Agenda packet, special meeting — Vallejo City Council, December 20, 2022

Hybrid Options are available for members of the public to participate. To participate remotely:

https://ZoomRegular.CityofVallejo.net
Option to join by phone:

Dial (669) 900-6833
Enter Meeting ID: 914 0075 0676#
Press *9 to digitally raise your hand from the phone
For additional instructions on how to speak during public comment, please visit, www.cityofvallejo.net/publiccomment

CALL AND NOTICE OF

SPECIAL MEETING
AT 6:30 PM
OF THE

VALLEJO PUBLIC FINANCING

AUTHORITY

DECEMBER 20, 2022

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, CA

TO THE MEMBERS OF THE VALLEJO PUBLIC FINANCING AUTHORITY:

You are hereby notified that I do call the Vallejo Public Financing Authority in special session to consider only the matters stated on the agenda listed below.

NOTICE: Members of the public shall have the opportunity to address the Vallejo Public Financing Authority concerning any item listed on the agenda before or during consideration of that item. No other items may be discussed at this special meeting.

1. CALL TO ORDER

2. ROLL CALL

3. CONSENT CALENDAR
NOTICE: Members of the public wishing to address the Vallejo Public Financing Authority on Consent Calendar Items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM (https://ZoomRegular.Cityofvallejo.net), or via phone, by dialing (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press *9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. Each speaker is limited to five minutes pursuant to Vallejo Municipal Code Section 2.02.420. In person speakers will be recognized first.

A. ADOPT A RESOLUTION APPROVING AMENDMENTS TO EXHIBIT A OF THE

MASTER SITE LEASE, RECORDED IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER 201100097684, AND TO EXHIBIT C OF

THE AMENDED AND RESTATED MASTER LEASE AGREEMENT, RECORDED

IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT
NUMBER 201100097685, TO SUBSTITUTE AS COLLATERAL FOR THE LOAN WITH UNION BANK, N.A. THE REAL PROPERTY LOCATED AT 400 MARE ISLAND WAY, APN: 0055-160-560, FOR THE BLUE ROCK GOLF COURSE PROPERTY LOCATED AT 655 COLUMBUS PARKWAY, APNS: 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181-190-010; 0181-190-070; AND 0182-040-080
Recommendation: Adopt a resolution approving amendments to Exhibit A of the Master Site Lease, recorded in the Official Records of Solano County as Instrument Number 201100097684, and to Exhibit C of the Amended and Restated Master Lease Agreement, recorded in the Official Records of Solano County as Instrument Number 201100097685, to substitute as collateral for the loan with Union Bank, N.A. the real property located at 400 Mare Island Way, APN: 0055-160-560, for the Blue Rock Golf Course property located at 655 Columbus Parkway, APNs: 0081-040-100; 0081-040-110; 0081-040- 880; 0081-191-010; 0181-190-010; 0181-190-070; and 0182-040-080 Contact: Gillian Hayes, Assistant City Manager
[email protected]
Rekha Nayar, Finance Director
[email protected]

4. ADJOURNMENT

Dated: Friday, December 16, 2022

Robert H. McConnell, Chair

I, Dawn Abrahamson, Secretary, do herby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Vallejo Public Financing Authority, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 555 Santa Clara Street, CA at 4:30 p.m., Friday, December 16, 2022.

Dated: Friday, December 16, 2022

Dawn G. Abrahamson, Secretary

CONSENT CALENDAR 3.A.

DATE: December 20, 2022
TO: Mayor and Members of the City Council
FROM: Gillian Hayes, Assistant City Manager
SUBJECT: ADOPT A RESOLUTION APPROVING AMENDMENTS TO EXHIBIT A OF THE MASTER SITE

LEASE, RECORDED IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER 201100097684, AND TO EXHIBIT C OF THE AMENDED AND RESTATED MASTER

LEASE AGREEMENT, RECORDED IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER 201100097685, TO SUBSTITUTE AS COLLATERAL FOR THE LOAN WITH UNION BANK, N.A. THE REAL PROPERTY LOCATED AT 400 MARE ISLAND WAY, APN:
0055-160-560, FOR THE BLUE ROCK GOLF COURSE PROPERTY LOCATED AT 655 COLUMBUS PARKWAY, APNS: 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181-190-010; 0181-190-070; AND 0182-040-080

RECOMMENDATION
Adopt a resolution approving amendments to Exhibit A of the Master Site Lease, recorded in the Official Records of Solano County as Instrument Number 201100097684, and to Exhibit C of the Amended and Restated Master Lease Agreement, recorded in the Official Records of Solano County as Instrument Number 201100097685, to substitute as collateral for the loan with Union Bank, N.A. the real property located at 400 Mare Island Way, APN: 0055-160-560, for the Blue Rock Golf Course property located at 655 Columbus Parkway, APNs: 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181-190-010; 0181- 190-070; and 0182-040-080

REASONS FOR RECOMMENDATION
Staff recommends that the VPFA approve the proposed amendments to the Master Site Lease and the Amended and Restated Master Lease Agreement to remove the Blue Rock Golf Course from the list of collateral obligations under those agreements with Union Bank, in order to proceed with the sale of the Blue Rock Golf Course property and potential future development of the site.

BACKGROUND AND DISCUSSION
Background
At the time of Bankruptcy, in 2011, the Vallejo Public Financing Authority and the City of Vallejo entered into a Master Site Lease and an Amended and Restated Master Lease Agreement, with Union Bank as a third-party beneficiary to those agreements, that pledged 20 City-owned properties as collateral for the loan with Union Bank. Blue Rock Golf Course is one of those listed collateral properties.

In order to pursue redevelopment of the Blue Rock Golf Course to ensure a revenue-positive operation, staff is recommending removing the Blue Rock Golf Course from the listed obligations.

Proposal
The Amended and Restated Master Lease Agreement allows for the substitution from time to time of the properties within said Master Lease.

The requested action to be taken is the filing by the City with the Vallejo Public Financing Authority (VPFA) of an amended Exhibit A to the Master Site Lease and an amended Exhibit C to the Amended and Restated

Date: December 20, 2022
Subject: ADOPT A RESOLUTION APPROVING AMENDMENTS TO EXHIBIT A OF THE MASTER SITE

LEASE, RECORDED IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER 201100097684, AND TO EXHIBIT C OF THE AMENDED AND RESTATED MASTER

Page 2 ends

Master Lease Agreement to allow the substitution of collateralized properties. These exhibits are the legal descriptions of the properties, which descriptions need to be amended to reflect the substitution of the property. Section 8.03 of the Amended and Restated Master Lease Agreement provides:

"Section 8.03 Amendment of Master Lease Agreement.

(a) Substitution of Property. The City shall have, and is hereby granted, the option at any time and from time to time during the Term to substitute other land (a “Substitute Property”) for the Property or a portion thereof, provided that the City shall satisfy all of the following requirements, which are hereby declared to be conditions precedent to such substitution:

(i) The City shall file with the Authority and the Bank an amended Exhibit A to the Master Site Lease which describes the Substitute Property and any remaining Property;

(ii) The City shall file with the Authority and the Bank an amended Exhibit C to this Master Lease Agreement which describes the Substitute Property and any remaining Property;

(iii) The City shall obtain a modification of the Title Insurance then insuring the City’s leasehold estate in the Property insuring the City’s leasehold estate in the Substitute Property, subject only to then-existing Permitted Encumbrances;

(iv) Such substitution shall not cause the City to violate any of its covenants, representations and warranties made in this Master Lease Agreement or in the Reimbursement Agreement Payment Agreement; and

(v) The City shall have obtained the prior written consent of the Bank, which consent shall not be unreasonably withheld."

City staff has been coordinating with the Bank and its Counsel to address all of the substitution requirements listed above in a timely manner.

Next Steps
If the VPFA approves the proposed amendments, City staff will file with the bank the amended Exhibits of the Master Site Lease and the Amended and Restated Master Lease Agreement, thus removing the Blue Rock Golf Course at 655 Columbus Parkway as a collateral obligation and substituting therefor the 400 Mare Island Way property. The applicable documents will be re-recorded and Title Policies amended to reflect the removal of the Blue Rock Golf Course and the addition of 400 Mare Island Way property. After these actions, the Blue Rock Golf Course redevelopment may begin the design phase.

FISCAL IMPACT
Date: December 20, 2022
Subject: ADOPT A RESOLUTION APPROVING AMENDMENTS TO EXHIBIT A OF THE MASTER SITE

LEASE, RECORDED IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER 201100097684, AND TO EXHIBIT C OF THE AMENDED AND RESTATED MASTER

Page 3 ends

The proposed amendments will not result in General Fund expenditures or a fiscal impact of any kind.

ENVIRONMENTAL REVIEW
This action has been reviewed in compliance with CEQA and this action will not result in a direct or indirect physical change in the environment and does not in-and-of-itself constitute a “project” pursuant to CEQA Guidelines Section 15378.

ATTACHMENTS

1. Resolution Amending Ex. A (Master Site Lease) and Ex. C (Master Lease Agreement)

2. Amended and Restated Master Site Lease - From Union Bank Loans

3. Union Bank - Amended and Restated Master Lease - 201133 (002)

4. VPFA - Amended Exhibit A to Master Site Lease

5. VPFA - Amended Exhibit C to Master Lease Agreement

CONTACT
Gillian Hayes, Assistant City Manager
[email protected]
Rekha Nayar, Finance Director
[email protected]
RESOLUTION NO. 22-_______

A RESOLUTION OF THE VALLEJO PUBLIC FINANCING AUTHORITY APPROVING

AMENDMENTS TO EXHIBIT A OF THE MASTER SITE LEASE, RECORDED IN THE

OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER
201100097684, AND EXHIBIT C OF THE AMENDED AND RESTATED MASTER

LEASE AGREEMENT, RECORDED IN THE OFFICIAL RECORDS OF SOLANO COUNTY AS INSTRUMENT NUMBER 201100097685, TO SUBSTITUTE THE REAL PROPERTY LOCATED AT 400 MARE ISLAND WAY, APN: 0055-160-560, FOR THE

BLUE ROCK SPRINGS EAST GOLF COURSE AND WEST GOLF COURSE PROPERTIES, APNS: 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181-190-010; 0181-190-070; and 0182-040-080, AS COLLATERAL FOR THE LOAN WITH UNION BANK, N.A.

WHEREAS, in 2011, the Vallejo Public Financing Authority and the City of Vallejo entered into a Master Site Lease and an Amended and Restated Master Lease Agreement, with Union Bank, N.A. as the third-party beneficiary to those agreements, that pledged 20 City- owned properties, including the Blue Rock Golf Course, as collateral for the loan with Union Bank, N.A.; and
WHEREAS, Section 8.03 of the Amended and Restated Master Lease Agreement allows for the substitution of the properties within said Master Lease at any time and from time to time, with consent of Union Bank, N.A.; and
WHEREAS, said section further provides that the City shall file with the Vallejo Public Financing Authority and Union Bank (i) an amended Exhibit A to the Master Site Lease which describes the Substitute Property and any remaining Property and (ii) an amended Exhibit C to this Master Lease Agreement which describes the Substitute Property and any remaining Property; and
WHEREAS, said requirements are conditions precedent to such substitution; and WHEREAS, in order to pursue redevelopment of the Blue Rock Golf Course to ensure a revenue-positive operation, staff is recommending removing the Blue Rock Golf Course and substituting the 400 Mare Island Way property as collateral for the bank loan; and WHEREAS, said substitution requires amending the legal descriptions contained in Exhibit A of the Master Site Lease and Exhibit C of the Amended and Restated Master Lease Agreement.

NOW THEREFORE, BE IT RESOLVED that Exhibit A of the Master Site Lease, as amended to reflect the substitution of 400 Mare Island Way, APN: 0055-160-560 for the Blue Rock Springs Golf Course, APNS: 0081-040-100; 0081-040-110; 0081-040-880;

0081-191-010; 0181-190-010; 0181-190-070; and 0182-040-080, is hereby approved.

Said Exhibit A is attached hereto as Attachment 1 and incorporated herein by reference.

BE IT FURTHER RESOLVED that Exhibit C of the Amended and Restated Master Lease Agreement, as amended to reflect the substitution of the real property located at 400 Mare Island Way, APN: 0055-160-560 for the real property known as the Blue Rock Springs Golf Course, APNS: 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181- 190-010; 0181-190-070; and 0182-040-080, is hereby approved. Said Exhibit C is attached hereto as Attachment 2 and incorporated herein by reference.

PASSED AND ADOPTED by the Board of Directors of the Vallejo Public Financing Authority at a special meeting thereof held on December 20, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Robert H. McConnell
Sampayan
ATTEST:

Dawn Abrahamson, City Clerk
Recorded in Otficial Records, Solano County
Recording Requested By and
When Recorded Mail to:

City of Vallejo
c/o Devin Brennan
Orrick, Herrington &
The Orrick Building
405 Howard Street
San Francisco, California 94105
Marc C. Tonnesen
AssessorlRecorder

P CITY OF VALLEJO
Titles: 1 Pages: 20
Fees 0.00
Taxes 0.00
Other 0.00
PAID $0.00
SOLANO COUINJTY APN NOS: 055-160-120, 056-160-590, 056-245-010, 056-216-080, 056-1 85-060, 056-164-010, 056-1 56-010, 056-156-030, 062-010-440, 052-090-260, 181-190-010, 181-040-110, 182-040-080, 181-190-070, 81-630-030, 81-040-880, 81-191-010, 079-220-070, 182-060-030, 182-060-040, 182-060-430, 182-280-420, 182-280-120, 079-340-020, 079-330-290
NOTE:

AMENDED AND RESTATED MASTER SITE LEASE
between the
CITY OF VALLEJO, as Lessor
and the
VALLEJO PUBLIC FINANCING AUTHORITY, as Lessee
Relating to Restructuring of
Series 2000, 2001, 2002 and 2003 Certificates of Participation Pursuant to
Second Amended Plan for the Adjustment of Debts of City of Vallejo, California, As Modified August 2, 2011
In re City of Vallejo, Cal’fornia
Chapter 9 Case No. 2008-0268 13
United States Bankruptcy Court
Eastern District of California, Sacramento Division
Dated as of July 1, 2011

THIS TRANSACTION IS EXEMPT FROM FILING FEES (CALIFORNIA GOVERNMENT CODE SECTION 6103) AND TRANSFER TAXES
(CALIFORNIA REVENUE AND TAXATION CODE SECTION 11928)
1013112011
9:29 AM
AR1 6
6R
Sutcliffe LLP
Doc#: 201100097684
OIlS WEST:261I34361.I1
TAI3LE OF CONTENTS
Page
Section 1.

Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Section 7.

Section 8.

Section 9.

Section 10.

Section 11.

Section 12.

Section 13.

Section 14.

Section 1 5.

Section 16.

Section 17.

Section 18.

Section 19.

Section 20.

Section 21.

Definitions 4
Site Lease 4
Term 4
Rental 4
Purpose 4
City s Interest in the Properly 4
Assignments and Subleases 4
Right of Entry 5
Termination 5
Default 5
Quiet Enjoyment 5
Waiver of Personal Liability 5
Taxes 5
Eminent I)omain 5
Use of the Proceeds 6
Partial Invalidity 6
Notices 6
Amendments to Property: Exhibit A 6
Section Headings 6
Applicable Law 6
Execution in Counterparts 7
Exhibit A. I)escription ol the Property 1
OHS \VIST:26I 13.1361.11
AVIENl)FI) ANI) RESTA’FFI) MAS’FER SITE LEASE
TI uS AMENDED AND RESTATED MASTER SITE LEASE (this “Master Site Lease”). dated as of July 1. 2011. is made by and between the CITY OF VALLEJO. a charter city duly organized and validly existing under its charter and the Constitution of the State of California, as lessor (the “City”), and the VALLEJO PUBLIC FINANCTNG AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as lessee (the “Authority” and, together with the City, the “Parties”);

W I TN F S S E T H
WI IEREAS. the Authority has previously assisted the City in undertaking the linancinu of the construction. installation and equipping of various capital improvements throughout the geographic boundaries of the City (collectively, the “Improvements”) pursuant to a Lease Agreement, dated as of September 1. 2000 (the “2000 Lease Agreement”). a Lease Agreement, dated as of May I , 2001 (the “2001 Lease Agreement”), a I ‘ease Agreement, dated as of December 1, 2002 (the “2002 Lease Agreemenl’) and a Lease Agreement, dated as of December 1. 2003 (the “2003 Lease Agreement”). in each case made by the Authority, as lessor, and the City, as lessee. and with a Memorandum of Lease Agreement recorded concurrently therewith (collectively, the ‘-Original Lease :\greements’’):

WI [EREAS. the CitY has previously leased the Property (as more fully described in Exhibit A hereto) to the Authority pursuant to a Site Lease, dated as of September 1 - 2000 (the “2000 Site Lease.” and the portions of the Property leased thereunder. the “2000 Property”), a Site Lease, dated as of May 1, 2001 (the “2001 Site Lease.” and the portions of the Properly leased thereunder, the “2001 Property”). a Site Lease, dated as of December 1. 2002 (the “2002 Site Lease,” and the portions of the Property leased thereunder, the “2002 Property”) and a Site Lease, dated as of December 1,2003 (the “2003 Site Lease.” and the portions of the Property leased thereunder. the “2003 Property”). in each case macIc by the City, as lessor, and the Authority, as lessee (collectively, the “Original Site Leases”):

WHEREAS, the Authority has previously leased hack the Property to the Citx pursuant to the Original Lease Agreements;
WI-I EREAS, the Authority assigned and trans ferred certain of its rights under the 2000 Lease Agreement to Wells Fargo Bank. National Association, as successor trustee (the “2000 Trustee”) to Union Bank. NA. (formerly known as Union Bank ol Calilornia, N, A.) under that certain Trust Agreement. dated as of September 1 - 2000 (as amended, the ‘‘2000 1 rust Agreement”). pursuant to that certain Assignment Agreement. dated as of September 1 - 2000 (the “2000 Assignment Agreement”). made by the Authority, as assignor. and the 2000 Irustee. as assignee:

WHEREAS, the Authority assigned and transferred certain of its rights under (i) the 2001 Lease Agreement to Union Bank. N A., as trustee (the “20(11 Trustee”) under that certain Trust Agreement, dated as of May I , 2001 (as amended, the “2001 Trust Agreement”), made by the Authority, the City and the 2001 Trustee, (ii) the 2002 Lease Agreement to Union Bank. NA.. as trustee (the “2002 Trustee”) under that certain Trust Agreement. dated as of OilS \VlSF-6ll3436l II
December 1, 2002 (the “2002 Trust Agreement”), made by the Authority, the City and the 2002 Trustee, and (iii) the 2003 Lease Agreement to Union Bank. NA., as trustee (the ‘2003 Trustee” and, together with the 2000 Trustee, the 2001 Trustee and the 2002 Trustee. the “Trustees” and each a “Trustee”) under that certain Trust Agreement, dated as of December 1, 2003 (the “2003 Trust Agreement” and, together with the 2000 Trust Agreement, the 2001 Trust Agreement and the 2002 Trust Agreement, the “Original Trust Agreements”), made by the Authority, the City and the 2003 Trustee, for the benefit of the holders ofthe respective series of Certificates (defined below) and the Bank (defined below) under the Original Reimbursement Agreements (defined below), pursuant to. respectively, (i) that certain Assignment Agreement. dated as of May 1. 2001 (the ‘1001 Assignment Agreement”) made by the Authority. as assignor. and the 2001 Trustee, as assignee. (ii that certain Assignment Agreement. dated as of l)ecember 1. 2002 (the “2002 Assignment Agreement”). made by the Authority, as assignor. and the 2002 Trustee. as assignee, and (iii) that certain Assignment Agreement, dated as ofDecember 1. 2003 (the “2003 Assignment Agreement” and, together with the 2000 Assignment Agreement, the 2001 Assignment Agreement and the 2002 Assignment Agreement, the “Original Assignment Agreements”), made by the Authority, as assignor, and the 2003 Trustee, as assignee; WHEREAS, (i) Union Bank, N.A., as predecessor trustee to the 2000 Trustee, executed and delivered $30,380,000 aggregate principal amount of Variable Rate Demand Certificates of Participation (2000 Capital Improvement Financing Program) (the “2000 COPs”). (ii) the 2001 Trustee. executed and delivered $16,350,000 aggregate principal amount of Variable Rate Demand Certificates of Participation (2001 Golf Course Facilities Financing Project) (the “2001 COPs”), (iii) the 2002 Trustee, executed and delivered $12,415,000 aggregate principal amount of Variable Rate Demand Certificates of Participation (2002 Capital Improvement Project) (the “2002 COPs”), and (iv) the 2003 Trustee, executed and delivered $8,000,000 aggregate principal amount ofVariable Rate Demand Certificates ofParticipation (2003 Capital Improvement Project) (the “2003 COPs” and, together with the 2000 COPs, the 2001 COPs and the 2002 COPs, the “Certificates”);
WhEREAS, under the Original Lease Agreements. the City was obligated to make certain lease payments to the Authority for the lease ofthe Property. and such lease payments were to be applied to pay principal of and interest on the Certificates pursuant to the Original Trust Agreements;
WHEREAS, Union Bank, N.A., formerly known as Union Bank of California, N.A. (in its individual capacity and not as a Trustee, the “Bank”), issued certain letters of credit (collectively, the “Letters ofCredit”) to make direct payments of the principal, purchase price and interest components ofthe lease payments to be made by the City under the Original Lease Agreements, pursuant to that certain Reimbursement Agreement, dated as ofAugust 1, 2005 (as to the 2000 COP5). that certain Reimbursement Agreement, dated as of May 1. 2001 (as amended, as to the 2001 COPs), that certain Reimbursement Agreement. dated as of December 1,2002 (as to the 2002 COPs) and that certain Reimbursement Agreement, dated as of December 1,2003 (as to the 2003 COPs), in each ease made by the City and the Bank (collectively, the “Original Reimbursement Agreements”);
WHEREAS, the 2000 COPs arc currently outstanding in the aggregate principal amount of$22.050.000, the 2001 COPs are currently outstanding in the aggregate principal OHS WILST.261 134361 II
amount of 59.305.000. the 2002 COPs are currently outstanding in the aggregate principal amount of 58.1 90.000 and the 2003 COPs are currently outstanding in the aggregate principal amount of $6.1 32.760:

WHEREAS, the Letters of Credit have been drawn on in connection with optional or mandatory tenders of all outstanding Certificates and such Certificates are now registered in the name of the Bank and held by the applicable Trustee, as tender agent under the Original Trust Agreements, on behalf of the Bank; and the City is obligated to the Bank under the Original Reimbursement Agreements for the principal and interest components of the Certificates paid under the Letters of Credit by those draws. and interest and other amounts due under the Original Reimbursement Agreements;
WHEREAS. (i) the City filed a petition under Chapter SI of litle 11 o I’ the t nile d States Code (the “Bankruptcy Code”) on May 23. 2008 in the ‘nited talcs Bankruptc\ Court for the Eastern District of California. Sacramento Division (the “Court”). thereby commencing Case No. 2008—026813. styled In re City of Vallejo. Cali Ibrnia (the “Case”), (ii) the City filed its Second Amended Plan Our the Adj usiment of Debts of C itv of Val lej o. Cal i forni a. as Modified August 2. 2011. in the Case on that date (the “Plan”), and (iii) the Court confirmed the Plan 0 the Confirmation Order (as defined in the Plan) entered in the Case on August 5. 2011:

WI-IFREAS, pursuant to the Plan. 1171cr a/ia. (i) the Original Site Leases are to be amended and restated as a single lease by this Master Site Lease. (ii) the Original Lease Agreements are to be amended and restated as a single lease by an Amended and Restated Master Lease Agreement (the “Master Lease Agreement”), dated as of’ July 1, 2011. between the Authority, as lessor, and the City, as lessee. (iii) the Original Assignment Agreements are to he amended and restated as a single assignment agreement directly in favor of the Bank by a Master Assignment Agreement (the “Master Assignment Agreement”), dated as of July 1, 201 1, between the Authority, as assignor, and the Bank, as assignee. (iv) the obligations of the City to the Bank under the Original Reimbursement Agreements are to be amended and restated pursuant to a Reimbursement Agreement Payment Agreement (the “Reimbursement .‘\greernent Payment Agreement”). dated as of July 1. 2011, between the City and the Bank. (v) the Bank is to transfer all outstanding Certificates to the applicable Trustee and the applicable i’rustee is to cancel the same, and (vi) the trusts created by the Original Trust Agreements are to be dissolved and the Original Trust Agreements terminated;
WHEREAS, pursuant to the Plan. the City and the Authority’ now wish to amend and restate the Original Site Leases as a single lease by’ this Master Site lease: and \V1IEREAS. all acts, conditions and things required by law, the Plan. or the documents to be executed in connection herewith to exist. to have happened and to have been perlormed precedent to and in connection with the execution of this Master Site Lease do exist. have happened and have been per fbrmed in regular and due time. form and manner as required by law, the Plan and those documents. and the Parties are now duly authorized to execute this Master Site Lease;
NOW. THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

Oils W IST 26113-1361 II
Section 1. Deflnitions. Capitalized terms used. but not otherwise defined, in this Master Site Lease shall have the meanings ascribed to them in the Master Lease Agreement. l’he word “including” and the like arc not limiting, the word “or” is not exclusive, and the \vords “may not”. “neither ... may”. and the like are prohibitive and not permissive.

Section 2. Site Lease. The City hereby reafhrms the respective leases of the Property to the Authority by the Original Site Leases and the Authority hereby reaffirms the respective leases of the Property from the City by the Original Site Leases, and amends and restates the Original Site Leases as set forth herein. The City leases to the Authority and the Authority leases from the City, on the terms and conditions set forth herein, the real property situated in Solano County. State of California. described in Exhibit A (as it ma\ be amended from time to lime provided in Section 1 8 of this Master Site Lease) attached hereto and made a part hereoL together with any additional real property added thereto by any supplement or amendment hereto. or any real property substituted for all or any portion of the Property in accordance with this Master Site Lease and the Master Lease Agreement (herein collectivel\ called the “Property”); subject, however, to all easements. encumbrances and restrictions on the Property that existed, respectively, at the commencement of the terms of each of the Original Site Leases as to the portions of the Property leased thereunder, and to Permitted Encumbrances.

Section 3. Term. The term of this Master Site Lease shall continue the terms of the Original Site Leases on the date of execution and delivery hereol and shall end ten (1 U) da s after the date on which the Master Lease Agreement is to terminate according to its terms. including any extensions of the term thereof: provided, however, in no event shall the term of this Master Site Lease end prior to the date on which all obligations of the City to the Bank under the Reimbursement Agreement Payment Agreement have been paid or otherwise satislied.. ection4 Runtal I hc Authoi it acknovludgcs lccclpt horn thu ( l1\ as md mi rental hereunder. on or before the date of del iverv of this Master Site lease. the sums respectively paid as rental for the Property under the Original Site Leases.

Section 5. Purpose. The Authority shall use the Property solely br the purpose of leasing the Property to the City pursuant to the Master Lease Agreement and for such purposes as ma be incidental thereto; provided. hoH’ei’er, that upon the occurrence and continuation of a Default or an Event of DelEult by the City under the Master I ease Agreement. the Authority and its assigns may exercise the rights and remedies provided in the Master Lease Agreement as if the same were set forth in this Master Site Lease (all of which are incorporated herein by this relerence). Further. notwithstanding any other provisions of this Master Site Lease. the Bank shall have the right to direct the remedies to be taken upon the occurrence and continuation of any Default or Event of Default under the Master Lease Agreement. and the Bank’s consent shall be required for any remedial action taken by the Authority thereunder, Section 6. ç,ylitei’estin iheTh t. The City covenants that it is the O\\ ncr in fee of the Property.

Section 7. Unless the City shall he in clethult under
the Master Lease Agreement. the Authority may not assign its rights under this Master Site lease OIlS \VISl2eI O(I II
or sublet the Property, except as provided in the Master Lease Agreement. \ ithout the written consent of the City and the Bank.

Section 8. Right ofpy. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same or to make any repairs, improvements, or changes necessary for the preservation thereof.

Section 9. Termination. The Authority agrees. upon the termination of this Master Site Lease. to quit and surrender the Property’ in the same good order and condition as the same were in at the time of commencement of the term hereunder. reasonable ear and tear excepted, and agrees that any permanent improvements and structures existing upon the Properly at the time of the termination of this Master Site Lease shall remain thereon and title thereto shall vest in the City.

Section 10. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be perlormed under the terms of this Master Site Lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law. except that no merger of this Master Site Lease and of the Master Lease Agreement shall he deemed to occur as a result thereof: prorided. however, that so long as any I easc Payments remain due and unpaid in accordance with the terms thercoI or any amounts remain due the Bank by the City under the Reimbursement Agreement Payment Agreement. the Lease Payments assigned b the Authority to the Bank under the Master Assignment Agreement shall continue to be paid to the Bank.

Section 11 . Q)Fpjo1flej. The Authority, at all times during the term of this Master Site Lease, shall peaceably and quietly have, hold and enjoy all of the Property subject to the provisions of the Master Lease Agreement.

Section 12. All liabilities under this Master Site
Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every, member. director. offlcer. employee and agent of the Authority of and from any personal or individual liability under this Master Site Lease. No member, director. ofticer. employee, or agent of the Authority shall at an’ time or under any circumstances he individually or personally liable under this Master Site Lease fbr anything done or omitted to be done by the Authority hereunder.

Section 13. ‘Faxes. All assessments of any kind or character and also all taxes. including possessory interest taxes, levied or assessed upon the Property (including both land and improvements) will be paid in accordance with the Master Lease Agreement.

Section 14. Eminent Domain. In the event the \hole or any part of the Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid Lease Payments including the unpaid principal and interest with respect thereto, plus the amounts that remain due the Bank by the Cil\ under the Reimbursement Agreement Payment Agreement in excess thereof. subject to the OHS WeSr261 04361.
provisions of the Master Lease Agreement, and the balance of the award, if any. shall be paid to the City.

Section 15. Use of the Proceeds. The City and the Authority hereby agree that the lease to the Authority of the City’s right and interest in the Property pursuant to Section 1 of this Master Site Lease served the public purposes of the City by providing funds to enable the City to finance the Improvements.

Section 16. Partial Invalidity. If any one or more of the terms. provisions. covenants or conditions of this Master Site Lease shall, to any extent. be declared invalid. unenforceable, void or voidable for any reason hatsoevcr by a court of competent jurisdiction, the finding, order or decree of hich becomes final, none of the remaining terms. provisions. covenants and conditions of this Master Site Lease shall be affected thereby, and each provision of this Master Site Lease shall be valid and enforceable to the fullest extent permitted by law.

Section 1 7. Notices. All notices. statements. demands. consents. approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested. postage prepaid, and. if to the City, addressed to the City in care of the Director of Finance. City of Vallejo, 555 Santa Clara Street. Vallejo, CA 94590, or if to the Authority, addressed to the Authority in care of the Executive Director, Vallejo Public Financing Authority. 555 Santa Clara Street. Vallejo, CA 94591), or to such other addresses as the respective parties may from time to time designate by notice in writing.

Section 18. Amendments to Property: Exhibit A. In the event that the conditions for amending Exhibit A of this Master Site Lease. as set forth in Section 8.02. Section 8.03 or Section 1 0.01 of the Master Lease Agreement. have been satisfied, the City and the Authority shall execute an amendment to Exhibit A of this Master Site Lease as provided in the applicable section or sections of the Master Lease Agreement.

Section 1 9. Section Hcadins. 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 Site Lease.

Section 20. ppjjc4çja. This Master Site Lease shall be governed by and construed in accordance with the laws of the State of California.

JctZ Ol* c
J OC-
C)l IS WEST 2b 113-1361 I —6—
Section 21. Execution in Counterparts. This Master Site Lease 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 instrument.

IN WITNESS WHEREOF, the City and the Authority have caused this Master Site Lease to be executed by their respective officers thereunto duly authorized, all as of the date first above written.

CITY OF VALLEJO
A Municipal Corporation
By
____________________________
Phil Batchelor
City Manager
App edastoForm
Frederi G. Soley
City Attorney /
Authority General Counsel

VALLEJO PUBLIC FINANCING AUTHORITY,
as Lessee
A Joint Powers Authority Organized and Existing
Under the Laws of the State of California
By
____________________
Phil Batchelor
Executive Director
ATTEST:

Dawn AJ,rahamson
Secretary
ATTEST:

Clerk
0H5 WE5T:261 134361 -7-

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
) ss
County of Solano )
On October 26, 2011 before me, Dawn G. Abrahamson, Notary Public, personally appeared Phil Batchelor, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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
Cemmiuoe # 1B27375
Signatur

EXIJIBJI A
1)escription of the Property
The Property consists of all of the 2000 Propert . the 2001 Property, the 2002 Property and the 2003 Properv. that being that certain real property situated in Solano Couim . State of California, described as follows:
2000 Property
Facilities Description Address
City I Iall 555 Santa Clara Street
John F. Kennedy Library 505 Santa Clara Street
Corporation Yard 111 Amador Street
Florence Douglas Senior Center 333 Amador Street
Naval ‘v1usewi 734 Mann Street
Community Center 40 1 Amador Street
So. Vallejo Community Center 545 Magazine Street
Transit Yard (VCTC l’acilitv) 1850 l3roadwa Street
Ball Field No Address
Included in the 2000 Property are the following parcels of land located in Solano County, Califbrnia, on which the above—described facilities have in part been constructed:

PARCEL A:

PARCEL 106 AS ShOWN ON HA2 CERtAIN PARCLL MAP RFCORDI DON MARCh

13. 1967 IN 1300K 1 OF PARCEL MAPS. AT PAGE 53, SOLANO COUNTY RECORI)S.

BEING A DIVISION OF LOTS 2.3.4.5.6,7.8. 10. 11. 12. 13. 14, 15 AM) 16 AN1) A PORI1ON 01 1111 ‘1EF1 LRY ALl bY IN 131 OCK 300 ANI)APORIIONO1 103S10 11, 12, 13, 14, 15 AND 16 IN BLOCK 280, AND A PORTION OF “CAPITOL STREET AND VIRGINIA STREET” AS SHOWN ON THAT CERTAIN MAP ENTITLED: “MAP OFTlIE CITY OF \TALLE.J0”. MADE BY N. II. ROWE. CE. ANI) FILED IN TI IF OFFICE 01 Il IF RI CORDI R 01 SQl ANO CO1 N I Y ( Al II OR\ IA ON SI P II \‘Il3l R 19 186$ IN 130 )K 1 01 MAPS PAGI 123 Al SO 131 INC \ DIVISION 01 131 O( K 100 01 1111 MARIN \ VIS IA PRO 11 C I RI CORDI H 11 BRI. AR’i 1 1967 IN BOOK 23 01 \IAPS PACiI I SOLANO COUNTY RECORDS.

Assessor Parcel No. 055-160-120
OIlS ‘.VlSl!6 I I
PARCEL 13:

COMMENCING AT THE SOLTI IWEST CORNER OF CAROLiNA STREEl’ ANI) SANTA CLARA STREET AS SAID STREETS ARE SHOWN ON SAIl) MAP OF TIlE CITY OF VALLEJO, RUNNING THENCE SOUTH 2° 07’ 42” WEST, 750.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 87° 52’ 18’ WEST, 350.00 FEET; THENCE SOUTI-l 2° 07 42 WEST, 185 00 FEET, ‘1111 NCE SOU 11187° 52 18’ LAS 1, 350 00 1111 30 A POIN I ON I lIE WES3 IJNE OF SAID SAN IA C LARA SI RI E 1, 11 IENCI NOR I H 2” 07’ 42” EAST, 1 85 FEET ALONG THE WEST LINE OF SANTA CLARA STREET EQ THE TRUE POINT OF BEGINNING.

Assessor Parcel No. 056-I 60-590
Pi\RCEI. C:
1015 9 H IRE 16 IN 131 O( K 2S4 \S III S \MI \Rl SI lOW N ON 1111 01 H(I \I \1 \P 01 1111 (11 Y 01 VAI 1110 ‘vIADI B I II ROVv I C 1 /\N1) WI IIC II M \P \\ \5 FILLD FOR RLCORI) IN 1111 01 LICE 01 1111 COUN I Y RI C ORDI R 01 SO] ANO COUN I Y CAl IFORN1A, SFP I LMBI R 19 1868 IN 1300K 1 01 M\PS, PAG1 123 I 0 IS I THRU 8 BLOCK 271 AS JIlL SAME ARF ShOWN ON I HF OFI ICIAI MAP OF H IL CII Y 01 VAI 1110 MADL BY I II ROWI C F ANI) WI IICI I MAP WAS 11111) 1 OR RECORD iN TilE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY.

CALIFORNIA. SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS. PAGE 123.

Assessor Parcel Nos. 056-245-010 and 056-216-080
PARCEL ID:

LO1S3JIIRU6ANDTOISII 1IIRUI4 ANDPORIIONSOFIOIS2AND1O lYING I AS I LRLY OF II IF LAS I I INE OF 1111 SOU 11 IERN PACII IC R ‘\lI ROAD ANT) POR I IONS 01 1 01 S 7 AND 15 1 YINC WI 51 FRI Y 01 H IF WI 511 INI 01 i\M ‘\DOR STREET. ANI) TI IF SOUTI IERLY I IALF OF CAROLINA STREET. AND ALL OF 11 IL AU I YT MNG I ASH RI YOI 1111 [ASI I INI 01 1111 SQl. HI] RN P \( 11 IC RAILROAD AND TI-IF. WEST lINE OF \MADOR STREET. All, IN BLOCK S3 AS DISC 1 OSH) ON HI \ I Cl R 1 AIN \ I \P (H 0] V \l 11 JO 11111) IN 1300K I 01 \ I PAGE 122. SOLANO COUNTY RECORDS.

Assessor Parcel No. 056-1 85-060
PARCEL E:

LOl S 9 10 \Nl) II IN BLOCK 303 ‘vS 1111 SAMI IS 5110W N ON HI \I CI RI ‘UN \IAP INI Ill ED MAP OF flu CI] Y OF VAI I HO 111 Ll) fOR Mi ORI) IN 1111 011 ICI OF TI IE RECORDER OF SOLANO COUNTY. CALIFORNIA. SEPTEMBER 1 c. I 868 iN BOOK I OF MAPS. PAGE 123.

Assessor Parcel No. 056-164-010
01 IS WEST 261 04361.11 A—2
PARCEL F:

I OfS 2 IHRU 6 AND! OIS 9 ‘IHRU 14 A PORIION 01 101 1 lYING I \S H RI Y 0] THE LASJ I INE OF I HE SOUl IIFRN PACII IC RAIl ROAI) AND POR] ION 01 1 0 1 S 7 AND 15 I YING WLSIERLY 01 ‘11W WI SI LINE OF’ AMADOR S1RLI I Al L IN BLOCK 355. CITY OF VALLEJO. FILED IN 1300K 1 OF MAPS, PAGE 122, SOLANO COUNTY RECORDS.

Assessor Parcel Nos. 056-156-010 and 056-156-030
PARCEL G:

A PORTION OF TIIAT CERTAiN 166.09 ACRE PARCEL OF LANI) I)ESCRIBE1) AS TRACT NO. 1 BY JUDGMENT IN A DECLARATION OF TAKING IN FAVOR OF TIlE UNITED STATES OF AMERICA, AGAINST SAMUEL V. MC KNIGHT, FT AL. DATFI) AUGUST 4. 1941, RECORDED AUGUST 23. 1941 IN BOOK 248, PAGE 9. SOLANO COUNTY RECORDS, MORE PARTICULARLY DESCRIBEI) AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTI JERLY I3OUNDARY LINE OF THE CITY OF VAIl LIO, SAID POIN 1 131 ING Al I HE IN H RSLC lION 01 H IL 501. H 1\\ I S 11 I’\l 01 SONOMA BOUI EVARD (I 0kM] RI Y I OUR HI SI RI I 1 100111 1 IN \‘vlD HI) WI HI 11Th SOU’Il INASI1iRl.Y LINE OF’ MAGAZINE S IREVI. AS SI l0\kN ON 11 IF OI:l:I(H;\1 M \P 01 1111 (11 01 \ \I 11 10 \l \DI BN I II RO\\ 1 ( I 11111) IN 1111 01 I (1 OF I’I IL RECORDER 01: SO1,ANO CO1. NIl, CAI,II:ORNI;\ ON SFPFIA113FR 19. 1 $(A iN LIBER 1 01: MAPS. PAGE 123. DESCRII3F1) IN SAIl) DECI ARAIlON OF L\K1NG IN F\’vOR 01 1111 1 NIl] I) SIAII SO1 AMI RI( \ 1111 NCI SOL III 37° 01 29 1 \SI \ DIS1 1\NCI 01 277 76 HI I H IFNCI SOU III 58° 15 57 WI S I II S 00 111 I III] N( I SOUIH 89° 26 18’ WES1 15000 TELl 1111 NCL SOLJ 11! 54° 1200 WLS’l 12700 IT] I 1 0 A POIN 1 ON ‘illiZ NOR II ILAS I FRI Y I INE OF POR 11 R S 1 REF I, H ILNC IZ WLS1FRI VAT ONG 11W NORFIII ASh RI Y I INI OF’ P0k]] R SI RFI 1 ON A CURVF CONCAVI 1 0 FHE SOU II IWES 1 1111 RADIAl POIN I OF WI IICI I BEARS SOU HI 40° 04’ 50” WEST, WITH A RADIUS OF 800.00 FEET THRU AN ANGLE OF 14° 05’ 24’ AND ALONG AN ARC LI NG HI 01 196 73 Fl El 1 0 II IL SOUl II I INF OF MAGA/[NI THENCE ALONG THE SOUTH LiNE OF MAGAZINE STREET. NORTIl 54° 12’ 30” EAST. 429.14 FEET TO THE POINT OF BEGINNING.

Assessor Parcel No. 062-010-440
OHS WEST:26113136L1t
PARCEL H:

BEGNNING AT THE SOUTHEASTERLY CORNER OF THE SOUTHERN 6.32 ACRE PARCEL SHOWN IN BOOK I OF SURVEYS AT PAGE 42. SOLANO COUNTY RECORDS: THENCE NORTIl
404
00” WEST. 24330 FEET: THENCE NORTH 85° 1200”
EAST, 5.00 FEET: THENCE NORTH 4° 48 00” WEST. 280.50 FEET; TI TENCE NORTH 89° 31 00 WES1 32831 FIEF FHENCF SOUIII O°27 30 WESI 10000111 ‘1 [IILNCF NOR1 H 89° 31 30 Wi 54 100 00 11 F! 1 0 A POIN4 ON I HI 1 AS I FRI Y I IN! 01 BROADWA’y I HI NCL SQL 111002730 WI SI 26 6611 LI HI! NC! NOR 111770 8 00 1 AS! 482 76 HI 1 10 1111 POIN 1 01 BFGINNING
Assessor Parcel No. 052-090-26()
20() I Propcr1’
Facilities Iç,g’itiop
Blue Rock Springs East Golf Course 6 Columbus ParkwayBlue Rock Springs West (jo!tCourse Included in the 2001 Property arc the following parcels of land located in Solano County.

California. on which the above-described facilities have in part been constructed:

PARCEL ONE:

ALL THAT REAL PROPERTY SITUATED IN THE CI1’Y OF VALLEJO, COUNTY oi SOLANO S I A Fr OF CAl IFORNIA SAil) PROPI RI Y 131 ING A POR I ION OF 1111

LANI) ACQUIRED BY THE CITY OF VALLEJO IN TI IL DEEDS RECORDED OCTOBER

15. 1937 BOOK 179. PAGE 303. SERIES NO. 5833: JANUARY 13. 1989. SERIES NO. 890003082 \UG( SI 2 1991 51 RI! S NO 1991-00060346 \Nl) \1. (II. ‘I 2 1991 SERIES NO. 1 991—00060347 ‘l’l IROUC1 I 1991-1)0060364. INCI .LSIVF. MORE PAR’lICULARLY DESCRIBEI) .\S FOLlOWS:

COMMENCING A FTHE SOL1TI lEAST CORNER 01” ‘II IL LANDS OFF! IL CIlY OF VALLLJO AS SAID CORNER IS SI 10 WN ON SAID PARC! I MAP 111 LD I OR RI CORI) IN BOOK TO OF PARCEL MAPS, AT PAGE 34, RECORDED JANUARY 5, 1976 IN THE OFFICL OF 1111 501 ANO COUN FY RI C ORDER, Ill! NCE NOR III 28 DFGRFES 41 51 WLS 1 747 00 II 1 1 10 1 I IF I RI JE POIN I OF I3FGINNING I OR 1 HIS DI SC RIP I ION TI-IENCE NOR!’!! 28 DEGREES 41’ 51” WEST. 533.00 PLUS OR MINUS FEEl: ‘II IFNCE LEAVING SAID LINE OF THE LANDS OF THE CITY OF VALLEJO. NORTI-! 60 DEGREES 48’ 00” EAST, 130.00 FEET; ‘I’HENCESOUTII 75 DEGREES IT 54” EAST. 106867 FEF1 4111 NCF SQL 11129 Dl GRI I S 12 00 L\ST )38 981 11 I 10 1111 NOR 1111 INLS 0! 1 AKI III RMAN QUARRY AS SAI[) I INI IS SI IOWN ON H IA I CERTAiN RECORI) OF SURVEY RECORDED IN BOOK 1 8, AT PAGE 3 1, AN1) FILLI) FOR RECORD ON JANUARY 23. 1987 IN Ti-IE OFFICE OF THE SOLANO COUNTY RECORDER, fHLNCL SOUII! 60 DEGRI FS 48 00’ WLS1 491 32 Fl LI 10 A POINI 01 ANON-TANGENT CURVE CONCAVE TO TI-IF NORTHWEST. A RADIAL A’F SAIl) OilS \VES 2(0 15-4361 II
POINT I3EARS NOR1’I 1 71 DECREES 21 23” \\ LS 1. 11 II\C1. SOL11 l\\1S IERI.Y 1146.97 FEET ALONG A CURVE CONCAVE 11) TIlE NOR1 I IWEST. I l,\VING A RAI)R’S OF 1350.00 FEET AND A CENTRAl. ANGLE OF 48 DEGREES 40’ 44”: 11 IENCE SO).’) 11 10 DEGREES 23’ 30” WEST. 314.16 FEET TO A POINT IN A NON:EANGFNT CURVE. A RADIAL AT SAID POINT BEARS SOUTH 89 DEGREES 40’ 02” WES1 : 11 IENCE SOUThERLY 612.78 FEET ALONG A CURVE CONCAVE TO TIlE WEST. HAViNG A RADIUS OF 1 600.00 FEET ANI) A CENTRAL ANGLE OF 21 DEGREES 56’ 37”: TI IENCF SOUTH 07 DEGREES 21’ 1 1” EAST, 999.54 FEET: Ti IENCE NORTI 1 67 DEGREES 51’ 47” WEST, 264.08 FEET: ThENCE NORTIl 70 DEGREES 39’ 51” WEST. 171.70 FEET; THENCE SOUTh 15 DEGREES 28’ 44” WEST. 527.22 FEET; TO TIlE NORTh LINE OF THE LAKE HERMAN ROAD RIGHT-OF WAY IS ShOWN ON ThAT CERTAIN RECORD OF SURVEY RECORDED IN BOOK 16. AT PAGE 8. ON DECEMBER 28. 1981 IN TIlE OFFICE OF THE SOLANO COUNTY RECORDER; TJIENCF 5.23 FEET ALONG A NON- TANGENT CURVE CONCAVE TO TIlE SOUT1I, (A RADIAL AT SAID POIN’I’13EARS SOUTI 1 09 DEGREES 51’ 03” EAST), I IAVING A RADIUS OF 408.00 FEET. AND A CENTRAL ANGLE OF 0 DEGREES 44’ 03”: ThENCE SOU’l’il79 DEGREES 24’ 54” WEST

57.43 FEEl: TI IENCE NOR’FiIWESTERLY 139,98 FELT AI.ONG A C). RVE CONCAVF TO El IE NOR’ll 1. 1 lAyING A RADIUS OF 447.00 1’ EI”I’ ANDA CEN’I’RAI.ANGIJ’ 01 17 DEGREES 56’ 36”: 11 1ENCN NOR’i’I182 DEGREES 38’ SO” \\‘FS’l. 449.14 FEEl: II lI%\CE WESTERLY 49.52 FEF’[’ALONG A CURVE CONCAVE 10 ‘l’lIE SQl III. I IAVING.\ RADIUS OF 913.00 FEET ANI) A CENTRAl. ANGLE OF 3 DEGREES 06’ 27”: II I1INCL NORTI I 83 DEGREES 04’ 53” WEST. 85.10 FEET: Ti IENCE NORTI 1 79 DEGREES 37’ 19” WEST. 65.58 FlEET TO A POINT OF A NON-TANGENT CURVE. (A RADIAl. A’!’ SAID POINT BEARS NOR’I’Il 07 DEGREES 05’ 55” EAST): ‘l’liENCENORTII\\ES’IlERLY 180.20 FEET. ALONG SAID CURVE CONCAVE ‘10 11 lIE NOR’I’llEAST. I hAVING A R.\DIl. 8 OF 530.00 FEEl’ ANI) A CEN’I’RAi,ANGLE OF I 9 DEGREES 28’ 51”, TO A POIN’I’OF A COMPOUND CURVE IIAVING A RADIUS OF 104.00 FEET. A CEN1’RAi. ANGLE 01’ 65 DEGREES 38’ 32” ANI) A l.IENGTJ I OF 119.15 FFET’i’O11 IL EAS’l’FRiYRICH l’I’—OF— WAY LINE OF COLUMBUS PARKWAY; TI IENCE NOR’l’II 02 DEGREES 13’ 18” LAS F. 145.13 FEET TO A POiNT OF ANON-TANGENT CURVEJA RADIAL AT SAID POINT BEARS NORTh 71 DEGREES 05’ 04” WEST): THENCE NORThERLY 234.18 FEET ALONG A CURVE CONCAVE TO TIlE WEST. hAVING A RADiUS OF $19.00 FEET AND A CENTRAL ANGLE OF 16 DEGREES 22’ 59” TO THE POINT OF A COMPOUND CURVE, (A RADIAL AT SAID POINT BEARS NORTh 87 DEGREES 28’ 04” WEST):

TIIENCE NORThWESTERLY 70.69 FEET ALONG A CURVE CONCAVE l’O ‘i’IIE \\‘ES’F HAVING A RADIUS OF 257.10 FEET ANI) A CENTRAL ANGLE OF IS DEGREES 45’ 12”; TI IENCE NORTh 13 DEGREES 13’ 16” WEST, 1 .37 FEET: ‘l’I IIENCE NORTI IWES’l’ERLY54.46 FEET ALONG A (‘).JRVE CONCAVE 1 0 ‘hilL EASE I IAVINC A RADII S OF 452.70 FEEl’ ANI) A (‘EN I RAI. ANGIE OF 06 DEGREES 53’ 35”. 1’O A PO1NJ OF REVERSE CURVA FIRE. (A RADIAl. A’! SAIl) POINI 131’ \RS SO).’ III $ I)EGREES 40’ 19” WEST); I’i 1ENCL NOR’l I 1WESI ERLY 84.38 FLI’l . I I\VI\G A RADIUS OF 807.00 FIEE’F ANI) A CIENTRAI. ANGLE OF 5 I)IEGRFIES 59’ 28”: ‘Fl IIENCI’ NORTI 112 DIEGREIES 19’ 09” WEST, 229.34 FEET: El I1ENCE NOR! I IWES l’IERI.Y 485.1 6 FEET ALONG A CURVE CONCAVE TO ‘l’IIIE EAST, I IAVING A RADII,S OF 673.22 FIEIE’I’ AND A CENTRAL ANGLE 01:41 DEGIUEES 17’ 27”: 1’IIENCIE NOR’III 30 DEGREES 37’ 05” EAST. 417.68 FEET: 1’IIENCE NOR’I’IIIEASTIERLY404.35 FIE1E’F ALONG A CUR\’h OIlS WI-S F 261 04161 I A—S
CONCAVE TO THE WEST. HAVING A RADIUS OF 806.00 FEET AND A CENTRAL ANGLE OF 28 DEGREES 44’ 39”; THENCE NORTH 00 DEGREES 13’ 39” EAST, 394.79 FEE] FHI NCL NORTI ILAS II RI Y 305 20 1 EL I ALONG A CURVE CONCAVE 10 1111 LAS] hAVING A RADIUS OF 634 00 FEE I AND A CFN I RAL ANGLE 01 27 DECk! I S 34 54 , THENCE NORTH 27 DFGRFF S 48 33’ LAS] 320 36 FFF I I HI NC] I LAYING SAID RIGII i-OF-WAY LINI SOU]H 62 DI GREES 11 27’ LAS I 21 811 El 1 10 1111 SOUTHWEST CORNER OF PARCEL B. AS SAID PARCEL IS SHOWN ON TI IAT PARCEL MAP Eli ED I OR RECORD IN BOOK 10 01 MAPS A I P \Gl 34 D1\liD JANUARY 5. 1976 IN TI-IE OFFICE OF TI IF SOLANO COUN’I’YRECORDER: ii IENCE ALONG TIlE SOUTI-IERLY BOUNDARY LINE OF PARCEL 13. NORTJI 87 DEGREES 33 17 EAST 6491111 I 1111 NC! NORI 11 8 Di CR1 1 S 3 23 I \S I 104 611111 TI-IENCE SOUTI-1 87 DEGREES 34’ 48” FEll’: Ti IENCE NOR]] 1 67 DEGREES 26’ 34” I AS] 29S 9 III 1 1111 NC! NOR) 1184 DI CR1 1 533 19 1 \S I 20521111 I 1111 NC I NOR 111 80 Di CR! I S 32 04 1 AS] 84 40 H 1 1 1111 NC 1 NOR]!! 78 DLCR1 I S 01 29 F AS! 103 37 Hi! ill] NC I NOR Iii 48 Di CR! I S 04 29 1 AS! 180 75 iii 1 10 HI! TRUE POINT OF BEGINNING.

EXCEPTiNG THEREFROM THAT PORTION CONVEYED TO THE CITY OF VALLEJO BY DEEDS RECORDED AUGUST 23, 1991, SERIES NOS. 1991-00060364, INCLUSIVE.

Assessor Parcel Nos. 1 81-190-010, 181-040-11 0 and 1 82-040-080 PARCEL TWO:

THE LAND REFERRED To IN THIS POLICY IS SITUATEI) IN THE COUNTY OF SOLANO SlATE OF CALIFORNIA. AN[) IS DESCRIBED AS FOLLOWS:

A PORTION OF THE LANE) CONVEYEI) FROM .JOI IN W. RROWNLIE ANI) INEZ BROWNI IL 10 JOHN W BROWNLIF 1k AND NANN I3ROWNI II BOIIANNON B DEED RECORDED APRIL14 1964 IN 1300K 126401 1 OR ‘\! PACI 256 S SI10\\ N ON I1IE MAP 01 1HL I AK1 HERMAN QUARRY III ED JANUARY22 1987 IN BOOK 18 OF RECORD OF SURVEY, AT PAGE 31. DESCRIBE!) AS FOLLOWS:

BEGINNING AT THE NORTI] WEST CORNER 01: THE AFOREMENiINED RECORD 01:

SURVEY. SAID CORNER I3EING MARKET) BY A 2” IRON PIPE: ThENCE NORTII 61 DIGR1 1 SO] 23 FASI 1102281 ILl 10 A POIN! IN ANON-] ‘\NCjI Ni CI. RVI ‘\ RADIAl. AT SAl!) POINT I3EARS NOR’!]! 71 DEGREES 2E 23” WEST: !‘IILNCE SOUT! 1WLS!’ERLY 1146.97 FEET ALONG A CURVE CONCAVE ‘10 TI IE NORTIl EAST.

HAVING A RADIUS 01:1350 FEET ANI) A CENTRAL ANGLE 01:48 DEGREES 40 44”:

THENCE SOUTH 10 DEGREES 23’ 30” EAST, 314.16 FEET TO A POINT IN A NON- TANGENT CURVE, A RADIAL AT SAID POINT BEARS SOUTH 89 DEGREES 4C 02” WEST; THENCE SOUTHERLY 612.78 FEET ALONG A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 1600 FEET AND A CENTRAL ANGLE OF 21 DEGREES 56’ 37” THENCE NORTI I 7 DEGREES 21 II” WEST, 1205.70 TO TI-IF POINT OF BEGINNING.

OIlS WLS 26! 2.156!
EXCEPTING ThEREFROM AI.I. OIL. (lAS. IIYI)ROCARI3ON SUBSTANCES.

GEOTHERMAL RESOURCES AND MINERALS UNDER SAID PROPERTY BELOW A DEPTH OF THREE HUNDRED FEET (300’). GRANTOR SHALL HAVE NO RIGHT OF

SURFACE ENTRY, AND THE EXTRADITION OF ANY OF THE ABOVE SUBSTANCES

OR MINERALS SHALL NOT INTERFERE WITH THE USE, POSSESSION OR

ENJOYMENT BY THE CITY OF VALLEJO, AND ANY DAMAGE RESULTING FROM SUCh EXTRACTION SHALL BE REPAIRED AT GRANTOR’S EXPENSE, AS RESERVED IN THE DEEDS RECORDED AUGUST 23, 1991, SERIES NOS. 1991-00060347 ThROUGH 1991-00060364, INCLUSIVE.

Assessor Parcel No. 181-190-070
PARCEL THREE:

ALL THAT REAL PROPERTY SITUATED IN THE CITY OI VALLEJO, COUNTY OF SOLANO, STATE OF CALIFORNIA, SAIl) PROPERTY BEING A PORTION 01: THE LANDS AS SHOWN ON ThAT FINAL MAP ENTITLED “FINAL. MAP 01: SOMERSET HIGHLANDS UNIT NO.3, VALLEJO, SOLANO COUNTY. CALWORNIA”. AS RECORDED ON JUNE 24. 1980 IN BOOK 3901: MAPS AT PAGE 81: SAID PROPERTY ALSO BEING A PORTION OF TI hE LANI)S 01: TI hE CITY OF VALLEJO AS SI IOWN ON THE PARCEL MAP RECORDED IN BOOK 10 OF MAPS AT PAGE 34. AND RECORDS) IN TILE OFFICE OF THE SOLANO COUNTY RECORDER DATED JANUARY 5. 1976; SAID PROPERTY ALSO BEING A PORTION OF PARCELS 3,6 AND 9 AS SAID PARCELS ARE SHOWN ON THE MAP OF ‘NORTHGATE”,FILED FEBRUARY 10,1989 IN BOOK 33 OF PARCEL MAPS AT PAGE 80, SOLANO COUNTY RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF LOT 157, SAID LINE ALSO BEING ON THE WESTERLY RIGHT-OF-WAY LINE OF COLUMBUS PARKWAY.

SAID LOT IS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF SOMERSET HIGHLANDS UNIT NO.3, FILED FOR RECORD IN BOOK 3901: MAPS AT PAGE 81, DATED JUNE 24,1980 IN THE OFFICE OF TIlE SOLANO COUNTY RECORDER, THE FOLLOWING COURSES; THENCE N 02 DEGREES 57’ 56” E. 149.32 FEET; THENCE N 05 DEGREES 01’ 37” W. 168.55 FEET; THENCE N 17 DEGREES 4T 53 W, 76.90 FEET; THENCE N 62 DEGREES 08’ 19” E. 283A9 FEET; TI-IENCE N 15 DEGREES 03’ 27” W, 102.98 FEET; THENCE N 45 DEGREES 33’ 25° W. 225.99 FEET:

THENCE N 69 DEGREES 58’ 30” E. 144.23 FEET; THENCE N 16 DEGREES 28’ 29° W. 364.00 FEET; THENCE N 82 DEGREES 27’ 45” W, 219.62 FEET; TI hENCE N 59 DEGREES 37’ 43” E. 92.00 FEET: TI hENCE N 30 DEGREES 22’ 17” W. 195.61 FEET: TIIENCE N 61 DEGREES 30’ 17° E, 242.55 FEET; TO THE WESTERLY LINE OF THE LANDS OF THE CITY OF VALLFJO AS SAID LINE IS DESCRIBED ON fffl3 PARCEL MAP RECORDED IN BOOK 10 OF MAPS AT PAGE 34, AND RECORDED IN THE OFFICE OF THE SOLANO COUNTY RECORDER DATED JANUARY 5. 1976; THENCE
NORTIIWESTERLY ALONG THE WESTERLY LINE OF SAID MAP N 28 DEGREES 36’ 21” W, 1606.02 FEET; THENCE LEAVING THE WESTERLY LINES OF ThE LANDS OF OIlS WEST:261134361.ll A-i
THE CITY OF VALLEJO N 68 DEGREES 52’ 01” W. 931.12 FEET; THENCE N 58 DEGREES 30’ 37” E, 123.68 FEET; THENCE N 45 DEGREES 30’ 30” W. 173.97 FEET; THENCE N 32 DEGREES 35’ 29” W, 100.97 FEET; THENCE N 17 DEGREES 26’ 56” W. 134.31 FEET; THENCE N 02 DEGREES 30’ 51” E. 304.97 FEET: THENCE N 73 DEGREES 41 00 1,21 32 Fl El RH NCI N 63 Df OR! I S 14 13 1 9703111 I 1 III NCI N 39 DEGRLES49 20 L,64 261111 IIIENCI N25 DLGRI Is 26 52 L 100831111 THLNCF N 77 DI GRFI S 10 48 F 51 46 1111 1111 NC1 S 14 Dl GRE! 5 42 27 1 72 09 IEEI IIIINCL S21 DLGR1 1 506 22 1 6737111 1 1111 Nd 525 Dl GRI 1 546 17 1 67 40 1 FL! lIfl NC! 5 33 Dl OR! 1 5 57 18 1 306 911111 Ii!! NC I S 34 DI (SRI I S 29 1 65 92 HI 1 1111 NC! 5 45 Dl CiRI 1 5 44 46 1 20 54 III I Ill! NC I S DEGREES 31’ 50” F. 70.47 FEET: THENCE S 60 DEGREES 07’ 33” E. 70.47 LEVI:
1111 NCF S66 Dl GREES 25 06 E 6099111 I I !ILNC1 S 64 DI GR1 1 5 35 22 1 201 61) FEET: THENCE S 73 DEGREES 45’ 32” E. 73.36 FEET: TO THE NORTHERLY LINE OF 1 HF I ANDS 01 IRE CII Y OF VALI 110 AS SAID I INE IS Dl SC RIBED iN 1300K 10 OF PARC! I MAPS Al PAGCR 34 IHFNCI N 611)1 GRI 1S42 2 I 245920111 1 10 1111 WF5 I FRLY RIG 11 f-OF-WAY LINL OF CO1 UMBUS PARKWAY I 1 lENd 1 5 12 DEGREES 20’ 00” E, 504.91 FEET, TO A POINT OF TANGENT CURVE CONCAVE NORI I1WESTLRI Y hAVING A RADIUS OF 63400 II FE AC! NI RAL ANG1 F OF 40 DLGRELS 08 33 AND A Li NO 11101 44420111 1 1 HENCL S27 DEGRI LS 48 33 \V 383.02 FEET, TO A POINT OF TANGENT CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 806.00 FEET; A CENTRAL ANGLE OF 27 DEGREES 34’ 54” ANDAIL’J(j111OF38800I 1 LI 1HENCI SOODI GRI ES 13 39 ‘v\ 39479111 I IOA POFNT OF TANGENT CURVE CONCAVE To THE WEST, HAVING A RADIUS OF 634.00 FLEE A CENIRAL ANGLE 01 28 DEGRI ES 44 39 AND All NGI 1101 318071111 FHFNCF S28 Dl GRELS 58 18’ W, 417 511 FL! 10 A POINI 01 IANGLN I CURVI CONCAVI 3 0 11 IL FAS I 1IAVING A RADIUS OF 806 00 111 1 A (I N I RIO ANGI 1 01 41 DLGRFL5 17 28’ ANDA I ENGI1I 01 580 8611! 1 1111 NC! 5 121)1 OR! I S19 09 L229 34 TEl 1 10 A POIN! 01 lANG! NI CURVI CONC’\V! 10 liii WI 51 IIAVINCi A RADIUS OF 634.00 FEET. A CENTRAl. ANGLE OF 62 DEGREES 07’ 51” ANI) A II NO III 01 687501111 HI! NC! 549 DI GRI 1548 42 W 541 0111! 1 III! NC! S 49 DEGREES 12’ 36” \V. 363.34 FEI7! TO 11 IL POINT OF BEGINNING.

EXCEPTiNG II IFREFROM Al A. TIIAT PORTION GRANTEI) [0
GDC/BROADMOOR’VALLE.JO ASSOC1ATES, A CALIFORNIA GENERAL PAR I NERS1 TIP, BY DELI) RECORDED AUGUS! 23 1991 AS INS I RUMI N I NO I 901 - 00060343, SOLANO COUNTY RECORDS.

Assessor Parcel Nos. 81-630-030. 81-040-880 and 81-191-010 OHS \\IS I 2611513611
2002 Property
Facilities Description Addrcss/APN
Vacant Land (at Glen Cove) APN: 0079-220-070
Vacant Land (at Hiddenbrooke) APN: 0182-060-030
Vacant Land (at Hiddenbrooke) APN: 0182-060-040
Vacant Land (at Hiddenbrooke) APN: 01 82-060-430
Vacant Land (at Hidderibrooke) APN: 0182-280-420
Vacant Land (at Hiddenbrooke) APN: 0182-280-120
Included in the 2002 Property are the lollowing parcels of land located in Solano County.

California:

TRACT ONE:

Parcel 1 as shown on that certain map entitled: “PARCEl. MAP Ol’ A PORTION OF SECTION 28 & 33 T3N. R3W. M.D.M. Val lelo. Solano County. Calilbrnia”. which map was tiled in the Office of the County Recorder. Solano County. California. on Jul’. 1 0. 1 989 in I3ook 34 of Parcel Maps. Pages 28 and 29.

Assessor Parcel No. 079-220-070
TRACT TWO:

BEGINNING at the most Easterly corner of Parcel No. 3 as shown on the Record of Survey filed in the Office of the Recorder Solano County. State of California, in Volume 3 of Record of Surveys at Page 46; thence along the Southern boundary of said Parcel No. 3 (3 RS 46) S57°03’12” W, 2248.72 feet; thence S 51°32’42” W. 890.55 feet: thence leaving said Southerly boundary (3 RS 46) N 10°28’07” W. 1234.09 feet’, thence 85°12’48” W. 494.23 feet to a point on the Westerly boundary of said Parcel No. 3 (3 RS 46) also from said point, Point “C” as shown on the Parcel Map filed in Book 31 of Parcel Maps at Page 31, Official Records of Solano County bears South 4°47’12” West 489.49 feet; thence along said Westerly boundary N 04°47’12” E, 376.69 feet; thenccN 08°42’18” W 713.61 feet; thenceN 57°45’18” W 145.60 feet; thence N I 3°40’42” F 642.92 feet to a point known as Poini “A”. as shown on said Parcel Map; thence N 25°13”48” W 321.45 feet: thence N 33°02’48” \V 519.09 feet: thence N 35°04’1 8” W 378.38 feet; thence N 08°44’ 1$” W 496.91 flet; thence N 07°57’42” I 13(1.51 feet; to a point on the County line between Solano County and Napa County: thence along said County line N 90°00’00” F. 1 86.43 feet: thence N 06° 18’ 1 0” W 200.57 feet: thence N 47°09’42” W 780.24 fleet: thence N 25°24’45” W 864.12 let: thence N 45°00’42” W 21 727 lcd thcncc N 43°33 49 1 906 88 iet thcncc N 32°) 0 47 I 478 55 Lci thence Ic ‘. ng sad County line S 58°l9’07” F 125.26 let: thence S 32°25’37” W 497.10 let: thence S 432fl54” W 810.84 feet; thence S 44°28’47” F 1206.60 feet; thence S 24°08’48” F 177.81 feet: thence S 25°24’45” F 702.06 feet; thence S 47°58’50” F 863.47 feet; thence S 34°04’27” F 1.47500 feet; thence S 49°55’33” W 280.00 feet; thence S 40°04’27”F 800.00 feet; thence S 65°00’13” F 1,901.52 feet; thence N 76°34’Ol” E 583.00 feet; thence S 47°26’58” E 3,825.63 feet; thence N 63°24’42” F 991.93 feet; thence N 07°24’24” W 2,946,61 feet; thence N I 8°39’47” W 2.094.13 feet; thence N 02°48’39” B 1, 893.49 feet; thence N 54°00’21” W 1,226.62 feet’, thence N 01 IS WEST 26 34361 .11 A—9
I 1°15’35”E 642.46 feet; thence N 45°16’15”13626.75 feet; thence N 77°17’32”E 159.17 feet; thence S 42°19’35”E 95.38 feet; thence N 85°06’15”E 154.72 feet; thence N 07°12’29”E 318.30 feet; thence N 07°29’43”W 288.73 feet; thence N 46°20’02”W 143.17 feet; thence S 63°47’48”W 721.01 feet; thence S 54°19’IO”W 661.82 feet; thence N 74°55’08”W 84.34 feet; thence N 1794’32”E 21.18 feet; thence N 19°26’05”W 214.47 feet; thence N 26°04’58”W 248.77 feet; thence S 63°40’39”W 3,240.72 feet: thence S 12°39”47” E 658.94 feet; thence S 77°20’13”W 141.28 feet to the Easterly line ofthe lands of Westerly Union Realty Corporation as described in the document filed in Book 1977 of Official Records of Solano County at Page 36865; thence along said Easterly line N 12°39’4T’W 791.98 feet to the Southerly line of the Lands of Catraio as shown on the Record of Sun’ey filed in the Office ofthe Recorder of Solano County in Volume 7 of Records of Survey at Page 64: thence along said Southerly line N 63°55’02”13 5,133.81 feet to the Westerly line of the lands ofMangeles as described in the document filed in Book 1983 of Official Records of Solano County at Page 32695: thence along said Westerly line and the Westerly line ofthe Lands of Pacific Gas and Electric Company as described in the document filed in Book 1981 of Official Records of Solano County at Page 68315, S 07°09’IO”E 4,497.67 feet; thence S 07°22’SO”E 5,486.77 feet; thence S 63°24’42”W 1,306.86 feet; thence N 47°26’58”W 3,393.55 feet to the Point of Beginning.

Excepting Therefrom: All that portion as described in the Quitclaim Deed dated November 16, 1990 executed by the City ofVallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded December 14, 1990 as Document No. 900097661 Solano County Records.

Also Excepting Therefrom: All that portion as described in the Quitclaim Deed dated June 1. 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded June 20. 1990 as Document No. 900048102 Solano County Records
Assessor Parcel Nos. 182-060-030, 182-060-040, 182-060430. 182-280420 and 182-280-120 2003 Property
Facilities Description Address/APN
Vacant Land (at Glen Cove) APN: 0079-340-020
Vacant Land (at Glen Cove) APN: 0079-330-290
Included in the 2003 Property are the following parcels of land located in Solano County, California:

LOT 11 AND LOT 23 AS SHOWN ON THAT CERTAIN MAP ENTITLED: “GLEN COVE COMMUNITY”. FILED FOR RECORD SEPTEMBER 26, 1986. IN BOOK 47 OF MAPS AT PAGE 36, SOLANO COUNTY RECORDS.

OHS WI3T:261 134361 II I/END OF /
/L DOCUMENT!
Recorded in Official Records. Solano County
Recording Requested By and
When Recorded Mail to:

Marc C. Tonnesen
Assessor/Recorder

P CITY OF VALLEJO
SOLANO COUNTY APN NOS.: 055-160-120, 056-160-590, 056-245-010, 056-216-080, 056-1 85-060, 056-164-010, 056-156-010, 056-156-030, 062-010-440, 052-090-260, 181-190-010, 181-040-110, 182-040-080, 181-190-070, 81-630-030, 81-040-880, 81-191-010, 079-220-070, 182-060-030, 182-060-040, 182-060-430, 182-280-420, 182-280-120, 079-340-020, 079-330-290

AMENDED AND RESTATED MASTER LEASE AGREEMENT
between the
CITY OF VALLEJO, as Lessee
Relating to Restructuring of
Series 2000, 2001, 2002 and 2003 Certificates of Participation Pursuant to
Second Amended Plan for the Adjustment of Debts of City of Vallejo, California, As Modified August 2, 2011
In re City of Vallejo, California
Chapter 9 Case No. 2008-0268 13
United States Bankruptcy Court
Eastern District of California, Sacramento Division
Dated as of July 1, 2011
NOTE: THIS TRANSACTION IS EXEMPT FROM FILING FEES (CALIFORNIA GOVERNMENT CODE SECTION 6103) AND TRANSFER TAXES
(CALIFORNIA REVENUE AND TAXATION CODE SECTION 11928)
City of Vallejo
do Devin Brennan
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
Doc#: 201100097685
u
10/31/2011
9:29 AM
AR1 6
6R
TiIes: 1 Pages: 50
Fees 0.00
Taxes 0.00
Other 0.00
PAID $0.00
VALLEJO PUBLIC FINANCING AUTHORITY, as Lessor
and the
OHS WEST:261 130831.11

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION AND EXHIBITS 4 Section 1.01 Definitions 4
Section 1.02 Article and Section Headings 4
Section 1.03 References to Master Lease Agreement 4
Section 1.04 Number and Gender 4
Section 1.05 Exhibits 4
ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES 5
Section 2.01 Representations, Covenants and Warranties of the City 5 Section 2.02 Representations, Covenants and Warranties of Authority 6 ARTICLE III USE OF AVAILABLE PROCEEDS 8
Section 3.01 Deposit of Moneys 8
Section 3.02 Payment of Improvement Costs 8
Section 3.03 Payment of Available Proceeds to Bank 8
ARTICLE IV AGREEMENT TO LEASE; TERM OF LEASE AGREEMENT; LEASE PAYMENTS 8
Section 4.01 Lease 8
Section 4.02 Term of Lease 8
Section 4.03 Possession; Acquisition and Construction 9 Section 4.04 Lease Payments 9
Section 4.05 [Reserved.] 11
Section 4.06 [Reserved.] 11
Section 4.07 [Reserved.] 11
Section 4.08 [Reserved.] 11
Section 4.09 Quiet Enjoyment 11
Section 4.10 Title 11
Section 4.11 Additional Payments 12
Section 4.12 No Merger 12
Section 4.13 Subordinate MPA Lease 12
ARTICLE V MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS; AND OTHER MATTERS 12
Section 5.01 Maintenance, Utilities, Taxes and Assessments 12 OHS WEST:261130831.1I

TABLE OF CONTENTS
(continued)
Page
Section 5.02 Modification of Property 13
Section 5.03 Public Liability and Property Damage Insurance 14 Section 5.04 Fire, Extended Coverage, Earthquake and Flood Insurance 14 Section 5.05 Rental Interruption Insurance 15
Section 5.06 Title Insurance 15
Section 5.07 Insurance Net Proceeds; Form of Policies 15 Section 5.08 Advances 16
Section 5.09 Installation of City’s Equipment 16
Section 5.10 Liens 16
Section 5.11 No Obligation to Operate and Maintain Golf Course 16 ARTICLE VI DESTRUCTION AND EMINENT DOMAIN; USE OF NET
PROCEEDS 17
Section 6.01 Eminent Domain 17
Section 6.02 Application of Net Proceeds 17
Section 6.03 Abatement of Lease Payments 18
ARTICLE VII DISCLAIMER OF WARRANTIES; ACCESS; RELEASE AND INDEMNIFICATION 19
Section 7.01 Disclaimer of Warranties 19
Section 7.02 Access to the Property 19
Section 7.03 Release and Indemnification Covenants 19
ARTICLE VIII ASSIGNMENT, SUBLEASING AND AMENDMENT 20
Section 8.01 Assignment by the Authority 20
Section 8.02 Assignment and Subleasing by the City; Use Agreements 20 Section 8.03 Amendment of Master Lease Agreement 20
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES 22
Section 9.01 Events of Default Defined 22
Section 9.02 Remedies on Default 22
Section 9.03 No Remedy Exclusive 24
Section 9.04 Agreement to Pay Attorneys’ Fees and Expenses 24 Section 9.05 No Additional Waiver Implied by One Waiver 25 Section 9.06 Application of Proceeds 25
—11—
OHS WEST:261 130831.11

TABLE OF CONTENTS
(continued)
Page
Section 9.07 Bank to Exercise Rights .25
ARTICLE X PREPAYMENT OF LEASE PAYMENTS 25
Section 10.01 Optional Prepayment 25
Section 10.02 Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain 25
ARTICLE XI MISCELLANEOUS 26
Section 11.01 Notices 26
Section 11.02 Binding Effect 26
Section 11.03 Severability 26
Section 11.04 Net-Net-Net Lease 26
Section 11.05 Further Assurances and Corrective Instruments 27 Section 11.06 Execution in Counterparts 27
Section 11.07 Applicable Law 27
Section 11.08 Authority and City Representatives 27
Section 11.09 Captions 27
Section 11 .10 Third Party Beneficiaries 28
EXHIBIT A: Definitions A-i
EXHIBIT B: Schedule of Lease Payments B-i
EXHIBIT C: Description of the Property C-i
EXHIBIT D: Lease Payment Amounts Guaranteed by Motor Vehicle License Fees D-i —111—
OHS WEST:261130831 11

AMENDED AND RESTATED MASTER LEASE AGREEMENT
THIS AMENDED AND RESTATED LEASE AGREEMENT (this “Master Lease Agreement”), dated as of July 1, 2011, is made by and between the VALLEJO PUBLIC FTNANCING AUTHORITY, a joint exercise of powers authority duly organized and validly existing under the laws of the State of California, as lessor (the “Authority”); and the CITY OF VALLEJO, a charter city duly organized and validly existing under its charter and the Constitution of the State of California, as lessee (the “City” and, together with the Authority, the “Parties”).

WITNESSETH:

WHEREAS, the City is authorized pursuant to the laws of the State of California to lease real property which is necessary and proper for public purposes; WHEREAS, the Authority has previously assisted the City in undertaking the financing of the construction, installation and equipping of various capital improvements throughout the geographic boundaries of the City (collectively, the “Improvements”) pursuant to a Lease Agreement, dated as of September 1, 2000 (the “2000 Lease Agreement”), a Lease Agreement, dated as of May 1, 2001 (the “2001 Lease Agreement”), a Lease Agreement, dated as of December 1, 2002 (the “2002 Lease Agreement”) and a Lease Agreement, dated as of December 1, 2003 (the “2003 Lease Agreement”), in each case made by the Authority, as lessor, and the City, as lessee, and with a Memorandum of Lease Agreement recorded concurrently therewith (collectively, the “Original Lease Agreements”); WHEREAS, the City has previously leased the Property (as described in the Master Site Lease (defined below) and Exhibit A thereto) to the Authority pursuant to a Site Lease, dated as of September 1, 2000 (the “2000 Site Lease,” and the portions of the Property leased thereunder, the “2000 Property”), a Site Lease, dated as of May 1, 2001 (the “2001 Site Lease,” and the portions of the Property leased thereunder, the “2001 Property”), a Site Lease, dated as of December 1, 2002 (the “2002 Site Lease,” and the portions of the Property leased thereunder, the “2002 Property”) and a Site Lease, dated as of December 1, 2003 (the “2003 Site Lease,” and the portions of the Property leased thereunder, the “2003 Property”), in each case made by the City, as lessor, and the Authority, as lessee (collectively, the “Original Site Leases”);
WHEREAS, the Authority has previously leased back the Property to the City pursuant to the Original Lease Agreements;
WHEREAS, the Authority assigned and transferred certain of its rights under the 2000 Lease Agreement to Wells Fargo Bank, National Association, as successor trustee (the “2000 Trustee”) to Union Bank, N.A. (formerly known as Union Bank of California, N.A.) under that certain Trust Agreement, dated as of September 1, 2000 (as amended, the “2000 Trust Agreement”), pursuant to that certain Assignment Agreement, dated as of September 1, 2000 (the “2000 Assignment Agreement”), made by the Authority, as assignor, and the 2000 Trustee, as assignee;
-
. P- c)2<(2 1J3I
¶5 1 ‘tO7 1/43
OHS WEST:261130831.11
WHEREAS, the Authority assigned and transferred certain of its rights under (i) the 2001 Lease Agreement to Union Bank, N.A., as trustee (the “2001 Trustee”) under that certain Trust Agreement dated as of May 1,2001 (as amended, the “2001 Trust Agreemeflt”) made by the Authority, the City and the 2001 Trustee, (ii) the 2002 Lease Agreement to Union Bank, N.A., as trustee (the “2002 Trustee”) under that certain Trust Agreement dated as ofDecember 1,2002 (the “2002 Trust Agreemeflt”) made by the Authority, the City and the 2002 Trustee, and (iii) the 2003 Lease Agreement to Union Bank, N.A., as trustee (the “2003 Trustee” and, together with the 2000 Trustee, the 2001 Trustee and the 2002 Trustee, the “Trustees” and each a “Trustee”) under that certain Trust Agreement dated as of December 1, 2003 (the “2003 Trust Agreement” and, together with the 2000 Trust Agreement the 2001 Trust Agreement and the 2002 Trust Agreement, the “Original Trust AgreemefltS”) made by the uthority, the City and the 2003 Trustee, for the benefit of the holders of the respective series of Certificates (defined below) and the Bank (defined below) under the Original Reimbursement Agreements (defined below), pursuant to, respectively, (i) that certain Assignment Agreement, dated as of May 1, 2001 (the “2001 Assignment Agreement”) made by the Authority, as assignor, and the 2001 Trustee, as assignee, (ii) that certain Assignment Agreement dated as of December 1, 2002 (the “2002 Assignment Agreement”) made by the Authority, as assignor, and the 2002 Trustee, as assignee, and (iii) that certain Assignment Agreemeflt dated as of December 1, 2003 (the “2003 Assignment Agreement” and, together with the 2000 Assignment Agreement, the 2001Assignment Agreement and the 2002 Assignment Agreement, the “Original Assignment Agreements”) made by the Authority, as assignor, and the 2003 Trustee, as assignee; WHEREAS, (i) Union Bank, N.A., as predecessor trustee to the 2000 Trustee, executed and delivered $30,380,000 aggregate principal amount of Variable Rate Demand Certificates of Participatiofl (2000 Capital Improvement jnanciflg Program) (the “2000 COPs”), (ii) the 2001 Trustee, executed and delivered $16,350,000 aggregate principal amount ofVariable Rate Demand Certificates of ParticiPation (2001 Golf Course Facilities jnancing Project) (the “2001 COPs”), (iii) the 2002 Trustee, executed and delivered $12,415,000 aggregate principal amount of Variable Rate Demand Certificates of Participation (2002 CapitalImprovement Project) (the “2002 COPs”), and (iv) the 2003 Trustee, executed and delivered$8,000,000 aggregate principal amount of Variable Rate Demand Certificates of Participation (2003 Capital improvement Project) (the “2003 COPs” and, together with the 2000 COPs, the2001 COPs and the 2002 COPs, the “Certificates”); WHEREAS, under the Original Lease Agreement5 the City was obligated tomake certain lease payments to the Authority for the lease of the Property and such leasepayments were to be applied to pay principal of and interest on the Certificates pursuant to theOriginal Trust Agreements; WHEREAS, Union Bank, N.A., formerly kno as Union Bank of California, N.A. (in its individual capacity and not as a Trustee, the “Bank”), issued certain letters of credit(collectiVY the “Letters of Credit”) to make direct payments of the principal purchase priceand interest components of the lease payments to be made by the City under the Original LeaseAgreements, pursuant to that certain Reimbursement Agreement, dated as of August 1, 2005 (asto the 2000 COPs), that certain Reimbursement Agreement, dated as of May 1, 2001 (asamended, as to the 2001 COPs), that certain ReimbW5emt Agreement, dated as of December 1, 2002 (as to the 2002 COPs) and that certain Reimbursement Agreement dated as of December -2-
OHS WEST:261130831h’
1,2003 (as to the 2003 COPs), in each case made by the City and the Bank (col1ectiVelY the “Original Reimbursement Agreements”);
WHEREAS, the 2000 COPS are cuffefltlY 0tstanding in the aggregate principal amount of $22,050,000, the 2001 COPS are currentlY 0utstanding in the aggregate principal amount of $9,305,000’ the 2002 COPs are currentlY 0utstandiflg in the aggregate principal amount of $8,190,000 and the 2003 COPS are currentlY 0standing in the agegate principal amount f$6,132,760;
WHEREAS, the Letters of Credit have been drawn on in connection with optional or mandatory tenders of all 0tstanding Certificates and such Certificates are now registered in the name of the Bank and held by the applicable Trustee, as tender agent under the Original Trust Agreement5 on behalf of the Bank, and the City is obligated to the Bank under the Original ReimburSeme1t Agreements for the principal and interest components of the Certificates paid under the Letters of Credit by those draws, and interest and other amountS due under the Original ReimbUr5emt Agreements;
WHEREAS, (i) the City filed a petition under Chapter 9 of Title 11 of the United States Code (the ‘Bai1PtcYCode”) on May 23, 2008 in the United States BankruPtcY Court for the Eastern District of California, Sacramento Division (the “Court”), thereby 0mmenciflg Case No. 2008026813, styled In re City of Vallejo, California (the “Case”), (ii) the City filed its Second Amended Plan for the Adjustment of Debts of City of Vallejo, California, as Modified August 2, 2011, in the Case on that date (the “Plan”), and (iii) the Court confirmed the Plan by the Confirmation Order (as defined in the Plan), entered in the Case on August 5, 2011; WHEREAS, pursuant to the Plan, inter alia, (i) the Original Site Leases are to be amended and restated as a single lease by an Amended and Restated Master Site Lease (the “Master Site Lease”), dated as of July 1, 2011, between the City, as lessor, and the Authority, as lessee, (ii) the Original Lease Agreements are to be amended and restated as a single lease by this Master Lease Agreement, (iii) the Original Assignment Agreements are to be amended and restated as a single assignment agreement directly fl favor of the Bank by a Master Assignment Agreement (the “Master Assignment Agreemeflt”) dated as of July 1, 2011, beeen theAuthority, as assignor, and the Bank, as assignee, (iv) the obligations of the City to the Bank under the Original Reimbursement Agreements are to be amended and restated pursuant to aReimbursement Agreement Payment Agreement (the ReirnburSemt Agreement Payment Agreemt”) dated as of July 1, 2011, between the City and the Bank, (v) the Bank is to transfer all 0utstanding Certificates to the applicable Trustee and the applicable Trustee iS to cancel the same, and (vi) the trusts created by the Original Trust Agreements are to be dissolved and theOriginal Trust Agreements terminated; WHEREAS, pursuant to the Plan, the City and the Authority noW wish to amend and restate the Original Lease Agreements as a single lease by this Master Lease Agreement; and WHEREAS, all acts, conditions and things required by law, the Plan, or thedocuments to be executed in connection herewith to exist, to have happened and to have beenperformed precedent to and in connection with the execution of this Master Lease Agreement doexist, have happened and have been performed in regular and due time, form and manner as -3-
OHS WEST:261130831h’
required by law, the Plan and those documents, and the Parties are now duly authorized to execute and enter into this Master Lease Agreement;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION AND EXHIBITS
Section 1.01 Definitions. The terms defined in Exhibit A attached hereto and by this reference incorporated herein, as used and capitalized herein, shall, for all purposes of this Master Lease Agreement, have the meanings ascribed to them in said Exhibit A, unless the context clearly requires some other meaning.

Section 1.02 Article and Section Headings. Unless otherwise specified, references to Articles, Sections and other subdivisions of this Master Lease Agreement are to the designated Articles, Sections and other subdivisions of this Master Lease Agreement as originally executed. The headings or titles of the several articles and sections, and the table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof.

Section 1.03 References to Master Lease Agreement. The words “hereof,” “herein,” “hereunder,” and words of similar import refer to this Master Lease Agreement as a whole.

Section 1.04 Number and Gender. The singular form of any word used herein, including terms defined as provided in Section 1.01, shall include the plural, and vice versa. The use of a word of any gender shall include all genders. The word “including” and the like are not limiting, the word “or” is not exclusive, and the words “may not”, “neither ... may”, and the like are prohibitive and not permissive.

Section 1.05 Exhibits. The following Exhibits are attached to, and by reference made a part of, this Master Lease Agreement:

Exhibit A: Definitions.

Exhibit B: Schedule of Lease Payments to be paid by the City hereunder showing the Lease Payment Date and amount of each such Lease Payment.

Exhibit C: Description of the Property.

Exhibit D: Lease Payment Amounts Guaranteed by Motor Vehicle License Fees
-4-
OHS WEST:261 130831.11

PRESENTATIONS COVENANTS AND WANT
çonQi The City
represents, coveflaIt5 and warrantS to the Authority as follows:
(a) Due Organizati0n and Existence. The City is a muniCiP cooration and chaer city duly organized and validly existing under the laws of the State, has full legal right, power and authority under the laws of the State to enter into this Master Lease Agreement the Master Site Lease and the ReimburSemt Agreement Payment Agreement and to carry out and consummate all transactions 0templated hereby, thereby and by the Plan, and by proper action the City has duly authorized the execution of this Master Lease Agreement the Master Site Lease and the Reimbursement Agreement Payment Agreement. (b) Due Execution. The representatives of the City executing this Master Lease Agreemeflt the Master Site Lease and the Reimbursement Agreement Payment Agreement have been fully authorized to execute and deliver the same pursuant to the Plan and a resolUti0fl duly adopted by the City Council.
(c) Valid, Binding and Enforceable Obligations. This Master Lease Agreement the Master Site Lease and the ReimbUrseme1t Agreement Payment Agreement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms.
(d) No Encumbtans The City will not mortgage or encumber the Property, except as provided or permitted under the terms of this Master Lease Agreefflent the Master Site Lease and the Reimbursement Agreement Payment Agreement. (e) No Conflicts. To the best of its owledge, and in reliance upon confirmation of the Plan, the execution and delive of this Master Lease Agreement the Master Site Lease and the Reimbursement Agreement Payment Agreement, the consummation of the transactions herein, therein and in the Plan 0emplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulati0fl or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbtan would have 0nseqUenCes that would materiallY and adversely affect the consummation of the transactions 0templated by this Master Lease Agreemt the Master Site Lease and the Reimbursement Agreement Payment Agreement or the financial condition, assets, properties or operations of the City. -5-
OHS WEST:261l3083l
Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permiSSiOfl authorization, order or license of, or filing or registration with, any government authority is necessary in connection with the execution and delivery of this Master Lease Agreement, the Master Site Lease and the Reimbursement Agreement Payment Agreement, or the consummation of any transaction herein, therein or in the Plan 0ntemplated, except as have been obtained or made and as are in full force and effect.
(g) No Litigation. There is no action, suit, proceediflg inquiry orjVestigation before or by any court or federal, state, municipal or other governmental authority pending or, to the kowIedge of the City, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions0ntemplated by or the validity of this Master Lease Agreement, the Master Site Lease, theReimbursement Agreement Payment Agreement or the Plan, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or othergovernmental authority, which default might have consequences that would materially andadversely affect the consummation of the transactions 0templated by or the ability of the City to perform its obligations under this Master Lease Agreement the Master Site Lease, theReimbursement Agreement Payment Agreement or the Plan. (h) Status of the Property. The City is the fee owner of the Property.

Sci1°fli02 pieflatiosC0iefl4t1 TheAuthority represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence. The uthority is a joint exercise of powers authority organized and existing under and by virtue of the laws of the State, has power to enter into this Master Lease Agreements the Master Site Lease and the Master Assignment Agreement, is possessed of full power to own and hold, improve and equip real and personal property and to lease and sell the same, and has duly authorized the execution and delivery of all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms.
(b) Due Execution. The representatives of the Authority executing this Master Lease Agreement the Master Site Lease and the Master Assignment Agreement have been fully authorized to execute the same pursuant to a resolution duly adopted by the Board ofDirectors of the Authority. (c) Valid, Binding and Enforceable Obligations. This Master LeaseAgreemeflt the Master Site Lease and the Master Assignment Agreement have been dulyauthorized, executed and delivered by the Authority and constitute the legal, valid and bindingobligations of the Authority enforceable against the Authority in accordance with their respective terms.
-6-
OHS WEST:261133l1’
(d) No Encumbrances. The Authority will not pledge the Lease Payments or other amounts derived from the Property and from its other rights under this Master Lease Agreement and will not mortgage or encumber the Property, except as provided under the terms of this Master Lease Agreement and the Master Assignment Agreement. (e) No Violations. To the best of its knowledge, and in reliance upon confirmation of the Plan, neither the execution and delivery of the this Master Lease Agreement, the Master Site Lease or the Master Assignment Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby, thereby or by the Plan, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Authority, or upon the Property, except PermittedEncumbrances. (f) No Assignments. Except as provided herein and in the Master Assignment Agreement, the Authority will not assign this Master Lease Agreement, the Master Site Lease, its right to receive Lease Payments from the City or its rights, remedies, duties orobligations hereunder or thereunder to any other person, firm or authority so as to impair orviolate the representations, covenants and warranties contained in this Section 2.02. (g) Consents and Approvals. No consent or approval of any trustee or holderof any indebtedness of the Authority, and no consent, permission, authorization, order or licenseof, or filing or registration with, any governmental authority is necessary in connection with theexecution and delivery of this Master Lease Agreement, the Master Site Lease or the MasterAssignment Agreement, or the consummation of any transaction herein, therein or in the Plancontemplated, except as have been obtained or made and as are in full force and effect. (h) No Litigation. There is no action, suit, proceeding, inquiry orinvestigation before or by any court or federal, state, municipal or other governmental authoritypending or, to the knowledge of the Authority after reasonable investigation, threatened againstor affecting the Authority or the assets, properties or operations of the Authority which, ifdetermined adversely to the Authority or its interests, would have a material and adverse effectupon the consummation of the transactions contemplated by or the validity of this Master LeaseAgreement, the Master Site Lease, the Master Assignment Agreement or the Plan, or upon thefinancial condition, assets, properties or operations of the Authority, and the Authority is not indefault with respect to any order or decree of any court or any order, regulation or demand of anyfederal, state, municipal or other governmental authority, which default might haveconsequences that would materially and adversely affect the consummation of the transactionscontemplated by or the ability of the Authority to perform its obligations under this Master LeaseAgreement, the Master Site Lease, the Master Assignment Agreement or the Plan. -7-
OHS WEST:261 130831.11

ARTICLE III

USE OF AVAILABLE PROCEEDS
Section 3.01 Deposit of Moiicy. Pursuant to the Original Trust Agreements, the Authority caused to be deposited with the applicable Trustee the proceeds of sale of the Certificates on their respective original dates of issuance.

Section 3.02 yent of Improvement CQ. Payment of Improvement Costs has been made from certain proceeds of the Certificates deposited with the applicable Trustee.

Section 3.03 ypent of Available Proceeds to Bpic. Available proceeds of the Certificates and other funds, in the aggregate amount of $6,136,927, are currently held by the Trustees. Upon the effectiveness of this Master Lease Agreement, the City and the Authority shall direct the Trustees to (i) transfer the Available Proceeds to the Bank; (ii) cancel such Certificates; (iii) execute such documents as may be necessary or desirable to evidence the dissolution of the trusts created by the Original Trust Agreements and the termination of the Original Trust Agreements; and (iv) execute such documents as may be necessary or desirable to effectuate the transactions contemplated by this Master Lease Agreement, the Master Site Lease, the Master Assignment Agreement and the Plan as it relates hereto and thereto.

ARTICLE IV
AGREEMENT TO LEASE; TERM OF LEASE AGREEMENT;

LEASE PAYMENTS
Section 4,Qj The Authority hereby reaffirms the respective leases of the Property to the City by the Original Lease Agreements and the City hereby reaffirms the respective leases of the Property from the Authority by the Original Lease Agreements, and amends and restates the Original Lease Agreements as set forth herein. The Authority shall henceforth lease the Property to the City and the City shall henceforth lease the Property from the Authority on the conditions and terms hereinafter set forth, and subject to all easements, encumbrances and restrictions on the Property that existed, respectively, at the commencement of the terms of each of the Original Lease Agreements as to the portions of the Property leased thereunder, and to Permitted Encumbrances. The City hereby agrees and covenants during the Term that, except as hereinafter provided, it will use the Property for public purposes so as to afford the public the benefits contemplated hereby and so as to permit the Authority to carry out its agreements and covenants contained in the Master Assignment Agreement, and the City hereby further agrees and covenants during the Term as to the Property, except as otherwise provided herein (including under Section 5.11 hereof), that it will not abandon or vacate the Property.

Section 4.02 Term of Lease. The term of this Master Lease Agreement—that being the Term—shall continue the terms of the Original Lease Agreements existing on the date of execution and delivery hereof, but all such terms, as a single Term hereunder, shall end on January 1, 2042, unless the Term is extended as hereinafter provided. If on January 1, 2042, all -8-
OHS WEST:261 130831.11
obligations of the City to the Bank under the ReimbUrSeme1t Agreement Payment Agreement shall not be discharged or that agreement shall not otherwise have terminated by its terms, or if the Lease Payments payable hereunder shall have been abated at any time and for any reason, then the Term shall be extended from year to year until all obligations due the Authority by the City under this Master Lease Agreement and all obligations due the Bank by the City under theReimbursement Agreement Payment Agreement are paid or otherwise satisfied; and provided further that this Master Lease Agreement is subject to prior termination upon satisfaction of the conditions set forth in Section 4.04(b) hereof.

Sccion4.O3PossesSipfl Acq tionalJd Constncti_ioii. The City took possession of the 2000 Property, 2001 Property, 2002 PropertY and 2003 PropertY Ofl the original dates of delivery of the 2000 COPs, 2001 COPs, 2002 COPs and 2003 COPs, respectively.

Pursuant to the Original Lease Agreemeflt5 the Authority appointed the City as its agent for thepuoseS of acquisition, construction and installation of the Improvement5, and as of the date hereof has acquired, constructed and improved the Improvements. çjon4.O4 (a) Obligation to Pay. Subject to the provisions of Articles VI and X hereof, including the provisionS for prepayment of any Principal Components or Lease Payments as set forth therein, the City agrees to pay to the Authority, itssuccessors and assigns, as rental for the use and occupancy of the Property, the Lease Payments in the amounts specified in Exhibit B to this Master Lease Agreement (as such amounts may be adjusted pursuant to subsections (b) and (c) of this Section 4.04), to be due and payable onJanuary 1 of such year, commencing JanuarY 1, 2012 (collectively, the “Lease Payment Dates”), for use and occupancy of the Property in each such year; except that no payment shall be due for the period from the Closing Date (as such term is defined in the Reimbursement Agreement Payment Agreement) through December 31, 2011.
(b) Effect ofPrepayment. In the event that the City prepayS all remaining Principal Components in full pursuant to Article X hereof and satisfies all of its obligations to the Bank in accordance with the provisions of the Reimbursement Agreement Payment Agreement, the City’s obligations under this Master Lease Agreement shall thereupon cease and terminate including the City’s obligation to pay Lease Payments under this Section 4.04. In the event that the City prepayS the Principal Components in part, but not in whole, pursuant to Section 10.02 orpursuant to Section 10.03 hereof as a result of any insurance or condemnation award with respect to any portion of the Property, such prepayment shall be credited entirely towards theprepayment fthe Principal Components as designated by the City pursuant to Section 2.9.1 ofthe Reimbursement Agreement Payment Agreement, and in lieu of such designation, thePrincipal Components shall be reduced in inverse order of their dates of payment, and theremaining Lease Payments shall be adjusted to equal the remaining amounts payable under theReimbursement Agreement Payment Agreement. (c) Rate on Overdue Payments. As provided in the Reimbursement Agreement Payment Agreement, in the event the City should fail to make any of the payments required in this Section 4.04, the payment in default shall continue as an obligation of the Cityuntil the amount in default shall have been fully paid, and the City agrees to pay the same withinterest thereon, to the extent permitted by law, from the date of default to the date of payment at -9-
OHS WEST:261130831H
a rate equal to the interest rate or rates, as applicable specified in the Reimbursement Agreement Payment Agreement.
(d) Fair Rental Value. The Lease Payments for the PropertY for each calendar year shall constitute the total rental for the Property for each such calendar year and shall be paid by the City on each Lease Payment Date, as provided in Section 4.04(a), for and in consideration of the right of the use and occupancy, and the continued quiet use and enjoyment of the PropertY during each calendar year. The Parties have agreed and determined that the total LeasePayments for the Property do not exceed the fair rental value of the Prope. In making suchdetermination, consideration has been given to the obligations of the Parties under this Master Lease Agreement, the uses and purposes which may be served by the Property and the benefitstherefrom which will accrue to the City and the general public. (e) Source ofPayments; Budget and ApprOPriati0 The Lease Payments shall be payable from any source of available nds of the City, subject to the provisions ofArticle VI and Section 10.02 hereof.

The City covenants to take such action as may be necessarY to include all LeasePayments due hereunder and all Additional Payments in each of its budgets during the Term andto make the necessarY annual appropriations for all such Lease Payments in the amountsscheduled to become due, including all Additional Payments and taking into account anyprepaYments pursuant to Articles IV, Article VI and Article X hereof. The covenants on the partof the City contained herein shall be deemed to be and shall be construed to be duties imposed bylaw and it shall be the duty of each and every public official of the City to take such action anddo such things as are required by law in the performance of the official duty of such officials toenable the City to carry out and perform the covenants and agreements in this Master LeaseAgreement agreed to be carried out and performed by the City. (f) Assignment. The City understands and agrees that all Lease Payments have been assigned by the AuthoritY to the Bank pursuant to the Master Assignment Agreemeflt and the City hereby consents to such assignment. The Authority hereby directs the City, and theCity hereby agrees to pay to the Bank at its Principal Office, all payments payable by the Citypursuant to this Section 4.04 and all amounts payable by the City pursuant to Article X hereof. (g) Guarantee ofMotor Vehicle License Fees. In accordance with theprovisiOnS of Section 37351.5 of the California Government Code, the City elected to guaranteepayment of lease payments under the 2000 Lease Agreement in the amounts shown in Exhibit Dhereto from moneys credited to the Motor Vehicle License Fee Account in the Transportation Tax Fund to which the City is entitled under Chapter 5 (commencing with Section 11001) of Part5 of Division 2 of the California Revenue and Taxation Code. The City provided notice to theState Controller of such election, which notice included a schedule of lease payments relating tothe 2000 Lease Agreement and identified the 2000 Trustee as the trustee selected by the City forthe purposes of such section 37351.5.

The City hereby reaffirms its guarantee of payment of the lease payments asprovided in the 2000 Lease Agreement which lease payments constitute a portion of the LeasePayments due hereunder. The City hereby appoints the Bank as “trustee” for purposes of the .10-
OHS WEST:261 13083Lfl
notifications and actions required or permitted to be taken with respect to Section 37351.5 of the California Government Code related to payments hereunder as the Bank is, pursuant to the Plan, the successor to the interests in respect of that guarantee of the trustee under the 2000 Trust Agreement and the beneficiary thereof. In the event that, for any reason, the funds otherwise available to the City will not be sufficient to make Lease Payments in at least the amounts shown in Exhibit D hereto at the time that payment is required, the City will notify the Bank, which shall immediately communicate that information to the State Controller.

The City further agrees that it will not elect to guarantee future payments under any other agreement from moneys credited to the Motor Vehicle License Fee Account in the Transportation Tax Fund to which the City is entitled under Chapter 5 (commencing with section 11001) of Part 5 of Division 2 of the California Revenue and Taxation Code unless (i) the moneys credited to the Motor Vehicle License Fee Account in the Transportation Tax Fund to which the City is entitled for each of the preceding five (5) Fiscal Years shall have amounted to at least 2.5 times the sum of(x) the remaining maximum annual payment set forth in Exhibit D hereto, subject to any reductions as provided in Section 3.08(c) hereof plus (y) the maximum annual debt service coming due and payable with respect to such other agreement in any future Fiscal Year, and (ii) the Bank has provided its prior written approval thereof which approval shall not be unreasonably withheld. When, for purposes of computing the coverage requirements of the preceding paragraph, any portion of existing or proposed debt service is computed at a variable interest rate shall be assumed to be the greater of (i) the average variable rate for the preceding one year period, and (ii) 6%.

Section 4.05 [Reserved.1
Section 4.06 [Reserved.]
Section 4.07 [Reserved.]
Section 4.08 [Reserved.]
Section 4.09 Quiet Enjoyment. During the Term, the Authority shall provide the City with quiet use and enjoyment of the Property, and the City shall, during such Term, peaceably and quietly have and hold and enjoy the Property, without suit, trouble or hindrance from the Authority, except as expressly set forth in this Master Lease Agreement. The Authority will, at the request of the City and at the City’s cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so.

Notwithstanding the foregoing, the Authority and the Bank shall have the right to inspect the Property as provided in Section 7.02 hereof.

Section 4.10 e. (a) During the Term, the Authority shall hold fee title to those portions of the Property which are newly acquired or constructed (excluding real property acquired) and any and all additions which comprise fixtures, repairs, replacements or modifications to the Property, except for those fixtures, repairs, replacements or modifications which are added to the Property by the City at its own expense and which may be removed without damaging the Property and except for any items added to the Property by the City pursuant to Section 5.09 hereof.
—11—
OHS WEST:261 130831.11
(b) If the City prepays the Lease Payments in full pursuant to Article X hereof, including by reason of prepayments pursuant to Article VI hereof, or pays all Lease Payments during the Term as the same become due and payable, all right, title and interest of the Authority under this Master Lease Agreement in and to the Property shall be transferred to and vested in the City. The Authority agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer of title.

Section 4.11 Additional Payments. In addition to the Lease Payments, the City shall pay when due all costs and expenses incurred by the City and the Authority in complying with the provisions of this Master Lease Agreement and the Reimbursement Agreement Payment Agreement or otherwise arising from the financing of the Property, including compensation, reimbursable expenses and fees due to the Bank, all costs and expenses of auditors, engineers, counsel and accountants and any amounts required to be rebated to the federal government, which payments shall not be subject to abatement. Fees of the Bank shall be paid by the City to the Bank on the earlier of (i) the dates and times specified in the Reimbursement Agreement Payment Agreement, and (ii) the Lease Payment Dates.

Section 4.12 No Merger. It is the express intention of the parties hereto that this Master Lease Agreement, and the obligations of the parties hereunder, shall be and remain separate and distinct from the Master Site Lease and the obligations of the parties thereunder, and that, during the Term, no merger of title or interest shall occur or be deemed to occur as a result of the position of the City as lessor under the Master Site Lease and as lessee hereunder or the position of the Authority as lessee under the Master Site Lease and as lessor under this Master Lease Agreement.

Section 4.13 Subordinate MPA Lease. On the date hereof, pursuant to the Plan:
(i) the City assumed obligations to make certain lease payments to MPA Leasing Corporation pursuant to the Subordinate MPA Lease; and (ii) the assignees of the Subordinate MPA Lease executed documents evidencing the subordination of the Subordinate MPA Lease to this Master Lease Agreement. Therefore, the Subordinate MPA Lease shall be deemed subordinate to this Master Lease Agreement as to the portion of the 2000 Property constituting the JFK Library.

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS;

AND OTHER MATTERS
Section 5.01 Maintenance, Utilities, Taxes and Assessments. Throughout the Term, as part of the consideration for the 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, water and all other utility services, and shall pay for or otherwise arrange for the 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 Lease Payments herein provided, the Authority agrees to provide only the Property, as hereinbefore more specifically set forth. The City waives the benefits of subsections 1 and 2 of section 1932 of the -12-
OHS WEST:261130831.11
California Civil Code, but such waiver shall not limit any of the rights of the City under the terms of this Master Lease Agreement.

The City shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the uthOrity or the City ffectiflg the Property or the respective interests or estates therein; provided that with respect to special asseSsmeflts or other governmental charges that may ‘awfullybe 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 as and when the same become due.

The City may, at the City’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 50 contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Bank shall notify the City 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 shall promptly pay such taxes, assessments or charges or provide the uthority with fill security against any loss which may result from nonpaymeflt in form 5tjsfactOry to the Authority and the Bank. c!iL°2 The City shall at its owfl expense have
the right to remodel the PropertY or to make additions, modifications and improvements to theProperty; provided that no such modeling, addition, modification or improvement shall: (i) diminish or otherwise have an adverse effect with respect to the fair market value of the Property, (ii) impaIr the City’s ability to use or occupY the PropertY or (iii) cause any abatement of Lease Payments hereunder. All additions, modifications and improvements shall thereafter comprise part of the Property and be subject to the provisions of this Master Lease Agreement.

Such additionS, modifications and improvements shall not in any way damage the Property, substantially reduce the ability of the City to use or occupY the propertY or cause the Property 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 improvemts made thereto pursuant to this Section 5.02, shall be of a value which is not less than the value of theProperty immediately prior to the making of such additions, modifications and improvements.

The City will not permit any mechanic’s or other lien to be established or remain against the Property for labor or materials firnished in connection with any emodeliflg, additiOflS, modifications, improVemt5 repairs, renewals or replacements made by the City pursuant to this Section 5.02; provided that if any such lien is established and the City shall first notify or cause to be notified the Authority and the Bank of the City’s intention to do so, the City may in good faith contest any lien filed or established against the Property and in such event may permit the items so contested to remain ndischarg and unsatisfied during the period of such contest and any appeal therefrom and shall provide the Authority with fill security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfact0’ to the Authority and the Bank. The uth0rity will cooperate fully in any such contest, upon therequest and at the expense of the City. The City agrees that it will take no action that would affect the availability of its use and possession of the property. -13-
OHS WEST:261130831hI
$jonQ PubcIUitY and PropertY DamagJflall The City shall maintain or cause to be maintained, throughout the Term, insurance policies, including a standard comprehensive general insurance policy or policies in protection of the AuthoritY, the City and the Bank and their respective members, officers, agents and employees, as additional covered parties. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City, and may be maintained through a joint exercise of powers authority created for such purpose or in the form of selfinsurance by the City. Said policy or policies shall provide for indemnification of said parties against direct or consequential loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation 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 each accident or event, and in a minimum amount of $150,000 for damage to property resulting from each accident or event. Such 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. Deductibles, if any, shall be in such amounts as may reasonably be obtained by a city of comparable size to the City, in the same county as the City, insuring risks comparable to those that are the subject of said insurance coverage, but in no circumstance be in excess of amounts that would be reasonable in the exercise of prudence and good judgment by the City. The proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the proceeds of such insurance shall have been paid. Such insurance may be maintained as part ofor in conjunction with any other liability insurance carried by the City.

ScioniO4Fire, Extended Covrage Eartlquak EloodinsUrar1 The City shall procure and maintain, or cause to be procured and maintained, throughout the Term, insurance against loss or damage to any structures constituting part of the Property by fire and lightning, with extended coverage and vandalism and malicious mischief insurance, with the Bank named as loss payee. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried by the City and may be maintained in whole or in part through a joint exercise of powers authority created for such purpose.

Said extended coverage insurance shall, as nearly as practicable cover loss or damage by explosion windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the greater of one hundred percent (100%) of the replacement cost of the damaged or destroyed structures or the principal amount of the Certificates. Such insurance may be subject to deductible clauses of not to exceed $100,000 for any one loss. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried by the City and may be maintained in whole or in part in the form of insurance maintained through a joint exercise of powers authority created for such purpose or in the form of selfinsUrance by the City. The Net Proceeds of such insurance shall be applied as directed by the City, with the approval of the Bank, as provided in Section 6.02(a) hereof.

The City agrees to procure and maintain, or cause to be procured and maintained, throughout the Term, insurance against earthquake loss or damage to any structure constituting a portion of the Property in such amounts as an independent insurance consultant shall annually determine is necessary to protect the City for such risk, provided that the City determines that it -14-
OHS WE5T:261 130831.11
is able to procure such earthquake insurance from a reputable insurer on the open market at a reasonable price. Such insurance may be subject to a deductible clause of not to exceed ten percent (10%) for any one loss. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City and may be maintained in whole or in part through a joint exercise of powers authority created for such purpose. The Net Proceeds of such insurance shall be applied as directed by the City, with the approval of the Bank, as provided in Section 6.02(a) hereof.

The City agrees to procure and maintain, or cause to be procured and maintained, throughout the Term, insurance against flood loss or damage to any portion or parcel of the Property located in a Federal Emergency Management Agency designated flood zone in such amounts as an independent insurance consultant shall annually determine is necessary to protect the City for such risk, provided that the City determines it is able to procure such flood insurance from a reputable insurer on the open market at a resonable price. Such insurance may be subject to a deductible clause of not to exceed ten percent (10%) for any one loss. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City and may be maintained in whole or in part through a joint exercise of powers authority created for such purpose. The Net Proceeds of such insurance shall be applied as directed by the City, with the approval of the Bank, as provided in Section 6.02(a) hereof.

SioniO5 Utiti0Dj! The City shall procure and
maintain, or cause to be procured and maintained, for the benefit of the Authority, throughout the Term, rental interruptiOfl insurance to cover loss, total or partial, of the Lease Payments to be made by the City, with the Bank named as loss payee, in amount at least equal to the aggregate amount of the Lease Payment coming due on the next succeeding Lease Payment Date. Such insurance may be carried in conjunction with, and may be subject to the same provisions as, the insurance required under Section 5.04. The City hereby assigns to the Authority all right of the City, if any, to collect and receive Net Proceeds under any of said policies, which right has been assigned by the AuthoritY to the Bank pursuant to the Master Assignment Agreement. The Net Proceeds of such insurance shall be paid to the Bank and shall be credited towards the payment of the Lease Payments fl the order in which such Lease Payments come due and payable.

Sciofl-°6jnrThce.
(a) The City provided a CLTA title insurance policy for each respective series of Certificates naming the City, the Authority, and the applicable Trustee (for the benefit of the owners of the Certificates in that series) as insureds in the aggregate covering, and in an amount of not less than the principal amount of the Certificates, insuring the City’s respective subleasehold estates in the Property, subject only to certain encumbrances (these policies being,collectively, the Title Insurance). (b) The Net Proceeds of the Title Insurance shall be applied, with the approval of the Bank, as provided in Section 6.02(c) hereof.

Inurance0 Form qfpcieS. Each policy ofinsurance required by Sections 5.04, 5.05 and 5.06 hereof shall be obtained from an insurance provider licensed to do business in the State and rated “A” or better by A.M. Best & Company or -15-
OHS WEST:261130831h’
from a joint exercise of powers authority created for such purpose, and shall provide that all proceeds thereunder shall be payable to the Bank and applied as provided in Section 6.02 hereof.

The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Master Lease Agreement. The City shall, upon request of the Bank, deliver to the Bank evidence of insurance in force or a Written Certificate stating that the insurance required by this Master Lease Agreement is in force and effect accompani by a statement of any insurance reserves maintained by the City or any joint powers authoritY relating to coverage provided orobtained by the City in satisfaction of the requirements of this Article V.

Sioni 4yceS. If the City shall fail to perform any of its obligations with respect to obtaining and aintainiflg insurance pursuant to this Article V, the AuthoritY or the Bank may, but shall not be obligated to, take such action as may be necessary to cure such failure, jncluding the advancement of money, and the City shall be obligated to repay all such advances as soon as possible with interest at a rate equal to the rate then payable on Tranche A (as defined in the Reimbursement Agreement). Evidence of such advances shall be governed by Section 2.12 of the Reimbursement Agreement Payment Agreement.

Sioii.O9 1latio2fC Eulment. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal propertY in or upon the Property. All such items shall remain the sole property of the City, in which neither the uthority nor the Bank shall have anyinterest, and may be modified or removed by the City at any time provided that the City 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 Master Lease Agreement shall prevent the City from purchasing or leasing items to be installed pursuant to this Section 5.09 under a lease orconditional sale agreement or subject to a vendor’s lien or security agreement as security for theunpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property.
çon 5.10 The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property other than the respective rights of the uthority, the Bank and the City asherein provided and permitted Encumbrances. Except as expressly provided in this Article V, the City shall promptlY at its own expense, take such action as may be necessary to dulydischarge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which itis responsible, if the same shall arise at any time. The City shall reimburse the Authority or theBank, as applicable for any expense incurred by either of them in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. ccIioi.ii
(a) 0tWithStandmg any provision of this Master Lease Agreement to thecontrary, but subject to the provisions of subsection (b) of this Section 5.11, the City shall not beobligated to continue to operate or maintain any golf course if (i) the City determines, in its solediscretion, that it would be uneconomic to do so and provides ittefl notice of suchdetermination to the Bank and the Authority 30 days prior to the cessation of operations ormaintenance activities at that golf course, and (ii) the cessation of operations or maintenance at -16-
OHS WEST:261130831h’
C
ti)C.)Cti)C
—
C

1.rfj
U
z00rj
r4C
rebuild or repair the Improvements for which the Net Proceeds were received and so notifies the Bank, the City may elect to apply the Net Proceeds to the costs of such rebuilding or repair. (b) From Eminent Domain Award. The City shall prepay, from Net Proceeds received pursuant to Section 6.01, the Principal Components of Lease Payments remaining unpaid, in whole or in part on any date, so that the aggregate annual amounts of Principal Components of Lease Payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate annual amounts of Principal Components of Lease Payments then unpaid, at a prepayment price equal to the sum of the Principal Components prepaid, without premium, plus accrued interest thereon to the date of prepayment at the respective rate or rates of interest applicable to those Principal Components under the Reimbursement Agreement Payment Agreement.
(c) From Title Insurance. The City shall prepay, from Net Proceeds received pursuant to any Title Insurance, the Principal Components of Lease Payments remaining unpaid, in whole or in part on any date, so that the aggregate annual amounts of Principal Components of Lease Payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate annual amounts of Principal Components of Lease Payments then unpaid, at a prepayment price equal to the sum of the Principal Components prepaid, without premium, plus accrued interest thereon to the date of prepayment at the respective rate or rates of interest applicable to those Principal Components under the Reimbursement Agreement Payment Agreement.

Sectioni Abatement of Lease Payrncnt. (a) The City has determined that the fair rental value of the Property as of the date hereof equals or exceeds the Lease Payments for each rental period hereunder; therefore, such payments due hereunder shall not be subject to abatement, except as provided in paragraphs (b) and (c) below. (b) Lease Payments shall be abated during any period in which, by reason of damage, destruction, non-completion or other event (other than by eminent domain which is hereinbefore provided for), there is substantial interference with the use and occupancy by the City of the Property or any portion thereof (other than any portions of the Property described in Section 5.02 hereof). The extent of such abatement shall be such that the resulting Lease Payments represent fair consideration for the use and occupancy of the portions of the Property not damaged, destroyed, incomplete or otherwise unavailable for use and occupancy by the City.

Such abatement shall continue for the period commencing with such damage, destruction, non-completion or other event and ending with the substantial completion of the work of repair or reconstruction or of completion of the Property or of the regained availability of use and occupancy. In the event of any such damage, destruction, non-completion or non-availability, this Master Lease Agreement shall continue in full force and effect and the City waives any right to terminate this Master Lease Agreement by virtue of any such damage, destruction, non completion or unavailability. Should the Bank assert a claim against the City with respect to the extent or duration of any such abatement, such claim shall be governed by the Dispute Resolution provisions of Section 7.15 of the Reimbursement Agreement Payment Agreement. -18-
OHS WEST:261130831.11
(c) Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6 03 by reason of damage, destruction, noncompletion or unavailability of all or a portion of the Property to the extent that:
(i) The fair rental value of the portions of the Property not damaged, destroyed, incomplete or otherwise unavailable for use and occupancy by the City (giving due consideration to the factors identified in the last sentence of Section 4.04(d)), based upon (A) the opinion of an appraiser with expertise in valuing such properties or (B) other appropriate method of valuation, is equal to or greater than the unpaid Principal Component of the Lease Payments; or (ii) The proceeds of rental interruption insurance are available to pay Lease Payments which would otherwise be abated under this Section 6.03, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments.

ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS; RELEASE AND

INDEMNIFICATION
Section 7.01 Disclaimer of Warranties. THE AUTHORITY MAKES NO

WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE

VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY

OF THE PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY. TN NO EVENT SHALL THE AUTHORITY OR ITS

ASSIGNS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL

DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE MASTER SITE LEASE

OR THIS MASTER LEASE AGREEMENT FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR THE CITY’S USE OF THE PROPERTY.

Section 7.02 Access to the Property. The City agrees that the Authority and any Authority Representative, the Authority’s successors or assigns and the Bank, shall have the right at all reasonable times to enter upon and to examine and inspect the Property. The City further agrees that the Authority, any Authority Representative, the Authority’s successors or assigns and the Bank shall have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by the City to perform its obligations hereunder.

Section 7.03 Release and Indemnification Covenants. The City shall and hereby agrees to indemnify and save the Authority and the Bank and their officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Property by the City, including, without limitation, the presence on, under orabout, or release from, the Property of any substance, material or waste which is or becomes regulated or classified as hazardous or toxic under State, federal or local law, (ii) any breach or -19-
OHS WEST:261130831.H
default on the part of the City in the performance of any of its obligations under this Master Lease Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (iv) any act or omission of any sublessee of the City with respect to the Property, or (v) the acquisition, construction, installation and equipping of the Property. No indemnification is made under this Section 7.03 or elsewhere in this Master Lease Agreement for willful misconduct, negligence or breach of duty under this Master Lease Agreement by the Authority or the Bank, their officers, agents, employees, successors or assigns.

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.01 Assignment by the Authority. The Authority’s rights under this Master Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the City under this Master Lease Agreement, have been assigned to the Bank pursuant to the Master Assignment Agreement, to which assignment the City hereby consents.

Section 8.02 Assignment and Subleasing by the City Use Agreements. This Master Lease Agreement may not be assigned by the City. The City may sublease the Property or any portion thereof, and may enter into use agreements, licenses, management agreements or other similar arrangements with other governmental units or private parties with respect to the Property, subject to all of the following conditions:
(i) This Master Lease Agreement and the obligation of the City to make Lease Payments and Additional Payments hereunder shall remain obligations of the City;
(ii) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Bank a true and complete copy of such sublease or other agreement;
(iii) No such sublease or other agreement shall cause the Property to be used for a purpose other than as may be authorized under the provisions of the constitution and laws of the State; and (iv) Any such sublease or other agreement shall have been authorized by resolution duly adopted by the City Council.

Section 8.03 Amendment of Master Lease Agreement. (a) Substitution of Properly. The City shall have, and is hereby granted, the option at any time and from time to time during the Term to substitute other land (a “Substitute Property”) for the Property or a portion thereof, provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such substitution:
-20-
OHS WEST:261130831.I1
(i) The City shall file with the Authority and the Bank an amended Exhibit A to the Master Site Lease which describes the Substitute Property and any remaining Property;
(ii) The City shall file with the Authority and the Bank an amended Exhibit C to this Master Lease Agreement which describes the Substitute Property and any remaining Property;
(iii) The City shall obtain a modification of the Title Insurance then insuring the City’s leasehold estate in the Property insuring the City’s leasehold estate in the Substitute Property, subject only to then-existing Permitted Encumbrances;
(iv) Such substitution shall not cause the City to violate any of its covenants, representations and warranties made in this Master Lease Agreement or in the Reimbursement Agreement Payment Agreement; and
(v) The City shall have obtained the prior written consent of the Bank, which consent shall not be unreasonably withheld. (b) Release ofProperty. The City shall have, and is hereby granted, the option at any time and from time to time during the Term to release any portion of the Property, provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release:
(i) The City shall file with the Authority and the Bank an amended Exhibit A to the Master Site Lease which describes the Property, as revised by such release;
(ii) The City shall file with the Authority and the Bank an amended Exhibit C to this Master Lease Agreement which describes the Property, as revised by such release;
(iii) Such release shall not cause the City to violate any of its covenants, representations and warranties made in this Master Lease Agreement or in the Reimbursement Agreement Payment Agreement; and (iv) The City shall have obtained the prior written consent of the Bank, which consent shall not be unreasonably withheld.
(c) General. Without the prior written consent of the Bank, (i) the City and the Authority will not alter, modify or cancel, or agree or consent to alter, modify or cancel this Master Lease Agreement, except in connection with a substitution or release permitted by this Section 8.03, and (ii) the City will not abandon or vacate the Property except as otherwise provided herein (including Section 5.11 hereof).
(d) Disputes. In the event the City requests release or substitution of Property pursuant to subdivision (a) or (b) of this Section 8 03 and the Bank declines to consent to such -21-
OHS WEST:26 I I 3083 I 11
release or substitutiOfl, such dispute shall be governed by the prOvi5i0 of Section 7.15 of theReimbUr5emt Agreement Payment Agreement. For the avoidance of doubt, in any suchdispute the City shall have the burden of proving that the Bank’s e1ifljngto consent to suchrelease or substitution was unTea5on.

ARTiCLE IX

EVENTS OF DEFAULT AND REMEDIES
on 9.01 sofDefaitDefmned The following shall be “Events ofDefault” under this Master Lease Agreement and the terms “Events of Default” and “Default” shall mean, whenever they are used in this Master Lease Agreemt any one or more of thefollowing events:
(a) Failure by the City to pay any Lease Payment or Additional Payment required to be paid hereunder at the time specified herein. (b) Failure by the City tO observe and perform any covenant, condition oragreement on its part to be observed or performed other than as referred t0 in clause (a) of thisSection 9.01, for a period of thirtY (30) days after written notice specifying such failure andrequesting that it be remedied has been given to the City by the Authority or the Bank; providedhowever, if the failure stated in the notice can be corrected, but not within the applicable periodthe uthority and the Bank shall not easonay withhold their consent to an extension of suchtime if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected.
(c) The filing by the City of a voluntary petition in nkruptcy, or failure bythe City promptlY to lift any execution, garnishment or atachmt, or adjudication of the City asa bankr1Pt, or assigfl1nt by the City for the benefit of creditors, or the entry by the City into anagreement of comPositi0fl with creditors, or the approval by a court of competent jurisdictl0fl ofa petition applicable to the City in any proceedings instituted under the provisions of the FederalBankruptcY Code, as amended, or under any similar acts which may hereafter be enacted;provided that the commencement of the Case and the orders and proceedings therein Ot arisingtherefrom or in connection therewith, shall not constitute an “Event of Default” under thisMaster Lease Agreement. (d) Notice from the Bank to the City and the uthOrity of the occurrence andcontinuance of an Event of Default by the City under, and as defined in, the Reimbursement Agreement Payment Agreement.
çon 9.02 4iesOnDit. Subject to the prior wriflen consent of theBank, whenever any Event of Default or Default referred to in Section 9.01 hereof shall havehappened and be 0ntiflUing, it shall be laUl for the Authority to exercise any and all remediesavailable pursuant to law or granted pursuant to this Master Lease Agreement; providedhowever, that 0withstaflthng hing herein to the contrary, there shall be no right under anycircumstances to accelerate the Lease Payments or otherwise declare any Lease Payments notthen in default to be immediatY due and payable. Each and every covenant hereof to be kept -22-
OHS WEST263083lfl
and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights of entry and re-entry upon the Property, and also, at its option, with or without such entry, may terminate this Master Lease Agreement as provided inparagraph (b) of this Section 9.02; provided, that no such termination shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such Event of Default or Default and notwithstanding any re-entry bythe Authority, the City shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and Additional Payments or damages for breach of this Master Lease Agreement and the performance of all conditions herein contained and, in any event such rent andlor damages shall be payable to the Authority at the time and in the manner as herein provided, to wit:
(a) Subject to the rights of the Bank, in the event the Authority does not elect to terminate this Master Lease Agreement in the manner hereinafter provided for insubparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and Additional Payments and the performance of all conditions herein contained andshall reimburse the Authority for any deficiency arising out of the re-leasing of the Property, or, in the event the Authority does not re-lease the Property, then for the full amount of all Lease Payments and Additional Payments to the end of the Term, but said Lease Payments andAdditional Payments or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments and Additional Payments hereunder, notwithstanding such entry or re-entry by the Authority or any suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry orobtaining possession of the Property or the exercise of any other remedy by the Authority. The City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City toenter upon and re-lease the Property upon the occurrence and continuation of any Default orEvent of Default and to remove all personal property whatsoever situated upon the Property toplace such property in storage or other suitable place in Solano County, for the account of and atthe expense of the City, and the City hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and releasing of the Property and the removal and storage of such property by the Authority or its dulyauthorized agents in accordance with the provisions herein contained. The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re-enteringand taking possession of the Property as herein provided and all claims for damages that mayresult from the destruction of or injury to the Property and all claims for damages to or loss ofany property belonging to the City that may be in or upon the Property. The City agrees that theterms of this Master Lease Agreement constitute full and sufficient notice of the right of theAuthority to re-lease the Property in the event of such re-entry without effecting a surrender ofthis Master Lease Agreement, and further agrees that no acts of the Authority in effecting suchre-leasing shall constitute a surrender or termination of this Master Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, orotherwise, but that, on the contrary, upon the occurrence and continuation of any Default orEvent of Default hereunder, the right to terminate this Master Lease Agreement shall vest in theAuthority to be effected in the sole and exclusive manner hereinafter provided for insubparagraph (b) hereof. The City further waives the right to any rental obtained by theAuthority in excess of the Lease Payments and Additional Payments and hereby conveys and -23-
OHS WEST:261130831.11
releases such excess to the Authority as compensation to the Authority for its services in releasing the PropertY.
(b) Subject to the rights of the Bank, upon the occurrence and continuation of any Default or Event of Default hereunder, the Authority at its option may terminate this Master Lease Agreement and re-lease all or any portiofl of the PropertY. In the event of the termination of this Master Lease Agreement by the Authority at its option and in the manner hereinafter provided on account of an Event of Default or a Default by the City (and 0twjthstandiflg any re entry upon the Property by the Authority in any manner whatsoever or the re-leasing or sale of the Property) the City nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and Additional Payments. Any surplus received by the Authority from such re-leasing shall be the absolute property of the Authority and the City shall have no right thereto, nor shall the City be entitled to any credit in the event of a deficiency in the rentals received by the Authority from the Property. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlathil detainer taken by the Authority shall of itself operate to terminate this Master Lease Agreement, and no termination of this Master Lease Agreement on account of default by the City shall be or become effective by operation of law, or otheise, 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 Master Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the Term or any termination of this Master Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice.
0ithstafldiflg any other provisions of this Master Lease Agreement, the Bank shall have the right to direct the remedies to be taken upon the occurrence and continuation of any Default or Event of Default hereunder, and the Bank’s consent shall be required for any remedial action taken by the Authority hereunder.
ççjon9.O3I crnedExC145No remedy herein conferred upon or reserved to the Authority or the Bank is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Master Lease Agreement or now or hereafter existing at law or in equity. No delay or omissiOfl to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Bank to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article or by law. ciion2°4 In the event
either party to this Master Lease Agreement should default under any of the provisions hereof and the 0ndefaultiflg party or the Bank should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party contained herein, the defaulting party agrees that it will on demand therefor pay to the 0ndefaulting party or the Bank the reasonable fees of such -24-
OHS WEST:261130831”
attorneys and such other expenses so incurred by the nondefaulting party and the Bank, respectively.

Section 9.05 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Master Lease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 9.06 Application of Proceeds. All net proceeds received from the re lease or other disposition of the Property under this Article IX, and all other amounts derived by the Authority as a result of a Default or an Event of Default hereunder, shall be applied by the City to prepay the Principal Components of Lease Payments remaining unpaid, in whole or in part on any date, so that the aggregate annual amounts of Principal Components of Lease Payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate annual amounts of Principal Components of Lease Payments then unpaid, at a prepayment price equal to the sum of the Principal Components prepaid, without premium, plus accrued interest thereon to the date of prepayment at the respective rate or rates of interest applicable to those Principal Components under the Reimbursement Agreement Payment Agreement.

Section 9.07 Bank to Exercise Rights. Such rights and remedies as are given to the Authority under this Article IX have been assigned by the Bank pursuant to the Master Assignment Agreement, to which assignment the City hereby consents.

ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.01 Optional Prepayment. The City, at its option, may, with the consent of the Bank, prepay the Principal Component of Lease Payments in any amount on any date following thirty (30) days’ written notice to the Bank of the City’s intention to do so as provided hereinbelow. The City may designate which Lease Payments, and the dates thereof, the Principal Components of which it is choosing to prepay. The City agrees that if following such prepayment the Property is damaged or destroyed or taken by eminent domain, it is not entitled to, and by such prepayment waives the right of, abatement of such prepaid Lease Payments and shall not be entitled to any reimbursement of such Lease Payments.

Notwithstanding any prepayment, as long as any Lease Payments or Additional Payments remain unpaid, the City shall not be relieved of its obligations hereunder.

Section 10.02 Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the Lease Payments in whole or in part on any date from and to the extent of any Net Proceeds of an insurance or Title Insurance award or a condemnation award. The City and the Authority hereby agree that such Net Proceeds, to the extent remaining after payment of any delinquent Lease Payments, shall be credited towards the City’s obligations under this Section 10.02.
-25-
OHS WE5T;261 130831.11

ARTICLE XI

MISCELLANEOUS
Section 11.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received upon actual receipt.

If to the City: City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Attention: Director of Finance
Telephone: (707) 648-4576
Telecopy: (707) 648-4426
If to the Authority: Vallejo Public Financing Authority 555 Santa Clara Street
Vallejo, CA 94590
Attention: Executive Director
Telephone: (707) 648-4576
Telecopy: (707) 648-4426
If to the Bank: Union Bank, N.A.

Real Estate Special Assets Department
445 South Figueroa Street, Suite 403
Los Angeles, California 90071-1602
Attention: Bette J. McCole
Vice President
Telephone: (213) 236-5242
Telecopy: (213) 236-5087
E-Mail: [email protected]
The Authority, the Bank and the City, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Any notice given by either Party to the other shall also be given to the Bank.

Section 11.02 Binding Effect. This Master 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 11.03 Severability. In the event any provision of this Master Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 11.04 Net-Net-Net Lease. This Master Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Lease -26-
OHS WEST:261130831.Ij
Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever.

Section 11.05 Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Master Lease Agreement.

Section 11.06 Execution in Counterparts. This Master Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 11.07 Applicable Law. This Master Lease Agreement shall be governed by and construed in accordance with the laws of the State.

Section 11.08 Authority and City Representatives. Whenever under the provisions of this Master Lease Agreement the approval of the Authority or the City is required, or the Authority or the City is required to take some action at the request of the other, such approval or such request shall be given for the Authority by an Authority Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval or request.

Section 11.09 Captions. The captions or headings in this Master Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Master Lease Agreement. -27-
OHS WEST:26113083111
Section 11.10 Third Party Beneficiaries. The Bank shall be considered a third party beneficiary for enforcing its rights under this Master Lease Agreement.

IN WITNESS WHEREOF, the Authority and the City have caused this Master Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the date first above written.

VALLEJO PUBLIC FINANCING AUTHORITY
A Joint Powers Authority Organized and Existing
Under the Laws of the State of California
By 63LL
Phil Batchelor
Executive Director
Attest:

Dawn Ahamson
Secretary
CITY OF VALLEJO, as Lessee
A Municipal Corporation
Appro d as to Fo
(I Fredettck G. oley
City Attorney /
Authority General Counsel
jrahamson
By
Phil Batchelor
City Manager
Approved as to Insurance:

Darrell Handy
City Risk Manager
-28-
OHS WEST:261130831
CALiFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
County of Solano
ss
)
On October 26, 2011 before me, Dawn G. Abrahamson, Notary Public, personally appeared Phil Batchelor, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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 ClliOn# 1127375
Calilornha
13 Sign atu r-L -

EXHIBIT A
Definitions
“Additional Payments” means the payments so designated and required to be paid by the City pursuant to Section 4.11 of this Master Lease Agreement. “Authority” means the Vallejo Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State. “Authority Representative” means the Chairman of the Authority, the Vice Chairman of the Authority, the Executive Director or any other person authorized by resolution of the Board of the Authority to act on behalf of the Authority under or with respect to the Master Lease Agreement, the Master Assignment Agreement and the Master Site Lease. “Bank” means Union Bank, N.A., formerly known as Union Bank of California, N.A.
“Bankruptcy Code” means Chapter 9 of Title 11 of the United States Code. “Business Day” means a day other than a Saturday, a Sunday or a day on which the New York Stock Exchange is closed or banks in the city in which the Principal Office of the Bank is located are authorized or obligated by law or executive order to close. “Case” means Case No. 2008-0268 13, styled In re City of Vallejo, California therein, commenced as a result of a petition filed by the City under the Bankruptcy Code on May 23, 2008 in the United States Bankruptcy Court for the Eastern District of California, Sacramento Division (the “Court”), thereby commencing Case No. 2008-0268 13, styled In re City of Vallejo, California therein (the “Case”)
“Certificates” has the meaning given that term in the Recitals. means the City of Vallejo, a charter city duly organized and validly existing under its charter and the Constitution of the State. “City Council” means the City Council of the City or, if the City ceases to have a city council, the governing board from time to time of the City. “City Representative” means each person authorized by resolution of the City Council to act on behalf of such City under or with respect to the Master Site Lease, this Master Lease Agreement and the Reimbursement Agreement Payment Agreement. “Court” has the meaning given that term in the Recitals. “Event of Default” means an event of default under this Master Lease Agreement, as defined in Section 9.01 of this Master Lease Agreement.

A-l
OHS WEST:261130831,11
“Fiscal Year” means the twelve-month period beginning on July 1 of any year and ending on June 30 of the next succeeding year, or any other twelve-month period selected by the City as its fiscal year.
“Improvements” means the construction, installation and equipping of various capital improvements throughout the geographic boundaries of the City paid for the proceeds of the Certificates.
“Improvement Costs” means the costs relating to the Improvements paid from proceeds of the Certificates.
“Independent Counsel” means an attorney duly admitted to the practice of law before the highest court of the state in which such attorney maintains an office and who is not an employee of the Authority or the City.
“Lease Payment Date” means the dates specified in Section 4.04(a) hereof. “Lease Payments” means all payments required to be paid by the City pursuant to Section 4.04 of this Master Lease Agreement, including any prepayment thereof pursuant to Article X of this Master Lease Agreement.
“Master Assignment Agreement” has the meaning given that term in the Recitals. “Master Lease Agreement” means this Amended and Restated Master Lease Agreement dated as of July 1, 2011, by and between the Authority and the City, as originally executed and entered into and as it may from time to time be amended or supplemented in accordance herewith.
“Master Site Lease” has the meaning given that term in the Recitals. “Net Proceeds,” when used with respect to insurance (whether provided by a third-party or self-insured) or condemnation proceeds, means any insurance proceeds or condemnation award paid or held with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. “Original Lease Agreements” has the meaning given that term in the Recitals. “Original Reimbursement Agreements” has the meaning given that term in the Recitals.
“Original Site Leases” has the meaning given that term in the Recitals. “Original Trust Agreements” has the meaning given that term in the Recitals. “Outstanding Principal Balance” has the meaning given that term in the Reimbursement Agreement Payment Agreement.

A-2
OHS WEST:261130831l1
“Permitted Encumbrances” means, as of any particular time: (i) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the Bank may permit to remain unpaid; (ii) the Master Assignment Agreement; (iii) this Master Lease Agreement; (iv) the Master Site Lease; (v) any right or claim of any mechanic, laborer, materialman, supplier or vendor filed or perfected in the manner prescribed by law after the effective date of this Master Lease Agreement; (vi) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the effective date of this Master Lease Agreement; (vii) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the date of recordation of this Master Lease Agreement and to which the Authority, the City and the Bank consent in writing; and (viii) the Subordinate MPA Lease. “j”has the meaning given that term in the Recitals.
“Principal Components” means the portion of each Lease Payment representing a principal component of the obligations to the Bank under the Reimbursement Agreement Payment Agreement as set forth in Schedule lless any amount included therein for any current or future year that, as of the date of calculation, is expected to accrue or be capitalized, but has not yet accrned or been capitalized, pursuant to the terms of the Reimbursement Agreement Payment Agreement, as such amounts in Schedule 1 may be adjusted from time to time pursuant to Section 2.9.2 of the Reimbursement Agreement Payment Agreement. For the avoidance of doubt, the sum of the Principal Components may not exceed the aggregate Outstanding Principal Balance of Tranche A and Tranche B as of the date of any calculation. “Principal Office” means, with respect to the Bank, the main or principal corporate office of the Bank located in San Francisco, California. “Property” means the real property belonging to the City to be leased pursuant to the Master Site Lease and leased back pursuant to this Master Lease Agreement, more particularly described in Exhibit A to the Master Site Lease and in Exhibit C to this Master Lease Agreement (as each may be amended from time to time pursuant to the provisions of this Master Lease Agreement and the Master Site Lease).
“Recitals” means the paragraphs of this Master Lease Agreement that begin with the word “WHEREAS”.
“Reimbursement Agreement Payment Agreement” has the meaning given that term in the Recitals.
“Schedule 1” means Schedule 1 to the Reimbursement Agreement Payment Agreement.
“Special Counsel” means an attorney or a firm of attorneys, acceptable to the City, of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. “State” means the State of California.

A-3
OHS WEST:26 1130831.11
“Subordinate MPA Lease” means the lease obligations evidenced by that certain Lease Agreement, dated December 27, 2001, by and between the City, as lessee, and MPA Leasing Corporation, as lessor, as amended pursuant to the Plan. “Term” means the time during which this Master Lease Agreement is in effect, including any extensions thereof as provided in Section 4.02 of this Master Lease Agreement. “Title Insurance” means, collectively, the four CLTA title insurance policies issued by Stewart Title Guaranty Company that are generally identified in Section 5.06(a), as the same may from time to time be endorsed, modified, rewritten, or replaced. “Trustee” or “Trustees” has the meaning given such term in the Recitals. “2000 COPs” has the meaning given that term in the Recitals. “2000 Property” means that certain real property situated in the County of Solano, State of California, together with certain improvements located thereon, each as described under the heading “2000 Property” in Exhibit C attached to this Master Lease Agreement and made a part hereof, or (ii) real property, facilities or improvements added to or removed from the property described in clause (i) above in accordance with the terms and conditions of Section

8.03 hereof.
“2000 Lease Agreement” has the meaning given that term in the Recitals. “2000 Site Lease” has the meaning given that term in the Recitals. “2000 Trustee” has the meaning given that term in the Recitals. “2001 COPs” has the meaning given that term in the Recitals. “2001 Property” means that certain real property situated in the County of Solano, State of California, together with certain improvements located thereon, each as described under the heading “2001 Property” in Exhibit C attached to this Master Lease Agreement and made a part hereof, or (ii) real property, facilities or improvements added to or removed from the property described in clause (i) above in accordance with the terms and conditions of Section

8.03 hereof.
“2001 Lease Agreement” has the meaning given that term in the Recitals. “2001 Site Lease” has the meaning given that term in the Recitals. “2001 Trustee” has the meaning given that term in the Recitals. “2002 COPs” has the meaning given that term in the Recitals. “2002 Property” means that certain real property situated in the County of Solano, State of California, together with certain improvements located thereon, each as described under the heading “2002 Property” in Exhibit C attached to this Master Lease Agreement and made a A-4
OHS WE5T:261 130831.11
part hereof or (ii) real property, facilities or improvements added to or removed from the property described in clause (i) above in accordance with the terms and conditions of Section

8.03 hereof.
“2002 Lease Agreerncllt” has the meaning given that term in the Recitals. “2002 Site Lease” has the meaning given that term in the Recitals. “2002 Trustee” has the meaning given that term in the Recitals. “2003 CQR” has the meaning given that term in the Recitals. “2003 Property” means that certain real property situated in the County of Solano, State of California, together with certain improvements located thereon, each as described under the heading “2003 Property” in Exhibit C attached to this Master Lease Agreement and made a part hereof, or (ii) real property, facilities or improvements added to or removed from the property described in clause (i) above in accordance with the terms and conditions of Section

8.03 hereof.
“2003 Leasç,, Agreemcn” has the meaning given that term in the Recitals. “2003 Site Lease” has the meaning given that term in the Recitals. “2003 Trustee” has the meaning given that term in the Recitals. “TranclicA” has the meaning given that term in the Reimbursement Agreement Payment Agreement.
“TranchcW’has the meaning given that term in the Reimbursement Agreement Payment Agreement.
“Written Request of the City” means an instrument in writing signed by a City Representative.
“Written Certificge” means, with respect to the City, an instrument in writing signed on behalf of the City by the Mayor of the City, the Finance Director of the City, the City Engineer of the City, the City Manager of the City, the Assistant City Manager of the City or Deputy City Manager of the City or by any other officer of the City duly authorized by the City Council to sign documents on its behalf hereunder and, with respect to the Authority, an instrument in writing signed on behalf of the Authority by the Chairperson of the Authority, the Vice-Chairperson of the Authority, the Executive Director of the Authority, the Deputy Executive Director of the Authority, the Treasurer of the Authority, or the Secretary of the Authority, or by any other officer of the Authority duly authorized by the governing board of the Authority to sign documents on its behalf hereunder.

A-5
OHS WEST:261130831.11

EXHIBIT B
Schedule of Lease Payments
Due Date Total Rental Payment
01/01/2012 $1,185,938
01/01/2013 1,120,604
01/01/2014 1,382,872
01/01/2015 1,864,605
01/01/2016 1,864,605
01/01/2017 1,864,604
01/01/2018 1,864,604
01/01/2019 1,864,604
01/01/2020 1,864,604
01/01/2021 1,864,604
01/01/2022 1,864,605
01/01/2023 1,864,605
01/01/2024 1,864,604
01/01/2025 1,698,667
01/01/2026 1,698,667
01/01/2027 1,731,432
01/01/2028 1,741,210
01/01/2029 1,741,042
01/01/2030 1,733,654
01/01/2031 2,054,666
01/01/2032 2,054,666
01/01/2033 2,054,667
01/01/2034 2,054,666
01/01/2035 2,054,666
01/01/2036 2,054,667
01/01/2037 1,449,220
01/01/2038 1,054,666
01/01/2039 1,054,666
01/01/2040 1,054,667
01/01/2041 1,054,667
01/01/2042 403,336
B-i
OHS WEST:26 1130831.11

EXHIBIT C
Description of the Property
The Property consists of all of the 2000 Property, the 2001 Property, the 2002 Property and the 2003 Property, that being that certain real property situated in Solano County, State of California, described as follows:
2000 Property
Facilities Description Address
City Hall 555 Santa Clara Street
John F. Kennedy Library 505 Santa Clara Street
Corporation Yard 111 Amador Street
Florence Douglas Senior Center 333 Amador Street
Naval Museum 734 Mann Street
Community Center 401 Amador Street
So. Vallejo Community Center 545 Magazine Street
Transit Yard (VCTC Facility) 1850 Broadway Street
Ball Field No Address
Included in the 2000 Property are the following parcels of land located in Solano County, California, on which the above-described facilities have in part been constructed:

PARCEL A:

PARCEL 106, AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED ON MARCH 13, 1967 IN BOOK I OF PARCEL MAPS, AT PAGE 53, SOLANO COUNTY RECORDS.

BEING A DIVISION OF LOTS 2, 3, 4, 5, 6, 7, 8, 10, ii, 12, 13, 14, 15 AND 16 AND A PORTION OF THE “JEFFERY ALLEY” IN BLOCK 300, AND A PORTION OF LOTS 10, 11, 12, 13, 14, 15 AND 16 IN BLOCK 280, AND A PORTION OF “CAPITOL STREET AND VIRGINIA STREET” AS SHOWN ON THAT CERTAIN MAP ENTITLED: “MAP OF THE CITY OF VALLEJO”, MADE BY E. H. ROWE, C.E. AND FILED TN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA ON SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123, ALSO BEING A DIVISION OF BLOCK 100 OF THE MARINA VISTA PROJECT, RECORDED FEBRUARY 1, 1967 IN BOOK 23 OF MAPS, PAGE 51, SOLANO COUNTY RECORDS.

Assessor Parcel No. 055-160-120
C-i
OHS WEST:261 13083111
PARCEL B:

COMMENCING AT THE SOUTHWEST CORNER OF CAROLINA STREET AND SANTA

CLARA STREET AS SAID STREETS ARE SHOWN ON SAID MAP OF THE CITY OF VALLEJO, RUNNING THENCE SOUTH 2007k 42” WEST, 750.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 87° 52’ 18’ WEST, 350.00 FEET; THENCE SOUTH 2° 07’ 42” WEST, 185.00 FEET; THENCE SOUTH 87° 52’ 18’ EAST, 350.00 FEET TO A POINT ON THE WEST LINE OF SAID SANTA CLARA STREET; THENCE NORTH 2” 07’ 42” EAST, 185 FEET ALONG THE WEST LINE OF SANTA CLARA STREET TO THE TRUE POINT OF BEGINNING.

Assessor Parcel No. 056-160-590
PARCEL C:

LOTS 9 THRU 16 IN BLOCK 254, AS THE SAME ARE SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., AND WHICH MAP WAS

FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123. LOTS 1 THRU 8, BLOCK 271, AS THE SAME ARE SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., AND WHICH MAP WAS FILED FOR

RECORD IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123.

Assessor Parcel Nos. 056-245-010 and 056-216-080
PARCEL D:

LOTS 3 THRU 6 AND LOTS 11 THRU 14, AND PORTIONS OF LOTS 2 AND 10, LYING

EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD, AND PORTIONS OF LOTS 7 AND 15 LYING WESTERLY OF THE WEST LINE OF AMADOR

STREET, AND THE SOUTHERLY HALF OF CAROLINA STREET, AND ALL OF THE

ALLEY LYING EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD AND THE WEST LINE OF AMADOR STREET, ALL IN BLOCK 332 AS

DISCLOSED ON THAT CERTAIN MAP CITY OF VALLEJO, FILED IN BOOK I OF MAPS, PAGE 122, SOLANO COUNTY RECORDS.

Assessor Parcel No. 056-185-060
PARCEL E:

LOTS 9, 10 AND 11 IN BLOCK 303, AS THE SAME IS SHOWN ON THAT CERTAIN MAP ENTITLED: “MAP OF THE CITY OF VALLEJO”, FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123.

Assessor Parcel No. 056-164-0 10
C-2
0H5 WE5T:261130831.11
LOTS 2 THRU 6, AND LOTS 9 THRU 14, A PORTION OF LOTI, LYING EASTEREY OF çLF:

THE EAST LINE OF THE SOUTHE PACIF1C RAILROAD; AND PORTI0N OF LOTS 7 AND 15, LYING WESTEREY OF THE WEST LINE OF AMAD0R STREET, ALL INBLOCK 355, CITY OF VALLEJO, FILED IN BOOK’ OF MAPS, PAGE 122, SOLANO COUNTY RECORDS).

Assessor Parcel Nos. 056I56°l0 and 056156030
A PORTION OF THAT CERTAIN 166.09 ACRE PARCEL OF LAND DESCBED AS çLG:

TRACT NO.1 BY JUDGMENT IN A DECLARATION OF TAKING IN FAVOR OF THEUN1TED STATES OF AMECA, AGAINST SAMUEL V. MC KNIGHT, ET AL, DATED AUGUST 4, ,94l,REC0RDED AUGUST 23, ,941 IN BOOK 248, PAGE 9, SOLANO COUNTY RECORDS, MORE PARTICULAREY DESCRIBE AS FOLLOWS:

BEGIN AT A POINT ON THE SOUTMEREY BOUNDARY LINE OF THE CITY OFVALLE3O SAID pOINT BEING AT THE INTERSECTION OF THE SOUTHWEST LINE OFSONOMA BOULEVARD (FORMEREY FOURTH RE’°°FEET IN WIDTH) WITH THE S0UTHEASTEREY LINE OF MAGAZINE STREET, AS SHO’ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., FILED IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CAL1F0 ON 9,1868 INLIBER’ OF MAPS, PAGE 123, DESC ED IN SAID DECLARATION OF TAKIN0INFAVOR OF THE UNITED STATES OF AMECA THENCE SOUTH 37° 01’ 29” EAST, ADISTANCE OF 277.76 FEET; THENCE SOUTH 58° 1557” WEST, l5.00 FEET; THENCE SOUTH 89° 26 18” WEST, 150.00 FEET; THENCE SOUTH 54° 1200’ WEST, 127.00 FEET TO A POINT ON THE NORTHETY LINE OF PORTER STREET; THENCE WESTEREY ALONG THE NORTHEASTERLY LINE OF PORTER STREET ON A CURVECONCAVE TO THE SOUTHWEST, THE RAD1AL POINT OF WHICH BEARS 40°04’ 50” WEST, WITH A RAD1US OF 800.00 FEET THRU AN ANGLE OF 14° 05’ 24” ANDALONG AN ARC LENGTH OF 196.73 FEET TO THE SOUTH LINE OF MAGAZINE; THENCE ALONG THE SOUTH LINE OF MAGAZINE STREET, NORTH 54° 12’ 30” EAST,429.14 FEET TO THE POINT OF BEGIN Assessor Parcel No. 062010440
C-3
OHS WEST26h133lhI
PARCEL H:

BEGINNING AT THE SOUTHEASTERLY CORNER OF THE SOUTHERN 6.32 ACRE PARCEL SHOWN IN BOOK I OF SURVEYS AT PAGE 42, SOLANO COUNTY RECORDS; THENCE NORTH 4° 48’ 00” WEST, 24330 FEET; THENCE NORTH 85° 1200” EAST, 5.00 FEET; THENCE NORTH 4° 48 00” WEST, 280.50 FEET; THENCE NORTH 89° 31’ 00 WEST, 328.31 FEET; THENCE SOUTH 0° 27’ 30” WEST, 100.00 FEET; THENCE NORTH 89° 31’ 30” WEST, 100.00 FEET TO A POINT ON THE EASTERLY LINE OF BROADWAY; THENCE SOUTH 0027 30” WEST, 526.66 FEET; THENCE NORTH 77058 00” EAST, 482.76 FEET TO THE POINT OF BEGiNNING.

Assessor Parcel No. 052-090-260
2001 Property
Facilities Description Address
Blue Rock Springs East Golf Course 655 Columbus ParkwayBlue Rock Springs West Golf Course Included in the 2001 Property are the following parcels of land located in Solano County, California, on which the above-described facilities have in part been constructed:

PARCEL ONE:

ALL THAT REAL PROPERTY SITUATED IN THE CITY OF VALLEJO, COUNTY OF

SOLANO, STATE OF CALIFORNIA, SAID PROPERTY BEING A PORTION OF THE

LAND ACQUIRED BY THE CITY OF VALLEJO IN THE DEEDS RECORDED OCTOBER 15, 1937 BOOK 179, PAGE 303, SERIES NO. 5833; JANUARY 13, 1989, SERIES NO. 890003082; AUGUST 23, 1991, SERIES NO. 1991-00060346 AND AUGUST 23, 1991, SERIES NO. 1991-00060347 THROUGH 1991-00060364, INCLUSIVE, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF THE LANDS OF THE CITY OF

VALLEJO, AS SAID CORNER IS SHOWN ON SAID PARCEL MAP, FILED FOR RECORD IN BOOK 10 OF PARCEL MAPS, AT PAGE 34, RECORDED JANUARY 5, 1976 IN THE OFFICE OF THE SOLANO COUNTY RECORDER; THENCE NORTH 28 DEGREES 41’ 51” WEST, 747.00 FEET TO THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 28 DEGREES 41’ 51” WEST, 533.00 PLUS OR MINUS FEET; THENCE LEAVING SAID LINE OF THE LANDS OF THE CITY OF VALLEJO, NORTH 60 DEGREES 48’ 00” EAST, 130.00 FEET; THENCE SOUTH 75 DEGREES 17’ 54” EAST, 1068.67 FEET; THENCE SOUTH 29 DEGREES 12’ 00” EAST, 538.98 FEET TO THE

NORTH LINES OF LAKE HERMAN QUARRY AS SAID LINE IS SHOWN ON THAT CERTAIN RECORD OF SURVEY RECORDED IN BOOK 18, AT PAGE 31, AND FILED FOR RECORD ON JANUARY 23, 1987 IN THE OFFICE OF THE SOLANO COUNTY RECORDER; THENCE SOUTH 60 DEGREES 48’ 00” WEST, 491.32 FEET TO A POINT OF

A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST, A RADIAL AT SAID C-4
OHS WE5T:261130831.II
POINT BEARS NORTH 71 DEGREES 21’ 23” WEST, THENCE SOUTHWESTERLY 1146.97 FEET ALONG A CURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 1350.00 FEET AND A CENTRAL ANGLE OF 48 DEGREES 40’ 44”; THENCE SOUTH 10 DEGREES 23’ 30” WEST, 314.16 FEET TO A POINT IN ANONTANGENT CURVE, A RADIAL AT SAID POINT BEARS SOUTH 89 DEGREES 40’ 02” WEST; THENCE SOUTHERLY 612.78 FEET ALONG A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 1600.00 FEET AND A CENTRAL ANGLE OF 21 DEGREES 56’ 37”; THENCE SOUTH 07 DEGREES 21’ 11” EAST, 999.54 FEET; THENCE NORTH 67 DEGREES 51’ 47” WEST, 264.08 FEET: THENCE NORTH 70 DEGREES 39’ 51” WEST, 171.70 FEET; THENCE SOUTH 15 DEGREES 28’ 44” WEST, 527.22 FEET; TO THE NORTH LINE OF

THE LAKE HERMAN ROAD RIGHT-OF WAY IS SHOWN ON THAT CERTAIN RECORD OF SURVEY RECORDED IN BOOK 16, AT PAGE 8, ON DECEMBER 28, 1981 IN THE OFFICE OF THE SOLANO COUNTY RECORDER; THENCE 5.23 FEET ALONG A NON-

TANGENT CURVE CONCAVE TO THE SOUTH, (A RADIAL AT SAID POINT BEARS SOUTH 09 DEGREES 51’ 03” EAST), HAVING A RADIUS OF 408.00 FEET, AND A CENTRAL ANGLE OF 0 DEGREES 44’ 03”; THENCE SOUTH 79 DEGREES 24’ 54” WEST

57.43 FEET; THENCE NORTHWESTERLY 139.98 FEET ALONG A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 447.00 FEET AND A CENTRAL ANGLE OF 17 DEGREES 56’ 36”; THENCE NORTH 82 DEGREES 38’ 30” WEST, 449.14 FEET; THENCE WESTERLY 49.52 FEET ALONG A CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 913.00 FEET AND A CENTRAL ANGLE OF 3 DEGREES 06’ 27”; THENCE NORTH 83 DEGREES 04’ 53” WEST, 85.10 FEET; THENCE NORTH 79 DEGREES 37’ 19” WEST, 65.58 FEET TO A POINT OF A NONTANGENT CURVE, (A RADIAL AT SAID POINT BEARS NORTH 07 DEGREES 05’ 55” EAST); THENCE NORTHWESTERLY 180.20

FEET, ALONG SAID CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 530.00 FEET AND A CENTRAL ANGLE OF 19 DEGREES 28’ 51”, TO A POINT OF ACOMPOUND CURVE HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 65 DEGREES 38’ 32” AND A LENGTH OF 119.15 FEET TO THE EASTERLY RIGHT-OF- WAY LINE OF COLUMBUS PARKWAY; THENCE NORTH 02 DEGREES 13’ 18” EAST, 145.13 FEET TO A POINT OF ANONTANGENT CURVE, (A RADIAL AT SAID POINT BEARS NORTH 71 DEGREES 05’ 04” WEST); THENCE NORTHERLY 234.18 FEET ALONG A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 819.00 FEET AND A CENTRAL ANGLE OF 16 DEGREES 22’ 59” TO THE POINT OF A COMPOUND CURVE, (A RADIAL AT SAID POINT BEARS NORTH 87 DEGREES 28’ 04” WEST); THENCE NORTHWESTERLY 70.69 FEET ALONG A CURVE CONCAVE TO THE WEST HAVING A RADIUS OF 257.10 FEET AND A CENTRAL ANGLE OF 15 DEGREES 45’ 12”; THENCE NORTH 13 DEGREES 13’ 16” WEST, 1.37 FEET; THENCE NORTHWESTERLY 54.46 FEET ALONG A CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 452.70 FEET AND A CENTRAL ANGLE OF 06 DEGREES 53’ 35”, TO APOINT OF REVERSE CURVATURE, (A RADIAL AT SAID POINT BEARS SOUTH 83DEGREES 40’ 19” WEST); THENCE NORTHWESTERLY 84.38 FEET, HAVING ARADIUS OF 807.00 FEET AND A CENTRAL ANGLE OF 5 DEGREES 59’ 28”; THENCE NORTH 12 DEGREES 19’ 09” WEST, 229.34 FEET; THENCE NORTHWESTERLY 485.16 FEET ALONG A CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 673.22 FEET AND A CENTRAL ANGLE OF 41 DEGREES 17’ 27”; THENCE NORTH 30 DEGREES 37’05” EAST, 417.68 FEET; THENCE NORTHEASTERLY 404.35 FEET ALONG A CURVE C-5
OHS WEST:261130831.’I
CONCAVE TO THE WEST, HAVING A RADIUS OF 806.00 FEET AND A CENTRAL ANGLE OF 28 DEGREES 44’ 39”; THENCE NORTH 00 DEGREES 13’ 39” EAST, 394.79 FEET; THENCE NORTHEAST Y3O5.20 FEET ALONG A CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 634.00 FEET, AND A CENTRAL ANGLE OF 27 DEGREES 34’ 54”; THENCE NORTH 27 DEGREES 48’ 33” EAST, 320.36 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 62 DEGREES 11’ 27” EAST, 21.81 FEET TO THE

SOUTHWEST CORNER OF PARCEL B, AS SAID PARCEL IS SHOWN ON THAT PARCEL MAP FILED FOR RECORD IN BOOK 10 OF MAPS, AT PAGE 34, DATED JANUARY 5, 1976 IN THE OFFICE OF THE SOLANO COUNTY RECORDER; THENCE ALONG THE SOUTHERLY BOUNDARY LINE OF PARCEL B, NORTH 87 DEGREES 33’ 17” EAST, 64.91 FEET; THENCE NORTH 58 DEGREES 35’ 23” EAST, 104.61 FEET; THENCE SOUTH 87 DEGREES 34’ 48” FEET; THENCE NORTH 67 DEGREES 26’ 34” EAST, 295.95 FEET; THENCE NORTH 84 DEGREES 33’ 19” EAST, 205.21 FEET; THENCE NORTH 80 DEGREES 32’ 04” EAST, 84.40 FEET; THENCE NORTH 78 DEGREES 01’ 29” EAST, 103.37 FEET; THENCE NORTH 48 DEGREES 04’ 29” EAST, 180.75 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF VALLEJO BY DEEDS RECORDED AUGUST 23, 1991, SERIES NOS. 1991-00060364, INCLUSIVE.

Assessor Parcel Nos. 181-190-010, 181-040-110 and 182-040-080 PARCEL TWO:

THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF SOLANO STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

A PORTION OF THE LAND CONVEYED FROM JOHN W. BROWNLIE AND INEZ BROWNLIE TO JOHN W. BROWNLIE, JR. AND NANN BROWNLIE BOHANNON, BY DEED RECORDED APRIL 14, 1964 IN BOOK 1264 OF FOR, AT PAGE 256, AS SHOWN ON THE MAP OF THE LAKE HERMAN QUARRY FILED JANUARY 22, 1987 IN BOOK 18 OF RECORD OF SURVEY, AT PAGE 31, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE AFOREMENTINED RECORD OF SURVEY, SAID CORNER BEING MARKED BY A 2” IRON PIPE; THENCE NORTH 61 DEGREES 03’ 23” EAST, 1102.28 FEET TO A POINT iN ANONTANGENT CURVE, A RADIAL AT SAID POINT BEARS NORTH 71 DEGREES 21’ 23” WEST; THENCE SOUTHWESTERLY 1146.97 FEET ALONG A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 1350 FEET AND A CENTRAL ANGLE OF 48 DEGREES 40’ 44”; THENCE SOUTH 10 DEGREES 23’ 30” EAST, 314.16 FEET TO A POINT IN A NON- TANGENT CURVE, A RADIAL AT SAID POINT BEARS SOUTH 89 DEGREES 40’ 02” WEST; THENCE SOUTHERLY 612.78 FEET ALONG A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 1600 FEET AND A CENTRAL ANGLE OF 21 DEGREES 56’ 37” THENCE NORTH 7 DEGREES 21’ 11” WEST, 1205.70 TO THE POINT OF BEGINNING.

C-6
OHS WEST:261130831.ll

EXCEPTING THEREFROM ALL OIL, GAS, HYDROCAREON SUBSTANCES,

GEOTHERM RESOURCES AND MINERALS UNDER SAID PROPERTY BELOW A DEPTH OF THREE HUNDRED FEET (300’). GRANTOR SHALL HAVE NO RIGHT OF

SURFACE ENTRY, AND THE EXTRADITION OF ANY OF THE ABOVE SUBSTANCES

OR MINERALS SHALL NOT INTERFERE WITH THE USE, POSSESSION OR

ENJOYMENT BY THE CITY OF VALLEJO, AND ANY DAMAGE RESULTING FROM SUCH EXTRACTION SHALL BE REPAIRED AT GRANTOR’S EXPENSE, AS RESERVED IN THE DEEDS RECORDED AUGUST 23, 1991, SERIES NOS. I99100060347 THROUGH 199 l00060364, INCLUSIVE.

Assessor Parcel No. 181l90-070
PARCEL THREE:

ALL THAT REAL PROPERTY SITUATED IN THE CITY OF VALLEJO, COUNTY OF

SOLANO, STATE OF CALIFOR, SAID PROPERTY BEING A PORTION OF THE LANDS AS SHOWN ON THAT FINAL MAP ENTITLED “FINAL MAP OF SOMERSET HIGHLANDS UNIT NO.3, VALLEJO, SOLANO COUNTY, CALIFOA”, AS RECORDED ON JUNE 24, 1980 IN BOOK 39 OF MAPS AT PAGE 81; SAID PROPERTY

ALSO BEING A PORTION OF THE LANDS OF THE CITY OF VALLEJO AS SHOWN ON THE PARCEL MAP RECORDED IN BOOK 10 OF MAPS AT PAGE 34, AND RECORDED IN THE OFFICE OF THE SOLANO COUNTY RECORDER DATED JANUARY 5, 1976; SAID PROPERTY ALSO BEING A PORTION OF PARCELS 3,6 AND 9 AS SAID PARCELS ARE SHOWN ON THE MAP OF NORTHGATE”, FILED FEBRUARY 10,1989 IN BOOK 33 OF PARCEL MAPS AT PAGE 80, SOLANO COUNTY RECORDS MORE pARTICULA DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF LOT 157, SAID LINE ALSO BEING ON THE WESTERLY RIGHT0FAY LINE OF COLUMBUS PAWAY, SAID LOT IS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED “FINAL MAP OF SOMERSET HIGHLANDS UNIT NO.3, FILED FOR RECORD IN BOOK 39 OF MAPS AT PAGE 81, DATED JUNE 24, 1980 IN THE OFFICE OF THE SOLANO COUNTY RECORDER, THE FOLLOWING COURSES; THENCE N 02 DEGREES 57’ 56” E, 149.32 FEET; THENCE N 05 DEGREES 01’ 37” W, 168.55 FEET; THENCE N 17 DEGREES 47’ 53” W, 76.90 FEET; THENCEN62DEGREES 08’ 19” E. 283.49 FEET; THENCE N 15 DEGREES 03’ 27” W, 102.98 FEET; THENCE N 45 DEGREES 33’ 25” W, 225.99 FEET; THENCE N 69 DEGREES 58’ 30” E. 144.23 FEET; THENCE N 16 DEGREES 28’ 29” W, 364.00 FEET; THENCE N 82 DEGREES 27’ 45” W, 219.62 FEET; THENCE N 59 DEGREES 37’ 43” E, 92.00 FEET; THENCE N 30 DEGREES 22’ 17” W, 195.61 FEET; THENCEN6’ DEGREES 30’ 17” E, 242.55 FEET; TO THE WESTERLY LINE OF THE LANDS OF THE CITY OF VALLEJ0 AS SAID LINE IS DESCRIBED ON THE PARCEL MAP RECORDED IN BOOK 10 OF MAPS AT PAGE 34, AND RECORDED IN THE OFFICE OF THE SOLANO COUNTY RECORDER DATED JANUARY 5, 1976; THENCE
NORTHWESTERLY ALONG THE WESTERLY LINE OF SAID MAP N 28 DEGREES 36’ 21” W, 1606.02 FEET; THENCE LEAVING THE WESTERLY LINES OF THE LANDS OF C-7
OHS WEST:261 130831.11
THE CITY OF VALLEJO N 68 DEGREES 52’ 01” W, 931.12 FEET; THENCE N 58 DEGREES 30’ 37” E, 123.68 FEET; THENCE N 45 DEGREES 30’ 30” W, 173.97 FEET; THENCE N 32 DEGREES 35’ 29” W, 100.97 FEET; THENCE N 17 DEGREES 26’ 56” W, 134.31 FEET; THENCE N 02 DEGREES 30’ 51” E, 304.97 FEET; THENCE N 73 DEGREES 41’ 00” E, 21.32 FEET; THENCE N 63 DEGREES 14’ 13” E, 97.03 FEET; THENCE N 39 DEGREES 49’ 20” E, 64.26 FEET; THENCE N 25 DEGREES 26’ 52” E, 100.83 FEET THENCE N 77 DEGREES 10’ 48: E, 51.46 FEET; THENCE S. 14 DEGREES 42’ 27” E 72.09 FEET; THENCE S21 DEGREES 06’ 22” E, 67.37 FEET; THENCE S25 DEGREES 46’ 17” E,

67.40 FEET; THENCE S 33 DEGREES 57’ 18” E, 306.91 FEET THENCE S 34 DEGREES 55’ 29” E, 65.92 FEET; THENCE S45 DEGREES 44’ 46” E, 20.54 FEET; THENCE 5 52 DEGREES 31’ 50” E, 70.47 FEET; THENCE 5 60 DEGREES 07’ 33” E, 70.47 FEET; THENCE 5 66 DEGREES 25’ 06” E, 60.99 FEET; THENCE 5 64 DEGREES 35’ 22” E 201.60 FEET; THENCE S73 DEGREES 45’ 32” E, 73.36 FEET; TO THE NORTHERLY LINE OF THE LANDS OF THE CITY OF VALLEJO AS SAID LINE IS DESCRIBED IN BOOK 10 OF PARCEL MAPS AT PAGER 34; THENCE N 61 DEGREES 42’ 25” E, 2459.20 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF COLUMBUS PARKWAY; THENCE 5 12 DEGREES 20’ 00” E, 504.91 FEET, TO A POINT OF TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 634.00 FEET, A CENTRAL ANGLE OF 40 DEGREES 08’ 33” AND A LENGTH OF 444.20 FEET; THENCE S27 DEGREES 48’ 33” W, 383.02 FEET, TO A POINT OF TANGENT CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 806.00 FEET; A CENTRAL ANGLE OF 27 DEGREES 34’ 54” AND A LENGTH OF 388.00 FEET; THENCE 5 00 DEGREES 13’ 39” W, 394.79 FEET TO A POINT OF TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 634.00 FEET, A CENTRAL ANGLE OF 28 DEGREES 44’ 39”, AND A LENGTH OF 318.07 FEET; THENCE S28 DEGREES 58’ 18” W, 417. 51 FEET TO A POINT OF TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 806.00 FEET A CENTRAL ANGLE OF 41 DEGREES 17’ 28” AND A LENGTH OF 580.86 FEET, THENCE S 12 DEGREES 19’ 09” E 229.34 FEET TO A POINT OF TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 634.00 FEET, A CENTRAL ANGLE OF 62 DEGREES 07’ 51” AND A LENGTH OF 687.50 FEET; THENCE S 49 DEGREES 48’ 42” W, 541.01 FEET; THENCE S 49 DEGREES 12’ 36” W, 363.34 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM ALL THAT PORTION GRANTED TO

GDC/BROADMOORJVALLEJO ASSOCIATES, A CALIFORNIA GENERAL
PARTNERSHIP, BY DEED RECORDED AUGUST 23, 1991, AS INSTRUMENT NO. 199 1- 00060343, SOLANO COUNTY RECORDS.

Assessor Parcel Nos. 81-630-030, 81-040-880 and 81-191-010 C-8
OHS WEST:261 13083111
2002 Property
F4qilities Description 4s/APN
Vacant Land (at Glen Cove) APN: 0079-220-070
Vacant Land (at HiddenbroOke) APN: 0182-060-030
Vacant Land (at HiddenbroOke) APN: 0182-060-040
Vacant Land (at HiddenbrOOke) APN: 0182-060-430
Vacant Land (at HiddenbrOOke) APN: 0182-280-420
Vacant Land (at HiddenbroOke) APN: 0182-280-120
Included in the 2002 Property are the following parcels of land located in Solano County, California:
cLQNE:

Parcel 1 as shown on that certain map entitled: “PARCEL MAP OF A PORTION OF SECTION 28 & 33 T3N, R3W, M.D.M. Vallejo, Solano County, California”, which map was filed in the Office of the County Recorder, Solano County, California, on July 10, 1989 in Book 34 of Parcel Maps, Pages 28 and 29.

Assessor Parcel No. 079-220-070
BEGINNII’4Gatthe most Easterly corner of Parcel No. 3 as shown on the Record of Survey filed in the Office of the Recorder Solano County, State of California, in Volume 3 of Record of Surveys at Page 46; thence along the Southern boundary of said Parcel No. 3 (3 RS 46) S57°03’12”W, 2248.72 feet; thence S 51°32’42” W, 890.55 feet; thence leaving said Southerly boundary (3 RS 46) N 10°28’07” W, 1234.09 feet; thence 85°12’48” W, 494.23 feet to a point on the Westerly boundary of said Parcel No. 3 (3 RS 46) also from said point, Point “C” as shown on the Parcel Map filed in Book 31 of Parcel Maps at Page 31, Official Records of Solano County bears South 4°47’12” West 489.49 feet; thence along said Westerly boundary N 04°47’12”E, 376.69 feet; thenceN 08°42’18” W 713.61 feet; thenceN 57°45’18”W 145.60 feet; thence N I 3°40’42”E 642.92 feet to a point known as Point “A”, as shown on said Parcel Map; thence N 25°13”48” W 321.45 feet; thence N 33°02’48”W 519.09 feet; thence N 35°04’18”W 378.38 feet; thence N 08°44’18”W 496.91 feet; thence N 07°57’42”E 130.51 feet; to a point on the County line between Solano County and Napa County; thence along said County line N 90°00’OO” E, 186.43 feet; thence N 06° 18’ 10” W 200.57 feet; thence N 47°09’42”W 780.24 feet; thence N 25°24’45”W 864.12 feet; thence N 45°00’42”W 217.27 feet; thence N 43°33’49”£ 906.88 feet; thence N 32°10’47”£478.55 feet; thence leaving saidCounty line S 58°19’07”E 125.26 feet; thence S 32°25’37” W 497.10 feet; thence S 43°20’54” W 810.84 feet; thence S 44°28’47”E 1206.60 feet; thence S 24°08’48” E 177.81 feet; thence S25°24’45”E 702.06 feet; thence S 47°58’50”E 863.47 feet; thence S 34°04’27”E 1,475.00 feet;thence 5 4905533”
W 280.00 feet; thence S 40°04’27”E 800.00 feet; thence S 65°00’l3”E1,901.52 feet; thence N 76°34’Ol”E 583.00 feet; thence S 47°26’58”£3,825.63 feet; thence N63°24’42” £991.93 feet; thence N 07°24’24” W 2,946.61 feet; thence N 18°39’47” W 2,094.13feet; thence N 02°48’39”E 1, 893.49 feet; thence N 54°00’21”W 1,226.62 feet; thence N C-9
OHS WEST:261130831.lI
1 1°15’35”E 642.46 feet; thence N 45°16’15” E 626.75 feet; thence N 77°17’32”E 159.17 feet; thence S 42°19’35”E 95.38 feet; thence N 85°06’15”E 154.72 feet; thence N 07°12’29”E 318.30 feet; thence N 07°29’43”W 288.73 feet; thence N 46°20’02”W 143.17 feet; thence S 63°47’48”W 721.01 feet; thence S 54°19’lO”W 661.82 feet; thence N 74°55’08” W 84.34 feet; thence N 17°14’32” E 21.18 feet; thence N 19°26’05”W 214.47 feet; thence N 26°04’58”W 248.77 feet; thence S 63°40’39” W 3,240.72 feet; thence S 12°39”47” E 658.94 feet; thence S 77°20’13” W 141.28 feet to the Easterly line of the lands of Westerly Union Realty Corporation as described in the document filed in Book 1977 of Official Records of Solano County at Page 36865; thence along said Easterly line N 12°39’47”W 791.98 feet to the Southerly line of the Lands of Catraio as shown on the Record of Survey filed in the Office of the Recorder of Solano County in Volume 7 of Records of Survey at Page 64; thence along said Southerly line N 63°55’02”E 5,133.81 feet to the Westerly line of the lands of Mangeles as described in the document filed in Book 1983 of Official Records of Solano County at Page 32695; thence along said Westerly line and the Westerly line of the Lands of Pacific Gas and Electric Company as described in the document filed in Book 1981 of Official Records of Solano County at Page 68315, S 07°09’lO”E 4,497.67 feet; thence S 07°22’SO”E 5,486.77 feet; thence S 63°24’42” W 1,306.86 feet; thence N 47°26’58”W 3,393.55 feet to the Point of Beginning.

Excepting Therefrom: All that portion as described in the Quitclaim Deed dated November 16, 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded December 14, 1990 as Document No. 900097661 Solano County Records.

Also Excepting Therefrom: All that portion as described in the Quitclaim Deed dated June 1, 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded June 20, 1990 as Document No. 900048102 Solano County Records
Assessor Parcel Nos. 182-060-030, 182-060-040, 182-060-430, 182-280-420 and 182-280-120 2003 Property
Facilities Description Address/APN
Vacant Land (at Glen Cove) APN: 0079-340-020
Vacant Land (at Glen Cove) APN: 0079-330-290
Included in the 2003 Property are the following parcels of land located in Solano County, California:

LOT 11 AND LOT 23 AS SHOWN ON THAT CERTMN MAP ENTITLED: “GLEN COVE COMMUNITY”, FILED FOR RECORD SEPTEMBER 26, 1986, iN BOOK 47 OF MAPS AT PAGE 36, SOLANO COUNTY RECORDS.

C-b
OHS WEST:261 130831.11

EXHIBIT D
Lease Payment Amounts Guaranteed by Motor Vehicle License Fees Amount Guaranteed by
Due Date Motor Vehicle License Fee Intercepts
01/01/2012 $ 632,695
01/01/2013 566,592
01/01/2014 696,655
01/01/2015 980,395
01/01/2016 980,395
01/01/2017 980,395
01/01/2018 980,395
01/01/2019 980,395
01/01/2020 980,395
01/01/2021 980,395
01/01/2022 980,395
01/01/2023 980,395
01/01/2024 980,395
01/01/2025 980,395
01/01/2026 980,395
01/01/2027 996,644
01/01/2028 1,001,493
01/01/2029 1,001,409
01/01/2030 997,745
01/01/2031 1,156,941
01/01/2032 1,156,941
01/01/2033 1,156,941
01/01/2034 1,156,941
01/01/2035 1,156,941
01/01/2036 1,156,941
01/01/2037 902,182
01/01/2038 661,024
01/01/2039 661,024
01/01/2040 661,024
01/01/2041 678,713
01/01/2042 48,670
—_---—__7 iJ..

OHS WEST 26113083111
D- 1 /,i/’,//
A -1

AMENDED EXHIBIT A
Description of the Property
The Property consists of all of the 2000 Property, the 2001 Property, the 2002 Property and the 2003 Property, that being that certain real property situated in Solano County, State of California, described as follows:
2000 Property
Facilities Description Address
City Hall
John F. Kennedy Library
Corporation Yard
Florence Douglas Senior Center
Naval Museum
Community Center
So. Vallejo Community Center
Transit Yard (VCTC Facility)
Fall Field
555 Santa Clara Street
505 Santa Clara Street
111 Amador Street
333 Amador Street
734 Marin Street
401 Amador Street
545 Magazine Street
1850 Broadway Street
No Address
Included in the 2000 Property are the following parcels of land located in Solano County, California which the above-described facilities have in part been constructed:

PARCEL A:

PARCEL 106, AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED ON MARCH 13, 1967 IN BOOK I OF PARCEL MAPS, AT PAGE 53, SOLANO COUNTY RECORDS.

BEING A DIVISION OF LOTS 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 AND 16 AND A PORTION OF THE "JEFFERY ALLEY" IN BLOCK 300, AND A PORTION OF LOTS 10, 11, 12, 13, 14, 15 AND 16 IN BLOCK 280, AND A PORTION OF “CAPITOL STREET AND VIRGINIA STREET” AS SHOWN ON THAT CERTAIN MAP ENTITLED: “MAP OF THE CITY OF VALLEJO”, MADE BY E. H. ROWE, C.E. AND FILED IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA ON SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123, ALSO BEING A DIVISION OF BLOCK 100 OF THE MARINA VISTA PROJECT, RECORDED FEBRUARY 1, 1967 IN BOOK 23 OF MAPS, PAGE 51, SOLANO COUNTY RECORDS.

Assessor Parcel No. 055-160-120
A-2
PARCEL B:

COMMENCIN G AT THE SOUTHWEST CORNER OF CAROLINA STREET AND SANTA

CLARA STREET AS SAID STREETS ARE SHOWN ON SAID MAP OF THE CITY OF VALLEJO, RUNNING THENCE SOUTH 2° 07' 42" WEST, 750.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 87° 52' 18' WEST, 350.00 FEET; THENCE SOUTH 2° 07' 42" WEST, 185.00 FEET; THENCE SOUTH 87° 52' 18' EAST, 350.00 FEET TO A POINT ON THE WEST LIN E OF SAID SANTA CLARA STREET; THENCE NORTH 2" 07' 42" EAST, 185 FEET ALONG THE WEST LINE OF SANTA CLARA STREET TO THE TRUE POINT OF BEGINNING.

Assessor Parcel No. 056-160-590
PARCEL C:

LOTS 9 THRU 16 IN BLOCK 254, AS THE SAME ARE SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E.H. ROWE, C.E., AND WHICH MAP WAS FILED FOR

RECORD IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123. LOTS 1 THRU 8, BLOCK 271, AS THE SAME ARE SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., AND WHICH MAPS WAS FILED FOR RECORD IN

THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123.

Assessor Parcel Nos. 056-245-010 and 056-216-080
PARCEL D:

LOTS 3 THRU 6 AND LOTS 11 THRU 14, AND PORTIONS OF LOTS 2 AND 10, LYING

EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD, AND PORTIONS OF LOTS 7 AND 15 LYING WESTERLY OF THE WEST LINE OF AMADOR STREET, AND

THE SOUTHERLY HALF OF CAROLINA STREET, AND ALL OF THE ALLEY LYING

EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD AND THE WEST LINE OF AMADOR STREET, ALL IN BLOCK 332 AS DISCLOSED ON THAT CERTAIN MAP CITY OF VALLEJO, FILED IN BOOK 1 OF MAPS, PAGE 122, SOLANO COUNTY RECORDS.

Assessor Parcel No. 056-185-060
PARCEL E:

LOTS 9, 10 AND 11 IN BLOCK 303, AS THE SAME IS SHOWN ON THAT CERTAI N MAP ENTITLED: “MAP OF THE CITY OF VALLEJ O”, FILED FOR RECORD IN IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA. SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123.

Assessor Parcel No. 056-164-010
A-3
PARCEL F:

LOTS 2 THRU 6, AND LOTS 9 THRU 14, A PORTION OF LOT 1, LYING EASTERLY OF THE EAST LINE OF THE SOUTHERN PACI FIC RAILROAD; AND PORTION OF LOTS 7 AND 15, LYING WESTERLY OF THE WEST LINE OF AMADOR STREET, ALL IN BLOCK 355, CITY OF VALLEJO, FILED IN BOOK 1 OF MAPS, PAGE 122, SOLANO COUNTY RECORDS.

Assessor Parcel Nos. 056-156-010 and 056-156-030
PARCEL G:

A PORTION OF THAT CERTAIN 166.09 ACRE PARCEL OF LAND DESCRIBED AS TRACT NO. 1 BY JUDGMENT IN A DECLARATION OF TAKING IN FAVOR OF THE UNITED STATES OF AMERICA, AGAINST SAMUEL V. MC KNIGHT, ET AL, DATED AUGUST 4, 1941, RECORDED AUGUST 23, 1941 IN BOOK 248, PAGE 9, SOLANO COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHERLY BOUNDARY LINE OF THE CITY OF

VALLEJO, SAID POINT BEING AT THE INTERSECTION OF THE SOUTHWEST LINE OF SONOMA BOULEVARD (FORMERLY FOURTH STREET, 100 FEET IN WIDTH) WITH THE

SOUTHEASTERLY LINE OF MAGAZINE STREET, AS SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., FILED IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA ON SEPTEMBER 19, 1868 IN BINBER 1 OF MAPS, PAGE 123, DESCRIBED IN SAID DECLARATION OF TAKING IN FAVOR OF THE UNITED STATES OF AMERICA; THENCE SOUTH 37° 01’ 29” EAST, A DISTANCE OF 277.76 FEET; THENCE SOUTH 58° 15 57” WEST, 115.00 FEET; THENCE SOUTH 89° 26 18" WEST, 150.00 FEET; THENCE SOUTH 54° 12 00’ WEST, 127.00 FEET TO A POINT ON THE NORTHEASTERLY LINE OF PORTER STREET; THENCE WESTERLY ALONG THE NORTH

EASTERLY LINE OF PORTER STREET ON A CURVE CONCAVE TO THE SOUTHWEST, THE RADIAL POINT OF WHICH BEARS SOUTH 40° 04’ 50’ WEST, WITH A RADIUS OF 800.00 FEET THRU AN ANGLE OF 14° 05' 24" AND ALONG AN ARC LENGTH OF 196.73 FEET TO THE SOUTH LINE OF MAGAZINE; THENCE ALONG THE SOUTH LINE OF MAGAZINE STREET, NORTH 54° 12' 30" EAST 429.14 FEET TO THE POINT OF BEG INNING.

Assessor Parcel No. 062-01 0-440
A-8
PARCEL H:

BEGINNING AT THE SOUTHEASTERLY CORNER OF THE SOUTHERN 6.32 ACRE PARCEL SHOWN IN BOOK 1 OF SURVEYS AT PAGE 42, SOLANO COUNTY RECORDS; THENCE NORTH 4° 48' 00" WEST, 24330 FEET; THENCE NORTH 85° 12 00” EAST, 5.00 FEET; THENCE NORTH 4° 48 00” WEST, 280.50 FEET; THENCE NORTH 89° 31' 00 WEST, 328.31 FEET; THENCE SOUTH 0° 27' 30" WEST, 100.00 FEET; THENCE NORTH 89° 31' 30" WEST, 100.00 FEET TO A POINT ON THE EASTERLY LINE OF BROADWAY; THENCE SOUTH 0027 30” WEST, 526.66 FEET; THENCE NORTH 770 58 00" EAST, 482.76 FEET TO THE POINT OF BEGINNING.

Assessor Parcel No. 052-090-260
2001 Property
655 Columbus Parkway
2022 Substitute Property
400 Mare Island Way

EXHIBIT A

LEGAL DESCRIPTION

Real property in the City of Vallejo, County of Solano, State of California, described as follows:

ALL OF PARCEL ONE AND PARCEL TWO, AS SAID PARCEL ONE AND PARCEL TWO ARE

SHOWN AND SO DESIGNATED ON THAT CERTAIN NOTICE OF MINOR LOT LINE ADJUSTMENT (LLA #03-0015), RECORDED OCTOBER 28, 2003 AS INSTRUMENT NO. 2003- 185987, IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SOLANO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERN CORNER OF SAID PARCEL TWO; THENCE, FROM

SAID POINT OF BEGINNING, ALONG THE NORTHERN LINE OF SAID PARCEL TWO, SOUTH 88° 46' 58" EAST 103.66 FEET TO THE NORTHEASTERN CORNER OF SAID PARCEL TWO:

THENCE, FROM SAID NORTHEASTERN CORNER, ALONG THE NORTHEASTERN LINE OF SAID PARCEL TWO, THE FOLLOWING FOUR (4) COURSES:

1)SOUTH 31° 41' 18" EAST 330.41 FEET,

2)SOUTH 01° 13' 02" WEST 82.69 FEET,

3)SOUTH 88° 46' 58" EAST 53.50 FEET, AND

4)SOUTH 31° 41' 18" EAST 413.93 FEET TO THE EASTERN CORNER OF SAID PARCEL TWO:

CORNER OF SAID PARCEL TWO, SAID SOUTHERN CORNER ALSO BEING THE EASTERN A-8
CORNER OF SAID PARCEL ONE; THENCE, FROM SAID EASTERN CORNER OF PARCEL ONE; ALONG THE SOUTHEASTERN LINE OF SAID PARCEL ONE, THE FOLLOWING FOUR (4) COURSES:

1)CONTINUING ALONG SAID NON-TANGENT 980.00 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 27° 17' 36" EAST, THROUGH A CENTRAL ANGLE OF 04° 17' 45", AN ARC DISTANCE OF 73.48 FEET,

2)SOUTH 58° 24' 39" WEST 83.45 FEET,

3)ALONG A TANGENT 11.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 88° 46' 52", AN ARC DISTANCE OF 17.04 FEET, AND 4)SOUTH 57° 11' 31" WEST 11.00 FEET TO THE SOUTHERN CORNER OF SAID PARCEL ONE;

THENCE, FROM SAID SOUTHERN CORNER OF PARCEL ONE, ALONG THE SOUTHWESTERN LINE OF SAID PARCEL ONE, THE FOLLOWING SIX (6) COURSES:

1)ALONG A NON-TANGENT 2375.46 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 57° 11' 31" WEST, THROUGH A CENTRAL ANGLE OF 00° 43' 24", AN ARC DISTANCE OF 29.99 FEET,

2)NORTH 33° 31' 53" WEST 209.31 FEET,

3)ALONG A TANGENT 494.50 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 02° 34' 48", AN ARC DISTANCE OF 22.27 FEET,

4)NORTH 30° 57' 05" WEST 155.14 FEET,
5)ALONG A TANGENT 505.50 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 02° 34' 48", AN ARC DISTANCE OF 22.76 FEET, AND

6)NORTH 33° 31' 53" WEST 17.17 FEET TO THE WESTERN CORNER OF SAID PARCEL

ONE, SAID WESTERN CORNER BEING THE SOUTHWESTERN CORNER OF SAID PARCEL TWO;

THENCE, FROM SAID SOUTHWESTERN CORNER OF PARCEL TWO, ALONG THE SOUTHWESTERN LINE OF SAID PARCEL TWO, THE FOLLOWING TWO (2) COURSES:

1)NORTH 33° 31' 53" WEST 91.69 FEET, AND

2)ALONG A TANGENT 627.90 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 04° 03' 02", AN ARC DISTANCE OF 44.39 FEET TO THE WESTERN CORNER OF SAID PARCEL TWO;

THENCE FROM THE SAID WESTERN CORNER, ALONG THE NORTHWESTERN LINE OF SAID PARCEL TWO, THE FOLLOWING TWO (2) COURSES:

1)NORTH 60° 31' 09" EAST 161.13 FEET, AND

A-8
2)ALONG A NON-TANGENT 1911.00 FOOT RADIUS CURVE TO THE RIGHT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 66° 10' 00" EAST, THROUGH A CENTRAL ANGLE OF 08° 40' 05", AN ARC DISTANCE OF 289.11 FEET TO SAID POINT OF BEGINNING; AND BEING ALL OF 'PARCEL A', PARCEL MERGER VALLEJO WATERFRONT, AS SHOWN ON "NOTICE OF MINOR LOT LINE ADJUSTMENT RECORDED DECEMBER 12, 2003, AS INSTRUMENT NO. 2003-211803, OFFICIAL RECORDS OF THE COUNTY OF SOLANO, STATE OF CALIFORNIA.

APN: 0055-160-560
A-9
2002 Property
Facilities Description Address/APN
Vacant Land (at Glen Cove)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
APN: 0079-220-070
APN: 0182-060-030
APN: 0182-060-040
APN: 0182-060-430
APN: 0182-280-420
APN: 0182-280-120
A-10
Included in the 2002 Property are the following parcels of land and located in Solano County, California:

TRACT ONE:

Parcel 1 as shown on that certain map entitled “PARCEL MAP OF A PORTION OF SECTION 28 & 33 T3N, R3W, M.D.M. Vallejo, Solano County, California”, which map was filed in the Office of the County Recorder, Solano County, California, on July 10, 1989 in Book 34 of Parcel Maps, Pages 28 and 29.

Assessor Parcel No. 079-220-070
TRACT TWO:

BEGINNING at the most Easterly corner of Parcel No. 3 as shown on the Record of Survey filed in the Office of the Recorder Solano County, State of California, in Volume 3 of Record of Surveys at

Page 46 ends

thence S 51°32'42'' W, 890.55 feet; thence leaving said Southerly boundary (3 RS 46) N 10°28'07'' W, 1234.09 feet; thence 85°12'48" W, 494.23 feet to a point on the Westerly boundary of said Parcel No. 3 (3 RS 46) also from said point, Point "C" as shown on the Parcel Map filed in Book 31 of Parcel Maps at Page 31, Official Records of Solano County bears South 4°47'12" West 489 .49 feet; thence along said Westerly boundary N 04°47'12" E, 376.69 feet; thence N 08°42'18" W 713.61 feet; thence N 57°45'18'' W 145.60 feet; thence N 13°40'42" E 642.92 feet to a point known as Point “A”, as shown on said Parcel Map; thence N 25°13"48" W 321.45 feet: thence N 33°02'48 W 519.09 feet; thence N 35°04'18" W 378.38 feet; thence N 08°44'18' W 496.91 feet; thence N 07°57'42" E 130.51 feet; to a point on the County line between Solano County and Napa County; thence along said County line N 90°00'00" E, 186.43 feet; thence N 06° 18' 10" W 200.57 feet; thence N 47°09'42'' W 780.24 feet; thence N 25°24’45” W 864. 12 feet; thence N 45°00'42" W 217.27 feet; thence N 43°33'49" E 906.88 feet; thence N 32°10’47” E 478.55 feet: thence leaving said County line S 58°19’07” E 125.26 feet: thence S 32°25'37” W 497.10 feet; thence S 43°20’54” W 810.84 feet; thence S 44°28'47" E 1206.60 feet; thence S 24°08'48" E 177.81 feet: thence S 25°24'45" E 702.06 feet; thence S 47°58'50" E 863.47 feet; thence S 34°04'27" E 1,475.00 feet; thence S 49°55'33" W 280.00 feet; thence S 40°04'27" E 800.00 feet; thence S 65°00'13" E 1,901.52 feet; thence N 76°34'01" E 583.00 feet; thence S 47°26'58" E 3,825.63 feet; thence N 63°24'42" E 991.93 feet; thence N 07°24'24" W 2,946.61 feet; thence N 18°39'47" W 2.094, 13 feet; thence N 02°48'39" E 1,893.49 feet; thence N 54°00'21” W 1,226.62 feet; thence N 11°15'35" E 642.46 feet; thence N 45°16'15" E 626.75 feet; thence N 77°17'32" E 159.17 feet; thence S 42°19'35" E 95.38 feet; thence N 85°06'15" E 154.72 feet; thence N 07°12'29" E 318.30 feet; thence N 07°29'43" W 288.73 feet: thence N 46°20'02" W 143.17 feet; thence S 63°47'48" W 721.01 feet; thence S 54°19'10"' W 661.82 feet; thence N 74°55'08" W 84.34 feet:
thence N 17°14’32" E 21.18 feet: thence N 19°26'05" W 214.47 feet: thence N 26°04'58'" W 248.77 feet: thence S 63°40'39'" W 3,240.72 feet; thence S 12°39"'47"' E 658.94 feet: thence S 77°20'13" W 141.28 feet to the Easterly line of the lands of Westerly Union Realty Corporation as described in the document filed in Book 1977 of Officia l Records of Solano County at Page 36865; thence along said Easterly line N 12°39'47" W 791.98 feet to the Southerly line of the Lands of Catraio as shown on the Record of Survey filed in the Office of the Recorder of Solano County in Volume 7 of Records of Survey at Page 64; thence along said Southerly line N 63°55'02" E 5,133.81 feet to the Westerly line of the lands of Mangeles as described in the document filed in Book 1983 of Official Records of Solano County at Page 32695; thence along said Westerly line and the Westerly line of the Lands of Pacific Gas and Electric Company as described in the document filed in Book 1981 or Official Records of Solano County at Page 68315, S 07°09'10” E 4,497.67 feet: thence S 07°22’50"' E 5,486.77 feet: thence S 63°24’42” W 1,306.86 feet; thence N 47°26'58" W 3,393.55 feet to the Point of Beginning.

A-10
Excepting Therefrom: All that portion as described in the Quitclaim Deed dated November 16, 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded December 14, 1990 as Document No. 900097661 Solano County Records.

Also Excepting Therefrom: All that portion as described in the Quitclaim Deed dated June 1, 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded June 20, 1990 as Document No. 900048102 Solano County Records Assessor Parcel Nos. 182-060-030, 182-060-040, 182-060-430, 182-280-420 and 182-280-120. 2003 Propcrtv
Facilities Description Address/APN
Vacant Land (at Glen Cove)
Vacant Land (at Glen Cove)
APN: 0079-340-020
APN : 0079-330-290
Included in the 2003 Property are the following parcels of land located in Solano County, California:

LOT 11 AND LOT 23 AS SHOWN ON THAT CERTAIN MAP ENTITLED: "GLEN COVE COMMUNITY”, FILED FOR RECORD SEPTEM BER 26, 1986, IN BOOK 47 OF MAPS AT PAGE 36, SOLANO COUNTY RECORDS.

AMENDED EXHIBIT C
Description of the Property
The Property consists of all of the 2000 Property, the 2001 Property, the 2002 Property and the 2003 Property, that being that certain real property situated in Solano County, State of California, described as follows:
2000 Property
Facilities Description Address
City Hall
John F. Kennedy Library
Corporation Yard
Florence Douglas Senior Center
Naval Museum
Community Center
So. Vallejo Community Center
Transit Yard (VCTC Facility)
Ball Field
555 Santa Clara Street
505 Santa Clara Street
111 Amador Street
333 Amador Street
734 Marin Street
401 Amador Street
545 Magazine Street
1850 Broadway Street
No Address
Included in the 2000 Property are the following parcels of land located in Solano County, California, on which the above-described facilities have in part been constructed:

PARCEL A:

PARCEL 106, AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED ON MARCH 13, 1967 IN BOOK I OF PARCEL MAPS, AT PAGE 53, SOLANO COUNTY RECORDS.

BEING A DIVISION OF LOTS 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 AND 16 AND A PORTION OF THE "JEFFERY ALLEY" IN BLOCK 300, AND A PORTION OF LOTS 10, 11, 12, 13, 14, 15 AND 16 IN BLOCK 280, AND A PORTION OF "CAPITOL STREET AND VIRGINIA STREET" AS SHOWN ON THAT CERTAIN MAP ENTITLED: "MAP OF THE CITY OF VALLEJO'', MADE BY E. H. ROWE, C.E. AND FILED IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA ON SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123, ALSO BEING A DIVISION OF BLOCK 100 OF THE MARINA VISTA PROJECT, RECORDED FEBRUARY 1, 1967 IN BOOK 23 OF MAPS, PAGE 51, SOLANO COUNTY RECORDS.

Assessor Parcel No. 055-160-120
C-1
PARCEL B:

COMMENCING AT THE SOUTHWEST CORNER OF CAROLINA STREET AND SANTA

CLARA STREET AS SAID STREETS ARE SHOWN ON SAID MAP OF THE CITY OF VALLEJO, RUNNING THENCE SOUTH 2° 07' 42" WEST, 750.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 87° 52' 18' WEST, 350.00 FEET; THENCE SOUTH 2° 07' 42" WEST, 185.00 FEET; THENCE SOUTH 87° 52' 18' EAST, 350.00 FEET TO A POINT ON THE WEST LINE OF SAID SANTA CLARA STREET; THENCE NORTH 2" 07' 42" EAST, 185 FEET ALONG THE WEST LINE OF SANTA CLARA STREET TO THE TRUE POINT OF BEGINNING.

Assessor Parcel No. 056-160-590
PARCEL C:

LOTS 9 THRU 16 IN BLOCK 254, AS THE SAME ARE SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., AND WHICH MAP WAS

RECORD IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123.

Assessor Parcel Nos. 056-245-010 and 056-216-080
PARCEL D:

LOTS 3 THRU 6 AND LOTS 11 THRU 14, AND PORTIONS OF LOTS 2 AND 10, LYING

EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD, AND PORTIONS OF LOTS 7 AND 15 LYING WESTERLY OF THE WEST LINE OF AMADOR

STREET, AND THE SOUTHERLY HALF OF CAROLINA STREET, AND ALL OF THE

ALLEY LYING EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD AND THE WEST LINE OF AMADOR STREET, ALL IN BLOCK 332 AS

DISCLOSED ON THAT CERTAIN MAP CITY OF VALLEJO, FILED IN BOOK I OF MAPS, PAGE 122, SOLANO COUNTY RECORDS.

Assessor Parcel No. 056-185-060
PARCEL E:

LOTS 9, 10 AND 11 IN BLOCK 303, AS THE SAME IS SHOWN ON THAT CERTAIN MAP ENTITLED: "MAP OF THE CITY OF VALLEJO'', FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA, SEPTEMBER 19, 1868 IN BOOK 1 OF MAPS, PAGE 123.

Assessor Parcel No. 056-164-010
C-2
PARCEL F:

LOTS 2 THRU 6, AND LOTS 9 THRU 14, A PORTION OF LOT 1, LYING EASTERLY OF THE EAST LINE OF THE SOUTHERN PACIFIC RAILROAD; AND PORTION OF LOTS 7 AND 15, LYING WESTERLY OF THE WEST LINE OF AMADOR STREET, ALL IN BLOCK 355, CITY OF VALLEJO, FILED IN BOOK 1 OF MAPS, PAGE 122, SOLANO COUNTY RECORDS.

Assessor Parcel Nos. 056-156-010 and 056-156-030
PARCEL G:

BEGINNING AT A POINT ON THE SOUTHERLY BOUNDARY LINE OF THE CITY OF

VALLEJO, SAID POINT BEING AT THE INTERSECTION OF THE SOUTHWEST LINE OF SONOMA BOULEVARD (FORMERLY FOURTH STREET, 100 FEET IN WIDTH) WITH

THE SOUTHEASTERLY LINE OF MAGAZINE STREET, AS SHOWN ON THE OFFICIAL MAP OF THE CITY OF VALLEJO, MADE BY E. H. ROWE, C.E., FILED IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY, CALIFORNIA ON SEPTEMBER 19, 1868 IN LIBER 1 OF MAPS, PAGE 123, DESCRIBED IN SAID DECLARATION OF TAKING IN FAVOR OF THE UNITED STATES OF AMERICA; THENCE SOUTH 37° 0 l ' 29" EAST, A DISTANCE OF 277.76 FEET; THENCE SOUTH 58° 15 57" WEST, 115.00 FEET; THENCE SOUTH 89° 26 18" WEST, 150.00 FEET; THENCE SOUTH 54° 12 00' WEST, 127.00 FEET TO A POINT ON THE NORTHEASTERLY LINE OF PORTER STREET; THENCE

WESTERLY ALONG THE NORTHEASTERLY LINE OF PORTER STREET ON A CURVE CONCAVE TO THE SOUTHWEST, THE RADIAL POINT OF WHICH BEARS SOUTH 40° 04' 50" WEST, WITH A RADIUS OF 800.00 FEET THRU AN ANGLE OF 14° 05' 24" AND ALONG AN ARC LENGTH OF 196.73 FEET TO THE SOUTH LINE OF MAGAZINE; THENCE ALONG THE SOUTH LINE OF MAGAZINE STREET, NORTH 54° 12' 30" EAST, 429.14 FEET TO THE POINT OF BEGINNING.

Assessor Parcel No. 062-010-440
C-3
PARCEL H:

BEGINNING AT THE SOUTHEASTERLY CORNER OF THE SOUTHERN 6.32 ACRE PARCEL SHOWN IN BOOK 1 OF SURVEYS AT PAGE 42, SOLANO COUNTY RECORDS; THENCE NORTH 4° 48' 00" WEST, 24330 FEET; THENCE NORTH 85° 12 00" EAST, 5.00 FEET; THENCE NORTH 4° 48 00" WEST, 280.50 FEET; THENCE NORTH 89° 31' 00 WEST, 328.31 FEET; THENCE SOUTH 0° 27' 30" WEST, 100.00 FEET; THENCE NORTH 89° 31' 30" WEST, 100.00 FEET TO A POINT ON THE EASTERLY LINE OF BROADWAY; THENCE SOUTH 0027 30" WEST, 526.66 FEET; THENCE NORTH 770 58 00" EAST, 482.76 FEET TO THE POINT OF BEGINNING.

Assessor Parcel No. 052-090-260
2001 Property
655 Columbus Parkway
2022 Substitute Property
400 Mare Island Way

EXHIBIT C

LEGAL DESCRIPTION

Real property in the City of Vallejo, County of Solano, State of California, described as follows:

ALL OF PARCEL ONE AND PARCEL TWO, AS SAID PARCEL ONE AND PARCEL TWO ARE SHOWN AND SO DESIGNATED ON THAT CERTAIN NOTICE OF MINOR LOT LINE ADJUSTMENT (LLA #03- 0015), RECORDED OCTOBER 28, 2003 AS INSTRUMENT NO. 2003-185987, IN THE OFFICE OF THE

COUNTY RECORDER OF THE COUNTY OF SOLANO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERN CORNER OF SAID PARCEL TWO; THENCE, FROM SAID POINT OF BEGINNING, ALONG THE NORTHERN LINE OF SAID PARCEL TWO, SOUTH 88° 46' 58" EAST 103.66 FEET TO THE NORTHEASTERN CORNER OF SAID PARCEL TWO:

THENCE, FROM SAID NORTHEASTERN CORNER, ALONG THE NORTHEASTERN LINE OF SAID PARCEL TWO, THE FOLLOWING FOUR (4) COURSES:

1) SOUTH 31° 41' 18" EAST 330.41 FEET,

2) SOUTH 01° 13' 02" WEST 82.69 FEET,

3) SOUTH 88° 46' 58" EAST 53.50 FEET, AND

4) SOUTH 31° 41' 18" EAST 413.93 FEET TO THE EASTERN CORNER OF SAID PARCEL TWO:

THENCE, FROM SAID EASTERN CORNER, ALONG THE SOUTHEASTERN LINE OF SAID PARCEL TWO,
ALONG A NON-TANGENT 980.00 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH THE CENTER OF
SAID CURVE BEARS SOUTH 20° 09' 08" EAST, THROUGH A CENTRAL ANGLE OF 07° 08' 28", AN ARC DISTANCE OF 122.14 FEET TO THE SOUTHERN CORNER OF SAID PARCEL TWO, SAID SOUTHERN CORNER ALSO BEING THE EASTERN CORNER OF SAID PARCEL ONE; THENCE, FROM SAID EASTERN CORNER OF PARCEL ONE; ALONG THE SOUTHEASTERN LINE OF SAID PARCEL ONE, THE FOLLOWING FOUR (4) COURSES:

C-4
1) CONTINUING ALONG SAID NON-TANGENT 980.00 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 27° 17' 36" EAST, THROUGH A CENTRAL ANGLE OF 04° 17' 45", AN ARC DISTANCE OF 73.48 FEET,

2) SOUTH 58° 24' 39" WEST 83.45 FEET,

3) ALONG A TANGENT 11.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 88° 46' 52", AN ARC DISTANCE OF 17.04 FEET, AND 4) SOUTH 57° 11' 31" WEST 11.00 FEET TO THE SOUTHERN CORNER OF SAID PARCEL ONE;

THENCE, FROM SAID SOUTHERN CORNER OF PARCEL ONE, ALONG THE SOUTHWESTERN LINE OF SAID PARCEL ONE, THE FOLLOWING SIX (6) COURSES:

1) ALONG A NON-TANGENT 2375.46 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 57° 11' 31" WEST, THROUGH A CENTRAL ANGLE OF 00° 43' 24", AN ARC DISTANCE OF 29.99 FEET,

2) NORTH 33° 31' 53" WEST 209.31 FEET,

3) ALONG A TANGENT 494.50 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 02° 34' 48", AN ARC DISTANCE OF 22.27 FEET,

4) NORTH 30° 57' 05" WEST 155.14 FEET,
5) ALONG A TANGENT 505.50 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 02° 34' 48", AN ARC DISTANCE OF 22.76 FEET, AND

6) NORTH 33° 31' 53" WEST 17.17 FEET TO THE WESTERN CORNER OF SAID PARCEL ONE, SAID WESTERN CORNER BEING THE SOUTHWESTERN CORNER OF SAID PARCEL TWO;

THENCE, FROM SAID SOUTHWESTERN CORNER OF PARCEL TWO, ALONG THE SOUTHWESTERN LINE OF SAID PARCEL TWO, THE FOLLOWING TWO (2) COURSES:

1) NORTH 33° 31' 53" WEST 91.69 FEET, AND

2) ALONG A TANGENT 627.90 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 04° 03' 02", AN ARC DISTANCE OF 44.39 FEET TO THE WESTERN CORNER OF SAID PARCEL TWO;

THENCE FROM THE SAID WESTERN CORNER, ALONG THE NORTHWESTERN LINE OF SAID PARCEL TWO, THE FOLLOWING TWO (2) COURSES:

1) NORTH 60° 31' 09" EAST 161.13 FEET, AND

2) ALONG A NON-TANGENT 1911.00 FOOT RADIUS CURVE TO THE RIGHT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 66° 10' 00" EAST, THROUGH A CENTRAL ANGLE OF 08° 40' 05", AN ARC DISTANCE OF 289.11 FEET TO SAID POINT OF BEGINNING; AND

BEING ALL OF 'PARCEL A', PARCEL MERGER VALLEJO WATERFRONT, AS SHOWN ON "NOTICE OF MINOR LOT LINE ADJUSTMENT RECORDED DECEMBER 12, 2003, AS INSTRUMENT NO. 2003-211803, OFFICIAL RECORDS OF THE COUNTY OF SOLANO, STATE OF CALIFORNIA.

APN: 0055-160-560
C-5
2002 Property
Facilities Description Address/ APN
Vacant Land (at Glen Cove)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
Vacant Land (at Hiddenbrooke)
APN: 0079-220-070
APN: 0182-060-030
APN: 0182-060-040
APN: 0182-060-430
APN: 0182-280-420
APN: 0182-280-120
Included in the 2002 Property are the following parcels of land located in Solano County, California:

TRACT ONE:

Parcel 1 as shown on that certain map entitled: "PARCEL MAP OF A PORTION OF SECTION 28 & 33 T3N, R3W, M.D.M. Vallejo, Solano County, California", which map was filed in the Office of the County Recorder, Solano County, California, on July 10, 1989 in Book 34 of Parcel Maps, Pages 28 and 29. ·
Assessor Parcel No. 079-220-070
TRACT TWO:

BEGINNING at the most Easterly comer of Parcel No. 3 as shown on the Record of Survey filed in the Office of the Recorder Solano County, State of California, in Volume 3 of Record of Surveys at Page 46; thence along the Southern boundary of said Parcel No. 3 (3 RS 46) S57°03'12" W, 2248.72 feet; thence S 51°32'42" W, 890.55 feet; thence leaving said Southerly boundary (3 RS 46) N 10°28'07" W, 1234.09 feet; thence 85°12'48" W, 494.23 feet to a point on the Westerly boundary of said Parcel No. 3 (3 RS 46) also from said point, Point "C" as shown on the Parcel Map filed in Book 31 of Parcel Maps at Page 31, Official Records of Solano County bears South 4°47'12" West 489.49 feet; thence along said Westerly boundary N 04°47' 12" E, 376.69 feet; thence N 08°42' 18" W 713.61 feet; thence N 57°45' 18" W 145.60 feet; thence N 13°40'42" E 642.92 feet to a point known as Point "A'', as shown on said Parcel Map; thence N 25°13"48" W 321.45 feet; thence N 33°02'48" W 519.09 feet; thence N 35°04'18" W 378.38 feet; thence N 08°44'18" W 496.91 feet; thence N 07°57'42" E 130.51 feet; to a point on the County line between Solano County and Napa County; thence along said County line N 90°00'00" E, 186.43 feet; thence N 06° 18' 10" W 200.57 feet; thence N 47°09'42" W 780.24 feet; thence N 25°24'45" W 864.12 feet; thence N 45°00'42" W 217.27 feet; thence N 43°33'49" E 906.88 feet; thence N 32°10'47" E 478.55 feet; thence leaving said County line S 58°19'07" E 125.26 feet; thence S 32°25'37" W 497.10 feet; thence S 43°20'54" W 810.84 feet; thence S 44°28'47" E 1206.60 feet; thence S 24°08'48" E 177.81 feet; thence S 25°24'45" E 702.06 feet; thence S 47°58'50" E 863.47 feet; thence S 34°04'27" E 1,475.00 feet; thence S 49°55'33" W 280.00 feet; thence S 40°04'27" E 800.00 feet; thence S 65°00'13" E 1,901.52 feet; thence N 76°34'01" E 583.00 feet; thence S 47°26'58" E 3,825.63 feet; thence N 63°24'42" E 991.93 feet; thence N 07°24'24" W 2,946.61 feet; thence N 18°39'47" W 2,094.13 feet; thence N 02°48'39" E 1,893.49 feet; thence N 54°00'21" W 1,226.62 feet; thence N C-6
11°15'35" E 642.46 feet; thence N 45°16' 15" E 626.75 feet; thence N 77°17'32" E 159.17 feet; thence S 42°19'35" E 95.38 feet; thence N 85°06'15" E 154.72 feet; thence N 07°12'29" E 318.30 feet; thence N 07°29'43" W 288.73 feet; thence N 46°20'02" W 143.17 feet; thence S 63°47'48" W 721.01 feet; thence S 54°19'10" W 661.82 feet; thence N 74°55'08" W 84.34 feet; thence N 17°14'32" E 21.18 feet; thence N 19°26'05" W 214.47 feet; thence N 26°04'58" W 248.77 feet; thence S 63°40'39" W 3,240.72 feet; thence S 12°39"47" E 658.94 feet; thence S 77°20' 13" W 141.28 feet to the Easterly line of the lands of Westerly Union Realty Corporation as described in the document filed in Book 1977 of Official Records of Solano County at Page 36865; thence along said Easterly line N 12°39'47" W 791.98 feet to the Southerly line of the Lands of Catraio as shown on the Record of Survey filed in the Office of the Recorder of Solano County in Volume 7 of Records of Survey at Page 64; thence along said Southerly line N 63°55'02" E 5,133.81 feet to the Westerly line of the lands of Mangeles as described in the document filed in Book 1983 of Official Records of Solano County at Page 32695; thence along said Westerly line and the Westerly line of the Lands of Pacific Gas and Electric Company as described in the document filed in Book 1981 of Official Records of Solano County at Page 68315, S 07°09'10" E 4,497.67 feet; thence S 07°22'50" E 5,486.77 feet; thence S 63°24'42" W 1,306.86 feet; thence N 47°26'58" W 3,393.55 feet to the Point of Beginning.

Excepting Therefrom: All that portion as described in the Quitclaim Deed dated November 16, 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded December 14, 1990 as Document No. 900097661 Solano County Records.

Also Excepting Therefrom: All that portion as described in the Quitclaim Deed dated June 1, 1990 executed by the City of Vallejo, a municipal corporation to Sky Valley Limited Partnership, an Illinois limited partnership recorded June 20, 1990 as Document No. 900048102 Solano County Records
Assessor Parcel Nos. 182-060-030, 182-060-040, 182-060-430, 182-280-420 and 182-280-120 2003 Property
Facilities Description Address/ APN
Vacant Land (at Glen Cove)
Vacant Land (at Glen Cove)
APN: 0079-340-020
APN: 0079-330-290
Included in the 2003 Property are the following parcels of land located in Solano County, California:

LOT 11 AND LOT 23 AS SHOWN ON THAT CERTAIN MAP ENTITLED: "GLEN COVE COMMUNITY", FILED FOR RECORD SEPTEMBER 26, 1986, IN BOOK 47 OF MAPS AT PAGE 36, SOLANO COUNTY RECORDS.

C-7

Vallejo City CouncilDecember 20, 2022

Vallejo City Council
December 20, 2022