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HomeMy WebLinkAboutReso 59-2020 (19-971)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 59-2020 File Number: 19-971 Enactment Number: RES 59-2020 RESOLUTION APPROVING THE FINAL MAP FOR 200 AIRPORT BOULEVARD, AUTHORIZING THE CITY MANAGER TO EXECUTE THE IMPROVEMENT AGREEMENT AND ENCROACHMENT AND MAINTENANCE AGREEMENT, AND AUTHORIZING THE RECORDATION OF THE FINAL MAP, AGREEMENTS, AND ALL RELATED DOCUMENTS. WHEREAS, On July 24, 2019, the City Council approved an entitlements request by Fairfield Residential ("Developer") to construct a mixed-use building consisting of 94 residential units and 4 commercial units at 200 Airport Boulevard between Grand Avenue and Baden Avenue; and WHEREAS, the City Engineer and the City's technical reviewer, with concurrence of all affected City departments and divisions, have determined that the final map for 200 Airport Boulevard, described in Exhibit A, the on-site and off-site improvements, and all related documents and plans are in compliance with the Subdivision Map Act, the City's Subdivision Ordinance, and all applicable tentative map conditions of approval for said development; and WHEREAS, the final map for 200 Airport will merge the existing six parcels into a single 0.54 acre parcel to construct a mixed-use building served by a private road and driveway shared with 150 Airport Boulevard, also owned by Developer, at the intersection of Airport Boulevard and Baden Avenue; and WHEREAS, pursuant to South San Francisco Municipal Code Chapter 19.44.090, a subdivider is required to execute a subdivision improvement agreement for all improvements to be constructed in the subdivision; and WHEREAS, the Improvement Agreement is an agreement between the Developer and the City, described in Exhibit B, requires the Developer to construct various public improvements ("Improvements") within the City Right -of -Way ("ROW') adjacent to the subdivision consisting of the civil, landscape, and joint trench improvements; and WHEREAS, prior to execution of the improvement agreement the Developer will place a bond in the amount of 110% of the cost of the Improvements; and WHEREAS, the Encroachment and Maintenance Agreement, described in Exhibit C, is an agreement between the Developer and the City which allows the Developer to install certain improvements within the ROW and requires the Developer to maintain these certain improvements and all landscape along the frontage of the property as well as special hardscape surfaces within the City -owned parcel; and WHEREAS, the aforementioned Improvement Agreement and Encroachment and Maintenance Agreement City of South San Francisco Page 1 File Number. 19-971 Enactment Number. RES 59-2020 were reviewed by the Engineering Division and the City Attorney's office, and also reviewed and accepted by Developer. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco: 1. Approves the Improvement Agreement between the City of South San Francisco and Fairfield Residential, attached hereto and incorporated herein as Exhibit B, in connection with the final map for 200 Airport Boulevard, and authorizes the City Manager to execute the Improvement Agreement on behalf of the City, subject to approval as to form by the City Attorney; and 2. Approves the Encroachment and Maintenance Agreement between the City of South San Francisco and Fairfield Residential, attached hereto and incorporated herein as Exhibit C, in connection with the final map for 200 Airport Boulevard, and authorizes the City Manager to execute the Improvement Agreement on behalf of the City, subject to approval as to form by the City Attorney; and 3. Subject to execution of the Improvement Agreement and the Encroachment and Maintenance Agreement, approves the final map for 200 Airport Boulevard; and 4. Authorizes recordation of the final map for 200 Airport boulevard, the aforementioned agreements as applicable, and all related documents; and 5. Authorizes the City Manager to execute any other documents or to take any other action consistent with the intent of this Resolution, subject to approval as to form by the City Attorney. Exhibits: 1. Exhibit A — Final Map 2. Exhibit B — Improvement Agreement 3. Exhibit C — Encroachment and Maintenance Agreement At a meeting of the City Council on 5/13/2020, a motion was made by Vice Mayor Addiego, seconded by Councilmember Nagales, that this Resolution be approved. The motion passed. Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember Nicolas, and Councilmember Matsumoto Attest by U 4 )L R sa Govea Acosta, City Clerk City of South San Francisco Page 2 DAVIS THRESHNo. 6868STATE OF CALI FOR NIA LICE N S E DLANDSURVEYOR -1 - RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Fairfield 200 Airport LP 5510 Morehouse Dr., Suite 200 San Diego, CA 92121 Attention: Jenna Woods Developer This Space For Recorder’s Use Only OFF-SITE IMPROVEMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND FAIRFIELD 200 AIRPORT LP IN CONNECTION WITH FINAL MAP 200 AIRPORT BOULEVARD This OFF-SITE IMPROVEMENT AGREEMENT (“Agreement”) is entered into as of this ______ day of ______________, 2020 (“Effective Date”), by and between FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership (“Developer”), and CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”), with reference to the facts set forth in the Recitals below. RECITALS WHEREAS, Developer is the owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto (“Property”); and WHEREAS, Developer is required and proposes to construct various improvements on and adjacent to the Property. The improvements (“Improvements”) are described in the approved civil improvement plan set, described in Exhibit B attached hereto (“Plans”). The Improvements are required by the South San Francisco Municipal Code, Tentative Parcel Map No. _______ approved by the City Council on July 24, 2019 (“TPM”), and Conditional Use Permit (CUP18- 0014), Design Review (DR18-0036), Transportation Demand Management Plan (TDM18-0010), and Vesting Tentative Map (PM19-0001) issued by the City as of July 24, 2019 (Resolution No. 100-2019); and WHEREAS, Developer has presented to the City a final parcel map based on the TPM for approval entitled Final Map 200 Airport Boulevard (“Parcel Map”), and WHEREAS, the City wishes to ensure that the Improvements will be completed in a good workmanlike manner and in accordance with the conditions of approval and applicable law; and WHEREAS, this Agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Title 19 of the South San Francisco Municipal Code. NOW, THEREFORE, for and in consideration of the approval of the Parcel Map and of the acceptance of the dedications and easements for street and highway purposes and public facility and utility easements therein offered, excepting those dedicated to other agencies, and in order to 2 ensure satisfactory performance by Developer and Developer’s obligations under the Subdivision Map Act and Title 19 of the Municipal Code the parties agree as follows: AGREEMENT 1. Performance of Improvements. Developer shall, at its sole cost and expense, furnish or cause to be furnished, all labor, supplies, equipment and materials for, and perform or cause to be performed, in a good and workmanlike manner, all of the Improvements, in accordance with the Plans. The cost of the Improvements is estimated to be __________________ ($_____________.00). The Improvements shall be completed to the reasonable satisfaction of the City Engineer. 2. Time for Commencement and Performance. Commencement of the Improvements is anticipated to occur on or about _____________ , and completion of the Improvements is anticipated to occur approximately twenty four (24) months after commencement. However, in no event shall the construction of the Improvements commence later than June 1, 2021. At least fifteen (15) calendar days prior to the commencement of the Improvements, Developer shall notify the City Engineer in writing of the date scheduled for commencement thereof, so that the City Engineer shall be able to provide inspection services. 3. Injury to Public Improvements, Public Property or Public Utilities Facilities. Developer shall, at its sole cost and expense, replace or repair, or have replaced or repaired, or pay to the owner the entire cost of replacement or repairs, all public improvements, public utility facilities, pipes, and surveying or subdivision monuments to the extent they are destroyed or damaged in the performance of any work by Developer in connection with this Agreement and/or the Improvements, their contractor, subcontractors, or agents, under this Agreement, whether such public property, improvements or facilities be owned by the United States or any agency thereof, by the State of California, or any agency or political subdivision thereof, or by any combination of such owners. Any repair or replacement shall be to the condition existing immediately prior to such damage as approved by the City Engineer or the corporation, person or agency owner. 4. Time of Essence - Extension. Time is of the essence in this Agreement, and the dates for commencement and completion of the Improvements herein may not be extended except as provided in this paragraph. In the event good cause is shown, the City Engineer may extend the time for completion of the Improvements hereunder. Requests for extension of dates shall be in writing and delivered to City in the manner hereinafter specified for service of notices. Any such extension may be granted without notice to Developer’s sureties, and extensions so granted without notice to Developer’s sureties shall not relieve the sureties’ liability on the bonds to secure the faithful performance of this Agreement and to assure payment of all persons performing labor and materials in connection with this Agreement. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle Developer to an extension. In granting any extension of the dates set forth under this Agreement for commencement and completion of the Improvements, City may require a new or amended improvement security in amounts to reflect increases in the costs of constructing the Improvements, and/or impose other conditions to protect City’s interests and ensure the timely completion of the Improvements. 3 5. Intentionally omitted. 6. Permits, Compliance with Laws. Developer shall comply with all generally applicable laws and regulations in the performance of this Agreement and constructing the Improvements herein and shall, at Developer’s sole cost and expense, obtain all necessary permits and licenses for the construction of Improvements, give all legally required notices and pay all fees and taxes required by law. 7. Superintendence by Developer. Developer shall personally supervise the work on the Improvements, or have a construction contractor, competent foreman or superintendent on the work site at all times during construction, with authority to act for Developer. 8. Inspection by City. Developer shall at all times maintain proper facilities, and shall provide safe access, for inspection by City, to all parts of the Improvements. 9. Contract Security. (a) Concurrently with the execution hereof, Developer shall furnish: (1) a surety bond in an amount equal to one hundred percent (100%) of the estimated cost of the construction and completion of the Improvements, as security for the faithful performance of this Agreement, including, without limitation, the payment of all labor and materials provided in connection with each subcontract executed by Developer in connection with this Agreement and (2) a surety bond in an amount equal to at least one hundred percent (100%) of the estimated cost of the construction and completion of the Improvements, as security for the payment of all persons performing labor and providing materials in connection with this Agreement (collectively, the “Surety Bond”). The City Engineer shall have the authority, but not the obligation, to release a portion or portions of the Surety Bond as the Improvements or portions thereof are completed and approved by the City.. (b) Developer may fulfill the requirements of subsection (a) of this section by providing a Standby Irrevocable Letter of Credit in favor of the City and in a form reasonably approved by the City Attorney. (c) Developer may also file a cash deposit with the City. 10. Indemnification and Hold Harmless Agreement. (a) Developer shall hold harmless, indemnify and, at the City’s request, defend City (with Counsel reasonably approved by City), its officers, employees, agents, boards and commissions, whether elected or appointed (collectively, “Indemnified City Parties”), from and against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees (collectively, “Claims”), for or in connection with personal injury (including, but not limited to, death) or damage to property (both real and personal) to the extent arising out of or is in any way connected with the negligent act, error or omission of Developer, its agents, contractors, subcontractors, or employees in connection 4 with the performance of this Agreement. Notwithstanding the foregoing, the indemnification obligations set forth herein shall not apply to any Claims caused by the negligence or willful misconduct of any Indemnified City Parties. (b) In order to make certain that Developer has adequate resources to fully carry out its responsibilities pursuant to subparagraph (a) above, Developer shall file with the City proof that Developer’s professional consultants (including any soils engineer or civil engineer) employed by Developer in connection with the Improvements, maintain professional liability (e.g. errors and omissions) insurance during the life of this Agreement. If the Improvements are accomplished by contractors or subcontractors, Developer shall assure that the contractors and/or subcontractors carry general liability insurance. The insurance shall be in an amount of not less than One Million Dollars ($1,000,000), shall contain a provision that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to City and shall be subject to the approval of the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. (c) The foregoing hold harmless and indemnification obligations of Developer shall apply to all damages and claims for damages of every kind suffered or alleged to have been suffered by reason of the construction operations undertaken pursuant to this Agreement, regardless of whether or not City has approved the plans or specifications for the Improvements, and regardless of whether or not such insurance policies have been determined to be applicable to any such damages or claims for damages; provided, however, that the indemnification obligations of Developer shall not apply to any Claims to the extent caused by the negligence or willful misconduct of any Indemnified City Parties. 11. Environmental Warranty. Prior to City’s acceptance of dedications or Improvements, Developer shall certify and warrant that: (a) The Property and Developer are not, to Developer’s knowledge, in violation of any environmental law, and neither are subject to any existing, pending, or threatened investigation by any federal, state or local governmental authority under or in connection with any environmental law; (b) Developer and any third party acting on Developer’s behalf or under Developer’s direction or control shall not use, generate, manufacture, produce, or release, on, or under the Property, any hazardous substance, except in compliance with all applicable environmental laws; and (c) Developer has not caused or permitted the release of, and has no knowledge of the release or presence of, hazardous substance(s) on the Property or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the Property. 12. Developer’s Insurance. Developer shall not commence constructing the Improvements until Developer has obtained all insurance required under this paragraph, and such insurance has been approved by the City Attorney as to form, amount and carrier, nor shall Developer allow any contractor or subcontractor to commence the Improvements until all similar 5 insurance required of the contractor or subcontractor has been so obtained and approved, as such approvals not to be unreasonably withheld, conditioned or delayed. All requirements shall appear either in the body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Developer shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker’s Compensation and Employers’ Liability Insurance: In the statutory coverage amounts. In signing this Agreement, Developer makes the following certification: “I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the Improvements.” (b) Commercial General Liability Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person; in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. This Commercial General Liability insurance described above shall include coverage for contractual liability limited to claims that result in bodily injury or property damage for which Developer is liable. (c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily injury and property damage. (d) Contractor General Liability Insurance: Developer shall cause its contractor to take out and maintain during the life of this Agreement an insurance policy in the amount of not less than ONE MILLION DOLLARS ($1,000,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person; in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. (e) It is agreed that the insurance required by Subsection (b) shall be in an aggregate amount of not less than Two Million Dollars ($2,000,000) and shall be extended to include as additional insureds the City of South San Francisco, its elective and appointive boards, officers, agents, employees and volunteers, with respect to operations performed by Developer as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (30) 2 days written notice to City. In addition, the following endorsement shall be made on the policy of insurance: “Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted.” 13. Evidence of Insurance. Developer shall furnish City concurrently with the execution hereof, satisfactory evidence of the insurance required and evidence that each carrier is required to give City at least thirty (30) days prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement. 14. Title to Improvements. Title to, and ownership of, all Improvements constructed hereunder by Developer shall vest absolutely in City, or to such other public agencies, persons, partnerships, associations or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such Improvements by City or the agency, person, partnership, association or corporation. 15. Warranty- Repair or Reconstruction of Defective Work. If, within a period of one (1) year after final acceptance of the Improvements (“Warranty Period”), the Improvements installed or constructed, or caused to be installed or constructed by Developer, fail to fulfill any of the requirements of this Agreement or the specifications referred to in the Plans, or proves to be defective or become damaged because of differential settlement, action of the elements, or ordinary usage, except for catastrophic events, Developer shall without delay and without any cost to City repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should Developer fail to act promptly or in accordance with this requirement and such failure continues for more than thirty (30) days following delivery of written notice to Developer specifying the action required, or should the exigencies of the case require repairs or replacements to be made before Developer can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Developer shall pay to City the actual cost of such repair plus fifteen (15%) percent. During Warranty Period, Developer shall provide the City with a corporate surety bond or an amendment to the Surety Bond in a principal sum equal to fifteen percent (15%) of the amount of the original Surety Bond to secure the undertaking and obligations set forth in this Section 15. 16. Trenching and Backfilling. Developer shall require that all trenching and backfilling within and outside the property lines for utility lines, including sanitary, storm, water and any other purposes, shall be done under the inspection of a soils engineer who shall test the trenching and backfilling with a sufficient number of soil tests to secure the proper compaction. If required as a condition to any permit issued by City, Developer shall further require that a 2 certificate be filed with the City stating that said trenching and backfilling has been performed in accordance with the soils engineer’s recommendations. 17. Developer not Agent of City. Neither Developer nor any of Developer’s agents or contractors shall be considered agents of City in connection with the performance of Developer’s obligations under this Agreement. 18. Notice of Breach and Default. If Developer refuses or fails to timely perform the Improvements in accordance with the requirements under this Agreement, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of the Improvements within such time, or if Developer should be adjudged as bankrupt, or if Developer should make a general assignment for the benefit of Developer’s creditors, or if a receiver should be appointed in the event of Developer’s insolvency, or if Developer or any of Developer’s contractors, subcontractors, agents or employees should violate any of the provisions of this Agreement, the City Engineer or City Manager may serve written notice upon Developer and Developer’s sureties of breach of this Agreement, or of any portion thereof, and default of Developer, and Developer shall have thirty (30) days thereafter to cure or substantially commence such cure. 19. Breach of Agreement; Performance by Sureties or City. In the event of such notice which is not cured by Developer within the applicable cure period under Section 18 above, Developer’s sureties shall have the duty to take over the Improvements and complete the Improvements herein specified; provided, however, that if the sureties, within five (5) business days after being served notice of such breach, do not give City written notice of their intention to take over the performance of this Agreement, and do not commence performance thereof within five (5) business days after notice to the City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Developer, and Developer’s sureties shall be liable to City for any excess cost or damages occasioned by City; and, in such event, City, without liability for so doing, may take possession of, and use in completing the Improvements, such materials, appliances, plant and other property belonging to Developer as may be on site of the Improvements and necessary therefor. 20. Erosion Control. If applicable, Developer shall furnish landscape plans and adequately provide for erosion control. Landscaping and irrigation improvements shall be installed to the reasonable satisfaction of the City’s Landscape Architect. 21. Water Lines. If and to the extent applicable or required, Developer shall dedicate to the California Water Service (CWS) the easements required for the water lines, facilities and appurtenant works, unless the lines, facilities and appurtenant works are to be installed within existing easements or the Public Utility Easements on the Parcel Map. Developer shall construct and install, at its sole cost and expense, the Improvements in the easements as set forth on the Plans, subject to the approval of the CWS. 3 22. Notices. All notices herein required shall be in writing, and delivered in person or sent by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Attn: Engineering City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 Notices required to be given to Developer shall be addressed as follows: Fairfield 200 Airport LP 5510 Morehouse Dr., Suite 200 San Diego, CA 92121 Attention: Jenna Woods Notices required to be given to sureties of Developer shall be addressed as follows: Any party may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 23. As-Built Drawings. Developer shall furnish City reproducible plastic film (i.e., Mylar) as-built drawings of the Improvements of a quality acceptable to the City Engineer together with a certification by Developer’s engineer that the Improvements have been constructed in accordance with the Plans. Developer shall furnish City with the as-built drawings concurrently with Developer’s request for acceptance of the Improvements by the City. 24. Parties Obligated. Developer agrees that this Agreement shall bind Developer and Developer’s successors in interest, heirs and assigns. 25. Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 26. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law. All actions, proceedings, lawsuits, claims and disputes shall be venued in the County of San Mateo, State of California. 4 27. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 28. Release. After acceptance of the Improvements and expiration of the Warranty Period as provided in Section 15 above, the City shall within 60 days thereafter record a release of this Agreement in the Official Records of San Mateo County. [signatures on the following page] 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: Charles Michael Futrell City Manager ATTEST: APPROVED AS TO FORM: City Clerk City Attorney FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership By: BF VAMF III GP LLC, a Delaware limited liability company, its general partner By: Ed McCoy Sr. Vice President EXHIBITS: Exhibit A – Legal Description Exhibit B – Public Improvement Plans EXHIBIT “A” Legal Description of Property Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: PARCEL ONE: LOTS 15, 16 AND 17, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE DEED FROM ALFRED E. KAUFFMANN ET AL TO THE STATE OF CALIFORNIA, DATED NOVEMBER 01, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 386 OF OFFICIAL RECORDS OF SAN MATEO COUNTY AT PAGE 369 (25333-B). PARCEL TWO: A PORTION OF DIVISION STREET NOW ABANDONED AS DESIGNATE ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. BEGINNING AT A POINT WHERE THE LINE DIVIDING LOTS 14 AND 15, BLOCK 146 INTERSECT THE WESTERLY LINE OF DIVISION STREET, AS DESIGNATED ON THE ABOVE-MENTIONED MAP; RUNNING THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY LINE OF SAID DIVISION STREET NORTH 22° 14' 40" EAST 75.51 FEET TO THE CORNER COMMON TO LOTS 17 AND 18 IN SAID BLOCK 146; THENCE SOUTH 74° 27' EAST 60.41 FEET TO THE WESTERLY LINE OF THE SOUTHERN PACIFIC RIGHT OF WAY; THENCE SOUTH 22° 14' 40" WEST 75.51 FEET; THENCE NORTH 74° 27' WEST 60.41 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION ENTERED IN THE SUPERIOR COURT IN AND FOR THE COUNTY OF SAN MATEO ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA, PLAINTIFF, VS F.O. MINUCCIANI, ET AL, DEFENDANTS," CASE NO. 36291. A CERTIFIED COPY OF SAID DECREE WAS RECORDED JULY 9, 1945 IN BOOK 1187 OFFICIAL RECORDS OF SAN MATEO COUNTY PAGE 102 (56082-F). Exhibit A 2 PARCEL THREE: LOTS 18 AND 19, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM SO MUCH OF SAID LOTS AS WAS CONVEYED TO THE STATE OF CALIFORNIA FOR ROAD PURPOSES BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 449. PARCEL FOUR: LOT 20 IN BLOCK 146 AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 1, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. PARCEL FIVE: LOT 21 IN BLOCK 146 AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. 1", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY ON MARCH 01, 1892 IN BOOK "B" OF ORIGINAL MAPS, PAGE 6 AND COPIED INTO BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN DEED FROM MARTIN C. THOMPSON AND CATHENKA L. THOMPSON, HIS WIFE, TO STATE OF CALIFORNIA DATED OCTOBER 04, 1928 AND RECORDED NOVEMBER 23, 1928 IN BOOK 385 OF OFFICIAL RECORDS, PAGE 190, RECORDS OF SAN MATEO COUNTY, CALIFORNIA. PARCEL SIX: LOT 22, BLOCK 146, AS DELINEATED UPON THAT CERTAIN MAP "SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA, PLAT NO. 1", FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON MARCH 1ST, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THAT PORTION OF SAID LOT 22 CONVEYED TO STATE OF CALIFORNIA BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OF OFFICIAL RECORDS, PAGE 449. Exhibit A 3 APNs: 012-338-010 (Affects: Parcel Six), 012-338-020 (Affects: Parcel Five), 012-338-030 (Affects: Parcel Four), 012-338-040 (Affects: Parcel Three), 012-338-050 (Affects: Parcels One and Two) JPNs: 012-033-338-01A (Affects: Parcel Six), 012-033-338-02A (Affects: Parcel Five), 012-033-338-03A (Affects: Parcel Four), 012-033-338-04A (Affects: Parcel Three), 012-033-338-05A (Affects: Parcels One and Two) EXHIBIT “B” Public Improvement Plans Reference: Encroachment Permit E19-1068 Plan Set by BKF Engineers [Developer to provide list of references to off-site public improvement plans] 3501525.1 1151361/50867150v.1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Fairfield 200 Airport LP 5510 Morehouse Drive, Suite 200 San Diego, CA 92121 Attention: Jenna Woods This Space For Recorder’s Use Only MAINTENANCE AND ENCROACHMENT AGREEMENT THIS MAINTENANCE AND ENCROACHMENT AGREEMENT (“Agreement”) is entered into as of this ____ day of ____________, 2020 (“Effective Date”), by and between FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership company ("Owner"), and CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”), with reference to the facts set forth in the Recitals below. RECITALS WHEREAS, Owner is the owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto (“Property”). WHEREAS, Owner intends to develop the Property with mixed-use retail and residential building, landscaping, and other improvements (“Project”) in accordance with the Conditions of Approval Use Permit and Design Review No. P18-0071 for 200 Airport Boulevard (as approved by the City Council on July 24, 2019) (“Conditions of Approval”). WHEREAS, The City has the authority to regulate the terms and conditions for the use of the surface, the air space above the surface, and the area below the surface of the public streets, roads, sidewalks, lanes, courts, ways, alleys, and boulevards, including, without limitation, all public utility easements and public service easements as the same now or may thereafter exist that are under the jurisdiction of the City (“Public Right-of-Way”) for the construction, installation and maintenance of private buildings and improvements. WHEREAS, The Conditions of Approval obligate Owner to install and maintain landscaping and improvements constructed as a part of the Project consisting of landscape, irrigation, overhead protection and special paving (“Project Improvements”), which are located within the Public Right-of-Way area and within the City owned parcel at 296 Airport Boulevard APN 012-338-160 further described in Exhibit B, attached hereto (“Encroachment and Maintenance Area”). The City has approved the encroachment of the Project Improvements into the Encroachment and Maintenance Area (the “Encroachments”), subject to the terms and conditions of this Agreement. WHEREAS, The parties desire to enter into this Agreement to set forth the terms and conditions upon which Owner will maintain the Project Improvements and upon which City consents to the Encroachments. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows: AGREEMENT 1. Maintenance Obligations. Owner shall, at its sole cost and expense, construct, install, maintain and locate the Project Improvements located within the Encroachment and Maintenance Area in accordance with the Conditions of Approval (the “Maintenance Obligations”). 2. Consent to Encroachments. City hereby consents to the existence of the Encroachments within the Encroachment and Maintenance Area, subject to the terms and conditions of this Agreement. 3. Use and Maintenance of Encroachments. Owner and City hereby agree that so long as this Agreement remains in effect, Owner may use, maintain, repair, replace and/or remove the Encroachments located within the Encroachment and Maintenance Area. Owner shall not construct or add any improvements in the Encroachment and Maintenance Area other than the Encroachments without the City’s prior express written consent, which shall not be unreasonably withheld, conditioned or delayed, provided that the work complies with all applicable laws and Owner obtains or causes to be obtained all required permits. 4. Damage to Facilities in Encroachment and Maintenance Area. Owner shall be responsible for (i) any damage to City street pavements, existing utilities, curbs, gutters, sidewalks caused by Owner’s installation, maintenance, repair or removal of the Project Improvements, (ii) costs for issuance of permits and inspection of the Project Improvements, and (iii) repair, replacement and restoration in kind of damaged Project Improvements (other than to the extent such damage is caused by the City, its employees, officers or agents), in each case, at its sole expense. Owner shall notify all utilities of any damage caused by Owner’s installation, maintenance, repair or removal of the Project Improvements. Owner shall be responsible to all utilities for any damage caused to facilities owned by utilities caused by Owner’s installation, maintenance, repair or removal of its Owner Project Improvements. If Encroachment and Maintenance Area to be used by Owner for the installation of Project Improvements has pre-existing installation(s) placed in the said Encroachment and Maintenance Area, Owner shall assume the responsibility to verify the location of the pre-existing installation and notify the City and any third party of Owner’s proposed installation. The reasonable and documented cost of any work required by such third party of City to provide adequate space or required clearance to accommodate Owner’s installation of the Project Improvements in the Encroachment and Maintenance Area shall be borne solely by Owner 5. Records and Field Locations. Owner shall maintain accurate maps and improvement plans of the Encroachments and Project Improvements. Owner shall submit to the City at the conclusion of installation of the Project Improvements copies of all maps accurately depicting the actual location of the Project Improvements as built. Owner shall, upon demand of the Engineering and Transportation Department Director, deliver to the office of the Engineering Division free of charge, and to other third parties interested in performing work within the Encroachment and Maintenance Area for a reasonable charge upon request, within thirty (30) days after such demand, such maps and plans as may be required to show in detail the location, depth, and description of all Encroachments installed within said Encroachment and Maintenance Area. 6. Hold Harmless and Indemnification. Owner, jointly and severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend (with counsel selected by Owner and acceptable to City) and hold harmless City, its officers, employees and agents (each a “City Indemnified Party”) from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and costs of defense (collective, the “Losses”) to the extent associated with the Encroachments and/or resulting from the activities of Owner described in this Agreement, except to the extent arising from the City’s or any City Indemnified Party’s willful misconduct or grossly negligent acts or omissions. 7. Insurance. Owner shall ensure that all contractors performing work on the Encroachments shall procure and maintain for the duration of this Agreement “occurrence coverage” insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Project Improvements. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001.) 2) Workers’ Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. b. Minimum Limits of Insurance. Owner shall maintain limits no less than: 1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with general aggregate limits is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: Comprehensive automobile liability insurance in an amount not less than $1,000,000 per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. 3) Workers’ Compensation and Employers Liability: Worker’s compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. c. Deductibles and Self–Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, and employees; or Owner shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provision: 1) General Liability Coverage and Automobile Liability Coverage. a) The City, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Owner; products and completed operations of Owner, premises owned, occupied or used by Owner. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. b) Each insurance policy shall contain the following endorsement language: “Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted.” c) Owner’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees of volunteers shall be excess of Owner’s insurance and shall not contribute with it. d) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. e) Owner’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 2) Worker’s Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from the Encroachments or Facilities. 3) All Coverages: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by regular mail, has been given to the City. e. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests’ rating of no less than A:VII. f. Verification of Coverage: Owner shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before execution of this Agreement. g. Subcontractors: Owner shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. h. The City’s Risk Manager may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the City’s interests are otherwise fully protected. 8. Duration of Agreement. This Agreement shall continue in perpetuity unless and until an agreement terminating this Agreement is executed and acknowledged by the City and all of the respective legal owners of the Property, and such agreement is recorded in the Official Records of San Mateo County. Upon mutual termination of the Agreement, and upon written request by City, Owner (or the successor owner of the Property if Owner no longer owns the Property as provided in Section 11 below), at its own cost and expense, agrees to remove or, at City’s discretion, abandon in place, some or all of the Project Improvements and restore the Encroachment and Maintenance Area to substantially the same condition it was in prior to Owner’s installation of the Project Improvements. Should Owner or the successor owner of the Property, if Owner no longer owns the Property, in such event fail, neglect or refuse to make such removals or restoration within one hundred twenty (120) days of City’s written request, at the sole option of City, such removal and restoration may be performed by City at the expense of Owner or Owner’s successor if Owner no longer owns the Property), which reasonable and documented expense Fairfield (or the successor owner of the Property if Fairfield no longer owns the Property) agrees to pay to City upon written demand. 9. Severability. If any one or more of the covenants or agreements or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement. 10. Notices. All notices given or which may be given pursuant to this Agreement shall be in writing and transmitted by United States mail or by private delivery systems or by facsimile if followed by United States mail or by private delivery systems as follows: To the City: Attn: Engineering Division City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 To Owner: Fairfield 200 Airport LP 5510 Morehouse Drive, Suite 200 San Diego, CA 92121 Attention: Jenna Woods 11. Successors and Assigns. Each of the agreements, covenants and obligations of Owner and City, respectively, set forth in this Agreement shall be covenants that run with the land and shall be binding upon all successors of Owner and City, respectively, for the benefit of the owner of the other property and such owner’s successors in accordance with Section 1468 of the California Civil Code. This Agreement shall not be assignable by Owner without prior notice to and approval by City (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that Owner may assign the rights granted hereunder to (i) a parent, successor, affiliate, or subsidiary of Owner, now or hereinafter existing or (ii) any party acquiring Owner’s interest in the Project, in each case, by only providing written notice to City of such assignment within thirty (30) days after such assignment and City shall have no approval rights over such assignment. Notwithstanding any provision of this Agreement to the contrary, nothing contained herein shall be deemed to be a gift or dedication of any portion of the Encroachment and Maintenance Area to the general public or for the general public or for any public purpose whatsoever, and this Agreement shall be strictly limited to and for the purposes expressed in this Agreement. 12. Cooperation. If any additional documents are reasonably necessary to accomplish the express purposes of this Agreement, the parties hereto agree to cooperate reasonably and in good faith in the preparation of any such documents, and agree to promptly sign and deliver any such documents. 13. Entire Document/Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the Maintenance Obligations, Encroachments and the Encroachment and Maintenance Area, and supersedes as of the date hereof any prior agreement(s) between the parties, written or oral, concerning the subject matter of this Agreement. Any subsequent modification of this Agreement shall be in a writing signed by both parties or their respective successors in interest. 14. Invalidity and Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and effect of the invalid or unenforceable provision. 15. Liens Not Impaired. No breach of the covenants or terms of this Agreement or any enforcement thereof shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value, now or hereafter executed upon the Property or any portion thereof. None of the covenants or terms of this Agreement shall supersede or in any way reduce the security or affect the validity of any such mortgage or deed of trust; provided, however, that any such covenant or term shall be binding upon and effective against the owner of the Property or any portion thereof whose title to the Property or such portion thereof is acquired by foreclosure, trustee’s sale or otherwise. 16. Attorneys’ Fees. In the event of any controversy, claim or dispute arising out of this Agreement or any breach hereof, the prevailing party in any legal action shall be entitled to recover from the losing party its costs and expenses, including reasonable attorneys’ fees and costs. 17. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law. All actions, proceedings, lawsuits, claims, and disputes shall be venued in the County of San Mateo, State of California. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all of such counterparts, taken together, shall constitute one and the same instrument. [signatures on following page] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. OWNER: FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership By: BF VAMF III GP LLC, a Delaware limited liability company, its general partner By: Name: Ed McCoy Title: Sr. Vice President Date: CITY: CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: _______________________________ Name: Charles Michael Futrell Its: City Manager Approved as to Form: _________________________________ City Attorney EXHIBITS: Exhibit A – Legal Description Exhibit B – Encroachment and Maintenance Areas ACKNOWLEDGMENTS A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) COUNTY OF ) On _____________________, before me, , a Notary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) COUNTY OF ) On _____________________, before me, , a Notary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit “A” EXHIBIT “A” Legal Description of Property Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: PARCEL ONE: LOTS 15, 16 AND 17, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE DEED FROM ALFRED E. KAUFFMANN ET AL TO THE STATE OF CALIFORNIA, DATED NOVEMBER 01, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 386 OF OFFICIAL RECORDS OF SAN MATEO COUNTY AT PAGE 369 (25333-B). PARCEL TWO: A PORTION OF DIVISION STREET NOW ABANDONED AS DESIGNATE ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. BEGINNING AT A POINT WHERE THE LINE DIVIDING LOTS 14 AND 15, BLOCK 146 INTERSECT THE WESTERLY LINE OF DIVISION STREET, AS DESIGNATED ON THE ABOVE-MENTIONED MAP; RUNNING THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY LINE OF SAID DIVISION STREET NORTH 22° 14' 40" EAST 75.51 FEET TO THE CORNER COMMON TO LOTS 17 AND 18 IN SAID BLOCK 146; THENCE SOUTH 74° 27' EAST 60.41 FEET TO THE WESTERLY LINE OF THE SOUTHERN PACIFIC RIGHT OF WAY; THENCE SOUTH 22° 14' 40" WEST 75.51 FEET; THENCE NORTH 74° 27' WEST 60.41 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION ENTERED IN THE SUPERIOR COURT IN AND FOR THE COUNTY OF SAN MATEO ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA, PLAINTIFF, VS F.O. MINUCCIANI, ET AL, DEFENDANTS," CASE NO. 36291. A CERTIFIED COPY OF SAID DECREE WAS RECORDED JULY 9, 1945 IN BOOK 1187 OFFICIAL RECORDS OF SAN MATEO COUNTY PAGE 102 (56082-F). Exhibit “A” PARCEL THREE: LOTS 18 AND 19, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO SAN MATEO CO. CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM SO MUCH OF SAID LOTS AS WAS CONVEYED TO THE STATE OF CALIFORNIA FOR ROAD PURPOSES BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 449. PARCEL FOUR: LOT 20 IN BLOCK 146 AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 1, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. PARCEL FIVE: LOT 21 IN BLOCK 146 AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. 1", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY ON MARCH 01, 1892 IN BOOK "B" OF ORIGINAL MAPS, PAGE 6 AND COPIED INTO BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN DEED FROM MARTIN C. THOMPSON AND CATHENKA L. THOMPSON, HIS WIFE, TO STATE OF CALIFORNIA DATED OCTOBER 04, 1928 AND RECORDED NOVEMBER 23, 1928 IN BOOK 385 OF OFFICIAL RECORDS, PAGE 190, RECORDS OF SAN MATEO COUNTY, CALIFORNIA. PARCEL SIX: LOT 22, BLOCK 146, AS DELINEATED UPON THAT CERTAIN MAP "SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA, PLAT NO. 1", FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON MARCH 1ST, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THAT PORTION OF SAID LOT 22 CONVEYED TO STATE OF CALIFORNIA BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OF OFFICIAL RECORDS, PAGE 449. Exhibit “A” APNs: 012-338-010 (Affects: Parcel Six), 012-338-020 (Affects: Parcel Five), 012-338-030 (Affects: Parcel Four), 012-338-040 (Affects: Parcel Three), 012-338-050 (Affects: Parcels One and Two) JPNs: 012-033-338-01A (Affects: Parcel Six), 012-033-338-02A (Affects: Parcel Five), 012-033-338-03A (Affects: Parcel Four), 012-033-338-04A (Affects: Parcel Three), 012-033-338-05A (Affects: Parcels One and Two) Exhibit “B” EXHIBIT “B” Encroachment and Maintenance Area [SEE ATTACHED] 3499218.1 LOBBY STAIR 1 ELEC. RM ELEV 1 ELEV 2 BIKE ROOM RETAIL STAIR 2 FIRE PUMP MPOE UTILITY ELEC. METER BACKFLOW 717 T T 314313 306 302 AIRPORT BOULEVARD 150 AIRPORT APARTMENTS CALTRAIN PLAZA - VACANT LOT - NOT A PART