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HomeMy WebLinkAboutOrd. 1473-2013ORDINANCE NO. 1473 -2013 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA AN ORDINANCE ADOPTING A FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR THE 249 EAST GRAND AVENUE OFFICE /R &D PROJECT WHEREAS, Alexandria Real Estate Equities (ARE) ( "Owner" or "Applicant ") submitted an application requesting approval of Use Permit modifications and modification of the associated Development Agreement, which would collectively authorize a parking space reduction from the previously approved ratio of 2.83 parking spaces per 1,000 square feet to 2.5 parking spaces 1,000 square feet; deferring construction of the parking garage from Phase III to Phase IV of construction; allowance for temporary off -site parking at 213 East Grand Avenue during Phase IV of construction; and a revision to the requirement to provide 5,500 square feet of ancillary retail space, to be located at 249 -289 East Grand Avenue, in the Business Technology Park (BTP) Zoning District; and, WHEREAS, as part of its application, the Applicant has sought approval of a First Amendment to the Development Agreement, which would clarify and obligate several project features and mitigation measures, including public art, rails -to- trails improvements, and mitigations fees for traffic impact, and an additional fee, the Public Safety Impact Fee; and WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code, §§ 21000, et seq. ( "CEQA "); and, WHEREAS, the City Council certified an Environmental Impact Report ( "EIR ") on July 12, 2006 in accordance with the provisions of CEQA and the CEQA Guidelines, which analyzed the potential environmental impacts of the Project; and, WHEREAS, the Planning Commission held a duly noticed public hearing on June 20, 2013, to solicit public comment and consider the proposed modifications and take public testimony, at the conclusion of which the Planning Commission conditionally approved the entitlements and recommended that the City Council approve the First Amendment to the Development Agreement; and, WHEREAS, the City Council held a duly noticed public hearing on July 10, 2013, to consider the First Amendment to the Development Agreement, and take public testimony. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. Findings. That based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code § 21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code; the Project applications; the 249 East Grand Avenue Office/R& D Project, as prepared by Dowler- Gruman Architects; the EIR, including the Draft and Final EIR prepared and certified for the 249 East Grand Avenue Office /R &D Project and appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's meeting held on June 20, 2013; all reports, minutes, and public testimony submitted as part of the City Council's duly noticed public hearing on July 10, 2013; and any other evidence (within the meaning of Public Resources Code § 21080(e) and § 21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. The foregoing Recitals are true and correct and made a part of this Ordinance. B. The proposed First Amendment to the Development Agreement (attached as Exhibit A), is incorporated by reference and made a part of this Ordinance, as if set forth fully herein. C. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. D. The proposed Project modifications are consistent and compatible with all elements in the City of South San. Francisco General Plan. The General Plan includes policies and programs that are designed to encourage the development of research and development and office uses in the East of 101 Area. Further, the land uses, development standards, densities and intensities, buildings and structures proposed are compatible with the goals, policies, and land use designations established in the General Plan (see Gov't Code, § 65860), and none of the land uses, development standards, densities and intensities, buildings and structures will operate to conflict with or impede achievement of the any of the goals, policies, or land use designations established in the General Plan. Specifically, the General Plan includes policies and programs that are designed to encourage the development of high technology campuses in the East of 101 Area, allow for employee- serving vendor services, preparation of a TDM plan and traffic improvement plan to reduce congestion impacts, and provision of a framework for requiring future circulation system improvements as they are needed to prevent deficient levels of service from being reached. E. The City Council has independently reviewed the proposed First Amendment to the Development Agreement, the General Plan, the South San Francisco Municipal Code, and applicable state and federal law, including Government Code section 65864, et seq., and has determined that the proposed Development Agreement complies with all applicable zoning, subdivision, and building regulations and with the General Plan. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of these documents, oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. G. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto, as reflected in the proposed Project (P05 - 0019), Use Permit Modification (MPM13 -0002) and Development Agreement Amendment (DAA13- 0002). This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed First Amendment to the Development Agreement and its determination that Section 3 of the Development Agreement sets forth the Project Approvals, development standards, and the documents constituting the Proj ect. H. The proposed Development Agreement states the maximum permitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that Section 3 of the Agreement sets forth the documents which state the maximum permitted height and size of buildings. I. The proposed Development Agreement states specific provisions for reservation or dedication of land for public purposes. This finding is based on all evidence in the Record as a whole, including, but not limited to the City Council's independent review of the Development Agreement. SECTION 2. Approval of Development Agreement. A. The City Council of the City of South San Francisco hereby approves the proposed First Amendment to the Development Agreement with ARE -San Francisco No. 12, LLC, a Delaware limited company, ARE -San Francisco No. 44, LLC, a Delaware limited liability company, and ARE -San Francisco No. 46 LLC, a Delaware limited liability company, attached hereto as Exhibit A and incorporated herein by reference. B. The City Council further authorizes the City Manager to execute the First Amendment to the Development Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make revisions to such Agreement, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. SECTION 3. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 10'h day of July, 2013. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the 24a' day of July, 2013, by the following vote: AYES: Councilmember Mark N. Addieeo, Richard A. Garbarino, and Pradeo Gupta Mayor Pro Tern KWI Matsumoto and Mayor Pedro Gonzalez. NOES: None. ABSTAIN: ABSENT: None. None. ) As Mayor of the City of South San Francisco, I do h Ordinance this 20 day of July, 2013. '�-' �'to4 r Pedro Gonzalez, ayo iy approve the foregoing Exhibit A FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 249 East Grand Avenue Office /Research and Development Project This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR 249 EAST GRAND AVENUE OFFICE/RESEARCH AND DEVELOPMENT PROJECT (the " Project") is dated as of , 2013 ( "First Amendment "), between (i) on the one hand, (A) ARE -SAN FRANCISCO NO. 12, LLC, a Delaware limited liability company ( "ARE -SF 12 "), (B) ARE -SAN FRANCISCO NO. 44, LLC, a Delaware limited liability company ( "ARE -SF 44 "), and (C) ARE -SAN FRANCISCO NO. 46, LLC, a Delaware limited liability company ( "ARE -SF 46 "), and (ii) on the other hand, the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California (the "City "). ARE -SF 12, ARE -SF 44, and ARE -SF 46, on the one hand, and the City, on the other hand, are collectively referred to herein as "Parties ". RECITALS A. WHEREAS, California Government Code Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and, B. WHEREAS, pursuant to California Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code, establishing procedures and requirements for adoption and execution of development agreements; and, C. WHEREAS, the City and ARE -SF 12 entered into a certain Development Agreement dated July 26, 2006, for the development of the Project (the "Original Agreement "), as approved and adopted by the City Council through the adoption of Ordinance No. 1372- 2006 (which took effect on August 25, 2006) (a copy such Ordinance, including the Original Agreement, was recorded in the Official Records of San Mateo County, California, on February 5, 2007, as Instrument No. 2007 -018093); and, D. WHEREAS, in conjunction with the Original Agreement, ARE -SF 12 submitted a development proposal to the City, as depicted on the "249 East Grand Plan Set ", dated July 12, 2006, prepared by Dowler - Gruman Architects (the "Architect ") and attached to the Original Agreement as Exhibit B (the "Original Plan Set "); and, E. WHEREAS, at the time the Original Agreement was approved and adopted, the legal description of the real property subject to the Original Agreement (the "Property ") was as set forth in Exhibit A attached hereto and incorporated herein by reference; and, F. WHEREAS, after the Original Agreement was approved and adopted, ARE -SF 12 re- subdivided the Property by filing a new parcel map, which parcel map resulted in the legal description of the Property being as set forth in Exhibit B attached hereto and incorporated herein by reference; and, G. WHEREAS, on June 22, 2012, ARE -SF 12 transferred to ARE -SF 44 all of ARE -SF 12's right, title, and interest in that certain portion of the Property particularly described in Exhibit C attached hereto and incorporated herein by reference (the "First Transferred Parcel "), and, in conjunction with such transfer, (i) ARE -SF 12 assigned to ARE -SF 44 all of ARE -SF 12's rights, interests, and obligations under the Original Agreement with respect to the First Transferred Parcel, and (ii) ARE -SF 44 assumed all of ARE -SF 12's obligations under the Original Agreement with respect to the First Transferred Parcel rovided, however, that this assignment and assumption of the rights, interests, and obligations under the Original Agreement was on a non - exclusive basis, so that ARE -SF 44 has the rights, interests, and obligations under the Original Agreement to the extent required to facilitate the development of the First Transferred Parcel, and ARE -SF 12 has the rights, interests, and obligations under the Original Agreement to the extent required to facilitate the development of the remainder of the Property); and, H. WHEREAS, on May 16, 2013, ARE -SF 12 transferred to ARE -SF 46 all of ARE -SF 12's right, title, and interest in that certain portion of the Property particularly described in Exhibit D attached hereto and incorporated herein by reference (the "Second Transferred Parcel "), and, in conjunction with such transfer, (i) ARE -SF 12 assigned to ARE -SF 46 all of ARE -SF 12's rights, interests, and obligations under the Original Agreement with respect to the Second Transferred Parcel, and (ii) ARE -SF 46 assumed all of ARE -SF 12's obligations under the Original Agreement with respect to the Second Transferred Parcel (provided, however, that this assignment and assumption of the rights, interests, and obligations under the Original Agreement was on a non- exclusive basis, so that ARE -SF 46 has the rights, interests, and obligations under the Original Agreement to the extent required to facilitate the development of the Second Transferred Parcel, ARE -SF 44 has the rights, interests, and obligations under the Original Agreement to the extent required to facilitate the development of the First Transferred Parcel, and ARE -SF 12 has the rights, interests, and obligations under the Original Agreement to the extent required to facilitate the development of the remainder of the Property); and, I. WHEREAS, (i) ARE -SF 12 has completed construction of a 4 -story office /research and development building totaling approximately 136,191 square feet on the portion of the Property commonly known as 249 East Grand Avenue (the "Phase 1 Building "), and (ii) ARE -SF 44 has completed construction of a 5 -story office /research and development building totaling approximately 163,257 square feet on the portion of the Property commonly known as 259 East Grand Avenue (and referred to in this First Amendment as the First Transferred Parcel) (the "Phase 2 Building "); and, J. WHEREAS, (i) ARE -SF 46 also intends to construct a 3 -story office /research and development building totaling approximately 102,616 square feet on the portion of the Property to be commonly known as 269 East Grand Avenue (and referred to in this First Amendment as the Second Transferred Parcel) (the "Phase 3 Building "), and (ii) ARE -SF 12 also intends to construct (A) a 4 -story office /research and development building totaling approximately 137,936 square feet on the portion of the Property to be commonly known as 279 East Grand Avenue (the "Phase 4 Building "), and (B) a 4 -level above- ground parking garage on the northern -most parcel of the Property (the "Garage "); and, K. WHEREAS, ARE -SF 12, ARE -SF 44, and ARE -SF 46, as "owners" of the Property, have a legal interest in the real property subject to the Original Agreement; and, L. WHEREAS, ARE-SF 12, ARE -SF 44, and ARE -SF 46 have filed an application for a modification (the "Use Permit Modification ") of the Conditional Use Permit (UP05 -0005) that underlies the Original Agreement (the "Original Use Permit "), and, in conjunction with such Use Permit Modification, have submitted to the City a supplemental Plan Set, dated , 2013, prepared by the Architect (the "Supplemental Plan Set ") (the Use Permit Modification, Supplemental Plan Set, and Conditions of Approval are attached hereto as Exhibit F and incorporated herein by reference); and, M. WHEREAS, ARE -SF 12, ARE -SF 44, and ARE -SF 46 have requested the City to enter into this First Amendment to modify the rights and obligations of the Parties relating to the development of the Project; and, N. WHEREAS, all proceedings necessary for the valid adoption and execution of this First Amendment have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act, and Chapter 19.60 of the South San Francisco Municipal Code; and, O. WHEREAS, the City Council and the Planning Commission have found that this First Amendment and the Use Permit Modification are consistent with the objectives, policies, general land uses, and programs specified in the South San Francisco General Plan as adopted on October 13, 1999, and as amended from time to time; and, P. WHEREAS, on , 2013, the City Council adopted Ordinance No. , approving and adopting this First Amendment, and the Ordinance thereafter took effect on , 2013. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code, and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Section 19.60.140 of the South San Francisco Municipal Code, notwithstanding the fact that the City Council adopts an ordinance approving this First Amendment, this First Amendment shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect ( "Effective Date "). 2. Defined Terms As of the Effective Date, (i) the term "Agreement ", as used in the Original Agreement and/or this First Amendment, shall mean the Original Agreement, as amended by this First Amendment, (ii) the term "Use Permit ", as used in the Original Agreement and/or this First Amendment, shall mean the Original Use Permit, as amended by the Use Permit Modification, (iii) the term "Plan Set ", as used in the Original Agreement and/or this First Amendment, shall mean the Original Plan Set, as amended by the Supplemental Plan Set, and (iv) the term "Owner ", as used in the Original Agreement and/or this First Amendment, shall mean ARE -SF 44 and its successors and assigns, as to the First Transferred Parcel, ARE -SF 46 and its successors and assigns, as to the Second Transferred Parcel, and ARE -SF 12 and its successors and assigns, as to the remainder of the Property and as to any rights and/or obligations that pertain to the Project as a whole rather than to individual portions of the Property (whether such portions have been transferred to another person or entity or retained by ARE -SF 12) (ems, the rights and obligations set forth in Sections 3(b) and 3LcJ below and the rights and obligations regarding the Rails To Trails improvements set forth in Section 12(b) of the Original Agreement, as amended by Section 6 below). Any initially- capitalized term used in this First Amendment without being expressly defined when first used shall have the meaning given to such term in the Original Agreement. 3. Modification of Project Description and Selected Standards For Project In accordance with the Use Permit Modification and the Supplemental Plan Set: (a) The first paragraph of Section 3 of the Original Agreement shall be amended so that the Project shall consist of four (4) 3- to 5 -story office /research and development buildings totaling approximately 540,000 square feet, a 4 -level above - ground parking garage, and related improvements, as provided in the Original Plan Set, as amended by the Supplemental Plan Set, both as approved by the City Council. (b) The required parking ratio for all uses in the Project shall be 2.50 parking spaces per 1,000 square feet; provided, however, that Owner may elect, in its sole discretion, to increase the required parking ratio up to, but not more than, 2.83 parking spaces per 1,000 square feet (i) by giving the City written notice of such election at least sixty (60) days before the increase in the required parking ratio is to become effective, and (ii) by simultaneously submitting to the City a Transportation Demand Management (TDM) report documenting that the goal of 32% alternative mode usage by employees within the Project has been achieved as of date not more than sixty (60) days prior to the submission of such TDM report to the City. The TDM report will be prepared by an independent consultant, retained by the City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report will include supporting statistics and analysis to establish attainment of the goal, including, but not limited to, a determination of historical employee commute methods, which information shall be obtained by a survey of all employees working in all previously constructed buildings on the Property (with all non- responses being counted as a drive alone trip). (c) During construction of the Phase 3 Building, the Phase 4 Building, the Garage, and the remainder of the Project, interim parking shall be provided as follows: 1. Existing temporary surface parking on the Property will be removed to construct the Phase 3 Building. New surface parking (some permanent, some temporary) will be constructed on the eastern portion of the Property to replace the temporary surface parking that will be removed to construct this building. The new surface parking will be completed before the temporary surface parking is removed, in order to maintain the required parking (based on a parking ratio of 2.50 parking spaces per 1,000 square feet) for the previously constructed Phase 1 Building and Phase 2 Building. 2. After completion of the Phase 3 Building, existing temporary surface parking on the Property will be removed to construct the Phase 4 Building and the Garage. The temporary surface parking to be removed for these buildings will create a deficit of 517 parking spaces (based on a parking ratio of 2.50 parking spaces per 1,000 square feet) for the previously constructed Phase 1 Building, Phase 2 Building, and Phase 3 Building. Owner will provide temporary surface parking to cover such deficit by causing new temporary surface parking to be constructed on the nearby site commonly known as 213 East Grand Avenue (which is owned by ARE -San Francisco No. 21, L.P., a California limited partnership, and ARE -San Francisco No. 42, LLC, a Delaware limited liability company, affiliates of Owner) ("Off-Site Parking Parcel "). The new surface parking will be completed before the temporary surface parking is removed, in order to maintain the required parking (based on a parking ratio of 2.50 parking spaces per 1,000 square feet) for the previously constructed Phase 1 Building, Phase 2 Building, and Phase 3 Building. Any agreement(s) necessary to construct the new temporary surface parking on the Off-Site Parking Parcel shall be Owner's sole responsibility. City staff review of applications for permits or other certificates or approvals necessary to construct the new temporary surface parking on the Off -Site Parking Parcel shall be limited as provided in Section 4 of the Original Agreement. 3. All interim parking shall be in the locations depicted on the Supplemental Plan Set or in such other locations as may be reasonably approved by the City. 4. Vesting of Approvals Upon the City's approval of the Use Permit Modification, the Supplemental Plan Set, and this First Amendment, such approvals shall vest in Owner and its successors and assigns as provided in Section 5 of the Original Agreement. 5. Public Safety Impact Fees Owner hereby agrees that the Public Safety Impact Fee, as approved and adopted by the City Council through the adoption of Ordinance No. 97 -2012 (which tools effect on February 8, 2013), shall apply to the Phase 3 Building and the Phase 4 Building, but shall not apply to the Phase 1 Building, the Phase 2 Building, or the Garage. Public Safety Impact Fees for the Phase 3 Building and the Phase 4 Building shall be determined based on the application of the formula in effect as of the time such Public Safety Impact Fees become due and payable. Section 9 of the Original Agreement shall not be amended except to the extent necessary to give effect to this Section. 6. Rails To Trails Improvements Section 12(b) of the Original Agreement shall be deleted in its entirety and replaced with the following: "(b) Rails To Trails Improvements or Payment. The rail corridor abutting the northerly boundary of the Property, consisting of a narrow strip of land extending from Forbes Boulevard at its westerly end to AlIerton Avenue at its easterly end and more particularly described in Exhibit E attached hereto and incorporated herein by reference (the "Trail Corridor "): (i) is identified in the City's General Plan as a future bike path, and (ii) is currently owned in fee by HCP Forbes, LLC ( "HCP "). The City is considering whether and how to implement a "rails to trails" program that would cause the Trail Corridor and other similarly situated paths and corridors in the City to be improved and made available for public use. As part of that process, (x) the City and HCP have included certain provisions concerning the Trail Corridor in the Development Agreement (the "HCP Agreement ") for the property commonly known as 494 Forbes Boulevard, and (y) the City and Bayside Area Development, LLC ( "Bayside "), have included certain provisions concerning the Trail Corridor in the Development Agreement (the "B_ ayside Agreerent") for the properties commonly known as 328 Roebling Road, 340 Roebling Road, and 233 East Grand Avenue (the "Bayside Property"). For purposes of this Agreement, the term "Adjacent Trail Corridor" shall mean the portion of the Trail Corridor that abuts the northerly boundary of the Property and is bounded on the westerly end of such portion by Forbes Boulevard and is bounded on the easterly end of such portion by an extension of the eastern most boundary line of the Property that intersects and is roughly perpendicular to the southerly boundary of the Trail Corridor, excepting the portion of the Trail Corridor that abuts the northerly boundary of the Property and is bounded on the westerly end of such excepted portion by an extension of the westerly boundary line of the Bayside Property and is bounded on the easterly end of such excepted portion by an extension of the easterly boundary line of the Bayside Property. The City hereby acknowledges and agrees that the timing for improving the Trail Corridor and for making the Trail Corridor available for public use (either through a dedication of the Trail Corridor for public use or through a conveyance to the City or its designee of fee title to the Trail Corridor) will be governed by the terms and conditions of the HCP Agreement and the Bayside Agreement. Accordingly, Owner and the City will reasonably cooperate and coordinate with HCP and Bayside with respect to any obligations Owner may have concerning the Adjacent Trail Corridor. Further, by written notice to Owner, the City, in its reasonable discretion, may elect to require Owner to implement either the provisions of subsection 12(b) 1. below ( "Option A ") or the provisions of subsection 12LL below ( "Option B "); provided, however, the City cannot elect to implement Option A unless and until the City elects to implement similar options in the HCP Agreement and the Bayside Agreement. If the City fails to notify Owner of its election before December 31, 2014, then the City shall be deemed to have elected Option B. 1. Option A. If the City elects to implement Option A, then Owner shall do the following at Owner's sole cost and expense: (A) Owner, in consultation with the City, shall design improvements to the Adjacent Trail Corridor (the "Adjacent Trail Corridor Primary Improvements "). Except as otherwise mutually agreed by Owner and the City, said Adjacent Trail Corridor Primary Improvements shall consist of paving, lighting, and landscaping of a design and scope consistent with standard portions of the City's then existing Rails to Trails corridor of the Bay Trail. In addition, Owner, in consultation with the City, shall design a stairway and wheelchair lift from the Property to the Adjacent Trail Corridor Primary Improvements, in the location depicted on the Supplemental Plan Set or in such other Iocation as may be reasonably approved by the City, and a bicycle access path across the Property from Roebling Road to the Adjacent Trail Corridor Primary Improvements, in such location as may be reasonably approved by the City (collectively, the "Adjacent Trail Corridor Access Improvements "). The Adjacent Trail Corridor Primary Improvements and the Adjacent Trail Corridor Access Improvements are referred to collectively in this Agreement as the "Adjacent Trail Corridor Improvements ". The City hereby acknowledges and agrees that any agreement(s) (other than the HCP Agreement and the Bayside Agreement) that may be necessary to allow Owner to enter the Trail Corridor to install the Adjacent Trail Corridor Primary Improvements shall be the City's sole responsibility. Owner shall submit to the City plans and a cost estimate for the Adjacent Trail Corridor Improvements, for review and approval by the City, within six (6) months after receiving notice that the City has elected to implement Option A. (B) Upon approval of such plans and cost estimate by the City, Owner shall construct the Adjacent Trail Corridor Improvements in accordance with the approved plans in all material respects. Owner shall complete construction of said Adjacent Trail Corridor Improvements by the later of (i) the date that is twelve (12) months after the City's approval of the plans and cost estimate for such improvements, and (ii) August 25, 2016 (subject, however, to (x) delays in obtaining any agreement(s) necessary to allow Owner to enter the Trail Corridor to install the Adjacent Trail Corridor Primary Improvements, (y) atypical delays in obtaining the City's approval of the plans for the Adjacent Trail Corridor Improvements, and/or (z) atypical delays in obtaining any permits or other certificates or approvals necessary to install the Adjacent Trail Corridor Improvements). (C) Once installed, Owner shall have no responsibility for the maintenance, repair, or replacement of any of the Adjacent Trail Corridor Primary Improvements, except to the extent any such maintenance, repair, or replacement is necessary because of damage caused by Owner. Once installed, Owner, at Owner's sole cost and expense, shall be responsible for the maintenance, repair, or replacement of all of the Adjacent Trail Corridor Access Improvements. 2. Option B. If the City elects (or is deemed to have elected) to implement Option B, then Owner shall do the following at Owner's sole cost and expense: (A) Owner, within six (6) months after receiving written notice that the City has elected (or is deemed to have elected) to implement Option B, shall provide the City with a written cost estimate, subject to the City's review and approval, of the costs that would be required for construction of the Adjacent Trail Corridor Improvements of a nature and scope comparable to those described in subsection 12(b)l.(A) above. (B) Upon approval of such cost estimate by the City, Owner, at or before the earlier of (i) issuance of a Certificate of Occupancy for the final building constructed as part of the Project (other than the Garage), and (ii) August 25, 2016, shall provide to the City funds in an amount equal to the aggregate cost set forth in such approved cost estimate, which funds shall then be used by the City solely to upgrade substandard portions of the City's then existing Bay Trail or to install new park or trail improvements within the East of 101 Planning Area. C) Upon written request by Owner, the City shall provide Owner with a description, in reasonable detail, of the sources and applications of funds provided by Owner and by other similarly situated property owners for the Bay Trail upgrades or other new park or trail improvements (as applicable) contemplated in subsection 12(h)2.LB). 3. Assessment District. If at any time the City decides to forrn an assessment district with the objective of acquiring and completing a rails to trails conversion for the rail corridor that includes the Trail Corridor, Owner agrees not to oppose the formation of such a district, provided that such assessment district includes substantially all other similarly situated properties benefited by the proposed conversion and that the provisions governing such assessment district include reimbursement or credit to Owner for (A) any amounts already expended by Owner for design and construction of Adjacent Trail Corridor Improvements pursuant to Option A above, and/or (B) any amounts paid by Owner to the City pursuant to Option B above." 7. Public Art Contribution Each reference to "December 31, 2014" contained in Section 12(c) of the Original Agreement shall be deleted and replaced with "June 30, 2014 ". 8. Miscellaneous (a) Except to the extent amended and/or modified by this First Amendment, the Original Agreement is hereby ratified and confirmed and all other provisions of the Original Agreement shall remain in fall force and effect, unaltered and unchanged by this First Amendment. if any provision of this First Amendment conflicts with and cannot be reconciled with any provision of the Original Agreement, the provision of this First Amendment shall control. All of the provisions of the Original Agreement (applying the defined terms set forth in clauses (i), (ii), (iii), and (iv) of Section 2 above) are made a part of, and are incorporated into, this First Amendment as if set forth in full in this First Amendment (including, but not limited to, the provisions set forth in Sections 17, 22, 26, 27, 28, 29, 34 Ua 11 b, 34 c , 34 d ), and 34Le) of the Original Agreement). (b) This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single agreement with the same effect as if all Parties had signed the same signature page. Any signature page from any counterpart of this First Amendment, signed only by one Party, may be detached from such counterpart without impairing the legal effect of the signature(s) thereon, provided that such signature page is re- attached to another counterpart of this First Amendment that has a signature page signed by another Party. 9. Exhibits Exhibit A — Original Legal Description of Property Exhibit B — Current Legal Description of Property Exhibit C — Legal Description of First Transferred Parcel Exhibit D — Legal Description of Second Transferred Parcel Exhibit E — Legal Description of Trail Corridor Exhibit F — Use Permit Modification / Supplemental Plan Set / Conditions of Approval IN WITNESS WHEREOF, the City has executed this First Amendment on the day and year first above written. CITY OF SOUTH SAN FRANCISCO ATTEST: City Clerk APPROVED AS TO FORM City Attorney City Manager IN WITNESS WHEREOF, ARE -SF 12, ARE -SF 44, and ARE -SF 46 have executed this First Amendment on the day and year first above written. ARE -SAN FRANCISCO NO. 12, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, Managing Member By: ARE -QRS CORP., a Maryland corporation, General Partner By: _ Name: Title: ARE -SAN FRANCISCO NO. 44, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, Managing Member By: AR -QRS CORP., a Maryland corporation, General Partner By: _ Name: Title: ARE -SAN FRANCISCO NO. 46, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, Managing Member By: ARE -QRS CORP., a Maryland corporation, General Partner By: _ Name: Title: STATE OF CALIFORNIA } } COUNTY OF ) On , 2013, before me, , a Notary Public in and for said State, personally appeared _ , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. My commission expires: My commission number is: SIGNATURE OF NOTARY [AFFIX SEAL] STATE OF CALIFORNIA ) COUNTY OF On , 2013, before me, , a Notary Public in and for said State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. My commission expires: My commission number is: SIGNATURE OF NOTARY [AFFIX SEAL] EXHIBIT A ORIGINAL LEGAL DESCRIPTION OF PROPERTY All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: LOT 27, BLOCK 2, AS SHOWN ON THE MAP OF "CABOT CABOT AND FORBES INDUSTRIAL PARK UNIT NO. 1 -B ", FILED MAY 25, 1966, IN BOOK 64 OF MAPS, PAGES 49 -51, SAN MATEO COUNTY RECORDS. [The foregoing Iegal description does not include any exceptions or reservations or any easements or other rights that may be appurtenant to such real property] ASSESSOR'S PARCEL NOS. 015-050 -440, 015 -050 -450 EXHIBIT B CURRENT LEGAL DESCRIPTION OF PROPERTY All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: PARCELS 1, 2, 3, 4, AND 5, AS SHOWN ON PARCEL MAP 05 -0002, FILED MAY 15, 2008, IN BOOK 78 OF PARCEL MAPS, AT PAGES 48 TO 53, SAN MATEO COUNTY RECORDS. [The foregoing legal description does not include any exceptions or reservations or any easements or other rights that may be appurtenant to such real property] ASSESSOR'S PARCEL NOS. 015 - 050 -780, 015 -050 -790, 015- 050 -800, 015- 050 -810, 015.050- 820, 015- 050 -830, 015- 050 -840 EXHIBIT C LEGAL DESCRIPTION OF FIRST TRANSFERRED PARCEL All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: PARCEL 4, AS SHOWN ON PARCEL MAP 05 -0002, FILED MAY 15, 2008, IN BOOK 78 OF PARCEL MAPS, AT PAGES 48 TO 53, SAN MATEO COUNTY RECORDS. [The foregoing legal description does not include any exceptions or reservations or any easements or other rights that may be appurtenant to such real property] ASSESSOR'S PARCEL NO. 015 -050 -820 EXHIBIT D LEGAL DESCRIPTION OF SECOND TRANSFERRED PARCEL All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: PARCEL 2, AS SHOWN ON PARCEL MAP 05 -0002, FILED MAY 15, 2008, IN BOOK 78 OF PARCEL MAPS, AT PAGES 48 TO 53, SAN MATEO COUNTY RECORDS. [The foregoing legal description does not include any exceptions or reservations or any easements or other rights that may be appurtenant to such real property] ASSESSOR'S PARCEL NO. 015- 050 -800 EXHIBIT E LEGAL DESCRIPTION OF TRAIL CORRIDOR All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: LOT 7 IN BLOCK 2 OF CABOT, CABOT & FORBES INDUSTRIAL PARK UNIT NO. 1, AS SHOWN ON MAP FILED FEBRUARY 26, 1965, IN BOOK 61, PAGES 45 THROUGH 49 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. [The foregoing legal description does not include any exceptions or reservations or any easements or other rights that -nay be appurtenant to such real property] EXHIBIT F USE PERMIT MODIFICATION 1 SUPPLEMENTAL PLAN SET / CONDITIONS OF APPROVAL [ See Following Pages ]