial to the safety, character, reputation or interests of the Building and its tenants. No person shall go upon the roof of the Building unless expressly so authorized by Landlord. 5. Tenant shall not alter any lock nor install any new or additional locks or any bolts on any interior or exterior door of the Premises, except for interior locks which (i) do not interfere with the security system of the Building, if any, (ii) have been approved by Landlord and a key thereof has been provided to Landlord, and (iii) comply with all fire and other governmental requirements. Tenant shall be responsible for the cost of restoring any locks, and the repair of any damage to doors and the like associated with restoring the doors and locks, upon expiration or earlier termination of this Lease. 6. The doors, windows, light fixtures and any lights or skylights that reflect or admit light into the halls or other places of the Building shall not be covered or obstructed. The toilet rooms, toilets, urinals, wash bowls and other plumbing facilities shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown or placed therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant if it or its employees or invitees caused such expense. 7. Tenant shall not ▇▇▇▇, drive nails, screw or drill into the walls, woodwork or plaster of or in any way deface the Building or the Premises, except that within the Premises Tenant may affix to non-TO-YEAR TERMsupporting partitions pictures, paintings, whiteboards, bulletin boards, shelving and other similar items. 8. General deliveries of furniture, freight, equipment or merchandise of every kind shall be moved into or out of the Building only at such times during regular business hours and in such manner as Landlord shall reasonably designate. Delivery of significant amounts of furniture, freight, equipment or merchandise shall be moved into or out of the Building only at such times and in such manner as Landlord shall reasonably designate. Tenant shall be responsible for all damage to common areas caused by its vendors, movers, and deliveries. Landlord may prescribe and limit the hours of access to, and appropriate uses of the freight elevator, and the weight, size and position of all equipment to be carried in the elevator or used by Tenant in the Premises. Tenant shall not cause or permit the use of any elevator for the transporting of furniture, freight, equipment or merchandise other than the designated freight elevator(s) and only then if proper protection is used to prevent damage to interior surfaces of the elevator. Tenant shall not place a load on any floor exceeding the floor load per square foot which such floor was designed to carry. Tenant shall not install, operate or maintain any heavy item or equipment in the Premises, except in such manner as to achieve a proper distribution of weight. All damage to the Building or the Premises caused by moving or maintaining any property of Tenant shall be repaired at the expense of Tenant. 9. Tenant shall not employ any person, other than the janitor provided by Landlord, for the purpose of cleaning the Premises unless otherwise agreed to by Landlord. Except with the written consent of Landlord, no person shall be permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for loss of property on the Premises, however occurring, or for any damage to the property of Tenant caused by the employees or independent contractors of Landlord or by any other person. Except as otherwise set forth in this Lease, including Exhibit E attached hereto, janitor service shall not include shampooing of carpets or rugs, moving of furniture or other special services; janitor service will not be furnished when rooms are occupied during the regular hours when the janitor service is provided; and window cleaning shall be done only at the regular and customary times determined by Landlord for such services. 10. Tenant shall not sweep or throw or permit to be swept or thrown any dirt or other substance into any of the corridors, halls or elevators or out of the doors or stairways of the Building; use or keep or permit to be used or kept any foul or noxious gas or substance; permit or suffer the Premise

Cooperative Drafting. This Lease has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease reviewed and revised by legal counsel. No party shall be considered the drafter of this Lease, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this Lease. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO UNLESS AND UNTIL CITY’S BOARD OF SUPERVISORS SHALL HAVE DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AND AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE SHALL BE NULL AND VOID UNLESS CITY’S MAYOR AND BOARD OF SUPERVISORS APPROVE THIS LEASE, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ADOPTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [NOTE: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL (I.E., TERM OF LESS THAN ONE (1) MONTH, OR YEAR-TO-YEAR TERMTHIS

Cooperative Drafting. This Lease Agreement has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease Agreement reviewed and revised by legal counsel. No party shall will be considered the drafter of this LeaseAgreement, and no presumption or rule that an ambiguity shall will be construed against the party drafting the clause shall will apply to the interpretation or enforcement of this LeaseAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASEAGREEMENT, LANDLORD SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO TO THIS AGREEMENT UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY’S 'S BOARD OF SUPERVISORS SHALL WILL HAVE BEEN DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AGREEMENT AND AUTHORIZING CONSUMMATION OF THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION THE DUE ENACTMENT OF SUCH A RESOLUTIONLEGISLATION, AND THIS LEASE SHALL AGREEMENT WILL BE NULL AND VOID UNLESS IF CITY’S MAYOR AND 'S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS LEASEAGREEMENT, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS LEASE AGREEMENT BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL WILL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION LEGISLATION WILL BE ADOPTED ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [NOTEThe parties have duly executed this Agreement as of the respective dates written below. SELLER: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR JAMNA INVESTMENTS, LLC, a California limited liability company By: Its: By: Its: Date: 8/25/2021 CITY: CITY AND COUNTY OF PROPERTY HAS AUTHORITY SAN FRANCISCO, a municipal corporation By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Director of Property Date: 8/30/2021 APPROVED AS TO ENTER INTO LEASE WITHOUT BOARD APPROVAL FORM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, City Attorney By: ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Deputy City Attorney All that certain real property located in the County of San Francisco, State of California, described as follows: PARCEL ONE: Lot 4, in Block 23, as said lot and block are delineated upon that certain Map entitled 'West End Map No. 2”, recorded May 01, 1863, in Map Book 2 "A" and "B" of Maps, at page 47 in the office of the Recorder of the City and County of San Francisco, State of California. PARCEL TWO: Lot 5, in Block 23, “West End Map No. 2”, according to Map filed May 01, 1863 and recorded in Map Book 2 "A" and "B" of Maps, at page 47, in the office of the Recorder of the City and County of San Francisco, State of California. PARCEL THREE: Commencing at the point of intersection of the Northwesterly line of Mission Street with the Northeasterly line of Lot 6, in Block 23, as said lot and block are shown on the map hereinafter referred to; running thence Northwesterly along said Northeasterly line of Lot 6, 96 feet and 8-3/4 inches to a point distant thereon 31 feet and 3-1/4 inches Southeasterly from the Southeasterly line of ▇▇▇▇▇▇▇▇▇ Avenue; thence at a right angle Southwesterly 25 feet and 11 inches, more or less, to the Northeasterly line of the land described in Deed of Trust executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, et al, recorded in Book 125 of Deeds, at page 26, in the office of the Recorder of the City and County of San Francisco, State of California, on December 02, 1907; thence at a right angle Southeasterly 96.00 feet, more or less, to the Northwesterly line of Mission Street; and thence Northeasterly along said line of Mission Street 26 feet and 6 inches, more or less, to the point of commencement. Being a portion of Lot 6, in Block 23, as said lot and block are delineated and so designated upon that certain map entitled, 'West End Map No.2”, recorded May 01, 1863, in Map Book 2 “A” and "B" of Maps, at page 47, in the office of the Recorder of the City and County of San Francisco, State of California. Assessors Lot/Block: Lot: 012 Block: 7098 APN: Block 7098 Lot 012 1 Lorex Security Camera System. 2 Commercial Washing Machines 1 Ice machine 2 Commercial Dryers 1 Commercial Refrigerator 50 Televisions 50 Mini Refrigerators 25 Microwaves 21 Queen Headboards 4 King Headboards 16 Round Tables 32 Chairs 16 TV Chests 130 Bath Towels 160 Hand Towels 200 Wash Cloths 150 Bath Mats 250 Pillows 120 Queen Size Sheets 60 Queen Size Blankets 60 Queen Size Bed Toppers 50 King Size Sheets 25 King Size Blankets RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Director of Property Real Estate Division City and County of San Francisco ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 400 San Francisco, California 94102 The undersigned declares this instrument to be exempt from Recording Fees (I.E.CA Govt. Code § 27383) and Documentary Transfer Tax (S.F. Bus. & Tax Reg. Code § 1105) (Assessor's Parcel No. ) FOR VALUABLE CONSIDERATION, TERM receipt of which is hereby acknowledged, JAMNA INVESTMENTS, LLC, a California limited liability company, hereby grants to the CITY AND COUNTY OF LESS THAN ONE SAN FRANCISCO, a municipal corporation, the real property located in the City and County of San Francisco, State of California, described on the attached Exhibit A which is made a part hereof (1the “Property”). TOGETHER WITH any and all rights, privileges and easements incidental or appurtenant to the Property, including, without limitation, any and all minerals, oil, gas and other hydrocarbon substances on and under the Property, as well as any and all development rights, air rights, water, water rights, riparian rights and water stock relating to the Property, and any and all easements, rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the land and all of Grantor's right, title and interest in and to any and all roads and alleys adjoining or servicing the Property. Executed as of , 20 . JAMNA INVESTMENTS, LLC, a California limited liability company By: Its: By: Its: State of California ) MONTH) ss County of San Francisco ) On , OR YEAR-TO-YEAR TERMbefore me, , a notary public in and for said State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal)

Cooperative Drafting. This Lease ▇▇▇▇▇ has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease reviewed and revised by legal counsel. No party shall be considered the drafter of this Lease, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this Lease. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY TENANT HAS AUTHORITY TO COMMIT CITY TENANT HERETO UNLESS AND UNTIL CITYTENANT’S BOARD OF SUPERVISORS MUNICIPAL TRANSPORTATION AGENCY SHALL HAVE DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AND AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY TENANT HEREUNDER ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE SHALL BE NULL AND VOID UNLESS CITYTENANT’S MAYOR AND BOARD OF SUPERVISORS APPROVE MUNICIPAL TRANSPORTATION AGENCY APPROVES THIS LEASE, IN THEIR RESPECTIVE ITS SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY TENANT SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ADOPTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITYTENANT. [NOTE///////////////////SIGNATURE PAGE TO FOLLOW/////////////////////// ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have executed this Lease as of the date first written above. LANDLORD: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR TENANT: SAN FRANCISCO MUNICIPAL TRANSPORTATION AGENCY ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director of Transportation AUTHORIZED BY: MUNICIPAL TRANSPORTATION AGENCY BOARD OF PROPERTY HAS AUTHORITY DIRECTORS Resolution No.: Adopted: Attest: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Secretary APPROVED AS TO ENTER INTO LEASE WITHOUT BOARD APPROVAL FORM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, City Attorney By: _ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Deputy City Attorney Date: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Real Estate Development Manager, Strategic Real Estate San Francisco Municipal Transportation Agency ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 8th Floor San Francisco, California 94103 RE: Acknowledgement of Commencement Date, Lease Between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustees of the ▇▇▇▇▇▇ Trust UDT dated October 3, 2003, and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (I.E.Landlord), TERM and the CITY AND COUNTY OF LESS THAN ONE SAN ▇▇▇▇▇▇▇▇▇ (Tenant), for premises located at ▇▇▇ ▇▇▇▇▇▇, San Francisco, California. Dear ▇▇. ▇▇▇▇▇▇▇▇: This letter will confirm that for all purposes of the Lease The Commencement Date of the Lease is , and the Expiration Date of the Lease is . The schedule of Base Rent payable during the Initial Term is as follows: / / through / / $56,000.00 per month / / through / / $57,680.00 per month / / through / / $59,410.40 per month / / through / / $61,192.71 per month / / through / / $63,027.49 per month Please acknowledges your acceptance of this letter by signing and returning a copy of this letter. By: Title: Accepted and Agreed: By: _ Real Estate Development Manager, Strategic Real Estate Dated: _ 1. Costs of capital repairs, capital improvements and equipment, except for those (i) MONTHrequired by laws enacted on or after the date of the Lease amortized over the useful life of the improvement and/or equipment, OR YEARtogether with interest at the actual interest rate incurred by Landlord in connection with such capital improvements, or (ii) acquired to cause, in Landlord’s good faith judgment, an immediate (i.e., commencing within the first year after completion of such repairs or improvements or installation of such equipment) reduction in other Operating Costs, amortized over the useful life of such improvements at an annual rate reasonably calculated to equal the amount of Operating Costs to be saved in each calendar year throughout the Term (as determined at the time Landlord elected to proceed with the capital improvement or acquisition of the capital equipment to reduce operating expenses), together with interest at the actual interest rate incurred by Landlord; 2. Rentals and other related expenses for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased rather than rented, would constitute a capital improvement which is specifically excluded in item 1 above (excluding, however, equipment not affixed to the Building which is used in providing janitorial or similar services); 3. Costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is reimbursed by insurance proceeds (excluding any deductible) and costs occasioned by the exercise of the right of eminent domain; 4. Costs, including, without limitation, permit, license and inspection costs, incurred with respect to the installation of improvements made for other tenants or occupants of the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for other tenants or occupants in the Building; 5. Depreciation, amortization and interest payments, except to the extent provided herein pursuant to items 1(i) and 1(ii) above and except on materials, tools, supplies and vendor-TOtype equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied (as applied to commercial real estate), and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life (as reasonably determined by Landlord); 6. Leasing commissions, attorneys’ and other professionals’ fees, space planning costs and all other costs and expenses in connection with negotiations with present or prospective tenants or other occupants in the Building or any present or future ground lessors or holders of any mortgages or other encumbrances affecting any of the Building or the defense of Landlord’s title to the Building or the real property on which it is located; 7. Expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged directly but which are provided to another tenant or occupant of the Building; 8. Costs incurred by Landlord due to violation by Landlord or any other tenant or occupant of the Building of Applicable Laws, rules or regulations, the terms and conditions of any lease, ground lease, mortgage or deed of trust, or other covenants, conditions or restrictions encumbering the Building or the real property on which it is located; 9. Overhead and profit increments paid to Landlord or to subsidiaries or affiliates of Landlord, or to any party as a result of a non-YEAR TERMcompetitive selection process, for management, or other services, supplies or materials, to the extent the same exceed the costs of such goods and/or services rendered by unaffiliated third parties on a competitive, arms-length basis; 10. Any ground lease rental or rental under any other underlying leases; 11. Except as specifically permitted by items 1(i) and 1(ii) above, interest, principal, points and fees on debts or amortization on any mortgage, deed of trust or any other debt instrument encumbering any of the Building or the real property on which it is located; 12. Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage in the Building; 13. All items and services for which Tenant or any other tenant or occupant of the Building separately reimburses Landlord (other than through such tenant’s or occupant’s proportionate share of operating expenses), or which Landlord provides selectively to one or more other tenants or occupants without reimbursement, or which are not provided in reasonable proportion to the space leased by ▇▇▇▇▇▇ but which Landlord provides to another tenant or other occupant of the Building; 14. Advertising or promotional expenditures, and the costs of acquiring and installing signs in or on any of the Building identifying the owner of the Building or any other tenant or occupant of the Building; 15. Electric power costs for which any tenant or occupant directly contracts with the local public service company (provided that the charge for such services shall be computed for purposes of the gross-up provision of the Lease (i.e., expenses to be grossed up to reflect full occupancy of the Building) to reflect an average charge for power costs); 16. Services provided, taxes attributable to, and costs incurred in connection with the operation of retail, restaurant and garage operations in the Building; 17. Costs incurred in connection with upgrading the Building to comply with disabled access, life, fire and safety codes in effect prior to the date of the Lease, and costs incurred in connection with upgrading the Building to comply with the Americans with Disabilities Act of 1990 and Title 24 of the California Code of Regulations (or its successor), the San Francisco Sprinkler Ordinance and the San Francisco Unreinforced Masonry Building Ordinance; 18. Tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments when due; 19. Costs arising from the presence of Hazardous Material in or about the Building including, without limitation, groundwater or soil conditions, except if such Hazardous Material is brought onto the Building by Tenant in violation of Applicable Laws; 20. Landlord’s charitable or political contributions; 21. To the extent the following costs arise during any applicable warranty periods, costs as a result of repairs of latent defects in the Building core and shell or improvements installed by Landlord or in the Building Systems, and any costs incurred by Landlord in the event any portion of the Building is made untenantable by fire or other casualty required to be insured against pursuant to the terms of the Lease; 22. Capital costs for sculpture, paintings or other objects of art; 23. Costs (including, without limitation, all attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes, including, without limitation, tax disputes where the tenants of the Building would receive benefits if Landlord prevails) in connection with potential or actual claims, litigation or arbitrations pertaining to Landlord or the Building; 24. All direct cost of refinancing, selling, exchanging or otherwise transferring ownership of the Building or the real property on which it is located or any interest therein or portion thereof, including broker commissions, attorney’s fees and closing costs; 25. Reserves for bad debts, rent loss, capital items or further Operating Costs; 26. ▇▇▇▇▇▇▇▇’s general corporate overhead and general and administrative expenses not related to the operation or management of the Building; and Any other expense that under generally accepted accounting principles would not be considered a maintenance or operating expense.

Cooperative Drafting. This Lease Agreement has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease Agreement reviewed and revised by legal counsel. No party shall be considered the drafter of this LeaseAgreement, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this LeaseAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASEAGREEMENT, LANDLORD SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO TO THIS AGREEMENT UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY’S 'S BOARD OF SUPERVISORS SHALL HAVE BEEN DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AGREEMENT AND AUTHORIZING CONSUMMATION OF THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION THE DUE ENACTMENT OF SUCH A RESOLUTIONLEGISLATION, AND THIS LEASE AGREEMENT SHALL BE NULL AND VOID UNLESS IF CITY’S MAYOR AND 'S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS LEASEAGREEMENT, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION LEGISLATION WILL BE ADOPTED ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [NOTE: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL (I.E., TERM OF LESS THAN ONE (1) MONTH, OR YEAR-TO-YEAR TERMThe parties have duly executed this Agreement as of the respective dates written below.

Cooperative Drafting. This Lease Agreement has been drafted through a cooperative effort of both all parties, and both all parties have had an opportunity to have the Lease Agreement reviewed and revised by legal counsel. No party shall be considered the drafter of this LeaseAgreement, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this LeaseAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASEAGREEMENT, LANDLORD SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO TO THIS AGREEMENT UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY’S 'S BOARD OF SUPERVISORS SHALL HAVE BEEN DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AGREEMENT AND AUTHORIZING CONSUMMATION OF THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION THE DUE ENACTMENT OF SUCH A RESOLUTIONLEGISLATION, AND THIS LEASE AGREEMENT SHALL BE NULL AND VOID UNLESS IF CITY’S MAYOR AND 'S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS LEASEAGREEMENT, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION LEGISLATION WILL BE ADOPTED ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [NOTEThe parties have duly executed this Agreement as of the respective dates written below. SELLER: DELETE THIS PARAGRAPH ONLY IN 2558 MISSION LLC a California limited liability company By: Van ▇▇▇▇ ▇▇▇▇ Corp., a California corporation Its Managing Member By:_ ▇▇▇▇ ▇▇▇▇▇ President CITY: CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation By: ▇▇▇▇ ▇▇▇▇▇▇ Director of Property Date: APPROVED AS TO FORM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, City Attorney By: ▇▇▇▇ ▇. ▇▇▇▇▇ Deputy City Attorney Title Company agrees to act as escrow holder in accordance with the terms of this Agreement and to execute the Designation Agreement (attached hereto as Exhibit J) and act as the Reporting Person (as such term is defined in the Designation Agreement). Title Company's failure to execute below shall not invalidate the Agreement between City, Seller and Developer. TITLE COMPANY: FIRST AMERICAN TITLE INSURANCE COMPANY By: Its: Date: All that certain real property located in the County of San Francisco, State of California, described as follows: Parcel A, Assessor’s Block ▇▇. ▇▇▇▇, ▇▇▇ ▇▇. ▇▇ as shown on Parcel Map No. 7207, filed April 25, 2013 in Book 48 of Parcel Maps, at Pages 130 & 131, in the Office of the Recorder of the City and County of San Francisco, State of California, and more particularly described as follows: Beginning at a point on the westerly line of ▇▇▇▇▇▇▇▇ Street (59.09 feet wide), distant thereon North 04°15'00" West, 30.02 feet from the intersection of the southerly line of ▇▇▇▇▇ ▇▇▇▇▇▇ Street (100.00 feet wide) and the westerly line of ▇▇▇▇▇▇▇▇ Street (59.09 feet wide); thence North 84°25'49" West, 101.36 feet; thence 04°15'00" West, 25.74 feet; thence North 14°49'38" East, 107.24 feet; thence North 88°41'39" East, 64.91 feet to the westerly line of ▇▇▇▇▇▇▇▇ Street; thence along said westerly line South 04°15'00" East, 141.04 feet to the Point of Beginning. Being a portion of Mission Block No. 200. Containing 11,672.2 sq. ft. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Director of Property Real Estate Division City and County of San Francisco ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 400 San Francisco, California 94102 The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105) (Space above this line reserved for Recorder’s use only) (Assessor's Parcel No. ) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, TRUSTEES OF THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR ▇▇▇▇▇▇ TRUST UDT DATED OCTOBER 3, 2003, hereby grant to the CITY AND COUNTY OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL SAN FRANCISCO, a municipal corporation, the real property located in the City and County of San Francisco, State of California, described on Exhibit A attached hereto and made a part hereof (I.E.the "Property"). TOGETHER WITH any and all rights, TERM privileges and easements incidental or appurtenant to the Property, including, without limitation, any and all minerals, oil, gas and other hydrocarbon substances on and under the Property, as well as any and all development rights, air rights, water, water rights, riparian rights and water stock relating to the Property, and any and all easements, rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and all of Grantor's right, title and interest in and to any and all roads and alleys adjoining or servicing the Property. Executed as of this day of _, 2013. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ Trust UDT dated October, 03,2003 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ Trust UDT dated October 03, 2003 State of California ) ) ss County of San Francisco ) On , before me, , a notary public in and for said State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF LESS THAN ONE PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (1) MONTH, OR YEAR-TO-YEAR TERMSeal)

Cooperative Drafting. This Lease Agreement has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease Agreement reviewed and revised by legal counsel. No party shall be considered the drafter of this LeaseAgreement, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this LeaseAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASEAGREEMENT, LANDLORD SELLER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY HERETO TO THIS AGREEMENT UNLESS AND UNTIL APPROPRIATE LEGISLATION OF CITY’S 'S BOARD OF SUPERVISORS SHALL HAVE BEEN DULY ADOPTED A RESOLUTION [OR ENACTED AN ORDINANCE] APPROVING THIS LEASE AGREEMENT AND AUTHORIZING CONSUMMATION OF THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON ADOPTION THE DUE ENACTMENT OF SUCH A RESOLUTIONLEGISLATION, AND THIS LEASE AGREEMENT SHALL BE NULL AND VOID UNLESS IF CITY’S MAYOR AND 'S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS LEASEAGREEMENT, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION LEGISLATION WILL BE ADOPTED ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [NOTEThe parties have duly executed this Agreement as of the respective dates written below. By: DELETE THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR Its: By: Its: Date: By: ▇▇▇▇ ▇▇▇▇▇▇ Date: APPROVED AS TO FORM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, City Attorney By: Deputy City Attorney Title Company agrees to act as escrow holder in accordance with the terms of this Agreement and to execute the Designation Agreement (attached hereto as Exhibit F) and act as the Reporting Person (as such term is defined in the Designation Agreement). Title Company's failure to execute below shall not invalidate the Agreement between City and Seller. By: Its: Date: All that certain real property located in the County of San Francisco, State of California, described as follows: APN’s: Lots 014, 015, 016, 017 in Block 6237 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Director of Property Real Estate Division City and County of San Francisco ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 400 San Francisco, California 94102 The undersigned hereby declares this instrument to be exempt from Recording Fees (CA Govt. Code § 27383) and Documentary Transfer Tax (CA Rev. & Tax Code § 11922 and S.F. Bus. & Tax Reg. Code § 1105) (Space above this line reserved for Recorder’s use only) (66 ▇▇▇▇▇▇▇, Assessor's Parcel No. , Block 0237, Lot 014, 015, 016 and 017) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BRIDGEWAY VISTA II, LP, a limited partnership, hereby grants to the CITY AND COUNTY OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL SAN FRANCISCO, a municipal corporation, the real property located in the City and County of San Francisco, State of California, described on Exhibit A attached hereto and made a part hereof (I.E.the "Property"). TOGETHER WITH any and buildings and improvements, TERM and all rights, privileges and easements incidental or appurtenant to the Property, including, without limitation, any and all minerals, oil, gas and other hydrocarbon substances on and under the Property, as well as any and all development rights, air rights, water, water rights, riparian rights and water stock relating to the Property, and any and all easements, rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and all of Grantor's right, title and interest in and to any and all roads and alleys adjoining or servicing the Property. Executed as of this day of _, 2014. BRIDGEWAY VISTA II, LP, a limited partnership , NAME By: Its: , NAME By: Its: State of California ) ) ss County of San Francisco ) On , before me, , a notary public in and for said State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF LESS THAN ONE PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (1) MONTH, OR YEAR-TO-YEAR TERMSeal)

Cooperative Drafting. This Lease Agreement has been drafted through a cooperative effort of both parties, and both parties have had an opportunity to have the Lease Agreement reviewed and revised by legal counsel. No party shall be considered the drafter of this LeaseAgreement, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this LeaseAgreement. NOTWITHSTANDING ANYTHING ANYTHIN G TO THE CONTRARY CONTRAR Y CONTAINED IN THIS LEASEAGREEMENT , LANDLORD ACKNOWLEDGES AND ▇▇▇▇▇▇ Y ACKNOWLEDGE S AN D AGREES THAT NO OFFICER OR EMPLOYEE EMPLOYE E OF CITY HAS AUTHORITY TO COMMIT CITY HERETO TO THIS AGREEMENT UNLESS AND AN D UNTIL A RESOLUTION OR ORDINANCE OF CITY’S ' S BOARD OF SUPERVISORS SHALL HAVE DULY ADOPTED A RESOLUTION [OR SHAL L HAV E BEE N DUL Y ENACTED AN ORDINANCE] APPROVING THIS LEASE AND AN D AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THEREFORE, ANY AN Y OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE AR E CONTINGENT UPON ADOPTION THE DUE ENACTMEN T OF SUCH A RESOLUTIONRESOLUTION OR ORDINANCE, AND AN D THIS LEASE SHALL AGREEMENT SHAL L BE NULL AND NUL L AN D VOID UNLESS IF CITY’S MAYOR AND ' S BOARD OF SUPERVISORS AN D MAYO R DO NOT APPROVE THIS LEASE, IN AGREEMENT TN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL APPROVA L OF THIS LEASE BY ANY THE TRANSACTIONS CONTEMPLATED HEREBY B Y AN Y DEPARTMENT, COMMISSION OR AGENCY AGENC Y OF CITY SHALL SHAL L NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION OR ORDINANCE WILL BE ADOPTED ENACTED NOR WILL ANY AN Y SUCH APPROVAL APPROVA L CREATE ANY AN Y BINDING OBLIGATIONS ON CITY. [NOTEThe parties have duly executed this Agreement as of the respective dates written below. CITY: DELETE MCHENRY : CITY AN D COUNTY OF JWG ▇▇▇▇▇▇▇ , LLC , a California limited SA N FRANCISCO, a municipal corporation By: ▇▇▇▇ ▇▇▇▇▇▇ Director of Property Date: Date: APPROVED AS TO FORM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, City Attorney By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Deputy City Attorney EXHIBIT "A " LEGAL DESCRIPTION DATE- ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ SCHEDUL E 1 PROPERT Y DISCLOSURES Pursuant to Section 4.2 of the Agreement for Sale of Real Estate, to which this Schedule is attached, City discloses the following information concerning the Property: • There are three (3) large diameter pipelines buried in the soil; the top of pipe is approximately four (4) feet deep. The pipes transport water for the needs of 2.5 million people in the San Francisco Bay Area. • These three Hetch Hetchy San ▇▇▇▇▇▇▇ Pipeline (SJPL) pipes have had their coatings partially reconditioned in the area of the Property. Reconditioned pipe is coated with 376. • installed in approximately is a 56-inch diameter steel pipe with riveted steel joints coated with bitumen paper wrapped. • SJPL2, installed in approximately 1956, is a 62-inch diameter steel pipe coated with cement mortar • SJPL3, installed in approximately 1965, is a 78-inch diameter steel pipe coated with coal tar paper covering with asbestos filler as a binding agent. • Additional pipelines may be installed, including a future #4, 78 inches in diameter. The exact dates depend on Hetch Hetchy needs and funding. • The combined capacity of the three existing SJPL pipes is 420 million gallons of water per day. • The pressure in the pipes is up to 200 psi. • pH of the water in the pipes varies from 6.7 to pH. • Cathodic protection insulated copper wire test leads are attached to the pipes. • DC electric current on the order of 30 Volts DC may one day be induced on the pipes. • The soil in that area is 100% disturbed down to feet beneath the surface due construction activity. • The soil was filled and compacted to approximately 90%. • The fill under the pipes is controlled low strength cement material on the order of 300 psi. • There are Hetch Hetchy high voltage electrical transmission lines overhead; the existing north lines are 230kV and the existing south lines are 130kV. O F EASEMEN T AGREEMEN T and When Recorded Mail To: (Space Above For Recorder's Use) SAN FRANCISCO PUBLIC UTILITIES COMMISSION EASEMENT DEED AND AGREEMENT THIS PARAGRAPH ONLY IN THE LIMITED CIRCUMSTANCES WHERE THE DIRECTOR EASEMENT AGREEMENT (this "Agreement") dated for reference purposes only as 2015, is made by and between the CITY AND COUNTY OF PROPERTY HAS AUTHORITY TO ENTER INTO LEASE WITHOUT BOARD APPROVAL SAN FRANCISCO, a municipal corporation (I.E."San Francisco"), TERM OF LESS THAN ONE acting by and through its Public Utilities Commission (1) MONTH"SFPUC"), OR YEAR-TO-YEAR TERMand City of Modesto, a municipal corporation ("Holder").