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HomeMy WebLinkAboutOrd. 1438-2011ORDINANCE NO. 1438 -2011 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH OYSTER POINT VENTURES, LLC FOR THE PUBLIC - PRIVATE REDEVELOPMENT OF AN OFFICE /RESEARCH & DEVELOPMENT CAMPUS AND SUBSTANTIAL PUBLIC AMENITIES AT THE OYSTER POINT BUSINESS PARK AND OYSTER POINT MARINA PROPERTY WHEREAS, Oyster Point Ventures, LLC ( "OPV "), a joint venture between Shorenstein Properties and SKS Investments LLC, owns property commonly known as the Oyster Point Business Park, and located at the terminus of Oyster Point Boulevard; and the City of South San Francisco ( "City ") owns property commonly known as the Oyster Point Marina Property, adjacent to the Oyster Point Business Park; and WHEREAS, OPV and the City (collectively, "the Parties ") desire to redevelop the Oyster Point Business Park and the Oyster Point Marina Property (collectively, "Project Site ") with an office /R &D life sciences campus, commercial, hotel, recreational, and public open space uses; and WHEREAS, to this end, OPV has submitted an application seeking approval of a General Plan Amendment, Zoning Text Amendment (to adopt the Oyster Point Specific Plan), Zoning Map Amendment (to rezone), a Phase 1 Precise Plan, Design Review, a Preliminary Transportation Demand Management ( "TDM ") Plan, a Development Agreement, and a Disposition and Development Agreement which would adopt the "Oyster Point Specific Plan" and collectively authorize the phased removal and replacement of certain existing buildings on the Project Site, and phased construction of an office /R &D development at an FAR of 1.25 up to a total of 2,254,230 square feet on the western portion of the Project Site, including; a "Phase I" development consisting of grading and refuse relocation for the initial 508,000 square feet office/R &D in three buildings of up to ten stories and a parking structure, and public amenities including creation of waterfront open space, a promenade along the realigned Oyster Point and Marina Boulevards, construction of a flexible -use recreation area, grading and site preparation of the future hotel parcel, as well as realignment, reconfiguration, replacement, and improvement to existing roadways and infrastructure to facilitate the development, subject to the terms of the Project entitlements including the proposed Development Agreement ( "Project "); and, WHEREAS, OPV has requested approval of a Development Agreement which would clarify and obligate several project features and mitigation measures including payment of fees for traffic impacts, childcare impacts, public art, and other infrastructure improvements, payment of certain future fees, including a Parks and Recreation Fee and Fire Department Fee should the City adopt such fees before December 31, 2012, as well as a $1.1 million cash payment; and WHEREAS, in accordance with the California Environmental Quality Act (Pub. Resources Code, §§ 21000 et seq. [ "CEQA "]), the City has prepared and certified an Environmental Impact Report ( "EIR "), which evaluates the significant and potentially significant impacts of the Project, the growth inducing impacts of the Project, the cumulative impacts of the Project, and alternatives to the proposed Project; and, WHEREAS, for impacts identified in the EIR as significant and unavoidable, a Statement of Overriding Considerations has been prepared and adopted, concluding that the benefits of the Project outweigh the significant unavoidable effects; and, WHEREAS, the Director of Economic and Community Development reviewed the application for the Agreement and found the proposed Agreement to be in the proper form, determined that the application was complete, and referred the application and Agreement to the Planning Commission for a public hearing; and, WHEREAS, following a properly noticed public hearing held on March 14, 2011, the Planning Commission recommended by resolution that the City Council certify the EIR and approve the Agreement; and, WHEREAS, on March 16, 2011, the City Council and Redevelopment Agency conducted a properly noticed j oint public hearing to consider certification of the EIR and approval of the Project, including the proposed Agreement for the Project. NOW THEREFORE, the City Council of the City of South San Francisco does hereby ORDAIN as follows: SECTION 1 FINDINGS. Based on the entirety of the record before it, which includes without limitation, 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 General Plan Update and General Plan Update EIR; the Redevelopment Plan for the Downtown/Central Redevelopment Project Area and the related EIR; the South San Francisco Municipal Code; the Project applications; the Oyster Point Specific Plan and Phase I Precise Plan, as prepared by Perkins + Will, dated February 23, 2011; the Oyster Point Specific Plan Appendix & Design Guidelines, prepared by Perkins + Will, dated February 23, 2011; the Preliminary Transportation Demand Management Plan, as prepared by HDR, dated February 23, 2011; the Oyster Point Specific Plan and Phase I Proj ect EIR, including the Draft and Final EIR and all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed meetings on February 3, 2011, February 17, 2011, March 3, 2011, and March 14, 2011; all site plans, minutes, reports, and public testimony submitted as part of the City Council and Redevelopment Agency's duly noticed, joint meeting of March 16, 2011; all site plans, minutes, reports, and public testimony submitted as part of the City Council's duly noticed meeting of March 23, 2011; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2) ( "Record "), the City of South San Francisco City Council hereby finds as follows: The foregoing Recitals are true and correct and made a part of this Ordinance. 2. The proposed Development Agreement (attached as Exhibit A), is incorporated by reference and made a part of this Ordinance, as if 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. 4. The proposed Development Agreement for the Project is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as amended and adopted. Consistent with General Plan polices designed to encourage the development of high technology campuses in the East of 101 Area, allow for employee - serving services, preparation of a Traffic Demand Management plan to reduce congestion impacts, the Oyster Point Specific Plan and Phase I Project provides for the phased removal and replacement of existing buildings on the Project Site and phased construction of an office /R &D development at an FAR of 1.25 on the western portion of the Project Site, including a "Phase I" development consisting of grading and refuse relocation for the initial three buildings and a parking structure, as well as employee- serving amenities pursuant to a preliminary Transportation Demand Management Plan, and additional public amenities including creation of waterfront open space, a promenade along the realigned Oyster Point and Marina Boulevards, construction of a flexible -use recreation area, grading and site preparation of the future hotel parcel, as well as realignment, reconfiguration, replacement, and improvement to existing roadways and infrastructure to facilitate the development, subject to the terms of the Project entitlements including the proposed Development Agreement. Approval of the Project, including the proposed Development Agreement, will not impede achievement of General Plan policies. 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 Record. 5. The City Council has independently reviewed the proposed Development Agreement, the General Plan, the South San Francisco Municipal Code, and applicable state and federal law, including California Government Code section 65864, et seq., and has determined that the proposed Development Agreement for the Project complies with all applicable zoning, subdivision, and building regulations and with the General Plan (as proposed for amendment pursuant to the Project), and the Redevelopment Plan for the Downtown/Central Redevelopment Project Area. The Oyster Point Specific Plan and Phase I Project and the related Development Agreement further a number of policies articulated in these plans by facilitating the long -term phased development of a high - technology, campus -like development, that will strengthen the City's economic and employment base. The development contemplated in the Project and Development Agreement is consistent with the Zoning and Specific Plan standards, as proposed for amendment. 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. 6. The proposed Development Agreement for the Project states its specific duration. 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 Article 2 of the Agreement states that the Agreement shall expire twenty years from the effective date of the Agreement. 7. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto, as reflected in the proposed Project (P09- 0085), Environmental Impact Report (EIR09- 0001), General Plan Amendment (GPA1 1 -0001), Zoning Text Amendment (ZAII- 0001), Zoning Map Amendment (RZ111- 0001), Precise Plan (PP11- 0001), Transportation Demand Management Plan, (TDM11- 0001),and Development Agreement (DAIl- 0001). 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 Recital F and Article 3 of the Agreement set forth the Project Approvals, development standards, and the documents constituting the Project. S. 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 Recital F and Article 3 of the Agreement sets forth the documents which state the maxinnum permitted height and size of buildings. SECTION 2 APPROVAL OF DEVELOPMENT AGREEMENT. 1. The City Council of the City of South San Francisco hereby approves the proposed Development Agreement with Oyster Point Ventures, LLC, attached hereto as Exhibit A and incorporated herein by reference. 2. The City Council further authorizes the City Manager to execute 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. 3. The City Council further authorizes the City Manager to execute such other instruments and to take such other actions as necessary to carry out the intent of this Ordinance. 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 days from and after its adoption. Introduced at a special meeting of the City Council of the City of South San Francisco, held the 16th day of March, 2011. Adopted as an Ordinance of the City of South Francisco at a regular meeting of the City Council held the 23rd day of March, 2011 by the following vote: AYES: Councilmembers Mark Addiego, Pedro Gonzalez, and Karyl Matsumoto, Vice Mayor Richard Garbarino and Mayor Kevin Mullin NOES: None ABSTAIN: None ABSENT: None ATTEST: / y Cle As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this 23rd day of March, 2011. Kevin Mullin, Mayor EXHIBIT A Development Agreement I -4011,00a Morrison & Foerster, 425 Market Street San Francisco, California 94105-2,482 Attention: Z-ane 0. Gresham AP'Ns: 015�010-240, 015-010-630; and portions of0l 5-0 1 0-2610 0 15-010-270, 0 15-010-600, 0 15-1,90- 170 and 0 15-190-190 ,(Space Above ThisLine Reserved For Recorder's Used DEVELOPMENT AGREEMENT BY AND BETWEEN' CITY OF SOUTH SAN FRANCISCO, AND OYSTER POINT VENTURES,, LAC TAIS, DEVELOPMENT AGREEMENT (the "Agreement") is, entered, into as, of &%o March 23, 2011 by andbetween, the City of'South, San. Franciso I and Oyste P oint Ventures,, LLC ("Develolper"), Pursuant to Callfbmia Govemment Code Section 65864 et seq. I MR all 2. General Plan Amendment. Fol' Howing, review a n i I by the Planning Com n and after a duly; ot*oed public heaning and certification of' the EIR, the City Council, byRiesolution No., 47-2011, approve!d amendments to the South San Francisco General Plan (the "General Plan Amendment"). -oil 4,664 OVORMIR INMUR411 010M ''OH, IN lop HIIIIAM 11 MN161,4805.1 2 'The approvals and, development policies des,cn*bed in this Recital F are collectively referred to herein as the "ProJectAppIrovals." The City Councill after conducting a duly �noticed pub! 'c hearing, has found that this Agreement is consistent with the General Plan, and with the appl,icablei Specific Plan and has conducted all necessary pr oceedings in accordance with the City' rules and regulations, for the approval. of this Agreement. MN1614805.1 3 NOW, THEREFORE, in consideration of the premises, covenants, and provisions set f6rth herein, the receipt and adequacy ofwhich is hereby acknowledged, the parties, agree as follows: "Administrative Agreement Amendment" shall have that meaning set forth in 'Section 10.02(a) of'this Agreement. Administrative Project Amendment" shall have that meaning set forth in Section 10.01 (a) of this Agreement. "Agreement" shall mean this Development Agreement. "Appticable Law" shall have that meaning set forth in Section 8.03 of this Agreement,. "Business Park" shall have that meaning set, forth in Section 3.01 of this Agreement. "'City Law" shall have that meaning set forth in Section 9.01 ofd s Agreement. "Community Facilities District (CM)" shall have that meaning set forth in Section 6.06, of this Agreement. "Conveyed Property" shall have that meaning set forth in Section. 3.01 of this, Agreement. "Deficiencies" shall have that meaning set forth in Section 12.02(a) ofthis, Agreement. "Development Agreement Statute" shall have that meaning set forth in Recital A of this Agreement,. "Disposition and Development Agreement (DDA)" shall have that meaning set forth, in Recital F(4) of this Agreement. Effective Date shall have that meaning set forth in Section 2.01 of this Agreement. "Floor Area Ratio (FAR)" shall have that meaning set forthin Section 3.02 of this Agreement,. "Judgment" shall have thatmeaping set forth in Section 12.02(a) of this Agreement. MN1614805.1 4 "Project" shall. have that meaning set forth in Recital D of'this Agreement. "ProjectApprovals" shall have that meaning set forth in Recital F of this Agreement. "Project Site" shall have that meaning set forth in Recital C of this Agreement. "Subsequent Approvals" shall have that meaning set, forth in Section 3.04 of this Agreement,. I fl* "Ten-n" shall have that meaning set torth in Section 2.02 of this Agreement. "Transfer Agreement" shall have that meaning" set forth in'Section I 1.02(a) of this Agreement. "Transferee" shall have that meaning set forth in Section I LO I of this AgTeement. Ell Section 2.02,. Term. The to of this Agreement (the, "Term") shall commence upon the Effective Date and continue for a pen*od of twenty (20) years. Section 31. 01,. The Project Site. The Project Site comprises, (1), the area commonly known as, the Oyster Point, Business Park ("Business Park"'), and (2) certain property acquired from RDA, pursuant to the DDA (the "Conveyed Property"'). MN1 5.1 5 The Ptoject Site is,, desctibed more parti cular, ly in Exhibit,A and is, depicted 'in Exhibit, B. rw air ;pi (a) Phase IC Improvements,. The, "Phase IC Improvements,"' consist of: (1) Streets and utilities (Including grading, subgradle, base,, paving, curb and sidewalk, street lights, storm. water,, sanitary sewer, combined trench for gas electric, and telecom, impertneable utility tr ench at, sanitary landfill areas, and templorary streets and utilities) in the following locations: a. At the future street ""hub"' area b. Extending east from the hub across the Oyster Point Mating area g -in Re�pair of and/or upgrade to the clay cap covei the Oyster Point pa Landfill, on specified City-owned r,cels, it D Reconfiguration and reconstruction of existing parking areas at spelcied City awned parcels,- (I*v) Grading and construction of open space recreation areas on specille4a City-owned parcels; (v) Demolition and grading at the future "hotel site" on specified City- owned parcels; and (vi) Landscaping of the beach/park area on the Conveyed Property; MN1614805.1 6 Landscaping and other improvements, including construction of portions of Bay Trail, public r estrooms and palm promenade, on specified City-owned, parcels, (vill) Repair ofthe clay cap covering the Oyster Point, Landfill on specifie nd raisin ei I ;a (b)) Phasel ID Improvements. The "Phase M Improvements" consist of: (i) Repair, of the clay cap covering the Oyster Point, Landfill on the Conveyed Property; (ii) ,em ediation the area identified as "Sump I (iii) Installation of methane control and, monitoring systems on the Conveyed Pro lerty; p (c) Phases IID, and IVD Impro ernents. The "Phase 11D, 111% and, W Ili Imp.rovements" consist of: (i) Development of streets, and utilities (includinggrading, subgrade, base, paving, curb and sidewalk, street lights, stonn, water,, sanitary sewer, combined trench for gas, electric, and telecom, impermeable utility trench at sanitary landfill areas, and temporary streets and utfliftles) at the Business Park; (1`0 Relocation and expiansion of capacity of Sewer Pump Station at,383 Oyster Point Boiulevaxd- I (iii) Landscaping wi,thin the I 00-foot shoreline bandat the Business Park; and (1v) Development of buildings wilthin the Business, Park area and part of the Conveyed.Property sothat the FAR. across the entire Project Site will be 1.251 compnsing a totalof up to 2,,2541230 gross square feet of development. Section3.04. SubsequentApprovals.In additionto, the ProJect Approvals set forth in Recital F, certain other land, use approvals, entitlemen s and piermits, are necessary MN1,614805A 7 . . . .. ....................... . ............ . . .. . .. ..... ......... ....... .... ... - - (a) Developer shall pay those processi inspection plan 6hecking fiecs an charges required by the City for processing applications and requests for 4 Subsequent Approvals under the app'likable regulations, ;in, ef et, at the timle such applications and requests are submitted, to the City'. Section 4.03. MAigation Measures. Developer and City shall comply with the MMRP �pproved in coruiunction with the EIR for the Project, as it may be modified from, time to time in ft.e 4MIP or other law. Section 4.04. Additional Consideration. As consideration for its vested fights to devellop the Project in accordance with this Agreement and the separately MNI,614805.1 8 executed DDA between Developer and the RDAI Developer has committed to make paymentsto the RDA as follows,-. (a) At the time the City/RDA conveys, the Conveye '' 'rty from City/RDA to Developer, and upon satisfaction of all requirements pursuant to the DDS, for conveyance by City/RDA and payment by Developer, Developer will make a cash payment to RDA of two million two hundred fifty thousand dollars ($2,250,000). In the event that at the time paymentis due, the RDA is el-ther not in existence or prohibited, from collecting and utilizing past, current, or, future tax increment revenue for redevelopment purposes, payment under this subsectio�n (a) shall be made to the City. 9[11�11111[11 11' 101 ' IN M r, 10 WIR M, Section. 5.01. Ob.111 *ons, of City Gene r ., The parties, acknowledge and agree that Develo :er" s agreement to perform and abide by its covenants and obligations, set p forth In this Agreement, including Developer's decis,Ion to process, the siting of the Project in the City', is a material consideration for City"s, agreement to per, form, and abide by, the long teen covenants, and obligations of City, as set forth herein., .. . . .... ... . ... ......... 11 Section 5.04. Right to Rebuild. Developer may renovate or rebuild the.Prqj e ct or any W, . I part thereof within the Ten-n of the Agreement snould i't'becolme necessary due, to MN1614805A 9 Section o 1 .01. Process' A I * cat"ons for Subsequent Approvals. T e City will not use its discretionary authority in considering any application for a Subsequent w Approval, to change the policy decisions reflected by the Agreement or other i,se, to prevent or delay development of the Project. Secti,on 6.04. Review of' Subsequent Approvals. The City may deny an application for a Subsequent Approval only if such application does not comply with the 1 C"i Agreement or App1i,cable Law; (as ciennedbelow) or with any state or! federal law, set fo�rth in Section 91.,03., regulations, plains,, or policies as, Sec.: 6.05. OtberGovern meet Pen-nits. The City shall cooperate with Developer in its efforts to obtain, as may be required, pem-lits and approvals fro m other governmental or quasi-govem—mental entities and shall,, from time to time at the request, et per, use its best efforts to assist Developer and to ensure the timely, processing of such permits and approvals. MN'1614805-1 10 6 ec o. 06. Community.,..F.,aciles'Dl*stri. gtion MN1614805.1 11 interest on the CFD Bonds will be f�6derally tax exempt. The area that will b assessed, for the Public, Bienefit Facilities is depicted on, Exhibit H- 1. 1 (e) Issuance of CF D Bonds., Upon success ful formation of a CFD and approval of the Special Tax, and subject to the restrictions in this subsection (d) and in subsection (e) below, bon ds, shall be issued ("C D Bonds,"''), the proceeds, of which shall be used to finance the R Benefit Facilities, to the extent the Public Benefit Facilities legally and feasibly may financed utilizing this, method .c g. The amounts, timing and ten'ns of the issuance and sale of the CF D Bonds shall be determined by the City, in consultation, with the Developer and the CAy's bond counsel, financial advisors, and/or underwriters. Subject to the state of development of the Project and prevailing, bond market conditions, the timing of the sale of the CF D Bonds s' h I b e coordinated as, closely as possible, with the phasing of the al I development of the Project to p tinancing for the Public Renefit Faeflities, in, a timely fashion to, meet the needs of the respective phases of development of the ProJect. If necessary, the CAD Bonds may be issued 'in series , to b,elp correspond to such phases. Developer agrees to assist the City in the issuance of the CF D Bonds by providing financial and development information reasonably required for due-diligenceand disclosures relating, to MN 1614805.1 12 the issuance of the CFD Bonds and to provide for any required continuing disclosures, under applicable secun,'ties, laws. MN 1614805.1 13 terminate this Agreement then Developer shall, nonetheless be responsible for constructing all of the Public Benefit Facilities at its expense. Section 7'.01. Developer shall, submit to City,, for approval, by the Manning Commissio'n, separate Precise Plans for each phase of the Project. Each Precise Plan shall be consistent with the General Plan, Specific Plan, and Redevelopment Plan, and shall include all required Precise Plan. application contents, as set forth in the Spectfic Plan, includingwithout limitatlo'n', elevations and site plans showing (i) size and location ofbuildings, Infrastructure, and improvements; (ii) specific 1,4 location and treatment of landscape amenities; and (iiii) grading and, drainage la,ns p fbr the area included within, the specific Precise Plan, as necessary. Section 7.02, The Phase I Precise Plan in, the form approved by the City Council, is attached to this Agreement as ' Exhibit D. Upon approval by the City, each subsequent Precise Plan shall be incorporated automatic SIN llyinto the DA as a, part of'Exhibit D. ARTICLE 8. STANDARDS, LAWS AND PROCEDURES GOVERNING THE PI*JECT Section 8.01,. Vested Right to Develop, Developer shall have a vested n*ght to develop the Project on the Project Site 'in accordance with the terms and conditions of this Agreement and Applicable Law. 'Nothing in this section shall be deemed to eliminate or diminish the requirement of Developer to obtain any required Subsequent Approvals. MN1614805A 15 MN'16,14805.1 16 (d) Fee Reductions or Credits, Developer shall not be required to pay two on f�e or assesm sent. times, for the cost which is covered, by any exacti ,Accordingly, the fees, descn*bed in Section. 8.04 shallbe su#ject to reductions/credits in anamount equal to Devel,iop 's actual cost of MN/ 614805A 17 ri (a) P t Ph sine. The Project will be built in several phases d the Tenn of the Agreement, as diescn*'bed more fully in Section 3.013 above. MN161,4805.1 18 (d) Nothing in flus, Agreement shall, exempt,Developer ftom, completing work required by a subdivision,, agreement, road improvement agreement or similar agreement in accordance with the terms, thereof. Section 9.01. No Conflicting,Enactments., City all not impose on the Project (Whether by action, m N the City Council, or Planning C ass i.onl, or by initiative, referendum, or other means), any ordinance, reso1ution,mle, regulation, standard,, dlrective condition or other measure (each individually, a "City Law") that is in conflict with Applicable Law or this Agreement or that reduces the development rights or assurances provided by this Agreement. Without limiting the generalfty of the foregoing, any City Law shall be deemed to conffict with Applicable Law or this Agreement or reduce the development rights provided hereby if it would, accompfish any of the following results, either by specifilic reference to the, Project or as part of a general enactment which ap 1 0 1 , plies to or affects, the Project* a d it ed, use the *ect Site-, () Change any lan use designation o r permi t of Pr 01 IN (b) Limit or control. the availability of public utilities,, services or fficilities or any privileges or rights to public utilities, services,, or facilities(for example, water rights, water connections or sewage capacity rig , nts, sewer pursuant to Section connections,, etc.), for the Project (except when necessar (c) Limit or control, the location . of buildings, stnict ire s, grading, or other, improvements of the, Project 'in a manner that is inconsistent with or more restri'letive than the limitations, included in the Project Approvals or Subsequent Approvals (as and, when they are issued,),- (d), Limit or, control the ratei,, finiiing, phasing or sequencin of e th P e rojct g as set fofth in this Agreement* (e) Apply to the Project any City Law otherwise allowed by this Agreement that is not unifonnly applied on a, City-wide basis to all, substantially similar types of development ment projects: and project sites-- (f) Result in Developer having to substantially delay construction of the Project 0 - or require the issuance of additional permits or approvals, by the City other thaP those required by Applicable Law; (g) Limit, the processing or procuring of a,ppi I ications and approvals of Project Ap ro� vals; p I (h) Establish,, enact, increase,, or impose against the Project or Project Site any fees', taxes (including without limitation general,,, special,, and excise, taxes), assess'Ments', liens or other monetary obligations other than those specifically, MN1614805.1 19 pen,nItted by this Agreenient and rekrred to inExhibit E- I or other connection fees required by third, party utilities;, or (1) Substantially increase the cost of constructing or developing the Project or any portion thereof. Section 9.02. Initiatives and Referenda. (a) If any City Law is enacted or imposed by initiative or referenda or by the City Council directly or indirectly in connection with any proposed initiative or referenduml,'which City Law would conflict with Applicable Law or this Agreement or reduce the development rights provided by this Agreement, such Law shall not apply to the Project. (c) To the maximum. extent permitted by law, City shall prevent any �pity Law , ftom invalidating or prevailing overall or any part of this .Agreement, and City shall cooperate with Developer and shall undertake such, actions as may 'be necessary to, ensure this Agreement remains in fall force and, effect. (d) Developer reserves the right to challenge in court any City Law that would conflict with Applicable Law or this Agreement pro reduce: the development rights provided by this Agreemcnt. .............. . ..................... 10 oval, age ubsequen Section 10.01. Amendments to, Project A,pprovals, Approvals Excluding, Age em,ent. To the extent permitted by state and f�derai law, any ProJect Approval or Subsequent Approval may, ftom time to; me), be amended or modified in the following manner: (a), Administrative Project Amendments. Upon the written request of Developer for an amendment or modification to, a Project Approval, or Subsequent Approval, the Chief Planner or his/her designee shall :eterincin , whether the requested amendment or modification is minor when considered in light ofthe ProJectas a wholel and (ii) whether the requested amendment or m ation, is consistent with this Agreement and, Applicable Law. If the MN'16148105.1 20 Section 10 0 " 2. Artiendinent of This Ageement. This Agreement may be amended from time to h,me, i,n whole or in part, by; mutual wn'tten, consent of the parties hereto or their successors in interest, as fbllo,ws-. (b), Other Amcndment�. Any amendment, to this Agreement other than an Administrative Agreement Amendment sh,all be subject to approval by t�l-r* MN161480,5.1 21 Planning Commission (by advisory'resolution) and City Council, (by ordinance) following dul.y noticed public hearing before the Planning Commission and City Councill, consistent w'th Govemment Code Sections 6507 (c) Amendment Exem . No Subsequent Approval, or amendment of'a Project Approval or Subsequent Approval, shall require an amendment,to this Agreement. Instead, any such matter automatically all be deemed,to be incorporated into the Project and vested under this Agreement. FAI'PA C A�%4& 41,M ff MW Section 11.02. Transfer A,U, eements., MN 161.4805.1 22 reputation and financial resources', such Transferee would, not in City" s reasonable opinion be able to perform the obligations proposed to be as,sumedby such trans,fi�rele. Such determination shalibe made by the City Manager and is appealable by Devel,opeT 'to the City Council. (c) Any Transfer Agreement shall be binding on Developer, City and the Transferee. Once approvedby the developer, the Transferee and the City and they upon, recordation of any Transfer Agreement in the Official Records of San Mateo, County, Developer shall automatically be released from those obligations assumed by the transferee the-rein. 0 Section 1 1.04�. Notice, of Compliance GenprAll, . 'Within forty-five (45) days following, 6tten request �which Developer may make ftom fime to time, City shall any w I execute and deliver to Developer (or to any paity requested by Developer) a written "Notice of Compliance" in recordable form, duly executed and acknowledged by City, that certifies: (a) This, Agreement is UnModified and in fu,ll fbree and effbct,, or if there have been modifications hereto,, that, this, Agreement is 'in, ffill force and effect as modified and stating the dateand nature of such modifications" (b) There are no current uncured de&ults, under) this Agreement or s:pecifyin the dates and nature, of any such default- and I I (c) Any other information reasonably requested by Developer. The fAilure to deliver such a staternent within such time shall constitute a conclusive MN1614805A 23 lie t. . . . . . . . . . . TN "eveloper are unable to Select mutually agreeable legal counsel to defend such action or proiceeding, each part, y . y select, its own legal counsel and Developer shall pay its and the City's legal fees and costs. (b) The parties agrce that this Section, 12.01 shall, constitute a separate agreement entered into concurrently, and that if any other provision oft Agreement, or tie .Agree ment as a whole, is invalidated, rendered null, or set aside by a court of competent jun,sdic tin n., the parties agree to be bound by the terms ofthis section, which. shall survive such invalidation, nullification :or setting aside. Section 12.02. C,ure; Rey pprovat. MN161,480,5.1 24 [TOWTOW. "I'' party shall take no fu,rther action. Section 13.02. Termination. If City, elects to consider tien-ninating the Agreement due to a ma en* al default of Dievelopler, then City shall give a notice of intent to MN1614805.1 25 - - - - - -- - ----------------- (a) Conducting the Periodic Review. Throughout the Tenn of the Agreement', at Ica,st once every twelve (12) months following the execution of the Agreement, City shall review the extent of good-faith compliance by Developer with the terms of the Agreement ("Periodic Review"'),. (d) 'Failure to ProperlyConduct Pefiodic Review. If City fails, dufing any calendar year, to either (i) conduct the Periodic Review', or (ii.) notify Developer in wTiting of City" s determination, pursuant to a Penodic Revie as to Developer's compliance with the terms ofthe Agreement and, such MN 16148,05.1 26 faIlure remains uncured, as of December 31 1 of any year during the Tenn o' the Agreement, such failure shall be conclusively deemed an approval by City of Develope�ri's compliance with the terms, of -the Agreement. Is (g) Costs., Costs reasonably incurred by the Cityin connection with the Peniodic Review and, related, hearings shall. be paid by Developer in accordance with the City's schedule of fees and billing� rates for staff time in effect at the time of review., (h), Effect on Transferees., if Developer has effected a transfer so that its interest in the Project, Site has been divided between Transferee(s) in accordance with Section 1. 1.01 above,, then the Periodw Keview hereunder shall be conducted separately with respect to each party, and the Chief 'Planner, and if appealed, the City Council shall make: its determinations and take its actions separately with respect, to each party. If the Chief Planner or City Council terminates, modifies or takes such other actions in connection with a determination that such party has not complied with the terms and conditions of this Agreement, such action by the Chief Planner, or the City Council shall 'be effective only asto the party to whom the determination is made and the portions of the Project Site in 'which such Party has an interest. (I) The rights and powers of the City Council under this Section 13.03 are in, W addition to7 and shall not timitl the rights of the City to terminate or take other iaction, under this Agreement on account of the commission by Developer of an event of Defitult Section 13.04. Default by City or Develo In the event City or Developer default under the terms of this Agreement,, City or Developer shall, have the rights and remedies provided, in Section 13-06. 1 Section 1, 3.05. Enforced'Delm, Extension of Time of Performan,.ce. In addition to specific, provisions of the Agreement, neither party shall. be deemed to be in defr ult where delays in perfon-nance or failures to perform are due to, and a I MN1614805A 27 Section 13.0 7. C f'ornia Law., T`ffis Agreement shall be construed, and enforeed in accordance with the laws of the State of California. Any action to enforce or interpret this , Agreement shall be filed and heard in the Superior Court of San, to County, California,. Section 13.09. Attorneys,' Fees. In any legal action or other proceeding brought by either party, tio enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable attorneys,' fees and any other costs incurred in that proceeding in addition to any other relilef to which it ts entitled. MN1614805.1 28 Section 14. 01. InCoKporation, of Recitals and Introductory Paragrgph. The Recitals contained in this Agreement, and the introdu,ctory parag, aph preceding the Rai tals., are hereby incorporated into this Agreement as if fully set forth herein. Section 14.031. Enforce bilit . City and, Developer agree that unless this Agreement is amended, or terminated pursuant, to the provisions of this Agreement, th1s Agreement shall be enforceable by any party, hereto notwi."thstanding any change 4 4 hereafter enacted or adopted (whether by ordinance resolution) initiative or any MNI 614805.1 29 Section 14.04. Other'Neces,sary Acts, Each party shall execute and deliver t the other all such other further instruments, and, documents as may be reasonably acesary to carry out the Project Approvals, Subsequent Approvals and this Agreement and to provide are secure to the her party the fall and complete ergo of its rights and pIrivileges hereunder. Section, 14.07. Other MiscellancousTerms. Tie singular shall include the plural; the 1 1 masculine genaer seal l include the feminine "shall" is mandatory- "may"' is permissive, a nd, "I'days" means, calendar days, unless, specifically provided otherwise. If there is more than one signer of t.i's AgTeement, the signer M obligations are joint and, several. �19M 4P 'Its MIC -06 MAL" MN 16 1,4805.1 3 0, If to City, to' City, Manager MN 16 1,480,5. 1, 31 Section 14.10. Entire Ageement, arts and Exhihits. This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be an ina h origl. This Agreement consists, of 33 pages and ten ex * i b* i s whwh coned .tute in full, the final and exclusive understanding, and agreement of the parties and supersedes all negotiations or previous agreemenuts, of the parties with respect to, all or any part of the subject ma er, hereof All waivers of the provisions of this Agrcement shall be in writing and signed by the appropriate authorities of City and the Developer. The following exhibits, are attached to this Agreement and incorporated herein for all purposes.- (a) Exhibit A. Legal Descri,ption, of Project Site (b) Exhibit B: Diagram of Proilect Site (c) Exhibit C: Phase 1, 11, 111, and IV Improvements (d) Exhibit D: Phase I Precise Plan, (e) Exhibit E- 1,: Applicable Law ( D, Exhibit E-2: Illustrative Fee Table (g) Exhibit F: Assignment and Assumption of Rights and Obligations Form MN 1614805.1 32 Areas Subject to Faciles Assessment 0) Exhibit H-.2-. Public CFD Propefty Section 1, 4.1 1 . Recordation. of'Dever pme,n.tA, e men t., Pursuai,,it to California Gover men t Code Section 65868.5, no later than ten (10) days after City enters *Into this Agreement, the City Clerk shall record an executed copy ofthisAgreement in the Official Records o�f'the County of San Mateo. IN WITNESS WHEREOF, this Agr eemen�t has been entered, Into by and between Developer and City as of the day and year first above written. MOV MN1614805.1 33 CITY OF SiOUTH SANFRANCISC01 amunict al corporatio . . .... . . ..... By-b"I'll 044 Name, City Manager ATTEST,: By cit t APPROVED TO, FORM: ROVE TO, FOI B, y City Attome f 7911, I OYSTER POINT VENTURE5S LLC a, Delaware limited liability company By: SRI Nine: 0yster Polint LLC, a Delaware limited liability company, Name- Itso.- 1614805.1 MN1614805.1 3 4 CALIFORNIA ALLoPURPOSE ACKNOWLEDGMENT 0 2007 National 1 otary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 - www. National Notary.org Item, 45 ,907 Reorder, Call Toll-Free 1 -800-876-68,27 WITNESS my hand and official seal. o&, Signature- Place Notary Seat Above r Signature of Notary Public OPTIONAL Though the information below is not requiredby law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date.- Number of Pa,ges, Signer(s) Other Than Named Above- Capacity(ies) Cla eta by Signer(s) Signer's Name: Signer's Name: E] Individual El Individual El, Corporate, Officer — Title(s).- El Corporate Off icer —Ttle(s): El Partner — 0 L,imite�d El General 0 Partner — 0 Limited 0 General New 0 Attorney in Fact 0 Attorney in Fact MME' El Trustee 'Top f thumb here El Trustee Top of tfiurnb here [] Guardian or Conservator LJ Guardian or Conservator 11 Other: 'El Other: Signer Is Representing. Signer Is Representing. 0 2007 National 1 otary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 - www. National Notary.org Item, 45 ,907 Reorder, Call Toll-Free 1 -800-876-68,27 CALIFORNIA, AU,*PURPOSE ACKHOWLEDGMEHT State of California 0f([f[f[f[f[ a IN . . . . . WR 14 RIM M ;1N Oki W010, I clertify under PENALTY OF PERJURY under the laws of the State of CaMbrnia, that the foregoing paragraph is true and correct. WITNESS, my hand and official seal. Signa re, Place Notary Sea] Above. Signature of Notary Public OPTIONAL Though the, Wbrmafi6n below is notrequked by law, it may prove mldablb to persons relying on the document and could prevent frawdulentremoval and reaftachment of this form to another document Description of Attache cument, Title or Type of' Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Signer Is RepreSenting: El Co;rp;o rate Off ice r Till e (S) 0 Partner — EJ Lted Ell General 0 Attorney in Fact 0 Trustee F1 Guardian: or Conservator D'Other: ,Signer Is Representing: Tbp of thljaib here: (02007 National Notary Association - 9350 De Soto Ave., RG Box 2402 - Chatsworth, CA 91313-2402 w www.NatibnalNo�— org ttern #59( 7 Reorder-Call Toill-Free 1 -800-876-6827 CALIFORNIA ALL=PURPOSE ACKNOWLEDGMENT WITNESS my hand and official sea]:. �! Place Not Seal Above Signature, Signature of Notary Public 11 OPTILONAL /I I in rma Though the ' fo tion below is not required by la%4� it may prove valuable to persons reWg on the document and could prevent fraudulent removal and reatochment of this form to another document. Title or Type of Document Document Date . ........................... Number of Pages--. Signer(s) Other Than Named Above-, Signer's Name- Signers Name, ❑ Individual 0 Individual El: Corporate Officer — Title(s). U Corporate Officer �,'Title(s): 0 Partner — El Limited El' General pIM,11Yi tlY'�MOMIMMWtlW �I YW, YU ". El Partner — 0 LiMited 0 General All, i El Guardian or Conservator E] Guardian or Conservator I � Ohe r- 0 Other!. t ] 11 1 Signer Is, Representing-,-.. Signer Is Representing RIG 7 H7q / U 001411INTII/ 1bp of thumb; here . . . . ........................................ PIMP 02007 National Notary Association - 93,50 De Soto Ave.,,, P0. Box 2402 *Chatsworth, CA 91313-24iO2 -i wmmNatioii alNotarprg Itern1#5907 Reordler.Cal�iToll,-Ftee'l-8:00,-876-6827 LIMM Legal Deem on Pro jet Site. Mmal BEGINNING AT A POINT AT'THE SOUTH EAST CORNER OF PARCEL 4 AND THE SOUTH WEST CORNER O F'PARCEL 3, AS RECORDED IN BOOK 52AT PAGES 58 AND 59 OF THE RECORDS OF SAN MATEO COLINTY CALIFORNIA,, THENCE ALONG THE SOUTHERLY LINEOF SAID PARCEL 4 AND ITS PROLONGATION 2) THENCE" ALONG A CURVE TO THE) LEFT HAVING A RADIUS OF 949,00 FEET AND A CENTRAL ANGLE OF 36* 40'3.2" FOR AN ARC LENGTH OF 1607.46 FEET, SAID CURVE HAVING A CHORD BEARING OF 819* 44'142"E FOR 597.14 FEET; .............................................. .. ........ Pagel 4p m n 1"WME . . . . . . . . . . . . . . . . . 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C rM < — r.L Cz 0 PLP [fin M Ln ru 0 tj F 4 �7 Prepared for the City of South San Francisco DRAFT February 23, 2011 Concept Design for the Public Realm Phase I Conceptual Landscape Plan for I . 0 the Public Realm > A rM m rtI M rK fu frI +_. z sn Prepared for the City of South San Francisco Concept Design for the Public Realm Bay Trail at Crescent Park D R AFT February 23 r 20 11 yo r--4 > > T< Z Q ;K m Qk) f y4 It 4 4Y i' 1 7- it rT. It L f . 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I- rrk k • � I r f +r F 1 I — d I k , 1�� r t I - - k - f I 4 L j I 1 �t • I k � ry�� h "I 4 A � I � I � {F TY t� Co V W ;.b Uri S.+•i O .6 �~ O O I a x C a 1 OYSTER POINT, South San Francisco DRAFT February 23, 2011 Phase I Precise Plan G Rendered Building �f � cn �a �`r - A Co -4 -M i17 � G1 IV —L Cr,) Li U] Co 0 C ? Z3, pr 5. 9a 0 C I'+.I 3 R} p r-L r rI CS , KQj C0A > 3 3 _ > � � 1 Cfl � _- r a � I r— use ns w m �t OYSTER POINT, South San. Francisco DRAFT February 23r 2011 Phase I Precise Plan J, Q --'Ilk rIlevatis Ln 3 Zp Q0 M --j M W , r� Co CA C5 0 K4 CA CU r c,0 o a 1 3 {4 I k • •i i to h] r,s 1 , 1 crl f I r 7 Q U3 � ri S V ^•'7 -i`1 -n P rri i r r..i! Cm 1 rn ° - NJ L.•d -13. W 417 k.J'7 J C22 *.Q'. lii . • . IL Q 72 ,4 ly r� e4 r4 I i~ OYSTER POINT, South San Francisco € RAFT February 23, 2011 L Phase I Precise Man 1 Rendered Building IC Elevations .•r a Ih CD CD /� s� | � � � / _ - ' - - ' — —f'-' - --- . . 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Q 1= Q Q CD 7'T1 CR C + 'Ta rTrI 11 T� I J � 71 i � r 4Jp G� -rs DO 4J� w L Q C. Q 1= Q Q CD 7'T1 CR DRAFT February 23, 2011 (n (n 3 a Ip r YF r%.t rTq kpi ;t 4EM 4=P if OYSTER POINT, South San Francisco Phase I Precise Plan Building IC Elevations , J CD (D r-IR r17 CD 0 Cn C-) fl r-p r- r- CD rkj L�j n 00 tz� q DRAFT February 23, 2011 (n 3 �k fF 6 CD Cn CD G Q s � I C= 00 s t G�$ -f I a �e {6 i 43 OYSTER POINT, South San Francisco Phase I Precise Plan Site S DRAFT February 23, 2011 4A I Co CD m CD 00 C) -U Cm) M En I�D Co c- 0 OL � CL C G Cn m \Q) 9a m 93 En w CL Cn S' CD » r- 1-73 -0 �-< CD CU F3. 3 7 LE \ �n CU � § M k ML s k (n \� �� OL FL 44 5' W to 0, Cp CA OYSTER POINT, South San Francisco Phase I Precise Plan Architectural Materials ,a = CU (m CLk OL V.1-14 2 CD < ED c—d c n U3 Z� -C CD Co -:9 DRAFT February 23, 2011 Cn -q a FD 0 E- 5. P C3L Co r.F3 C CD v, W =r 0 2: 0 C- C) CD m -1 LO CmL m Cn 2! CD Z3 Z:3 a) (0 n 0 to CD n CD g" 0 gL 0 3 �g � CY) CD 5!! 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Except as modified below,, existing le es, shall be palifil at the rates and at the times prescribed in the resolutianks) or ordinance(s), adopting and implementing the fees., 2.1.1 Childcare Imp,act Fee (SSFM'C,, ch. 20,310,-1 Ordinance 1304-2001,1 .Accordingly, Developer shall submit des gn Plans for the she of the childcare facilityno later than the issuance of a building permit for the final building in thard phase to be constructed, and shall obtain all required permute, including building permits and commieice construction of the tenant improvements for such facility no later than six, (1 6) months after issuance "a certificate of occupancy for the final, building in third phase to be constructed. if the childcare facility is open to the public, City and'Developer may mutually agree to allow the City to operate the fdcility,. 0 (c) If Developer fails to either construct a new facility by the deadline described in paragraph (a), or pay the in -hi u fee by the deadline described in paragraph (b), Developer shall instead, pay a fee equal to, �the City's estimated reasonable costs, including all costs associated with site acquiSition (including, if necessary, eminent domain), environmental review, permitting,, and all other expenses and fees, including attorney's fees, required to construct a childcare facility of equivalent size and quality as that described in paragraph 2. 1. 1 (a). Developer shall pay this fee to the City no later than six (6) months aftleris,suance ofal certificate of occupancy for the final building in the third, phase to be constructed or one year prior to expiration of this Agreement whichever occurs earlier. 2.,1.2 'East of 101 Traffic Impact Fee (Resolution 84-2007). East of'1 01, Trafflic 'Impact &es, shall be paid for each Phase of the Project, and shall be determined based on the application of the formula in effect at the time the City issues each building, pennit, and shall 4, payable prior to, the issuance off such building pennit. 2.l .,3 Oyster P t Grade Separation Fee (Resolution, 1. 02-96). Oyster Po int fees shall be paid for each Phase of the Project, and shall bedeten,-nined based on the application of the formula in effect at the time the City issues each, building permit, and shall be payable prior, the i 0, 0 ssuance of such bui I ding permit. 2.1 .4 East of 101 Sewer Impact Fee (Resolution 97-2,002). Sewer Impact fees shall be paid for each Phase of the Project, and shall be determined based, on the application of the formula in eff"ect at the time the City issues each building permit, and shall be payable prior to the issuance, of such building permit. Sewer Capacity Charge (Resolution 39 -201 w . 2.1 .6 General Plan Maintenance Fee (Resolution 74-2007). 2.1.7 Perfmit Process.ing Fees. As adopted pursuant to City's Master Fee Schedule for processing of land use entitlements, including with out limitation, General Plan amendments, zoning changes, precise plans, development agreements, conditional use pen-nits, variances, transportation demand management plans, tentative subdivision maps, parcel maps, lot line I'l adjustments, and bui - icting permits. 2.2 Impact Fees, (Potential Future Fees). I I M rw 2.3 User Fees. , (assessed as, part of property tax bifll) 2.351.1 Sewer, Service Charges 2.3-2 S ater Charges (assessed as part of property tax bill) 2.4 Other Exactio'ns. Ell] o7ll 1!111 piq�111 1111�i III rill; (a) LEE D. Prior, to issuance of any building permit for any tenanted building, Developer shall provide evidence demonstrating that if constructed in accordance with. the approved design, and construction plans, the buildmg will meet minimum standards required to achieve at teast a Leadership in Leg y and Environmental Design, version 3 (LEE 3) Silver certification under the Core and Shell Development rating system. Within one year of the issuance of a certificate of occupancy for any tenanted building., Developer shall provide evidence demonstrating that the building has been certi"fied as at least, LEER v3 Silver -under the Core and Shell Development Rating System. 2,.4.4 Payment. Prior to commencement of construction of the first building in the first phase of development, Developer shall make a cash payment to the City in the amount, of one million, one hundred thousand dollars ($ I , 100,0010). 'A46"" OOMON 5 Exhl"N't E-2 Illustrative Fee Table VII CII Go 0 co IRF M N W EL 40 100 a to a IINW C" U) eq W; w oi CIL 1 *9. V* 60 401, iff ILL 44 U- (A > LA r z �z Z Z 0 LA LA all, CL ILn Ln CL z z z to co > C) all 40 a) 0 CD 0 01 0 140 Ito cc 5 cri 06, to N 5 Q u co to to U m CL (D 0 .0 4) 40 40 6% 64% 49 40 40% *P* 46 1^ Q 01 Q ol 0 ol 10 CI V) r4 CD OA ul I, - - ICU, N In <0 N 04, 0 N 10 V- in 0, Lo Lo 44 3_' m CL N N cq U .10 ro oil Ln t) a* IN 0 Vol 60*1 tfj� alo u m m LA CL W LL U. Ln u LL Ln Z ILA LA LL m Ln Q- tn V$ u- U) z z L; LL, ( z u CL (ul Lo CL V En CD 0 .r: L) CU CII, M, 4) CU Ln 06 a C ) >. 0 >* zi g m Ln cl 1A, ItA m tn E r_ 6, El :3 0 u LU m VA 0 wWIIIII, U. LL' Lu w LL �p ol (D C 4,41 U, LL Q IE iCL ICU > 0) CD t 4) ul CL C Im, M 4a L AW I W, w I I I ir Exhibilt F "PUMN-1 (Space Above This Line,fbr Recorder's Use Only ,Exempt from Recording Fee p,l Govertunent Code § 27383 THIS ASSIGNMENT AND ASSUMPTIONAGREEMENT ("Agreement") is enterel into as of the —1 day of 201 by and, among Oyster Point Ventures, LLC 2- ("Assignor"), a "'Assignee", ),, and the City of South San Francisco, a municipal corporatlon B. Assignor is the fee owner of the Site, [a portion o which is], designated as AP N's More particularly described in, Exhibit 1, attached hereto and incorporated herein ("Property"). C. Assignor desires to transfer its interest in the Property to Assignee, concurrently with execution of this Agreement and Assignee desires to so acquire such, interest 'in the Property from Assignor. MN1,614878.1 DRAFT FOR m A SS7GINMENT A ND A SSUMPTION A GREEMENT A GREEME N T 0 4 NOW,, THEREFORE, Assignor,, Assignee and City hereby agree as, follows: cwt �r A ........ .. a. Assignee represents and warrants to City as Bollows: (1) Assignee is a duly Bormed, within and in good standing under the 'laws of the State of —A The copies of the documents evidencing the fiormation of Ass i,gpee, which have been delivered to, City, are true and complete copies, of the on'ginals, as a,mend,ed to the date of this Agreement'. 2 MN1 14878.1 DRATT "Rm ASS7G,NMENT AND ASSVM'iPTIO,NA GREEMENT (111), Assignee has not (1) made a general assignment for the benefit. of creditors, (10 filed, any voluntary petition in, bankruptcy or suffered. the filing of any involuntary petition 'by Assignee's creditors, (11*1` ) suffered the appointment ofa, receiver to 'take possession of' all, or substantially all, of Assignee"s assets, (1v) suffered the attachment or othcr Judicial seizure of all, or substantially all, of' Assiglee's assets, (v) admitted in wriftng 'Its inability to pay its debts as they come due, or (vii) made: an offer of settlement,, extension or composition to its creditors generally. (iv) As of the Effective Date of this Agreement, Assignee owns fee simple title to the Property. 8. Recordipg� Assignor shall cause this Agreement to be recorded in t e) Official Records of San Mateo County, Califorrtua, and shall promptly Provide confortned copies of the recorded, Agreement to Assignee, and, City. 9. Successors and Ass" Subject to the restricti,ons, on transfer set fbrth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall Inure to! the benefit of the parties, hereto and their 3 MN1614878.1 DRAFT F*,F-W.jQVGNAfEV TO",ie,SSUA4PT10iI,,AI GR:EEMENT 41 respective heirs, successors and assigns., purs,uant, to Section 14.08 of the Development Agreement. A 11 10. Assi,nee Acidress fbr Notice s. The address of Assignee fbr the purpose of notices,, demands and communications 'under Secition, 14.09 of the Development Agreement shdII Assi&mee.- With a copy to: Attention: Telephone.: Facsimile-. Attentwn: Telephone,: Facsl,m,l*le:, 4 MN1614878.1 DR, PI 'I f'622: ASSWNUEN'TA'NDAS"P7'10'NAGREEMENT' [Si° vaturesfbllow on sqparaite page] MN1,614878.1, a Delaware limited liability company a By: SRI Nine Oyster Point I.....LC, N am e .- Its: [Notary Acknowledgment Require,dj CITY OF SOUTH SAN FRANC'SCO, a munict , pa,l corporation B y.- City Clerk APPROVED, AS TO'FOR, 6 MN 1614878.1 DRAFT FORM ASVGNMENT AND ASSUMPTIONA GREEMENT ISAMM 1 1614878.1 EXHIBIT NO. 11 'MN 1614878.1 Exhibit G Publ,l.c Benefit Facilities lY] 2 X W i W_ J_ U Ii �■ A � � c o LL O O 0! 0 � u o C 000 w > > Li = z C O 0 U) Q _ ~ � C J Q w 06 U c < w U 0 w >- F cc g < cq U 0 004 oc o z > z = O o L J = < ] co U) w [ j a 2 � Q w i w W c H U J LL < j O C O C e W U i w O C J ; ] (n w O ® 9 ] J 7 C C C C C ] C J J U r� r ; of r r r i i t i i t r i r i s i ii ti ti ti t; tr rt „ O O C i t t I O Exhibit H-1 Areas --Subiect to Facilities, Assessment W71"N I LL LZ U 4- c (D CD E cn (n m cu cn cn I I M Exhibit y tl N 2 Ot m U 2 w � a LL co LU I Li r" 3 fii