Attachment 3 - Draft Third Amendment to Metro Center CC&Rs — Foster City City Council, November 17, 2025

1 RECORDING REQUESTED BY:

Stewart Title Guaranty Company
W
HEN RECORDED MAIL TO:

Hudson Metro Center, LLC
c/o Cox Castle & Nicholson
50 California Street, Suite 3200
San Francisco, CA 94111
Attn: Veena P. Beglinger
APNs: 094-522-160; 094-522-170; 094-513-010; 094-513-160; (Space Above for Recorder’s Use) 094-513-170; 094-513-180; 094-513-190; 094-513-200; 094-513-210; 094
-513-220; 094-513-230; 094-513-240; 094-513-250; 094-513-260; 094
-513-270; 094-513-280; 094-513-290; 094-513-300; 094-513-450; 094
-513-440; 094-522-270; 094-522-400; 094-522-360; 094-522-390; 094
-522-380; 094-522-350; 094-524-040; 094-524-050; 094-524-150; 094
-281-010; 094-525-030; 094-526-080; 094-526-100

THIRD AMENDMENT TO DECLARATION

OF COVENANTS, CONDITIONS AND RESTRICTIONS

FOR METRO CENTER
This THIRD AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR METRO CENTER (this “Amendment”) is made this _____ day of ________, 2025 (“ Effective Date ”) by and among HUDSON METRO CENTER, LLC, a Delaware limited liability company, and VISA U.S.A. INC., a Delaware corporation (“Visa”) each being referred to herein as an “Owner” and collectively referred to herein as the “Majority Owners,” with the consent of the City of Foster City, California (“City”).

R E C I T A L S:

This Amendment is made and entered into on the basis of the following facts:

A. The Declaration of Covenants, Conditions and Restrictions for Metro Center, dated as of May 15, 1985 (“Original Declaration”), was recorded in the Official Records of the San Mateo County Recorder (the "Official Records") as Instrument No. 85089495. The Original Declaration was amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions for Metro Center, dated December 31, 1994, recorded in the Official Records as Instrument No. 95012805 (“First Amendment”), and by that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions for Metro Center recorded in the Official Records on June 22, 1995, as instrument No. 95076087 (“Second Amendment” and collectively with the Original Declaration and the First Amendment, the “Existing Declaration”). All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Existing Declaration.

B. The Existing Declaration covers and encumbers the real property described in Exhibit A to the Original Declaration and attached to this Amendment as Schedule 1, which real DRAFT
2 property is referred to in the Existing Declaration and herein as the “Project.” This Amendment, together with the Existing Declaration, is intended by the Majority Owners to apply to all Owners and other persons having, or succeeding to, an interest in the Original Project.

C. No Declarant owns any remaining interest in real property located in the Original Project. As such, and except as set forth in Recital F, below, the Existing Declaration may be amended by the vote or written consent of at least 70% of the voting power of the Owners. The Majority Owners collectively control and represent greater than 70% of the voting power of the Owners of Parcels in the Original Project.

D. The Existing Declaration, and specifically the First Amendment, authorizes non- transient residential as a permitted use within Parcels 8 and 10 of the Project, but does not authorize non-transient residential as a permitted use in other portions of the Project.

E. The Majority Owners have agreed to amend the Existing Declaration to expand the list of permitted uses to include non-transient residential uses F. This Amendment includes modifications to the permitted uses of the Parcels in the Project, which may be considered an amendment to the “fundamental purpose” for which the Project was created. As such, (i) pursuant to Section 15.03 of the Existing Declaration, the written consent of the City is attached to this Amendment and incorporated herein, and (ii) pursuant to Section 14.05(2)(ii) of the Existing Declaration, the written consent(s) of at least 66% of all known Voting Mortgagees is/are attached to this Amendment and incorporated herein.

NOW, THEREFORE, with reference to the foregoing Recitals and in consideration of the mutual covenants and agreements contained herein, the Majority Owners, with the consent of the City, hereby agree as follows:

1. Permitted Uses. The Existing Declaration is hereby amended by deleting and replacing the last sentence of Section 3.01 (as added by the First Amendment) to read as follows:
“Notwithstanding the foregoing, non- transient residential uses may be permitted on any parcel subject to Planning entitlements and other City approvals.”

2. Miscellaneous.
a. Definitions. The Existing Declaration, as amended by this Amendment, shall hereafter from time to time be referred to as the "Declaration." All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Existing Declaration.
b. Intent. This Amendment, together with the Existing Declaration, is intended by the Majority Owners to apply to all Owners and other persons having, or succeeding to, an interest in the Project.

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3 c. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the heirs, assigns, executors and personal representatives of the parties hereto. d. Warranty of Authority to Enter into Amendment. Each of the Majority Owners warrants and represents that it has the full right, power and authority to enter into this Amendment and has obtained all necessary consents and approvals from its partners, officers, board of directors, or other members required under the documents governing its affairs in order to execute this Amendment. Each person executing this Amendment on behalf of a Majority Owner hereunder has the full right, power and authority to do so and affirms the foregoing warranty on behalf of such Owner and on their own behalf. e. Counterparts. This Amendment may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument. Any signature page of this Amendment may be detached from and added to any counterpart of this Amendment identical in form hereto.
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081849\18013112v14
I
N WITNESS WHEREOF, this Amendment is hereby executed by the Majority Owners as of the date accompanying each signature below and shall be effective as of the date this Amendment is recorded in the Official Records of the County.

MAJORITY OWNERS:

Hudson Metro Center, LLC,
a Delaware limited liability company
By: Hudson Pacific Properties, L.P.,
a Maryland limited partnership,
its sole member
By: Hudson Pacific Properties, Inc.,
a Maryland corporation,
its general partner
By:

N ame: ________________________
Title: President
VISA U.S.A., Inc.,
a Delaware corporation
B
y:

Name: ________________________
Title: ________________________
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5 STATE OF CALIFORNIA )
) ss:

COUNTY OF___________________ )
On ______________, 2025 before me, _________________, Notary Public, personally appeared _________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.

Signature: _______________________________________

[Seal]

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

DRAFT
6 STATE OF CALIFORNIA )
) ss:

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.

Signature: _______________________________________

[Seal]

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7 CONSENT BY THE CITY OF FOSTER CITY

The City of Foster City hereby consents to the forgoing Third Amendment to Declaration Of Covenants, Conditions And Restrictions For Metro Center in accordance with Section 15.03 (Required City Approval) of the Existing Declaration.

THE CITY OF FOSTER CITY,
a _____________________
By: ___________________
Name: _________________
Title: __________________

ATTEST:

By: ______________________________
Name: ___________________________
Title: Secretary of the City Council

APPROVED AS TO FORM:

By: ______________________________
Name: ___________________________
Title: City Attorney

DRAFT
8 S

TATE OF CALIFORNIA )
) ss:

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

W
ITNESS my hand and official seal.

S
ignature: _______________________________________
[
Seal]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

DRAFT
9 STATE OF CALIFORNIA )
) ss:

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.

Signature: _______________________________________

[Seal]

DRAFT
10 STATE OF CALIFORNIA )
) ss:

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.

Signature: _______________________________________

[Seal]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

DRAFT
081849\18013112v14

CONSENT OF VOTING MORTGAGEE

The Community Development Agency of the City of Foster City (“Agency”), being a Voting Mortgagee as defined in that certain Declaration of Covenants, Conditions and Restrictions for Metro Center, dated as of May 15, 1985, recorded in the Official Records of the San Mateo County Recorder (the "Official Records") as Instrument No. 85089495, as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions for Metro Center, dated December 31, 1994, recorded in the Official Records as Instrument No. 95012805, and by that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions for Metro Center recorded in the Official Records on June 22, 1995, as instrument No. 95076087 (collectively the “Existing Declaration”), and in its capacity as the Beneficiary under a Deed of trust recorded as instrument number 95-066801, on June 30, 1995, in the Official Records, encumbering portions of the real property covered by the Existing Declaration, hereby consents to the forgoing Third Amendment to Declaration Of Covenants, Conditions And Restrictions For Metro Center in accordance with Section 14.05 (Required Voting Mortgagee Approval) of the Existing Declaration.

THE COMMUNITY DEVELOPMENT AGENCY

OF THE CITY OF FOSTER CITY
By:

Name:

Title:

DRAFT
12 STATE OF CALIFORNIA )
) ss:

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.

Signature: _______________________________________

[Seal]

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13 SCHEDULE 1

LEGAL DECRIPTION OF REAL PROPERTY

IN PROJECT

The real property located in the City of Foster City, County of San Mateo, described as Lots 1, 2, 12, 20, 24, 26 and 27 inclusive on the Final Subdivision Map of Tract 91- 83 recorded May 6, 1985 in Book 113 of Maps at pages 28- 32 inclusive, official records of San Mateo County, California.

Excepting therefrom that portion of Lot 24 all that certain real property as conveyed to the City of Foster City, by instrument recorded November 8, 1989 as Instrument No. 89150281, of Official Records of San Mateo County;

Excepting therefrom that portion of Lot 27 as described in the deeds from Town Center East, a California general partnership to the City of Foster City recorded on January 26, 1988 under Instrument Nos. 88010096 and 88010097 of Official Records; and

Also excepting therefrom that portion of Lot 26 as described in the deed from Town Center East, a California general partnership to the City of Foster City recorded on January 26, 1988 under Instrument No. 88010095 Official Records.

Parcels A and B, as designated on the map entitled “Parcel Map No. 68-86 Being a Subdivision of Lots 14 and 15, Shown on the Map of Tract No. 91-83 Recorded in Book 113 of Maps at Pages 28-32, San Mateo County Records ”, which map was filed in the office of the Recorder of the County of San Mateo, State of California on July 17, 1987 in Book 59 of Parcel Maps at pages 36, 37 and 38.

Lots 1 and 2 as shown on the Map of “ Tract 123-86” Being a Subdivision of Lots 21 and 22 as designated on Map entitled “Tract 91 -83 Filed May 6, 1985 in Volume 113 Maps Pages 28- 32 inclusive, San Mateo County Records”, recorded in Book 115 of Maps at Pages 30 and 31, San Mateo County Records.

Parcel 1, 2, and 3 as designated on that certain map entitled “Parcel Map No.74- 89, Being a Subdivision of Lots 3, 4 and 5, as Shown on the Map of Tract No. 123-86, Recorded in Book 115 of Maps at Pages 30 and 31, San Mateo County Records”, Being a Subdivision of Lot 23 as designated on Map entitled “Tract 91 -83 Filed May 6, 1985 in Volume 113 Maps Pages 28- 32 inclusive, San Mateo County Records”, which map was filed in the office of the Recorder of the County of San Mateo, State of California on July 7, 1989 in Book 62 of Parcel Maps at pages 52, 53 and 54.

Lots 2, 17-31, 46, and 47 inclusive as designated on the map entitled “Tract 141-94 “CITYPARK” Being a Subdivision of Lots 7, 8, 10 and 11 as Designated on the Map Entitled “Tract 91-83 Filed May 6, 1985 in Volume 113 Maps Pages 28- 32, San Mateo County Records”, which map was DRAFT
14 filed in the Office of the County Recorder of San Mateo, State of California, on July 13, 1995, in Book 125, Pages 73 through 76 inclusive of Maps.

Parcel 1 as designated on the map entitled “Lands of Visa Land Development II, L.P. ‘Parcel Map No. 79-94’ being a r esubdivision of Lots 17 and 18 as designated on Map entitled “Tract 91-83 Filed May 6, 1985 in Volume 113 Maps Pages 28- 32 inclusive, San Mateo County Records”, which map was filed November 28, 1995 in Parcel Map Book 68, Pages 77-79 in the Office of the Recorder, County of San Mateo, State of California.

Parcel 1 as designated on the Map entitled, “Lands Of Visa Land Development I, L.P., Parcel Map No. 77- 92, a Parcel Map Delineating The Right Of Way Dedication Along Metro Center Boulevard To The City Of Foster City, Being A Portion Of Lot 19 Of Tract 91- 83 Filed May 6, 1985 in Volume 113 Maps Pages 28-32 inclusive of Maps”, which map was filed in the Office of the Recorder of the County of San Mateo, State of California, on September 14, 1993, in Book 66 of Parcel Maps at Pages 94 through 96, inclusive.

Parcel 1, as shown on that certain Map entitled "Parcel Map No. 80 -96, being a resubdivision of Lot 25, as shown on Map entitled "Tract 91-83", filed May 6, 1986, in Volume 113, Pages 28-32 inclusive of Maps, and a merger with that certain right of way Parcel granted to the City of Foster City per Document Number 92119028, filed on July 27, 1992, in Book 5, Page 57 of San Mateo County Records, Foster City, San Mateo County, California", filed in the Office of the Recorder of the County of San Mateo, State of California, on December 31, 1996, in Book 69, Pages 61 and 62 of Parcel Maps.

APNs: 094-522-160 [Lot 1 of Tract 91-83]
094-522-170 [Lot 2 of Tract 91-83]
094-513-010 [Lot 2 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-160 [Lot 17 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-170 [Lot 18 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-180 [Lot 19 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-190 [Lot 20 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-200 [Lot 21 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-210 [Lot 22 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-220 [Lot 23 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-230 [Lot 24 of Tract No. 141-94, originally a portion of Lot 10 of Tract 91-83] 094-513-240 [Lot 25 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-250 [Lot 26 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-260 [Lot 27 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-270 [Lot 28 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-280 [Lot 29 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-290 [Lot 30 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-300 [Lot 31 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513
-450 [Lot 46 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-513-440 [Lot 47 of Tract No. 141-94, originally a portion of Lot 8 of Tract 91-83] 094-522-270 [Lot 12 of Tract 91-83]
094-522-400 [Parcel A of Parcel Map No. 68-86, originally Lot 14 of Tract 91-83] DRAFT
15 094-522-360 [Parcel B of Parcel Map No. 68-86, originally Lot 15 of Tract 91-83] 094-522-390 [Parcel 1 of Parcel Map No. 74-94, originally Lots 17 and 18 of Tract 91-83] 094-522-380 [Parcel 1 of Parcel Map No. 77-92, originally a portion of Lot 19 of Tract 91-83] 094-522-350 [Lot 20 of Tract 91-83]
094-524-040 [Lot 1 of Map of Tract 123-86, originally Lot 21 of Tract 91-83] 094-524-050 [Lot 2 of Map of Tract 123-86, originally Lot 22 of Tract 91-83] 094-524-150 [Parcel 1 of Parcel Map No. 74-89, originally a portion of Lot 23 of Tract 91-83] 094-281-010 [Parcels 2 and 3 of Parcel Map No. 74-89, originally a portion of Lot 23 of Tract 91-83]
094-525-030 [Lot 24 of Tract 91-83]
094-526-080 [Parcel 1 of Parcel Map No. 80-96, originally Lot 25 of Tract 91-83] 094-526-100 [Lots 26 and 27 of Tract 91-83]

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Foster City City CouncilNovember 17, 2025

Foster City City Council
November 17, 2025