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HomeMy WebLinkAboutPC Meeting 06-20-13 (Reso 2734-2013) - 249 E Grand 1 RESOLUTION NO. 2734-2013 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION MAKING FINDINGS AND CONDITIONALLY APPROVING USE PERMIT MODIFICATION AND A MODIFICATION OF THE ASSOCIATED DEVELOPMENT AGREEMENT TO ALLOW A PARKING SPACE REDUCTION RESULTING IN A RATIO OF 2.50 PARKING SPACES PER 1,000 SQUARE FEET, MINOR BUILDING ADJUSTMENTS AND TEMPORARY OFF-SITE PARKING AT 213 EAST GRAND AVENUE DURING PHASE IV OF CONSTRUCTION FOR THE PREVIOUSLY ENTITLED 249 EAST GRAND AVENUE OFFICE/R&D PROJECT, AT 249 -289 EAST GRAND AVENUE IN THE BUSINESS TECHNOLOGY PARK (BTP) ZONING DISTRICT; AND RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE APPROVING THE FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR 249 EAST GRAND AVENUE WHEREAS, Alexandria Real Estate Equities (ARE) (“Owner” or “Applicant”) submitted an application requesting approval of a Use Permit Modification and a Modification of the associated Development Agreement to allow a parking space reduction resulting in a ratio of 2.50 Parking Spaces per 1,000 square feet, minor building adjustments and temporary off-site parking at 213 East Grand Avenue during Phase IV of construction for the previously entitled 249 East Grand Avenue Office/R&D Project, at 249 -289 East Grand Avenue in the Business Technology Park (BTP) Zoning District; and WHEREAS, the City Council certified an Environmental Impact Report (EIR) on July 12, 2006 in accordance with the provision of the California Environmental Quality Act (Public Resources Code, §§ 21000, et seq., “CEQA”) and CEQA Guidelines, which analyzed the potential environmental impacts of the Project; and, NOW, THEREFORE, BE IT RESOLVED 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 EIR, including the Draft and Final EIR prepared and certified for 249 East Grand Avenue Project and appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed June 20, 2013 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the Planning Commission of the City of South San Francisco hereby finds as follows: 2 A. General Findings 1. The foregoing recitals are true and correct. 2. The Exhibits attached to this Resolution, including the Conditions of Project Approval (Exhibit A), the proposed First Amendment to the Development Agreement (Exhibit B) are each incorporated by reference as part of this Resolution, as if each were set forth fully herein. 3. 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. B. Use Permit Modifications 1. The proposed Use Permit modifications, including parking space reduction resulting in a ratio of 2.50 Parking Spaces per 1,000 square feet, minor building adjustments and temporary off-site parking at 213 East Grand Avenue, are compatible with the intent and purpose of the BTP zoning district because the Project continues to promote campus-style uses, such as biotechnology, high-technology and research and development uses. With the exception of parking, the proposed Project modifications meet or exceed the minimum standards and requirements of the City’s Zoning Ordinance which designates the site BTP, Business Technology Park. 2. The proposed Project, as modified, is consistent with the General Plan and the “East of 101” Planning Sub-Area as defined by the City of South San Francisco’s General Plan. The General Plan Land Use Element designates the property Business and Technology Park. Office/R&D use is specifically identified as an appropriate use under this designation. Additionally, the category provides for a floor area ratio (FAR) of .50, with permissible increases to a maximum FAR of 1.0 based on implementation of a Transportation Demand Management (TDM) program as outlined in the City’s TDM Ordinance. The proposed FAR of .79 requires that the applicant prepare, implement and maintain a TDM Plan designed to achieve a 32% shift to alternative modes of travel other than single occupant vehicles. Guiding Policy 3.5-G-3 also specifically supports the Project – to promote campus-style biotechnology, high-technology, and research and development uses in the East of 101 Area. The Project provides on-site amenities, such as a fitness center and a cafeteria, which is consistent with the General Plan policies for the East of 101 Area. 3. The proposed Project modifications will not be adverse to the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements. The proposed phasing would continue to provide the required parking necessary for the existing uses on-site. While some of the spaces will be provided off-site, the spaces will be in close proximity to the subject property and pedestrian safety design elements will be installed to protect employees parking off-site at 213 East Grand, and to clearly delineate pedestrian crossings for drivers. 3 4. The proposed Project modifications comply with the design and development standards applicable to the BTP zone district and the East of 101 Area Plan in that the Project is a campus-style development that provides on-site amenities, such as a fitness center and a cafeteria, which are consistent with the General Plan policies for the East of 101 Area. The overall site design is not being altered with the proposed modifications. 5. The proposed Use Permit modifications and associated Development Agreement modifications will not impact the design, location, size and operation characteristics of the originally approved Project. The Project is a campus-style R&D development that is consistent with the intent of the East of 101 Area Plan and will continue to be compatible with the existing and reasonably foreseeable future land uses in the vicinity. While the proposed phasing and parking plan modifications alter the operational characteristics of the originally approved Project, the off-site parking is in close proximity to the subject Property and will not be disruptive to other land uses in the vicinity. 6. The 15.75 acres site is physically suitable for the type and intensity of the R&D land use that currently occupies the site. The General Plan specifically contemplates the proposed type of Project and the suitability of the site for development was analyzed thoroughly in the environmental document prepared for the project. The proposed Project modifications will have no impact on these features. 7. An Environmental Impact Report was prepared for the Project in accordance with the provisions of CEQA. Mitigation measures have been incorporated into the Project which reduce all but three identified impacts to a less than significant level. The City Council certified the EIR (State Clearinghouse number 2005-042121) on July 12, 2006. The EIR included a Mitigation Monitoring and Reporting Program along with a Statement of Overriding Consideration. The modifications to the parking during the Project phasing have been analyzed and have been determined to be minor and temporary with no substantive changes that would result in any additional environmental impacts. Therefore, no further CEQA action is required. C. Use Permit – Off-Site Parking 1. The proposed off-site parking during Phase IV will be within 400 feet of the subject property, at 213 East Grand, which is located one property (approximately 300’-350’) west of the development property, within easy walking distance, and is also owned by the applicant. Access between the subject property and 213 East Grand will be provided along a paved handicap accessible walkway. 2. The First Amendment to the Development Agreement will meet the condition requiring a parking agreement as it covers the terms and provisions related to the proposed off- site parking at 213 East Grand Avenue. It has been approved by the City Attorney and will be recorded in the County Recorder’s Office. D. Development Agreement 1. The Owner and City have negotiated a First Amendment to the Development Agreement (“Development Agreement”) pursuant to Government Code section 65864 et seq. 4 The Development Agreement, attached hereto as Exhibit B, sets for the duration, property, project criteria, and other required information identified in Government Code section 65865.2. Based on the findings in support of the Project, the Planning Commission finds that the Development Agreement, vesting a project for a campus-style development of office and R&D buildings, is consistent with the consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan and any applicable zoning regulations. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for the land use district in which the real property is located. The subject site is physically suitable for the type and intensity of the land use being proposed. The General Plan specifically contemplates the proposed type of project and the suitability of the site for development was analyzed thoroughly in the environmental document prepared for the Project. 3. The Development Agreement is in conformity with public convenience, general welfare and good land use practice. 4. The Development Agreement will not be detrimental to the health, safety and general welfare. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property valued. NOW, THEREFORE, BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the Planning Commission of the City of South San Francisco hereby makes the findings contained in this Resolution, and conditionally approves the Use Permit Modifications (UPM13-0002) and Modifications to the associated Development Agreement (DAA13-0002) for the Project. BE IT FURTHER RESOLVED that the conditional approvals stated herein are conditioned upon the approval and execution of the First Amendment to the Development Agreement for the 249 East Grand Avenue Project. BE IT FURTHER RESOLVED that the Planning Commission of the City of South San Francisco hereby makes the findings contained in this Resolution, and recommends that the City Council adopt an ordinance approving the proposed First Amendment to the Development Agreement for the 249 East Grand Avenue Project, attached as Exhibit B. BE IT FURTHER RESOLVED that the Resolution shall become effective immediately upon its passage and adoption. * * * * * * * 5 I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 20th day of June, 2013 by the following vote: AYES: Chairperson Ochsenhirt, Commissioner Giusti, Commissioner Khalfin, Commissioner Sim, Commissioner Wong and Commissioner Zemke NOES: ABSTENTIONS: ABSENT: Vice Chairperson Martin Attest:/s/Susy Kalkin Susy Kalkin Secretary to the Planning Commission 6 EXHIBIT A PROPOSED CONDITIONS OF APPROVAL 249 East Grand Avenue Project Use Permit Modifications and Modifications to the Associated Development Agreement P05-0019, UPM13-0002 & DAA13-0002 (As recommended by City Staff on June 20, 2013) A. Planning Division requirements shall be as follow: The Project shall be constructed substantially as indicated on the attached 249 East Grand Plans, as prepared by DGA planning, architecture, interiors; the EIR, including the Draft and Final EIR certified for the 249 East Grand Avenue Project and appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed June 20, 2013, meetings; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), except as otherwise modified by the following conditions: 1. The applicant shall comply with all previous Conditions of Approval included in the July 12, 2006 City Council approval of UP05-0005, DR05-0043, SIGNS06-0008, PM05- 0002, PUD05-0001 and TDM05-0001 for the construction of the 249 East Grand Avenue site. 2. The applicant shall comply with all applicable mitigation measures identified in the 249 East Grand Avenue Project EIR and the Mitigation Monitoring and Reporting Program (MMRP). 3. The parking ratio for the 249 East Grand Avenue project shall be 2.5 parking spaces 1,000 square feet. However, if the applicant wishes to increase the required parking ratio up to, but not more than, 2.83 parking spaces per 1,000 square feet the applicant shall provide written notice to the City at least sixty (60) days before the increase in the required parking ratio is to become effective; simultaneously the applicant shall also submit 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. 4. Prior to approval of the first building and/demolition permit for off-site parking at 213 East Grand Avenue, the applicant shall submit plans that detail the parking plan, landscaping, and both vehicular and pedestrian circulation paths for approval by the City Chief Planner. 5. The applicant shall not sell or otherwise transfer their interest in the parcel at 213 East Grand Avenue during the temporary use of the site for required parking for the 249-289 East Grand Avenue site. 7 6. Upon completion of Phase IV and the new permanent parking at 249-289 East Grand Avenue, which includes all four (4) of the approved buildings and the parking garage, the applicant shall abandon the temporary parking use at 213 East Grand Avenue. 7. The applicant shall comply with all standard conditions as outlined in the “Standard Conditions and Limitations for Commercial Industrial, Mixed-Use and Multi-Family Residential Projects”, dated February 2013. Accordingly, minor changes or deviations from the approved plans may be approved by the Chief Planner; significant changes shall require approval of the Planning Commission. 8. All of the above entitlements shall not become effective until after the Ordinance approving the requested modifications to the Development Agreement becomes effective. (Planning Division contact: Catherine Barber (650) 877-8535) B. Engineering Division requirements shall be as follow: 1. The applicant shall restripe all crosswalks and survey all sidewalks for any tripping hazards from the off-site parking area at 213 East Grand to 249-289 East Grand. (Engineering Division contact: Sam Bautista, Principal Engineer (650) 829-6652) 8 Exhibit B First Amendment to the Development Agreement Page 9 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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". R E C I T A L S 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, Page 10 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 (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 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 Page 11 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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. A G R E E M E N T 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: Page 12 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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) (e.g., the rights and obligations set forth in Sections 3(b) and 3(c) 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 Page 13 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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. Page 14 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 took 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 Allerton 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 "Bayside Agreement") 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 Page 15 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 12(b)2. 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 location 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 Page 16 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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)1.(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 Page 17 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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(b)2.(B). 3. Assessment District. If at any time the City decides to form 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 full 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(a), 34(b), 34(c), 34(d), and 34(e) 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 Page 18 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Page 19 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 IN WITNESS WHEREOF, the City has executed this First Amendment on the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: ______________________________________ _______________, City Manager ATTEST: _________________________ City Clerk APPROVED AS TO FORM ___________________________ _______________, City Attorney Page 20 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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: ARE-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: _______________________________ Page 21 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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] Page 22 of 14 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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] Page 1 of 1 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 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. 015-050-440, 015-050-450 Page 1 of 1 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 Page 1 of 1 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 Page 1 of 1 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 Page 1 of 1 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 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 may be appurtenant to such real property] Page 1 of 1 249 E. Grand Ave.-1st Amend. To Dev. Agt._______________, 2013 EXHIBIT F USE PERMIT MODIFICATION / SUPPLEMENTAL PLAN SET / CONDITIONS OF APPROVAL [ See Following Pages ]