MASTER SITE LEASE. by and between THE CITY OF SAN DIEGO. and the PUBLIC FACILITIES FINANCING AUTHORITY OF THE CITY OF SAN DIEGO.

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1 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) ) Attn: Robert H. Olson, Esq. ) Squire, Sanders & Dempsey L.L.P. ) One Maritime Plaza, Suite 300 ) San Francisco, CA ) ) (Space above for Recorder s Use) This document is recorded for the benefit of the City of San Diego and the recording is feeexempt under Section 6103 of the California Governmental Code. MASTER SITE LEASE by and between THE CITY OF SAN DIEGO and the PUBLIC FACILITIES FINANCING AUTHORITY OF THE CITY OF SAN DIEGO Dated as of May 1, 2010 relating to the $ PUBLIC FACILITIES FINANCING AUTHORITY OF THE CITY OF SAN DIEGO LEASE REVENUE REFUNDING BONDS, SERIES 2010A (MASTER REFUNDING PROJECTS)

2 MASTER SITE LEASE This Master Site Lease (the "Site Lease") is dated as of May 1, 2010, and is entered into by and between THE CITY OF SAN DIEGO, a municipal corporation duly organized and existing under its charter and the laws of the State of California (the "City"), and the PUBLIC FACILITIES FINANCING AUTHORITY OF THE CITY OF SAN DIEGO, a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California (the "Authority"). (Capitalized terms used in the Whereas clauses which are not defined therein shall have the meaning provided in Section 1 hereof). WITNESSETH: WHEREAS, the City has determined it is in the public interest, it will achieve certain savings and other financial objectives and it will benefit the inhabitants of the City that the City refinance the 1996B Project, the 1996A Project and the 2009A Project and refund the related 1996B Certificates, the 1996A Bonds and the 2009A Bonds (the Refunding ); and WHEREAS, to accomplish this Refunding, the City will enter into this Site Lease with the Authority pursuant to which the City will lease to the Authority certain real property belonging to the City, together with the improvements located thereon that are owned by the City (collectively the "Leased Property," as more particularly described in Exhibit A hereto); and WHEREAS, concurrently with the execution of this Site Lease, the Authority and the City are entering into a Master Facilities Lease, dated as of May 1, 2010 (the "Lease"), pursuant to which the Authority will lease the Leased Property back to the City; and WHEREAS, to provides funds to accomplish the Refunding, the City has requested the Authority to issue its $ Lease Revenue Refunding Bonds, Series 2010A (Master Refunding Projects) (the Series 2010A Bonds ) pursuant to the Master Indenture, dated as of May 1, 2010 (the Indenture ), by and between the Authority and Wells Fargo Bank, N.A., as trustee thereunder; and WHEREAS, the City is authorized by law to lease the Leased Property and to consummate the Refunding, and the lease of the Leased Property and the Refunding are necessary and proper public purposes; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Site Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Site Lease. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: 1

3 Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms pursuant to the Lease, as it may be amended pursuant to its terms, and, if such terms are not defined in the Lease, then such terms shall have the meanings given such terms pursuant to the Indenture, as it may be amended pursuant to its terms. Section 2. Lease of the Leased Property. The City hereby leases to the Authority and the Authority hereby rents from the City, on the terms and conditions hereinafter set forth, the Leased Property including, but not limited to, the right, upon the occurrence of an Event of Default under the Lease, to receive rent and other income derived from the Existing Leases. The Authority hereby acknowledges existing encumbrances on the Leased Property, including, but not limited to, the Existing Leases and restrictions relating to the grant of the Mission Bay Sites to the City by the State in trust for the uses and purposes and upon the express conditions as provided in an act of legislative approved April 27, 1945 Statutes of California Chapter 143 and the rights therein reserved to the people of the State. Section 3. Term. (a) The term of this Site Lease shall commence on the Closing Date and shall end on the Expiry Date, unless such term is extended or sooner terminated, all as provided in the Lease. If prior to the Expiry Date, all rental payable under the Lease shall have been paid and all Bonds have been fully paid or defeased in accordance with Article X of the Indenture, the term of this Site Lease shall end ten (10) days after written notice by the City to the Authority to the effect that the rental payable under the Lease is fully paid and all Bonds have been fully paid. (b) The term of this Site Lease shall not be extended beyond the Expiry Date, except as otherwise provided in the Lease. Section 4. Rent. The Authority shall pay to the City an advance rent of $1.00 as full consideration for this Site Lease over its term. The Authority hereby waives any right that it may have under the laws of the State of California to receive a rebate of such rent in full or in part in the event there is a substantial interference with the use and right of possession by the Authority of the Leased Property or portion thereof as a result of material damage, destruction or condemnation. Section 5. Purpose. The Authority shall use the Leased Property solely for the purpose of subleasing the same to the City pursuant to the Lease and the City hereby leases the Leased Property to the Authority expressly on said condition; provided, however, that in the event of default by the City under the Lease, the Authority may exercise the remedies provided in the Lease; provided further, however, that any Leased Property that is dedicated parkland shall be used exclusively for park and recreation purposes pursuant to City Charter Section 55. Section 6. Owner in Fee. The City covenants that it has the right to lease the Leased Property hereunder free and clear of all liens, claims or encumbrances, except Permitted Encumbrances. 2

4 Section 7. Assignments and Subleases. The Authority shall not assign its rights hereunder or sublet the Leased Property, except as provided in the Lease and the Indenture and as security for the Bonds. Section 8. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Leased Property at any reasonable time: to inspect the same; to make any repairs, improvements or changes necessary for the preservation thereof; to perform any of its other duties; or exercise any of its other rights, as contemplated under the Lease. Section 9. Termination. The Authority agrees, upon the termination hereof, to quit and surrender the Leased Property in the same good order and condition as the same was in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any additions, improvements or alterations to the Leased Property at the time of the termination hereof 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 performed under the terms hereof, which default continues for thirty (30) days following notice and demand by the City for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site Lease and the Lease shall be deemed to occur as a result thereof; provided, however, prior to the Expiry Date, the City shall have no power to terminate this Site Lease by reason of any default on the part of the Authority, if such termination would affect or impair any assignment of the Lease then in effect between the Authority and the Trustee. Section 11. Quiet Enjoyment. The Authority at all times during the term hereof shall peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the City. Section 12. Waiver of Personal Liability. All liabilities hereunder on the part of the Authority shall be solely corporate liabilities of the Authority, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability hereunder. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority hereunder. Section 13. Eminent Domain. In the event the whole or any portion of the Leased Property is taken by eminent domain proceedings, any interests of the Authority shall be recognized in accordance with Section 8.01 of the Lease. Section 14. Observance and Performance under the Indenture. The City hereby agrees and covenants that during the term hereof and so long as the Indenture remains in effect, it will observe and perform the agreements, conditions, covenants and terms required to be observed or performed by it contained in the Indenture. Section 15. Amendments. This Site Lease may be amended: (a) for the purpose of effecting an Addition, Substitution or Removal, as provided in the Lease, and (b) for 3

5 any other purpose subject to the same requirements provided in the Lease for amendments to the Lease. Section 16. Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms hereof shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining agreements, conditions, covenants or terms hereof shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section 17. Notices. All written notices to be given shall be given by first class mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely: If to the City: The City of San Diego Department of Finance 202 C Street San Diego, California Attention: Chief Financial Officer If to the Authority: Public Facilities Financing Authority of the City of San Diego c/o City of San Diego City Attorney s Office 1200 Third Avenue San Diego, California Attention: Deputy City Attorney Finance Section 18. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision hereof. Section 19. Execution in Counterparts. This Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Section 20. Governing Law. This Site Lease shall be governed by and construed and interpreted in accordance with the laws of the State of California. [Balance of page left intentionally blank] 4

6 [Execution pages of Master Site Lease] IN WITNESS WHEREOF, the parties hereto have executed and entered into this Site Lease by their officers thereunder duly authorized as of the day and year first above written. THE CITY OF SAN DIEGO ATTEST By: Chief Financial Officer By: City Clerk APPROVED AS TO FORM AND LEGALITY: JAN I. GOLDSMITH, CITY ATTORNEY By: Deputy City Attorney PUBLIC FACILITIES FINANCING AUTHORITY OF THE CITY OF SAN DIEGO ATTEST By: Chair By: Secretary APPROVED AS TO FORM AND LEGALITY: JAN I. GOLDSMITH, CITY ATTORNEY By: Deputy City Attorney 5

7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On, before me, Date Name and Title of Officer (e.g. Jane Doe, Notary Publc ) personally appeared Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL (Signature of Notary Public) Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other: Signer is Representing: Name of Person(s) or Entity(ies) Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above

8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On, before me, Date Name and Title of Officer (e.g. Jane Doe, Notary Publc ) personally appeared Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL (Signature of Notary Public) Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Title(s) Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other: Signer is Representing: Name of Person(s) or Entity(ies) Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above

9 (DESCRIPTION A-1: Commonly described as the site of the Paradise Point Resort) LEGAL DESCRIPTION THAT PORTION OF THE TIDE LANDS AND SUBMERGED OF FILLED LANDS OF FALSE BAY, ALSO KNOWN AS MISSION BAY, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE UNITED STATES COAST AND GEODETIC SURVEY TRIANGULATION STATION "OLD TOWN"; THENCE NORTH FEET; THENCE WEST 16, FEET TO POINT "A" OF THIS DESCRIPTION, HAVING A NORTH AMERICAN DATUM OF 1983 VALUE OF NORTHING AND EASTING ; THENCE NORTH 67 00'21" EAST FEET TO POINT "Z" OF THIS DESCRIPTION, HAVING A NORTH AMERICAN DATUM OF 1983 VALUE OF NORTHING AND EASTING ; THENCE NORTH 1 19'36" WEST FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 40'24" EAST FEET TO THE BEGINNING OF A TANGENT FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE ALONG SAID CURVE SOUTHEASTERLY FEET THROUGH A CENTRAL ANGLE OF 90 00'00"; THENCE TANGENT TO SAID CURVE SOUTH 1 19'36" EAST FEET TO THE BEGINNING OF A TANGENT 320 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE ALONG SAID CURVE SOUTHEASTERLY FEET THROUGH AN ANGLE OF '49"; THENCE NORTH 81 03'17" EAST FEET; THENCE SOUTH 9 40'52" EAST FEET TO THE BEGINNING OF A TANGENT FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE ALONG SAID CURVE SOUTHERLY FEET THROUGH A CENTRAL ANGLE OF 39 17'09" TO THE BEGINNING OF A REVERSE CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 60 23'43" EAST; THENCE ALONG SAID CURVE SOUTHERLY FEET THROUGH A CENTRAL ANGLE OF 59 59'10"; THENCE SOUTH 1 14'21" EAST FEET TO THE BEGINNING OF TANGENT FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE ALONG SAID CURVE SOUTHWESTERLY FEET THROUGH AN ANGLE OF 89 48'54"; THENCE TANGENT TO SAID CURVE SOUTH 88 34'33" WEST FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF FEET; THENCE ALONG SAID CURVE SOUTHWESTERLY FEET THROUGH A CENTRAL ANGLE OF 90 18'11" TO A POINT ON A FOOT RADIUS CURVE CONCAVE WESTERLY TO WHICH POINT A RADIAL LINE BEARS NORTH 88 16'22" EAST; THENCE ALONG SAID CURVE SOUTHERLY FEET THROUGH A CENTRAL ANGLE OF 29 ^03'02"; THENCE TANGENT TO SAID CURVE SOUTH 27 19'24" WEST FEET; THENCE NORTH 62 40'36" WEST FEET; THENCE NORTH 24 10'06" WEST FEET; THENCE NORTH FEET TO A POINT ON A FOOT RADIUS CURVE, CONCAVE EASTERLY WITH A RADIAL CENTER AT SAID POINT "Z", THE RADIUS OF WHICH BEARS SOUTH 48 50'39" WEST; THENCE NORTHERLY ALONG SAID CURVE FEET THROUGH AN ANGLE OF '45" TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM ALL THE DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE AS MAY BE REQUIRED THEREFORE, AS RESERVED BY THE STATE OF CALIFORNIA IN AN ACT OF THE LEGISLATURE APPROVED APRIL 27, 1945, STATUES OF CALIFORNIA CHAPTER 142.

10 APN: A-2

11 (DESCRIPTION A-2: Commonly described as the site of the Dana Inn and Marina) PARCEL A: (ORIGINAL PARCEL) LEGAL DESCRIPTION THAT PORTION OF THE TIDELANDS AND SUBMERGED OR FILLED LANDS OF MISSION BAY -FORMERLY FALSE BAY- AND A PORTION OF THE PUEBLO LANDS IN SAN DIEGO, ACCORDING TO MAP THEREOF MADE BY JAMES PASCOE IN 1870, A COPY OF WHICH SAID MAP WAS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 14, 1921 AND IS KNOWN AS MISCELLANEOUS MAP NO. 36, ALL BEING IN THE CITY OF SAN DIEGO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND DESCRIBED AS A WHOLE AS FOLLOWS: A-3

12 COMMENCING AT THE SOUTHEAST CORNER OF LOT 24 IN BLOCK 10 OF RESUBDIVISION OF BLOCKS 7, 8 AND 10 AND A PORTION OF BLOCK 9 AND LOT "A", INSPIRATION HEIGHTS, ACCORDING TO MAP THEREOF NO. 1700, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 27, 1917; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 24, SOUTH 89 55' 56" WEST (RECORD - SOUTH 89 59' 00" WEST) FEET TO A POINT OF TANGENT CURVE IN THE BOUNDARY OF SAID LOT 24; THENCE SOUTH 00 04' 04" EAST 2.00 FEET TO AN INTERSECTION WITH A LINE WHICH IS PARALLEL WITH AND 2.00 FEET SOUTHERLY AT RIGHT ANGLES TO THE SOUTHERLY LINE OF SAID BLOCK 10; THENCE ALONG SAID PARALLEL LINE NORTH 89 55' 56" EAST FEET; THENCE NORTH 05 30' 02" WEST FEET TO THE UNITED STATES COAST AND GEODETIC SURVEY TRIANGULATION STATION "OLD TOWN" (THE LAMBERT GRID COORDINATES, CALIFORNIA ZONE 6, FOR SAID STATION "OLD TOWN" ARE X EQUALS 1,712,415.7 AND Y EQUALS 213,019.22) AND SAID TRIANGULATION STATION IS LOCATED AT LATITUDE 32 45' 02.45" NORTH AND LONGITUDE ' " WEST BEING ALSO THE POINT OF ORIGIN FOR THE SAN DIEGO CITY ENGINEER'S MISSION BAY PARK COORDINATE SYSTEM; THENCE NORTH FEET AND WEST 15, FEET TO MISSION BAY COORDINATES NORTH AND WEST 15, BEING THE TRUE POINT OF BEGINNING; AND BEING ALSO A POINT ON THE ARC OF A FOOT RADIUS CURVE; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE 14 00' 09", A DISTANCE OF FEET TO THE BEGINNING OF A REVERSE FOOT RADIUS CURVE; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18 44' 32", A DISTANCE OF FEET; THENCE TANGENT TO SAID CURVE SOUTH 70 43' 10" EAST FEET; THENCE NORTH 19 16' 59" EAST FEET TO THE BEGINNING OF A TANGENT FOOT RADIUS CURVE, CONCAVE WESTERLY, BEING AT MISSION BAY COORDINATES NORTH AND WEST ; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29 27' 25", A DISTANCE OF FEET, BEING AT MISSION BAY COORDINATES NORTH AND WEST ; THENCE TANGENT TO SAID CURVE NORTH 10 10' 35" WEST FEET, BEING AT MISSION BAY COORDINATES NORTH AND WEST ; THENCE NORTH 19 00' 33" WEST FEET, BEING A MISSION BAY COORDINATES NORTH AND WEST ; THENCE NORTH 63 30' 00" WEST FEET, BEING AT MISSION BAY COORDINATES NORTH AND WEST ; THENCE NORTH 28 30' 02" WEST FEET, BEING AT MISSION BAY COORDIANTES NORTH AND WEST ; THENCE SOUTH 61 30' 01" WEST FEET TO A POINT ON THE ARC OF A NON-TANGENT FOOT RADIUS CURVE, THE CENTER OF WHICH BEARS SOUTH 66 31' 41" EAST FROM SAID POINT, BEING AT MISSION BAY COORDINATES NORTH AND WEST ; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 39 03' 49", A DISTANCE OF FEET, BEING AT MISSION BAY COORDIANTES NORTH AND WEST ; THENCE SOUTH 74 22' 30" WEST FEET, BEING A MISSION BAY COORDINATES NORTH AND WEST ; THENCE SOUTH 24 01' 13" WEST FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING ALL THE DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE AS MAY BE REQUIRED THERE FOR, AS RESERVED BY THE STATE OF CALIFORNIA IN AN ACT OF THE LEGISLATURE APPROVED APRIL 27, 1945, STATUTES OF CALIFORNIA, CHAPTER 142. A-4

13 PARCEL B: (EXPANSION PARCEL) THAT PORTION OF TIDELANDS AND SUBMERGED OR FILLED LANDS OF MISSION BAY FORMERLY FALSE BAY AND A PORTION OF THE PUEBLO LANDS IN SAN DIEGO, ACCORDING TO MAP THEREOF MADE BY JAMES PASCOE, IN 1870, A COPY OF WHICH SAID MAP WAS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 14, 1921, AND IS KNOWN AS MISCELLANEOUS MAP NO. 36, ALL BEING IN THE CITY OF SAN DIEGO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND DESCRIBED AS A WHOLE AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF LOTS 24 IN BLOCK 10 OF RESUBDIVISION OF BLOCKS 7, 8 AND 10 AND A PORTION OF BLOCK 9 AND LOT A, INSPIRATION HEIGHTS, ACCORDING TO MAP THEREOF NO. 1700, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 27, 1917; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 24, SOUTH WEST (RECORD SOUTH WEST) FEET TO A POINT OF TANGENT CURVE IN THE BOUNDARY OF SAID LOT 24; THENCE SOUTH EAST 2.00 FEET TO AN INTERSECTION WITH A LINE WHICH IS PARALLEL WITH AND 2.00 FEET SOUTHERLY AT RIGHT ANGLES TO THE SOUTHERLY LINE OF SAID BLOCK 10; THENCE ALONG SAID PARALLEL LINE NORTH EAST FEET; THENCE NORTH WEST FEET TO THE UNITED STATES COAST AND GEODETIC SURVEY TRIANGULATION STATION OLD TOWN (THE LAMBERT GRID COORDINATES, CALIFORNIA ZONE 6 FOR SAID STATION OLD TOWN ARE X EQUALS 1,712,415.7 AND 7 EQUALS 213,019.22) AND SAID TRIANGULATION STATION IS LOCATED AT LATITUDE NORTH AND LONGITUDE WEST BEING ALSO THE POINT OF ORIGIN FOR THE SAN DIEGO CITY ENGINEERS MISSION BAY PARK COORDINATE SYSTEM; THENCE NORTH 5, FEET AND WEST 15, FEET TO MISSION BAY COORDINATES NORTH 5, AND WEST 15,803.78, BEING THE TRUE POINT OF BEGINNING; AND BEING ALSO A POINT ON THE ARC OF A FOOT RADIUS CURVE; CONCAVE TO THE SOUTH, A RADIAL TO SAID POINT BEARS NORTH EAST; THENCE WESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF AN ARC DISTANCE OF FEET; THENCE NON-TANGENT TO SAID CURVE, NORTH EAST, FEET TO THE BEGINNING OF A NON-TANGENT FOOT RADIUS CURVE, CONCAVE TO THE EAST, A RADIAL TO SAID POINT BEARS SOUTH WEST; THENCE NORTH, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF AN ARC DISTANCE OF FEET; THENCE NON-TANGENT TO SAID CURVE, SOUTH WEST, FEET TO THE BEGINNING OF A NON-TANGENT FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST, A RADIAL TO SAID POINT BEARS SOUTH WEST; THENCE NORTHEASTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF AN ARC DISTANCE OF FEET; TO THE BEGINNING OF A NON- TANGENT FOOT RADIUS CURVE, CONCAVE TO THE EAST, A RADIAL TO SAID POINT BEARS SOUTH WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF AN ARC DISTANCE OF FEET TO A POINT ON THE WESTERLY LINE OF THE DANA MARINA, INC., LEASEHOLD ESTATE AS DESCRIBED IN THE DOCUMENT RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 23, 1968 AS INSTRUMENT NO ; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND NON-TANGENT TO SAID CURVE, SOUTH WEST, FEET TO THE TRUE POINT OF BEGINNING. A-5

14 EXCEPTING ALL THE DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE AS MAY BE REQUIRED THEREFORE, AS RESERVED BY THE STATE OF CALIFORNIA IN AN ACT OF LEGISLATURE APPROVED APRIL 27, 1945, STATUES OF CALIFORNIA, CHAPTER 142. APN: A-6

15 (DESCRIPTION A-3: Commonly described as the site of the Islandia Hyatt Regency and Marina) PARCEL 1: LEGAL DESCRIPTION THAT PARCEL OF LAND AND ADJOINING WATER AREA IN THE CITY OF SAN DIEGO, STATE OF CALIFORNIA, BEING A PORTION OF THE TIDELANDS AND SUBMERGED OR FILLED LANDS OF FALSE BAY, ALSO KNOWN AS MISSION BAY, INCLUDING ANY PORTION OF THE PUEBLO LANDS OF SAN DIEGO, ACCORDING TO MAP THEREOF BY JAMES PASCOE, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY AND KNOWN AS MISCELLANEOUS MAP NO. 36, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 24 OF BLOCK 10 IN THE RESUBDIVISION OF BLOCKS 7, 8, 10 AND A PORTION OF BLOCK 9 AND LOT "A" IN INSPIRATION HEIGHTS, ACCORDING TO MAP THEREOF NO. 1700, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT, SOUTH 89 55' 56" WEST (RECORD: NORTH 89 59' 00" WEST) TO A POINT OF TANGENT CURVE IN THE BOUNDARY OF SAID LOT; THENCE SOUTH 00 04' 04" EAST, 2.00 FEET TO A LINE WHICH IS PARALLEL WITH AND 2.00 FEET SOUTHERLY AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF SAID BLOCK 10: THENCE ALONG SAID PARALLEL LINE NORTH 89 55' 56" EAST, FEET; THENCE NORTH 05 30' 02" WEST, FEET TO THE UNITED STATES COAST AND GEODETIC SURVEY, TRIANGULATION STATION "OLD TOWN" - THE LAMBERT GRID COORDINATES CALIFORNIA ZONE 6 FOR SAID STATION "OLD TOWN" ARE X EQUALS 1,712, AND Y EQUALS 213, SAID STATION "OLD TOWN" BEING THE POINT OF ORIGIN FOR THE SAN DIEGO CITY ENGINEER'S MISSION BAY PARK COORDINATE SYSTEM; THENCE NORTH 5, FEET AND WEST 16, FEET TO MISSION BAY PARK COORDINATES NORTH 5, FEET AND WEST 16, FEET, BEING ALSO THE TRUE POINT OF BEGINNING; THENCE SOUTH 15 55' 11" WEST, FEET TO MISSION BAY PARK COORDINATES NORTH 4, FEET AND WEST 16, FEET; THENCE NORTH 89 28' 36" WEST TO MISSION BAY PARK COORDINATES NORTH 4, FEET AND WEST 16, FEET; THENCE NORTH 08 09' 38" WEST, FEET TO MISSION BAY PARK COORDINATES NORTH 4, FEET AND WEST 16, FEET; THENCE NORTH 57 31' 13" WEST, FEET; THENCE NORTH 08 09' 38" WEST, FEET TO THE BEGINNING OF A TANGENT FOOT RADIUS CURVE, CONCAVE EASTERLY; THENCE NORTHERLY ALONG SAID CURVE FEET THROUGH A CENTRAL ANGLE OF 38 09' 38"; THENCE TANGENT TO SAID CURVE NORTH 30 00' 00" EAST, FEET TO THE BEGINNING OF A TANGENT FOOT RADIUS CURVE, CONCAVE SOUTHERLY; THENCE EASTERLY ALONG SAID CURVE FEET THROUGH A CENTRAL ANGLE OF 83 24' 14"; THENCE TANGENT TO SAID CURVE SOUTH 66 35' 46" EAST, FEET TO THE TRUE POINT OF BEGINNING. A-7

16 EXCEPTING ALL THE DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE AS MAY BE REQUIRED THEREFOR, AS RESERVED BY THE STATE OF CALIFORNIA IN AN ACT OF THE LEGISLATURE APPROVED APRIL 27, 1945, STATUES OF CALIFORNIA, CHAPTER 142, AND THE LEASE REFERRED TO HEREIN. PARCEL 2: ALL THAT PORTION OF PUEBLO LOT 214, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF MADE BY JAMES PASCOE, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE RECORDER OF SAN DIEGO COUNTY AND IS KNOWN AS MISCELLANEOUS MAP NO. 36, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF ABOVE SAID PARCEL 1, SAID CORNER BEING MISSION BAY PARK COORDINATES NORTH 5, FEET AND WEST 16, FEET; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID PARCEL 1 NORTH 66 35' 46" WEST, FEET; THENCE NORTH 23 24' 14" EAST, FEET; THENCE SOUTH 66 35' 46" EAST, FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 23 24' 14" EAST, FEET TO A POINT IN A NON-TANGENT 2, FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH30 06' 41" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 09 51' 14", AN ARC DISTANCE OF FEET; THENCE TANGENT TO SAID CURVE NORTH 50 02' 05" WEST, FEET; THENCE SOUTH 39 57' 55" WEST, FEET TO THE BEGINNING OF A TANGENT FOOT RADIUS CURVE, CONCAVE EASTERLY; THENCE ALONG SAID CURVE THROUGH AN ANGLE OF ' 41", AN ARC DISTANCE OF FEET; THENCE TANGENT TO SAID CURVE SOUTH 66 35' 46" EAST, FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING ALL THE DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE AS MAY BE REQUIRED THEREFOR, AS RESERVED BY THE STATE OF CALIFORNIA IN AN ACT OF THE LEGISLATURE APPROVED APRIL 27, 1945, STATUES OF CALIFORNIA, CHAPTER 142, AND THE LEASE REFERRED TO HEREIN. APN: A-8

17 (DESCRIPTION A-4: Commonly described as Rose Canyon Operations Center) PARCEL A: LEGAL DESCRIPTION LOTS 1 THROUGH 7 INCLUSIVE IN BLOCK 9, 1 THROUGH 5 INCLUSIVE IN BLOCK 10 AND 1, 2 AND 3 IN BLOCK 11 OF HOMELAND VILLAS, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY OCTOBER 9, EXCEPTING THEREFROM THOSE PORTIONS DESCRIBED IN DEEDS FOR STREET PURPOSES RECORDED JANUARY 24, 1955 IN BOOK 5506, PAGE 65 AND FEBRUARY 11, 1955 IN BOOK 5529, PAGE 175, BOTH OF OFFICIAL RECORDS. PARCEL B: LOT 1 OF PUEBLO LOT 1209 OF THE PUEBLO LANDS OF THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS SAID LOT 1 IS SHOWN ON PARTITION MAP AND DECREE IN CASE NO. 8341, SUPERIOR COURT OF SAN DIEGO COUNTY ENTITLED JOHN P. BURT VS. J. S. MANASSEE ET AL. EXCEPTING THEREFROM THAT PORTION LYING EASTERLY OF THE SOUTHWESTERLY LINES OF VILLA MARINA UNIT NO. 1, ACCORDING TO MAP THEREOF NO. 4950, AND VILLA MARINA UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 5177; BOTH BEING FILED IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY. ALSO EXCEPTING THEREFROM THAT PORTION LYING WESTERLY OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SQUTH LINE OF SAID LOT 1 WITH THE EASTERLY LINE OF THE 100 FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY (SUCCESSOR IN INTEREST TO THE CALIFORNIA SOUTHERN RAILROAD COMPANY) AS LAST SAID RIGHT OF WAY IS DESCRIBED IN CONDEMNATION CASE NO. 132 DATED MARCH 16, 1882, IN THE SUPERIOR COURT OF THE COUNTY OF SAN DIEGO, RECORDED IN BOOK 42 OF DEEDS, PAGE 279 ET SEQ., IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY; AND IN BOOK 1 OF JUDGMENTS, PAGE 259 IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE NORTHWESTERLY ALONG SAID EASTERLY LINE FEET TO A POINT IN THE WESTERLY LINE OF SAID LOT. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE WEST LINE THEREOF SOUTH " EAST FEET; THENCE NORTH EAST FEET TO A POINT IN THE NORTH LINE OF SAID LOT 1 DISTANT FEET FROM THE POINT OF BEGINNING; THENCE NORTH " WEST FEET TO THE POINT OF BEGINNING. A-9

18 ALSO EXCEPTING ALL MINERALS CONTAINED IN THE HEREIN DESCRIBED LAND, INCLUDING, WITHOUT LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES6 AS WELL AS METALLIC OR OTHER SOLID MINERALS, PROVIDED THAT SANTA FE SHALL NOT HAVE THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND, OR ANY PART THEREOF, FOR THE PURPOSE OF DRILLING FOR, MINING OR OTHERWISE REMOVING ANY OF SAID MINERALS, AS RESERVED BY THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY IN DEED RECORDED AUGUST 20, 1957, IN BOOK 6714, PAGE 287 OF OFFICIAL RECORDS. APN: AND HWY OP A-10

19 (DESCRIPTION A-5: Commonly described as Scripps Miramar Ranch Library Center) PARCEL A: APN LEGAL DESCRIPTION LOT 14 OF SCRIPPS RANCH BUSINESS PARK PHASE III, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY JULY 27, PARCEL A1: AN EASEMENT AND RIGHT-OF-WAY FOR SEWER, WATER, GAS, ELECTRIC, TELEPHONE AND CABLE T.V. PURPOSES OVER, UNDER, ALONG AND ACROSS THAT PORTION OF LOT 2 OF SAID MAP NO LYING WITHIN THE AREA DELINEATED AND DESIGNATED ON SAID MAP AS 23 FOOT EASEMENT FOR SEWER, WATER, GAS, ELECTRIC, TELEPHONE AND CABLE T.V. PARCEL B: APN (PORTION) ALL THAT PORTION OF PARCEL 1-D DESCRIBED IN THE DEED TO THE CITY OF SAN DIEGO RECORDED NOVEMBER 17, 1959 AS INSTRUMENT NO , IN BOOK 7996, PAGE 566 OF OFFICIAL RECORDS LYING SOUTHERLY OF THE NORTHERLY LINE OF THE SOUTHERLY 40 FEET OF SCRIPPS LAKE DRIVE, AS SET ASIDE AND DEDICATED TO PUBLIC USE BY RESOLUTION NO , ADOPTED ON AUGUST 6, 1979 AND RECORDED DECEMBER 15, 1982 AS FILE NO OF OFFICIAL RECORDS AND SHOWN ON MAP OF SCRIPPS RANCH BUSINESS PARK PHASE III, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY JULY 27, 1988 AND LYING NORTHWESTERLY OF THE NORTHWESTERLY BOUNDARY OF LOT 14 OF SAID MAP NO , BEING A PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF. A-11

20 (DESCRIPTION A-6: Commonly described as San Diego Police Headquarters) LEGAL DESCRIPTION ALL OF BLOCK 5 OF CULVERWELL S ADDITION, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 143 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY JUNE 3, TOGETHER WITH THE ALLEY IN SAID BLOCK 5 AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. R , ADOPTED ON SEPTEMBER 10, 1984 AND RECORDED SEPTEMBER 24, 1984 AS FILE NO ALSO TOGETHER WITH ALL OF BLOCK 178 OF HORTON S ADDITION, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY. APN A-12

21 (DESCRIPTION A-7: Commonly described as Northwest Division Police Station) LEGAL DESCRIPTION LOTS 18 AND 19 OF EMPLOYMENT CENTER DEVELOPMENT UNIT NO. 28, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO , FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 21, EXCEPTING THEREFROM ALL OIL RIGHTS ON HEREIN DESCRIBED PROPERTY TO BE RESERVED BY THE GRANTOR HER HEIRS AND ASSIGNS, FOREVER, AND FURTHER THAT THE SAID GRANTOR, HER HEIRS OR ASSIGNS AGREE TO PAY A REASONABLE COMPENSATION TO THE SAID GRANTEE OR THEIR ASSIGNS, SHOULD THE GRANTOR, HER HEIRS OR ASSIGNS, ENTER THE HEREIN DESCRIBED LAND FOR THE PURPOSE OF DIGGING OR DRILLING FOR OIL, AS RESERVED IN DEED FROM TILLIE M. LACY, ALSO KNOWN AS TILLIE WATERS LACY TO MEAD-HASKELL COMPANY, DATED JULY 29, 1919 AND RECORDED JULY 29, 1919 IN BOOK 789, PAGE 78 OF DEEDS. APN: & 25 A-13