South San Francisco City Council
May 11, 2022

LEASE AGREElVIENT
by and between

CITY OF SOUTH SAN FRANCISCO
and

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY Dated as of March 1, 2020
Relating to
$43,905,000

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (POLICE STATION PROJECT)
LEASE REVENUE BONDS, SERIES 2020A
4849-3237-2396/200855-0001
Section 1.01
Section 2.01 Section 2.02
Section 3.01 Section 3.02
Section 3 .03
Section 3.04 Section 3.05
Section 3.06
Section 4.01
Section 4.02 Section 4.03 Section 5.01
Section 5 .02
Section 5.03
Section 5.04
Section 6.01 Section 6.02 Section 7.01 Section 7.02

TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS
Definitions .................................................................................................................. 2

ARTICLE II
LEASE OF PROPERTY; TERM
Lease of Property- ....................................................................................................... 4 Term; Occupancy ....................................................................................................... 4

ARTICLE III

RENTAL PAYMENTS
Base Rental Payments ................................................................................................ 4 Additional Rental Payments ....................................................................................... 5 Fair Rental Value ....................................................................................................... 5 Payment Provisions ..................................... _ ............................................................... 6 Appropriations Covenant ........................................................................................... 6 Rental Abatement ....................................................................................................... 6

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Maintenance and Utilities .......................................................................................... 7 Additions to Property ................................................................................................. 7 Installation of City, s Equipment ................................................................................ 7

ARTICLE V

INSURANCE
Commercial General Liability and Property Damage Insurance; Workers' Compensation Insurance ............................................................................................ 7 Title Insurance ............................................................................................................ 8 Additional Insurance Provision; Form of Po Iicies ..................................................... 9 Self-Insurance ............................................................................................................ 9

ARTICLE VI

DEFAULTS AND REMEDIES
Defaults and Remedies ............................................................................................... 9 Waiver ...................................................................................................................... 12

ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Eminent Domait1 ...................................................................................................... 13 Prepaynient .............................................................................................................. 13 4849-3237-2396/200855-0001
Section 8.01
Section 8.02 Section 8.03 Section 8.04 Section 8.05
Section 8.06
Section 8.07 Section 8.08 Section 8.09

TABLE OF CONTENTS
( continued)

ARTICLE VIII

COVENANTS
Page
Rigl1t of Entry .......................................................................................................... 14 Liens ......................................................................................................................... 14 Quiet Enjoyment ...................................................................................................... 14 Authority Not Liable ................................................................................................ 14 Assignment and Subleasing ..................................................................................... 15 Title to Property ....................................................................................................... 15 Authority's Purpose ................................................................................................. 16 Representations of the City ...................................................................................... 16 Representation of the Authority ............................................................................... 16

ARTICLE IX
NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR

RELEASE
Section 9.01 Section 9.02
Section 9.03
Section 9.04 Section 10.01 Section 10. 02
Section 10. 03
Section 10.04 Section 10.05 Section 10.06
Section 10.07
Section 10.08 Section 10.09
Signatures

EXHIBIT A

EXHIBITB

EXHIBITC

EXHIBITD
No Consequential .Datnages ..................................................................................... 16 Use of the Property .................................................................................................. 16 Substitution or Release of, or Addition to, the Property .......................................... 16 Substitution of Project as Property ........................................................................... 17

ARTICLEX

MISCELLANEOUS
Law Governing ........................................................................................................ 1 7 Notices ..................................................................................................................... 17 Validity and Severability ......................................................................................... 18 Net-Net-Net Lease ................................................................................................... 18 Taxes ........................................................................................................................ 18 Section Headings ...................................................................................................... 19 Amendments .......... · .................................................................................................. 19 Assignment .............................................................................................................. 20 Execution ................................................................................................................. 20 ................................................................................................................................ S-1 DESCRIPTION OF THE PROPERTY .................................................................... A--1 BASE RENTAL PAYMENT SCHEDULE .............................................................. B-1 DESCRIPTION OF PROJECT-PHASE L ............................................................ C-1 FORM OF CERTIFICATE REGARDING INSURANCE ...................................... D-1 ii
4849-3 23 7-2396/20085 5-0U0 1

LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease Agreement'') executed and entered into as of March 1, 2020, is by and between the CITY OF SOUTH SAN FRANCISCO (the "City"), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (the "Authority"), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor.

RECITALS
WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of capital improvement projects of the City; WHEREAS, the Project (as defined in the Indenture (defined below)) described in Exhibit C hereto is the first phase of the City's proposed new civic center campus and the City and the Authority expect to issue Additional Bonds ( as defined in the Indenture) in accordance with the Indenture to finance future phases of the civic center campus and/or other capital improvements of the City;
WHEREAS, in order to finance the Project, the City will lease the Property ( defined below) to the Authority pursuant to a Ground Lease, dated as of March 1, 2020, and the City will sublease the Property back from the Authority pursuant to this Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the Base Rental Payments ( defined below) to be made by the City under this Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of March 1, 2020, by and among the Authority, the City and the Trustee (defined below);
WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of March 1, 2020;and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
"Additional Bonds" means bonds other than the Series 2020A Bonds issued under the Indenture in accordance with the provisions thereof.
"Additional Rental Payments" means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
"Authority" means the City of South San Francisco Public Facilities Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California. "Base Rental Deposit Date'' means the 25th day of the month next preceding each Interest Payment Date.
"Base Rental Payments" means all amounts payable to the Authority from the City as Base· Rental Payments pursuant to Section 3.01 hereof.
"Base Rental Payment Schedule" means the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof and attached hereto as Exhibit B. "Bonds" means the Series 2020A Bonds issued under the Indenture, and any Additional Bonds.
"City" means the City of South San Francisco, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California.
"Delivery Date" means March 11, 2020.
"Ground Lease" means the Ground Lease, dated as of March 1, 2020, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with to the provisions thereof and hereof
"Indenture" means the Indenture, dated as of March 1, 2020, by and among the Authority, the City and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with the provisions thereof. "Joint Powers Agreement" means the Joint Exercise of Powers Agreement, dated as of December 1, 2019, by and between the City and the Parking Authority of the City of South San Francisco as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
2 4849-323 7-2396/200855-0001
"Lease Agreement" means this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. "Net Insurance Proceeds" means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof. "Permitted Encumbrances" means, with respect to the Property, as of any particular time, (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V hereof, permit to remain unpaid, (b) the Assignment Agreement, ( c) this Lease Agreement, ( d) the Ground Lease, ( e) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is held by the City, (f) easements, rights of way~ mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Delivery Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the Delivery Date which the City certifies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, and (h) all of the exceptions to title listed in the title insurance policy relating to the Series 2020A Bonds and dated the Delivery Date. ''Phase l'' means the Project described in Exhibit C hereto. "Property" means the ~·eal propetty described in Exhibit A hereto and the improvements located thereon as such real property description may be amended or modified (including the addition, release or substitution of property as part of the Property), in accordance with Sections 9.03 and 9.04 of this Lease Agreement.
"Rental Payments" means, collectively, the Base Rental Payments and the Additional Rental Payments.
"Rental Period" means the period from the Delivery Date through December 1, 2020, and, thereafter, the twelve-month period commencing on June 2 of each year during the term of this Lease Agreement.
"Series 2020A Bonds" means the City of South San Francisco Public Facilities Financing Authority (Police Station Project) Lease Revenue Bonds, Series 2020A issued under the Indenture. "Trustee" means the trustee appointed under the Indenture and referred to therein as the Trustee.
3 4849-3237-2396/200855-0001

ARTICLE II
LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property.
(a) The Authority hereby leases to the City and the City hereby leases from the Authority the Property, and all rights appurtenant thereto, including, but not limited to, rights of access, on the terms and conditions hereinafter set forth, subject to all Permitted Encumbrances. (b) The leasing of the Property by the City to the Authority pursuant to the Ground Lease shall not effect or result in a merger of the City's leasehold estate pursuant to this Lease Agreement and the City's fee estate as lessor under the Ground Lease, and the Authority shall continue to have a leasehold estate in the Property pursuant to the Ground Lease throughout the term thereof and hereof. The leasehold interest granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment or surrender of the leasehold interest granted to the Authority under the Ground Lease.

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on June 1, 2046, unless such term is extended or sooner terminated as hereinafter provided. If on June 1, 2046 the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall remain due and payable or shall have been abated at any time and for any reason, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended beyond June 1, 2056. If prior to June 1, 2046, all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, the term of this Lease. Agreement shall end simultaneously therewith.

ARTICLEill

RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authority, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VII hereof) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest. Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.

4. 4849-3237-2396/200855-0001
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or of the State of California, or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. (b) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the date of termination of this Lease Agreement (as so extended pursuant to Section 2.02 heryof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rental Payments; provided, however, that the Rental Payments payable in any Rental Period subsequent to such extension shall not exceed the annual fair rental value of the Property.

Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the r·espective interests or estates of the Authority or the City therein;
(b) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or this Lease Agreement or to defend the Authority and its members, officers, agents and employees;
( c) insurance premiums for all insurance required pursuant to Article V hereof; ( d) any amounts with respect to this Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(£) of the Code; and ( e) all other payments required to be paid by the City under the provisions of this Lease Agreement or the Indenture.

Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

Section 3.03 Fair Rental Value. The parties hereto have agreed and determined that the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses and purposes that may be served by the Property and the benefits therefrom which will accrue to the City and the general public. Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period. 5 4849-3237-2396/200855~0001
Section 3.04 Payment Provisions. Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Trustee in San Francisco, California, or such other place or entity as the Trustee shall designate. Each Base Rental Payment shall be deposited with the Trustee no later than the Base Rental Deposit Date prec~ding the Interest Payment Date on which such Base Rental Payment is due. Any Base Rental Payment which shall not be paid by the City when due and payable under the terms of this Lease Agreement shall bear interest from the date when the same is due hereunder until the same shall be paid at the rate equal to the highest rate of interest on any of the Outstanding Bonds. Notwithstanding any dispute between the Authority and the City, the City shall make all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due hereunder or refunded at the time of such determination. Amounts required to be deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the extent of available amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund.

Section 3.05 Appropriations Covenant. The City covenants to take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

Section 3.06 Rental Abatement. Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City's right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1 ), 1932(2) and 1933(4) and any and all other rights to terminate this Lease Agreement by virtue of any such interference, and this Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending when such use and occupancy are restored; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond June 1, 2056.

Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds and accounts.
6 4849-3237-2396/200855-0001

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities. Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.

Section 4.02 Additions to Property. Subject to Section 8.02 hereof, the City and any sublessee shall, at its own expense, have the right to make additions, modifications and improvements to the Property. To the extent that the removal of such additions, modifications or improvements would not cause material damage to the Property, such additions, modifications and improvements shall remain the sole property of the City or such sub lessee, and neither the Authority nor the Trustee shall have any interest therein. Such additions, modifications and improvements shall not in any way cause permanent and material damage to the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Property immediately prior to the making of such additions, modifications and improvements.

Section 4.03 Installation of City's Equipment. The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or pem1it to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. The City or such sublessee may remove or modify such equipment or other personal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor's lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property.

ARTICLEV

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers' Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or 7 4849-3237-2396/200855-0001
liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City provided such self-insurance complies with the provisions of Section 5 .04 hereof. The Net Insurance Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance shall have been paid. (b) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, workers' compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers' compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act; provided, however, that the City's obligations under this subsection may be satisfied by self-insurance, provided such selfinsurance complies with the provisions of Section 5.04 hereof. ( c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount not less than 100% of the replacement cost of such improvements. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City's obligations under this subsection may be satisfied by self-insurance, provided such self-insurance complies with the provisions of Section 5 .04 hereof. ( d) The City shall maintain rental interruption insurance to cover the Authority's loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection ( c) of this Section in an amount sufficient at all times to pay an amount not less than the product of two times the maximum. amount of Base Rental Payments scheduled to be paid during any Rental Period. The City shall not be permitted to self-insure its obligation under this subsection. ( e) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant person (who may be an employee of the City), to be adequate for the purposes hereof, Section 5.02 Title Insurance. The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Bonds. Said policy or policies shall insure (a) the fee interest of the City in the Property, (b) the-Authority's ground leasehold estate in the Property under the Ground Lease, and (c) the City's leasehold estate hereunder in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said policy or policies shall be 8 4849-323 7-2396/200855-000 I
deposited with the Trustee and applied as provided in Section 5.04 of the Indenture. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained pursuant to the Indenture or this Lease Agreement or required thereby or hereby shall provide that all proceeds thereunder shall be payable to the Trustee for the benefit of the Bond Owners.

Section 5.03 Additional Insurance Provision; Form of Policies. The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof.

All such policies shall provide that the Trustee shall be given 30 days' notice of the expiration thereof or any intended cancellation thereof. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee.

The City shall cause to be delivered to the Trustee on or before August 15 each year, commencing August 15, 2020, a schedule of the insurance policies being maintained in accordance herewith and a Written Certificate of the City, which may be in the form set forth in Exhibit D attached hereto, stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Written Certificate of the City as to the City's compliance with this Article. The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.

Section 5.04 Self-Insurance. Insurance provided through a California joint powers authority of which the City is a member or with which the City contracts for insurance shall be deemed to be self-insurance for purposes hereof. Any self-insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self-insurance program shall be approved in writing by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City);
(b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self-insured claim shall be paid, the adequacy of each such fund shall be evaluated on an annual basis by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City) and any deficiencies in any self-insured claims reserve fund shall be remedied in accordance with the recommendation of a professionally certified risk manager or such independent insurance consultant, as applicable; and (c) in the event the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies . .
(a) (i) If the City shall fail (A) to pay any Base Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or 9 4849-3237-2396/200855-0001
condition contained herein or in the Indenture to be kept or performed by the City, or (ii) upon the happening of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement. The City shall in no event be in default in the observance or performance of any covenant, condition or agreement in this Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(B) or (ii) of the preceding sentence, unless the City shall have failed, for a period of 30 days or such additional time as is reasonably required to correct any such default after notice by the Authority to the City properly specifying wherein the City has failed to perform any such covenant, condition or agreement. Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter provided on account of default by the City, notwithstanding any re-entry or re-letting of the Property as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at_ the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the City, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of _effecting such re~entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority's interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice. (2) Without terminating this Lease Agreement, (x) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, or (y) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re-let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re-let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or 10 4849-3237-2396/200855-0001
otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re-enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to re-let the Property, or any part thereof, from time to time, either in the Authority's name or otheiwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of., in connection with, or incident to any such re-entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-let the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re-letting immediately upon notice to the City of the completion and installation of such additions or alterations.

The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property.
(b) If (i) the City's interest in this Lease Agreement or any part thereof shall be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and, as hereinafter provided for, or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City's debts or obligations, or offers to the City's creditors to elect a composition or extension of time to pay the City's debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the City's debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the City shall make a general assignment for the benefit of the City's creditors, or (iii) the City shall abandon or vacate the Property, then the City shall be deemed to be in default hereunder. ( c) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default, the Authority and its assignee shall be entitled to proceed to protect and enforce the rights vested in the Authqrity and its assignee by this Lease Agreement or by law. The provisions of this Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate 11 4849-3237-2396/200855-0001
suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and its assignee shall have the right to bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or its assignee. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority's or its assignee's rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.

Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of any or all other rights, powers or privileges. The term "re-let" or "re-letting" as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Authority of the Property. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law.

In the event the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney's fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.

Notwithstanding anything to the contrary contained in this Lease Agreement, the Authority shall have no right upon a default hereunder by the City to accelerate Rental Payments. ( d) Notwithstanding anything to the contrary contained in this Lease Agreement, the termination of this Lease Agreement by the Authority and its assignees on account of a default by the City under this Section shall not effect or result in a termination of the Ground Lease.

Section 6.02 Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease Agreement. 12 4849-323 7-2396/200855-0001

ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain. If all of the Property (or portions thereof such that the remainder is not usable for public purposes by the City) shall be taken under the power of eminent domain, the term hereof shall cease as of the day that possession shall be so taken. If less than all of the Property shall be taken under the power of eminent domain and the remainder is usable for public purposes by the City at the time of such taking, then this Lease Agreement shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Rental Payments in accordance with the provisions of Section 3 .06 hereof. So long as any Bonds shall be Outstanding, any award made in eminent domain proceedings for the taking of the Property, or any portion thereof, shall be paid to the Trustee and applied to the redemption of Bonds as provided in subsection (a) of Section 4.01 of the Indenture, in the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued and in Section 5.03 of the Indenture. Any such award made after all of the Bonds, and all other amounts due under the Indenture and hereunder, have been fully paid, shall be paid to the Authority and to the City as their respective interests may appear.

Section 7 .02 Prepayment.
(a) _ The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2020A Bonds which are payable on or after June 1, 2031, from any source of available funds, on any date on or after June 1, 2030, by paying (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. (b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 2020A Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section.
( c) If less than all of the Base Rental Payments attributable to the Series 2020A Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
( d) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) of this Section and, if applicable, the corresponding provisions hereof relating to the prepayment of 13 4849-3237-2396/200855-0001
Base Rental Payments attributable to Additional Bonds, or deposit pursuant to subsection (b) of this Section and, if applicable, such corresponding provisions, and payment of all other amounts owed under this Lease Agreement have been made, the term of this Lease Agreement shall be terminated. ( e) Prepayments of Base Rental Payments attributable to the Series 2020A Bonds made pursuant to this Section shall be applied to the redemption of Series 2020A Bonds as directed by the City and as provided in Section 4.0l(b) of the Indenture. (f) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than 45 nor more than 60 days from the date such notice is given to the Authority.
(g) Net Insurance Proceeds shall be used in accordance with Section 5.03 or Section 5.04 of the Indenture, as applicable.

ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Property during reasonable business hours (and.in emergencies at all times) for any purpose connected with the Authority's rights or obligations under this Lease Agreement, and for all other lawful purposes. ·
Section 8.02 Liens. In the event the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and which may be secured by a mechanics', materialmen's or other lien against the Property or the Authority's interest therein, and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien, it may do so as long as such contestment is in good faith. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 8.03 Quiet Enjoyment. The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this Lease Agreement peaceably and quietly have, hold and enjoy the Property without suit, trouble or hindrance from the Authority.

Section 8.04 Authority Not Liable. The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental 14 4849-3237~2396/200855-0001
authority ansmg from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (a) any condition of the Property and the adjoining sidewalks and passageways, (b) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, ( c) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (d) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority or the Trustee or any director, member, officer or employee thereof, by reason of any such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof.

To the extent this Lease Agreement confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 8.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by voluntary act or by operation by law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority. Any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, fumish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease Agreement, including, the right to re-enter and re-let the Property or terminate this Lease Agreement upon a default by the City; and ( d) the City shall fumish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes.

Section 8.06 Title to Property. Upon the termination or expiration of this Lease Agreement (other than as provided in Section 6.01 and Section 7.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall 15 4849-3237-2396/200855-0001
vest in the City. Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

Section 8.07 Authority's Purpose. The Authority covenants that, prior to the discharge of this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.

Section 8.08 Representations of the City. The City represents and warrants to the Authority that (a) the City has the full power and authority to enter into, to execute and to deliver this Lease Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement and the Indenture, and (b) the Property will be used in the performance of essential governmental functions.

Section 8.09 Representation of the Authority. The Authority represents and warrants to the City that the Authority has the full power and authority to enter into, to execute and to deliver this Lease Agreement, the Assignment Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, the Assignment Agreement and the Indenture.

ARTICLE IX
NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 9.01 No Consequential Damages. In no event shall the Authority or the Trustee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City's use of the Property.

Section 9.02 Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to any of the Property or its interest or rights under this Lease Agreement.

Section 9.03 Substitution or Release of, or Addition to, the Property. The City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement or to add additional property to the encumbrance of this Lease Agreement. All costs and expenses incurred in connection with such substitution, release or addition shall be borne by the City. Notwithstanding any substitution or release of> or addition to, Property pursuant to this subsection, there shall be no reduction in or abatement of the .

Base Rental Payments due from the City hereunder as a result of such substitution, release or addition. Any such substitution or release of any portion of the Property, or addition to the Property, shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution, release or addition:
16 4849-323 7-2396/200855-0001
(a) a Written Certificate of the City to the effect that the Property, as constituted after such substitution, release or addition, (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds; (b) with respect to any substituted or added property, the City shall have obtained or caused to be obtained a CLTA or ALT A title insurance policy or policies with respect to the Property (as such term will be defined after such substitution or addition) that when taken together with other title insurance policies covering the Property, will be in the amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in Section 5.02 hereof; and
(c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the San Mateo County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted or added real property in the description of the Property contained herein and in the Ground Lease.

Section 9.04 Substitution of Project as Property. In addition to the release and substitution of property pursuant to Section 9.03 hereof, upon completion of Phase I described in Exhibit C hereto, the Property described in Exhibit A hereto may be released and upon such release, Phase I and the related real property upon which the Phase I improvements are located shall thereafter constitute the Property under this Lease Agreement and the Ground Lease, provided however, that no such substitution shall occur until there is delivered to the Trustee a Written Certificate of the City that the conditions set forth in Section 9 .03(b) and ( c) above have been satisfied and that the City has beneficial use and occupancy of Phase I.

ARTICLEX

MISCELLANEOUS
Section 10.01 Law Governing. THIS LEASE AGREEMENT SHALL BE GOVERNED

EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STA TE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.

Section 10.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City:
4849~323 7-2396/200855-000 I
City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
Attention: City Manager
17 If to the Authority: City of South San Francisco Public Facilities Financing Authority
c/o City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
Attention: Executive Director
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender's receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail~ return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 10.03 Validity and Severability. If for any reason this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event this Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 10.04 Net--Net--Net Lease. This Lease Agreement shall be deemed and construed to be a "net-net-net lease" and the City hereby agrees that the Rental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever and notwithstanding any dispute between the City and the Authority.

Section 10.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.

The City or any sublessee may, at the City's or such sublessee's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City or such sub lessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee. 18 4849-3237-2396/200855-0001
Section 10.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

Section 10.07 Amendments.
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon execution and delivery by the Authority and the City, but only with the prior written consent of the Owners of a majority of the principal amount of the Bonds then Outstanding pursuant to the Indenture, provided that no such amendment shall (i) extend the payment date of any Base Rental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions, without the prior written consent of the Owner of each Bond so affected, or (ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease. (b) This Lease Agreement and the Ground Lease and the rights and obligations of the Authority and the City hereunder and thereunder may also be amended at any time by an amendment hereto or thereto which shall become binding upon execution by the Authority and the City, without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners;
(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to questions arising hereunder or thereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect the interests of the Owners;
(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of the interest on the Bonds;
(iv) to provide for the substitution or release of a portion of the Property in accordance with the provisions of Sections 9.03 and 9.04 hereof; (v) to provide for the issuance of Additional Bonds in accordance with Article III of the Indenture; or
(vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel. 19 4849-3237-2396/200855-0001
Section 10.08 Assignment. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority's obligations and its rights to give consents or approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to the Assignment Agreement.

Section 10.09 Execution. This Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease Agreement.
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20 4849-3237-2396/200855-0001
IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

ATTEST:
4849-3237-2396/200855-0001

CITY OF SOUTH SAN FRANCISCO PUBLIC

FACILITIES FINANCING AUTHORITY
By:

S-1

EXHIBIT A

DESCRIPTION OF THE PROPERTY
All that real property situated in the City of South San Francisco., County of San Mateo, State of California, described as follows:

PARCEL 1:

PARCEL 1~ AS SAID PARCEL IS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL MAP 93-300, ORANGE MEMORIAL PARK11 , FILED ON DECEMBER 27, 1996 IN BOOK 69 OF PARCEL MAPS AT PAGES 57 THROUGH 59 IN THE OFFICE OF THE RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA.

PARCEL 2:

LOTS 18, 19 AND 20 IN BLOCK 125, AS SHOWN ON THAT CERTAIN MAP ENTITLED nsOUTH SAN FRANCISCO, SAN MATEO COUNTY., CALIFORNIA PLAT NO. 111 , FILED IN

THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE(S) 6 AND A COPY ENTERED INTO BOOK 2 OF MAPS., PAGE 52. EXCEPTING THEREFROM THOSE PORTIONS OF SAID PARCELS 18, 19 AND 20 AS PER DOCUMENT RECORDED JANUARY 31, 2020 AS INSTRUMENT No. 2020-008957 OF OFFICIAL RECORDS.

A-1
4849-3237-2396/200855-0001

EXHIBITB

BASE RENTAL PAYMENT SCHEDULE
Principal Interest Total
Interest Payment Date * Component Component Base Rental 06/01/2020 $407,155.56 $ 407,155.56
12/01/2020 916,100.00 916,100.00
06/01/2021 $ 935,000 916,100.00 1,851,100.00
12/01/2021 892,725.00 892,725.00
06/01/2022 980,000 892,725.00 1,872,725.00
12/01/2022 868,225.00 868,225.00
06/01/2023 1,030,000 868,225.00 1,898,225.00
12/01/2023 842,475.00 842,475.00
06/01/2024 1,080,000 842,475.00 1,922,475.00
12/01/2024 815,475.00 815,475.00
06/01/2025 1,135,000 815,475.00 1,950,475.00
12/01/2025 787,100.00 787,100.00
06/01/2026 1,190,000 787,100.00 1,977,100.00
12/01/2026 757,350.00 757,350.00
06/01/2027 1,250,000 757,350.00 2,007,350.00
12/01/2027 726,100.00 726,100.00
06/01/2028 1,310,000 726,100.00 2,036,100.00
12/01/2028 699,900.00 699,900.00
06/01/2029 1,365,000 699,900.00 2,064,900.00
12/01/2029 672,600.00 672,600.00
06/01/2030 1,420,000 672,600.00 2,092,600.00
12/01/2030 644,200.00 644,200.00
06/01/2031 1,475,000 644,200.00 2,119,200.00
12/01/2031 614,700.00 614,700.00
06/01/2032 1,535,000 614,700.00 2,149,700.00
12/01/2032 584,000.00 584,000.00
06/01/2033 1,595,000 584,000.00 2,179,000.00
12/01/2033 552,100.00 552,100.00
06/01/2034 1,660,000 552,100.00 2,212,100.00
12/01/2034 518,900.00 518,900.00
06/01/2035 1,725,000 518,900.00 2,243,900.00
12/01/2035 484,400.00 484,400.00
06/01/2036 1,795,000 484,400.00 2,279,400.00
12/01/2036 448,500.00 448,500.00
06/01/2037 1,870,000 448,500.00 2,318,500.00
12/01/2037 411,100.00 411,100.00
06/01/2038 1,940,000 411,100.00 2,351,100.00
12/01/2038 372,300.00 372,300.00
06/01/2039 2,020,000 372,300.00 2,392,300.00
* Base Rental Payments to be made no late than the Base Rental Deposit Date preceding each Interest Payment Date.

B-1
4849~3237-2396/200855-0001
12/01/2039 331,900.00 331,900.00
06/01/2040 2,100,000 331,900.00 2,431,900.00
12/01/2040 289,900.00 289,900.00
06/01/2041 2,185,000 289,900.00 2,474,900.00
12/01/2041 246,200.00 246,200.00
06/01/2042 2,270,000 246,200.00 2,516,200.00
12/01/2042 200,800.00 200,800.00
06/01/2043 2,365,000 200,800.00 2,565,800.00
12/01/2043 153,500.00 153,500.00
06/01/2044 2,460,000 153,500.00 2,613,500.00
12/01/2044 104,300.00 104,300.00
06/01/2045 2,555,000 104,300.00 2,659,300.00
12/01/2045 53,200.00 53,200.00
06/01/2046 2~660,000 53,200.00 2~713!200.00
Total $43,905,000 $28,383,255.56 $72,288,255.56
B-2
4849-3237-2396/200855-0001

EXHIBITC

DESCRIPTION OF PROJECT - PHASE I
Police Station Project- Civic Center Campus:

This Project consists of a new police facility of approximately 43,300 square feet to be located within the City's proposed new civic center campus. The police facility is planned to include two buildings and space for administration, operations, investigation, storage, support services, and training for the City's police department.

C-1
4849-3237~2396/200855-0001

EXHIBITD

FORM OF CERTIFICATE REGARDING INSURANCE
The Bank of New York Mellon Trust Company, N.A.

Attn: Corporate Trust Department
100 Pine Street, Suite 3200
San Francisco, CA 94111
Re: City of South San Francisco Public Facilities Financing Authority The undersigned, on behalf of the City of South San Francisco (the "City"), hereby certifies that the insurance policies required under Article V of the Lease Agreement dated as of March 1, 2020 (the "Lease Agreement"), by and between the City and the City of South San Francisco Public Facilities Financing Authority, are in full force and effect and the City is in full compliance with the requirements of Article V of the Lease Agreement. Included herewith is the schedule of such insurance policies.

Date: ____ ,20_

CITY OF SOUTH SAN FRANCISCO
By:

Authorized City Representative
4849-3237~2396/200855-0001

FIRST AMENDMENT TO LEASE AGREEMENT
Dated as of June 1, 2021
amending and supplementing the

LEASE AGREEMENT
dated as of March 1, 2020
by and between

CITY OF SOUTH SAN FRANCISCO
and

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY Relating to
$86,410,000

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
4812-5 580-l565v9/200855-0003

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .............................................................................................................. 2 Section 1.01 Definitions ........................................................................................................ 2 ARTICLE II AMENDMENTS AND EFFECTIVENESS ................................................................. 3 Section 2.01 Addition to Existing Property ........................................................................... 3 Section 2.02 Amendment to Base Rental Payment Schedule in Exhibit B ........................... 4 Section 2.03 Amendment to Section 5.0l(c) of the 2020 Lease Agreement.. ....................... 4 Section 2.04 Amendment to Section 9.04 of2020 Lease Agreement.. ................................ .4 Section 2.05 Effectiveness of First Amendment to Lease Agreement ................................. .4 ARTICLE III USE OF PROCEEDS .................................................................................................... 4 Section 3.01 Use of Proceeds of the Series 2021A Bonds ................................................... .4 AR TI CLE IV PREPAYMENT ............................................................................................................ 5 Section 4.01 Prepayment ....................................................................................................... 5 ARTICLE V MISCELLANEOUS ..................................................................................................... 5 Section 5.01 Survival of 2020 Lease Agreement .................................................................. 5 Section 5.02 Binding Effect ................................................................................................... 6 Section 5.03 Validity and Severability .................................................................................. 6 Section 5. 04 California Law .................................................................................................. 6 Section 5.05 Section Headings .............................................................................................. 6 Section 5.06 Execution .......................................................................................................... 6 Signatures

EXHIBIT A EXHIBITB EXHIBIT C
······················································································································ S-1
LEGAL DESCRIPTION ........................................................................................ A-1 BASE RENTAL PAYMENT SCHEDULE .......................................................... B-1 DESCRIPTION OF 2021A PROJECT .................................................................. C-1 4812-5580-1565v9/200855-0003

FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement (the "First Amendment to Lease Agreement"), dated as of June 1, 2021, is by and between the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (the "Authority"), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor, and the CITY OF SOUTH SAN FRANCISCO (the "City"), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and supplements and amends the Lease Agreement, dated as of March 1, 2020 (the "2020 Lease Agreement"), by and between the Authority and the City, as evidenced by that certain Memorandum of Lease Agreement recorded on March 11, 2020 in the Official Records of the County of San Mateo as Instrument No. 2020-022004 (as supplemented and amended by this First Amendment to Lease Agreement, the "Lease Agreement").

W I TN E S S E T H:

WHEREAS, the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), have entered into an Indenture, dated as of March 1, 2020 (the "2020 Indenture"), providing for the issuance of bonds secured on a parity thereunder; and WHEREAS, in order to provide for the payment of the bonds issued under the 2020 Indenture, the City and the Authority have entered into the Ground Lease, dated as of March 1, 2020 (the "2020 Ground Lease"), pursuant to which the City leased to the Authority certain real property belonging to the City, together with the City-owned improvements located thereon, as described in Exhibit A thereto ( collectively, the "Existing Property"), and the 2020 Lease Agreement, pursuant to which the Authority leased to the City the Existing Property; and WHEREAS, pursuant to Sections 3.05 and 3.06 of the 2020 Indenture, the Authority may at any time issue Additional Bonds pursuant to a Supplemental Indenture ( as defined in the 2020 Indenture); and
WHEREAS, pursuant to Section 10.07 of the 2020 Lease Agreement, the 2020 Lease Agreement may be amended to provide for the issuance of Additional Bonds (as defined in the 2020 Indenture) and to make such other changes or modifications as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners; and
WHEREAS, the City has determined in Resolution No. 86-2021 that it is in the public interest and will benefit the citizens of the City to have the Authority issue its City of South San Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A in the aggregate principal amount of $86,410,000 as Additional Bonds pursuant to the 2020 Indenture, as amended and supplemented by the First Supplemental Indenture dated as of June 1, 2021 (the "First Supplemental Indenture"), by and among the Authority, the City and the Trustee, to finance the costs of the acquisition, design, construction, installation, improvement, replacement and equipping of certain capital improvement projects of the City described in Exhibit C hereto ( collectively, the "202 lA Project"); and 4812-5580-1565v9/200855-0003
WHEREAS, to finance the 2021A Project, the City and the Authority will enter into a First Amendment to Ground Lease, dated as of even date herewith (the "First Amendment to Ground Lease"), which supplements and amends the 2020 Ground Lease by adding additional real property to the Existing Property leased thereunder, and into this First Amendment to Lease Agreement pursuant to which the City will lease back the additional real property added to the Existing Property pursuant to the First Amendment to Ground Lease as a part of the property leased to the City described in Exhibit A hereto, and agree to make Base Rental Payments sufficient to pay debt service on the Series 2020A Bonds and the Series 202 lA Bonds; and WHEREAS, the City and Authority desire to amend the 2020 Lease Agreement to provide that, upon the completion of Phase I of the Project (as defined in the 2020 Lease Agreement) and Community Civic Campus - Phase II (as defined herein), certain of the Property may be released from the Ground Lease and the Lease Agreement in accordance with the provisions of the Lease Agreement; and
WHEREAS, to provide funds to finance the 2021A Project, the Authority has issued the Series 2021A Bonds pursuant to the Indenture (as defined herein); and WHEREAS, in recognition of the issuance of the Series 202 lA Bonds, the Base Rental Payments shall be increased as described herein from those set forth in the 2020 Lease Agreement; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this First Amendment to Lease Agreement do exist, have happened and have been performed in a regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Amendment to Lease Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Except as otherwise provided in Section 1.01 of this First Amendment to Lease Agreement, all terms used herein which are defined in the 2020 Lease Agreement shall have the meanings assigned to them therein. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any supplement and amendment of the Lease Agreement have the meanings herein specified. All other capitalized terms used herein without definition shall have the meanings as set forth in the Indenture. "Assignment Agreement" means the Assignment Agreement, dated as of March 1, 2020, as amended by the First Amendment to Assignment Agreement, dated as of June 1, 2021, each by and between the Authority and the Trustee, as originally executed and as it may from time to time be further amended in accordance with the provisions thereof. 2 4812-5580-1565v9/200855-0003
"Base Rental Payment Schedule" means the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 of the 2020 Lease Agreement and attached hereto as Exhibit B, as from time to time amended as permitted in the Lease Agreement. "Community Civic Campus - Phase II" means the portion of the 2021A Project located on the property described under the heading "DESCRIPTION A-5: Commonly described as the site of the Library, Parks and Recreation and Community Theater I Council Chamber (LPR)" in Exhibit A hereto.
"Delivery Date" means, with respect to the Series 2021A Bonds, June 16, 2021. "Ground Lease" means the Ground Lease, dated as of March 1, 2020, as amended by the First Amendment to Ground Lease, dated as of June 1, 2021, each by and between the City and the Authority, as originally executed and as it may from time to time be further amended in accordance with to the provisions thereof and of the Lease Agreement. "Indenture" means the Indenture, dated as of March 1, 2020, as originally executed, as supplemented by the First Supplemental Indenture, dated as of June 1, 2021, each by and among the Authority, the City and the Trustee, and as it may from time to time be further amended or supplemented in accordance with the provisions thereof. "Lease Agreement" means the Lease Agreement, dated as of March 1, 2020, as originally executed, as supplemented and amended by this First Amendment to Lease Agreement, dated as of June 1, 2021, each by and between the City and the Authority, and as it may from time to time be further amended in accordance with the provisions thereof. "Series 2021A Bonds" means the City of South San Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A issued under the Indenture.

ARTICLE II

AMENDMENTS AND EFFECTIVENESS
Section 2.01 Addition to Existing Property. The City has previously leased from the Authority the Existing Property described in Exhibit A to the 2020 Lease Agreement and now desires to lease additional real property from the Authority pursuant to the terms of the 2020 Lease Agreement, which additional real property is described in Exhibit A hereto under the headings "DESCRIPTION A-1: Commonly described as the site of City Hall"; "DESCRIPTION A-2:

Commonly described as the site of the Public Works Corporation Yard"; "DESCRIPTION A-3:

Commonly described as the site of the City Senior Center"; "DESCRIPTION A-4: Commonly described as the site of Fire Station #61"; "DESCRIPTION A-5: Commonly described as the site of the Library, Parks and Recreation and Community Theater I Council Chamber (LPR)"; "DESCRIPTION A-6: Commonly described as the site of the Police Operations & 911 Dispatch Center"; and "DESCRIPTION A-7: Commonly described as the site of the Westborough Park and Fire Station #64." The Property includes all of the property described in Exhibit A attached hereto. 3 4812-5580-1565v9/200855-0003
Section 2.02 Amendment to Base Rental Payment Schedule in Exhibit B. The Base Rental Schedule as shown in Exhibit B of the 2020 Lease Agreement, is hereby amended and supplemented by deleting Exhibit B in its entirety and substituting the attached Exhibit B therefor.

Section 2.03 Amendment to Section 5.0l(c) of the 2020 Lease Agreement. Section

5.0l(c) of the 2020 Lease Agreement is hereby amended and restated in its entirety to read as follows:
"( c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property, which with respect to any portion of the Property for which initial construction of improvements thereon has not been completed, initially may be in the form of a builder's risk policy providing coverage in an amount not less than the construction costs expended for such projects and, if no builder's risk policy is in effect, in an amount not less than 100% of the replacement cost of such improvements. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City's obligations under this subsection may be satisfied by self-insurance, provided such self-insurance complies with the provisions of Section 5.04 hereof."
Section 2.04 Amendment to Section 9.04 of 2020 Lease Agreement. Section 9.04 of the 2020 Lease Agreement is hereby amended and restated in its entirety to read as follows:
"Substitution of Project as Property. In addition to the release and substitution of property pursuant to Section 9.03 hereof, upon completion of Phase I and Community Civic Campus - Phase II, the portions of the Property other than Phase I and Community Civic Campus - Phase II and the related real property upon which the Phase I and Community Civic Campus - Phase II improvements are located ( all as described in Exhibit A to the First Amendment to Lease Agreement under the following headings "DESCRIPTION A-5: Commonly described as the site of the Library, Parks and Recreation and Community Theater / Council Chamber (LPR)" and "DESCRIPTION A-6:

Commonly described as the site of the Police Operations & 911 Dispatch Center") may be released from this Lease Agreement and the Ground Lease, provided however, that no such release shall occur until there is delivered to the Trustee a Written Certificate of the City that the conditions set forth in Section 9.03(b) and (c) above have been satisfied and that the City has beneficial use and occupancy of the Property not being released."
Section 2.05 Effectiveness of First Amendment to Lease Agreement. This First Amendment to Lease Agreement shall be effective on the Delivery Date of the Series 2021A Bonds.

ARTICLE III

USE OF PROCEEDS
Section 3.01 Use of Proceeds of the Series 2021A Bonds. The parties hereto agree that the proceeds of the Series 2021A Bonds will be used to pay the costs of the 2021A Project and to pay for costs of issuance of the Series 2021A Bonds.
4 4812-5580-1565v9/200855-0003
Section 4.01 Prepayment.

ARTICLE IV

PREPAYMENT
(a) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2021A Bonds which are payable on or after June 1, 2032, from any source of available funds, on any date on or after June 1, 2031, by paying (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. (b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 202 lA Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section.
( c) If less than all of the Base Rental Payments attributable to the Series 202 lA Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
( d) Prepayments of Base Rental Payments attributable to the Series 202 lA Bonds made pursuant to this Section shall be applied to the redemption of Series 202 lA Bonds as directed by the City and as provided in Section 15.01 of the Indenture. ( e) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than 45 nor more than 60 days from the date such notice is given to the Authority.

ARTICLE V

MISCELLANEOUS
Section 5.01 Survival of 2020 Lease Agreement. Except as otherwise amended hereby, the 2020 Lease Agreement shall remain in full force and effect. 5 4812-5580-l 565v9/200855-0003
Section 5.02 Binding Effect. This First Amendment to Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns.

Section 5.03 Validity and Severability. If for any reason this First Amendment to Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event the Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of the Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 5.04 California Law. This First Amendment to Lease Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.

Section 5.05 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this First Amendment to Lease Agreement.

Section 5.06 Execution. This First Amendment to Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same First Amendment to Lease Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
6 4812-5580-1565v9/200855-0003
IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
osa Govea Acosta '/ l /
Secretary - V 1 /l 17,,
4812-5580-1565v8/200855-0003

CITY OF SOUTH SAN FRANCISCO
ByC(i k41qti11 harlesMiO'hael Futrell
City Manager

CITY OF SOUTH SAN FRANCISCO PUBLIC

FACILITIES FINANCING AUTHORITY
By:

S-1

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the City of South San Francisco, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of South San Francisco, pursuant to authority conferred by resolution of said City Council adopted on May 12, 2021, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: June 14, 2021
City Manager
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF SAN MA TEO )
On Ju/112.- '2oZ{ before me, A./arJe, id~ , Notary Public, personally appeared Wts 4/i{J,/.tl:C./ fi;/tetj__,,,, , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal
········~ MARIE ELLEN PATEA Notary Public - California Z San Mateo County
Commission #·2355993 .

Existing Property

EXHIBIT A

DESCRIPTION OF THE PROPERTY
Orange Memorial Park:

All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

PARCEL 1:

PARCEL 1, AS SAID PARCEL IS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL MAP 93-300, ORANGE MEMORIAL PARK", FILED ON DECEMBER 27, 1996 IN BOOK 69 OF PARCEL MAPS AT PAGES 57 THROUGH 59 IN THE OFFICE OF THE RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA.

Miller Parking Garage:

All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

PARCEL 2:

LOTS 18, 19 AND 20 IN BLOCK 125, AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA PLAT NO. 1 ", FILED IN

THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE(S) 6 AND A COPY ENTERED INTO BOOK 2 OF MAPS, PAGE 52.

EXCEPTING THEREFROM THOSE PORTIONS OF SAID PARCELS 18, 19 AND 20 AS PER DOCUMENT RECORDED JANUARY 31, 2020 AS INSTRUMENT No. 2020-008957 OF OFFICIAL RECORDS.

A-1
4812-5580-1565v9/200855-0003
DESCRIPTION A-1: Commonly described as the site of City Hall All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

LOTS 3 THROUGH 5, INCLUSIVE, IN BLOCK 116, AS SHOWN ON THAT CERTAIN MAP ENTITLED MAP OF SOUTH SAN FRANCISCO, PLAT NO. 1, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN BOOK 2 OF MAPS, PAGE 52.

APN: 012-304-010 (portion)
A-2
DESCRIPTION A-2: Commonly described as the site of the Public Works Corporation Yard All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

PARCEL A AS SHOWN ON THAT CERTAIN PARCEL MAP NO. 84-222, FILED FOR RECORD NOVEMBER 15, 1984 IN BOOK 55 OF PARCEL MAPS, PAGE 35, SAN MATEO COUNTY RECORDS.

APN: 014-051-100
A-3
DESCRIPTION A-3: Commonly described as the site of the City Senior Center All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

THE EASTERLY 1/2 OF LOT 38 AND ALL OF LOTS 39 AND 40 IN BLOCK 96 , AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL, PLAT NO. 1", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY THEREOF ENTERED IN BOOK 2 OF MAPS, PAGE 52.

APN: 012-241-200
A-4
DESCRIPTION A-4: Commonly described as the site of Fire Station #61 All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

BEGINNING AT THE POINT WHICH BEARS NORTH 74 27' WEST 415.95 FEET FROM THE MOST WESTERLY CORNER OF THAT CERTAIN 1.320 ACRE TRACT OF LAND

DESCRIBED IN DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT

COMPANY, A CORPORATION, TO SOUTH CITY LUMBER AND SUPPLY COMPANY, RECORDED IN BOOK 1081 OF OFFICIAL RECORDS, PAGE 68 THEREOF, RECORDS OF SAN MATEO COUNTY, CALIFORNIA; RUNNING THENCE FROM SAID POINT OF BEGINNING, NORTH 74 27' WEST 336.59 FEET TO A POINT OF THE EASTERLY LINE OF THAT CERTAIN 0.958 ACRE TRACT OF LAND DESCRIBED AS PARCEL I, IN A DEED

FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, TO CITY OF SOUTH SAN FRANCISCO, RECORDED IN BOOK 1111 OF OFFICIAL RECORDS, PAGE 162 THEREOF; THENCE SOUTH 15 33' WEST ON AND ALONG SAID LAST MENTIONED LINE 255.52 FEET TO THE MOST SOUTHERLY CORNER OF SAID 0.958 ACRE TRACT; THENCE SOUTH 74 27' EAST 336.59 FEET AND NORTH 15 33' EAST 255.52 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS

CONVEYED TO THE SAN MATEO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 6784 OF OFFICIAL RECORDS, PAGE 205 (22525-AI) RECORDS OF SAN MATEO COUNTY, CALIFORNIA.

ASSESSOR'S PARCEL NO: 014-061-110
A-5
DESCRIPTION A-5: Commonly described as the site of the Library, Parks and Recreation and Community Theater/ Council Chamber (LPR)
All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

PARCEL 1:

BOUNDED ON THE NORTHEAST BY PARCEL 5, SAN MATEO COUNTY LANDS,

DESCRIBED IN THE DEED FROM THE MARKET STREET RAILWAY COMPANY TO THE CITY AND COUNTY OF SAN FRANCISCO RECORDED IN BOOK 1161 OF OFFICIAL RECORDS, PAGE 1; ON THE NORTHWEST BY THE SOUTHEASTERLY BOUNDARY OF THE PARCEL CONVEYED BY ALVINA M. BORTISTO KAISER FOUNDATION HOSPITALS BY DEED DATED SEPTEMBER 12, 1966 AND RECORDED SEPTEMBER 14, 1966 IN BOOK 5214 OF OFFICIAL RECORDS, PAGE 708 (FILE NO. 95676-Z), ON THE SOUTHWEST BY THE PARCEL OF LAND CONVEYED BY JAMES L. FLOOD TO COUNTY OF SAN MATEO BY DEED DATED MARCH 10, 1913 AND RECORDED MAY 19, 1913 IN BOOK 225 OF DEEDS, PAGE 14 (EL CAMINO REAL) IN THE SAN MATEO COUNTY RECORDS AND ON THE SOUTHEAST BY THE NORTHWESTERLY LINE OF CHESTNUT A VENUE.

APN: 011-326-030
PARCEL 2:

REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 5 AS DESCRIBED IN THE DEED

FROM THE MARKET STREET RAILWAY COMPANY TO THE CITY AND COUNTY OF SAN FRANCISCO RECORDED SEPTEMBER 29, 1944 IN BOOK 1161, PAGE 1 OF OFFICIAL RECORDS AND A PORTION OF PARCEL 24 AS DESCRIBED IN THE DEED FROM THE

SPRING VALLEY WATER COMPANY TO THE CITY AND COUNTY OF SAN FRANCISCO RECORDED MARCH 03, 1930 IN BOOK 491, PAGE 1 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY CORNER OF PARCEL D-3102-1 DESCRIBED IN EXHIBIT A-4 ATTACHED TO THE FINAL ORDER OF

CONDEMNATION FILED IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SAN MATEO, ENTITLED "SAN MATEO COUNTY TRANSIT DISTRICT, PLAINTIFF, VS. CITY AND COUNTY OF SAN FRANCISCO, DEFENDANT", CASE NO. 405695, RECORDED FEBRUARY 11, 2004 AS INSTRUMENT NO. 2004- 025111, OFFICIAL RECORDS OF SAN MATEO COUNTY; THENCE THROUGH THE FOLLOWING NUMBERED COURSES:
1) FROM THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 3919.52 FEET AND A CENTRAL ANGLE OF 02° 11' 36" FROM WHICH THE RADIUS POINT BEARS NORTH 54° 26' 41" EAST, SOUTHEASTERLY ALONG SAID CURVE, AN ARC LENGTH OF 150.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE 2) CONTINUING ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 3919.52 FEET THROUGH A CENTRAL ANGLE OF 04° 20' 39" AN ARC LENGTH OF 297.18 FEET; THENCE A-6
3) SOUTH 42° 52' 23" EAST 499.97 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HA YING A RADIUS OF 3944.52 FEET FROM WHICH THE RADIUS POINT BEARS NORTH 40° 37' 34" EAST; THENCE 4) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02° 31' 17" AN ARC LENGTH OF 173.58 FEET TO THE NORTHWESTERLY LINE OF CHESTNUT A VENUE, 112 FEET WIDE; THENCE
5) NORTH 57° 58' 43" EAST ALONG SAID A VENUE 90.50 FEET TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HA YING A RADIUS OF 3859.53 FEET FROM WHICH THE RADIUS POINT BEARS NORTH 37° 38' 52" EAST; THENCE
6) NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14° 36' 13" AN ARC LENGTH OF 983.73 FEET; THENCE
7) SOUTH 52° 15' 05" WEST 59.99 FEET TO THE TRUE POINT OF BEGINNING.

APNS: 093-331-070 AND 093-331-080
A-7
DESCRIPTION A-6: Commonly described as the site of the Police Operations & 911 Dispatch Center
All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF CHESTNUT AVENUE, AS

SAID LINE IS DESCRIBED IN THAT CERTAIN QUIT CLAIM DEED FROM CALIFORNIA

WATER SERVICE COMPANY, A CORPORATION, TO THE CITY OF SAN FRANCISCO, DATED MARCH 29, 1949 AND RECORDED APRIL 13, 1949 IN BOOK 1648 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 61, (85325-H) DISTANT THEREON 43° 33' WEST, 110.03 FEET AND SOUTH 56° 45' 35" WEST, 99.15 FEET FROM THE INTERSECTION THEREOF WITH THE NORTHEASTERLY LINE OF A 50.00 FOOT WIDE EASEMENT

DESCRIBED AS PARCEL ONE IN THE DEED FROM 'CALIFORNIA WATER SERVICE

COMPANY, A CORPORATION, TO THE CITY OF SOUTH SAN FRANCISCO, DATED AUGUST 12, 1935 AND RECORDED MARCH 09, 1936 IN BOOK 680 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 232, (75074-C), SAID POINT ALSO BEING SOUTH 15° 33' WEST, 92.64 FEET, SOUTH 43° 33' WEST, 575.29 FEET, NORTH 59° 39' 57'' WEST, 82.18 FEET, SOUTH 43° 33' WEST, 110.03 FEET AND SOUTH 56° 45' 35" WEST, 99.15 FEET FROM THE SOUTHWESTERLY CORNER OF BLOCK 79, AS SAID BLOCK IS SHOWN ON "MAP OF SOUTH SAN FRANCISCO PLAT NO. 1", WHICH MAP WAS FILED IN THE

OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52;

THENCE FROM SAID POINT OF BEGINNING ALONG SAID NORTHWESTERLY LINE OF CHESTNUT AVENUE, SOUTH 56° 45' 35" WEST, 193.00 FEET TO A POINT THEREON, DISTANT NORTH 56° 45' 35" EAST, 23.84 FEET FROM THE NORTHEASTERLY LINE OF MISSION ROAD; THENCE LEAVING CHESTNUT AVENUE WESTERLY, TANGENT TO

THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HA YING A RADIUS OF 30.00 FEET AND A CENTRAL CURVE ANGLE OF 76° 56' 35", AN ARC DISTANCE OF 40.29 FEET TO A POINT ON SAID NORTHEASTERLY LINE OF MISSION ROAD; THENCE ALONG SAID LINE OF MISSION ROAD, TANGENT TO THE PRECEDING CURVE, NORTH 46° 17' 50" WEST, 77.75 FEET; THENCE NORTHWESTERLY, TANGENT

TO THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HA YING A RADIUS OF 467.00 FEET AND A CENTRAL ANGLE OF 25° 21' 39", AN ARC DISTANCE 206.71 FEET; THENCE LEAVING MISSION ROAD NORTH 56° 45' 35" EAST, 241.16 FEET; THENCE AT RIGHT ANGLES SOUTH 33° 14' 25" EAST, 304.00 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH A DRAINAGE EASEMENT 10 FEET IN WIDTH LYING

SOUTHEASTERLY OF, PARALLEL AND ADJACENT TO THE NORTHEASTERLY PRODUCTION OF THE COURSE HEREINABOVE DESIGNATED AS "NORTH 56° 45' 35" EAST, 241.16 FEET" AND EXTENDING FROM THE NORTHEASTERLY TERMINUS OF SAID COURSE 67.67 FEET TO A LINE WHICH BEARS 59° 39' 57" EAST.

TOGETHER WITH AN EASEMENT FOR SEWER PURPOSES OVER A STRIP OF LAND 10 FEET WIDE, LYING 5 FEET EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF THE FIRST ABOVE DESCRIBED PARCEL, DISTANT ON SAID LINE NORTH 33° 14' 25" WEST, 81.00 FEET A-8
FROM THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE FROM SAID POINT OF BEGINNING NORTH 74° 50' 00" EAST, 195.49 FEET TO A POINT IN THE

NORTHWESTERLY LINE OF CHESTNUT AVENUE, SAID EASEMENT IS CONTIGUOUS AT IS

WESTERLY EXTREMITY WITH THE NORTHEASTERLY LINE OF SAID FIRST ABOVE DESCRIBED PARCEL, AND IS CONTIGUOUS AT ITS EASTERLY EXTREMITY WITH THE NORTHWESTERLY LINE OF CHESTNUT A VENUE.

APN: 011-322-030
A-9
DESCRIPTION A-7: Commonly described as the site of the Westborough Park and Fire Station #64
All that real property situated in the City of South San Francisco, County of San Mateo, State of California, described as follows:

PARCEL 1:

BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF GALWAY PLACE WITH THE NORTHERLY BOUNDARY LINE TRACT NO. 798, WESTBOROUGH UNIT NO. lB, AS SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT NO. 798, WESTBOROUGH UNIT NO. lB, SAN MATEO COUNTY, CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE

OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON SEPTEMBER 13, 1961 IN BOOK 55 OF MAPS, PAGES 16 AND 17; SAID NORTHERLY

BOUNDARY LINE BEING ALSO THE SOUTHERLY RIGHT OF WAY LINE OF WESTBOROUGH BOULEY ARD, 90.00 FEET WIDE, AS DESCRIBED IN THE DEED FILED IN BOOK 4033 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 514; THENCE

ALONG THE NORTHEASTERLY PROLONGATION OF THE CENTERLINE OF THE AFORESAID GALWAY PLACE, NORTH 27° 10' EAST 90.60 FEET TO A POINT IN THE NORTHERLY, LINE OF SAID WESTBOROUGH BOULEY ARD; THENCE ALONG THE NORTHERLY LINE OF SAID WESTBOROUGH BOULEY ARD, WESTERLY; ON THE ARC OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH 62° 50' WEST, WITH A RADIUS OF 1045.00 FEET, SUBTENDING A CENTRAL ANGLE OF 9° 21' AN ARC DISTANCE OF 170.34 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT OF BEGINN1NG, AND CONTINUING ALONG THE NORTHERLY LINE OF

SAID WESTBOROUGH BOULEVARD, WESTERLY, ON THE ARC OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH 72° 11' WEST, WITH A RADIUS OF 1045 FEET, SUBTENDING A CENTRAL ANGLE OF 6° 47' 50", AN ARC DISTANCE OF 123.97 FEET; ON THE ARC OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH 78° 58' 50" WEST, WITH A RADIUS OF 1300 FEET, SUBTENDING A CENTRAL ANGLE OF 8° 17' 10", AN ARC DISTANCE OF 188.01 FEET, THENCE LEAVING SAID WESTBOROUGH BOULEY ARD LINE, NORTH 9° 50' 43" WEST 606.65 FEET; NORTH 5° 57' WEST 22.00 FEET; NORTH 84° 03' EAST 215.00 FEET; SOUTH 5° 57' EAST 12.00 FEET; NORTH 84° 03' EAST

80.00 FEET; NORTH 5° 57' WEST 12.00 FEET; NORTH 84° 03' EAST 119.69 FEET; NORTH 86° 21' 50" EAST 470.70 FEET; SOUTH 18° 50' WEST 350.36 FEET; ON THE ARC OF A CURVE

TO THE RIGHT, TANGENT TO THE LAST PRECEDING COURSE, WITH A RADIUS OF 1100.00 FEET, SUBTENDING A CENTRAL ANGLE OF 8° 20', AN ARC DISTANCE OF 159.99 FEET; SOUTH 27° 10' WEST, 95.11 FEET; NORTH 62° 50' WEST 185.350 FEET; AND SOUTH 17° 49' WEST 280.50 FEET TO THE TRUE POINT OF BEGINNING.

APN: 091-150-080
PARCEL 2:

COMMENCING FOR REFERENCE AT THE INTERSECTION OF THE CENTERLINE OF GALWAY PLACE WITH THE NORTHERLY BOUNDARY LINE OF TRACT NO. 798, WESTBOROUGH UNIT NO. lB, AS SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT NO. 798, WESTBOROUGH UNIT NO. lB, SAN MATEO COUNTY, CALIFORNIA", FILED IN A-10

THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON SEPTEMBER 13, 1961 IN BOOK 55 OF MAPS, PAGE(S) 16 AND 17; SAID

NORTHERLY BOUNDARY LINE BEING ALSO THE SOUTHERLY RIGHT OF WAY OF WESTBOROUGH BOULEY ARD 90.00 FEET WIDE AS DESCRIBED IN VOLUME 4033 OF OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO, PAGE 514; THENCE ALONG THE

NORTHEASTERLY PROLONGATION OF THE CENTERLINE OF AFORESAID GALWAY PLACE NORTH 27° 10" EAST 118.32 FEET; LEAVING SAID LINE AT A RIGHT ANGLE NORTH 62° 50' WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING IN THE LINE

PARALLEL WITH SAID NORTHEASTERLY

PROLONGATION OF THE CENTERLINE OF GALWAY PLACE AND AT RIGHT ANGLES DISTANT 30.00 FEET THEREOF; THENCE FROM SAID TRUE POINT OF BEGINNING ALONG SAID PARALLEL LINE NORTH 27° 10' EAST 234.57 FEET; LEAVING SAID LINE AT A RIGHT ANGLE NORTH 62° 50' WEST 185.35 FEET; SOUTH 17° 49' WEST 280.50 FEET TO A POINT IN THE NORTHERLY LINE OF AFORESAID WESTBOROUGH BOULEVARD; THENCE ALONG LAST SAID LINE EASTERLY FROM A TANGENT BEARING SOUTH 72° 11' EAST, ON THE ARC OF A CURVE TO THE RIGHT WITH A RADIUS OF 1045.00 FEET, SUBTENDING A CENTRAL ANGLE OF 6° 09' 02", AN ARC DISTANCE OF 112.18 FEET TO A POINT OF REVERSE CURVATURE; LEAVING SAID NORTHERLY LINE OF WESTBOROUGH BOULEVARD EASTERLY, FROM A TANGENT BEARING SOUTH 66° 01' 58" EAST, ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 30.00 FEET, SUBTENDING A CENTRAL ANGLE OF 86° 48' 02", AN ARC DISTANCE OF 45.45 FEET TO THE TRUE POINT OF BEGINNING.

APN: 091-150-090
A-11

EXHIBITB

BASE RENTAL PAYMENT SCHEDULE
Principal Interest Total
Interest Payment Date * Component Component Base Rental 12/01/2021 $ 2,476,908.33 $ 2,476,908.33
06/01/2022 $ 3,190,000 2,620,925.00 5,810,925.00
12/01/2022 2,552,225.00 2,552,225.00
06/01/2023 3,185,000 2,552,225.00 5,737,225.00
12/01/2023 2,483,375.00 2,483,375.00
06/01/2024 3,320,000 2,483,375.00 5,803,375.00
12/01/2024 2,411,575.00 2,411,575.00
06/01/2025 3,465,000 2,411,575.00 5,876,575.00
12/01/2025 2,336,600.00 2,336,600.00
06/01/2026 3,615,000 2,336,600.00 5,951,600.00
12/01/2026 2,258,350.00 2,258,350.00
06/01/2027 3,770,000 2,258,350.00 6,028,350.00
12/01/2027 2,176,700.00 2,176,700.00
06/01/2028 3,935,000 2,176,700.00 6,111,700.00
12/01/2028 2,098,000.00 2,098,000.00
06/01/2029 4,090,000 2,098,000.00 6,188,000.00
12/01/2029 2,016,200.00 2,016,200.00
06/01/2030 4,255,000 2,016,200.00 6,271,200.00
12/01/2030 1,931,100.00 1,931,100.00
06/01/2031 4,425,000 1,931,100.00 6,356,100.00
12/01/2031 1,842,600.00 1,842,600.00
06/01/2032 4,600,000 1,842,600.00 6,442,600.00
12/01/2032 1,750,600.00 1,750,600.00
06/01/2033 4,785,000 1,750,600.00 6,535,600.00
12/01/2033 1,654,900.00 1,654,900.00
06/01/2034 4,975,000 1,654,900.00 6,629,900.00
12/01/2034 1,555,400.00 1,555,400.00
06/01/2035 5,175,000 1,555,400.00 6,730,400.00
12/01/2035 1,451,900.00 1,451,900.00
06/01/2036 5,385,000 1,451,900.00 6,836,900.00
12/01/2036 1,344,200.00 1,344,200.00
06/01/2037 5,600,000 1,344,200.00 6,944,200.00
12/01/2037 1,232,200.00 1,232,200.00
06/01/2038 5,820,000 1,232,200.00 7,052,200.00
12/01/2038 1,115,800.00 1,115,800.00
06/01/2039 6,055,000 1,115,800.00 7,170,800.00
12/01/2039 994,700.00 994,700.00
06/01/2040 6,295,000 994,700.00 7,289,700.00
12/01/2040 868,800.00 868,800.00
* Base Rental Payments to be made no later than the Base Rental Deposit Date preceding each Interest Payment Date.

B-1
4812-5580-1565v9/200855-0003
06/01/2041 6,550,000 868,800.00 7,418,800.00
12/01/2041 737,800.00 737,800.00
06/01/2042 6,810,000 737,800.00 7,547,800.00
12/01/2042 601,600.00 601,600.00
06/01/2043 7,085,000 601,600.00 7,686,600.00
12/01/2043 459,900.00 459,900.00
06/01/2044 7,365,000 459,900.00 7,824,900.00
12/01/2044 312,600.00 312,600.00
06/01/2045 7,660,000 312,600.00 7,972,600.00
12/01/2045 159,400.00 159,400.00
06/01/2046 7~970~000 159~400.00 8)29,400.00
Total $129,380,000 $77,790,883.33 $207,170,883.33
B-2
4812-5580-l 565v9/200855-0003

EXHIBIT C
DESCRIPTION OF 2021A PROJECT
Community Civic Campus - Library, Parks and Recreation and Community Theater/Council Chamber: This portion of the 2021A Project consists of the construction of a new civic center building with three-stories and approximately 83,000 square feet. The building will house a community library, the City's Department of Parks and Recreation and the City Council chambers.

This portion of the 2021A Project also includes an approximately 1.3 acre community park, which is part of the new Community Civic Campus.

Street Paving Program: This portion of the 202 lA Project consists of the repair and reconstruction of City streets including costs of slurry seal, overlay and surface reconstruction.

Solar Project: This portion of the 202 lA Project consists of the acquisition and installation of solar panels to be located at the new Community Civic Campus and the City's Public Works Corporation Yard.

C-1
4812-5580-1565v9/200855-0003