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HomeMy WebLinkAboutPC Meeting 11-20-14 (Reso 2751-2014) - Exhibit A First Amendment to HCP Development AgreementBN 17276076v6 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT This First Amendment to the Development Agreement (“First Amendment”) is entered into by and between HCP OYSTER POINT III, LLC (“Developer”) and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”) on this _____ day of _________________, 2014. RECITALS A. On February 26, 2014, the City Council adopted Ordinance No. 1483-2014 (“Ordinance”) concerning a Development Agreement between City and Developer (“Development Agreement”). The executed Development Agreement was recorded on June, 6, 2014 (Doc. 2014-049290). B. The Planning Commission held a public hearing on ________________ and considered and recommended approval of the proposed First Amendment to the Development Agreement. The recommendation of the Planning Commission is based on its determinations as stated in Resolution No. _____;. C. On ______, the City Council held a public hearing on the proposed First Amendment to the Development Agreement and adopted Ordinance No. ______. 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. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed to them in the Development Agreement. 3. Article 1. The 12th term included in Article 1 Definitions of the Development Agreement shall be deleted as follows with deletions in strikethrough text: “Full Service Hotel” shall have that meaning set forth in Section 3.02(b)(ii) of this Agreement. 4. Section 3.02. Section 3.02 of the Development Agreement not including its subsections, is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: Section 3.02. The Project: The Project consists of development of the improvements, amenities, and facilities described below. The Project will include: (1) construction of seven buildings for a total of up to 884,344 square feet of research and development and office buildings, predicated upon Floor Area Ratio (“FAR”) calculation of 1.0 across Planning Areas 1a, 2 and 3 of the Bay West Cove Specific Plan; (2) approximately 20,000 square feet of commercial and restaurant development; (3) a full service hotel of 200 185 rooms and including a dine-in BN 17276076v6 restaurant built in a building of approximately between 110,000 and 145,000 square feet; and (4) an 8 to 9-floor parking structure and surface parking. 5. Section 3.02(b). Section 3.02(b) of the Development is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: (b) Hotel. (i) The Project includes an approximately a 110,000 to 145,000 square foot Full Service full service or upscale boutique-style, free standing hotel with 6 to 11- stories hotel with 200 and 185 rooms and a dine-in restaurant (“Hotel”) on a 2.21-acre portion of the 20.1 acre Project site identified as Planning Area 1b (“Hotel Site”). (ii) Full Service The Hotel is defined as: is a hotel with a distinguished design and enhanced physical attributes that provides a full range of guest services, facilities and amenities for lodging purposes. The Full Service Hotel shall offer an all- purpose a dine-in restaurant and bar which serves breakfast, and at a minimum light dinner/small plates. Additional amenities of a Full Service the Hotel shall include approximately 8,000 4,000 square feet of meeting space, a business center, fitness room, swimming pool, and whirlpool, wireless internet access, telecommunication, fax and copy services similar to other full service boutique style or upscale quality hotels, transportation assistance, conference rooms, concierge service, and bell-hop service available upon request, and room service. Accommodations shall also include traditional décor with spacious work desks, and signature bedding such as pillow-top mattresses. (These hotels are usually near corporate complexes, convention centers and airports. By way of illustration, Sheraton by Starwood, Wyndham by Wyndham, Le Meridien by Starwood, AC Hotels by Marriot, Renaissance by Marriot, and InterContinental by IHG include these services.) 6. Section 8.02. Section 8.02 of the Development Agreement is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: Section 8.02. Permitted Uses Vested by This Agreement. The permitted uses of the Project Site; the density and intensity of use of the Project Site; the maximum height, bulk and size of the proposed buildings; provisions for reservation or dedication of land for public purposes and the location of public improvements; the general location of public utilities; and other terms and conditions of development applicable to the Project, shall be as set forth in the Project Approvals and the Subsequent Approvals. Permitted uses of the Project Site shall include, without limitation, research and development, office, hotel, business services, and employee-serving amenities such as personal service establishments, and eating and drinking establishments. 7. Section 8.03. Section 8.03 of the Development Agreement is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: BN 17276076v6 Section 8.03. Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the Project (the “Applicable Law”) shall be those set forth in this Agreement, the First Amendment and the Project Approvals and Subsequent Approvals, and with respect to matters not addressed by this Agreement as amended or the Project Approvals or Subsequent Approvals, those rules, regulations, official policies, standards and specifications (including the General Plan and City ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, and heights, and the fees, assessments, exactions, and taxes in force and effect on the Effective Dates of this Agreement, or as specified in Exhibits E and illustrated in E-1.. 8. Section 8.08. Section 8.08 of the Development Agreement is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: Section 8.08. Life of Project Approvals. The term of any approval, permit, or other land use entitlement approved as a Project Approval or Subsequent Approval shall automatically be extended for the longer of the duration of the Agreement (including any extensions) or the term otherwise applicable to such Project Approval or Subsequent Approval if the Agreement is no longer in effect. 9. Effect of this First Amendment. Except as expressly modified by this First Amendment, the Development 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 Development Agreement, including but not limited to Developer’s indemnification obligations as set forth in Section 13.10 of the Development Agreement. In the event of any conflict between this First Amendment and the Development Agreement, the provisions of this First Amendment shall govern. 10. Binding Agreement. This First 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 First 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 First Amendment or under law. 11. Recordation: The City shall record a copy of this First Amendment within ten (10) days following execution by all parties. 12. Counterparts. This First 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 First Amendment shall be governed by and interpreted in accordance with the laws of the State of California. 14. Invalidity. Any provision of this First Amendment that is determined by a court of competent jurisdiction to be invalid or unenforceable shall be deemed severed from this BN 17276076v6 First 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 First Amendment are for convenience only and shall be disregarded in interpreting the substantive provisions of this First Amendment. IN WITNESS WHEREOF, this First Amendment has been entered into by and between Developer and City as of the date and year first above written. HCP OYSTER POINT III LLC CITY OF SOUTH SAN FRANCISCO By: _____________________ By: ___________________ Name: __________________ Title: ____________________ Date: ___________________ Date: _________________ APPROVED AS TO FORM: By: ___________________ Steven T. Mattas City Attorney ATTEST: By: ____________________ Krista J. Martinelli, City Clerk 2351489.1