HomeMy WebLinkAboutOrd. 1543-2017City of South San Francisco P.O. Box 711 (City Hall,
• 400 Grand Avenue)
South San Francisco, CA
• City Council
Ordinance: ORD 1543 -2017
File Number: 17 -1044 Enactment Number: ORD 1543 -2017
ORDINANCE ADOPTING A THIRD AMENDMENT TO THE
DEVELOPMENT AGREEMENT BETWEEN ALEXANDRIA REAL
ESTATE EQUITIES -SAN FRANCISCO NO. 12, LLC, ALEXANDRIA
REAL ESTATE EQUITIES -SAN FRANCISCO NO.44, LLC, AND
ALEXANDRIA REAL ESTATE EQUITIES -SAN FRANCISCO NO.46,
LLC, AND THE CITY OF SOUTH SAN FRANCISCO FOR THE
OFFICE /RESEARCH & DEVELOPMENT CAMPUS AT 249 -279
EAST GRAND AVENUE.
WHEREAS, pursuant to City Council Ordinance No. 1372 -2006, the City of South San Francisco
( "City ") and Alexandria Real Estate Equities (ARE) -San Francisco No. 21 LP, ARE -San Francisco No.
42 LLC, entered into a Development Agreement for the development of an office /research &
development (R &D) campus at 249 -279 East Grand Avenue ( "Project "), which was effective as of
August 25, 2006; and
WHEREAS, the City Council certified the EIR (State Clearinghouse number 2005- 042121) for the
Project on July 12, 2006, including a mitigation monitoring and reporting program and a statement of
overriding considerations; and
WHEREAS, ARE -San Francisco No. 12, LLC ( "ARE -SF 12 "), ARE -San Francisco No.44, LLC
( "ARE -SF 44 "), and ARE -San Francisco No.46, LLC ( "ARE -SF 46 ") (collectively known as "Owner"
or "Applicant "), requested on June 24, 2013, an amendment to the Development Agreement that was
adopted by the City Council as Ordinance No. 1473 -2013 ( "First Amendment "), recorded in the Official
Records of the County of San Mateo as Instrument No. 2013 - 152683 on November 1, 2013, in
connection a use permit modification to (i) amend the original plan set, (ii) reduce the parking ratio for
the Project to 2.50 spaces per 1,000 square feet, and (iii) allow for temporary off -site parking at 213 East
Grand Avenue during construction of the Phase 3 building, the Phase 4 building, and the garage, and (iv)
and other modifications; and
WHEREAS, On August 24, 2016, the City Council adopted Ordinance No. 1523 -2016 approving an
additional amendment to the Development Agreement to extend the duration of the term from ten (10) to
twelve (12) years, changing the expiration date from August 25, 2016 to August 25, 2018 ( "Second
Amendment "); and
WHEREAS, on April 3, 2017, Applicant submitted an application requesting an increase in floor area
ratio
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File Number: 17 -1044 Enactment Number: ORD 1543 -2017
(FAR) from 0.75 to 0.85 by increasing the size of the fourth (4th) building by 69,059 square feet and the
height from four (4) to six (6) stories, and requesting a parking reduction to a ratio of 2.17 parking
spaces/ 1,000 square feet at 249 -279 East Grand Avenue for the Project in the Business Technology Park
(BTP) Zoning District, which requires approval of a third amendment to the Development Agreement
( "Third Amendment "), use permit modification, transportation demand management (TDM) plan, and
design review ( "Revised Project'); and
WHEREAS, environmental analysis for the Revised Project was conducted, which concluded that the
environmental effects associated with construction and operation of the Revised Project are fully within
the scope of the environmental analysis conducted in the 2005 EIR, such that the Revised Project does
not meet the criteria under California Environmental Quality Act (CEQA) Guidelines sections 15164 or
15162 justifying preparation of a subsequent EIR and thus, an addendum is the appropriate
environmental document for the Revised Project; and
WHEREAS, pursuant to CEQA Guidelines section 15164, an addendum to the 2005 EIR was prepared
for the Project ( "2017 Addendum ") and approved by a separate resolution of the City Council; and
WHEREAS, the Design Review Board reviewed the Revised Project at its April 18, 2017 meeting, and
recommended approval of the Revised Project; and
WHEREAS, on August 17, 2017, the Planning Commission for the City of South San Francisco held a
lawfully noticed public hearing to consider the Third Amendment and recommended that the City
Council adopt an ordinance approving the Third Amendment ( "Ordinance "); and
WHEREAS, on October 11, 2017, the City Council for the City of South San Francisco held a lawfully
noticed public hearing to consider the Third Amendment.
NOW, THEREFORE, BE IT ORDAINED that based on the entirety of the record before it, as described
below, the City Council of the City of South San Francisco does hereby ordain as follows:
SECTION I. FINDINGS
General FindinEs
The foregoing recitals are true and correct and made a part of this ordinance.
The record for these proceedings, and upon which this ordinance is based, includes without limitation,
federal and state law; the California Environmental Quality Act, Public Resources Code § 21000, et seq.
(CEQA) and the CEQA Guidelines, 14 California Code of Regulations § 15000, et
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File Number: 17 -1044 Enactment Number: ORD 1543 -2017
; the South San Francisco General Plan and General Plan Environmental Impact Report (EIR); the South
San Francisco Municipal Code; the Project applications; the EIR, including the Draft and Final EIR,
mitigation monitoring and reporting program (MMRP) and statement of overriding considerations
(SOC) prepared and certified for the 249 -279 East Grand Avenue Project and all appendices thereto; the
2017 EIR Addendum; all site plans, all associated documents, and all reports, minutes, and public
testimony submitted as part of the Planning Commission's duly noticed August 17, 2017 meeting; and all
reports, minutes, and public testimony submitted as part of the City Council's duly noticed October 11,
2017 meeting, and any other evidence (within the meaning of Public Resources Code §21080(e) and
§21082.2).
The modifications to the Development Agreement as proposed in the Third Amendment will not create
any new significant impacts or substantially more severe impacts as compared to those already identified
and analyzed in the 2005 EIR. Further, the City Council finds that there is no new information of
substantial importance that demonstrates new or substantially more severe significant effects, as
compared to those identified in the prior CEQA documents. Nor are any new or additional mitigation
measures required to mitigate any impacts of the Revised Project.
Accordingly, the City Council finds that under CEQA Guidelines section 15162, the Revised Project
does not require any further CEQA review, and the 2017 Addendum, prepared pursuant to CEQA
Guidelines section 15164, is the appropriate environmental document for approval of the Revised
Project.
The proposed Third Amendment to the Development Agreement, attached hereto as Exhibit A, is
incorporated by reference and made a part of this Ordinance, as if it were set forth fully herein.
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 Planning Manager, Sailesh Mehra.
Development Agreement
The Owner and City have negotiated a Third Amendment to the Development Agreement pursuant to
Government Code section 65864 et seq and South San Francisco Municipal Code Chapter 19.60. The
Third Amendment, as proposed, is consistent with the objectives, policies, general land uses and
programs specified in the South San Francisco General Plan and any applicable specific plan because the
Revised Project will facilitate the development of the type of project that the General Plan contemplates
in the Revised Project site area.
The Development Agreement, as proposed for amendment, complies with all applicable zoning,
subdivision and building regulations and with the General Plan and any applicable specific plan
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File Number. 17 -1044
Enactment Number. ORD 1543 -2017
fuse under the Third Amendment, the Revised Project remains compatible with the uses authorized in,
and the regulations prescribed for the land use district in which the real property is located. The site plan
modifications under the Third Amendment do not in any way alter the fact that the site of the Revised
Project is physically suitable for the type and intensity of the land use being proposed. The site plan
modifications to the Development Agreement pursuant to the Third Amendment will facilitate the type
of development that the General Plan contemplates in the Revised Project site area. Furthermore, the
suitability of the site for the type of development authorized in the Third Amendment to Development
Agreement was analyzed thoroughly in the original Project approvals and environmental documentation
prepared for the original Project and the Revised Project.
The Third Amendment does not alter the provisions of the Development Agreement and subsequent
Amendments that contain the previously approved duration of the Development Agreement of twelve
years, the previously- approved permitted uses of the property nor the previously specified provisions for
reservation or dedication of land for public purposes.
The Third Amendment to the Development Agreement states that the Project to be developed on the
Property pursuant to the Development Agreement shall consist of (i) four (4) office/ R &D buildings
containing approximately 584,084 square feet, which amounts to an FAR of .85 (ii) a four (4) level
parking garage that will accommodate seven hundred and twenty -five (725) parking spaces, (iii) surface
parking that will accommodate up to five hundred and forty-five (545) parking spaces (the total parking
spaces between the garage and the surface parking results in a parking ratio of 2.17 spaces per 1,000
square feet), and (iv) related improvements.
The Third Amendment to the Development Agreement states that the Project as revised will increase the
height of the fourth building from four (4) to six (6) stories.
SECTION II. DEVELOPMENT AGREEMENT.
The City Council hereby adopts an Ordinance amending the Development Agreement to increase the
size of the final building (Building 4) by 69,059 square feet, increase the number of stories from four (4)
to six (6), and reduce the parking ratio from 2.50 spaces/ 1,000 square feet to 2.17 spaces/ 1,000 square
feet at the site of the Revised Project, as shown in the Third Amendment attached hereto and
incorporated herein as Exhibit A. All other areas of the Development Agreement that are not amended by
this ordinance are not included in Exhibit A, and shall remain in full force and effect. The City Council
also hereby authorizes the City Manager to enter into and execute the Third Amendment on behalf of the
City Council in substantially the same form as attached hereto as Exhibit A; to make any revisions,
amendments, or modifications, subject to the approval of the City Attorney, deemed necessary to carry
out the intent of this ordinance and which do not materially alter or increase the City's obligations
thereunder.
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File Number: 17-1044 Enactment Number: ORD 1543-2017
SECTION III. 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 IV. 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 Councilmembers 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 11th day of
October,2017.
At a meeting of the City Council on 11/8/2017, a motion was made by Liza Normandy, seconded by
Richard Garbarino, that this Ordinance be adopted. The motion passed.
Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember
Matsumoto, Mayor Gupta, and Councilmember Addiego
Attest •■ / A a ag.
sta7IPPF Ili
Pradeep Gupta, Mayor
City of South San Francisco Page 5
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RECORDING REQUESTED BY:
City of South San Francisco
Office of the City Clerk
WHEN RECORDED MAIL TO:
City Clerk Department
City of South San Francisco
PO Box 711 South San Francisco, CA 94083
APN: 015-050-440, 015-050-450
__________________________________________________________________________
(Space Above This Line For Recorder’s Use Only)
THIRD AMENDMENT
TO DEVELOPMENT AGREEMENT
This Third Amendment to Development Agreement (“Third Amendment”) is entered into
by and between ARE-San Francisco No. 12, LLC (“ARE-SF 12”), ARE-San Francisco No.44, LLC
(“ARE-SF 44”), and ARE-San Francisco No.46, LLC (“ARE-SF 46”) (collectively known as
“Developer”) and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”),
dated for reference purposes the _____ day of ________________, 2017.
RECITALS
A. Pursuant to the adoption of City Council Ordinance No. 1372-2006 (“DA Ordinance”),
the City entered into a Development Agreement between City and ARE-SF 12 (“Original
Agreement”), recorded in the Official Records of the County of San Mateo as Instrument No. 2007-
018093 CONF on February 8, 2007, for the development of an Office/R&D project consisting of
534,000 gross square feet of office/R&D uses, 5,500 gross square feet of ancillary retail, and a 4-
story parking garage at 249 - 279 East Grand Avenue (“Project”). The Ordinance took effect on
August 25, 2006. The Original Agreement and all of its subsequent amendments shall be referred to
collectively herein as “Agreement.”
B. On June 22, 2012, ARE-SF 12 transferred to ARE-SF 44 all of ARE-SF 12’s right, title,
and interest in 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, interest, 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, as
further described in the First Amendment.
C. On May 16, 2013, ARE-SF 12 transferred to ARE-SF 46 all of ARE-SF 12’s right, title,
and interest in 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, interest, 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, as
further described in the First Amendment.
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D. On June 24, 2013, the City Council adopted Ordinance No. 1473-2013 approving an
amendment to the Original Agreement (“First Amendment”), recorded in the Official Records of
the County of San Mateo as Instrument No. 2013-152683 on November 1, 2013, in connection with
the Use Permit Modification to (i) amend the Original Plan Set, (ii) reduce the parking ratio for the
Project to 2.50 spaces per 1,000 square feet, and (iii) allow for temporary off-site parking at 213 East
Grand during construction of the Phase 3 building, the Phase 4 building, and the garage.
E. On August 24, 2016 the City Council adopted Ordinance No. 1523-2016 approving a
second amendment to the Agreement (“Second Amendment”), recorded in the Official Records of
the County of San Mateo as Instrument No. 2017-054775 on August 11, 2017, to extend the term of
the Agreement from ten (10) years to twelve (12) years.
F. The Developer has completed construction of three of the four entitled office /research
and development buildings (addressed 249 East Grand – 269 East Grand), and desires to construct
the last office /research and development building (279 East Grand) totaling approximately 202,260
square feet (208,206 gross square feet) at 279 East Grand Avenue and a four–level above-ground
parking garage.
G. On April 3, 2017, the Developer requested a third amendment to the Agreement (“Third
Amendment”) in connection with a proposed Use Permit Modification (“Second Use Permit
Modification”) to allow for an increase in FAR for the Project from 0.75 to 0.85 by increasing the
size of the Phase 4 building, 279 East Grand, by 69,059 square feet (70,270 gross square feet) and
the height from four (4) to six (6) stories, a parking reduction through an advanced Transportation
Demand Management Plan, and other minor modifications to the Plan Set (“Project Changes”). The
Project Changes are reflected in an amended plan set (“Amended Plan Set”) prepared by DGA and
dated July 2017 and attached hereto as Exhibit B.
H. On August 17, 2017, the Planning Commission adopted Resolution No. 2806-2017
recommending that the City Council (1) adopt an ordinance approving the Third Amendment to the
Original Agreement , and (2) adopt a resolution approving the Second Use Permit Modification, a
parking reduction request, a Transportation Demand Management plan, and design review to allow
for the Project Changes (the “Revised Entitlements”).
I. On October ----, 2017, the City Council adopted Resolution No._______ approving the
Revised Entitlements.
J. On October ----, 2017, the City Council considered the proposed Third Amendment and
adopted Ordinance No. ________ approving the Third Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties
herein contained, the City and Developer agree as follows:
AMENDMENT TO AGREEMENT
1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein.
2. Effective Date of Third Amendment. Pursuant to Section 19.60.140 of the South San
Francisco Municipal Code, this Third Amendment shall be effective from and after the date
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that the ordinance approving this Third Amendment takes effect (“Third Amendment
Effective Date”).
3. Defined Terms. As of the Third Amendment Effective Date, (i) the term “Agreement”,
as used in the Original Agreement and/or this Third Amendment, shall mean the Original
Agreement, as amended by the First Amendment, the Second Amendment, and this Third
Amendment, (ii) the term “Use Permit”, as used in the Original Agreement and/ or this
Third Amendment , shall mean the Original Use Permit, as amended by the Use Permit
Modification, and as subsequently amended by the Second Use Permit Modification, and
(iii) the term “Plan Set”, as used in the Original Agreement and/or this Third Amendment
shall mean the Original Plan Set, as amended by the Supplemental Plan Set, as subsequently
amended by the Amended Plan Set. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Agreement.
4. Modification of Project Description and Selected Standards For Project.
In accordance with the Second Use Permit Modification and the Amended Plan Set :
a) The first paragraph of Section 3 of the Agreement shall be amended so that the
Project shall consist of four (4) 3- to 6-story office /research and development
buildings totaling approximately 584,084 square feet (610,270 gross square feet), a
4–level above - ground parking garage, and related improvements, as provided in
the Plan Set, as amended by the Supplemental Plan Set and Amended Plan Set, as
approved by the City Council.
b) The required parking ratio for all uses in the Project shall be 2.17 parking spaces per
1, 000 square feet of floor area (2.06 spaces/1,000 gross square feet); provided,
however, that Owner may elect, in its sole discretion, to increase the required
parking ratio up to, but not more than, 2.50 parking spaces per 1,000 square feet, by
(i) giving the City written notice of such election at least sixty (60) days before the
increase in the parking ratio is to become effective and (ii) by submitting evidence
satisfactory to the City that such increase is consistent with the Transportation
Demand Management (TDM) plan.
c) During construction of the Phase 4 building, construction of the Garage, and
construction of the remainder of the Project, Developer shall provide valet parking
for the Phase 1, 2, and 3 buildings to the extent reasonably necessary to compensate
for any parking deficiency caused by such construction. The requirements of the
foregoing sentence shall supersede Section 3(c)(2) of the First Amendment.
5. Vesting of Approvals. Upon the City’s approval of each of the Revised Entitlements and
this Third Amendment, such approvals shall vest in Owner and its successors and assigns
as provided in Section 5 of the Original Agreement.
6. Section 12. Section 12 of the Agreement is hereby amended to add new Section 12(e) as
follows:
(e) Fire & Life Safety Contribution. Owner shall contribute a one-time Fire &
Life Safety contribution to the City in the amount of five dollars ($5.00) per sq. ft.
for the increase in building size of 69,059 sq. ft. as authorized by the Second Use
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Permit Modification, for a total amount of Three Hundred Forty Five Thousand and
Two Hundred and Ninety Five dollars ($345,295), to be paid prior to issuance of the
Certificate of Occupancy for the Phase 4 building .
7. Section 9. Section 9 of the Agreement is hereby amended to read as follows with additions
in double underline and deletions in strikethough:
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
Exhibit F-1 – Amended Plan Set (dated July 2017)
8. Exhibits. The Agreement is hereby amended to add the Amended Plan Set, which is
attached hereto as Exhibit B and shall be known as Exhibit F-1 to the Agreement.
9. Effect of Third Amendment. Except as expressly modified by this Third Amendment,
the Agreement shall continue in full force and effect according to its terms, and Developer
and City hereby ratify and affirm all their respective rights and obligations under the
Agreement, including but not limited to Developer’s indemnification obligations as set
forth in Section 13 of the Original Agreement. In the event of any conflict between this
Third Amendment or the Original Agreement, as amended by the First Amendment and/or
the Second Amendment, the provisions of this Third Amendment shall govern.
10. Binding Agreement. This Third Amendment shall be binding upon and inure to the
benefit of the heirs, administrators, executors, successors in interest, and assigns of each of
the parties hereto. Any reference in this Third Amendment to a specifically named party
shall be deemed to apply to any successor, administrator, executor, or assign of such party
who has acquired an interest in compliance with the terms of this Third Amendment or
under law.
11. Recordation. The City shall record a copy of this Third Amendment within ten (10) days
following execution by all parties.
12. Counterparts. This Third Amendment may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, when taken together, shall constitute
the same document.
13. California Law. This Third Amendment shall be governed by and interpreted in
accordance with the laws of the State of California.
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14. Invalidity. Any provision of this Third Amendment that is determined by a court of
competent jurisdiction to be invalid or unenforceable shall be deemed severed from this
Third Amendment, and the remaining provisions shall remain in full force and effect as if
the invalid or unenforceable provision had not been a part hereof
15. Headings. The headings used in this Third Amendment are for convenience only and
shall be disregarded in interpreting the substantive provisions of this Third Amendment.
IN WITNESS WHEREOF, this Third Amendment has been entered into by and between
Developer and City as of the date and year first above written.
[SIGNATURES ON THE FOLLOWING PAGE]
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CITY OF SOUTH SAN FRANCISCO
By: By:
Name: Name:
Title: Title:
Date: Date:
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: _____________________________________________________________
Date: _____________________________________________________________
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: ARE-QRS CORP.,
a Maryland corporation, General Partner
By: ______________________________________________________________
Name: ____________________________________________________________
Title: _____________________________________________________________
Date: _____________________________________________________________
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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: _____________________________________________________________
Date: _____________________________________________________________
APPROVED AS TO FORM:
By: ___________________
Jason Rosenberg,
City Attorney
ATTEST:
By: ____________________
Krista J. Martinelli, City Clerk
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EXHIBIT A
Legal Description
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Exhibit B
Amended Plan Set
2871419.1