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					                                                                        AGENDA #               June 2,2009


                                            COUNTY                ADMINISTRATOR




SUSAN S. MURANISHI	                                                                               DONNA LINTON
COUNTY ADMINiSTRATOR	                                                                     ASSISTANT COUNTY ADMINISTRATOR




  May 18,2009

  Honorable Board of Supervisors

  County of Alameda

  1221 Oak Street, Suite 536

  Oakland, California 94612-4305

  Dear Board Members:

  SUBJECT:	        APPROVE A RIGHI OF ENTRY AND PERMANENT EASEMENT AGREEMENT

                   WITH BART AND ADOPT A RESOLUTION GRANTING EASEMENT ON THE

                   OAKLAND-ALAMEDA COUNTY COLISEUM SITE, 7000 COLISEUM WAY,

                   OAKLAND, CALIFORNIA


  RECOMMENDATIONS:
  A.	 Approve a Right of Entry and Permanent Easement Agreement with the City of Oakland and the

      San Francisco Bay Area Rapid Transit District (BART) for the installation, operation and

      maintenance of an elevated Automated Guideway Transit (AGT) system on the Oakland­

      Alameda County Coliseum site;

  B.	 Adopt the attached Resolution granting an easement to BART; and

  C.	 Authorize the President, Board of Supervisors, to sign and execute the agreement on behalf of

      Alameda County.

  DISCUSSION/SUMMARY:
  The Oakland Alameda County Coliseum site is comprised of a 102-plus acre parcel jointly owned by

  the County of Alameda and the City of Oakland. BART is planning development of an AGT system

  to connect the Oakland International Airport passenger terminal with the Oakland Coliseum BART

  station. The proposed system will be comprised of a set of elevated tracks carrying automated cars

  running alongside the elevated section of Hegenberger Road and then over Hegenberger Road.

  Approximately 500 feet of the track will run about 20 feet above the southeast edge of the Coliseum

  site and about 40 feet over the service gate entrance road located at the northern end of Baldwin

  Street. The land area covered by the elevated track's shadow, where two columns supporting the

  tracks are proposed, is approximately 22,600 square feet.

  BART seeks a permanent right-of-way on this area and related access easement to construct, operate

  and maintain the airport connector system for a consideration of $27,400 each to the County and to

  the City (payable upon mutual execution of the subject agreement). In addition, BART seeks

  temporary access to an additional 29,900 square feet for use during the expected construction period

  for $14,890 for the first year each to the County and the City for their jointly owned parcel. If a

  second year is desired by BART it shall pay to the County and City each a sum of $15,635.




                        1221 OAK STREET. SUITE 555' OAKLAND. CALIFORNIA 94612' 15101272-6984
                                                 FAX 15101 272-3784
Honorable Board of Supervisors                  --2-	                                     May 18, 2009


The temporary use fee will be payable upon commencement of site work. The values have been
reviewed by the Assistant Chief Right of Way Agent, Public Works Agency, and are commensurate
with the fair market value of the property adjusted for the restrictions and conditions which apply to
BART's use. Some of the restrictions include:
       •	 No BART construction access before, during and after home games in baseball and football
          seasons, and special events;
       •	 BART construction plans are subject to review and approval by the County and the City to
          ensure non-interference with owners' uses;
       •	 BART to maintain the integrity and function of all access roads and fencing, and allow for
          unobstructed vehicle access to the site;
       •	 BART's easement rights shall terminate and revert to the County and the City if project
          construction fails to commence within two years of agreement date, or fails to complete
          within six years of agreement date;
       •	 BART's easement rights are subject to the pre-existing property rights of others;
       •	 BART to reimburse for the cost of Coliseum security guard at the Baldwin Street entrance
          gate during the construction period access;
       •	 BART to install temporary fencing to secure and screen all work areas during construction,
          and will be responsible for repair of any damage to the site caused by BART;
       •	 BART to indemnify the County and the City from claims and damages arising from any
          Hazardous Materials introduced by BART or its agents;
       •	 BART to furnish a $100,000 letter of credit to guarantee its performance under this
          agreement; and
       •	 Upon completion of construction, maintenance access is limited to normal working hours of
          7 a.m. to 7 p.m., Monday through Friday.
       •	 BART estimates issues a Notice to Proceed in January 2010. Construction will start mid­
          2010 and is estimated to be completed in three years.
FINANCIAL:

No appropriations are required for this agreement. There is no increase in County cost.

Respectfully submitted,

~1:-
Susan S. Muranishi                                 K. akao
County Administrator                           Director, General Services Agency
I:\BOARD LETTERS\REAL PROPERTY\LETTERS\BART EASEMENT-COLISEUM SITE MAY IS.DOC

Attachments
cc:	    Patrick 1. O'Connell, Auditor-Controller
        Richard E. Winnie, County Counsel
        Deena McClain, Acting Executive Director, Oakland Alameda Coliseum Authority
        Daniel Woldesenbet, Ph.D., P.E., Director, Public Works Agency
TIIE BOARD OF SUPERVISORS OF TIIE COUNTY OF ALAMEDA, STATE OF CALIFORNIA

                                                                           RESOLUTION NUMBER'--   _


                        APPROVE A GRANT OF EASEMENT TO

          THE SAN FRANSICO BAY AREA RAPID TRANSIT DISTRICT LOCATED ON

        THE OAKLAND-ALAMEDA COUNTY COLISEUM SITE, OAKLAND, CALIFORNIA


       WHEREAS, the County of Alameda ("County") and the City of Oakland ("City") jointly
own certain property totaling approximately 102 acres located at 7000 Coliseum Way, Oakland,
California (APN 041-3901-008), such parcel commonly referred to as the "Coliseum Complex";
and

       WHEREAS, the San Francisco Bay Area Rapid Transit District ("BART"), along with its
contractors and consultants, sought to obtain temporary entry to and use of a portion of the
Coliseum Complex for the purpose of constructing an elevated Automated Guideway Transit
("AGT") system under a separate Right ofEntry Agreement dated July 24,2007;

         WHEREAS BART, along with its contractors and consultants, desires to obtain a permanent
right-of-way easement for the use of a portion of the Coliseum Complex for the purpose of
installing and operating the AGT system on or over the property; and

       WHEREAS BART, along with its contractors and consultants, also desires to obtain a
permanent access easement for the use of a portion of the Coliseum Complex for the purpose of
accessing the AGT system to perform maintenance on the system.;

      WHEREAS BART, and the County and the City are agreeable to grant such permanent
easements to BART as specified herein;

NOW THEREFORE BE IT RESOLVED, that the President of this Board of Supervisors be
authorized and directed to execute on behalfof the County of Alameda the Grant of Easement.

BE IT FURTHER RESOLVED, that upon execution of said Grant of Easement, the same shall be
delivered to the Director of GSA for recordation with the Alameda County Recorder's Office.




I:\BOARD LETIERSIREAL PROPERTYIRESOLUTIONS\BART EASEMENT RESOLlJ,ION,DOC
THE FOREGOING was PASSED and ADOPTED by the following vote of the Alameda County
Board of Supervisors this 28th day of April, 2009, to wit:


AYES:
NOES:
ABSENT:




                                          PRESIDENT, BOARD OF SUPERVISORS




File:                                            _
Agenda No:                                        _
Document No:                                          _




I.IBOARD LETIERS\REAL PROPERTY\RESOLlJTIONSIBART EASEMENT RESOLlJTIONDOC
                  OAKLAND-ALAMEDA COUNTY ARENA/COLISEUM
              RIGHT OF ENTRY AND PERMANENT EASEMENT AGREEMENT

                  This Agreement ("Agreement") is made and entered into on                   , 2009 by
          and among the CITY OF OAKLAND, a charter city and municipal corporation of the State of
          California; the COUNTY OF ALAMEDA, a political subdivision of the State of California; the
          OAKLAND-ALAMEDA COUNTY COLISEUM AUTHORITY, a California authority for the
          joint exercise of powers; and the SAN FRANCISCO BAY AREA RAPID TRANSIT
          DISTRICT, a rapid transit district, and shall be effective when executed by all parties ("the
          Parties").

                  WHEREAS, the City of Oakland ("City") and the County of Alameda ("County") (the
          City and County being jointly referred to herein as "the City and the County") jointly own
          certain property located at 7000 Coliseum Way, Oakland, California (APN 041-3901-008 and
          APN 041-3901-009), both parcels together cOJ?lmonly referred to as the "Coliseum Complex".
          The City solely owns adjacent additional such property (APN 042-4328-001-26). Portions of
          Parcel APN 041-3901-008 and Parcel APN 042-4328-001-26 are referred to herein as the
          "Property";

                 WHEREAS, the City and the County have contracted with the Oakland-Alameda County
          Coliseum Authority (the "Authority") to manage the Coliseum Complex on their behalf;

                WHEREAS, the Authority subcontracts the day-to-day operations of the Coliseum
          Complex to the Oakland Coliseum Joint Venture ("OCJV");

                  WHEREAS, the Authority has or may have an interest in the Property as assignee of the
          lessee's interest in that certain lease dated August 1, 1995 between the City and County, as
          lessor, and the Oakland-Alameda County Coliseum Financing Corporation (the "Financing
          Corporation"), as lessee.

                 WHEREAS, the San Francisco Bay Area Rapid Transit District ("BART"), along with its
          contractors and consultants, desires to obtain temporary entry to and use of a portion of the
          Property (referred to herein as the "Site" or "use area") for the purpose of constructing an
          elevated Automated Guideway Transit ("AGT") system (also referred to as the "project"), City,
          County and BART each being sometimes herein referred to as a "Party", and all collectively as
          the "Parties";

               WHEREAS, the City and the County are agreeable to such temporary entry and use by
          BART on the Site and as specified herein;

                WHEREAS BART, along with its contractors and consultants, also desires to obtain
          permanent access easements for the use of a portion of the Property for the purpose of accessing
          the AGT system to perform maintenance on the system;

                   WHEREAS BART, along with its contractors and consultants, also desires to obtain
          permanent right-of-way easements for the use of a portion of the Property for the purpose of
          installing and operating the AGT system on or over the Property; and


53154v5                                                                                        Page lof22
                 WHEREAS BART, and the City and the County are agreeable to grant such permanent
           easements to BART as specified herein;

                 NOW, THEREFORE, the Parties agree as follows:

           1.	   PERMANENT EASEMENTS

                 A.	   Contemporaneous with entering into this Agreement and upon payment of the
                       amounts below by BART to the City and the County, the City and the County are
                       granting permanent maintenance access easements (BART Parcel Nos. H-I050­
                       2b and H-I050-2c) and a permanent right-of-way operating easement (BART
                       Parcel No. H-I050-2a) to BART as to a portion of Parcel APN 041-3901-008 for
                       the AGT system by executing and delivering to BART an Easement Deed,
                       substantially in the form of Exhibit A-I hereto, for a total price in the following
                       amounts:
                       City of Oakland               $27,400.00 and
                       County of Alameda             $27,400.00.

                 B.	   Contemporaneous with entering into this Agreement and upon payment of the
                       amounts below by BART to the City, the City is granting a permanent
                       maintenance access easement (BART Parcel No. H-1070-2d) and permanent
                       right-of-way operating easements (BART Parcel Nos. H-1070-2b and H-I070-2c)
                       to BART as to a portion of Parcel APN 042-4328-001-26 for the AGT system by
                       executing and delivering to BART an Easement Deed substantially in the form of
                       Exhibit A-2 hereto, for a total price of $8,500.00.

                 C.	   The Authority will cause the Financing Corporation to execute and deliver to
                       BART contemporaneous with the execution of this Agreement, for no additional
                       consideration, the disclaimer letter from the Financing Corporation substantially
                       in the form of Exhibit A-3 hereto.

                 D.	   The permanent maintenance access easements and permanent right-of-way
                       operating easements to be granted under this Article 1. shall be null and void and
                       those interests and rights shall terminate automatically and revert to the City and
                       the County two (2) years from the date of execution hereof, unless BART has
                       commenced construction of the AGT project by that date. All such interests and
                       rights shall also be null and void and shall terminate if BART fails to provide the
                       City and the County with written notice of substantial completion of the project
                       within a period of six (6) years from the date of execution hereof. In the event
                       that said Right of Entry terminates for either of the two foregoing reasons, the
                       City and the County will return all consideration paid by BART pursuant to this
                       Article 1., and the Parties will work together in good faith to prepare and execute
                       additional documents, if any are deemed necessary, to effect the reversion. The
                       City and the County may agree to extend either the 2-year or the 6-year
                       reversionary periods by written agreement memorialized in amended Easement


53154v5	                                                                                       Page 2 of22
                        Deeds to be recorded with the Recorder's Office of the County of Alameda, and
                        other or additional documents as needed.

           II.	   RIGHT OF ENTRY

                  A.	   The City and the County hereby provide a temporary non-exclusive right of entry
                        ("Right of Entry") to BART for entry on to and use of the Site upon the following
                        terms and conditions:

                        I.	    Purpose. This Right of Entry is for access to the Site for the purpose of
                               construction and maintenance of the AGT system. Except as expressly
                               provided herein, no permanent easement or other rights are granted to
                               BART or others under this Right of Entry.

                        2.	    Design-Build. In addition, because BART intends to proceed with this
                               project on a "design-build" basis and has requested that reasonable
                               post-construction access for the purposes of operation, maintenance and
                               repair of the project be provided to the contractor to whom the project is
                               awarded, the City and the County also agree to provide BART and the
                               contractor to whom the project is awarded such reasonable access to the
                               Site from the Baldwin Street gate, as described below. The City and the
                               County agreement to provide that access, however, does not grant BART
                               or others any permanent right, except as specified herein in this
                               Agreement, or as may be ordered by a court in eminent domain or other
                               legal proceedings.

                  B.	   This Right of Entry is subject to the following terms and conditions:

                        1.	    Use Area. Subject to the terms and conditions of this Right of Entry,
                               BART shall be permitted certain uses within the permitted use area or
                               Site. The use area or Site is limited to those portions of the Property
                               identified and detailed in the attached Exhibit B, which is BART's
                               Appraisal Map, Sheet 16, dated March 23,2007, as follows:

                               a. For construction staging and work:

                                   1. H-1050-3b

                               b. For access only during construction:

                                   1. H-1050-3a
                                   2. H-1050-3c
                                   3. H-I070-3

                               Access to the Site for permitted activities shall be by way of surface
                               access only from either the Baldwin Street gate, identified in Exhibit B, or
                               by way of elevated BART tracks.


53154v5	                                                                                        Page 3 of22
           2.
   Permitted Uses. Subject to the terms and conditions of this Agreement,
                 BART shall be permitted access to the Site through the existing Baldwin
                 gate entrance with personnel, equipment, machinery, vehicles and
                 materials as provided herein in order to construct an elevated AGT system
                 as identified and detailed in Exhibit C. BART shall also have the right of
                 reasonable access through the existing Baldwin Street gate entrance for
                 future operation, and maintenance and operation of the system pursuant to
                 the terms of the Grant of Easement described herein. BART understands
                 and agrees, however, that these uses (herein also "permitted use") shall be
                 subordinate to all pre-existing uses and property and other rights, except
                 where otherwise agreed to in writing by the Parties' authorized
                 representatives.
           3.
   Use Fee: Access to Site.
                 a.	    For the rights granted under this Agreement for the Right of Entry
                        as to construction access, BART shall pay separately to City and to
                        County, the following amounts as a use fee for the first year of the
                        term hereof:
                        Jointly Owned Parcel (BART Parcel Nos. H-1050-3a; H-1050-3b;
                        and H-1 050-3c)
                        City of Oakland:      $14,890.00
                        County of Alameda: $14,890.00 and

                        City Owned Parcel (BART Parcel No. H-1070-3)
                        City of Oakland:      $5,200.00.

                        At the end of the first year of the term, BART shall have the option
                        to renew this Right of Entry as set forth in Section B.5., Term of
                        Agreement, below, for a period of up to one year, for a fee,
                        payable as provided in Section B.3.c. below, of:

                        Jointly Owned Parcel (BART Parcel Nos. H-1050-3a; H-1050-3b;
                        and H-1050-3c)
                        City of Oakland:      $15,635.00
                        County of Alameda: $15,635.00 and

                        City Owned Parcel (BART Parcel No. H-1070-3)
                        City of Oakland:      $5,460.00.

                 b.	    Payments for the Right of Entry shall be paid by BART within
                        fifteen days of the date on which BART notifies the City and the
                        County of its intent to commence construction on the Site pursuant
                        to Section B.7.c. (hereinafter "Commencement Date").

53154v5	                                                                         Page 4 of22
                        Notwithstanding the provisions of Article I. hereof, the use fee
                        payments set forth in this Article II shall be nonrefundable after
                        being paid to the City and the County. All payments shall be
                        transmitted to the City and the County at the following addresses:
                        City of Oakland
                        Community and Economic Development Agency
                        Real Estate Division
                        250 Frank Ogawa Plaza, 4th Floor
                        Oakland, CA 94612

                        County of Alameda

                        clo General Services Agency

                        Real Property Manager

                        1401 Lakeside Drive, 10th Floor

                        Oakland, CA 94612-4305


                 c.	    If the Commencement Date of this Agreement is other than the
                        first day of a calendar month, payments for the Right of Entry shall
                        be prorated accordingly. Thereafter, BART shall pay the use fees
                        provided above in Section B.3.a., prorated on a monthly basis,
                        without any further notice request of the City or the County, on the
                        first day of each calendar month.
                 d.	    Immediately upon the execution of this Agreement, BART shall
                        furnish the City and the County with an irrevocable letter of credit
                        in a form acceptable to the City and the County, issued by a bank
                        or financial institution mutually acceptable to the Parties in the
                        amount of $100,000 to guarantee BART's performance of its
                        obligations under this Agreement. Upon any failure of BART to
                        perform under this Agreement, the City and the County may draw
                        upon that credit to compensate them for all charges, fees (including
                        but not limited to reasonable attorneys' fees) and costs incurred
                        due to BART's failure to perform. This letter of credit shall entitle
                        the City and the County, after notice thereof to BART, to draw in
                        whole or in part upon presentation of a sight draft and statement by
                        the City and the County Real Estate Department Managers that the
                        City and the County is entitled to draw thereunder pursuant to the
                        terms and provisions of this Agreement. This remedy is not
                        exclusive and is in addition to any other default remedies available
                        under this Agreement or at law.

           4.	   Energy, Power or Utility Services. Neither the City nor the County is
                 obligated to provide any power, energy source or service or other utility
                 service at the Site. BART is solely responsible for obtaining and
                 maintaining all such service. BART also shall be solely responsible for
                 providing and paying for all fees, charges or costs for such service. Any
                 relocation of existing facilities, equipment or stored material at the Site
                 necessary to extend power or service to the Site or for the project shall be

53154v5	                                                                           Page 5 of22
               at BART's sole cost. BART agrees to indemnify, defend and hold
               harmless the City and the County from any and all power, service or
               relocation fees, charges or costs.
          5.   Term of Agreement. The initial term of this Right of Entry as to
               construction access shall commence upon receipt by the County and the
               City of notice of intent to commence construction as stated in Section
               B.3.b., above, and remain in effect for a term of 12 months beginning on
               the Commencement Date. At the end of such initial term, BART shall
               have the option to extend the term on a month-to-month basis, for a
               maximum of 12 additional months, or for such additional term as shall be
               mutually acceptable to the Parties hereto.
          6.   Termination and Cancellation Rights:
               a.     If any permit, license or approval from any federal, State or local
                      jurisdiction necessary for BART's construction activities or
                      intended use of the Site is not granted or is revoked, terminated,
                      cancelled or expires without timely renewal, and BART fails to
                      cure such event within a reasonable time, either the City or the
                      County may terminate this Right of Entry after complying with the
                      provisions of Section B.12., Resolution of Disputes, hereof.
               b.     BART's obligations under Section B.8., Condition of Site During
                      Use or Upon Termination; Section B.13., Indemnification; and
                      Subsection e. of Section B.20., Hazardous Materials;
                      Environmental Remediation, shall survive the termination of this
                      Agreement.

          7.   Limitations.
               The right of entry and access provided in this Agreement are limited as
               follows:
               a.     Prior to accessing the Site, BART must obtain all required federal,
                      State, or local permits, licenses and/or approvals relating to its
                      presence, installation, operations or work at the Site. BART's
                      obligations under this provision include, but are not limited to,
                      obtaining all necessary construction, building or use permits from
                      and in compliance with any appropriate regulatory agency.
               b.     In view of the design/build nature of the project, BART shall
                      provide to the City and the County or their respective designees for
                      review and written approval, forthwith upon their being made
                      available to BART, BART's proposed installation and construction
                      drawings and any related documents including but not limited to
                      any applicable structural or wind load documents or reports.
                      Those documents submitted by BART shall be signed by a
                      licensed engineer and shall detail and provide all specifications for
                      BART's intended use of the Site. The detail shall include, but not
                      be limited to, sufficient specifications in order to allow the City
                      and the County to determine whether the proposed use will

53154v5                                                                         Page 6 of22
               interfere with City/County operations or damage City/County
               property (also referred to herein as a "Facilities Impact Review").
          c.   Following the City's and the County's initial Facilities Impact
               Review and receipt by BART of the City's and the County's
               written approvals of the documents BART provides in connection
               with the Facilities Impact Review, BART may obtain access to the
               Site in order to proceed with its permitted construction activities
               (referred to herein also as "access permission") from the City and
               the County by providing written notice to the City and the County
               requesting such permission. No access to the Site is permitted
               prior to written approval by the City and the County. BART shall
               give that written notice to the City and the County no less than 30
               days prior to the commencement of actual construction on the Site.
               No entry may be made to the Site without obtaining access
               permISSIOn.
          d.   In addition to any amounts BART may be required to reimburse
               the City and the County under the provisions of Part 3, Title 7 of
               the California Code of Civil Procedure (commencing with Section
               1230.010 et seq.) or other law, BART agrees to reimburse the City
               and the County for all reasonable fees for inspection and plan
               checking services pursuant to California Government Code
               Sections 6103.6 and 6103.7. Should the City or the County, in
               their sole discretion, determine that they need to utilize staff
               engineers or professionals or consult with outside engineers or
               other professionals in connection with such Section 6103.6 and
               6103.7 inspection and plan checking, the City or the County shall
               promptly give notice to BART of the commencement of such
               inspection or plan-checking services, and shall complete such
               services within 30 working days of commencement thereof.
               Failure to complete such services within said 30-day period shall
               be deemed to constitute approval by the City and the County of the
               work as performed by BART. BART agrees to reimburse the City
               and the County for all reasonable fees, costs and charges incurred
               therewith.
          e.   BART also shall be responsible, at its sole cost, for compliance
               with all applicable federal, State or local laws or requirements for
               marking and lighting requirements associated with the construction
               of the AGT system at the Site. Except for BART's name and any
               advertisements affixed to the interior or exterior of BART trains,
               BART shall not be permitted to display or advertise in any form its
               or any other person's or entity's name or product at or on the Site,
               except as previously authorized in writing by the City or the
               County.
          f.   In no event may BART's activities at the Site interfere with any
               City or County activities or operations or damage City or County
               property. Unless otherwise specified herein, the phrase "City and

53154v5                                                                 Page 7 of22
               County activities or operations" as used in this document includes,
               but is not limited to, the activities and the operations of the
               Authority and OCJV. Should the City or the County determine
               that any of BART's activities at the Site interfere with any City or
               County activities or operations or have damaged City or County
               property, the City or the County shall notify BART. Immediately
               upon receipt of such notification, BART shall proceed to abate or
               remedy the interference or repair the damage. In the event BART
               fails to remedy or correct the interference or repair the damage
               within a reasonable time, the City or the County, without waiving
               any other rights, may take such action at BART's sole cost as the
               City or the County deem necessary to abate or remedy such
               interference or repair such damage. Should BART dispute its
               responsibilities for such cost, such dispute may be submitted to
               mediation pursuant to the provisions of Section B.12., Resolution
               of Disputes.
          g.   Except as otherwise provided herein, neither the City nor the
               County is obligated to construct, provide or maintain any
               additional access to the Site other than the existing Baldwin gate
               entrance and neither guarantees or warrants access to the Site,
               except for access existing at the Baldwin gate entrance at the time
               this Right of Entry is effective or its substantial equivalent.
          h.   Subject to the express provisions set forth in Subsection B.7.r. of
               this Agreement, the City and the County shall provide access to the
               Site during normal working hours, which shall be from 7:00 a.m.
               to 7:00 p.m., Monday through Saturday. No deviation from this
               schedule shall be permitted without the City's and the County's
               prior written consent.
          1.   BART shall plan, organize and perform its activities or work under
               this Agreement in the manner that results in the least amount of
               disruption to public traffic, to the City and the County operations or
               activities at the Site, and to the peace and quiet of adjoining
               residential and commercial neighborhoods. At its sole expense,
               BART shall provide all notices, signs, barricades, lights, and other
               devices, materials, and personnel as may be needed or required by
               law in connection with the safe and careful performance of its
               activities or work at the Site.
          J.   The Site and any access thereto are provided to BART on an "as­
               is" basis. The City and the County have no obligation for
               maintenance or repair of the Site or access thereto at any time
               before, during or after the term of this Agreement.
          k.   In order to maintain the security at the Site, only those persons
               authorized by BART and by the City and the County may be
               granted access to the Site. Prior to accessing the Site, BART must
               provide to the City and the County a written list of such authorized


53154v5                                                                 Page 80f22
                 personnel.    At all times, BART's personnel must display
                 appropriate and verifiable identification. The City and the County
                 are under no obligation to permit access to any person not so
                 designated by BART or not displaying such identification.
           1.
   BART shall be solely responsible for any damage to or loss of
                 BART's personnel, equipment or facilities at the Site resulting
                 from theft, vandalism or from any other cause. Neither the City
                 nor the County will provide security for the Site. BART hereby
                 releases the City and the County from any responsibility or liability
                 for any claim, injury, death, loss or damage (including but not
                 limited to direct or indirect loss or damage, loss of use, or
                 incidental or consequential loss or damage of any kind) to BART's
                 personnel, equipment or facilities at the Site.
           m.    BART shall also be solely responsible for all death, injury to
                 persons not parties to this Agreement (herein "third parties") or
                 damage to third parties' property caused by BART's activities.
           n.    Subject to Subsection B.7.k. hereof, BART may permit only its
                 contractors, their subcontractors, and other authorized agents and
                 personnel of BART access to or utilization of the Site, or location
                 of any equipment or facilities of any kind at the Site except as
                 authorized by this Agreement. In the ev~nt BART wishes to
                 permit other persons, entities or other users to do so, BART must
                 contact the City and the County for prior written approval.
           o.    BART and its contractors must maintain the integrity and function
                 of all access roads and fencing and allow the City, the County, and
                 OCJV continued and unobstructed vehicle access to and from the
                 Coliseum Complex through all access roads, including but not
                 limited to Baldwin Street.
           p.    BART shall advise (i) the City and the County through its
                 designated agent set forth below, and (ii) the OCJV, in writing, at
                 the address listed below or by telephone (510) 383-4801 and (510)
                 383-4920, respectively; and by FAX (510) 383-2460 and (510)
                 562-4769, respectively of:
                 (i)	    The time and place of any pre-construction               and
                         construction meetings regarding the Site.
                 (ii)	   The name, address, telephone number and, if available,
                         pager number, FAX number and e-mail address of BART's
                         Resident Engineer/Inspector.
                 Should any of the above contact information be changed, the City
                 or the County will notify the BART of that change and BART shall
                 thereafter use that new or different contact information.

           q.    Subject to the terms of this Agreement, the City and the County
                 grant to BART reasonable necessary construction access to the


53154v5	                                                                  Page 9 of22
                Site, via the Baldwin Street gate to the Coliseum Complex. Said
                use may occur only when a City or County security guard
                designated by the City or County or OCJV is present to control
                access through the gate. BART or BART's contractors shall make
                a deposit in the amount of $10,000 ("deposit amount") with OCJV
                for costs associated with providing this security guard. The actual
                costs associated with providing the security guard services will be
                deducted by the OCJV directly from that deposit. Thereafter,
                OCJV shall promptly bill BART monthly for all actual costs
                associated with providing that security service during the previous
                month and such additional amounts, if any, required to restore the
                deposit amount to $10,000. BART or its designee shall pay any
                undisputed invoice in full within 30 business days of the date of
                that invoice. Upon termination of this Agreement, any remaining,
                unused deposit amount held by OCJV shall be refunded. The
                estimated daily rate for providing such security guard services is
                $311.74 for an 8-hour day (based on a $38.74/hour rate) plus
                $58.45/hour, or portion thereof, in excess of 8 hours in any single
                day (Monday through Friday), and all day on Saturday. If,
                subsequent to the effective date of this Agreement, the rate for
                providing such services increases, BART shall pay for such
                security services based on the increased rate.
           r.   The right of entry accorded to BART and BART's contractors,
                subcontractors and authorized personnel and agents in this
                Agreement is subject to the sporting seasons and other events that
                occur at the Coliseum Complex, as follows:
                (i)	    During baseball season, BART may use the designated
                        areas shown on Exhibit B for work on the project and
                        storage of materials and equipment subject to the
                        restrictions contained in this Section B.7. Notwithstanding
                        the provisions of Subsection B.7.h. hereof, BART shall not
                        use the Baldwin Street gate on days baseball is played in
                        the stadium except that BART may use the Baldwin Street
                        gate until five (5) hours prior to the start of any baseball
                        game. BART must maintain clear pedestrian and vehicle
                        access to, from and through the Baldwin Street gate equal
                        to the existing pedestrian and vehicle access (as determined
                        by OCJV) to the Baldwin Street gate.
                (ii)	   During the football season, BART may use the designated
                        areas shown on Exhibit B for work on the project and
                        storage of materials and equipment subject to the
                        restrictions contained herein. OCJV may require BART to
                        move equipment from the area if necessary for the purpose
                        of moving portable seating into the stadium.
                        Notwithstanding the provisions of Subsection B. 7.h. hereof,
                        BART may not be permitted to use the Baldwin Street gate,


53154v5	                                                                Page 10 0[22
                  or to have any workers on the Property on the day of any
                  football game and for a period commencing twenty-four
                  (24) hours prior to any game and ending five (5) hours after
                  each game. BART's contractors, subcontractors, agents
                  and personnel must maintain clear and safe pedestrian and
                  vehicle access to, from and through the Baldwin Street gate
                  equal to the existing pedestrian and vehicle access (as
                  determined by OCJV) at the Baldwin Street gate.
          (iii)   For major events at the Coliseum Complex other than
                  baseball and football, BART may use the designated areas
                  shown on Exhibit B for work on the project and storage of
                  materials and equipment subject to the restrictions
                  contained in this Section B.7. A "major event" is defined
                  as any event scheduled to occur at the Complex for which
                  the City or the County anticipates attendance in excess of
                  15,000 persons.       Notwithstanding the provisions of
                  Subsection B.7.h. hereof, BART shall not use the Baldwin
                  Street gate on days when such a major event is scheduled,
                  or otherwise have any workers on the Property on the
                  day(s) of any such event and for a period commencing
                  twenty-four (24) hours prior to such an event and ending
                  five (5) hours after that event, absent express written
                  approval of the City or the County obtained in advance of
                  entry to the Complex. At all times, BART must maintain
                  clear pedestrian and vehicle access to, from and through the
                  Baldwin Street gate equal to the existing pedestrian and
                  vehicle access (as determined by OCJV) to the Baldwin
                  Street gate. In the case where such a major event is
                  scheduled, the City or the County will notify BART of such
                  event, no later than thirty (30) calendar days in advance of
                  the event, in order to allow BART to alert its personnel of
                  the above access restrictions.
          (iv)    City/County shall cause the OCJV to provide to BART and
                  its contractors a monthly schedule of events at the
                  Coliseum Complex. During events other than baseball and
                  football, BART shall be permitted to use the designated
                  areas on Exhibit B during such events provided that,
                  notwithstanding the provisions of Subsection B. 7.h. hereof,
                  OCJV may designate the number of hours before and after
                  the event that BART will be prohibited from using the
                  Baldwin Street gate and/or from working on the
                  construction, other than the storage of materials and
                  equipment.
          (v)     BART shall not occupy, use or otherwise encroach on or
                  into property other than the Site identified in Section II B.
                  In the event that BART occupies, uses or otherwise


53154v5                                                            Page 11 of22
                               encroaches on or into property other than designated areas
                               identified in II B 1 above, BART shall be in material
                               breach of this Agreement. BART must take immediate
                               steps to remove such occupancy, use or encroachment.
                               Subject to the provisions of Section B.12, Resolution of
                               Disputes, BART shall reimburse the City and the County,
                               in equal amounts, for all damages and costs, including
                               reasonable attorneys' fees, incurred in connection with that
                               occupancy, use or encroachment.
                       (vi)	   BART must install temporary fencing to secure effectively
                               and safely and to screen all work areas located on the
                               Coliseum Complex throughout the term of this Agreement,
                               including but not limited to areas where equipment and
                               materials are stored. Such temporary fencing shall be
                               sufficiently opaque in order to screen the work and storage
                               areas from public view.

           8.   Condition of Site During Use or Upon Termination. At all times and at its
                sole cost, BART shall conduct all of its activities at the Site in a safe and
                legal manner. BART must also, at its sole cost, maintain the Site and
                access thereto in a clean and suitable manner. At the termination of this
                Agreement, and except for permanent encroachments or facilities as shall
                be permitted by the City and the County or by Court order, BART must
                remove all of BART's equipment, construction debris or materials, trash
                or garbage from the Site and clean and restore the Site to the condition in
                which it existed immediately prior to BART's initial access to the Site.
                BART further agrees to maintain the integrity and function of all access
                roads and fencing and allow the City and the County and OCJV continued
                and unobstructed access to and use of the Property including, by way of
                example, access and use of Baldwin Street.
           9.   Assignment. Neither this Agreement nor any rights hereunder may be
                transferred or assigned by the BART, nor shall the BART rent to any
                person or persons or permit the use of any portion of the Site by others not
                involved in construction of the project without the written consent of the
                City and the County having first been obtained. Despite the City's and the
                County's consent, no transfer or assignment shall release the BART from
                any of the obligations to be performed under the Agreement. As used in
                this provision, "assignment" shall include but not be limited to any sale,
                gift, pledge, hypothecation, encumbrance, or other transfer of all or any
                portion of the rights, obligations, or liabilities in or arising out of this
                Agreement.      Notwithstanding the above, BART may assign this
                Agreement, with written notice to the City and the County, to any entity
                which controls, is controlled by, or is under common control with BART,
                provided such entity agrees in writing to assume all of BART's
                obligations under this Agreement, and further that such writing is
                delivered to the City and the County prior to the effective date of such
                assignment. Notwithstanding anything to the contrary contained in this

53154v5	                                                                        Page 12 of22
                 Agreement, BART may assign, mortgage, pledge, hypothecate or
                 otherwise transfer, with written notice to the City and the County, its
                 interest in this Agreement to any financing entity, or agent on behalf of
                 any financing entity to whom BART (i) has obligations for borrowed
                 money or in respect of guaranties thereof, (ii) has obligations evidenced by
                 bonds, debentures, notes or similar instruments, or (iii) has obligations
                 under or with respect to letters of credit, bankers acceptances and similar
                 facilities or in respect of guaranties thereof.
           10.   Acknowledgment of Title. It is understood and agreed that BART, by the
                 acceptance of this Agreement and by the use or occupancy of said Site,
                 has not acquired and shall not acquire hereafter any property rights or
                 interest in or to said Site except. as expressly set forth herein, and that
                 BART may use the Site only as herein provided. BART shall not have,
                 nor will it obtain, any right or claim under this Agreement to the continued
                 use or possession of said Site beyond that specifically given in this
                 Agreement.
           11.   Relocation Assistance. If necessary to protect the public health, safety or
                 welfare, the City or the County may direct BART to relocate or remove
                 entirely from the Site BART's equipment or facilities, subject to the
                 provisions of Section B.12., Resolution of Disputes, hereof. If requested
                 by the City or the County to relocate or remove, BART shall do so at its
                 sole cost. This Agreement is of a temporary nature and no relocation
                 payment or advisory assistance shall be sought by or provided to BART in
                 any fonn as a consequence of this Agreement.
           12.   Resolution of Disputes.
                 a.	    Referral to Higher Authority
                        If any dispute under this Agreement cannot be resolved between (i)
                        BART and (ii) the City or the County, prior to submission to
                        voluntary mediation as set forth below, upon the written request of
                        any of the Parties, the matter shall be dealt with as follows:
                        (i)	   First Level. Each Party will designate project staff or
                               individuals to be the initial person or persons to discuss any
                               apparent dispute or disagreement between the Parties and
                               initiate this procedure. Each such designated first-level
                               person may contact his or her counterpart at the same level
                               at any time to raise any apparent disagreement related to
                               the project. For the City, unless designated otherwise in
                               writing, the first-level person shall be the Manager of Real
                               Estate Services, and for the County, unless designated
                               otherwise in writing, the first-level person shall be the
                               Authority Executive Director or his or her representative as
                               designated in writing to all Parties. For BART, the first­
                               level person, unless BART shall designate otherwise in
                               writing, shall be BART's Project Manager.



53154v5	                                                                         Page 13 of22
                   (a)	   Urgent Matters. For any matter designated by the
                          initiating Party as "urgent", the other Party shall
                          make its first response within 24 hours, or within
                          such other period as the first-level persons may
                          agree.
                   (b)	   Non-Urgent Matters. Unless a matter is designated
                          "urgent" by the initiating Party, the other Party shall
                          respond within 5 working days, or within such other
                          period as the first-level persons may agree.
                   (c)	   Predetermined Timeline.       Items that have a
                          predetermined timeline already specified within this
                          Agreement do not constitute urgent matters within
                          the meaning ofthis Section B.12.
           (ii)    Second Level. Each Party will designate individuals to
                   whom matters not resolved at the first level shall be
                   referred. Each such designated second-level person may
                   contact his or her counterpart at the same level at any time
                   to raise any apparent disagreement related to the Project.
                   For the City, unless designated otherwise in writing, the
                   second-level person shall be the director of the Community
                   and Economic Development Agency, and for the County,
                   unless designated otherwise in writing, the second-level
                   person shall be the OCJV General Manager or his or her
                   representative as designated in writing to all Parties. For
                   BART the second-level person, unless BART shall
                   designate otherwise in writing, shall be BART's Executive
                   Manager for the Project.
                   (a)	   Urgent Matters. For any matter designated by the
                          initiating Party as "urgent", the other Party shall
                          make its first response within 24 hours, or within
                          such other period as the second-level persons may
                          agree.
                   (b)	   Non-Urgent Matters. Unless a matter is designated
                          "urgent" by the initiating Party, the other Party shall
                          respond within 3 working days, or within such other
                          period as the second-level persons may agree.
                   (c)	   Predetermined Timeline.        Items that have a
                          predetermined timeline already specified within this
                          Agreement do not constitute urgent matters within
                          the meaning of this Section B.12.
           (iii)   Third-Level. Each Party will designate individuals to
                   whom matters not resolved at the second-level shall be
                   referred.    These designated third-level persons shall
                   constitute the final internal level within BART and the


53154v5	                                                            Page 14 of22
                         City/County for resolution of issues between the parties.
                         Each such designated third-level person may contact his or
                         her counterpart at the same level at any time to raise any
                         apparent disagreement related to the Project. For the City,
                         the third-level person shall be its City Administrator, and
                         for the County, unless designated otherwise in writing, the
                         third-level person shall be the County Administrator or
                         his/her designee. For BART, the third-level person, unless
                         BART shall designate otherwise in writing, shall be its
                         General Manager. The initiating third-level person will
                         request a response from his or her counterpart and that
                         response will be made within a time period agreed between
                         the third-level persons.
           b.	   Mediation. If the designated third-level persons are unable to
                 reach resolution, upon written request of any of the Parties, the
                 Parties may elect to pursue voluntary mediation, so long as all
                 Parties agree to submit the dispute to mediation. Such mediation
                 shall proceed as set forth in this Subsection b.

                 (i)	    Notice of Mediation. In the event of any dispute hereunder
                         which the Parties are unable to resolve, either BART, the
                         City, or the County may submit such dispute to mediation
                         by serving a written notice of mediation ("Notice of
                         Mediation") on the others. The Notice of Mediation shall
                         be signed on behalf of BART by its General Manager, on
                         behalf of the City by its City Administrator, and on behalf
                         of the County by its County Administrator or designee.
                         The mediation shall proceed in accordance with rules
                         promulgated by the mediator ("Mediator") (chosen as
                         described in Subsection (ii), below), and shall be concluded
                         within 30 days, unless extended by mutual agreement of the
                         Parties. Lawyers may personally attend any Mediation
                         session or conference only if all Parties agree. The entire
                         process shall be confidential and treated as a compromise
                         negotiation for purposes of Federal and State rules of
                         evidence.
                 (ii)	   Selection of Mediator. Within 15 days of the Notice of
                         Mediation referred to in Subsection (i), above, the Parties
                         shall meet and select a disinterested third person to act as
                         Mediator. If the Parties fail to agree, any Party may request
                         the American Arbitration Association in San Francisco, to
                         appoint the Mediator. The Mediator shall be replaced
                         within 15 days of receipt of a written request of any Party,
                         using the procedure outlined above; provided, however,
                         that any Party may only replace the Mediator once.



53154v5	                                                                  Page 150[22
                       (iii)   Cost of Mediator. BART shall provide to the Mediator, at
                               no cost to City/County, administrative services, such as
                               conference facilities and secretarial services. All other fees
                               and expenses of the Mediator shall be borne 50% by BART
                               and 50% by the City/County.

          13.   Indemnification. To the fullest extent permitted by law, BART agrees to
                defend, indemnify and hold harmless the City, the County, the Authority,
                its Board of Commissioners, OCJV as operator of the Coliseum Complex,
                and their respective board members, officers, elected officials, agents,
                employees, and contractors from all claims, losses, damages, liabilities or
                expenses, including reasonable attorney fees incurred in the defense
                thereof, for the death of or injury to any person or persons (including
                employees of BART or BART's contractors or agents) or damage to any
                property (including but not limited to BART's property) which arise out of
                or are connected in any way with the performance of BART's activities at
                the Site or the construction, installation, use, maintenance, repair or
                removal of the project or BART's equipment or facilities at the Site
                (collectively "Liabilities"). The only exception to the obligations imposed
                on BART under this provision is for those Liabilities caused solely by the
                gross negligence or willful misconduct of any Indemnitee.
          14.   Insurance. BART shall at all times during the term of this Agreement
                maintain in force those insurance coverages designated in Exhibit D and
                shall send, without demand, annual insurance certificates showing proof of
                required insurance, to the City and the County. If the certificate is not
                received by the annual date, either the City or the County shall notify
                BART and BART shall have 15 days to send in the certificate. Failure to
                maintain such insurance is a breach of this Agreement, which entitles City
                or County, at its sole discretion, to terminate this Agreement immediately.
          15.   Property Taxes. By accepting this Agreement, BART acknowledges that
                notice is and was hereby given to BART pursuant to California Revenue
                and Taxation Code Section 107.6 that use or occupancy of any public
                property pursuant to the authorization herein set forth may create a
                possessory interest which may be subject to the payment of property taxes
                levied upon such interest. BART shall be solely liable for, and shall pay
                and discharge prior to delinquency, any and all possessory interest taxes or
                other taxes levied against BART's right to possession, occupancy, or use
                of any public property pursuant to any right of possession, occupancy or
                use created by this Agreement. BART shall not be barred from appealing
                any amounts assessed pursuant thereto.
          16.   Inspection. The City and the County, or their designees, shall have the
                right to inspect and monitor at any time BART's activities, equipment or
                facilities to confirm compliance with the terms of this Agreement and to
                determine if the activity, equipment or facilities endanger the public
                health, safety or welfare.



53154v5                                                                         Page 16 of22
           17.
   Repairs. BART shall be solely responsible for the safe maintenance and
                  repair of BART's equipment and facilities.          BART must keep its
                  equipment and facilities, including but not limited to associated fencing or
                  screening, if any, in safe and proper order. BART also shall be solely
                  responsible for the timely repair of all damage to the Site or to
                  City/County's property caused by any activity of BART, its contractors,
                  employees, agents or business invitees or visitors. By way of example,
                  BART is responsible for the repair of damage or wear to any access
                  roadway or roadway surface caused by BART's activities under this
                  Agreement. In the event City or County desires to perform repairs or
                  maintenance of its own on its property at the Site during the term of this
                  Agreement, BART agrees to coordinate its activities with such repairs and
                  maintenance.
           18.    Force Majeure. In addition to specific provisions of this Agreement
                  permitting delays in performance, performance by either City/County or
                  BART shall not be deemed to be in default where delays or defaults are
                  due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires,
                  quarantine restrictions, casualties, acts of God, acts of the public enemy,
                  epidemic, government restrictions on priorities, freight embargoes,
                  shortage of labor or materials, unusually inclement weather, lack of
                  transportation, court order, or any other similar causes beyond the control
                  and without the fault of the Party claiming an extension of time to
                  perform. An extension of time for any cause will be deemed granted if
                  notice by the Party claiming such extension is sent to the other Party
                  within 30 days from the commencement of the cause and such extension is
                  not rejected in writing by the other Party within 30 days of receipt of the
                  notice. Time of performance under this Agreement may also be extended
                  by mutual written agreement, signed by BART, and City and County.
                  This Force Majeure provision does not apply to any event that the
                  delaying or defaulting Party reasonably could have foreseen and avoided
                  or mitigated in advance.
           19.    Notice. Any demand or notice which any Party shall be required or may
                  desire to make upon or give to the other entities shall be in writing and
                  shall be delivered personally upon the other or be sent by prepaid U.S.
                  mail to the respective parties as follows:
                  a.	    COUNTY:
                         County of Alameda
                         General Services Agency
                         Real Property Manager
                         1401 Lakeside Drive, 6th Floor
                         Oakland CA 94612
                         or other designee.




53154v5	                                                                            Page 17 of22
                  b.	    CITY:

                         City of Oakland

                         Community and Economic Development Agency

                         Real Estate Division

                         250 Frank Ogawa Plaza, 4th floor

                         Oakland CA 94612


                  c.	    AUTHORITY:

                         Oakland Alameda County Coliseum Authority

                         Executive Director

                         7000 Coliseum Way

                         Oakland CA 94621


                  d.	    OCJV:

                         Oakland Coliseum Joint Venture

                         General Manager

                         7000 Coliseum Way

                         Oakland CA 94621


                  e.	    BART:
                         San Francisco Bay Area Rapid Transit District
                         300 Lakeside Drive, 21 st Floor
                         Oakland CA 94612
                         Attention: Project Manager, Oakland Airport Connector Project

                  Any Party may, from time to time, designate any other address for this
                  purpose by written notice to the other Parties, given with 10 business
                  days' notice.

           20.	   Hazardous Materials; Environmental Remediation
                  a.	    "Hazardous Materials" shall mean:

                         (i)	     Any hazardous or toxic wastes, materials or substances, and
                                  other pollutants or contaminants, which are or become
                                  regulated by all applicable local, state and federal laws,
                                  including but not limited to 42 U.S.C. 6901 et seq. 42
                                  U.S.C. 9601 et seq. and California Health and Safety Code
                                  Sections 25100 et seq., and 25300 et. seq.;
                         (ii)	    Petroleum and petroleum-based products, by-products and
                                  fractions;
                         (iii)	   Asbestos and asbestos-containing materials;
                         (iv)	    Polychlorinated biphenyls;
                         (v)	     Radioactive materials.




53154vS	                                                                         Page 18 of22
               The City and the County hereby notify BART that the Site may
               contain Hazardous Materials.

          b.   BART shall, at its sole expense, as and if applicable, promptly
               undertake and complete any and all investigation, treatment,
               removal, reuse, handling, transport and/or other remediation and
               monitoring (collectively "Response Action"), to the extent that
               Response Action to complete project work authorized by this
               Agreement is required by environmental laws, (i) of any
               Hazardous Materials released by BART within the project area, or
               (ii) to the extent of any increase in the scope, boundaries or cost of
               Response Action for Hazardous Materials present within the
               project area prior to the date of this Agreement ("Pre-Existing
               Contamination") as a result of the acts or omissions of BART.
               BART shall perform all such Response Action in compliance with
               all applicable environmental laws as required by applicable
               regulatory agencies. BART will provide the City and the County
               with a schedule, testing data, workplan for Hazardous Materials
               remediation or removal operations or other information related to
               remediation that are reasonably requested by the City or the
               County in a timely manner.
          c.   Except as provided in Subsections B.20.b. and B.20.g. of this
               Agreement, if discovery of any Hazardous Materials within or
               adjacent to the project area requires Response Action, BART and
               the City and the County shall meet and confer on an appropriate
               course of action, including determining their respective
               responsibilities for required actions and associated costs.
          d.   BART shall promptly give notice to the City and the County of any
               required Response Action and, to the extent required by law, to the
               applicable government agencies, of its investigation. BART shall
               provide the City and the County with copies of any written reports
               of such investigation.
          e.   BART, the City and the County shall mutually cooperate with one
               another and the applicable government agencies in connection with
               such Response Action to assist the Party responsible for Response
               Action hereunder and/or the agency in identifying and pursuing
               third parties who may be liable for any Hazardous Materials
               contamination necessitating remediation by BART, the City or the
               County pursuant to this Agreement.
          f.   The City and the County shall provide to BART all information,
               reports or knowledge the City or the County has, including all
               information, reports, or knowledge the City'S or the County's
               consultants have provided to the City or the County, with respect
               to any Hazardous Materials that may exist in, under or about the
               project area.



53154v5                                                                 Page 19 of22
                                g.	    The City and the County shall, at their sole expense, as and if
                                       applicable, promptly undertake and complete any and all Response
                                       Action within the project area to the extent that Response Action is
                                       required by environmental laws for any Pre-Existing
                                       Contamination and Hazardous Materials hereinafter released in the
                                       area of the project as a result of direct action of the City or the
                                       County, their employees, consultants or contractors. The City and
                                       the County shall perform all such Response Action in compliance
                                       with all applicable environmental laws as required by applicable
                                       regulatory agencies. The City and the County will provide BART
                                       with a schedule, testing data, workplan for Hazardous Materials
                                       remediation or removal operations or other information related to
                                       remediation that are reasonably requested by BART in a timely
                                       manner.
                               h.	      To the fullest extent permitted by law, BART agrees to defend,
                                        indemnify and hold harmless the City, the County, the Authority,
                                        its Board of Commissioners, OCJV as operator of the Coliseum
                                        Complex, and their respective officers, elected officials, agents,
                                        employees, and contractors, from all claims, losses, damages,
                                        liabilities or expenses, including reasonable attorney fees incurred
                                        in the defense thereof, for the death of or injury to any person or
                                        persons (including employees of BART or BART's contractors or
                                        agents) or damage to any property or remediation costs or expenses
                                        arising out of or associated in any way with any Hazardous
                                        Materials introduced at the Site by BART or its agents.

           III.	   MISCELLANEOUS

                   A.	   All exhibits, attachments and schedules hereto are hereby incorporated herein by
                         this reference.
                   B.	   This Agreement constitutes the entire agreement and understanding between the
                         Parties, and supersedes all offers, negotiations and other agreements concerning
                         the subject matter contained herein. Any amendments to this Agreement must be
                         in writing and executed by all Parties hereto.
                   c.	   If any provision of this Agreement is invalid or unenforceable with respect to any
                         Party, the remainder of this Agreement or the application of such provision to
                         persons other than those as to whom it is held invalid or unenforceable, shall not
                         be affected and each provision of this Agreement shall be valid and enforceable to
                         the fullest extents permitted by law.
                   D.	   This Agreement shall be governed by the laws of the State of California
                         applicable to contracts to be performed within the State, without reference to
                         conflicts of law principles.
                   E.	   This Agreement may be executed in counterparts, all of which, taken together,
                         shall be deemed one original document.



53154v5	                                                                                        Page 20 of22
                     F.	       BART agrees to abide by any future Site rules and regulations, which may be
                               adopted by City or County. Such rules and regulations shall be reasonably
                               developed by City/County and shall be promptly provided to BART.
                     G.	       BART agrees that, except as expressly provided herein, the rights herein are of a
                               temporary, non-exclusive, non-possessory nature and in no event shall this
                               Agreement (excluding expressly the grants of permanent easements and the
                               quitclaim deed described in Article I, PERMANENT EASEMENTS, above) be
                               recorded with the County's Recorder's Office nor shall BART have claim to have
                               any interest in City or County property other than as specifically provided in this
                               Agreement.
                     H.	       The following Exhibits are attached to this Agreement and are hereby
                               incorporated into this Agreement by reference:
                                       Exhibit A-I:      Grant of Permanent Easement: City and County
                                       Exhibit A-2:      Grant of Permanent Easement: City
                                       Exhibit A-3:      Disclaimer Letter
                                       Exhibit B:        Appraisal Map
                                       Exhibit C:        AGT System Description and Scope of Work
                                       Exhibit D:        Insurance Coverages

                     I.	       The Right of Entry given to BART under this Agreement shall be null and void
                               and shall terminate automatically two (2) years from the execution hereof unless
                               BART has commenced construction of the AGT project by that date. The Right
                               of Entry given to BART under this Agreement shall also be null and void and
                               shall terminate if, after commencement of construction, BART fails to complete
                               construction within a period of six (6) years from such commencement date,
                               unless an extended period of time is agreed to in writing by the Parties.

                     1.	       The Authority, for no additional consideration, hereby consents and agrees to all
                               transactions involving the Property set forth in this Agreement.




                                                                Ci~~:~
           County of Alameda

           By:	                                          _      BY:~                            ---­

           Title:	                                        _     Title:         ----:C:::..:i""-ty~A'""d~m~i~n~is~tr~a~to~r'__     _




           ::p~a
                                                                APPro~ to Form an~ality


                                                                By.. y-  ~
                                                                                   ~g                 ~

                           Deputy Cbunty Counsel	                            Deputy City Attorney




53154v5	                                                                                                                    Page 21 of22
                        lameda Cpunty Coliseum Authority




          By:   ~_~_U-_---+--
                       Attorney




          San Francisco Bay Area Rapid Transit District

          By~<k/
          Title:   R@ I £5kfe- fkr;arftne/} -r rYlanarel<..
          Approved as to Fonn

          By:   ---4 ~            a... D'J.M\
                      BART Attorney




53154v5                                                       Page 22 of22
                                EXHIBIT A-I

GRANT OF PERMANENT EASEMENT: CITY AND COUNTY
                                                                                                            ExhibitA-l



           RECORDING REQUESTED BY
           AND
           WHEN RECORDED RETURN TO:
           San Francisco Bay Area
           Rapid Transit District
           300 Lakeside Drive, 22 0d Floor
           Oakland, CA 94612
           Attention: Real Estate De artrnent
                                        SPACE ABOVE THIS LINE FOR RECORDER'S USE

                 The Grantee hereby declares this instrument to be exempt from Recording Fees (Govt. Code Sec. 27383) and

                                   Documentary Transfer Tax (Revenue and Taxation Code Sec. 11922).


          I APN 041-3901-008                                                                     H-I 050-2a (H-l 050-2b
                                                                                                 & H-I050-2c)
                                                                                                 Page lof23



                                                 EASEMENT DEED I

           The CITY OF OAKLAND, a charter city and municipal corporation of the State of California,
           and the COUNTY OF ALAMEDA, a political subdivision of the State of California, hereinafter
           collectively designated "Grantor", in consideration of value paid, the adequacy and receipt of
           which are hereby acknowledged, hereby jointly grant to the SAN FRANCISCO BAY AREA
           RAPID TRANSIT DISTRICT, a rapid transit district, hereinafter designated "Grantee", its
           successors and assigns, subject to the pre-existing property rights of others, all those easements
           in real property more particularly described as follows:

           1.	       EASEMENT DESCRIPTION - PARCEL H-I 050-2a
                     A.	      PARCEL H-I050-2a: a conditional, non-exclusive easement in gross and right­
                              of-way for public transit purposes and all purposes incident thereto, to install,
                              replace, use, inspect, maintain, repair, alter, operate and/or remove a
                              transportation guideway/facility including, but not limited to, elevated guideway,
                              columns, footings, rails, utilities and any and all appurtenances thereto
                              ("Facilities") at Grantee's sole cost, provided that such Facilities would not
                              unreasonably interfere with or restrict use of th~ roads, passageways or Grantor's
                             property by commercial tractor-trailer vehicles or other such large or heavy



53156v4
           H-I050-2a, -2b, -2c - City and County _Coliseum
                                                                                       H-l 050-2a (H-l 050-2b &
                                                                                       H-1050-2c)

                                                                                       Page 2 of23


                            equipment vehicles; over, under, along, across and through a portion of the real
                           property described in the Document recorded April 28, 1964, as Document #
                            AW67532, Official Records of the Alameda County Recorder's Office, in the City
                            of Oakland, County of Alameda, State of California, attached hereto and by
                            reference incorporated herein as Attachment 1, said easement comprising 22,620
                            square feet being more particularly described in the legal description and depicted
                           on the plat titled "H-I050-2a" attached hereto as Exhibit A and by reference
                           incorporated herein.        Parcel H-I050-2a as described in the attached legal
                           description is referred to herein as the "Operating Easement Area".

                           TOGETHER with the non-exclusive right of access to the easement hereinabove
                           described for the purpose of inspecting, maintaining, retrofitting, reconstructing
                           and repairing said Facilities and for inspecting the uses made ofthe land under the
                           aerial portion of the easement by way of such roads or passageways as may now
                           or hereafter exist on Grantor's remaining property; provided, however, that
                           Grantee's exercise of such right of access shall not unreasonably interfere with
                           Grantor's use of Grantor's property.

           II.	    GRANTEE LIMITATIONS AND CONDITIONS FOR PARCEL H-I050-2a
                   The general right to use and enjoy the Operating Easement Area by Grantee shall
                   however, be subject to the following limitations and conditions:
                   A.	     Grantor's obligation to provide access to the Operating Easement Area shall be
                           limited to providing access only via the existing Baldwin Street entrance. In
                           addition, Grantor is not obligated to construct, provide or maintain any additional
                           access to the Facilities, other than the Baldwin Street entrance and does not
                           guarantee or warrant access to the Facilities, except for access existing at the
                           Baldwin gate entrance at the time this Easement Deed is effective, or substantially
                           equivalent access.




53156v4	   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                        H-I050-2a (H-I 050-2b &
                                                                                        H-1050-2c)

                                                                                        Page 3 of23


                  B.	      Prior to accessing the Operating Easement Area, Grantee must obtain all required
                           federal, State, or local permits, licenses and/or approvals relating to the Facilities
                           and to Grantee's presence, installation, operations or work at the Operating
                           Easement Area. Grantee's obligations under this provision include, but are not
                           limited to, obtaining all necessary construction, building or use permits from and
                           in compliance with any appropriate regulatory agency. If any permit, license or
                           approval from any federal, State or local jurisdiction necessary for Grantee's
                           construction activities or intended use of the Operating Easement Area to operate
                           the Facilities is not granted or is revoked, terminated, cancelled or expires without
                           timely renewal, and Grantee fails to cure such event within a reasonable time,
                           Grantor may terminate this grant of easement.
                  C.	      Construction of the Facilities must be in substantial compliance with those plans
                           and specifications approved by Grantor as part of that Facilities Impact Review
                           conducted pursuant to that Right of Entry and Permanent Easement Agreement
                          entered into between Grantor and Grantee. No structures shall be built in the
                           Operating Easement Area other than the elevated guideway, columns and footings
                          necessary to support the elevated guideway.
                  D.	     The Operating Easement Area and any access thereto are provided to Grantee on
                          an "as-is" and "where is" basis, and solely in reliance on Grantee's own
                          investigation and inspection. Grantor has no obligation for maintenance or repair
                          of the Operating Easement Area or access thereto at any time before, during or
                          after the term of this Easement Deed. Grantee acknowledges that it has been
                          given access to the Operating Easement Area, and has investigated and inspected
                          the economic, physical, title, and environmental condition of the Operating
                          Easement Area to its full satisfaction prior to executing this Agreement. Grantee
                          further acknowledges that no representations or warranties of any kind
                          whatsoever, express or implied, have been made by Grantor or any of its officers,
                          agents or employees with respect to any matter, fact or issue concerning the



53156v4   H-I050-2a, -2b, -2c - City and County _Colisewn
                                                                                       H-I050-2a (H-I050-2b &
                                                                                       H-1050-2c)

                                                                                       Page 4 of23


                          Operating Easement Area, its intended use for the Facilities, or this transaction,
                          including without limitation: (1) the structural, functional, or aesthetic condition
                          of Operating Easement Area; (2) soils, seismic, hydrological, geological or
                          topographical conditions and configurations; (3) the condition of utility lines,
                          infrastructure, signage, or public spaces; (4) the square footage area of the
                          Operating Easement Area; (5) the availability of adequate utilities, water, parking,
                          public access, and fire and police protection; (6) the status and nature of any
                          assessment districts and the amount of any assessment liability; (7) present, past
                          or future conformity of the Operating Easement Area with planning, zoning,
                          subdivision and development statutes, ordinances, regulations and permits,
                          building codes, or the general plan; (8) the state of title or any liens or
                          encumbrances on or affecting the Operating Easement Area; or (9) any other
                          matter relating to the Operating Easement Area or to the development or operation
                          of the Facilities on the Operating Easement Area, including, but not limited to,
                          value, feasibility, cost, governmental permissions or entitlements. Grantee has not
                          relied and will not rely on any implied warranties, guaranties, statements,
                          representations, or information about the Operating Easement Area, whether made
                          by Grantor, Grantor's property manager, Grantor's staff or public officials, or any
                          other individual representing or purporting to represent Grantor. Grantee fully
                          releases and discharges Grantor from and relinquishes all rights, claims and
                          actions that Grantee may have against Grantor which arise out of or are in any
                          way connected with the physical or legal condition of the Operating Easement
                          Area. This release applies to all described rights, claims and actions, whether
                          known or unknown, foreseen or unforeseen, present or future. Grantee specifically
                          waives application of California Civil Code, Section 1542, which provides as
                          follows:
                                   "A general release does not extend to claims which the creditor
                                   does not know or suspect to exist in his or her favor at the time of



53156v4   H-I050-2a, -2b, -2c - City and County _Coliseum
                                                                                         H-1050-2a (H-I050-2b &
                                                                                         H-1050-2c)

                                                                                         Page 5 of23


                                   executing the release, which if known by him or her must have
                                   materially affected his or her settlement with the debtor."

                  E.	      In order to maintain security at the Operating Easement Area, only those persons
                           authorized by Grantee and by Grantor may be granted access to the Operating
                           Easement Area. Prior to accessing the Operating Easement Area, Grantee must
                           provide to Grantor a written list of such authorized personnel. At all times,
                           Grantee's personnel must display appropriate and verifiable identification.
                           Grantor is under no obligation to permit access to any person not so designated by
                           Grantee or not displaying such identification.
                  F.	      Grantee's use of and access to and from the Operating Easement Area shall not
                           unreasonably interfere with Grantor's use of Grantor's property. At all times,
                           Grantee shall maintain and are sufficient to maintain a 60-foot turning radius in its
                           use of and access to the Operating Easement Area. As used in this document,
                           "Grantor's use of Grantor's property" includes, but is not limited to, events or
                           activities conducted on Grantor's property by or on behalf of Grantor or Grantor's
                           agents, including but not limited to those activities occurring at the Stadium or
                           Arena facilities on Grantor's property. In addition to the foregoing, Grantee's
                          rights conveyed via this Easement to access the Operating Easement Area are
                           limited by the following:
                           1.	     During baseball season, Grantee shall not use the Baldwin Street entrance,
                                   nor is Grantor obligated to provide alternative access, on days baseball is
                                   played in the Stadium except that Grantee may use the Baldwin Street
                                   entrance until five (5) hours prior to the start of any baseball game. In
                                   doing so, however, Grantee must maintain clear pedestrian and vehicle
                                   access to, from and through the Baldwin Street entrance equal to the
                                   existing pedestrian and vehicle access (as determined by Grantor or its




53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                          H-l 050-2a (H-l 050-2b &
                                                                                          H-I050-2c)

                                                                                          Page 6 of23


                                   agent or designee) to the Baldwin Street entrance existing on the date of
                                   execution of this Easement Deed.
                           2.	     During the football season, Grantee shall not use the Baldwin Street
                                   entrance, or have any workers on the Property, nor is Grantor obligated to
                                   provide alternative access, on the day any football game and for a period
                                   commencing twenty-four (24) hours prior to any football game and ending
                                   five (5) hours after each game. In doing so, however, Grantee and its
                                   contractors, subcontractors, agents and personnel must maintain clear and
                                   safe pedestrian and vehicle access to, from and through the Baldwin Street
                                   entrance equal to the existing pedestrian and vehicle access (as determined
                                   by Grantor or its agent or designee) existing on the date of execution of
                                   this Easement Deed.
                           3.	     For major events at Grantor's property other than baseball and football,
                                   Grantee shall not use the Baldwin Street gate, nor is Grantor obligated to
                                   provide alternative access, on days when such a major event is scheduled,
                                   or otherwise have any workers on the property on the day(s) of any such
                                   event and for a period commencing twenty-four (24) hours prior to such an
                                   event and ending five (5) hours after that event, absent express written
                                   approval of Grantor obtained in advance of entry. A "major event" is
                                   defined as any event scheduled to occur on Grantor's property for which
                                   Grantor anticipates attendance in excess of 15,000 persons. At all times,
                                   Grantee must maintain clear pedestrian and vehicle access to, from and
                                   through the Baldwin Street gate equal to the existing pedestrian and
                                   vehicle access to the Baldwin Street gate. In the case where such a major
                                   event is scheduled, Grantor will notify Grantee of such event, no later than
                                   thirty (30) calendar days in advance of the event, in order to allow Grantee
                                   to alert its personnel of the above access restrictions.




53156v4   H-I050-2a, -2b, -2c - City and County _Coliseum
                                                                                        H-1050-2a (H-1050-2b &
                                                                                        H-1050-2e)

                                                                                        Page 7 of23



                  G.	      Grantee shall be solely responsible for any damage to or loss to the Facilities at
                           the Operating Easement Area resulting from theft, vandalism or from any other
                           cause.    Grantor will not provide security for the Operating Easement Area.
                           Grantee hereby releases Grantor from any responsibility or liability for any claim,
                           injury, death, loss or damage (including but not limited to direct or indirect loss or
                           damage, loss of use, or incidental or consequential loss or damage of any kind) to
                           the Facilities at the Operating Easement Area. Grantee shall also be solely
                           responsible for all death, injury to persons not parties to this Easement Deed
                           (herein "third parties") or damage to third parties' property caused by Grantee's
                           activities.
                  H.	      By accepting this grant, Grantee acknowledges that notice is and was hereby given
                          to Grantee pursuant to California Revenue and Taxation Code Section 107.6 that
                           use or occupancy of any public property pursuant to the authorization herein set
                           forth may create a possessory interest, which may be subject to the payment of
                          property taxes levied upon such interest. Grantee shall be solely liable for, and
                           shall pay and discharge prior to delinquency, any and all possessory interest taxes
                          or other taxes levied against Grantee's right to possession, occupancy, or use of
                          any public property pursuant to any right of possession, occupancy or use created
                          by this Easement Deed. Grantee shall not be barred from appealing any amounts
                          assessed pursuant thereto.
                  1.	     Grantor or its designee shall have the right to inspect and monitor at any time
                          Grantee's activities or the Facilities to confirm compliance with the terms of this
                          Easement Deed or to determine if the activity, equipment or Facilities endanger
                          the public health, safety or welfare.
                  J.	     Grantee shall be solely responsible for the safe maintenance and repair of the
                          Facilities.    Grantee must keep the Facilities, including but not limited to
                          associated fencing or screening, if any, in safe and proper order. Grantee also
                          shall be solely responsible for the timely repair of all damage to the Facilities, the



53156v4   H-1050-2a, -2b, -2e - City and County _Coliseum
                                                                                          H-I050-2a (H-I050-2b &
                                                                                          H-1050-2c)

                                                                                          Page 8 of23


                           Operating Easement Area or to Grantor's property caused by any activity of
                           Grantee, its contractors, employees, agents or business invitees or visitors. In the
                          event Grantor desires to perform repairs or maintenance of its own on its property
                           at the Operating Easement Area, Grantee agrees to coordinate its activities with
                           such repairs and maintenance.
                  K.	      To the fullest extent permitted by law, Grantee agrees to defend, indemnify and
                          hold harmless Grantor, the Oakland Alameda County Coliseum Authority, its
                          Board of Commissioners, the Oakland Coliseum Joint Venture ("OCJV") as
                           operator of the Coliseum Complex, and their respective board members, officers,
                          elected officials, agents, employees, and contractors from all claims, losses,
                          damages, liabilities or expenses, including reasonable attorney fees incurred in the
                          defense thereof, arising out of or in connection with Grantee's activities at the
                           Operating Easement Area or the construction, installation, use, maintenance,
                          repair or removal of the Facilities (collectively "Liabilities"). The only exception
                          to the obligations imposed on Grantee under this provision is for those Liabilities
                          caused solely by the gross negligence or willful misconduct of any indemnitee
                          hereunder.
                  L.	     Hazardous Materials are subject to the following conditions:
                           1.	     "Hazardous Materials" shall mean:
                                   a.	     Any hazardous or toxic wastes, materials or substances, and other
                                           pollutants or contaminants, which are or become regulated by all
                                           applicable local, state and federal laws, including but not limited to
                                           42 U.S.C. 6901 et seq. 42 U.S.c. 9601 et seq. and California
                                           Health and Safety Code Sections 25100 et seq., and 25300 et. seq.;
                                   b.	     Petroleum        and   petroleum-based   products,   by-products and
                                           fractions;
                                   c.	     Asbestos and asbestos-containing materials;
                                   d.	     Polychlorinated biphenyls;



53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                       H-I 050-2a (H-I 050-2b &
                                                                                       H-1050-2c)

                                                                                       Page 9 of23


                                   e.	      Radioactive materials.

                           2.	     Grantor hereby notifies Grantee that the Operating Easement Area may
                                   contain Hazardous Materials.       Grantor shall provide to Grantee all
                                   infonnation, reports or knowledge Grantor has, including all infonnation,
                                   reports, or knowledge Grantor's consultants have provided to Grantor,
                                   with respect to any Hazardous Materials that may exist in, under or about
                                   the Operating Easement Area.
                           3.	     Grantee shall, at its sole expense, as and if applicable, promptly undertake
                                   and complete any and all investigation, treatment, removal, reuse,
                                   handling, transport and/or other remediation and monitoring (collectively
                                   "Response Action"), to the extent that Response Action to complete work
                                   on or operate the Facilities is required by Environmental Laws, (a) of any
                                   Hazardous Materials released by Grantee or its contractors at the
                                   Operating Easement Area, or (b) to the extent of any increase in scope,
                                   boundaries or cost of Response Action for Hazardous Materials present at
                                   the Operating Easement Area ("Pre-Existing Contamination") as a result
                                   of the acts or omissions of Grantee or its contractors.       Grantee shall
                                   perfonn all such Response Action in compliance with all applicable laws
                                   and to the satisfaction of applicable regulatory agencies. If discovery of
                                   any Hazardous Materials within or adjacent to the Operating Easement
                                   Area requires Response Action, Grantee and Grantor shall meet and confer
                                   on an appropriate course of action, including detennining their respective
                                   responsibilities for required actions and associated costs.    Grantee will
                                   provide Grantor with a schedule, testing data, workplan for Hazardous
                                   Materials remediation or removal operations or other infonnation related
                                   to remediation that are reasonably requested by Grantor in a timely
                                   manner. Grantor and Grantee shall cooperate with one another and the



53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                       H-1050-2a (H-1050-2b &
                                                                                       H-1050-2e)

                                                                                       Page 10 of23


                                   applicable government agencies in connection with such Response Action
                                   to identify and pursue third parties who may be liable for any Hazardous
                                   Materials contamination necessitating Response Action.
                           4.	     Grantee shall not introduce or use any Hazardous Materials at the
                                   Operating Easement Area in violation of any applicable law.

                           5.	     To the fullest extent permitted by law, Grantee agrees to defend,
                                   indemnify and hold harmless Grantor, the Oakland Alameda County
                                   Coliseum Authority, its Board of Commissioners, OCJV as operator of the
                                   Coliseum Complex, and their respective officers, elected officials, agents,
                                   employees, and contractors, from all claims, losses, damages, liabilities or
                                   expenses, including reasonable attorney fees incurred in the defense
                                   thereof, for the death of or injury to any person or persons (including
                                   employees of Grantor or Grantor's contractors or agents) or damage to any
                                   property or remediation costs or expenses arising out of or associated in
                                   any way with any Hazardous Materials introduced at the Operating
                                   Easement Area by Grantee or its agents.


                  M.	     Grantee shall not carry on its activities in the Operating Easement Area in a
                          manner that will unreasonably interfere with Grantor's activities on its property
                          adjacent to the Operating Easement Area. Grantor understands and acknowledges
                          that it is the present 'intention of the Grantee to replace, use, inspect, maintain,
                          repair, operate and/or remove public transportation facilities in the Operating
                          Easement Area, and that the consideration received by Grantor reflects any
                          disadvantages or adverse conditions known to exist by reason of the proximity of
                          any real property owned by Grantor adjacent to Grantee's Facilities. Except as
                          qualified herein, this Easement Deed shall not be construed to prohibit Grantor
                          from developing any adjoining property or from the laying out, establishing and




53156v4   H-1050-2a, -2b, -2e - City and County _Coliseum
                                                                                          H-1050-2a (H-1050-2b &
                                                                                          H-1050-2c)

                                                                                      I   Pa e 11 of23


                           constructing of pavement, surfacing of roadways, curbing and gutters along, upon,
                           over or across the Operating Easement Area or any portion thereof.

          III.	   GRANTOR RESERVATION, LIMITATIONS AND CONDITIONS FOR PARCEL H­
                  1050-2a
          The general right to use and enjoy that portion of the Operating Easement Area under the aerial
          portion of the easement hereinabove described is reserved to the Grantor. The general right to
          use and enjoy said land by Grantor, its successors and assigns, shall however, be subject to the
          following limitations and conditions:
                  A.	     No use may be made of the Operating Easement Area which would unreasonably
                           impair the use or impair the safety of said Facilities, or would otherwise interfere
                          with the free flow of aerial transit vehicles thereon or would unreasonably impair
                          the maintenance thereof.
                  B.	     No use may be made of the Operating Easement Area for the manufacture or
                           storage of flammable, volatile, explosive or corrosive substances, and such
                          substances shall not be brought onto said easements except in such quantities as
                          are normally required for Grantee's operations or except as may be transported by
                          rail or pipelines. Installation of any new pipelines, not already present on the
                          Operating Easement Area, carrying volatile substances shall have the written
                          approval of Grantee, which approval shall not be unreasonably withheld,
                          conditioned or delayed. The use of any such substances shall be in conformance
                          with all applicable code requirements.
                  C.	     No hazardous or unreasonably objectionable smoke, fumes, vapors, dust or odors
                          shall be permitted, which would adversely affect the use or maintenance of said
                          Facilities or the traveling public thereon.
                  D.	     No building of combustible construction shall hereafter be constructed on the area
                          of land under the aerial Facilities hereinabove described. Grantee shall be given
                          the opportunity to review and approve plans for any construction within said
                          easement areas 60 days prior to said construction. No buildings, no permanent


53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                 H-1050-2a (H-1050-2b &
                                                                                 H-1050-2c)

                                                                                 Page 12 of23


                        structures, and no advertising display may be constructed within 10 feet of the
                        undersides nor within 7.50 feet (measured horizontally) of the sides of said
                        Facilities without the express written approval of Grantee, which approval shall
                        not be unreasonably withheld, conditioned or delayed.


       IV.     EASEMENT DESCRIPTION -PARCEL H-1050-2b
       PARCEL H-I050-2b: a twelve (12) foot wide non-exclusive easement for access only currently
       on, over, along and across all that real property, in the City of Oakland, County of Alameda,
       State of California, described in Attachment 1 hereto, said access easement comprising 4,221
       square feet being more particularly described in the legal description and depicted on the plat
       titled "H-1 050-2b" in Exhibit A; Grantee's access to this access easement area shall be by way of
       the existing Baldwin Street entrance only. Grantor is not obligated to construct, provide or
       maintain any additional access to that area and does not guarantee or warrant access to the area,
       except for access existing at the Baldwin gate entrance at the time this Easement Deed is
       effective, or substantially equivalent access.


       V.      EASEMENT DESCRIPTION - PARCEL H-1 050-2c
       PARCEL H-I050-2c:           a twelve (12) foot wide non-exclusive easement for access only for
       ingress and egress on, over, along and across all that real property, in the City of Oakland,
       County of Alameda, State of California, described in Attachment 1 hereto, said easement
       comprising 4,619 square feet being more particularly described in the legal description and
       depicted on the plat titled "H-1050-2c", in Exhibit A. Grantee's access to this easement area
       shall be by way of the existing Baldwin Street entrance only.        Grantor is not obligated to
       construct, provide or maintain any additional access to the area and does not guarantee or warrant
       access to the area, except for access existing at the Baldwin gate entrance at the time this
       Easement Deed is effective, or substantially equivalent access.




56v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                     H-1050-2a (H-1050-2b &
                                                                                     H-1050-2e)

                                                                                     Page 13 of23



          VI.	    GRANTEE LIMITATIONS AND CONDITIONS FOR PARCEL H-I050-2b and H­
                  1050-2c
          Parcels H-I050-2b and H-I050-2c which are the subjects of this grant of access only easements
          are referred to collectively herein as the "Maintenance Access Easement Area".


          The general right to use and enjoy the Maintenance Access Easement Area by Grantee shall be
          subject to the following limitations and conditions:
                  A.	      The Maintenance Access Easement Area may be used by Grantee for vehicular
                           access only, and Grantee shall not be allowed to install any structures or
                           improvements or store anything on or in the Maintenance Access Easement Area.
                           Grantee's rights conveyed via this Easement Deed to access the Maintenance
                           Access Easement Area is limited to the Baldwin Street entrance only.
                  B.	      In no event may Grantee's activities at or accessing to or from the Maintenance
                           Access Easement Area interfere with any of Grantor's activities or operations or
                           damage Grantor's property. At all times, Grantee shall maintain an area sufficient
                           to maintain a minimum 60-foot turning radius in its use of and access to and from
                           the Maintenance Access Easement Area. As used in this document, "Grantor
                          activities or operations" include, but are not limited to, the activities and
                          operations conducted on Grantor's property by or on behalf of Grantor or
                          Grantor's agents, including but not limited to those activities occurring at the
                           Stadium or Arena facilities on Grantor's property. Should the Grantor determine
                          that any of Grantee's activities at or accessing the Maintenance Access Easement
                          Area interfere with any Grantor activities or operations or have damaged Grantor
                          property, Grantor shall notify Grantee.      Immediately upon receipt of such
                          notification, Grantee shall proceed to abate or remedy the interference or repair
                          the damage. In the event Grantee fails to remedy or correct the interference or
                          repair the damage within a reasonable time, Grantor, without waiving any other




53156v4   H-1050-2a, -2b, -2e - City and County _Coliseum
                                                                                        H-I050-2a (H-1050-2b &
                                                                                        H-I050-2c)

                                                                                        Page 14 of23


                           rights, may take such action at Grantee's sole cost, as Grantor deems necessary to
                           abate or remedy such interference or repair such damage.
                   C.	      Grantor is not obligated to construct, provide or maintain any additional access to
                           the Facilities and does not guarantee or warrant access to the Facilities, except for
                           access existing at the Baldwin Street entrance at the time this Easement Deed is
                           effective, or substantially equivalent access.
                   D.	      Grantor shall provide reasonable access to the Maintenance Access Easement
                           Area via the Baldwin Street entrance only during normal working hours, which
                            shall be from 7:00 a.m. to 7:00 p.m., Monday through Friday. Grantee shall not
                            deviate from this schedule without Grantor's prior written consent.
                   E.	      Grantee shall plan, organize and perform its activities or work with respect to the
                           Maintenance Access Easement Area in the manner that results in the least amount
                           of disruption to public traffic, to Grantor operations or activities at or near the
                           Maintenance Access Easement Area, and to the peace and quiet of adjoining
                           residential and commercial neighborhoods. At its sole expense, Grantee shall
                           provide all notices, signs, barricades, lights, and other devices, materials, and
                           personnel as may be needed or required by law in connection with the safe and
                           careful performance of its activities or work at the Maintenance Access Easement
                           Area.
                   F.	     The Maintenance Access Easement Area and any access thereto are provided to
                           Grantee on an "as-is" basis. Grantor has no obligation for maintenance or repair
                           of the Maintenance Access Easement Area.
                   G.	     In order to maintain security at the Maintenance Access Easement Area, only
                           those persons authorized by Grantee and Grantor may be granted access to the
                           Maintenance Access Easement Area. Prior to accessing the Maintenance Access
                           Easement Area, Grantee must provide to Grantor a written list of such authorized
                           personnel.     At all times, Grantee's personnel must display appropriate and




53156v4	   H-I050-2a, -2b, -2c - City and County _Coliseum
                                                                                       H-I050-2a (H-l 050-2b &
                                                                                       H-I050-2c)

                                                                                       Page 15 of23


                           verifiable identification. Grantor is under no obligation to permit access to any
                           person not so designated by Grantee or not displaying such identification.

                  H.	      Grantee's use of and access to and from the Maintenance Access Easement Area
                           shall not unreasonably interfere with Grantor's use of Grantor's property. As used
                           in this document, "Grantor's use of Grantor's property" includes, but is not
                           limited to, events or activities conducted on the property by or on behalf of
                           Grantor or Grantor's agents, including but not limited to those activities occurring
                           at the Stadium or Arena facilities on Grantor's property.       In addition to the
                           foregoing, Grantee's rights conveyed via this Easement Deed to access the
                           Maintenance Access Easement Area are limited by the following:
                           1.	     During baseball season, Grantee shall not use the Baldwin Street entrance,
                                   nor is Grantor obligated to provide alternative access, on days baseball is
                                   played in the Stadium except that Grantee may use the Baldwin Street
                                   entrance until five (5) hours prior to the start of any baseball game. In
                                   doing so, however, Grantee must maintain clear pedestrian and vehicle
                                   access to, from and through the Baldwin Street entrance equal to the
                                   existing pedestrian and vehicle access (as determined by Grantor or its
                                   agent or designee) to the Baldwin Street entrance existing on the date of
                                   execution of this Easement Deed.
                          2.	      During the football season, Grantee shall not use the Baldwin Street
                                   entrance, or have any workers on the Property, nor is Grantor obligated to
                                   provide alternative access, on the day of any football game and for a
                                   period commencing twenty-four (24) hours prior to any football game and
                                   ending five (5) hours after each game. In doing so, however, Grantee and
                                   its contractors, subcontractors, agents and personnel must maintain clear
                                   and safe pedestrian and vehicle access to, from and through the Baldwin
                                   Street entrance equal to the existing pedestrian and vehicle access (as




53156v4   H-I050-2a, -2b, -2c - City and County _Coliseum
                                                                                          H-I050-2a (H-I050-2b &
                                                                                          H-1050-2c)

                                                                                          Page 16 of23


                                   detennined by Grantor or its agent or designee) existing as of the date of
                                   execution of this Easement Deed.
                           3.	     For major events at Grantor's property other than baseball and football,
                                   Grantee shall not use the Baldwin Street gate, nor is Grantor obligated to
                                   provide alternative access, on days when such a major event is scheduled,
                                   or otherwise have any workers on the property on the day(s) of any such
                                   event and for a period commencing twenty-four (24) hours prior to such an
                                   event and ending five (5) hours after that event, absent express written
                                   approval of Grantor obtained in advance of entry. A "major event" is
                                   defined as any event scheduled to occur on Grantor's property for which
                                   Grantor anticipates attendance in excess of 15,000 persons. At all times,
                                   Grantor must maintain clear pedestrian and vehicle access to, from and
                                   through the Baldwin Street gate equal to the existing pedestrian and
                                   vehicle access to the Baldwin Street gate. In the case where such a major
                                   event is scheduled, Grantor will notify Grantee of such event, no later than
                                   thirty (30) calendar days in advance of the event, in order to allow Grantee
                                   to alert its personnel of the above access restrictions.

                  I.	     Grantee shall be solely responsible for any damage to or loss of Grantee's
                          personnel, equipment or facilities at the Maintenance Access Easement Area
                          resulting from theft, vandalism or from any other cause. Grantor will not provide
                          security for the Maintenance Access Easement Area. Grantee agrees to release
                          Grantor from any responsibility or liability for any claim, injury, death, loss or
                          damage (including but not limited to direct or indirect loss or damage, loss of use,
                          or incidental or consequential loss or damage of any kind) to Grantee's personnel,
                          equipment or facilities at the Maintenance Access Easement Area. Grantee shall
                          also be solely responsible for all death, injury to persons not parties to this
                          Easement Deed (herein "third parties") or damage to third parties' property caused
                          by Grantee's activities.


53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                     H-1050-2a (H-1050-2b &
                                                                                     H-1050-2c)

                                                                                     Page 17 of23


                  J.	      Grantee and its contractors must maintain the integrity and function of all access
                           roads and fencing and allow Grantor and OCJV continued and unobstructed
                           vehicle access to the Coliseum Complex through all access roads, including
                           Baldwin Street.
                  K.	      To the fullest extent permitted by law, Grantee agrees to defend, indemnify and
                           hold harmless Grantor, the Oakland Alameda County Coliseum Authority, its
                           Board of Commissioners, OCJV as operator of the Coliseum Complex, and their
                           respective board members, officers, elected officials, agents, employees, and
                           contractors from all claims, losses, damages, liabilities or expenses, including
                           reasonable attorney fees incurred in the defense thereof, arising out of or in
                           connection with Grantee's activities at the Maintenance Access Easement Area
                           (collectively "Liabilities"). The only exception to the obligations imposed on
                           Grantee under this provision is for those Liabilities caused solely by the gross
                           negligence or willful misconduct of any indemnitee hereunder.

          VII.    ADDITIONAL TERMS AND CONDITIONS: EASEMENTS
          The grants of easements under this Easement Deed shall be further subject to the following
          general terms and conditions:
                  A.	     Neither this Easement Deed nor any rights hereunder may be transferred or
                          assigned by Grantee, nor shall the Grantee rent to any person or persons or permit
                          the use of any portion of the Property by others not involved in the use of the
                          Facilities without the written consent of Grantor having first been obtained.
                          Despite Grantor's consent, no transfer or assignment shall release Grantee from
                          any of the obligations to be performed under the Easement Deed. As used in this
                          provision, "assignment" shall include but not be limited to any sale, gift, pledge,
                          hypothecation, encumbrance, or other transfer of all or any portion of the rights,
                          obligations, or liabilities in or arising out of this Easement Deed.
                          Notwithstanding the above, Grantee may assign its rights under this Easement



53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                        H-1050-2a (H-l 050-2b &
                                                                                        H-1050-2c)

                                                                                        Pa~e   18 of23


                           Deed, with written notice to Grantor, to any entity which controls, is controlled
                           by, or is under common control with Grantee, provided such entity agrees in
                           writing to assume all of Grantee's obligations under this Easement Deed, and
                           further that such writing is delivered to Grantor prior to the effective date of such
                           assignment. Notwithstanding anything to the contrary contained in this Easement
                           Deed, Grantee may assign, mortgage, pledge, hypothecate or otherwise transfer,
                           with written notice to Grantor, its interest in this Easement Deed to any financing
                           entity, or agent on behalf of any financing entity to whom Grantee (i) has
                           obligations for borrowed money or in respect of guaranties thereof, (ii) has
                           obligations evidenced by bonds, debentures, notes or similar instruments, or (iii)
                           has obligations under or with respect to letters of credit, bankers acceptances and
                           similar facilities or in respect of guaranties thereof.
                  B.	      Grantee shall at all times maintain in force those insurance coverages designated
                           in Attachment 2, by reference incorporated herein, and shall send upon reasonable
                           demand of Grantor, insurance certificates showing proof of required insurance, to
                           Grantor.
                  C.	      Any demand or notice which any Grantor or Grantee shall be required or may
                          desire to make upon or give to the other entities shall be in writing and shall be
                          delivered personally upon the other or be sent by prepaid U.S. mail to the
                          respective parties as follows:
                                   GRANTOR:	                City of Oakland
                                                            Community and Economic Development Agency
                                                            Real Estate Division
                                                            250 Frank Ogawa Plaza, 4th floor
                                                            Oakland CA 94612

                                                            County of Alameda
                                                            c/o General Services Agency
                                                            Real Property Manager
                                                            1401 Lakeside Drive, 6th Floor
                                                            Oakland, CA 94612-4305



53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                        H-I050-2a (H-I 050-2b &
                                                                                        H-1050-2c)

                                                                                        Page 19 of23




                                                            With copies to:

                                                            Oakland Alameda County Coliseum Authority
                                                            Executive Director
                                                            7000 Coliseum Way
                                                            Oakland, CA 94621

                                                            and

                                                            Oakland Coliseum Joint Venture
                                                            General Manager
                                                            7000 Coliseum Way
                                                            Oakland, CA 94621

                                   GRANTEE:	                San Francisco Bay Area Rapid Transit District
                                                            300 Lakeside Drive, 22 nd Floor
                                                            Oakland, CA 94612
                                                            Attention: Manager, Real Estate Department

                          Any party may, from time to time, designate any other address for this purpose by
                          written notice to the other party, given with ten (l0) business days' notice.

                  D.	     All exhibits, attachments and schedules appended hereto are hereby incorporated
                          herein by this reference.
                  E.	     This Easement Deed constitutes the entire agreement and understanding between
                          the parties, and supersedes all offers, negotiations and other agreements
                          concerning the subj ect matter contained herein.          Any amendments to this
                          Easement Deed must be in writing and approved by Grantor and Grantee.
                  F.	     If any provision of this Easement Deed is invalid or unenforceable with respect to
                          any party, the remainder of this Easement Deed or the application of such
                          provision to persons other than those as to whom it is held invalid or
                          unenforceable, shall not be affected and each provision of this Easement Deed
                          shall be valid and enforceable to the fullest extents permitted by law.




53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                       H-1050-2a (H-I050-2b &
                                                                                       H-I050-2c)

                                                                                       Page 20 of23


                  G.	     This Easement Deed shall be governed by the laws of the State of California
                          applicable to contracts to be performed within the State, without reference to
                          conflicts of law principles.
                  H.	     All interests and rights conveyed to Grantee by this Easement Deed shall be null

                          and void and those interests and rights shall terminate automatically and revert to

                          Grantor, unless Grantee has commenced construction of the AGT project

                           described in that certain "Oakland-Alameda County Arena/Coliseum Right of

                          Entry and Permanent Easement Agreement" between Grantor and Grantee (the

                          "ROE Agreement") no later than two (2) years from the date of execution of this

                           Easement Deed. All interests and rights conveyed to Grantee by this Easement

                          Deed shall also be null and void and shall terminate if Grantee fails to provide

                           Grantor with written notice of substantial completion of the project within a

                          period of six (6) years from the date of execution of this Easement Deed. In the

                          event that said interests and rights terminate for either of the two foregoing

                          reasons, Grantor will return the consideration, if any, paid by Grantee for those

                          interests and rights, and the parties will work together in good faith to prepare and

                          execute additional documents, if any are deemed necessary, to effect the

                          reversion. Grantor may agree to extend either the 2-year or the 6-year

                          reversionary periods by written agreement memorialized in an amended Easement

                          Deed to be recorded in the Recorder's Office of the County of Alameda, and other

                          or additional documents as needed.




53156v4   H-I050-2a, -2b, -2c - City and County _Coliseum
                                                                                         H-1050-2a (H-1 050-2b &
                                                                                         H-1050-2c)

                                                                                         Page 21 of23




          Dated this             day of                                      , 2009


                                                            CITY OF OAKLAND


                                                            By:                                             _
                                                                  City Administrator


                                                            Approved as to form and legality

                                                            By:
                                                                  -----------
                                                                  Deputy City Attorney



                                                            COUNTY OF ALAMEDA

                                                            By:                                         _
                                                                  President, Board of Supervisors


                                                            Approved as to form

                                                            By:- - - - - - - - - - -
                                                               Deputy County Counsel




53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                                  H-1050-2a (H-I050-2b &
                                                                                                  H-1050-2c)

                                                                                                  Page 22 of23




          STATE OF CALIFORNIA                   )
                                                )
          COUNTY OF                             )

          On                                          , before me, the undersigned,                                          ,
          a Notary Public, personally appeared                                                                                •
          known to me (or 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 hislher/their
          authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon
          which the person(s) acted, executed the instrument.

          WITNESS my hand and official seal.


          Signature                         _       (Seal)




53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                                  H-I050-2a (H-I050-2b &
                                                                                                  H-I050-2c)

                                                                                                  Page 23 of23




          STATE OF CALIFORNIA                  )
                                               )
          COUNTY OF                            )

          On                                         , before me, the undersigned,                                         _
          a Notary Public, personally appeared                                                                               1


          known to me (or 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 hislher/their
          authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon
          which the person(s) acted, executed the instrument.

          WITNESS my hand and official seal.


          Signature                        _       (Seal)




53156v4   H-1050-2a, -2b, -2c - City and County _Coliseum
                                                                                   APN 041-3901-008
                                                                     H-1050-2a; H-1050-2b; H-1050-2c


            CERTIFICATE OF ACCEPTANCE, GOVERNMENT CODE, SECTION 27281

          This is to certify that the interest in real property conveyed by the foregoing deed or grant to the
          San Francisco Bay Area Rapid Transit District is hereby accepted by the undersigned on behalf
          of the San Francisco Bay Area Rapid Transit District pursuant to authority conferred by
          resolution of the Board of Directors of the San Francisco Bay Area Rapid Transit District entitled
          "In The Matter of Authorizing Acceptance of Deeds and Grants," bearing No. 291, adopted on
          October 24, 1963, and the grantee consents to recordation thereof.



          Dated this            day of                      , 2009



                                            San Francisco Bay Area Rapid Transit District


                                            By:
                                                    Laura Giraud, Manager
                                                    Real Estate Department




53156v4
          H-I050-2a, -2b, -2c - City and County _Coliseum
if

;I­

if

-I                                              .
                                                .                     DEED ANTl EILL OF SALE
•
;.
                                               •
;,


.."
..                                                     OAKL.;:ID-.~-\~:EDI\   CIJ\PITY   COL2:SEL'¥', INC.    J    a l'lon.-prof! t   C   or­




         I
                                            porQtlon organized under the laws of tne State of California, FIRST
..
if


~
                                            FARTY, htl'tty GRAHTS to the CITY OF OAKLAND, a municipal cO-:"poration.

*                                           and to the COUNTY OF ALAMEDA, a political subdivision of tne State
.
         I
*
                                            of California, SECOND fARTIES, in undiviued one-half {1/2} interests
•
;:
if                                          each, all that real property situate in the City of Oakland, County
          1<:'
*         ~;;.
                                            of Alameda, State of California, described                  ~s   follows:
*         y.
•                                                       BEGINNING at the intersection of the northeastern

                                               line of the East Shore Preeway with the southeastern line

                                               of the parcel of lar.d described in the Deed by Ezekiel

                                               Fitch to Henry S. Fitch, dated March 15, 1870, recorded

                                               June 25, 1870 in Book 55 of Deeda, page 444, Alameda County

                                               Records; and running thence along the southeastern line of

                                               said land described ill aaid Deed, North 500 56 1 35" East,

                                               1959.42 feet to the southwestern line of the right of way

                                               of th~ Central Pacific Railway Companyj thence along the

                                                                          0
                                               last named line, North 42 25' 15 11 West, 2501.38 feet to

                                               the northwestern line of the 283 acre tract of land de­ 

                                               scri~ed in the Deed by R. R. Thompson to Alameda Arteeian

                                               Water Company dated November 22, 1899, recorded March 15,

                                               1900 in Dook 728 of Deeds, page 187, Alameda County Records;

                                               thence along last named line the following courses and

                                                                     0
                                               distances: North 89 16' 30" West, 98.48 feet; thence

                                               South 63 02 I 30;/ west, 471.10 fc~t; thent\e South 85 0 39'

                                                         u


                                               3D" West, 263.41 feet; thence South 61 ° 07' 30" West,

                                               861.90 feet to the northeastern line of said East Shore

                                               Freeway; thence along the last named line the following

                                               courses and distances: South 34 0 54 1 16" East, 1237.59

                                                                       Q
                                               feetj thence South 55 05' 44" West, 40 feetj thence

                                               South 34 ° 54 I 16" East, 580 feet; thence North 55 ° 05'

                                               44 11 East, 40 feet; and thence South 34 ° 54'. 16" East

                                               1172.75 feet to the Point of Beginning.


                               !i:~?~'~               FIRST PARTY does hereby SELL, ASSIGN, TRANSFER and SET
                        ....     ':i.

 -' -   .---:-- ~ ..                        OVER unto SECOND PARTIES, in undivided one-half (1/2) interests
                                            each, all of the improvements to be placed upon the above
                                            described real property ty FIRST PARTY.
                                                      This conveyance 1s made subject to all existing liens,
                                            easements, encumbrances, conditions and restric.tivns of record
        . . . . , .. ,,~                    affecting said real property •                                                         nW6753?
                                                      Dated this 28th day of April, 1964.
          . . ,"... ,
           "            ....                                       OAKLAND-ALAMEDA COUNTY COLISr;L'M, INC •
                                                                   By:,       ~~~
                                                                          ~~~Bident
                                                                   By:     /:;"/'''''''''''/'// '/~~_-r"_..c.-/
                                                                                         Assistant                Secretary                           "
                                          ATTACHMENT 1 to Exhibit A-I                                                                                 ~O!




      ; I,
                                                                                . '!   . ~::: . ~;:;::/~~';#.:~S{~t~~t:i~;;ti1:,;".;c;i~
                                                                                                                   .   .   ~ ,).
                                               --------                     ---
                                                                                                                                                                            .. """.





      I
                                                                                                                                         "'W67532
                                THIS IS TO       C:~I.~·1'1:''1.   ~'nLJ~   ::·.c    1:'l~crast     jn re. - ... ?r.O}",r:::; c.t'I:·leyed by u(:t-d




                                                                                                                                                         L.', 1
                                                                                                                                                         -'."




           -j-:.:e.:llQ! b)' its du).,          "i3thor~zl-;!rl     officer.

                           April 28,           1911i_




:
:';~~ VELMA f. M',l.nlN :
                                           .
; .' I·.?}           rkl.Jly ....:1J11 ~   :
• .:\?
•   :0'-
                   A1lmut" c.ounJy
                  SlIIr 01 (;ahl~~.'.·.
                        :
.........................
                                           •

                                                          IN W ITNE,SS WHEREOF
                                                         -----_.cOMJyo! Alameda
                                                                                           1·~"llf1=-'-:,.,-r-,.-':-o-s-,-,   -"'----------==

                                                                                                                                        lit,
                                                                                                                              y ItM4 IIJld II/Jiz,.   D~ri4lIMI   its tJu
                                                  6.., obl1t1t -nn",. .r2--/.    .~                                                    ,11, ~ MIl ~ iIlllti.uwliJirDk
                                                                       u a Z7-7V' ~
                                                  Nol.". !'ubli. i. arwl 'or ....
                                                                              be"--_____               C"""'n l
                                                                                                                        :rn .....Lc...:=---...-Y
                                                                                                                        Alame~
    c...~.,.,... Fo"" No. 2S-{Aclm<J"Il<l_ C",.•.,..•·•.. )                                                                       0                    s_   t ~••• ~!.
                      cc. C. s.c.. 1190-11110_0 ~- • .                       JoI,   e-...i....... £apin- Octobe"" 2Q, 1 9 6 4 " --.-­
                                                                                              P. ~ ft~ ....••..- . .,••.• np"'l~~
                                                                                              .iJ."
                                                                                                 ..•...• •.•• _ ••••••. _._ - _.•.
                                                                                                            _~._                   _ -:. --:
                                                                                                                                         ~




               nu:    gO:\.RD OF SL'?EF.\,[SORS OF THE COUNTI' OF AL:\M.Ei.J:\. STATE Of CALlfORNIA

 Gil lIlUliun 0f S;J;·.~:vi!~'r~:.:~.t9                                , Secondc-d b:' Sup~·!"',isor,                   liaftDe)'
                                       .
 :lnd approved ;,~.. the following VOIC.

 Aye'S: :)l,per. isv'$              JieJ'J,no~ .~,u'::"~ ••. Bueto          Sn:eoe;r.. &Dd. ..ChaJ.zMn..~1.                         ·S··
             .                  .
 NoC"~:SUI-,cr vul'I>              1'lo.ne......               .       _                                                  ­                                              .
 Excused or Aoscm: Sllpc,-.isur~.. ~................           .       "                                           -                         _
           -              .

 TH~ FOLLUWING                 R.E.5OLi.JTION 'S/ },5 }.DOPTED:                                                        NUMBER.           107fi:l8 .
                                                                                                                                              _

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 heNbT           1.    autbDr1Hd aad              d1..I'M~ecl      'io . .W   ...    1U. . .            V~               _          ..

 %;..~a..
       ....     --er Or the eauaty or ".1"                          hI~    .. _        et 1'1_              Be     ...        a _ ...
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 - ..... 2 _                                of . . . . . 11 ...    cau.     OR. .          a.          -'L .....n . . . .
 CouJtb' of Ale.da,                           ~t7 fit        o,kl_t"               OIkl.' A3                  p" 171.'                   _~ ••                     ;b
                                    ==- t'~.b
                                                                                                                                                              "_1':'-


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 Att-.aq -. 8IId be                    be,,- II _bWl.Hd ... 4lvnMd to                                                    , IFat.C             Wi • •

 1D . . . . 111'" _. . . .u.-..... Bulk ....~ . . . . .tt;~ . " ' " tM
 ."11..               to. ot     8&14 • • 1           a' .
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t~                wi'" '.0. I" 'e __                         .~,                     "._               sa   tit . . . . .., ...
... . . . . .'1_ tMNet h . , . ,                                               .

                                       AW67532.                                     I CERTWY 1 HAT lH£ ~Or~EGOING.\S A COR

                                                                                    RECT COpy OF A RESOLUTION ADOPTED fff
               RECORDED   at   REQUEST OF                                           THE BOARD OF  'SUPERYtPr2 ~~~r-
                                                                                    COUNTY, CALlI'ORNlA._._••••__ o/                              _
               Title Insurance & Trust Co
                                                                                    '1TE5T _o fil1L~!Llir4 _.,__.. '._
          Al        JI·J~M.                                                           dACIi: G. BLUE. COlJNrt CLERK

                                                                                          8< EX-OFFJC10 CLERK OF

                   APR 281964                                                                HE BOAADOF                  VISORS


              OFFICIAL RECORDS OF

           ALAMEDA COUNTY. CALJFORN1,\

               JACK G. BL.UE
                     COUNTY RtCDRDlR




 /)H

                                                                                                                                                                        ..;:


                                                                                                                               ."    ,   .
                                                                                                 H-1050-2a


                                               EXHIBIT 'A'


Certain real property situate in the City of Oakland, County of Alameda, State of California, described as
follows:

A portion of the real property described in the Deed & Bill of Sale to City of Oakland and County of
Alameda recorded April 28, 1964 as Document No. AW67532, and shown on Reel 1188 at Image 636,
Official Records of Alameda County, said portion being more particularly described as follows:


Beginning for reference at the easternmost corner of the parcel of land described in the deed referred to
hereinabove, said point of beginning being located at North 2100019.30, East 6071377.37; thence North
41° 17' 41" West along the northeastern boundary line of said parcel, a distance of 369.29 feet to the
True Point of Commencement of the parcel of land described herein; thence continuing along said
northeastern line, North 41° 17' 41" West, 92.09 feet; thence leaving said northeastern line, South 8° 48'
38" West, 14.23 feet; thence South 48° 42' 29" West, 23.68 feet; thence South 41 ° 28' 48" East, 21.92
feet; thence Southerly along a curve to the left from a tangent which bears South 4° 33' 54" West, said
curve having a radius of 500.00 feet through a central angle of 12° 56' 31" an arc distance of 112.94 feet;
thence South 8° 22' 37" East, 328.20 feet; thence Southerly along a tangent curve to the left having a
r~dius   of 550.00 feet through a central angle of 5° 58' 19" an arc distance of 57.33 feet to the
southeastern boundary line of the above referred to lands of City of Oakland and County of Alameda;
thence North 52° 00' 25" East along said southeastern line, 46.14 feet; thence leaving said southeastern
line, Northerly along a curve to the right from a tangent which bears North 12° 58' 55" West, said curve
having a radius of 650.00 feet through a central angle of 4° 36' 18" an arc distance of 52.24 feet; thence
North 8° 22' 37" West, 236.84 feet; thence Northerly along a tangent curve to the right having a radius of
540.00 feet, through a central angle of 15° 26' 45" an arc distance of 145.57 feet; thence North 48° 42'
29" East, 17.09 feet to the True Point of Commencement.


The above described parcel of land contains an area of 22,620 square feet, more or less.


Coordinates and bearings used in the above description are based on the California Coordinate System
of 1983, Zone III, Epoch 1991.35 and distances are grid distances.       Multiply distances described by
1.0000707 to obtain ground distance.


This real property description was prepared by me or under my direction in conformance with the
Professional Land Surveyors Act.




Date
                                                                                                       Lands of City of Oakland and County of Alameda
 SURVEYOR'S STATEMENT:                                                                                                    A Portion of                                                                                               S08"48'38"W
 This plat was prepared by me
 or under my direction in                                                                                 Doc. No. (1964) AW 67532 Official Records
 conformance with the Land                                                                                              Alameda County
 Surveyor's Act in September, 2007                                                                                   APN: 041-3901-008
                                                                                                                                                                                             l."",2.g.\.·      R=500LOO'
                                                                                                                                                                                               --­        6",12·56'31"
                                                                                                                                --------"
                                                                                                                         (r\­ ~ 050 - 2'q..1
                                                                                                                         "'"---------­

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                                                                                                                                                            I
                                                                                                                                                                                  R=540.00'


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                         OAKlAND COUSEUM
                                                                                        ,,'-----­                                                                                             ~«) ~~/ •• /a-ti
                                                                                                                                                                             /             ~ ~
                                                                                         041-390"
                                                                                          1-4                                                          ,,                   /~~          (,0 00
                                                                                                      LEGEND:                                                          ~,,~'"      -.<:-0 <v~
                                                                        /       r--__):                                                                            ~  ...
                                                                                                                                                                  ~         N 2100019.30
           "                                                    //"'"
                                                                , , /,/                           /   P.O.B.           Point of Beginning                                   E 6071377.37
               ,.              _~m~
                                                               ....
                                                               /~
                                                                                /
                                                                                    ;         /
                                                                                                  ;                                                               (REF: RS 990 BK 18 PG 50-60)
                '"

'N:042-4328-1-26.. •.
                     ,                                / ,/ ~
                                                      '/
                                                               .Ll~        .
                                                                          -<../.
                                                                            /             /           T.P.O.C.
                                                                                                       (R)
                                                                                                                   -
                                                                                                                   -
                                                                                                                       True Point of Commencement
                                                                                                                       Radial
"-"-"-"- --'"                                        ./                 /' '. /                                                                                                                                         ____-z   I
                                                                                                                                                                                                                                     ---1~-
                           ,                        /,dl              ,      ''''',
                                                                                                                       Radius
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                                    "
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                                            ,
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                                                               /
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                                                                                    ,'>-,­ '':''-..     R
                                                                                                        L              Length of Arc                                                                      60                    0          30      60

                                                                                                                                                                                                           ~           ...                 I        I
                    .                           Location Detail
                                                                                                      ,6,(Delta)   -   Central Angle of Arc


        ---~--                                   Not to Scale                                                                                                                                                              SCALE: '"=60'

COORDINATES, BEARINGS AND DISTANCES SHOWN ARE BASED ON THE
                                                                                                                                                                                                                       EXHIBIT" A"

                                                                                                                                                  til
CALIFORNIA 600RDINATE SYSTEM ZONE III, NAD 83, EPOCH 1991.35.
MULTIPLY DISTANCES SHOWN BY 1.0000707 TO OBTAIN GROUND LEVEL
DISTANCES.                                                                                                                                                                                        ALAMEDA Co. I            RTE. OAK             RRE/SL
ALL DISTANCES ARE IN FEET AND/OR DECIMALS THEREOF, EXCEPT AS
NOTED.
                                                                                                                                       SCALE: 1"=60'          DATE: 10-18-07                     DR.NO.                H-1050-2a
        Q/2l106/060!104I/PLATS/H-IOSO-2a.DWG
                                                                                                  H-1050-2b


                                                EXHIBIT 'A'

Certain real property situate in the City of Oakland, County of Alameda, State of California, described as
follows:


A portion of that real property described in the Deed & Bill of Sale to the City of Oakland and County of
Alameda recorded April 28, 1964 as Document No. AW67532, as shown on Reel 1188 at Image 636,
Official Records of Alameda County, said portion being more particularly described as follows:


Beginning for reference at the easternmost corner of the parcel of land described in the deed referred to
hereinabove, said point of beginning being located at North 2100019.30, East 6071377.37; thence alon~
the northeastern boundary line of said parcel N41 017 41 "W, 60.94 feet to a point of cusp; thence leaving
last said line Southerly along a curve to the right from a tangent which bears 541°17'41 "E, said curve
having a radius of 93.46 feet through a central angle of 32°43'05" an arc length of 53.37 feet; thence
S52°00'25"W, 3.19 feet; thence Westerly along a curve to the left from a tangent which bears
S89°43'26"W, said curve having a radius of 57.66 feet through a central angle of 8°11 '18" an arc length of
8.24 feet to the True Point of Commencement of the parcel of land described herein; thence continuing
Westerly along last said curve to the left having a radius of 57.66 feet through a central angle of 12°01'37"
an arc length of 12.10 feet; thence Northwesterly along a curve to the left from a tangent which bears
N21 °18'42"W, said curve having a radius of 229.02 feet through a central angle of 19°58'59" an arc length
of 79.88 feet; thence N41 °17'41"W, 265.98 feet; thence Northerly along a curve to the right from a
tangent which bears N06°25'39"E, said curve having a radius of 540.00 feet through a central angle of
0°38'29" an arc length of 6.04 feet; thence N48°42'29"E, 7.51 feet; thence S41 °17'41 "E, 270.02 feet;
thence Southeasterly along a tangent curve to the right having a radius of 241 .02 feet through a central
angle of 20°19'29" an arc length of 85.50 feet to the True Point of Commencement.


The above described parcel of land contains an area of 4,221 square feet, more or less.


Coordinates and bearings used in the above description are based on the California Coordinate System
of 1983, Zone III, Epoch 1991.35 and distances are grid distances. MUltiply distances described by
1.0000707 to obtain ground distance.
                                                                                                      Lands of City of Oakland and County of Alameda
SURVEYOR'S STATEMENT:                                                                                                    A Portion of                                                                                    ~
This plat was prepared by me
or under my direction in                                                                                 Doc. No. (1964) AW 67532 Official Records                                                                                ""­
conformance with the Land                                                                                              Alameda County
                                                                                                                                                            '-          ......
                                                                                                                                                                                                            t/Y.'- ;:­
                                                                                                                                                                                                             -......:.
                                                                                                                                                                                                                ......
                                                                                                                                                                                                                                        ""­
                                                                                                                                                                                                                                              ..............

S,""""s Act ;\ Septembe" 200'                                                                                         APN: 41-3901-8          . . . , l/Y.'-. ..............
                                                                                                                                                       -. . . :. . ~                                                   ,OS,'

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                                                                                                                                               Ace o, 4,22
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                   (REF:                                                      50-60)




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                         APN: 041-3901-8
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APN: 042-4J28 '" HEGENIIERGER
       -1-26..
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                                                                                   " ''<.-­                     LEGEND:                                                                                                  50                             0                          25      50


          ,                    Location Detail

                                                                                                                P.O.s.     -   Point of Beginning
                                                                        ~. ~                                                     I          I
    --"7-­                      Not to Scale
                                                                                                                T.P.O.C.       True Point of Commencement
                                                                                                                                                                                                                                     SCALE: 1"=50'


COORDINATES, BEARINGS AND DISTANCES SHOWN ARE BASED ON THE
                                                                                                                                                                                                                                  EXHIBIT "A"

                                                                                                                                                     tD
CALIFORNIA COORDINATE SYSTEM ZONE III, NAD 83, EPOCH 1991,35.
MULTIPLY DISTANCES SHOWN BY 1.0000707 TO OBTAIN GROUND LEVEL
DiSTANCES.                                                                                                                                                                                           ALAMEDA CO. I                       RTE. OAK                                       EKIEM
ALL DISTANCES ARE IN FEET AND lOR DECIMALS THEREOF, EXCEPT AS
NOTED.
                                                                                                                                       SCALE: 1"=50'             DATE: 10-18-07                    DR.NO.                            H-1050-2b
      Q/2006/0609041/PLATS/H-l050-3B.OM;
                                                                                                  H-1050-2c


                                                EXHIBIT 'A'

A portion of that real property described in the Deed & Bill of Sale to the City of Oakland and County of
Alameda recorded April 28, 1964 as Document No. AW67532, as shown on Reel 1188 at Image 636,
Official Records of Alameda County, said portion being more particularly described as follows:


Beginning for reference at the easternmost corner of the parcel of land described in the deed referred to
hereinabove, said point of beginning being located at North 2100019.30, East 6071377.37; thence along
the northeastern boundary line of said parcel N41 °1741 "W, 461.38 feet; thence leaving last said line
S08°48'38"W, 14.23 feet; thence S48°42'29"W, 23.68 feet; thence S41°28'48"E, 21.92 feet; thence
Southerly along a curve to the left from a tangent which bears S04°33'54"W, said curve having a radius of
500.00 feet through a central angle of 12°56'31" an arc length of 112.94 feet to the True Point of
Commencement of the parcel of land described herein; thence S08°22'37"E, 328.20 feet; thence
Southerly along a tangent curve to the left having a radius of 550.00 feet through a central angle of
5°58'19" more or less an arc length of 57.33 feet more or less to the southeastern boundary line of the
parcel of land described in the deed referred to hereinabove; thence along said southeastern boundary
line S52°00'25"W, 13.07 feet; thence leaving last said line Northerly along a curve to the right from a
tangent which bears N14°53'00"W, having a radius of 562.00 feet through a central angle of 6°30'23" an
arc length of 63.82 feet; thence N08°22'37"W, 320.44 feet; thence N48°42'29"E, 14.29 feet to the True
Point of Commencement.


The above described parcel of land contains an area of 4,619 square feet, more or less.


Coordinates and bearings used in the above description are based on the California Coordinate System
of 1983, Zone III, Epoch 1991.35 and distances are grid distances. Multiply distances described by
1.0000707 to obtain ground distance.


This real property description was prepared by me or under my direction in conformance with the
Professional Land Surveyors Act.




Date
 SURVEYOR'S STATEMENT:
 This plat was prepared by me                                                                                                 Lands of City of Oakland and County of Alameda
                                                                                                                                                 A Portion of
                                                                                                                                                                                                                                     ~*~
 or under my direction in
 conformance with the Land                                                                                                       Doc. No. (1964) AW 67532 Official Records
 Surveyor's Act in September, 2007.
                                                                                                                                               Alameda County
                          \                   #J
                                              ·7
                                                                                                                                              APN: 41-3901-8                                                              60              0          30       60


                                        ~~
                                                                                                                                                                                                                          ....                        I           I
                              \
                                   1\40)/                                                                                                                                                                                            SCALE: '"=60'
      ,. \­ 1t--­
552"00 25 W~L""63ii>fo_
             13.07'                         4""6·.iO~ " - - _
-­      _ _ _                               R""56,:3

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                                       \ 4: 550.
                                                 00:i:
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                                                                                           ........                  ---.


,. _-----.---------::::-.--=~-~-------~
     \,.'                         1\-         _-,'-
                                                                                           r-      •
                                                                                                       --.....
                                                                                                                            LEGEND:                                                        ----_J
----' ...             -----------------                                                              /./---..
                                                                                                                            P.O.B.       -   Point of Beginning


                                                                  ,
                  .

/,,,-~~
                      ,".
                            HEGENIIERGER IlOHl                     /

                                                           . ,.(.'f'
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                                                                                       /
                                                                                           /
                                                                                                ./            ./
                                                                                                                 /
                                                                                                        . / •.:fi'
                                                                                                                            T.P.O.C.     - True Point of Commencement                      \
                                                                                                                                                                                               \

  1:042-4J2II-l-ia-..                                      ,po                 .;(.,              ./ <!''!,.,
                      '--'--'"                   ' A'"                  ./ -      "',,<"< o{f               ~
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                                                                                                                                                                                                   N 2100019.30
  __z - -    I
                                       Location Detail
                                                                                                                                            E 6071377.37 (REF: RS 990 BK 18 PG 50-60)
              I
                                        Not to Scale

     COORDINATES, BEARINGS AND DISTANCES SHOWN ARE BASED ON THE
     CALIFORNIA COORDINATE SYSTEM ZONE III, NAD 83, EPOCH 1991.35.
     MULTIPLY DiSTANCES SHOWN BY 1.0000707 TO OBTAIN GROUND LEVEL
     DISTANCES.
     ALL DISTANCES ARE IN FEET AND/OR DECIMALS THEREOF, EXCEPT AS
     NOTED.
            O/2006/0609041/PLATS!H-l050-3a.dwg
                                                                                                                                                                            m           DATE: 10-18-07
                                                                                                                                                                                                                 ALAMEDA CO. I


                                                                                                                                                                                                                 DR.NO.
                                                                                                                                                                                                                               EXHIBIT "A"
                                                                                                                                                                                                                                   RTE. OAK


                                                                                                                                                                                                                                 H-1050-2c
                                                                                                                                                                                                                                                          EK/EM
                                                                  ATTACHMENT 2


                                                                    APN 041·3901·008

                                                      Parcel No. H·1050·2a (H·1050·2b & H·1050·2c)

                                                                           and

                                                                   APN 042·4328·001·26

                                                      Parcel No. H·1070·2b (H·1070.2c & H·1070·2d)

                                                                     Easement Deed

                                                               INSURANCE REQUIREMENTS
 Without limiting any other obligation or liability under this Easement Deed, the Grantee, at its sole cost and expense, shall secure and keep in force
 the following insurance coverage, limits and endorsements:
                       TYPE OF INSURANCE COVERAGES                                                           MINIMUM LIMITS

  A     Commercial General Liability                                                    $1,000,000 per occurrence (CSL)
        Premises Liability; Products and Completed Operations; Contractual              Bodily Injury and Property Damage
        Liability; Personal Injury and Advertisino Liability
  B     Workers' Compensation (WC) and Employers Liability (EL)                         WC: Statutory Limits
        Required for all contractors with employees                                     EL:	 $100,000 per accident for bodily injury or disease

 C      Endorsements and Conditions:
        1.	 ADDITIONAL INSURED: General Liability Insurance Policies shall be endorsed to name as additional insured: the City, the
            County, the Authority, its Board of Commissioners, the Oakland Alameda County Coliseum Inc., its Board of Directors, Oakland
            Coliseum Joint Venture as operator of the Coliseum Complex, and their respective board members, officers, elected officials,
            agents, employees and contractors.
        2.	 DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Easements.
        3.	 REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the
            Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of these Easements, insurance effected or procured
            by the facility user shall not reduce or limit facility user's contractual obligation to indemnify and defend the Indemnified Parties.
        4.	 INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:VII
            or equivalent, shall be admitted to the State of California unless otherwise waived by Risk Management, and with deductible
            amounts acceptable to the City and the County. Acceptance of Grantee's insurance shall not relieve or decrease the liability of
            Grantee hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the
            sole responsibility of the policy's named insured.
        5.	 CONTRACTORS: Grantee shall furnish separate certificates and endorsements for its contractors. All coverages for
            contractors shall be subject to all of the reqUirements stated herein.
       6.	 JOINT VENTURES: If Grantee is an association, partnership or other joint business venture, required insurance shall be
           provided by anyone of the following methods:
           - Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured" (covered
               party), or at minimum named as an "Additional Insured" on the other's policies.
           - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.
       7.	 CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice
           to the City of Oakland/County of Alameda cancellation.
       8.	 CERTIFICATE OF INSURANCE: Prior to receiving permission to use the facilities, Grantee shall provide Certificate(s) of
           Insurance or letter of self insurance satisfactory to City or County, evidencing that all required insurance coverage is in effect.
           The County reserves the rights to require the Grantee to provide complete, certified copies of all required insurance policies.
           The require certificate(s) and endorsements must be sent to:
                City of Oakland                                              County of Alameda

                250 Frank Ogawa Plaza, 4th Floor                             1401 Lakeside Drive

                Oakland, CA 94612                                            Oakland, CA 94612




Rev 11.01.07
                     EXHIBIT A-2

GRANT OF PERMANENT EASEMENT: CITY
                                                                                                         ExhibitA-2



          RECORDING REQUESTED BY
          AND
          WHEN RECORDED RETURN TO:
          San Francisco Bay Area
          Rapid Transit District
          300 Lakeside Drive, 22 nd Floor
          Oakland, CA 94612
          Attention: Real Estate De artrnent
                                       SPACE ABOVE THIS LINE FOR RECORDER'S USE

               The Grantee hereby declares this instrument to be exempt from Recording Fees (Govt. Code Sec. 27383) and
                                 Documentary Transfer Tax (Revenue and Taxation Code Sec. 11922).

          APN 042-4328-001-26      I                                                         H-I070-2b (H-I 070-2c
                                                                                             & H-I070-2d)
                                                                                             Page I of 16



                                                EASEMENT DEED

          The CITY OF OAKLAND, a charter city and municipal corporation of the State of California,
          hereinafter designated "Grantor", in consideration of value paid, the adequacy and receipt of
          which are hereby acknowledged, hereby grant to the SAN FRANCISCO BAY AREA RAPID
          TRANSIT DISTRICT, a rapid transit district, hereinafter designated "Grantee", its successors
          and assigns, subject to the pre-existing property rights of others, all those easements in real
          property more particularly described as follows:


          I.       EASEMENT DESCRIPTION -PARCELS H-I070-2b and H-I070-2c

          PARCEL H-I070-2b and PARCEL H-I070-2c:                         Conditional, non-exclusive easements m
          gross and right-of-way for public transit purposes and all purposes incident thereto, to install,
          replace, use, inspect, maintain, repair, alter, operate and/or remove a transportation
          guideway/facility including, but not limited to, elevated guideway, columns, footings, rails,
          utilities and any and all appurtenances thereto ("Facilities") at Grantee's sole cost, provided that
          such Facilities would not unreasonably interfere with or restrict use of the roads, passageways or
          Grantor's property by commercial tractor-trailer vehicles or other such large or heavy equipment
          vehicles; over, under, along, across and through a portion of the real property described in the



53892v3
          H-1070-2b, -2c, -2d - City_Coliseum
                                                                                          H-1070-2b (H-1070-2c &
                                                                                          H-1070-2d)

                                                                                          Page 2 of 16



          Document recorded March 15, 1966, as Document # AY33047, Official Records of the Alameda
          County Recorder's Office, in the City of Oakland, County of Alameda, State of California,
          attached hereto and by reference incorporated herein as Attachment 1, said easements comprising
          of a total of 3,648 square feet being more particularly described in the legal descriptions and
          depicted on the plats titled "H-I070-2b" and "H-1070-2c", attached hereto as Exhibit A and by
          reference incorporated herein.        Parcel H-I070-2b and Parcel H-1070-2c as described in the
          attached legal descriptions are referred to herein as the "Operating Easement Area."
          TOGETHER with the non-exclusive right of access to the easements hereinabove described for
          the purpose of inspecting, maintaining, retrofitting, reconstructing and repairing said Facilities
          and for inspecting the uses made of the land under the aerial portion of the easements by way of
          such roads or passageways as may now or hereafter exist on Grantor's remaining property;
          provided, however, that Grantee's exercise of such right of access shall not unreasonably
          interfere with Grantor's use of Grantor's property.

          II.	      GRANTEE LIMITATIONS AND CONDITIONS FOR PARCELS H-I070-2b and
                    H-I070-2c

          The general right to use and enjoy the Operating Easement Area by Grantee shall however, be
          subject to the following limitations and conditions:
                 A.	 Except as otherwise provided herein, Grantor is not obligated to construct, provide or
                    maintain any additional access to the Facilities and does not guarantee or warrant access
                    to the Facilities, except for access existing at the time this Easement Deed is effective, or
                    substantially equivalent access.
                 B.	 Prior to accessing the Operating Easement Area, Grantee must obtain all required federal,
                    State, or local permits, licenses and/or approvals relating to the Facilities and to Grantee's
                    presence, installation, operations or work at the Operating Easement Area. Grantee's
                    obligations under this provision include, but are not limited to, obtaining all necessary
                    construction, building or use permits from and in compliance with any appropriate
                    regulatory agency. If any permit, license or approval from any federal, State or local


53892v3   H-1070-2b, -2c, -2d - City_Coliseum
                                                                                         H-I070-2b (H-I 070-2e &
                                                                                         H-I070-2d)

                                                                                     I   Pa	 e 3 of 16


                  jurisdiction necessary for Grantee's construction activities or intended use of the
                  Operating Easement Area to operate the Facilities is not granted or is revoked,
                  tenninated, cancelled or expires without timely renewal, and Grantee fails to cure such
                  event within a reasonable time, Grantor may tenninate this grant of easement.
              C.	 Construction of the Facilities must be in substantial compliance with those plans and
                  specifications approved by Grantor as part of that Facilities Impact Review conducted
                  pursuant to that Right of Entry and Permanent Easement Agreement entered into between
                  Grantor, Grantee, and the County of Alameda.          No structures shall be built in the
                  Operating Easement Area other than the elevated guideway, columns, and footings
                  necessary to support the elevated guideway.
              D.	 The Operating Easement Area and any access thereto are provided to Grantee on an "as­
                  is" and "where is" basis, and solely in reliance on Grantee's own investigation and
                  inspection.     Grantor has no obligation for maintenance or repair of the Operating
                  Easement Area or access thereto at any time before, during or after the tenn of this
                  Easement Deed. Grantee acknowledges that it has been given access to the Operating
                  Easement Area, and has investigated and inspected the economic, physical, title, and
                  environmental condition of the Operating Easement Area to its full satisfaction prior to
                  executing this Agreement.      Grantee further acknowledges that no representations or
                  warranties of any kind whatsoever, express or implied, have been made by Grantor or any
                  of its officers, agents or employees with respect to any matter, fact or issue concerning the
                  Operating Easement Area, its intended use for the Facilities, or this transaction, including
                  without limitation: (1) the structural, functional, or aesthetic condition of Operating
                  Easement Area; (2) soils, seismic, hydrological, geological or topographical conditions
                  and configurations; (3) the condition of utility lines, infrastructure, signage, or public
                  spaces; (4) the square footage area of the Operating Easement Area; (5) the availability of
                  adequate utilities, water, parking, public access, and fire and police protection; (6) the
                  status and nature of any assessment districts and the amount of any assessment liability;
                  (7) present, past or future conformity of the Operating Easement Area with planning,



53892v3   H-I070-2b, -2e, -2d - City_Coliseum
                                                                                     H-1070-2b (H-1070-2e &
                                                                                     H-1070-2d)

                                                                                     Page 4 of 16



                  zonmg, subdivision and development statutes, ordinances, regulations and pennits,
                  building codes, or the general plan; (8) the state of title or any liens or encumbrances on
                  or affecting the Operating Easement Area; or (9) any other matter relating to the
                  Operating Easement Area or to the development or operation of the Facilities on the
                  Operating Easement Area, including, but not limited to, value, feasibility, cost,
                  governmental pennissions or entitlements. Grantee has not relied and will not rely on any
                  implied warranties, guaranties, statements, representations, or information about the
                  Operating Easement Area, whether made by Grantor, Grantor's property manager,
                  Grantor's staff or public officials, or any other individual representing or purporting to
                  represent Grantor. Grantee fully releases and discharges Grantor from and relinquishes
                  all rights, claims and actions that Grantee may have against Grantor which arise out of or
                  are in any way connected with the physical or legal condition of the Operating Easement
                  Area. This release applies to all described rights, claims and actions, whether known or
                  unknown, foreseen or unforeseen, present or future. Grantee specifically waives
                  application of California Civil Code, Section 1542, which provides as follows:
                          "A general release does not extend to claims which the creditor does not
                          know or suspect to exist in his or her favor at the time of executing the
                          release, which if known by him or her must have materially affected his
                          settlement with the debtor."

              E.	 In order to maintain security at the Operating Easement Area, only those persons
                  authorized by Grantee and by Grantor may be granted access to the Operating Easement
                  Area. Prior to accessing the Operating Easement Area, Grantee must provide to Grantor a
                  written list of such authorized personnel. At all times, Grantee's personnel must display
                  appropriate and verifiable identification. Grantor is under no obligation to pennit access
                  to any person not so designated by Grantee or not displaying such identification.
              F.	 Grantee shall be solely responsible for any damage to or loss to the Facilities at the
                  Operating Easement Area resulting from theft, vandalism or from any other cause.
                  Grantor will not provide security for the Operating Easement Area.         Grantee hereby


53892v3   H-I070-2b, -2e, -2d - City-Coliseum
                                                                                         H-I070-2b (H-I070-2e &
                                                                                         H-I070-2d)

                                                                                         Page 5 ofl6


                    releases Grantor from any responsibility or liability for any claim, injury, death, loss or
                    damage (including but not limited to direct or indirect loss or damage, loss of use, or
                    incidental or consequential loss or damage of any kind) to the Facilities at the Operating
                    Easement Area. Grantee shall also be solely responsible for all death, injury to persons
                    not parties to this Easement Deed (herein "third parties") or damage to third parties'
                    property caused by Grantee's activities.
              G.	 By accepting this grant, Grantee acknowledges that notice is and was hereby given to
                    Grantee pursuant to California Revenue and Taxation Code Section 107.6 that use or
                    occupancy of any public property pursuant to the authorization herein set forth may create
                    a possessory interest which may be subject to the payment of property taxes levied upon
                    such interest. Grantee shall be solely liable for, and shall pay and discharge prior to
                    delinquency, any and all possessory interest taxes or other taxes levied against Grantee's
                    right to possession, occupancy, or use of any public property pursuant to any right of
                    possession, occupancy or use created by this Easement Deed. Grantee shall not be barred
                    from appealing any amounts assessed pursuant thereto.
              H.	   Grantor or its designee shall have the right to inspect and monitor at any time Grantee's
                    activities or the Facilities .to confinn compliance with the tenns of this Easement Deed
                    and to detennine if the activity, equipment or Facilities endanger the public health, safety
                    or welfare.
              I.	 Grantee shall be solely responsible for the safe maintenance and repair of the Facilities.
                    Grantee must keep the Facilities, including but not limited to associated fencing or
                    screening, if any, in safe and proper order. Grantee also shall be solely responsible for the
                    timely repair of all damage to the Facilities, the Operating Easement Area or to Grantor's
                    property caused by any activity of Grantee, its contractors, employees, agents or business
                    invitees or visitors. In the event Grantor desires to perfonn repairs or maintenance of its
                    own on its property at the Operating Easement Area, Grantee agrees to coordinate its
                    activities with such repairs and maintenance.




53892v3   H-I070-2b, -2e, -2d - City_Coliseum
                                                                                     H-I070-2b (H-I070-2c &
                                                                                     H-I070-2d)

                                                                                     Page 6 of 16


          J.	 To the fullest extent pennitted by law, Grantee agrees to defend, indemnify and hold
              harmless Grantor, the Oakland Alameda County Coliseum Authority, its Board of
              Commissioners, the Oakland Alameda County Coliseum, Inc., its Board of Directors, the
              Oakland Coliseum Joint Venture ("OCJV") as operator of the Coliseum Complex, and
              their respective board members, officers, elected officials, agents, employees, and
              contractors from all claims, losses, damages, liabilities or expenses, including reasonable
              attorney fees incurred in the defense thereof, arising out of or in connection with
              Grantee's activities at the Operating Easement Area or the construction, installation, use,
              maintenance, repair or removal of the Facilities (collectively "Liabilities"). The only
              exception to the obligations imposed on Grantee under this provision is for those
              Liabilities caused solely by the gross negligence or willful misconduct of any indemnitee
              hereunder.
          K.	 Hazardous Materials are subject to the following conditions:
                  1.	 "Hazardous Materials" shall mean:
                             (a)	     Any hazardous or toxic wastes, materials or substances, and other
                                      pollutants or contaminants, which are or become regulated by all
                                      applicable local, state and federal laws, including but not limited to
                                      42 U.S.C. 6901 et seq. 42 U.S.C. 9601 et seq. and California Health
                                      and Safety Code Sections 25100 et seq., and 25300 et. seq.;
                               (b)	    Petroleum    and   petroleum-based     products,   by-products    and
                                       fractions;
                               (c)	    Asbestos and asbestos-containing materials;
                               (d)	    Polychlorinated biphenyls;
                               (e)	    Radioactive materials.

                      2.	      Grantor hereby notifies Grantee that the Operating Easement Area may
                               contain Hazardous Materials.         Grantor shall provide to Grantee all
                               infonnation, reports or knowledge Grantor has, including all infonnation,
                               reports, or knowledge Grantor's consultants have provided to Grantor,


89M   H-I070-2b, -2c, -2d - City_Coliseum
                                                                                       H-1070-2b (H-1070-2e &
                                                                                       H-I070-2d)

                                                                                       Page 7 of 16



                                   with respect to any Hazardous Materials that may exist in, under or about
                                   the Operating Easement Area.
                          3.	      Grantee shall, at its sole expense, as and if applicable, promptly undertake
                                   and complete any and all investigation, treatment, removal, reuse,
                                   handling, transport and/or other remediation and monitoring (collectively
                                   "Response.Action"), to the extent that Response Action to complete work
                                   on or operate the Facilities is required by Environmental Laws, (a) of any
                                   Hazardous Materials released by Grantee or its contractors at the
                                   Operating Easement Area, or (b) to the extent of any increase in scope,
                                   boundaries or cost of Response Action for Hazardous Materials present at
                                   the Operating Easement Area ("Pre-Existing Contamination") as a result
                                   of the acts or omissions of Grantee or its contractors.       Grantee shall
                                   perform all such Response Action in compliance with all applicable laws
                                   and to the satisfaction of applicable regulatory agencies. If discovery of
                                   any Hazardous Materials within or adjacent to the Operating Easement
                                   Area requires Response Action, Grantee and Grantor shall meet and confer
                                   on an appropriate course of action, including determining their respective
                                   responsibilities for required actions and associated costs. Grantee will
                                   provide Grantor with a schedule, testing data, workplan for Hazardous
                                   Materials remediation or removal operations or other information related
                                   to remediation that are reasonably requested by Grantor in a timely
                                   manner. Grantor and Grantee shall cooperate with one another and the
                                   applicable government agencies in connection with such Response Action
                                   to identify and pursue third parties who may be liable for any Hazardous
                                   Materials contamination necessitating Response Action.

                          4.	      Grantee shall not introduce or use any Hazardous Materials at the
                                   Operating Easement Area in violation of any applicable law.




53892v3   H-1070-2b, -2e, -2d - City-Coliseum
                                                                                       H-1070-2b (H-1070-2c &
                                                                                       H-1070-2d)

                                                                                       Page 8 of 16



                           5.	     To the fullest extent pennitted by law, Grantee agrees to defend,
                                   indemnify and hold hannless Grantor, the Oakland Alameda County
                                   Coliseum Authority, its Board of Commissioners, the Oakland Alameda
                                   County Coliseum, Inc., its Board of Directors, OCJV as operator of the
                                   Coliseum Complex, and their respective officers, elected officials, agents,
                                   employees, and contractors, from all claims, losses, damages, liabilities or
                                   expenses, including reasonable attorney fees incurred in the defense
                                   thereof, for the death of or injury to any person or persons (including
                                   employees of Grantor or Grantor's contractors or agents) or damage to any
                                   property or remediation costs or expenses arising out of or associated in
                                   any way with any Hazardous Materials introduced at the Operating
                                   Easement Area by Grantee or its agents.

               K.	 Grantee shall not carry on its activities in the Operating Easement Area in a manner that
                   will unreasonably interfere with Grantor's activities on its property adjacent to the
                   Operating Easement Area. Grantor understands and acknowledges that it is the present
                   intention of the Grantee to replace, use, inspect, maintain, repair, operate and/or remove
                   public transportation facilities in the Operating Easement Area, and that the
                   consideration received by Grantor reflects any disadvantages or adverse conditions
                   known to exist by reason of the proximity of any real property owned by Grantor
                   adjacent to Grantee's Facilities. Except as qualified herein, this Easement Deed shall
                   not be construed to prohibit Grantor from developing any adjoining property or from the
                   laying out, establishing and constructing of pavement, surfacing of roadways, curbing
                   and gutters along, upon, over or across the Operating Easement Area or any portion
                   thereof.




53892v3   H-1070-2b, -2c, -2d - City_Coliseum
                                                                                     H-I070-2b (H-I070-2c &
                                                                                     H-I070-2d)

                                                                                     Page 9 of 16



          III.	   GRANTOR           RESERVATION,       LIMITATIONS          AND     CONDITIONS         FOR
                  PARCELS H-I070-2b and H-I070-2c

          The general right to use and enjoy that portion of the Operating Easement Area under the aerial
          portion of the easements hereinabove described is reserved to the Grantor. The general right to
          use and enjoy said land by Grantor, its successors and assigns, shall however, be subject to the
          following limitations and conditions:
              A.	 No use may be made of the Operating Easement Area which would unreasonably impair
                  the use or impair the safety of said Facilities, or would otherwise interfere with the free
                  flow of aerial transit vehicles thereon or would unreasonably impair the maintenance
                  thereof.
              B.	 No use may be made of the Operating Easement Area for the manufacture or storage of
                  flammable, volatile, explosive or corrosive substances, and such substances shall not be
                  brought onto said easements except in such quantities as are normally required for
                  Grantee's operations except as may be transported by rail or pipelines. Installation of any
                  new pipelines, not already present on the Property, carrying volatile substances shall have
                  the written approval of Grantee, which approval shall not be unreasonably withheld,
                  conditioned or delayed. The use of any such substances shall be in conformance with all
                  applicable code requirements.
              C.	 No hazardous or unreasonably objectionable smoke, fumes, vapors, dust or odors shall be
                  permitted, which would adversely affect the use or maintenance of said Facilities or the
                  traveling public thereon.
              D.	 No building of combustible construction shall hereafter be constructed on the area of land
                  under the aerial Facilities hereinabove described. Grantee shall be given the opportunity
                  to review and approve plans for any construction within said easement areas 60 days prior
                  to said construction. No buildings, no permanent structures, and no advertising display
                  may be constructed within 10 feet of the undersides nor within 7.50 feet (measured




53892v3   H-1070-2b, -2c, -2d - City_Coliseum
                                                                                     H-1070-2b (H-1 070-2c &
                                                                                     H-1070-2d)

                                                                                     Page 10 of 16



                   horizontally) of the sides of said Facilities without the express written approval of
                   Grantee, which approval shall not be unreasonably withheld, conditioned or delayed.




          IV.      EASEMENT DESCRIPTION - PARCEL H-I070-2d

          PARCEL H-I070-2d: a twelve (12) foot wide non-exclusive access easement for access only
          currently on, over, along and across all that real property, in the City of Oakland, County of
          Alameda, State of California, described in Attachment 1 hereto, said easement comprising 2,335
          square feet, being more particularly described in the legal description and depicted on the plat
          titled "H-1 070-2d" in Exhibit A.

          Parcel H-1070-2d which is the subject of this grant of access only easement is referred to herein
          as the "Maintenance Access Easement Area".

          V.       GRANTEE LIMITATIONS AND CONDITIONS FOR PARCEL H-I070-2d

          The general right to use and enjoy the Maintenance Access Easement Area by Grantee shall be
          subject to the following limitations and conditions:
                A.	 The Maintenance Access Easement Area may be used by Grantee for vehicular access
                   only, and Grantee shall not be allowed to install any structures or improvements or store
                   anything on or in the Maintenance Access Easement Area. Said access shall be by way of
                   such roads or passageways as may now or hereafter exist on Grantor's property, provided
                   however, that such access shall not unreasonably interfere with Grantor's use of such
                   roads or passageways or of Grantor's property.
                B.	 In no event may Grantee's activities at the Maintenance Access Easement Area interfere
                   with any Grantor activities or operations or damage Grantor property. Should the Grantor
                   detennine that any of Grantee's activities at the Maintenance Access Easement Area
                   interfere with any Grantor activities or operations or have damaged Grantor property,
                   Grantor shall notify Grantee. Immediately upon receipt of such notification, Grantee




53892v3   H-I070-2b, -2c, -2d - City_Coliseum
                                                                                      H-1070-2b (H-I070-2c &
                                                                                      H-I070-2d)

                                                                                      Page 11 of 16



                  shall proceed to abate or remedy the interference or repair the damage. In the event
                  Grantee fails to remedy or correct the interference or repair the damage within a
                  reasonable time, Grantor, without waiving any other rights, may take such action at
                  Grantee's sole cost as Grantor deems necessary to abate or remedy such interference or
                  repair such damage.
              C.	 Grantor is not obligated to construct, provide or maintain any additional access to the
                  Facilities and does not guarantee or warrant access to the Facilities, except for access
                  existing at the time this Easement Deed is effective, or substantially equivalent access.
              D.	 Grantor shall provide access to the Maintenance Access Easement Area during normal
                  working hours, which shall be from 7:00 a.m. to 7:00 p.m., Monday through Friday. No
                  deviation from this schedule shall be permitted without Grantor's prior written consent.
              E.	 Grantee shall plan, organize and perform its activities or work with respect to the
                  Maintenance Access Easement Area in the manner that results in the least amount of
                  disruption to public traffic, to Grantor or OCJV operations or activities at or near the
                  Maintenance Access Easement Area, and to the peace and quiet of adjoining residential
                  and commercial neighborhoods. At its sole expense, Grantee shall provide all notices,
                  signs, barricades, lights, and other devices, materials, and personnel as may be needed or
                  required by law in connection with the safe and careful performance of its activities or
                  work at the Maintenance Access Easement Area.
              F.	 The Maintenance Access Easement Area and any access thereto are provided to Grantee
                  on an "as-is" basis. Grantor has no obligation for maintenance or repair of the
                  Maintenance Access Easement.
              G.	 In order to maintain security at the Maintenance Access Easement Area, only those
                  persons authorized by Grantee and Grantor may be granted access to the Maintenance
                  Access Easement Area.         Prior to accessing the Maintenance Access Easement Area,
                  Grantee must provide to Grantor a written list of such authorized personnel. At all times,
                  Grantee's personnel must display appropriate and verifiable identification. Grantor is




53892v3   H-I070-2b, -2c, -2d - City_Coliseum
                                                                                       H-1070-2b (H-1070-2e &
                                                                                       H-1070-2d)

                                                                                      I Page 12 of 16



                  under no obligation to permit access to any person not so designated by Grantee or not
                  displaying such identification.
              H.	 Grantee shall be solely responsible for any damage to or loss of Grantee's personnel,
                  equipment or facilities at the Maintenance Access Easement Area resulting from theft,
                  vandalism or from any other cause. Grantor will not provide security for the Maintenance
                  Access Easement Area. Grantee agrees to release Grantor from any responsibility or
                  liability for any claim, injury, death, loss or damage (including but not limited to direct or
                  indirect loss or damage, loss of use, or incidental or consequential loss or damage of any
                  kind) to Grantee's personnel, equipment or facilities at the Maintenance Access Easement
                  Area. Grantee shall also be solely responsible for all death, injury to persons not parties
                  to this Easement Deed (herein "third parties") or damage to third parties' property caused
                  by Grantee's activities.
              I.	 Grantee and its contractors must maintain the integrity and function of all access roads
                  and fencing and allow Grantor and OCJV continued and unobstructed vehicle access to
                  the Coliseum Complex through all access roads, including Baldwin Street.
              J.	 To the fullest extent permitted by law, Grantee agrees to defend, indemnify and hold
                  harmless Grantor, the Oakland Alameda County Coliseum Authority, its Board of
                  Commissioners, the Oakland Alameda County Coliseum, Inc., its Board of Directors,
                  OCJV as operator of the Coliseum Complex, and their respective board members,
                  officers, elected officials, agents, employees, and contractors from all claims, losses,
                  damages, liabilities or expenses, including reasonable attorney fees incurred m the
                  defense thereof, arising out of or in connection with Grantee's activities at the
                  Maintenance Access Easement Area (collectively "Liabilities"). The only exception to
                  the obligations imposed on Grantee under this provision is for those Liabilities caused
                  solely by the gross negligence or willful misconduct of any indemnitee hereunder.




53892v3   H-1070-2b, -2e, -2d - City_Coliseum
                                                                                         H-1070-2b (H-1070-2c &
                                                                                         H-1070-2d)

                                                                                         Page 13 of 16



          VI.      GRANTOR CONDITIONS: EASEMENTS

          The grants of easements under this Easement Deed shall be further subject to the following
          general terms and conditions:
                A.	 Neither this Easement Deed nor any rights hereunder may be transferred or assigned by
                   Grantee, nor shall the Grantee rent to any person or persons or permit the use of any
                   portion of the Property by others not involved in the use of the Facilities without the
                   written consent of Grantor having first been obtained. Despite Grantor's consent, no
                   transfer or assignment shall release Grantee from any of the obligations to be performed
                   under the Easement Deed. As used in this provision, "assignment" shall include but not
                   be limited to any sale, gift, pledge, hypothecation, encumbrance, or other transfer of all or
                   any portion of the rights, obligations, or liabilities in or arising out of this Easement Deed.
                   Notwithstanding the above, Grantee may assign its rights under this Easement Deed, with
                   written notice to Grantor, to any entity which controls, is controlled by, or is under
                   coinmon control with Grantee, provided such entity agrees in writing to assume all of
                   Grantee's obligations under this Easement Deed, and further that such writing is delivered
                   to Grantor prior to the effective date of such assignment. Notwithstanding anything to the
                   contrary contained in this Easement Deed, Grantee may assign, mortgage, pledge,
                   hypothecate or otherwise transfer, with written notice to Grantor, its interest in this
                   Easement Deed to any financing entity, or agent on behalf of any financing entity to
                   whom Grantee (i) has obligations for borrowed money or in respect of guaranties thereof,
                   (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii)
                   has obligations under or with respect to letters of credit, bankers acceptances and similar
                   facilities or in respect of guaranties thereof.
                B.	 Grantee shall at all times maintain in force those Insurance coverages designated in
                   Attachment 2, by reference incorporated herein, and shall send upon reasonable demand
                   of Grantor, insurance certificates showing proof of required insurance, to Grantor.
                C.	 Any demand or notice which any Grantor or Grantee shall be required or may desire to
                   make upon or give to the other entities shall be in writing and shall be delivered


53892v3   H-1070-2b, -2c, -2d - City_Coliseum
                                                                                          H-I070-2b (H-I070-2c &
                                                                                          H-I070-2d)

                                                                                          Page 14 of 16


                  personally upon the other or be sent by prepaid U.S. mail to the respective parties as
                  follows:
                           GRANTOR:	                    City of Oakland
                                                        Community and Economic Development Agency
                                                        Real Estate Division
                                                        250 Frank Ogawa Plaza, 4th floor
                                                        Oakland CA 94612

                           GRANTEE:	                    San Francisco Bay Area Rapid Transit District
                                                        300 Lakeside Drive, 22nd Floor
                                                        Oakland, CA 94612
                                                        Attention: Manager, Real Estate Department

                  Any party may, from time to time, designate any other address for this purpose by written
                  notice to the other party, given with ten (l0) business days' notice.

              D.	 All exhibits, attachments and schedules appended hereto are hereby incorporated herein
                  by this reference.
              E.	 This Easement Deed constitutes the entire agreement and understanding between the
                  parties, and supersedes all offers, negotiations and other agreements concerning the
                  subject matter contained herein. Any amendments to this Easement Deed must be in
                  writing and executed by Grantor and Grantee.
              F.	 If any provision of this Easement Deed is invalid or unenforceable with respect to any
                  party, the remainder of this Easement Deed or the application of such provision to
                  persons other than those as to whom it is held invalid or unenforceable, shall not be
                  affected and each provision of this Easement Deed shall be valid and enforceable to the
                  fullest extents pennitted by law.
              G.	 This Easement Deed shall be governed by the laws of the State of California applicable to
                  contracts to be perfonned within the State, without reference to conflicts of law
                  principles.
              H.	 All interests and rights conveyed to Grantee by this Easement Deed shall be null and void
                  and those interests and rights shall tenninate automatically and revert to Grantor two (2)



53892v3   H-I070-2b, -2c, -2d - City_Coliseum
                                                                                        H-I070-2b (H-I070-2e &
                                                                                        H-I070-2d)

                                                                                        Page 15 of 16


                  years from the date of execution of this Easement Deed, unless Grantee has commenced
                  construction of the AGT project described in that certain "Oakland-Alameda County
                  Arena/Coliseum Right of Entry and Permanent Easement Agreement" among Grantor,
                  Grantee and the County of Alameda of even date herewith (the "ROE Agreement") by
                  that date. All interests and rights conveyed to Grantee by this Easement Deed shall also
                  be null and void and shall terminate if Grantee fails to provide Grantor with written
                  notice of substantial completion of the project within a period of six (6) years from the
                  .date of execution of this Easement Deed. In the event that said interests and rights
                  terminate for either of the two foregoing reasons, Grantor will return the consideration, if
                  any, paid by Grantee for those interests and rights, and the parties will work together in
                  good faith to prepare and execute additional documents, if any are deemed necessary, to
                  effect the reversion.         Grantor may agree to extend either the 2-year or the 6-year
                  reversionary periods by written agreement memorialized in an amended Easement Deed
                  to be recorded in the Recorder's Office of the County of Alameda, and other or additional
                  documents as needed.




          Dated this            day of                                        :, 2009


                                                               CITY OF OAKLAND



                                                               By:
                                                                     ---------------
                                                                      City Administrator

                                                               Approved as to form and legality



                                                               By:
                                                                     ------------
                                                                      Deputy City Attorney




53892v3   H-I070-2b, -2e, -2d - City_Coliseum
                                                                                                  H-1070-2b (H-1070-2c &
                                                                                                  H-1070-2d)

                                                                                                  Page 16 of 16




          STATE OF CALIFORNIA                )
                                             )
          COUNTY OF                          )

          On                                          , before me, the undersigned,                                          ,
          a Notary Public, personally appeared                                                                                •
          known to me (or 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 hislher/their
          authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon
          which the person(s) acted, executed the instrument.

          WITNESS my hand and official seal.


          Signature                         _    (Seal)




53892v3   H-1070-2b, -2c, -2d - City_Coliseum
                                                                           APN 042-4328-001-26
                                                             H-1070-2b (H-1070-2c and H-1070-2d)


            CERTIFICATE OF ACCEPTANCE, GOVERNMENT CODE, SECTION 27281

          This is to certify that the interest in real property conveyed by the foregoing deed or grant to the
          San Francisco Bay Area Rapid Transit District is hereby accepted by the undersigned on behalf
          of the San Francisco Bay Area Rapid Transit District pursuant to authority conferred by
          resolution of the Board of Directors of the San Francisco Bay Area Rapid Transit District entitled
          "In The Matter of Authorizing Acceptance of Deeds and Grants," bearing No. 291, adopted on
          October 24, 1963, and the grantee consents to recordation thereof.



          Dated this            day of                   , 2009



                                           San Francisco Bay Area Rapid Transit District


                                           By:
                                                 Laura Giraud, Manager
                                                 Real Estate Department




53892v3
          H-I070-2b, -2c, -2d - City_Coliseum
                                                                                                                                  ; . "• • • • • •   ~."   A   <   "~.'   ,    - .-,_ •••• : _ _ ••   _




                                                               .''1. \' •-" 'r':




                                                                                                                                                                                  :3·'\,                           :. _:;~~~',... ~:,;,,_, ~;J:',:~ .....   ,
                                                                                                                                                                      the firSt p::n y ',hercby

                                    lWr ants      l~ the Ciry of O:,kl:tncl, it municip;;l corporalion, thcsccondpilTl,y, :Ill d,;il lc:llpJOpl:rJY sj1u~led
                                    in, rhe Ci,y 6/ O~kl~nd, County of Alarne-d'l, Slale of California; describe': as '/Gllo\\'s:          Z' ·:'7:Z.··~i.:;i?
                                                                                                                                                                              1-1-2.-                     J./. 3 2-[;'-          I ~ /
                                                                                                                                                                                                      T- 7.J­

                                                                  A PC>!{1'lUN of !.hut cert;;.1n parcel ot" land d_~i.5nat~d
                                                    as " Parcell" .. r.J d"Jllcl'l"ed in Exhibit A of \-hat cert.;.i.n ,dee~
                                                   .frOD) Be'lla Julia Dfixlati--t'o -tara :D9V~':L'opr.iii:Jt· Compan;,' ,"&,::;1:1'2'" ~- ...,.......- _.-- ,.
                                                   :porat1en J dated September;6i··J,,~q2 and'ra~orde~. $~ptezpl:le£:"1tr~'
                                                    1962 in tho ~ffice of the Recorder of Alnmeda CDuntYJ·cali!Ornia J
                                                    under Rile order I sSeri p s Ho. AT 126567.. ~"'." ,j portion !:leing 08S­
                                                   .crihed              a~ rollow~l

                                                                    f.);" ·.Ln~. L.; .. o..J ",i., il. }Juillt. or~ t.r.b we t'\..c rTl L:le of Ef:!ge.nberzer
                                                    ii-oCla J sald pOi ...~ bt;ing the 1Il0:'!!. nurthern COlonel'" of " Pa.""l'el 1"
                                                    herein8,;C've refe 1'reo ~ u j an'; I'"..lnning i.nunce o.lul1tt iiu.:ld .. iot.o4iO
                                                                                                                                      "
                                                    line of lIE'~enber~~"r Road S. 1" 01 1 07" w•• 592.lJO !eoot -to .t.hi!·
                                                    nOl-thern Un" of' t.hat cel-ta1u plU"cel or lind desi!Jnai.tni "'8
                                                    n.p?r'1~l I n a..~-d de~cr-.ib~d in E..~h!bit l.. o! ~he.t ~ert.::.in =~=:f:'":~ ..

                                                    .fran Tara Develof'l!lentCOlIIr8ll3', a .corporat:1:on, ~:> JJene1'1c1al "'.                                      (

                                                    :3tami... rd Lii'e Imn:r1l.nce Canoan/. a CI.11!onI1a'Illor~~.i on;' '.; -,

                                                    d.toed f. ~L~ 3~ 2!.; J 1~62 ~:;d r-aCvI'"uitu Stsptembe.r j i, ~02 il1 the ..­
                                                    ofIice -:or saici Rec"rdor undE'r Recon;e1'l~ Seli.'!~ ~!=~'.t.'l' 1265'B9f"

                                                    thence alant: the l=-.st.-~en·:..onlld bounrl~ry·11!'le'N.J8~S8'
               . ~??~~A-, ..:,,,",
                                                    W. J 76.09 1'E- • j thenc.~, le'lvingsaid nOi'"LhElrn boundary llna>:~":': .,

                                                    ~. J. 11.4' 0     0" I.,., 1;n.13 r(t~J thence N.S",hil- liOIl;w., ts6~18'~"

                                                    feet; thane" N. fiB" 56 1 53" i'I.; 358 ... 00 .LtlC!t. t.o the nort.h",ell~.e~

                                                    aOtn-.rn~.:'Y J .!~~! =!"?.:.~=e2 2.11 !i~::~ nc::-=i..=::-;.;{ ·:"CrG.r~_= .-:.~; _~;~.=~ ~.,;;~::~ ~:~:'.:
                                                    thence .aloot t:)fo> lR.st-r.:ent10ned bOundlWY":'~8-N-;42i:::G3·t.·--S-e:~}~~",:::-·
                    -._:,,~:....:,-"-
                                                                                                                                                                                                           . . . ,

                                                    5!!; ,n) feet t.o t.hr point of bl!f,1nning.                                       .    '. '


                                                                                   TOllETH Eli -with the e:ct1ngwl'lhmo;mt D:1' "11, ·right.s                                                "
                                                    of a;;ce!ls apP\lr..enant tc the grantors remaining prDPerli'i'"Yft;':?f \AY':,"
                                                    ir. and 1.0 the pUblic street or highway .propO~edt" be oon-"
                                                    structed in the hereinabove described 'pai-cEll 01' laru:i I ....

                                                    ~ , over ,and across the most southllr),)/' 200 1'eGtoi' thfj,>., "",:,,::;.,,'" ..
                                                    western bO'Jnaary line of the hflTuinabove de!'cr1bed parc.,~,: ot'·:, . . .
                                                    land •




.-- ... _-_._._--_._-~_.---,-..:....-.-_   .... --'--------:-._,--_._---~--:--~-               -_._---   ----_. -_. -~----_:~..             ;' _.:" .. ~~ .. ::._"


                                                                                                                                  iU.~UKiJ.t.l.i !N, ~WlJ.~~'.r:.W,, __                                            ,_
                                                                                                                              . d'ieslll.nl :Jille::Gu~~I#' Cllmpan,.;"',, '...

                                                                                                                                                                          ••
                                                                                                            .. -1­

                                                                                                                              ·"-~;lf                                       1~t¥·;
                                                     ..   {   ... -                                      . ~"' ..... ,   ..
                                                                                                      "-"'::'
 .~;;·~::-~~:-:':~;;F:~;:~·:~7:-::~·~~·~·:~~'~.;.='"::7·
:r'... ;:,:,~.' ..·.r_.;:: :'~':l';;"';::.,~    ;;   .~:.' -...;~.,I~,.-.:r,'i~I::>::~r.r~: !..:;,:;:";,,,
                                                                                          ...                   .........T; :•.   ~,



 "       ..
          ;.,..    ... ,.... ,,-.. '."   -."


                                                                                                  .::!.~.




:~:j[.,;;~~~r.~~,~.ir:':.~·~~;;:.:~~ .-,:,~"";.ii" . "?~~~~~~:': "'/ .'

:!':~~f~"~ ~;~~~
                                                                                                     ,',                                                                                                                             RE:J725,1M786
                                                                I                                     ~: .




                                                                                                                                                                                                                                                         'N
                                                                                                                                                                                                                                                         ;~~"';,.'
                                                                                                                                                                                                                                                         ;r-~:.~:,   ;.




 r.                                                                                                                                     TIilS IS Tli CERTtFY .. That :he interest in rf.al property conveyed by




i                                                                                                            dc~d '" r g ~.:;.:~ t d:J: ~d
                                                                                                                     t\       CD'rp '!""~ll.i'~'H
                                                                                                             to the Ci~y ~f Oakland, A municipal curvoration, if, hc~e~y
                                                                                                                                                                                                        ndopt~d 5~ptember               12. 1957,


!                                                                                                            ~nd rlOcon',ed to U,)ok 5it!)!) , a t pug" 215, in the OU icil\ 1 Records of the Recorder

                                                                                                             of (.ramcda
                                                                                                                                                                                                                   conser.t8' to recordation
 f
                                                                                                                                       by'Ha duly           authnr:~eQ    off::'cer,.

                                                                                                             Do t cd:                       -l.I'\"'a~r~c~hC!_



                                                                                                    P.Y330t17                           \mr.:: RECa:'.D£!.' !'.r1~J~N TO CiT\' CLERK. CIT\' Ht\LL, OAKLAND, CI.... IFOR!·llA




 I.
 I




                                                                                                  --_.'----,---                                                  ----- - ---- -.--- •..   -.L.....l'-:':: .. _...... ~_._ ... _ ..

:
,             ..



~"                                                                                                                                                                                                                                                  ",
                                                                                                                                                                                                                                                    J"




1:~F <'~i', ;;::;:i:';)
 t,'"
,t.'··
                                                                                                 H-1070-2b



                                                 EXHIBIT 'A'

Certain real property situate in the City of Oakland, County of Alameda, State of California, described as
follows:

A portion of that real property described in the Grant Deed to the City of Oakland recorded March 15,
1966 as Document No. AY33047 as shown on Reel 1725 at Image 785, Official Records of Alameda
County, said portion being more particularly described as follows:


Beginning for reference at the easternmost corner of the parcel of land described in the Deed and Bill of
Sale to City of Oakland and County of Alameda recorded April 28, 1964 as Document No. AW67532, as
shown on Reel 1188 at Image 636, Official Records of Alameda County, said point of beginning being
located at North 2100019.30, East 6071377.37; thence 5 52°00'25" W along the southeastern boundary
line of said parcel, 271 .55 feet to the True Point of Commencement of the parcel of land described
herein; thence leaving said southwestern line, 55°53'23" E, 159.96 feet; thence N 22°44'24" W, 61.79
feet, thence Northerly along a tangent curve to the right having a radius of 550.00 feet, through a central
a~gle   of 8°23'28" an arc distance of 80.55 feet to said southeastern line of said lands of City of Oakland
and County of Alameda referred to hereinabove; thence along last said line N52°00'25"E, 41.96 feet to
the True Point of Commencement.


The above described parcel of land contains an area of 3,104 square feet, more or less.


Coordinates and bearings used in the above description are based on the California Coordinate System
of 1983, Zone III, Epoch 1991.35 and distances are grid distances. Multiply distances described by
1.0000707 to obtain ground distance.

This real property description was                                               in conformance with the
Professional Land Surveyors Act.




Date




           ,
           ·

    SURVEYOR'S STATEMENT:

                                                                                                                      Lands of City of Oakland
    This plot was prepared by me
                                                                                           A -Portion of
    or under my direction in
    conformance with the Land
                                                                                                              Doc. No. (1966) AY33047 Official Records
                                                                                                                                                                                                             - -----­
                                                                                                                                                                                                         -- -­ --
                                                                                                                          Alameda County
    Surveyor's Act in September, 2007                                                                                                                                                            r~{6s0-]~



                                                                                                                                                                                  ---
                                                                                                                        APN 042-4328-1-26                                                        '-----­

                                                                                                                                                               ,~7
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                                                                                                                                                                                                      --
                                                                                                                                                                          r ~..:\050::::...2J
                                                                                                       r~~07o:-7J
                                                                                                       '--~-----     if?}'"
                                                                                                                                                                       '------­
                                                                                                                                                                                                       ----- -- -- -­
                                                                                                                                                 S05'53'2.S'£' - - ­          J',so:
                                                                (\                                                                               ~---                         '~bo. '"'1~


                                                                J'"
                                                                                                                                          ~                                            \.~.r..   6'
                                                                             ~ ~                      ----~                       ~                                              '"'1)-    ~~
                                                                                                                                                                                            :>,j'u':
                                                                                '<~~=i=-® ~]:cJ                           ~                                                              u':~    ~-} ~
                                                                                                                                                                                            v,.,.~ '.r.r.
                                                                                                                /
                                                                                                                ~                 HEGENBERGER ROAD
                           ' ',                                                                                                                                                                         ~                            «~
                                                                                                                                                                                                                                           <,_"CJ
                                                                                                                                                                                                                                         (J­


                                -"'.      -----~~~~~~~~~:~~~:~~:~                                                                                                      BALDWIN ST.
                                                                                                                                                                                                                         -0~O~ <:(;-o{J
                  r~'~--
            . . . . y- . . ,."". . . ,.     ,~..
                                                     HEGENIlERGER ROAD
                                                                                         /~~

                                                                                                 /'
                                                                                                                                                                                                                              <:(;-~'v

    ----'                  ('                      '....                             /.,~
                                                                                                                                                                        E 6071377.37                                     \.
-           ............ _J                                ~,                   "     ...1'­
                                                                                        (                                                               {REF: RS 990 BK 18 PG 50-6~
                  -----------------~                                           / .6il~                                                                                                                                         \.
     ,/'
="-----                            ""                                        /.$' ~              /                            __. .
                                                                                                                                      I
                                                                                                                                  -Z--l~-                                                                                           ,
                           BAlDtlIN ST,                         "       .'      'f          .'                                        I

                                                                    ~                  ./                       40                    0         20        40

       __z - ­        ,
                       ,
                                          Location Detail
                                           Not to Scale
                                                                                                                 ~       ...                    I          I
                                                                                                                                SCALE: '"=40'




                                                                                                                                          m

COORDINATES, BEARINGS AND DISTANCES SHOWN ARE BASED ON THE
CALIFORNIA COORDINATE SYSTEM ZONE III, NAD 83, EPOCH 1991.35.                                                                                                                                          EXHIBIT" A"

MULTIPLY DISTANCES SHOWN BY 1.0000707 TO OBTAIN GROUND LEVEL
DISTANCES.                                                                                                                                                                    ALAMEDA CO.               I     RTE. OAK   I          RRE/SL
ALL DISTANCES ARE IN FEET AND/OR DECIMALS THEROF, EXCEPT AS
NOTED.
                                                                                                                              SCALE: "'=40'          DATE: 10-18-07          DR.NO.                         H-1070-2b
       a/2006/0609041/PLATS!H-107Q-2b.dwg
                                                                                               H-1070-2c



                                               EXHIBIT 'A'

Certain real property situate in the City of Oakland, County of Alameda, State of California, described as
follows:

A portion of that real property described in the Grant Deed to the City of Oakland recorded March 15,
1966 as Document No. AY33047 as shown on Reel 1725 at Image 785, Official Records of Alameda
County, said portion being more particularly described as follows:


Beginning for reference at the easternmost corner of the parcel of land described in the Deed and Bill of
Sale to City of Oakland and County of Alameda recorded April 28, 1964 as Document No. AW67532, as
shown on Reel 1188 at Image 636, Official Records of Alameda County, said point of beginning being
located at North 2100019.30, East 6071377 .37; thence S52° 00' 25"W along the southeastern boundary
line of last said parcel, 271.55 feet; thence leaving last said line S05°53'23"E, 168.66 feet to the True
Point of Commencement; thence S05°53'23"E, 29.93 feet; thence N89°04'50"W, 18.26 feet: thence
N05°59'46"W, 30.00 feet; thence S88°52'58"E, 18.33 feet to the True Point of Commencement.


The above described parcel of land contains an area of 544 square feet, more or less.


Coordinates and bearings used in the above description are based on the California Coordinate System
of 1983, Zone III, Epoch 1991.35 and distances are grid distances. Multiply distances described by
1.0000707 to obtain ground distance.


This real property description was prepared by me or under my direction in conformance with the
Professional Land Surveyors Act.




Date
                                    Lands of City of Oakland

                                          A Portion of

                                                                                                                                                   '"
 "
                                                                                                                                                                                                  --­
                                   Doc. No. (1966) AY33047
                                Official Records Alameda County
                                                                                                                                                                 "                       H-=
                                                                                                                                                                                       r- 1050- 3<!.J_
                                                                                                                                                                                                        --~




                                                                                                                                                                                   -­" --
                                                                                                                                                                                       ~---=---
                                      APN 042-4328-1-26

                                                                                                                                                  ............
                                                                                                                                       ...-'.O-:~o.,)
                                                                                                                                 ...-'.-1    _           .....-


                                                                                                                                                                                                   --­
SURVEYOR'S STATEMENT:                                                                                                                                                                             -     -        -::-"\




                                                                                                                                                                                          ---- -­
This plat was prepared by me                                                                                                    -\0'_                 .­                                 r-H-1050=-2~
                                                                                                                           / , - \ - .....-.....-

                                                                                                                               ~
or under my direction in                                                                                                                                                                '---­
conformance with the Land                                                                                                 '--.:.'           ..-/ - - -,                                '\----
                                                                                                                                  ~r-H='-070-2~                                        ~
Surveyor's Act in September, 2007.
                                                                                                                                                                               __
                                                                                                       :I.P.O.C.
                                                                                                               /'         /             '-' - - -                      '53'2,"< ----           "''t>.   "'.j,.
                                                                                                           /'
                                                                                                             -                                                   -505     .....-
                                                                                                                                                                                                   ~.s
                                                                                                                                                                                                ~ " ..'\ ~'to
                                                                                                                                                                                                   Cb.
                                                                                                                                                                                               '" 'tt . ~ "
                                                                                                                                                                                                                 6'




                                                                                                                                                                                                                     ~.
                                                                                                                                                     -
                                                                                                                              .--,-.6.' - r i~ - /
                                                                                                                                     -
                                                                                                                                        ~
                                                                                                                                             ..
                                                                                                                                    ,....,.....
                                                                                                            -                                                                                           O..
                                                                                                 H-1070-2c)    /
                                         ,....,.....                                          Area: 544 sq. ft~
                                                                                                                  /                                              HEGENBERGER ROAD                           "             ~
                                                                                                           /'

          ' ',
                                                                                                      ./

                                                                                                                                                                                                                               "
                                                                             ----­                                                                                                                               -------,          ~


                                                                                                                                                                                                                                                     ~~
                 '""'"                                                                                                                                                                                                                           (j
                              ------- ------------=------~
                                                                                                                                                                  1"_ld.IliI~ALDWIN ST.
                                                                                                                                                                                                                                                «~
      .
                  ~
                         "
                      ~~~~.'\
                          --  ~
                                  -------- -------                                       ~
                                                                                             /'
                                                                                                  /
                                                                                                                                                                                        N 2100019.30                                     O~'\ O~
 ~~
      p---.:".::~.-::~::~-',," HEGENIlERGfR ROAD
           ~~~                                                               .,/
                                                                                   .,/                                                                                                  E 6071377.37
                                                                                                                                                                     (REF: RS 990 BK 1B PG 50-60)
                                                                                                                                                                                                                           /
                                                                                                                                                                                                                                       -0~ ~~J:.
                                         >,                               ./ q".I'
                                     "

 /:._f                              __                                                        .<                                                                                                                      ~                                "
                                                                                                                                                                                                                                                            ~
      --------------                     ----....                     /    .6   g        /

 --                   BAlDWIN ST.                   "\,         /.,       ~'/./'
                                                                                                                                /
                                                          '~.
                                                                                                       LEGEND:                                                                                                                 ...__z -
                                                                                                       P.O,B.         -   Point of Beginning
 --------
                 ,
                                                            "   "
                                                                                                       T.P.O.C.       -   True Point of Commencement

                                                                                                                                                                                                                     40

                                                                                                                                                                                                                      .. . . .
                                                                                                                                                                                                                                            0          20

                                                                                                                                                                                                                                                       I
                                                                                                                                                                                                                                                                40

                                                                                                                                                                                                                                                                   I
                                    Location Detail

          ~~--                       Not to Scale                                                                                                                                                                                      SCALE: 1"=40'

COORDINATES, BEARINGS AND DISTANCES SHOWN ARE BASED ON THE
                                                                                                                                                                                                                          EXHIBIT" A"

                                                                                                                                                                 tXi
CALIFORNIA COORDINATE SYSTEM ZONE III, NAD B3, EPOCH 1991.35.
MULnPLY DISTANCES SHOWN BY 1.0000707 TO OBTAIN GROUND LEVEL
DISTANCES.                                                                                                                                                                                     ALAMEDA CO. I                   RTE. OAK          I        RRE/SL
ALL DISTANCES ARE IN FEET AND/OR DECIMALS THEROF, EXCEPT AS
NOTED.
                                                                                                                                       SCALE: '"=40'                    DATE: 10-18-07      DR.NO.                        H-1070-2c
       O/2006/0609041/pLATS/H-1070-2c.dwg
                                                                                               H-1070-2d



                                               EXHIBIT 'A'


Certain real property situate in the City of Oakland, County of Alameda, State of California, described as
follows:

A portion of that real property described in the Grant Deed to the City of Oakland recorded March 15,
1966 as Document No. AY33047 as shown on Reel 1725 at Image 785, Official Records of Alameda
County, said portion being more particularly described as follows:

Beginning for reference at the easternmost corner of the parcel of land described in the Deed and Bill of
Sale to City of Oakland and County of Alameda recorded April 28, 1964 as Document No. AW67532, as
shown on Reel 1188 at Image 636, Official Records of Alameda County, said point of beginning being
located at North 2100019.30, East 6071377.37; thence S52°00'25"W along the southeastern boundary
line of last said parcel, 313.51 feet to the True Point of Commencement; thence leaving last said line
Southerly along a curve to the left from a tangent which bears S14°20'56"E , said curve having a radius of
550.00 feet through a central angle of 8°23'28" an arc length of 80.55 feet; thence S22°44'24"E, 61.79
feet; thence S05°53'23"E, 8.70 feet; thence N88°52'58"W, 18.33 feet; thence S05°59'46"E, 30.00 feet;
thence N89°04'50''W, 12.09 feet; thence N05°59'46"W, 42.14 feet; thence S88°52'58"E, 16.25 feet;
thence N22°44'24"W, 52.81 feet; thence Northerly along a tangent curve to the right having a radius of
562.00 feet through a central angle of 7°51'24" an arc length of 77.06 feet to said southeastern boundary
line; thence along last said line N52°00'25"E, 13.07 feet to the True Point of Commencement.


The above described parcel of land contains an area of 2,335 square feet, more or less.


Coordinates and bearings used in the above description are based on the California Coordinate System
of 1983, Zone III, Epoch 1991.35 and distances are grid distances.      Multiply distances described by
1.0000707 to obtain ground distance.


This real property description was                                             in conformance with the
Professional Land Surveyors Act.




Date
                           Lands of City of Oakland
                                  A Portion of
                           Doc. No. (1966) AY33047
                       Official Records Alameda County
                                                                                                                    ~
                                                                                                                                                                    -­
                                                                                                                          '\.




                                                                                                                                                       --- -----
                              APN 042-4328-1-26                                                                                                                              ------~
                                                                                                                                '\.                                      ,~ ~ 05 0 - 30J
                                                                                                                                                        n
                                                                                                                                                N52"00'25 E
                                                                                                                                                                          '------
SURVEYOR'S STATEMENT:
                                                                                                                          ·13.07'
This plat was prepared by me

or under my direction in                                                                                                                           ---                                  , ~_------~

                                                                                                                                                                                            ~050-2.9J


                                                                                                                                                                    - --
conformance with the Land
                                                                                                                                                                                        '---------­

                                                                                                                                                            --- ---
Surveyor's Act in September, 2007.
                                                                                                                                              ~
                                                                                                                ~...c:>c:>Q~~5
                                                                                                               \..~                           '"b~
                                                                                                                                               .~
                                                                                                                    t>"'~-'2-
                                                                                                              ,r\-=      ------~
                                                                                                                        ~ 070- 2 D              Jl                  ---
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                                                                                                                HEGENBERGER ROAD
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                                             HEGENIlERCaI ROAD




                                                                /.~f
                                                                         .
                                                                                                                                                          N 2100019.30
                                                                                                                                                          E 6071377.37
                                                                                                                                          (REF: RS 990 BK 18 PG 50-60)

 ---                          BAlDWIN ST.               "   /it..,j;>~
                                                         >. ~'I"                                                                                              LEGEND:

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                                                                                    40

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                                                                                               0         20

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                                                                                                                     40

                                                                                                                      I
                                                                                                                                                              P.O.B.                   Point of Beginning
                               Location Detail                                                                                                                T.P.O.C.         -       True Point of Commencement
       --~--                    Not to Scale                                             SCALE: '"=40'


 COORDINATES, BEARINGS AND DISTANCES SHOWN ARE BASED ON THE
                                                                                                                                                                                EXHIBIT "A"

                                                                                                                     til
 CALIFORNIA COORDINATE SYSTEM ZONE III, NAD 83, EPOCH 1991.35.

 MULnPLY DISTANCES SHOWN BY 1.0000707 TO OBTAIN GROUND LEVEL

 DISTANCES.
                                                                                                                                             ALAMEDA CO.               I        RTE. OAK   I       RRE/SL
 ALL DISTANCES ARE IN FEET AND/OR DECIMALS THEROF, EXCEPT AS
 NOTED.

                                                                                                                n
                                                                                                    SCALE: 1 =40'                DATE: 10-18-07
        DR.NO.                         H-1070-2d
       Q/2006/0609041/PLAlS!H-l070-J.dwg
                                                                  ATTACHMENT 2


                                                                    APN 041·3901·008

                                                      Parcel No. H·10S0·2a (H·10S0·2b & H.10S0·2c)

                                                                           and

                                                                   APN 042·4328·001·26

                                                      Parcel No. H·1070·2b (H·1070·2c & H·1070·2d)

                                                                     Easement Deed

                                                               INSURANCE REQUIREMENTS
 Without limiting any other obligation or liability under this Easement Deed, the Grantee, at its sole cost and expense, shall secure and keep in force
 the following insurance coverage, limits and endorsements:
                       TYPE OF INSURANCE COVERAGES                                                           MINIMUM LIMITS

  A     Commercial General Liability                                                    $1,000,000 per occurrence (CSL)
        Premises Liability; Products and Completed Operations; Contractual              Bodily Injury and Property Damage

        Liability; Personal Injury and Advertisinq Liabilitv

  B
    Workers' Compensation (WC) and Employers Liability (EL)                         WC: Statutory Limits
        Required for all contractors with employees                                     EL:	 $100,000 per accident for bodily injury or disease

  C     Endorsements and Conditions:
        1.	 ADDITIONAL INSURED: General Liability Insurance Policies shall be endorsed to name as additional insured: the City, the
            County, the Authority, its Board of Commissioners, the Oakland Alameda County Coliseum Inc., its Board of Directors, Oakland
            Coliseum Joint Venture as operator of the Coliseum Complex, and their respective board members, officers, elected officials,
            agents, employees and contractors.
        2.	 DURATION OF COVERAGE: All reqUired insurance shall be maintained during the entire term of the Easements.
        3.	 REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the
            Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of these Easements, insurance effected or procured
            by the facility user shall not reduce or limit facility user's contractual obligation to indemnify and defend the Indemnified Parties.
        4.	 INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:VII
            or equivalent, shall be admitted to the State of California unless otherwise waived by Risk Management, and with deductible
            amounts acceptable to the City and the County. Acceptance of Grantee's insurance shall not relieve or decrease the liability of
            Grantee hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the
            sole responsibility of the policy's named insured.
        5.	 CONTRACTORS: Grantee shall furnish separate certificates and endorsements for its contractors. All coverages for
            contractors shall be subject to all of the requirements stated herein.
        6.	 JOINT VENTURES: If Grantee is an association, partnership or other joint business venture, required insurance shall be
            provided by anyone of the following methods:
            - Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured" (covered
                party), or at minimum named as an "Additional Insured" on the other's policies.
            - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.
       7.	 CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice
           to the City of Oakland/County of Alameda cancellation.
       8.	 CERTIFICATE OF INSURANCE: Prior to receiving permission to use the facilities, Grantee shall provide Certificate(s) of
           Insurance or letter of self insurance satisfactory to City or County, evidencing that all required insurance coverage is in effect.
           The County reserves the rights to require the Grantee to provide complete, certified copies of all required insurance policies.
           The require certificate(s) and endorsements must be sent to:
                City of Oakland                                              County of Alameda

                250 Frank Ogawa Plaza, 4th Floor                             1401 Lakeside Drive

                Oakland, CA 94612                                            Oakland, CA 94612

LJ                                                                                                                                             _
Rev 11.01.07
     EXHIBIT A-3


DISCLAIMER LETTER
                                                                                            ExhibitA-3


                                    [LETTERHEAD OF

                 OAKLAND-ALAMEDA COUNTY COLISEUM FINANCING CORPORATION]



          February __, 2009


          San Francisco Bay Area Rapid Transit District
          300 Lakeside Drive, 21 51 Floor
          Oakland, CA 94612
          Attn: Project Manager, Oakland Airport Connector Project

          Re: Disclaimer ofInterest in Real Property: APN 041-3901-008: 041-3901-009

          Dear (Mr./Ms.)                                  _

          As of the date hereof, the City of Oakland ("City"), the County of Alameda ("County"), the
          Oakland-Alameda County Coliseum Authority ("Authority"), and the San Francisco Bay Area
          Rapid Transit District ("BART") are entering into that certain Oakland-Alameda County
          Arena/Coliseum Right of Entry and Permanent Easement Agreement ("Agreement"), wherein
          the parties have set forth their rights and obligations with respect to the Oakland Airport
          Connector Project ("OAC Project"), by which BART will extend rapid transit passenger service
          from its Coliseum BART Station to the Oakland Airport.

          In connection with its real property title search for the OAC Project, BART found records of a
          lease between the City and County, as lessor, and the Oakland-Alameda County Coliseum
          Financing Corporation ("Financing Corporation"), as lessee, dated August 1, 1995 and recorded
          September 11, 1995, as well as an assignment of its interest in this lease by the Financing
          Corporation to the Authority, also recorded September 11, 1995.

          The Financing Corporation hereby disclaims any interest it may have in any of the real property
          interests described in the Agreement, and agrees that none of the business or real property
          transactions set forth in the Agreement require the Financing Corporation's consent or affect
          Financing Corporation in any material manner.

          Sincerely,

          OAKLAND-ALAMEDA COUNTY COLISEUM FINANCING CORPORATION




          By:                                                 _

          Title: - - - - - - - - - - - - - - - - - -



56891v2
   EXHIBIT B

APPRAISAL MAP
                                I
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                                                                                                                                INSlRUMENT NO.                                                                                                                                                                                                                           CRAPHIC SCALE
                                                                                                                                                                                          NOR_G
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                                                                  ......
                                                                                                                                                                                  PT,
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                                                                                                                                                                                                                       29
                                                                                                                                                                                                                                  NORTHNG
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                                                                                                                                                                                                                                                  EASl1NG
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                                                                  'li:i"                                                                                                          18      21llOS61.84    1011209.0<    30         209968161      80712.28..15   lin       21llOJJ6.26     1011052.92          20991152.14     607116J.J6
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                                             ~,110
                                                                  P.                                                                                                              19      2100510.30     6071UI8.68    31         -aJ.2lI        6071253.12     182       2100J5U19       6011070.71   '22    2100412.54­     6071165.06                                   I....,.. •• ft.
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                                                                                                                                                                                                         6011199,96
                                                                                                                                                                                                         6071168.93
                                                                                                                                                                                                         1011151.22
                                                                                                                                                                                                                       32
                                                                                                                                                                                                                       JJ
                                                                                                                                                                                                                       113
                                                                                                                                                                                                                                  2OII!l65J.42
                                                                                                                                                                                                                                  2OIIll85J.69
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                                                                                                                                                                                                                                                 1011251.03
                                                                                                                                                                                                                                                 6071240.64
                                                                                                                                                                                                                                                                183
                                                                                                                                                                                                                                                                184
                                                                                                                                                                                                                                                                          21llll.l65.95
                                                                                                                                                                                                                                                                          2100400.01
                                                                                                                                                                                                                                                                                          1011012.89
                                                                                                                                                                                                                                                                                          6071042.92
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                                                                                                                                                                                                                                                                                                              2100679.00
                                                                                                                                                                                                                                                                                                              2100101.0<
                                                                                                                                                                                                                                                                                                                              1011200.78
                                                                                                                                                                                                                                                                                                                              60712.54.13
                                                                                                                                                                                                                                                                                                                                                  LEGEND
                                                                                                                                                                                                                                                                                                                                                  ~--- NEW PROJECT RIGHT CW WAY LINE
                                                                                                                                                                                                                                                                                                                                                  - - - - - - _ NEW PERMANENT EASEMENT LINE


                                          ....
                                          4;iii;47i                                                                                                                                                                                              1011195.91     165       2100510.611                  425    2100574.13      1011211.11
                                                                                                                                                                                                                                                                                                                                                  _ .:..-.".-:.. _ TEMPORARY CONSTRUcnQN EASEMENT
                                                                                                                                                                                  23      21llOJ95.18    101114&13     114        _.119          1071165.48     1116      21l1049.l.54    6011093.91   426    21001112.64     6011201.99          _ •• _ •• _ •• - •• - PARCEl. BOONDARY ,.THIN CAe R.O.W.
                                                "                 11,'11                                                                                                          24      2100J111.59    6071127.27    115        2OW684.7J      6011162..J4    181       2100116.11      6011110-48   42lI   2100825.94      10112.1.42          - - - - EXISTING PROPERTY LINE
                                                                   'f;f:                                                                                                          25      210030J.14     607114Q.13    116        _.03           6071179.n      11llI     2100nuo         60711.05     '29    _.31            6071180.67          - - - - - - - EXISnNG EASEMENT LINE
                                                                                                                                                                                  26      21002l15.46    607112D.82    In         20911150.02    60711M.89      1119      21001B5.67      6071211.88   452    2099654.60      6071183.74          - - - - - - - EXISTING RIGHT OF WAY LINE
                                                                   U>!I
                                                                  u;i                                                                                                             21      2100140-35     &071122.41    1111       _49            6071119.20     2Il6      21llll296.16    1011133.66                                                      ®        PQlNT LISTED IN COORDtNATE TABLE
                                                                                                                                                                                                                                                                                                                                                    ~


                                                                                                                                                               -
                                          AKt.AS      $Q,   ft. IJ'I.n5 NOTED ..         ~      (Ae)                                                                              2Il   I 2O!l9IlO6.0<   6071156.98    179        2100201.20     1011011.19     201       2099ll26.32     6011166.66                                                               BART ACQUISInON NUMBER
                                                                                                                                                                                                                                                                                                                                                                   SEE   SPECJJCAll~ F~      EASDlENT/RO!'   OE9GNAll~

F B/JI/fA EL
E B/I6/fA EL
o 8/2jrJ6 EL
C 'IJ/1l/83 KW
B B/l5/03 KW
                                ALJCNWENT AND STA nON EDIT
                                P3 REVIEW
                                BOX REVIEW
                                INDUStRy RE\r1EW
                                INDUStRy REVIEW
                                                                                     L 3/'l:J/fA EL
                                                                                     K 3/DM EL
                                                                                     J '/'l:JMEL
                                                                                     I   12/l11fS EL
                                                                                     H 12/11/fA EL
                                                                                                          ADDENDUM NO. 18
                                                                                                          FlNAL SUBWITTAL
                                                                                                          BART COWWENTS EOn
                                                                                                          PRE FINAL SUBUlTTAL
                                                                                                          PARCEL AREA EDIT 2
                                                                                                                                                               -, uu.y

                                                                                                                                                               ......
                                                                                                                                                               -
                                                                                                                                                                E. lIL.l.Y

                                                                                                                                                                A. OEAD

                                                                                                                                                                                                                  II
                                                                                                                                                                                                                       SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT

                                                                                                                                                                                                                                                                   ~liolt
                                                                                                                                                                                                                                                                                                                      OAKLAND AIRPORT CONNECTOR

                                                                                                                                                                                                                                                                                                                                     PRELIMINARY

                                                                                                                                                                                                                                                                                                                                    APPRAISAL MAP

                                                                                                                                                                                                                                                                                                                                                                                      """'.....­
                                                                                                                                                                                                                                                                                                                                                                                        IOO4-HOle.dwg




• '/15""    KW                  7:511 SUBMITTAL                                      G 12/'/fA EL         PARCEL AREA EDIT 1                                    A. OEAD
                                                                                                                                                                -.
                                                                                                                                                                >/'l>/OtJ
                                                                                                                                                                                                                ........,                                         ..........,                                                      SHEET 16 OF 18




                                                                                                                                                                                                                                                                E~\"b,\                                        B

                  EXHIBIT C

AGT SYSTEM AND SCOPE OF WORK
                                                   EXHIBITC

                      AGT SYSTEM DESCRIPTION AND SCOPE OF WORK


          BART will administer the design, construction, and operation of the Oakland Airport Connector
          ("OAC") project which consists of an approximately 3.2 mile extension of BART passenger
          services from the Coliseum Station to Airport, requiring transfer from the main BART line. The
          OAC will be an AGT system with an exclusive, dedicated guideway and at least one station
          separate from the existing BART system. AGT stations will be constructed at the Coliseum
          BART Station and the Airport's tenninal building complex. The OAC Project also includes a
          maintenance facility, to be located at 70 Hegenberger Road, Oakland. The maintenance facility
          will facilitate AGT vehicle maintenance as well as central control of the AGT system
          independent of the current BART system.
          Project Work at the Site:
          Work at the Site is dependent on specific design and will generally consist of approximately 600
          feet of elevated guideway adjacent to the west side of Hegenberger Road. Construction of the
          elevated guideway may consist of the following:
                1.       Demolition and reconstruction of existing infrastructure on the Site that could
                         potentially be impacted by the Project which includes, but is not limited to:
                         roadway construction; paving; curb; gutter; sidewalks; pavement markings; traffic
                         control signs; lighting; stonn drain lines; and electrical transmission lines and
                         equipment;
               11.       Construction of foundations, columns, and the AGT guideway at the fence
                         adjacent to Union Pacific Railroad right of way, as depicted in Attachment 1 to
                         this Exhibit C;
              111.       Construction of foundations, columns, and the AGT guideway in the areas shown
                         in Exhibit B to the Agreement;
              IV.        Demolition and reconstruction of the fence along the hillside adjacent to
                         Hegenberger Road.
          Project design and construction and reconstruction of curbs and access roads shall maintain a
          minimum 60-foot turning radius.
          BART will employ a design-build-finance-operate project procurement delivery method,
          whereby BART will issue design criteria and preliminary design drawings for the Project, and
          the final plans, drawings, documents, construction, and testing will be completed by BART's
          design-build-finance-operate contractor.




                                                          1
52437vl                                               Exhibit C
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         EXHIBIT D

INSURANCE COVERAGES
                                                                 EXHIBITD
                                             Oakland-Alameda County Arena/Coliseum

                                        Right of Entry and Permanent Easement Agreement

                                                   INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Permittee, at its sole cost and expense, shall secure and keep in force
during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:
                         TYPE OF INSURANCE COVERAGES                                                       MINIMUM LIMITS

 A      Commercial General Liability                                                   $1,000,000 per occurrence (CSL)
        Premises Liability; Products and Completed Operations; Contractual             Bodily Injury and Property Damage
~-+-_Li_ab_i1ity;
                Personal Injury and Advertising Liability
 B      Workers' Compensation (WC) and Employers Liability (EL)                        WC: Statutory Limits
        Required for all contractors with employees                                    EL:	 $100,000 per accident for bodily injury or disease

 C      Endorsements and Conditions:

        1.	 ADDITIONAL INSURED: General Liability Insurance Policies shall be endorsed to name as additional insured: the City, the
            County, the Authority, its Board of Commissioners, the Oakland Alameda County Coliseum Inc., its Board of Directors, Oakland
            Coliseum Joint Venture as operator of the Coliseum Complex, and their respective board members, officers, elected officials,
            agents, employees and contractors.
        2.	 DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement.
        3.	 REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the
            'Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by
             the facility user shall not reduce or limit facility user's contractual obligation to indemnify and defend the Indemnified Parties.
        4.	 INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:VII
            or equivalent, shall be admitted to the State of California unless otherwise waived by Risk Management, and with deductible
            amounts acceptable to the City and the County. Acceptance of Permittee's insurance shall not relieve or decrease the liability of
            Contractor hereunder. Any deductible or self·insured retention amount or other similar obligation under the policies shall be the
            sole responsibility of the policy's named insured.
        5.	 CONTRACTORS: Permittee shall furnish separate certificates and endorsements for its contractors. All coverages for
            contractors shall be subject to all of the requirements stated herein.
        6,	 JOINT VENTURES: If Permittee is an association, partnership or other joint business venture, required insurance shall be
            provided by anyone of the following methods:
            -	 Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured" (covered
                party), or at minimum named as an "Additional Insured" on the other's policies.
            -	 Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured",
        7.	 CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice
            to the City of Oakland/County of Alameda cancellation.
        8.	 CERTIFICATE OF INSURANCE: Prior to receiving permission to use the facilities, Permittee shall provide Certificate(s) of
            Insurance or letter of self insurance satisfactory to City or County, evidencing that all required insurance coverage is in effect.
            The County and the City reserve the rights to require the Permittee to provide complete, certified copies of all required insurance
            policies. The require certificate(s) and endorsements must be sent to:
                    City of Oakland                                          County of Alameda

                    250 Frank Ogawa Plaza, 4th Floor                         1401 Lakeside Drive

                    Oakland, CA 94612                                        Oakland, CA 94612





Rev. 11101107

				
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