Global Settlement Agreement Millennium Tower Litigation

This Global Settlement Agreement is executed as of March 9, 2020 (“Execution Date”) by and among the parties and entities identified individually by name in Exhibits 1.a and 1.b, which are attached and incorporated herein by reference. Capitalized terms have the meaning set forth herein. As further defined in Section 1.35, the parties are hereinafter collectively referred to as “Settling Parties” unless specifically referenced by name.

1. DEFINITIONS

1.1. “Adjacent Property” means each of the following properties and improvements thereon: (i) the Transbay Transit Center property (now known as the Salesforce Transit Center); (ii) the Salesforce Tower property located at 415 Mission Street; and (iii) the property located at 350 Mission Street (now known as Salesforce East) (collectively the “Adjacent Properties”).

1.2. “Adjacent Property Owners” means any past, current, or future owners of any property interests in the Adjacent Properties and their Related Persons and Entities.

1.3. “Attorneys’ Fees and Expenses” means all attorneys’ fees and costs, expert fees and costs, investigative costs, and witness fees related to: (i) the Upgrade Plan; (ii) repairs of the Subject Property; (iii) the Subject Action; (iv) the mediation of the Subject Action (including fees and costs paid to the mediation team); (v) the negotiation and implementation of this Global Settlement Agreement, the Proceeds Agreement and other settlement documents, including the Class Action Settlement Agreement; and (vi) any effort to obtain a Final Approval Order or to satisfy other conditions to settlement in this Global Settlement Agreement or the Class Action Settlement Agreement.

1.4. “Catastrophic Damage” is a man-made event that causes physical damage to, and significantly affects the value of, five or more residential units in the Subject Property.

1.5. “CCSF” means the City and County of San Francisco, each of which is a Settling Party.

1.6. “City Conditions” means each of the following events that are express conditions precedent to the validity and enforceability of this Global Settlement Agreement: (a) Completion by the CCSF of its environmental review as required by CEQA, the completion of which occurred through the publication by the San Francisco Planning Commission of that certain written Mitigated Negative Declaration (“MND”) on December 27, 2019; (b) Approval of the Global Settlement Agreement and the Class Action Settlement Agreement by the CCSF Board of Supervisors (“CCSFBS”) by formal adoption of an ordinance authorizing the Global Settlement Agreement and the Class Action Settlement Agreement followed by approval by the Mayor; (c) Approval by the CCSFBS by formal adoption of the Street Vacation Ordinance; (d) Approval by the CCSFBS by formal adoption of legislation, which, at the MTA’s request, will condition the conveyance of the City Easement on the issuance of a final and effective building permit, authorizing the City Easement in substantially the same form as set forth in Exhibit 2 (the “City Easement”); and (e) Approval by the CCSFBS of the Trust Exchange Resolution.

1.7. City Easement. City Easement means the easement agreement identified in Section 1.6 above. CCSF shall cause the City Easement to be recorded no later than five (5) days after CCSF is dismissed from all Subject Actions to which it is a party.

1.8. “Claim” or “Claims” means any and all past, present, and future rights, claims, cross- claims, class claims, suits, demands, liabilities, damages, losses, debts, obligations, dues, liens, actions, and causes of action of every kind or nature whatsoever, whether known or unknown, whether foreseen or unforeseen, whether vested or contingent, whether accrued or unaccrued, whether based on direct or secondary liability (including, without limitation, agency or alter ego), whether subrogated or unsubrogated, including, but not limited to: claims in law, equity, tort, by statute, in contract, warranty, equity, extra-contractual, and for breach of the duty of good faith and fair dealing, unfair settlement practices, strict liability, negligence (including, without limitation, gross and professional negligence), breach of contract, inverse condemnation, inconvenience, interference, nuisance, express indemnity, equitable indemnity, apportionment, contribution, subrogation, defense costs, alleged duties to provide insurance, punitive or exemplary damages, intentional conduct, malice, libel, slander, defamation, mental anguish, fraud, misrepresentation, conspiracy to commit fraud, diminution in value, stigma, loss of use, loss of enjoyment, loss of business opportunity, damage to business reputation, lost profits or goodwill, consequential damages, special damages, general damages, personal property damage, real property damages, economic and non-economic damages, restitution, rescission, and compensatory damages, interest, Attorney’s Fees and Expenses, other attorneys’ fees and expenses, costs of court, tax liabilities, penalties, claims under any statute, state or federal constitution, common law or any other theory of recovery.

1.9. “Class Action” means the suit styled Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322, Superior Court of the State of California in and for the County of San Francisco, and is part of the “Subject Action.”

1.10. “Class Action Settlement Administrator” means EPIQ Class Action and Claims Solutions, Inc. (“Epiq”) which, subject to approval by the Court, will perform those tasks as outlined in the Class Action Settlement Agreement and the separate agreement retaining the Class Action Settlement Administrator’s services for the Class Action Settlement Agreement.

1.11. “Class Action Settlement Agreement” means the settlement agreement pertaining to the Class Action, a copy of which (without exhibits) is attached hereto as Exhibit 7. As provided for in Section 3.3, the Global Settlement Agreement is conditioned upon and shall not be effective unless and until all applicable court(s) (including if there are any resulting appeals) grant(s) final approval of the Class Action Settlement Agreement. A challenge, including appeals, solely to fees or cost reimbursements to class counsel shall have no effect on the finality of the Global Settlement Agreement.

1.12. “TJPA Easement Agreement” means the 2008 Easement Agreement executed by MSD and the TJPA and the First Amended Easement Agreement executed by MSD, MTA and the TJPA.

1.13. “Effective Date” means the day all of the conditions in Section 3.3 below are satisfied. In no event, shall the Effective Date be earlier than May 31, 2020.

1.14. “Environmental Review” means environmental review of the Upgrade Plan under the California Environmental Quality Act (“CEQA”) (California Public Resources Code Sections 21000 et seq.), the CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq.), and Chapter 31 of the San Francisco Administrative Code.

1.15. “Final Approval Order” shall have the meaning given to it in Section 2.25 of the attached Class Action Settlement Agreement.

1.16. “Global Settlement Administrator” means Citibank, N.A., who will perform certain tasks as outlined in this Global Settlement Agreement.

1.17. “Global Settlement Agreement” means this Global Settlement Agreement, including all terms and exhibits hereto.

1.18. “Global Settlement Proceeds” means the aggregate total amount of agreed contributions from certain Settling Parties, including TJPA, and/or their insurers or risk financing entities, and distributed by the Global Settlement Administrator pursuant to the Global Settlement Agreement and/or the Proceeds Agreement.

1.19. “MSD” means Mission Street Development, LLC, a Settling Party herein. For the avoidance of doubt, MSD is not, and shall not be, included within the definition of the Unit Holder, Upgrade Contractor, or Upgrade Design Professional.

1.20. “MTA” means the Millennium Tower Association, a Settling Party herein.

1.21. “Non-Upgrade Repairs” means all repairs to be made by or on behalf of MTA and/or the Unit Holders to address any defects or damages to the Subject Property, excluding the Upgrade.

1.22. “Ongoing Operations” means construction activities at 301 Mission Street related to the Upgrade from and after the Execution Date, but does not extend to completed construction activities for work related to the Upgrade or by the Upgrade Contractor. The Ongoing Operations will be deemed completed at the earliest of the following times: (a) when all of the Upgrade Contractor’s work set forth in the Upgrade Contractor’s contract to construct the Upgrade has been completed; (b) when all of the work to be done by the Upgrade Contractor at the Millennium Tower site has been completed; or (c) when the Upgrade at the Millennium Tower site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the Upgrade. Work that may need service, maintenance, repair or replacement, but which is otherwise complete, will be treated as completed.

1.23. “Opt Out” means a request by a Class Member to be excluded from the settlement class by following the procedures in the Preliminary Approval Order and the Class Notice, as each of those terms are defined and as provided for in Sections 2.41 and 2.14 respectively, of the Class Action Settlement Agreement.

1.24. “Opt Out Deadline” means forty-five (45) calendar days after the Notice Date, as defined in Section 2.31 of the Class Action Settlement Agreement, or such other date as the Court may set. Any Request for Exclusion under Section 9.3 of the Class Action Settlement Agreement must be postmarked no later than the Opt Out Deadline.

1.25. “Opt Out Limit” means a numerical limit on the number of Opt Outs permitted, which has been separately agreed to by the Class Action Settling Parties in accordance with the Class Action Settlement Agreement upon which such number being exceeded each Settling Defendant’s termination rights under Section 4.3 below shall vest. The Opt Out Limit will be confidentially disclosed to the Court should it be exceeded or should the Court request it as part of the Class Action Settlement Approval process.

1.26. “Paying Settling Parties” mean those Settling Parties (except TJPA and CCSF) who are making, or on whose behalf their insurers will make, confidential payments toward the Global Settlement Proceeds pursuant to the Proceeds Agreement.

1.27. “Plaintiffs’ Groups” means the groups of individual plaintiffs identified in Exhibit 3 who have filed separate cases that are part of the Subject Action.

1.28. “Proceeds Agreement” means the confidential written Proceeds Deposit and Payment Agreement pursuant to which the Settling Parties will each pay their respective portion of the Global Settlement Proceeds or receive their respective portion of the Global Settlement Proceeds (except TJPA and its members, including CCSF whose contributions, if any, are set forth in section 3.1) and the Settlement Class Members (whose receipts are covered by the Class Action Settlement Agreement). For the avoidance of doubt, the Settlement Class Members and TJPA and its members, including CCSF, are not signatories to the Proceeds Agreement.

1.29. “Related Persons and Entities” shall refer to a Settling Party’s past, present and future: parent companies, divisions, subsidiaries, affiliates, related corporations and entities, alter egos, members, managers, directors, officers, board members, contract professionals, employees, agents, insurers of every type (including but not limited to primary, excess, and umbrella, comprehensive general liability, professional liability, and other types of insurers, risk financing entities, carriers, sureties, reinsurers, or retrocessionaires), attorneys, experts, lenders, designers, lienholders, mortgagees, predecessors, partners, joint venturers, legal representatives, heirs, administrators, trustors, trustees, beneficiaries, assigns, successors, legal and/or equitable owners, or any other successors in interest of any type or character whatsoever, transferees, future unit owners, contractors, subcontractors, architects, engineers, subconsultants and suppliers of any tier including but not limited to any person or entity insured under one or more of the contractor controlled insurance program (“CCIP”) policies procured in connection with construction of the Subject Property and/or any person or entity insured under one or more of the CCIP policies procured in connection with construction of the Salesforce Tower project (including, but not limited to, the enrollees identified in Exhibit 4 attached hereto and incorporated herein by this reference). For former and current owners of units in the Subject Property, Related Persons and Entities shall also include co-owners, and any person with a legal and/or equitable ownership in a unit, spouses and other family members of owners, family trusts,

tenants (including but not limited to, sub-tenants, co-tenants, and tenants in common) licensees, and occupants of a Settling Party. Notwithstanding anything in this Global Settlement Agreement to the contrary, the Upgrade Contractor and Upgrade Design Professional are not a Settling Party or a Related Person or Entity for or with respect to any act or omission with respect to the Upgrade. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or MSD, with respect to the Upgrade, Upgrade Construction Activities or the Upgrade Plan do not fall within the definition of Related Persons or Entities with respect to that work. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or Unit Holders with respect to Non- Upgrade Repairs, or other maintenance, repair, or construction activities at the Subject Property do not fall within the definition of Related Persons or Entities with respect to that work.

1.30. “Released Matters” means the Subject Action Claims and the Upgrade-Related Claims but not including:

(1) any subsequent Claims to enforce the terms of this Global Settlement Agreement;

(2) any Claims relating to the indemnity obligations set forth in Section 7.12 and 7.16;

(3) the Assigned Claims, as defined in Section 7.4;

(4) Claims that the MTA retains as provided for in Section 7.5;

(5) Claims that the Unit Holders retain as provided for in Section 7.6;

(6) Claims that the Adjacent Property Owners retain as provided for in Section 7.7;

(7) Claims that are within the exception as to Governmental Functions as provided for in Section 7.8;

(8) Any claims for reimbursement of defense fees and costs, against an insurance company or risk financing entity allegedly owed pursuant to additional insured coverage. This exception does not include claims for reimbursement of any portion of the Global Settlement Proceeds against an insurance company or risk financing entity allegedly owed pursuant to additional insured obligations, which are satisfied and released pursuant to the Global Settlement Agreement. Further, this exception does not apply to any claims for defense fees and costs by or against a CCIP;

(9) Any claims for reimbursement solely regarding payments toward the Global Settlement Proceeds made by insurers or risk financing entities of a named

insured for equitable indemnity, equitable contribution, or equitable subrogation against other insurers of the same insured. This exception does not include claims for additional insured indemnity obligations or payments from Millennium Tower CCIP insurers; and

(10) Claims that are provided for in Section 7.17 below.

Clauses 8 and 9 of this Section shall not apply to TJPA’s carriers or risk financing entities, SDRMA and Evanston, as to which such claims are fully released, which release concerns solely the obligations under those policies or liability coverage agreements, including additional insured and additional covered party endorsements and certificates, issued by SDRMA and Evanston to TJPA and MSD. Likewise, SDRMA and Evanston, fully release all insurers and Parties to the Global Settlement Agreement for any claims relating to or arising out of any settlement payment made by SDRMA and Evanston for any monies paid on behalf of TJPA.

The exclusion of any matter from the Released Matters does not suggest that any carved- out claim has merit and all parties retain their rights and defenses as to those claims.

1.31. “Released Parties” means the Settling Parties and the Related Persons and Entities.

1.32. “Settlement Class Members” shall have the meaning as set forth in Section 2.47 of the attached Class Action Settlement Agreement.

1.33. “Settling Defendants” means all defendants, cross-defendants, and signatories to this Global Settlement Agreement as shown on Exhibit 1.b who are settling pursuant to this Global Settlement Agreement (a “Settling Defendant” refers to a singular member of any of the foregoing groups that collectively constitute “Settling Defendants”). For the avoidance of doubt, the Settling Defendants do not and shall not include the Upgrade Contractor and Upgrade Design Professional, or the MTA.

1.34. “Settlement Payments” means the payments from the Global Settlement Proceeds to be made to the Class Action Settlement Administrator, the MTA and the Plaintiffs’ Groups under the terms of this Global Settlement Agreement, the Proceeds Agreement and/or the Class Action Settlement Agreement.

1.35. “Settling Parties” means the collective signatories to this Global Settlement Agreement as are identified in Exhibit 1.a and Exhibit 1.b, and all Settlement Class Members as defined in the Class Action Settlement Agreement (a “Settling Party” refers to a singular member of the foregoing groups that collectively constitute “Settling Parties”).

1.36. “Settling Plaintiffs” means the parties listed in Exhibit 1.a, as well as all Settlement Class Members defined in Section of 2.47 the Class Action Settlement Agreement.

1.37. “Street Vacation Ordinance” means a CCSFBS ordinance ordering the vacation of the sidewalk portion of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection in substantially the same form as Exhibit 8.

1.38. “Subject Action(s)” means collectively each and every action listed in Exhibit 5, be they actions in the Superior Court, federal court, or any other alternative dispute resolution forum.

1.39. “Subject Action Claims” means any and all Claims that any Settling Party or Related Persons and Entities may have, ever had, now has, or may hereafter have related to or arising out of: (a) movement (including, but not limited to, vertical settlement and tilt) of the Subject Property; (b) the performance, original design or construction of the Subject Property including the design or manufacture of any component parts, or any damage, defects, conditions or loss to or use of the Subject Property, whether patent or latent, including, without limitation, any claimed non-conforming or defective conditions or repairs or violations of statutory standards for residential construction; (c) the sale, lease, or transfer of any rights in the Subject Property, including but not limited to the sale, lease, or transfer of any units in the Subject Property; and/or (d) all Claims and cross-claims that have been or could have been asserted in the Subject Action related to the Subject Property. Notwithstanding the foregoing or anything else in this Global Settlement Agreement, Subject Action Claims do not include Claims preserved by sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17.

1.40. “Subject Property” means the entire Millennium Tower development, including but not limited to the real property located at 301 Mission Street, San Francisco, California 94105, and all improvements thereon and appurtenant thereto and thereunder, and the Millennium Tower (i.e., the tower itself); the podium structure, the basement; the piles; the mid-rise structure; the parking areas (including the parking garage); common areas; fixtures; personal property that at any time was located at the Subject Property; commercial areas; utilities; individual residential units; and all land.

1.41. “TJPA” means the Transbay Joint Powers Authority, a Settling Party herein.

1.42. “Trust Exchange Resolution” means a CCSFBS resolution approving the removal of the Public Trust for commerce, navigation, and fisheries imposed by the Burton Act on portions of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection as well as other areas on Mission, Fremont, and Beale Streets and addition of the Public Trust on certain streets near Fisherman’s Wharf, as set forth in Exhibit 9.

1.43. “Unit Holder” means (1) the owner of any individual unit or combination of units in the Subject Property that is a plaintiff, cross-complainant, or a Settlement Class Member in any case within the Subject Action; and (2) any other person or entity who, as of the Execution Date, claims any interest, whether legal or equitable, in the title of one or more residential or commercial unit in the Subject Property owned by another, including, but not limited to, predecessors, successors, assigns, lessees, sublessees, trustees, beneficiaries, or devisees of such person or entity. For the avoidance of any doubt, Unit Holder does not include the MTA.

1.44. “Upgrade” means work that has been performed, and is to be performed, as part of the Upgrade Plan.

1.45. “Upgrade Construction Activities” means and is limited to action taken by any person or entity in connection with designing, planning, coordinating, constructing, providing material or services for, or otherwise participating in implementing the Upgrade Plan.

1.46. “Upgrade Contractor” means Shimmick Construction, Inc., and its subcontractors, consultants and suppliers retained to construct the Upgrade and any successors or assignees. Upgrade Contractor shall also include any new or replacement contractor, subcontractors, consultants and suppliers retained to perform all or any portion of the work to be performed by the Upgrade Contractor.

1.47. “Upgrade Design Professional” means Simpson Gumpertz & Heger, Inc. and its subconsultants retained in connection with the design of the Upgrade and any successors thereto.

1.48. “Upgrade Plan” means the plan for the perimeter pile upgrade being undertaken on behalf of the MTA as a voluntary seismic upgrade and foundation stabilization for the Subject Property (City and County of San Francisco, Department of Building Inspection (“SFDBI”) Permit No. 2018.12.04.7402), and the associated shoring and excavation design (SFDBI Permit No. 2018.12.07.7819) and indicator pile program (SFDBI Permit No. 2018.12.07.7828), and includes all designs, drawings, and plans prepared for the Upgrade and available with SFDBI.

1.49. “Upgrade-Related Claim(s)” means, except as provided below, (a) any and all Claims that any Settling Party or Related Persons and Entities may have, ever had, now has, or may hereafter have which allegedly arise out of or relate to the design, engineering, construction or performance or non-performance of the Upgrade, the Upgrade Plan, and the Upgrade Construction Activities, including, but not limited to, claims for economic damages, non-economic damages, property damage, diminution in value, stigma, loss of use, distress, bad faith, attorneys’ fees, expert fees, repair costs, investigative costs, and any other acts or omissions, conduct or damage of every kind and nature whatsoever; and (b) any and all Claims related to inconvenience, interference, nuisance, or other claims based on alleged impacts on use or enjoyment of the Subject Property. Notwithstanding the foregoing or anything else in this Global Settlement Agreement, certain Upgrade- Related Claims are not released by this Global Settlement Agreement, and are instead expressly reserved by Sections 1.30, 7.4, 7.5, 7.6, and 7.7.

2. FACTUAL REPRESENTATIONS

2.1. Beginning on or about August 17, 2016, various plaintiffs filed complaints asserting causes of action against numerous defendants related to movement of the Subject Property and other alleged defects or damages caused to the Subject Property, which complaints have been related, coordinated and/or consolidated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758 in the Superior Court of San Francisco and which, along with other cases, are listed in Exhibit 5. The defendants deny generally the allegations contained in the complaints.

2.2. In cases that have been coordinated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758, various defendants and cross-defendants have initiated cross-complaints, and various other parties have appeared as cross-defendants and cross-complainants. The cross-defendants deny generally the allegations in the cross-complaints.

2.3. Initial mediation efforts relating to any Subject Action Claims began in September 2016, with regard to a Right to Repair Act claim that was noticed by the Millennium Tower Association, and that later expanded to include other claims and parties.

2.4. After the initial mediation efforts did not succeed in resolving the Right to Repair Act claim and other Subject Action Claims, all Settling Parties began participating in a global mediation before a mediation team led by the Honorable Daniel Weinstein that also includes the Honorable Ronald Sabraw, Gerald Kurland, Gard Holby, and Peter Kamminga, to address all disputes among the Settling Parties concerning the Subject Action.

2.5. These global mediation efforts have included numerous sessions with the mediation team, presentations by various parties and their experts, and extensive work between and among the Settling Parties and mediators.

2.6. As a result of the mediation efforts, extensive settlement discussions and negotiations, and in order to avoid the risks and costs of continued litigation, the Settling Parties desire to resolve the Subject Action and Released Matters between and among them finally and forever, pursuant to the terms of this Global Settlement Agreement.

2.7. The Settling Parties intend this Global Settlement Agreement to resolve the Subject Action and the Released Matters.

2.8. Pursuant to its governing documents, the MTA is the owner of and has control over the common elements of the Subject Property, including but not limited to, the podium, the garage, and the foundation of the Millennium Tower, the 58-story, 645-foot-tall structure (the “Tower”) that is a component of the Subject Property.

2.9. Subject to the permitting authority of the CCSF, and pursuant to the MTA’s governing documents, the MTA has sole discretion and control over decisions as to whether to allow any upgrades or modifications to be made to the common elements of the Subject Property. As a component of the Global Settlement Agreement and the resolution of the MTA’s Claims in the Subject Action, the MTA has adopted the Upgrade Plan to address and to resolve its Claims related to movement of the Subject Property and the causes and effects thereof.

2.10. The Upgrade Plan is a proposed upgrade to the foundation of the Tower.

2.11. The MTA is the project sponsor of the Upgrade and it has and will have control over the Upgrade Plan, as well as control over implementation of the Upgrade.

2.12. The Upgrade Plan may not be modified without the consent and approval of the MTA.

2.13. The Upgrade Contractor is Shimmick Construction, Inc., a subsidiary of AECOM.

2.14. Shimmick is a member of Shimmick-Nicholson Joint Venture, which is a Settling Party. Notwithstanding anything to the contrary contained herein, Shimmick’s work on the Upgrade is unrelated to Shimmick-Nicholson Joint Venture’s and its Related Persons or Entities (“SNJV”) agreement to the terms of this Global Settlement Agreement and SNJV has no duties, responsibilities, obligations, liabilities, or other legal or equitable connection whatsoever to the Upgrade Plan or to the Upgrade.

2.15. MSD has provided and will provide services to the MTA related to the permitting and approval of the Upgrade Plan, and will provide services to the MTA related to implementation of the Upgrade, including services related to Shimmick’s work, and the work of certain consultants and design engineers, pursuant to contractual relationships with and among the MTA, Shimmick, and the consultants and design engineers.

2.16. The Upgrade Plan was designed by the Upgrade Design Professional for the use and benefit of only the MTA and the Unit Holders.

2.17. Other than the roles identified above as to Shimmick, the MTA, and MSD, no Settling Party is responsible under this Global Settlement Agreement for providing services, oversight, or work related to implementation of the Upgrade or the Upgrade Plan.

2.18. The final Mitigated Negative Declaration published by CCSF for the Upgrade (the “MND”), states that the Tower’s existing foundation system consists of a 10-foot-thick reinforced concrete foundation that is supported by 942 concrete piles that extend approximately 75 to 85 feet below ground surface to the Colma Sands soil layer.

2.19. The MND is a public record that is available at https://citypln-m- extnl.sfgov.org/SharedLinks.aspx?accesskey=a3188c491fd824c33258d48103d7a0d75f85 c763883b49777f9ee362eef31049&VaultGUID=A4A7DACD-B0DC-4322-BD29- F6F07103C6E0. The MND was prepared by CCSF in cooperation with the project sponsor and its representatives, and statements made in the MND are based, in part, on representations made by the project sponsor and its representatives to CCSF. The MND is intended to be read as a whole, and is referenced in these factual representations for informational purposes only.

2.20. The MND states that the Upgrade project site is located at and adjacent to the Subject Property, and includes portions of the public right-of-way on Fremont, Mission, and Beale streets adjacent to the Subject Property.

2.21. The MND states that the MTA, as project sponsors, asserts that Subject Property and portions of the Tower have experienced vertical and differential settlement.

2.22. The MND states that the MTA asserts that the existing mat foundation of the Tower has settled approximately 17.6 inches at its lowest point, near the northwest corner of the Tower building, such that the top of the building tilts approximately 17.1 inches to the northwest near the corner of Mission and Fremont streets.

2.23. The MTA submitted three building permit applications (Permit Nos. 201812047402, 201812077819, and 201812077828) for the Upgrade to SFDBI on December 4, 2018 and December 7, 2018.

2.24. The MND states that the Tower has been evaluated and determined to be structurally sound.

2.25. The MND states that the Upgrade Plan is intended to implement a structural upgrade of the Tower building foundation, through installation of a structural extension of the existing mat foundation for the Tower building along its north and west sides, supported by 52 new piles extended to bedrock.

2.26. The MND states that the Upgrade Plan is designed to meet the requirements of section 403.9, Voluntary Seismic Improvements, of the San Francisco Existing Building Code, with the intent to reduce future settlement of the Tower.

2.27. The MND states that in addition to abating further settlement in the northwest corner of the Tower building’s existing foundation, the project sponsor asserts that the Upgrade Plan may allow for gradual tilt correction of the Tower building over time, by allowing future long-term settlement to occur over portions of the Tower mat.

2.28. The MND states that the Upgrade Plan geotechnical report indicates that future long-term settlement of the Tower could occur under the Upgrade Plan.

2.29. The MND states that the Upgrade Plan has undergone independent engineering design peer review in accordance with SFDBI requirements related to structural, geotechnical, and seismic hazard design review for the alteration or retrofit of existing buildings.

2.30. The MND states that the peer review team was convened by and under contract with SFDBI.

2.31. The MND states that the peer review team consisted of four members, all licensed professional engineers with extensive experience in structural, geotechnical, and civil engineering including earthquake engineering.

2.32. The MND states that the peer review team during its review assessed the project drawings, structural calculations, geotechnical investigation, written supplements, and reports.

2.33. The MND states that all of the peer review team’s comments on the geotechnical and structural design have been adequately addressed by the project’s design team, and there are no outstanding or unresolved issues, as indicated in its August 27, 2019 findings and recommendations to SFDBI.

2.34. The MND states that the independent peer review team found that once the Upgrade is constructed, the Subject Property would be expected to have performance consistent with the design objectives and in conformity with section 403.9, Voluntary Seismic Improvements, of the San Francisco Existing Building Code, and SFDBI concurred with this finding.

2.35. The MND states that the Upgrade project site, where construction activities and staging for the proposed improvements would occur, consists of an approximately 13,900 square foot area within the existing Mission, Beale, and Fremont streets public right-of-way, including sidewalks and sub-sidewalks, vehicular lanes, and parking, adjacent to the Tower and Podium buildings.

2.36. The MND states that Upgrade construction activities are planned to be staged along the perimeter of Fremont, Mission, and Beale streets, requiring the closure of certain travel lanes and sidewalks, with resulting impacts on transit and traffic patterns, as set forth in the MND.

2.37. The MND evaluated the potential environmental impacts of construction activities and other work related to the Upgrade.

2.38. The MND states that prior to excavation and construction of the Upgrade project, implementation of an indicator pile beneath the sidewalk near the corner of Fremont and Mission Streets will be required.

2.39. Because the indicator pile program is necessary to assess the geological strength of the bedrock underneath the Tower building and to determine the required depth of extension of the piles into the rock to achieve design strength, construction of the Upgrade or implementation of the Upgrade Plan may be modified or may not proceed as designed unless the indicator pile program validates the Upgrade Plan.

2.40. The MTA and the Unit Holders acknowledge that prior to commencement of construction of the Upgrade, the MTA as project sponsor will be required to obtain all necessary entitlements and approvals from the relevant government and regulatory authorities.

2.41. The MTA and the Unit Holders acknowledge that the funds required for construction of the Upgrade, including for pre-construction and construction-related services and work associated with the Upgrade, will come from the Global Settlement Proceeds contributed by the Paying Settling Parties, and/or their insurers (pursuant to the Proceeds Agreement) and TJPA, CCSF, as appropriate, and/or their insurers or risk financing entities (pursuant to the Global Settlement Agreement).

2.42. The MTA and the Unit Holders acknowledge that construction of the Upgrade will not commence unless and until the City Easement has been executed, all necessary entitlements and approvals have been provided, the Subject Action and each of them (except the Class Action), have been dismissed with prejudice as required by the Global Settlement Agreement, a final judgment has been entered in the Class Action approving the settlement and providing for the Court to retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h), the Upgrade has been fully funded and insured, and the other conditions in the Global Settlement Agreement have been satisfied, including all of the requirements for there to be an Effective Date for this Global Settlement Agreement and for the Class Action Settlement Agreement.

NOW THEREFORE, in consideration of the factual representations and definitions set forth above, which are incorporated herein, and the mutual promises and covenants set forth herein, the Settling Parties agree as follows:

3. SETTLEMENT PAYMENTS

3.1. Global Settlement Proceeds funding. Within 30 calendar days after the Effective Date, all Paying Settling Parties, and TJPA, and/or their respective insurers or risk financing entities, as appropriate, on their respective behalves hereby agree and shall pay to the Global Settlement Administrator their respective portions of the Global Settlement Proceeds pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or as set forth below (as to TJPA and CCSF). The mediation team has verified and confirmed the amounts to be paid by TJPA and its insurers or risk financing entities to the Global Settlement Administrator provided this Global Settlement Agreement is approved by the TJPA Board and all other conditions precedent to payment in Section 3.3 are satisfied. By full execution of this Global Settlement Agreement after the TJPA Board approval, TJPA agrees that it shall pay or cause its insurers or risk financing entities to pay, those amounts, which shall only be disclosed after execution of the Global Settlement Agreement by all other Settling Parties and approval of the Global Settlement Agreement by the TJPA Board as provided and subject to the conditions above. In no event shall the timing of TJPA’s payment obligations, or obligations of its risk financing entities or insurers, occur before the time for payments to the Global Settlement Administrator by any Paying Settling Party or their respective insurers. Payments made to the Global Settlement Administrator by or on behalf of TJPA shall be handled in accordance with the escrow instructions applicable to payments by Paying Settling Parties as agreed to with Citibank, N.A.

The mediation team has also committed to TJPA and the CCSF that within 30 days of the full execution of the Global Settlement Agreement they will re-confirm with the MTA, Class Counsel (on behalf of the Settlement Class), and the Plaintiffs’ Groups the amounts they are expected to receive from the Global Settlement Proceeds. Should the mediation team report to TJPA and the CCSF that they are unable to provide such confirmation (“Failed Confirmation”), TJPA and/or the CCSF shall have the right to terminate this Global Settlement Agreement and any other Agreement it is incorporated into to which it is a party. The parties acknowledge that this Failed Confirmation shall fall outside any mediation protections. Should TJPA and/or the CCSF intend to exercise such termination rights, TJPA and/or the CCSF shall first provide notice of intent to do so to all Settling Parties within 10 days of receipt of such information from the mediation team. It may thereafter terminate the Global Settlement Agreement by filing a document in the lead Lehman matter not less than 31 calendar days or not more than 40 calendar days after sending its notice of intent to terminate.

3.2. As soon as practicable after the approved funding in full of the Proceeds Agreement (as to the Paying Settling Parties) and as to TJPA as provided pursuant to section 3.1 above, the Global Settlement Administrator shall distribute the Settlement Payments in accordance with the terms of this Global Settlement Agreement, the Proceeds Agreement, and/or the Class Action Settlement Agreement as appropriate.

3.3. Conditions to Settlement. The Settling Parties agree that this Global Settlement Agreement, and the settlements, releases, and waivers contemplated hereunder, will be contingent upon , and no Settling Party or any contributing insurer or risk financing entity shall be obligated to make any payments unless and until each and every one of the following conditions are satisfied:

(a) all Parties identified in Exhibit 1.a and Exhibit 1.b have executed this Global Settlement Agreement, and as necessary, the Class Action Settlement Agreement, the Proceeds Agreement, other agreements referenced herein, and the Services and Funding Agreement within 42 calendar days of the Execution Date. All parties shall provide notice of their signatures pursuant to Section 11.18. For purposes of this condition Section 3.3(a) only, TJPA’s and CCSF’s signature as to form to present this Global Settlement Agreement and Class Action Settlement Agreement to their respective boards shall be deemed to satisfy this condition, but such signatures shall not satisfy Sections 3.3(g) or Section 3.3(h);

(b) the Court in the Class Action enters the Preliminary Approval Order;

(c) the Opt Out Limit is not reached or is reached and no Settling Party timely exercises its termination rights under Section 4.3 below or Section 9.5 of the Class Action Settlement Agreement;

(d) the Court in the Class Action enters the Final Approval Order and enters judgment in the Class Action;

(e) expiration of the time:

(i) to appeal or to seek review in the California appellate court of last resort of the Final Approval Order or a judgment entered in the Class Action; and

(ii) to bring a motion under California Code of Civil Procedure Section 663 challenging the class judgment resulting from the Final Approval Order and/or an appeal from any denial of any such Section 663 motion;

(f) should an appeal be taken, a petition for review sought, or a California Code of Civil Procedure Section 663 motion be filed challenging the Final Approval Order and/or class judgment within the times required by condition (e), then (i) when the California court of last resort either dismisses such appeal, petition, or motion and/or rules on such appeal, petition, or motion in a manner that affirms or validates the Final Approval Order and class judgment and that ruling becomes final, or (ii) should no appeal be taken, no petition for review sought, and no California Code of Civil Procedure Section 663 motion be filed challenging the Final Approval Order and/or judgment entered in the Class Action within the times required by condition (e), this condition will be deemed satisfied;

(g) completion and satisfaction of each of the City Conditions identified in Section 1.6 above;

(h) approval of this Global Settlement Agreement and the Class Action Settlement Agreement by the Board of Directors for the TJPA followed by execution by an authorized representative;

(i) no Settling Party exercises any contractually provided termination rights as set forth in this Global Settlement Agreement, the Proceeds Agreement, and/or the Class Action Settlement Agreement, as applicable, within the time allowed to do so;

(j) all conditions in Section 2.42 have been satisfied and the Services and Funding Agreement and the Construction Contract have been executed; and

(k) no new litigation is commenced against any Settling Defendant regarding the Millennium Tower before all other conditions under this Section 3.3 are satisfied.

If any of these conditions fails to be satisfied, this Global Settlement Agreement and any agreement it is incorporated into shall be terminated and the terms of Sections 4.4 and 11.2 shall apply. A challenge solely to fees or expense reimbursements to Class Counsel shall not affect the finality of this Global Settlement Agreement or the Class Action Settlement Agreement and the settlement contemplated hereunder. The Parties agree to expedite any appeals taken from the judgment or Final Approval Order, including but not limited to filing a motion immediately but not more than ten days after service of notice of the appeal asking the Court of Appeal to expedite the appeal.

3.4. Hernandez Occurrence. In the event that: (1) all other conditions in Section 3.3 excluding Sections 3.3(e), 3.3(f), and 3.3(k) are satisfied, and (2) no person or entity has formally intervened in the trial court prior to the entry of the Final Approval Order and class judgment, and (3) no person or entity has brought a timely motion under California Code of Civil Procedure Section 663 to challenge the Final Approval Order or class judgment (collectively the “Hernandez Occurrence”), then for the funding obligations of Section 3.1 as to the Paying Settling Parties, TJPA, and/or their respective insurers or risk financing entities on their respective behalves, the Effective Date will be deemed to have occurred as of the expiration of time to bring a motion under California Code of Civil Procedure section 663 challenging the Final Approval Order or judgment in the Class Action provided such date is not on or before May 31, 2020.

Notwithstanding anything provided in this Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement, in the event there is a Hernandez Occurrence, any moneys paid pursuant to Section 3.1 shall be held by the Global Settlement Administrator in an interest bearing account and not distributed until no earlier than either the satisfaction of conditions in Sections 3.3(e), 3.3(f), and 3.3(k) or the termination of this Global Settlement Agreement. Thereafter, distribution or return of funds shall occur pursuant to the terms of this Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement, as appropriate, provided, however that the Plaintiffs Groups and the MTA shall have the right to any interest earned on the monies held during this Hernandez Occurrence if the result that led to the distribution was the satisfaction of all of the conditions in Section 3.3, including Sections 3.3(e), 3.3(f) and 3.3(k), and the Paying Settling Parties, TJPA, CCSF, as appropriate,

and/or their respective insurers or risk financing entities, shall have the right to the interest in the event that there has been a termination of this Global Settlement Agreement or a failure to satisfy condition Sections 3.3(f) and 3.3(k).

In the event there is a Hernandez Occurrence, the Effective Date for the settlements, releases, dismissals, and waivers in this Global Settlement Agreement other than provided for by Section 3.1, shall not be deemed to have occurred until the satisfaction of all conditions in Section 3.3, including Sections 3.3(e), 3.3(f), and 3.3(k). The Hernandez Occurrence shall in no way limit any rights of termination provided in this Global Settlement Agreement or in any agreement it is incorporated into. Instead, subject to the terms of this Section, the Hernandez Occurrence shall only impact the timing of the funding obligations as provided in Section 3.1 and have no other impact on the terms of this Global Settlement Agreement or any agreement it is incorporated into.

In the event there is no Hernandez Occurrence, the terms of this Section 3.4 shall not apply.

3.5. Effect of Signature. Any Settling Party that executes this Global Settlement Agreement agrees that upon execution by that Settling Party it is bound to the terms of this Global Settlement Agreement for all time subject only to (a) the failure of the conditions set forth in this Global Settlement Agreement under Section 3.3, (b) the failure of any other contracted conditions precedent, and (c) the exercise by that or any Settling Party of any termination rights provided herein, provided in the Class Action Settlement Agreement, or as provided in the Proceeds Agreement.

3.6. Stay of Subject Action. Notwithstanding Section 3.3, upon the satisfaction of condition 3.3(d), the currently set trial date shall be vacated. The Settling Parties further agree that upon this Global Settlement Agreement being sent out for signature the current stay of the Subject Action shall continue until the conditions in Sections 3.3 and 3.4 are satisfied or the Global Settlement Agreement terminates according to its terms. Notwithstanding anything to the contrary in this Global Settlement, in the event that this Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement is terminated for any reason, the Settling Parties agree that they shall request to have not less than 8 months and not more than 12 months to prepare for the Phase One trial after the date of the termination of the Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement.

3.7. No Joint and Several Liability. Notwithstanding anything to the contrary in this Global Settlement Agreement, each Settling Party is only severally responsible for its contribution to the Global Settlement Proceeds, if any. No Settling Party is liable for another Settling Party’s or any insurer’s or any risk financing entity’s failure to meet its payment obligation.

3.8. No guarantee of payments by Insurers or Risk Financing Entities. In the event that one or more insurers or risk financing entities for a Settling Party fails to make the payment for which such insurers or risk financing entities committed that it will make on behalf of such Settling Party, then such Settling Party shall not be liable for breach or be in default of this Global Settlement Agreement. Nonetheless, in that event, the Setting Plaintiffs shall have the right to elect to terminate this Global Settlement Agreement pursuant to the terms

of the Proceeds Agreement (as to a non-payment by an insurer for a Paying Settling Party) or as set forth herein (as to a non-payment by an insurer or risk-financing entity for TJPA).

Should a Paying Settling Party or TJPA, as distinct from its insurer or risk financing entity, not make a payment to which they committed pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or as set forth herein (as to TJPA), then the Settling Plaintiffs shall also have the right to terminate this Global Settlement Agreement pursuant to the terms of the Proceeds Agreement (as to the Paying Settling Parties) or as set forth herein (as to TJPA).

A Settling Plaintiff may exercise any termination rights that vest from a TJPA non-payment (inclusive of any non-payment by one of its insurers or risk financing entities), should it occur, by first providing written notice to all Settling Parties within 10 calendar days after notice from the Global Settlement Administrator of a TJPA non-payment. Not less than 11 calendar days and not more than 20 calendar days after the Settling Plaintiff provides such notice, the Settling Plaintiff may terminate the Global Settlement Agreement by filing a document in the Lehman matter stating that the Global Settlement Proceeds did not achieve the total confirmed amount, and that it thereby terminates the entire Global Settlement Agreement.

In the event a Settling Plaintiff does not terminate the Global Settlement Agreement pursuant to termination rights that vest from a non-payment by a Settling Party, including TJPA, the Settling Plaintiffs who took less than their certified amounts shall be entitled to obtain a judgment in the amount of the defaulted payment or portion thereof pursuant to California Civil Procedure Code Section 664.6 against the defaulting Settling Party, provided that the sum of the judgments so obtained, excluding costs and attorneys’ fees, do not exceed the amount of the default.

3.9. Good Faith Motion. The Settling Parties agree that upon the Effective Date, the Global Settlement Agreement is a good faith settlement under California law and each reserves the right to bring a motion for a good faith settlement determination by the court and for the relief provided in Code of Civil Procedure Section 877.6 against any claims subsequently asserted by third parties against one or more Settling Parties regardless of whether the Settling Party has been named and/or is a party to the Subject Action that should be barred by this global settlement. In the event a Section 877.6 motion or similar motion becomes necessary, or that the Agreement is pled as a defense, basis for injunction and/or basis of a cross-complaint or other action, the Settling Parties waive the confidentiality provisions of the Global Settlement Agreement and the Proceeds Agreement to the extent reasonably necessary to fully substantiate such a motion except that specific amounts any Plaintiffs’ Group or Unit Holders receive shall not be disclosed. In no event, however, shall confidentiality be waived under this Section 3.9 before the Effective Date. Should a good faith motion become necessary after the Effective Date, the Settling Defendants agree to provide to each other the amounts paid in consideration as part of this global settlement.

3.10. Payments to Plaintiffs’ Groups and the MTA. Payments to the MTA and to the Plaintiffs’ Groups who are not Settlement Class Members shall be made as soon as possible

by the Global Settlement Administrator after the total amount of the Global Settlement Proceeds are deposited into the account administered by the Global Settlement Administrator pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or as provided herein (as to TJPA). Each Plaintiffs’ Group shall be separately responsible for distributing the negotiated and allocated settlement amounts among Unit Holders and any other parties to that Plaintiffs’ Group. The Settling Defendants shall not be responsible for individual distribution of Settlement Proceeds to Unit Holders or any other parties within a Plaintiffs’ Group, the MTA, or to the Settlement Class, and shall not be required to make additional payments to resolve any disputes between or among any Plaintiffs’ Group, Unit Holders or any other parties regarding the amounts allocated to or received by any individual plaintiff member of any Plaintiffs’ Group. The Settlement Parties acknowledge that each Paying Settling Party or TJPA satisfy their obligations once each Paying Settling Party, TJPA, and/or their respective insurers or risk financing entities makes its full payment to the escrow account managed by the Global Settlement Administrator.

3.11. Termination by a Settling Party. If any Settling Party exercises any termination rights under any agreement, it is understood and agreed that such termination shall also terminate this Global Settlement Agreement in full as to all Settling Parties. Sections 4.4, 11.2, and any other Sections dealing with termination shall apply.

4. CLASS SETTLEMENT

4.1. The Settling Parties acknowledge and agree as reflected in Sections 1.11 and 3.3 that one of the conditions precedent of this Global Settlement Agreement is the grant of a fully valid, final Court approval of class-wide settlement of the Class Action on the terms, or substantially the same terms, as set forth in the Class Action Settlement Agreement. This condition applies to all of the Settling Parties to this Global Settlement Agreement, including any Settling Parties who are not parties to the Class Action Settlement Agreement.

4.2. The Settling Parties and their counsel agree that (a) each will not encourage any persons to Opt Out or file objections to the Class Action Settlement Agreement and (b) no Settling Party will permit work product of consultants retained on their behalf in the Subject Action to be shared with persons who Opt Out of or object to the Class Action Settlement Agreement or any other non-Settling Party unless compelled by a court after noticed motion with notice provided to all Settling Parties and their counsel of record.

4.3. Each Settling Defendant shall have the right to terminate the Class Action Settlement Agreement and this Global Settlement Agreement prior to the Final Approval Hearing should the number of Opt Outs exceed the Opt Out Limit. A Settling Defendant shall be deemed to have exercised the termination rights under this section if: (a) such party gives notice to all signatories to this Global Settlement Agreement pursuant to Section 11.18 below of their intent to terminate within 10 days of notice that Opt Out Limit has been exceeded by the Class Actions Settlement Administrator, and (b) on or before the date of the Final Approval Hearing such Settling Defendant thereafter files a document in the lead Lehman matter stating that the Opt Out Limit has been exceeded and that it thereby terminates either this Global Settlement Agreement or the Class Action Settlement

Agreement, or both. If any Settling Defendant exercises its termination right under this section, the conditions for global settlement will not have been achieved, the Global Settlement Agreement and any agreement it is incorporated into, including the Class Action Settlement Agreement, shall terminate. In the event of termination, the Settling Parties shall be returned to their respective positions as of the date of this Global Settlement Agreement. Notwithstanding the foregoing, and unless separately provided in writing by the Settling Parties, unless and until a Settling Defendant files its termination in the lead Lehman matter as set forth in this Section 4.3(b) or Section 9.5 of the Class Action Settlement Agreement the schedule for final approval of the Class Action settlement shall continue. If a termination is filed under this Section 4.3(b) or Section 9.5 of the Class Action Agreement, notice shall be given to the Settlement Class Members by the Class Action Settlement Administrator in a form approved by the Court.

4.4. In the event that the Class Action Settlement Agreement: (a) is not approved by the Court; or (b) any Objection to the Class Action Settlement Agreement is sustained by any court; or (c) any Settling Defendant exercises its termination rights under Section 4.3 above and/or Section 9.5 of the Class Action Settlement Agreement, this Global Settlement Agreement shall have no further force and effect with respect to the Settling Parties or the Settlement Class Members. In such event, this Global Settlement Agreement and all negotiations, proceedings, documents prepared and statements made in connection with this Global Settlement Agreement shall be without prejudice to any Settling Party or Settlement Class Member and shall not be deemed or construed to be an admission or confession by any Party or any other person or entity of any fact, matter or proposition of law, and all Settling Parties and Settlement Class Members shall stand in the same position as if this Global Settlement Agreement had not been made or submitted to the Court. The Settling Parties further acknowledge that the drafting and negotiations of the Global Settlement Agreement, Class Action Settlement Agreement, and the Proceeds Agreement was done through the mediation such that mediation protections and Section 11.2 apply to those drafts and negotiations.

5. UPGRADE AND REPAIRS TO THE SUBJECT PROPERTY

5.1. Except to the extent provided for in written agreements, if any, between MSD and MTA, except as provided in Section 7 below, or except as a result of other Settling Defendants contracting to assume new responsibilities with respect to the Upgrade that they do not have as of the Effective Date, Settling Defendants shall have no responsibility or liability for the Upgrade or other repairs to be performed at the Subject Property and shall not be required to make any additional monetary contributions to the Upgrade, the Non-Upgrade Repairs or any other repairs, or any decisions made by the MTA regarding the Upgrade, the Upgrade Plan, or Non-Upgrade Repairs. Therefore, notwithstanding any other terms in this Global Settlement Agreement, all Settling Parties acknowledge and agree that all Settling Defendants are released from liability as to any Upgrade Related Claims or any Claims which arise out of any Upgrade Related Claims, except as provided in Section 7 below. MTA and the Unit Holders (1) waive all Claims against Settling Parties for any claimed defects or damages to the Subject Property caused by design, construction, component parts or performance of the Subject Property or one or more of the Adjacent Properties, and (2) agree to the payment to be made from the Global Settlement

Administrator to MTA as full and final payment for the Upgrade, all Non-Upgrade Repairs and all other repairs to the Subject Property, among other matters. No Settling Party shall be responsible for any other payments to address any claimed defects or damages to the Subject Property whether or not repaired by MTA or a Unit Holder.

5.2. This Global Settlement Agreement and the Class Action Settlement Agreement are in no way contingent on the effectiveness of the Upgrade in remedying, halting, or correcting any movement or tilt of the Subject Property, and this Global Settlement Agreement and the Class Action Settlement Agreement are enforceable and binding notwithstanding any results or outcome of the Upgrade, the Upgrade Plan, and the Non-Upgrade Repairs or any decisions made by the MTA regarding the Upgrade, or the Upgrade Plan. MTA and Unit Holders, on behalf of themselves and their Related Persons and Entities, covenant and agree not to sue any other Settling Parties for any Upgrade Related Claims and Non- Upgrade Repairs, including any Claims arising from the design, construction or performance of the Upgrade or Non-Upgrade Repairs or any future movement or tilt of the Subject Property or any Claims which arise from any Upgrade Related Claims. The sole remedies MTA and Unit Holders have with respect to any Claims arising from the design, implementation, construction or performance of the Upgrade, Non-Upgrade Repairs, or any future movement or tilt of the Subject Property are against the Upgrade Contractor or Upgrade Design Professional as set forth in Section 7 below. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade Contractor shall not be responsible for any claims and damages arising out of the original design and construction of the Subject Property, including but not limited to its structural and foundation design, construction, components and materials, including claims against manufacturers and suppliers, and that the MTA will not assert such claims against the Upgrade Contractor. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade contracting parties shall have no right to seek indemnity from the Adjacent Property Owners based on Claims that the MTA is releasing as against the Adjacent Property Owners in this Global Settlement Agreement. Notwithstanding anything to the contrary in the Global Settlement Agreement, should the Adjacent Property Owners assert Upgrade-Related Claims against the MTA and/or the Upgrade Contractor, the Upgrade Contractor retains all rights and defenses against the Adjacent Property Owners for indemnity and contribution, and the Adjacent Property Owners retain all corresponding rights and defenses against the Upgrade Contractor and other Adjacent Property Owners.

5.3. Each Settling Party acknowledges with regard to the Upgrade, the Upgrade Plan and the Upgrade Construction Activities, and those matters only, that Shimmick, the MTA, and MSD each are separate and distinct corporate entities, and are not alter egos, joint venturers, or partners of any Settling Party.

5.4. MTA shall require that Adjacent Property Owners shall have the right to request access to the data and information provided to CCSF pursuant to the monitoring program required by CCSF or required to be provided to CCSF for the periods during the construction of the Upgrade and after the construction is completed.

6. UPGRADE –RELATED MOVEMENT

6.1. Upgrade-Related Movement. Settling Parties each acknowledge that movement of the Subject Property (including, but not limited to, vertical and differential settlement) is an inherent feature of the Upgrade Plan, as discussed in Section 2, and such movement consistent with the design by itself does not constitute damage or injury.

7. RELEASES

7.1. Release. Subject to the reservations that are referred to in Sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17, all Settling Parties, on behalf of themselves and each of their Related Persons and Entities, and on behalf of any person or entity who may claim by or through them, fully and finally mutually release, acquit, relinquish, waive, and forever discharge all known and unknown Released Matters between or among them and all other Released Parties, whether or not asserted in the Subject Action.

7.2. Release Binding on Affiliates and Successors. For clarification purposes, and while recognizing the releases set out in this Global Settlement Agreement release additional parties, the Settling Parties repeat here their intent that releases set forth in this Global Settlement Agreement shall be construed to release, acquit, relinquish, waive, and forever discharge all Released Matters of any entity that is a parent, subsidiary, or affiliate of a Settling Party or any Related Person or Entity of a Settling Party and any subsequent purchaser, successor or assignee of any interest in the Subject Property from any Released Party, including but not limited to any Settling Party or any Related Person or Entity, including, but not limited to, mortgagees and other lienholders. The releases in this Global Settlement Agreement are intended to extend to all persons with any past, present or future interest in the Subject Property. The Settling Parties who are owners of Adjacent Properties agree to disclose the resolution of the Subject Action and the releases herein to any future buyer of an Adjacent Property.

7.3. Section 1542 Waiver. Except as provided otherwise in this Global Settlement Agreement, the Settling Parties intend the releases set forth in this Global Settlement Agreement to be binding, notwithstanding the discovery of facts not presently known by the Settling Parties or Released Matters of which the Settling Parties are not presently aware. The Settling Parties understand and have been advised by counsel concerning the meaning of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The Settling Parties expressly understand and acknowledge that it is possible that unknown losses or Released Matters exist or that present losses may have been underestimated in amount or severity, and the Settling Parties explicitly took that into account in determining

the amount of consideration for this Global Settlement Agreement, and a portion of said consideration has been bargained for between the Settling Parties to this Global Settlement Agreement with the knowledge of the possibility of such unknown Released Matters, and was given in exchange for a full accord, satisfaction, and discharge of all such Released Matters (which Released Matters, for sake of clarity exclude those reserved claims as set forth herein in Sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17 or in separate side agreements). The Settling Parties waive, release, and relinquish any and all rights and benefits they may have under the above provisions of Section 1542 as it may apply to the Released Matters to the fullest extent the Settling Parties may lawfully waive these rights or benefits.

7.4. Assignment by Unit Holders of Certain Claims for Property Damage. The Unit Holders hereby assign to the MTA any Claims for Catastrophic Damage to real property against the Upgrade Contractor or the Upgrade Design Professional that occur during and result from Ongoing Operations (the “Assigned Claims”). The MTA alone shall have the right and duty to prosecute any such valid diminution in value assigned claims on behalf of any impacted Unit Holders. Except as set forth in Section 7.6 below, all other Upgrade- Related Claims belonging to Unit Holders and all other Claims by the Unit Holders arising from Non-Upgrade Repairs are included in the Released Matters.

7.5. Preserved MTA Claims Regarding Upgrade. The Claims released herein do not include the Assigned Claims, as well as the Claims belonging to the MTA against: (a) the Upgrade Contractor; (b) the Upgrade Design Professional; and (c) any other claims which MTA would have under law or equity against any other non-Settling Party providing labor, materials or services related to implementation of the Upgrade, Upgrade Construction Activities, Upgrade Plan, or Ongoing Operations.

7.6. Preserved Unit Holder Claims Regarding Upgrade. The Claims released herein do not include Claims for personal injury by Unit Holders against the Upgrade Contractor or Upgrade Design Professional related to Upgrade Construction.

7.7. Preserved Adjacent Property Owners’ Claims. The Claims Released herein do not include any of the following belonging to any Adjacent Property Owners: (a) any Upgrade- Related Claims against the Upgrade Contractor or Upgrade Design Professional; (b) any Ongoing Operations Claims against the Upgrade Contractor or Upgrade Design Professional; (c) any Non-Upgrade Repairs Claims against the MTA and those the MTA elects to perform those repairs should it choose to do so; (d) Claims against the MTA for future damages; (e) Claims against any owners of any units in the Subject Property, residential or commercial, for future damages that arise from conduct in their units after the Execution Date; and (f) Upgrade Related Claims against MSD arising out of any acts or omissions with respect to the services it provides regarding the Upgrade, and that cause harm to an Adjacent Property. With respect to the Upgrade Related Claims reserved in Section 7.7(f), should such a claim be brought, the prevailing party shall be entitled to its reasonable attorney fees and costs.

7.8. Exception as to Governmental Functions. This Global Settlement Agreement shall have no impact on the CCSF’s ability to perform its governmental functions. The CCSF shall continue to perform its governmental functions arising out of the San Francisco Charter,

San Francisco’s Municipal Codes and Ordinances, and any other applicable law. This includes, but is not limited to, levying and collecting taxes or fees owed to the CCSF and requiring compliance with applicable building code requirements. The Settling Parties acknowledge that the CCSF retains all rights to perform its governmental functions. This Global Settlement Agreement does not impact the rights of any Settling Party to challenge, when appropriate under applicable law, an action of the CCSF done in performing its governmental functions.

7.9. Release and Waiver of Subrogation. Except as set forth in Sections 1.30(8) and 1.30(9), the Released Matters shall include any and all subrogated Subject Action Claims and any and all rights of subrogation related to Released Matters.

7.10. Memorandum of Settlement. Concurrent with the execution and delivery of this Global Settlement Agreement, the MTA shall execute and deliver to the Settling Parties a Memorandum of Settlement suitable for recordation in the form attached hereto as Exhibit 6, and incorporated herein by this reference. The Memorandum of Settlement shall be held in trust and not be filed by counsel for the MTA until the Effective Date. After the Effective Date, the MTA shall cause the Memorandum of Settlement to be recorded with the Office of Assessor/Recorder for CCSF within 5 business days. It is further understood and agreed that the unrecorded Memorandum of Settlement (prior to the Effective Date) and the recorded Memorandum of Settlement (after the Effective Date) shall be included in the package of documents that the MTA provides to all prospective purchasers and owners of residential units in the Subject Property, which package also includes the Covenants, Conditions & Restrictions (CC&R’s) for the Millennium Tower Development. It is further covenanted by the Settling Plaintiffs that the terms of Sections 7.11 and 7.12 shall apply before and after the Effective Date.

7.11. No Assignment or Transfer. Each Settling Party represents and warrants that no other person or entity has any interest in their Released Matters, and that it has not assigned or transferred, by subrogation or otherwise, and will not assign or transfer to any person or entity whatsoever, any interest in the Released Matters. For avoidance of doubt, it is understood and agreed that the mere sale of a Unit without transfer of a Claim or Claims, which are the subject of the Released Matters shall not be a breach of this provision or warranty.

7.12. Indemnity Related to Non-Party Claims. Except as provided in Section 1.30(8) or 1.30(9), if any Settling Party breaches the promises and warranties made in Section 7.11 and that breach gives rise to a claim against any Released Party, the breaching party shall be obligated to defend and hold harmless the Released Party from that claim. It is understood by each Settling Party that any indemnity, if any, provided by that Settling Party pursuant to this Section 7.12 may accrue as of the execution of this Global Settlement Agreement but shall not become enforceable until the Effective Date.

7.13. Covenant Not To Sue. Except as otherwise permitted by this Global Settlement Agreement, each Settling Party covenants and agrees never to commence, institute, maintain, prosecute, continue or aid another in commencing, instituting, maintaining, or prosecuting any action, including without limitation, lawsuit, action, arbitration, right, or

administrative proceeding against any Released Party, based in whole, or in part, on the Released Matters, amounts previously paid or received under this Global Settlement Agreement, amounts paid or received to settle other claims regarding the Subject Property, defense costs related to Released Matters, and costs arising from the duty to defend or indemnify against Released Matters. This covenant not to sue includes Subject Action Claims for subrogation. This covenant not to sue shall be deemed breached and a cause of action shall be deemed to have accrued thereon immediately upon the commencement, prosecution or continuation of any such action or proceeding, except as permitted herein, and in such event, this Global Settlement Agreement may be pleaded as a full and complete defense thereto, as the basis for abatement or injunction against said action or other proceeding, and as the basis of a cross-complaint or other action for damages, including prevailing party attorneys’ fees and costs, to the extent recoverable for breach of this Global Settlement Agreement, pursuant to the terms of Section 11.19.

7.14. Attorneys’ Fees and Expenses. Each Settling Party to this Global Settlement Agreement waives its rights, except as otherwise provided herein, against the others to collect Attorneys’ Fees and Expenses. Notwithstanding the foregoing, it is expressly understood and agreed that pursuant to Code of Civil Procedure Section 1036, all claims of inverse condemnation that have been resolved pursuant to this Global Settlement Agreement, were settled in an amount that includes a negotiated payment of all of the Plaintiffs’ attorneys fees, expert fees, costs and expenses.

7.15. Broad Interpretation of Release Terms. The Settling Parties agree that the defined terms for “Claims,” “Released Matters,” “Subject Action Claim,” and “Upgrade-Related Claim” should be given the broadest possible meaning in any interpretation of the Global Settlement Agreement, consistent with the Settling Parties’ intent to achieve a complete and final resolution as to the Released Matters.

7.16. No Other Parties. Except as otherwise provided in this Global Settlement Agreement, each Settling Party hereby represents and warrants to each other Settling Party that it has not reserved any Claims arising out of or related to any Released Matters against any non- Settling Party. With the exception of claims preserved by Sections 1.30, 7.4, 7.5, 7.6, 7.7 and 7.17, it is understood and agreed that any action regarding any Released Matter brought by any Settling Party against any non-Settling Party would give the non-Settling Party potential rights to make Claims against other Settling Parties. Any Settling Party who brings suit against a non-Settling Party asserting any Claims arising out of or related to any Release Matter will be deemed to have breached this Global Settlement Agreement immediately upon the commencement or prosecution of any such action or proceeding. Such Settling Party, hereby agrees to defend, hold harmless and indemnify any and all other Settling Parties who are sued by any such non-Settling Party, from and against all losses, costs, expenses, attorneys’ fees, obligations or liabilities arising out of or relating to the non-Settling Party’s Claims. This representation and warranty, and the indemnity set forth herein, survives the releases given above.

7.17. Indemnity Reservation. In the event that there are any Claims by past or present owners of units in the Subject Property who are not Settling Parties (that were they a Settling Party would have been a Subject Action Claim) and such Claims are not resolved or released

through this Global Settlement Agreement or the Class Action Settlement Agreement, future indemnity claims as to such claims are not released by the Settling Parties as to themselves and their Related Persons and Entities. TJPA and MSD agree that as between themselves the scope of the TJPA Easement Agreement as to such claims, including the duty to defend, remains disputed. This Section shall not apply to the claims reserved in Sections 7.4 and 7.6. This Section creates no indemnity rights against Plaintiff Unit Owners. This Section is not intended: (a) to and shall not revive any Released Matter, (b) to revive or to suggest any claim has merit, or (c) to waive any defense to such claims.

8. DISMISSALS

8.1. Dismissals. Any Settling Party that has filed a complaint or cross-complaint in the Subject Action shall file a request for dismissal with prejudice within one week of the Global Settlement Administrator distributing the Settlement Proceeds to the MTA, the Plaintiffs’ Groups and the Class Action Settlement Administrator. This paragraph does not apply to the Class Action for which the Court will enter a final judgment approving the settlement, and retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h), as provided for in the Class Action Settlement Agreement.

9. DISPUTE RESOLUTION

9.1. Dispute Resolution. Any Claims brought by Unit Holders, excluding any claims in Section 7.6, related to the Upgrade against the Upgrade Contractor or Upgrade Design Professional shall be submitted to binding arbitration with JAMS, pursuant to its applicable rules. Any issue as to the applicability of the Release to any such Claims by or on behalf of Unit Holders against the Upgrade Contractor or Upgrade Design Professional shall be resolved under the JAMS Expedited Arbitration Procedures, including whether or not the damage at issue on any Upgrade Related Claim involves Catastrophic Damage as defined herein. In any dispute resolution proceedings, whether under this Section 9.1 or Section 11.15, the party asserting a Claim shall have the burden of proof to establish that it has not been released by this Global Settlement Agreement.

10. REPRESENTATIONS AND WARRANTY

10.1. Each Settling Party acknowledges that every other Settling Party to this Global Settlement Agreement has relied and is relying on the representations and warranties provided contained in the Global Settlement Agreement in entering into this Global Settlement Agreement. As reflected in the attached Class Action Settlement Agreement, Settlement Class Members shall be deemed to have made these representations and warranties by remaining Settlement Class Members.

11. MISCELLANEOUS

11.1. Confidentiality. This Global Settlement Agreement and the Class Action Settlement Agreement will be filed with the Court and are not intended to be confidential. This Global Settlement Agreement arises from a mediated settlement where a number of private parties to the settlement conditioned their participation in the settlement in part on maintaining confidentiality. These parties have made private commitments which do not require CCSF

or TJPA approval. These private parties consist of all Settling Parties except for the CCSF and TJPA (including its members). The total amount of the Global Settlement Proceeds, contributions by or on behalf of private parties to the Global Settlement Proceeds, the separate Proceeds Agreement and all certificates executed under the Proceeds Agreement are to be treated as confidential to the maximum extent permitted by law. The Settling Parties and their counsel agree that they will only disclose such confidential information under the following circumstances: (1) disclosure is required by court order or by law (including laws applicable to the Settling Parties who are public entities who will give notice to the other Settling Parties of any third party requests for this information), (2) disclosure is necessary for a Settling Party’s financial or business reporting purposes, including but not limited to, financial, tax, insurance and regulatory requirements, and (3) disclosures permitted in Section 3.9 or elsewhere in this Global Settlement Agreement.

11.2. Mediation Confidentiality and Protection Preserved. Notwithstanding anything in this or any other agreement, all information which is protected by the mediation confidentiality, privilege, and/or any applicable privileges and protections remains confidential, privileged and is not waived by this or any other agreement. Unless expressly waiving mediation protections, confidentiality, and/or privilege, no reference to the mediation in this or any other agreement shall be deemed a waiver of any mediation protections, confidentiality, and/or privilege.

11.3. Cooperation. The Settling Parties shall reasonably cooperate with each other and act in good faith to effectuate the purposes of this Global Settlement Agreement. Each Settling Party will take all steps, do all things, and sign, execute and deliver all documents reasonably necessary to give effect to this Global Settlement Agreement or to carry out and achieve the terms and conditions, goals, and the purposes of this Global Settlement Agreement. The Parties agree that they will not engage in any conduct that will or may frustrate the purpose of this Global Settlement Agreement.

11.4. Headings. Section titles, headings, and captions herein are inserted as a matter of convenience and in no way define, limit, extend, or describe the scope of this Global Settlement Agreement or any provisions contained herein.

11.5. Severability. Except for those terms concerning the modification provision in Section 11.12, the Releases, the Proceeds Agreement, and Memorandum of Settlement, if any Section, section, sentence, clause, or phrase in this Global Settlement Agreement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the remaining Sections, sections, sentences, clauses, or phrases herein shall not be affected thereby and the balance of the Global Settlement Agreement shall remain fully enforceable consistent with the intent of the Settling Parties as expressed herein. If any Section, section, sentence, clause, or phrase in this Global Settlement Agreement affecting the scope of the modification provision, Releases, the Proceeds Agreement, or the Memorandum of Settlement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the Global Settlement Agreement and any agreement it is incorporated into shall be null and void, and the Settling Parties shall be returned to their respective positions as of June 27, 2019.

11.6. Denial of Liability. This Global Settlement Agreement is the compromise of disputed Subject Action Claims and nothing contained herein is to be construed as an admission of liability, obligation, or fault on the part of any of the Settling Parties, each of whom expressly deny any liability, obligation, or fault; nor shall it be construed as an admission of the absence of any liability, obligation, or fault on the part of any of the Settling Parties. This Global Settlement Agreement is intended merely to avoid further litigation.

11.7. Compliance with Protective Orders. After dismissal of the Subject Action and each of them (except the Class Action), and entry of final judgment in the Class Action pursuant to California Rule of Court 3.769(h), the Settling Parties covenant and agree to not use documents produced through discovery or the mediation process by another Settling Party for any purpose that is inconsistent with the Stipulated Protective Order entered in the Subject Action on or about July 3, 2017 or any other court orders governing the use of such documents produced in the Subject Action.

11.8. Independent Advice of Counsel. The Settling Parties represent and declare that in executing this Global Settlement Agreement, they rely solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel.

11.9. Voluntary Agreement. The Settling Parties represent and declare that they have carefully read this Global Settlement Agreement and know the contents thereof, and that they have signed the same freely and voluntarily.

11.10. Authorization. Each person executing this Global Settlement Agreement represents and warrants that he or she has full and complete authority to bind and commit to this Global Settlement Agreement and to its provisions and the actions contemplated herein by the respective Party on whose behalf the Global Settlement Agreement is signed.

11.11. Counterparts. The Settling Parties agree this Global Settlement Agreement may be executed in counterparts, facsimile, or e-mail. Pdf image signatures have the same force and effect as original signatures. A copy of the signed original of the Global Settlement Agreement may be used for all purposes for which a signed original can be used.

11.12. Modification. This Global Settlement Agreement may not be amended modified, or otherwise changed except by a written instrument duly signed by authorized representatives of all Settling Parties.

11.13. Enforcement. Nothing in this Global Settlement Agreement shall be construed to prevent a Settling Party from bringing forward an action for enforcement of this Global Settlement Agreement.

11.14. Waiver. The waiver by one Settling Party of any provision or breach of this Global Settlement Agreement shall not be deemed a waiver by any other Settling Party of any other provision or breach of the Global Settlement Agreement. Further, the waiver by one Settling Party of any provision or breach of the Global Settlement Agreement shall not be deemed a waiver of any other provision or breach of the Global Settlement Agreement.

11.15. Governing Law; Venue; Retention of Jurisdiction. This Global Settlement Agreement, and any disputes arising under this Global Settlement Agreement, shall be governed, construed, and enforced in accordance with the laws of the State of California without giving effect to the provisions, policies, or principles relating to choice of law or conflict of laws. Except as provided by Section 9.1 above, the Settling Parties further acknowledge, agree, and stipulate that the San Francisco Superior Court shall retain jurisdiction to enforce the terms of this Global Settlement Agreement. The Settling Parties waive any rights to remove any such dispute to federal court or to have such disputes arbitrated.

11.16. Binding on Successors. The Global Settlement Agreement shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the Released Parties.

11.17. Arms-Length Negotiations. The determination of the terms and conditions contained herein and the drafting of the provisions of this Global Settlement Agreement has been by mutual understanding after negotiation, with consideration by, and participation of, the Settling Parties hereto and their counsel. This Global Settlement Agreement shall not be construed against any Settling Party on the basis that the Settling Party was the drafter or participated in the drafting. Any statute or rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the implementation of this Global Settlement Agreement and the Settling Parties agree that the drafting of this Global Settlement Agreement has been a mutual undertaking.

11.18. Notice. Where notice is required to be given by a Setting Party under the terms of this Global Settlement Agreement, notice shall be served on all parties to this Global Settlement Agreement and the Mediators by email to the email addresses contained on the Proof of Service provided outside of any mediation protection by Scott Schreiber on the Execution Date, and to the Mediators to [email protected].

11.19. Breach of Global Settlement Agreement. The prevailing party shall be entitled to recover its reasonable attorneys’ fees incurred in any future action needed to enforce the terms of this Global Settlement Agreement against a party found to be in breach of this Global Settlement Agreement.

11.20. Exhibits. All Exhibits to this Global Settlement Agreement are material and integral parts hereof and are incorporated by reference as if fully rewritten herein.

EXHIBIT 1A

Global Settlement Agreement – Exhibit 1.a Adelhardt, Susan, Trustee Of The Susan Gaye Adelhardt Trust Adler, Joel D. and Rita Choit Adler, Trustees Of The Adler Trust, Dated September 8, 1989 Adriel G. Lares, an individual Adriel G. Lares, Trustee of the Adriel G. Lares Trust dated March 26, 1908 Agabian, Nina Akie Hinohara, a Trustee of the Tomoaki and Akie Hinohara Trust Agreement Akie Hinohara, an individual Alan J. Soucy, Trustee of the Alan J. Soucy and Sharon M. Soucy Family Trust Alan Soucy, an individual Alexander Lichaytoo, an individual Alexander Uy, an individual Alice Law, an individual Alice Yu Fan, an individual Alpa Patel, an individual Amy Huang, an individual Amy Huang, Trustee of the Huang Family Trust Amy V. Snyder, an individual Amy V. Snyder, Trustee of the Amy V. Snyder Trust Anand, Sangeeta & Brian Treco Andrew Barowsky, an individual Andrew Jonathan Lee Ng, an individual Andrew Meyer Millennium Trust U/T/A dated March 14, 2019, by and through its trustee Sheldon Meyer Angela Lee, an individual Anselm Nai-Chung Leung, an individual Anselm Nai-Chung Leung, Trustee of The Leung Family Trust

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Anu Radha Arora, an individual Anu Radha Arora, Trustee of the Arora Family Revocable Trust Anuradha Desai, an individual Anuradha Desai, Trustee of the Manoj and Anuradha Desai Living Trust Arpita Pitroda, an individual Arthur Kui Chuen Cheung, an individual Atticus N. Tysen, an individual Awobuluyi, Marc T. Barbara Gersch, a Trustee of the Barbara Gersch Living Trust dated October 25, 2007 Barbara Gersch, an individual Barbara Lichaytoo, an individual

Barbara Meyer Millennium Trust U/T/A dated March 14, 2019, by and through its trustee Sheldon Meyer Barbara Miller, a Trustee of the Miller Trust Dated 09-30-87 Barbara Miller, an individual Bauman, Catherine & Kornfield, Laurence, Trustees of the Bauman Kornfield Revocable Trust Beelar, Eric B., Trustee of the EBB 2010 Trust, Dated March 4, 2010 Bell, Bruce W. & Nancy D. Ben J. Assaf, an individual Ben J. Assaf, Trustee of the Ben J. Assaf and Carrie Robin Assaf Living Trust

Benjamin Meyer Millennium Trust U/T/A dated March 14, 2019, by and through its trustee Sheldon Meyer Benjamin Wu, an individual Besvest, Inc. Betwee, Juli, Trustee of the Juli Betwee Doyle Survivors Trust Bing Cheng, an individual Blake J. Jorgensen, a Trustee of the Jorgensen Revocable Trust dated February 26, 2013 Blake Jorgensen, an individual

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Blake R. Sills, a Trustee of the Blake R. Sills Separate Property Revocable Trust Dated December 15, 2011 Blake R. Sills, an individual Bland, Gregory F. and Gertrudes Blue Pearl SF, LLC Bo Li, an individual Bonnie Park, an individual Borah Kim, an individual Bouzidi, Kais Bowen, David and Simons, Barbara, individually and as Trustees of the Bowen Simons Revocable Trust Bradford H. Richardson, a Trustee of the Bradford Richardson Trust U/T/A dated May 6, 2011

Bradford Richardson, an individual Brian Cummings, an individual Bryan Villanueva, an individual Buttery, Pamela, Trustee of the Pamela Buttery 1990 Trust BWC Enterprises LLC Byron R. Meyer Living Trust U/T/A dated 9/22/11 by and through its trustee Sheldon Meyer C & J Realty Investment, LLC Cal Brionesview, LLC

Caleb Realty, LLC Carina Canty, an individual Carol Wayne, an individual Caroline Hsu, an individual Carolyn Chang, an individual Carolyn Chang, Trustee of the J. Patrick King and Carolyn C. Chang Trust Carrie Robin Assaf, an individual Carrie Robin Assaf, Trustee of the Ben J. Assaf and Carrie Robin Assaf Living Trust

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Carter Family Revocable Trust Date June 27, 2011 Chad Abbott, an individual Chan Kang Muk, also known as Kang Muk Chan, an individual Chang Pi-Jung Wang, also known as Pi-Jung Wang Chang, an individual Charlene Court Smith, a Trustee of The Charlene Court Smith Trust dated February 25, 2011 Charlene Court Smith, an individual Charles Gehring, an individual Charles Gehring, Trustee of the Gehring Living Trust Charley Curran, an individual Chen, Olivia, Trustee of the Olivia L. Chen Living Trust Cheng, Jack Shihkun Cheng & Mike Shih-Cheng Cheng

Cheryl Lazar, an individual and Trustee of the Cheryl Lazar Living Trust dated October 13, 2005, as an undivided 50% interest

Cheung Tai Kee, also known as Tai Kee Cheung Chi-Fu Huang, an individual Chih-Chun Chiang, an individual Christine Gehring, an individual Christine Gehring, Trustee of the Gehring Living Trust Christine Lam Ong, an individual Christopher Chow, an individual

Christopher Po, an individual Claudio Cornali, an individual Claudio Cornali, Trustee of the Cornali/Choi Revocable Trust Clifford Lichaytoo, an individual CMJ Ventures, LLC Conn, Sybil, Trustee Of The Conn Family Trust Craig D. Ramsey, an individual

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Curiale, Richard & JoAnne Dellaverson, Trustees Of The Curiale/Dellaverson Family Trust Of 1999 Cynthia B. Liu, a Trustee of the Cynthia Belk Liu 1999 Revocable Trust Cynthia B. Liu, an individual Cynthia Lor, an individual Daniel Springer, a Trustee of the Daniel Springer Revocable Trust Daniel Springer, an individual Danyi Gu, an individual David Hung, an individual David Tai-Wei Hung, a Trustee of the Little Viking Trust Dean Huang, an individual

Dean Huang, Trustee of the Huang Family Trust Debbie Jorgensen, an individual Debra G. Jorgensen, a Trustee of the Jorgensen Revocable Trust dated February 26, 2013

Dennis W. Waring, an individual Ding, Chen & Sun, Chia-Chien Distraction 54 LLC Dodson, Gerald and Patricia, TTEE, Living Trust Dated 2/27/95 Dr. Devonna Kaji, an individual Dr. Jing Hsieh, an individual Dr. Jing Hsieh, Trustee of the Piser Hsieh Family Trust Dr. Joel Piser, an individual Dr. Joel Piser, Trustee of the Piser Hsieh Family Trust Dr. Randall Fan, an individual Dr. Richard Whitley, an individual Dziesietnik, Ghilad M. & Marie-Helene Eaton Brian Ong, an individual

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Eddy Maknawi, an individual Edward Paulsson, an individual Ee Fee Linng, also known as Fee Linng Ee, an individual Elaine Yang, an individual Elizabete Go Lian Lian, an individual Emi R. Grave, an individual

Eric and Linda Protiva, Trustees of the Eric V. and Linda Protiva Family Trust Fancy Sky Company Ltd. Fang-Ying Kuo, an individual Fay M. Gallus, an individual Fay M. Gallus, Trustee of the Richard M. Sweet and Fay M. Gallus Revocable Trust Faye A. Mellos, an individual Faye A. Mellos, Trustee of the Holland-Mellos Revocable Trust Finkelman, Herbert I., TTEE, Living Trust DTD 6/13/96 Fox, Joanne Frank Lee, an individual Friess, Peter and Binner, Birgit Gautam Aggarwal, an individual Geng, Helena, Navad Khan (deceased), Helena H. Geng Living Trust George Goeggel, an individual Glickman, Adam D. Glyn Davies, an individual Gokce Rabsatt, an individual Gold Crown Property, LLC Golden Pearl Investment Ltd Gordon Brown, an individual Gregory Scott Clark, an individual

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Griffie, Jason Gwennie Wittlinger, an individual Hao-Yu Wang, an individual HAP 3 & Associates, LLC Heidi L. Murphy, a Trustee of The Murphy Family Trust, dated May 29, 2007 Heidi L. Murphy, an individual Helft, Michael R. & Juliet Z., Trustees of the Michael R. Helft and Juliet Z. Helft Revocable Trust Dated Feb. 10, 1984 Hendro Gondokusumo, an individual Henry Law, an individual Herbert Woo, an individual

Hobart, Jennifer & Michael Katz, Trustees Of The Jennifer Hobart And Michael Katz Revocable Trust Of August 31, 2009 Hodges, Philip Howard Dickstein, an individual Howard Dickstein, Trustee of the Dickstein-English Living Trust Howard Miller, a Trustee of the Miller Trust Dated 09-30-87 Howard Miller, an individual Howard Wayne, an individual Huang Liguo, also known as Liguo Huang, an individual

Huang Wan Ting, also known as Wan Ting Huang, an individual Huang Xu Liang, also known as Xu Liang Huang, an individual Hui-Lin Hsieh, an individual Ian Kao, on behalf of himself and as representative of the proposed Settlement Class Irene Chan Kamm, a Trustee of the John T. Kamm and Irene Chan Kamm 1999 Trust Jackson Kao, an individual James C. Hormel, an individual James Johnson, an individual

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James Testa, an individual James Wood, an individual James Wood, Trustee of the Tanny-Wood Family Revocable Trust James Yuann, an individual James Yuann, Trustee of The Yuann Family Trust Jane Goeggel, an individual Jason Lee, an individual Jeannine English, an individual Jeannine English, Trustee of the Dickstein-English Living Trust Jeff Sciarioni, an individual Jeffrey Brunetti, an individual

Jeffrey E. Snyder, a Trustee of the Snyder Family Trust Jeffrey E. Snyder, an individual Jeffrey Peters, an individual Jennifer Brown, an individual Jennifer Kao, an individual Jennifer Villanueva, an individual Jernigan, Frank H., Trustee of the Frank H. Jernigan Family Trust Jessica Herman, an individual

Ji Piao Foo Jian Xin, an individual Jing Huang, an individual Jiongzhe Fu, an individual John C. Wu, an individual John T. Kamm, a Trustee of the John T. Kamm and Irene Chan Kamm 1999 Trust Joseph W. Rahn, an individual

Judith L. Turgeon, an individual

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Judy Davies, an individual Julie Choi, an individual Julie Choi, Trustee of Cornali/Choi Revocable Trust Julie Ruehle, an individual Julie Ruehle, Trustee of the Dolphin Trust Kan Jenny Chu, an individual Kan Jenny Chu, Trustee of the Kan Jenny Chu Revocable Trust Kane and Kane Estate, LLC Kathleen M. Glass, a Trustee of the Glass 1997 Trust Kathleen M. Glass, an individual Kazuhiko Abe, an individual

Kelly K.S. Tam, an individual Kelly K.S. Tam, Trustee of the Teddy T.S. Tam and Kelly K.S. Tam Revocable Trust Ken Bloom, an individual Ken Bloom, Trustee of the Bloom Living Trust Kendra Curran, an individual Kenneth E. Comée, a Trustee of the Kenneth E. Comée Revocable Trust Kenneth E. Comee, an individual Kevin Yuann, an individual

Kevin Yuann, Trustee of The Yuann Family Trust Khoo, Kay Leong Kimberley L. Stevens, an individual Kirsten Lin, an individual Kirti Rao Chintapatla, an individual KLS Property Ventures LLC KPCC 301 Mission Street Kristin Naidu, a Trustee of the Naidu Joint Revocable Trust

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Kristin Naidu, an individual Kung-Shaun Andrew Huang, an individual Lacrown LLC Lanelle Santimauro, an individual Laura Cheek and Jonathan Cheek, individually and as Trustees of the JLC Trust Laura Fanlo, an individual Laura S. Lehman, an individual Laura S. Lehman, Trustee of the Laura S. Lehman 2010 Trust Lauren Tanny, an individual Lauren Tanny, Trustee of the Tanny-Wood Family Revocable Trust Lee Chiu Mei, also known as Chiu Mei Lee, an individual

Lee Sah Kua, an individual Lee Wittlinger, an individual Lenehan, Dennis & Alexandra, Trustees Of The Lenehan 1990 Revocable Trust Leong Milton Ka Hong, an individual Li, Hon Lam & Yin Yvonne Lam Lilian Ng, an individual Lin Ying Lu, also known as Ying Lu Lin, an individual Lin, Chung-Chih & Chi, Ling-Wen

Linda Bloom, an individual Linda Bloom, Trustee of the Bloom Living Trust Liou, Tian and Kattie Liu, Kenneth and Jane Liu Family Trust Dated Aug. 6, 2008 Lorraine C. Marino, a Trustee of the Snyder Family Trust Lorraine C. Marino, an individual Macdonald, Elaine Lum; Jackson Lum Jr.; Evonne Lum; Jeffrey A. Camp And Eva L. Camp, As Trustee Of The Jeffrey A. And Eva L. Camp Trust, Under Declaration Of Trust Dated March 5, 2004, As Amended

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Mah, Wilfred K.S. and Alice S., Trustees of the Wilfred and Alice Mah, AB Living Trust U/A Mahbubani, Viniti Narain, Trustee of the Abraham Mahbubani Revocable Trust Manoj C. Desai, an individual Manoj C. Desai, Trustee of the Manoj and Anuradha Desai Living Trust Marie Yuann, an individual Marie Yuann, Trustee of The Yuann Family Trust Marlis Susan Branaka Revocable Intervivos Trust Nov. 23, 1999 Martin Camsey, an individual Matthews III, Jordan Royce & Jessica Qikai Chen Joint TIC Maui Peaks Corporation, on behalf of itself and as representative of the proposed Settlement Class

Maurice Lombardo, an individual and as Trustee of the Lombardo Revocable Trust, dated April 28, 2014 Max Lin, an individual Mee Hing Kwok, an individual Megawati Winoto, an individual Megawati Winoto, Trustee of the Winoto Family Trust dated February 6, 2014 Mehta, Niraj & Parikh, Rupa Melissa Symonds Meriel Lindley, Trustee of the James C. Hormel Revocable Living Trust

Michael A. Holland, an individual Michael A. Holland, Trustee of the Holland-Mellos Revocable Trust Michael King Kelly, an individual Michael King Kelly, Trustee of the Michael King Kelly Revocable Trust Michael Liao, an individual Michael Nguyen, an individual Michael S. Murphy, a Trustee of The Murphy Family Trust, dated May 29, 2007 Michael S. Murphy, an individual

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Michael Santimauro, an individual Michael Yuann, an individual Michael Yuann, Trustee of The Yuann Family Trust Michelle Lee, an individual Michelle Skeen, an individual Millennium 301 LLC Millennium 42A, LLC Millennium 8D, LLC Millennium Tower Association Millennium1002 LLC Mission 45F LLC

Mission Millennium LLC Mokhtari, Sheila, Trustee Of The Sheila Mokhtari 1999 Revocable Trust Montana, Joseph Clifford Jr. and Jennifer S., Individually and as Trustees of the Montana 1990 Family Trust Mostafavi, Mehrdad Mother Fish, LLC Nadim Laiwala, an individual Nagawidjaja Winoto, an individual Nagawidjaja Winoto, Trustee of the Winoto Family Trust

Nancy Mayer, an individual Nancy Mayer, Trustee of the Mayer Family Trust Naomi G. Glass, a Trustee of The Surviving Trustor’s Trust under Article Five of the Glass- Moore Family Trust u/a/d/ June 29, 1998, as amended Naomi G. Glass, an individual Natalie Yuann, an individual Natalie Yuann, Trustee of The Yuann Family Trust NGMII LLC, on behalf of itself and as representative of the proposed Settlement Class

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Nijjar, Sonia Kaur Nils Lommerin, an individual Nora Gu Yi Wu, an individual Norjehan Laiwala, an individual PA Two, LLC Pacific Resources Jarvis, Inc.

Pamela H. David, an individual and Trustee of the Pamela H. David Living Trust dated October 13, 2005, as to an undivided 50% interest, as tenants in common

Panier, Stephane, Trustee of the Stephane Panier Living Trust

Patel, Namrata Patricia Niemi, an individual Patrick King, an individual Patrick King, Trustee of the J. Patrick King and Carolyn C. Chang Trust

Patrick Stull, an individual and as Trustee of the Stull Trust, established November 9, 1999 Paul F. Klapper, a Trustee of the Klapper Family Trust Udot 12/8/03 Paul F. Klapper, an individual Paul Grippardi, Trustee of the James C. Hormel Revocable Living Trust Paul Mcmahon, an individual Paul Stevens, an individual Paula A. Upson, an individual Paula A. Upson, Trustee of the Paula Ann Upson Revocable Trust, dated May 5, 2012, as amended Peachtree Towers Management Corporation PH2B Mission Street LLC Philip M. Liu, a Trustee of the Philip M. Liu Revocable Trust dated 09/22/06 Philip M. Liu, an individual Post, Lauren A., Trustee Of The Lauren A. Post Trust Dated 2/18/2010 Pretlow, Paula B., individually and as Trustee of the Paula B. Pretlow Trust

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Properties GB7, LLC, a California limited liability company Qian Zhuang, an individual Rajiv Naidu, a Trustee of the Naidu Joint Revocable Trust Rajiv Naidu, an individual Randall E. Reynoso, an individual Ratner, Joyce Ravinder K. Arora, an individual Ravinder K. Arora, Trustee of the Arora Family Revocable Trust Rebecca Suk Yee Chan, also known as Suk Yee Rebecca Chan, an individual Reid, Andrea D. and Trustee for (I) the Survivor's Trust under the James H. and Andrea D. Reid Living Trust, (II) The Marital Trust Under the James H. and Andrea D. Reid Living Trust, and (III) the Credit Shelter Trust under the James H. and Andrea d. Reid Living Trust Dated April 4, 1994 Richard M. Sweet, an individual Richard M. Sweet, Trustee of the Richard M. Sweet and Fay M. Gallus Revocable Trust Richard Sanner, an individual Rina Gondokusumo, an individual Robert Darby Jr., an individual Robert T. Levine MD, an individual Robert W. Glass, a Trustee of the Glass 1997 Trust Robert W. Glass, an individual Robin R. Duffy, an individual Robin R. Duffy, Trustee of the Robin R. Duffy Trust Robinhood III, LP Rosenberg, Jerold and Phyllis Ruhee Reyer, an individual Saal, Jeffrey & Jeannette, Trustees of the Saal Revocable Living Trust Sabrina Horn, an individual

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Sadrudin Laiwala, an individual Salil Pitroda, an individual

Sally Stull, an individual and as Trustee of the Stull Trust, established November 9, 1999 Samuel Blond, an individual Sandra S. Schmit, an individual Sandra S. Schmit, Trustee of the Sandra S. Schmit Living Trust Sang Kim, an individual Sarah Laiwala, an individual Saturnino Fanlo, an individual Saturnino Fanlo, Trustee of the Saturnino Fanlo Revocable Trust SBK Global LLC Scintillation Enterprise, LLC Sharon Soucy, an individual Sharon Soucy, Trustee of the Alan J. Soucy and Sharon M. Soucy Family Trust Sherill Heron, a Trustee of the Sherill Heron Trust Sherill Heron, an individual Siar Kwee Huang Sidney Rabsatt, an individual Singh, Harmit & Namrata, Trustees of the Singh Family Trust, Dated 14th Oct. 2014 So Leanne Shuk Yee, also known as Leanne Shuk Yee So, an individual Soh Wei Ming, also known as Wei Ming Soh, an individual Sook Lee, an individual Spencer, Stirling and Gary Demasi SST Millennium LLC Stavropoulos, Nickolas, Trustee Of The Nickolas Stavropoulos 2011 Revocable Trust Under The Declaration Of Trust Dated January 28, 2011; Patrina Marie Stavropoulos, Trustee Of The Patrina Marie Stavropoulos 2011 Revocable Trust Under The Declaration Of Trust Dated January 28, 2011

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Stephen Sullivan Steve Mi, an individual Steven Mayer, an individual Steven Mayer, Trustee of the Mayer Family Trust Strickland, Theresa and Tyrone Sun, Xiaoguang and Liu, Minyan Suryakoti, LLC Sylvia Woo Li, an individual Tang, Xiao Tao Ye, an individual Taylor Glass-Moore, an individual

Teddy T.S. Tam, an individual Teddy T.S. Tam, Trustee of the Teddy T.S. Tam and Kelly K.S. Tam Revocable Trust Tessa Nguyen, an individual The Giovanni Matteo Colella and Vanessa Stevens Colella Revocable Trust Dated January 16, 2015 The Jeffrey L. Oster Revocable Trust, by and through its trustee Jeffrey L. Oster Thimaya Subaiya, an individual Thomas Fumarelli, an individual Thomas Fumarelli, Trustee of the Thomas A. Fumarelli Revocable Living Trust

Thomas Reyer, an individual Timothy Schweikert, an individual Timothy W. Garry, individually and as Trustee of the Timothy W. Garry 2013 Trust Tomoaki Hinohara, a Trustee of the Tomoaki and Akie Hinohara Trust Agreement Tomoaki Hinohara, an individual Tor Kristian Perkins, an individual; Shani Trudgian (wife of Tor Perkins and Trustee of Estate) Tor Kristian Perkins, as Trustee of The Thomas J. Perkins 2012 Irrevocable Children's Trust dated December 21, 2012

Page 16 of 18

Tor Kristian Perkins, as Trustee of the Thomas J. Perkins Declaration of Trust dated December 8, 1997, as amended Tor Kristian Perkins, as Trustee of Trust C under Agreement dated November 13, 1987 Tsai, Valerie Li-Wei & Janny Lu Tung, Hans & Huang, Feng Yu Vaish, Ashok & Gita, Trustees Of The Vaish Trust Dated November 26, 1990 Veronica Lee, an individual Vicki Klapper, a Trustee of The Klapper Family Trust Udot 12/8/03 Vicki Klapper, an individual Virginia Leung, an individual Virginia Leung, Trustee of The Leung Family Trust

Vladimir R. Grave, an individual Vladimir R. Grave, Trustee of the Vladimir & Yoshiko Grave Trust dated November 25, 1997 W & G Investment Corporation Wang Chien-I, also known as Chien-I Wang, an individual Wang Minhui, also known as Minhui Wang, an individual Wang Yu, an individual Warren Dotz, an individual Wei-Fang Hsieh, an individual William Ruehle, an individual

William Ruehle, Trustee of the Dolphin Trust William Symonds Winifred Au, an individual Winifred Au, Incorporated Wong, Michael B. Xiao Chun Yin, an individual Xinhua Zhuang, an individual

Xu Ming Ying, also known as Ming Ying Xu, an individual Page 17 of 18

Yan Kong, an individual Yan Wang, an individual Yang Qian, also known as Qian Yang, an individual and trustee of the Qian Yang Living Trust dated June 22, 2016 Yi Gong, an individual Yin, John (AKA John Chengjiang Yin) & Jennifer X Lu (AKA Jennifer Xinyi Lu) Yoshiko Grave, an individual Yoshiko Grave, Trustee of the Vladimir & Yoshiko Grave Trust dated November 25, 1997 Yu-Chang Lin, an individual Yvette Tom, an individual Zhan, Hongyu

Page 18 of 18

EXHIBIT 1B

I 11111•-•• ll• IHIIIIIIIL.WllllULll!..IIJlllL!J..llll~~~ J

Global Settlement Agreement - Exhibit l.b

Alameda-Contra Costa Transit District

Arup North America, Ltd.

Balfour Beatty Infrastructure, Inc.

Becho, Inc.

Boston Properties, Inc.

Cementaid International Marketing, Ltd.

Central Concrete Supply Co., Inc.

Christopher M. Jeffries

City and County of San Francisco

Clark/Hathaway Dinwiddie a Joint Venture

Curtain Wall Design and Consulting, Inc.

Desimone Consulting Engineering Group, LLC, previously known as DeSimone Consulting Engineers LLC aka DeSimone Consulting Engineers, PLLC

DND Construction, a Joint Venture

Enclos Corp.

Evans Brothers Inc.

Glacier Northwest, Inc.

Handel Architects, LLP

John Luciano

Joseph J. Albanese, Inc.

Kilroy Realty Corporation

Kilroy Services, LLC

KR 350 Mission, LLC

Langan Engineering and Environmental Services, Inc.

Malcolm Drilling Company, Inc. Millennium Partners LLC

Millennium Partners Management LLC

Mission Street Development LLC

Mission Street Holdings LLC

Pacific States Environmental Contractors, Inc.

PB&A Inc.

Pelli Clarke Pelli Architects, Inc.

Peninsula Corridor Joint Powers Board

Philip E. Aarons

Philip H. Lovett

Richard Baumert

Sean Jeffries

Shimmick/Nicholson, JV

Stroer & Graff, Inc.

Transbay Joint Powers Authority

Transbay Tower LLC

Treadwell & Rollo, Inc., subsequently known by name change as "T&R Consolidated, Inc."

Turner Construction Company

Viking Drillers, Inc.

Webcor Construction LP, dba Webcor Builders, survivor to a merger with Webcor Construction, Inc.

Webcor-Obayashi Joint Venture, consisting of Webcor Construction L.P. and Obayashi Corporation as Parties

YKKAP, Inc.

Zocon Consulting Engineers, Inc.

EXHIBIT 2

[insert address for Grantee]

Grantee will provide title report to City showing proper party is grantee before easement is submitted to City Board of Supervisors for Approval.

[to be attached before presentation of this Agreement to the City Board of Supervisors for approval] [to be attached before presentation of this Agreement to the City Board of Supervisors for approval]

EXHIBIT 3

EXHIBIT 3 - INDIVIDUAL PLAINTIFFS' GROUPS

PLAINTIFF GROUP PLAINTIFF COUNSEL NO.OF UNIT HOLDERS Laura S. Lehman, et al. David B. Casselman David Polinsky (No. CGC-16-553758) Kirk S. Corner CASSELMAN LAW GROUP

Pamela Buttery, et al. Frank M. Pitre Niall P. McCarthy (No. CGC-17-556292) Julie L. Fieber Eric J. Buescher Joseph C. Montana, Jr. et al. COTCHETT, PITRE & McCARTHY LLP (No. CGC-17-558649)

Judith L. Turgeon, et al. AlexanderM. Weyand (No. CGC-18-564417) Eric C. Shaw Rebecca M. Hoberg and WEYAND LAW FIRM, APC Xu Ming Ying, et al. (No. CGC-17-559210) Besvest, Inc. Raymond M. Buddie (Nos. CGC-19-574764; CGC-19- Melissa Palazola 574765; CGC-19-574766) CLARK HILL LLP

Bing Cheng, et al. (No. CGC-19-574931)

Mother Fish, LLC (No. CGC- 19-575174)

Mission 45, LLC (No. CGC-18-565090)

Gregory S. Clark (No. CGC-19-575535)

PA Two, LLC (No. CGC-19-574330)

Pacific Resources Jarvis, Inc. (No. CGC-19-573023)

Xiao Chun Yin (No. CGC-19-575409)

NAI-1510646393vl PLAINTIFF GROUP PLAINTIFF COUNSEL NO.OF UNIT HOLDERS Jian Xin (No. CGC-18-567017)

John And Nora Wu (No. CGC-19-575666)

W &G .Investment Corp. (No. CGC-19-575668)

SST Millennium LLC (No. 18-cv-06681-YGR; JAMS Ref No. 1100105843)

Millennium 1002 LLC (No. 18-cv-06684-YGR; JAMS Ref No. 1100105842) William Symonds, et al. v. Bryant William S. Weisberg Kowalczyk, et al. Case No. CGC- WEISBERG & MILLER 18-565090 [Cross-Complainant]

NAI-1510646393v I

EXHIBIT 4

EXHIBIT 4 -Insureds

1. Abbett Electric 15. Automatic Controls 30. C/S Erectors, Inc. Corporation (2) Engineering Corp. (2) (2) 2. ACCO Engineered 31. Calvert Electric (2) Systems (1) 16. AVAR Construction, Inc. 32. Capital Building 3. Acosta & Sons, Inc. (1) Maintenance & (1) Cleaning Services, 17. Balliet Brothers Inc. (1) 4. Adams Pool Construction Corp. Solutions (2) (2) 33. Capital Sheet Metal (2) 5. Alan Garthwaite 18. BBSI (1) Industries (2) 34. Carter Air Balance 19. BEi Steel, Inc. (2) Company(2) 6. Akal Arcade Roofing, 20. Benson Industries, 35. Cascade Tower & Waterproofing, & Inc. (1) Rigging, Inc. ( 1) Insulation (2) 21. B FK Engineers ( 1) 36. Cell-Crete 7. Akal Specialty Corporation (2) Contracting, Inc. ( 1) 22. Big Al's Grime Fighters (1) 37. Clark Construction 8. Alliance Roofing Group (1) Company, Inc. (2) 23. Blue's Roofing Company (2) 38. Clark/Hathaway 9. Allied Fire Dinwiddie, A Joint Protection, Inc. (2) 24. Boyett Venture (1) Construction, Inc. 10. American (1) 39. Clyde Collishaw Piledriving (2) Sprinklers Inc. (2) 25. Bragg Investment 11. American Water Co., Inc. dba Bragg 40. CM&B, Inc. dba Jetting, Inc. ( 1) Crane & Rigging Mauck Sheet Metal Company (1) (1) 12. Anderson Carpet & Linoleum Sales ( 1) 26. Brayer Electric Co. 41. CMC Rebar (1) (1) 13. Andrew M Jordan 42. Coast Insulation Inc dbaA & B 27. Brodhead Steel (2) Contractors dba Construction (1) Coast Building (1) 28. Broadway 14. Anning-Johnson Mechanical (2) 43. Commercial Power Company (3) Sweep, Inc. ( 1) 29. C.E. Toland and Son (2) 44. Comtel System (2)

(1): Salesforce Tower Wrap Program (2): Millennium Tower Wrap Program (3): Both (1) ancl (?) 45. Condon-Johnson & 59. Electronic 75. Global Safety Associates, Inc. (3) Innovation, Inc. ( 1) Management Consultants (1) 46. Construction 60. Enclos Corp. (2) Emarkets, Inc. dba 76. Global Specialties Tucker Engineering 61. Engel Holdings, Direct (1) (2) Inc. d/b/a Cabrillo Hoist (2) 77. Golden State Carpet 47. Creative Masonry, (2) Inc. (2) 62. European Paving Designs, Inc. (2) 78. Gonsalves & 48. Creative Shower Santucci, Inc. dba Door, LLC (2) 63. Evans Brothers (2) Conco (1)

49. Critchfield 64. F. D. Thomas, Inc. 79. Guarantee Glass, Mechanical, Inc. (2) (1) Inc. (2)

50. D & J Tile 65. F. Rodgers 80. Guzman Glass (2) Company, Inc. (3) Specialty Contractor, Inc. (2) 81. Hathaway 51. Danny's Dinwiddie Construction Co., 66. Ferma Corporation Construction Co. (1) LLC (1) (2) 82. Herrick Corporation 52. DC Vient, Inc. (1) 67. Fontenoy (1) Engineering, Inc. 53. De Anza Tile & (1) 83. Hillside Drilling, Company, Inc. (2) Inc. (1) 68. Fortson Floors (2) 54. Del Secco Diamond 84. Integrated Sign Core & Saw, Inc. 69. Foundation Installations, Inc. (1) Constructors, Inc. (1) (2) 55. Door & Hardware 85. Inter Technomics Management, Inc. 70. G & M Appliance Inc. (2) (2) (2) 86. Interstate Concrete 56. Drill Tech Drilling 71. Geo-Grout, Inc. (2) Pumping Co., Inc. & Shoring, Inc. ( 1) (2) 72. Geo-Instruments ( 1) 57. E & S Masonry 87. Ireland Interior Corporation (2) 73. George Family Systems, Inc. (2) Enterprises, Inc. 58. East Bay Clark Lift, Northern CA (1) 88. J & J Acoustics, Inc. dba Cromer Inc. (2) Equipment (2) 74. Giampolini Painting (2)

-2- (1): Salesforce Tower Wrap Program (2): Millennium Tower Wrap Program (3): Both (1) and (2) --• m.LIIIUI. ____ .L~

89. Jay W. Wyant Co., 104. Martin M. Ron 119. Patent Construction Inc. (2) Associates, Inc. ( 1) Systems of CA. (2)

90. Jeffco Painting & 105. Martinelli 120.Patent, LLC. - Coating, Inc. (3) Environmental Graphics Fairfield, CA (1) (2) 91. Jeffrey Wooding 121. Peninsula Builders dba Quality Tub and 106. McMillan Electric (2) Tile (2) Co. (1) 122. Performance 92. Jensen Corporation 107. Mission Bell Caulking & Landscape Manufacturing (2) Waterproofing Inc. ( 1) Contractors (3) 108. Mitsubishi Electric 123. Performance 93. Johnson Controls, & Electronics USA, Inc. Contracting, Inc. ( 1) Inc. (1) (2) 124. Phoenix Electric (1) 94. Johnson Western 109. National Air Gunite Company Balance Co., Inc. Dba 125.Pitcher Drilling Co. (2) Nabco (1) (1)

95. Joseph J. Albanese, 110.Nicholson 126.Precision Sky Inc. (3) Construction Company Erectors (2) (1) 96. K & M Installations 127.Progress Glass (2) 111. Nor-Cal Specialties Company (2) (2) 97. Landavazo Bros, 128. Pugliese Interior Inc. (2) 112. Olson & Co. Steel Systems, Inc. (1) (3) 98. Layne Christensen 129.Quality Company (1) 113. One-Stop Fire Stop, Construction Electric Inc. (2) Services, Inc. (2) 99. Loadtest, Inc. (1) 114. Pacific Erectors, 130.Raito, Inc. (1) 100. Lombardo Inc. (1) Diamond Core 131. Regional Steel Drilling Co., Inc. 115. Pacific Power Corporation (2) (2) Testing, Inc. (1) 132. Res-Com 101. Los Gatos 116. Pacific Sealants (2) Insulation, Inc. (2) Construction (2) 117. Pan-Pacific 13 3. Restec Contractors 102. M. Hernandez (2) Plumbing Co. (1) Inc. (1)

103. Manntech North 118.Partition 134. Roberts Firestop (2) America Inc. ( 1) Specialties, Inc. (2)

-3- (1): Salesforce Tower Wrap Program (2): Millennium Tower Wrap Program (3): Both (1) and (2) 11 11 - • W-• ll.l.

135. Rosendin Electric, 150. Silverado 166. Top Gun Finishes Inc. (2) Contractors, Inc. ( 1) (2)

136. Royal Glass 151. SJ General 167. TRM Corporation Company, Inc. (1) Maintenance (2) dba: Superior Tile & Stone (1) 13 7. Ryan Engineering 152. Southwest Steel of (2) California, Inc. dba 168. United California Southwest Steel Inc. (1) Glass & Door (2) 138. Safe2Core, Inc. (1) 153. Specialties Etc. (2) 169. Valley 139. Safway Services, Waterproofing, Inc. (2) LLC of Wisconsin (2) 154. Spider, a Division of SafeWorks, LLC (2) 170. Van Mulder Sheet 140.SASCO Electric, Metal, Inc. (2) Inc. (1) 155. St. Francis Electric (1) 171. VFC, Inc. (3) 141. Scaffold Solutions, Inc. (1) 156. SteelPro Specialties, 172. Viking Drillers (2) Inc. (1) 142. SERB Systems, Inc. 173. Vomar Products, dba Pro Media (2) 157.Steve Kentros Inc. (1) Flooring Contractor (2) 143.Sheedy Drayage Co. 174. W. C. Drilling Inc. dba Sheedy Hoist (3) 158. Superior Automatic dba West Coast Drilling Sprinkler Co. (1) Company ( 1) 144. Shimmick Construction Co., Inc. 159. Super!, Inc. (1) 175. Waterworks (1) Industries, Inc. (2) 160. Syserco, Inc. (1) 145. Shirnrnick/Nicholson, 176. Way Point Systems, JV (1) 161. T.C. Steel (2) Inc. (1)

146. Siemens Building 162. Tacoma 177. Webcor Concrete Technologies, Inc. (1) Fixture/Webcor ICG (2) (2)

147. Siemens Industry, 163. Temper Insulation 178.Webcor Inc. (1) Co. (2) Construction, Inc. dba Webcor Builders (2) 148. Sierra Electric 164. The Smith Company (2) Company, Inc. (1) 179. Webcor ICG (2)

149. Sierra Traffic 165. The Wright 180. West Coast Markings, Inc. (1) Solution, Inc. dba Insulation, Inc. (1) Wright & Marfia Inc. ( 1) 181. White Light, Inc. ( 1

-4- (1): Salesforce Tower Wrap Program (2): Millennium Tower Wrap Program (3): Both (1) and (2)

EXHIBIT 5

EXHIBIT S - SUBJECT ACTIONS

1. Laura S. Lehman, et al. v. Transbay Joint Powers Authority, et al., and all Related Cross- Actions, Case No. CGC-16-553758; filed on August 17, 2016. 2. Pamela Buttery, et al. v. Sean Jeffries, et al., and all Related Cross-Actions, Case No. CGC-17-556292; filed on January 6, 2017. 3. Maui Peaks Corporation, et al. v. Mission Street Development LLC, and all Related Cross-Actions, Case No. CGC-17-560322; filed July 21, 2017. 4. Millennium Tower Association v. Mission Street Development LLC, et. al, and all Related Cross-Actions, Case No. CGC-17-557830; filed on March 29, 2017. 5. Joseph Clifford Montana, Jr., et al. v. Mission Street Development LLC, et. al, and all Related Cross-Actions, Case No. CGC-17-558649; filed May 4, 2017. 6. John Riccitiello v. Millennium Tower Association, et al., and all Related Cross-Actions, Case No. CGC-18-565821; filed April 17, 2018. 7. John Hayne Shadduck, et al. v. Donald Eugene Snyder, et. al, and all Related Cross- Actions, Case No. CGC-17-562423; filed on November 13, 2017. 8. Judith L. Turgeon, et al. v. Mission Street Development LLC, and all Related Cross- Actions, Case No. CGC-18-564417; filed on February 16, 2018. 9. Xu Ming Ying, et al. v. Transbay Joint Powers Authority, et al., and all Related Cross- Actions, Case No. CGC-17-559210; filed on May 26, 2017. 10. Kilroy Realty Corporation, et al. v. Webcor Construction LP, et al., and all Related Cross-Actions, Case No. CGC-18-572240; filed on December 19, 2018. 11. Webcor Construction, LP, et al. v. Endurance Specialty Insurance Ltd, et al., and all Related Cross-Actions, Case No. CGC-19-574642; filed on March 19, 2019. 12. Mission 45F, LLC v. William Thomas Symonds, III et al., and all Related Cross-Actions, Case No. CGC-18-565090; filed on March 19, 2018. 13. PA Two, LLC v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-574330; filed on March 6, 2019. 14. Jian Xin v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-18-567017; filed on June 6, 2018. 15. Besvest, Inc., a California corp. v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-574764; filed on ___ 16. Besvest, Inc., a California corp. v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-574765; filed on ___ 17. Besvest, Inc., a California corp. v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-574766; filed on ___ 18. Bing Cheng, an individual, et al. v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-574934; filed on ___

NAI-1510646556vl ~IJ.llll.ll!JILil.. _l~ ___ ~,

19. Gregory Scott Clark, an individual v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-57 4535; filed on ___ 20. Pacific Resources Jarvis, Inc., a California corp. v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-573023; filed on ___ 21. W&G Investment Corporation, a California corp. v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-575668; filed on ___ 22. John C. Wu, et al. v. Mission Street Development LLC, et al., and all Related Cross- Actions, Case No. CGC-19-575666; filed on ___ 23. Xiao Chun Yin, an individual v. Yared Woudneh, et al., and all Related Cross-Actions, Case No. CGC-19-575409; filed on ___ 24. Mother Fish, LLC, a California LLC v. Mission Street Development LLC, et al., and all Related Cross-Actions, Case No. CGC-19-575174; filed on ___ 25. Millennium 1002 LLC, a Colorado LLC v. Mission Street Development LLC, et al., and all Related Cross-Actions, N.D. Cal. Case No. 18-cv-06684-YGR; filed on November 2, 2018 (JAMS Ref No. 1100105842). 26. SST Millennium LLC, a Colorado LLC v. v. Mission Street Development LLC, et al., and all Related Cross-Actions, N.D. Cal. Case No. 18-cv-06681-YGR; filed on November 2, 2018 (JAMS Ref No. 1100105843). 27. Glacier Northwest, Inc. v. Cementaid International Marketing, Ltd, Case No. 2:18-cv- 00556-TSZ (W.D. Washington) (any and all Claims related to the Subject Property, but not claims associated with an unrelated property).

NAI-1510646556vl

EXHIBIT 6

RECORDING REQUESTED BY

WHEN RECEIVED MAIL TO:

Attn: ______

SPACE ABOVE LINE FOR RECORDER'S USE ONLY

MEMORANDUM OF SETTLEMENT

This Memorandum of Settlement ("Memorandum") is made and entered into as of _____, 2020 by the Millennium Tower Association ("MTA") for itself and its members.

A. This Memorandum of Settlement concerns certain real property located at 301 Mission Street, San Francisco, CA, and includes the 58-story building (the "Building") located at that site and owned by MTA, and each of the 428 residential and retail units (collectively, the "Units") located within the Building owned by MTA and its members (together with all past and future members of MT A, the "Unit Owners"). The legal descriptions of the Building and the Units are attached hereto as Exhibit A and incorporated herein by this reference, and the assessor's parcel numbers for each separately assessed parcel located within the Building are listed on Exhibit B, which is attached hereto and incorporated herein by this reference.

B. During summer of 2016 and thereafter, litigation was commenced by MTA and certain owners of Units in the Building regarding the development, construction, and sale of Units in the Building, as well as alleging damages to the Building and the Units from construction at nearby properties. The lawsuits sought different types of damages including, inter alia, diminution in value damages, due to alleged movement of the Building (including excessive vertical settlement, tilt, and differential settlement), as well as other non-conforming or defective conditions or repairs. These cases were related and/or consolidated with the lead case, Lehman v. Transbay Joint Powers Authority, et al., San Francisco County Superior Court Case No. CGC-16- 553758 (the "Litigation").

C. During the course of the Litigation, many parties were added to the Litigation based on of allegations that their respective acts or omissions in connection with the ownership, design and/or construction of the structures in San Francisco located at 301 Mission Street, 350 Mission Street, 415 Mission Street, and ______(formerly commonly known as the Transbay Transit Center and now known as the Salesforce Transit Center) (collectively, the "Neighboring Properties") also contributed to the alleged damage to the Building and Units.

D. As of _____, 2020, a full and final settlement was reached amongst all of the parties to the Litigation, including the MTA and the Unit Owners, which provided for, among other matters, the recordation of this Memorandum. The terms of this settlement are set forth in

1183632.01/LA 372738-0001311)-i)-{}0 l : 201 l ,· l'>/gtm/etm.g,~ that certain Global Settlement Agreement dated as of _____, 2020 (the "Settlement"), a copy of which is part of the public files for the Litigation.

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby made a material part hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the MTA provides the following notice of the Settlement for itself and its members:

1. Capitalized Terms. All capitalized terms not defined herein shall have the meaning ascribed to such terms as set forth in the Global Settlement Agreement. The Global Settlement Agreement is available from the MTA and is also included in the publicly available San Francisco Superior Court records for the Litiation.

2. Settlement. The Settlement effected a full and final settlement of all claims at issue in the Litigation. It includes general releases and waivers from MTA and the Unit Owners, on behalf of themselves and all Related Persons and Entities (such as successors and assigns), to all parties in the Litigation, and others, which include, inter alia, releases of all claims for damages or other relief arising out of or relating to the construction and development of Building, the marketing and sale of the Units, and the construction and development of the Neighboring Properties structures, which were or could have been raised in the Litigation.

3. Upgrade. As a result of the Settlement, the MTA and Unit Owners agreed to implemented: a voluntary seismic upgrade and foundation stabilization by way of a perimeter pile upgrade (the "Upgrade"). The Upgrade was reviewed by an Engineering Design Review Team commissioned by the City and County of San Francisco, and permits to construct the Upgrade were issued by the Department of Building Inspection of the City and County of San Francisco.

4. Upgrade Related Movement Claims. As part of the Settlement, MTA and Unit Owners acknowledged that the Upgrade was designed to allow the Building to move (vertically, laterally, and rotationally) and MTA and the Unit Owners released and waived any and all claims they might have against the Settling Parties arising out of or relating to the Upgrade. MTA and Unit Owners specifically reserved some, but not all, claims arising out of or related to the Upgrade against the Upgrade Contractor and/or the Upgrade Design Professional, as specifically set forth in the Global Settlement Agreement.

5. Governing Laws. This Memorandum shall be governed, construed and enforced according to the laws of the State of California.

IN WITNESS WHEREOF, the undersigned have executed this Memorandum of Settlement as of the day and year first above written.

Millennium Tower Association

By ______, President

1183632.01/LA 372738-00013/;)-iJ-

By ______, Secretary

1183632.01/LA 372738-00013/0-l).IJ(il :; 201 i ~- iWgtm/etm2tmb. t> -3-

EXHIBIT 7

CLASS ACTION SETTLEMENT AGREEMENT

This Class Action Settlement Agreement (“Agreement”) is entered into as of March 9, 2020 (the “Execution Date”) by and among the Class Action Settling Parties as defined below. Capitalized terms used herein are defined in Section II of this Agreement or indicated in parentheses elsewhere in this Agreement.

I. FACTUAL REPRESENTATIONS

1.1 On or about July 21, 2017, Maui Peaks Corporation filed the Class Action against Transbay Joint Powers Authority (“TJPA”), Mission Street Development LLC (“MSD”), and Mission Street Holding LLC (“MSH”) on behalf of themselves and other owners of residential units in the Millennium Tower alleging causes of action relating to Plaintiffs’ allegations concerning, inter alia, the movement and tilt of Millennium Tower;

1.2 On September 14, 2017 Maui Peaks Corporation and NGMII LLC filed a First Amended Class Action Complaint in the Class Action against MSD, MSH and TJPA;

1.3 On or about January 5, 2018, Maui Peaks Corporation and NGMII LLC filed a Second Amended Class Action Complaint in the Class Action against MSD, MSH and TJPA;

1.4 On or about July 17, 2019, NGMII LLC and Ian Kao filed a Third Amended Class Action Complaint in the Class Action alleging causes of action for failure to disclose and for deceptive business practices against MSD and MSH, and causes of action for, inter alia, express indemnity, specific performance, and declaratory relief against TJPA, and Maui Peaks Corporation asserted those same causes of action against the same defendants on its own behalf;

1.5 TJPA, MSD, and MSH have each denied liability for all causes of actions Plaintiffs have asserted against them in the Class Action and deny that Plaintiffs are entitled to any relief whatsoever as a result of those causes of action;

1.6 Beginning in the summer of 2016, various plaintiffs other than Plaintiffs filed complaints asserting causes of action against numerous defendants related to certain alleged construction defects associated with the Millennium Tower and movement and tilt of the Millennium Tower, complaints which, along with the Class Action, have been coordinated and/or consolidated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC- 16-553758 in the Superior Court of San Francisco;

1.7 In the Class Action and other cases that have been coordinated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758, various defendants and cross-defendants have initiated cross-complaints regarding the Millennium Tower and Adjacent Properties, and various other parties have appeared as cross-defendants and cross-complainants;

1.8 All Settling Parties have been participating in a global mediation before a mediation team led by the Honorable Daniel Weinstein (Retired) that also includes the Honorable Ronald Sabraw (Retired), Gerald Kurland, Gard Holby, and Peter Kamminga to address all disputes between and among the Settling Parties concerning the Subject Action, including the Class Action;

1.9 These global mediation efforts have included numerous sessions with the mediation team, presentations by various parties and their experts, and extensive work between and among the Settling Parties;

1.10 The Settling Parties engaged in extensive discovery and the exchange of significant data and information necessary for the Class Action Settling Parties to evaluate Plaintiffs’ Claims and Plaintiffs have considered the possibility that they will be unable to prevail in the Class Action because they cannot establish a litigation class and/or prove liability, damages, or entitlement to equitable relief at trial on a class wide or individual basis;

1.11 As a result of the mediation efforts, the Class Action Settling Parties’ evaluation of information exchanged in connection with the mediation, and during discovery, and in order to avoid the risks and costs of continued litigation, the Class Action Settling Parties desire to resolve the Class Action between and among them finally and forever pursuant to the terms of this Agreement and the Global Settlement Agreement that together will result in the dismissal, with prejudice, of the Subject Action (except the Class Action), and entry of a final judgment in the Class Action providing for the Court to retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h); and

1.12 The Class Action Settling Parties intend this Agreement to finalize the terms of their settlement and to resolve (a) the Subject Action; (b) the Released Matters that are the subject of the releases set forth in this Agreement and the Global Settlement Agreement; and (c) all of the Claims that have been brought or which could have been brought by the Settlement Class Members in this Class Action.

NOW THEREFORE, in consideration of the factual representations set forth above and the definitions, mutual promises and covenants set forth herein, the Class Action Settling Parties agree as follows:

II. DEFINITIONS

As used in this Agreement and the exhibits attached to this Agreement (which are an integral part of the Agreement and are incorporated into this Agreement by reference as if restated in full herein, including the Global Settlement Agreement, a copy of which is attached hereto as Exhibit A), the following terms shall have the meanings set forth below, unless this Agreement specifically provides otherwise. Other capitalized terms used in this Agreement but not defined in this Section II shall have the meanings ascribed to them elsewhere in this Agreement or in the Global Settlement Agreement. In the event of any conflict between this Agreement and the Global Settlement Agreement, the definitions provided in the Global Settlement Agreement shall control.

2.1 “Adjacent Properties” means each of the following properties and improvements thereon: (i) the Transbay Transit Center property (now known as the Salesforce Transit Center); (ii) the Salesforce Tower property located at 415 Mission Street; and (iii) the property located at 350 Mission Street (now known as Salesforce East) (collectively the “Adjacent Properties”).

2.2 “Administration Expenses” means reasonable fees and expenses the Class Action Settlement Administrator incurs performing the tasks outlined in this Agreement and the agreement retaining the Class Action Settlement Administrator’s services for this Agreement.

2.3 “Agreement” means this Class Action Settlement Agreement containing all terms, conditions, and exhibits which constitute the entire agreement between the Settlement Class Members and Settling Defendants.

2.4 “Application” means an application to be filed by Class Counsel by which they will seek a Final Approval Order approving this Agreement, as well as a Fee and Expense Award.

2.5 “Attorneys’ Fees and Expenses” means all attorneys’ fees and costs, expert fees and costs, investigative costs, and witness fees related to: (i) the Upgrade Plan; (ii) repairs of the Subject Property; (iii) the Subject Action; (iv) the mediation of the Subject Action (including fees and costs paid to the mediation team); (v) the negotiation and implementation of this Agreement, the Global Settlement Agreement, the Proceeds Agreement and other settlement documents; and (vi) any effort to obtain the Final Approval Order or to satisfy other conditions to settlement in this Agreement or the Global Settlement Agreement.

2.6 “CCSF” means the City and County of San Francisco, each of which is a Settling Party.

2.7 “City Conditions” means each of the following events that are express conditions precedent to the validity and enforceability of this Agreement and the Global Settlement Agreement: (a) Completion by the CCSF of its environmental review as required by CEQA, the completion of which occurred thorough the publication by the San Francisco Planning Commission of that certain written Mitigated Negative Declaration (“MND”) on December 27, 2019; (b) Approval of the Agreement and the Global Settlement Agreement by the CCSF Board of Supervisors (“CCSFBS”) by formal adoption of an Ordinance authorizing the Agreement and the Global Settlement Agreement followed by approval by the Mayor; (c) Approval by the CCSFBS by formal adoption of the Street Vacation Ordinance; (d) Approval by the CCSFBS by formal adoption of legislation, which, at the MTA’s request, will condition the conveyance of the City Easement on issuance of a final and effective building permit, authorizing the City Easement in substantially the same form as set forth in Exhibit 2 to the Global Settlement Agreement (“the City Easement”); and (e) Approval by the CCSFBS of the Trust Exchange Resolution.

2.8 “City Easement” means the easement agreement identified in Section 2.7 above. CCSF shall cause the City Easement to be recorded no later than five (5) calendar days after CCSF is dismissed from all Subject Actions to which it is a Party.

2.9 “Claim” or “Claims” means any and all past, present, and future rights, claims, cross- claims, class claims, suits, demands, liabilities, damages, losses, debts, obligations, dues, liens, actions, and causes of action of every kind or nature whatsoever, whether known or unknown, whether foreseen or unforeseen, whether vested or contingent, whether accrued or unaccrued, whether based on direct or secondary liability (including, without limitation, agency or alter ego), whether subrogated or unsubrogated, including, but not limited to: claims in law, equity, tort, by statute, in contract, warranty, equity, extra-contractual, and for breach of the duty of good faith and fair dealing, unfair settlement practices, strict liability, negligence (including, without limitation, gross and professional negligence), breach of contract, inverse condemnation, inconvenience, interference, nuisance, express indemnity, equitable indemnity, apportionment, contribution, subrogation, defense costs, alleged duties to provide insurance, punitive or exemplary damages, intentional conduct, malice, libel, slander, defamation, mental anguish, fraud,

3 misrepresentation, conspiracy to commit fraud, diminution in value, stigma, loss of use, loss of enjoyment, loss of business opportunity, damage to business reputation, lost profits or goodwill, consequential damages, special damages, general damages, personal property damage, real property damages, economic and non-economic damages, restitution, rescission, compensatory damages, interest, Attorney’s Fees and Expenses, other attorneys’ fees and expenses, costs of court, tax liabilities, penalties, and claims under any statute, state or federal constitution, common law or any other theory of recovery.

2.10 “Class Action” means the putative class action lawsuit styled as Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322, pending in the Superior Court of the State of California in and for the County of San Francisco, which is part of the “Subject Action,” and which is the subject of this Agreement.

2.11 “Class Action Escrow Agreement” means the agreement establishing the escrow account into which the Global Settlement Administrator shall deposit the Gross Class Settlement Proceeds for distribution by the Class Action Settlement Administrator.

2.12 “Class Action Settlement Administrator” means EPIQ Class Action and Claims Solutions, Inc. (“Epiq”), which, subject to Court approval, will perform those tasks as outlined in this Agreement and the separate agreement retaining the Class Action Settlement Administrator’s services for this Agreement.

2.13 “Class Counsel” means Daniel L. Rottinghaus of Berding & Weil LLP and Allan Steyer and D. Scott Macrae of Steyer Lowenthal Boodrookas Alvarez & Smith LLP.

2.14 “Class Notice” means, collectively, the notices of this Agreement in substantially the same form as set forth in Exhibit B (Long Form Notice) and Exhibit C (Short Form Notice) attached hereto, which, subject to approval by the Court, shall be disseminated to the Settlement Class Members in accordance with Section VII of this Agreement.

2.15 “Class Representatives” means Plaintiffs Maui Peaks Corporation, Ian Kao and NGMII LLC.

2.16 “Class Representative Service Award” means any award of money requested by the Class Representatives and approved by the Court to be paid to the Class Representatives as compensation for their service as Class Representatives.

2.17 “Class Action Settling Parties” means all Settlement Class Members and the Settling Defendants. “Class Action Settling Party” shall refer to any one of the Class Action Settling Parties.

2.18 “Class Settlement Payments” has the meaning set forth in Section 6.7.

2.19 “Court” means the Superior Court of the State of California for the County of San Francisco.

2.20 “Defendants” mean Transbay Joint Powers Authority (“TJPA”), Mission Street Development LLC (“MSD”), and Mission Street Holdings LLC (“MSH”).

2.21 “Effective Date” means the day all of the conditions in Section 6.2 below are satisfied. In no event, shall the Effective Date be earlier than May 31, 2020.

2.22 “Environmental Review” means environmental review of the Upgrade Plan under the California Environmental Quality Act (“CEQA”) (California Public Resources Code Sections 21000 et seq.), the CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq.), and Chapter 31 of the San Francisco Administrative Code.

2.23 “Fee and Expense Award” means the attorneys’ fees and reimbursement of expenses, awarded by the Court to Class Counsel for all the past, present, and future attorneys’ fees, expenses (including court costs), and disbursements, inclusive of Attorneys’ Fees and Expenses, incurred by Class Counsel and their experts, staff, and consultants in connection with the Class Action.

2.24 “Final Approval Hearing” means the final hearing(s) to be conducted by the Court on such date(s) as the Court may order to determine the fairness, adequacy, and reasonableness of the settlement contemplated by this Agreement in accordance with applicable jurisprudence, to be held after notice has been provided to the Settlement Class Members in accordance with this Agreement and any Court order, and where the Court will: (a) determine whether to grant final approval to the certification of the settlement class; (b) determine whether to issue a Final Approval Order approving the Agreement; (c) rule on Class Counsel’s application for a Fee and Expense Award; (d) consider whether to enter the Final Approval Order; and (e) rule on other matters that are necessary to effectuate this Agreement.

2.25 “Final Approval Order” means an order to be entered by the Court, providing, among other things, (a) certification of the class; (b) final approval of the Agreement, including settlement of the Claims and cross-claims and approval of the Releases contained herein and the releases contained in the Global Settlement Agreement; (c)dismissal with prejudice of the cross-complaints which any Settling Defendants have asserted arising from the Class Action; and (d) entry of final judgment with respect thereto for which the Court will retain jurisdiction to enforce the terms of the judgment under California Rule of Court 3.769(h).

2.26 “Global Settlement Administrator” means CitiBank, N.A., who will perform certain tasks as outlined in the Global Settlement Agreement.

2.27 “Global Settlement Agreement” means the Global Settlement Agreement set forth as Exhibit A.

2.28 “Gross Class Settlement Proceeds” means the total amount of $29,844,000 from which the Class Action Settlement Administrator will distribute to the Settlement Class Members, as provided herein, to settle this Class Action, inclusive of any Fee and Expense Award, any other award of Attorney’s Fees and Expenses, any Class Representative Service Award, and Administrative Expenses. Gross Class Settlement Proceeds are a subset of the Global Settlement Proceeds, and shall be funded exclusively from the Global Settlement Proceeds. The existence of any Fee and Expense Award, other award of Attorney’s Fees and Expenses, Class Representative Service Award, or Administrative Expenses shall not increase in any way the amount of Gross Class Settlement Proceeds payable under this Agreement and all expenses of the Class Action Settlement Administrator shall be paid from the Gross Class Settlement Proceeds.

2.29 “Motion for Preliminary Approval of Settlement” means the motion, to be filed by the Class Representatives, seeking entry by the Court of the Preliminary Approval Order, and includes all supporting papers.

2.30 “MTA” means the Millennium Tower Association, a Settling Party herein.

2.31 “Notice Date” means the date on which the Class Action Settlement Administrator disseminates the Class Notice consistent with the Preliminary Approval Order. The Notice Date shall be no later than seven (7) calendar days after the Court’s entry of the Preliminary Approval Order.

2.32 “Notice Plan” means the notice plan, developed by the Class Action Settlement Administrator and approved by the Court, to notify the Settlement Class Members of the Class Notice and to command the Settlement Class Members’ attention to their rights under the Agreement as provided in Section VII and elsewhere in this Agreement.

2.33 “Objection” means an objection properly filed with the Court in conformance with the terms of the Preliminary Approval Order by a Settlement Class Member, objecting to any aspect of the Agreement.

2.34 “Objection Deadline” means the last date on which a Settlement Class Member may submit a written objection to the Agreement or any aspect thereof, and/or the request of Class Counsel for fees and reimbursement of their costs and expenses. The Objection Deadline will be forty-five (45) calendar days after the Notice Date, or such other date as the Court may set. Any written objection must be mailed to the Class Action Settlement Administrator and postmarked no later than the Objection Deadline.

2.35 “Opt Out(s)” means a request by a Class Member to be excluded from the settlement class by following the procedures set forth in the Preliminary Approval Order and the Class Notice.

2.36 “Opt Out Deadline” means forty-five (45) calendar days after the Notice Date, or such other date as the Court may set. Any Request for Exclusion under Section 9.3 must be postmarked no later than the Opt Out Deadline.

2.37 “Opt Out Limit” means a numerical limit on the number of Opt Outs permitted, which has been separately agreed to by the Class Action Settling Parties in accordance with this Agreement upon which such number being exceeded each Settling Defendant’s termination rights under Section 9.5 below and Section 4.3 of the Global Settlement Agreement shall vest. The Opt Out Limit will be confidentially disclosed to the Court should it be exceeded or should the Court request it as part of the Class Action Settlement Approval process.

2.38 “Parties” (or “Party” individually) means Plaintiffs and Settling Defendants.

2.39 “Person” means any natural person, corporation, partnership, business organization or association, or other type of legal entity.

2.40 “Plaintiffs” means Maui Peaks Corporation, Ian Kao, and NGMII LLC.

2.41 “Preliminary Approval Order” means an order to be issued by the Court granting, among other things, preliminary approval of the Agreement. A proposed order is attached as Exhibit D.

2.42 “Related Persons and Entities” shall refer to a Settling Party’s past, present and future: parent companies, divisions, subsidiaries, affiliates, related corporations and entities, alter egos, members, managers, directors, officers, board members, contract professionals, employees, agents, insurers of every type (including but not limited to primary, excess, and umbrella, comprehensive general liability, professional liability, and other types of insurers, risk financing entities, carriers, sureties, reinsurers, or retrocessionaires), attorneys, experts, lenders, designers, lienholders, mortgagees, predecessors, partners, joint venturers, legal representatives, heirs, administrators, trustors, trustees, beneficiaries, assigns, successors, legal and/or equitable owners, or any other successors in interest of any type or character whatsoever, transferees, future unit owners, contractors, subcontractors, architects, engineers, subconsultants and suppliers of any tier including but not limited to any person or entity insured under one or more of the contractor controlled insurance program (“CCIP”) policies procured in connection with construction of the Subject Property and/or any person or entity insured under one or more of the CCIP policies procured in connection with construction of the Salesforce Tower project (including, but not limited to, the enrollees identified in Exhibit 4 to the Global Settlement Agreement incorporated herein). For former and current owners of units in the Subject Property, Related Persons and Entities shall also include co-owners, and any person with a legal and/or equitable ownership in a unit, spouses and other family members of owners, family trusts, tenants (including but not limited to, sub-tenants, co-tenants, and tenants in common) licensees, and occupants of a Settling Party. Notwithstanding anything in this Global Settlement Agreement to the contrary, the Upgrade Contractor and Upgrade Design Professional are not a Settling Party or a Related Person or Entity for or with respect to any act or omission with respect to the Upgrade. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or MSD, with respect to the Upgrade, Upgrade Construction Activities or the Upgrade Plan do not fall within the definition of Related Persons or Entities with respect to that work. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or Unit Holders with respect to Non-Upgrade Repairs, or other maintenance, repair, or construction activities at the Subject Property do not fall within the definition of Related Persons or Entities with respect to that work.

2.43 “Release” means collectively all releases included in this Agreement and the incorporated Global Settlement Agreement.

2.44 “Released Matters” means the Subject Action Claims and the Upgrade-Related Claims but not including:

(1) any subsequent Claims to enforce the terms of this Agreement or the Global Settlement Agreement;

(2) any Claims relating to the indemnity obligations set forth in this Agreement or Section 7.12 and 7.16 of the Global Settlement Agreement;

(3) the Assigned Claims, as defined in Section 11.4 of this Agreement and Section 7.4 of the Global Settlement Agreement;

(4) Claims that the MTA retains as provided for in Section 11.5 of this Agreement and Section 7.5 of the Global Settlement Agreement;

(5) Claims that the Unit Holders retain as provided for in Section 11.6 of this Agreement and Section 7.6 of the Global Settlement Agreement;

(6) Claims that the Adjacent Property Owners retain, as provided for in Section 11.7 of this Agreement and Section 7.7 of the Global Settlement Agreement;

(7) Claims that are within the Exception as to Governmental Functions, as provided for in Section 11.8 of this Class Action Settlement Agreement and Section 7.8 of the Global Settlement Agreement;

(8) Any claims for reimbursement of defense fees and costs, against an insurance company or risk financing entity allegedly owed pursuant to additional insured coverage. This exception does not include claims for reimbursement of any portion of the Global Settlement Proceeds against an insurance company or risk financing entity allegedly owed pursuant to additional insured obligations, which are satisfied and released pursuant to the Agreement. Further, this exception does not apply to any claims for defense fees and costs by or against a CCIP;

(9) Any claims for reimbursement solely regarding payments toward the Global Settlement Proceeds made by insurers or risk financing entities of a named insured for equitable indemnity, equitable contribution, or equitable subrogation against other insurers of the same insured. This exception does not include claims for additional insured indemnity obligations or payments from Millennium Tower CCIP insurers; and

(10) Claims that are provided for in Section 11.17 of this Class Action Settlement Agreement or Section 7.17 of the Global Settlement Agreement.

The exceptions set forth in 2.44(8) and 2.44(9) above shall not apply to TJPA’s carriers or risk financing entities, SDRMA and Evanston, as to which such claims are fully released, which release concerns solely the obligations under those policies or liability coverage agreements, including additional insured and additional covered party endorsements and certificates, issued by SDRMA and Evanston to TJPA and MSD. Likewise, SDRMA and Evanston, fully release all insurers and Parties to this Class Action Settlement Agreement for any claims relating to or arising out of any settlement payment made by SDRMA and Evanston for any monies paid on behalf of TJPA.

The exclusion of any matter from the Released Matters does not suggest that any carved-out claim has merit and all parties retain their rights and defenses as to those claims.

2.45 “Released Parties” means the Settling Parties and the Related Persons and Entities.

2.46 “Request for Exclusion” means the form attached hereto as Exhibit E.

2.47 “Settlement Class Members” means the proposed Class Representatives and all individuals and entities who (1) own one or more condominium units in The Millennium Tower, that they purchased prior to May 10, 2016; (2) purchased one or more condominium units in The Millennium Tower prior to May 10, 2016 and sold such unit or units after May 10, 2016; or (3) as of [the Notice Date], own one or more condominium units in The Millennium Tower, that they purchased after May 10, 2016, who have not filed an individual action against one or more of the Defendants regarding The Millennium Tower and who do not exclude themselves from the Settlement Class in the manner and time prescribed by the Court in the Preliminary Approval Order. All Settlement Class Members are Class Action Settling Parties subject to all the terms and conditions of this Agreement, including, but not limited to, the Releases. Settlement Class Members excludes the Developer Defendants, TJPA, and the officers and directors and employees of the Developer Defendants and TJPA, as well as their families and also excludes the named plaintiffs named in the cases within the Subject Actions (excluding this Class Action) who have asserted causes of action against TJPA and/or the Developer Defendants.

2.48 “Settling Defendants” means all defendants, cross-defendants, and signatories to the Global Settlement Agreement as shown on Exhibit 1.b to the Global Settlement Agreement. The Settling Defendants are also signatories to this Agreement.

2.49 “Settling Parties” shall have the same definition as provided in the Global Settlement Agreement.

2.50 “Street Vacation Ordinance” means a CCSFBS ordinance ordering the vacation of the sidewalk portion of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection in substantially the same form as Exhibit 8 to the Global Settlement Agreement.

2.51 “Subject Action(s)” means collectively each and every action listed in Exhibit 5 to the Global Settlement Agreement, be they actions in the Superior Court, federal court, or any other alternative dispute resolution forum.

2.52 “Subject Action Claims” means any and all Claims that any Settling Party and Related Persons and Entities may have, ever had, now has, or may hereafter have related to or arising out of: (a) movement (including, but not limited to, vertical settlement and tilt) of the Subject Property; (b) the performance, original design or construction of the Subject Property including the design or manufacture of any component parts, or any damage, defects, conditions or loss to or use of the Subject Property, whether patent or latent, including, without limitation, any claimed non- conforming or defective conditions or repairs or violations of statutory standards for residential construction; (c) the sale, lease, or transfer of any rights in the Subject Property, including, but not limited to, the sale, lease, or transfer of any units in the Subject Property; and/or (d) all Claims and cross-claims that have been or could have been asserted in the Subject Action related to the Subject Property. Notwithstanding the foregoing or anything else in this Agreement or the Global Settlement Agreement, Subject Action Claims do not include Claims preserved by Sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17 of the Global Settlement Agreement or corresponding provisions of this Agreement.

2.53 “Subject Property” means the entire Millennium Tower development, including, but not limited to, the real property located at 301 Mission Street, San Francisco, California 94105, and all improvements thereon and appurtenant thereto and thereunder; the Millennium Tower (i.e., the tower itself); the podium structure; the basement; the piles; the mid-rise structure; the parking areas (including the parking garage); common areas; fixtures; personal property that at any time was located at the Subject Property; commercial areas; utilities; individual residential units; and all land.

2.54 “Third Amended Class Action Complaint” means the Third Amended Class Action Complaint filed by Plaintiffs in this Action on or about July 17, 2019.

2.55 “Trust Exchange Resolution” means a CCSFBS resolution approving the removal of the Public Trust for commerce, navigation, and fisheries imposed by the Burton Act on portions of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection as well as other areas on Mission, Fremont, and Beale Streets and the addition of the Public Trust on certain streets near Fisherman’s Wharf, as set forth in substantially the same form as Exhibit 9 to the Global Settlement Agreement.

2.56 “Upgrade” means work that has been performed, and is to be performed, as part of the Upgrade Plan.

2.57 “Upgrade Related Claim(s)” means except as provided below, (a) any and all Claims that any Settling Party or Related Persons and Entities may have, ever had, now has, or may hereafter have which allegedly arise out of or relate to the design, engineering, construction, or performance or non-performance of the Upgrade, the Upgrade Plan and the Upgrade Construction Activities including, but not limited to, claims for economic damages, non-economic damages, property damage, diminution in value, stigma, loss of use, distress, bad faith, attorneys’ fees, expert fees, repair costs, investigative costs, and any other acts or omissions, conduct or damage of every kind and nature whatsoever; and (b) any and all Claims related to inconvenience, interference, nuisance, or other claims based on alleged impacts on use or enjoyment of the Subject Property. Notwithstanding the foregoing or anything else in this Agreement or the Global Settlement Agreement, certain Upgrade-Related Claims are not released by this Agreement, and are instead expressly reserved by Sections 2.44, 11.4, 11.5, 11.6 and 11.7 of this Agreement and Sections 1.30, 7.4, 7.5, 7.6, and 7.7 of the Global Settlement Agreement.

2.58 “Upgrade Construction Activities” means and is limited to action taken by any person or entity in connection with designing, planning, coordinating, constructing, providing material or services for, or otherwise participating in implementing the Upgrade Plan.

2.59 “Upgrade Plan” means the plan for the perimeter pile upgrade being undertaken on behalf of the MTA as a voluntary seismic upgrade and foundation stabilization for the Subject Property (City and County of San Francisco, Department of Building Inspection (“SFDBI”) Permit No. 2018.12.04.7402), and the associated shoring and excavation design (SFDBI Permit No. 2018.12.07.7819) and indicator pile program (SFDBI Permit No. 2018.12.07.7828), and includes all designs, drawings, and plans prepared for the Upgrade and available with SFDBI.

2.60 “Unit Holder” means (1) the owner of any individual unit or combination of units in the Subject Property that is a plaintiff, cross-complainant, or a Settlement Class Member in any case within the Subject Action; and (2) any other person or entity who, as of the Execution Date of the Global Settlement Agreement , claims any interest, whether legal or equitable, in the title of one or more residential or commercial unit in the Subject Property owned by another, including, but not limited to, predecessors, successors, assigns, lessees, sublessees, trustees, beneficiaries, or devisees of such person or entity. For the avoidance of any doubt, Unit Holder does not include the MTA.

III. GLOBAL SETTLEMENT AGREEMENT

3.1 The Class Action Settling Parties intend to incorporate by reference as if restated in full herein the Global Settlement Agreement. By doing so, the Class Action Settling Parties intend to make the terms of the Global Settlement Agreement terms of this Agreement and binding to the same degree. The Class Action Settling Parties further acknowledge that the Global Settlement Agreement includes certain conditions that must be satisfied before the rights and obligations of the Settling Parties vest and which, if unsatisfied, may void the Global Settlement Agreement. The Class Action Settling Parties acknowledge that those incorporated conditions apply in equal effect to this Agreement such that those conditions must be satisfied before the rights and obligations of the Parties to this Agreement vest and which, if unsatisfied, may void this Agreement.

IV. CONDITIONAL CERTIFICATION OF THE SETTLEMENT CLASS

4.1 The Settling Defendants hereby consent, solely for the purposes of the Agreement set forth herein, to the certification of the settlement class and the appointment of Daniel L. Rottinghaus of Berding & Weil LLP and Allan Steyer and D. Scott Macrae of Steyer Lowenthal Boodrookas Alvarez & Smith LLP as counsel for the Settlement Class Members, and Maui Peaks Corporation, Ian Kao and NGMII LLC as representatives of the Settlement Class Members. If, however, (a) this Agreement fails to receive Court approval or otherwise fails to become effective, including, but not limited to, the judgment not becoming final as provided for in this Agreement, (b) one or more conditions to the Global Settlement Agreement or this Agreement are not satisfied (c) this Agreement or the Global Settlement Agreement is terminated by right by any Class Action Settling Party or Settling Party or (d) fails for any other reason, then, the Settling Parties shall return to their positions as of June 27, 2019, to object to the propriety of class certification in all other contexts and for all other purposes, and the Class Action will continue as if the settlement class had never been certified, with all Settling Parties maintaining any and all rights and defenses they had before the Execution Date. The settlement of this Class Action, or the fact that the Settling Defendants conditionally consent herein to certification of the settlement class shall not be used against the Settling Defendants by any Settling Party or non-party for any purpose in this Class Action or any other action, litigation, lawsuit, or proceeding of any kind whatsoever.

V. REQUIRED EVENTS

5.1 The Class Representatives shall file in the Class Action this Agreement and a motion seeking entry of the Preliminary Approval Order, which order shall by its terms accomplish all the following:

(a) Preliminarily approve this Agreement as fair, reasonable and adequate to Class Members;

(b) Conditionally certify this putative Class Action as a class action for Class Members for purposes of effectuating the Agreement;

(d) Designate Class Counsel as counsel for the Settlement Class Members;

(e) Approve the retention of the Class Action Settlement Administrator and require the Class Representatives and the MTA to provide the Class Action Settlement Administrator with each Class Members’ last known mailing address and email address and instruct the Class Action Settlement Administrator to perform the following functions:

(i) Process Opt Out requests in accordance with Section IX of this Agreement;

(ii) Process Objections to the Agreement in accordance with Section IX of this Agreement;

(iii) Work with the Global Settlement Administrator to ensure (a) the escrow account established by the Class Action Escrow Agreement receives the Gross Class Settlement Proceeds, (b) the Class Settlement Payments to the Settlement Class Members are processed and distributed in accordance with this Agreement, and (c) any other payments required under this Agreement are made in accordance with this Agreement; and

(iv) Report on IRS Form 1099 or other appropriate tax reporting forms: (a) all amounts paid to Settlement Class Members and the Class Representatives; and (b) the Fee and Expense Award, if any, and any other attorneys’ fees award described herein and paid to Class Counsel, in accordance with Section VIII.

(f) Approve the form, contents, and method of notice to be given to Settlement Class Members as set forth in Section VII of this Agreement, and direct the Class Action Settlement Administrator to provide, and cause to be provided, such notice and to file with the Court a declaration of compliance with those notice requirements, as set forth in Section VII of this Agreement.

(g) Set a date for the Final Approval Hearing.

VI. SETTLEMENT CONSIDERATION

6.1 Gross Class Settlement Proceeds.

(a) In accordance with the Global Settlement Agreement, the Paying Settling Parties, TJPA, and/or their insurers or risk financing entities, shall contribute the Global Settlement Proceeds to the Global Settlement Administrator within thirty (30) calendar days after the Effective Date. Upon the full funding of the Global Settlement Proceeds, the Global Settlement Administrator shall then pay the Gross Class Settlement Proceeds to the Class Action Settlement Administrator as soon as reasonably practicable. The Gross Class Settlement Proceeds shall be deposited by the Class Action Settlement Administrator into the escrow account established by the Class Action Escrow Agreement.

(b) The Class Action Settling Parties agree to treat the Gross Class Settlement Proceeds as being at all times a “qualified settlement fund” within the meaning of Treas. Reg. § 1.468B-1 and to refrain from taking any action inconsistent with such treatment. For the purpose of § 486B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the “administrator” shall be the Class Action Settlement Administrator and shall promptly take all steps necessary so that the Gross Class Settlement Proceeds qualify as a “qualified settlement fund” within the meaning of Treas. Reg. § 1,468B-1.

(c) The Paying Settling Parties and TJPA shall have no obligation to distribute the Gross Class Settlement Proceeds to Settlement Class Members. The Settlement Class Members acknowledge that each Paying Settling Party or TJPA satisfy each of its respective obligations once each Paying Settling Party, TJPA, and/or their insurers or risk financing makes its full payment to the escrow account managed by the Global Settlement Administrator. The Class Action Settlement Administrator shall be solely responsible for making any disbursements to Settlement Class Members as required by the Court or this Agreement.

6.2 Conditions To Settlement. The Class Action Settling Parties agree that this Agreement, and the settlement releases and waivers contemplated thereunder, will be contingent upon, and no Settling Party or any contributing insurer or risk financing entity shall be obligated to make any payments unless and until each and every one of the following conditions are satisfied:

(a) all Parties identified in Exhibit F of this Agreement have signed this Agreement, and all Parties identified in Exhibits 1.a and 1.b to the Global Settlement Agreement have executed the Global Settlement Agreement, and as necessary, the Proceeds Agreement, other agreements referenced herein or in the Global Settlement Agreement, and the Services and Funding Agreement within forty-two (42) calendar days of the Execution Date. All parties shall provide notice of their signatures pursuant to Section 14.16 of this Agreement and Section 11.18 of the Global Settlement Agreement. For purposes of this condition Section 6.2(a) only, TJPA’s and CCSF’s signature as to form to present this Agreement and the Global Settlement Agreement to their respective boards shall be deemed to satisfy this condition, but such signatures shall not satisfy Sections 6.2(g) or Section 6.2(h);

(b) the Court in the Class Action enters the Preliminary Approval Order;

(c) the Opt Out Limit is not reached or is reached and no Settling Defendant timely exercises its termination rights under Section 9.5 of this Agreement or Section 4.3 of the Global Settlement Agreement;

(d) the Court in the Class Action enters the Final Approval Order and enters final judgement in the Class Action;

(e) expiration of the time;

(i) to appeal or seek review in California appellate court of last resort of the Final Approval Order or a judgment entered in the Class Action; and

(ii) to bring a motion under California Code of Civil Procedure Section 663 challenging the class judgment resulting from Final Approval Order and/or an appeal from any denial of any such Section 663 motion;

(g) completion and satisfaction of each of the City Conditions listed in Section 2.7 of this Agreement and Section 1.6 of the Global Settlement Agreement;

(h) approval of this Agreement and the Global Settlement Agreement by the Board of Directors for the TJPA followed by execution by an authorized representative;

(i) no Settling Party exercises any contractually provided termination rights as set forth in this Agreement, the Proceeds Agreement or the Global Settlement Agreement, as applicable, within the time allowed to do so;

(j) all conditions in Section 2.42 of the Global Settlement Agreement have been satisfied and the Services and Funding Agreement and the Construction Contract have been executed;

(k) no new litigation is commenced against any Settling Defendant regarding the Millennium Tower before all other conditions under this Section 6.2 and Section 3.3 of the Global Settlement Agreement are satisfied.

If any of these conditions fails to be satisfied, this Agreement and the Global Settlement Agreement and any agreement it is incorporated into shall be terminated and the terms of Sections 9.5 of this

Agreement and Sections 4.3, 4.4 and 11.2 of the Global Settlement Agreement shall apply. A challenge solely to fees or expense reimbursements to Class Counsel shall not affect the finality of this Agreement or the Global Settlement Agreement and the settlement contemplated hereunder. The Parties agree to expedite any appeals taken from the judgment or Final Approval Order, including, but not limited to, filing a motion immediately but not more than ten (10) calendar days after service of notice of the appeal asking the Court of Appeal to expedite the appeal.

6.3 Hernandez Occurrence. In the event that: (1) all other conditions in Section 6.2 excluding Sections 6.2(e), 6.2(f) and 6.2(k) are satisfied, and (2) no person or entity has formally intervened in the trial court prior to the entry of the Final Approval Order and class judgment, and (3) no person or entity has brought a timely motion under California Code of Civil Procedure Section 663 to challenge the Final Approval Order or class judgment (collectively the “Hernandez Occurrence”), then for the funding obligations of Section 3.1 of the Global Settlement Agreement and Section 6.1 of this Agreement as to the Paying Settling Parties, TJPA, and/or their respective insurers or risk financing entities on their respective behalves, the Effective Date will be deemed to have occurred as of the expiration of time to bring a motion under California Code of Civil Procedure Section 663 challenging the Final Approval Order or judgment in the Class Action provided such date is not on or before May 31, 2020.

Notwithstanding anything provided in the Global Settlement Agreement, this Agreement, or the Proceeds Agreement, in the event there is a Hernandez Occurrence, any moneys paid pursuant to Section 3.1 of the Global Settlement Agreement or Section 6.1 of this Agreement shall be held by the Global Settlement Administrator in an interest bearing account and not distributed until no earlier than either the satisfaction of conditions in Sections 3.3(e), 3.3(f), and 3.3(k) of the Global Settlement Agreement and Section 6.2(e), 6.2(f) and 6.2(k) of this Agreement or the termination of this Agreement or the Global Settlement Agreement. Thereafter, distribution or return of funds shall occur pursuant to the terms of this Agreement and the Global Settlement Agreement, or the Proceeds Agreement, as appropriate, provided, however that the Plaintiffs Groups and the MTA shall have the right to any interest earned on the monies held during this Hernandez Occurrence if the result that led to the distribution was the satisfaction of all of the conditions in Section 3.3 of the Global Settlement Agreement and 6.2 of this Agreement, including Sections 3.3(e), 3.3(f) and 3.3(k) of the Global Settlement Agreement and Sections 6.2(e), 6.2(f) and 6.2(k) of this Agreement, and the Paying Settling Parties, TJPA, CCSF, as appropriate, and/or their respective insurers or risk financing entities, shall have the right to the interest in the event that there has been a termination of the Global Settlement Agreement or this Agreement or a failure to satisfy condition Sections 3.3(f) and 3.3(k) of the Global Settlement Agreement or Sections 6.2(f) and 6.2(k) of this Agreement.

In the event there is a Hernandez Occurrence, the Effective Date for the settlements, releases, dismissals, and waivers in the Global Settlement Agreement other than provided for by Section 3.1 of the Global Settlement Agreement and Section 6.1 of this Agreement, shall not be deemed to have occurred until the satisfaction of all conditions in Section 3.3 of the Global Settlement Agreement, including Sections 3.3(e), 3.3(f), and 3.3(k) and Section 6.2 of this Agreement, including Sections 6.2(e), 6.2(f) and 6.2(k). The Hernandez Occurrence shall in no way limit any rights of termination provided in this Agreement, the Global Settlement Agreement or in any agreement they are incorporated into. Instead, subject to the terms of this Section, the Hernandez Occurrence shall only impact the timing of the funding obligations as provided in Section 3.1 of

15 the Global Settlement Agreement or Section 6.1 of this Agreement and have no other impact on the terms of this Agreement or the Global Settlement Agreement or any agreement it is incorporated into. In the event there is no Hernandez Occurrence, the terms of this subsection shall not apply.

6.4 No Joint and Several Liability Regarding Payment Obligations. Notwithstanding anything to the contrary in this Agreement or the Global Settlement Agreement, each Settling Defendant is only severally responsible for its contribution to the Global Settlement Proceeds, if any. No Settling Party is liable for another Settling Party’s or any insurer’s or any risk financing entity’s failure to meet its payment obligation.

6.5 No guarantee of payments by Insurers or Risk Financing Entities. In the event that one or more insurers or risk financing entities for a Settling Party fails to make the payment for which such insurers or risk financing entities committed that it will make on behalf of such Settling Party, then such Settling Party shall not be liable for breach or be in default of this Agreement or the Global Settlement Agreement. Nonetheless, in that event, the Setting Plaintiffs shall have the right to elect to terminate this Agreement and the Global Settlement Agreement pursuant to the terms of the Proceeds Agreement (as to a non-payment by an insurer for a Paying Settling Party) or as set forth in the Global Settlement Agreement (as to a non-payment by an insurer or risk- financing entity for TJPA).

Should a Paying Settling Party or TJPA, as distinct from its insurer or risk financing entity, not make a payment to which it has committed pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or the Global Settlement Agreement (as to TJPA), then the Settling Plaintiffs shall also have the right to terminate this Agreement and the Global Settlement Agreement pursuant to the terms of the Proceeds Agreement (as to the Paying Settling Parties) or as set forth in the Global Settlement Agreement (as to TJPA).

A Settling Plaintiff may exercise any termination rights that vest from a TJPA non-payment (inclusive of any non-payment by one of its insurers or risk financing entities), should it occur, by first providing written notice to all Settling Parties within 10 calendar days after notice from the Global Settlement Administrator of a TJPA non-payment. Not less than eleven (11) calendar days and not more than twenty (20) calendar days after the Settling Plaintiff provides such notice, the Settling Plaintiff may terminate the Global Settlement Agreement by filing a document in the Lehman matter stating that the Global Settlement Proceeds did not achieve the total confirmed amount, and that it thereby terminates the entire Global Settlement Agreement and this Agreement.

6.6 Allocation of Net Settlement Proceeds Among Settlement Class Members. After deducting the Class Action Settlement Administrator expenses, the Class Representative Service Awards, and the Attorneys Fees and Expenses awarded by the Court from the Gross Class

Settlement Proceeds, the remaining settlement proceeds (“Net Class Settlement Proceeds”) will be allocated among the Settlement Class Members as follows: (1) each of the Settlement Class Members who purchased a unit or units after May 10, 2016, when the sinking and tilting of the Millennium Tower was publicly disclosed, who still own the unit(s), and who submit a valid claim will be paid $10,000 per unit; (2) each of the Settlement Class Members who purchased a unit or units prior to May 10, 2016 and either sold after May 10, 2016 or still own their unit(s) and who submit a valid claim shall receive a pro rata share of the remaining Net Settlement Proceeds based on the total purchase price of all the units (e.g., such a Settlement Class Member who paid $1 million for their unit will be paid twice as much as such a Settlement Class Member who paid $500,000 for their unit). If any Settlement Class Member(s) fails to file either a valid claim or a request for exclusion for their unit(s), the amount that would have been allocated to their unit(s) will be shared among all Settlement Class Members who submit valid claims in proportion to the respective amounts they would have received for their unit(s) had valid claims for the units of all the Settlement Class Members been received.

6.7 Claims and Distribution of Class Settlement Payments to Settlement Class Members. Any Settlement Class Member that seeks to recover a portion of the Gross Class Settlement Proceeds shall file a claim with the Class Action Settlement Administrator which shall be postmarked no later than sixty (60) calendar days after the Notice Date setting forth the information required on the claim form and any additional verifying information requested by the Class Action Settlement Administrator. A form of the claim is attached hereto as Exhibit G. The Class Action Settlement Administrator shall take reasonable steps to follow up with Settlement Class Members who have not returned a claim form within thirty (30) calendar days of the Notice Date. For all claim forms received by the Class Action Settlement Administrator and which are postmarked no later than 60 calendar days after the Notice Date, the Class Action Settlement Administrator shall then confirm eligibility of the Settlement Class Member and the amount of the payment to be made from the Net Class Settlement Proceeds (“Class Settlement Payment”). Settling Defendants shall not be responsible for distributing Class Settlement Payments to the Settlement Class Members and shall not be required to make additional payments to resolve any disputes between the Settlement Class Members regarding the amounts allocated among them. The claim form shall provide that each Person who submits a claim as a Settlement Class Member and who receives a check from the Class Action Settlement Administration shall, to the maximum extent permitted by law, indemnify, protect, defend, and hold harmless all Settling Parties and their Related Persons and Entities from and against any and all Claims asserting that that claimant should not have received the Class Settlement Payment it received (whether in whole or part). Should a Settlement Class Member to whom the Settlement Class Administrator has issued a check fail to cash that check within twenty (20) calendar days of it being mailed by the Class Settlement Administrator, the Settlement Class Administrator shall mail them a postcard reminding them to cash their check. If that Settlement Class Member has not cashed their check 15 calendar days after the mailing of the reminder postcard, the Settlement Claims Administrator shall email a reminder to that Class Member. If that Settlement Class Member has not cashed their check 30 calendar days after the mailing of the reminder postcard, the Settlement Claims Administrator shall email another reminder to that Class Member. Should any settlement check remain uncashed after ninety (90) calendar days of the mailing of that check, that check shall be deemed stale, the Settlement Class Member’s claim shall be deemed abandoned and any resulting residue shall be redistributed proportionately to the Settlement Class Members who made a valid claim. If after ninety (90) calendar days of the mailing of those redistributed checks, should any of those redistributed checks

17 not be cashed they shall be deemed stale, and any resulting residue shall be paid to the Millennium Tower Association, as the cy pres recipient, for its use in furtherance of the Millennium Tower.

6.8 Validation Procedures and Procedures for resolving disputes related to distribution of funding to individual Settlement Class Members. The Class Action Settlement Administrator shall give notice of any claim form that is rejected in whole or in part within fifteen (15) calendar days of receipt of the claim form. If any Claimant (defined to include a Settlement Class Member who submits a claim) whose claim form has been rejected in whole or in part by the Class Action Settlement Administrator, or who disputes either the specific award determination as to that Claimant or distribution method as to a particular Claimant, desires to contest such determination, the Claimant must mail a notice and statement of reasons to the Class Action Settlement Administrator indicating the Claimant’s grounds for contesting the determination as to that Claimant along with any supporting documentation, which must be postmarked within thirty (30) calendar days after the date of mailing of the final claim determination. The Class Action Settlement Administrator shall review the information provided by a Claimant and respond to the Claimant within fifteen (15) calendar days of receipt of such a notice. If a dispute concerning a claim form cannot be otherwise resolved, Class Counsel shall thereafter present the request for review to the Court before distribution of checks to other Settlement Class Members and after written notice to the Claimant of submission of the dispute to the Court and the date and time of the hearing set by the Court, if any.

6.9 Gross Settlement Proceeds Reduction for Opt Outs. In the event a Class Member or Class Members Opt Out of this Agreement, and the Opt Out Limit is not reached or the Opt Out Limit is reached and no Settling Defendant exercises its termination rights under Section 9.5 of this Agreement or Section 4.3 of the Global Settlement Agreement, the Gross Class Settlement Proceeds otherwise due pursuant to this Agreement, (see Section 2.28), shall be reduced by the maximum amount any opting-out Class Member would have received pursuant to Section 6.6 had any Class Member not opted-out of this Agreement.

6.10 Stay of Subject Action. Notwithstanding Section 6.2 above and Section 3.3 of the Global Settlement Agreement, upon the satisfaction of condition 6.2(d) above and 3.3(d) of the Global Settlement Agreement, the currently set trial date shall be vacated. The Settling Parties further agree that upon the Global Settlement Agreement being sent out for signature the current stay of the Subject Action shall be revived and shall continue until the conditions in this Agreement and Sections 3.3 and 3.4 of the Global Settlement Agreement are satisfied or this Agreement or the Global Settlement Agreement terminates according to its terms. Notwithstanding anything to the contrary in this Agreement or the Global Settlement, in the event that this Agreement, the Global Settlement Agreement, or the Proceeds Agreement is terminated for any reason, the Settling Parties agree that they shall request to have not less than 8 months and not more than 12 months to prepare for the Phase One trial after the date of the termination of this Agreement, the Global Settlement Agreement, or the Proceeds Agreement.

VII. SETTLEMENT ADMINISTRATION, CLASS NOTICE, AND PROCEDURES FOR PROVIDING BENEFITS TO SETTLEMENT CLASS MEMBERS

7.1 Class Action Settlement Administrator. Class Counsel shall ask the Court to approve EPIQ as the Class Action Settlement Administrator, to which the Settling Defendants will not

18 object. Class Counsel will obtain a “not to exceed” commitment from the Class Action Settlement Administrator regarding all Administrative Expenses. The Administrative Expenses shall be paid from the Gross Class Settlement Proceeds before the Class Settlement Payments are distributed to Settlement Class Members. The Class Action Settlement Administrator shall maintain reasonably detailed records of its activities under this Agreement. The Class Action Settlement Administrator shall maintain all such records as are required by applicable law and in accordance with its normal business practices, and such records will be made available to Class Counsel, Defendants’ counsel, the Parties, and the Class Action Settling Parties and Settling Parties. The Class Action Settlement Administrator shall, subject to the supervision of the Court, administer the relief provided by this Agreement by providing Class Notice to Class Members in accordance with the Notice Plan; process Opt Out requests and Objections in accordance with Section IX of this Agreement; set up and operate a toll-free telephone number and a website through which Class Members can access information about the Class Action, this Agreement, and the Global Settlement Agreement, and provide Class Members notice of entry of final judgment. The Class Action Settlement Administrator shall validate claims submitted by Settlement Class Members and distribute payments as set forth herein to the Settlement Class Members who submit valid claims. The Class Action Settlement Administrator shall also provide reports and other information to the Court as the Court may require. In addition to the requirements of Sections 7.5 and 7.6 below, the Class Action Settlement Administrator shall promptly provide Class Counsel and counsel for the Settling Parties with information concerning Class Notice and the administration and implementation of this Agreement. Should the Court request or should it be reasonably advisable to do so, the Parties, in conjunction with the Class Action Settlement Administrator, shall submit a timely report to the Court summarizing the work performed by the Class Action Settlement Administrator. The Class Action Settling Parties and the Settling Parties and their counsel shall not have any liability whatsoever for any act or omission of the Class Action Settlement Administrator.

7.2 Payment of Class Action Settlement Administrator’s Fees and Expenses. The Class Action Settlement Administrator’s fees and expenses for complying with its duties and obligations under the Agreement, including the costs of preparing and disseminating the Class Notice and expenses incurred in administration of the Agreement, will be paid from the Gross Class Settlement Proceeds.

7.3 Class List. Upon the Execution Date and in no event no later than two (2) calendar days after the filing of the Motion for Preliminary Approval of Settlement, the Class Representatives and MTA shall send and/or cause to be sent to the Class Action Settlement Administrator, a list of the Settlement Class Members, including their last known mailing address and email address.

7.4 Dissemination of Notice. Subject to Court approval, the Parties agree that EPIQ shall cause the Class Notice of the proposed Agreement to be provided to the Class Members as follows:

(a) Settlement Notice. As soon as practicable, but no later than seven (7) calendar days after the Court’s entry of the Preliminary Approval Order, the Class Action Settlement Administrator shall disseminate the Class Notices attached hereto as Exhibit B and Exhibit C, or a Class Notice consistent with the Preliminary Approval Order, to the Class Members. The Long Form Notice (Exhibit B) shall also include the claim form (Ex. G).. The Parties will request the Court to approve the Class Notice in the Preliminary Approval Order.

(b) First Class Mail and Email. The Class Action Settlement Administrator shall cause the Class Notice to be sent to Class Members at their last known mailing address via first class mail and to their last known email address, to the extent one is available. The Class Action Settlement Administrator shall use standard skip- tracing methods to obtain forwarding addresses of Class Members if any of the mailed Class Notices are returned as undeliverable. If the Class Action Settlement Administrator obtains a forwarding address for any Class Member whose Class Notice was returned as undeliverable, the Class Action Settlement Administrator shall send the Class Notice to the forwarded address via first class mail. The Class Action Settlement Administrator shall make all reasonable efforts to ensure the Class Notice is mailed to all Class Members. It will be conclusively presumed that a Class Notice was received by a Class Member to whom the Class Notice was sent if the Class Notice has not been returned within thirty (30) calendar days of the original mailing of the Class Notice. If a Class Notice is returned as undeliverable within thirty (30) calendar days of it being sent, then Class Counsel and the Class Action Settlement Administrator shall take all commercially reasonable steps to identify a correct address for such Class Member and reissue Class Notice. They shall include any such steps within the declarations and reports provided in Sections 7.5 and 7.6 of this Agreement.

7.5 Declaration of Compliance. The Class Action Settlement Administrator shall prepare a declaration attesting to compliance with the Class Notice requirements set forth above. Such declaration shall be provided to the Class Action Settling Parties to this Agreement and Global Settlement Agreement and filed with the Court no later than fourteen (14) calendar days prior to the Final Approval Hearing.

7.6 Report on Requests for Exclusion and Objections. Not later than fifty-five (55) calendar days after the Notice Date, the Class Action Settlement Administrator shall prepare and deliver to Class Counsel, the Class Action Settling Parties, the Settling Parties, and the Global Settlement Administrator a report stating the identity, contact information and total number of Class Members who have submitted timely and valid Opt Out requests and/or Objections to the Agreement, and the names of such Class Members. Class Counsel shall be responsible for filing this report concerning Opt Outs and Objections with the Court.

VIII. CLASS COUNSEL’S APPLICATION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF COSTS

8.1 Fees and Expense and Class Representative Service Awards. Settling Defendants agree and will not object that Class Counsel is entitled to a Fee and Expense Award in the amount of $3,625,000 from the Gross Class Settlement Proceeds to compensate them for their professional time, risk, and past and future work securing the Class Settlement Payments for the benefit of the Class Members. The Class Representatives will also apply for Class Representative Service Awards totaling $7,500 per Class Representative. Should the Court approve an amount less than $3,625,000 of the Gross Class Settlement Proceeds as a Fee and Expense Award or an amount less than $7,500 per Class Representative of the Gross Class Settlement Proceeds in total for Class Representative Service Awards, the difference shall remain part of the Gross Class Settlement Proceeds for distribution to the Settlement Class Members who do not Opt Out. Within seven (7)

20 calendar days after the Class Action Administrator receives the Gross Class Settlement Proceeds, the Class Action Settlement Administrator shall pay any Fee and Expense Award to Class Counsel by sending checks to the law firms of Berding & Weil LLP, attention Daniel L. Rottinghaus and Steyer Lowenthal Boodrookas Alvarez and Smith, attention Allan Steyer, with such Fee and Expense Award being deducted from the Gross Class Settlement Proceeds. Class counsel is solely responsible for allocating any Fee and Expense Award among themselves and agree to mediate any dispute regarding allocation at JAMS in San Francisco. In no event shall the Fee and Expense Award or the Class Representative Service Award approved by the Court increase the Gross Class Settlement Proceeds. If the Court denies, in whole or part, Class Counsel’s Fee and Expense Award, including awarding less than $3,625,000 of the Gross Class Settlement Proceeds, the remainder of this Agreement shall remain in effect, including, but not limited to, the Releases. The payment of $3,625,000 to Class Counsel as a Fee and Expense Award is not a condition of this Agreement. The payment of $22,500 to Class Representatives in total as a Class Representative Service Awards is not a condition of this Agreement.

8.2 Accounting and Tax Information. Class Counsel and the Class Representatives shall provide the Class Action Settlement Administrator with all necessary accounting and tax information, including W-9 forms, within fifteen (15) calendar days after submittal of all claims by Settlement Class Members to allow the Class Action Settlement Administrator to pay any Fee and Expense Award and/or Class Representatives Service Awards after the Effective Date.

IX. OBJECTIONS AND REQUESTS FOR EXCLUSION

9.1 Objections. Any Class Member who intends to object in writing to the Agreement must do so by mailing an objection to Class Action Settlement Administrator which must be postmarked no later than forty-five (45) calendar days after the Notice Date (the “Objection Deadline”). The Class Action Settlement Administrator shall distribute any written objections to the Settling Parties and include the written objections in the report prepared by the Class Action Settlement Administrator pursuant to Section 7.6. To object in writing, the Class Member must submit a document (“Objection”) that includes:

(a) The case name and number, Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322;

(b) The name, mailing address, telephone number, and, if available, the email address of the Person objecting;

(c) The name and mailing address of the lawyer(s), if any, who is representing the Person objecting in making the Objection;

(d) A statement of Objection(s), including the grounds for those Objection(s) and whether the person objecting is a Class Member;

(e) The signature of the Person objecting, in addition to the signature of any attorney who is then representing the Person objecting in connection with the Objection; and

All written objections postmarked by the Objection Deadline will be submitted to the Court by Class Counsel as part of the report to be filed pursuant to Section 7.6 and the Court may resolve any disputes concerning the sufficiency of a written objection.

9.2 Compliance with Objection Requirements. Subject to the Court issuing the Preliminary Approval Order, no written objections to the Agreement or briefs submitted in support thereof by any Settlement Class Member shall be received or considered by the Court at the Final Approval Hearing, unless the Objection and supporting material are timely filed and served as set forth in this Agreement.

9.3 Opt Outs and Exclusion. Any Class Member may Opt Out or request to be excluded from the Agreement. A Class Member who wishes to Opt Out of the Agreement must do so no later than forty-five (45) calendar days after the Notice Date (“the Opt Out Deadline”). To Opt Out, a Class Member must mail to the Class Action Settlement Administrator a fully-executed Request for Exclusion to be attached to the Class Notice, substantially similar in form in all material respects to the form attached hereto as Exhibit E. The Request for Exclusion must be postmarked no later than the Opt Out Deadline. Further revisions to Exhibit E, if any, are subject to final approval by the Parties and the Court. The Opt Out request must contain the requestor’s name, address, the words “I wish to be excluded from the Maui Peaks Corporation et al. v. Mission Street Development LLC, et al. Class Action Settlement,” or substantially equivalent language, and signature. Opt Out Requests postmarked after the Opt Out Deadline will be considered invalid and of no effect, and the Person who untimely submits an Opt Out Request will remain a Class Member, will be deemed a Settlement Class Member, and will be bound by any Orders entered by the Court, including the Final Approval Order. Except for those Class Members who have properly and timely submitted a fully-executed Opt Out Requests, all Class Members will be bound by this Agreement and the Final Approval Order, including the Releases contained herein. Each Person requesting to Opt Out from the Agreement must personally sign her/his own individual Opt Out request. No Person may Opt Out of the Agreement for any other Person, and no Person shall be deemed Opted-Out of the Agreement through any purported “mass” or “class” Opt Outs. If a Person submits an Opt Out and an Objection or presents a submission that is otherwise unclear on its face, as determined by the Class Action Settlement Administrator, the Class Action Settlement Administrator shall make reasonable efforts to contact that Person to determine whether the submission is intended as an Opt Out or Objection to the settlement. If the Class Action Settlement Administrator is unable to obtain clarification that is, in the sole discretion of the Class Action Settlement Administrator, sufficient, the submission shall be interpreted to be an Opt Out. Any Person who timely and properly submits an Opt Out request shall not (a) be bound by any orders or the Final Approval Order nor by the Releases contained herein; (b) be entitled to any relief under the Agreement; (c) gain any rights by this Agreement; or (d) be entitled to object to any aspect of this Agreement.

9.4 No Encouragement. The Class Action Settling Parties, Settling Parties and their counsel agree that (a) each will not encourage any persons to Opt Out or file objections to this Agreement and (b) no Settling Party will permit work product of consultants retained on their behalf in the Subject Action to be shared with persons who Opt Out or object to this Agreement or any other non-Settling Party unless compelled by a court after noticed motion with notice provided to all Settling Parties and their counsel of record.

9.5 Termination Election. Each Settling Defendant shall have the right to terminate this Agreement and the Global Settlement Agreement prior to the Final Approval Hearing should the number of Opt Outs exceed the Opt Out Limit. A Settling Defendant shall be deemed to have exercised the termination rights under this section if: (a) such party gives notice to all signatories to this Agreement pursuant to the procedures in Section 14.16 of this Agreement of their intent to terminate within ten (10) calendar days of notice that Opt Out Limit has been exceeded by the Class Actions Settlement Administrator, and (b) on or before the date of the Final Approval Hearing, such Settling Defendant thereafter files a document in the lead Lehman matter explaining that the Opt Out Limit has been exceeded and that it intends to terminate either the Global Settlement Agreement or this Agreement. If any Settling Defendant exercises its termination rights under this section, the conditions for settlement will not have been achieved, the Global Settlement Agreement and any agreement it is incorporated into, including this Agreement, shall terminate. In the event of termination, the Settling Parties shall be returned to their respective positions as of the date of the Global Settlement Agreement. Notwithstanding the foregoing, and unless separately provided in writing by the Settling Parties, unless and until a Settling Defendant files its termination as set forth in Sub-Section b of this Section or in Section 4.3(b) of the Global Settlement Agreement, in the lead Lehman matter, the schedule for final approval of the Class Action settlement shall continue. If a termination is filed under this Section or Section 4.3(b) of the Global Settlement Agreement, notice shall be given to the Settlement Class Members by the Class Action Settlement Administrator in a form approved by the Court.

X. PROCEDURES FOR SETTLEMENT APPROVAL

10.1 Preliminary Approval. The Class Representatives shall move the Court for entry of the Preliminary Approval Order. The Class Representatives shall include with their motion for a Preliminary Approval Order a declaration executed by one or more members of the mediation team describing the settlement process and negotiations that led to this Agreement and the Global Settlement Agreement and the arms-length nature of those settlement negotiations.

10.2 Final Approval. No fewer than fourteen (14) calendar days prior to the date set by the Court for the Fairness Hearing, the Class Representatives shall apply to the Court for entry of a Final Approval Order, which the Parties will meet and confer on in advance of submitting the proposed Final Approval Order to the Court.

10.3 Applications for Fee and Expense Award. No later than thirty (30) calendar days after the Notice Date, the Class Representatives and/or Class Counsel shall file their Application(s) for Class Counsel’s Fee and Expense Award in accordance with Section VIII above and the terms of the Agreement. Notwithstanding the foregoing, Class Counsel may file updated declarations prior to the Fairness Hearing that reflect additional work completed and which they wish the Court to consider solely for purposes of supporting the Fee and Expense Award and/or distribution of the Class Settlement Payments among the Settlement Class Members, but neither Class Counsel nor Plaintiffs shall challenge or object to this Agreement or the settlement contemplated thereby.

10.4 Fairness Hearing. At the Fairness Hearing, Class Counsel will request the Court to enter the Final Approval Order, which: (a) grants final approval of the certification of the Settlement Class; (b) designates the Class Representatives; (c) designates Class Counsel conditionally approved in the Preliminary Approval Order; (d) grants final approval to the Agreement and

23 establishes this Agreement as fair, reasonable, and adequate; (e) provides for the Releases of all Released Matters and enjoins Settlement Class Members from asserting, filing, maintaining, or prosecuting any of the Released Matters; (f) orders the entry of judgment resolving all Claims, causes of action, and counts alleged in the Class Action, and incorporates the Releases stated in this Agreement, with each of the Parties to bear her/his/its own costs and Attorneys’ Fees and Expenses, except as provided in Section VIII; (g) authorizes the payment by Defendants of the Fee and Expense Award in accordance with Section VIII and the terms of the Agreement; and (h) preserves the Court’s continuing jurisdiction over the administration and enforcement of the Agreement.

10.5 Effect of Non-Approval or Termination Election. In the event that this Agreement is not approved by the Court, any Objection to the Agreement is sustained by the Court (except an Objection sustained as to an award of Attorneys’ Fees and Expense), any Settling Defendant exercises its termination rights under Section 9.5 of this Agreement or Section 4.3 of the Global Settlement Agreement, or the Agreement does not become final for any other reason, including, without limitation, the failure of any condition, then the terms and provisions of this Agreement as well as the Global Settlement Agreement, and any agreement the Global Settlement Agreement is incorporated into, shall have no further force and effect with respect to the Class Action Settling Parties, including the Settlement Class Members, and shall not be used in this Class Action or in any other action or proceeding for any purpose, and any order or judgment entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc. In such event, this Agreement and all negotiations, proceedings, documents prepared and statements made in connection with this Agreement shall be without prejudice to any Settling Party or Settlement Class Member and shall not be admissible or offered into evidence in any action or proceeding, and shall not be deemed, asserted or construed to be an admission or confession by any Settling Party or any other Person or entity of any fact, matter or proposition of law, and shall not be used or asserted in any other manner or for any purpose, and all Settling Parties and Settlement Class Members shall stand in the same position as if this Agreement had not been negotiated, made or submitted to the Court with Class Counsel and Class representatives to pay the fees and expenses of the Class Action Settlement Administrator. The Settling Parties further acknowledge that the drafting and negotiations of this Agreement, the Global Settlement Agreement and the Proceeds Agreement was done through the mediation such that mediation protections and Section 11.2 of the Global Settlement Agreement apply to those drafts and negotiations.

XI. RELEASES

11.1 Release. Subject to the reservations that are referred to in Sections 2.44, 11.4, 11.5, 11.6, 11.7 and 11.17 all Settling Parties to the extent legally permissible, on behalf of themselves and each of their Related Persons and Entities, and on behalf of any person or entity who may claim by or through them, fully and finally mutually release, acquit, relinquish, waive, and forever discharge all known and unknown Released Matters between or among them and all other Released Parties, whether or not asserted in the Subject Action. For the avoidance of doubt, all Settlement Class Members shall be bound to this Release regardless of whether they submit a claim as provided for in Section 6.7.

11.2 Release Binding on Affiliates and Successors. For clarification purposes, and while recognizing the releases set out in this Agreement and the Global Settlement Agreement release

24 additional parties, the Settling Parties repeat here their intent that releases set forth in Section 11.1 shall be construed to release, acquit, relinquish, waive, and forever discharge all Released Matters of any entity that is a parent, subsidiary, or affiliate of a Settling Party to the extent legally permissible or any Related Person and Entities of a Settling Party and any subsequent purchaser, successor or assignee of any interest in the Subject Property from any Released Party, including but not limited to any Settling Party or any Related Person and Entities , including, but not limited to, mortgagees and other lienholders. The releases in this Agreement and the Global Settlement Agreement are intended to extend to all persons with any past, present or future interest in the Subject Property. The Settling Parties who are owners of Adjacent Properties agree to disclose the resolution of the Subject Action and the releases herein to any future buyer of an Adjacent Property.

11.3 Section 1542 Waiver. Except as provided otherwise in this Agreement, the Settling Parties intend the releases set forth in this Agreement to be binding, notwithstanding the discovery of facts not presently known by the Settling Parties or Released Matters of which the Settling Parties are not presently aware. The Settling Parties understand and have been advised by counsel concerning the meaning of Section 1542 of the California Civil Code, which provides as follows:

The Settlement Class Members and other Settling Parties expressly understand and acknowledge that it is possible that unknown losses or Released Matters exist or that present losses may have been underestimated in amount or severity, and the Settling Parties explicitly took that into account in determining the amount of consideration for this Agreement, and a portion of said consideration has been bargained for between the Settling Parties to this Agreement with the knowledge of the possibility of such unknown Released Matters, and was given in exchange for a full accord, satisfaction, and discharge of all such Released Matters, which Released Matters, for sake of clarity exclude those reserved claims as set forth herein in Sections 2.44, 11.4, 11.5, 11.6, 11.7 and 11.17, or in separate side agreements. The Settling Parties waive, release, and relinquish any and all rights and benefits they may have under the above provisions of Section 1542 as it may apply to the Released Matters to the fullest extent the Settling Parties may lawfully waive these rights or benefits.

11.4 Assignment of Unit Owner Claims for Property Damage. Settlement Class Members who are Unit Holders hereby assign to the MTA any Claims for Catastrophic Damage to real property against the Upgrade Contractor or the Upgrade Design Professional that occur during and result from Ongoing Operations (the “Assigned Claims”). The MTA alone shall have the right and duty to prosecute any such valid diminution in value claims on behalf of the impacted Unit Holders. Except as set forth in Section 11.6 below, all other Upgrade Related Claims belonging to Settlement Class Members or Unit Holders and all other Claims by Settlement Class Members or Unit Holders arising from Non-Upgrade Repairs are included in the Released Matters.

11.5 Preserved MTA Claims Regarding Upgrade. The Claims released herein do not include the Assigned Claims, as well as Claims belonging to the MTA against: (a) the Upgrade Contractor, (b) the Upgrade Design Professional; and (c) any other claims which MTA would have under California law or equity against any other non-Settling Party providing labor materials or services related to implementation of the Upgrade, Upgrade Construction Activities, Upgrade Plan or Ongoing Operations.

11.6 Preserved Unit Owner Claims Regarding Upgrade. The Claims released herein do not include Claims for personal injury by Unit Holders against the Upgrade Contractor or Upgrade Design Professional related to Upgrade Construction.

11.7 Preserved Adjacent Property Owner Claims Regarding Upgrade. The Claims Released herein do not include any of the following belonging to any Adjacent Property Owners: (a) any Upgrade-Related Claims against the Upgrade Contractor or Upgrade Design Professional; (b) any Ongoing Operations Claims against the Upgrade Contractor or Upgrade Design Professional; (c) any Non-Upgrade Repairs Claims against the MTA and those the MTA elects to perform those repairs should it choose to do so; (d) Claims against the MTA for future damages; (e) Claims against any owners of any units in the Subject Property, residential or commercial, for future damages that arise from conduct in their units after the Execution Date; and (f) Upgrade Related Claims against MSD arising out of any acts or omissions with respect to the services it provides regarding the Upgrade, and that cause harm to an Adjacent Property. With respect to the Upgrade Related Claims reserved in Section 11.7(f), should such a claim be brought, the prevailing party shall be entitled to its reasonable attorney fees and costs.

11.8 Exception as to Governmental Functions. This Agreement shall have no impact on CCSF’s ability to perform its governmental functions. CCSF shall continue to perform its governmental functions arising out of the San Francisco Charter, San Francisco’s Municipal Codes and Ordinances, and any other applicable law. This includes, but is not limited to, levying and collecting taxes or fees owed to the CCSF and requiring compliance with applicable building code requirements. The Settling Parties acknowledge that the CCSF retains all rights to perform its governmental functions. This Agreement does not impact the rights of any Settling Party to challenge, when appropriate under applicable law, an action of the CCSF done in performing its governmental functions.

11.9 Release and Waiver of Subrogation. Except as set forth in Sections 2.44(8) and (9), The Released Matters shall include any and all subrogated Subject Action Claims and any and all rights of subrogation in Released Matters.

11.10 Memorandum of Settlement. Concurrent with the execution and delivery of this Agreement and the Global Settlement Agreement, the MTA shall execute and deliver to the Settling Parties a Memorandum of Settlement suitable for recordation in the form attached as Exhibit 6 to the Global Settlement Agreement, and incorporated herein by this reference. The Memorandum of Settlement shall be held in trust and not be filed by counsel for the MTA until the Effective Date. After the Effective Date, the MTA shall cause the Memorandum of Settlement to be recorded with the Office of Assessor/Recorder for CCSF within 5 business days. It is further understood and agreed that the unrecorded Memorandum of Settlement (prior to the Effective Date) and the recorded Memorandum of Settlement (after the Effective Date) shall be included in

26 the package of documents that the MTA provides to all prospective purchasers and owners of residential units in the Subject Property, which package also includes the Covenants, Conditions & Restrictions (CC&R’s) for the Millennium Tower Development. It is further covenanted by the Settling Plaintiffs that the terms of Sections 11.11 and 11.12 shall apply before and after the Effective Date.

11.11 No Assignment or Transfer. Each Class Action Settling Party represents and warrants that no other person or entity has any interest in their Released Matters, and that it has not assigned or transferred, by subrogation or otherwise, and will not assign or transfer to any person or entity whatsoever, any interest in the Released Matters. For avoidance of doubt, it is understood and agreed that the mere sale of a Unit without transfer of a Claim or Claims which are the subject of the Released Matters shall not be a breach of this provision or warranty.

11.12 Indemnity Related to Non-Party Claims. Except as provided in Section 2.44(8) or (9), if any Class Action Settling Party breaches the promises and warranties made in Section 11.11 and that breach gives rise to a claim against any Released Party, the breaching party shall be obligated to defend and hold harmless the Released Party from that claim. It is understood by each Class Action Settling Party that any indemnity, if any, provided by that Class Action Settling Party pursuant to this Section 11.12 may accrue as of the execution of this Agreement or the Global Settlement Agreement but shall not become enforceable until the Effective Date.

11.13 Covenant Not To Sue. Except as otherwise permitted by this Agreement or the Global Settlement Agreement, each Class Action Settling Party covenants and agrees never to commence, institute, maintain, prosecute, continue or aid another in commencing, instituting, maintaining, or prosecuting any action, including without limitation, lawsuit, action, arbitration, right, or administrative proceeding against any Released Party based in whole, or in part, on the Released Matters, amounts previously paid or received under this Agreement or the Global Settlement Agreement, amounts paid or received to settle other claims regarding the Subject Property, defense costs related to the Released Matters, and costs arising from the duty to defend or indemnify against Released Matters. This covenant not to sue includes Subject Action Claims for subrogation. This covenant not to sue shall be deemed breached and a cause of action shall be deemed to have accrued thereon immediately upon the commencement, prosecution or continuation of any such action or proceeding, except as permitted herein, and in such event, this Agreement and the Global Settlement Agreement may be pleaded as a full and complete defense thereto, as the basis for abatement or injunction against said action or other proceeding, and as the basis of a cross-complaint or other action for damages, including prevailing party attorneys’ fees and costs, to the extent recoverable for breach of the Global Settlement Agreement or this Agreement, pursuant to the terms of Section 14.19 below or Section 11.19 of the Global Settlement Agreement.

11.14 Attorneys’ Fees and Expenses. Each Class Action Settling Party to this Agreement and the Global Settlement Agreement waives its rights, except as otherwise provided herein, against the others to collect Attorneys’ Fees and Expenses. Notwithstanding the foregoing, it is expressly understood and agreed that pursuant to Code of Civil Procedure Section 1036, all claims of inverse condemnation that have been resolved pursuant to this Agreement or the Global Settlement Agreement, were settled in an amount that includes a negotiated payment of all of the Plaintiffs’ attorneys fees, expert fees, costs and expenses.

11.15 Broad Interpretation of Release Terms. The Class Action Settling Parties agree that the defined terms for “Claims,” “Released Matters,” “Subject Action Claim,” and “Upgrade-Related Claim” should be given the broadest possible meaning in any interpretation of this Agreement or the Global Settlement Agreement, consistent with the Class Action Settling Parties’ intent to achieve a complete and final resolution as to the Released Matters.

11.16 No Other Parties. Except as otherwise provided in this Agreement or the Global Settlement Agreement, each Settling Party hereby represents and warrants to each other Settling Party that it has not reserved any Claims arising out of or related to any Released Matters against any non-Settling Party. With the exception of claims preserved by Sections 2.44, 11.4, 11.5, 11.6, 11.7, and 11.17 , it is understood and agreed that any action regarding any Released Matter brought by any Settling Party against any non-Settling Party would give the non-Settling Party potential rights to make Claims against other Settling Parties. Any Settling Party who brings suit against a non-Settling Party asserting any Claims arising out of or related to any Released Matters will be deemed to have breached this Agreement and the Global Settlement Agreement immediately upon the commencement or prosecution of any such action or proceeding. Such Settling Party, hereby agrees to defend, hold harmless and indemnify any and all other Settling Parties who are sued by any such non-Settling Party, from and against all losses, costs, expenses, attorneys’ fees, obligations or liabilities arising out of or relating to the non-Settling Party’s Claims. This representation and warranty, and the indemnity set forth herein, survives the releases given above.

11.17 Indemnity Reservation. In the event that there are any Claims by past or present owners of units in the Subject Property who are not Settling Parties (that were they a Settling Party would have been a Subject Action Claim) and such Claims are not resolved or released through this Global Settlement Agreement or the Class Action Settlement Agreement, future indemnity claims as to such claims are not released by the Settling Parties as to themselves and their Related Persons and Entities. TJPA and MSD agree that as between themselves the scope of the TJPA Easement Agreement as to such Claims, including the duty to defend, remains disputed. This Section shall not apply to the claims reserved in Sections 11.4 and 11.6. This Section creates no indemnity rights against Plaintiff Unit Owners. This Section is not intended: (a) to and shall not revive any Released Matter, (b) to revive or to suggest any claim has merit, or (c) to waive any defense to such claims

XII. UPGRADE AND REPAIRS TO THE SUBJECT PROPERTY

12.1 Except to the extent provided for in written agreements, if any, between MSD and MTA, except as provided in Section 11 above, or except as a result of other Settling Defendants contracting to assume new responsibilities with respect to the Upgrade that they do not have as of the Effective Date, Settling Defendants shall have no responsibility or liability for the Upgrade or other repairs to be performed at the Subject Property and shall not be required to make any additional monetary contributions to the Upgrade, the Non-Upgrade Repairs or any other repairs, or any decisions made by the MTA regarding the Upgrade, the Upgrade Plan, or Non-Upgrade Repairs. Therefore, notwithstanding any other terms in this Agreement or the Global Settlement Agreement, all Settling Parties acknowledge and agree that all Settling Defendants are released from liability as to any Upgrade Related Claims or any Claims which arise out of Upgrade Related Claims, except as provided in Section 11 above. MTA and the Settlement Class Members who are Unit Holders (1) waive all Claims against Settling Parties for any claimed defects or damages

28 to the Subject Property caused by design, construction, component parts or performance of the Subject Property or one or more of the Adjacent Properties, and (2) agree to the payment to be made from the Global Settlement Administrator to MTA as full and final payment for the Upgrade, all Non-Upgrade Repairs and all other repairs to the Subject Property, among other matters. No Settling Party shall be responsible for any other payments to address any claimed defects or damages to the Subject Property whether or not repaired by MTA or a Unit Holder.

12.2 This Global Settlement Agreement and the Class Action Settlement Agreement are in no way contingent on the effectiveness of the Upgrade in remedying, halting, or correcting any movement or tilt of the Subject Property, and this Global Settlement Agreement and the Class Action Settlement Agreement are enforceable and binding notwithstanding any results or outcome of the Upgrade, the Upgrade Plan, and the Non-Upgrade Repairs or any decisions made by the MTA regarding the Upgrade, or the Upgrade Plan. MTA and Settlement Class Members who are Unit Holders, on behalf of themselves and their Related Persons and Entities, covenant and agree not to sue any other Settling Parties for any Upgrade Related Claims and Non-Upgrade Repairs, including any Claims arising from the design, construction or performance of the Upgrade or Non- Upgrade Repairs or any future movement or tilt of the Subject Property or any Claims which arise from any Upgrade Related Claims. The sole remedies MTA and Settlement Class Members who are Unit Holders have with respect to any Claims arising from the design, implementation, construction or performance of the Upgrade, Non-Upgrade Repairs, or any future movement or tilt of the Subject Property are against, the Upgrade Contractor or Upgrade Design Professional, as set forth in Section 11 above. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade Contractor shall not be responsible for any claims and damages arising out of the original design and construction of the Subject Property, including but not limited to its structural and foundation design, construction, components and materials, including claims against manufacturers and suppliers, and that the MTA will not assert such claims against the Upgrade Contractor. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade contracting parties shall have no right to seek indemnity from the Adjacent Property Owners based on Claims that the MTA is releasing as against the Adjacent Property Owners in this Global Settlement Agreement. Notwithstanding anything to the contrary in the Global Settlement Agreement, should the Adjacent Property Owners assert Upgrade-Related Claims against the MTA and/or the Upgrade Contractor, the Upgrade Contractor retains all rights and defenses against the Adjacent Property Owners for indemnity and contribution, and the Adjacent Property Owners retain all corresponding rights and defenses against the Upgrade Contractor and other Adjacent Property Owners.

12.3 Each Class Action Settling Party acknowledges with regard to the Upgrade, the Upgrade Plan and the Upgrade Construction Activities, and those matters only, that Shimmick, the MTA, and MSD each are separate and distinct corporate entities, and are not alter egos, joint venturers, or partners of any Settling Party.

XIII. REPRESENTATIONS AND WARRANTIES

13.1 The Class Representatives represent and warrant that they are entering into the Agreement on behalf of themselves individually and as proposed representatives of the Class Members, of their own free will and without the receipt of any consideration other than what is provided in the

Agreement or disclosed to, and authorized by, the Court. The Class Representatives represent and warrant that they have reviewed the terms of the Agreement as well as the Global Settlement Agreement in consultation with Class Counsel and by signing below believes them to be fair and reasonable and that the class should be bound to the terms of this Class Action Settlement Agreement and the incorporated Global Settlement Agreement, including being bound to the representations, warranties, and terms therein.

XIV. MISCELLANEOUS PROVISIONS

14.1 Cooperation. The Class Action Settling Parties shall reasonably cooperate with each other to effectuate the purposes of this Agreement and the Global Settlement Agreement. Each Settling Party will take all steps, do all things, and sign, execute and deliver all documents reasonably necessary to give effect to this Agreement and the Global Settlement Agreement or to carry out and achieve the terms and conditions, goals, and the purposes of this Agreement and the Global Settlement Agreement. The Parties agree that they will not engage in any conduct that will or may frustrate the purpose of this Agreement or the Global Settlement Agreement.

14.2 Covenants and Representations. All Settlement Class Members who do not opt out shall be deemed to have reviewed, agreed and where applicable made the covenants, representations and warranties included in this Class Action Settlement Agreement and the Global Settlement Agreement attached to and incorporated herein.

14.3 Denial of Liability. This Agreement is the compromise of disputed Claims and nothing contained herein is to be construed as an admission of liability, obligation, or fault on the part of the Class Action Settling Parties, each of whom expressly deny any liability, obligation, or fault; nor shall it be construed as an admission of the absence of any liability, obligation, or fault on the part of the Class Action Settling Parties. This Agreement and the Global Settlement Agreement are intended merely to avoid further litigation.

14.4 Compliance with Protective Orders. After dismissal of the Subject Action (except the Class Action) and entry of a final judgment in the Class Action pursuant to California Rule of Court 3.769(h), the Class Action Settling Parties covenant and agree to not use documents produced through discovery or the mediation process by another Settling Party for any purpose that is inconsistent with the Stipulated Protective Order entered in the Subject Action on or about July 3, 2017 or any other court orders governing the use of such documents produced in the Subject Action.

14.5 Headings. Section titles, headings, and captions herein are inserted as a matter of convenience and in no way define, limit, extend, or describe the scope of this this Agreement or any provisions contained herein.

14.6 Severability. Except for those terms concerning the modification provision in Section 14.11, Releases, Class Settlement Proceeds, and Memorandum of Settlement, if any section, sentence, clause, or phrase in this Agreement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the remaining paragraphs, sections, sentences, clauses, or phrases herein shall not be affected thereby and the balance of the Agreement shall remain fully enforceable consistent

30 with the intent of the Class Action Settling Parties as expressed herein. If any section, sentence, clause, or phrase in this Agreement affecting the scope of the modification provision, Releases, the Proceeds Agreement or the Memorandum of Settlement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the Global Settlement Agreement and any agreement it is incorporated into, including this Agreement, shall be null and void, and the Settling Parties shall be returned to their respective positions as of June 27, 2019.

14.7 Independent Advice of Counsel. The Class Action Settling Parties represent and declare that in executing this Agreement, they rely solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel.

14.8 Voluntary Agreement. The Class Action Settling Parties represent and declare that they have carefully read this Agreement and know the contents thereof, and that they have signed the same freely and voluntarily.

14.9 Authorization. Each person executing this Agreement represents and warrants that he or she has full and complete authority to bind and commit to this Agreement and to its provisions and actions contemplated herein by the respective Class Action Settling Party on whose behalf the Agreement is signed.

14.10 Counterparts. The Class Action Settling Parties agree this Agreement may be executed in counterparts, facsimile, or e-mail. Pdf image signatures have the same force and effect as original signatures. A copy of the signed original of the Agreement may be used for all purposes for which a signed original can be used.

14.11 Modification. This Agreement may not be amended modified, or otherwise changed except by a written instrument duly signed by authorized representatives of all Class Action Settling Parties. Any modification to the Agreement requires court approval.

14.12 Enforcement. Nothing in this Agreement shall be construed to prevent a Settling Party from bringing forward an action for enforcement of this Agreement.

14.13 Governing Law; Venue; Retention of Jurisdiction. This Agreement, and any disputes arising under this Agreement, shall be governed, construed, and enforced in accordance with the laws of the State of California without giving effect to the provisions, policies, or principles relating to choice of law or conflict of laws. The Class Action Settling Parties further acknowledge, agree, and stipulate that the San Francisco Superior Court shall retain jurisdiction to enforce the terms of this Agreement. The Class Action Settling Parties waive any rights to remove any such dispute to federal court or to have such disputes arbitrated.

14.14 Waiver. The waiver by one Class Action Settling Party of any provision or breach of the Agreement shall not be deemed a waiver by any other Class Action Settling Party of any other provision or breach of the Agreement. Further, the waiver by one Class Action Settling Party of any provision or breach of the Agreement shall not be deemed a waiver of any other provision or breach of the Agreement.

14.15 Signatures of Class Members Unnecessary to be Binding. The Parties agree that, because the members of the Settlement Class are numerous, it is impractical, if not impossible, to have each Settlement Class Member execute this Agreement. The Notice discussed above advises all Settlement Class Members of the binding nature of the Release provided herein, and therefore the Release provided herein shall have the same force and effect as if this Agreement were executed by each individual Settlement Class Member.

14.16 Notices. Where notice is required to be given by a Class Action Setting Party under the terms of this Agreement, notice shall be served on all parties to this Agreement, the Global Settlement Agreement and the Mediators by email to the email addresses contained on the Proof of Service provided outside of any mediation protection by Scott Schreiber on the Execution Date, and to the Mediators to [email protected].

14.17 Plaintiffs’ Waiver of Right to Challenge, Object or Seek Exclusion. By signing this Agreement, Plaintiffs agree to be bound by the terms herein and further agree not to submit a Challenge or Objections, or otherwise request to be excluded from the Settlement Class. Any such Challenge, Objection or other request for exclusion from the Settlement Class submitted by Plaintiffs shall therefore be void and of no force or effect, and Plaintiffs are conclusively deemed to be Settlement Class Members, subject to the remaining terms of this Agreement.

14.18 Taxes. The Class Action Settling Parties and Class Counsel make no representation with respect to the taxability of any of the Gross Class Settlement Proceeds received as a result of this Agreement and acknowledge it is the sole responsibility of the Settlement Class Members to investigate the taxability of such proceeds.

14.19 Breach of Class Action Settlement Agreement. The prevailing party shall be entitled to recover its reasonable attorneys’ fees incurred in any future action needed to enforce the terms of this Agreement against a party found to be in breach of this Agreement.

14.20 Exhibits. All Exhibits to this Agreement are material and integral parts hereof and are incorporated by reference as if fully rewritten herein.

IN WITNESS WHEREOF, the Parties hereby enter this Agreement as indicated by their signatures below.

EXHIBIT 8

AMENDED IN COMMITTEE FILE NO. 191253 2/3/2020 ORDINANCE NO.

1 [Street Vacation - Millennium Tower 301 Mission Perimeter Pile Upgrade Project]

3 Ordinance ordering the vacation of the sidewalk portion of streets on the south side of

4 Mission Street at the intersection of Mission and Fremont Streets and on the east side

5 of Fremont Street at the same intersection to allow a structural upgrade of the 301

6 Mission Street high-rise building known as Millennium Tower, subject to certain

7 conditions; rededicating the area subject to the street vacation to public use for street

8 and right-of-way purposes after the City's issuance of an easement for the

9 abovementioned structural upgrade; adopting environmental findings under the

10 California Environmental Quality Act; adopting findings that the vacation and

11 rededication of the street-area are consistent with the General Plan, and the eight

12 priority policies of Planning Code, Section 101.1; and authorizing actions in

13 furtherance of this Ordinance.

14 NOTE: Unchanged Code text and uncodified text are in plain Arial font. Additions to Codes are in single-underline italics Times New Roman font. 15 Deletions to Codes are in strikethr-eHgh italies Times New Romenfcmt. Board amendment additions are in double-underlined Arial font. 16 Board amendment deletions are in strikethrough Arial font. Asterisks (* * * *) indicate the omission of unchanged Code 17 subsections or parts of tables. 18

19 Be it ordained by the People of the City and County of San Francisco:

21 Section 1. Environmental and General Plan Findings.

22 (a) On November 20, 2019, the Planning Department published a Preliminary

23 Mitigated Negative Declaration ("PMND") for the 301 Mission Street, Millennium Tower

24 Perimeter Pile Upgrade Project (the "Project"). The PMND found that although the Project

25 could have potentially significant impacts on the environment, such impacts will be reduced to

Mayor Breed BOARD OF SUPERVISORS Page 1 1• •1-IU..IIIIU-.u!llllll.LIIL!U!IJ...Ll!!.!JI..I.JJJ. 11 IIIIILUIIIJIJJ 11111111 1111 11 lJ I u~:__j

1 a less than significant level because Millennium Tower Association (the "Project Sponsor'') will

2 implement all mitigation measures identified in the PMND. The Planning Department

3 prepared and publicized the PMND in compliance with the provisions of the California

4 Environmental Quality Act (California Public Resources Code Sections 21000 et seq.,

5 "CEQA"), the State CEQA Guidelines (California Code of Regulations Title 14 Sections 15000

6 et seq.), and Chapter 31 of the San Francisco Administrative Code ("Chapter 31").

7 (b) On December 27, 2019, following the required notice and appeal period, the 8 Planning Department published a Final Mitigated Negative Declaration ("FMND"), a copy of

9 which is on file with the Clerk of the Board of Supervisors in File No. 191253 and incorporated

1O herein by reference.

11 (c) In a letter dated December 27, 2019 (the "General Plan Referral Letter"), the

12 Planning Department determined that the street vacation and rededication of the area subject

13 to the street vacation as public use for street and right-of-way purposes are, on balance,

14 consistent with the General Plan and with the eight priority policies of Planning Code Section

15 101.1. A copy of said letter is on file with the Clerk of the Board of Supervisors in File No.

16 191253 and is incorporated herein by reference. The Board of Supervisors adopts as its own

17 the consistency findings of the General Plan Referral Letter for purposes of this ordinance.

18 (d) As part of its determination on the General Plan, the Planning Department

19 reviewed and considered the FMND. As part of the General Plan Referral Letter, the Planning

20 Department adopted CEQA Findings and the proposed mitigation monitoring and reporting

21 program (collectively, "CEQA Findings") as required by State and local law. The Board of

22 Supervisors hereby adopts and incorporates by reference the CEQA Findings. In so doing,

23 the Board of Supervisors approves and endorses the mitigation monitoring and reporting

24 program for implementation by other City departments. A copy of the CEQA Findings and the

Mayor Breed BOARD OF SUPERVISORS Page 2 111111~atlll!!l)LUllJJllllllll!lllllllllllllll!llll[lljlllllljll ,_ 1}1!1..

1 mitigation monitoring and reporting program is on file with the Clerk of the Board of

2 Supervisors in File No. 191253 and is incorporated herein by reference.

3 (e) The Board of Supervisors finds that the actions taken in this ordinance are within

4 the scope of the Project analyzed in the FMND and subject to the CEQA Findings. The Board

5 of Supervisors further finds that (1) no substantial changes are proposed in the Project and no

6 substantial changes have occurred with respect to the circumstances under which this Project

7 will be undertaken that would cause new significant environmental effects or a substantial

8 increase in the severity of previously identified effects and (2) there is no new information of

9 substantial importance showing that the Project would have any significant effects not

1O discussed in the FMND, that significant effects would be substantially more severe, or that

11 new or different mitigation measures or alternatives would substantially reduce one or more

12 significant effects of the Project.

13 14 Section 2. Background and General Findings.

15 (a) The Project is associated with the 50,500-square-foot (1.16-acre) parcel

16 (Assessor's Parcel Block No. 3719, Lots 020-440) at 301 Mission Street located on the south

17 side of Mission Street between Fremont and Beale streets within San Francisco's Financial

18 District (the "Property"). The existing high-rise on the 301 Mission Street parcel is called the

19 Millennium Tower. The Tower building covers a footprint of approximately 32,960 square feet

20 and its foundation system consists of a 10-foot-thick reinforced concrete mat foundation.

21 (b) In accordance with information provided by the Project Sponsor, since completion

22 of construction of the Tower in 2009, the area around the Tower and Property has

23 experienced differential settlement due to consolidation and compression of the soil layer

24 beneath the Colma Sand, which is known as Old Bay Clay, and tilting to the northwest near

25 the corner of Mission and Fremont Streets.

Mayor Breed BOARD OF SUPERVISORS Page 3 __.. __ ""''~-·-· ~- -"

1 (c) The Project consists of a structural upgrade of the Tower building foundation that

2 includes installation of a horizontal extension of the existing mat foundation for the Tower

3 building within an approximately 8-foot-wide zone beneath the public right-of-way sidewalk

4 area and immediately adjacent to the Tower along Fremont and Mission Streets, supported by

5 52 new piles extending to bedrock. The 52 new piles are referred to as "perimeter piles" and

6 the extended mat foundation is referred to as the "collar foundation." In addition to preventing

7 further settlement in the northwest corner of the Tower's existing foundation, the Project

8 Sponsor has stated that this effort may allow for gradual tilt correction of the Tower building

9 over time. 1O (d) The Project Sponsor will stage construction activities adjacent to the Property

11 along Fremont, Mission, and Beale Streets, requiring the closure of one travel lane and

12 sidewalks along Fremont and Mission Streets and restricting pedestrian access on the

13 sidewalk along Beale Street during portions of construction. There would be limited or no

14 pedestrian access along the Fremont and Mission Streets sides of the Tower during the

15 entirety of construction, because the structural upgrade construction would occur in the

16 sidewalk area; however, after completion of the structural upgrade, the Project Sponsor would

17 restore the site and sidewalk area to pre-construction conditions.

18 (e) The permanently installed perimeter piles and collar foundation would occupy a

19 portion of current public right-of-way on Mission and Fremont Streets that is subject to the

20 public trust doctrine, which designation would be removed by a State Trust exchange

21 agreement approved by the California State Lands Commission, the San Francisco Port 22 Commission, and this Board of Supervisors ("Public Trust Exchange"). The Public Trust

23 Exchange is addressed in a companion ordinance that is on file with the Clerk of the Board of

24 Supervisors in File No. 191286. The vacation of the Vacation Area authorized by this

25 ordinance is conditioned upon the Public Trust Exchange being final and effective.

Mayor Breed BOARD OF SUPERVISORS Page 4 1 (f) The street vacation proceeding associated with the Project is for the sidewalk 2 portions of Mission Street and Fremont Street near the Mission and Fremont Streets

3 intersection (collectively, the "Vacation Area") and identified more particularly on the Public

4 Works ("PW") SUR Map No. 2019-006, dated January 8, 2020 (the "SUR Map"). A copy of

5 the SUR Map is on file with the Clerk of the Board of Supervisors in File No. 191253 and

6 incorporated herein by reference. The Assessor's Office has assigned Assessor's Parcel

7 Block No. 3719, Lot 519, to the Mission Street portion and Assessor's Parcel Block No. 3719,

8 Lot 520, to the Fremont Street portion of the Vacation Area.

9 (g) The street vacation would allow a portion of the Vacation Area to be permanently

10 occupied by the Project in accordance with the terms of an easement that the City and County

11 of San Francisco proposes ~rant to the Project Sponsor (the "301 Mission Street

12 Easement" or "Easement").

13 (h) The Board of Supervisors will consider the grant of the 301 Mission Street

14 Easement in ~yet to be introduced companion legislationresolution on file 1Nith the Clerk of

15 the Board of Supervisors in File No.

16 (i) The City is prohibited from granting a non-revocable permit or easement over the

17 public right-of-way unless the subject area is vacated in accordance with the California Streets

18 and Highways Code Sections 8300 et seq. and Public Works Code Section 787.

19 Consequently, in order to accommodate the Project and grant the 301 Mission Street

20 Easement, the City will need to temporarily vacate the Vacation Area prior to granting such

21 Easement. Once the street vacation occurs and the Board of Supervisors approves the 22 Easement legislation and said Easement is granted and recorded, the City intends to restore

23 the street status on the Vacation Area so it will continue in its current form as a dedicated 24 public right-of-way. Therefore, when the 301 Mission Street Easement is effective and

25 recorded, the Vacation Area will be rededicated to public use for street and right-of-way

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1 purposes subject to the Easement.

2 G) The Board of Supervisors also will consider the settlement of litigation related to 301

3 Mission Street that comprised of all complaints and associated cross-claims and cross-

4 complaints coordinated and/or consolidated under the case entitled, Laura S. Lehman v.

5 Transbay Joint Powers Authority, et al., Case Number CGC-16-553758 in the Superior Court

6 of San Francisco in a companion ordinance (the "Settlement Ordinance"). But for this

7 settlement, the Board of Supervisors would not undertake this street vacation or the

8 companion resolution for the 301 Mission Street Easement. Consequently, the street vacation

9 ordinance will not be operative unless and until the Board of Supervisors approves the yet to

1O be introduced Settlement Ordinance and said Ordinance is final and effective. The Settlement 11 on file with the Clerk of the Board of Supervisors in File No. ______

12 (k) The Public Works ("PW") Director has prepared PW Order No. 202465, dated ,

13 dated January 8, 2020, in regard to the vacation and other actions contemplated herein and

14 has made the following determinations: (1) the Vacation Area shown in SUR Map 2019-006

15 will no longer be necessary for the City's present or prospective future public street, sidewalk,

16 and public service easement purposes on a temporary basis until the City approves the grant

17 of the 301 Mission Street Easement to the Project Sponsor for the Project and said easement

18 is recorded; (2) concurrent with recordation of the 301 Mission Street Easement, the Vacation

19 Area should be rededicated to public use for street and right-of-way purposes subject to the

20 Easement in order to restore the existing street use status to the Vacation Area; (3) in

21 accordance with California Streets and Highways Code Section 892, the Vacation Area will

22 not be useful as a nonmotorized transportation facility, as defined in Streets and Highways

23 Code Section 887, because the entire Vacation Area is below grade; (4) the public interest,

24 convenience, and necessity require that the street vacation occur as contemplated to protect

25 the public safety and allow for the Project to be implemented; and (5) it is a policy matter for

Mayor Breed BOARD OF SUPERVISORS Page6 1111-•I--J.lllll.lllWWlJIJIJJ..L.!Jl.J..J..._l,~ __ .JlJ_~---

1 the Board of Supervisors to grant the 301 Mission Street Easement over the City's interest in

2 the Vacation Area to the Project Sponsor. A copy of the PW Order is on file with the Clerk of

3 the Board of Supervisors in File No. 191253 and is incorporated herein by reference.

4 (I) In addition, the PW Director, in PW Order No. 202465, recommended: (1) that the

5 Board of Supervisors adopt the legislation to vacate the Vacation Area; (2) that the Board of

6 Supervisors authorize the Mayor, Clerk of the Board of Supervisors, Director of Property,

7 County Surveyor, and PW Director to take any and all actions which they or the City Attorney

8 may deem necessary or advisable in order to effectuate the purpose and intent of this

9 ordinance; and (3) that the operative date of the street vacation be conditioned upon the

1O following: (i) the Public Trust Exchange being final and effective and (ii) the Settlement

11 Ordinance being final and effective.

12 (m) On March 3, 2020, the Board of Supervisors adopted Resolution No. 034-20 (the

13 "Resolution of Intent"), which declared the intention of the Board to conditionally vacate the

14 Vacation Area. A copy of this resolution is on file with the Clerk of the Board of Supervisors in

15 File No. 191252 and incorporated herein by reference.

16 (n) The Clerk of the Board of Supervisors published the Resolution of Intent in the

17 manner required by law and transmitted to the PW Director a certified copy of the Resolution

18 of Intent, and the PW Director posted the Resolution of Intent in the manner required by law.

19 (o) The vacation actions contemplated by this ordinance are conducted under the

20 general vacation procedures of the Public Streets, Highways and Service Easements

21 Vacation Law (California Streets and Highways Code Sections 8300 et seq.) and Public

22 Works Code Section 787(a).

23 Ill 24 Section 3. Street Vacation and Conditions.

Mayor Breed BOARD OF SUPERVISORS Page 7 111• !Pllll!IIIHIIJJIIHJU!IIIIIIIIUII 1111111!1 U [jl1IIj Ill 111111_1111 1\1 I IJ,. __. ___ L

1 (a) Except as set forth in subsection (d), the Board of Supervisors hereby adopts the

2 findings, determinations, and recommendations of PW Order No. 202465 and temporarily

3 vacates the Vacation Area, as shown on the SUR Map No. 2019-006, in the manner

4 described in Section (2)(k) and (I) of this ordinance, upon satisfaction of the conditions

5 described in this ordinance and pursuant to California Streets and Highways Code Sections

6 8300 et seq. and San Francisco Public Works Code Section 787(a).

7 (b) For reference purposes, the Vacation Area also shall be identified as Assessor's

8 Parcel Block No. 3719, Lot 519, for the Mission Street portion and Assessor's Parcel Block

9 No. 3719, Lot 520, for the Fremont Street portion of the Vacation Area.

1O (c) The Board of Supervisors hereby finds that the Vacation Area is unnecessary for

11 present or prospective public use, subject to the conditions described in this ordinance.

12 (d) The Board finds that the public interest, convenience, and necessity require that

13 the Street Vacation be done as declared in this ordinance. 14 (e) The Street Vacation shall be operative as to all of the Vacation Area when: (1) the

15 Public Trust Exchange becomes final and effective and (2) the Settlement Ordinance

16 becomes final and effective.

17 (f) No existing easements or other rights are reserved for any public utility facilities that

18 are in place in the Vacation Area during the term of the vacation, and any rights based upon

19 any such public utility facilities shall be temporarily extinguished upon the effectiveness of the

20 vacation hereunder and until the Vacation Area is rededicated to public use as set forth in

21 Section 4 of this ordinance.

22 23 Section 4. Rededication of the Vacation Area to Public Use for Street and Right-of-

24 Way Purposes.

Mayor Breed BOARD OF SUPERVISORS Page 8 11111• -UWIIUll.lll.lllllllAJIIIIJllJJJJIIUO/U

1 (a) The vacation of the Vacation Area is temporary and will be operative as set forth in

2 this ordinance.

3 (b) The Board of Supervisors hereby declares that concurrent with recordation of the

4 301 Mission Street Easement, the Vacation Area shall be rededicated to public use for street

5 and right-of-way purposes subject to the Easement.

7 Section 5. The Board of Supervisors hereby directs the Clerk of the Board of

8 Supervisors to transmit to the PW Director certified copies of this ordinance, and the Board of

9 Supervisors hereby urges the PW Director to proceed in the manner required by law. The

1O Clerk of the Board of Supervisors also is hereby directed to transmit to the PW Director

11 certified copies of this ordinance so that this ordinance may be recorded together with any

12 other documents necessary to effectuate the ordinance.

13 14 Section 6. The Mayor, Clerk of the Board of Supervisors, Director of Property, and PW

15 Director are hereby authorized and directed to take any and all actions which they or the City

16 Attorney may deem necessary or advisable in order to effectuate the purpose and intent of

17 this ordinance (including, without limitation, the filing of the ordinance in the Official Records of

18 the City and County of San Francisco). 19 20 Section 7. Effective and Operative Dates.

21 (a) This ordinance shall become effective 30 days after enactment. Enactment occurs

22 when the Mayor signs the ordinance, the Mayor returns the ordinance unsigned or does not

23 sign the ordinance within ten days of receiving it, or the Board of Supervisors overrides the

24 Mayor's veto of the ordinance.

25 Ill

Mayor Breed BOARD OF SUPERVISORS Page 9 1 (b) This ordinance shall become operative when both of the following have occurred:

2 (1) the Public Trust Exchange becomes final and effective and (2) the Settlement Ordinance

3 becomes final and effective.

5 APPROVED AS TO FORM: DENNIS J. HERRERA, City Attorney 6

8 By: JOHN D. MALAMUT 9 Deputy City Attorney n:\land0 1\as2019\2000225\01420314.docx 10

11 12

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Mayor Breed BOARD OF SUPERVISORS Page 10

EXHIBIT 9

AMENDED IN COMMITTEE FILE NO. 191286 2/3/2020 RESOLUTION NO.

1 [Public Trust Exchange Agreement - California State Lands Commission - Exchange of Certain Streets in the Vicinity of the Millennium Tower and Transbay Terminal for Certain 2 Fisherman's Wharf Streets]

4 Resolution approving and authorizing a Trust Exchange Agreement with the California

5 State Lands Commission that would remove the public trust from certain Transbay

6 Streets in the vicinity of the Millennium Tower and Transbay Terminal and impress the

7 public trust on certain Fisherman's Wharf Streets; adopting environmental findings and

8 findings of consistency with the General Plan, and the eight priority policies of City

9 Planning Code, Section 101.1; and authorizing the Port's Executive Director and the

10 Director of Property to execute documents and take certain actions in furtherance of

11 this Resolution, as defined herein.

13 WHEREAS, Pursuant to Chapter 1333 of the Statutes of 1968 (the "Burton Act"), the

14 State of California granted to the City and County of San Francisco ("City") certain current and

15 former tide and submerged lands, including a number of public streets, to be held under the

16 jurisdiction of the San Francisco Port (the "Port") subject the public trust for commerce

17 navigation and fisheries ("Public Trust"); and

18 WHEREAS, The granted lands include (a) a portion of Beale Street, bounded by

19 Mission Street and Howard Street; (b) a portion of Mission Street, bounded by Beale Street

20 and First Street; and (c) a portion of Fremont Street, bounded by Mission Street and Howard

21 Street (collectively, the "Trust Termination Streets"); and

22 WHEREAS, The Trust Termination Streets are situated in the vicinity of the Salesforce

23 Transit Center ("Transit Center"), are distant from the City's present waterfront, are not 24 25

Mayor Breed BOARD OF SUPERVISORS Page 1 1 needed to ensure public access to the water, and are longer needed to serve the purposes of

2 the Public Trust or the Burton Act (collectively, the "Trust"); and

3 WHEREAS, The recently completed Transit Center occupies the airspace and

4 subsurface of a portion of the Trust Termination Streets, and the City has previously agreed to

5 convey title to the occupied areas to the Transbay Joint Powers Authority, which owns and 6 operates the Transit Center in Ordinance No. 43-11 on file with the Clerk of the Board of

7 Supervisors in File No. 110019; and

8 WHEREAS, A proposed structural upgrade for the Millennium Tower at 301 Mission

9 Street, if approved, may occupy a portion of the surface and subsurface of the Trust

1O Termination Streets adjacent to the Tower, and the City may wish convey a permanent

11 easement in the occupied areas to the owners of the Tower to provide for the installation of

12 and occupation related to the structural upgrade; and

13 WHEREAS, The City is not permitted to convey any permanent easement or title in the

14 Trust Termination Streets unless the Trust is terminated therein; and

15 WHEREAS, Certain public streets owned by the City in or near Fisherman's Wharf are

16 landward of the historic shoreline and therefore are not presently within the Port's jurisdiction

17 or subject to the Trust, but are near the water and have high value for the Trust; and

18 WHEREAS, These streets include (a) a portion of Beach Street bounded by

19 Leavenworth Street and Van Ness Avenue; (b) a portion of Hyde Street bounded by Beach

20 Street and Jefferson Street; and (c) a portion of Bay Street, bounded by Kearney Street and

21 Stockton Street (collectively, the "Trust Addition Streets"); and

22 WHEREAS The Trust Addition Streets serve important Trust purposes by providing

23 public access along and to the water and the City's waterfront, including access to Aquatic

24 Park, the Maritime Museum, Hyde Street Pier and Maritime National Historic Park, historic 25

Mayor Breed BOARD OF SUPERVISORS Page 2 ,_.,..Hl• CU"-lllll'lll..l!J.JJ!!LllWILJ JILi 11111 / II Ill II __ , ,_IJ,l..l...._.l,

1 waterfront buildings such as the Cannery and Ghirardelli Square, and The Embarcadero

2 waterfront from Pier 35 to Pier 39; and

3 WHEREAS, On November 20, 2019, the Planning Department published a Preliminary

4 Mitigated Negative Declaration ("PMND") for the 301 Mission Street, Millennium Tower

5 Perimeter Pile Upgrade Project (the "Project"); and 6 WHEREAS, The PMND found that although the Project could have potentially

7 significant impacts on the environment, such impacts will be reduced to a less than significant 8 level because Millennium Tower Association (the "Project Sponsor'') will implement all

9 mitigation measures identified in the PMND; and

1O WHEREAS, The Planning Department prepared and publicized the PMND in

11 compliance with the provisions of the California Environmental Quality Act (California Public

12 Resources Code, Sections 21000 et seq., "CEQA"), the State CEQA Guidelines (California

13 Code of Regulations, Title 14, Sections 15000 et seq.), and Chapter 31 of the San Francisco

14 Administrative Code ("Chapter 31"); and

15 WHEREAS, On December 27, 2019, following the required notice and appeal period,

16 the Planning Department published a Final Mitigated Negative Declaration ("FMND"); and

17 WHEREAS, In a letter dated December 27, 2019 (the "General Plan Referral Letter"),

18 the City Planning Department determined that the Trust Exchange is, on balance, consistent

19 with the General Plan, and with the eight priority policies of City Planning Code, Section

20 101.1; and

21 WHEREAS, The Board of Supervisors adopts these findings as its own; and

22 WHEREAS, As part of its determination on the General Plan, the Planning Department

23 reviewed and considered the FMND; and

Mayor Breed BOARD OF SUPERVISORS Page 3 --••nn• nm !U I I IJW.Jl.llill.1 __ L ___ J

1 WHEREAS, As part of the General Plan Referral Letter, the Planning Department

2 adopted CEQA Findings and the proposed mitigation monitoring and reporting program

3 (collectively, "CEQA Findings") as required by State and local law; and

4 WHEREAS, Copies of the General Plan Referral Letter, FMND, CEQA Findings, and

5 the mitigation monitoring and reporting program are on file with the Clerk of the Board in File

6 No. 191286 and incorporated herein by reference; and

7 WHEREAS, The Board of Supervisors finds that the actions proposed herein are within

8 the scope of the Project analyzed in the FMND and subject to the CEQA Findings; and

9 WHEREAS, The Board of Supervisors hereby adopts and incorporates by reference

10 the CEQA Findings; and, in so doing, the Board of Supervisors approves and endorses the

11 mitigation monitoring and reporting program for implementation by other City departments;

12 and

13 WHEREAS, The Board of Supervisors further finds that (a) no substantial changes are

14 proposed in the Project and no substantial changes have occurred with respect to the

15 circumstances under which this Project will be undertaken that would cause new significant

16 environmental effects or a substantial increase in the severity of previously identified effects

17 and (b) there is no new information of substantial importance showing that the Project would

18 have any significant effects not discussed in the FMND, that significant effects would be

19 substantially more severe, or that new or different mitigation measures or alternatives would

20 substantially reduce one or more significant effects of the Project; and

21 WHEREAS, The City seeks to enter into an agreement with the Port and the California

22 State Lands Commission ("State Lands") authorizing a Trust exchange (the "Trust Exchange")

23 pursuant to Section 5 of Chapter 310, Statutes of 1987 ("Chapter 31 0") whereby the Trust will

24 be lifted from the Trust Termination Streets in exchange for impressing the Trust on the Trust 25

Mayor Breed BOARD OF SUPERVISORS Page4 --• 11•1• 1111111111111 111111 11111

1 Addition Streets, all as depicted and described on documents on file with the Clerk of the

2 Board of Supervisors in File No. 191286; and

3 WHEREAS, Port and City staff have negotiated with the State Lands staff an exchange

4 agreement (the "Trust Exchange Agreement") that would authorize the conveyances

5 necessary to effectuate the Trust Exchange; and

6 WHEREAS, As required by Chapter 310, the Board of Supervisors makes the following

7 findings with respect to the Trust Termination Streets based on the recommendation of the

8 Port Commission as referenced below in this resolution:

9 (a) The Trust Termination Streets have been filled and reclaimed. 10 (b) The Trust Termination Streets are cut off from access to the waters of the San

11 Francisco Bay. The Trust Termination Streets consist of City streets in the Transbay area that

12 are several blocks from the waterfront. No immediate access to the waters of San Francisco

13 Bay exists from the Trust Termination Streets.

14 (c) The Trust Termination Streets comprise a relatively small portion of the Port's trust

15 grant. The total area of the Trust Termination Streets is approximately 143,000 square feet 16 (approximately 3.28 acres). The total amount of granted lands (exclusive of lands presently

17 submerged) held by the Port is approximately 725 acres, of which the Trust Termination

18 Streets represents 0.45%.

19 (d) The Trust Termination Streets are no longer needed or required for the promotion

20 of the Trust. The streets comprising the Trust Termination Streets are physically cut-off from

21 the water, serve no purpose in furthering maritime commerce, navigation or fisheries, and are

22 no longer needed or required for the promotion of the Trust. As public streets, the Trust

23 Termination Streets do not allow for the feasible development of uses that would further Trust

24 goals such as useable or desirable open space or park use or Trust-consistent commercial

25 use, such as hotel or retail. The primary use of the Trust Termination Streets is public access,

Mayor Breed BOARD OF SUPERVISORS Page 5 1 but the streets are distant from the waterfront and are not required to provide access to the

2 water. 3 (e) The Trust Termination Streets can be removed from the Trust without causing

4 substantial interference with Trust uses and purposes. The use of Trust Termination Streets

5 for non-Trust purposes would not impede any Trust use on the granted lands or otherwise

6 interfere with any Trust purpose. In addition, in exchange for the lifting of the Trust from the

7 Trust Termination Streets, the Port will receive streets into the Trust that have a greater

8 square footage and linear footage than the Trust Termination Streets, and have substantial

9 utility to the Trust. The area of the Trust Addition Streets comprises approximately 153,000

10 square feet in comparison to the total area of the Trust Termination Streets that is

11 approximately 143,000 square feet; and

12 WHEREAS, The Director of Property ("Director of Property") has conveyed to Port staff

13 that based on an independent MAI draft appraisal from the City's appraiser John Clifford that

14 the Trust Addition Streets have an appraised value that is equal to or greater than the value of

15 the Trust Termination Streets and the Port staff further found that the Trust Addition Streets

16 have a greater square footage and linear footage and substantial utility to the Trust in contrast

17 to the Trust Termination Streets; and 18 WHEREAS, A letter from the City's independent MIA appraiser John Clifford regarding

19 the status of the appraisal is on file with the Clerk of the Board of Supervisors in File No.

20 191286, and incorporated herein by reference; and

21 WHEREAS, The Board of Supervisors further finds that the Trust Addition Streets are

22 useful for the particular purposes specifically authorized by the Burton Act, for the reasons set

23 forth in these recitals; and

24 WHEREAS, In order to accomplish the proposed Trust Exchange, the Board of

25 Supervisors intends to approve the Trust Exchange on the material terms set forth in the Port

Mayor Breed BOARD OF SUPERVISORS Page 6 1111 •---ll•••-• IHl • ll• IIIHHIIIIIIIIII I I I 11 ---~11111 ,__ - __II ,

1 Commission Memorandum presented at the Port Commission meeting on January 14, 2020,

2 2020 (the "Port Commission Memorandum") and in substantially the form of the Trust

3 Exchange Agreement; and

4 WHEREAS, The Port Commission, at its regular public meeting on January 14, 2020,

5 2020, by Resolution No. 20-01, adopted findings regarding the Trust Exchange, including

6 CEQA Findings, and took other related actions; and

7 WHEREAS, The Port Commission, at this same meeting, by Resolution No. 20-01,

8 approved the Trust Exchange Agreement and determined that the Trust Addition Streets have

9 a value that is equal to or greater than the value of the Trust Termination Streets and are

1 O useful for the particular trust purposes specifically authorized by the Burton Act; and

11 WHEREAS, Copies of the Trust Exchange Agreement, Port Commission

12 Memorandum, and the Port Commission Resolution are on file with the Clerk of the Board of

13 Supervisors in File No. 191253 and incorporated herein by reference; and

14 WHEREAS, The Board of Supervisors finds that the Trust Exchange Agreement

15 conforms to all local laws and regulations and is not prohibited by the City's Charter; now,

16 therefore, be it

17 RESOLVED, The Board of Supervisors finds that the Trust Exchange is in

18 conformance with the Burton Act and Chapter 310, subject to approval by State Lands; and,

19 be it

20 FURTHER RESOLVED, That for reasons set forth herein, the Board of Supervisors

21 finds that the Trust Termination Streets (a) have been filled and reclaimed, and are cut off

22 from access to the waters of the Bay, (b) comprise a relatively small portion of the Port's trust

23 grant, (c) are no longer needed or required for the promotion of the Trust, (d) can be removed

24 from the Trust without causing substantial interference with Trust uses and purposes; and, be

25 it

Mayor Breed BOARD OF SUPERVISORS Page 7 1111 1 --•• UW• lllllllll/Hll Jll 1Jlllllll!Ulllli\/44-Ull i ,Jm,,L ~-o--~ ',

1 FURTHER RESOLVED, That the Trust Addition Streets have a value that is equal to or

2 greater than the value of the Trust Termination Streets, and are useful for the particular trust

3 purposes specifically authorized by the Burton Act; and, be it

4 FURTHER RESOLVED, That the Board of Supervisors hereby approves the Trust

5 Exchange and the Trust Exchange Agreement including all attachments and exhibits thereto,

6 and the transactions which such agreement contemplates, materially on the terms and

7 conditions set forth in the Port Commission Memorandum and in such final form as is

8 approved by the City Attorney; and, be it

9 FURTHER RESOLVED, That the Board of Supervisors authorizes and directs the

1O Director of Property and the Port's Executive Director ("Executive Director'') to execute the

11 Trust Exchange Agreement in substantially the form presented to this Board, and in such final

12 form as if approved by the Executive Director in consultation with the City Attorney; and, be it

13 FURTHER RESOLVED, That the Director of Property and the Executive Director are

14 hereby authorized and urged, on behalf of the City and the Port, to (a) execute and deliver

15 any and all conveyance deeds and instruments, including the deeds to the Trust Termination

16 Streets and the Trust Addition Streets to the State, (b) accept from the State a Trust patent for

17 the Trust Addition Streets (c) accept from the State a Trust termination patent for the Trust

18 Termination Streets, and (d) to take any and all steps (including, but not limited to, the

19 execution and delivery of any and all certificates, agreements, notices, consents, escrow

20 instructions, closing documents and other instruments or documents) as they deem necessary

21 or appropriate in order to consummate the conveyances that comprise Trust Exchange in

22 accordance with the terms of the Trust Exchange Agreement, or to otherwise effectuate the

23 purpose and intent of this Resolution, such determination to be conclusively evidenced by the

24 execution and delivery by the Director of Property and Executive Director of any such

25 documents; and, be it

Mayor Breed BOARD OF SUPERVISORS Page8 --••• WHIIIIIUIIIUII JII JI j 11 11 [lljillllll/1 !11 [l)NI/ l\)tl!,!J_I ptjlJ II I\ 111 II I, l.~J'.,:_._,,

1 FURTHER RESOLVED, That the Board of Supervisors authorizes the Director of

2 Property, the Executive Director and any other appropriate officers, agents or employees of

3 the City to take any and all steps (including the execution and delivery of any and all

4 certificates, agreements, notices, consents, escrow instructions, closing documents and other

5 instruments or documents) as they or any of them deems necessary or appropriate, in

6 consultation with the City Attorney, in order to consummate the transactions contemplated by

7 the Trust Exchange Agreement, in accordance with this resolution, or to otherwise effectuate

8 the purpose and intent of this Resolution, such determination to be conclusively evidenced by

9 the execution and delivery by any such person or persons of any such documents.

11 n :\land01\as2019\2000225\01421477 .docx 12

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Mayor Breed BOARD OF SUPERVISORS Page 9