SECOND AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT This Second Amendment to the Amended and Restated Owner Participation and Development Agreement (this "Second Amendment") is made and effective as of September _________, 2023 (“Effective Date”) by and between the City of South San Francisco, a municipal corporation (“City”), the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”), and ARE-San Francisco No. 33, LLC (“ARE 33”); ARE-901/951 Gateway Boulevard, LLC (“ARE 901/951”); 601 & 651 Gateway Center LP (“ARE 601/651”); 611 Gateway Center LP (“ARE 611”); 681 Gateway Center LLC (“ARE 681”); 701 Gateway Center LLC (“ARE 701”); and 751 Gateway Center LLC (“ARE 751), all Delaware limited liability companies or limited partnerships (“Owners”). City, Successor Agency, and Owners are sometimes collectively referred to herein as “the Parties.” Any capitalized terms not defined herein shall have the meaning ascribed to them in the OPA (as defined below).
RECITALS
On June 17, 1981, the City adopted the Redevelopment Plan for the South San Francisco Gateway Redevelopment Project (the “Redevelopment Plan”). In 1981, the City, the Redevelopment Agency of the City of South San Francisco (“Redevelopment Agency” or “Agency”), and Homart Development Co. (“Homart”) entered into an owner participation agreement (subsequently amended eight times) addressing the redevelopment of property owned or subsequently acquired by Homart within the Redevelopment Plan area (as amended, the “1981 OPA”); On August 20, 1992, the City, the Redevelopment Agency, and Homart entered into the Amended and Restated Owner Participation Agreement, which was subsequently amended by that certain 1993 Amendment to Amended and Restated Owner Participation Agreement dated January 27, 1993, and further amended by that certain First Amendment to Amended and Restated Owner Participation Agreement dated August 13, 1997 (all as amended, the “OPA”). The OPA superseded the previous 1981 OPA; The OPA governs certain “Property” in the Redevelopment Plan area as depicted in Exhibit A-1 to the OPA. Within the Property, ARE 33 owns 600, 630, and 650 Gateway Boulevard (the “ARE 33 Property”); ARE 901/951 owns 901 and 951 Gateway Boulevard (the “ARE 950/951 Property”); ARE 601/651 owns 601 and 651 Gateway Boulevard (the “ARE 601/651 Property”); ARE 611 owns 611 and 631 Gateway Boulevard (the “ARE 611 Property”); ARE 681 owns 681 and 685 Gateway Boulevard (the “ARE 681 Property”); ARE 701 owns 701 Gateway Boulevard; and ARE 751 owns 751 Gateway Boulevard (the “ARE 751 Property) (collectively, the “Subject Properties”). The Subject Properties are legally described in Attachment 1 (which shall be Exhibit A-4 to the OPA) and depicted in Attachment 2 (which shall be Exhibit A-5 to the OPA), attached hereto and incorporated herein.
The OPA outlines different obligations as they pertain to different portions of the Property (as defined in the OPA). Specifically, the OPA distinguishes between fee obligations as to the “Affected Property” (described in Exhibit A-2 to the OPA) and the “Homart Property” (described in Exhibit A-3 to the OPA). All of the Subject Properties are within the Affected Property and the Homart Property.
On February 1, 2012, the State of California dissolved all redevelopment agencies in the state and established successor agencies to assume certain rights and obligations of the former agencies. Cal. Health & Safety Code §§ 34170 et seq. (“Dissolution Law”). Pursuant to the Dissolution Law, the Redevelopment Agency dissolved, and its assets and obligations were transferred to the Successor Agency. (City Resolution No. 8-2012, dated January 25, 2012). The City Council serves as the governing body of the Successor Agency.
The obligations pertaining to the Subject Properties under the OPA have been substantially completed. Further, other current City planning and governing documents now dictate the appropriate development of the Subject Properties. As such, early termination of the OPA as to the Subject Properties is appropriate.
In light of the dissolution of redevelopment agencies, including the former Agency, the satisfaction of obligations pursuant to the OPA as to the Subject Properties, and the existence of other current City planning documents governing the development of the Subject Properties, the Owners requested and the City and Successor Agency agreed to amend the OPA to remove the Subject Properties, effectively terminating the OPA as to the Subject Properties.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the Parties hereby agree as follows:
Amendments to OPA. Section 1.11 “Property” in Article I “Definitions” of the OPA is amended to read as follows with amendments to the Agreement reflected as additions in double underline and deletions in strikethrough.:
1.11 “Property” shall mean that certain real property more particularly described in Exhibit A hereto and shown on the map attached as Exhibit A-1 hereto, which was, at the time of the execution of the Existing OPA, owned by Developer, together with other parcels within the Project Area which were subsequently acquired by Developer, but excluding the Subject Properties (as defined in subsection (c) below). (a) “Affected Property” shall mean the property described in Exhibit A-2 but excluding the Subject Properties. (b) “Homart Property” shall mean the property described in Exhibit A-3 but excluding the Subject Properties. (c) "Subject Properties” shall mean that certain real property more particularly described in Exhibit A-4 hereto and shown on the map attached as Exhibit A-5 hereto.
Counterparts. This Second Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument. Counterparts of this Second Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes.
Except as amended by this Second Amendment, all obligations and terms contained in the OPA are unchanged and shall remain in full force and effect.
SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO
By: Sharon Ranals
City Manager
ATTEST:
By: Rosa Govea Acosta
City Clerk
APPROVED AS TO FORM:
By: Sky Woodruff
City Attorney
SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY OF CITY OF
SOUTH SAN FRANCISCO
By:
Sharon Ranals
Agency Executive Director
ATTEST:
By: Rosa Govea Acosta
Agency Clerk
APPROVED AS TO FORM:
By: Sky Woodruff
Agency Attorney
ARE 33:
ARE-SAN FRANCISCO NO. 33, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ARE 901/951:
ARE-901/951 GATEWAY BOULEVARD, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ARE 601/651:
601 & 651 GATEWAY CENTER LP,
a Delaware limited partnership
By: Gateway Center GP LLC,
a Delaware limited liability company
general partner
By: Gateway Portfolio Member LLC,
a Delaware limited liability company,
managing member
By: Gateway Portfolio Holdings LLC,
a Delaware limited liability company,
managing member
By: ARE-San Francisco No. 83, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ARE 611:
611 GATEWAY CENTER LP,
a Delaware limited partnership
By: Gateway Center GP LLC,
a Delaware limited liability company
general partner
By: Gateway Portfolio Member LLC,
a Delaware limited liability company,
managing member
By: Gateway Portfolio Holdings LLC,
a Delaware limited liability company,
managing member
By: ARE-San Francisco No. 83, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ARE 681:
681 GATEWAY CENTER LLC,
a Delaware limited liability company
By: Gateway Portfolio Member LLC,
a Delaware limited liability company,
managing member
By: Gateway Portfolio Holdings LLC,
a Delaware limited liability company,
managing member
By: ARE-San Francisco No. 83, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ARE 701:
701 GATEWAY CENTER LLC,
a Delaware limited liability company
By: Gateway Portfolio Member LLC,
a Delaware limited liability company,
managing member
By: Gateway Portfolio Holdings LLC,
a Delaware limited liability company,
managing member
By: ARE-San Francisco No. 83, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ARE 751:
751 GATEWAY CENTER LLC,
a Delaware limited liability company
By: 751 Gateway Member LLC,
a Delaware limited liability company
managing member
By: 751 Gateway Holding LLC,
a Delaware limited liability company,
managing member
By: ARE-San Francisco No. 83, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By: _______________________________
Name: _______________________________
Title: _______________________________
ATTACHMENT 1
“Description of Subject Properties”
ATTACHMENT 2
“Depiction of Subject Properties”
087638\16760781v7 09/05/23
087638\16760781v7 08/02/23
087638\16760781v7 08/02/23
SECOND AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION AND DEVELOPMENT AGREEMENTSECOND AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT