Agenda packet — Colton City Council, August 1, 2023 (part 2 of 2)

Resolution Number:

Resolution Approval Date:

Contact Person/Title:

Phone:

Email:
6/30/22 Carryover Balance $1,021,016.18
FY2022/23 Est. Revenue FY2023/24 Est. Revenue F Y2024/25 Est. Revenue FY2025/26 Est. Revenue FY2026/27 Est. Revenue Total Est. Rev. $1,390,534 $1,399,517 $1, 399,554 $1,411,322 $1,424,322 $7,025,249 Projects:

Pavement Rehabilitation: Cooley Drive (I-215 Bridge to Ashley Way) Yes Yes 0. 0% 0.0% $450,442 $450,442 $0 $0 $0 $0 $450,442 Pavement Rehabilitation: 7th Street (Valley Blvd. to H St.) 0.0% 0. 0% $51,832 $51,832 $0 $0 $0 $0 $51,832 Pavement Rehabilitation: Rancho Ave. (South of N St. to Cement Plant Rd.) Yes 0.0% 0. 0% $235,333 $235,333 $0 $0 $0 $0 $235,333 Pavement Rehabilitation: Citrus St. (Bordwell to La Cadena) No 0. 0% 0.0% $124,395 $124,395 $0 $0 $0 $0 $124,395 Rosedale Ave. - City Limit Only (Litton Ave. to Cordova St.) 0.0% 0. 0% $56,020 $56,020 $0 $0 $0 $0 $56,020 Pavement Rehabilitation: Litton Ave (La Cadena to Bostick Ave.) 0.0% 0. 0% $95,514 $95,514 $0 $0 $0 $0 $95,514 O Street Improvement Project (La Cadena to 6th St.) 0.0% 0. 0% $185,415 $185,415 $0 $0 $0 $0 $185,415 Citywide Sidewalk and ADA Project Yes Ye s 0.0% 0.0% $173,054 $173,054 $0 $0 $0 $0 $173,054 City Wide Street and Traffic Improvement 0.0% 0. 0% $18,529 $18,529 $0 $0 $0 $18,529 Pavement Rehabilitation - Valley Blvd. (Mt. Vernon Ave. to Sperry Dr.) Yes 0.0% 0. 0% $112,320 $0 $112,320 $0 $0 $0 $112,320 Pavement Rehabilitation: Cahuilla St ( South end to Mohave) 0.0% 0. 0% $57,600 $0 $57,600 $0 $0 $0 $57,600 Pavement Rehabilitation: O St. (La Cadena to10th) 0.0% 0. 0% $87,000 $0 $87,000 $0 $0 $0 $87,000 Pavement Rehabilitation: 5th STreet. (N St. to Agua Mansa Rd.) 0.0% 0. 0% $168,000 $0 $168,000 $0 $0 $0 $168,000 Pavement Rehabilitation - Cooley - Pacific Glen Subd. Area 0.0% 0. 0% $324,397 $0 $324,397 $0 $0 $0 $324,397 Pavement Rehabilitation - Pepper Ave (San Bernardino to Randall) Yes 0. 0% 0.0% $422,200 $0 $422,200 $0 $0 $0 $422,200 Pavement Rehabilitation: Rancho Ave. (Cement Plant Rd. to Agua Mansa Rd.) Yes 0.0% 0. 0% $228,000 $0 $228,000 $0 $0 $0 $228,000 Pavement Rehabilitation: Laurel Ave (Rancho Ave. to 6th St) Yes 0. 0% 0.0% $194,400 $0 $0 $194,400 $0 $0 $194,400 Pavement Rehabilitation: D St. (La Cadena to Little Colton Ave.) 0.0% 0. 0% $160,200 $0 $0 $160,200 $0 $0 $160,200 Pavement Rehabilitation - Wild Canyon Drive (Glenwood to East end) 0.0% 0.0% $146, 400 $0 $0 $146,400 $0 $0 $146,400
Pavement Rehabilitation - K St. (3rd to 5th; West end to 7th; west end to 9th) 0.0% 0.0% $128, 400 $0 $0 $128,400 $0 $0 $128,400 Pavement Rehabilitation - H St. (W City limit to Rancho; M Vernon to Sperry) 0.0% 0.0% $126, 000 $0 $0 $126,000 $0 $0 $126,000 Pavement Rehabilitation - Bostick Ave. (Litton to North end) 0.0% 0. 0% $106,200 $0 $0 $106,200 $0 $0 $106,200 Pavement Rehabilitation - Cooley Drive (Ashley Way-south to Mt.

Vernon Ave.) Yes 0.0% 0. 0% $418,000 $0 $0 $418,000 $0 $0 $418,000 Citywide Slurry Seal Project 0.0% 0. 0% $491,480 $0 $0 $119,954 $121,526 $250,000 $491,480 Pavement Rehabilitation - Meridian Ave (Valley Blvd.to Olive Ave.) Yes 0. 0% 0.0% $286,650 $0 $0 $0 $286,650 $0 $286,650 Pavement Rehabilitation - Pennsylvania ( Olive to Mill St.) Yes 0. 0% 0.0% $513,696 $0 $0 $0 $513,696 $0 $513,696 Pavement Rehabilitation -Riverside Ave. (Bridge to Key St.; Bustamante to Bridge (East Side) Yes 0.0% 0. 0% $378,300 $0 $0 $0 $378,300 $0 $378,300 Pavement Rehabilitation - Skyview Dr (Mohave to east end) 0.0% 0. 0% $111,150 $0 $0 $0 $111,150 $0 $111,150 Pavement Rehabilitation: Rancho Ave. (La Cadena Drive to Agua Mansa Rd.) Yes 0.0% 0. 0% $350,000 $0 $0 $0 $0 $350,000 $350,000 Pavement Project: Valley Blvd. (9th to Mt. Vernon Ave.); Cooley Drive (Mt. Vernon to west end)/Via Lata Yes 0.0% 0. 0% $824,322 $0 $0 $0 $0 $824,322 $824,322 Is Project in
City's
N
on-motorized
Transportation
Plan?
(Yes/No)
Does Project
have an ATP
C
omponent?
(Yes/No)
Is the Project on the City's
Nexus Study List?
(
Public/DIF Share %)
Estimated Total
Project Cost
[email protected]
Colton
Current
Estimate
Current
Estimate TotalC urrent
Estimate
Current
Estimate
Current
Estimate
Jurisdiction:R-95-22
8/2/2022
Victor Ortiz, P.E.
909 514-4210
Measure I Local Pass-through Program

FIVE YEAR CAPITAL IMPROVEMENT PLAN
Fiscal Years 2022/2023 thru 2026/2027

EXHIBIT A

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Attachment: Exhibit D-5 year CIP Resolution_FY 23-24 (4150 : Measure I CIP Submittal)

Page 2 of 2 ends

Resolution Number:

Resolution Approval Date:

Contact Person/Title:

Phone:

Email: [email protected]
Colton
Jurisdiction:R-95-22
8/2/2022
Victor Ortiz, P.E.
909 514-4210
Measure I Local Pass-through Program

FIVE YEAR CAPITAL IMPROVEMENT PLAN
Fiscal Years 2022/2023 thru 2026/2027
FY2020-21 Citywide Traffic & Street Improvements 0.0% 0.0% $25,501 $3,264 $0 $0 $0 $0 $3,264 Bridge Retrofit - Mt. Vernon Ave. over Santa Ana River 0.0% 0.0% $3,500,000 $9,755 $0 $0 $0 $0 $9,755 Local Road Safety Plan 0.0% 0.0% $65,000 $386 $0 $0 $0 $0 $386 Pavement Rehabilitation - Cooley Drive ( Valleywood to Ashley Way ) Yes Yes 0.0% 0.0% $90,000 $82,000 $0 $0 $0 $0 $82,000 Pavement Rehabilitation: Pennsylvania Ave. (C St. to F St.) Yes 0.0% 0.0% $82,500 $75,100 $0 $0 $0 $0 $75,100 Pavement Rehabilitation: Olive Ave (6th to Rancho Ave.; City Limit to Meridian Ave) 0.0% 0.0% $180,000 $163,469 $0 $0 $0 $0 $163,469 Pavement Rehabilitation: Laurel Ave. (La Cadena to Mt. Vernon Ave.) Yes 0% 100% $70,500 $64,200 $0 $0 $0 $0 $64,200
Pavement Rehabilitation: La Cadena Dr. - South bound - Iowa to I- 215 on ramp Yes 0% 100% $96,000 $87,400 0.00 0.00 0.00 0.00 $87,400.00 Pavement Rehabilitation: La Cadena Drive - NB/Litton to Tropica Rancho Yes 0% 100% $45,000 $41,000 0.00 0.00 0.00 0.00 $41,000.00 San Bernardino Ave. St. Improvement bet. Pepper and Indigo (installation curb, gutter, sidewalk, striping & signs) Yes Yes 0% 100% $250,000 $140,000 0.00 0.00 0.00 0.00 $140,000.00 South La Cadena Dr. Sidewalk Installation Project (West side, north of Litton Ave.) Yes Yes 0% 100% $350,000 $129,836 0.00 0.00 0.00 0.00 $129,835.62 Alley Paving: Pennsylvania to 4th (north of Valley), G to Fairway (East of Mt. Vernon), La Cadena to 7th (north of G St.) 0% 100% $55,500 $55,500 0.00 0.00 0.00 0.00 $55,500.00 FY 21/22 Citywide Striping Project 0% 100% $29,200 $12,959 0.00 0.00 0.00 0.00 $12,959.43 FY21/22 Citywide Slurry Seal/Surface Treatment Project 0% 100% $136,880 $136,880 0.00 0.00 0.00 0.00 $136,880.00 FY 21/22 Citywide Street and Traffic Improvement 0% 100% $26,800 $19,336 0.00 0.00 0.00 0.00 $19,336.47 $2,411,620 $1,399,517 $1,399,554 $1,411,322 $1,424,322 $8,046,335 Total Programming is currently 100% Total Estimated Programming: $8,046,335 Projects Total:
(Must not exceed 150% of Carryover Balance +
Total Estimated Revenue)

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Attachment: Exhibit D-5 year CIP Resolution_FY 23-24 (4150 : Measure I CIP Submittal) Exhibit B
City of Colton

MEASURE “I” EXPENDITURE STATEGY
PLAN

The City of Colt on allocates approximately ninety percent (90%) of annual Measure I revenue for system improvements to street s infrastructure.

Delivery of these improvements is focused on streets requiring rehabilitation or safety enhancement improvements. Measure I funds are also being used to provide local match for federal and state grant funded project s; th ese projects are focus ed on improving Colton’s infrastructure and /or transportation system for pedestrian/bicycle/vehicular traffic.

The remaining ten percent (10%) of the City’s annual Measure I revenue are allocated to pedestrian safety such as sidewalk, handicap ramp installation, and other traffic safety improvements. All identi fied improvements are consistent with the goals of the city’s General Plan Circulation Element.

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Attachment: Exhibit D-5 year CIP Resolution_FY 23-24 (4150 : Measure I CIP Submittal) 1 2
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RESOLUTION NO. R-72-23

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLTON,

CALIFORNIA ADOPTING THE MEASURE I FIVE -YEAR CAPITAL PROJECT NEEDS ANALYSIS FOR FISCAL YEAR 2024/2025 TO FY 2028/2029.

W
HEREAS the City of Colton is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California (“City”); and W
HEREAS, San Bernardino County voters approved passage of Measure I in November 2004, authorizing the San Bernardino County Transportation Authority to impose a one-half of one percent retail transactions and use tax applicable in the incorporated and unincorporated territory of the County of San Bernardino; and
W
HEREAS, revenue from the tax can only be used for transportation improvement and traffic management programs authorized in the Expenditure Plans set forth in Ordinance No. 04-1 of the Authority; and
W
HEREAS, , the Strategic Plan requires each local jurisdiction applying for revenue from the Valley Major Street and Freeway Interchange Programs to annually adopt and update a Five-Year Capital Project Needs Analysis.

W, THEREFORE, THE CITY COUNCIL OF THE CITY OF COLTON, STATE OF CALIFORNIA DOES HEREBY resolve, reaffirm and adopt the Measure I Five-Year Capital Project Needs Analysis for Fiscal Year 2024/2025 to FY 2028/2029, attached to this resolution.

PASSED
, APPROVED AND ADOPTED THIS 1st DAY OF AUGUST 2023
_______
______________________________
FRANK J. NAVARRO
Mayor
AT
TEST:
_____________________________________

STEPHANIE VARGAS
Deputy City Clerk

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Attachment: Exhibit E-5 year CPNA Resolution_FY23-24 (4150 : Measure I CIP Submittal) Copy of Exhibit C - 2024-2028 CPNA Expenditure Plan (002) - Proj 1 Nexus Project Cost 3,696,215$
Dev. Loan? No
5-Year Advance? No
Public Share: 56.4%
Dev. Share: 43.60%
Project Information Phase Funding PRIOR* FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE PA&ED
Total Cost: $1,000,590.00
Fund Type: MSI Arterial $ 65,020.00 $ - $ - $ - $ - $ - $ - HBP $ 885,300.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 50,270.00 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - PS&E
Total Cost: $1,460,180.00
Fund Type: MSI Arterial $ 104,790.00 $ - $ - $ - $ - $ - $ - HBP $ 1,274,370.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 81,020.00 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - ROW
Total Cost: $1,000,000.00
Fund Type: MSI Arterial $ 64,687.00 $ - $ - $ - $ - $ - $ - HBP $ 885,305.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 50,008.00 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - CONST
Total Cost: $28,600,000.00
Fund Type: MSI Arterial $ - $ 616,718.96 $ 616,718.96 $ 616,718.96 $ - $ - $ - HBP $ - $ 8,439,860.00 $ 8,439,860.00 $ 8,439,860.00 $ - $ - $ - DEV FEE $ - $ 476,754.37 $ 476,754.37 $ 476,754.37 $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - Widen La Cadena Dr. from Rancho
Ave. to Iowa Split incl. Bridge Over
Santa Ana River
*Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses.

Capital Project Needs Analysis
City of Colton
Valley Arterial Sub-Program
Current Total Project Cost
Estimate:
$26,173,958.00
Total Measure I Request:
$2,084,653.88
(Summation of Measure I)
Comments:

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Attachment: Exhibit E-5 year CPNA Resolution_FY23-24 (4150 : Measure I CIP Submittal) Copy of Exhibit C - 2024-2028 CPNA Expenditure Plan (002) - Proj 2 Nexus Project Cost 3,397,682$
Dev. Loan? No
5-Year Advance? No
Public Share: 56.4%
Dev. Share: 43.60%
Project Information Phase Funding PRIOR* FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE PA&ED
Total Cost: $1,375,000.00
Fund Type: MSI Arterial $ 155,100.00 $ - $ - $ - $ - $ - $ - HBP $ 1,100,000.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 119,900.00 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - PS&E
Total Cost: $1,308,640.00
Fund Type: MSI Arterial $ 129,110.00 $ - $ - $ - $ - $ - $ - HBP $ 1,079,730.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 99,800.00 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - ROW
Total Cost: $479,096.00
Fund Type: MSI Arterial $ 30,989.00 $ - $ - $ - $ - $ - $ - HBP $ 424,149.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 23,958.00 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - CONST
Total Cost: $24,750,000.00
Fund Type: MSI Arterial $ 533,699.10 $ 533,699.10 $ 533,699.10 $ - $ - $ - HBP $ 7,303,725.00 $ 7,303,725.00 $ 7,303,725.00 $ - $ - $ - DEV FEE $ 412,575.90 $ 412,575.90 $ 412,575.90 $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses.

Comments:

Capital Project Needs Analysis
City of Colton
Valley Arterial Sub-Program
Current Total Project Cost
Estimate:
$17,662,602.00
Total Measure I Request:
$1,916,296.30
(Summation of Measure I)
Mount Vernon Ave. Bridge over
UPRR Widening Project

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Attachment: Exhibit E-5 year CPNA Resolution_FY23-24 (4150 : Measure I CIP Submittal) Copy of Exhibit C - 2024-2028 CPNA Expenditure Plan (002) - Proj 3 Nexus Project Cost 1,131,352$
Dev. Loan? No
5-Year Advance? No
Public Share: 56.4%
Dev. Share: 43.60%
Project Information Phase Funding PRIOR* FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE PA&ED
Total Cost: $134,985.00
Fund Type: MSI Arterial $ 15,226.31 $ - $ - $ - $ - $ - $ - DEMO $ 107,988.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 11,770.69 $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: ______ $ - $ - $ - $ - $ - $ - $ - PS&E
Total Cost: $449,174.00
Fund Type: MSI Arterial $ 35,528.05 $ 15,138.78 $ - $ - $ - $ - $ - DEMO $ 251,972.00 $ - $ - $ - $ - $ - $ - DEV FEE $ 27,464.95 $ 11,703.02 $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: CPFCDS $ - $ 107,367.20 $ - $ - $ - $ - $ - ROW
Total Cost: $260,000.00
Fund Type: MSI Arterial $ - $ 29,328.00 $ - $ - $ - $ - $ - DEV FEE $ - $ 22,672.00 $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: CPFCDS $ - $ 208,000.00 $ - $ - $ - $ - $ - CONST
Total Cost: $4,812,600.00
Fund Type: MSI Arterial $ - $ - $ 180,953.76 $ 180,953.76 $ 180,953.76 $ - $ - DEV FEE $ - $ - $ 139,886.24 $ 139,886.24 $ 139,886.24 $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - - Select Fund - $ - $ - $ - $ - $ - $ - $ - Other: CPFCDS $ - $ - $ 1,283,360.00 $ 1,283,360.00 $ 1,283,360.00 $ - $ - *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses.

Comments:

The project was granted $4.166M
federal grant from Community
Project Funded Congressional
Directed Spending (CPFCDS) in
April 2023.

Capital Project Needs Analysis
City of Colton
Valley Arterial Sub-Program
Current Total Project Cost
Estimate:
$5,669,970.00
Total Measure I Request:
$638,082.42
(Summation of Measure I)
Realign Reche Cyn. Rd. to Hunts
Lane from Washington St. to City
Limit (New 4 lane road)

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Attachment: Exhibit E-5 year CPNA Resolution_FY23-24 (4150 : Measure I CIP Submittal)

ATTACHMENT C

SHARES ALLOCATIONS
Jurisdiction
Current
Equitable
Share*
FY10/11 thru
FY23/24
Reimbursements
FY10/11 thru
4/24/23
Allocation
Balance
Approved
Advances
@ 4/24/23
Term Loan
Collateral
@ 4/24/23
Chino 7.591% $18,613,913 $298,946 $18,314,967 $10,500,000 Chino Hills 2.194% $3,043,718 $0 $3,043,718
Colton 2.534% $6,618,994 $393,612 $6,225,382
Fontana 19.400% $39,301,658 $7,634,761 $31,666,897
Grand Terrace 1.389% $3,628,170 $151,462 $3,476,708
Highland 6.777% $17,641,193 $5,183,062 $12,458,131 $3,499,301 Loma Linda 4.074% $10,641,587 $5,019,909 $5,621,677
Montclair 0.597% $1,559,407 $1,913,734 -$354,327 $1,033,100 $1,990,241 Ontario 12.272% $32,055,364 $16,605,339 $15,450,026 $6,383,764 Rancho Cucamonga 5.044% $10,704,395 $5,429,607 $5,274,788 Redlands 4.854% $12,679,004 $2,112,512 $10,566,492
Rialto 3.831% $9,553,460 $8,146,197 $1,407,263
San Bernardino 7.857% $20,523,060 $8,934,020 $11,589,040 $12,000,000 Upland 2.743% $7,164,917 $3,158,457 $4,006,460 $2,029,872 Yucaipa 5.965% $14,207,908 $13,401,043 $806,865 $6,000,000 County 12.878% $33,638,281 $6,039,970 $27,598,311
Arterial Allocation 100.000% $241,575,030 $84,422,630 $157,152,400 $37,946,736 $5,489,542

BALANCES SPECIAL ARRANGEMENTS
Measure I Valley Major Street/Arterial Sub-Program
Summary of Allocations, Balances & Special Arrangements

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Attachment: Exhibit E-5 year CPNA Resolution_FY23-24 (4150 : Measure I CIP Submittal)

ATTACHMENT E
SHARES
Current
Equitable
Share FY24/25 FY25/26 FY26/27 FY27/28 FY28/29
Total Projected
Revenue
Current Allocation
Balance
Total Available
through FY28/29
Chino 7.591% $2,357,929 $2,423,714 $2,491,410 $2,561,071 $2,632,755 $12,466,879 $18,314,967 $30,781,846 Chino Hills 2.194% $0 $0 $0 $0 $0 $0 $3,043,718 $3,043,718 Colton 2.534% $823,797 $846,067 $868,983 $892,566 $916,833 $4,348,245 $6,225,382 $10,573,628 Fontana 19.400% $4,282,412 $4,447,348 $4,617,075 $4,791,730 $4,971,457 $23,110,022 $31,666,897 $54,776,920 Grand Terrace 1.389% $451,560 $463,767 $476,329 $489,256 $502,557 $2,383,470 $3,476,708 $5,860,178 Highland 6.777% $2,197,681 $2,257,194 $2,318,435 $2,381,455 $2,446,304 $11,601,068 $12,458,131 $24,059,199 Loma Linda 4.074% $1,324,447 $1,360,251 $1,397,095 $1,435,009 $1,474,024 $6,990,825 $5,621,677 $12,612,503 Montclair 0.597% $194,083 $199,330 $204,729 $210,285 $216,002 $1,024,429 ($354,327) $670,102 Ontario 12.272% $3,989,595 $4,097,447 $4,208,431 $4,322,639 $4,440,162 $21,058,274 $15,450,026 $36,508,300 Rancho Cucamonga 5.044% $1,265,415 $1,308,298 $1,352,427 $1,397,838 $1,444,567 $6,768,545 $5,274,788 $12,043,333 Redlands 4.854% $1,578,023 $1,620,682 $1,664,580 $1,709,753 $1,756,237 $8,329,275 $10,566,492 $18,895,767 Rialto 3.831% $1,204,421 $1,237,743 $1,272,032 $1,307,318 $1,343,628 $6,365,142 $1,407,263 $7,772,405 San Bernardino 7.857% $2,554,290 $2,623,341 $2,694,397 $2,767,517 $2,842,760 $13,482,306 $11,589,040 $25,071,347 Upland 2.743% $891,742 $915,849 $940,656 $966,183 $992,451 $4,706,881 $4,006,460 $8,713,341 Yucaipa 5.965% $1,814,953 $1,866,327 $1,919,192 $1,973,593 $2,029,574 $9,603,639 $806,865 $10,410,504 County 12.878% $4,186,604 $4,299,782 $4,416,247 $4,536,094 $4,659,420 $22,098,147 $27,598,311 $49,696,458 Totals 100.000% $29,116,952 $29,967,139 $30,842,019 $31,742,305 $32,668,731 $154,337,147 $157,152,400 $311,489,548 Measure I Valley Major Street/Arterial Sub-Program Revenue Projections Fiscal Years 2024/2025 through 2028/2029
Jurisdiction
CPNA REVENUE PROJECTIONS* TOTALS
* 15-year reconciliation of shares in effect until FY35/36, which reduces allocations to Chino Hills, Fontana, and Rancho Cucamonga to account for allocations to projects through the Project Advancement Agreement process.

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Attachment: Exhibit E-5 year CPNA Resolution_FY23-24 (4150 : Measure I CIP Submittal)

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RESOLUTION NO. R-70-23

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLTON TO AMEND THE FISCAL YEAR 2022/2023 CAPITAL IMPROVEMENT BUDGET.

WHEREAS the City of Colton is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California (“City”); and

WHEREAS, the budget for Fiscal Year 2022 -2023 has been approved by City Council, and must now be amended to increase the appropriation in the Public Works -Engineering Division for Measure I funded projects; and,

WHEREAS, the Measure I revenue projection for Local Streets for the City of Colton for FY 2023/2024 increased by $14,358; and,

WHEREAS, the increased funding will be utilized to supplement various Measure I funded projects listed for FY 2 023/2024 by increasing the funding for each project to compensate for the construction price increase due to inflation; and,

WHEREAS, a budget appropriation and adjustment not listed in the Fiscal Year 2023/2024 budget is required and must be approved by resolution of the City Council.

NOW, THEREFORE BE IT RESOLVED, DETERMINED, AND ORDERED BY THE CITY COUNCIL OF THE CITY OF COLTON, AS FOLLOWS:

Section 1 The Recitals preceding in this Resolution are true and correct and are incorporated into this Resolution by reference.

Section 2 The City Council authorizes the following amendment for the Fiscal Year 2023/2024 budget:

 Increase revenues by $14,358 in account number 218-5711-000;

 Increase appropriations in account number 218 -2421-6150-3890-0000-000 (FY23/24 Citywide Sidewalk/ADA Improvement by $14,358;
.

PASSED, APPROVED AND ADOPTED THIS 1st DAY OF AUGUST 2023

_____________________________________
FRANK J. NAVARRO
Mayor

ATTEST:

_____________________________________

STEPHANIE VARGAS
Deputy City Clerk

8.f
Packet Pg. 205
Attachment: Exhibit F- Resolution to Amend FY 23-24 CIP (4150 : Measure I CIP Submittal) REV FY22/23 FY23/24 FY24/25 FY25/26 FY26/27 FY27/28
Chino 5.81% $ 2,453,733 $ 2,430,358 $ 2,487,787 $ 2,560,428 $ 2,635,178 $ 2,712,100 12,825,851$ Chino Hills 4.92% $ 2,077,860 $ 2,058,066 $ 2,106,697 $ 2,168,211 $ 2,231,511 $ 2,296,649 10,861,134$ Colton 3.38% $ 1,427,473 $ 1,413,875 $ 1,447,284 $ 1,489,543 $ 1,533,030 $ 1,577,779 7,461,510$ Fontana 13.43% $ 5,671,883 $ 5,617,851 $ 5,750,598 $ 5,918,510 $ 6,091,299 $ 6,269,105 29,647,363$ Grand Terrace 0.82% $ 346,310 $ 343,011 $ 351,116 $ 361,368 $ 371,918 $ 382,775 1,810,189$ Highland 3.57% $ 1,507,716 $ 1,493,353 $ 1,528,640 $ 1,573,275 $ 1,619,206 $ 1,666,471 7,880,945$ Loma Linda 1.60% $ 675,727 $ 669,290 $ 685,105 $ 705,109 $ 725,695 $ 746,878 3,532,076$ Montclair 2.39% $ 1,009,367 $ 999,752 $ 1,023,375 $ 1,053,257 $ 1,084,006 $ 1,115,649 5,276,038$ Ontario 11.33% $ 4,784,991 $ 4,739,408 $ 4,851,398 $ 4,993,054 $ 5,138,825 $ 5,288,828 25,011,513$ Rancho Cucamonga 11.01% $ 4,649,846 $ 4,605,550 $ 4,714,377 $ 4,852,032 $ 4,993,686 $ 5,139,453 24,305,098$ Redlands 4.58% $ 1,934,268 $ 1,915,842 $ 1,961,112 $ 2,018,375 $ 2,077,301 $ 2,137,938 10,110,567$ Rialto 6.56% $ 2,770,480 $ 2,744,088 $ 2,808,930 $ 2,890,948 $ 2,975,348 $ 3,062,199 14,481,512$ San Bernardino 13.94% $ 5,887,271 $ 5,831,187 $ 5,968,975 $ 6,143,263 $ 6,322,614 $ 6,507,173 30,773,212$ Upland 4.99% $ 2,107,423 $ 2,087,347 $ 2,136,670 $ 2,199,059 $ 2,263,260 $ 2,329,325 11,015,662$ Yucaipa 3.44% $ 1,452,813 $ 1,438,973 $ 1,472,975 $ 1,515,985 $ 1,560,243 $ 1,605,787 7,593,963$ County/Valley 8.23% $ 3,475,770 $ 3,442,659 $ 3,524,008 $ 3,626,905 $ 3,732,791 $ 3,841,753 18,168,116$ Total Valley Region 100.00% $ 42,232,932 $ 41,830,607 $ 42,819,048 $ 44,069,322 $ 45,355,910 $ 46,679,861 220,754,749$ Measure I Local Pass-through Program

VALLEY SUBAREA
Population
Distribution
Percentage
Total FY23/24
through FY27/28
Valley Subarea
Estimated Annual Local Pass-Through Amount
REVISED REVENUE ESTIMATES FOR FY2022/2023 thru FY2027/2028

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Attachment: Exhibit G - 2024-2028 MICIP 5 Year Revenue Estimate (4150 : Measure I CIP Submittal)

ITEM NO. 9

STAFF REPORT

DATE: AUGUST 1, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: BRIAN DICKINSON, PUBLIC WORKS AND UTILITY SERVICES

DIRECTOR
SUBJECT: APPROVE NOTICE OF COMPLETION (NOC) FOR THE FLOORING

REPLACEMENT PROJECT AT THE POLICE DEPARTMENT (PD)
AND INFORMATION TECHNOLOGY (IT) DIVISION WITH MIKE’S
CUSTOM FLOORING.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

Authorize the execution and recordation o f a Notice of Completion (NOC) for the Flooring Replacement Project at PD & I.T. with Mike’s Custom Flooring Inc.

BACKGROUND

On March 1, 2022, the City awarded Mike’s Custom Flooring Inc. a contract for $59,237.57 to replace the flooring throughout the C olton Police Department (PD) and Information Technology (IT) Division of the Finance Department.

ISSUES/ANALYSIS

On June 07, 2022, the City Council authorized Change Order No. 1 for $19,882.74 to account for moisture testing and mitigation work for the proper installation of the flooring at the Colton Police Department Briefing Room. Change Order No. 1 increased the total contract amount to $79,120.31.

On May 02, 2023, the City Council authorized Change Order No. 2 for $7,820.94 to account for specially required Electrostatic Discharge (ESD) Tile necessary at the Police Department 9 Packet Pg. 207
Staff Report to the Mayor and City Council
Notice of Completion - Flooring Replacement Project
August 1, 2023

Page 2 ends

dispatch room necessary to protect the sensitive emergency equipment. Change Order No. 2 increased the total contract amount to $86,941.25.

The project was completed in Ma y of 2023 per contract documents and specifications and to the satisfaction of the Project Manager.

FISCAL IMPACTS

The total amount for the PD & I.T. Flooring Replacement Project with Mike’s Custom Flooring Inc. was $86,941.25 , including Change Order No. 1 and No. 2. There is no additional fiscal impact to file the Notice of Completion. The project was funded in the Building Maintenance Building Account No. 605-6150-6211-4950-0000-000.

ALTERNATIVES

1. Provide direction to staff.

ATTACHMENT

1. Exhibit A - Notice of Completion
9 Packet Pg. 208

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

Name: City of Colton

Street 650 N. La Cadena Drive
Address

City & Colton, California
State California
Zip 92324

SPACE ABOVE THIS LINE FOR RECORDER’S USE

Notice of Completion
NOTICE IS HEREBY GIVEN THAT:

1. The City of Colton is the owner of the interest or estate stated below in the property hereinafter described.

2. The full name of the undersigned is Victor Ortiz P.E., M.A

3. The full address of the undersigned is City of Colton, 160 S. 10th Street, Colton, CA 92324-2897

4. The nature of the title of the undersigned is City of Colton City Engineer (E.G. owner in fee OR vender under contract of purchase OR lessee OR OTHER APPROPRIATE DESIGNATION).

5. The full names and full addresses of all persons, if any, who holds title with the undersigned as joint tenants or as tenants in common are:

Names Addresses

N/A N/A

6. The names of the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of the work of improvement herein referred to are (OR IF NO TRANSFER WAS MADE, INSERT THE WORD “none”):

Names Addresses

N/A N/A

7. A work of improvements on the property hereinafter described was completed on May 25, 2023

8. The name of the original contractor, if any, for the work of improvement was Mikes Custom Flooring, Inc.

The kind of work done or material furnished was custom flooring installation and repair.

9. The property on which the work of improvement was completed is in the City of Colton, County of San Bernardino, State of California, and is described as follows: PD & I.T. Flooring Replacement Project
The street address of the said property is: 650 N. La Cadena Dr., Colton, CA 92324-2897

Dated: ___________________________ _______________________________________________ Victor Ortiz, P.E., M.A Assistant PW Director/City Engineer

VERIFICATION
I, the undersigned say:

I am the person who signed the foregoing notice. I have read the above notice and know its contents, and the facts stated
therein are true of my own knowledge.

I declare under penalty of perjury that the foregoing is true and correct.

Executed at ___________________, California, this _____________ day of __________________ ____________

________________________________________________
(SIGNATURE)

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Attachment: Exhibit A - Notice of Completion (4129 : Notice of Completion - Flooring Replacement Project)

ITEM NO. 10

STAFF REPORT

DATE: AUGUST 1, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: BRIAN DICKINSON, PUBLIC WORKS AND UTILITY SERVICES

DIRECTOR
SUBJECT: APPROVE NOTICE OF COMPLETION (NOC) FOR THE FY 22/23 SLURRY SEAL PROJECT WITH ROY ALLAN SLURRY SEAL, INC.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

Authorize the execution and recordation of a Notice of Completion (NOC) for the FY 22/23 Slurry Seal Project with Roy Allan Slurry Seal, Inc.

BACKGROUND

Roy All an Slurry Seal, Inc. completed the FY 22/23 Slurry Seal on various city streets throughout Colton. The project is now complete and to the satisfaction of the Project Manager.

ISSUES/ANALYSIS

On December 6, 2022, the City awarded Roy All an Slurry Seal, Inc. a contract in the amount of $347,424.21 to provide pavement maintenance on various city streets throughout the City of Colton.

On June 26, 2023, the City authorized Change Order No. 1 to reflect additional material costs incurred during construction. The total amount for the revised scope of work identified was $15,792.53. Change Order No. 1 reflected a 4.55% cost increase, within the approved contingency, bringing the total contract amount to $363,216.74 for Roy Allan Slurry Seal, Inc.

The project was completed in July of 2023 per contract documents and specifications and to the satisfaction of the Project Manager.
10 Packet Pg. 210
Staff Report to the Mayor and City Council
Notice of Completion - FY22/23 Slurry Seal Project
August 1, 2023

Page 2 ends

FISCAL IMPACTS

The total amount for FY 22/23 Slurry Seal by Roy All an Slurry S eal, Inc. was $363,216.74 , including Change Order No. 1. There is no additional fiscal impact to file the Notice of Completion. The project was funded in the following account numbers:

ALTERNATIVES

1. Provide alternative direction to staff.

ATTACHMENT

1. Exhibit A - Notice of Completion
10 Packet Pg. 211

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

Name: City of Colton

Street 650 N. La Cadena Drive
Address

City & Colton, California
State California
Zip 92324

SPACE ABOVE THIS LINE FOR RECORDER’S USE

Notice of Completion
NOTICE IS HEREBY GIVEN THAT:

1. The City of Colton is the owner of the interest or estate stated below in the property hereinafter described.

2. The full name of the undersigned is Victor Ortiz P.E., M.A

3. The full address of the undersigned is City of Colton, 160 S. 10th Street, Colton, CA 92324-2897

4. The nature of the title of the undersigned is City of Colton City Engineer (E.G. owner in fee OR vender under contract of purchase OR lessee OR OTHER APPROPRIATE DESIGNATION).

5. The full names and full addresses of all persons, if any, who holds title with the undersigned as joint tenants or as tenants in common are:

Names Addresses

N/A N/A

Names Addresses

N/A N/A

7. A work of improvements on the property hereinafter described was completed on July 03, 2023

8. The name of the original contractor, if any, for the work of improvement was Roy Allan Slurry Seal The kind of work done or material furnished was slurry seal on various city streets throughout Colton.

9. The property on which the work of improvement was completed is in the City of Colton, County of San Bernardino, State of California, and is described as follows: FY 22-23 Slurry Seal Project The street address of the said property is: 160 S. 10th Street, Colton, CA 92324-2897

Dated: ___________________________ _______________________________________________ Victor Ortiz, P.E., M.A Assistant PW Director/City Engineer

VERIFICATION
I, the undersigned say:

I am the person who signed the foregoing notice. I have read the above notice a nd know its contents, and the facts stated
therein are true of my own knowledge.

I declare under penalty of perjury that the foregoing is true and correct.

Executed at ___________________, California, this _____________ day of ___________________________ ___

________________________________________________
(SIGNATURE)

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Attachment: Exhibit A - Notice of Completion (4148 : Notice of Completion - FY22/23 Slurry Seal Project)

ITEM NO. 11

STAFF REPORT

DATE: AUGUST 1, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: TIM MCHARGUE, FIRE CHIEF
SUBJECT: SET PUBLIC HEARING FOR AUGUST 15, 2023 TO REPORT ON WEED ABATEMENT COSTS.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

It is recommended that the City Council set the Public Hearing for the meeting of August 15, 2023 and consider a resolution adopting the Report of Costs for weed abatement and confirming those costs provided to the County for placement on the tax rolls for payment.

BACKGROUND

The City’s Spring Weed Abatement Program has been completed. Approximately 121 parcels have been identified for abate ment. Of those, approximately 121 have been completed by the City’s contractor.

ISSUES/ANALYSIS

At this time, it is necessary to set a Public Hearing to consider the Report of Costs and to hear any objections from property owners liable to be assessed for the abatement. As provided for in CMC §8.06.100, the City Clerk shall post a copy of the Report of Costs and the Hearing Notice at least seven (7) calendar days before the Public Hearing.

FISCAL IMPACTS

Administrative Fees i n the amount of approximately $103,576 .00 and contractor s’ f ees in the amount of $42,716 .00 assessed through the Property Tax Rolls are estimated for Fiscal Year 2023-2024.
11 Packet Pg. 213
Staff Report to the Mayor and City Council
Set Public Hearing - Weed Abatement
August 1, 2023

Page 2 ends

ALTERNATIVES

1. Provide alternative direction to staff.

ATTACHMENT

1. Exhibit A Report of Costs 2023
11 Packet Pg. 214
APN Contractor Fees Admin Fee Total Fee
016001239 170.00$ 856.00$ 1,026.00$ 016007120 255.00$ 856.00$ 1,111.00$ 016007169 170.00$ 856.00$ 1,026.00$ 016008106 200.00$ 856.00$ 1,056.00$ 016018338 220.00$ 856.00$ 1,076.00$ 016018339 170.00$ 856.00$ 1,026.00$ 016018340 170.00$ 856.00$ 1,026.00$ 016018341 170.00$ 856.00$ 1,026.00$ 016018342 170.00$ 856.00$ 1,026.00$ 016018343 170.00$ 856.00$ 1,026.00$ 016018344 170.00$ 856.00$ 1,026.00$ 016019137 409.00$ 856.00$ 1,265.00$ 016025109 105.00$ 856.00$ 961.00$ 016027101 245.00$ 856.00$ 1,101.00$ 016108112 185.00$ 856.00$ 1,041.00$ 016108214 237.00$ 856.00$ 1,093.00$ 016125504 232.00$ 856.00$ 1,088.00$ 016201216 272.00$ 856.00$ 1,128.00$ 016204115 270.00$ 856.00$ 1,126.00$ 016204124 170.00$ 856.00$ 1,026.00$ 016204125 170.00$ 856.00$ 1,026.00$ 016208314 260.00$ 856.00$ 1,116.00$ 016210112 85.00$ 856.00$ 941.00$ 016212406 180.00$ 856.00$ 1,036.00$ 016212417 147.00$ 856.00$ 1,003.00$ 016220211 227.00$ 856.00$ 1,083.00$ 016220301 202.00$ 856.00$ 1,058.00$ 016220302 212.00$ 856.00$ 1,068.00$ 016228104 265.00$ 856.00$ 1,121.00$ 016228114 392.00$ 856.00$ 1,248.00$ 016228134 265.00$ 856.00$ 1,121.00$ 016228152 127.00$ 856.00$ 983.00$ 016228156 265.00$ 856.00$ 1,121.00$ 016228166 265.00$ 856.00$ 1,121.00$ 016302118 334.00$ 856.00$ 1,190.00$ 016302219 340.00$ 856.00$ 1,196.00$ 016302226 195.00$ 856.00$ 1,051.00$ 016302227 380.00$ 856.00$ 1,236.00$ 016306512 125.00$ 856.00$ 981.00$ 016306515 125.00$ 856.00$ 981.00$ 016306516 125.00$ 856.00$ 981.00$ 016308108 190.00$ 856.00$ 1,046.00$ 016313301 180.00$ 856.00$ 1,036.00$ 016313302 180.00$ 856.00$ 1,036.00$ 016313405 85.00$ 856.00$ 941.00$ 016313501 180.00$ 856.00$ 1,036.00$

11.a
Packet Pg. 215
Attachment: Exhibit A Report of Costs 2023 (4156 : Set Public Hearing - Weed Abatement) APN Contractor Fees Admin Fee Total Fee
016313503 170.00$ 856.00$ 1,026.00$ 016314117 751.00$ 856.00$ 1,607.00$ 016314118 3,655.00$ 856.00$ 4,511.00$ 016316122 1,335.00$ 856.00$ 2,191.00$ 016316149 351.00$ 856.00$ 1,207.00$ 016317123 428.00$ 856.00$ 1,284.00$ 016318201 995.00$ 856.00$ 1,851.00$ 01639139 170.00$ 856.00$ 1,026.00$ 016319140 170.00$ 856.00$ 1,026.00$ 016319141 180.00$ 856.00$ 1,036.00$ 016319142 180.00$ 856.00$ 1,036.00$ 016319143 180.00$ 856.00$ 1,036.00$ 016319144 180.00$ 856.00$ 1,036.00$ 016319145 170.00$ 856.00$ 1,026.00$ 016321105 265.00$ 856.00$ 1,121.00$ 016321125 285.00$ 856.00$ 1,141.00$ 016321229 170.00$ 856.00$ 1,026.00$ 016321230 448.00$ 856.00$ 1,304.00$ 016322126 255.00$ 856.00$ 1,111.00$ 016322127 180.00$ 856.00$ 1,036.00$ 016323202 422.00$ 856.00$ 1,278.00$ 016327201 223.00$ 856.00$ 1,079.00$ 016327307 679.00$ 856.00$ 1,535.00$ 016328109 186.00$ 856.00$ 1,042.00$ 016335125 605.00$ 856.00$ 1,461.00$ 016338113 1,445.00$ 856.00$ 2,301.00$ 016401118 242.00$ 856.00$ 1,098.00$ 016403147 85.00$ 856.00$ 941.00$ 16420246 734.00$ 856.00$ 1,590.00$ 016430114 85.00$ 856.00$ 941.00$ 025405169 535.00$ 856.00$ 1,391.00$ 025407151 185.00$ 856.00$ 1,041.00$ 025407157 590.00$ 856.00$ 1,446.00$ 025407161 285.00$ 856.00$ 1,141.00$ 025407162 777.00$ 856.00$ 1,633.00$ 025407167 365.00$ 856.00$ 1,221.00$ 026007208 380.00$ 856.00$ 1,236.00$ 026007212 340.00$ 856.00$ 1,196.00$ 026007213 380.00$ 856.00$ 1,236.00$ 026023102 1,475.00$ 856.00$ 2,331.00$ 027504107 160.00$ 856.00$ 1,016.00$ 027504109 170.00$ 856.00$ 1,026.00$ 027504128 340.00$ 856.00$ 1,196.00$ 027504131 380.00$ 856.00$ 1,236.00$ 027504137 510.00$ 856.00$ 1,366.00$ 027508101 935.00$ 856.00$ 1,791.00$

11.a
Packet Pg. 216
Attachment: Exhibit A Report of Costs 2023 (4156 : Set Public Hearing - Weed Abatement) APN Contractor Fees Admin Fee Total Fee
027518138 2,125.00$ 856.00$ 2,981.00$ 027601424 180.00$ 856.00$ 1,036.00$ 017612120 595.00$ 856.00$ 1,451.00$ 027449104 473.00$ 856.00$ 1,329.00$ 027650104 455.00$ 856.00$ 1,311.00$ 027655104 340.00$ 856.00$ 1,196.00$ 027702303 242.00$ 856.00$ 1,098.00$ 028229213 286.00$ 856.00$ 1,142.00$ 028233146 85.00$ 856.00$ 941.00$ 028233147 85.00$ 856.00$ 941.00$ 028421131 85.00$ 856.00$ 941.00$ 028421138 170.00$ 856.00$ 1,026.00$ 028462108 170.00$ 856.00$ 1,026.00$ 116702122 535.00$ 856.00$ 1,391.00$ 116703101 935.00$ 856.00$ 1,791.00$ 116703117 210.00$ 856.00$ 1,066.00$ 116705106 190.00$ 856.00$ 1,046.00$ 116705107 360.00$ 856.00$ 1,216.00$ 116706101 222.00$ 856.00$ 1,078.00$ 116706102 222.00$ 856.00$ 1,078.00$ 116711104 677.00$ 856.00$ 1,533.00$ 117826101 170.00$ 856.00$ 1,026.00$ 117827139 170.00$ 856.00$ 1,026.00$ 117828130 127.00$ 856.00$ 983.00$ 117834103 210.00$ 856.00$ 1,066.00$ 117834104 185.00$ 856.00$ 1,041.00$ 117834105 170.00$ 856.00$ 1,026.00$ 117834112 170.00$ 856.00$ 1,026.00$ 117834113 180.00$ 856.00$ 1,036.00$ TOTAL 42,716.00$ 103,576.00$ 146,292.00$

11.a
Packet Pg. 217
Attachment: Exhibit A Report of Costs 2023 (4156 : Set Public Hearing - Weed Abatement)

ITEM NO. 12

STAFF REPORT

DATE: AUGUST 1, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: STEPHANIE VARGAS, DEPUTY CITY CLERK
SUBJECT: WAIVE FULL READING, READ BY TITLE ONLY AND APPROVE

SECOND READING OF AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF COLTON, CALIFORNIA TO APPROVE A

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF COLTON

AND LINEAGE LOGISTICS, LLC FOR THE AGUA MANSA
LOGISTICS CENTER PROJECT, ORDINANCE NO. O-05-23.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

It is recommended to that the City Council Waive Full Reading and Approve Second Reading of An Ordinance of the City Council of the City of Colton Approving the Lineage Logistics, LLC Development Agreement for property generally located at 1500 Agua Mansa Road in the City of Colton

ATTACHMENT

1. PC Resolution No. R-06-23_Recommending Approval of Development Agreement_Lineage.doc

2. ORDINANCE O-05-23_Lineage Logistics Development Agreement

3. EXHIBIT A_LINEAGE DEVELOPMENT AGREEMENT (5-31-23) CC DRAFT

4. PC 2023 May 9_Meeting Minutes
12 Packet Pg. 218

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Attachment: PC Resolution No. R-06-23_Recommending Approval of Development Agreement_Lineage.doc (4172 : Second Reading of

12.a
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Attachment: PC Resolution No. R-06-23_Recommending Approval of Development Agreement_Lineage.doc (4172 : Second Reading of

12.a
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Attachment: PC Resolution No. R-06-23_Recommending Approval of Development Agreement_Lineage.doc (4172 : Second Reading of

12.a
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Attachment: PC Resolution No. R-06-23_Recommending Approval of Development Agreement_Lineage.doc (4172 : Second Reading of

12.a
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Attachment: PC Resolution No. R-06-23_Recommending Approval of Development Agreement_Lineage.doc (4172 : Second Reading of

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28

ORDINANCE NO. O-05-23

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF COLTON, CALI FORNIA TO APPROVE A

DEVELOPMENT AGREEMEN T BETWEEN THE CITY

OF COLTON AND LINEAG E LOGISTICS, LLC FOR

THE AGUA MANSA LOGIS TICS CENTER PROJECT,
FOR PROPERTY GENERALLY LOCATED A T 1500

AGUA MANSA DRIVE IN THE CITY OF COLTON

WHEREAS, the City of Colton (“City”) has found that development agreements will strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree o f certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and

WHEREAS, pursuant to California Government Code Sections 65864 et seq . and Colton Municipal Code Section 18.58.102, the City is authorized to enter into development agreeme nts providing for the development of land under terms and conditions set forth therein; and

WHEREAS, Lineage Logistics, LLC , a Delaware limited liability company (“Developer”) proposes to develop the Building 1 of the Agua Mansa Logistics Center (Case No. DAP-001-668), more particularly described in Exhibit “A”, attached hereto and incorporated herein by reference (“Project”); and

WHEREAS, on May 9, 2023, the Planning Commission of the City of Colton approved the Architectural & Site Plan Review, Conditi onal Use Permit , Major Certificate of Appropriateness and Tentative Parcel Map to provide for the orderly growth and quality development of the Project in accordance with the General Plan; and

WHEREAS, because of the logistics, magnitude of the expenditur e and considerable lead time prerequisite to planning and developing the Project, Developer has proposed to enter into a development agreement concerning the Project (“Development Agreement”) to provide assurances that the Project can proceed without disru ption caused by a change in the City's planning policies and requirements except as provided in the Development Agreement, which assurance will thereby reduce the actual or perceived risk of planning for and proceeding with development of the Project; and

WHEREAS, at a duly noticed public hearing held on May 9, 2023 , the Planning Commission considered the Staff Report, the Development Agreement, all recommendations by staff, and public testimony, and adopted Resolution No. R -06- 23, recommending to the City Council approval of the Development Agreement; and

WHEREAS, the City desires the timely, efficient, orderly and proper development of the Project in furtherance of the goals and policies of the City’s General Plan; and

WHEREAS, the City Council has f ound that this Development Agreement is consistent with the City’s General Plan; and

12.b
Packet Pg. 224
Attachment: ORDINANCE O-05-23_Lineage Logistics Development Agreement (4172 : Second Reading of Ordinance No. O-05-23) 1 2
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9 10
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13 14
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Page 2 of 3 ends

WHEREAS, the City Council has determined that by entering into the Development Agreement: (i) the City will promote orderly growth and quality development on the Propert y in accordance with the goals and policies set forth in the General Plan; (ii) significant benefits will be created for City residents and the public generally from increased employment, property tax revenue, and contributions from Developer toward public capital improvements; and

WHEREAS, the City and Developer have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate development of the Project subject to conditions and requirements set for therein; and

WHEREAS, on June 20, 2023 , the City Council held a duly advertised public hearing on the Development Agreement; and

WHEREAS, at the public hearing, the City Council considered the Staff Report, the Development Agreement, and public testimony.

NOW, THER EFORE, THE CITY COUNCIL OF THE CITY OF
COLTON DOES ORDAIN AS FOLLOWS:

Section 1. Pursuant to California Government Code Section 65865, the City Council hereby approves the Development Agreement, attached hereto as Exhibit "A", entitled "A Development Agre ement between City of Colton and Lineage Logistics LLC, a Delaware limited liability company ” (aka “ Agua Mansa Log istics Center, Building 1 Development Agreement”) (the "Development Agreement").

Section 2. Based on the entire record before the City Coun cil and all written and oral evidence presented, the City Council finds this Development Agreement not be detrimental to the health, safety and welfare of the community because the Development Agreement will permit land uses that best reflect community nee ds, including the need for local employment opportunities and increased property tax revenue to fund City services, and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City.

Section 3 . Pursuant to California Government Code Section 65867.5(b), and based on the entire record before the City Council , including all written and oral evidence presented, the City Council hereby finds that the Development Agreement is consistent with th e General Plan because the Development Agreement will result in the development of the Property that is consistent with the uses and intensity allowed under the General Plan.

Section 4. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds that: (i) the economic interests of Colton citizens and the public health, safety and welfare will be best served by entering into the Development Agreement; (ii) this Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the area in which the Property is located; (iii) the Development Agreement is in conformity with the public convenience, general welfare and good land use practice; and (iv) the Development A greement will not adversely affect the orderly development or the preservation of property values for the property it governs or any other property.

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The City Council further finds that among the public benefits to accrue to the residents of the City as a result of the Development Agreement are: (a) A one-time payment of $2 million to the City’s general fund ; (b) one-time contribution of $350,000 to the City for fire truck apparatus; and (c) a minimum solar offset payment to the City’s general fund.

Section 5. The City has conducted an analysis of the Project, consistent with CEQA Guidelines section 15183 (“Section 15183 Analysis”), and found that it is in conformance with the analysis and conclusions of the General Plan EIR, that there are no new signifi cant off-site or cumulative impacts that were not analyzed in the General Plan EIR, and that there are no adverse impacts that are more severe than those previously identified in the General Plan EIR.

Section 6. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Code section 65868.5, within 10 days following the entering of the Development Agreement, as evidence by the full execution thereof, the City Clerk shall record the Development Agreement with the San Bernardino County Recorder.

PASSED, APPROVED, AND ADOPTED this 20th day of June, 2023.

___________________________________
FRANK J. NAVARRO
Mayor
ATTEST:

__________________________________

STEPHANIE VARGAS
Acting City Clerk

APPROVED AS TO FORM:

__________________________________
Best Best & Krieger LLP
City Attorney

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Recorded at request of:

City Clerk, City of Colton
When recorded return to:

City of Colton
650 North La Cadena Drive
Colton, CA 92324
Attention: City Clerk

Exempt from filing fees pursuant to Government Code §6103 DEVELOPMENT AGREEMENT NO. __________________

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF COLTON
and
LINEAGE LOGISTICS, LLC, a Delaware limited liability company

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DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement") is entered into as of this ___ day of ___________, 2023 by and between the City of Colton, California ("City"), and Lineage Logistics, LLC, a Delaware limited liability company ("Lineage" or "Owner"). At times, the City and Owner are referred to jointly within this Agreement as the "Parties" and individually as a "Party."

RECITALS
A. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted the "Development Agreement Statute," Sections 65864 et seq., of the California Government Code. The Development Agreement Statute authorizes the City to enter into development agreements with persons or entities having legal or equitable interests in real property to establish predictability for both City and the property owner in the development process.

B. Owner has requested City to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of City.

C. Owner holds legal title to the real property described in Exhibit "A" to this Agreement 1 (the "Property") and depicted on Exhibit "B" commonly known as 1500 Aqua Mansa Road, Colton, CA.

D. The Property consists of approximately 35.95 gross acres designated as Heavy Industrial (M-2) in both the City General Plan and Zoning Code.

E. Owner proposes to develop the Property with a state-of-the-art concrete tilt-up industrial warehouse building of approximately 474,021 square foot state of the art cold storage warehouse, including a storage area constructed of a rack supported, architectural insulated metal panel skin and the balanc e constructed of conventionally framed steel structure with pre-cast or tilt wall skin (the "Project").

F. Owner is requesting from the City the following discretionary approvals (collectively, the "Initial Development Approvals"):
a. This Agreement;
b. Architectural and Site Plan Approval DAP-001-796;

1 All references within this Agreement to an "Exhibit" refer to an exhibit to this Agreement, unless otherwise specified.

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c. Conditional Use Permit No. DAP-001-796 related to (i) the storage of trailers and/or trucks; and (ii) 24-hour warehouse operation; and (iii) the construction of the Project at a height of 130 feet;
d. d. Variance No. DAP-001-796 for the Project, to allow a reduction in the number of required parking spaces;
e. Tentative Parcel Map No. 20358 to consolidate multiple legal lots into two separate legal parcels (the "Parcel Map").
f. The Initial Development Approvals include various Project Conditions of Approvals, which are attached hereto and incorporated herein by reference as Exhibit "F" ("Project Conditions of Approval").

G. [Intentionally left blank].

H. In addition to the Initial Dev elopment Approvals, Owner shall require "Subsequent Development Approvals " [see definition in Section 1.1( jj) below] to complete development of the Project.

I. The City and Owner desire to obtain the binding agreement of each other to permit the development of the Property in accordance with the provisions of this Agreement.

J. The terms and conditions of this Agreement have undergone extensive review by City and Owner and have been found to be fair, just, and reasonable.

K. The City Council has found that the best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement.

L. The City Council has found that this Agreement will have a major, beneficial economic impact on the City in that it will provid e to the City and its residents the specific and valuable public benefits set forth in Section 5 below (the "Public Benefits").

M. The physical effects, if any, of the Project on the environment have been separately analyzed pursuant to the California Environmental Quality Act ("CEQA").

N. In accordance with Section 18.58.010 of the Colton Municipal Code, the City 's Planning Commission and City Council each have (i) given notice of their intention to consider this Agreement, (ii) conducted public hearings on this Agreement as required by the Government Code, and (iii) found the provisions of this Agreement to be consistent with the City's General Plan.

O. On __________, 2023, the Planning Commission held a duly noticed public hearing at which the Planning Commission recommended approval of this Agreement to the City Council.

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P. On _____________, 2023, the City Council adopted a CEQA Section 15183 Consistency Analysis for the Project, approved the Initial Development Approvals, and conducted the first reading of Ordinance No. _________ (the "Adopting Ordinance ") approving this Agreement.

Q. On _____________, 2023, the City Council adopted the Adopting Ordinance.

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AGREEMENT
The Parties agree as follows:

1. DEFINITIONS AND EXHIBITS

1.1. Definitions. The following terms when used in this Agreement shall be defined as follows:
a. "Adopting Ordinance " means Ordinance No. ________ approved by the City Council adopting this Agreement.
b. "Agreement" means this Development Agreement.
c. "Applicable Rules " means the Existing Land Use Regulations, the Initial Development Approvals, all Subsequent Development Approvals, any Subsequent Land Use Regulations to which Owner ha s given its written consent, and this Agreement.
d. "Approval Date" means the date on which the City Council conducted the second reading of the Adopting Ordinance. That date is _______________, 2023.
e. "Assignment" means the assignment and assumption of the rights, duties, and obligations arising under or from this Agreement in connection with the Conveyance of some or all of the Property.
f. "Assignment and Assumption Agreement " refers to the agreement required by Section 3.3(b) below.
g. "City Council" means the duly elected city council of the City of Colton. h. "City" means the City of Colton, a California municipal corporation. i. "Conveyance" means the sale, transfer, assignment, or other conveyance of the Property in whole or in part to any third party of any natur e during the Term.
j. "Development" means the improvement of the Property for the purposes of completing all structures, improvements, and facilities comprising the Project as contemplated by this Agreement. "Development" does not include the maintenance, repair, reconstruction, or redevelopment of any building, structure, improvement, or facility after the completion of its initial construction and its subsequent occupancy.
k. "Development Approvals" means all non-legislative permits, entitlements, and other ap provals granted or issued by the City for the use of, construction upon, and/or development of the Property pursuant to this Agreement, including, without limitation, those for site plan review, architectural review, excavation, grading, building, construc tion,

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encroachment or street improvement permits, occupancy certificates, utility connection authorizations, drainage, landscape, and other permits or approvals necessary for the development, construction, marketing, use, and occupancy of the Project. For the purposes of this Agreement, Development Approvals consist of the "Initial Development Approvals " and "Subsequent Development Approvals, " as those terms are defined below.
l. "Development Exaction" means any requirement of the City in connection with or p ursuant to the implementation or approval of a Land Use Regulation applicable to the Project and/or a Development Approval for the Project which requires Owner, the Property, and/or the Project to either:
(i) Dedicate or otherwise convey land to the City, any other agency, or any third party;
(ii) Construct improvements for the benefit of the City, any other agency, or any third party;
(iii) Pay fees, including but not limited to "Development Impact Fees," or perform other actions in order to lessen, offset, mitigate, or compensate for the effects of the Project; or
(iv) Convey to the City, any other agency, or any third -party funds, commitments, or any other thing of value.
m. "Development Impact Fee" (DIF) means a payment imposed on Owner or the Project pursuant to the requirem ents of the Mitigation Fee Act set forth in the California Government Code at Chapter 6 (commencing with Section 66010), Chapter 7 (commencing with Section 66012), Chapter 8 (commencing with Section 66016), and Chapter 9 (commencing with Section 66020) that are applicable on the Effective Date. For purposes of this Agreement, Development Impact Fees do not include fees paid pursuant to the Mitigation Fee Act which are imposed by agencies, including school districts, other than the City. In addition, Devel opment Impact Fee does not include later -adopted development impact fees that do not currently exist and are uniformly applied to all development projects in the City.
n. "Development Plan" means the plan for development of the Property as set forth in the Applicable Rules.
o. "DIF Freeze Period " means the five (5) year period where existing Development Impact Fees in effect will be frozen, as specified in Exhibit "D".
p. "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective.

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q. "Existing Land Use Regulations " means all Land Use Regulations in effect on the Approval Date, including the General Plan and applicable zoning.

Changes to Land Use Regulations becoming effective from the day after the Approval Date through the Effective Date shall not be considered part of the Existing Land Use Regulations without Owner 's prior written consent, except as provided in Section 6.1. This Agreement, a La nd Use Regulation which shall not become effective until the Effective Date, has Owner's prior written consent and shall be considered an Existing Land Use Regulation.
r. "Extension" refers to an extension of the Term pursuant to Section 2.1 below.
s. "Financing District" means a special assessment district, community facilities district, or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities which are part of the Development Plan.
t. "Indemnify" means, when used in Section 8 below, to defend, indemnify, and hold harmless.
u. "Initial Development Approvals " means those Development Approvals approved on the Approval Date as listed in Recital F, as well as revisions, addenda, amendments, and modifications to each of these actions that are finally approved in accordance with the Colton Municipal Code. v. "Land Use Regulations " means all legislative acts, including ordinances, resolutions, codes, rules, regulations, and official policies of the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of buildings, the provisions for reservation or dedicati on of land for public purposes, and the design, improvement, construction, initial occupancy standards and specifications, and impact, building, processing, affordable housing, and all other fees applicable to the development of land within the City.

Land Use Regulations include this Agreement, the General Plan and the Colton Municipal Code. "Land Use Regulations" does not include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(i) the conduct of businesses, professions, and occupations; (ii) taxes (special or general) and assessments;
(iii) the control and abatement of nuisances;
(iv) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property;
(v) the exercise of the power of eminent domain.

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w. " [Intentionally left blank]
x. " [Intentionally left blank]
y. "Major Default" means either individual Owner's material and substantial failure to meet that Owner's obligations to provide the Public Benefits contemplated by this Agreement after notice and a reasonable opportunity to cure an alleged Major Default.
z. "Mortgagee" means a lender, a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender, and their successors and assigns providing financing secured by the Property and/or its improvements.
aa. "Notice" means any written communication, request, demand, approval, statement, report, acceptance, consent, waiver, appointment, or similar action required or permitted by this Agreement.
bb. "Owner" means Lineage, and its successors and assigns with respect to the ownership of the Property.
cc. "Owner's Vested Right " means Owner's guaranteed right to develop the Property as set forth in this Agreement, including, but not limited to, the provisions of Section 4 below.
dd. "Processing Fees " means all City application, processing, permit, and similar fees that are generally applicable to all development projects within the City, including those imposed to cover the estimated actual costs to City of processing a pplications for Development Approvals or for monitoring compliance with Development Approvals granted or issued. ee. "Parcel Map" means Tentative Parcel Map No. 20358, which is part of the "Initial Development Approvals."
ff. "Project" means the development of the Property as set forth in the Development Plan, as described in Recital E.
gg. "Project Conditions of Approval " means the conditions of approval imposed by the City in the Initial Development Approvals, and specified in Exhibit "F".
hh. "Property" means the real property described on Exhibit "A" and depicted on Exhibit "B".
ii. "Reservation of Authority" means the rights and authority of the City set forth in Section 6 below which limit the assurances and rights provided to Owner under this Agreement.
jj. "Subsequent Development Approvals" means all Development Approvals for the Project which are approved, granted, or issued after the Approval

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Date and which are required or permitted by the Applicable Rules and/or this Agreement.
kk. "Subsequent Land Use Regulations " means those Land Use Regulations which are both adopted and effective after the Approval Date and which are not incorporated within the definition of Existing Land Use Regulations. ll. "Term" means the term of this Agreement as set forth in Section 2.1.

1.2. Exhibits. The following attached Exhibits are a substantive part of this Agreement:

Exhibit "A" – Legal Description.

Exhibit "B" – Property Location.

Exhibit "C" – Assignment and Assumption Agreement Form
Exhibit "D" – Applicable Development Impact Fees
Exhibit "E" – [Intentionally left blank]
Exhibit "F"—Project Conditions of Approval

2. DURATION OF AGREEMENT

2.1. Term. This Agreement shall start on the Effective Date and remain in effect for a term of fifteen (15 ) years (the "Term"). The Term may be further mo dified by mutual written agreement of the Parties. All references in this Agreement to the "Term" include any extensions of the Term.

2.2. Termination. Unless otherwise extended pursuant to this Agreement, this Agreement shall terminate upon the first to occur of:
a. The conclusion of the Term and any extensions of the Term; b. Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits for the Project and Owner’s dedication of all required dedications.;
c. Termination by order of a California court of law; and d. Termination by mutual written agreement of the Parties.

2.3. Agreement Terms Surviving Termination . Upon termination of this Agreement, the only rights or obligations under this Agreement which any Party shall have are those expressly set forth within this Agreement.

2.4. Development Rights Upon Termination. Termination of this Agreement shall not invalidate any Land Use Regulations in effect or terminate any Development Approvals obtained prior to the date of termination of this Agreement.

3. CONVEYANCE, ASSIGNMENT, AND RELEASE

3.1. Right to Assign. Owner shall have the right to sell, transfer, assign, or otherwise convey its Property in whole or in part (provided that no such partial transfer shall

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violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any third party of any nature (an "Assignee") at any time during the Term (collectively, a "Conveyance").

3.2. Assignee's Status Under this Agreement . For purposes of this Section 3, Assignees will fall into two categories:
a. Owner Assignee. An Assignee who acquires an interest in some or all of the Property and intends to retain the right to complete development of the acquired portion of the Property pursuant to this Agreement shall be referred to as an "Owner's Assignee."
b. User Assignee. An Assignee who acquires an interest all of the Property in an improved condition and does not intend to further improve the Property pursuant to this Agreement shall be referred to as a "User Assignee."

3.3. Rights and Obligations of Owner 's Assignee. Subject to compliance with this Section 3.3, an Owner Assignee shall succeed to the rights and obligations of the Owner under this Agreement with respect to that portion of the Property conveyed to the Owner Assignee. Any Conveyance to an Owner Assignee shall (i) include both an assignment of all rights ("Assignment of Rights ") and a delegation of all obligations ( "Delegation of Obligations ") existing under this Agreement as of the date of the Conveyance with respect to the portion(s) of the Property conveyed and (ii) be made in strict compliance with the following conditions precedent:
a. No Assignment of Rights or Delegation of Obligations (collectively, an "Assignment") shall be made unless made together with a Conveyance. b. Concurrent with any Assignment, Owner shall notify City in writing of the Assignment and shall provide City with an "Assignment and Assumption Agreement" in a form reasonably acceptable to City, signed by the purchaser, transferee, or assignee and the City. An "Assignment and Assumption Agreement " in the form of Exhibit "C" shall be deemed acceptable to both Parties. The Assignment and Assumption Agreeme nt shall provide that the Owner Assignee must:
(i) expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of Owner under this Agreement with respect to the portion(s) of the Property conveyed; and (ii) provide to the City security equivalent to any security previously provided by Owner to secure performance of Owner 's obligations under this Agreement with respect to the portion(s) of the Property conveyed and which remain at the time of the Assignment.

Any Conveyance to an Owner Assignee not made in strict compliance with these conditions precedent shall constitute a default by Owner under this Agreement,

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which default shall be cured if either (i) the Assignment is terminated, or (ii) the Assignee signs the required Assignme nt and Assumption Agreement. If an Assignee does not sign an Assignment and Assumption Agreement, the burdens of this Agreement with respect to the portion(s) of the Property conveyed shall bind the Assignee, but the benefits of this Agreement shall not i nure to the Assignee unless and until the required Assignment and Assumption Agreement is signed by the Assignee.

3.4. Rights and Obligations of a User Assignee. A User Assignee must succeed to the rights and obligations of Owner under this Agreement with respect to the Property conveyed to the User Assignee. The provisions of Section 3.3 above shall apply to the Conveyance of any parcel or lot that has been finally subdivided and is sold or leased to a User Assignee. This Agreement shall not terminate with respect to any such parcel or lot and that parcel or lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document.

3.5. Release of Transferring Owner. Upon any Assignment, the City shall release t he conveying Owner from any further obligations under this Agreement with respect to the Property conveyed if:
a. Owner provides evidence to the City establishing that Owner no longer has a legal or equitable interest in the Property subject to the Assignment; b. There is no default under this Agreement on the date of the Assignment or any such default has subsequently been cured; and
c. In the case of a Conveyance to an Owner Assignee, the conveying Owner has provided the City with the required Assignment and Assum ption Agreement.

3.6. Subsequent Assignment . The provisions of this Section 3 shall apply to all Assignments occurring during the Term.

4. DEVELOPMENT OF THE PROPERTY

4.1. Owner's Vested Right . During the Term and subject only to the Reservation of Authority (Section 6 below) and express limitations of this Agreement:
a. Owner shall have a vested right to develop its respective Property in accordance with, and to the full extent permitted by the Existing Land Use Regulations, the Initial Development Approvals, the Proje ct Conditions of Approval, all Subsequent Development Approvals, and any Subsequent Land Use Regulations to which Owner has given its written consent (collectively, the "Applicable Rules"); and
b. The permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the

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design, improvement and construction standards and specifications applicable to development of the Property shall be those set forth in the Applicable Rules.

4.2. Changes to Applicable Rules. Any change in the Applicable Rules which is adopted or becomes effective after the Approval Date shall not be applicable to or binding upon Owner, the Project, or the Property, unless approved in writing by Owner.

A "change in the Applicable Rules" shall include any new ordinance, resolution, policy, or other enactment, no matter how adopted or enacted, which is not contained in the Applicable Rules as of the Approval Date, except such rules described in Section 6.1.

4.3. Owner's Vested Right Upon Termination . As set forth in Section 2.4 above, termination of this Agreement shall not invalidate any Land Use Regulations or terminate any Development Approvals obtained prior to the date of termination.

Upon any termination, the extent, if any, of Owner's Vested Right as of the date of termination shall be determined by state and federal statutes and case law and the then current factual state of the Project.

4.4. Term of Map(s) and Other Project Approvals.
a. Maps. Pursuant to Government Code Sect ion 66452.6 and any other applicable provision of the Government Code, the term of the Parcel Map and any other subdivision or parcel map that is approved for the Property shall be extended to a date coincident with the Term and, where not prohibited by S tate law, with any extension of the Term, unless a longer term would result under otherwise applicable State or local law. b. Other Development Approvals. Pursuant to Government Code Section 65863.9, site plan and architectural review approvals and all oth er Development Approvals for the Project shall automatically be extended for the longer of (i) the term of the Parcel Map and (ii) the term of any other subdivision or parcel map that is approved for the Property. Pursuant to Section 4.4(a), those terms s hall be the same as the Term of this Agreement.

4.5. Timing of Development. The Parties acknowledge that Owner cannot at this time predict when or the precise rate at which the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Owner, such as market orientation and demand and other similar factors.

Because the California Supreme Court held in Pardee Construction v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provid e for the timing of development resulted in a latter-enacted initiative restricting the timing of development to prevail over such parties ' agreement, it is the Parties ' intent to cure that deficiency by acknowledging and providing that Owner shall have th e right to develop the Property (but not the obligation to develop its applicable Property) in such order and at such rate and at such time as Owner

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deems appropriate within the exercise of its sole and absolute subjective business judgment. Owner shall h ave the right to complete the Project in such order, at such rate, at such times, and in as many development phases and sub -phases as Owner deems appropriate in its sole subjective business judgment.

c. Fee Credits . The Project shall be entitled to a credit against its Development Impact Fee obligations for the dedication of land and the construction of improvements or the payment of fees.
d. Processing Fees. The Project shall be subject to all Processing Fees [see Section 1.1 (aa)]. The Processing Fees shall be assessed on the same basis, according to the same rate schedule, and in the same manner as for all similar property, projects, and development within the City.

4.7. Utilities. Prior to the issuance of a certificate of occupancy for any completed structure within the Pr oject, that structure shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to that structure.

4.8. Financing of Public Improvements. Owner may propose, and if requested by City shall cooperate in, the formation of any Financing District [see Section 1.1(r)]. To the extent that a Financing District is formed and sells bonds in order to finance reimbursements, the Owner which requested the formation of the Financing District may be reimbursed to the extent the requesting Owner spends funds or dedicates land for the establishment of public facilities. Nothing contained in this Agreement shall be construed as requiring the City or the City Council to form a Financing District.

5. PUBLIC BENEFITS.

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5.1. Contributions to City Facilities and Infrastructure. As consideration for entering into this Agreement, Lineage agrees to contribute to the City, as a public benefit, the following payment:
 A one -time payment to the City in the amount of Four Million Dollars ($4,000,000). This payment shall be made prior to issuance of the Project’s first building permit.
 A one-time payment in the amount of Three Hundred Fifty Thousand Dollars ($350,000) for the City to purchase equipment for its new 100’ ladder fire truck. This payment shall be made prior to issuance of a grading permit for the Project.

 Lineage agrees to be annexed into two existing Community Facilities Districts, the Maintenance CFD and the Public Safety CFD prior to issuance of the Project’s first building permit. As a condition precedent to Lineage’s annexation into the CFDs, the City is required to create a Special Improvement Area for both CFDs at Developer’s expense . The Maintenance CFD shall consist of an annual special tax of Four C ents ($0.04) per square foot of square footage of the Project as set forth on the approved building permit , and the Public Safety CFD shall consist of an annual special tax of Eighteen Cents ($0.18) per square foot of square footage of the Project as set forth on the approved building permit. Both CFDs shall be subject to a three percent (3%) annual increase in the amounts of the special taxes. These special taxes shall be paid by Lineage as long as the Project is in operation, and therefore this obligati on shall survive the expiration of the Term of this Agreement.

5.2 Owner Election to I nstall Solar. As further consideration for entering into this Agreement, Lineage agrees to contribute to the City, as a public benefit, the following if Owner decide to install solar panels to provide electricity to operate the Project, then Owner shall continue to ensure that the City is “made whole” on the amount of general fund revenue received from the City’s Electric Utility Department based on Pro ject electricity usage. The term “made whole” is herein defined herein as City receiving from the Project the amount of $250,000/year as will be adjusted annually by the actual City electric rate increases (the “Base City Amount”). The Base City Amount $250,000 shall be paid to City by Owner in two ways:

(1) annual transfer payment from the City Electric Utility Department to the City based on electricity purchased by the Project and the resulting actual amount transferred to the City (Measure D Payment); and

(2) direct payment to City by the Owner in such amount that is the result of the equation of $250,000 Base City Amount less the actual annual transfer payment received by the

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City from this Project. The “made whole” requirement shall be pro-rated for any partial year transfer payment.

For example illustrative purposes only, the following examples illustrate the Owner’s obligation to have the City “made whole” in year 1 based on the initial Base City Amount:

(i) if actual electricity purchase for the project results in a transfer of $100,000 to the City, then the direct payment by the Owner would be $150,000;

(ii) if actual electricity purchase for the project results in a transfer of $200,000 to the City, then the direct payment by the Owner would be $50,000; and

(iii) if actual electricity purchase for the project results in a transfer of $300,000 to the City, then the direct payment by the Owner would be $0;

This obligation shall be contained in a Community Benefit Agreement shall be executed by City and Owner prior to issuance of the Project’s first building permit and shall remain senior to all debt on the Project. This obligation shall continue so long as the Project is in operation and thus the obligation shall extend beyond the Term of this Agreement.

Notwithstanding any other provision, the Project shall be subject to the City’s Net Energy Metering rules and regulations in effect as may be modified from time to time in City’s sole discretion. Moreover, in the event that the Project installs any battery storage this shall not reduce the Base City Amount owed to the City.

6. RESERVATION OF AUTHORITY AND OTHER EXCEPTIONS TO OWNER'S VESTED RIGHT

6.1. City's Reservation of Authority . Notwithstanding any other provision of this Agreement, the City reserves its authority to apply the following to the Project:
a. Mitigation measures upon Subsequent Development Approvals to the extent that such mitigation measures are required by and consistent with CEQA, and only if further subsequent CEQA documentation is required. b. New Land Use Regulations which are consistent with the Applicable Rules, do not pertain to the rate or timing of development of the Property, and do not impede, delay, or add costs to the Project.
c. Procedural regulations re lating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure, provided that those procedural regulations are of general application to all similar property, projects, and development within the City.

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d. New categories of DIF s, to fund public facilities or services previously not funded by the DIF program in effect on the Effective Date. e. Regulations, policies, and rules governing engineering and construction standards and specifications applicable to all similar public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the Cit y's Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. f. Emergency rules, regulations, laws, and ordinances within the City's police power that would limit the exercise of either Owner's Vested Right but are reasonably nec essary to protect the immediate community from a condition perilous to its health or safety ( "Conflicting Emergency Regulations"). To the extent possible, Conflicting Emergency Regulations shall be applied and construed so as to provide either Owner with the rights and assurances provided under this Agreement. To apply to the Project or the Property, Conflicting Emergency Regulations must:
(i) result from a sudden, unexpected emergency declared by the President of the United States, Governor of California, or the Mayor or City Council of the City; and
(ii) if declared and/or adopted by the City, not primarily or disproportionately impact the Property or the Project relative to other property or land development projects in the City.

Any action challenging the application of a Conflicting Emergency Regulation to the Project shall be subject to de novo review by the court for compliance with the provisions of this Section.

Any delay to the Project caused by a Conflicting Emergency Regulation shall toll the Term and any time periods for performance by Owner and City set forth in this Agreement.
g. Regulations related to the ultimate use of the Property after the completion of development that impose fees or charges upon consumers or end users, including, without limit ation, trash can placement, service charges, and limitations on vehicle parking (as opposed to parking requirements for the development of the Property).

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business days after receipt of that notice, City and Owner shall meet and confer in good faith in a reasonable attempt to modify this Agreement, as necessary, to comply with such federal or state law or regulation. In such negotiations, City and Owner agrees to preserve the terms of this Agreement and Owner's Vested Right to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Owner in resolving the conflict in a manner which minimizes any financial impact to Owner. Any delays caused by such changes in state or federal law shall be considered delays beyond the control of City and/or Owner pursuant to Section 11.13 below.

6.3. Regulation by Other Public Agencies. Other public agencies not within the control of City may possess authority to regulate aspects of the Project separately from or jointly with City. This Agreement does not limit the authority of such other public agencies.

7. DEFAULTS AND PERIODIC REVIEW.

7.1. Periodic Review / Due Process Considerations . Pursuant to Government Code Section 65865.1 ("GC 65865.1") and Colton Municipal Code Section 18.58.102-Q2, at least once during every twelve (12) month period of the Term, City shall review the good faith compliance of Owner with the terms of this Agreement ( "Periodic Review").

Because of Owner's commitment to provide its applicable Public Benefits to the City before completion of the Project, Owner would not have entered into this Agreement and made its commitment to provide the Public Benefits without assurances that Owner's Vested Right could not be terminated or modified without a fair and equitable review process and general principles of fairness and due process. Therefore, the Parties agree that, notwithstanding the provisions of GC 65865.1 and Colton Municipal Code Section 18.58.102-V:
a. Any determination by the City that Owner is in default, whether during the Periodic Review or otherwise, shall be based on the preponderance of evidence before the City.
b. In any legal action by an Owner challenging the City 's determination of default, the court shall conduct a de novo review of Owner's compliance based on the administrative record and determine if the preponderance of evidence supports the City's determination.

7.2. Modifications for Owner's Noncompliance. The terms of GC 65865.1 and Colton Municipal Code Section 18.58.102-T2 allow a local agency to terminate or modify a development agreement if a periodic review of compliance with the terms of the development agreement demonstrates noncompliance by the applicant/developer. The City's right to do so is stated in permissive, rather than mandatory, terms: "the local agency may terminate or modify the agreement. " Therefore, as material consideration for entering into this Agreement, the Parties

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have agreed that, in the event of a finding of noncompliance, the City shall not modify the ter ms of this Agreement unless the modification has been agreed to by Owner, as provided in Government Code Section 65868.

7.3. Termination for Owner's Noncompliance. Only a "Major Default" by Owner may establish cause for the City to terminate this Agreement . A "Major Default" is limited to the material and substantial failure by Owner to meet Owner 's obligations to provide the Public Benefits contemplated by this Agreement after notice and a reasonable opportunity to cure an alleged Major Default. a. Notice and Cure. Before the City may declare a Major Default or a termination of this Agreement or bring a legal action to terminate this Agreement, the City shall provide written notice to Owner setting forth the nature of the Major Default and the actions, if any, requ ired by Owner to cure the Major Default. Owner shall be deemed in Major Default if Owner fails to cure the Major Default within thirty (30) business days after the date of such notice (for monetary defaults) or within sixty (60) business days after the da te of such notice (for non -monetary defaults) ( "Cure Periods"). If the nature of the alleged Major Default is such that it cannot reasonably be cured within the applicable Cure Period, Owner shall not be deemed to be in Major Default if it has commenced e fforts to cure the Major Default within the applicable Cure Period and continues to diligently pursue completion of the cure.
b. Final City Council Review. If, after Owner contends that it has timely cured the alleged Major Default, the City continues to all ege that Owner is in Major Default, then, before seeking a judicial remedy, the City Council must conduct a final hearing on the existence of a Major Default. If, after this hearing, the City determines that the Major Default has not been cured, the City may, at its option, institute legal action to (i) terminate this Agreement, (ii) compel Owner to cure, correct, or remedy the alleged Major Default, (iii) enjoin any threatened or attempted violation of this Agreement, (iv) enforce the terms of this Agreem ent through specific performance, or (v) pursue any other equitable remedy.

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(ii) For the taking, impairment, or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (iii) Arising out of or connected with any dispute, controversy, or issue regarding the application or interpretation or effect of the provisions of this Agreement.
b. Remedies Available to Owner. The City shall be in default if it materially fails in the performance of any of its obli gations under this Agreement, including its material failure to honor any component of Owner 's Vested Right as described in Section 4 above. Owner's litigation remedies shall be limited to declaratory and injunctive relief, mandate, and specific performance to compel the City to perform its obligations under this Agreement and/or to remedy the consequences to Owner of the failure of the City's material representations.
(i) Attorneys' Fees. Notwithstanding the restrictions on claims for monetary damages set forth in Section 7.4(a) above, in any action, including appeals, brought by Owner pursuant to Section 7.4(b) above, the prevailing Party shall be entitled to the recovery of its attorneys' fees and costs related to that action.

7.5. Certificate of Compliance. At any time during which an Owner has not been found to be in Major Default under this Agreement, City shall, upon written request by Owner, provide Owner with a written certificate of good faith compliance within fifteen (15) business days after City's receipt of that request.

7.6. Release. Except for non-monetary remedies or as provided in Section 7.4 above, Owner releases City, its officers, agents, and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to claim for monetary damages for a taking of property without just compensation pursuant to Article I, Section 19, of the California Constitution, the Fifth and Fourteenth Amendments to the United States Constitution. Owner acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY."
By initialing below, Owner hereby waives the provisions of Section 1542 in connection in making this release.

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Owner's Initials

8. LITIGATION

8.1. Third Party Litigation Concerning Agreement. If a third party brings an action to attack, set aside, void, or annul the approval of (i) this Agreement or (ii) any Development Approval granted pursuant to this Agreement (a "Third-Party Action"), Owner shall defend, indemnify, and hold the City harmless (collectively within this Section 8, "indemnify"), including the payment of attorneys' fees, with respect to any claims, actions, or proceedings in a Third-Party Action which relate to this Agreement. Owner's obligation to indemnify covers any of the City 's agents, officers, or employees named in a Third -Party Action. If a Third -Party Action is filed, City sh all notify Owner of the filing within ten (10) business days after being served with the Petition and/or complaint and shall cooperate in the defense until the Third -Party Action has concluded. If the City fails to do so, Owner's obligation to indemnify s hall immediately terminate. City may in its discretion participate in the defense of any Third-Party Action. Owner's indemnity obligations contained in this Section shall survive termination of this Agreement.

If a Third Party Action is brought, the exp iration date of this Agreement and all Development Approvals shall be tolled for the identical number of days the Third Party Action is pending.

8.2. Environmental Assurances. Owner shall indemnify City and its officers, agents, and employees from any liabilit y, based or asserted upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, and independent contractors for any violation of any federal, state, or local law, ordinance or regulation relating to indust rial hygiene or to environmental conditions on, under, or about its applicable Property, including, but not limited to, soil and groundwater conditions ( "Environmental Litigation "). Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents, and employees in any action based or asserted upon any such alleged act or omission.

City may in its discretion participate in the defense of any such action.

8.3. Selection of Counsel . With respect to any Third -Party Action or Environmental Litigation, City may either (1) approve the attorney(s) tha t Owner selects to defend the action, which approval shall not be unreasonably withheld, or (2) conduct its own defense with counsel of its choosing. If the City conducts its own defense:
a. Owner Shall Indemnify. Owner shall indemnify the City and other indemnified parties for any and all reasonable expenses incurred for such defense, including attorneys ' fees, within sixty (60) calendar days of receiving an accurate itemized statemen t detailing those reasonable expenses.

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b. Owner Shall Proceed with Own Counsel. Owner shall defend itself with counsel of its own choosing, without needing to obtain the City's approval of counsel.

8.4. Challenge to Existing Land Use Approvals . Owner shall not s ue, challenge, or encourage or support a third -party challenge of any of the Applicable Rules.

Owner does not, however, waive its right to challenge the application to Owner, the Property, or the Project of (i) an Applicable Rule in a manner which Owner contends is not consistent with the terms of the Applicable Rule or (ii) any Land Use Regulation or Development Approval which Owner contends is not within this Agreement's definition of the "Applicable Rules."

8.5. Survival. The provisions of this Section 8 sh all survive the termination of this Agreement.

9. INSURANCE. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, "Additional Insureds ") against any and all claims and liabilit y for death, injury, loss, and damage resulting from either Owner's actions in connection with this Agreement, the Property, and the Project, Owner shall secure and maintain the insurance coverage as described in and required by this Section 9 prior to any on-site construction activities at the Property by or on behalf of the Owner. Owner shall pay any deductibles and self -insured retentions under all insurance policies issued in satisfaction of the terms of this Agreement. Owner shall retain all insurance policies as set forth in this Section 9 until a Certificate of Completion for the Project has been filed and recorded pursuant to the applicable provisions of the California Civil Code (the "Certificate of Compliance").

9.1. Workers' Compensation Insurance Requirement . Owner shall submit written proof that the Owner is insured against liability for workers' compensation to the extent necessary in order to comply with the provisions of Section 3700 of the Labor Code. By executing thi s Agreement, the Owner make s the following certification, required by Section 1861 of the Labor Code:
"I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers ' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement."
The Owner shall require each contractor and sub -contractor performing work on the Project to provide workers' compensation coverage for all of such contractor's or sub -contractor's employees, unless the contractor 's or sub -contractor's employees are covered by workers ' compensation insurance provided by the Owner. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, Owner shall provide and/or require each contractor or sub -contractor to provide adequate workers ' compensation insurance covering suc h employees. Each

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workers' compensation policy procured pursuant to this Section shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

9.2. Liability and Permanent Insurance Requirements.
a. Owner shall maintain in full force and effect, until the issuance of the Certificate of Completion, subject to Section 9.2(d), the following insurance coverage:
(i) Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Owner pursuant to this Agreement), Products -Completed Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Owner's operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate.
(ii) Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non -owned vehicles used by the Owner with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy.
(iii) If Owner hires a consultant to provide design services, such as architectural or engineering services in connection with the Project then Owner shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in conn ection with, the performance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000).
(iv) Upon acceptance of the Project, from each contractor, Owner shall maintain Fire and Extended Coverage Insurance on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of the Project so accepted. b. During the construction of the Project, Owner shall require that each contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or Owner shall provide for such contractors "wrap" coverage, as specified below, at all times during the performance of said work:

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(i) Owner shall maintain Builder 's Risk Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work. (ii) Each general contractor and each sub -contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate to protect the Owner during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others. (iii) Each general contractor and each sub -contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non -owned vehicles used in the performance of the contractor 's obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS
($2,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy. c. The insurance required in Section 9.2(a) and Section 9.2(b) above shall include endorsements naming the Additional Insureds as additio nal insured for liability arising out of this Agreement and any operation related to this Agreement.
d. Any insurance coverage required under this Agreement shall not be written on a "claims made" basis. The applicable certificate of insurance must clearly p rovide that the coverage is on an "occurrence" basis. The requirements of this Section shall survive any expiration or termination of this Agreement and the Certificate of Completion.
e. Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.
f. Subject to Section 9.2(d), all of the insurance coverage required under this Section shall be maintained by Owner or its contractors, as required by the terms of this Agreement, until the issuance of the Certificate of Completion and shall not be reduced, modified, or canceled without, at least, thirty (30) days prior written notice to the City. Also, phrases such as "endeavor to " and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds. Owner shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non -

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renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.
g. All insurance to be obtained and maintained by Owner under this Section shall be issue d by a company or companies listed in the then current "Best's Key Rating Guide" publication with a minimum of an "A:VII" rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.
h. The City will not accept self -insurance in satisfaction of the insurance requirements of this Section 9.
i. All insurance obtained and maintained by Owner in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds. j. Insurance coverage in the minimum amounts set forth in this Section 9 shall not be construed to relieve Owner of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

9.3. Prevailing Wage Indemnity
a. Responsibility. Owner agrees with City that Owner shall assume any and all responsibility and be solely responsible for determining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labo r classification, as determined by the State, pursuant to Labor Code Section 1720, et. seq., or pursuant to applicable Federal Law.
b. Waivers and Release . Owner, on behalf of itself, its successors, and assigns, waives and releases City from any right of ac tion that may be available to any of them pursuant to State Labor Code Section 1781 or applicable Federal Law. Relative to the waivers and releases contained in this section, Owner acknowledge s the protections of Civil Code Section 1542, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR

OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF

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__________________
Initials of Authorized Representative
d. Indemnity, Defend and Hold Harmless . Additionally, Owner shall indemnify, defend and hold harmless City, against any claims pursuant to State Labor Code Section 1781 or any other law requiring payment of minimum or prevailing wage amo unts arising from this Agreement of the Construction of the Project, to which Owner is the Owner.

9.4. Failure by Owner to maintain all insurance coverage required by this Section 9 in effect shall be an Event of Default by Owner. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default. Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Owner for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by Owner shall not relieve Owner of their obligation to obtain and maintain t he insurance coverage required by this Agreement.

10. MORTGAGEE PROTECTION.

10.1. Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering some or all of the Property and/or any improvement on the Property by any mortgage, deed of trust, or other security device securing financing related to the Property or the Project.

10.2. Lender Protection. A lender, a mor tgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns providing financing secured by the Property and/or its improvements (collectively, "Mortgagees") may require certain Agreement interpretations and modifications.

At any time requested by Owner or a Mortgagee, City shall meet with Owner and the Mortgagee to negotiate in good faith any such interpretation or modification.

City will not unreasonably withhold its consent to any requested interpretation or modification that is consistent with the intent and purposes of this Agreement.

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provide a copy of that notice to the Mortgagee within ten (10) calendar days of sending the notice of default to Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the Cure Period set forth within this Agreement.
c. Any Mortgagee who comes into possession of some or all of the Property shall succeed to Owner's Vested Right and the benefits of this Agreement if, within ten (10) calendar days after coming into possession, the Mortgagee provides Notice to the City of that possession. At any time after receipt of that Notice, the City may provide Not ice to the Mortgagee of alleged defaults in the performance of Owner 's obligation under this Agreement pursuant to the provisions of Section 7, above. The Mortgagee shall then have the right, but not the obligation, to cure the alleged default in the mann er provided in Section 7. If the Mortgagee fails to cure the default, however, the remedies available to the City are the same as they would have been under Section 7 if the Owner remained in possession. d. The Mortgagee shall not be liable for any defaults or monetary obligations of Owner arising prior to acquisition of title to the Property by the Mortgagee, except that the Mortgagee may not pursue Development pursuant to this Agreement until all delinquent and current fees and other monetary obligations due under this Agreement for the portions of the Property acquired by the Mortgagee have been paid to City.

11. GENERAL PROVISIONS

11.1. Amendment of Agreement . Notwithstanding any other provision of this Agreement, this Agreement may be amended by written consent of the Parties in the manner provided for in Government Code Section 65868.

11.2. Operating Memoranda. The provisions of this Agreement require a close degree of cooperation and flexibility between the City and Owner. The development of the Project may demonstrate that clarifications or modifications to this Agreement are appropriate with respect to the details of performance of the City and Owner; except for changes to monetary obligations of City or Owner. If and when, from time to time during the Term of this Agreement, City and Owner agrees that such clarifications are necessary or appropriate, City and Owner shall effectuate such clarifications through operating memoranda approved in writing by the Parties ("Operating Memoranda"), which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Owner. No such Operating Memoranda shall const itute an amendment to this Agreement requiring public notice or hearing. The City Manager shall make the determination on behalf of the City whether a requested clarification may be effectuated pursuant to this Section 11.2 or whether the requested clarif ication is of such a character to constitute an amendment hereof pursuant to Section 11.1 above.

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The City Manager shall be authorized to execute any Operating Memoranda hereunder on behalf of City.

11.3. Notices. All notices which are allowed or required to be given under this Agreement ( "Notices") shall be in writing and (i) shall be deemed given and received when personally delivered or (ii) shall be deemed given when deposited in the United States mail, with postage prepaid, to be sent by registered or certified mail or overnight mail service, addressed as set forth below and be deemed received on the second business day after such mailing.

The addresses for Notices are as follows and may be changed by delivery of a Notice to these addresses:

If to City:

City of Colton
650 North La Cadena Drive
Colton, CA 92324
Attention: City Manager
With a copy to:

Carlos L. Campos
Colton City Attorney
Best, Best & Krieger, LLP
74-760 Highway 111, Suite 200
Indian Wells, CA 92210
If to Owner:

Lineage Logistics LLC
4600 Humboldt Drive
Novi, MI 48377
Attn: Real Estate Department
and
With copies of each to:

Lineage Logistics, LLC
1 Park Plaza, Suite 550
Irvine, CA 92614
Attn: General Counsel

11.4. Execution and Recording. The City Clerk shall cause a copy of this Agreement to be signed by the appropriate representatives of the City and recorded with the Office of the County Recorder of San Bernardino, California, within ten (10) days following the effective date of the Adopting Ordinance. The failure of the City to

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timely s ign and/or record this Agreement shall not affect the validity of and binding obligations set forth within this Agreement.

11.5. Entire Agreement . This Agreement constitutes the entire understanding and agreement of City and Owner with respect to the matters se t forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between City and Owner respecting the subject matter of this Agreement.

11.6. Severability. If any part of this Agreement is declared invalid for any reason, such invalidity shall not affect the validity of the rest of this Agreement, provided that Owner's Vested Right and the Public Benefits are not materially diminished.

11.7. Recitals. Each Recital set forth at the beginning of this Agreement is a substantive part of this Agreement for the purpose of defining the context of this Agreement.

11.8. Interpretation and Governing Law.
a. Governing Law. In any dispute regarding this Agreement, the Agreement shall be governed and interpreted in accordance with the laws of the State of California.
b. Fair Meaning. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.
c. No Drafting Party. Both Parties have been represented by counsel in the negotiation of this Agreement and neither Party should be considered the drafting party for purposes of resolving ambiguities.
d. Section Headings. Section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

11.9. Jurisdiction and Venue. Venue of any action filed by either Party with respect to this Agreement shall be in the County of San Bernardino.

11.10. Cooperation. City and Owner shall cooperate and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement.

Where the consent or approval of City or Owner is needed to achieve the purposes of this Agreement, that consent or approval shall not be unreasonably withheld, delayed, or conditioned.

11.11. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

11.12. Waiver. All waivers of performance must be in a writing signed by the Party granting the waiver. There are no implied waivers. Failure by City or Owner to insist upon the strict performance of any provision of this Agreement, irrespective of the length of time for which such failure continues, shall not constitute a waiver of the right to demand strict compliance with the same or any other provision of

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this Agreement in the future. A written waiver affects only the specific matter waived and defines the performance waived and the duration of the waiver.

11.13. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have any right of action based upo n any provision of this Agreement.

11.14. Delay, Extension of Time for Performance . Performance by either Party of its obligations under this Agreement shall be excused and the Term shall be tolled during any period of delay caused at any time by reason of any e vent beyond the control of City or Owner which prevents or delays performance by City or Owner of obligations under this Agreement (an "Intervening Act"). Intervening Acts shall include, by way of example and not limitation, acts of nature, enactment of n ew conflicting federal or state laws or regulations (example: listing of a species as threatened or endangered), judicial actions such as the issuance of restraining orders and injunctions, third -party litigation challenging an Applicable Rule, and riots, strikes, pandemics, or damage to work in process by reason of fire, floods, earthquake, or similar casualties, and emergency orders of local, state, or federal agencies or officials. If City or Owner seek s excuse from performance due to an Intervening Act , it shall provide written notice of the Intervening Act and the resulting delay to the other Party within thirty (30) days of the commencement of the delay. If the Parties disagree as to the existence or duration of a delay resulting from an Intervening Act, either Party may seek judicial review of the need for the delay, including requests for injunctive relief.

11.15. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

11.16. Counterparts. This Agreement may be executed by the Parties in counterparts, which will have the same effect as if both Parties had executed the same Agreement.

11.17. Project as a Private Undertaking . The Project is a private development undertaken by Owner. The City has no interest in or responsibilities for or duty to third parties concerning the Project. The only relationship between City and Owner is that of a government entity regulating the development of private property.

11.18. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

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11.19. Authority to Execute. The person or persons executing this Agreement on behalf of each of the Parties represents that he or she is authorized by that Party to bind that Party to this Agreement.

This Agreement has been signed by the Parties on the dates indicated below.

OWNER LINEAGE LOGISTICS, LLC
a Delaware limited liability company
By:

Name:

Title:

CITY CITY OF COLTON, a California municipal corporation By:

Frank J. Navarro, Mayor
Date:

Attest:

Carolina Padilla, City Clerk
APPROVED AS TO LEGAL FORM:

Best Best & Krieger LLP
By:

Carlos L. Campos, City Attorney

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EXHIBIT “A”
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EXHIBIT “A”
(Legal Description)

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LEGAL DESCRIPTION

EXHIBIT “A”
-2-

LINEAGE LEGAL DESCRIPTION:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COLTON, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

LOT 21 AND THOSE PORTIONS OF LOTS 18, 19 AND 20 OF SUBDIVISION OF THE BANDINI DONATION, AS PER PLAT RECORDED IN BOOK 3 OF MAPS, PAGE 24, RECORDS OF SAID COUNTY TOGETHER WITH PARCEL 1 OF LOT LINE ADJUSTMENT DOCUMENT NO. 2020-0511599, OFFICIAL RECORDS OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION, AS CONVEYED TO SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT, OF THAT PART OF LOTS 13-1/2, 14, 16, 17, 18, 19, 20 AND 22, BANDINI DONATION, AS PER PLAT RECORDED IN BOOK 3 OF MAPS, PAGE 24, RECORDS OF SAID COUNTY, DESCRIBED IN DEED RECORDED JUNE 2, 1954 IN BOOK 3394 PAGE 373, OFFICIAL RECORDS, SAID PORTION BEING ALL OF SAID PART LYING WITHIN A STRIP OF LAND 1050 FEET IN WIDTH, BEING 525 FEET ON EACH SIDE OF, MEASURED AT RIGHT ANGLES TO, THE FOLLOWING DESCRIBED CENTER LINE:

BEGINNING AT A POINT IN THE WESTERLY LINE OF RANCHO SAN BERNARDINO, AS PER PLAT RECORDED IN BOOK 7 OF MAPS, PAGE 2, RECORDS OF SAID COUNTY, DISTANT NORTH 19° 36' 20" WEST ALONG SAID WESTERLY LINE, 2083.09 FEET FROM A 1" IRON PIPE MARKING THAT CERTAIN CORNER OF SAID RANCHO SAN BERNARDINO COMMONLY KNOWN AS R. S. B. NO. 2; THENCE NORTHWESTERLY 902.41 FEET ALONG A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 2000 FEET AND A CENTRAL ANGLE OF 25° 51' 08", THE BEGINNING TANGENT THEREOF BEARING NORTH 84° 06' 56" WEST; THENCE NORTH 58° 15' 48" WEST, 1542.71 FEET; THENCE WESTERLY 5321.53 FEET ALONG A TANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 2950 FEET AND A CENTRAL ANGLE OF 103° 21' 22"; THENCE SOUTH 18° 22' 50" WEST, 2713.73 FEET; THENCE SOUTHWESTERLY, 1534.19 FEET ALONG A TANGENT CURVE CONCAVE TO NORTHWEST, HAVING A RADIUS OF 5000 FEET AND A CENTRAL ANGLE OF 17° 34' 50"; THENCE SOUTH 35° 57' 40" WEST, 3253.02 FEET TO THE POINT OF TERMINATION IN THE CENTER LINE OF RIVERSIDE- RIALTO ROAD (A 66-FOOT STREET), DISTANT ALONG SAID CENTER LINE 12° 57' 07" EAST, 4753.39 FEET FROM THE INTERSECTION

OF SAID CENTER LINE OF RIVERSIDE-RIALTO ROAD WITH THE CENTER LINE OF AGUA MANSA ROAD (A 50- FOOT STREET).

ALSO EXCEPTING THEREFROM THAT PORTION, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO BY DEED RECORDED NOVEMBER 2, 1928 IN BOOK 432, PAGE 107, OFFICIAL RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A RIGHT OF WAY ACROSS LOTS 18, 19, 20, 21, 22, 23, AND 24 OF THE BANDINI DONATION SUBDIVISION AS RECORDED IN MAP BOOK 3, PAGE 24, OF THE RECORDS OF SAN BERNARDINO

COUNTY, STATE OF CALIFORNIA, BEING ALL OF THE PORTION OF SAID LOTS LYING NORTH

OF A LINE WHICH IS SOUTH OF,

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LEGAL DESCRIPTION

EXHIBIT “A”
-3-

PARALLEL TO AND THIRTY (30) FEET DISTANT FROM THE FOLLOWING DESCRIBED LINE OF ROAD:

BEGINNING AT A POINT IN THE PRESENT ROAD KNOWN AS AGUA MANSA ROAD, 28 FEET N. 87° 37' N OF THE NE CORNER OF AFORESAID LOT 18, THENCE WESTERLY ON A CURVE TO THE RIGHT WHOSE RADIUS IS 300 FEET, FROM A TANGENT WHOSE BEARING IS S. 55° 12' W. A DISTANCE OF 134.9 FEET; THENCE RUNNING S. 87° 06' W., A DISTANCE OF 1198.3 FEET; CROSSING THE WEST LINE OF SAID LOT 18 AT A POINT 62 FEET, MORE OR LESS, S. 10° E., FROM THE N.W. CORNER OF SAID LOT 18, CROSSING THE WEST LINE OF LOT 19, AT A POINT 68 FEET, MORE OR LESS S. 9° 30' E., FROM THE NW CORNER OF SAID LOT, CROSSING THE WEST LINE OF SAID LOT 20 AT A POINT 30 FEET, MORE OR LESS, S. 20° 30' E., FROM THE NW CORNER OF SAID LOT, AND CROSSING THE WEST LINE OF SAID LOT 21, AT A POINT 8 FEET, MORE OR LESS, S. 20° 45' E., FROM THE NW CORNER OF SAID LOT; THENCE RUNNING ON A CURVE TO THE LEFT WHOSE RADIUS IS 1273.57 FEET, A DISTANCE OF 611.5 FEET CROSSING THE WEST LINE OF AFORESAID LOT 22, AT A POINT 50 FEET, MORE OR LESS S. 32° E., FROM THE NW CORNER OF SAID LOT; THENCE RUNNING S. 53° 35' W., A DISTANCE OF 967.3 FEET, CROSSING THE WETS LINE OF AFORESAID LOT 23 AT A POINT 10 FEET MORE OR LESS, FROM THE NW CORNER OF SAID LOT, TO A POINT IN THE PRESENT NAMED AGUA MANSA ROAD, SAID POINT BEING N. 37° 15' W., AND 12 FEET, MORE OR LESS, DISTANT FROM THE NW CORNER OF AFORESAID LOT 24.

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EXHIBIT “B”
-1-

EXHIBIT “B”
(Property Location)

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EXHIBIT “C”
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EXHIBIT “C”
(Assignment and Assumption Agreement Form)

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EXHIBIT “C”
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ASSIGNMENT AND ASSUMPTION OF SPECIFIED

RIGHTS AND OBLIGATIONS UNDER THE DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF COLTON AND IDI AGUA MANSA, LLC AND LINEAGE LOGISTICS, LLC This Assignment and Assumption of Specified Rights and Obligations (“Assignment and Assumption Agreement”) is entered into between Lineage Logistics, LLC (“Owner”) and _______________ (“Assignee”) as of __________, _____ (the “Effective Date”).

RECITALS
A. Owner and the City of Colton (the “City”) entered into a Development Agreement dated __________, 2023 (the “Development Agreement”) for real property consisting of approximately 35.95 acres within the City (the “Property”). The Property is more particularly described in Exhibit A and depicted on Exhibit B.

B. This Assignment and Assumption Agreement is entered into pursuant to Section 3.1 of the Development Agreement.

C. Owner has conveyed to Assignee that portion of its interest in the Property which is set forth in Paragraph 1 below (the “Conveyance”).

D. In connection with the Conveyance, Owner ha s assigned to Assignee certain rights (set forth in Paragraph 2 below) under the Development Agreement (the “Assignment of Rights”).

E. In connection with the Conveyance, Owner also ha s delegated to Assignee certain obligations (set forth in Paragraph 3 below) under the Development Agreement (the “Delegation of Obligations”).

F. When delivered to the City, this Assignment and Assumption Agreement is intended to serve as the notice to the City required by Section 3.3(b) of the Develo pment Agreement.

G. As of the Effective Date of this Assignment and Assumption Agreement, Owner is not in Major Default, of the Development Agreement, as defined in Section 1.1(y).

AGREEMENT
Owner and Assignee agree as follows:

1. Conveyance. The Conveyance pertains to and is limited to the Property described as follows (the “Transferred Property”):
[Insert description of Transferred Property by tract, parcel, and/or lot number]

2. Assignment of Rights. In connection with the Conveyance, Owner has assigned to Assi gnee the following rights under the Development Agreement:

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EXHIBIT “C”
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a. The right to build 474,021square feet of commercial structures. b. The vested right to complete the development of the Transferred Property pursuant to the “Development Plan” defined in the Development Agreement. c. The right to $__________ in __________ Fee Credit, $__________ in Fee Credit, $__________ in __________ Fee Credit, and $ __________ in other credit toward [specify other Development Impact Fee], as those terms are defined in the Dev elopment Agreement.
d. The following right to reimbursement as provided in the Development Agreement:
[Insert the basis for and the amount of (or applicable formula) the reimbursement.] e. Community Benefit Agreement

3. Assumption of Obligations. Owner ha s delegated to Assignee and Assignee unconditionally agrees to assume all duties and obligations of Owner under the Development Agreement remaining to be performed with respect to the Transferred Property on the effective date of this Assignment and Assumption Agreement.

4. Execution. Owner, the Assignee and the City have signed this Assignment and Assumption Agreement on the dates indicated below. As such, this assignment is deemed fully completed.

OWNER LINEAGE LOGISTICS, LLC,
a Delaware limited liability company

By:

Name:

Title:

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EXHIBIT “C”
-4-

CITY City of Colton, a California municipal corporation By:

Date:

Assignee:

By:

Name:

Its:

Date:

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EXHIBIT “C”
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EXHIBIT A

LINEAGE LEGAL DESCRIPTION:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COLTON, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

OF SAID CENTER LINE OF RIVERSIDE-RIALTO ROAD WITH THE CENTER LINE OF AGUA MANSA ROAD (A 50- FOOT STREET).

ALSO EXCEPTING THEREFROM THAT PORTION, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO BY DEED RECORDED NOVEMBER 2, 1928 IN BOOK 432, PAGE 107, OFFICIAL RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A RIGHT OF WAY ACROSS LOTS 18, 19, 20, 21, 22, 23, AND 24 OF THE BANDINI DONATION SUBDIVISION AS RECORDED IN MAP BOOK 3, PAGE 24, OF THE RECORDS OF SAN BERNARDINO

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EXHIBIT “C”
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COUNTY, STATE OF CALIFORNIA, BEING ALL OF THE PORTION OF SAID LOTS LYING NORTH

OF A LINE WHICH IS SOUTH OF,
PARALLEL TO AND THIRTY (30) FEET DISTANT FROM THE FOLLOWING DESCRIBED LINE OF ROAD:

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EXHIBIT “C”
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EXHIBIT B

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EXHIBIT "D"
-1-

EXHIBIT "D"

Development Impact Fees Fee Multiplier
Infrastructure Fee - SBCTA fee $1,967.00 Per 1K s.f.

Traffic Facilities Fee $147.00 Per 1K s.f.

Civic Center Fee $16.00 Per 1K s.f.

Fire Station Fee $79.00 Per 1K s.f.

Library Fee $46.00 Per 1K s.f.

Police Station Fee $102.00 Per 1K s.f.

Park Development Fee $0.28 Per s.f.

Industrial Water-Waste Water Fee Flat Fee [depends on
meter size]
(Applicable Development Impact Fees)

Building SF: 474,021 SF
*above SF includes 10,000 SF Office

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Error! Unknown document property name..Error! Unknown
document property name.

Error! Unknown document property name..Error! Unknown
document property name./7-26-23/Error! Unknown document property name./Error! Unknown document property name.

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EXHIBIT "E"

[Intentionally left blank]

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Error! Unknown document property name..Error! Unknown
document property name.

Error! Unknown document property name..Error! Unknown
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EXHIBIT "F"
[INSERT PROJECT COA]

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Error! Unknown document property name..Error! Unknown
document property name.

Error! Unknown document property name..Error! Unknown
document property name./7-26-23/Error! Unknown document property name./Error! Unknown document property name.

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Attachment: PC 2023 May 9_Meeting Minutes (4172 : Second Reading of Ordinance No. O-05-23) Planning Commission Meeting Minutes
May 9, 2023

Page 5 ends

�OGISTICS CENTER, BUILDING 1, FOR PROPERTY LOCATED AT' 1500 AGUA

MANSA ROAD IN THE CITY OF COLTON
F. Staff recommends that the Planning Commission adopt the attached Resolution No.

R-07-23:

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF COLTON

RECOMMENDING TO THE CITY COUNCIL APPROVAL OF A DEVELOPMENT

AGREEMENT WITH IDI AGUA MANSA, LLC FOR THE AGAU MANSA LOGISTICS CENTER, BUILDING 2, FOR PROPERTY LOCATED AT 1400 AGUA MANSA ROAD IN THE CITY OF COLTON.

Public Hearing was closed on April 25, 2023.

Cecilia So, Environmental Consultant for the City of Colton.

COMMISSON ACTION
Motion and second by Commissioner Grossich / Commissioner Dr. Peters to approve with comments to R-06-23 and R-07-23 (Development Agreements).

Amendment to list of Development Agreement (DA) comments to maker of the motion by Lemos accepted by Grossich - with final comments on DA accepted by Commission Members included:

1. City Council to consider increasing the rate per square footage in the CFD as truck impacts to roads are more severe than residential or commercia l projects (Look at 22 Cents a square foot instead of 18 Cents a square foot and has seen up to 34 cents a square foot); 2. Consider adjusting the square footage used for the Lineage Building (1500 Agua Mansa) since the building volume was not broken into multiple story building square footage; 3. City Council should consider removing the freeze on Development Impact Fees; 4 . City Council should consider restricting truck traffic traveling n orth on Rancho Avenue to the I-10 Freeway; 5. A plan or maintenance fee should be included with the $10,000 donation for future monument sign or other improvement within the Agua Mansa Historic District; 6. City Council should consider increasing. the 3 percent annual or actual CPI index whichever was greater in the CFDs.

Roll Call vote: Ayes: 4

3. FILE INDEX NUMBER:

Noes: 1 (Baden)
DAP-001-804

Absent: 0 Abstain: 0
Heavy Hitters Racing
APPLICANT: Johnny Olguin, Owner, Heavy Hitters Racing
PROPERTY OWNER: Comer Family Trust, Finn Comer, Managing Partner PROPERTY LOCATION: 1130 S. Rancho Ave (Also includes 460-476 West Fogg Street and 1100-1140 S. Rancho A venue
ASSESSOR'S PARCEL NUMBER(S): 0163-453-06

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ITEM NO. 13

STAFF REPORT

SECOND READING OF AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF COLTON, CALIFORNIA, APPROVING A

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF COLTON

AND IDI AGUA MANSA, LLC FOR THE AGUA MANSA LOGISTICS
CENTER PROJECT, ORDINANCE NO. O-06-23.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

It is recommended to that the City Council Waive Full Reading and Approve Second Reading of An Ordinance of the City Council of the City of Colton Approving the IDI Agua Mansa, LLC Development Agreement for property generally located at 1400 Agua Mansa Road in the City of Colton

ATTACHMENT

1. PC Resolution No. R-07-23_Recommending Approval of Development Agreement_IDI Agua Mansa.doc

2. ORDINANCE O-06-23_IDI Agua Mansa Development Agreement

3. EXHIBIT A_IDI AGUA MANSA DEVELOPMENT AGREEMENT (5-31-23) CC DRAFT

4. PC 2023 May 9_Meeting Minutes
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ORDINANCE NO. O-06-23

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF COLTON, CALI FORNIA, APPROVING A

DEVELOPMENT AGREEMEN T BETWEEN THE CITY

OF COLTON AND IDI AG UA MANSA, LLC FOR TH E

AGUA MANSA LOGISTICS CENTER PROJECT FOR
PROPERTY GENERALLY L OCATED AT 1 400 AGUA

MANSA ROAD IN THE CITY OF COLTON

WHEREAS, the City of Colton (“City”) has found that development agreements will strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of ce rtainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and

WHEREAS, pursuant to California Government Code Sections 65864 et seq . and Colton Municipal Code Section 18.58.102, the City is authorized to enter into development agreements providing for the development of land under terms and conditions set forth therein; and

WHEREAS, IDI Agua Mansa, LLC , a Delaware limited liability company, proposes to develop the Building 2 of the Agua Mansa Logistics Center (Case Nos.

DAP-001-716 and DAP-001-668), more particularly described in Exhibit “A”, attached hereto and incorporated herein by reference (“Project”); and

WHEREAS, on May 9, 2023, t he Planning Commission of the City of Colton approved the Ar chitectural & Site Plan Review , Certificat e of Appropriateness and Tentative Parcel Map to provide for the orderly growth and quality development of the Project in accordance with the General Plan; and

WHEREAS, because of the logistics, magnitude of the expenditure and considerable lead time prer equisite to planning and developing the Project, Developer has proposed to enter into a development agreement concerning the Project (“Development Agreement”) to provide assurances that the Project can proceed without disruption caused by a change in the C ity's planning policies and requirements except as provided in the Development Agreement, which assurance will thereby reduce the actual or perceived risk of planning for and proceeding with development of the Project; and

WHEREAS, at a duly noticed publ ic hearing held on May 9, 2023 , the Planning Commission considered the Staff Report, the Development Agreement, all recommendations by staff, and public testimony, and adopted Resolution No. R -07- 23, recommending to the City Council approval of the Development Agreement; and

WHEREAS, the City desires the timely, efficient, orderly and proper development of the Project in furtherance of the goals and policies of the City’s General Plan; and

WHEREAS, the City Council has found that this Development Agreem ent is consistent with the City’s General Plan; and

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WHEREAS, the City Council has determined that by entering into the Development Agreement: (i) the City will promote orderly growth and quality development on the Property in accordance with the goals an d policies set forth in the General Plan; (ii) significant benefits will be created for City residents and the public generally from increased employment, property tax revenue, and contributions from Developer toward public capital improvements; and

WHEREAS, on June 20, 2023, the C ity Council held a duly advertised public hearing on the Development Agreement; and

WHEREAS, at the public hearing, the City Council considered the Staff Report, the Development Agreement, and public testimony.

NOW, THEREFORE, THE CITY COUNCIL OF THE CI TY OF
COLTON DOES ORDAIN AS FOLLOWS:

Section 1. Pursuant to California Government Code Section 65865, the City Council hereby approves the Development Agreement, attached hereto as Exhibit "A", entitled "A Development Agreement between City of Colton and IDI Agua Mansa, LLC, a Delaware limited liability company ” (aka “ Agua Mansa Logistics Center, Building 2 Development Agreement”) (the "Development Agreement").

Section 2. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds this Development Agreement not be detrimental to the health, safety and welfare of the community because the Development Agreement will permit land uses that best reflect community needs, including the need for local em ployment opportunities and increased property tax revenue to fund City services, and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City.

Section 3 . Pursuant to California Gove rnment Code Section 65867.5(b), and based on the entire record before the City Council , including all written and oral evidence presented, the City Council hereby finds that the Development Agreement is consistent with the General Plan because the Developm ent Agreement will result in the development of the Property that is consistent with the uses and intensity allowed under the General Plan.

Section 4. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds that: (i) the economic interests of Colton citizens and the public health, safety and welfare will be best served by entering into the Development Agreement; (ii) this Development Agreement is compatible with the uses authorized in, and th e regulations prescribed for, the area in which the Property is located; (iii) the Development Agreement is in conformity with the public convenience, general welfare and good land use practice; and (iv) the Development Agreement will not adversely affect the orderly development or the preservation of property values for the property it governs or any other property.

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The City Council further finds that among the public benefits to accrue to the residents of the City as a result of the Development Agreement are: (a) A one-time payment of $2 million to the general fund; (b) one-time capital contribution of $245,000 toward widening of the Rialto Channel Bridge; and (c) minimum solar offset payment to the general fund.

Section 5. The City has conducted an an alysis of the Project, consistent with CEQA Guidelines section 15183 (“Section 15183 Analysis”), and found that it is in conformance with the analysis and conclusions of the General Plan EIR, that there are no new significant off -site or cumulative impacts that were not analyzed in the General Plan EIR, and that there are no adverse impacts that are more severe than those previously identified in the General Plan EIR.

PASSED, APPROVED, AND ADOPTED this 20th day of June, 2023.

___________________________________
FRANK J. NAVARRO
Mayor
ATTEST:

__________________________________

STEPHANIE VARGAS
Acting City Clerk

APPROVED AS TO FORM:

__________________________________
Best Best & Krieger LLP
City Attorney

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5/31/23

Recorded at request of:

City Clerk, City of Colton
When recorded return to:

City of Colton
650 North La Cadena Drive
Colton, CA 92324
Attention: City Clerk

Exempt from filing fees pursuant to Government Code §6103 DEVELOPMENT AGREEMENT NO. __________________

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF COLTON
and
IDI AGUA MANSA, LLC a Delaware limited liability company

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DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement") is entered into as of this ___ day of ___________, 2023 by and between the City of Colton, California ("City"), and IDI Agua Mansa, LLC, a Delaware limited liability company ("IDI" or "Owner"). At times, the City and Owner are referred to jointly within this Agreement as the "Parties" and individually as a "Party."

B. Owner has requested City to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of City.

C. Owner holds legal title to the real property described in Exhi bit "A" to this Agreement 1 (the "Property") and is depicted on Exhibit "B" commonly known as 1400 Aqua Mansa Road, Colton, CA.

D. The Property consists of approximately 24.49 acres designated as Heavy Industrial (M-2) in both the City General Plan and Zoning Code.

E. Owner propose s to develop the Property with a state-of-the-art concrete tilt -up industrial warehouse building of approximately 456,000 square feet (the "Project").

F. Owner is requesting from the City the following discretionary approvals (collectively, the "Initial Development Approvals"):
a. This Agreement;
b. Architectural and Site Plan Approval ;
c. Conditional Use Permit No. DAP-001-668 related to (i) the storage of trailers and/o r trucks; and (ii) 24-hour warehouse operation; and
d. Tentative Parcel Map No. 20146 to consolidate multiple legal lots into two separate legal parcels (the "Parcel Map").

1 All references within this Agreement to an "Exhibit" refer to an exhibit to this Agreement, unless otherwise specified.

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e. The Initial Development Approvals include various Project Conditions of Approvals, which are attached hereto and incorporated herein by reference as Exhibit "F" ("Project Conditions of Approval").

G. [Intentionally left blank].

H. In addition to the Initial Development Approvals, Owner shall require "Subsequent Development Approvals " [see defini tion in Section 1.1( jj) below] to complete development of the Project.

I. The City and Owner desire to obtain the binding agreement of each other to permit the development of the Property in accordance with the provisions of this Agreement.

J. The terms and conditions of this Agreement have undergone extensive review by City and Owner and have been found to be fair, just, and reasonable.

K. The City Council has found that the best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement.

L. The City Council has found that this Agreement will have a major, beneficial economic impact on the City in that it will provide to the City and its residents the specific and valuable public benefits set forth in Section 5 below (the "Public Benefits").

M. The physical effects, if any, of the Project on the environment have been separately analyzed pursuant to the California Environmental Quality Act ("CEQA").

N. In accordance with Section 18.58.010 of the Colton Munici pal Code, the City 's Planning Commission and City Council each have (i) given notice of their intention to consider this Agreement, (ii) conducted public hearings on this Agreement as required by the Government Code, and (iii) found the provisions of this Agreement to be consistent with the City's General Plan.

O. On __________, 2023, the Planning Commission held a duly noticed public hearing at which the Planning Commission recommended approval of this Agreement to the City Council.

P. On _____________, 2023, the City Council adopted a Section 15183 Consistency Analysis, for the Project, approved the Initial Development Approvals, and conducted the first reading of Ordinance No. _________ (the "Adopting Ordinance ") approving this Agreement.

Q. On _____________, 2023, the City Council adopted the Adopting Ordinance.

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AGREEMENT
The Parties agree as follows:

1. DEFINITIONS AND EXHIBITS

1.1. Definitions. The following terms when used in this Agreement shall be defined as follows:
a. "Adopting Ordinance " means Ordinance No. ________ approved by the City Council adopting this Agreement.
b. "Agreement" means this Development Agreement.
c. "Applicable Rules " means the Existing Land Use Regulations, the Initial Development Approvals, all Subsequent Development Approvals, any Subsequent Land Use Regulations to which Owner ha s given its written consent, and this Agreement.
d. "Approval Date" means the date on which the City Council conducted the second reading of the Adopting Ordinance. That date is _______________, 2023.
e. "Assignment" means the assignment and assumption of the rights, duties, and obligations arising under or from this Agreement in connection with the Conveyance of some or all of the Property.
f. "Assignment and Assumption Agreement " refers to the agreement required by Section 3.3(b) below.
g. "City Council" means the duly elected city council of the City of Colton. h. "City" means the City of Colton, a California municipal corporation. i. "Conveyance" means the sale, transfer, assignment, or other conveyance of the Property in whole or in part to any third party of any nature during the Term.
j. "Development" means the improvement of the Property for the purposes of completing all structures, improvements, and facilities comprising the Project as contemplated by this Agreement. "Development" does not include the maintenance, repair, reconstruction, or redevelopment of any building, structure, improvement, or faci lity after the completion of its initial construction and its subsequent occupancy.
k. "Development Approvals" means all non-legislative permits, entitlements, and other approvals granted or issued by the City for the use of, construction upon, and/or develop ment of the Property pursuant to this Agreement, including, without limitation, those for site plan review, architectural review, excavation, grading, building, construction,

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encroachment or street improvement permits, occupancy certificates, utility connection authorizations, drainage, landscape, and other permits or approvals necessary for the development, construction, marketing, use, and occupancy of the Project. For the purposes of this Agreement, Development Approvals consist of the "Initial Developm ent Approvals " and "Subsequent Development Approvals, " as those terms are defined below.
l. "Development Exaction" means any requirement of the City in connection with or pursuant to the implementation or approval of a Land Use Regulation applicable to the Pr oject and/or a Development Approval for the Project which requires Owner, the Property, and/or the Project to either:
(i) Dedicate or otherwise convey land to the City, any other agency, or any third party;
(ii) Construct improvements for the benefit of the City, any other agency, or any third party;
(iii) Pay fees, including but not limited to "Development Impact Fees," or perform other actions in order to lessen, offset, mitigate, or compensate for the effects of the Project; or
(iv) Convey to the City, any other agency, or any third -party funds, commitments, or any other thing of value.
m. "Development Impact Fee" (DIF) means a payment imposed on Owner or the Project pursuant to the requirements of the Mitigation Fee Act set forth in the California Government Code at Chapter 6 (commencing with Section 66010), Chapter 7 (commencing with Section 66012), Chapter 8 (commencing with Section 66016), and Chapter 9 (commencing with Section 66020) that are applicable on the Effective Date. For purposes of this Agreement, Development Impact Fees do not include fees paid pursuant to the Mitigation Fee Act which are imposed by agencies, including school districts, other than the City. In addition, Development Impact Fee does not include later-adopted development impact fees that do not currently exist and are uniformly applied to all development projects in the City.
n. "Development Plan" means the plan for development of the Property as set forth in the Applicable Rules.
o. "DIF Freeze Period " means the five (5) year period where existing Development Impact Fees in effect will be frozen, as specified in Exhibit "D".
p. "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective.

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q. "Existing Land Use Regulations" means all Land Use Regulations in effect on the Approval Date, including the General Plan and applicable zoning.

Changes to Land Use Regulations becoming effective from the day after the Approval Date through the Effective Date shall not be considered part of the Existing Land Use Regulations without Owner 's prior written consent, except as provided in Section 6.1. This Agreement, a Land Use Regulation which shall not become effective until the Effective Date, has Owner's prior written consent and shall be considered an Existing Land Use Regulation.
r. "Extension" refers to an extension of the Term pursuant to Section 2.1 below.
s. "Financing District " means a special assessment district, community facilities district, or alternate financing mechani sm to pay for the construction and/or maintenance and operation of public infrastructure facilities which are part of the Development Plan.
t. "Indemnify" means, when used in Section 8 below, to defend, indemnify, and hold harmless.
u. "Initial Development App rovals" means those Development Approvals approved on the Approval Date as listed in Recital F, as well as revisions, addenda, amendments, and modifications to each of these actions that are finally approved in accordance with the Colton Municipal Code. v. "Land Use Regulations " means all legislative acts, including ordinances, resolutions, codes, rules, regulations, and official policies of the City governing the development and use of land, including the permitted use of land, the density or intensity of use , subdivision requirements, timing and phasing of development, the maximum height and size of buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement, construction, initial occupancy standards and sp ecifications, and impact, building, processing, affordable housing, and all other fees applicable to the development of land within the City.

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w. [Intentionally left blank]
x. [Intentionally left blank]
y. "Major Default" means either individual Owner's material and substantial failure to meet that Owner's obligations to provide the Public Benefits contemplated by this Agreement after notice and a reasonable opportunity to cure an alleged Major Default.
z. "Mortgagee" means a lender , a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender, and their successors and assigns providing financing secured by the Property and/or its improvements.
aa. "Notice" means any written communication, request, d emand, approval, statement, report, acceptance, consent, waiver, appointment, or similar action required or permitted by this Agreement.
bb. "Owner" means, individually and/or collectively as the context may require, (i) IDI and (ii) Lineage, and their successors and assigns with respect to the ownership of the Property.
cc. "Owner's Vested Right" means, with respect to each Owner, such Owner's guaranteed right to develop the Property as set forth in this Agreement, including, but not limited to, the provisions of Section 4 below. dd. "Processing Fees " means all City application, processing, permit, and similar fees that are generally applicable to all development projects within the City, including those imposed to cover the estimated actual costs to City of pro cessing applications for Development Approvals or for monitoring compliance with Development Approvals granted or issued. ee. "Parcel Map" means Tentative Parcel Map No. 20358, which is part of the "Initial Development Approvals."
ff. "Project" means the development of the Property as set forth in the Development Plan, as described in Recital E.
gg. "Project Conditions of Approval " means the conditions of approval imposed by the City in the Initial Development Approvals, and specified in Exhibit "F".
hh. "Property" means the real property described on Exhibit "A" and depicted on Exhibit "B".
ii. "Reservation of Authority" means the rights and authority of the City set forth in Section 6 below which limit the assurances and rights provided to Owner under this Agreement.
jj. "Subsequent Development Approvals" means all Development Approvals for the Project which are approved, granted, or issued after the Approval

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Date and which are required or permitted by the Applicable Rules and/or this Agreement.
kk. "Subsequent Lan d Use Regulations " means those Land Use Regulations which are both adopted and effective after the Approval Date and which are not incorporated within the definition of Existing Land Use Regulations. ll. "Term" means the term of this Agreement as set forth in Section 2.1.

1.2. Exhibits. The following attached Exhibits are a substantive part of this Agreement:

Exhibit "A" – Legal Description.

Exhibit "B" – Property Location.

Exhibit "C" – Assignment and Assumption Agreement Form
Exhibit "D" – Applicable Development Impact Fees
Exhibit "E" – [Intentionally left blank]
Exhibit "F"—Project Conditions of Approval

2. DURATION OF AGREEMENT

2.1. Term. This Agreement shall start on the Effective Date and remain in effect for a term of fifteen (15 ) years (t he "Term"). The Term may be further modified by mutual written agreement of the Parties. All references in this Agreement to the "Term" include any extensions of the Term.

2.2. Termination. Unless otherwise extended pursuant to this Agreement, this Agreement shall terminate upon the first to occur of:
a. The conclusion of the Term and any extensions of the Term; b. Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits for the Project and acceptance by City or applicable public agency of all required dedications.; c. Termination by order of a California court of law; and d. Termination by mutual written agreement of the Parties.

2.3. Agreement Terms Surviving Termination . Upon termination of this Agreement , the only rights or obligations under this Agreement which any Party shall have are those expressly set forth within this Agreement.

2.4. Development Rights Upon Termination. Termination of this Agreement shall not invalidate any Land Use Regulations in effec t or terminate any Development Approvals obtained prior to the date of termination of this Agreement.

3. CONVEYANCE, ASSIGNMENT, AND RELEASE

3.1. Right to Assign . Each Owner shall have the right to sell, transfer, assign, or otherwise convey its Property in whole or in part (provided that no such partial

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transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any third party of any nature (an "Assignee") at any time during the Term (collectively, a "Conveyance").

3.2. Assignee's Status Under this Agreement . For purposes of this Section 3, Assignees will fall into two categories:
a. Owner Assignee. An Assignee who acquires an interest in some or all of the Property and intends to retain the right to complete development of the acquired portion of the Property pursuant to this Agreement shall be referred to as an "Owner's Assignee."
b. User Assignee. An Assignee who acquires an interest in some or all of the Property in an improved condition and does not intend to further improve the Property pursuant to this Agreement shall be referred to as a "User Assignee."

3.3. Rights and Obligations of Owner 's Assignee. Subject to compliance with this Section 3.3, an Owner Assignee shall succeed to the rights and obligations of the Owner under this A greement with respect to that portion of the Property conveyed to the Owner Assignee. Any Conveyance to an Owner Assignee shall (i) include both an assignment of all rights ("Assignment of Rights ") and a delegation of all obligations( "Delegation of Obliga tions") existing under this Agreement as of the date of the Conveyance with respect to the portion(s) of the Property conveyed and (ii) be made in strict compliance with the following conditions precedent:
a. No Assignment of Rights or Delegation of Obligatio ns (collectively, an "Assignment") shall be made unless made together with a Conveyance. b. Concurrent with any Assignment, Owner shall notify City in writing of the Assignment and shall provide City with an "Assignment and Assumption Agreement" in a form rea sonably acceptable to City, signed by the purchaser, transferee, or assignee and the City. An "Assignment and Assumption Agreement " in the form of Exhibit "C" shall be deemed acceptable to both Parties. The Assignment and Assumption Agreement shall provide that the Owner Assignee must:
(i) expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of Owner under this Agreement with respect to the portion(s) of the Property conveyed; and (ii) provide to the City security equivalent to any security previously provided by Owner to secure performance of such Owner's obligations under this Agreement with respect to the portion(s) of the Property conveyed and which remain at the time of the Assignment.

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Any Conveyance to an Owne r Assignee not made in strict compliance with these conditions precedent shall constitute a default by Owner under this Agreement, which default shall be cured if either (i) the Assignment is terminated, or (ii) the Assignee signs the required Assignment a nd Assumption Agreement. If an Assignee does not sign an Assignment and Assumption Agreement, the burdens of this Agreement with respect to the portion(s) of the Property conveyed shall bind the Assignee, but the benefits of this Agreement shall not inure to the Assignee unless and until the required Assignment and Assumption Agreement is signed by the Assignee.

3.4. Rights and Obligations of a User Assignee. A User Assignee must succeed to the rights and obligations of Owner under this Agreement with respect to the Property conveyed to the User Assignee. The provisions of Section 3.3 above shall apply to the Conveyance of any parcel or lot that has been finally subdivided and is sold or leased to a User Assignee. This Agreement not shall terminate with respect to any such parcel or lot and that parcel or lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document.

3.5. Release of Transferring Owner. Upon any Assignment, the City shall release the conveying Owner from any further obligations under this Agreement with respect to the Property conveyed if:
a. Owner provides evidence to the City establishing that Owner no longer has a legal or equitable interest in the Property subject to the Assignment; b. There is no default under this Agreement on the date of the Assignment or any such default has subsequently been cured; and
c. In the case of a Conveyance to an Owner Assignee, the conveying Owner has provided the City with the required Assignment and Assumptio n Agreement.

3.6. Subsequent Assignment . The provisions of this Section 3 shall apply to all Assignments occurring during the Term.

4. DEVELOPMENT OF THE PROPERTY

4.1. Owner's Vested Right . During the Term and subject only to the Reservation of Authority (Section 6 below) and express limitations of this Agreement:
a. Owner shall have a vested right to develop its respective Property in accordance with, and to the full extent permitted by the Existing Land Use Regulations, the Initial Development Approvals, the Project Co nditions of Approval, all Subsequent Development Approvals, and any Subsequent Land Use Regulations to which Owner has given its written consent (collectively, the "Applicable Rules"); and
b. The permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the

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design, improvement and construction standards and specifications applicable to development of the Property shall be those set forth in the Applicable Rules.

A "change in the Applicable Rul es" shall include any new ordinance, resolution, policy, or other enactment, no matter how adopted or enacted, which is not contained in the Applicable Rules as of the Approval Date, except such rules described in Section 6.1.

4.3. Owner's Vested Right Upon Ter mination. As set forth in Section 2.4 above, termination of this Agreement shall not invalidate any Land Use Regulations or terminate any Development Approvals obtained prior to the date of termination.

Upon any termination, the extent, if any, of Owner 's Vested Right as of the date of termination shall be determined by state and federal statutes and case law and the then current factual state of the Project.

4.4. Term of Map(s) and Other Project Approvals.
a. Maps. Pursuant to Government Code Section 66452.6 and any other applicable provision of the Government Code, the term of the Parcel Map and any other subdivision or parcel map that is approved for Property shall be extended to a date coincident with the Term and, where not prohibited by State law, with any extension of the Term, unless a longer term would result under otherwise applicable State or local law.
b. Other Development Approvals. Pursuant to Government Code Section 65863.9, site plan and architectural r eview approvals and all other Development Approvals for the Project shall automatically be extended for the longer of (i) the term of the Parcel Map and (ii) the term of any other subdivision or parcel map that is approved for the Property. Pursuant to Section 4.4(a), those terms shall be the same as the Term of this Agreement.

4.5. Timing of Development. The Parties acknowledge that each Owner cannot at this time predict when or the precise rate at which the Property will be developed.

Such decisions depend upon numerous factors which are not within the control of such Owner, such as market orientation and demand and other similar factors.

Because the California Supreme Court held in Pardee Construction v. City of Camarillo (1984) 37 Cal.3d 465, that the fai lure of the parties therein to provide for the timing of development resulted in a latter-enacted initiative restricting the timing of development to prevail over such parties ' agreement, it is the Parties ' intent to cure that deficiency by acknowledging a nd providing that each Owner shall have the right to develop the Property (but not the obligation to develop its applicable Property) in such order and at such rate and at such time as such Owner

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deems appropriate within the exercise of its sole and absolute subjective business judgment. Each Owner shall have the right to complete the Project in such order, at such rate, at such times, and in as many development phases and sub -phases as such Owner deems appropriate in its sole subjective business judgment.

4.6. Applicable Fees and Exactions.
a. Development Exactions. Except as expressly set forth within this Agreement, Owner, the Property, and the Project shall be subject only to those Development Exactions from which Owner is not otherwise exempt and which are (i) set forth within the Applicable Rules and (ii) uniformly applied to all development projects within the City as of the Approval Date. b. Development Impact Fees. The Development Impact Fees set forth in Exhibit "D" shall be frozen for a period of five (5) years from the Effective Date ("DIF Freeze Period"). After the termination of the DIF Freeze Period, the Project shall pay applicable Development Impact Fees at the time and rate in effect for all similar development within the City. c. Fee Credits . The Project shall be entitled to a credit against its Development Impact Fee obligations for the dedication of land and the construction of improvements or the payment of fees
d. Processing Fees. The Project shall be subject to all Processing Fees [see Section 1.1 (aa)]. The Processing Fees shall be assessed on the same basis, according to the same rate schedule, and in the same manner as for all similar property, projects, and development within the City.

4.7. Utilities. Prior to the issuance of a certificate of occupancy for any completed structure within the Project, that structure shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to that structure.

4.8. Financing of Public Improvements . Each Owner may propose, and if requested by City shall cooperate in, the formation of any Financing District [see Section

1.1(r)]. To the extent that a Financing District is formed and sells bonds in order to finance reimbursements, the Owner which requested the formation of the Financing District may be reimbursed to the extent the requesting Owner spends funds or dedicates land for the establishment of public facilities. Nothing contained in this Agreement shall be construed as requiring the City or the City Council to form a Financing District.

5. PUBLIC BENEFITS.

5.1. Contributions to City Facilities and Infrastructure. As consideration for entering into this Agreement, IDI agrees to contribute to the City, as public benefits, the following payments:

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 A one -time payment to the City in the amount of Two Million Dollars ($2,000,000). This payment shall be prior to issuance of the Project’s first building permit.
 A one -time payment of Two Hundred Forty Five Thousand Sixty One Dollars ($245,061) ("Bridge Payment") to partially fund construction of a bridge spanning Rialto Channel west of Agua Mansa Road ("Bridge"). The Bridge Payment shall be disbursed to the City upon the later of (i) City’s issuance of the final certificate of occupancy for the Project; or (ii) City's preparation and approval of improvement plans for the Bridge.  A one-time payment of Ten Thousand Dollars ($10,000), with the proceeds of this payment to be used solely for historic district monumentation ("Monumentation Payment"). IDI shall pay the Monumentation Payment to the City prior to issuance of the first building permit issued for the Project.
 IDI agrees to be annexed into two existing Community Facilities Districts, the Maintenance CFD and the Public Safety CFD prior to issuance of the Project’s first building permit. As a condition precedent to IDI’s annexation into the CFDs, the City is required to create a Special Improvement Area for both CFDs as Developer’s expense. The Maintenance CFD shall consist of an annual special tax of Four Cents ($0.04) per square foot of square footage of the Project as set forth on the approved building permit , and the Public Safety CFD shall consist of an annual special tax of Eighteen Cents ($0.18) per square foot of square footage of the Project, as set forth on the approved building permit . Both CFDs shall be subject to a three percent (3%) annual increase in the amounts of the special taxes. These special taxes shall be paid by IDI as long as the Project is in operation, and therefore this obligation shall survive the expiration of the Term of this Agreement.

5.2 Owner Election to Install Solar. As further consideration for entering into this Agreement, IDI agrees to contribute to the City, as a public benefit, the following if Owner decide to install solar panels to provide electricity to operate the Project, then Owner shall continue to ensure that the City is “made whole” on the amount of general fund revenue received from the City’s Electric Utility Department based on Project electricity usage. The term “made whole” is herein defined herein as City receiving from the Project the amount of not less than $75,000/year as will be adjusted annually by the actual City electric rate increases (the “Base City Amount”). The Base City Amount only applies if Owner constructs a basic warehouse/distribution and office facility and shall need to be adjusted through agreement of the parties in the event the Project involves any use that will require additional electric demands, such as but not limited to manufacturing, cold storage or truck recharging

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The Base City Amount of $75,000 shall be paid to City by Owner in two ways:

(2) direct payment to City by the Owner in such amount that is the result of the equation of $75,000 Base City Amount less the actual annual transfer payment received by the City from this Project. The “made whole” requirement shall be pro -rated for any partial year transfer payment.

For example illustrative purposes only, the following examples illustrate the Owner’s obligation to have the City “made whole” in year 1 based on the initial Base City Amount:

(i) if actual electricity purchase for the project results in a transfer of $20,000 to the City, then the direct pay ment by the Owner would be $55,000;

(ii) if actual electricity purchase for the projec t results in a transfer of $40,000 to the City, then the direct pa yment by the Owner would be $35,000; and

(iii) if actual electricity purchase for the project results in a transfer of $100,000 to the City, then the direct payment by the Owner would be $0;

This obligation shall be contained in a Community Benefit Agreement shall be executed by City and Owner prior to issuance of the first building permit related to the solar installation and shall remain senior to all debt on the Project . This obligation shall continue so long as the Project is in operation and thus the obligation shall extend beyond the Term of this Agreement.

6. RESERVATION OF AUTHORITY AND OTHER EXCEPTIONS TO OWNER'S VESTED RIGHT

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b. New Land Use Regulations which are consistent with the Applicable Rules, do not pertain to the rate or timing of development of the Property, and do not impede, delay, or add costs to the Project.
c. Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, reco rds, hearings, reports, recommendations, appeals, and any other matter of procedure, provided that those procedural regulations are of general application to all similar property, projects, and development within the City.
d. New categories of DIF s, to fund public facilities or services previously not funded by the DIF program in effect on the Effective Date. e. Regulations, policies, and rules governing engineering and construction standards and specifications applicable to all similar public and pri vate improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the City 's Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. f. Emergency rules, regulations, laws, and ordinances within the City's police power that would limit the exercise of either Owner's Vested Right but are reasonably necessary to protect the immediate community from a condition perilous t o its health or safety ( "Conflicting Emergency Regulations"). To the extent possible, Conflicting Emergency Regulations shall be applied and construed so as to provide either Owner with the rights and assurances provided under this Agreement. To apply to the Project or the Property, Conflicting Emergency Regulations must:
(i) result from a sudden, unexpected emergency declared by the President of the United States, Governor of California, or the Mayor or City Council of the City; and
(ii) if declared and/or adopted by the City, not primarily or disproportionately impact the Property or the Project relative to other property or land development projects in the City.

Any action challenging the application of a Conflicting Emergency Regulation t o the Project shall be subject to de novo review by the court for compliance with the provisions of this Section.

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charges, and li mitations on vehicle parking (as opposed to parking requirements for the development of the Property).

6.2. Changes in Federal and State Law . The Property and/or the Project may be subject to subsequently enacted state or federal laws or regulations which preempt local regulations or mandate the adoption of local regulations that conflict with the Applicable Rules. Upon discovery of such a subsequently enacted federal or state law, City or either Owner shall provide the other P arties with written notice contai ning a copy of the state or federal law or regulation and a written explanation of the legal or regulatory conflict created. Within ten (10) business days after receipt of that notice, City and Owner shall meet and confer in good faith in a reasonable att empt to modify this Agreement, as necessary, to comply with such federal or state law or regulation. In such negotiations, City and Owner agrees to preserve the terms of this Agreement and each Owner's Vested Right to the maximum feasible extent while res olving the conflict. City agrees to cooperate with each Owner in resolving the conflict in a manner which minimizes any financial impact to each Owner. Any delays caused by such changes in state or federal law shall be considered delays beyond the control of City and/or Owner pursuant to Section 11.13 below.

7. DEFAULTS AND PERIODIC REVIEW.

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based on the administrative record and determine if the preponderance of evidence supports the City's determination.

7.2. Modifications for Owner's Noncompliance. The terms of GC 65865.1 and Colton Municipal Code Section 18.58.102-T2 allow a local agency to terminate or modify a development agreement if a periodic review of compliance with the terms of the development agreement demonstrates noncompliance by the applicant/developer. The City's right to do so is stated in permissive, rather tha n mandatory, terms: "the local agency may terminate or modify the agreement. " Therefore, as material consideration for entering into this Agreement, the Parties have agreed that, in the event of a finding of noncompliance, the City shall not modify the t erms of this Agreement unless the modification has been agreed to by Owner, as provided in Government Code Section 65868.

7.3. Termination for Owner's Noncompliance. Only a "Major Default" by Owner may establish cause for the City to terminate this Agreement. A "Major Default" is limited to the material and substantial failure by Owner to meet Owner 's obligations to provide the Public Benefits contemplated by this Agreement after notice and a reasonable opportunity to cure an alleged Major Default. a. Notice an d Cure. Before the City may declare a Major Default or a termination of this Agreement or bring a legal action to terminate this Agreement, the City shall provide written notice to Owner setting forth the nature of the Major Default and the actions, if an y, required by Owner to cure the Major Default. Owner shall be deemed in Major Default if Owner fails to cure the Major Default within thirty (30) business days after the date of such notice (for monetary defaults) or within sixty (60) business days after the date of such notice (for non -monetary defaults) ( "Cure Periods"). If the nature of the alleged Major Default is such that it cannot reasonably be cured within the applicable Cure Period, Owner shall not be deemed to be in Major Default if it has comm enced efforts to cure the Major Default within the applicable Cure Period and continues to diligently pursue completion of the cure.
b. Final City Council Review. If, after Owner contends that it has timely cured the alleged Major Default, the City continues to allege that such Owner is in Major Default, then, before seeking a judicial remedy, the City Council must conduct a final hearing on the existence of a Major Default. If, after this hearing, the City determines that the Major Default has not been cured, the City may, at its option, institute legal action to (i) terminate this Agreement, (ii) compel Owner to cure, correct, or remedy the alleged Major Default, (iii) enjoin any threatened or attempted violation of this Agreement, (iv) enforce the terms of this Agreement through specific performance, or (v) pursue any other equitable remedy.

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7.4. Default by City / Owner's Limited Remedies.
a. No Monetary Damages. The City would not have entered into this Agreement if it were to be liable in damages for a breach of this Agreement or with respect to the application of this Agreement to the Property or the Project. Therefore, the City shall not be liable in damages to Owner or any other party, and Owner covenants not to sue for monetary damages or claim any sort of monetary damages:
(i) For any breach of this Agreement or for any cause of action that arises out of this Agreement; or
(ii) For the taking, impairment, or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (iii) Arising out of or connected with any dispute, controversy, or issue regarding the application or interpretation or effect of the provisions of this Agreement.
b. Remedies Available to Owner. The City shall be in default if it materially fails in the performance of any of its obligations under this Agreement, including its material failure to honor any component of Owner 's Vested Right as described in Section 4 above. Owner's litigation remedies shall be limited to declaratory and injunctive relief, mandate, and specif ic performance to compel the City to perform its obligations under this Agreement and/or to remedy the consequences to Owner of the failure of the City's material representations.
(i) Attorneys' Fees. Notwithstanding the restrictions on claims for monetary damages set forth in Section 7.4(a) above, in any action, including appeals, brought by Owner pursuant to Section 7.4(b) above, the prevailing Party shall be entitled to the recovery of its attorneys' fees and costs related to that action.

7.6. Release. Except for non-monetary remedies or as provided in Section 7.4 above, Owner releases City, its officers, agents, and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to claim for monetary damages for a taking of property without just compensation pursuant to Article I, Section 19, of the California Constitution, the Fifth and Fourteen th Amendments to the United States Constitution. Owner acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below:

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"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY."
By initialing below, Owner her eby waives the provisions of Section 1542 in connection in making this release.

Owner's Initials

8. LITIGATION

8.1. Third Party Litigation Concerning Agreement. If a third party brings an action to attack, set aside, void, or annul the approval of (i) this Agreement or (ii) any Development Approval granted pursuant to this Agreement (a "Third-Party Action"), Owner shall defend, indemnify, and hold the City harmless (collectively within this Section 8, "indemnify"), including the payment of attorneys' fees, with respect to any claims, actions, or proceedings in a Third-Party Action which relate to this Agreement. Owner's obligation to indemnify covers any of the City 's agents, officers, or employees named in a Third -Party Action. If a Third -Party Action is f iled, City shall notify Owner of the filing within ten (10) business days after being served with the Petition and/or complaint and shall cooperate in the defense until the Third -Party Action has concluded. If the City fails to do so, Owner's obligation t o indemnify shall immediately terminate. City may in its discretion participate in the defense of any Third-Party Action. Owner's indemnity obligations contained in this Section shall survive termination of this Agreement.

If a Third Party Action is bro ught, the expiration date of this Agreement and all Development Approvals shall be tolled for the identical number of days the Third Party Action is pending.

8.2. Environmental Assurances . Owner shall indemnify the City and its officers, agents, and employees from any liability, based or asserted upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, and independent contractors for any violation of any federal, state, or local law, ordinance or regulation r elating to industrial hygiene or to environmental conditions on, under, or about its applicable P roperty, including, but not limited to, soil and groundwater conditions ( "Environmental Litigation").

Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents, and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such action.

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8.3. Selection of Counsel . With respect to any Third -Party Action or Environmental Litigation, City may either (1) approve the attorney(s) tha t Owner selects to defend the action, which approval shall not be unreasonably withheld, or (2) conduct its own defense with counsel of its choosing. If the City conducts it s own defense:
a. Owner Shall Indemnify. Owner shall indemnify the City and other indemnified parties for any and all reasonable expenses incurred for such defense, including attorneys ' fees, within sixty (60) calendar days of receiving an accurate itemized statement detailing those reasonable expenses.
b. Owner Shall Proceed with Own Counsel. Owner shall defend itself with counsel of its own choosing, without needing to obtain the City's approval of counsel.

8.4. Challenge to Existing Land Use Approvals . Owner sha ll not sue, challenge, or encourage or support a third -party challenge of any of the Applicable Rules.

8.5. Survival. The provisions of this Sect ion 8 shall survive the termination of this Agreement.

9. INSURANCE. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, "Additional Insureds ") against any and all claims and liability for death, injury, loss, and damage resulting from either Owner's actions in connection with this Agreement, the Property, and the Project, each Owner shall secure and maintain the insurance coverage as described in and required by this Section 9 prior to any on -site construction activities at the Property by or on behalf of the Owner. Owner shall pay any deductibles and self -insured retentions under all insurance policies issued in satisfaction of the terms of this Agreement. Owner shall retain all insurance policies as set forth in this Section 9 until a Certificate of Completion for the Project has been filed and recorded pursuant to the applicable provisions of the California Civil Code (the "Certificate of Compliance").

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undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement."
The Owner shall require each contractor and sub -contractor performing work on the Project to provide workers' compensation coverage for all of such contractor's or sub -contractor's employees, unless the contractor 's or sub -contractor's employees are covered by workers ' compensation insurance provided by the Owner. If any class of employees en gaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, Owner shall provide and/or require each contractor or sub -contractor to provide adequate workers ' compensation insurance covering such employees. Each workers' compensation policy procured pursuant to this Section shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

9.2. Liability and Permanent Insurance Requirements.
a. Owner shall maintain in full force and effect, until the issuance of the Certificate of Completion, subject to Section 9.2(d), the following insurance coverage:
(i) Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Owner pursuant to this Agreement), Products -Completed Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Owner's operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate.
(ii) Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non -owned vehicles used by the Owner with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy.
(iii) If Owner hires a consultant to provide desig n services, such as architectural or engineering services in connection with the Project, then Owner shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such

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design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000).
(iv) Upon acceptance of the Project from each contractor, Owner shall maintain Fire and Extended Coverage Insurance on the Project on a blanket basis or wit h an agreed amount clause in amounts not less than 100% of the replacement value of the Project so accepted. b. During the construction of the Project, Owner shall require that each contractor performing work on the Project maintain the following insurance co verage, as specified below, at all times during the performance of said work, or Owner shall provide for such contractors "wrap" coverage, as specified below, at all times during the performance of said work:
(i) Owner shall maintain Builder 's Risk Insurance t o be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work. (ii) Each general contractor and each sub -contractor sh all maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate to protect the Owner during the construction of the Project from claims involvin g bodily injury and/or death and damage to the property of others. (iii) Each general contractor and each sub -contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage cover ing all owned, leased, hired and non -owned vehicles used in the performance of the contractor 's obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS
($2,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy. c. The insurance required in Section 9.2(a) and Section 9.2(b) above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.
d. Any insurance coverage required under this Agreement shall not be written on a "claims made" basis. The applicable certificate of insurance must clearly provide that t he coverage is on an "occurrence" basis. The requirements of this Section shall survive any expiration or termination of this Agreement and the Certificate of Completion.

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e. Receipt by the City of evidence of insurance that does not comply with the above req uirements shall not constitute a waiver of the insurance requirements of this Agreement.
f. Subject to Section 9.2(d), all of the insurance coverage required under this Section shall be maintained by Owner or its contractors, as required by the terms of this Agreement, until the issuance of the Certificate of Completion and shall not be reduced, modified, or canceled without, at least, thirty (30) days prior written notice to the City. Also, phrases such as "endeavor to " and "but failure to mail such notice s hall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds. Owner shall immediately obtain replacement coverage for an y insurance policy that is terminated, canceled, non - renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.
g. All insurance to be obtained and maintained by Owner under this Section shall be issued by a compan y or companies listed in the then current "Best's Key Rating Guide" publication with a minimum of an "A:VII" rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.
h. The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 9.
i. All insurance obtained and maintained by Owner in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds. j. Insurance coverage in the minimum amounts set forth in this Section 9 shall not be construed to relieve Owner of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

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available to any of them pursuant to State Labor Code Section 1781 or applicable Federal Law. Relative to the waivers and releases contained in this section, Owner acknowledge s the protections of Civil Code Section 1542, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR

OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT T HE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
c. Initials. By initialing below, Owner knowingly and voluntarily waives the provisions of Section 154 2 solely in connection with the Waivers and Releases of this Section:
__________________
Initials of Authorized Representative
d. Indemnity, Defend and Hold Harmless . Additionally, Owner shall indemnify, defend and hold h armless City, against any claims p ursuant to State Labor Code Section 1781 or any other law requiring payment of minimum or prevailing wage amounts arising from this Agreement of the Construction of the Project, to which Owner is the Owner.

9.4. Failure by Owner to maintain all insurance covera ge required by this Section 9 in effect shall be an Event of Default by Owner. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default. Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Owner for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by Owner shall not relieve Owner of their obligation to obtain and maintain the insurance coverage required by this Agreement.

10. MORTGAGEE PROTECTION.

10.2. Lender Protection. A lender, a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns providing financing secured by the Property and/or its improvements (collectively, "Mortgagees") may require certain Agreement interpretations and modifications.

At any time requested by Owner or a Mortgagee, City shall meet with Owner and

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the Mortgagee to negotiate in good faith any such interpretation or modification.

City will not unreasonably withhold its consent to any requested interpretation or modification that is consistent with the intent and purposes of this Agreement.

10.3. Additional Mortgagee Rights. Any Mortgagee shall be entitled to the following:
a. Neither Owner's entry into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgagee made in good faith and for value, unless otherwise required by law. b. A Mortgagee who has submitted a request in writing to the City to receive Notices in the manner set forth in Section 11.2 below shall be entitled to receive Notice from the City of any alleged default by Owner in the performance of Owner 's obligation under this Agreement. City shall provide a copy of that notice to the Mortgagee within te n (10) calendar days of sending the notice of default to Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the Cure Period set forth within this Agreement.
c. Any Mortgagee who comes into possession of some or all of the Property shall succeed to Owner's Vested Right and the benefits of this Agreement if, within ten (10) calendar days after coming into possession, the Mortgagee provides Notice to the City of that possession. At any time after receipt of that Notice , the City may provide Notice to the Mortgagee of alleged defaults in the performance of Owner 's obligation under this Agreement pursuant to the provisions of Section 7, above. The Mortgagee shall then have the right, but not the obligation, to cure the alleged default in the manner provided in Section 7. If the Mortgagee fails to cure the default, however, the remedies available to the City are the same as they would have been under Section 7 if the Owner remained in possession. d. The Mortgagee shall not be liable for any defaults or monetary obligations of Owner arising prior to acquisition of title to the Property by the Mortgagee, except that the Mortgagee may not pursue Development pursuant to this Agreement until all delinquent and current fees and other monetary obligations due under this Agreement for the portions of the Property acquired by the Mortgagee have been paid to City.

11. GENERAL PROVISIONS

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and Owner; except for changes to monetary obligations of City or Owner . If and when, from time to time during the Term of this Agreement, City and Owner agrees that such clarifications are necessary or appropriate, City and Owner shall effectuate such clarifications through operating memoranda approved in writing by the Parties ("Operating Memoranda"), which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Owner. No such Operating Memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Manager shall make the determination on behalf of the City whether a requested clarification may be effectuated pursuant to this Section 11.2 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 11.1 above.

The City Manager shall be authorized to execute any Operating Memoranda hereunder on behalf of City.

11.3. Notices. All notices which are allowed or required to be given under this Agreement ("Notices") shall be in writing and (i) shall be deemed given and received when personally delivered or (ii) shall be deemed given when deposited in the United States mail, with postage prepaid, to be sent by registered or certified mail or overnight mail service, addressed as set forth below and be deemed received on the second business day after such mailing.

The addresses for Notices are as follows and may be changed by delivery of a Notice to these addresses:

If to City:

City of Colton
650 North La Cadena Drive
Colton, CA 92324
Attention: City Manager

With a copy to:

Carlos L. Campos
Colton City Attorney
Best, Best & Krieger, LLP
74-760 Highway 111, Suite 200
Indian Wells, CA 92210
If to Owner:

IDI Agua Mansa, LLC
________________________

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________________________
________________________
and
With copies of each to:

John Condas, Esq.

Allen Matkins Leck Gamble
Mallory & Natsis LLP
2010 Main Street, Eighth Fl.

Irvine, CA 92614

11.4. Execution and Recording. The City Clerk shall cause a copy of th is Agreement to be signed by the appropriate representatives of the City and recorded with the Office of the County Recorder of San Bernardino, California, within ten (10) days following the effective date of the Adopting Ordinance. The failure of the City to timely sign and/or record this Agreement shall not affect the validity of and binding obligations set forth within this Agreement.

11.5. Entire Agreement . This Agreement constitutes the entire understanding and agreement of City and Owner with respect to t he matters set forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between City and Owner respecting the subject matter of this Agreement.

11.7. Recitals. Each Recital set forth at the beginning of this Agreement is a substantive part of this Agreement for the purpose of defining the context of this Agreement.

11.8. Interpretation and Governing Law.
a. Governing Law. In any dispute regarding this Agreement, the Agreement shall be governed and interpreted in accordance with the laws of the State of California.
b. Fair Meaning. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.
c. No Drafting Party. Both Parties have been represented by couns el in the negotiation of this Agreement and neither Party should be considered the drafting party for purposes of resolving ambiguities.
d. Section Headings. Section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

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11.9. Jurisdiction and Venue. Venue of any action filed by either Party with respect to this Agreement shall be in the County of San Bernardino.

11.10. Cooperation. City and Owner shall cooperate and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement.

Where the consent or approval of City or Owner is needed to achieve the purposes of this Agreement, that consent or appro val shall not be unreasonably withheld, delayed, or conditioned.

11.11. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

11.14. Delay, Extension of Time for Performance . Performance by either Party of its obligations under this Agreement shall be excused and the Term shall be tolled during any period of delay caused at any time by reason of any event beyond the control of City or Owner which prevents or delays performance by City or Owner of obligations under this Agreement (an "Intervening Act"). Intervening Acts shall include, by way of example and not limitation, acts of nature, enactment of new conflicting federal or state laws or regulations (e xample: listing of a species as threatened or endangered), judicial actions such as the issuance of restraining orders and injunctions, third -party litigation challenging an Applicable Rule, and riots, strikes, pandemics, or damage to work in process by re ason of fire, floods, earthquake, or similar casualties, and emergency orders of local, state, or federal agencies or officials. If City or Owner seek s excuse from performance due to an Intervening Act, it shall provide written notice of the Intervening A ct and the resulting delay to the other Party within thirty (30) days of the commencement of the delay. If the Parties disagree as to the existence or duration of a delay resulting from an Intervening Act, either Party may seek judicial review of the need for the delay, including requests for injunctive relief.

11.15. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

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11.16. Counterparts. This Agreement may be executed by th e Parties in counterparts, which will have the same effect as if both Parties had executed the same Agreement.

11.18. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

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This Agreement has been signed by the Parties on the dates indicated below.

OWNER IDI AGUA MANSA, LLC
a Delaware limited liability company

By:

Name:

Title:

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CITY CITY OF COLTON, a California municipal corporation By:

Frank J. Navarro, Mayor
Date:

Attest:

Carolina Padilla, City Clerk
APPROVED AS TO LEGAL FORM:

Best Best & Krieger LLP
By:

Carlos L. Campos, City Attorney

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EXHIBIT "A"
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EXHIBIT "A"
(Legal Description)

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LEGAL DESCRIPTION
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EXHIBIT "A"
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THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COLTON, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

LOT 15 AND THOSE PORTIONS OF LOTS 14 AND 13 ½ OF SUBDIVISION OF THE BANDINI DONATION, AS PER PLAT RECORDED IN BOOK 3 OF MAPS, PAGE 24, RECORDS OF SAID COUNTY AND LOTS 2 AND 3 OF SUBDIVISION OF LOT 13 BANDINI DONATION OF THE RANCHO JURUPA TOGETHER WITH PARCEL 2 OF LOT LINE ADJUSTMENT DOCUMENT NO. 2020-0511599, OFFICIAL RECORDS OF SAID COUNTY.

OF SAID CENTER LINE OF RIVERSIDE-RIALTO ROAD WITH THE CENTER LINE OF AGUA MANSA ROAD (A 50- FOOT STREET).

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EXHIBIT "B"
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EXHIBIT "B"
(Property Location)

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EXHIBIT "C"
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EXHIBIT "C"
(Assignment and Assumption Agreement Form)

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EXHIBIT "C"
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ASSIGNMENT AND ASSUMPTION OF SPECIFIED

RIGHTS AND OBLIGATIONS UNDER THE DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF COLTON AND IDI AGUA MANSA, LLC AND LINEAGE LOGISTICS, LLC This Assignment and Assumption of Specified Rights and Obligations ( "Assignment and Assumption Agreement ") is en tered into between IDI Agua Mansa , LLC, ( "Owner") and _______________ ("Assignee") as of __________, _____ (the "Effective Date").

RECITALS
A. Owner and the City of Colton (the "City") entered into a Development Agreement dated __________, 2023 (the "Development Agreement ") for real property consisting of approximately 24.49 acres within the City (the "Property"). The Property is more particularly described in Exhibit A and depicted on Exhibit B.

B. This Assignment and Assumption Agreement is entered into pursuant to Section 3.1 of the Development Agreement.

C. Owner has conveyed to Assignee that portion of its interest in the Property which is set forth in Paragraph 1 below (the "Conveyance").

D. In connection with the Conveyance, Owner has assigned to Assignee certain rights (set forth in Paragraph 2 below) under the Development Agreement (the "Assignment of Rights").

E. In connection with the Conveyance, Owner also ha s delegated to Assignee certain obligations (set forth in P aragraph 3 below) under the Development Agreement (the "Delegation of Obligations").

F. When delivered to the City, this Assignment and Assumption Agreement is intended to serve as the notice to the City required by S ection 3.3(b) of the Development Agreement.

G. As of the Effective Date of this Assignment and Assumption Agreement, Owner is not in Major Default, of the Development Agreement, as defined in Section 1.1(y).

AGREEMENT
Owner and Assignee agree as follows:

1. Conveyance. The Conveyance pertains to and is limited to that Property described as follows (the "Transferred Property"):
[Insert description of Transferred Property by tract, parcel, and/or lot number]

2. Assignment of Rights. In connection with the Conveyance, Owner has assigned to Assignee the following rights under the Development Agreement:

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EXHIBIT "C"
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a. The right to build approximately 456,000 square feet of commercial structures. b. The vested right to complete the development of the Transferred Property pursuant to the "Development Plan" defined in the Development Agreement. c. The right to $ __________ in __________ Fee Credit, $ __________ in Fee Credit, $__________ in __________ Fee Credit, and $ __________ in other credit toward [specify other Development Impact Fee], as those terms are defined in the Development Agreement.
d. The following right to reimbursement as provided in the Development Agreement:
[Insert the basis for and the amount of (or applicable formula) the reimbursement.]

4. Execution. Owner, the Assignee and the City have signed this Assi gnment and Assumption Agreement on the dates indicated below. As such, this assignment is deemed fully completed.

OWNER IDI AGUA MANSA, LLC
a Delaware limited liability company

By:

Name:

Title:

CITY City of Colton, a California municipal corporation

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EXHIBIT "C"
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By:

Date:

Assignee:

By:

Name:

Its:

Date:

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EXHIBIT "C"
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EXHIBIT A

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COLTON, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

OF SAID CENTER LINE OF RIVERSIDE-RIALTO ROAD WITH THE CENTER LINE OF AGUA MANSA ROAD (A 50- FOOT STREET).

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EXHIBIT "C"
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EXHIBIT B

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EXHIBIT "C"
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EXHIBIT C

[TO BE INSERTED]

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EXHIBIT "D"
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EXHIBIT "D"

Development Impact Fees Fee Multiplier
Infrastructure Fee - SBCTA fee $1,967.00 Per 1K s.f.

Traffic Facilities Fee $147.00 Per 1K s.f.

Civic Center Fee $16.00 Per 1K s.f.

Fire Station Fee $79.00 Per 1K s.f.

Library Fee $46.00 Per 1K s.f.

Police Station Fee $102.00 Per 1K s.f.

Park Development Fee $0.19 Per s.f.

Industrial Water-Waste Water Fee Flat Fee [depends on
meter size]
(Applicable Development Impact Fees)

Building SF: 456,000
*above SF includes 10,000 SF Office

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EXHIBIT "D"
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Exhibit "F"
Project Conditions of Approval

[TO BE INSERTED]

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Attachment: PC 2023 May 9_Meeting Minutes (4173 : Second Reading of Ordinance No. O-06-23) Planning Commission Meeting Minutes
May 9, 2023

Page 5 ends

�OGISTICS CENTER, BUILDING 1, FOR PROPERTY LOCATED AT' 1500 AGUA

MANSA ROAD IN THE CITY OF COLTON
F. Staff recommends that the Planning Commission adopt the attached Resolution No.

R-07-23:

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF COLTON

RECOMMENDING TO THE CITY COUNCIL APPROVAL OF A DEVELOPMENT

AGREEMENT WITH IDI AGUA MANSA, LLC FOR THE AGAU MANSA LOGISTICS CENTER, BUILDING 2, FOR PROPERTY LOCATED AT 1400 AGUA MANSA ROAD IN THE CITY OF COLTON.

Public Hearing was closed on April 25, 2023.

Cecilia So, Environmental Consultant for the City of Colton.

COMMISSON ACTION
Motion and second by Commissioner Grossich / Commissioner Dr. Peters to approve with comments to R-06-23 and R-07-23 (Development Agreements).

Amendment to list of Development Agreement (DA) comments to maker of the motion by Lemos accepted by Grossich - with final comments on DA accepted by Commission Members included:

Roll Call vote: Ayes: 4

3. FILE INDEX NUMBER:

Noes: 1 (Baden)
DAP-001-804

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Colton City CouncilAugust 1, 2023

Colton City Council
August 1, 2023