Cities Index.
4a. Assignment Agreement and First Amendment

South San Francisco City Council
May 11, 2022

Document
4a. Assignment Agreement and First Amendment
Meeting
May 11, 2022
Body
South San Francisco City Council
Original file
1.0 MB
Text extracted from the city's file for reading and search. Open the original on ci-ssf-ca.legistar1.com. That file is the official record.

Whe11 Recorded ~mm11To: ____ _
First American ntle Insurance Company
Notional Commerclal Services
18500 Von Korman Avenue, Suite 600
l~ine,CA 92612 ~ 17,.,7•1 _ o• _ ~.\ J File No: NCS __ J.....__ .... ~_ 7 t RECORDING REQUESTED BY:

City of South San Francisco Public Facilities
Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Y occa Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.
2020-022005
9:21 am 03/11/20 AG Fee: NO FEE
Count of Pages 8
Recorded in Official Records
County of San Mateo
Mark Church
11111111111111iiiil]i1i1H1niij1il]\1iiffil1H1I 1111111111111 * $ R O O O 2 8 3 3 3 8 5 $ * AL
[Space above for Recorder's use.]
This Assignment Agreement is recorded for the benefit of the City of South San Francisco and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code.

ASSIGNMENT AGREEMENT
by and between

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
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
When Recoraea rmtotttTo:
___ _
First American Title Insurance Company
Nolionol Commerclal Services
18500 Von Karman Avenue, Suite 600
lr~ine,CA 9261 2 ~1~271.l _ 0 I -1$~ I File No: NCS
_ _ _! ___ , 7
RECORDING REQUESTED BY:

City of South San Francisco Public Facilities
Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Y occa Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.
[Space above for Recorder's use.]
This Assignment Agreement is recorded for the benefit of the City of South San Francisco and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code.

ASSIGNMENT AGREEMENT
by and between

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY and
THE BANK OF NEW YORK MELLON TRUST COMP ANY, N.A.,
as Trustee
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

ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Assignment Agreement"), executed and entered into as of March 1, 2020, is by and between the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the "Authority"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, as Trustee (the "Trustee").

WITNESS ETH:

WHEREAS, the City of South San Francisco (the "City") and the Authority desire to finance the costs of the acquisition, construction and/or installation of a new City police station and related improvements, facilities and equipment (the "Project"); WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon (the ~'Property") to the Authority pursuant to a Ground Lease, dated as of the date hereof (the "Ground Lease''), and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the "Lease Agreement"); WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, under the Lease Agreement, the City is obligated to make Base Rental Payments (as defined in the Lease Agreement) to the Authority; WHEREAS, the Authority desires to assign without recourse certain of its rights in the Ground Lease and the Lease Agreement, including its right to receive the Base Rental Payments, to the Trustee for the benefit of the owners of bonds ( the "Bonds") to be issued pursuant to the Indenture, dated as of the date hereof ( as supplemented from time to time in accordance with the terms thereof, the "Indenture"), by and among the Authority, the City and the Trustee; 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 Assignment 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 Assignment Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the owners of the Bonds, all of its right, title and interest in and to the Ground Lease and the Lease Agreement including, without limitation, its right to receive the Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement; provided, however, that the Authority shall retain its obligations under the Lease Agreement and Ground Lease, the rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.

Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment, subject to the terms and provisions of the indenture, and all such Base Rental Payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Lease Agreement and the Indenture.

Section 3. Conditions. This Assignment Agreement shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture.

Section 4. Further Assurances. The Authority shall make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for the better assuring and confirming to the Trustee, for the benefit of the owners of the Bonds, the rights intended to be conveyed pursuant hereto.

Section 5. Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE

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

Section 6. Execution. This Assignment 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 Assignment Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2 IN WITNESS WHEREOF, the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.

ATTEST:
osa Govea Acosta
Secretary
4813-6518-2380/200855-0001

CITY OF SOUTH SAN FRANCISCO PUBLIC

FACILITIES FINANCING AUTHORITY
By:

THE BANK OF NEW YORK MELLON 1RUST
COMPANY, N.A., as Trustee
By:
3 SIGNED IN COUNTERPART
Fanny Chen
Authorized Officer
IN WITNESS WHEREOF, the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.

ATTEST:

Rosa Govea Acosta
Secretary

CITY OF SOUTH SAN FRANCISCO PUBLIC

FACILITIES FINANCING AUTHORITY
By:

SIGNED IN COUNTERPART
Michael Futrell
Executive Director
THE BANK OF NEW YORK MELLON TRUST ::MP~ rus:_
3 Fanny Chen
Authorized Officer
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.

ST A TE OF CALIFORNIA )
) ss.

COUNTY OF SAN MA TEO )
On &/anc& 51 2020 before me, fl/Mle f!{{w f tt:ft:'tc__, , Notary Public, personally appeared CbMIW A/1d\/1.ll fu+ret{ ..1 , 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 PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

MARIE ELLEN PATEA
Notary Public • Catilornia j San Mateo County I
z Commission II 2180268 L • • 0 • .Ml ~omre· ;x~r:,s !e~ 1.s,.2i2 ii 4819-6506-6422/200855-0001

ACKNOWLEDGMENT
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
County of Los Angeles
On March 4, 2020 before me, James Louis Dickson
(insert name and title of the officer)
personally appeared _F_a_n_n_y_C_h_e_n _____________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under 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.

I
Signaturel,_,·_.,__ ---=~---------- (Seal)

JAMES LOUIS DICKSON
COMM. #2290275 z
Notary Public • California
nty
27, 2023

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 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.

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. l", 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
. RECORDING REQUESTED BY
FIRST AMERICAN TITLE CO.

NATIONAL COMMERCIAL SERVICES
~s-q-n,z, ,-,4--C(p-~v\i
RECORDING REQUESTED BY:
2021-091068
9:39 am 06/15/21 A3 Fee: NO FEE
Count of Pages 18
Recorded in Official Records
County of San Mateo
City of South San Francisco Public Facilities Mark Church Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth 11111111111111n]r1milli~~111 1 ~~m1111liir1111 111111111
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.
* $ R O O O 3 0 8 9 5 4 7 $ *
[Space above for Recorder's use.]
This Frrst Amendment to Assignment Agreement is recorded for the benefit of the City of South San Francisco and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.l (a)(2)(D) and (d)(2) of the California Government Code.

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

ASSIGNMENT AGREEMENT
dated as ofMarch 1, 2020
by and between

CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY and
THE BANK OF NEW YORK MELLON TRUST COMP ANY, N.A.,
as Trustee
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
4853-0540-2077v8/200855-0003

FIRST AMENDMENT TO ASSIGNMENT AGREEMENT
TffiS FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (this "First Amendment to Assignment Agreement"), executed and entered into as of June 1, 2021, is by and between the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the "Authority"), and THE BANK OF NEW YORK MELLON TRUST Co:tv1PANY, N.A., a national banking association organized and existing under the laws of the United States, as Trustee (the "Trustee") and amends and supplements the Assignment Agreement, dated as of March 1, 2020 (the "2020 Assignment Agreement"), by and between the Authority and the Trustee, recorded on March 11, 2020 in the Official Records of the County of San Mateo as Instrument No. 2020-022005 (as supplemented and amended by this First Amendment to Assignment Agreement, the "Assignment Agreement'').

WITNESSETH:

WHEREAS, the Authority previously issued its City of South San Francisco Public Facilities Financing Authority (Police Station: Project) Lease Revenue Bonds, Series 2020A to fmance the costs of the acquisition, construction and/or installation of certain facilities of the City of South San .Francisco (the "City"), and in connection therewith, the City leased certain real property and the improvements located thereon (the "Existing Property") to the Authority pursuant to a Ground Lease, dated as ofMarch 1, 2020 (the "2020 Ground Lease"), recorded on March 11, 2020 in the Official Records of the County of San Mateo as Instrument No. 2020-022003, and the City subleased the Existing Property back from the Authority pursuant to a Lease Agreement, dated as of March 1, 2020 (the "2020 Lease Agreement'') recorded on March 11, 2020 in the Official Records of the County of San Mateo as Instrument No. 2020-022004; and WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of a new City library, council chamber, parks and recreation facilities, and a community theater to be located within the City's new Community Civic Campus, street and roadway improvements located within the City, solar equipment to be located on City property, and related improvements, facilities and equipment (the "2021A Project"); and WHEREAS, in order to finance the 202 lA Project, the City will lease certain additional real property and the improvements located thereon (together with the Existing Property, the "Property") to the Authority pursuant to the 2020 Ground Lease, as amended by the First Amendment to Ground Lease dated as of June 1, 2021, and the City will sublease the Property back from the Authority pursuant to the 2020 Lease Agreement, as amended by the First Amendment to Lease Agreement dated as of June 1, 2021 (as amended, the "Lease Agreement"); WHEREAS, the Authority and the Trustee desire to amend the 2020 Assignment Agreement to include all of the Property in Exhibit A hereto;
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 Assignment 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 First Amendment to Assignment Agreement; 1 4853-0540-2077v8/200855-0003
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Amendment to Exhibit A of 2020 Assignment Agreement. Exhibit A to the 2020 Assignment Agreement is hereby amended to include all of the Property set forth in Exhibit A hereto.

Section 2. Conditions. This First Amendment to Assignment Agreement shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture (as defined in the Lease Agreement).

Section 3. Further Assurances. The Authority shall make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this First Amendment to Assignment Agreement, and for the better assuring and confirming to the Trustee, for the benefit of the owners of the Bonds, the rights intended to be conveyed pursuant hereto.

Section 4. Effectiveness of First Amendment to Assignment Agreement. This First Amendment to Assignment Agreement shall be effective upon the issuance of the Series 2021A Bonds (as defined in the Lease Agreement).

Section 5. Governing Law. TIIlS FIRST AMENDJvIBNT TO ASSIGNMENT

AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TJJvIB TO TIME EXIST.

Section 6. Execution. This First Amendment to Assignment 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 Assignment Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2 4853-0540-2077v8/200855-0003
IN WITNESS WHEREOF, the Authority and the Trustee have caused this First Amendment to Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above~written. .. " - -:
.. : : 4 ~: • .. • •
"'• ,• .. ••• I:
4853-0540-2077v7/200855-0003

CITY OF SOUTH SAN FRANCISCO PUBLIC

FACILITIES FINANCING AUTHORITY
By:aMt~ Executive Director

THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A., as Trustee
By:
3 SIGNED IN COUNtERPARr
Janette San Luis
Vice President
IN WITNESS WHEREOF, the Authority and the Trustee have caused this First Amendment to Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.

ATTEST:

SIGNED IN COUNlERPARr
Rosa Govea Acosta
Secretary
4853-0540-2077v7/200855-0003

CITY OF SOUTH SAN FRANCISCO PUBLIC

FACILITIES FINANCING AUTHORITY
By:

SIGNED IN COUNIERfflRr
Charles Michael Futrell
Executive Director

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
3 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 SOUTH SAN MATEO )
On i 'ZoU before me, MMe etl.t;t , Notary Public,
personally appeared {jw{l!S. fffj(!,,A{le./ ~L , who proved to me on the basis of satisfactory evi&nce 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 PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal
••••••••
MARIE ELLEN PATEA f
otary Public - Catlfor.nfa
San Mateo CotJnty mmission If 2355993

ACKNOWLEDGMENT
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
County of San Francisco )
on June 9, 2021 before me, Josephine S. Libunao, Notary Public (insert name and title of the officer)
personally appeared _J_a_n_ett_e_S_a_n_L_u_is ___________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under 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.

Signature%~ (Seal)
u
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:

PARCEL2:

LOTS 18, 19 AND 20 IN BLOCK 125, AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA PLAT NO. l ", 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
4853-0540-2077v8/200855-0003
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
4853-0540-2077v8/200855-0003
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
4853-0540-2077v8/200855"0003
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. 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 6 AND A COPY THEREOF ENTERED IN BOOK 2 OF MAPS, PAGE 52.

APN: 012-241-200
A-4
4853-0540-2077v8/200855-0003
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 COMP ANY, 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
4853-0540-2077v8/200855-0003
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 COiv.fPANY 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 lN 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 lN EXHIBIT A-4 ATTACHED TO THE FINAL ORDER OF CONDEiviNATION FILED IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA lN 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
4853-0540-2077v8/200855-0003
3) SOUTH 42° 521 23" EAST 499.97 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 3944.52 FEET FROM WIIlCH 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 HAVING 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° 15t 05" WEST 59.99 FEET TO THE TRUE POINT OF BEGINNING.

APNS: 093-331-070 AND 093-331-080
A-7
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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 CHES1NUT A VENUE, 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. l", 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 NORTHEASTERLY LINE OF MISSION ROAD; THENCE LEAVING CHESTNUT A VENUE WESTERLY, TANGENT TO

THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HAVING A RADIDS OF 30.00 FEET AND A CENTRAL CURVE ANGLE OF 76° 561 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 HAVING A RADIDS OF 467.00 FEET AND A CENTRAL ANGLE OF 25° 21' 39", AN ARC DISTANCE 206.71 FEET; THENCE LEAVING MISSION ROAD NORTH 56° 451 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 DRAJNAGE 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° 141 25" WEST., 81.00 FEET A-8
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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 A VENUE, 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
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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 BOULEVARD, 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 BOULEVARD; THENCE ALONG THE NORTHERLY LINE OF SAID WESTBOROUGH BOULEVARD, 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 BEGINNING, 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' 50ft, 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 BOULEVARD 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
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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 BOULEY ARD; 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 RADIDS 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
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