Agenda packet — San Carlos City Council, May 12, 2025 (part 5 of 5)

444444925-0852-3037 v5

OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103

RECORDING REQUESTED BY AND
PLEASE RETURN TO:

City of San Carlos
Attn: City Clerk
600 Elm Street
San Carlos, CA 94070

SPACE ABOVE THIS LINE FOR
RECORDER’S USE
APN:

Address:

COVENANTS, AGREEMENTS, AND DEED RESTRICTIONS FOR PRIVATELY

OWNED PUBLICLY ACCESSIBLE (POPA) CAMPUS AREAS
This Covenants, Agreements, and Deed Restrictions for Privately Owned Publicly Accessible (POPA) Campus Areas (this “Agreement”), is made and entered into as of _______________, 202_ (“Effective Date”) by and between the CITY OF SAN CARLOS, a California municipal corporation (“City”), and ____ (“Owner”). City and Owner are referred to individually as “Party,” and collectively as the “Parties.”

RECITALS
A. Owner owns that certain real property located in the City of San Carlos, State of California, as depicted in Exhibit A (the “Property” or “Owner’s Property”), attached hereto and incorporated herein.

B. Owner intends to develop the Property with approximately 1,630,000 square feet of gross floor area of Class A office/research and development buildings, which may include a café and/or tenant amenities (possibly including a childcare center); surface parking lots and parking garages; and associated improvements (“Project”). Owner anticipates that the Project will be constructed in three phases, as follows: the first phase is anticipated to consist of two office/research and development buildings totaling approximately 537,000 square feet of gross floor area and surface parking lots, (“Phase I”); the second phase is anticipated to consist of two office/research and development buildings and the amenity building totaling approximately 514,382 square feet of gross floor area and a parking garage (“Phase II”); and the third phase is anticipated to consist of two office/research and development buildings totaling approximately 683,150 square feet of gross floor area and a parking garage (“Phase III”). The Parties acknowledge that the number, location, and sequencing of Project phases is subject to change at the election of Owner.

11.a
May 12, 2025 Packet Pg. 969
085897\18413706v5

Page 2 of 15 ends

444444925-0852-3037 v5
C. Owner and City are parties to that certain Development Agreement dated ____, 2025, and recorded in the Official Records of San Mateo County at _________________, (“Development Agreement”). In connection with the Project, City has issued certain Project Approvals, as defined in the Development Agreement:

D. The Project includes privately owned publicly accessible campus areas as more particularly described in Exhibit B (the “POPA Areas”), attached hereto and incorporated herein. The portion of the Property that is subject to and bound by this Agreement is described in Exhibit B.

E. This Agreement shall satisfy Condition No. 75 of the Code Compliance Certificate- Design Review, Tentative Parcel Map, Grading and Dirt Hall Certificate, Protected Tree Removal and Transportation Demand Management Plan, as well as Section 2.9.4 of the Development Agreement.

F. The Parties now desire to set forth their respective rights and obligations with respect to the operation, use and maintenance of the POPA Areas.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby covenant, represent, and agree as follows:

1. Definitions. The following defined terms shall apply to this Agreement. a. “Action Plan” is defined in Section 8.
b. “Building” or “Buildings” means the building structures constructed on the Property as part of the Project.
c. “Casualty” is defined in Section 4.
d. “Effective Date” is defined in Section 3.
e. “Laws” is defined in Section 6.
f. “POPA Improvements” is defined in Section 7.
g. “Publicly Accessible Plaza Purposes” is defined in Section 2.

2. Concurrent Uses. Each Party agrees and acknowledges that the POPA Areas will be used concurrently by the public for Publicly Accessible Plaza Purposes and by Owner, Owner’s tenants, and the guests, licensees, employees, agents, servants and representatives of Owner and Owner’s tenants. Owner shall not obstruct, use or permit the use of the POPA Areas in any manner that will unreasonably interfere with regular ingress to, egress from, or public use and enjoyment of the POPA Areas Publicly Accessible Plaza Purposes. Notwithstanding the foregoing, from time to time, Owner shall have the right to close public access to some or all of the POPA Areas temporarily for specific campus/tenant events no more than once per month. “Publicly Accessible Plaza Purposes” means use of the POPA Areas as a privately owned and

11.a
May 12, 2025 Packet Pg. 970
085897\18413706v5

Page 3 of 15 ends

444444925-0852-3037 v5
maintained plaza held open to the public for public access and open space purposes, including, but not limited to, walking, sitting, picnicking, dining, active and passive recreational uses, and travel by non-automotive means, every day between and during the hours set forth in Section 5 (Operating Hours) of this Agreement.

3. Term; Termination. Owner’s obligation to make the POPA Areas available to the public under this Agreement shall commence upon City’s issuance of a certificate of occupancy for the first Building other than a parking garage for the Phase of the Project in which the POPA Areas subject to this Agreement are located (“Effective Date”). Notwithstanding the foregoing, upon forty-eight (48) hours’ prior written notice to City, Owner may temporarily limit or close the POPA Areas to perform construction activities on the POPA Areas, the POPA Improvements, or adjacent buildings and Project improvements. The term of this Agreement shall commence on the Effective Date and shall terminate at such time as City elects to terminate the Agreement in its sole and absolute discretion, or upon the occurrence of one of the events described in Section 3(a), 3(b), or 3(c), except as provided in 3(c):
a. The Project is completely demolished and not reconstructed for reasons other than those set forth in Section 3(b);
b. The Project is damaged or destroyed by a fire, earthquake, explosion, tornado, flood, or hurricane or other casualty (each, a “Casualty”), the Project is completely demolished following the Casualty, and the Project is not reconstructed; or c. The Project undergoes a substantial change that is not already permitted under the Project Approvals, and public access cannot be maintained by modifying the boundaries of or relocating any POPA Open Space. Upon Owner’s decision to propose such a substantial change to the Project, Owner shall request City’s prior written consent to modify the boundaries of or relocate any POPA Open Space, which shall not be unreasonably withheld, conditioned or delayed. Owner’s request shall include a proposed new location of such POPA Open Space or proposed modified boundaries of such POPA Open Space. City shall respond within fifteen (15) business days. If the City responds that the proposed location or new boundaries of such POPA Open Space are unacceptable, City and Owner shall meet and confer for at least thirty (30) days to identify a new location for or new boundaries of such POPA Open Space mutually agreeable to the Parties. If the City Community Development Director provides consent and the Planning Commission and/or City Council thereafter approve any necessary land use approvals for the relocation or modification of the POPA Open Space as described herein, Owner and City shall record a memorandum of modification to this Agreement or an amended and restated Agreement confirming the location, width, and dimensions for such POPA Open Space, in which case this Agreement shall not terminate (unless otherwise stated in the amended and restated Agreement).

The City Community Development Director is authorized to provide consent on behalf of the City, but such consent shall be subject to the Planning Commission and/or City Council’s approval of any land use approvals necessary for the modification or relocation.

4. Signage. The following signage shall be clearly and visibly posted within the POPA Open Space by Owner and maintained in good condition. Signs must comply with all

11.a
May 12, 2025 Packet Pg. 971
085897\18413706v5

Page 4 of 15 ends

444444925-0852-3037 v5
Laws (defined below) and Owner must obtain all required permits for the signage pursuant to Section 6 herein prior to installation.
a. A primary monument sign with the name of each POPA Open Space must be prominently located at the main entrance; additional monument signs located at secondary entrances may be considered.
b. At each entrance(s) to the POPA Open Space, a sign shall be posted with the following rules, regulations, and information for visitors:

1. announce the area as a privately owned publicly accessible open space for public recreation and use;

2. hours of use;

3. the phone number of the Owner’s representative for visitors to contact for maintenance and safety concerns; and

4. state “in case of emergencies, please call 9-1-1.”
c. Fire lane signage must be posted in accordance with Fire Code requirements.

5. Operating Hours. The POPA Areas shall be publicly accessible seven days a week from thirty (30) minutes prior to sunrise to thirty (30) minutes after sunset.

6. Compliance with Law. Owner shall comply with all applicable legal requirements including all federal, state and local laws and regulations (including City ordinances, resolutions and policies, and requirements of other agencies with authority), whether or not said laws or regulations are expressly stated in this Agreement (collectively, “Laws”) applicable to the POPA Areas, and Owner shall, at its sole cost and expense, obtain and maintain all permits and licenses, if any, as required by the Laws applicable to the POPA Areas. The “Laws” applicable to the POPA Areas during the Term of the Development Agreement are defined in the Development Agreement.

7. Maintenance. During the term of this Agreement, Owner shall maintain the POPA Areas and the improvements to be constructed within the POPA Areas in accordance with the Development Agreement and the Project Approvals (collectively, the “POPA Improvements”) in good condition. All POPA Improvements shall be repaired or replaced with materials, apparatus and facilities of at least equal quality of the materials, apparatus and facilities at initial construction of the POPA Improvements. Landscaping shall be maintained as necessary to prevent death and overgrowth of landscaping, including watering/irrigation; fertilization; removing weeds; mowing; edging; trimming of grass; tree and shrub pruning; and trimming and shaping of trees and shrubs. Owner may temporarily limit or close the POPA Areas to perform maintenance, repair and replacement activities on the POPA Areas, the POPA Improvements, or adjacent Buildings and Project improvements. Without limiting the foregoing, Owner agrees to utilize diligent good faith efforts to ensure that any maintenance, repair or other work is undertaken expeditiously and in a manner that minimizes any adverse impacts on any of

11.a
May 12, 2025 Packet Pg. 972
085897\18413706v5

Page 5 of 15 ends

444444925-0852-3037 v5
the rights under this Agreement. Owner shall erect appropriate signage and safety barriers to notify the public of any restriction on public use of the POPA Areas and/or POPA Improvements during repairs, replacements, upgrades, and modifications of the POPA Improvements or any adjacent Buildings and/or Project improvements. Owner shall provide City written notice of any complete closure of any POPA Open Space or portion thereof anticipated to last five (5) days or more.

8. Urgent Health or Safety Deficiencies.
a. City shall notify Owner in writing if the condition of the POPA Areas and/or the POPA Improvements creates an urgent deficiency related to public health and safety and specify in detail the deficiencies and the actions to be taken by Owner to cure the deficiencies. Upon notification of any maintenance deficiency pursuant to this Section 8.a, Owner shall have a reasonable time not to exceed three (3) business days present to City a plan of action with a clear schedule that will rectify the deficiency (“Action Plan”). The Action Plan shall be subject to City’s approval, with such approval not to be unreasonably withheld, conditioned, or delayed.
b. If, following notice as provided above, Owner fails to timely submit an Action Plan or, after City’s approval of the Action Plan, fails commence and diligently pursue action to cure in accordance with the approved Action Plan, or should a public health and safety emergency require immediate action, City, at its option, shall have the right (i) to seek immediate judicial relief to compel Owner submit an Action Plan, implement the approved Action Plan, or otherwise address any public health and safety emergency requiring immediate action, and/or (ii) impose penalties applicable to violations of the City’s Zoning Code pursuant to Section

18.39.050 of the San Carlos Municipal Code. In addition to the foregoing remedy, City may also pursue any and all other remedies available in law or equity in the event of Owner’s breach of the maintenance obligations set forth herein following written notice and an opportunity to cure as provided for above.

9. Rules and Regulations. Owner shall have the right to adopt, amend from time to time, and enforce reasonable rules and regulations for use of the POPA Open Space consistent with this Agreement, including for purposes of public health, safety and security, to avoid interference with commercial operations at the Project, and to ensure that the POPA Areas are available and used for Publicly Accessible Plaza Purposes. Owner shall provide City notice of such rules and post signs with the rules and regulations online and in a conspicuous location in, on, or immediately adjacent to the POPA Areas. Without limiting the generality of the foregoing, Owner shall have the right to place reasonable restrictions on the time, place, and manner of any organized gatherings in the POPA Areas and the right to reasonably restrict the use of motorized means of transportation within the POPA Areas.

10. Future Modifications. Should Owner desire to modify the POPA Area and/or POPA Improvement design, location, and/or configuration, Owner shall submit applications to City for all necessary permits pursuant to Section 6 and shall make good faith efforts to ensure that any proposed modifications provide substantially the same square footage as the POPA Areas.

11.a
May 12, 2025 Packet Pg. 973
085897\18413706v5

Page 6 of 15 ends

444444925-0852-3037 v5

11. No Liability of City. City shall not be responsible for any of the costs of maintaining, repairing, replacing or modifying the POPA Areas or POPA Improvements. In addition, neither City nor any of its officers, agents, volunteers or employees shall be liable to Owner, or its contractors, subcontractors, officers, agents or employees, for any act or omission, injury or damage that may result to any person or property, or any obligation whatsoever, arising out of or in connection with any work to be performed by Owner hereunder or by failure to perform under this Agreement, except to the extent due to the active negligence or willful misconduct of City, it officers, agents, volunteers or employees.

12. Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon Owner and its successors and assigns, and all other persons acquiring all or a portion of the POPA Areas, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law. The provisions of this Agreement shall not be construed as personal obligations of Owner or as an easement. The Parties acknowledge and agree that this Agreement is to implement Section 2.9.4 of the Development Agreement, the terms of which constitute covenants running with the land pursuant to California Government Code Section 65868.5. Each covenant herein to act or refrain from acting is intended to burden the POPA Areas, runs with the POPA Areas, and is binding on Owner and its heirs, successors and assigns. Each and every contract, deed or other instrument covering, conveying or otherwise transferring the POPA Areas or any portion thereof or interest therein shall conclusively be held to have been executed, delivered and accepted subject to this Agreement. Upon conveyance of fee title to Owner’s the POPA Areas by Owner or its successor owner, as applicable, the conveying Party shall be released from all obligations under this Agreement accruing after the effective date of such conveyance.

13. Recordation; Amendment; No Waiver. This Agreement shall be recorded in the Official Records of San Mateo County. The Parties hereto declare and agree that each of the rights granted hereunder are a burden on the POPA Areas, and shall inure to the benefit of City, its successors and assigns, and all those taking by, under or through City. This Agreement may be modified only by the written consent of the Parties, evidenced by a document that has been fully executed, acknowledged and recorded in the Official Records of San Mateo County, California. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Agreement shall be construed to be a waiver of any succeeding breach of the same or other terms, covenants, agreements, restrictions and conditions hereof.

14. Legal and Equitable Relief. Each Party shall have the right to prosecute any proceedings at law or in equity against any other Party, or any other person or entity, violating or attempting to violate or defaulting in the performance of any of the provisions contained in this Agreement in order to prevent such party, person or entity from violating or attempting to violate or defaulting in the performance of any of the provisions of this Agreement or to recover damages for any such violation or default. It is agreed that damages would be an inadequate remedy for violation of this Agreement by any party and, therefore, injunctive or other appropriate equitable relief shall be available to the other Party. The remedies available under this Section 15 shall include, by way of illustration but not limitation, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions enjoining any such violation or default, and actions for specific performance of this Agreement. The result of

11.a
May 12, 2025 Packet Pg. 974
085897\18413706v5

Page 7 of 15 ends

444444925-0852-3037 v5
every action or omission whereby any covenant, condition or restriction herein contained is violated in whole or in part is hereby declared to be and to constitute a nuisance, and every remedy allowed by law or equity against any Party, either public or private, shall be applicable against every such result and may be exercised by any Party.

15. Attorneys’ Fees. In the event that any action is brought by either Party hereto as against the other Party for the enforcement or declaration of any right or remedy in or under this Agreement or for the breach of any covenant or condition of this Agreement, the prevailing party shall be entitled to recover, and the other Party agrees to pay (in addition to any other relief that may be granted) all reasonable fees and costs to be fixed by the court therein including, but not limited to, reasonable attorneys’ fees.

16. Indemnification. Owner to the fullest extent permitted by law, shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmless the City, its officers, elected and appointed officials, agents, contractors, representatives and employees (individually, a “City Party” and, collectively, “City Parties”) from and against any and all third party suits or actions at law or in equity, liabilities, claims, obligations, losses, demands, penalties, fines, liens, judgments, damages, costs and expenses (including reasonable attorneys’ fees) (collectively “Claims”), including, but not limited to, Claims for bodily injury, sickness, disease or death of any person or damage to real or personal property, tangible or intangible arising directly or indirectly from the acts, omissions, negligence or willful misconduct of Owner or its contractors, subcontractors, agents or employees (each, a “Owner Party” and collectively “Owner Parties”) in connection with the design, operation, or maintenance of the POPA Open Space or performance or failure to perform Owner’s obligations under this Agreement. Owner’s indemnity obligations under this Section 19 shall not extend to Claims to the extent that any such Claims are the result of the gross negligence or willful misconduct of a City Party. Owner’s duty to indemnify and hold harmless City includes the duty to defend as set forth in Civil Code section 2778. Owner’s indemnification obligations under this Section shall survive termination of this Agreement until such time as the statute of limitations periods for Claims that arose prior to termination expiration or termination has run.

17. Insurance.
a. Owner shall obtain and maintain at all times during the Term insurance against claims for injuries to persons or damage to property that may arise out of any manner including (a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about the POPA Areas, or any part thereof, whether such injury, death, damage or destruction is caused by the person or property of the Owner, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than “A-:VII”.
b. Coverages and Limits. Owner, at its sole expense, shall continuously maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Owner’s indemnification obligations under this Agreement.

11.a
May 12, 2025 Packet Pg. 975
085897\18413706v5

Page 8 of 15 ends

444444925-0852-3037 v5

1. Commercial General Liability Insurance. Owner shall maintain occurrence based coverage with limits not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to state that the insurance will be primary and not contribute with any insurance or self-insurance maintained by the City.

2. Business Automobile Liability Insurance. Owner shall maintain coverage with limits not less than $1,000,000 per each accident for owned, hired and non-owned automobiles.

3. Workers’ Compensation and Employer’s Liability Insurance.

Owner shall maintain coverage as required by the California Labor Code and Employer’s Liability limits with limits not less than $1,000,000 per each accident for bodily injury or disease. The Worker’s Compensation policy shall contain an endorsement stating that the insurer waives any right to subrogation against the City, its officers, agents, employees, and volunteers. c. Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Owner shall provide to City certificates of insurance and abovereferenced endorsements sufficient to satisfaction of City’s Risk Manager. In no event shall Owner commence any work under this Agreement until certificates of insurance and endorsements have been accepted by City’s Risk Manager. d. Failure to Maintain Coverage. If Owner fails to comply with these insurance requirements, then City will have the option to declare Owner in default. e. Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements.

18. Notices. Any notices required or permitted hereunder shall be in writing and shall be served on the Parties at the addresses set forth below. Each such notice shall be either sent by: (a) overnight delivery using a nationally recognized overnight courier, in which case notice shall be deemed delivered upon receipt or refusal of delivery; (b) by sending the same to such Party by registered or certified mail, return receipt requested, with postage prepaid, in which case notice shall be deemed delivered upon receipt or refuse of delivery; or (c) personal delivery, in which case notice shall be deemed delivered upon receipt or refusal of delivery. A Party’s address may be changed by written notice to the other Parties. Notice given by counsel shall be deemed given by the Party represented by such counsel.

To City: City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attn: City Manager

11.a
May 12, 2025 Packet Pg. 976
085897\18413706v5

Page 9 of 15 ends

444444925-0852-3037 v5
With copies to: City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attn: City Attorney
and
City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attn: CDD Director
To Owner:
________________
________________
________________
With a copy to:
________________
________________
________________

19. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument (“Mortgage”); provided, however, that any successor of Owner to the Property shall be bound by this Agreement whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise. Neither City nor Owner shall be permitted to cancel, surrender or materially modify the terms of this Easement Agreement without the consent of any mortgagee of record. Any mortgagee of record shall have the right (but not the obligation) to perform Owner’s obligations hereunder. Without limiting the foregoing, in the event of a default on the part of Owner hereunder, each mortgagee that has given notice of its Mortgage to City (each a “Mortgagee”) shall have the right (but not the obligation) during the same period available to Owner to cure or remedy, or to commence to cure or remedy, the default claimed or the areas of noncompliance set forth in City’s notice, provided that Mortgagee shall have an additional fifteen (15) days (with respect to monetary defaults only) or an additional thirty (30) days (with respect to non monetary defaults), or such reasonable period of time beyond thirty (30) days, if such non-monetary default is not susceptible to being cured within such thirty (30) days, beyond the applicable cure period set forth in this Agreement within which to cure or to commence the curing of such default as therein provided during which additional period this Agreement shall remain in full force and effect (nothing contained herein shall obligate a Mortgagee to cure a default, it being understood that any election to cure a default shall be at the Mortgagee’s sole option). In case of a default that is not susceptible of being cured by the Mortgagee, this Agreement will remain in full force and effect if Mortgagee institutes proceedings to acquire title to the Property by foreclosure or otherwise, and diligently prosecutes the same to completion. If the Mortgagee, or its nominee, or a purchaser at a foreclosure sale, or by deed in lieu of foreclosure, shall cure all defaults that are susceptible of

11.a
May 12, 2025 Packet Pg. 977
085897\18413706v5

Page 10 of 15 ends

444444925-0852-3037 v5
being cured by such Mortgagee, or by such purchaser, as the case may be, then the defaults of any prior holder of the defaulting Owner’s interest hereunder that are not susceptible of being cured by such Mortgagee or by such purchaser shall no longer be deemed to be defaults hereunder. In the event any Mortgage encumbering the Property shall be foreclosed, the Owner shall remain liable for any defaults under this Agreement existing at the time of any foreclosure, and the successor in title of Owner to the Property shall be responsible only to the extent necessary to bring the Property into current compliance with Owner’s obligations under this Agreement, and not for any past uncured defaults. Upon request of any such mortgagee, the City will confirm the provisions hereof in a separate writing in favor of any Mortgagee, along with such changes reasonably requested by such Mortgagee and consented to by the City (not to be unreasonably withheld, conditioned or delayed).

20. Subordination. Owner shall cause the Mortgagee of any Mortgage recorded against the POPA Areas as of the recordation date hereof to subordinate the lien of its Mortgage to this Agreement within sixty (60) days following the effective date of this Agreement with the form of subordination agreement substantially as set forth on the Lender Consent and Subordination page immediately following the signature page hereof, or such other form as is reasonably approved by the City Attorney.

21. Estoppel Certificates. Any Party to this Agreement shall, promptly upon the request of any other Party or any Mortgagee, execute, acknowledge and deliver to or for the benefit of the requesting Party (or Mortgagee, if applicable), at any time, from time to time, and at the expense of the Party (or, if requested by any Mortgagee, Owner) requesting a certificate as herein below described, its certificate certifying (l) that this Easement Agreement is unmodified and in full force and effect (or, if there have been modifications, that this Easement Agreement is in full force and effect, as modified, and stating the modifications), (2) whether there are then existing any charges, offsets or defenses against .the enforcement of any agreement, covenant or condition hereof on the part of the Party requesting (or, if requested by a Mortgagee, Owner) the certificate to be performed or observed (and, if so, specifying the same), (3) whether there are then existing any defaults on the part of the Party requesting the certificate (or, if requested by a Mortgage, Owner) known to the Party delivering the certificate in the performance or observance of any agreement, covenant or condition hereof to be performed or observed and whether any notice has been given of any default that has not been cured (and, if so, specifying the same), and (4) any other matters reasonably requested.

22. Miscellaneous.
a. Captions. The captions of this Agreement are inserted only as a matter of convenience and for reference. They do not define, limit, or describe the scope or intent of this Agreement and they shall not affect the interpretation hereof. b. Exhibits and Recitals. The Recitals above and each of the exhibits attached hereto are incorporated herein by reference.
c. Entire Agreement. This Agreement, together with the Development Agreement and the Project Approvals represent the entire understanding of the Parties as to those matters contained herein. No prior or other understanding shall be of any force or effect with

11.a
May 12, 2025 Packet Pg. 978
085897\18413706v5

Page 11 of 15 ends

444444925-0852-3037 v5
respect to those matters covered herein. The Parties acknowledge that this Agreement has been executed pursuant to the terms of the Development Agreement and that Sections 2.9.4 and 2.9.5 of the Development Agreement are incorporated herein by this reference. d. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California, without regard to conflict of law principles. e. No Partnership, Co-venture, or Principal-Agent Relationship. Nothing in this Agreement is intended to or does establish the Parties hereto as partners, coventurers, or principal and agent with one another.
f. No Third-Party Beneficiaries. Nothing in this Agreement shall provide any benefit to any third party (including but not limited to members of the public) or entitle any third party to any claim, cause of action, remedy or right of any kind. g. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of the POPA Areas, the POPA Improvements, or any other portion of the Property to the general public or for any public purpose whatsoever, it being the intention of the Parties that this Agreement shall be limited to and for the purposes herein expressed. Owner shall reserve the right to record and/or post notices pursuant to Civil Code Sections 813 and/or 1008 with regard to the POPA Areas.
h. Force Majeure. The time within which Owner shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably and beyond the reasonable control of the Party seeking the delay by strikes; lock-outs; Acts of God; severe and unsafe weather; unavailability of materials or labor by reason of regulations or order of any governmental or regulatory body; unavailability of labor for any other reason beyond the reasonable control of the Party seeking the delay; changes in local, state or federal laws or regulations, any development moratorium, or any action of other public agencies that regulate land use, development or the provision of services when any of the foregoing prevents, prohibits or delays construction of the Project; enemy action; riots; insurrections; civil disturbances; wars; terrorist acts; fire; unavoidable casualties; natural disasters; emergency declarations; epidemics; pandemics; government mandated shutdowns; litigation involving this Agreement or the Project Approvals (as defined in the Development Agreement); any other cause beyond the reasonable control of Owner that substantially interferes with carrying out the development of the Project; or the occurrence of any of the following events: (a) the governmental offices where any action required under this Agreement (collectively, “Government Offices”) are not open for business and any Government Offices’ systems are not operational such that such action cannot occur; (b) any other third party is not open for business such that its services required as necessary for a Party to perform obligations under this Agreement cannot be performed; (c) overnight couriers are not operating such that any documents cannot be delivered to the extent such documents are required to be originals; or (d) financial institutions or wire transfer systems are not operating, such that, as part of consummation of financial transactions contemplated hereby cannot occur) (each of the events described in (a) through (d), a “Government Closure” (collectively, “Force Majeure Events”). Such extension(s) of time shall not constitute a default under this Agreement and shall occur at the request of any Party. For the avoidance of doubt, none of the foregoing is

11.a
May 12, 2025 Packet Pg. 979
085897\18413706v5

Page 12 of 15 ends

444444925-0852-3037 v5
Force Majeure Event: (1) a decline in market conditions; (2) economic recessions; (3) inability to obtain credit or financing; or (4) the appointment of a receiver to take possession of the assets of Owner, an assignment by Owner, for the benefit of creditors, or any other action taken or suffered by Owner under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute.
i. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent by law.
j. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.
[Signature Page Follows]

11.a
May 12, 2025 Packet Pg. 980
085897\18413706v5

Page 13 of 15 ends

444444925-0852-3037 v5
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and year first above written.
“CITY”:

CITY OF SAN CARLOS,
a California municipal corporation
By:

City Manager
_______________
Printed Name
“OWNER”:
_________________________________,
a _______________________ company
By:

Printed Name
Title:

APPROVED AS TO CONTENT:

By: _________________________
Print Name: _________________
Its: Community Development Director
APPROVED AS TO FORM:

By: ____________________
Print Name: _________________
Its: City Attorney

11.a
May 12, 2025 Packet Pg. 981
085897\18413706v5

Page 14 of 15 ends

444444925-0852-3037 v5
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.

STATE OF CALIFORNIA )

COUNTY OF SAN MATEO )
On ____________________, 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)

11.a
May 12, 2025 Packet Pg. 982
085897\18413706v5

Page 15 of 15 ends

STATE OF CALIFORNIA )

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)

11.a
May 12, 2025 Packet Pg. 983
085897\18413706v5
4925-0852-3037 v5
Recording Requested by and
When Recorded Return to:

Exempt from Recording Fees per Govt. Code §§ 6103 and 27383 Space above This Line for Recorder’s Use Only

SUBORDINATION AND CONSENT OF LENDER
[Lender] , a _____________________, with an office at ____________________, __________________, _______________, Attention: ____________, and its successors and assigns (“Beneficiary”), is the beneficiary under that certain [Deed of Trust] , executed by [Trustor] , a _____________________, as Trustor, dated as of __________________, 20__ and recorded on __________________, 20__ in the Official Records of Santa Clara County, California (the “Official Records”) as Document No. ___________________ (the “Deed of Trust”).

The Deed of Trust encumbers the real property described as the “Property” in the Covenants, Agreements and Deed Restrictions for Privately Owned, Publicly Accessible (POPA) Campus Areas (the “Agreement”) between the City of San Carlos and Trustor dated _______________, 20__ and recorded in the Official Records of San Mateo County on __________________, 20__ as Instrument No. ________. As the beneficiary under said Deed of Trust, Beneficiary hereby consents to execution and recordation of the Agreement and agrees that Beneficiary’s interests in Owner’s Property and rights under the Deed of Trust shall be subject and subordinate to the Agreement.

Dated ___________________, 20__
[Lender],
a ________________
By:

Name:

Title:
[Signature must be notarized.]

11.a
May 12, 2025 Packet Pg. 984
085897\18413706v5
Exhibit A
4925-0852-3037 v5

EXHIBIT A

DEPICTION OF THE PROPERTY

11.a
May 12, 2025
085897\18413706v5
Exhibit B
4925-0852-3037 v5

EXHIBIT B

LEGAL DESCRIPTION AND PLAT OF POPA AREAS

11.a
May 12, 2025
4872-1003-3234 v32 Appendix I – 1
088919\14178297v25

APPENDIX I

DEFINITIONS
AB 1600 — Section 3.6.3.b
Administrative Amendment — Section 6.4.2
Agreement Date — Preamble
Agency/Agencies— Section 2.9.2.b
Alternative Creek Trail — Section 2.4.4.b
Alternative Event Space — Section 2.9.2.b
Amenity Uses — Section 2.9.2.a
Applicable General Plan — Section 3.2.a
Applicable Law – Section 11.6
Applicable Local Building Code Modifications — Section 3.2.c Applicable Rules — Section 3.2.d
Applicable Zoning Ordinance — Section 3.2.b
ARE — Preamble
Arts Master Plan — Section 2.3
Beneficial Project Features — Section 2.9
Bridge — Section 2.4.3
Brittan Owner — Section 2.5.2
Casualty — Section 2.5.1
CEQA — Recital I
City — Preamble, Section 1.1.1
City Council — Recital L
City Development Agreement Regulations — Recital C

11.a
May 12, 2025
4872-1003-3234 v32 Appendix I – 2
088919\14178297v25
Claims — Section 11.7
Community Benefit Payments — Section 2.2.1
Community Benefits — Section 2.1
Community Group(s) — Section 2.9.2.b
Conflict — Section 3.4.2.a
Creek Improvements — Section 2.4.2
Creek Notice — Section 2.4.4.b
Creek Permits — Section 2.4
Creek Rights of Entry — Section 2.4
Creek/Trail Improvements — Section 2.4
Creek Trail — Section 2.4.3
Developer — Preamble, Section 1.1.2
Development Agreement — Preamble
Development Agreement Legislation — Recital B
Director — Section 5.2
Effective Date — Section 1.3.1
EIR — Section 1.4.1
Event of Default — Section 7.1
Event Space — Section 2.9.2.b
Existing Traffic Impact Fee — Section 3.6.3.a
Finding of Compliance — Section 5.3.1
Finding of Noncompliance — Section 5.3.2
First Phase I Building COO -— Section 2.5.2
First Phase II Building COO — Section 2.4.4.a
Force Majeure Events — Section 11.2

11.a
May 12, 2025 Packet Pg. 1004
4872-1003-3234 v32 Appendix I – 3
088919\14178297v25
Future Rules — Section 3.4.2(a)
General Plan — Recital H
Government Offices — Section 11.2
Government Closure — Section 11.2
Gross Occupiable Building Space— Section 2.2.2.a
Impact Fees — Section 3.6.3
Ministerial Approvals — Section 3.5.1(c)
MMRP — Recital I
Mortgage — Section 10.1
Mortgagee — Section 10.1
Non-Intended Prevailing Wage Requirement — Section 11.5 Notice of Default — Section 7.1
Off-Site Creek Improvements — Section 2.4.2
Office/R&D — Section 3.6.3(a)
Outside Release Date — Section 2.4.4.d
Parties — Preamble
Party — Preamble
PD Plan — Section 1.4.4
PD Rezoning — Section 1.4.3
Phase I — Recital E
Phase I Surface Parking— Section 4.3
Phase II — Recital E
Phase III — Recital E
Planning Commission — Recital L
Processing Fees — Section 3.6.2
Project — Recital E

11.a
May 12, 2025
4872-1003-3234 v32 Appendix I – 4
088919\14178297v25
Project Approvals — Section 1.4
Project Creek Improvements — Section 2.4.1
Project Event Space — Section 2.9.2.b
Property — Recital D
Public Artwork — Section 2.3
Replacement Provisions — Section 11.5
Revised Traffic Impact Fee — Section 3.6.3.a
State or Federal Law — Section 3.4.3
Subsequent Approvals — Section 1.4.10
TDMP — Section 1.4.8
Tentative Parcel Map — Section 1.4.6
Term — Section 1.3.2
TMA — Section 2.6
TMA Plan — Section 2.6.1
TMA District — Section 3.7
Transfer — Section 9.1
Tree Permit — Section 1.4.7
Vested Elements — Section 3.2
Vision Plan — Recital H

11.a
May 12, 2025 Packet Pg. 990
4872-1003-3234 v32 - i -
088919\14178297v25

TABLE OF CONTENTS
Page
ARTICLE 1. GENERAL PROVISIONS ...................................................................................... 3

1.1. Parties. .................................................................................................................... 3

1.2. Property Subject to this Development Agreement................................................. 4

1.3. Term ....................................................................................................................... 4

1.4. Project Approvals................................................................................................... 4

1.5. Definitions.............................................................................................................. 5 ARTICLE 2. COMMUNITY BENEFITS AND ADDITIONAL BENEFICIAL PROJECT FEATURES ......................................................................................... 5

2.1. Community Benefits .............................................................................................. 5

2.2. Community Benefit Payments ............................................................................... 6

2.3. Public Artwork ....................................................................................................... 6

2.4. Creek/Trail Improvements ..................................................................................... 6

2.5. Easements and Agreements ................................................................................... 8

2.6. Transportation Management Association Formation............................................. 9

2.7. School District Contribution ................................................................................ 10

2.8. Commercial Street ............................................................................................... 10

2.9. Additional Beneficial Project Features ................................................................ 10

2.10. Sales Tax Point of Sale Designation .................................................................... 12 ARTICLE 3. DEVELOPMENT OF THE PROPERTY .............................................................. 13

3.1. Project Development ............................................................................................ 13

3.2. Vested Elements................................................................................................... 13

3.3. Development Construction Completion .............................................................. 14

3.4. Effect of Project Approvals and Applicable Rules; Future Rules ....................... 15

3.5. Processing Subsequent Approvals ....................................................................... 17

3.6. Development Fees, Exactions; and Conditions ................................................... 18

3.7. Taxes, Assessment Districts, or Other Funding Mechanisms.............................. 20

3.8. Life of Project Approvals and Subdivision Maps ................................................ 21

3.9. Further CEQA Environmental Review ................................................................ 21

3.10. Developer’s Right to Rebuild .............................................................................. 22 ARTICLE 4. ADDITIONAL RIGHTS AND OBLIGATIONS OF THE PARTIES .................. 22

4.1. Conveyance of Public Infrastructure ................................................................... 22

4.2. Reimbursement .................................................................................................... 22

4.3. Surface Parking Lot ............................................................................................. 22 ARTICLE 5. ANNUAL REVIEW .............................................................................................. 23

5.1. Annual Review..................................................................................................... 23

5.2. Developer Compliance Letter .............................................................................. 23

5.3. Director Review ................................................................................................... 24

5.4. Appeal or Referral to City Council ...................................................................... 24

5.5. Appeal Hearings................................................................................................... 25

5.6. Final Determination ............................................................................................. 25

5.7. Relationship to Default Provisions ...................................................................... 25

11.a
May 12, 2025
4872-1003-3234 v32 - ii -
088919\14178297v25
ARTICLE 6. AMENDMENTS ................................................................................................... 26

6.1. Amendments to Development Agreement Legislation ........................................ 26

6.2. Amendments to or Cancellation of Development Agreement ............................. 26

6.3. Operating Memoranda ......................................................................................... 26

6.4. Amendments to Project Approvals ...................................................................... 27 ARTICLE 7. DEFAULT, REMEDIES AND TERMINATION ................................................. 28

7.1. Events of Default ................................................................................................. 28

7.2. Meet and Confer .................................................................................................. 28

7.3. Remedies and Termination .................................................................................. 28

7.4. Legal Action by Parties ........................................................................................ 29

7.5. Effects of Litigation ............................................................................................. 29

7.6. Judicial Reference ................................................................................................ 30

7.7. Termination .......................................................................................................... 30 ARTICLE 8. COOPERATION AND IMPLEMENTATION ..................................................... 31

8.1. Further Actions and Instruments .......................................................................... 31

8.2. Regulation by Other Public Agencies .................................................................. 31

8.3. Other Governmental Permits and Approvals; Grants .......................................... 31

8.4. Cooperation in the Event of Legal Challenge ...................................................... 32

8.5. Revision to Project ............................................................................................... 33

8.6. State, Federal, or Case Law ................................................................................. 33

8.7. Defense of Agreement ......................................................................................... 33

8.8. Encroachment Permits ......................................................................................... 33 ARTICLE 9. TRANSFERS AND ASSIGNMENTS .................................................................. 33

9.1. Right to Assign .................................................................................................... 33

9.2. Release upon Transfer.......................................................................................... 34

9.3. Covenants Run with the Land .............................................................................. 34 ARTICLE 10. MORTGAGEE PROTECTION; CERTAIN RIGHTS OF CURE ...................... 35

10.1. Mortgagee Protection ........................................................................................... 35

10.2. Mortgagee Not Obligated .................................................................................... 35

10.3. Notice of Default to Mortgagee; Right of Mortgagee to Cure............................. 35

10.4. Limitation of Liability.......................................................................................... 36

10.5. No Supersedure .................................................................................................... 36

10.6. Technical Amendments to this Article 10 ........................................................... 36 ARTICLE 11. MISCELLANEOUS PROVISIONS .................................................................... 36

11.1. Limitation on Liability ......................................................................................... 36

11.2. Force Majeure ...................................................................................................... 37

11.3. Notices, Demands and Communications Between the Parties ............................ 38

11.4. Project as a Private Undertaking; No Joint Venture or Partnership ..................... 39

11.5. Non-Intended Prevailing Wage Requirements .................................................... 39

11.6. Compliance with Law .......................................................................................... 40

11.7. Indemnification .................................................................................................... 40

11.8. Severability .......................................................................................................... 40

11.9. Section Headings ................................................................................................. 41

11.10. Construction of Agreement .................................................................................. 41

11.a
May 12, 2025
4872-1003-3234 v32 - iii -
088919\14178297v25

11.11. Entire Agreement ................................................................................................. 41

11.12. Estoppel Certificates ............................................................................................ 41

11.13. Recordation .......................................................................................................... 42

11.14. No Waiver ............................................................................................................ 42

11.15. Time Is of the Essence ......................................................................................... 42

11.16. Governing Law .................................................................................................... 42

11.17. Attorneys’ Fees .................................................................................................... 42

11.18. Third Party Beneficiaries ..................................................................................... 42

11.19. Constructive Notice and Acceptance ................................................................... 43

11.20. Counterparts ......................................................................................................... 43

11.21. Authority .............................................................................................................. 43

11.a
May 12, 2025 Packet Pg. 993

CODE COMPLIANCE CERTIFICATE

DESIGN REVIEW, TENTATIVE PARCEL MAP, GRADING AND DIRT HALL CERTIFICATE,

PROTECTED TREE REMOVAL AND TRANSPORTATION DEMAND MANAGEMENT PLAN This is to certify that the San Carlos Planning and Transportation Commission on April 21, 2025, granted approval of Design Review, Tentative Parcel Map, Tree Removal, Grading and Dirt Haul Certificate, Protected Tree Removal and Transportation Demand Management Plan to the applicant and owner of 900 and 960 Industrial Road; 961- 967, 987, 1003, 1011, 1015, 1057 and 1075 Commercial Street; and 915, 921, 1015, 1055 and 1063 Old County Road, Alexandria Real Estate Equities Inc, (hereafter "Applicant") (APNs 046-162-010, 046-162-210, 046-162-270, 046-162-280, 046-162-290, 046-184-090, 046-184-110, 046-184-120, 046-184-280, 046-184- 290 and 046-184-300)
This Certificate provides Design Review approval for the Phase 1 improvements consisting of two new research & development life science buildings with a total of 502,610 square feet with 1,011 surface parking spaces and associated landscape improvements, construction of Commercial Street improvements and a new traffic signal at Commercial Street and Old County Road. This Certificate also approves the Tentative Parcel Map, Grading and Dirt Haul, Protected Tree Removal and Transportation Demand Management Plan for the entire Project.

The effective date of this Certificate shall be the effective date of the Planned Development Zoning. The project shall be subject to the requirements set forth in the Planned Development Zoning, the Development Agreement, Mitigation Measures in the approved Mitigation Monitoring and Reporting Plan and the subject to the following conditions. Any reference in these conditions to applicable City codes, regulations, standards, policies, or fees shall mean those codes, regulations, standards, policies and fees applicable to the Project in accordance with the Project Development Agreement.

1. All structures, parking areas, and landscaping shall be in substantial compliance with the plans prepared by Gensler, Freyer & Laureta and SurfaceDesign, dated March 12, 2025 and consisting of sixty-six (66) sheets, as presented to and approved by the Planning and Transportation Commission at the April 21, 2025 hearing.

2. Construction of this project shall be in substantial conformance with the plans approved by the Planning and Transportation Commission on April 21, 2025. If the Building Division's set of drawings, or other subsequent plans, differ substantially as determined by Planning Staff from the approved drawings, the set of drawings shall require re-review by the Planning and Transportation Commission.

3. Pursuant to San Carlos Municipal Code Chapter 18.29, the colors and materials of the structure and improvements shall be in substantial compliance with those presented and described within the application materials. Any changes determined to be substantial as determined by the Community Development Director shall be reviewed and approved by the Planning Commission.

11.a
May 12, 2025 Packet Pg. 994
2 4. New signs are subject to compliance with San Carlos Municipal Code Chapter 18.22 and the Master Sign Program approved in the Planned Development Zoning and Planned Development Permit. No signs have yet been approved as part of this project. New signs require review and approval of a staff level Sign Permit for consistency with the Master Sign Program.

5. Prior to the issuance of a Final Certificate of Occupancy, a Landscape Architect shall certify in writing that the landscaping and irrigation systems are installed in accordance with the approved landscape and irrigation plan.

6. Pursuant to San Carlos Municipal Code Chapter 18.29, a final exterior lighting plan with specifications in conformance with the approved plans is subject to review and approval by the Planning Division prior to Building Permit issuance.

7. The developer shall be responsible for the maintenance of all the on-site landscaping within the project and shall maintain the landscape in proper growing condition for the life of the project to the satisfaction of the Community Development Director.

8. If human remains are unearthed during ground-disturbing activities, Section 7050.5(b) and (c) of the California Health and Safety code will be implemented. Section 7050.5(b) and (c) states:
(b) In the event of discovery or recognition of any human remains in any location other than a dedicated cemetery, there shall be no further excavation or disturbance of the site or any nearby area reasonably suspected to overlie adjacent remains until the coroner of the county in which the human remains are discovered has determined, in accordance with Chapter 10 (commencing with Section 27460) of Part 3 of Division 2 of Title 3 of the Government Code, that the remains are not subject to the provisions of Section 27492 of the Government Code or any other related provisions of law concerning investigation of the circumstances, manner and cause of death, and the recommendations concerning treatment and disposition of the human remains have been made to the person responsible for the excavation, or to his or her authorized representative, in the manner provided in Section 5097.98 of the Public Resources Code. The coroner shall make his or her determination within two working days from the time the person responsible for the excavation, or his or her authorized representative, notifies the coroner of the discovery or recognition of the human remains.
(c) If the coroner determines that the remains are not subject to his or her authority and if the coroner recognizes the human remains to be those of a Native American, or has reason to believe that they are those of a Native American, he or she shall contact, by telephone within 24 hours, the Native American Heritage Commission. [In which case, section 5097.98 of the California Public Resources Code would apply.]

9. To the extent consistent with the Fire Code, all new Fire Department Connections and backflow devices proposed shall be as unobtrusive as possible. All fire water plumbing shall be aesthetically placed behind a design element to screened to the extent feasible. Final design and placement shall be subject to Planning Division review and approval prior to Building Permit issuance.

11.a
May 12, 2025 Packet Pg. 1011
3 10. Efficient irrigation systems shall be used throughout all landscaped areas in accordance with the Model Water Efficient Landscape Ordinance, Zoning Ordinance Section 18.18.080.

11. Whenever feasible, and consistent with the landscaping plans approved for the project as referenced in Condition #1 above, the project shall incorporate landscaping that minimizes irrigation and runoff, promotes surface infiltration, minimizes the use of pesticides and fertilizers, and incorporates other appropriate sustainable landscaping practices such as BayFriendly Landscaping.

12. Prior to issuance of a building permit, a preconstruction meeting shall be held with Community Development Department staff, the architect, applicant, and contractor to review the plans and conditions of approval.

13. The project shall comply with all conditions and requirements of the Airport Land Use Commission (ALUC) and Federal Aviation Administration (FAA). The structure heights shall not exceed the heights approved by the ALUC or FAA at any time for the life of the project. At the time of Building Permit submittal, the applicant shall demonstrate compliance with Airspace Protection Policy 6 of the Airport Land Use Compatibility Plan for the Environs of San Carlos Airport (SQL ALUCP).

14. Hazardous Materials: If required based on the use of future tenants, a list of hazardous materials and their quantities shall be submitted on a room-by-room basis with a comparison to the materials and quantities allowed by CBC Tables 307.1(1) and 307.1(2).

15. All mechanical and electrical equipment shall be incorporated into the design of buildings or screened to the satisfaction of the Community Development Director (SCMC Section

18.15.090) and shall comply with the approved screening as shown in the Plan Set as approved and referenced in Condition #1 above.

16. The applicant shall comply with all applicable requirements of the Fire Department in accordance with the applicable Building Code.

17. The applicant shall pay the commercial linkage fee and childcare impact fee prior to the issuance of a building permit as calculated by the Community Development Director based on the applicable fee schedule and subject to the Project’s Development Agreement.

18. Consistent with plan check procedures for Building Permit consideration and section

12.80.060 of the SCMC, proper foundation engineering and construction shall be performed in accordance with the recommendations of a Registered Geotechnical Engineer and a Licensed Professional Engineer. The structural engineering design, with supporting Geotechnical Investigation, shall incorporate seismic parameters compliant with the California Building Code.

19. Project plans shall include a note regarding the elevation and floodproofing of non-residential construction per City Ordinance 15.56.150.C.

20. All project plans and reports shall be stamped and signed by Engineer or Architect of record.

21. Construction Activities shall comply with the City’s noise ordinance (Chapter 9.30 of the San Carlo Municipal Code).

11.a
May 12, 2025 Packet Pg. 1012
4 22. A report, documenting the TDM activities undertaken and their results, shall be submitted to the Director annually after the first year of full occupancy of any building at the responsibility of the applicant and/or its tenant(s). A three and five-year review shall evaluate the overall effectiveness of all of the TDM activities and may suggest new or modified activities or substitute activities to meet the program's objectives, per the Director's review and approval.

The Director may impose reasonable changes to assure the program's objectives will be met.

The applicant and/or its tenant(s) shall be required to pay for the costs associated with the City review of the annual and five-year review reports. The owner and/or future tenants shall be responsible for ensuring that C/CAG TDM Policy requirements and monitoring and reporting are met, to the extent applicable.

23. Pursuant to Chapter 18.25 of the City of San Carlos Municipal Code and San Mateo County Congestion Management Program Land Use Implementation Policy (C/CAG TDM Policy), the Transportation Demand Management Plan shall be implemented for the life of the project as presented to and approved by the Planning and Transportation Commission. The owner and/or future tenants shall be responsible for supplying Planning Staff with the contact information for the Designated TDM Contact person.

24. As new more efficient and effective TDM measures become available to reduce vehicle trips, these measures may be included or substituted to maintain the trip reduction levels described in the Plan.

25. A Transportation Management Association (TMA) shall be established in San Carlos to serve the project site in accordance with the terms of the DA. The property owner and/or tenants shall participate in the TMA for the life of the project. The level of financial contribution of the participants in the TMA shall be based on an equitable measure such as square footage (or similar metric) as agreed upon by the participants and the City.

26. All new electrical, telephone, cable television, and similar distribution lines providing direct service to the Project shall be installed underground (SCMC Section 18.15.120). Compliance shall be demonstrated in both architectural and civil plans.

27. Prior to Building Permit issuance, the Applicant shall provide documentation that Recology (or successor solid waste hauler) has reviewed and deemed adequate the proposed on-site trash and recycling accommodations. The Applicant shall provide a final Trash Management Plan confirming review and approval by Recology, including the final dumpster enclosure design.

28. A grading/hauling permit shall be obtained from the Public Works Department prior to start of construction. Grading shall only be permitted between the hours of 8:00 a.m. and 5:00 p.m.

Monday through Friday and 9:00am to 5:00pm on Saturdays. No grading activities on Sundays and holidays as specified in San Carlos Municipal Code Section 9.30.070 (B). Dirt haul activities shall be limited to the hours of 9:00 a.m. and 4:00 p.m. Monday through Friday.

No dirt haul work shall be permitted on Saturday, Sundays and holidays, as specified in San Carlos Municipal Code Section 15.36. The City Engineer has the discretion to grant exceptions to the grading and hauling times.

29. An encroachment permit must be obtained from the Public Works Department prior to the start of any work within the public right-of-way or a public utilities easements including, but not limited to, the installation of sewers and other utilities, sidewalk, curb and gutter, driveway, wall fence, or other construction. An encroachment permit is also required for the placement of debris boxes, storage containers, or construction materials within the public right-of-way.

11.a
May 12, 2025 Packet Pg. 1013
5 30. Prior to demolition and/or permit issuance, Developer shall obtain approval from the City of the solid waste handling plan and demonstrate conformance with the City debris recycling regulation in accordance with the City Municipal Code Regulations, Title 8. Chapters 8.04 and

8.05. 31. A grading permit will be required from Public Works and the following conditions shall apply:
a. The Developer’s civil engineer shall submit a drainage report, hydrologic study, hydraulic calculations, and drainage improvement plans. Storm water shall, under no circumstances, be introduced into the sanitary sewage system, but shall be confined to surface and subsurface drainage facilities provided. Applicant must provide pre-improvement runoff and post-improvement runoff calculations. Postimprovement runoff totals cannot exceed pre-improvement runoff totals. b. The Developer shall submit detailed earthwork quantity calculations that include total cut, fill and import or export quantities. Provide an earthwork quantities table on Grading plan sheet with the following:
i. Total displaced quantities, including cut and fill amounts ii. Total hauling quantities, including import and off-haul c. Based on the extent of the grading plan, a Grading Bond, in an amount to be determined by the City Engineer, shall be posted and remain in place until all grading is complete and approved.
d. Prior to issuance of a Grading Permit, the applicant shall submit a proposed haul route plan and obtain approval from Public Works Department.

32. Soils Report: The geotechnical report provided for this project is dated November 19, 2024 (Geotechnical Investigation, Alexandria Center for Life Science – San Carlos Phase 1, by Langan CA, Inc.. Reports dated more than two years from the submittal date of the Grading Permit should be accompanied by a geotechnical update letter noting that the report is still valid, updating any code references and providing any additional recommendations that should be followed.

In addition, prior to issuance of a Grading Permit, Developer shall submit a design-level geotechnical investigation prepared by a qualified geologist. All recommendations in the approved geotechnical investigation shall be incorporated into the project design. The geotechnical investigation shall address, at a minimum, the following issues:
a. compressible soils,
b. liquefaction,
c. expansive soils,
d. loose surficial soils,
e. shallow groundwater
f. corrosive soils

33. All plans shall be prepared using a benchmark based on City standards and datum provided on the City website.

34. Developer shall submit with the first building permit application an existing condition plan showing the following information:

11.a
May 12, 2025 Packet Pg. 1014
6 a. Topographic information, existing contours, elevations, trees, structures and above-ground features
b. Resolved boundary
c. Existing public and private easements
d. Existing curb lines, sidewalk, signal pole, street light utility boxes, driveways, underground utilities or frontage streets
e. Existing lot line and lot areas

34. Developer shall submit a Storm Water Management Plan for Phase 1 in accordance with the following timeline:
a) At the time of building permit plan check submittal or grading plan submittal, Developer shall submit a “final” Stormwater Management Plan and Report. Site grading, drainage, landscaping and building plans shall be consistent with the approved Stormwater Management Plan. The Plan and Report shall be prepared by a licensed Civil Engineer and certify that measures specified in the report meet the C.3 requirements of the Regional Water Quality Control Board (RWQCB) Order, and shall be implemented as part of the site improvements.
b) Prior to building permit issuance, Developer shall submit an Operation and Maintenance (O&M) Plan for the long-term operation and maintenance of C.3 treatment facilities.
c) Prior to Final occupancy of the Phase I buildings, Developer shall execute and record an O&M Agreement with the City for the operation, maintenance and annual inspection of the C.3 treatment facilities associated with the Phase 1 development.

The Stormwater Management Plan shall be prepared and implemented in compliance with the San Mateo Countywide Water Pollution Prevention Program (SMCWPPP), Provision C.3 of the County’s Municipal Regional Stormwater NPDES Permit and any other required provisions of the City of San Carlos Municipal Code. The plan shall specify best management practices for the control and prevention of stormwater pollution. The plan shall address both construction-phase and post-construction pollutant impacts from development. Constructionphase measures shall include: erosion control measures such as installing fiber rolls, silt fences, gravel bags, or other erosion control devices around and/or downslope of work areas and around storm drains prior to earthwork and before the onset of any anticipated storm events; monitoring and maintaining all erosion and sediment control devices; designating a location away from storm drains when refueling or maintaining equipment; scheduling grading and excavation during dry weather; and removing vegetation only when absolutely necessary.

Post-construction drainage controls shall be specified to capture and treat stormwater onsite.

35. Provide full-trash capture measures compliant with Section C.10 of the Multiple Regional Permit for Stormwater at each outfall.

36. Prior to Building Permit issuance, the Applicant shall provide an updated storm drain report.

The report shall include hydraulics and hydrology, drainage area maps, sizing of on-site system and show post development run-off does not exceed pre-development runoff.

37. Prior to Building or Grading Permit issuance, the WDID # shall be shown on the building plan set as the total land disturbed proposed during construction is greater than one (1) acre. All sites that disturb in excess of one (1) acre of land shall demonstrate coverage under the State

11.a
May 12, 2025 Packet Pg. 1015
7 Construction Activity Stormwater General Permit, which includes a Notice of Intent, WDID #, and a SWPPP.

39. If at any time the stormwater treatment design is changed to in-ground treatment system, a supplemental geotechnical investigation may be required. In-situ percolation testing to be performed at representative locations throughout the site to determine characteristic infiltration rates and/or soil conditions are stable for the proposed bioretention areas may be required.

40. Prior to the issuance of any building, demolition, or grading permit, Developer shall submit an Erosion and Sediment Control Plan as a part of an improvement plan submittal. The erosion and sediment control plan shall show all construction best management practices (BMPs) and shall comply with the requirements of the NPDES, the Municipal Regional Permit Order R2- 2009-0074 (MRP), and the City's stormwater and urban runoff pollution control standards and guidelines (City's Clean Water Program). Developer shall ensure that all contractors and subcontractors install and regularly maintain all construction BMPs as required by the approved erosion and sediment control plan.

41. Prior to issuance of any demolition or building permits, the applicant shall demonstrate that any proposed permeable pavement system will drain at a rate, not to exceed the predevelopment flow.

42. Provide an updated Pulgas Creek Flood Memo, demonstrating the post-construction condition of Phase 1 construction does not result in increased off-site flooding.

43. The civil plans for the Phase 2 improvements shall incorporate the required storage, the floodplain flow path, channel widening discussed in the Pulgas Creek Flood memo, and diversion culvert. The civil plans shall provide calculations and sufficient detail demonstrating conformance with the Flood Memo to the satisfaction of the City Engineer.

44. Prior to completion of Phase 2 improvements, a permanent drainage release easement shall be dedicated over the on-site areas that will flood. The property owner shall execute a holdharmless agreement with the City, taking responsibility for any damage or cleanup required as a result of flooding.

45. The development is located within the FEMA 100-year flood zone. The property owner is required to obtain a Floodplain Development Permit from the City prior to construction within the flood zone. The applicant shall submit a plan to address emergency response, include a maintenance and operation plan to address protection of utilities and other ancillary improvements from flooding and access during flood events.

46. Prior to a building permit issuance for Phase 1, submit civil plans for Phase 1 grading and parking lot improvements that conform to the model in the Pulgas Creek Flood memo.

47. All storm water inlets shall be marked with appropriate stormwater pollution prevention message such as “no dumping – flows to bay.” Developer is responsible to add these markings upon construction.

48. Developer shall submit with the building permit application a landscape plan showing proposed landscape treatment within the C.3 storm water treatment areas for review

11.a
May 12, 2025 Packet Pg. 1016
8 applicable for each phase of development.

49. Prior to Building Permit issuance, the Applicant shall provide a roof slope and roof leader plans showing the location of downspouts and direction of flow associated with the drainage area for each leader with the civil drawings.

50. All existing utilities shall be properly disconnected before the existing building can be demolished. Developer shall demonstrate to City Engineer how the existing water service(s), sewer service(s) and storm service(s) will be disconnected prior to doing so. All existing utilities shall be disconnected and/or abandoned as directed and to the satisfaction of the City Engineer.

51. The two existing pump stations serving the site shall be abandoned and the on-site system shall be designed to flow by gravity.

52. A sewer permit shall be obtained from the Public Works Department prior to starting of any sewer construction work.

53. Developer shall submit with the building permit application projected sewer flow calculations and a sanitary sewer capacity study analyzing potential impact to the existing sanitary sewers for the building subject to the building permit application, as directed by the City Engineer.

Any costs associated with the analysis shall be paid by the Developer.

54. Per City standard details, approved materials for sewer laterals are HDPE DR21 or better, and PVC SDR-26 or better; and a 2% minimum slope is required. VCP is not a City approved material and noting 1% minimum slope for new sewer laterals is not consistent with the City standard details. Revise and include inverts necessary to verify slopes with the building permit submit.

55. Project plans shall show a backflow prevention device for the sewer lateral which shall be onsite and owned and maintained by owner.

56. Prior to issuance of any grading and/or building permit, Developer shall obtain approval from the City Engineer of the water, sewer, and storm drain studies for Phase 1 development.

These studies shall provide detailed calculations to confirm adequate design of these utilities.

57. Prior to Building permit issuance, the Applicant shall submit a water system analysis for Phase 1 showing required demand for project including fire flow calculations and existing water systems ability to handle domestic and fire demand for project.

58. Prior to Building Permit issuance, the Applicant shall show the on-site fire system layout including size, connection points, FDC, PIV and on-site hydrants related to that building. Fire flow calculations and proposed fire protection system including but not limited to looping of fire line, number and location of fire hydrants shall be reviewed and approved by fire marshal.

59. Developer shall own, operate and maintain all on-site (private) utilities, except where located in public easements or approved by CalWater for the water system. The separation between public and private shall be indicated by water meters & backflows (potable water), cleanouts (sewer), and manholes as directed by the City Engineer.

11.a
May 12, 2025 Packet Pg. 1017
9 60. Developer shall submit plans showing proposed water, sanitary sewer, and fire services for the each proposed building connected to a public main in the public right-of-way to the satisfaction of the City Engineer. Different types of water use (domestic, irrigation, or fire) should be served by separate water services each separately tapped at the water main.

61. Developer shall construct the Commercial Street improvements between Industrial Road and Old County Road as shown sheet E1-L7.01 of the Alexandria Center for Life Sciences Phase 1 Submittal dated March 12, 2025, and in accordance with the Project Development Agreement, to the satisfaction of the City Engineer or his/her designee with the Phase 1 building construction.

62. Existing pavement along all three street frontages shall be reconstructed or otherwise repaired/resurfaced from face of curb to face of curb. Pavement work shall be in conformance with a pavement analysis prepared by a geotechnical or pavement engineer to the satisfaction of the City Engineer.

63. Curb, gutter, and sidewalk shall be replaced along all three street frontages.

64. The sidewalks along Industrial Road, Commercial Street, and Old County Road are located outside the public right-of-way and will require a sidewalk easement over the development.

65. Existing overhead utility lines along the three property street frontages shall be placed underground. Provide a preliminary joint trench plan showing the line to be placed underground and any new dry utilities needed to serve the development.

66. The driveway approaches shall be constructed per City Standards.

67. The applicant shall pay the sewer connection, storm water fee and Transportation Impact Mitigation Fee associated with a building prior to the issuance of a building permit based on Exhibit H of the Project Development Agreement.

68. A Construction Operations and Staging Plan, including traffic control, shall be submitted, reviewed, and approved by the Building Division, Planning Division, and City Engineer prior to building permit issuance and any work in the public right-of-way.

69. Prior to Demolition Permit issuance, a completed PCB screening form is required and Phase 1 Site Assessment.

70. Prior to Building Permit Issuance, the applicant shall provide a current (less than 6 month old) preliminary title report and all supporting documents.

71. The Parcel Map shall be recorded prior to building permit issuance.

72. Project plans shall indicate and show all existing and/or proposed private and public easements, including public easements for sidewalks in the Phase 1 area.

73. Applicant shall submit for a dewater plan during construction for review during Building permit application.

74. Temporary shoring shall not encroachment in the public right-of-way. Submit temporary shoring plan for review.

11.a
May 12, 2025 Packet Pg. 1018
10 75. Prior to Building Permit issuance, the Applicant shall submit a current, signed and stamped topographic and boundary survey prepared by a registered land surveyor showing existing conditions and boundary information in the Phase 1 area.

76. A separate off-site improvement plans for all work in public right-of-way along the project frontage associated with Phase 1 shall be provided at time of Building Permit Application.

Provide complete set of off-site improvement plans which shall include, but not limited to the following:
a. Existing conditions and demolition plans
b. Horizontal control plan
c. Grading, drainage, and utility plans
d. Cross section of the street showing existing and proposed utilities e. Erosion control
f. Signing and striping
g. All appropriate details for off-site construction
h. Grind and overlay, at City’s discretion.

77. Prior to Building Permit issuance, the Applicant shall demonstrate with appropriate sections and grade elevations at all property lines adjoining adjacent properties that the project site does not drain towards neighboring properties. Cross lot drainage including overflow drainage is prohibited.

78. Prior to Building Permit issuance, the Applicant shall provide composite joint trench plans, onsite and off-site signing and striping plans. The joint trench plans shall show any new dry utilities to be place underground. In addition, any existing overhead utilities with the site or along the project street frontages shall be placed underground.

79. Project plans shall include, but not limited to all applicable City Standard details and cross reference all City details for the driveways, sidewalks, storm drain, water service, sewer lateral connection, sewer cleanout, and junction box connection.

80. Project plans shall label and delineate all existing and proposed easements throughout the plan set.

81. The applicant shall enter into a Subdivision Improvement Agreement to implement the improvements shown Phase 1on the tentative parcel map.

82. Prior to the issuance of the Certificate of Occupancy for the first building in each each phase of the Project other than a parking garage, Developer shall record and execute a privately owned, publicly accessible campus areas agreement to memorialize the precise location of and Developer’s obligation to provide public access to and maintain the privately owned, publicly accessible campus areas in the Project pursuant to section 2.9.4 of the Development Agreement

83. Code Edition. Subject to Sections 3.4.3, 3.4.4, and 3.2(c) of the Project Development agreement, the Project shall be designed to comply with the California Building Standards Code effective at the time of building permit application per CBC 1.1.9.

84. Construction Permits – Individual Building and Fire code permit reviews will be required on all

11.a
May 12, 2025 Packet Pg. 1019
11 demolitions, remodels, tenant improvements, and new construction in accordance with the legally adopted codes and standards in place at the time of the permit application. The applicant shall indicate on all building permit plans that all construction shall meet current applicable local, state, and federal codes and standards at the time of building permit submittal. The building permit plans are subject to review and approval by the Fire Marshal or his/her designee. CFC 105.6

85. Fire Apparatus Access: Aerial Fire Equipment – The buildings are greater than 30 feet tall, so aerial (ladder truck) access is required. The fire apparatus access aerial road must have a minimum unobstructed width of 26 feet and be located within a minimum of 15 feet and a maximum of 30 feet from the building and be positioned parallel to the long side of the buildings. CFC D105

86. Radio Coverage for Emergency Responders – All building and parking garages shall have approved adequate radio coverage for emergency responders within the building. Upon completion of the building construction, a radio coverage test shall be conducted per the applicable codes and standards and if the test fails an Emergency Responders Radio Coverage System shall be installed. CFC 510

87. Addressing and Access – The following requirements apply:
a. Address Numbers. The applicant shall post temporary address numbers on each building at the project site that must be easily visible from the street or fire access road throughout construction.
b. Addresses must be logical, sequential numbers, i.e. First Floor 101, 102, 103, Second Floor 202, 203, 204, as opposed to F303, G401, etc.. c. Floor plan maps shall be submitted with unit numbers at all entrances, excluding fire exits.
d. Provide a key pad with 24-hour access code for public safety personnel at the main entrance, as opposed to just RFID readers or similar devices. e. Provide Approved Knox® key boxes adjacent to each building entrance. Public safety key boxes shall be recessed and installed adjacent to each entrance within 60 to 72 inches of the finished walking surface. There shall be four sets of keys: each set containing building access, fire equipment room access, fire cache room, elevator keys, utility room keys and other keys essential for emergency operations. CFC 506.1

88. Construction egress and standpipes. The applicant shall maintain required egress for all adjacent buildings/properties. During construction, provide a temporary or permanent stairway. As construction progresses, the stairway shall be extended to within one floor of the highest point of construction having secured decking or flooring. Not less than one Class I standpipe shall be provided for use during construction. Such standpipes shall be installed prior to construction exceeding 40 feet in height above the lowest level of fire department vehicle access. The standpipe(s) shall be provided with Fire Department hose connections at locations adjacent to the stairways and shall be extended to within one floor of the highest point of construction having secured decking or flooring. Plans and requests by letter shall be submitted to the Fire Marshal or his/her designee for review and approval. CFC 3311.1 and 3313.1

89. Fire Equipment Enclosure. Provide a secure enclosed area for post-event overhaul supplies on the building permit plans. The room or cabinet shall measure not less than 8-feet by 6-feet

11.a
May 12, 2025 Packet Pg. 1020
12 and shall be stocked with the required items in accordance with CFC §907.2.12.3.1 as amended by the City of San Carlos Code of Ordinances 15.04.110(F)(5)(h)(d)

90. Public Address System. Install a public address system for the exclusive use of Fire Department personnel, peace officers, or other City enforcement personnel according to specifications approved by the Office of the Fire Marshal. Controls for, and access to, such system shall be installed on the ground floor of the building at a location subject to the approval of the fire marshal or his or her designee. Design system in accordance applicable edition with NFPA 72, National Fire Alarm and Signaling Code as an in-building fire emergency voice alarm communication system. Voice appliances and systems shall be capable of 520 Hz ± 10 percent with the appropriate harmonics. City of San Carlos Code of Ordinances

15.04.110(F)(5)(h)(c)

91. Fire Hydrant and Sprinkler Feed Lines. All water mains that provide a water supply for fire protection (both to fire hydrants and fire service systems) shall not be less than eight inches in diameter. The applicant Owner is responsible for fulfilling this condition and shall submit plans to the Office of the Fire Marshal for review and approval. Water supply for fire protection is required to be installed in accordance with water purveyor’s specifications. The water supply shall be tested, flushed and approved operable prior to any combustible construction materials being placed on the site. Staged construction shall ensure that the necessary water supply is maintained from stage to stage in the construction planning. At least one hydrant shall be located within 50’ of the main fire department connection (FDC). CFC 507.5.1.1 as amended by City of San Carlos Code of Ordinances 15.04.110(F)(4)(d)

92. Fire Lane Marking/Signs. Mark fire apparatus access roads with permanent NO PARKINGFIRE LANE signs and/or painted curbs in accordance with state and local standards. Submit plans to the Office of the Fire Marshal for review and approval. [CFC 503.3]

93. Fire Resistive Construction Inventory. The owner shall maintain an inventory of all required fire resistance rated and smoke barrier construction, and repair records when damaged, altered breached or penetrated. [CFC §701.2 and §701.6]

94. Fire Resistive Construction Maintenance. The fire resistance rating of structural members, exterior walls, fire walls, fire barriers, fire partitions, horizontal assemblies and shaft enclosures, and the smoke resistance of smoke barriers and partitions, shall be maintained and repaired to equivalent fire or smoke resistance when damaged during demolition or alteration. Annual visual inspection and repair records shall be maintained. Annual inspections shall use The Compliance Engine website or successor software specified by the Fire Marshal. [CFC §701.2 and §701.6]

95. Fire Pump: Alternate Source of Power. Notwithstanding the availability of a public utility to provide electric service for a fire pump, should a fire pump be required by design, provide on plans electrically driven fire pumps with an alternate source of power in accordance with NFPA 20 due to foreseeable extended electrical service interruptions along the California Power Grid due to high demand, high heat, Public Safety Power Shutoffs, and damage to the power grid caused by destructive natural events such as wildfires, high winds, and earthquakes. City of San Carlos Code of Ordinances 15.04.110(F)(4)(i)

11.a
May 12, 2025 Packet Pg. 1021
13 96. Barricades or Obstructions across Emergency Access Roads. Prior to the installation or use of barricades, fences, or gates across emergency vehicle access roads during construction, the applicant shall submit plans subject to the review and approval of the Fire Marshal or his/her designee. CFC 503.5.

97. Site Safety Plans. Construction site safety plans for the construction process are to be approved by the Fire Marshal or his/her designee before Building Permit issuance. They must follow all requirements in Chapter 33 of the California Fire Code.

98. Fire Pre-construction Meeting. Prior to the issuance of a building permit, a pre-construction meeting shall be held with the Office of the Fire Marshal to review fire safety requirements and conditions of approval.

99. A new Traffic Signal at Commercial Street and Old County Road shall be installed as part of Phase 1 project development.
a) Intersection of Commercial Street and Old County Road – Equipment for new traffic signal shall be per City of San Carlos Master Technical Specifications, including, but not limited to:
o New Model 2070 traffic signal controller compatible with San Mateo C/CAG Smart Corridors system (signal shall be integrated into Smart Corridor System) o Iteris Vantage Next video detection system with Vantage Vector detection sensors (i.e., combined video/radar)
o Accessible pedestrian signals
o Battery backup system and cabinet
o Ability to accommodate a separate bicycle phase and pedestrian scramble (e.g., all pedestrian) phase with associated controller, signal heads and other equipment as needed
b) Install fiber interconnect between the Old County Road/Commercial intersection and Brittan/Old County Road.
o 3” conduit
o No. 6E pull boxes for mid segment boxes (spaced a max of 300’), N48 Vaults with 10” extension for splice location at the intersections
o 144-strand fiber
o Ethernet Switch and Termination Panel in new controller cabinet at Commercial/Old County. As needed comm upgrades at Brittan required for integrating Commercial into the Smart Corridor network. o Necessary splicing at both Commercial and Brittan intersections c) 3” Conduit with pull rope along Commercial Street between Old County Road and Industrial Road.
o Provide No. 6E pull boxes for mid segment boxes, (spaced a max of 300’) o Install N48 vault at Industrial/Commercial and terminate conduit at Industrial Road to the traffic signal home run pull box.
100. The project is conditioned on compliance with the approved TDM Plan.

11.a
May 12, 2025 Packet Pg. 1022
14 101. Traffic count monitoring is required. The project shall monitor their compliance with the 20% TDM trip reduction requirements by installing permanent traffic count equipment at each driveway and access point to the property from Old County Road, Commercial Street and Industrial Road, and either provide quarterly reports or provide direct access to City staff for monitoring. The City shall conduct ongoing traffic data validation by contracting for a random (unannounced) traffic count occurring for three consecutive days, twice per year. The data shall be compared with the embedded counter data and results provided to the City Engineer.

If the City Engineer finds the project out of compliance, the City shall contract for additional data collection, with a one-week mechanical (hose,) video or other counters to verify the counts. The project shall be considered out of compliance if any readings exceed the embedded counter data by more than five percent and where the readings are above the maximum number of daily vehicle trips (as established for each phase of development). If the embedded counter data continues to demonstrate ongoing non-compliance, the applicant shall revise the TDM plan to include additional measures to address the non-compliance. The project is required to reimburse the City for all staff and contract services associated with this condition.
102. A pedestrian scramble phase and split phasing are required for the traffic signal at Commercial Street and Old County Road in Phase 1 to increase pedestrian and bicycle safety. 103. A single left turn pocket shall be constructed for the southbound Old County Road left turn onto eastbound Commercial Street as part of Phase 1 site development with confirmation of sufficient right-of-way exists as verified by the Public Works Director. 104. The layout and circulation of both onsite and offsite pedestrian and bicycle facilities shall be approved by the City Engineer prior to the issuance of the building permit. 105. All turn pockets on public streets shall be designed to serve all businesses along Commercial Street and Old County Road. All design details shall be approved by the Fire Department and the City Engineer prior to the issuance of the building permit. 106. Configurations, design, signage and striping of all public streets and access points shall be approved by the City Engineer prior to the issuance of building permit. 107. The parking lot layout shall be configured so all internal intersections (decision points) are at a minimum 200 ft (approximately eight car lengths) beyond the entry driveway area. Gate structures, if used, must also be positioned at least 200 ft beyond the entry driveway access to the street and must be designed to accommodate a vehicle turnaround area to serve rejected or lost vehicles.
108. The improvement plans for Phase 1 shall sufficiently detail the driveway entrance between Buildings B1 and B2. The plans shall show the limits of curb around the entrance and show the location of curb ramps.
109. The applicant shall implement the Mitigation Measures identified in the Mitigation Monitoring and Reporting Program for the Alexandria Life Science Campus Project. 110. The Effective Date of this Code Compliance Certificate shall be the effective date of the

11.a
May 12, 2025 Packet Pg. 1023
15 Planned Development Zoning for the project.

Andrea Mardesich, Assistant
Community Development Director
Effective Date: ______________, 2025

11.a
May 12, 2025 Packet Pg. 1024

ARE-SAN FRANCISCO NO. 88, LLC
April 15, 2025
Mr. Al Savay Ms. Lisa Costa Sanders
Community & Economic Development Director Planner
City of San Carlos City of San Carlos
600 Elm Street 600 Elm Street
San Carlos, CA 94070-3085 San Carlos, CA 94070-3085
Re: Alexandria Center for Life Science – San Carlos Phase 2 (Formerly 960 Industrial and Kelly Moore properƟes)
EnƟtlement Permit ApplicaƟon No. PLN2020-00032
ARE-San Francisco No. 88, LLC (“ARE”) previously submitted to the City of San Carlos application No. PLN2020-00032 for the entitlements for Phase 2 of the Alexandria Life Science Center – San Carlos (“ACLS-SC Phase 2”), consisting of (A) a Development Agreement, a Planned Development Rezoning, a Planned Development Plan, a Master Sign Program, a Vesting Tentative Parcel Map, a Protected Tree Removal Permit, a Transportation Demand Management Plan, and a Grading and Dirt Haul Certificate for ACLS-SC Phase 2, and (B) a Design Review Certificate for Phase I of ACLSSC Phase 2. ARE is pleased to resubmit its updated development plans for ACLS-SC Phase 2. This resubmittal is comprised of two separate but related packages:

Package A: An updated Planned Development Plan submittal for the approval of general massing, FAR, and overall development of ACLS-SC Phase 2 on the 25.34-acre site.

Package B: A detailed description of Phase I of ACLS-SC Phase 2, requesting a Design Review Certificate for Building 1 and Building 2 along with temporary surface parking facilities.

11.a
It is important to highlight that this resubmittal does not propose any increase to the overall development density described in the original ACLS-SC Phase 2 submittal. We are maintaining a development density of 1,734,532 gross square feet encompassing six (6) oƯice/R&D buildings, one (1) centrally located campus amenity building, two (2) parking garages, as well as a set of interconnected on and oƯ-site landscape improvements. The floor area ratio (“FAR”), as calculated by the City of San Carlos, across the entire ACLS-SC Phase 2 campus is 2.18, which is 12% less than the average for comparable recently approved projects in the East Side Innovation District, which range from 2.20 to 2.73.

Our vision for ACLS-SC Phase 2 builds upon the success of ACLS-SC Phase 1 at 825/835 Industrial and reimagines a legacy heavy industrial site as an integrated innovation campus that links ACLSMay 12, 2025 Packet Pg. 1075 SC Phase 1 with downtown San Carlos. This transformational development conforms to the East Side Innovation District Vision Plan and includes world-class architecture, engaging activity hubs and outdoor public spaces, an emphasis on environmental stewardship, and important new community connections along both Commercial Street and Pulgas Creek. Upon completion, these features will further knit the community together and deliver significant value to the San Carlos community.

ACLS-SC Phase 2 supports and enhances each of the “Ten Big Moves” outlined in the Vision Plan:

1. Establish Industrial Road as a Green Boulevard. Building upon the precedent set at ACLS-SC Phase 1, ACLS-SC Phase 2 will include an attractive green edge along Industrial Road. By setting the buildings back from the street, the pedestrian experience will be enriched with trees and plantings to create a distinct identity, and a sense of place that weaves nature into the Innovation District.

2. Establish an Open Space Network. ACLS-SC Phase 2 transforms 25-acres of former heavy industrial site that were historically oƯ-limits to the community into a vibrant environment with landscaped open space and significant new natural landscape, including:
a. A restored and well maintained Pulgas Creek with a Creekside trail including a Class I shared-use bike & pedestrian path creating a new connection between Old County and Industrial Road.
b. A tree lined allée along the length of Commercial Street with a Class IV fully dedicated cycle track and a widepedestrian sidewalk within a double-row of trees, enhancing both the pedestrian and neighborhood experience. c. A campus providing publicly accessible areas with nodes of active and passive spaces, including an expansive Central Green.
d. The network of publicly accessible spaces is designed to seamlessly connect to the potential new “discovery path” along nearby former rail spurs.

3. Promote Environmental Stewardship. ACLS-SC Phase 2 includes a number of environmental stewardship initiatives:
a. Much like ACLS-SC Phase 1, the legacy heavy industrial site will be remediated to commercial standards in accordance with applicable regulatory requirements and best practices.
b. There will be significant enhancements and restoration to the segment of Pulgas Creek along the ACLS-SC Phase 2 frontage, which will help establish this Creek segment as a vital and publicly accessible community space with a multi-use trail.

These improvements will also enhance flood mitigation resiliency, increase the

11.a
May 12, 2025 Packet Pg. 1076
ecological integrity of the area, and provide new connections to nature for the greater community to enjoy.
c. The buildings floor elevations will be raised to meet or exceed the city’s municipal code for flood damage prevention. All new development in ACLS-SC Phase 2 will be built with a goal of achieving LEED Gold, Fitwell Certified and WELL Ready.

4. Integrate Recycled Water Infrastructure. In order to reduce the demand for potable water, ACLS-SC Phase 2 is designed with on-site infrastructure to use recycled water for irrigation and within buildings when a recycled water source and oƯ-site infrastructure is available to provide recycled water to the ACLS-SC Phase 2 site.

5. Support Distinct District Subareas. ACLS-SC Phase 2 hopes to reintegrate this former heavy industrial area into the broader community by creating a unique and diƯerentiated district of commercial activity focused around Industrial Road and Commercial Street. ACLS-SC Phase II will further raise the bar for high quality development in San Carlos.

6. Prioritize Activity Hubs. ACLS-SC Phase 2 will transform legacy heavy industrial uses into a vibrant activity hub with the following initiatives:
a. Building 7 is proposed to be a 16,000 square foot campus amenity building at the heart of the site, fronting the Central Green. The intention for this space is to provide whatever type of services are needed for campus users. If it is not a single tenant facility, then the amenity building could also be open and available to the larger neighborhood.
b. The campus will include at least one location for food and beverage retail facilities that will serve the campus and surrounding community, while not directly competing with Laurel Street.
c. Artwork will be incorporated in key locations, which frame the pedestrian access points in and through the campus.
d. The campus will include a carefully crafted urban edge on the surrounding streets, including the green boulevard edge condition on Industrial Road, the Linear Park along Commercial Street, and activated campus gateway moments at both the Industrial/Commercial corner and the Old County/Commercial corner. Additionally, the parking garage along Old County Road features an active street edge with a proposed amenity or retail program.

7. Foster an Inclusive Business Environment. Building on the success of ACLS-SC Phase 1 at 825/835 Industrial, ACLS-SC Phase 2 will be a powerful engine for creating diverse jobs and will increase the daytime worker population that will support nearby merchants on Laurel Street and those elsewhere in San Carlos. Similar to Salt + Brine

11.a
May 12, 2025 Packet Pg. 1077
and the Generator Bar at ACLS-SC Phase 1, the ACLS-SC Phase 2 onsite restaurant will be encouraged to serve locally-sourced food and beverages to support the San Carlos business community.

8. Invest in Multi-Modal Streets The ACLS-SC Phase 2 campus includes significant upgrades to Industrial Road, Commercial Street and Old County Road with the goal of improving connectivity and pedestrian and bike safety within the campus and the community while significantly enhancing the look and feel of the area. that the parking garages and the service areas are located internal to the campus to minimize the impact to the surrounding neighborhood. The project also provides for enhanced and improved bicycle and pedestrian linkages across and through the campus. These enhancements promote safe and accessible walking and bike trips to, from, and within the surrounding community for all users.

9. Reduce Congestion Through Coordinated Transportation ACLS-SC Phase 2 will include a comprehensive Transportation Demand Management (“TDM”) plan, and also incorporate well-located drop oƯ locations for shuttle transportation and rideshare access. Alexandria has an extensive history of participating in and organizing Transportation Management Associations in the Bay Area and will bring this expertise to San Carlos in order to help address long-term district and citywide transportation objectives.

10. Adopt a Shared District Parking Strategy. Parking at ACLS-SC Phase 2 has been designed to optimize shared use across the entire campus, which results in less overall parking and more space available on the campus for publicly accessible spaces.

We would like to thank you in advance for your consideraƟon of this resubmiƩal and look forward to building upon the demonstrated success of our exisƟng project in San Carlos. Please don’t hesitate to contact me at [email protected] or Chris Yee at [email protected].

Sincerely,
Toon Jordan
VP – Design and Development
San Francisco Bay Area
Alexandria Real Estate EquiƟes, Inc.

11.a
May 12, 2025 Packet Pg. 1078
If you require translation for this notice, please contact the City Clerk’s Office at 650-802-4222.

CITY OF SAN CARLOS

NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN THAT the San Carlos City Council will hold a Public Hearing at its Regular Meeting on Monday, May 12, 2025 at 7:00 p.m., for the purpose of hearing and considering all comments of all persons interested in or concerned with the application submitted by Alexandria Real Estate Equities Inc. to certify the Environmental Impact Report, adopt the Planned Development Zoning, approve the Planned Development Plan, Master Sign Program and Development Agreement to develop a new life science research and development campus at 900 and 960 Industrial Road; 961- 967, 987, 1003, 1011, 1015, 1057 and 1075 Commercial Street; and 915, 921, 1015, 1055 and 1063 Old County Road (APNs 046-162-010, 046-162-210, 046-162-270, 046-162-280, 046-162-290, 046-184-090, 046-184-110, 046-184-120, 046-184-280, 046-184-290 and 046-184-300). The request is pursuant to San Carlos Municipal Code Chapters 18.18, 18.29, 18.25, 18.35, 18.36, 18.37, 17.24 and 15.36.

Project Description. The applicant proposes a new life science/research and development campus with a total of 2,409,119 square feet of floor area including 1,603,879 square feet of research and development office/lab space 24,689 square feet of amenity space and 780,550 square feet of above grade parking structures. Six new research and development buildings are proposed with two above-grade parking structures and substantial landscape improvements.

The buildings range in height from 100’ feet to roof line and 118’ to top of mechanical street (five stories) to 114’ feet to roof line and 132’ to top of mechanical screen (seven stories).

The applicant is requesting a rezoning of the site to Planned Development and approval of a Planned Development Plan, Master Sign Program, Tentative Parcel Map, Transportation Demand Management (TDM) Plan, Protected Tree Removal, and Design Review for the first two research and development buildings, Grading and Dirt Haul Certificate and a Development Agreement. An Environmental Impact Report (EIR) has been prepared pursuant to the requirements of the California Environmental Quality Act (CEQA) for the Alexandria Life Science Campus project. The public review and comment period on the Draft EIR was available from July 25, 2024 through September 23, 2024.

Additional project information and the EIR are available on the City’s website:
https://www.cityofsancarlos.org/business_detail_T10_R63.php The Planning and Transportation Commission (PTC), at its April 21, 2025 meeting, voted 4-0 to adopt Resolution PTC2025-03, recommending the City Council certify the EIR and adopt the Mitigation Monitoring Program, and voted 4-0 to adopt Resolution PTC2025-04, recommending the City Council rezone the site to Planned Development, approval of a Planned Development Plan and approve the Development Agreement. The PTC voted 4-0 to approve the TDM Plan, Design Review, Tentative Parcel Map, Protected Tree Removal and Grading and Dirt Haul Certificate.

Agenda. The City Council agenda materials may be viewed online at www.cityofsancarlos.org/agenda; at City Hall – 600 Elm Street; and at the San Carlos Library – 610 Elm Street, after 5:00 p.m. on Thursday, May 8, 2025.

Participate. You have the option to observe the meeting and address the City Council in person in City Hall’s Council Chambers - 600 Elm Street, and remotely via Zoom. Details and instructions will be available on the meeting agenda.

Questions and/or written comments. Questions may be directed to Lisa Costa Sanders, Principal Planner at [email protected]. Please submit comments to the City Council at [email protected]; or mail to the City Clerk at 600 Elm Street, San Carlos, CA 94070.

All persons interested in the above are hereby invited to attend this public hearing and be heard. If you challenge this proposal in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council and/or City Clerk prior to the public hearing.

Crystal Mui, City Clerk
Mailing and Publication Date: April 29, 2025

11.a
May 12, 2025 Packet Pg. 1079

11.a
May 12, 2025 Packet Pg. 1080

0.14 THIS MAP IS NOT TO BE USED FOR NAVIGATION
WGS_1984_Web_Mercator_Auxiliary_Sphere

0.14 Miles This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
0 0.07
4,514
San Mateo map
1:

San Mateo County

11.a
April 4, 2025
GESC (Greater East San Carlos) Board
Via email
The City of San Carlos is in receipt of the letter from the GESC (Greater East San Carlos) Board dated March 9, 2025 regarding the GESC Neighborhood Concerns regarding the Alexandria Center for Life Science Project addressed to the Planning and Transportation Commission.

The responses below are consolidated from the City’s CEQA consultant (Lamphier-Gregory), City’s Transportation Consultant (W-Trans), City Staff and provided by the Applicant (Alexandria) in their attached letter.

GESC TOP 5 CONCERNS:

1. Comment: Hazardous Waste Cleanup
Response: For additional details, see attached response memo from Alexandria and analysis in the Project EIR. Alexandria is responsible for the hazardous waste remediation at the Kelly Moore site and Northrop Grumman is the responsible party for the L3/Litton property. There are two active oversight cases for the property and the California Regional Water Quality Control Board (Water Board) is the lead agency for both cases. Remediation efforts were initiated by Alexandria in 2021 on the Kelly Moore property, with favorable monitoring results. The main issue at the site is groundwater and not soil contamination and as such, excavation is not an appropriate remediation measure. Ongoing groundwater monitoring under the direction of the Water Board is the best approach to reduce contaminates in the groundwater. Alexandria and Northrop Grumman are required to comply with all requirements of the Water Board for the remaining portions of the site as well as testing any soil imported to the site.

Mitigation Measure HAZ-2a requires the following:

Mitigation Measure Haz-2a: Compliance with Groundwater Remedial Action Plan, Soil and Fill Testing, and Regulatory Agency Requirements. The applicant shall demonstrate proposed compliance with agency requirements related to known contamination in the soil, groundwater, and vapor prior to initiation of construction activities and shall demonstrate compliance with any agencyrequired post-construction requirements prior to occupancy. A Groundwater Remedial Action Plan associated with the former Kelly Moore portion of the project site that included investigation and remediation activities has been implemented and completed, except for ongoing, routine groundwater monitoring.

In areas of the project site not included in the Groundwater Remedial Action Plan, if requested by the California Regional Water Quality Control Board, San Francisco Bay Region (SFRWQCB), further investigation for contamination shall be conducted. Contaminated soil or groundwater shall be handled per regulatory agency requirements. Soil imported onto the site for use as fill shall be evaluated in accordance with applicable regulatory guidance. A record of import fill sources and testing will be maintained as part of project records and provided to the SFRWQCB and the City.

In addition, the Water Board requested investigation of Pulgas Creek in 2020. Two investigations were completed with results provided to the Water Board. The findings of these reports were generally favorable

11.a
May 12, 2025 Packet Pg. 1099
and the Water Board has not required any further investigation or follow up work. The Creek work by the Applicant will include improvements along both sides of the creek to remove invasive species, improve flood retention and stabilize the creek beds. The Applicant will also be planting native plant species and constructing a Creekside trail with a recorded public access agreement. Work in the creek will require compliance with Mitigatoin Measures Bio-4a, Bio-4b, and Bio-4c and requires permits and compliance with State and Federal agencies (Army Corps of Engineers, US Fish and Wildlife Service, Regional Water Quality Control Board and California Department of Fish and Wildlife). The EIR concluded that the improvements to the creek will result in a net increase in aquatic resource function and service.

2. Comment: GESC homes located 1,300 feet from construction site – concern with noise and

11.a
air pollution.

Response: The Project EIR includes mitigation measures that the developer is required to comply with during the course of construction to address construction impacts relating to air quality. One mitigation measure specifically addresses dust particulate and a second mitigation measure addresses construction equipment emissions. Additional information is available in the EIR including the modeling results of the construction emissions and fugitive dust.

3. Comment: +19,532 net daily trips around the GESC area Response: It is acknowledged that that the proposed project would increase congestion that directly impacts GESC residents. However, when considering the total projected daily trip generation for all three phases of development is over 19,000 daily trips, there are several factors to consider. The City has a required 20- percent trip reduction attributable to a mandatory Transportation Demand Management (TDM) Program, which would lower the total number of daily trips to 15,254. Further reductions in vehicle trips would be achieved through a proposed Transportation Management Association (TMA), which would enhance the TDM program significantly. The buildout of all three phase would be done over several years and not all at one time. And while daily trip totals would be large, the actual effect of a proposed project on roadway and intersection operations is measured based on its contribution to peak hour traffic volumes, when it is most likely to be noticed. Of the 15,254 projected daily trips under all three phases of development, 1,386 would be during the a.m. peak hour and 1,448 would occur during the p.m. peak hour.

As noted in the traffic study conclusion, under the cumulative scenario with the addition of the project trips for Phases 1, 2 and 3, many of the study intersections are expected to operate at unacceptable Levels of Service. Completion of the recommended improvements funded by the City’s Traffic Impact Fee, successful implementation of the TDM program, and traffic signal retiming at the Commercial Street/Old County Road intersection, would improve operations so that deficient operations are no longer identified at any of the 19 study intersections with one exception, at Brittan Avenue/El Camino Real where the operations would remain at LOS E or F.

With respect to Vehicle Miles Traveled (VMT), the CEQA transportation analysis notes that the proposed project would exceed the significance threshold. Thus, in order to bring VMT below significance thresholds, the project must implement a TDM plan that is designed to reduce VMT to at least 14.5 per service population (total employee count at the applicable phase). The project’s currently-proposed TDM plan was assessed and determined to result in a greater than required VMT reduction. Further, a Mitigation Measure was prepared that outlines requirements for the project’s TDM plan to reduce VMT to meet or exceed VMT reduction ta May 12, 2025 rgets. Packet Pg1084
The applicant will also be initiating the formation of a Transportation Management Association (TMA) that will include other projects in the vicinity. Implementation of a TMA is anticipated to further reduce vehicle trips to and from the site for an overall trip reduction rate of 40% when combined with the TDM measures.

Other recently approved projects in the east side are required to participate in the TMA when formed, which will result in greater area traffic trip reductions.

4. Comment: Additional congestion on Old County Road from parking structure entrance/exit Response: The parking associated with the Phase 1 improvements would be accessed via the three driveways, two of which would be located on Commercial Street, and one on Old County Road. All three driveways would provide access to the proposed 970-stall surface parking lot on the northwest side of the site. Parking structures would be built with later phases of the development. The currently proposed driveway access on Old County Road is designed as a in-right out only driveway, which would minimize potential conflicts associated with left turn and delays on Old County Road. While Old County Road can become gridlocked from a mixture of residential traffic plus traffic diverted from El Camino Real, there are other traffic operational improvements that would help reduce the potential effects of increased traffic associated with the proposed project. These include a Transportation Demand Management (TDM) Plan to reduce project trips, turn restrictions at the project access point on Old County Road, a new traffic signal at Old County Road/Commercial Street, and a separate southbound left turn lane on Old County Road at its intersection with Commercial Street.

There will be additional traffic on Old County Road. The entrance/exit to the parking structure on Old County Road is designed to be limited to right turns in and right turns out. It is anticipated that most of the arriving trips will take Brittan to Old County Road and departing trips will exit Old County Road to Commercial Street to Industrial Road. An additional entrance to the parking structure is provided on Commercial Street to reduce the vehicle trips on Old County Road.

5. Comment: Extend bike lanes and sidewalks along Old County Road to complete the Eastside connect plan
Response: The proposed project is required to construct the bike lanes and sidewalks associated with the Eastside connect plan along the property frontage. The other developments located along Old County Road north of the site (841 Old County/Sobrato and 789 Old County Road/Minkoff) are required to complete the Eastside Connect Plan north to Terminal Way where Eastside connect improvements currently terminate.

The project also includes a new traffic signal with a pedestrian scramble at Old County Road and Commercial Street to provide better connectivity to El Camino Real and Downtown.

Questions:

ENVIRONMENTAL CLEANUP

1. What are the specific cleanup procedures to be used? Response: As outlined above, remediation efforts will be under the requirements of the Water Board to address groundwater contamination. See response above under comment #1, attached letter from Alexandria and Chapter 11 of the EIR.

11.a
May 12, 2025 Packet Pg. 1085

2. How will the project coordinate funding from multiple property owners for the ground contamination? Response: The site is owned by Alexandria. There are two responsible parties for the site’s remediation.

The remediation efforts will be governed by the Water Board.

3. How will the project coordinate funding from multiple property owners for the creek clean up? Response: The creek work will be funded by Alexandria. Alexandria is required to obtain access agreements from the three adjacent property owners prior to completing the work. After the work is completed, each property owner along the creek is responsible for ongoing maintenance.

4. What are the specific goals for reducing PCBs and other toxic contaminants that are prevalent in Pulgas Creek?
Response: The Water Board requested investigation of Pulgas Creek in 2020. Two investigations were completed with results provided to the Water Board. The findings of these reports were generally favorable and the Water Board has not required any further investigation or follow up work.

5. What are the specific mitigations proposed for creek cleanup? Response: The creek work by the Applicant will include improvements along both sides of the creek to remove invasive species, improve flood retention and stabilize the creek beds. The Applicant will also be planting native plant species and constructing a Creekside trail with a recorded public access agreement.

Work in the creek will require compliance with Mitigation Measures Bio-4a, Bio-4b, and Bio-4c and requires permits and compliance with State and Federal agencies (Army Corps of Engineers, US Fish and Wildlife Service, Regional Water Quality Control Board and California Department of Fish and Wildlife). The EIR concluded that the improvements to the creek will result in a net increase in aquatic resource function and service.

6. GESC believes that capping the site for soil contamination is not a viable option. Will the developer care off all contaminated soil and dispose of it properly? Response: as noted above under comment #1, the contamination at the site is in the ground water and not soil. As such, removing the soil will not fully address the contamination. The applicant will continue the ongoing remediation efforts to address the groundwater contamination under the direction of the Water Board. Some soil may be exported and any imported soil must be tested.

7. If capping the site is considered an option, what specific mitigations will be used to prevent toxic materials from leaching into the soil and aquifers?
Response: As directed by the Water Board, remediation efforts are underway to address the groundwater contamination. The applicant will be required to follow any additional requirements imposed by the Water Board to address groundwater contamination.

8. How will the project enforce property cleanup on both sides of the creek bed? Response: The applicant will be required to comply with Mitigation Measures Bio-4a, Bio-4b and Bio-4c and requires compliance with City regulations as well as State and Federal agencies including the Army Corps

11.a
May 12, 2025 Packet Pg. 1102
of Engineers, US Fish and Wildlife Service, Regional Water Quality Control Board and California Department of Fish and Wildlife.

9. Will the city hold the developer and property owners to do more than the bare minimum cleanup? Response: The applicant is committed to addressing the onsite contamination and has initiated work prior to the project being approved. The extent of the remediation is under the authority of the Water Board who is the responsible agency and has expertise to direct the remediation work.

10. Will the soil on both sides of the creek bed be dredged? Response: The creek improvements as proposed include removing invasive plant species, replacing with native plants, expanding and stabilizing the creek banks. Detailed creek improvement plans will be reviewed by the City’s Public Works Department as well as the multiple outside agencies listed under question #8 above prior to work commencing. The creek improvement plan does not currently including dredging the creek bed, but will if required by the City or an outside agency upon review of the detailed creek improvement plans.

TRAFFIC
Question: What are the specific traffic mitigations that include shuttles from the Caltrain station and what are their specific routes?
Response: The applicant will form and is required to participate in a Transportation Management Association (TMA). Other projects in the vicinity are also required to participate in the TMA. The TMA will be a coordinated organization to implement TDM measures and may operate shuttles and other micro mobility services (bikes, scooters, etc.). Use of shuttles from the Caltrain station may be implemented as part of the TMA, but is not required at this time to meet the project trip reduction requirements. As such, no shuttle routes have been identified at this time. The project includes a shuttle stop on Commercial Street and Industrial Road for use by Commute.org shuttles or if a shuttle service is operated in the future.

Community Benefits
• Complete Eastside Connect Plan with the expansion/upgrade of bike and pedestrian paths.

Response: Confirmed, this project will complete the Eastside connect project improvements along the Old County Road property frontage. The other projects north of the project site (841 Old County Road/Sobrato and 789 Old County Road/Minkoff), will complete the Eastside connect improvements along their respective property frontages and including the off-site segment north to Terminal Way. • Improvements to Pulgas Creek with a Bike and Pedestrian Trail.

Response: Confirmed, as part of the community benefits for the development, the applicant will complete improvements to Pulgas Creek, both along the property frontage and off-site with consent from the adjacent property owners. The creek improvements also include a publicly accessible bike and pedestrian trail.
• Publicly accessible open space.

11.a
May 12, 2025 Packet Pg. 1087
Response: Confirmed. All open spaces within the project site will be accessible to the public. The public access will be memorialized with a public access agreement recorded on the property. • Financial contributions to the City, hopefully, a portion dedicated to the GESC neighborhood.

Response: Confirmed the developer will be making a fiscal contribution to the City with each phase of the project at the building permit issuance stage. The use of these funds is not outlined in the Development Agreement and will be determined by the City Council when the funds are received. • Transforming Industrial Road to a Green Boulevard
Response: The buildings along Industrial Road are proposed to be setback 19’ for Building 3 and 27’ for Building 1. Improvements along Industrial Road include a row of trees along the street frontage, new sidewalk and additional trees and landscaping between the sidewalk and the buildings. A total of 31 new trees are planned along the Industrial Road frontage.

Feel free to contact me if you have any questions or need additional information. I can be reached at [email protected] or 650-802-4207.

Sincerely,
Lisa Costa Sanders
Principal Planner, City of San Carlos
cc: Al Savay
Attachments:

1. Alexandria response to GESC comments letter

2. GESC comment letter dated March 9, 2025

11.a
May 12, 2025 Packet Pg. 1088
Response to GESC Neighborhood Comments Regarding
Alexandria Center for Life Science Project – Final EIR
The comments are shown in italicized text, with responses following.

A. Hazardous Waste Cleanup
Comment: The new development is the site of the former Kelly-Moore factory and is contaminated due to historical spills and leakage. This is a great opportunity to dig up the contaminated soil and transport it to another location, rather than cap the site, and risk additional runoff and adverse effects to Pulgas Creek and the San Francisco Bay.

Response: As described in Chapter 11 of the Draft EIR, there are two active environmental regulatory oversight cases for the project site. The California Regional Water Quality Control Board, San Francisco Bay Region (SFRWQCB) is the lead agency for both cases, which are voluntarily enrolled in the SFRWQCB’s Site Cleanup Program. The project applicant (Applicant) is the responsible party for the former Kelly Moore case, and Northrop Grumman is the responsible party for the L3/Litton case at 960 Industrial Road. The Applicant is actively coordinating with the SFRWQCB and Northrop Grumman to ensure that site contamination issues will be addressed prior to and during redevelopment to ensure that site conditions are suitable for the future land use.

Based on work with SFRWQCB to date, the main issue is groundwater rather than soil contamination.

Therefore, extensive soil excavation is not the right remediation tool, although capping the site in lieu of other remedial approaches also is not the primary remediation approach. To date, extensive sampling of soil, soil vapor, and groundwater has been conducted across the entire site, especially within the last 10 years as part of two oversight cases (SWRCB Nos. T0608191580 and SL1821P612). The primary contaminants of concern across the site are volatile organic compounds (VOCs) including chlorinated solvents, and petroleum hydrocarbons in certain areas. In 2021, remediation activities implemented at the southern portion of the site (former Kelly Moore property, adjacent to Pulgas Creek) included in situ chemical reduction paired with enhanced anaerobic dechlorination to reduce concentrations of VOCs in groundwater. Ongoing groundwater monitoring conducted on a semiannual basis demonstrates the remedial approach is achieving the intended reduction in contaminants.

Additional investigation and remediation will be conducted as needed under SFRWQCB oversight and will be driven by available site data and plans for future use of the site. It is likely that several approaches will be implemented as part of the Project’s redevelopment activities, including soil vapor mitigation and localized soil removal (where necessary and in conjunction with plans for grading and excavation during construction).

Those details will be developed and implemented in conjunction with specific development design plans, and at the request of the SFRWQCB.

Please refer to EIR Mitigation Measure Haz-2a for further information.

B. Pulgas Creek
GESC Comment: In alignment with the East Side Vision Plan, the cleanup of toxic waste should extend to Pulgas Creek. Pulgas Creek was envisioned to be a vibrant and clean community space for walking, activity, and

11.a
May 12, 2025 Packet Pg. 1089
community that is clean, beautified, and open to the public. With the plans in place to actualize this, Pulgas Creek must be cleaned up properly for the public to enjoy it safely.

Response: The SFRWQCB requested investigation of Pulgas Creek in 2020. A Kelly Moore consultant, as well as a separate Applicant consultant, both performed investigations. Findings indicated that creek sediment samples contained concentrations of target analytes generally indicative of background or ambient conditions as identified by literature and guidance. PCBs or metals were not identified at concentrations that suggest a significant impact to Pulgas Creek, and the results of screening indicate an insignificant pathway for aquatic life. Based on the investigations, SFRWQCB has not required any further investigation of Pulgas Creek.

The revised project proposes improvements to the hydrology, aesthetics, and biological habitat of Pulgas Creek, including a public creekside trail along the boundary of the Project site. These would be paid for by the Applicant; the Applicant also would maintain its side of the creek. See pages 22-1 and 22-2 and Figures 22.4a through 22.4d of the Final EIR, as well as Appendix J, for updated details of the improvements to Pulgas Creek. As discussed in the conclusion under the referenced Impact Bio-4 while mitigation to be implemented by the Applicant is identified to ensure appropriate care is undertaken during construction activities with respect to the creek and applicable regulations that may apply, the proposed improvements to the creek would be a net benefit for the biology of the creek, and would, result in a net increase in aquatic resource function and services. The creek improvements would implement the vision of the East Side Vision Plan to create a publicly accessible trail for walking to enjoy an improved and maintained creek.

C. GESC homes just 1,300 feet from construction site
GESC Comment: As with any construction, both noise and air pollution is a top concern. Pollution from exhaust emissions and fugitive dust particles contribute to cancer risk levels. Although the EIR suggests mitigation measures will bring pollution levels to “less than significant levels,” we want to remind the Commissioners that the nearest air quality monitoring station is 3.5 miles away in Redwood City. Our neighborhood is just 1,300 feet away.

Response: The Project Environmental Impact Report (EIR) has provided a detailed analysis of emissions and associated health risks in Impact Air-2, which shows that construction-related emissions and health risks, including exhaust and fugitive dust, would be below significance thresholds established by Bay Area Air Quality Management District (BAAQMD) (now renamed Bay Area Air District) with mitigation (e.g., Mitigation Measure [MM] Air-2).

The mitigation measure also addresses dust through the required implementation of construction management practices to reduce dust for all projects. All construction projects in San Mateo County are required to comply with the BAAQMD dust control measures.

Additionally, ambient air quality monitoring stations, such as the one referenced in Redwood City, provide monitoring data on ambient pollutant concentrations. However, the Project’s air quality and health risk assessment rely on site-specific emissions modeling and compares to thresholds of significance developed by BAAQMD to assess potential project specific impacts as recommended by BAAQMD.

For further details regarding the air quality and health risk assessment modeling methods as well as mitigation measures of this Project, please refer to the Final EIR.

11.a
May 12, 2025 Packet Pg. 1090
D. +19,532 net daily trips around the GESC area:

GESC Comment: The increased Vehicle Miles Traveled (VMT) and Traffic Impacts will further slow the congested intersections surrounding our neighborhood during peak AM/PM commute windows. No matter how much mitigation is done to reduce traffic, this project will increase congestion that directly impacts GESC residents.

Response: As noted in CEQA Analysis for the Alexandria Center for Life Science Project Appendix H – CEQA Transportation Analysis (W-Trans, July 11, 2024), the project is required to implement a transportation demand management (TDM) program to achieve at least a 20% trip reduction. The project’s TDM program would reduce the project-related VMT rate by approximately 23.9 percent, which equates to an employmentbased VMT per service population of 13.2. This rate is below the significant threshold of 14.5 VMT per service population. Therefore, the project would result in a less than significant VMT impact with mitigation under CEQA.

CEQA no longer uses congestion as a way to evaluate traffic impacts. Nevertheless, as stated in the CEQA Analysis for the Alexandria Center for Life Science Project Appendix H – CEQA Transportation Analysis, the City has been working with the East San Carlos Neighborhood to quantify and forecast existing and future cutthrough traffic and identify potential measures to reduce such traffic as requested by concerned neighbors.

The City of San Carlos Neighborhood Traffic Management Program (NTMP) defines a local street as a lowspeed, low-volume roadway that provides direct and full access to abutting land uses. The addition of projectrelated traffic to existing volumes along the local streets adjacent to the project would not increase traffic volumes more than the 1,200 vehicles per day that defines a local street. Therefore, the addition of projectrelated vehicle trips to local streets would not conflict with the standards described in the NTMP.

The San Carlos City Council approved the implementation of a temporary “Slow Streets Program” along multiple streets in the Greater East Side Neighborhood in February 2023 which included the addition of physical barriers intended to discourage cut-through traffic on local streets as noted in CEQA Analysis for the Alexandria Center for Life Science Project Appendix H – CEQA Transportation Analysis,.

E. Additional congestion on Old County Road from parking structure entrance/exit:

GESC Comment: Old County Road easily becomes gridlocked from a mixture of residential traffic plus traffic from El Camino looking for a faster route. Vehicle circulation will be further impacted by vehicles exiting/entering into one of the two parking garages at the project.

Response: An evaluation of the project’s impact on East San Carlos residential streets, including Old County Road, is provided in CEQA Analysis for the Alexandria Center for Life Science Project Appendix H – CEQA Transportation Analysis (W-Trans, July 11, 2024). A summary of this evaluation is also described in the response above. The Draft EIR also concluded under Impact Trans-3 that the Project would not substantially increase transportation hazards, and under Impact Trans-4 that the Project would not adversely affect emergency access.

F. Extend bike lanes and sidewalks along Old County Road to complete the Eastside Connect plan GESC Comment: The EIR describes upgrading bike lanes and sidewalks only along the perimeter/frontage of the project. Since improvements will occur for sidewalks and bike lanes, we urge consideration to complete the connection of sidewalks and bike lanes on Old County Road in accordance with the Eastside Connect Plan.

Response: The Project proposes the following improvements along Old County Road that are in line with the goals if the Eastside Connection Plan:
• Wide sidewalks and new landscaping, enhancing the pedestrian experience along the Old County frontage;

11.a
May 12, 2025 Packet Pg. 1091
• New traffic signal and pedestrian scramble crossing at the Commercial Street intersection; and • New two-way bike path along the west edge of the road extending from Commercial to Brittan Avenue.

Please see project application drawing for further detail. As part of a separate project, the Applicant is currently undergrounding of overhead power lines along Old County.

G. Questions
GESC Comment: In alignment with the concerns listed above, we have some questions we would like to better understand.

Environmental cleanup

1. What are the specific cleanup procedures to be used? Response: See response to the comment A on Hazardous Waste Cleanup above.

2. How will the project coordinate funding from the multiple property owners for ground contamination? Response: The site is owned by a single entity. Regarding the two entities responsible for the site’s remediation, coordination would occur as required by the SFRWQCB. For more information, see response to comment A, above.

3. How will the project coordinate funding from the multiple property owners for creek cleanup? Response: See response to comment B on Pulgas Creek and #4 below. The Applicant will improve the creek along its property and maintain its side of the creek into the future. The Applicant is not responsible for coordinating funding from multiple property owners as related to all of Pulgas Creek. Each property owner with property that abuts the creek must, under Chapter 18.14 of the City Code, maintain the areas around that creek. Such property owners also must comply with laws, such as the state and federal Clean Water Acts, that protect the creek from contamination.

4. What are the specific goals for reducing PCBs and other toxic contaminants that are prevalent in Pulgas Creek?
Response: The SFRWQCB requested investigation of Pulgas Creek in conjunction with broader site characterization. After completion of the requested evaluation and submittal of the evaluation reports, the SFRWQCB has not issued further action in relation to its oversight of the Project and relative to Pulgas Creek.

5. What are the specific mitigations proposed for creek cleanup? Response: See response to #4, above. In addition, the Project must implement EIR Mitigation Measures Bio-4a to protect Pulgas Creek from construction debris and runoff, Bio-4b to protect the creek during dewatering necessary for the creek restoration work, and Bio-4c to ensure no net loss of ecological conditions during creek work. The creek improvements will increase creek conveyance capacity to reduce flooding risk, reduce the long-term risk of erosion, and the overall creek condition. Further, the Applicant would beautify and maintain its side of the creek.

11.a
May 12, 2025 Packet Pg. 1092

6. GESC believes that capping the site for soil contamination is not a viable option. Will the developer cart off all contaminated soil and dispose of it properly?
Response: See the response to the comment A on Hazardous Waste Cleanup above.

7. If capping the site is considered an option, what specific mitigations will be used to prevent toxic materials from leaching into surrounding soil and aquifers?
Response: See responses to the comment A on Hazardous Waste Cleanup above.

8. How will the project enforce proper cleanup on both sides of the creek bed? Response: As noted in response to comment B on Pulgas Creek above, the SWRCB has not required further action related to the creek. Regarding the Applicant’s obligations for trash cleanup and creek improvements under the EIR and Development Agreement, the City has enforcement authority under its Municipal Code, the Development Agreement, and through the Mitigation Monitoring and Reporting Program adopted pursuant to CEQA.

9. Will the city hold the developer and property owners to do more than the bare minimum cleanup? Response: See the response to the comment A on Hazardous Waste Cleanup above. The SFRWQCB will ensure that remediation meets all requirements, which are set to be protective of human health.

10. Will the soil on both sides of the creek bed be dredged? Response: The scope of work for Pulgas Creek is to address ongoing erosion of the creek banks and toes of slope and does not require dredging. Improvements will implement stabilization and erosion control measures including native plantings.

H. Traffic
GESC Comment: What are the specific traffic mitigations that include shuttles from the Caltrain station and what are their specific routes?
Response: A designated shuttle service is not required per the EIR or the Project’s TDM Plan. As a community benefit, however, the Applicant has agreed to prepare and submit a Transportation Management Association (“TMA”) plan that includes a funding plan, existing and approved projects in the TMA boundaries (the Vision Plan area), TMA goals, the TMA entity, and TMA programming responsibilities.

The TMA may have a shuttle and if so, the route would be determined then. In addition, SamTrans operates existing shuttle routes to/from the San Carlos Caltrain Station, including:
• Route 260 San Carlos Caltrain - Carlmont Village
• Route ECR Daly City BART - Palo Alto Transit Ctr
• Route 295 Hillsdale Mall - Redwood City Transit Center • Route 397 San Francisco - Palo Alto Transit Ctr
• Route 61 San Carlos Caltrain - Alameda/Ralston
I. Community Benefits
GESC Comment: The GESC Board appreciates the potential community benefits, and we look forward to the proposed Community Benefits in the Development Agreement to include:
• Complete Eastside Connect Plan with the expansion/upgrade of bike and pedestrian paths

11.a
May 12, 2025 Packet Pg. 1093
• Improvements to Pulgas Creek with a Bike and Pedestrian Trail • Publicly accessible open space
• Financial contributions to the City, hopefully, a portion dedicated to the GESC neighborhood • Transforming Industrial Road to a Green Boulevard
Response: The Project would expand/upgrade bike and pedestrian paths along the Project frontage and as stated in response to comment F, above, which would help complete the Eastside Connect Plan improvements.

The Project would make improvements to Pulgas Creek, including adding a publicly accessible trail along the creek on the Project site. The Project also would provide other publicly accessible open spaces and would make a financial contribution to the City that the City could use to dedicate to the GESC neighborhood, transform Industrial Road to a green boulevard, or something else, at the City’s sole discretion. While the Project would improve its frontage along Industrial Road, including landscaping, it would not transform the entire road.

11.a
May 12, 2025 Packet Pg. 1094
March 9, 2025
City of San Carlos Transportation Commission
600 Elm Street
San Carlos, CA 94070
Subject: GESC Neighborhood Concerns Regarding the Alexandria Center for Life Science Project - Final EIR
Dear Commissioners,
This letter represents the Greater East San Carlos Board (GESC Board) concerns regarding the Alexandria Center for Life Science Project (1055 and 1063 Old County Road). While we are cautiously supportive of this development and the benefits to the City the project will bring as a whole, several issues need to be addressed to ensure the well-being of the Greater East San Carlos neighborhood during the construction and operational stages of the project.

The top 5 concerns we urge the Commissioners to consider are listed below:
● Hazardous Waste Cleanup
○ The new development is the site of the former Kelly-Moore factory and is contaminated due to historical spills and leakage. This is a great opportunity to dig up the contaminated soil and transport it to another location, rather than cap the site, and risk additional runoff and adverse effects to Pulgas Creek and the San Francisco Bay.
○ Pulgas Creek
■ In alignment with the East Side Vision Plan, the cleanup of toxic waste should extend to Pulgas Creek. Pulgas Creek was envisioned to be a vibrant and clean community space for walking, activity, and community that is clean, beautified, and open to the public. With the plans in place to actualize this, Pulgas Creek must be cleaned up properly for the public to enjoy it safely.
● GESC homes just 1,300 feet from construction site
○ As with any construction, both noise and air pollution is a top concern. Pollution from exhaust emissions and fugitive dust particles contribute to cancer risk levels. Although the EIR suggests mitigation measures will bring pollution levels to “less than significant levels,” we want to remind the Commissioners that the nearest air quality monitoring station is 3.5 miles away in Redwood City. Our neighborhood is just 1,300 feet away.
● +19,532 net daily trips around the GESC area
○ The increased Vehicle Miles Traveled (VMT) and Traffic Impacts will further slow the congested intersections surrounding our neighborhood during peak AM/PM

11.a
May 12, 2025 Packet Pg. 1095
commute windows. No matter how much mitigation is done to reduce traffic, this project will increase congestion that directly impacts GESC residents. ● Additional congestion on Old County Road from parking structure entrance/exit ○ Old County Road easily becomes gridlocked from a mixture of residential traffic plus traffic from El Camino looking for a faster route. Vehicle circulation will be further impacted by vehicles exiting/entering into one of the two parking garages at the project.
● Extend bike lanes and sidewalks along Old County Road to complete the Eastside Connect plan
○ The EIR describes upgrading bike lanes and sidewalks only along the perimeter/frontage of the project. Since improvements will occur for sidewalks and bike lanes, we urge consideration to complete the connection of sidewalks and bike lanes on Old County Road in accordance with the Eastside Connect Plan.

Questions
In alignment with the concerns listed above, we have some questions we would like to better understand.

Environmental cleanup
● What are the specific cleanup procedures to be used?
● How will the project coordinate funding from the multiple property owners for ground contamination?
● How will the project coordinate funding from the multiple property owners for creek cleanup?
● What are the specific goals for reducing PCBs and other toxic contaminants that are prevalent in Pulgas Creek?
● What are the specific mitigations proposed for creek cleanup? ● GESC believes that capping the site for soil contamination is not a viable option. Will the developer cart off all contaminated soil and dispose of it properly? ● If capping the site is considered an option, what specific mitigations will be used to prevent toxic materials from leaching into surrounding soil and aquifers? ● How will the project enforce proper cleanup on both sides of the creek bed? ● Will the city hold the developer and property owners to do more than the bare minimum cleanup?
● Will the soil on both sides of the creek bed be dredged? Traffic
● What are the specific traffic mitigations that include shuttles from the Caltrain station and what are their specific routes?

11.a
May 12, 2025 Packet Pg. 1096
Community Benefits
The GESC Board appreciates the potential community benefits, and we look forward to the proposed Community Benefits in the Development Agreement to include:
● Complete Eastside Connect Plan with the expansion/upgrade of bike and pedestrian paths
● Improvements to Pulgas Creek with a Bike and Pedestrian Trail ● Publicly accessible open space
● Financial contributions to the City, hopefully, a portion dedicated to the GESC neighborhood
● Transforming Industrial Road to a Green Boulevard
Thank you for considering these important concerns that impact our neighborhood. We look forward to continued dialogue and collaborative effort to address these issues and ensure that the Alexandria Center for Life Science project benefits both the City of San Carlos and our neighborhood.

GESC (Greater East San Carlos) Board
Sam Herzberg, Jennifer Rosse, Dimitri Vandellos, Scot Marsters, Caroline Tudor, Max Shneider, Paul Magenetti, Ben Fuller, Jeff Maley, Daniel Zizmore, Danny Nguyen

11.a
May 12, 2025 Packet Pg. 1097

San Carlos City CouncilMay 12, 2025

San Carlos City Council
May 12, 2025