1 RECORDING REQUESTED BY:
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WHEN RECORDED MAIL TO:
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SPACE ABOVE FOR RECORDER'S USE ONLY
(APN: 015-031-090)
PARTIAL DELEGATION OF EASEMENT RIGHTS
This PARTIAL DELEGATION OF EASEMENT RIGHTS (“Delegation”) is made and effective as of the date of recordation hereof (“Effective Date”) by and between PROLOGIS USLV NEWCA 2, LLC, a Delaware limited liability company, in its capacity as the Owner of APN 8 (as defined below) (“175 Sylvester Owner”), SSF East Grand Venture, LLC, a Delaware limited liability company, in its capacity as the Owner of APN 7 (as defined below) (“145 Sylvester Owner”), SSF East Grand Venture, LLC, a Delaware limited liability company, in its capacity as the Owner of APN 6 (as defined below), (“129 Sylvester Owner”, and together with 145 Sylvester Owner, collectively, “TCC Owner”), PROLOGIS USLV NEWCA 2, LLC, a Delaware limited liability company, as successor by merger to Prologis-Exchange CA 2015 LLC, a Delaware limited liability company, in its capacity as the Owner of APN 10 (as defined below) (“170 Associated Owner”), BAKER PROPERTIES, a California corporation, a Delaware limited liability company, in its capacity as the Owner of APN 15 (as defined below) (“160 Sylvester Owner”), Baker Properties, a California corporation, a Delaware limited liability company, in its capacity as the Owner of APN 14 (as defined below) (“180 Sylvester Owner”, and together with 160 Sylvester Owner, collectively, “Baker Owner”), PROLOGIS USLV NEWCA 2, LLC, a Delaware limited liability company, in its capacity as the Owner of APN 13 (as defined below) (“APN 13 Owner”), PROLOGIS USLV NEWCA 2, LLC, a Delaware limited liability company, in its capacity as the Owner of APN 12 (as defined below) (“105 Associated Owner”) and PROLOGIS USLV NEWCA 2, LLC, a Delaware limited liability company, as successor interest to Prologis-Exchange CA 2010 LLC, in its capacity as the Owner of APN 11 (as defined below) (“101 Associated Owner” and together with 175 Sylvester Owner, 105 Associated Owner, 101 Associated Owner, 170 Associated Owner and APN 13 Owner, collectively “Prologis Owner”) (each, an “Easement Holder” and collectively, “Easement Holders” or “Owners”) and the City of South San Francisco (“City”), with reference to the facts set forth below. Easement Holder(s) and City are sometimes individually referred to as a “party” and collectively as “parties.”
RECITALS
A. 175 Sylvester Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “1” attached hereto (“APN 8”).
Pursuant to that certain Grant of Easement dated as of July 26, 1956 and recorded in the Official Records of the County of San Mateo (“Official Records”) on July 11, 1956 in Book 3068 at Page 489 (the “3068- 489 Easement”), 175 Sylvester Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals over, on and across certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “A” attached hereto (the “Easement Area”) for purposes of ingress to and egress from APN 8.
B. 145 Sylvester Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “2” attached hereto (“APN7”).
Pursuant to that certain Grant of Easement dated as of November 5, 1956 and recorded in the Official Records on December 26, 1956 in Book 3148 at Page 626 (the “3148-626 Easement”), 129 Sylvester 2 Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals over, on and across the Easement Area for purposes of ingress to and egress from APN 7.
C. 129 Sylvester Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “3” attached hereto (“APN 6”).
Pursuant to that certain Grant of Easement dated as of November 30, 1956 and recorded in the Official Records on December 31, 1956 in Book 3152 at Page 315 (the “3152-315 Easement”), 129 Sylvester Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals over, on and across the Easement Area for purposes of ingress to and egress from APN 6.
D. 170 Associated Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “4” attached hereto (“APN 10”).
Pursuant to that certain Grant Deed dated as of August 6, 1954 and recorded in the Official Records on August 12, 1954 in Book 2632 at Page 77 (the “2632-77 Easement”), 170 Associated Owner has a nonexclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals, and as a right of way for water, gas, oil and sewer pipe lines and for telephone, electric light and power lines, together with the necessary poles or underground conduits to carry said lines over, over, along and under the Easement Area.
E. 160 Sylvester Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “5” attached hereto (“APN 15”).
Pursuant to that certain Grant Deed dated as of May 17, 1955 and recorded in the Official Records on May 24, 1955 in Book 2803 at Page 598 (the “2803-598 Easement”), 160 Sylvester Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals, and as a right of way for water, gas, oil and sewer pipe lines and for telephone, electric light and power lines, together with the necessary poles or underground conduits to carry said lines over, over, along and under the Easement Area.
F. 180 Sylvester Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “6” attached hereto (“APN 14”).
Pursuant to that certain Grant Deed dated as of April 3, 1956 and recorded in the Official Records on April 11, 1956 in Book 3003 at Page 594 (the “3003-594 Easement”), 180 Sylvester Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals, and as a right of way for water, gas, oil and sewer pipe lines and for telephone, electric light and power lines, together with the necessary poles or underground conduits to carry said lines over, over, along and under the Easement Area.
G. APN 13 Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “7” attached hereto (“APN 13”). Pursuant to that certain Grant Deed dated as of March 10, 1955 and recorded in the Official Records on March 16, 1955 in Book 2760 at Page 6 (the “2760-06 Easement”), APN 13 Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals, and as a right of way for water, gas, oil and sewer pipe lines and for telephone, electric light and power lines, together with the necessary poles or underground conduits to carry said lines over, over, along and under the Easement Area.
H. 105 Associated Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “8” attached hereto (“APN 12”).
Pursuant to that certain Grant Deed dated as of March 15, 1955 and recorded in the Official Records on March 17, 1955 in Book 2761 at Page 391 (the “2761-391 Easement”), 105 Associated Owner has a nonexclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals, and as a right of way for water, gas, oil and sewer pipe lines and for telephone, electric light and power lines, together with the necessary poles or underground conduits to carry said lines over, over, along and under the Easement Area.
I. 101 Associated Owner is the fee owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, described on Exhibit “9” attached hereto (“APN 11”). 3 Pursuant to that certain Grant Deed dated as of January 28, 1957 and recorded in the Official Records on February 25, 1957 in Book 3178 at Page 606 (the “3178-606 Easement”), 101 Associated Owner has a non-exclusive easement for use as a roadway for vehicles of all kinds, pedestrians and animals, and as a right of way for water, gas, oil and sewer pipe lines and for telephone, electric light and power lines, together with the necessary poles or underground conduits to carry said lines over, over, along and under the Easement Area.
J. PROLOGIS USLV NEWCA 2, LLC, a Delaware limited liability company, as the owner of APN 2 and APN 16, along with the 105 Associated Owner and the APN 13 Owner, is undertaking (or causing to be undertaken) a development project at 100 East Grand Avenue, for which the City approved entitlements and issued related approvals on ____________, for Planning Permit P21-0087. Pursuant to Engineering Condition of Approval No. 14 (as may be amended or modified from time to time, the “100 East Grand Condition”), the City requires Owner to provide the dedication of a new 46’ Public Access and Utility Easement on Sylvester Road from the East Grand Avenue Right-of-Way to the southern limits of the Access Road intersection (as such terms are defined in the 100 East Grand Condition). For purposes of satisfying Condition No. 14 with respect to the Easement Area, Easement Holders wish to partially delegate to City certain rights under the Easements.
K. 129 Sylvester Owner is undertaking a development project at 120 East Grand Avenue, for which the City approved entitlements and issued related approvals on May 18, 2023, for Planning Permit P22-0039. Pursuant to Engineering Condition of Approval No. 15 (the “120 East Grand Condition”), the City requires 129 Sylvester Owner to provide public access in the form of an easement for roadway and utility right-of-way along Sylvester Road. Pursuant to Condition No. 15.a.i, Easement Holders wish to partially delegate to City certain rights under the Easements.
L. 175 Sylvester Owner, in its capacity as the owner of APN 8, is undertaking a development project at 175 Sylvester Road, for which entitlements are being sought from the City, and in connection with such entitlements, it is anticipated that the City will require such 175 Sylvester Owner to provide public access in the form of an easement for roadway and utility right-of-way along Sylvester Road (as adopted, amended, or modified from time to time, the “175 Sylvester Condition”).
M. 170 Associated Owner, in its capacity as the owner of APN 10, and 101 Associated Owner, in its capacity as the owner of APN 11, are undertaking a development project at 170 Associated Road and 101 Associated Road, for which entitlements are being sought from the City, and in connection with such entitlements, it is anticipated that the City will require such 170 Associated Owner and 101 Associated Owner to provide public access in the form of an easement for roadway and utility right-of-way along Sylvester Road (as adopted, amended or modified from time to time, the “170 Associated and 101 Associated Conditions”).
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.
1. Partial Delegation of Easement Rights. Effective as of the Effective Date, each Easement Holder hereby partially delegates to City and City hereby accepts, on a non-exclusive basis, such Easement Holder’s easement rights for use of the Easement Area pursuant to each applicable Easement(collectively, the “Easement Rights”).
2. No Termination or Modification Without City Consent. No Easement Holder shall terminate or modify this Delegation or any of the underlying easements which have been delegated pursuant to this Delegation without the prior written consent of the City, unless the Easement Rights are concurrently or earlier replaced with alternate easement rights dedicated or delegated to the City allowing for the same public access as provided herein over the Easement Area, as approved by the City. In such an instance, the Parties shall execute an amendment to this Delegation or a termination of this Delegation and a new instrument effectuating the alternate easement rights. 4 3. Maintenance and Other Work. City shall have no obligation to maintain, rehabilitate, or reconstruct the Easement Area as a result of this Delegation. Maintenance, rehabilitation, or reconstruction of the Easement Area shall be governed by any applicable recorded agreements in effect from time to time, including any future dedication to the City. The Easement Holders shall comply with all applicable legal requirements in connection with any work or improvements in the Easement Area that would obstruct or impede access to the Easement Area provided for in this Delegation, and shall not unreasonably obstruct or impede access to the Easement Area in connection with such work or improvements. The Easement Holders shall be required to obtain all applicable authorizations including but not limited to an encroachment permit from the City for any rehabilitation, construction, installation, or other installation or improvement work the applicable Easement Holder is proposing to undertake within their respective easement.
4. Indemnification. Each Easement Holder shall indemnify, defend, and hold harmless the City, its officers, employees, agents and representatives against any and all liabilities, claims, demands, damages, or costs whatsoever, including but not limited to payment of reasonable attorney’s fees and claims by any third party, resulting from, growing out of, or in any way connected with or incident to: (i) claims regarding such Easement Holder’s authority to execute this Delegation and delegate its easement rights hereunder; (ii) negligent acts, omissions or willful misconduct by each Easement Holder and their respective officers, agents, contractors or representatives, in the use, performance of work or maintenance of the Easement Area by each of them; and (iii) the failure of each Easement Holder to perform their obligations pursuant to this Delegation, except for claims caused by the negligence or willful misconduct of City, its officers, employees, agents and representatives.
5. Satisfaction of Conditions of Approval. The City hereby agrees that this Delegation and the conditions set forth hereunder, including the obligation to replace this Delegation with alternate easement rights prior to any termination or modification of this Delegation, shall satisfy the 100 East Grand Condition, the 120 East Grand Condition, the 175 Sylvester Condition, and the 170 Associated and 101 Associated Conditions with respect to the Easement Area.
5. Construction of Delegation. The agreement contained herein shall not be construed in favor of or against either party, but shall be construed as if both parties prepared this Delegation.
6. Governing Law. This Delegation and the documents attached as exhibits hereto shall be governed by and construed under the laws of the State of California, without reference to principles of conflicts of law, and venue in the County of San Mateo.
7. Binding on Successors. This Delegation shall be binding upon and inure to the benefit of the parties hereto and their successors, assigns, personal representatives, executors, legal representatives, heirs and legatees.
8. Amendment. This Agreement may be amended or otherwise modified only in writing signed and acknowledged by Owner and City, or the respective successors and assigns of each.
9. Notice. Any notice given under this Agreement shall be in writing and given by delivering the notice in person, by commercial overnight courier that guarantees next day delivery and provides a receipt, or by sending it by registered or certified mail, or Express Mail, return receipt requested, with postage prepaid, to the mailing address listed below or any other address notice of which is given.
To Prologis Owner: Prologis USLV NewCA 2, LLC
c/o Prologis, Inc.
1800 Wazee Street, Suite 500
Denver, CO 80202
Attn: Legal Department – Real Estate
To TCC Owner: SSF East Grand Venture, LLC
c/o Trammell Crow Company
5 415 Mission Street, 45th Floor
San Francisco, CA 94105
Attn: Adam M. Voelker
To Baker Owner: Baker Properties
c/o Trammell Crow Company
415 Mission Street, 45th Floor
San Francisco, CA 94105
Attn: Adam M. Voelker
To City: Attention: Engineering Division
City of South San Francisco
315 Maple Avenue
South San Francisco, CA 94080
Any mailing address number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt.
IN WITNESS WHEREOF, this Delegation has been executed as of _________________, 20__. -Signature Page- Partial Delegation of Easement Rights
BAKER PROPERTIES,
a California corporation
By: ___________________________
Name: ___________________________
Title: ___________________________
NOTARY 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 )
On , before me,
a Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my hand and official seal.
________________________________
Signature of Notary
(Affix seal here)
-Signature Page- Partial Delegation of Easement Rights
PROLOGIS USLV NEWCA 2, LLC,
a Delaware limited liability company
By: Prologis USLV SubREIT 1, LLC
a Delaware limited liability company
its sole member
By: Prologis USLV Operating Partnership, L.P.
a Delaware limited partnership
its managing member
By: Prologis, L.P.
a Delaware limited partnership
its general partner
By: Prologis, Inc.
a Maryland corporation
its general partner
By: ___________________________
Name: ___________________________
Title: ___________________________
NOTARY 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 )
On , before me,
a Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my hand and official seal.
________________________________
Signature of Notary
(Affix seal here)
Partial Delegation of Easement Rights
-Signature PageSSF EAST GRAND VENTURE, LLC,
a Delaware limited liability company
By: TC SSF East Grand Member, LLC,
a Delaware limited liability company,
its managing member
By: TC No. Cal. Development, Inc.,
a Delaware corporation,
its sole member
By:/OPPS1/
Name: Adam Voelker
Title: President
NOTARY 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 )
On , before me,
a Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my hand and official seal.
________________________________
Signature of Notary
(Affix seal here)
Partial Delegation of Easement Rights
-Signature PageCITY:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Sharon Ranals
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Partial Delegation of Easement Rights
-Signature PageA 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 _____________________ )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Exhibit “A” Partial Delegation of Easement Rights
EXHIBIT "A"
LEGAL DESCRIPTION OF EASEMENT AREA
BEGINNING AT A POINT ON THE SOUTHERLY LINE OF EAST GRAND AVENUE, DISTANT THEREON SOUTH 89° 52' 30" WEST, 300 FEET FROM THE NORTHWESTERLY CORNER OF THE LANDS
DESCRIBED IN THE DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY,
A CALIFORNIA CORPORATION, TO PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION, DATED APRIL 24, 1947 AND RECORDED APRIL 29, 1947, IN BOOK 1335 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, AT PAGE 320 (63178-G), SAID POINT OF BEGINNING
ALSO BEING THE NORTHWESTERLY CORNER OF THE LANDS DESCRIBED IN THE DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, TO HENRY G.
MILLER AND WIFE, DATED JUNE 19, 1947 AND RECORDED JULY 3, 1947, IN BOOK 1367 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, AT PAGE 292 (74316-G); THENCE SOUTH 0° 17' 30"
WEST, ALONG THE WESTERLY BOUNDARY LINE OF LANDS DESCRIBED IN THE ABOVE MENTIONED DEED TO MILLER, 363.45 FEET TO THE TRUE POINT OF BEGINNING OF THE LANDS TO BE DESCRIBED HEREIN; THENCE FROM SAID TRUE POINT OF BEGINNING, SOUTH 0° 17' 30" WEST, CONTINUING ALONG SAID WESTERLY BOUNDARY LINE, 365.50 FEET TO THE
NORTHEASTERLY CORNER OF THE LANDS DESCRIBED IN THE DEED FROM ASSOCIATED CONSTRUCTION AND ENGINEERING CO., A PARTNERSHIP, TO JOHN C. SNOW, AN UNMARRIED MAN, DATED AUGUST 6, 1954 AND RECORDED AUGUST 12, 1954, IN BOOK 2632 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, AT PAGE 77 (77977-L); THENCE ALONG THE NORTHERLY LINE OF LAST SAID LANDS, SOUTH 89° 55' 28” WEST, 46.00 FEET; THENCE NORTH 0° 17' 30" EAST, 365.46 FEET TO A POINT WHICH BEARS SOUTH 89° 52' 30" WEST FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 89° 52' 30" EAST, 46.00 FEET TO THE TRUE POINT OF BEGINNING.
APN: 015-031-090
Partial Delegation of Easement Rights
Exhibit “1”1
Legal Description for APN 8
[Attached]
1 Note to SSF: Please confirm if you would like this recorded prior to the final map approval? Partial Delegation of Easement Rights
Exhibit “2”
Legal Description for APN 7
[Attached]
Partial Delegation of Easement Rights
Exhibit “3”
Legal Description for APN 6
[Attached]
Partial Delegation of Easement Rights
Exhibit “4”
Legal Description for APN 10
[Attached]
Partial Delegation of Easement Rights
Exhibit “5”
Legal Description for APN 15
[Attached]
Partial Delegation of Easement Rights
Exhibit “6”
Legal Description for APN 14
[Attached]
Partial Delegation of Easement Rights
Exhibit “7”
Legal Description for APN 13
[Attached]
Partial Delegation of Easement Rights
Exhibit “8”
Legal Description for APN 12
[Attached]
Partial Delegation of Easement Rights
Exhibit “9”
Legal Description for APN 11
[Attached]
Partial Delegation of Easement Rights
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in that the interest in real property conveyed by Partial Delegation of Easement Rights dated ____________, 2024 from ________________________ (“Grantor”) to the City of South San Francisco (“City”) is hereby accepted on behalf of the City by the undersigned officer or agent pursuant to authority conferred by Resolution No. ________ of the City Council of the City of South San Francisco adopted on ___________, and that the City consents to recordation of the Partial Delegation of Easement Rights in the official records of the County of San Mateo.
Dated: _____________________, 20_____
CITY OF SOUTH SAN FRANCISCO
By: ____________________________________
Sharon Ranals, City Manager