Agenda packet — Ontario City Council, August 2, 2022 (part 1 of 5)

CITY OF ONTARIO
Regular City Council/Housing Authority
Meeting
AUGUST
2, 2022
City Hall
303 East B Street, Ontario, CA 91764

MAYOR PAUL S. LEON • MAYOR PRO TEM ALAN D. WAPNER
COUNCIL MEMBERS JIM W. BOWMAN, DEBRA DORST-PORADA AND RUBEN VALENCIA CITY CLERK SHEILA MAUTZ • TREASURER JAMES R. MILHISER
CITY MANAGER SCOTT OCHOA • CITY ATTORNEY RUBEN DURAN

WELCOME TO A MEETING OF THE ONTARIO CITY COUNCIL

All documents for public review are on ﬁle with the Records Management/City Clerk's Department located at 303 East B Street, Ontario, CA 91764.

Anyone wishing to speak in person during public comment or on a particular item will be required to ﬁll out a blue slip. Blue slips must be turned in prior to public comment beginning or before an agenda item is taken up. The Clerk will not accept blue slips after that time. To comment by email, submit your comments no later than 4:00 p.m. on the day of the meeting by emailing your name, agenda item you are commenting on and your comments to
[email protected].

All
comments received by the deadline will be forwarded to the City Council for consideration before action is taken on the matter and will be entered into the record.

Comments will be limited to 3 minutes. Speakers will be alerted when they have 1 minute remaining and when their time is up. Speakers are then to return to their seats and no further comments will be permitted.

In accordance with State Law, remarks during public comment are to be limited to subjects within Council's jurisdiction. Remarks on other agenda items will be limited to those items.

Remarks from those seated or standing in the back of the chamber will not permitted. All those wishing to speak including Council and Staff need to be recognized by the Chair before speaking.

ORDER OF BUSINESS

The regular City Council and Housing Authority meeting begins with Public Comment at 6:30 p.m.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 1 immediately followed by the Regular Meeting and Public Hearings. No agenda item will be introduced for consideration after 10:00 p.m. except by majority vote of the City Council. (EQUIPMENT FOR THE HEARING IMPAIRED AVAILABLE IN THE RECORDS MANAGEMENT OFFICE)

CALL TO ORDER
(OPEN SESSION)

ROLL CALL
Wapner, Bowman, Dorst-Porada, Valencia, Mayor/Chairman Leon

PLEDGE OF ALLEGIANCE
Council Member Bowman

INVOCATION
Becky Dulay, Baha'i Faith
PUBLIC COMMENTS 6:30 P.M.

The Public Comment portion of the Council/Housing Authority meeting is limited to 30 minutes with each speaker given a maximum of 3 minutes. An opportunity for further Public Comment may be given at the end of the meeting. Under provisions of the Brown Act, Council is prohibited from taking action on oral requests.

To comment by email, submit your comments by email no later than 4:00 p.m. on the day of the meeting by emailing your name, agenda item you are commenting on and your comment to [email protected]
. All Comments received by the deadline will be forwarded to the City Council for consideration before action is taken on the matter and entered into the record. As previously noted -- if you wish to address the Council, fill out one of the blue slips at the rear of the chambers and give it to the City Clerk.

AGENDA REVIEW/ANNOUNCEMENTS

The City Manager will go over all updated materials and correspondence received after the Agenda was distributed to ensure Council Members have received them. He will also make any necessary recommendations regarding Agenda modiﬁcations or announcements regarding Agenda items to be considered.

CONSENT CALENDAR

All matters listed under CONSENT CALENDAR will be enacted by one motion in the form listed below – there will be no separate discussion on these items prior to the time Council votes on CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 2

1. APPROVAL OF MINUTES

ATTACHMENT:

20220705 (Not Official Until Approved).pdf

ATTACHMENT:

20220708S (Not Official Until Approved).pdf

2. BILLS & PAYROLL

3. ORDINANCES APPROVING A DEVELOPMENT AGREEMENTS (FILE NOS. PDA22-003-A, B, C,

AND D) BETWEEN THE CITY OF ONTARIO AND OTC LOT OWNER, LLC, TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH A DEVELOPMENT PLAN (FILE NO. PDEV22- 014)
them, unless a member of the Council requests a speciﬁc item be removed from the Consent Calendar for a separate vote.

Each member of the public wishing to address the City Council on items listed on the Consent Calendar will be given a total of 3 minutes.

Minutes for the regular meetings of the City Council and Housing Authority of July 5, 2022 and special meetings of the City Council and Housing Authority on July 8, 2022, and approving same as on file in the Records Management Department.

Bills July 1, 2022 through July 14, 2022, and Payroll June 19, 2022 through July 2, 2022, when audited by the Finance Committee.

That the City Council consider and adopt Ordinances approving a Development Agreements (File No.'s PDA22-003-A, B, C, and D)
to establish the terms and conditions associated with a Development Plan (File No. PDEV22-014) to construct up to 694 residential units and 71,500 square feet of commercial/oﬃce/retail uses on 10.49 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corners of Via Piemonte and Via Villagio, within the Mixed-Use land use district (Subareas 8, 11, 16, and 17) of the Piemonte Overlay of the Ontario Center Specific Plan.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDA22-003-A, A DEVELOPMENT AGREEMENT BETWEEN THE

CITY OF ONTARIO AND OTC LOT A OWNER LLC, TO ESTABLISH THE TERMS AND CONDITIONS FOR A DEVELOPMENT PLAN (FILE NO. PDEV22-014) TO CONSTRUCT 384 RESIDENTIAL UNITS AND UP TO 25,256 SQUARE FEET OF
COMMERCIAL/OFFICE/RETAIL USES, ON APPROXIMATELY 4.83 ACRES OF LAND

LOCATED AT THE SOUTHWEST CORNER OF ONTARIO CENTER PARKWAY AND CONCOURS STREET, WITHIN MIXED-USE SUBAREA 16 OF THE PIEMONTE OVERLAY

OF THE ONTARIO CENTER SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF—APN: NORTHEAST PORTION OF 0210-205-01.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDA22-003-B, A DEVELOPMENT AGREEMENT BETWEEN THE

CITY OF ONTARIO AND OTC LOT B OWNER LLC, TO ESTABLISH THE TERMS AND CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 3

ATTACHMENT:

File No. PDA22-003-A
OTC Owner LLC^01 EXHIBITS A,B,C & D

ATTACHMENT:

File No. PDA22-003
OTC Owner LLC^02 PC Back-up

ATTACHMENT:

File No. PDA22-003-A OTC Owner LLC 03 ORD^A^RM

ATTACHMENT:

File No. PDA22-003-A
OTC Owner LLC^04 DA

ATTACHMENT:

File No. PDA22-003-B OTC Owner LLC 05^ORD^B^RM

ATTACHMENT:

File No. PDA22-003-B
OTC Owner LLC^06 DA

ATTACHMENT:

File No. PDA22-003-C OTC Owner LLC 07 ORD^C^RM

ATTACHMENT:

File No. PDA22-003-C
OTC Owner LLC^08 DA

ATTACHMENT:

File No. PDA22-003-D OTC Owner LLC 09^ORD^D^RM

ATTACHMENT:

File No. PDA22-003-D
OTC Owner LLC^10 DA

4. AN ORDINANCE AMENDING AND RESTATING ORDINANCE NO. 3082 LEVYING SPECIAL TAXES WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 35 (COUNTRYSIDE PHASE 2 SOUTH-FACILITIES)
CONDITIONS FOR A DEVELOPMENT PLAN (FILE NO. PDEV22-014) TO CONSTRUCT 112 RESIDENTIAL UNITS AND UP TO 20,802 SQUARE FEET OF
COMMERCIAL/OFFICE/RETAIL USES, ON APPROXIMATELY 1.69 ACRES OF LAND

LOCATED AT THE SOUTHWEST CORNER OF ONTARIO CENTER PARKWAY AND FERRARI LANE, WITHIN MIXED-USE SUBAREA 17 OF THE PIEMONTE OVERLAY OF

THE ONTARIO CENTER SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF—APN: SOUTHEAST PORTION OF 0210-205-01.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDA22-003-C, A DEVELOPMENT AGREEMENT BETWEEN THE

CITY OF ONTARIO AND OTC LOT C OWNER LLC, TO ESTABLISH THE TERMS AND CONDITIONS FOR A DEVELOPMENT PLAN (FILE NO. PDEV22-014) TO CONSTRUCT 94 RESIDENTIAL UNITS AND UP TO 11,047 SQUARE FEET OF COMMERCIAL/OFFICE RETAIL USES, ON APPROXIMATELY 1.93 ACRES OF LAND FOR LOCATED AT THE

SOUTHWEST CORNER OF ONTARIO VIA PIEMONTE AND VIA VILLAGIO, WITHIN MIXED-USE SUBAREA 8 OF THE PIEMONTE OVERLAY OF THE ONTARIO CENTER SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF—APN: 0210-204-39.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, FILE NO. PDA22-003-D, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO

AND OTC LOT D OWNER, LLC, TO ESTABLISH THE TERMS AND CONDITIONS FOR A DEVELOPMENT PLAN (FILE NO. PDEV22-014) TO CONSTRUCT 104 RESIDENTIAL UNITS AND UP TO 14,095 SQUARE FEET OF COMMERCIAL/OFFICE/RETAIL USES, ON APPROXIMATELY 2.04 ACRES OF LAND LOCATED AT THE SOUTHEAST CORNER OF ONTARIO VIA PIEMONTE AND VIA VILLAGIO WITHIN THE MIXED-USE SUBAREA 11

OF THE PIEMONTE OVERLAY OF THE ONTARIO CENTER SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF—APN: 0210-204-38.

That the City Council consider and adopt an amending and restating Ordinance No. 3082 levying special taxes within City of Ontario Community Facilities District No. 35 (Countryside Phase 2 South-Facilities).

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4

ATTACHMENT:

CFD No. 35 Countryside Phase 2 So Fac 01^ORD^RM

5. A DEVELOPMENT CODE AMENDMENT (FILE NO. PDCA22-004) PROPOSING CERTAIN

CLARIFICATIONS AND REVISIONS TO THE CITY OF ONTARIO DEVELOPMENT CODE

PERTAINING TO CHINO AIRPORT

ATTACHMENT:

File No. PDCA22-004 ^01 PC Back-up

ATTACHMENT:

File No. PDCA22-004^02 ORD^RM

6. RESOLUTIONS CALLING FOR THE PLACEMENT OF A GENERAL TAX MEASURE ON THE BALLOT FOR THE NOVEMBER 8, 2022 GENERAL MUNICIPAL ELECTION

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING AND RESTATING ORDINANCE NO. 3082 LEVYING SPECIAL TAXES WITHIN THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 35 (COUNTRYSIDE PHASE 2 SOUTH-FACILITIES).

That the City Council consider and adopt the Ordinance approving File No. PDCA22-004, a Development Code Amendment proposing certain clariﬁcations and revisions to the City of Ontario Development Code,
establishing the Chino Airport Overlay zoning district and Reference L, Chino Airport Land Use Compatibility Plan
.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDCA22-004, A DEVELOPMENT CODE AMENDMENT FOR

CERTAIN REVISIONS TO THE CITY OF ONTARIO DEVELOPMENT CODE,

ESTABLISHING THE CHINO AIRPORT OVERLAY ZONING DISTRICT AND REFERENCE

L, CHINO AIRPORT LAND USE COMPATIBILITY PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF.

ADMINISTRATIVE REPORTS/DISCUSSION/ACTION
That the City Council adopt Resolutions (1) Placing a measure to approve a general capital Transactions and Use Tax (Sales Tax) at the rate of one cent (1¢) on the November 8, 2022 General Municipal Election ballot; (2) requesting the Board of Supervisors of the County of San Bernardino render the General Municipal Election consolidated with the State General Election; and (3) setting rules for the ﬁling of primary and rebuttal arguments regarding the measure.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA,

PROVIDING FOR THE FILING OF PRIMARY AND REBUTTAL ARGUMENTS AND

SETTING RULES FOR THE FILING OF WRITTEN ARGUMENTS REGARDING A CITY MEASURE TO BE SUBMITTED AT THE NOVEMBER 8, 2022 GENERAL MUNICIPAL ELECTION.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA,

REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF SAN BERNARDINO

TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 5

ATTACHMENT:

Setting Deadlines and Rules for Arguments and Rebuttals-Transactions and Use Tax Measure 01^RM

ATTACHMENT:

Requesting Consolidation of Election with County-Transactions and Use Tax Measure RESO^02^RM

ATTACHMENT:

Placement of General Transactions and Use Tax Measure
RESO^03^RM
8, 2022 WITH THE STATEWIDE GENERAL ELECTION TO BE HELD ON THAT DATE PURSUANT TO §10403 OF THE ELECTIONS CODE.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA,

CALLING FOR THE PLACEMENT OF A GENERAL TAX MEASURE ON THE BALLOT FOR THE NOVEMBER 8, 2022 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO

THE QUALIFIED VOTERS OF AN ORDINANCE TO ENACT A GENERAL TRANSACTIONS AND USE TAX (SALES TAX) AT THE RATE OF ONE CENT (1¢).

STAFF MATTERS

City Manager Ochoa

COUNCIL MATTERS

Mayor Leon
Mayor pro Tem Wapner
Council Member Bowman
Council Member Dorst-Porada
Council Member Valencia

ADJOURNMENT
CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
July 5, 2022
(Not Official Until Approved)

(Not Official Until Approved)

JOINT MEETINGS

The regular meetings of the Ontario City Council and Housing Authority were held on Tuesday, July 5, 2022 at Ontario City Hall, 303 E. B Street Ontario, California.

CALL TO ORDER

Mayor Leon called the joint meetings to order at 6:31 p.m.

ROLL CALL

PRESENT: Mayor/Chairman Paul S. Leon
Mayor pro Tem/Vice Chair: Alan D. Wapner
Council/Authority Members: Jim W. Bowman, Debra Dorst -Porada and Ruben Valencia

ABSENT: Council/Authority Members: None.

Also present were City Manager / Executive Director Scott Ochoa , City Attorney/Legal Counsel Ruben Duran, and City Clerk / Secretary Sheila Mautz.

PLEDGE OF ALLEGIANCE

The Pledge of Allegiance was led by Council Member Valencia.

INVOCATION

Mayor Leon led a moment of silence in lieu of an invocation.

PUBLIC COMMENTS

There were seven emailed comments:

Alicia Castellano, in opposition of the TOP 2050 General Plan.

Jennifer Sarai Acosta-Godoy, in opposition of the TOP 2050 General Plan.

John Vo, in opposition of the TOP 2050 General Plan.

Jesus Pez, in opposition of the TOP 2050 General Plan.

Jill Lopez, in opposition of warehouses.

Maxine Bowden, in opposition of warehouses.

Ben Alirez,request for permanent pickleball courts.

7 Ontario City Council/Ontario Housing
Regular Meeting Minutes – July 5, 2022

Page 2 of 15 ends

Mayor Leon called on the first speaker:

Stephanie, thanked the Ontario Fire Department for their service and spoke on concerns regarding parking violations during large events.

Ana Gonzalezs, spoke in opposition of the Top 2050 General Plan.

Celina Lopez , thanked City S taff for the 4th of July parade and fireworks show and congratulated the FastPitch Softball team for being recognized.

Jesse Fonsenca, spoke on the Ontario International Airport and airplane noise.

AGENDA REVIEW/ANNOUNCEMENTS

City Manager Ochoa made no announcements.

SPECIAL CEREMONIES

HONORING THE ONTARIO FASTPITCH SOFTBALL ASSOCIATION, 14U GIRLS

ALL-STARS DIVISION

The City Council honored the Ontario Fastpitch Softball Association athletes and coaches.

RECOGNITION OF RECREATION & PARKS COMMISSION OUTGOING STUDENT REPRESENTATIVES 2021/22

The City Council recognized outgoing student representatives for Fiscal Year 2021-22, Diego Detres and Abril Escobosa and welcomed Monique Lynette De Haro of Ontario High School as the incoming student representative and Hannah Norton as the incoming alternate student representative.

PROCLAMATION OF JULY 2022 AS PARKS AND RECREATION MONTH

The City Council proclaimed the month of July 2022 as Parks and Recreation Month in the City of Ontario.

Mayor Leon recessed the meetings at 7:10 p.m. and reconvened at 7:22 p.m.

CONSENT CALENDAR

MOTION: Moved by Council Member Dorst -Porada, seconded by Council Member Bowman and carried by unanimous vote 5-0, to approve the Consent Calendar as presented.

8 Ontario City Council/Ontario Housing
Regular Meeting Minutes – July 5, 2022

Page 3 of 15 ends

1. APPROVAL OF MINUTES

Minutes for the Regular Meetings of the City Council and Housing Authority of June 7, 2022, approving the same as on file in the Records Management Department.

2. BILLS & PAYROLL

Bills from June 3, 2022 through June 16, 2022 in the amount of $20,591,317.39 and Payroll from May 22, 2022 through June 4, 2022 in the amount of $ 4,575,145.77, when audited by the Finance Department.

3. RESOLUTIONS ESTABLISHING THE ANNUAL SPECIAL TAXES WITHIN

COMMUNITY FACILITIES DISTRICTS IN OLD MODEL COLONY AND ONTARIO RANCH FOR FISCAL YEAR 2022-23.

The City Council adopt ed Resolutions establishing the annual special taxes within City of Ontario Community Facilities Districts in Old Model Colony and Ontario Ranch for Fiscal Year 2022-23.

RESOLUTION NO. 2022 -066 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 9 (EDENGLEN), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -067 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 10 (ONTARIO

AIRPORT TOWERS), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 20 22-068 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 13 (CALIFORNIA COMMERCE CENTER - PHASE IV), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -069 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 19 (COUNTRYSIDE PHASE 1 - SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -070 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 20 (WAL - 9 Ontario City Council/Ontario Housing
Regular Meeting Minutes – July 5, 2022

Page 4 of 15 ends

MART), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022 -

23. RESOLUTION NO. 2022 -071 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 21 (PARKSIDE), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -072 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 23 (PARK PLACE SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -073 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 24 (PARK PLACE FACILITIES PHASE 1), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -074 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 25 (PARK PLACE FACILITIES PHASE 1I), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -075 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTIN G IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 26 (PARK PLACE FACILITIES PHASE 1II), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -076 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 27 (NEW HAVEN SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -077 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 28 (NEW HAVEN FACILITIES - AREA A), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -078 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE 10 Ontario City Council/Ontario Housing
Regular Meeting Minutes – July 5, 2022

Page 5 of 15 ends

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 30 NEW HAVEN FACILITIES - AREA B), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -079 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 31 (CARRIAGE HO USE/AMBERLY LANE), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -080 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 32 (ARCHIBALD/SCHAEFER - SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -081 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 33 (ARCHIBALD/SCHAEFER FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -082 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 34 (COUNTRYSIDE PHASE I NORTH - FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -083 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 37 (PARK & TURNER NE SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2 022-084 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 38 (PARK & TURNER NE FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -085 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 39 (NEW HAVEN FACILITIES - AREA C), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

11 Ontario City Council/Ontario Housing
Regular Meeting Minutes – July 5, 2022

Page 6 of 15 ends

RESOLUTION NO. 2022 -086 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 40 (EMERALD PARK FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -087 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 41 (CANVAS PARK FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -088 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 42 (WEST HAVEN FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -089 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAP ACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 43 (PARK PLACE FACILITIES PHASE IV), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -090 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 44 (ESPERANZA SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -091 A RESOLUTION OF THE CI TY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 45 (NORTHPARK AND COUNTRYSIDE), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022-092 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 46 (AVENUE 176 FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -093 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 47 (COLONY COMMERCE CENTER WEST I SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.
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RESOLUTION NO. 2022 -094 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 48 (TEVELDE SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -095 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 49 (AVENUE 176 SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -096 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 50 (WEST ONTARIO LOGISTICS CENTER SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -097 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 51 (ONTARIO RANCH LOGISTICS CENTER SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -098 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 53 (TEVELDE FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -099 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 54 (ESPERANZA FACILITIES), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -100 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 55 (PARKLANE), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -101 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT 13 Ontario City Council/Ontario Housing
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NO. 56 (PARKSIDE/LA AVENIDA), ESTABLISHING THE ANNU AL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -102 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 57 (NEUHOUSE), ESTABLISHING THE ANNUAL SPECIAL TAXES FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -103 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 58 COLONY COMMERCE CENTER EAST SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

RESOLUTION NO. 2022 -104 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ACTING IN ITS CAPACITY AS THE

LEGISLATIVE BODY OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 60 (ONTARIO RANCH BUSINESS PARK SERVICES), ESTABLISHING THE ANNUAL SPECIAL TAX FOR FISCAL YEAR 2022-23.

4. A PROFESSIONAL SERVICES AGREEMENT FOR WATER QUALITY

MONITORING AND REPORTING SERVICES AND AN AMENDMENT FOR

LANDSCAPE MAINTENANCE SERVICES FOR THE MILL CREEK WETLANDS

The City Council took the following actions:

A. Approved and authorized the City Manager, or his designee, to execute a Professional Services Agreement with Group Delta Consultants, Inc. of Ontario, California, to provide water quality monitoring and reporting services for the Mill Creek Wetlands facility for up to 5 years with a total not-to-exceed of $602,055.

B. Approved and authorized the City Manager, or his designee, to execute an amendment with Natures Image, Inc. of Lake Forest, California, to provide landscape maintenance services for the Mill Creek Wetlands facility for Fiscal Year 2022-23 in the amount of $402,532, for a revised total expenditure of $1,715,734.

5. A CONSTRUCTION CONTRACT FOR THE 2022 FALL PAVEMENT

REHABILITATION PROJECT

The City Council awarded a construction contract to All American Asphalt of Corona, California, for the 2022 Fall Pavement Rehabilitation Project in the bid amount of $3,959,700 plus a ten percent (10%) contingency of $395,970, for a total authorized expenditure of $4,355,670; and authorized the City Manager, or his designee to execute said contract and all related documents, and file a notice of completion at the conclusion of all construction activities.
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6. STUDENT REPRESENTATIVE AND ALTERNATE APPOINTMENTS TO THE RECREATION & PARKS COMMISSION FOR FY 2022-23

The City Council confirmed Monique Lynette De Haro of Ontario High School as the Student Representative and Hannah Norton of Colony High School as the Alternate Student Representative to the Recreation & Parks Commission for the term set to expire June 30, 2023.

7. A CONSTRUCTION CONTRACT FOR AMERICANS WITH DISABILITIES ACT (ADA) CONCRETE RAMP CONSTRUCTION SERVICES

The City Council authorized the City Manager or his designee to execute a one-year Construction Contract with CT&T Concrete Paving, Inc., of Diamond Bar, California, for ADA Concrete Ramp Construction Services for a not to exceed amount of $175,000

8. A GOODS AND SERVICES AGREE MENT FOR PROCUREMENT OF ASPHALT

MATERIALS

The City Council authorized the procurement of asphalt materials by the City Manager or his designee, for a one-year period at set pricing per Bid Invitation #1522 with All American Asphalt of Corona, California, for a not to exceed amount of $805,970 and Vulcan Materials Co. of Irwindale, California, for a not to exceed amount of $37,000, for a total not to exceed amount of $842,970 for Fiscal Year 2022-23.

9. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO,

CALIFORNIA, APPROVING THE LEVY OF THE ASSESSMENTS FOR FISCAL YEAR 2022- 23 FOR THE DOWNTOWN ONTARIO COMMUNITY BENEFIT

DISTRICT

The City Counci l adopt ed a Resolution for the Downtown Ontario Improvement Association (“DOIA”) authorizing the levying of the special assessments for Fiscal Year ("FY") 2022-23.

RESOLUTION NO. 2022 -105 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA , APPROVING THE LEVY OF THE ASSESSMENTS FOR FISCAL YEAR 2022 -23 FOR THE DOWNTOWN ONTARIO COMMUNITY BENEFIT DISTRICT.

10. RESOLUTIONS TO CALL AND GIVE NOTI CE, CONSOLIDATE AND ADOPT

REGULATIONS FOR CANDIDATE STATEMENTS FOR THE GENERAL
MUNICIPAL ELECTION OF NOVEMBER 8, 2022
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The City Council adopted the following Resolutions:

A. A Resolution to call and set the date of the General Municipal Election as November 8, 2022;
B. A Resolution to request the San Bernardino County Registrar of Voters to consolidate the election with the General Election; and C. A Resolution establishing regulations pertaining to Candidate Statements.

RESOLUTION NO. 2022 -106 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, CALLING FOR THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 20 22, FOR

THE ELECTION OF CERTAIN OFFICERS AS REQUIRED BY THE PROVISIONS

OF THE LAWS OF THE STATE OF CALIFORNIA RELATING TO GENERAL LAW CITIES.

RESOLUTION NO. 2022 -107 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, REQUESTING THE BOARD OF

SUPERVISORS OF THE COUNTY OF SAN BERNARDINO TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 2022, PURSUANT TO §10403 OF THE ELECTIONS CODE.

RESOLUTION NO. 2022 -108 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ADOPTING REGULATIONS FOR

CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO CANDIDATES

STATEMENT SUBMITTED TO THE VOTERS AT AN ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 2022.

11. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

ARDURRA FOR ON-CALL CONSTRUCTION MANAGEMENT AND INSPECTION

SERVICES

The City Council approved an Amendment to the 3 year Professional Services Agreement with Ardurra Group, Inc., of El Segundo, California, to provide On- Call Construction Management and Inspection Services for a revised total not-to- exceed amount of $1,060,000.

12. AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO.

PDA21-007) BETWEEN THE CITY OF ONTARIO AND REMINGTON APG, LLC.

The City Council consider and adopt ed an Ordinance approving a Development Agreement (File No. PDA21-007) between the City of Ontario and Remington APG, LLC, to establish the terms and conditions associated with a Development Plan (File No. PDEV21-024) to construct three industrial buildings totaling 200,322 square feet on 10.2 acres of land, located at the northeast corner of Remington Avenue and the Cucamonga Creek Flood Control Channel, within the Industrial (PA -3) land use 16 Ontario City Council/Ontario Housing
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district of the Colony Commerce Center East Specific Plan. First reading and introduction took place at a regular meeting on June 21, 2022.

ORDINANCE NO. 3214 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF ONTARIO, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF ONTARIO AND REMINGTON APG, LLC, TO ESTABLISH

THE TERMS AND CONDITIONS ASSOCIATED WITH A DEVELOPMENT PL AN (FILE NO. PDEV21 -024) TO CONSTRUCT THREE INDUSTRIAL BUILDINGS TOTALING 200,322 SQUARE FEET ON 10.2 ACRES OF LAND LOCATED AT THE

NORTHEAST CORNER OF REMINGTON AVENUE AND THE CUCAMONGA
CREEK FLOOD CONTROL CHANNEL, WITHIN THE INDUSTRIAL (PA -3) LAND

USE DISTRICT OF THE COLONY COMMERCE CENTER EAST SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF —APNS: 0218 -311-07 AND 0218-311-13.

13. AN ORDINANCE LEVYING SPECIAL TAXES WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 66 (OLIVE AND OLEANDER FACILITIES).

The City Council consider ed and adopt ed an Ordinance authorizing the levy of special taxes within City of Ontario Community Facilities District No. 66 (Olive and Oleander Facilities). First reading and introduction took place at a regular meeting on June 21, 2022.

ORDINANCE NO. 3215 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF ONTARIO, CALIFORNIA, LEVYING SPECIAL TAXES WITHIN THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 66 (OLIVE AND OLEANDER FACILITIES).

14. A CONSTRUCTION CONTRACT FOR CITYWIDE ASPHALT GRINDING

SERVICES

The City Council authorized the City Manager, or his designee to execute a Construction Contract No. SM2223- 03 with Vance Corporation located in Bloomington, California for Citywide Asphalt Grinding Services, for up to five years, in an amount not to exceed $835,500.

15. A RESOLUTION APPROVING A DISPOSITION AND DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF ONTARIO AND ONTARIO PLACE D BLOCK, LLC IN ACCORDANCE WITH GOVERNMENT CODE SECTION 37350 ET. SEQ.

The City Council (“City”) considered and:

A. Adopted a Resolution approving the Disposition and Development Agreement (“Agreement”) between the Ontario Place D Block, LLC. (“Developer”). 17 Ontario City Council/Ontario Housing
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B. Authorized the City Manager/Executive Director, or his designee to sign all documents necessary to implement the Agreement.

RESOLUTION NO. 2022 -109 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, APPROVING A DISPOSITION AND

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND
ONTARIO PLACE D BLOCK, LLC WITH RESPECT TO APPROXIMATELY 2.13 ACRES OF LAND LOCATED AT 404, 416 AND 414 NORTH EUCLID AVENUE AND 401 AND 418 NORTH LEMON AVENUE (APNS: PORTION OF 1048 -363-02, 1048-363-03, 1048-363-04, AND 1048-363-05).

PUBLIC HEARINGS

16. A PUBLIC HEARING TO RECEIVE AND RESPOND TO PUBLIC COMMENT ON

CITY'S WATER QUALITY RELATIVE TO PUBLIC HEALTH GOALS

The City Council receive d and responded to public comment on the Public Health Goals Report relative to the City’s drinking water.

Notice of public hearing was duly given and affidavits of compliance are on file in the Records Management Department. There were no written communications.

Mayor Leon opened the public hearing asking those persons interested in this item to speak. Hearing no one wishing to speak, Mayor Leon closed the public hearing and opened the item for Council discussion. Hearing no discussion from City Council, Mayor Leon received and filed the item.

17. A PUBLIC HEARING TO REVIEW INITIAL DRAFT DISTRICTING MAPS FOR THE

DISTRICT-BASED ELECTIONS UNDER THE CALIFORNIA VOTING RIGHTS ACT
The City Council held a Public Hearing to review, consider, and provide direction regarding the initial draft maps.

Notice of public hearing was duly given and affidavits of compliance are on file in the Records Management Department. There w as one written
communication- Raymond Smith, in favor of map 10.

Mayor Leon opened the public hearing; City Manager Ochoa provided a brief introduction to the item and asked Assistant City Attorney Guiboa for the presentation.

Assistant City Attorney Guiboa provided background on the item, presented the 16 maps for review and indicated that City Council should take input from the public.

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Council Member Dorst-Porada inquired why the airport was singled out during the presentation.

Assistant City Attorney Guiboa responded that the airport is a large point of interest in the City and some of the maps have the airport in one district and some have it in two districts.

Council Member Dorst -Porada thanked all those who submitted maps and noted some of her areas of interest are Eden Glen, Archibald Ranch, and the Ranch area and that she would like these areas to be kept together as much as pos sible. She expressed concern over the historic districts being separated and noted the north-side residents between Grove Avenue, Vinyard Avenue, and Baker Avenue above 5
th Street feel left out.

Mayor Leon called upon the first speaker.

Ana Gonzalez, spoke in favor of map 10 and in opposition of maps 1,12 ,13, 14.

Chris Robles, read a letter from his attorney Scott Rafferty, noting a number of issues the Plaintiff had with the districting process.

Mayor pro Tem Wapner requested a point of order and asked the City Attorney if the correspondence read by Mr. Robles had been submitted to counsel.

City Attorney Duran indicated he had not.

Mayor pro Tem Wapner expressed his concerns regarding a litigation threat.

City Attorney expressed his concerns regarding offering legal advice during an open meeting, noted the purpose of the meeting was to receive public comment regarding maps and no actio n was required at the moment. City Attorney Duran advised the City Council that the discussion may be better suited for Closed Session.

Mayor pro Tem Wapner further expressed concerns over potential litigation.

Hearing no one wishing to speak, Mayor Leon closed the public hearing and opened the item for Council discussion.

City Attorney Duran suggested a recess so that he could answer Mayor pro Tem Wapner’s legal questions in private. He noted he would be speaking only with Mayor pro Tem Wapner, and there were no Brown Act concerns.

Mayor Leon recessed the meetings at 7:49 p.m. and reconvened at 7:55 p.m.

City Attorney Duran addressed Mayor pro Tem Wapner’s questions. Given the litigation threat, he recommended that Council take any additional public comments and close the public hearing before proceeding further. 19 Ontario City Council/Ontario Housing
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Mayor Leon closed the public hearing, received and filed the item, and there was no further discussion from the City Council.

ADMINISTRATIVE REPORTS/DISCUSSION/ACTION

18. INTRODUCTION OF AN ORDINANCE AMENDING CHAPTER 3 OF TITLE 6 OF

THE ONTARIO MUNICIPAL CODE RELATING TO NON- WASTE REPORTING

REQUIREMENTS

The City Council introduced and waived further reading of an Ordinance amending Chapter 3 of Title 6 of the Ontario Municipal Code related to Non-Waste Reporting Requirements and finding the action exempt from CEQA.

ORDINANCE NO. 3 216 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING CHAPTER 3 (INTEGRATED SOLID WASTE MANAGEMENT) OF TITLE 6 (SANITATION AND

HEALTH) OF THE ONTARIO MUNICIPAL CODE RELATING TO NON- WASTE REPORTING REQUIREMENTS.

STAFF MATTERS

City Manager Ochoa made no comments.

COUNCIL MATTERS

Council Member Bowman thanked City Staff for their hard work on the 4 th of July parade.

Council Member Dorst-Porada made no comments.

Council Member Valencia thanked Staff for the 4th of July program and acknowledged Congresswoman Veronica Rochin from Ontario’s Sister City in Sinaloa.

Mayor Leon spoke of the successful California Sports Hall of Fame event he recently attended. He also spoke on the restoration of a local church.

Mayor pro Tem Wapner made no comments.

ADJOURNMENT

Mayor Leon adjourned the meetings of the Joint Agencies at 8:15 p.m. and announced the next regular meeting to be held on Tuesday, July 19, 2022.

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Respectfully submitted,

____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY

APPROVED:

____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
21 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

SPECIAL MEETING MINUTES
July 8, 2022
(Not Official Until Approved)

JOINT MEETINGS

The special meetings of the Ontario City Council and Housing Authority were held on Friday, July 8 , 202 2 at Ontario City Hall, 303 E. B Street Ontario, California and a teleconferencing location at 3799 S. Las Vegas Blvd. Las Vegas, NV 89109.

CALL TO ORDER

Mayor Leon called the Joint City Council and Ontario Housing Authority meetings to order at 9:49 a.m.

ROLL CALL

PRESENT: Mayor/Chairman Paul S. Leon
Mayor pro Tem/Vice Chair: Alan D. Wapner
Council/Authority Members: Jim W. Bowman, Debra Dorst -Porada and Ruben Valencia (Teleconferenced)

ABSENT: Council/Authority Members: None.

Also present were City Manager / Executive Director Scott Ochoa , City Attorney/Legal Counsel Ruben Duran, and City Clerk/Secretary Sheila Mautz.

PLEDGE OF ALLEGIANCE

The Pledge of Allegiance was led by Mayor Leon.

CLOSED SESSION PUBLIC COMMENT

Mayor Leon inquired whether persons were present who wished to speak to the Closed Sessions item. Hearing no one, City Attorney Duran announced the matters for discussion as listed on the agenda.

There was one written communication submitted by Mr. Rafferty.

• GC 54656.9(d)(1), CONFERENCE WITH LEGAL COUNSEL, EXISTING LITIGATION Robles, et al. v. City of Ontario et al., Case No. CIVDS 2007038

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The City Council recessed to Closed Session at 9:51 a.m. for discussion of the following:

CLOSED SESSION

• GC 54956.9 (d)(1), CONFERENCE WITH LEGAL COUNSEL, EXISTING LITIGATION: Jay Spicer v. City of Ontario, et al., Superior Court of California, County of San Bernardino, Case No. CIVDS1711812

CALL TO ORDER – OPEN SESSION

Mayor Leon called the meetings to order at 10:37 a.m.

CLOSED SESSION REPORT

City Attorney Duran announced there was no reportable action.

ADJOURNMENT

Mayor Leon adjourned the meetings of the Joint Agencies at 10:38 a.m.

Respectfully submitted,

____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY

APPROVED:

____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
23 Department: Planning
Prepared By: Rudy Zeledon
Staff Member Presenting:

Scott Murphy, Executive Director Community
Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 3
SUBJECT:

ORDINANCES APPROVING A DEVELOPMENT AGREEMENTS (FILE NOS. PDA22- 003-A, B, C, AND D) BETWEEN THE CITY OF ONTARIO AND OTC LOT OWNER, LLC,

TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH A DEVELOPMENT PLAN (FILE NO. PDEV22-014)

CITY OF ONTARIO
Agenda Report
August
2, 2022
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council consider and adopt Ordinances approving a Development Agreements (File No.'s PDA22-003-A, B, C, and D) to establish the terms and
conditions associated with a Development Plan (File No. PDEV22-014) to construct up to 694 residential units and 71,500 square feet of commercial/oﬃce/retail uses on 10.49 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corners of Via Piemonte and Via Villagio, within the Mixed-Use land use district (Subareas 8, 11, 16, and 17) of the Piemonte Overlay of the Ontario Center Specific Plan.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT:

The Development Agreements and related Development Plan (File No. PDEV22- 014) conditions of approval require the developer to construct all public infrastructure and pay all Development Impact Fees, compliance processing, licensing, and permitting fees. There is no direct fiscal impact to the General Fund associated with this action.

BACKGROUND & ANALYSIS:

On July 19, 2022, the City Council introduced and waived further reading of Ordinances approving the Development Agreement. In April 2022, the City Council approved an amendment to the Piemonte Overlay document (File No. PSPA21-001) that expanded the overlay boundary, adding the Mixed-Use land use designation and establishing design guidelines for mixed-use projects. The amendment established the framework to create a vibrant, pedestrian-friendly, regional mixed-use entertainment development within the Arena district.

The ﬁnancial commitments required to develop an active regional mixed-use entertainment Arena district are substantial. Therefore, in order to adequately forecast these costs and gain assurance 24 that the project may proceed under the existing policies, rules and regulations, OTC Lot Owner LLC (“Owner”) has requested that the City enter into negotiations to create a Development Agreement (“Agreement”). In accordance with California Government Code Section 65865, which in part states that “[a]ny city… may enter into a Development Agreement with any person having a legal or equitable interest in real property for the development of such property…” and California Government Code Section 65865.52, which in part states that “a Development Agreement shall specify the duration of the Agreement, the permitted uses of the property… and may include conditions, terms, restrictions…,” the City of Ontario adopted Resolution No. 2002-100 setting forth the procedures and requirements for consideration of Development Agreements.

The Development Agreement proposes to include 10.49 acres of land within the proposed Mixed- Use Subareas 8, 11, 16, and 17 of the Piemonte Overlay at the Ontario Center Speciﬁc Plan, as shown on the attached Exhibits A, B, and C. The Agreement grants the Owner a vested right to develop a future mixed-use project consisting of 694 residential units and up to 71,500 square feet of retail uses, provided the Owner complies with the terms and conditions of the Agreement, and the Piemonte Overlay at Ontario Center Speciﬁc Plan and EIR. To provide ﬂexibility in obtaining ﬁnancing for the project, the Development Agreement has been separated into four separate Agreements, File Nos. PDEV22-03-A, B, C, and D. Each Agreement will correspond to proposed development density and intensity for each phase of the 10.49-acre project site as outlined in Table 1 and shown on attached Exhibit D.

The term of the Agreements are for 10 years, with a 5-year extension option available. The main points of each Agreement address the funding for all new City expenses created by the project, which includes: (1) development of the project in accordance with the agreed upon residential density and commercial intensity as speciﬁed in the Development Plan entitlement (Table 1:

Maximum Development Density and Intensity); (2) timing of the phased development; (3) payment timing and deferral of all Development Impact Fees (“DIF”); (4) construction of all required public infrastructure improvements; (5) vested right to develop the Project in accordance with existing land use regulations of the Piemonte Overlay and subject to the conditions established with the Development Plan entitlement approval; and (6) that the City agrees, to the extent permitted by applicable law, not to apply any rent control or other moratoria or interim control ordinance against the Property or the Project due the terms of the Ground Lease.

In considering the Agreement(s) at their meeting on June 28, 2022, the Planning Commission found that the Agreement(s) were consistent with State law, The Ontario Plan, and the City’s Development Agreement policies. As a result the Planning Commission adopted Resolution Nos. PC22-027, PC22- 028, PC22-029, and PC22-030, with a 6-0 vote, recommending the City Council approve the Agreements.

HOUSING ELEMENT COMPLIANCE:

The Project is consistent with the Housing Element of the Policy Plan (General Plan) component of The Ontario Plan. The Project site contains four properties listed in the Available Land Inventory contained in Table A-3 (Available Land by Planning Area) of the Housing Element Technical Report Appendix. The proposed changes aﬀect two of the four properties listed in the Available Land Inventory (Subareas 8 and 11; Map ID No. 124 and 125). The residential capacity proposed in this Project is consistent with the number of dwelling units (198) and density (48 DU/AC) specified in the Available Land Inventory. 25 AIRPORT LAND USE COMPATIBILITY PLAN COMPLIANCE:

The California State Aeronautics Act
(Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan. On April 19, 2011, the City Council of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan, establishing the Airport Inﬂuence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Inﬂuence Area, as they relate to noise, safety, airspace protection, and overﬂight impacts of current and future airport activity. The proposed Project is located within the Airport Inﬂuence Area of Ontario International Airport and was evaluated and found to be consistent with the policies and criteria of the Ontario International Airport Land use Compatibility Plan.

ENVIRONMENTAL REVIEW:

In 1980, the City Council certiﬁed The Ontario Center Speciﬁc Plan Environmental Impact Report (State Clearinghouse No. 80062538) in relation to the adoption of The Ontario Center Speciﬁc Plan (File No. 2254-SP) (“OCSP”), which was adopted in 1981. Over the years, several amendments to the OCSP have been approved along with appropriate environmental review. On March 19, 1991, a subsequent EIR (State Clearing House No. 89041009) (“Certiﬁed EIR”) was certiﬁed in association with an amendment to the OCSP (File No. 4059-SPA). In 2016, the City approved a Mitigated Negative Declaration (“MND”) in association with an amendment to the Piemonte Overlay (File No. PSPA16-003).

In association with the proposed Overlay Amendment, staﬀ collaborated with consultant Kimley- Horn to prepare an Addendum to the Certiﬁed EIR, as amended, and found that all potential adverse direct, indirect, and cumulative environmental impacts were thoroughly analyzed and discussed in the Certiﬁed EIR, as amended, including, but not limited to potential aesthetic, air quality, greenhouse gas emissions, noise, transportation, and tribal cultural resources impacts, and all feasible mitigation has been identiﬁed and will be incorporated into the proposed Project. This Project does not contemplate any actions that would require the preparation of a subsequent or supplemental environmental document under State CEQA Guidelines Section 15162 or 15163, as it is consistent with the development scenario identiﬁed within the Certiﬁed EIR. Furthermore, this Project introduces no new signiﬁcant environmental impacts and no further environmental review is required.
26 EXHIBIT A—Location Map

Toyota
Arena
27 EXHIBIT B— PIEMONTE OVERLAY LAND USE MAP

Project Site
28 EXHIBIT C— PIEMONTE PROPOSED SUBAREAS

Project Site
29 EXHIBIT C— Table 1 Maximum Development Density (Units) and Intensity

Table 1:

Maximum Development Density (Units) and Intensity
(Based on Piemonte Overlay at the Ontario Center Specific Plan) DA File No’s. Approx.

Acres
Lot Subarea
Area
Dwelling
Units
Commercial
(Square Feet)
PDA22-003-A 4.83 A 16 384 25,256
PDA22-003-B 1.69 B 17 112 20,802
PDA22-003-C 1.93 C 8 94 11,047
PDA22-003-D 2.04 D 11 104 14,095
Total 10.49 694 71,200
30 Case Planner: Rudy Zeledon, Planning Director

Hearing Body Date Decision Action
Planning Director
Approval:

DAB N/A N/A
PC 06/28/2022 APPROVAL Recommend
Submittal Date: N/A CC Final

FILE NO: PDA22-003 - A, B, C and D

SUBJECT: A public hearing to consider a Development Agreement (File No. PDA22-003- A,B,C and D) between the City of Ontario and OTC Owner, LLC (dba Adept Development), to establish the terms and conditions for a Development Plan (File No.

PDEV22-014) to construct four mixed -use buildings tota ling 71,200 commercial square feet and 694 dwelling units (540,373 residential square feet) on 10.49 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corner of Via Piemonte and Via Villagio, within the Mixed -use land use district of the Piemonte Overlay of the Ontario Center Specific Plan. Submitted by OTC Owner, LLC. City Council action is required.

PROPERTY OWNER: City of Ontario

RECOMMENDED ACTION: That the Planning Commission consider and recommend the City Council adopt an ordinance approving the Development Agreement (File No.

PDA22-003- A,B C and D) between the City of Ontario and OTC Owner, LLC, pursuant to the facts and reasons contained in the staff report and attached resolutions.

PROJECT SETTING: The Project site is comprised of 10.49 acres of land, consisting of two vacant parcels located at the southwest corner of Via Villaggio and Via Piemonte and at the Southeast corner of Via Villaggio and Via Piemonte and one additional parcel, developed with the Toyota Arena parking lots, located at the southwest corner of Ontario Center Parkway and Concours Street. The project site within the proposed mixed- use Subareas 8, 11, 16 and 17 of the Piemonte Overlay of the Ontario Center Specific Plan, and is depicted in Figure 1: Project Location , below. The Project site is surrounded by residential, office, and commercial properties on land that is generally topographically flat. In addition to the existing surrounding developments, there are also vacant parcels along the Project boundary . The existing surrounding land uses, zoning , and general plan and specific plan land use designations are summarized in the “Surrounding Zoning & Land Uses” table located in the Technical Appendix of this report.

303 East B Street, Ontario, California 91764 Phone: 909.395.2036 / Fax: 909.395.2420

PLANNING COMMISSION

STAFF REPORT
June 28, 2022
31 Planning Commission Staff Report
File No.: PDA22-003-A, B, C, and D
June 28, 2022

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PROJECT ANALYSIS:

(1) Background — In 2006, the City Council approved the creation of the Piemonte Overlay at The Ontario Center Specific Plan (“Piemonte Overlay”) within the Urban Commercial land use district of The Ontario Center Specific Plan, establishing a master plan for the development of approximately 1.3 million square feet of retail, office, hotel, and entertainment uses, and more than 800 multiple-family dwelling units on the 84-acre Project site. The Piemonte Overlay was delineated into fifteen subareas, with land use designations of Commercial, Entertainment/Retail, Office, Special Use and Residential (See Exhibit B, Existing Boundary and Land Use Map, attached). The current Overlay area covers approximately 92 acres of land, with at least 48 acres being vacant land.

In 2017, the City Council approved an amendment to the Piemonte Overlay document (File No. PSPA16 -003) to reduce the number of residential units, reduce the maximum number of hotel rooms, designate plaza areas to accommodate outdoor events, and

Figure 1: Project Location

Toyota
Arena
32 Planning Commission Staff Report
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June 28, 2022

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expand the design conc ept from the original Tuscan -influenced architecture to allow more contemporary architectural design concepts.

In 2020, the City Council approved an amendment to the Piemonte Overlay document (File No. PSPA19 -009) to allow required residential parking spa ces to be provided as tandem parking spaces.

In April of 2022, the City Council approved an amendment to the Piemonte Overlay document (File No. PSPA21 -001) that expanded the overlay boundary, adding the Mixed-Use land use designation, and establishing design guidelines for mixed -use projects. The City initiated amendment was brought forth by both the Planning and Economic Development departments to create an opportunity t o bring a mixed -use entertainment development the Toyota Arena district and facilitate the development of underutilized vacant parcels and parking lots into a high intensity mixed-use center.

In accordance with California Government Code Section 65865, which in part states that “[a]ny city… may enter into a Development Agreement with any person having a legal or equitable interest in real property for the development of such property…” and California Government Code Section 65865.52, which in part states that “a Development Agreement shall specify the duration of the Agreement, the permitted uses of the property… and may include conditions, terms, restrictions…,” the City of Ontario adopted Resolution No. 2002 -100 setting forth the procedures and requireme nts for consideration of Development Agreements.

Development Agreement — The Agreement proposes to include 10.49 acres of land within the proposed Mixed-Use Subareas 8, 11, 16 and 17 of the Piemonte Overlay at the Ontario Center Specific Plan, as shown on the attached Exhibit A. The Agreement grants the Owner a vested right to develop a future mixed -use project consisting of 69 4 residential units and up to 71,200 square feet retail uses (as shown on Table 1: Proposed Development Density and Intensity below), provided the Owner complies with the terms and conditions of the Agreement, and the Piemonte Overlay at the Ontario Center Specific Plan and EIR. To provide flexibility to finance for the project, the Development Agreement has been separated into four Agreements, File No’s PDEV22-03-A, B, C, and D. Each Agreement will correspond to proposed development density and intensity of each phase for the 10.49-acre project site as outlined below in Table 1.

33 Planning Commission Staff Report
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On March 28, 2022, the Applicant submitted a Development Plan (File No. PDEV22-014) to construct four mixed -use buildings totaling 71,200 commercial square feet and 694 dwelling units (540,373 residential square feet) on 10.49 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corner of Via Piemonte and Via Villagio, within the Mixed-use land use district of the Piemonte Overlay of the Ontario Center Specific Plan.

The term of the Agreement (s) is for 10 years, with a 5 -year option to renew. T he main points of the each Agreement address the funding for all new City expenses created by the project, which includes: Development of the project in accordance with the agreed residential density and commercial intensity of the Development Plan entitlement (Table 1: Maximum Development Density and Intensity ); Timing of the phased development; Payment timing and deferral of all Development Impact Fees (“DIF”); Construction of all required public infrastructure improvements; Vested right to develop the Project in accordance with existing land use regulations of the Piemonte Overlay and subject to the conditions established with the Development Plan entitlement approval; and that the City agrees that, to the extent permitted by applicable law, not to apply any rent control or other moratoria or interim control ordinance against the Property or the Project due the term of the Ground Lease or for 55 years.

Staff finds that the Agreements are consistent with State law, The Ontario Plan, and the City’s Development Agreement policies. As a result, staff is recommending approval of the application to the Planning Commission. If the Planning Commission finds the Agreements are acceptable, a recommendation of approval to the City Council would be appropriate.

COMPLIANCE WITH THE ONTARIO PLAN: The proposed project is consistent with the principles, goals and policies contained within the Vision, Governance, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan (TOP). More specifically, the goals and policies of TOP that are furthered by the proposed project are as follows:

(1) City Council Goals.
 Invest in the Growth and Evolution of the City’s Economy Table 1:

Maximum Development Density (Units) and Intensity
(Based on Piemonte Overlay at the Ontario Center Specific Plan) DA File No’s. Approx.

Page 5 of 17 ends

 Operate in a Businesslike Manner
 Focus Resources in Ontario’s Commercial and Residential Neighborhoods

(2) Vision.

Distinctive Development:

 Commercial and Residential Development

 Development quality that is broadly recognized as distinctive and not exclusively tied to the general suburban character typical of much of Southern California.

(3) Governance.

Decision Making:

 Goal G1: Sustained decision-making that consistently moves Ontario towards its Vision by using The Ontario Plan as a framework for assessing choices.

 G1-2 Long-term Benefit . We require decisions to demonstrate and document how they add value to the community and support the Ontario Vision

(4) Policy Plan (General Plan)

Land Use Element:

 Goal LU1: A community that has a spectrum of housing types and price ranges that match the jobs in the City and that make it possible for people to live and work in Ontario and maintain a quality of life.

 LU1-1 Strategic Growth. We concentrate growth in strategic locations that help create place and identity, maximize available and planned infrastructure, and foster the development of transit.

 LU1-6 Complete Community: We incorporate a variety of land uses and building types in our land use planning efforts that result in a complete community where residents at all stages of life, employers, workers and visitors have a wide spectrum of choices of where they can live, work, shop and recreate within Ontario. (Refer to Complete Community Section of Community Economics Element).

 Goal LU2: Compatibility between a wide range of uses.

 LU2-6: Infrastructure Compatibility : We require infrastructure to be aesthetically pleasing and in context with the community character.

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 Goal LU3 : Staff, regulations and processes that support and allow flexible response to conditions and circumstances in order to achieve the vision.

 LU3-1: Development Standards: We maintain clear development standards which allow flexibility to achieve our Vision.

 LU3-3: Land Use Flexibility: We consider uses not typically permitted within a land use category if doing so improves livability, reduces vehicular trips, creates community gathering places and activity nodes, and helps create identity.

Housing Element:

 Goal H2: Diversity of types of quality housing that are affordable to a range of household income levels, accommodate changing demographics, and support and reinforce the economic sustainability of Ontario.

 H2-3 Ontario Airport Metro Center. We foster a vibrant, urban, intense and highly amenitized community in the Ontario Airport Metro Center Area through a mix of residential, entertainment, retail and office-oriented uses.

 H2-5 Housing Design . We require architectural excellence through adherence to City design guidelines, t houghtful site planning, environmentally sustainable practices and other best practices.

 H2-6 Infill Development . We support the revitalization of neighborhoods through the construction of higher -density residential developments on underutilized residential and commercial sites.

 Goal H3: A City regulatory environment that balances the need for creativity and excellence in residential design, flexibility and predictability in the project approval process, and the provision of an adequate supply and prices of housing.

 H3-2 Flexible Standards. We allow flexibility in the application of residential and mixed -use development standards in order to gain benefits such as exceptional design quality, economic advantages, sustainability, or other benefits that would otherwise be unrealized.

 Goal H5: A full range of housing types and community services that meet the special housing needs for all individuals and families in Ontario, regardless of income level, age or other status.

 H5-2 Family Housing . We support the development of larger rental apartments that are appropriate for families with children, including, as feasible, the provision of services, recreation and other amenities.

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Community Economics Element:

 Goal CE1: A complete community that provides for all incomes and stages of life.

 CE1-6 Diversity of Housing. We collaborate with residents, housing providers and the development community to provide housing opportunities for every stage of life; we plan for a variety of housing types and price points to support our workforce, attract business and foster a balanced community.

 Goal CE2: A City of distinctive neighborhoods, districts, and corridors, where people choose to be.

 CE2-1 Development Projects . We require new development and redevelopment to create unique, high-quality places that add value to the community.

 CE2-2 Development Review . We require those proposing new development and redevelopment to demonstrate how their projects will create appropriately unique, functional and sustainable places that will compete well with their competition within the region.

 CE2-4 Protection of Investment . We require that new development and redevelopment protect existing investment by providing architecture and urban design of equal or greater quality.

 CE2-5 Private Maintenance. We require adequate maintenance, upkeep, and investment in private property because proper maintenance on private property protects property values.

Safety Element:

 Goal S1: Minimized risk of injury, loss of life, property damage and economic and social disruption caused by earthquake-induced and other geologic hazards.

 S1-1 Implementation of Regulations and Standards. We require that all new habitable structures be designed in accordance with the most recent California Building Code adopted by the City, including provisions regarding lateral forces and grading.

Community Design Element:

 Goal CD1: A dynamic, progressive city containing distinct neighborhoods and commercial districts that foster a positive sense of identity and belonging among residents, visitors, and businesses.

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 CD1-1 City Identity. We take actions that are consistent with the City being a leading urban center in Southern California while recognizing the diverse character of our existing viable neighborhoods.

 CD1-2 Growth Areas . We require development in growth areas to be distinctive and unique places within which there are cohesive design themes.

 Goal CD2 : A high level of design quality resulting in public spaces, streetscapes, and developments that are attractive, safe, functional and distinct.

 CD2-1 Quality Architecture . We encourage all development projects to convey visual interest and character through:

• Building volume, massing, and height to provide appropriate scale and proportion;
• A true architectural style which is carried out in plan, section and elevation through all aspects of the building and site design and appropriate for its setting; and
• Exterior building materials that are visually interesting, high quality, durable, and appropriate for the architectural style.

 CD2-2 Neighborhood Design. We create distinct residential neighborhoods that are functional, have a sense of commun ity, emphasize livability and social interaction, and are uniquely identifiable places through such elements as:

• A pattern of smaller, walkable blocks that promote access, activity and safety;
• Variable setbacks and parcel sizes to accommodate a diversity of housing types;
• Traffic calming measures to slow traffic and promote walkability while maintaining acceptable fire protection and traffic flows; • Floor plans that encourage views onto the street and de-emphasize the visual and physical dominance of garages (introducing the front porch as the “outdoor living room”), as appropriate; and
• Landscaped parkways, with sidewalks separated from the curb.

 CD2-4 Mixed Use, Urban Office and Transit Service Areas. We require mixed use, urban office and transit service areas to be designed and developed as pedestrian oriented “villages” that promote a vibrant, comfortable and functional environment.

 CD2-7 Sustainability. We collaborate with the development community to design and build neighborhoods, streetscapes, sites, outdoor spaces, landscaping and buildings to reduce energy demand through solar orientation, maximum use of natural daylight, passive solar and natural v entilation, building form, mechanical and structural systems, building materials and construction techniques. 38 Planning Commission Staff Report
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 CD2-8 Safe Design. We incorporate defensible space design into new and existing developments to ensure the maximum safe travel and visibility on p athways, corridors, and open space and at building entrances and parking areas by avoiding physically and visually isolated spaces, maintenance of visibility and accessibility, and use of lighting.

 CD2-9 Landscape Design. We encourage durable landscaping materials and designs that enhance the aesthetics of structures, create and define public and private spaces, and provide shade and environmental benefits.

 CD2-10 Surface Parking Areas. We require parking areas visible to or used by the public to be lands caped in an aesthetically pleasing, safe and environmentally sensitive manner. Examples include shade trees, pervious surfaces, urban run-off capture and infiltration, and pedestrian paths to guide users through the parking field.

 CD2-11 Entry Statements . We encourage the inclusion of amenities, signage and landscaping at the entry to neighborhoods, commercial centers, mixed use areas, industrial developments, and public places that reinforce them as uniquely identifiable places.

 CD2-12 Site and Building Signage. We encourage the use of sign programs that utilize complementary materials, colors, and themes. Project signage should be designed to effectively communicate and direct users to various aspects of the development and complement the character of the structures.

 CD2-13 Entitlement Process. We work collaboratively with all stakeholders to ensure a high degree of certainty in the efficient review and timely processing of all development plans and permits.

 Goal CD3 : Vibrant urban environments that are organized around intense buildings, pedestrian and transit areas, public plazas, and linkages between and within developments that are conveniently located, visually appealing and safe during all hours.

 CD3-1 Design . We require that pedestrian, vehicular , bicycle and equestrian circulation on both public and private property be coordinated and designed to maximize safety, comfort and aesthetics.

 CD3-2 Connectivity Between Streets, Sidewalks, Walkways and Plazas . We require landscaping and paving be used to optimize visual connectivity between streets, sidewalks, walkways and plazas for pedestrians.

 CD3-3 Building Entrances . We require all building entrances to be accessible and visible from adjacent streets, sidewalks or public open spaces.

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 CD3-5 Paving. We require sidewalks and road surfaces to be of a type and quality that contributes to the appearance and utility of streets and public spaces.

 CD3-6 Landscaping. We utilize landscaping to enhance the aesthetics, functionality and sustainability of streetscapes, outdoor spaces and buildings.

 Goal CD5: A sustained level of maintenance and improvement of properties, buildings and infrastructure that protects the property values and encourages additional public and private investments.

 CD5-1 Maintenance of Buildings and Property . We require all public and privately-owned buildings and property (including trails and easements) to be properly and consistently maintained.

 CD5-2 Maintenance of Infrastructure . We require the continual maintenance of infrastructure.

HOUSING ELEMENT COMPLIANCE: The Project is consistent with the Housing Element of the Policy Plan (General Plan) component of The Ontario Plan. The Project site contains four properties listed in the Available Land Inventory contained in Table A -3 (Available Land by Planning Area) of the Housing Element Technical Report Appendix. The proposed changes affect two of the four properties listed in the Available Land Inventory (Subareas 8 and 11; Map ID No. 124 and 125). The residential capacit y proposed in this Project is consistent with the number of dwelling units (198) and density (48 DU/AC) specified in the Available Land Inventory.

AIRPORT LAND USE COMPATIBILITY PLAN (ALUCP) COMPLIANCE: The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan. On April 19, 2011, the City Council of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan (“ALUCP”), establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area, as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. The proposed Project is located within the Airport Influence Area of Ontario International Airport and was evaluated and found to be consistent with the policies and criteria of the ALUCP.

ENVIRONMENTAL REVIEW: In 1980, the City Council certified The Ontario Center Specific Plan Environmental Impact Report (State Clearing House No. 80062538), in relation to the adoption of The Ontario Center Specific Plan (File No. 2254 -SP) (“OCSP”), which w as adopted in 1981. Over the years, several amendments to the OCSP have been approved along with appropriate environmental review. On March 19, 1991, a subsequent EIR 40 Planning Commission Staff Report
File No.: PDA22-003-A, B, C, and D
June 28, 2022

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(State Clearing House No. 89041009) (“Certified EIR”) was certified in association with an amendment to the OCSP (File No. 4059 -SPA). In 2016, the City approved a Mitigated Negative Declaration (“MND”) in association with an amendment to the Piemonte Overlay (File No. PSPA16-003).

In association with the proposed Overlay Amendment, staff collaborated with consultant Kimley-Horn to prepare an Addendum to the Certified EIR, as amended, and found that all potential adverse direct, indirect, and cumulative environmental impacts were thoroughly analyzed and discussed in the Certified EIR, as amende d, including, but not limited to potential aesthetic, air quality, greenhouse gas emissions, noise, transportation and tribal cultural resources impacts, and all feasible mitigation has been identified and will be incorporated into the proposed Project. Th is Project does not contemplate any actions that would require the preparation of a subsequent or supplemental environmental document under State CEQA Guidelines Section 15162 or 15163, as it is consistent with the development scenario identified within the Certified EIR. Furthermore, this Project introduces no new significant environmental impacts and no further environmental review is required.

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TECHNICAL APPENDIX:

Surrounding Zoning and Land Use:

Existing Land Use General Plan
Designation Zoning Designation Specific Plan Land Use
Site Vacant/Existing Parking
Lots Mixed Use
Piemonte Overlay of the
Ontario Center Specific
Plan
Mixed-use, Office,
Residential,
Commercial, Special
Use
North
Industrial, Office,
Commercial,
Residential, Vacant
(City of Rancho
Cucamonga)
Industrial Park, Mixed
Use, Open Space
(City of Rancho
Cucamonga)
Industrial Park, Mixed-
use Retail, IASP Sub-
Area 18 Specific Plan
(City of Rancho
Cucamonga)
Mixed Use, Village
Neighborhood
South Office, Commercial,
Vacant Mixed Use The Ontario Center
Specific Plan
Urban Commercial,
Garden Commercial,
Open Space
East Commercial Mixed Use The Ontario Center
Specific Plan Urban Commercial
West Residential, Commercial High Density Residential,
Office Commercial
The Ontario Center
Specific Plan Urban Commercial

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EXHIBIT A—PROPOSED PIEMONTE OVERLAY LAND USE MAP

Project Site
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EXHIBIT B—PIEMONTE PROPOSED SUBAREAS

Project Site
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EXHIBIT C— PROPOSED SITE PLAN

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EXHIBIT C— PROPOSED SITE PLAN CONTINUED

LOT A
LOT B

BUILDING A

BUILDING B
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EXHIBIT C—PROPOSED SITE PLAN CONTINUED

LOT D
LOT C

BUILDING C

BUILDING D
47 RESOLUTION NO. PC22-027

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

ONTARIO, CALIFORNIA, RECOMMENDING THE CITY COUNCIL
APPROVE FILE NO. PDA22 -003-A, A DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF ONTARIO AND OTC OWNER, LLC, TO

ESTABLISH THE TERMS AND CONDITIONS FOR A DEVELOPMENT
PLAN (FILE NO. PDEV22 -014) TO CONSTRUCT 384 RESIDENTIAL UNITS AND UP TO 25,256 SQUARE FEET OF COMMERCIAL /OFFICE/ RETAIL USES, ON APPROXIMETLY 4.83 ACRES OF LAND LOCATED

AT THE SOUTHWEST CORNER OF ONTARIO CENTER PARKWAY AND
CONCOURS STREET WITHIN THE MIXED-USE SUBAREAS 16 OF THE

PIEMONTE OVERLAY AT THE ONTARIO CENTER SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF —APN: NORTHEAST
PORTION OF 0210-205-01.

WHEREAS, OTC Owner, LLC , ("Applicant") has filed an Application for the approval of a Development Agreement , File No. PDA 22-003-A, as described in the title of this Resolution (hereinafter referred to as "Application" or "Project"); and

WHEREAS, the Application applies to approximately 4.83 acres of land, consisting of the northeast Toyota Arena Parking lot, located at the southwest corner of Ontario Center Parkway and Concours Street. The project site within the proposed mixed-use Subarea 16 of the Piemonte Overlay at the Ontario Center Specific Plan, and is presently vacant and improved with the Toyota Area parking lot; and

WHEREAS, in 2006, the City Council approved the creation of the Piemonte Overlay of the Ontario C enter Specific Plan (“Piemonte Overlay”), within the Urban Commercial land use district of the Ontario Center Specific Plan, establishing a master plan for the development of approximately 1.3 million square feet of retail, office, hotel, and entertainment uses, and more than 800 multiple-family dwelling units on the 84-acre overlay site. Several Specific Plan Amendments have been approved for the Piemonte Overlay, modifying development intensities, parking requirements, architectural guidelines, and land u se designations. The most recent Specific Plan Amendment, File No. PSPA21 -001, was approved by the City Council on April 19, 2022, and involved expanding the overlay boundary, adding the Mixed- Use land use designation, and establishing design guidelines for mixed-use projects; and

WHEREAS, the Ontario Center Specific Plan Environmental Impact Report (State Clearinghouse No. 1989041009) was certified on March 19, 1991, (hereinafter referred to as “Certified EIR”), in which development and use of the Project site was discussed in the Amendment to the Ontario Center Specific Plan (File No. 4059-SPA); and

WHEREAS, a Mitigated Negative Declaration was subsequently adopted on May 16, 2017, (hereinafter referred to as “MND”), in which development and use of the Project 48 Planning Commission Resolution
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site was discussed in association with an Amendment to the Ontario Center Specific Plan (File No. PSPA16-003); and

WHEREAS, the Planning Director of the City of Ontario prepared and approved for attachment to the Certified EIR and adopted MND, an Addendum to the Certified EIR and MND (hereinafter collectively referred to as “EIR Addendum”) in accordance with the requirements of the California Environmental Quality Act of 1970, together with State and local guidelines implementing said Act, all as amended to date (collectively referred to as “CEQA”); and

WHEREAS, the EIR Addendum was adopted by the City Council on April 19, 2022, in conjunction with File No. PSPA21- 001, a Specific Plan Amendment to the Piemonte Overlay at the Ontario Center Specific Plan, in which development and use of the Project site was discussed; and

WHEREAS, the environmental impacts of this Project were thoroughly analyzed in the Certified EIR and EIR Addendum, which concluded that implementation of the Project could result in a number of significant effects on the environment and identified mitigation measures that would reduce each of those significant effects to a less -than-significant level; and

WHEREAS, the City's "Local Guidelines for the Implementation of the California Environmental Quality Act (CEQA)" provide for the use of a single environmental assessment in situations where the impacts of subsequent projects are adequately analyzed; and

WHEREAS, Ontario Development Code Table 2.02- 1 (Review Matrix) grants the Planning Commission the responsibility and authority to review and make recommendations to the City Council on the subject Application; and

WHEREAS, the Project has been reviewed for consistency with the Housing Element of the P olicy Plan component of The Ontario Plan, as State Housing Element law (as prescribed in Government Code Sections 65580 through 65589.8) requires that development projects must be consistent with the Housing Element, if upon consideration of all its aspects, it is found to further the purposes, principals, goals, and policies of the Housing Element; and

WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Airport Land Use Compatibility Plan (hereinafter referred to as “ALUCP”), which applies only to jurisdict ions within San 49 Planning Commission Resolution
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Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current and future airport activity; and

WHEREAS, A Development Plan Application (File No. PDEV22-014) to construct four mixed-use buildings totaling 63,655 commercial square feet and 694 dwelling units on 13.3 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corner of Via Piemonte and Via Villagio, within the Mixed- Use land use district of the Piemont e Overlay of the Ontario Center Specific Plan, has been filed in conjunction with the Development Agreement Application; and

WHEREAS, City of Ontario Development Code Division 2.03 (Public Hearings) prescribes the manner in which public notification shall be provided and hearing procedures to be followed, and all such notifications and procedures have been completed; and

WHEREAS, on June 28, 2022, the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded sai d hearing on that date; and

WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND RESOLVED by the Planning Commission of the City of Ontario, as follows:

SECTION 1: Environmental Determination and Findings. As the recommending body for the Project, the Planning Commission has reviewed and considered the information contained in the previous Certified EIR and supporting documentation. Based upon the facts and information contained in the previous Certified EIR and supporting documentation, the Planning Commission finds as follows:

(1) The environmental impacts of the Project were reviewed in conjunction with an Addendum to the Ontario Center Specific Plan Environmental Impact Report (State Clearinghouse No. 1989041009) (“Certified EIR”), certified by the Ontario City Council on March 19, 1991, in conjunction with File No. 4059-SPA, in combination with an Addendum to the Mitigated Negative Declaration, adopted by the Ontario City Council on May 17, 2017, in conjunction with File No. PSPA16 -003. In addition, an EIR Addendum was adopted by the City Council on April 19, 2022, in conjunction with File No. PSPA21- 001, a Specific Plan Amendment to the Piemonte Overlay at the Ontario Center Specific Plan, in which development and use of the Project site was discussed; and

(2) The previous Certified EIR contains a complete and accurate reporting of the environmental impacts associated with the Project; and

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(3) The previous Certified EIR was completed in compliance with CEQA and the Guidelines promulgated thereunder; and

(4) The previous Certified EIR reflects the independent judgment of the Planning Commission; and

(5) The proposed project will introduce no new significant environmental impacts beyond those previously analyzed in the previous Certified EIR, and all mitigation measures previously adopted with the Certified EIR, are incorporated herein by this reference.

SECTION 2: Subsequent or Supplemental Environmental Review Not Required. Based on the information presented to the Planning Commission, and the specific findings set forth in Section 1 , above, the Planning Commission finds that the preparation of a subsequent or supplemental Certified EIR is not required for the Project, as the Project:

(1) Does not constitute substantial changes to the Certified EIR that will require major revisions to the Certified EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and

(2) Does not constitute substantial changes with respect to the circumstances under whic h the Certified EIR was prepared, that will require major revisions to the Certified EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects; and

(3) Does not contain new information of substantial importance that was not known and could not have been known with the exercise of reasonable diligence at the time the Certified EIR was certified/adopted, that shows any of the following:

(a) The Project will have one or more significant effects not discussed in the Certified EIR; or

(b) Significant effects previously examined will be substantially more severe than shown in the Certified EIR; or

(c) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Project, but the City declined to adopt such measures.

SECTION 3: Housing Element Compliance . Pursuant to the requirements of California Government Code Chapter 3, Article 10.6, commencing with Section 65580, as 51 Planning Commission Resolution
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the recommending body for the Project, the Planning Commission finds that based on the facts and information contained in the Application and supporting documentation, at the time of Project implementation, the project is consistent with the Housing Element of the Policy Plan (General Plan) component of The Ontario Plan. The project site is one of the properties listed in the Available Land Inventory contained in Table A -3 (Available Land by Planning Area) of the Housing Element Technical Report Appendix . The proposed changes affect two of the four properties listed in the Available Land Inventory (Subareas 8 and 11; Map ID No. 124 and 125). T he residential capacity proposed in this P roject is consistent with the number of dwelling units (198) and density (48 du/ac) specified in the Available Land Inventory.

SECTION 4: Ontario International Airport Land Use Compatibility Plan (“ALUCP”) Compliance. The California State Aeronautics Act (Public Ut ilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan. On April 19, 2011, the City Council of the City of Ontario approved and adopted the ALUCP, establishing the Airport Influence Area for Ontario International Airport (hereinafter referred to as “ONT”), which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties , and limits future land uses and development within the Airport Influence Area , as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the recommending body for the Project, the Planning Commission has reviewed and considered the facts and information contained in the Application and supporting documentation against the ALUCP compatibility factors, includi ng [ 1] Safety Criteria (ALUCP Table 2-2) and Safety Zones (ALUCP Map 2-2), [2] Noise Criteria (ALUCP Table 2-3) and Noise Impact Zones (ALUCP Map 2-3), [3] Airspace protection Zones (ALUCP Map 2- 4), and [ 4] Overflight Notification Zones (ALUCP Map 2- 5). As a result, the PLANNING COMMISSION , therefore, finds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ALUCP.

SECTION 5: Concluding Facts and Reasons. Based upon the substantial evidence presented to the Planning Commission during the above- referenced hearing, and upon the specific findings set forth in Section 1 through 4 , above, the Planning Commission hereby concludes as follows:

a. The Development Agreement applies to approximately 4.83 acres of land generally located southwest corner of Ontario Center Parkway and Concours Street; and
b. The Development Agreement establishes parameters for the development of a mixed-use project for Lot A, consisting of 384 residential units and up to 25,256 square feet retail uses , within the proposed Mixed- Use Subarea 16 of the 52 Planning Commission Resolution
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Piemonte Overlay of the Ontario Center Specific Plan. The Development Agreement also grants the Applicant, the right to develop, the ability to quantify the fees; and establish the terms and conditions that apply to those projects. These terms and conditions are consistent with The Ontario Plan Policy Plan (General Plan), design guidelines and development standards for the Piemonte Overlay of the Ontario Center Specific Plan; and

c. The Development Agreement has been prepared in conformance with the goals and policies of The Ontario Plan Policy Plan (General Plan); and

d. The Development Agreement does not conflict with the Land Use Policies of The Ontario Plan Policy Plan (General Plan) and will provide for development, within the district, in a manner consistent with the Policy Plan and with related development; and

e. This Development Agreement will promote the goals and objectives of the Land Use Element of the Policy Plan; and

f. This Development Agreement will not be materially injurious or detrimental to the adjacent properties and will have a significant impact on the environment or the surrounding properties. The environmental impacts of this project were reviewed with an Addendum to the Ontario Center Specifi c Plan Environmental Impact Report (State Clearing House No. 89041009) prepared for the related Amendment to the Piemonte Overlay at the Ontario Center Specific Plan (File No. PSPA21-001). This Application introduces no new significant environmental impact s. All previously adopted mitigation measures are a condition of project approval and are incorporated herein by this reference.

SECTION 6: Planning Commission Action. Based upon the findings and conclusions set forth in Sections 1 through 5, above, the P lanning Commission hereby RECOMMENDS THE CITY COUNCIL APPROVE the herein described Application, subject to each and every condition set forth in the Development Agreement (File No.

PDA22-003-A) attached hereto as “Attachment A,” and incorporated herein by this reference.

SECTION 7: Indemnification. The Applicant shall agree to defend, indemnify and hold harmless, the City of Ontario or its agents, officers, and employees from any claim, action or proceeding against the City of Ontario or its agents, officers or employees to attack, set aside, void, or annul this approval. The City of Ontario shall promptly notify the applicant of any such claim, action, or proceeding, and the City of Ontario shall cooperate fully in the defense.

SECTION 8: Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings have been based are located 53 54
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ATTACHMENT A:

File No. PDA22-003-A

DEVELOPMENT AGREEMENT

By and Between

City of Ontario
a California municipal corporation

and

OTC Owner, LLC
Lot A
a Delaware limited liability company

(Development Agreement to follow this page)

56 49114321.13

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF ONTARIO

CITY CLERK / RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Exempt from Fees Per Gov. Code §§ 6103 and 27383
______________________________________________________________________________

DEVELOPMENT AGREEMENT

By and Between

City of Ontario, a California municipal corporation,

and

OTC Owner, LLC
Lot A
a Delaware limited liability company

57 49114321.13

Page 1 ends

DEVELOPMENT AGREEMENT NO. PDA22-003-A
This Development Agreement (hereinafter “Agreement”) is dated as of July _____, 2022, for reference purposes only, and is entered into by and between the City of Ontario, a California municipal corporation (hereinafter “ City”), and OTC Owner, LLC, Lot A, a Delaware limited liability company (together with its successors and assigns, “Owner”):

RECITALS
WHEREAS, City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, Owner has a leasehold interest in the Property pursuant to the Ground Lease; and
WHEREAS, Owner has requested City to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of City; and WHEREAS, by electing to enter into this Agreement, City shall bind future City Councils of City by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of City; and
WHEREAS, the terms and conditions of this Agreement have undergone extensive review by City and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the City and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, on July ____, 2022, the City Council adopted Ordinance No. _____________ approving this Agreement, and such ordinance became effective on _____________, 2022; and
WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement. On April 19, 2022, pursuant to Resolution No. 2022-034, t he City Council reviewed and adopted an Addendum to the Ontario Center Specific Plan Environmental Impact Report (State Clearing House No. 89041009) dated March 2022 under City’s File No. PSPA21 -001 (the “EIR Addendum ”). The proposed Project is consistent with the EIR Addendum and no further environmental review is required; and WHEREAS, on April 19 , 2022, pursuant to Resolution No. 2022- 035, the City Council approved the Piemonte Overlay at the Ontario Center Specific Plan Amendment - File No.

PSPA21-001 (the “Specific Plan Amendment”); and
WHEREAS, this Agreement and the Pr oject are consistent with the City ’s Comprehensive General Plan and any specific plan applicable thereto; and 58 49114321.13

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WHEREAS, all actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for no tice, public hearings, findings, votes, and other procedural matters; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended.

COVENANTS

NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and suffici ency of which is hereby acknowledged, 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:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “Approval Date” means ___________, 2022 the hearing date on which the City Council adopted the ordinance approving this Agreement.

1.1.3 “Certificate” shall have the meaning set forth in Section 6.4.

1.1.4 “Certificate of Performance” shall have the meaning set forth in Section 2.5.3.

1.1.5 “City” means the City of Ontario, California, a California municipal corporation.

1.1.6 “City Council” means the City Council of the City of Ontario.

1.1.7 “City Manager” means City’s City Manager or his or her designee.

1.1.8 “City Parties” shall have the meaning set forth in Section 9.2.

1.1.9 “City Response Delay” shall have the meaning set forth in Section 3.3.

1.1.10 “Completion” means the date on which all of the following has occurred (a) the Building Department of the City (in its capacity as the municipal authority) has issued ( i) a temporary certificate of occupancy (or its equivalent) for the residential dwelling units within the Project and (ii) final sign off or its equivalent of the core and shell for the commercial space within the Project (but not the tenant improvements f or such space) and (b) Owner has satisfied the conditions of the Development Approvals to the extent required in connection with the Project (as opposed to conditions required in connection with the development of the other Lots within the Phased Developm ent) other than ongoing conditions that are not required to be satisfied prior to completion of the Project.
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1.1.11 “Deferred DIF” shall have the meaning set forth in Section 4.2.2.

1.1.12 “Deferred DIF Repayment Date” shall have the meaning set forth in Section

4.2.2. 1.1.13 “Development Approval ” or “ Development Approvals ” means all permits and other entitlements for use subject to approval or issuance by City in connection with development of the Property whether Existing Development Approvals or Subsequent Development Approvals, including, but not limited to, the following:
(a) Amendment to the Piemonte Overlay at Ontario Center Specific Plan -File No.

PSPA21-001;
(b) Development Plan Entitlement – File No. PDEV22-014; (c) EIR Addendum;
(d) Development Agreement - File No. PDA22-003-A; and
(e) Amendment to the Piemonte Overlay Sign Program – File No. PSGP22-002.

1.1.14 “Development Impact Fee ” means a monetary exaction, other than a tax or special as sessment, whether characterized as a fee, exaction, charge, assessment or a tax and whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local ag ency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development projec t. The rates as of the Approval Date for the Development Impact Fees that may apply to the Project are shown on Exhibit “C” attached hereto.

1.1.15 “Effective Date” means the date on which both of the following are true : (a) the ordinance approving this Agreement goes into effect ; and ( b) the Effective Date of the Ground Lease has occurred. Promptly after the Effective Date occurs, the parties shall exec ute a joint memorandum or side letter confirming the final date of the Effective Date and, thereafter, the Effective Date shall be deemed to be the date agreed upon by the parties in such memorandum or side letter.

1.1.16 “Existing Development Approvals ” means all Development Approvals approved or issued on or prior to the Effective Date. Existing Development Approva ls are listed in the definition of “Development Approvals” above and all other Development Approvals which are a matter of public record on the Effective Date.

1.1.17 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Approval Date, as modified by the Development Approvals.

1.1.18 “Final Non- Appealable Date” means the date Existing Development Approvals are final and non-appealable as set forth in the City Development Code and any applicable Laws and (ii) the applicable statute of limitations has expired under the California Environmental 60 49114321.13

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Quality Act (Public Resources Code §21000 et seq.) and implementing Guidelines for CEQA (14 Cal. Code Regs. §15000 et seq.) with respect to the Addendum, in each case without the filing of any third party cha llenge, appeal, or lawsuit or, if filed, such challenge, appeal, or l awsuit has been resolved in a manner satisfactory to Owner . Promptly after the Final Non-Appealable Date occurs, the parties shall execute a joint memorandum or side letter confirming the final date of the Final Non-Appealable Date and, thereafter, the Fin al Non-Appealable Date shall be deemed to be the date agreed upon by the parties in such memorandum or side letter.

1.1.19 “Force Majeure Event(s)” shall have the meaning set forth in Section 11.11.

1.1.20 “General Plan ” means the City’s Comprehensive General Plan adopted on January 27, 2010, by Resolution No. 2010-006, as may be amended as of the Approval Date.

1.1.21 “Ground Lease ” means that certain Ground Lease by and between City and Owner dated on or about the Approval Date pertaining to the Property, as the same m ay be amended, modified, or supplemented from time to time.

1.1.22 “Land Use Regu lations” means all ordinances, resolutions, codes, rules, regulations, and official policies of City governing the development and use of land, including, without limitation, the per mitted 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 and construction standards and specifications applicable to the developm ent of the Property . “Land Use Regulations” does not include any City ordinance, resolution, code, rule, regulati on or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of similar rights and interests that provide for the use of or the entry upon public property; or (e) the exercise of the power of eminent domain.

1.1.23 “Lender Proposed Amendment” shall have the meaning set forth in Section 10.

1.1.24 “Lot” or “Lots ” shall mean Lot A, B, C, or D, as the context ma y require, as shown on Exhibit “B” to this Agreement.

1.1.25 “Mortgagee” means any lender under any mortgage, deed of trust , or other security device s ecuring financing with respect to the Owner’s then-current interest in the Property, and their successors and assigns.

1.1.26 “Non-Deferrable Fees” shall have the meaning set forth in Section 4.2.2. 61 49114321.13

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1.1.27 “Owner” means the person or entity defined as such in the introductory paragraph of this Agreement and their permitted successors in interest to all or any part of the Property.

1.1.28 “Owner Parties” shall have the meaning set forth in Section 9.3.2.

1.1.29 “Phased Development ” means the phased development and construction contemplated by Owner on the Property and each of the other “ Owners” under the Related Development Agreements (as defined below) on Lots B, C, and D. The projects to be developed and constructed in the Phased Development include the Project and projects on Lot s B, C, and D as follows:

Lot B - Development Plan Entitlement – File No. PDEV22-014; Lot C - Development Plan Entitlement – File No. PDEV22-014; and Lot D - Development Plan Entitlement – File No. PDEV22-014.

Lots B, C, and D are each also currently subject to a ground lease between the City and ground lease tenant of the applicable Lot which is being entered into concurrently with the Ground Lease in form and content similar to the Ground Lease. The City is also concurrently entering into a statutory deve lopment agreement with each of the ground lease tenants for Lots B, C, and D in form and content similar to this Agreement (the “ Related Development Agreements”). It is currently contemplated that the Project will be developed and constructed as part of the Phased Development of the Property and Lots B , C, and D currently comprised of the following development as shown on Table 1 below:

Table 1:

Maximum Development Density (Units) and Intensity
(Based on Piemonte Overlay at the Ontario Center Specific Plan) DA File No’s. Approx.

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1.1.30 “Project” means the proposed development and construction on the Property (Lot A) of up to 25,256 square feet of commercial/office/retail uses and 384 multi-family residential dwelling units, all as consistent with File No. PDEV22 -014 (as the same may be m odified by Owner from time to time in accordance with the Existing Development Approvals). The commercial/office/retail uses shall be those permitted or conditionally permitted within Section

3.2 Allowed Uses of The Piemonte at Ontario Center Specific Plan.

1.1.31 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement. The Property is referred to as Lot A on Exhibit B. The Property constitutes one parcel of the Phased Development. Lots B, C, and D comprise the remai ning parcels of the planned Phased Development.

1.1.32 “Protected Lot” shall have the meaning set forth in Section 8.2.3.

1.1.33 “Related Development Agreem ent” shall have the meaning set forth in the definition of “Phased Development” above.

1.1.34 “Reservations of Authority” means the rights and authority e xcepted from the assurances and rights p rovided to Owner under this Agreement and reserved to City under Section 3.6 of this Agreement.

1.1.35 “Security Instrument” shall have the meaning set forth in Section 10.

1.1.36 “Specific Plan” means that certain specific plan a dopted by the City Council, and entitled, “ Piemonte Overlay at the Ontario Center Specific Plan ,” as amended by the Specific Plan Amendment.

1.1.37 “Subsequent Development Approvals ” means all Development Approvals obtained subsequent to the Approval Date in connection with development of the Property.

1.1.38 “Subsequent Land Use Regulations ” means any Land Use Regulations adopted and effective after the Approval Date.

1.2 Exhibits. The following documents are attached to, and by this r eference made a part of, this Agreement:

Exhibit “A” Legal Description of the Property
Exhibit “B” Map sh owing location of Property and the ot her Lots within the Phased Development
Exhibit “C” Development Impact Fees as of the Approval Date

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agr eement. The Property is hereby made subject to this Agreement. Development of the Property is hereby author ized and if and to the extent commenced shall be carried out in accordance with the terms of this Agreement. 63 49114321.13

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2.2 Ownership of Property. Owner represents and covenants that it is the owne r of a leasehold interest in the Property or a portion thereof.

2.3 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of t en (10) years thereafter unless t his term is modified or extended pursuant to the provisions of this Agreement. The term of this Agreement may be extended for an additional five (5) years following expiration of the initial ten (10) year term, provided the following have occurred:
(a) Owner provides at least 180 days written n otice to City prior to expiration of the initial term;
(b) Owner is not then in uncured default of this Agreement (after notice and the expiration of any applicable cure periods); and
(c) if less than three (3) of the Lots in the Phased Development have achieved Completion, s uch extension must be approved by the City Mana ger in his or her reasonable discretion.

For the avoidance of doubt, any time limits that may otherwise apply to the Development Approvals absent this Development Agreement (including wi thout limitation, any of the time limits imposed on approvals pursuant to Section 2.02.025A of the Ontario Development Code or any other the Land Use Regulations) shall not govern th e Development Approvals or this Agreement and the term set forth in this Section 2.3 shall control.

2.4 Assignment.

2.4.1 Right to Assign. Own er shall have the right to sell, transfer , or assign its interest in the Property in whole or in part (provided t hat no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.), to any person, partnership, limited liability company, joint venture, firm , or corporation at any time during the term of this Agreement; provided, however, that any such sale, tran sfer, or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following:
(a) Any such sale, transfer, or assignment is done in compliance with the Ground Lease if such Ground Lease is then in effect;
(b) No sale, transfer , or assignment of any ri ght or interest under this Agreement shall be made unless made together with the sale, transfer , or assignment of all or substantially all of Owner’s leasehold or fee interest (as applicable) in the Property; (c) Prior to any such sale, transfer , or assignment, Owner shall notify City ’s City Manager, in writing, of such sale, transfer, or assignment and shall provide City with: (1) an executed agreement, in a form reasonably acceptable to City, by the purchaser, transferee , or assignee and providing therei n that the purchaser, transferee , or assignee expressly and unconditionally assumes all the duties and obligations of Owner under this Agreement wi th 64 49114321.13

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respect to the portion of the Property so sold, transferred, or assigned; and (2) the payment of the applicable processing charge to cover the City ’s review and consideration of such sale, transfer , or assignment; and
(d) Any sale, transfer , or assignm ent not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement.

Notwithstanding the failure of any purchaser, transferee , or assignee to execute the agreement req uired by Paragraph (c ) of this Sub section 2.4.1, the burdens of this Agree ment shall be binding upon such purchaser, transferee , or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee , or assignee until and unless suc h agreement is executed. The City Manager shall have the authority to review, consider and either approve, conditionally approve, or deny any proposed sale, transfer , or assignment that is not made in compliance with this S ubsection 2.4.1. Notwithstanding any contrary provision of this Agreement, the Owner of the Property shall not have any liability hereunder with respect to any other Lot and a default by the Owner of one Lot shall not impact the rights and obligations of the Owner of any other Lot.

2.4.2 Release of Transferring Owner . Notwithstanding any sale, transfer , or assignment, a transferring Owner shall continue to be obligated under this Agreement unless such transferring owner is given a release in writing by City , which release shall be provi ded by City upon the full satisfaction by such transferring owner of all of the following conditions:
(a) such transferring owner no longer has a legal or equitable interest in the portion of the Property sold, transferred, or assigned;
(b) such transferring owner is not then in default un der this Agreement (after notice and the expiration of any applicable cure periods) , in which case such trans ferring owner shall remain liable for such default but not any future defaults by the assignee after the date of t he transfer; and
(c) such transferring owner has provided City with the notice and executed agreement required under Paragraph (c) of Subsection 2.4.1 above.

2.4.3 Subsequent Assignment . Any subsequent sale, transfer , or assignment after an initial sale, transfer, or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

2.4.4 For the avoidance of doubt, this Section 2.4 does not apply to assignments or transfers of this Agreement to Mortgagees or the ir initial transferees after a foreclosure, deed in lieu, or similar actio n permitted under the mortgage, deed of trust, or other security devi ce securing financing with respect to the Owner’s interest in the Property.

2.5 Amendment or Cancellation of Agreement; Operating Memoranda.

2.5.1 Amendment or Cancellation . This Agre ement may be amended or cancelled in whole or in part only in the manner provided for in Government Code Section 65 49114321.13

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65868. Any amendment of this Agreement, which amendment has been reques ted by Owner , shall be considered by the City only upon the payment of the applicable processing charge. The City hereby agrees to grant pr iority processing status to any request(s) to amend this Agreement made by Owner. This provision shall not limit any remedy of City or Owner as provided by this Agreement. Either party or successor in interest, may propose an amendment to or cancellation, in whole or in part, of this Agreement. Any amendment or cancellation shall be by mutual consent of the partie s or their successors in interest except as provided otherwise in this Agreement or in Government Code Section 65865.1. For purposes of this s ection, the term “successor in interest” shall mean any person having a legal or equitable interest in the whole of the Property, or any portion thereof as to which such person wishes to amend or cancel this Agreement. The procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure f or adopting and entering into thi s Agreement in the first instance. Notw ithstanding the foregoing sentence, if the City initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, City shall first give notice to the Owne r of its intention to initiate suc h proceedings at least sixty (60) days i n advance of the giving the public notice of intention to consider the amendment or cancellation.

2.5.2 Operating Memoranda.

The provisions of this Agreement require a close degre e of cooperation between the City and Owner and development of the Project hereunder may demonstrate that refinements and clarifications are ap propriate with respect to the details of performance of the City and Owner. If and when, from time to time, duri ng the term of this Agreement, the City and Owner agree that such clarifications are necessary or appropriate, the City and Owner shall effectu ate such clarifications through operating memoranda approved by the City and Owner, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be furthe r clarified from time to time as necessary with future approval by th e City and Owner. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Manage r shall be authorized to make the determ ination on behalf of the City whether a requested clarification may be effectuated pursuant to this Section 2.5.2 or whether the requested clarification is of such a character to con stitute an amendment hereof. The City Manager shall be authorized to execute any operating memoranda hereunder on behalf of the City without further Planning Commission or City Council action.

2.5.3 Certificate of Performance.

Upon Completion of the Proj ect or upon the earlier revocation or termination of this Agreement , the City shall provide Owner, upon Owner’s request, with a statement (“Certificate of Performance ”) evidencing such completion, revocation, or termination of this Agreement, and the rel ease of Owner from further obligat ions hereunder with respect to the Property except with respect to the obligations which expressly survive such termination pursuant to Sections 3.9 (Rent Control), 4.2.2 (Development Impact Fees), 9 (Third Party Litigation) and 11.22 (Attorneys’ Fees) . T he Certificate of Performance shall be s igned by the appropriate agents of Owner and the City and shall be re corded with the County Recorder. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 8182.
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2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreem ent as set forth in Section 2.3; or
(b) Completion of the Project to be developed and constructed on the Property in accordance with the terms of this Agreement.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upo n the termination of this Agreeme nt, no party shall have any further right or obligation hereunder except with respect to any obligation to ha ve been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any right and/or obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid purs uant to Section 4.2 of this Agreement by Owner to City for residential units on which construction has not yet begun shall be refunded to Owner by City to the extent payment has been received.

2.7 Notices.
(a) As used in this Agreement, “ notice” includes, b ut is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment, or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered giv en either: (i) when delivered i n person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of del ivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either register ed or certified mail with return receipt requested, and postage and posta l charges prepaid, and addressed to the recipient named below.

All notices shall be addressed as follows:
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If to City:

Scott Ochoa, City Manager
City of Ontario
303 East “B” Street
Ontario, CA 91764
If to Owner:

OTC Lot A Owner, LLC
c/o Adept Urban
388 Cordova Street, #280
Pasadena, CA 91101
Attention: Patrick Chraghchian; Robert
Montano
Email:[email protected];
[email protected]

with a copy to:

Ruben Duran, City Attorney
Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761

with a copy to:

Munger, Tolles & Olson LLP
350 S. Grand Avenue, 50th Floor
Los Angeles, CA 90071
Attention: Misty M. Sanford, Esq.

Email: [email protected]

(c) Either party may, by notice give n at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Development of the Project; Rights to Develop.

3.1.1 Development of the Project . In consideration of the premises, purpose s, and intentions set forth in this Agreement , and in consideration of the assurances for development of the Project pursuant to this Agreement , Owner agrees to develop the Project in accordance with: (i) the terms and conditions of this Agreement; (ii) the terms and conditions established in the Development Approvals; and (iii ) the Existing Land Use Regulations . Owner further agrees that the use, d ensity and intensity, maximum height and size of structures and provisions for the Property reservation and dedication of land for public purposes related to the Property shall be li mited to those uses permitted by t he Existing Land Use Regulations . The Project shall be developed in accordance with the Development Approvals . The Project shall be constructed in compliance with all applicable building codes and standards, as such may be modified from time to time.

3.1.2 Rights to Develop. Subject to the term s of this Agreement including the Reservations of Authority, Owner shall have a vested right to develop the Project in accordance with the Existing Land Use Regulations , subject to t he terms and con ditions of this Agreement and the conditions established i n the Development Approvals . The Project shall remain subject to all Development Approvals required to complete the Project. Except as otherwise provided in this Agreement, the per mitted uses of the Property, the density and intensity of use, the 68 49114321.13

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maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations.

3.2 Effect of Agreement on Land Use Reg ulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations, and official policies governing permitted uses of the Property, the density and int ensity of use of the Property, the maximum height and size of proposed bui ldings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval, City shall exercise discretion in accordance with the same manner as it exercises its discretion under its police powers, including the Reservations of Authority set forth herein; provided however, that such discr etion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 Timing of Development. The parties acknowledge that Owner cannot at this time predict when or the rate at whi ch the Phased Development will be developed. Such decisions depend upon numerous factors which are not within the control of Owner, such as ma rket orientation and demand, interest rates, absorption, completion, and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1. 3d 465, that the failure of the parties therein to provi de for the timing of development resulted in a later adopted initiative restricting the timing of development to pre vail over such parties’ agreement, it is the parties’ intent to cure th at deficiency by acknowledging and providing that Owner shall have the right to develop (without the obligation) the Property in such order and at such rate and at such times as Owne r deems appropriate within the exercise of its sole and subjective busines s judgment during the term of this Agreement. Notwithstanding the foregoing, s ubject to (a) Force Majeure Events , (b) up to three one -year extensions of time (provided, however, tha t (i) only the first one -year extension may be requested by Owner unilaterally and thereafter such extensions must be approved by the City Mana ger and (ii) such extensions shall not apply to the first milestone (i.e., submission of the building application) for the first of the Lot s of the Phased Development to be developed) and (c) any extensions of entitlements or permits granted by any governm ental authority on a statewide, citywide or countywide basis , Owner shall achieve the following milestones in accord ance with the following schedule:

Event Date

1. Submission by Owner of building permit
application to the City for the Project

On or before one hundred eighty
(180) days following the Final Non-
Appealable Date.

2. Commencement of Construction of the
Project

On or before two (2) years following
the Final Non-Appealable Date.

In order to achieve this milestone,
City agrees to complete its rev iew of
(a) Owner’s initial plan check
submission within twenty -one (21)
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days after receipt of such initial
submission by City (provided,
however, p rior to such submission
Owner and the Ci ty shall meet to
review the proposed application), and
(b) any additi onal submissions
required to obtain the required
permits for the project within
fourteen (14) days following rece ipt
of such additional submissi ons by
City. There shall be a day -for-day
extension of this Commencement of
Construction milestone if the City
fails to timely respond to such
submissions within the time periods
set forth above (each, a “ City
Response Delay”).

3.4 Requirement for Publi c Infrastructure Improvements . Owner sh all comply with any conditions of the Development Approvals with respect to providing public infrastructure improvements or facilities, if any , to the extent required in connection w ith the Project (as opposed to the other Lots within the Phased Development).

3.5 Changes and Amendments. The parties acknowledge that refin ement and further development of the Project will require Subsequent Development Approvals and may demonstrate th at changes are appropriate and mut ually desirable in the Existing Developm ent Approvals. In the event Owner finds that a change in the Existing Development Approvals is necessary or appropriate, Owner shall apply for a Subsequent Development Approval to effectuate such change and City shall process and act on such application i n accordance with the Existing Land Use Regulations, except as otherw ise provided by this Agreement including the Reservations of Authority. Unless otherwise required by law, as determined in City’s reasonable discretion, a change to the Existing Developm ent Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not:
(a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole ; (other than in de minimis amounts); or,
(c) Increase the maximum height and size of permitted buildings (other than in de minimis amounts); or,
(d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or,
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(e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code.

3.6 Reservations of Authority.

3.6.1 Limitations, Reservations and Exceptions . Notwithstanding any ot her provision of this Agreement, the City shall not be prevented from applying new rules, regulations, and policies upon the Owner , nor shall a development agreement prevent the City from denying or conditionally approving any subsequent development projec t application on the basis of such new rules, regulations , and policies where the new rules, regulations and policies consist of the following:

(a) Processing fees by City to cover its actual costs of processing a pplications for, or monitoring complianc e with , any development approvals granted for the performance of any conditions imposed on the Project, unless otherwise waived by the City in writing;

(b) Procedural regulations relating to hearing bodies, petiti ons, applications, notices, findings, records, and any other matter of procedure;

(c) Regulations, policie s, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the City and any local amendments to those codes adopted by the City; provided however that, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, the standar ds and specifications that are expressly identified in the Specific Plan;

(d) Regulations that may conflict with this Agreement or Existing Land Use Regulations but that are reasonably necessary to protect the residents of the project and/or of the imme diate community from a condition perilous to their health or safety ; and are generally applicable on a citywide basis (except in the event of n atural disasters as found by the City Council such as floods, earthquakes, pandemics and similar acts of God);

(e) Reserved;

(f) Regulations to which the Owner consents in writing.

3.6.2 Subsequent Development Approvals . This Agreement shall not pr event City, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations that do not conflict with the Development Approvals and the Existing Land Use Regulations, nor shall this Agreement prevent City from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not i n conflict with the Development Approval s and the Existing Land Use Regulations.
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3.6.3 Modification or Suspension by State or Federal Law . In the event that State or Federal laws or regulations, enacted after the Approval Date, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, tha t this Agreement shall remain in full force and effect to the extent it i s not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce or comply with as determine d by Owner . In the event Owner alleges that such State or Federal laws or regulations preclude or prevent compliance with one or more provisions of this Agreement, and the City does not agree, the Owner may, at its sole cost and expense, seek declaratory r elief (or other similar non-monetary remedies); provided however, that nothing contained in this Section

3.6.3 shall impose on City any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.6.4 Intent. The par ties acknowledge and agree that City is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations, and exceptions are intended to reserve to City all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority which cannot be restricted by contract.

3.7 Public Works; Utilities . If Owner is required by any Development Approval to construct any public works facilities wh ich will be dedicated to City or any other public agency upon completion, and if required by applicable laws to do so, Owner shall perform such work to the construction standards that would be applicable to City or such other public agency should it have undertaken such construction.

As a condit ion of development approval, Owner shall connect the Project to all u tilities necessary to provide adequate water, recycled water, sewer, gas, electric, and other utility service to the Project. As a further conditi on of development approval, Owner shall contract with the City for City-owned or operated utilities for this purpose, for such price and on such terms as may be available to similarly situated customers in the City.

3.8 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of City possess author ity to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies. City agrees to cooperate fully, at no material out-of-pocket cost to City, with Owner in obtaining any required permits or compliance with the regulations of other public agencies provided such cooperation is not in conflict wi th any laws, regulations, or policies of the City.

3.9 Rent Control. Notwithstanding anything to the contra ry in this Agreement, City agrees that, to the extent permitted by applicable law, City shall not apply any rent c ontrol or other renter protections or other moratoria or interim control ordinance against the Property or the Project. The foregoing covenant shall survive the expiration of this Agreement indefinitely and shall be in effect unless this Agreement is ter minated for any reason other than a termination due to the Completion of the Project.
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4. PUBLIC BENEFITS.

4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs that will not be fully met by the Development Approvals and the Existing Land Use Regulations and further acknowledge and agree that this Agreement confers substantial private benefits on Owner that should be balanced by commensurate public benefits. Accordingly, the parties intend t o provide consideration to the public to balance the private benefits conf erred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project.

4.2 Development Impact Fees.

4.2.1 Amount of Development Impact Fee . Devel opment Impact Fees (DIF) shall be paid by Owner . The amounts for Development Impact Fees established or imposed by the City to be paid by Owner shall be the amounts that are in effect as of the Approval Date , which are shown on Exhibit “C” attached heret o, and Development Impact Fees est ablished or imposed by other public agencies to be paid by Owner shall be the amounts that are in effect at the time such fees are due and payable during the development process . N othing contained in this Agreement shall a ffect the ability of other public agencies that are not controlled by City to impose and amend, from time to time, Development Impact Fees established or imposed by such other public agencies, even though such Development Impact Fees may be collected by C ity.

Notwithstanding the foregoing, the amounts imposed by the City to be paid by Owner for the following Development Impact Fees may be those in effect at the time such fees are due and payable (subject to the right to deferment set forth in Section 4.2.2 below), so long as such amounts do not increase by more than five percen t (5%) over the amount of such rates in effect as of the Approval Dat e: processing fees and charges imposed by City to cover the estimated actual costs to City of processing applicat ions for Development Approvals or for monitoring compliance with any Devel opment Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the C ortese-Knox-Hertzberg Local Government Reorganization Act of 2000, Division 3 (commencing with Section 56000) of T itle 5 of the Government Code; the processing of maps under the provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or planning services under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and char ges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health a nd Safety Code, Section 41901 of t he Public Resources Code, and Section 21671.5 of the Public Utilities Code, as suc h codes may be amended or superseded, including by amendment or replacement.

4.2.2 Time of Payment.
(a) Owner shall have the right to elec t (but is not obligated) to amortize the payment of up to fifty percent (50%) of the total amount of Development Impact Fees due and payable fo r the Project (the amount so elected, the “Deferred DIFs”) over a period of thirty (30) years commencing from the Deferred DIF Repayment Date at an annual 3 percent 73 49114321.13

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(3%) simple interest rate. As used herein, “ Deferred DIF Repayment Date” means the date of issuance of a temporary or other certificate of occupancy for the residential component of the Project. The parties understand and agree that the D evelopment Impact Fees established or imposed by other public agencies that are not controlled by City even if such Development Impact Fees may be collected by City (including without limitation , if applicable, the IEUA Sewer Connection Fee, Ontario -Montclair School District (K -12) Fees , Cucamonga School District and Chaffey Joint Union High School Fees ) (collectively, the “ Non-Deferrable Fees”) must be paid when and as required in their standard course and schedule and may not be deferred hereunder; provided, however, the amount of such Non- Deferrable Fees may be included in the calculation of the total amount of Development Impact Fees due and payable for the Project for purposes of calculating the fifty percent (50%) amount that Owner may elect to include as Deferred DIFs.
(b) Owner agrees t hat, commencing upon the Deferred DIF Repayment Date, Owner shall pay t o the City, on the 1 st day of the next following month and each and every successive month for three hundred sixt y (360) consecutive months, an amount equal to the amortized principal and interest of the actual amount of the Deferred DIFs amortized over thirty (30) years at a n annual 3 percent (3%) simple interest rate. By way of example only, if the Deferred DIFs e qual $4,5000,000, the monthly paym ent to be made to the City would be $18,972. The entire unpaid principal balance of the amortized Deferred DIFs and any accrued but unpaid interest sha ll be immediately due and payable to the City upon any of the following events: (1) the termination of this Agreement other than a termination d ue to the C ompletion of the Project ; (2) any uncured default by Owne r with regard to repayment of the amortized Deferred DIFs to the City (if such amounts have not been paid to the C ity within five (5) business days of Owner’s receipt of written notice from the City ); or (3) any sale, transfer or assignment of all or subst antially all of the Owner’s leasehold or fee interest (as applicable) in the Property that is not approved by the City in advance (which such approval shall not be unreasonably withheld, conditioned or delayed) . Any monthly payment or portion thereof not paid to the City as and when due under the terms of this Agreement shall accrue interest from the date on which such payment was due at the rate of ten percent (10%), and if not paid with in the five (5) business day cure period described above, City may file a lien against the Property for such delinquent amounts including any accrued and unpaid interest . All paymen ts under this Subsection will be a pplied first to penalties and late fees, then to interest, then to reduce the principal amount owed. The Deferred DIFs and any accrued but unpaid interest may be pre -paid to the City at any time without any pre-payment penalty. (c) The Deferred DIF payment obligation shall be a covenant running with the land and shall survive the expiration or early termination of this Agreement indefinitely until the Deferred DIFs are paid in full in accordance with this Agreement. (d) Any Development Impact Fees that are not a Deferred DIF shall be paid when and as required in their standard course and schedule.

4.3 Reserved.

4.4 Reserved.

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4.5 Schools Obligations . Owner shall satisfy its school obligations with the applicable sch ool district by paying school impa ct fees. Written evidence of approval by the applicable school district that Owner has met its school obligations may be required by the City as the condition to the issuance by the City of any building permits for the Project.

4.6 Reserved.

4.7 Reserved.

4.8 Reserved.

4.9 Maintenance of Open Space. Owner shall provide for ongoing maintenance of all park, common areas , and open space areas within the Project as may be set forth in the Development Approvals.

4.10 Intentionally Omitted.

4.11 Compliance with Public Benefits Requirements . In the event Owner fails or refuses to comply with any condition referenced in Section 4.1 through 4.9, or challenges (whether administratively or through legal proceedings) the i mposition of such conditions, Owner shall be deemed in default of this Ag reement pursuant to Section 8.4 hereof, thereby entitling the City to any and all remedies permitted under this Agreement , including, without limitation, the right of the City to withhold Owner’s Project-related building permits, certificates of occupancy, or discretionary approvals, without liability.

5. [RESERVED]

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

6.1.1 Time for and Initiation of Periodic Review . The Ci ty shall review this Agreement every twelve (12) months from the Effective Date in order to ascertain the good faith compliance by the Owner with the terms of this Agreement in accordance with Section 65865.1 of the California Government Code . Upon comple tion of the City’s review, City shall either issue a notice of continuing compliance or a notice of non- compliance and a notice of City ’s intent to conduct a Special Review pursuant to Sections 6.1.2 through 6.1.6. Issuance of a notice of continuing compl iance may be issued by the City M anager or his/her designee. Owner shall be responsible for paying any processing charge in connection with ea ch such annual review, if any, provided that such charge shall be generally consistent with the cost charged for annual reviews for other development agreements to which the City is a party.

6.1.2 Initiation of Special Review. A special review may be call ed either by agreement between the parties or by initiation in one or more of the following ways:

(1) Recommendation of the Planning staff;

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(2) Affirmative vote of at least four ( 4) members of the Planning Commission; or

(3) Affirmative vote of at least three (3) members of the City Council.

6.1.3 Notice of Special Review . The City Manager shall begin t he special review proceeding by gi ving notice that the City intends to undertake a special review of this Agreement to the Owner. Such notice shall be given at least ten (10) days in advance of the time at which the matter will be considered by the Planning Commission. The cost of any such special review shall be borne by the C ity, unless such a special review demonstrates that Owner is not acting in good- faith compliance with the provisions of this Agreement, in which case Owner shall reimburse the City for all costs incurred by the City in connection with such special review.

6.1.4 Public Hearing . The Planning Commission shall conduct a heari ng at which the Owner must demonstrate good faith compliance with the terms of this Agreement.

The burden of proof on this issue is upon the Owner.

6.1.5 Findings Upon Public Hearing. The Planning Commission shall determine upon the basis of substantia l evidence whether or not the Owner has, for the period under review, complied in good faith with the terms and conditions of this Agreement.

6.1.6 Procedure Upon Findings.

(a) If the Planning Commission finds and determines on the basis of substantial evidence that the Owner has complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period is concluded.

(b) If the Planning Commission finds and determines on the basis of substantial evidence that the Owner has not complied in good faith with the terms and conditions of this Agreement duri ng the period under review, the Pl anning Commission shall specify in writing the respects in which Owner has failed to so comply. The City shall provide Owner with written notice of such noncompliance, together with a written specification of the reasons therefor. Such written notice sha ll also specify a reasonable time for Ow ner to cure such non- compliance, which time shall be not less than thirty (30) days after Owner’s receipt of such notice.

(c) The Owner may appeal a determination pursuant to pa ragraph (b) in accordance with the City’s rule for consideration of appeals in zoning matters generally.

6.2 Proceedings Upon Termination. If, upon a finding under Section 6.1.6(b), the City determines to proceed with termination of this Agreement, the C ity shall give notice to the property Owner of its intention so to do. The notice shall contain:

(a) The time and place of the hearing;

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(b) A statement as to whether or not the City proposes to terminate this Agreement; and

6.3 Hearing on Termination. At the time and place se t for the hearing on termination, the Owner shall be given an opportunity to be heard. The Owner shall be requir ed to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on the Own er. If the City Council finds, based upon substantial evidence in the administrative record, that the Owner has not complied in good faith with the terms and conditions of the agreement, the City Council may terminate or modify this Agreement and impose those conditions to the action it takes as it considers necessary to protect the interests of the City . The decis ion of the City Council shall be f inal, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

6.4 Certificate of Agreement Compliance . If, at the conclusion of a Periodic or Special Review, Owner is found to be in compl iance with this Agreement, City shall, upon written request by Owner, issue a Certificate of Agreement Compliance (“Certificate”) to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to t he Planning Director and City Council that (1) this Agreement remains in e ffect and (2) Owner is not in default. The Certificate shall be in re cordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic o r Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate with the County Recorder. Whether or not the Cert ificate is relied upon by assignees or other transferees or Owner , City shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Planning Director or City Council.

7. [RESERVED]

8. DEFAULT AND REMEDIES.

8.1 Remedies in General; Waiver of Monetary Damages . It is acknowledged by the parties that, subject to and without limiting the Development Impact Fees in Section 4.2, indemnities in Sections 9.2, 9.3 and 9.4 below and the award of attorneys’ fees under Section

11.22 below , neither party would have entered into this Agreement if it were to be liable in monetary damages under this Agreement , or with respect to this Agreement or the application thereof. The part ies agree and recognize that, as a practical matter, it may not be possible to determine an amount of monetary damages that would adequately compensate Owner for its investment of time and financial resources in planning to arrive at the kind, location, int ensity of use, and improvements f or the Project, nor to calculate the con sideration the City would require to enter into this Agreement to jus tify the exposure. Therefore, the parties agree that each of the parties may pursue any remedy at law or equity a vailable for any breach of any provision of this Agreement, except that neither party shall be liable in monetary damages to the other party, or to 77 49114321.13

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any successor in interest of such other party, or to any other person, and each party covenants not to sue for monetary damages or claim any monetary damages:

8.1.1 For any breach of this Agreement or for any cause of action which arises out of this Agreement (other than in connection with Development Impact Fees in Section 4.2, indemnities in Sections 9.2, 9.3 and 9.4 below and the award of a ttorneys’ fees under Section

11.22 below); or

8.1.2 For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or

8.1.3 Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

8.1.4 The parties understand and agree, however, that nothing in this Section 8.1 shall prohibit, restrict or otherwise affect the rig hts of a party to seek monetary da mages as a result of any default by the other party under any other agreement entered into by the parties with respect to the Property and the Project, including without limitation the Ground Lease , if and to the extent such other agreements allow for mone tary damages. No part of this Agreement shall be deemed to abrogate or limit any immunities or defenses eith er party may otherwise have with respect to claims for monetary damages.

8.2 Default by Owner. In the event that Owner does not perform its obligations under the Agreement in a timely ma nner, subject to the limitations in Section 8.1, the City shall have all rights and remedies provided herein which shall include ( a) the right to compel specific performance of the o bligations of Owner under this Agr eement or ( b) termination of this Agreement, provided that the City has first complied with the procedures se t forth in this Section

8.2 and in Section 8.5 below. If City elects to proceed under clause ( b) with termination of this Agreement, the following shall apply:

8.2.1 If after the applicable cure period has elapsed, the City Manager finds and determines that Owner remains in default, the City Manager shall make a report to the Planning Commission and then set a public hearing before the Planning Commi ssion in accordance with the notice and hearing requirements of Government Code Sections 65867 and 65868. If , after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence, that O wner has not cured the applicable default pursuant to this Section, and t hat the City should terminate this Agreement, Owner shall be entitled to appeal that finding and determination to the City Council in accordance with the procedure in Section 6.1.6(c ) above. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity, and

8.2.2 City may terminate this Agreement after such final determination of the City Council or, where no appeal is taken, after the expiration of the appe al period in accordance with the procedu re described in Section 6.1.6(c) above , relating to the defaulting party's rights and obligations.
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8.2.3 City’s Limited Cross Termination Right. If City terminates this Agreement in accordance with the procedures set forth herein as a result of a fail ure of Owner to achieve any of the milestones required pursuant to Se ction 3.3 above, City shall have the right to simultaneously terminate the Related Development Agreement(s) affecting the Lot(s) within the Phased Development for which none of the milest ones under Section 3.3 of the applicable Related Development Agreemen t(s) have been achieved and for which a standard construction loan from an unrelated third party (“ Loan”) has not been executed for the development of such Lot(s). For example, if the ow ner of any Lot in the Phased Development (including the Property) has executed a Loan for the development of such Lot or any of the milestones under Section 3.3 of the applicable Rel ated Development Agreement have be en achieved with respect to such Lot (a “Protected Lot ”), then the termination of this Agreement or the Relat ed Development Agreement for any other Lot shall not affect the Related Development Agreement of such Protected Lot and City shall not have any right hereunder to terminate such Related Development Agreement under this Section 8.2.3.

8.3 Default by City. In the event the City defaults under the provisions of this Agreement, subject to the limitations set forth in Se ction 8.1 above, Owner shall have all rights and remedies provided herein or by applicable law, which shall include compelling the specific performance of the City's obligations under this Agreement, provided that Owner has first complied with the procedures in Section 8.5 below.

8.4 Release. Subject to and without li miting th e indemnity in Section 9.3 below, except for nondamage remedies, incl uding the remedy of specific performance , each party, for itself, its successors and assignees, hereby releases t he other party, 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, any claim or liability, based or asserted, pursuant to Article I, S ection 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any othe r law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the City because it ente red into this Agreement or because of the terms of this Agreement.

8.5 Notice and Cure. F ailure or delay by either party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of written notice from the other party, identifying with specificity those obligations of the defaulting party which have not been performed , constitutes a default unde r this Agreement; provided, however, if such failure or delay cannot reasonably be cured within such thirty (30) day period, no default shall be de emed to have occurred hereunder if the party committing such failure or delay commences cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion; provided, however t he party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with due diligence but (a) with respect to the City only in no event later than sixty (60) days after receipt of written notice from the Owner and (b) with respect to Owner only in no event later than one hundred eighty (180) days after receipt of written notice from City . The injured party shall give written notice of default to the party in default specifying the default complained of by the inj ured party. Failure or delay in giving s uch notice shall not constitute a waiver of any default.
79 49114321.13

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8.6 Ground Lease and Other Agreements Not Affected. This Section 8 shall not be deemed to implicate , modify, or affect in any way any provisions in the Ground Lease or any other agreement entered into by the parties with respect to the Property and the Project.

9. THIRD PARTY LITIGATION.

9.1 General Plan Litigation . City has determined that this Agreement is consistent with its General Plan, as such General Plan exists as of the Approval Date , and that the General Plan meets all requirements of law. City shall have no liability in damages under this Agreement for any failure of City to perform under this Agreement or the inabilit y of Owner to develop the Project as the result of a judicial determinatio n that on the Approval Date , or at any time thereafter, the General P lan, or portions thereof, are invalid or inadequate or not in compliance with law.

9.2 Third Party Litigation Concerning Agreement. Subject to and without limiting the indemnity in Sectio n 9.3.2 below, Owner shall defend (with counsel chosen by Owner and approved by City, which such approval shall not be unreasonably withheld, conditioned or delayed), at its expense, including attorneys’ fees, indemnify, and hold harmless City and its officers and employees (collectively, the “ City Parties ”) from any claim, action or proceeding against the City Parties to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit gr anted pursuant to this Agreement. City shall promptly notify Owner of any such claim, action or proceeding, a nd City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action or proce eding, or if any of the City Parties fail to cooperate in the defense as finally determined by a court or arbitrator of competent jurisdiction, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless the City Parties.

Nothing in this Section 9 or any other indemnification provision included as a condit ion to any of the Development Approvals shall be construed to mean that Owner or City shall indemnify, hold any of the City Parties or Owner Parties, as applicable, harmless and/or d efend any of the City Parties or O wner Parties, as applicable, from any cl aims arising from (a) as to Sections 9.3.1 and 9.4 only, any of the City Parties’ or Owner Parties’, as applicable, violation of law, or (b) as to all such indemnities other than the indemnity set forth in Section 9.3.2, (i) any of the City Parties’ or Own er Parties’, as applicable, breach of contractual obligations to thir d parties or (ii) the gross negligence or willful misconduct of any of the City Parties or Owner Parties, as applicable.

9.3 Indemnity.

9.3.1 Owner. In addition to the provisions of 9.2 above, subject to and without limiting the indemnity in Section 9.3.2 below, Owner shall defend (with counsel chosen by Owner and approved by City, which such approval shall not be unre asonably withheld, conditioned or delayed), indemnify, and hold harmless the City Parties from and against any and all liabilities, losses, damages, judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limi ted to, reasonable attorneys’ fees , disbursements and court costs and all other professional or consultant’s expenses) , based or asserted upon any act or omission of Owner or its officers or employees for property damage, bodily injury, or death 80 49114321.13

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(Owner’s employees included) arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construct ion, completion, and operation the Project. The City shall promptly notify Owner of any such claim, action or proceeding, and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action or proceeding, or if any of the City Parties fail to cooperate in the defense as finally determined by a court or arbitrator of competent jur isdiction, Owner shall not therea fter be responsible to defend, indemnify, or hold harmless the City Parties.

9.3.2 City. City agrees to indem nify, defend (with counsel chosen by City and approved by Owner, which such approval shall not be unreasonably wi thheld, conditioned or delayed), and hold harmless Owner, American General Design, Inc. (dba Adept Development), a California corporation and P ovac Investments, Inc., a California corporation and each of their respective officers and employees (collectively, the “Owner Parties ”) from and a gainst any and all liabilities, losses, damages, judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys’ fees, disbursements and court costs and all other professional or consult ant’s expenses) arising from any governmental agency stopping or delaying construction or occupancy of the Pr oject after the “Commencement of Construction” (as defined below) as a result of City’s failure to pay any amount s imposed by the State of Californ ia (if any) pursuant to California Gover nment Code Sections 54220 through 54234 in connection with the City’s disposition of the Property to Owner. Owner shall promptly notify City of any such stoppage or delay, and Owner shall cooperate in the defense. If Owner fails to promptly notify Owner of any such stopped or delay, or if any of the Owner Parties fail to cooperate in the defense as finally determined by a court or arbitrator of competent jurisdiction , City shall not thereafter be responsible to defend, indemnify, or hold harmless the Owner Parties.

For purposes of this Section 9.3.2, the term “ Commencement of Construction” shall mean that both of the following have occurred: (a) construction of a building has commenced pursuant to and in accordance wit h a building permit issued by the City, City -approved final construction drawings, the Existing Land Use Regulations , the Development Approvals, and all applicable laws; and (b) Owner has expended at least $5,000 in labor a nd materials for such constructio n.

For purposes of this definition only, “construction” shall mean construction of improvements permanently f ixed to the site (e.g., a foundation or similar), including, without limitation, utilities, public or private str eets, public or private site improvements, landscaping or ancillary structures such as block walls, trash enclosures, and any grading, excavati on, demolition, grubbing, or other site preparation.

9.4 Environment Assurances. Owner shall defend (with counsel chosen by Owner), at its expense, including attorneys’ fees, indemnify, a nd hold harmless the City Parties from any liability, based or assert ed, upon any act or omission of Owner , its officers, agents, employees, subcontractors, and/or independent contra ctors for any violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to environmental condit ions on, under, or about the Property that were not present prior to the date that Owner took possession of the P roperty, including, but not limite d to, soil and groundwater conditions, a nd Owner shall defend, at its expense, including reasonable attorneys’ fees, the City Parties in any action based or asserted upon any such alleged act or omission. City may in its d iscretion participate in the defense of any such action.

9.5 Reserved.
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9.6 Survival. The provisions of this Sections 9.1 through 9.6, inclusive, shall survive the termination of this Agreement for a period of two (2) years after such termination, except to the extent such indemnification relates to any third party claims, in wh ich event such indemnification shall survive until the expiration of any applicable statute of limitations.

10. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shal l not prevent or limit Owner, in any manner, at Owner’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust , or other security device securing financing with respect to the Proper ty (“Security Instrument ”). City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modif ications and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to ne gotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requeste d interpretation or modification provided such interpretation or modification is consistent with the intent and purp oses of this Agreement.

The City further agrees to cooperate in including in this Agreement by suitable amendment from time to time any prov ision that may reasonably be requested by any proposed Mortgagee for the purpose of allowing such Mortgagee reasonable means to protect or preserve a lien and security interest of its S ecurity Instrument, as well as such other documents containing terms and provisions customarily required by Mortgagees (taking into account the customary requirements of their particip ants, syndication partners or rati ng agencies) in connection with any such financing (a “Lender Proposed Amendment”). The City agrees to execu te and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effectuate a Lender Proposed Amendment; provided, however, that any such Lender Proposed Amendment shall not in any way materially adversely affect any rights of the City under this Agreement. If there is any conflict between this Article 10 and any other provisions c ontained in this Agreement, this Article 10 shall control. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, dimi nish or impair the lien of any Security Instrument on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any Security Instrument , or any part thereof, which Mortgagee, has submitted a request in writing t o the City in the manner specified herein for giving notices, shall be ent itled to receive written notification from City of any default by Own er in the performance of Owner’s obligations under this Agreement. (c) If City timely receives a request from a M ortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Owner . The Mortgagee shall have the ri ght, but not the obligation, to cure the default for a period of sixty (60) days after Mortgagee receives written notice of non- compliance, or any longer period as is reasonably necessary, not to exceed one hundred eighty (180) days, to remedy such default , provided that Mortgagee shall continuously and diligently pursue the rem edy at all times until the default is cured.
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(d) Any Mortgagee who t akes title of the Property, or any part thereof, pursuant to foreclosure trustee's sale, deed in lieu of foreclos ure, lease or sublease termination or otherwise, shall take the Property, or part thereof, subject to the terms of this Agreement , provided that any such Mortgagee, including its affiliate, that takes title to the Property shall be entitled to all of the benefits arising under this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Owner’s obligations or other affirmative covenants of Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Owner is a condition precedent to the performance of a covenant by City , the performance thereof shall continue to be a condition precedent to City’s performance hereunder, and further provided that any sale, transfer, or assignment after the initial sale, transfer, or assignment by any Mortgagee shall be subject to the provisions of Section 2.4 of this Agreement. (e) If any Mortgagee is pro hibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction i ssued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving Owner , the times specified in Section clause (c) above, shall be extended for the period of the prohibition, except that any such extension shall not extend the term of this Agreement.
(f) If this Agreement is terminated by reason of ( i) any default or ( ii) as a result of a bankruptcy proceeding, this Agreeme nt is disaffirmed by a receiver, liquidator, or trustee for Owner or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a ne w development agreement for the Pr oject as to such portion of the Property with the most senior Mortgagee requesting such new agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this clause (f).
(g) The City shall, at any time and within thirty (30) days fol lowing the written request of a Mortgagee, but not more often than annually, certify in writing to such Mortgagee that (a) this Agreement is in full force and effect, (b) this Agreem ent has not been amended or modified or, if so amended or modified, identi fying the amendments and modifications, and (c) to the actual knowled ge of City with no duty to investigate, Owner is not in default in the performance of its obligations under this A greement or, if in default, to de scribe therein the nature and extent of any such default. Any such estoppel certificate shall be administrat ively issued by the City Manager or his/her representative or designee.

11. MISCELLANEOUS PROVISIONS.

11.1 Recordation of Agreement . This Agreement and any amendment or cancellation thereof shall be recorded with the San Bernardino County Recorder by the C ity Clerk within the ten (10) days after the City executes this Agreement, as required by Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement as provided for herein and in Government Code Section 65868, or if the City terminates this Agreement as provided for herein and in Government C ode Section 65865.1 for failure of the applicant to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of such action recorded with the San Bernardino County 83 49114321.13

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Recorder. A failure to record the Agreement in a timely fashion shall not impact its effectiveness to the extent permitted by applicable law.

11.2 Entire Agreement . This Agreement sets fort h and contains the entire understanding and agreement of the parties, and there are no oral or written representa tions, understandings or ancillary covenants, undertakings or agreements w hich are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

11.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shal l not be affected thereby to the e xtent such remaining provisions are not rendered impractical to perform taking into consideration the purpose s of this Agreement. Notwithstanding the foregoing, in the event the provision regarding the payment of Deferred D IFs set forth in Section 4 .2.2 of this Agreement is determined to be inva lid, void or unenforceable, the parties shall enter into a separate written a greement for the repayment of such Deferred DIFs consistent with Section

4.2.2. 11.4 Interpretation and G overning Law . This Agreement and a ny dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achie ve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against th e drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

11.5 Section Headings . All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

11.6 Singular and Plural. As used herein, the singular of any word includes the plural.

11.7 Joint and Several Obligations. If at any time during the term of this Agreement the Prope rty is owned, in whole or in part, by more than one owner , all obligations of such owners under this Agreement sha ll be joint and several, and the default of any such owner shall be the default of all such owners.

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

11.9 Waiver. Failure b y a party to insist upon the stric t performance of any of the provisions of this Agreement by the other party, or the failure by a party to exe rcise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insi st and demand strict compliance by the other party with the terms of this Agreement thereafter.

11.10 No Third Party Beneficiaries . This Agreem ent is made and entered into for the sole protection and benefit of the parties and their successors and assigns , except that the Owner 84 49114321.13

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Parties and City Parties are third party beneficiar ies of the indemnities in Section 9 . No other person shall have any right of action based upon any provision of this Agreement.

11.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligat ions under this Agreement is caused by floods, earthquakes, other Ac ts of God, fires, wars, insurrection, riots, civil unrest, acts of terrorism or similar hostilities, strikes , boycotts, lock- outs, and other labor difficul ties beyond the party’s control (including the party’s employment force), inability to procure servic es, labor or materials not related to the price ther eof, failure of electric power, governmental actions, governm ental laws, regulations or restric tions, third party litigation or adminis trative proceedings , actual or threatened public health emergency (in cluding epidemic, pandemic, famine, disease, plague, quarantine, and other public health risk), governmental edic ts, actions, declarations or quarantines by a governmental entity or healt h organization (including any shelter -in-place orders, stay at home orders or any restrictions on travel related thereto that preclude Owner , its agents, contractors or its employees from accessing the Property , nati onal or regional emergency), declaration of a state or national emergency, casualties, weather that could not have reasonably been anticipated, changes in the Laws which would prevent the Property from being developed or op erated in accordance with this Ag reement, or other reasons beyond the reasonable control of the party (individually a “ Force Majeure Event ” or collectively, “ Force Majeure Events”). If any such events shall occur, the term of this Agreement and the time f or performance by either party of any of its obligations hereunder shall b e automatically extended for the period of time that such events prevented such performance, provided that the extensions of the term of this Agreement solely as a result of one or m ore Force Majeure Events shall not exceed a period of more than five (5) years in the aggregate.

11.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the p arty benefited thereby of the covenants to be performed hereunder by such benefited party.

11.13 Successors in Interest ; Covenants Running with the Land . The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to th e parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes an d constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with r egard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of t he Property or any portion thereof. In any event, no owner or tenant of a n individual completed residential unit within the Project shall have any rights under this Agreement.

11.14 Counterparts. This Agreement may be executed by the parties in counterpar ts, which counterparts shall be construed together and have the same effec t as if all of the parties had executed the same instrument.

11.15 Jurisdiction and Venue . Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, constr uing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of 85 49114321.13

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the County of San Bernardino, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

11.16 Project as a Private Undertaking . It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, a nd that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other associ ation of any kind is formed by thi s Agreement. The only relationship betwe en City and Owner is that of a government entity regulating the development of private property and the owner of such property.

11.17 Further Actions and Instruments . Each of the par ties shall cooperate with and provide reasonable assistance to the other t o the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either pa rty at any time, the other party s hall promptly execute, with acknowledgme nt or affidavit if reasonably required, and file or record such requi red instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreemen t to carry out the intent and to f ulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The City Manager may delegate his powers and duties under this Agreement to an Assistant City Manager or other management level employee of the City.

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

11.19 Agent for Service of Process . In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, Owner shall file with the Pla nning Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action a rising out of or based upon this A greement, and the delivery to such agent of a copy of any process in any such action shall constitute valid s ervice upon Owner . If for any reason service of such process upon such agent is not feasible, then in such event O wner may be personally served with such process out of this County and such service shall constitute valid service upon Owner .

Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objecti ons and protests thereto. Owner for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S.

No. 6638).

11.20 Estoppel Certificate. Within thirty (30) days following a written request by any of the parties, the other party shall execute and deliver to the requesting party a statement certifying that (i) either this Agreement is unmodified and in full f orce and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding par ty alleges that specified (date an d nature) defaults exist. The statement 86 49114321.13

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shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification except as may be represented by the requesting party and that there are no uncured defaults in the performance of the requesting party, except as may be represented by the requesting party. Owner shall pay to City all reasonable costs incurred by City in connection with the issuance of estoppel certificates under this Section 11.20 prior to City’s issuance of such certificates.

11.21 Authority to Execute . Each party represents and warrants that t he person or persons executing this Agreement on behalf of such party has the authority to exec ute this Agreement on behalf of such party and has the authority to bind such party to the performance of its obligations hereunder.

11.22 Attorneys’ Fees . In the event of any action between the City and Owner for enforcement or interpretation of any of t he terms or conditions of this Agreement, the prevailing party in suc h action shall be entitled to recover its reasonable costs and expenses, including without limitation court costs and attorneys' fees actually and reasonably incurred, as awarded by a court of competent jurisdiction. This Section shall survive the termination of this Agreement.

[SIGNATURES CONTAINED ON FOLLOWING PAGE]
87 [Signature Page to Development Agreement]

SIGNATURE PAGE

TO DEVELOPMENT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth below.
“Owner”

OTC Lot A Owner, LLC
a Delaware limited liability company

By: ________________________
Name:

Its: ______________________
Date: ___________________

“CITY”

CITY OF ONTARIO

By:

Scott Ochoa
City Manager

Date: ___________________

ATTEST:

City Clerk, Ontario

APPROVED AS TO FORM:

Kane, Ballmer & Berkman, City Special
Counsel
88 ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
COUNTY OF____________________ )

On _________________, 20_____, before me,______________________________________, Date Insert Name and Title of the Officer

personally appeared ___________________________________________________________ Name(s) of Signer(s)
____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature________________________________
Signature of Notary Public

Place Notary Seal Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 89 ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
COUNTY OF____________________ )

On _________________, 20_____, before me__________________________________, Date Insert Name and Title of the Officer

personally appeared ________________________________________________________ Name(s) of Signer(s)
________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature________________________________
Signature of Notary Public

Place Notary Seal Above

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 90 49114321.13

EXHIBIT “A”

TO DEVELOPMENT AGREEMENT

LEASE AREA DESCRIPTION (LOT A)

APN NO. 0210-205-01

THAT PORTION OF LAND IN THE CITY OF ONTARIO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, LYING WITHIN A PORTION OF PARCEL 1 OF PARCEL MAP NO. 17978 AS PER MAP FILED IN BOOK 216 PAGES 44 AND 45 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWESTERLY TERMINUS OF THAT CERTAIN COURSE ALONG THE EASTERLY BOUNDARY LINE OF SAID PARCEL 1, SAID COURSE HAVING A BEARING OF N 33°23' 13" E AS SHOWN ON SAID PARCEL MAP. THENCE, N 33° 23' 13" E 42.97' ALONG SAID EASTERLY LINE. THENCE, LEAVING SAID EASTERLY LINEN 56°36' 47" W 18.58' TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION.

THENCE, ALONG THE FOLLOWING DESCRIBED COURSES:

N 33°23' 24" E 259.97'

S 56°36' 36" E 8.00'

N 33°23' 24" E 25.41'

N 56°36' 36" W 5.50'

N 33°23' 24" E 30.58'

N 56°36' 36" W 18.50'

N 33°23' 24" E 46.27'

N 0° 00' 00" E 19.25'

N 90° 00' 00" E 30.59'

N 0° 00' 00" E 67.50'

N 90° 00' 00" W 274.60'
91 EXHIBIT “A” CONTINUED

TO DEVELOPMENT AGREEMENT

LEASE AREA DESCRIPTION (LOT A)

N O' 00' 00" E 8.00'

N 90° 00' 00" W 25.41'

SO' 00' 00" W 8.00'

N 90° 00' 00" W 251.51'

SO' 00' 00" W 30.58'

N 90° 00' 00" W 16.82' TO THE BEGINNING OF A NON-TANGENT 31.67' RADIUS

CURVE CONCAVE SOUTHEASTERLY AND TO WHICH A RADIAL LINE BEARS N 78°55' 48" E. THENCE, NORTHWESTERLY, WESTERLY, AND SOUTH EASTERLY 110.94' ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 200' 43' 26".

THENCE, ALONG THE FOLLOWING DESCRIBED COURSES:

S 80' 09' 47" W 25.36'

S 09° 50' 13" E 343.01'

N 90° 00' 00" E 121.65

S 00° 00' 00" W 4.00'

S 90° 00' 00" E 32.63'

S 00° 00' 00" E 6.35'

N 90° 00' 00" E 25.41'

NO' 00' 00" E 10.11'

S 90° 00' 00" E 43.73'

S 00° 00' 00" W 2.11'

92 EXHIBIT “A” CONTINUED

TO DEVELOPMENT AGREEMENT

LEASE AREA DESCRIPTION (LOT A)

THENCE, S 90° 00' 00" E 152.72' TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION.

THE ABOVE-DESCRIBED PARCEL OF LAND CONTAINS 210,250 SQUARE FEET, 4.83 ACRES MORE OR LESS.ALL AS SHOWN ON EXHIBIT "B" PLOT ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

EXHIBIT “B”
93 TO DEVELOPMENT AGREEMENT

Map showing Property and its location

N
94 EXHIBIT “B” CONTINUED

TO DEVELOPMENT AGREEMENT

Map showing Property and its location

LOT A
N
95 EXHIBIT “C”

TO DEVELOPMENT AGREEMENT

Development Impact Fees as of the Approval Date

(Development Impact Fees to follow this page)

96 Component of the FY 2021-22 Budget
Adopted June 21, 2021 (Resolution No. 2021-062)
Citywide Fee Schedule
FY 2021-22
(Fees, Fines & Charges)
Exhibit C
97 City of Ontario
FY 2021-22 Citywide Fee Schedule
Table of Contents
II. Community Life & Culture
Section 5. Housing Fees 3
III. Community Development
Section 1. Building Fees 4
Section 2. Engineering Fees 15
Section 3. Planning Fees 20

Page 2 of 25 ends

98 City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges II. - Community Life & Culture
Section 5. Housing Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
Housing Fees
1 Base Affordable Housing Monitoring Fee* Base 747.68$ $ 747.00 7/1/2021 2 Per Unit Affordable Housing Monitoring Fee* Per unit 107.94$ $ 107.00 7/1/2021 3 Loan Payoff Process Fee - without equity share Each 251.11$ $ 251.00 7/1/2021 4 Loan Payoff Process Fee - with equity share Each 400.39$ $ 400.00 7/1/2021 5 Preparation of Full Reconveyance Each 248.13$ $ 248.00 7/1/2021 * Affordable Housing Monitoring Fee does not
apply to bond-funded projects.

Note: Loan Payoff and Reconveyance fees may be
waived if individuals are under financial hardship.

Resolution No. 2020-009
Resolution No. 2020-083
Resolution No. 2021-062

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City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
Building Plan Check Fees
1 Building Plan Check Fee % of Permit N/A 80.00% 7/1/2021 2 Building Plan Check for track housing or duplicate building % of Permit N/A 40.00% 7/1/2021 3 Expedited Plan Check Program Original Plan Check Fee Plus Additional Percent: Less than $1
million
N/A 50.00% 7/1/2021
4 Expedited Plan Check Program Original Plan Check Fee Plus Additional Percent: Between $1 and
$5 million
N/A 40.00% 7/1/2021
5 Expedited Plan Check Program Original Plan Check Fee Plus Additional Percent: Between $5 and
$10 million
N/A 30.00% 7/1/2021
6 Expedited Plan Check Program Original Plan Check Fee Plus Additional Percent: Between $10 and
$20 million
N/A 20.00% 7/1/2021
7 Expedited Plan Check Program Original Plan Check Fee Plus Additional Percent: Greater than $20
million
N/A 10.00% 7/1/2021

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100
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
Building Permit Fees
8 Building Permit - Base Fee ($1-$500) Valuation: $1 to $500 N/A $ 23.50 7/1/2021 9 Building Permit - Base Fee ($501-$2000) Valuation: $501 to $2,000 N/A $ 23.50 7/1/2021 10 Building Permit Fee (Each additional $100, or fraction thereof, up to and including $2000)
Each additional $100, or fraction
thereof, up to and including $2,000
N/A $ 3.05 7/1/2021
11 Building Permit - Base Fee ($2001-$25,000) Valuation: $2,001 to $25,000 N/A $ 69.25 7/1/2021 12 Building Permit Fee (Each additional $1,000, or fraction thereof, up to and including $25,000)
Each additional $1,000, or fraction
thereof, up to and including
$25,000
N/A $ 14.00 7/1/2021
13 Building Permit - Base Fee ($25,001-$50,000) Valuation: $25,001 to $50,000 N/A $ 391.25 7/1/2021 14 Building Permit Fee (Each additional $1,000, or fraction thereof, up to and including $50,000)
Each additional $1,000, or fraction
thereof, up to and including $50,000
N/A $ 10.10 7/1/2021
15 Building Permit - Base Fee ($50,001-$100,000) Valuation: $50,001 to $100,000 N/A $ 643.75 7/1/2021 16 Building Permit Fee (Each additional $1,000, or fraction thereof, up to and including $100,000)
Each additional $1,000, or fraction
thereof, up to and including $100,000
N/A $ 7.00 7/1/2021

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101
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
17 Building Permit - Base Fee ($100,001-$500,000) Valuation: $100,001 to $500,000 N/A $ 993.75 7/1/2021 18 Building Permit Fee (Each additional $1,000, or fraction thereof, up to and including $500,000)
Each additional $1,000, or fraction
thereof, up to and including $500,000
N/A $ 5.60 7/1/2021
19 Building Permit - Base Fee ($500,001-$1,000,000) Valuation: $500,001 to $1,000,000 N/A $ 3,233.75 7/1/2021 20 Building Permit Fee (Each additional $1,000, or fraction thereof, up to and including $1,000,000)
Each additional $1,000, or fraction
thereof, up to and including
$1,000,000
N/A $ 4.75 7/1/2021
21 Building Permit - Base Fee (Greater than $1,000,001) Valuation: $1,000,001 and up N/A $ 5,608.75 7/1/2021 22 Building Permit Fee (Each additional $1,000 or fraction thereof, greater than $1,000,001)
Each additional $1,000, or fraction
thereof
N/A $ 3.65 7/1/2021

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102
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
Misc. Standard Building Permits
23 Kitchen Remodel (non-structural) Each 258.99$ $ 258.00 7/1/2021 24 Bathroom Remodel Each 129.50$ $ 129.00 7/1/2021 25 Demolition - Entire Structure Valuation N/A Varies 7/1/2021 26 Patio Covers - Solid Valuation N/A Varies 7/1/2021 27 Patio Covers - Lattice Valuation N/A Varies 7/1/2021 28 Patio Covers - Enclosures Valuation N/A Varies 7/1/2021 29 Pole Bases Valuation N/A Varies 7/1/2021
30 Roofing Valuation N/A Varies 7/1/2021
31 Storage Sheds Valuation N/A Varies 7/1/2021 32 Stucco Valuation N/A Varies 7/1/2021
33 Swimming Pools/Spas Valuation N/A Varies 7/1/2021 34 Tenant Improvements - With Ceiling Valuation N/A Varies 7/1/2021 35 Tenant Improvements - Without Ceiling Valuation N/A Varies 7/1/2021 36 Trash Enclosures - Single Valuation N/A Varies 7/1/2021 37 Trash Enclosures - Double Valuation N/A Varies 7/1/2021 38 Walls - Retaining Valuation N/A Varies 7/1/2021 39 Walls - Screen Garden Valuation N/A Varies 7/1/2021 40 Walls - Tilt-Up Screen Walls Valuation N/A Varies 7/1/2021 41 Window Changeout Valuation N/A Varies 7/1/2021

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103
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
Electrical Permit Fees
42 Electrical Permit Issuance Fee Each 41.63$ $ 41.00 7/1/2021 43 Electrical Permit - Temporary Power Service Pedestal Each 86.33$ $ 86.00 7/1/2021 44 Electrical Permit - Temporary Power Service Distribution system Each 43.17$ $ 43.00 7/1/2021 45 Electrical Permit - outlet/switch/fixture First 20 fixtures 129.50$ $ 129.00 7/1/2021 46 Electrical Permit - Additional Fixtures Each 2.94$ $ 2.90 7/1/2021 47 Electrical Permit - Power Apparatus -up to and including 1 each HP, kW, kVA or kVAR 143.83$ $ 143.00 7/1/2021 48 Electrical Permit - Power Apparatus - over 1 to 10 each HP, kW, kVA or kVAR 158.33$ $ 158.00 7/1/2021 49 Electrical Permit - Power Apparatus - over 10 to 50 each HP, kW, kVA or kVAR 172.66$ $ 172.00 7/1/2021 50 Electrical Permit - Power Apparatus - over 50 to 100 each HP, kW, kVA or kVAR 258.99$ $ 258.00 7/1/2021 51 Electrical Permit - Power Apparatus - over 100 each HP, kW, kVA or kVAR 345.32$ $ 345.00 7/1/2021 52 Electrical Permit - Services -for services of 600 volts or less and not over 200 amperes in rating
Each 172.66$ $ 172.00 7/1/2021 53 Electrical Permit Fee - Services -for services of 600 volts or less and over 200 amperes to 1,000 amperes in rating
Each 258.99$ $ 258.00 7/1/2021 54 Electrical Permit Fee - Services -for services over 600 volts or over 1,000 amperes in rating
Each 431.65$ $ 431.00 7/1/2021 55 Electrical Permit Fee - Miscellaneous Apparatus, Conduits and Conductors
Each 143.83$ $ 143.00 7/1/2021 56 Electrical Permit Fee- Subpanel Each N/A $ 172.00 7/1/2021 57 Electrical Permit Fee - Signs Each N/A $ 86.00 7/1/2021 58 Electrical Permit Fee - Private Swimming Pools Each Pool or Spa N/A $ 129.00 7/1/2021

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104
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
59 Electrical Permit Fee - Other Inspections and Fees, inspections outside of normal business hours: minimum charge 3 hrs.

Per Hour 113.00$ $ 113.00 7/1/2021 60 Electrical Permit Fee - Inspections Per Hour 113.00$ $ 113.00 7/1/2021 61 Electrical Permit Fee - Reinspection Fees Per Hour 113.00$ $ 113.00 7/1/2021 62 Electrical Permit Fee - Additional plan review Per Hour 113.00$ $ 113.00 7/1/2021 63 New Construction Trades - Electrical : Residential Per Square Foot 0.10791$ $ 0.1079 7/1/2021 64 New Construction Trades - Electrical : Commercial Per Square Foot 5.22301$ $ 0.1200 7/1/2021 65 New Construction Trades - Electrical: Industrial / warehouse (0-50,000 sf)
Per Square Foot 0.01209$ $ 0.0120 7/1/2021 66 New Construction Trades - Electrical : Industrial / warehouse (>50,000 sf)
Per Square Foot 0.00388$ $ 0.0038 7/1/2021 Mechanical Permit Fees
67 Mechanical Permit Issuance Fee Each 41.75$ 41.00$ 7/1/2021 68 Mechanical Permit Fee (includes issuance fee) - Furnaces, Boilers, Compressors and Absorption Systems -under 3 HP (10.6kW) or to and including 100,000 Btu/h (29.3kW)
Each 172.66$ 172.00$ 7/1/2021 69 Mechanical Permit Fees (includes issuance fee) - Furnaces, Boilers, Compressors and Absorption Systems-over 3 HP (10.6kW) to and including 15 HP (52.7kW), or over 100,000 Btu (29.3kW) to and including 500,000 Btu/h (146.6kW)
Each 215.83$ 215.00$ 7/1/2021

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105
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
70 Mechanical Permit Fees (includes issuance fee) - Furnaces, Boilers, Compressors and Absorption Systems -over 15 HP (52.7 kW) to and including 30 HP (105.5 kW), over 500,000 Btu/h (146.6 kW) to and including 1,000,000 Btu/h (293.1 kW)
Each 258.99$ 258.00$ 7/1/2021 71 Mechanical Permit Fees (includes issuance fee)- Furnaces, Boilers, Compressors and Absorption Systems -over 30 HP (105.5 kW) to and including 50 HP (176 kW), or over 1,000,000 Btu/h (293.1 kW) to and including 1,750,000 Btu/h (512.9 kW)
Each 345.32$ 345.00$ 7/1/2021 72 Mechanical Permit Fees (includes issuance fee)- Furnaces, Boilers, Compressors and Absorption Systems -over 50 HP (176 kW) or over 1,7500,000 Btu/h (512.9kW)
Each 517.98$ 517.00$ 7/1/2021 73 Mechanical Permit Fees (includes issuance fee)- Evaporative Coolers Each 172.66$ 172.00$ 7/1/2021 74 Mechanical Permit Fees (includes issuance fee)- Ventilation and Exhaust -each fan connected to single duct
Each 172.66$ 172.00$ 7/1/2021 75 Mechanical Permit Fees (includes issuance fee)- Ventilation and Exhaust-each which is not a portion of any heating or a/c system authorized by a permit
Each 172.66$ 172.00$ 7/1/2021 76 Mechanical Permit Fees (includes issuance fee)- Ventilation and Exhaust -each hood served by mechanical exhaust
Each 345.32$ 345.00$ 7/1/2021

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106
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
77 Mechanical Permit Fee - Process Piping Valuation N/A Varies 7/1/2021 78 Mechanical Permit Fee - Wall Heater Each N/A 43.00$ 7/1/2021 79 Mechanical Permit Fees - Miscellaneous (one inspection) Each 86.33$ 86.00$ 7/1/2021 80 Mechanical Permit Fees - Inspection outside of normal business hours Per Hour 113.00$ 113.00$ 7/1/2021 81 Mechanical Permit Fees - Reinspection Fees Per Hour 113.00$ 113.00$ 7/1/2021 82 Mechanical Permit Fees - No Fee Specifically Indicated Per Hour 113.00$ 113.00$ 7/1/2021 83 Mechanical Permit Fees - Additional Plan Review Per Hour 113.00$ 113.00$ 7/1/2021 84 New Construction Trades - Mechanical: Residential Per Square Foot 0.0647$ 0.0647$ 7/1/2021 85 New Construction Trades - Mechanical : Commercial Per Square Foot 0.0647$ 0.0647$ 7/1/2021 Plumbing Permit Fees
86 Permit issuance fee Each 41.75$ 41.00$ 7/1/2021 87 Plumbing Permit Fees - First 15 Fixtures and Vents (new & alterations) First 15 Fixtures/Vents 172.66$ 172.50$ 7/1/2021 88 Plumbing Permit Fees - Each Additional Each 172.66$ 10.78$ 7/1/2021 89 Plumbing Permit Fees - Sewers Each 172.66$ 172.50$ 7/1/2021

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107
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
90 Plumbing Permit Fees - Sewage disposal system Each 431.65$ 431.50$ 7/1/2021 91 Plumbing Permit Fees -Industrial waste pretreatment interceptor Each 172.66$ 172.50$ 7/1/2021 92 Plumbing Permit Fees - Water Piping First 20 outlets First 20 Outlets 129.50$ 129.00$ 7/1/2021 93 Plumbing Permit Fees - Water Piping Each Additional Outlet Each Outlet 129.50$ 5.23$ 7/1/2021 94 Plumbing Permit Fees - Water heater including vent Each 172.66$ 12.92$ 7/1/2021 95 Plumbing Permit Fees - Gas Piping Systems First 5 Outlets First 5 Outlets 647.50$ 129.50$ 7/1/2021 96 Plumbing Permit Fees - Gas Piping Systems Each Additional Each Addt'l Outlet 129.50$ 6.77$ 7/1/2021 97 Plumbing Permit Fees - Lawn Sprinklers Each lawn sprinkler system on any one meter
172.66$ 172.50$ 7/1/2021 98 Plumbing Permit Fees - Backflow Protection Devices Each Device 172.66$ 172.50$ 7/1/2021 99 Plumbing Permit Fees - Miscellaneous Each appliance or equipment regulated by the Plumbing Code but
not classed in other appliance
categories, or for which no fee is listed
in this code

86.33$ 86.00$ 7/1/2021

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108
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
100 Plumbing Permit Fees - Reinspection Fees Per Hour 113.00$ 113.00$ 7/1/2021 101 Plumbing Permit Fees - No Fee Specifically Indicated Per Hour 113.00$ 113.00$ 7/1/2021 102 Plumbing Permit Fees - Additional Plan Review Per Hour 113.00$ 113.00$ 7/1/2021 103 New Construction Trades - Plumbing : Residential Per SF 0.10791$ 0.1070$ 7/1/2021 Grading Plan Review Fees (up to three submittals of plans) 104 Grading plan check, rough (0-10 acres) Each 1,381.29$ 1,381.00$ 7/1/2021 105 Grading plan check, rough (>10 acres) Each 1,381.29$ 1,381.00$ 7/1/2021 106 Grading plan check, rough (each additional 5 acres) Each 345.32$ 345.00$ 7/1/2021 107 Grading plan check, precise (0-10 acres) Each 1,726.61$ 1,726.50$ 7/1/2021 108 Grading plan check, precise (>10 acres) Each 1,726.61$ 1,726.50$ 7/1/2021 109 Grading plan check, precise (each additional 5 acres) Each 517.98$ 517.50$ 7/1/2021 Grading Permit Fees
110 Grading permit, rough (0-50 acres) Each 345.32$ 345.00$ 7/1/2021 111 Grading permit, rough (each additional 10 acres) Each 86.33$ 86.00$ 7/1/2021

Page 13 of 25 ends

109
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 1. Building Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
112 Grading permit, precise (0-50 acres) Each 431.65$ 431.50$ 7/1/2021 113 Grading permit, precise (each additional 10 acres) Each 129.50$ 129.50$ 7/1/2021 114 Soil Disturbance Permit - Dust Control Each N/A 250.00$ 7/1/2021 Miscellaneous Fees
115 Building plan retention fee Per Plan Page N/A 1.50$ 7/1/2021 116 Permits, Calcs and Misc. doc 8.5x11 / per page N/A 0.35$ 7/1/2021 Sewer, Water, Storm Drain Permit & Plan Check Fees
117 Sewer Main Inspection Permit Per Lineal Foot 3.17$ 3.17$ 7/1/2021 118 Water Main Inspection Permit Per Lineal Foot 0.63$ 0.63$ 7/1/2021 119 Storm Drain - main Inspection Permit Per Lineal Foot 0.63$ 0.63$ 7/1/2021 120 Storm Drain - yard Inspection Permit Per Lineal Foot 0.29$ 0.29$ 7/1/2021 121 Sewer, Water, Storm Drain
Plan check fee = % of permit valuation
% of Permit Valuation 2.00% 2.00% 7/1/2021
Resolution No. 2004-065
Resolution No. 2020-009
Resolution No. 2020-083
Resolution No. 2021-062

Page 14 of 25 ends

110
City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 2. Engineering Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
1 Inspection / Permit - Base Fee Base 164.09$ 164.00$ 7/1/2021 2 Inspection / Permit Fees
$1 - $50,000
Construction cost estimate 5.97% 5.97% 7/1/2021
3 Inspection / Permit Fees
$50,001 - $500,000
Construction cost estimate 5.45% 5.45% 7/1/2021
4 Inspection / Permit Fees >$500,000 Construction cost estimate 4.24% 4.24% 7/1/2021 5 Plan Check - Base Fee (includes
grading, NPDES etc.)
Base 1,371.16$ 1,371.00$ 7/1/2021 6 Plan Check Fees
$1 - $50,000
Construction cost estimate 6.00% 6.00% 7/1/2021
7 Plan Check Fees
$50,001 - $500,000
Construction cost estimate 4.65% 4.65% 7/1/2021
8 Plan Check Fees >$500,000 Construction cost estimate 3.62% 3.62% 7/1/2021 9 Encroachment Permit Fee Each 162.91$ 112.80$ 8/21/2021

Page 15 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 2. Engineering Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
10 Inspection for minor improvements
(driveways, pole replacement, etc.)
Inspection for single item (2
inspections, before and after)
167.02$ 108.15$ 8/21/2021 11 Traffic Control Permit Each 103.49$ 103.00$ 7/1/2021 12 Overload Permit (single trip) - One
time
Each N/A 19.20$ 8/21/2021
13 Overload Permit (round trip) - Annual Each N/A 108.00$ 8/21/2021 14 Permit Penalty Fee Percent of Permit Value N/A 50.00% 7/1/2021 15 Map Review (Parcel/Tract) - Base Fee Each 7,666.96$ 2,588.40$ 8/21/2021 16 Map Review - Addt'l per parcel Per Parcel 70.48$ 70.00$ 8/21/2021 17 Certificate of Compliance Each 790.69$ 745.20$ 8/21/2021 18 Lot Line Adjustment - Base Fee Each 1,286.16$ 1,159.20$ 8/21/2021 19 Lot Line Adjustment - Addt'l per
parcel
Per parcel 59.43$ 59.00$ 7/1/2021 20 General Vacation Each 3,805.94$ 1,902.00$ 8/21/2021

Page 16 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 2. Engineering Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
21 Quit Claim / Summary Vacation Each 2,049.22$ 1,087.20$ 8/21/2021 22 Certificate of Correction Each 823.10$ 480.00$ 8/21/2021 23 Easement review Each 1,691.08$ 1,691.00$ 7/1/2021 24 NPDES business inspection fee - low
priority
One inspection every 5 years 59.43$ 59.00$ 7/1/2021 25 NPDES business inspection fee -
medium priority
One inspection every 2 years 118.85$ 118.00$ 7/1/2021 26 NPDES business inspection fee - high
priority
Inspection each year 237.70$ 237.50$ 7/1/2021 27 NPDES/WQMP Plan Review Each 2,160.65$ 1,112.40$ 8/21/2021 28 NPDES Construction Inspection Fee
(< 10 acres)
Each 505.66$ 505.50$ 7/1/2021 29 NPDES Construction Inspection Fee
(10-25 acres)
Each 905.50$ 905.50$ 7/1/2021 30 NPDES Construction Inspection Fee
(> 25 acres)
Each 2,074.37$ 2,074.00$ 8/21/2021

Page 17 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 2. Engineering Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
31 Overtime Pay for Inspection
(Weekends & Holidays)
Per Hour N/A Hourly Rate 7/1/2021
32 Misc. / Special Technical Report
Review Fee
Actual Cost (Plus 25% Admin for
consultant review, if applicable)
N/A Varies 7/1/2021
33 Water Meter - OMUC Fee Based on meter size - OMUC Fee N/A Varies 7/1/2021 34 Storm Water Pollution Abatement Monthly BAU fee based on land use type & site acreage (applied to utility
bill)
N/A Varies 7/1/2021
35 Legal review Per Hour N/A Hourly Rate 7/1/2021

PLANNING APPLICATIONS REVIEWED BY LAND DEVELOPMENT ENGINEERING 36 Development Agreement Deposit N/A Varies 7/1/2021 37 Development Agreement Amendment Deposit N/A Varies 7/1/2021 38 Development Code Amendment Deposit N/A Varies 7/1/2021 39 Environmental Impact Report Deposit N/A Varies 7/1/2021 40 General Plan Amendment Deposit N/A Varies 7/1/2021

Page 18 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 2. Engineering Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
41 Planned Unit Development Deposit N/A Varies 7/1/2021 42 Planned Unit Development
Amendment
Deposit N/A Varies 7/1/2021
43 Specific Plan Deposit N/A Varies 7/1/2021
44 Specific Plan Amendment Deposit N/A Varies 7/1/2021 45 Specific Plan Minor Amendment Deposit N/A Varies 7/1/2021 46 Zone Change - 5 acres or more Deposit N/A Varies 7/1/2021 47 Zone Change - Less than 5 acres Deposit N/A Varies 7/1/2021 Resolution No. 2004-065
Resolution No. 2020-009
Resolution No. 2020-083
Resolution No. 2021-062

Page 19 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 3. Planning Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
1 Land Conservation Contract Non-renewal Each 3,817.21$ 1,401.85$ 8/21/2021 2 Land Conservation Contract Cancellation Each 16,679.06$ 6,431.53$ 8/21/2021 3 Appeal-Homeowner Each N/A 130.00$ 7/1/2021 4 Appeal-Other Each N/A 902.00$ 7/1/2021 5 Covenants Conditions and Restrictions Review Each 4,940.68$ 3,067.50$ 8/21/2021 6 Conditional Use Permit-Homeowner Each 4,894.70$ 1,784.26$ 8/21/2021 7 Conditional Use Permit-Nonprofit Each 3,520.01$ 2,691.60$ 8/21/2021 8 Conditional Use Permit-Other Each 5,901.35$ 5,900.00$ 7/1/2021 9 Conditional Use Permit-Modification Each 5,901.35$ 3,693.27$ 8/21/2021 10 Conditional Use Permit-w/ Development Plan Each 4,724.75$ 1,567.20$ 8/21/2021 11 Conditional Use Permit Time Extension Each 1,381.04$ 1,380.00$ 7/1/2021 12 Determination of Use Each 3,316.06$ 3,316.00$ 7/1/2021 13 Development Agreement Deposit N/A $ 10,000.00 7/1/2021

Page 20 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 3. Planning Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
14 Development Agreement Amendment Deposit N/A $ 7,500.00 7/1/2021 15 Development Code Amendment Deposit N/A $ 2,000.00 7/1/2021 16 Development Plan Review - 5 acres or more Each 24,846.74$ 17,914.80$ 8/21/2021 17 Development Plan Review - less than 5 acres Each 21,465.84$ 11,913.15$ 8/21/2021 18 Development Plan Revision Each 16,735.49$ 4,582.85$ 8/21/2021 19 Development Plan Time Extension Each 1,381.04$ 1,380.00$ 7/1/2021 20 Environmental Assessment/Negative Declaration Each 3,155.59$ 3,155.00$ 7/1/2021 21 Environmental Impact Report Deposit N/A 10,000.00$ 7/1/2021 22 General Plan Amendment - Text Deposit N/A 5,000.00$ 7/1/2021 23 General Plan Amendment - Map Deposit N/A 7,500.00$ 7/1/2021 24 Historic Preservation - COA-Nonresidential Each 4,677.04$ 1,533.75$ 8/21/2021 25 Historic Preservation - COA-Residential Each 4,677.04$ 214.73$ 8/21/2021 26 Historic Preservation - COEH-Nonresidential Each 6,846.51$ 2,045.00$ 8/21/2021 27 Historic Preservation - COEH-Residential Each 6,846.51$ 268.92$ 8/21/2021 28 Historic Preservation - Removal from Eligibility List (No Charge)
Each 6,366.15$ No Charge 7/1/2021

Page 21 of 25 ends

City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 3. Planning Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
29 Historic Preservation - Waiver Each 42.96$ 42.50$ 7/1/2021 30 Historic Preservation - Landmark Designation (No Charge) Each 12,025.51$ No Charge 7/1/2021 31 Historic Preservation - Plaque Actual Cost Varies Varies 7/1/2021 32 Inspection - Construction (3 inspections) Each 5,342.05$ 613.50$ 8/21/2021 33 Inspection - Field (includes construction inspections in excess of 3)
Each 1,335.51$ 255.63$ 8/21/2021 34 Residential Mills ActA Each 10,939.36$ 214.73$ 8/21/2021 35 Nonresidential Mills ActA Each 10,939.36$ 669.74$ 8/21/2021 36 Large Family Daycare Each 2,127.81$ 1,116.57$ 8/21/2021 37 Lodging House Permit Each 2,127.81$ 2,127.00$ 7/1/2021 38 Massage Permits Each 2,127.81$ 2,127.00$ 7/1/2021 39 Plan Check - 5 or more acres Each 9,196.43$ 3,070.10$ 8/21/2021 40 Plan Check - less than 5 acres Each 5,685.72$ 1,717.10$ 8/21/2021 41 Planned Unit Development Deposit 20,926.28$ 10,225.00$ 8/21/2021 42 Planned Unit Development Amendment Deposit 13,947.59$ 7,668.75$ 8/21/2021 43 Planning Area Plan Deposit N/A 7,500.00$ 7/1/2021

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City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 3. Planning Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
44 Planning Director Review Each 1,057.33$ 706.55$ 8/21/2021 45 Preliminary Plan Review Each 4,207.14$ 4,203.00$ 7/1/2021 46 Public Hearing - City Council Each 769.75$ 604.30$ 8/21/2021 47 Public Hearing - Development Advisory Board Each 497.12$ 325.16$ 8/21/2021 48 Public Hearing - Planning Commission Each 1,325.44$ 604.30$ 8/21/2021 49 Public Hearing - Zoning Administrator-Homeowner Each 1,764.14$ 74.64$ 8/21/2021 50 Public Hearing - Zoning Administrator-Other Each 1,764.14$ 584.87$ 8/21/2021 51 Sign Plan Each 519.34$ 246.42$ 8/21/2021 52 Sign Program - administrative approval Each 2,825.58$ 862.99$ 8/21/2021 53 Sign Program - planning commission approval Each 3,059.86$ 2,934.58$ 8/21/2021 54 Specific Plan Deposit N/A 20,000.00$ 7/1/2021 55 Specific Plan Amendment Deposit N/A 7,500.00$ 7/1/2021 56 Specific Plan Minor Amendment Deposit N/A 620.00$ 7/1/2021 57 Temporary Sign Permit Each 124.89$ 58.28$ 8/21/2021 58 Temporary Use Permit - interim uses Each 2,757.54$ 838.45$ 8/21/2021 59 Temporary Use Permit - special event Each 1,064.72$ 492.00$ 8/21/2021

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City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 3. Planning Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
60 Tentative Parcel Map Each 15,986.07$ 6,641.14$ 8/21/2021 61 Tentative Parcel Map Modification Each 11,706.32$ 4,262.80$ 8/21/2021 62 Tentative Tract Map (Base) Flat 18,403.54$ 9,805.78$ 8/21/2021 63 Tentative Tract Map (per lot) Each 65.00$ 65.00$ 7/1/2021 64 Tentative Tract Map Modification Each 12,681.18$ 3,125.78$ 8/21/2021 65 Tentative Tract/Parcel Map Time Extension Each 7,378.97$ 1,227.00$ 8/21/2021 66 Variance - Administrative Exception or Minor Each 3,978.78$ 2,451.96$ 8/21/2021 67 Variance - Homeowner Each 3,978.78$ 309.82$ 8/21/2021 68 Variance - Other Each 5,266.37$ 3,508.20$ 8/21/2021 69 Wireless Permit: Facilities in Public Rights-of-Way Each 3,978.78$ 3,978.00$ 7/1/2021 70 Zone Change - 5 acres or more Each 10,575.56$ 7,666.71$ 8/21/2021 71 Zone Change - Less than 5 acres Each 9,194.99$ 7,497.99$ 8/21/2021 72 Zoning Administrator Review - Homeowner Each 3,978.78$ 200.41$ 8/21/2021 73 Zoning Administrator Review - Other Each 3,978.78$ 1,160.54$ 8/21/2021 74 Zoning/Land Use Verification Letter Each 499.56$ 195.30$ 8/21/2021

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City of Ontario
FY 2021-22 Citywide Fee Schedule - Fees, Fines & Charges III. - Community Development
Section 3. Planning Fees
Fee # Fee Description Unit/Notes
Total Cost
to Provide
Services
FY 2021-22
Fee
Effective
Date
75 Notice of Exemption Filing Fee County Fee N/A $ 50.00 7/1/2021 76 Notice of Determination Filing Fee County Fee N/A $ 50.00 7/1/2021 77 Filing of a Negative/Mitigated Declaration County Fee N/A $ 2,404.75 7/1/2021 78 Filing of an Environmental Impact Report County Fee N/A $ 3,321.00 7/1/2021 79 Outside consultant or legal expenses Actual Cost Plus 25% Admin. Fee
N/A Varies 7/1/2021
80 Advanced Long Range Planning Percent of all Building Permits & Planning
Applications
914,960.12$ 5.00% 7/1/2021
Resolution No. 2004-065 (Entitlement Processing Fees excl. Mills Act) A Resolution No. 2005-115 (Mills Act Fees)
Resolution No. 2020-009
Resolution No. 2020-083
Resolution No. 2021-062
CPI Adjustment of 2.25% applied to select fees based on year-over-year change from Jan. 2020 to Jan. 2021 as measured by "Riverside-San Bernardino-Ontario Consumer Price Index"

Page 25 of 25 ends

RESOLUTION NO. PC22-028

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

ONTARIO, CALIFORNIA, RECOMMENDING THE CITY COUNCIL
APPROVE FILE NO. PDA22 -003-B, A DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF ONTARIO AND OTC OWNER, LLC, TO

ESTABLISH THE TERMS AND CONDITIONS FOR A DEVELOPMENT
PLAN (FILE NO. PDEV22 -014) TO CONSTRUCT 112 RESIDENTIAL UNITS AND UP TO 20,802 SQUARE FEET OF COMMERCIAL /OFFICE/ RETAIL USES, ON APPROXIMETLY 1.69 ACRES OF LAND LOCATED

AT THE SOUTHWEST CORNER OF ONTARIO CENTER PARKWAY AND
FERRARI LANE WITHIN THE MIXED- USE SUBAREAS 17 OF THE

PIEMONTE OVERLAY AT THE ONTARIO CENTER SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF —APN: SOUTHEAST
PORTION OF 0210-205-01.

WHEREAS, OTC Owner, LLC , ("Applicant") has filed an Application for the approval of a Development Agreement , File No. PDA 22-003-B, as described in the title of this Resolution (hereinafter referred to as "Application" or "Project"); and

WHEREAS, the Application applies to approximately 1.69 acres of land, consisting of the southeast parking Toyota Arena Parking lot, located at the southwest corner of Ontario Center Parkway and Ferrari Lane. The project site is within the proposed mixed- use Subarea 17 of the Piemonte Overlay of the Ontario Center Specific Plan , and is presently vacant and improved with the Toyota Area parking lot; and

WHEREAS, in 2006, the City Council approved the creation of the Piemonte Overlay of the Ontario Center Specific Plan (“Piemonte Overlay”), within the Urban Commercial land use district of the Ontario Center Specific Plan, establishing a master plan for the development of approximately 1.3 m illion square feet of retail, office, hotel, and entertainment uses, and more than 800 multiple-family dwelling units on the 84-acre overlay site. Several Specific Plan Amendments have been approved for the Piemonte Overlay, modifying development intensiti es, parking requirements, architectural guidelines, and land use designations. The most recent Specific Plan Amendment, File No. PSPA21 -001, was approved by the City Council on April 19, 2022, and involved expanding the overlay boundary, adding the Mixed- Use land use designation, and establishing design guidelines for mixed-use projects; and

WHEREAS, a Mitigated Negative Declaration was subsequently adopted on May 16, 2017, (hereinafter referred to as “MND”), in which development and use of the Project 122
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Page 2 ends

site was discussed in association with an Amendment to the Ontario Center Specific Plan (File No. PSPA16-003); and

WHEREAS, the Planning Director of the City of Ontario prepared and appr oved for attachment to the Certified EIR and adopted MND, an Addendum to the Certified EIR and MND (hereinafter collectively referred to as “EIR Addendum”) in accordance with the requirements of the California Environmental Quality Act of 1970, together with State and local guidelines implementing said Act, all as amended to date (collectively referred to as “CEQA”); and

WHEREAS, the Project has been reviewed for consistency with the Housing Element of the Policy Plan component of The Ontario Plan, as State Housing Element law (as prescribed in Government Code Sections 65580 through 65589.8) requires that development projects must be consistent with the Housing Element, if upon consideration of all its aspects, it is found to further the purposes, principals, goals, and policies of the Housing Element; and

WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Airport Land Use Compatibility Plan (hereinafter referred to as “ALUCP”), which applies only to jurisdictions within San 123
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Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current and future airport activity; and

WHEREAS, A Development Plan Application (File No. PDEV22-014) to construct four mixed-use buildings totaling 63,655 commercial square feet and 694 dwelling units on 13.3 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corner of Via Piemonte and Via Villagio, within the Mixed- Use land use district of the Piemonte Overlay of the Ontario Center Specific Plan, has been filed in conjunction with the Development Agreement Application; and

WHEREAS, on June 28, 2022, the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and

WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND RESOLVED by the Planning Commission of the City of Ontario, as follows:

(1) The environmental impacts of the Project were reviewed in conjunction with an Addendum to the Ontario Center Specific Plan Environmental Impact Report (State Clearinghouse No. 1989041009) (“Certified EIR”), certified by the Ontario City Council on March 19, 1991, in conjunction with File No. 4059-SPA, in combination with an Addendum to the Mitigated Negative Declaration, adopted by the Ont ario City Council on May 17, 2017, in conjunction with File No. PSPA16 -003. In addition, an EIR Addendum was adopted by the City Council on April 19, 2022, in conjunction with File No. PSPA21- 001, a Specific Plan Amendment to the Piemonte Overlay at the Ontario Center Specific Plan, in which development and use of the Project site was discussed; and

(2) The previous Certified EIR contains a complete and accurate reporting of the environmental impacts associated with the Project; and

124
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(3) The previous Certified EIR was completed in compliance with CEQA and the Guidelines promulgated thereunder; and

(4) The previous Certified EIR reflects t he independent judgment of the Planning Commission; and

(2) Does not constitute substantial changes with respect to the circumstances under which the Certified EIR was prepared, that will require major revisions to the Certified EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects; and

(a) The Project will have one or more significant effects not discussed in the Certified EIR; or

(b) Significant effects previously examined will be substantially more severe than shown in the Certified EIR; or

SECTION 3: Housing Element Compliance . Pursuant to the requirements of California Government Code Chapter 3, Article 10.6, commencing with Section 65580, as 125
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SECTION 4: Ontario International Airport Land Use Compatibility Plan (“ALUCP”) Compliance. The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan. On April 19, 2011, the City Council of the City of Ontario approved and adopted the ALUCP, establishing the Airport Influence Area for Ontario International Airport (hereinafter referred to as “ONT”), which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties , and limits future land uses and development within the Airport Influence Area , as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the recommending body for the Project, the Planning Commission has reviewed and considered the facts and information contained in the Application and supporting documentation against the ALUCP compatibility factors, includi ng [ 1] Safety Criteria (ALUCP Table 2-2) and Safety Zones (ALUCP Map 2-2), [2] Noise Criteria (ALUCP Table 2-3) and Noise Impact Zones (ALUCP Map 2 -3), [3] Airspace protection Zones (ALUCP Map 2- 4), and [ 4] Overflight Notification Zones (ALUCP Map 2- 5). As a result, the PLANNING COMMISSION , therefore, finds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ALUCP.

SECTION 5: Concluding Facts and Reasons. Based upon the substantial evidence presented to the Planning Commission during the above- referenced hearing, and upon the specific findings set forth in Section 1 through 4, above, the Planning Commission hereby concludes as follows:

a. The Development Agreement applies to approximately 1.69 acres of land generally located southwest corner of Ontario Center Parkway and Ferrari Lane; and

b. The Development Agreement establishes parameters for the development of a mixed-use project for Lot B, consisting of 112 residential units and up to 20,802 square feet retail uses , within the proposed Mixed- Use Subarea 17 of the 126
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c. The Development Agreement has been prepared in conformance with the goals and policies of The Ontario Plan Policy Plan (General Plan); and

e. This Development Agreement will promote the goals and objectives of the Land Use Element of the Policy Plan; and

f. This Development Agreement will not be materially injurious or detrimental to the adjacent properties and wil l have a significant impact on the environment or the surrounding properties. The environmental impacts of this project were reviewed with an Addendum to the Ontario Center Specific Plan Environmental Impact Report (State Clearing House No. 89041009) prepared for the related Amendment to the Piemonte Overlay at the Ontario Center Specific Plan (File No. PSPA21-001). This Application introduces no new significant environmental impacts. All previously adopted mitigation measures are a condition of project approval and are incorporated herein by this reference.

SECTION 6: Planning Commission Action. Based upon the findings and conclusions set forth in Sections 1 through 5, above, the Planning Commission hereby RECOMMENDS THE CITY COUNCIL APPROVE the herein described Application, subject to each and every condition set forth in the Development Agreement (File No.

PDA22-003-B) attached hereto as “Attachment A,” and incorporated herein by this reference.

SECTION 8: Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings have been based are located 127
128
129
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June 28, 2022

Page 9 ends

ATTACHMENT A:

File No. PDA22-003-B

DEVELOPMENT AGREEMENT

By and Between

City of Ontario
a California municipal corporation

and

OTC Owner, LLC
Lot B
a Delaware limited liability company

(Development Agreement to follow this page)

130
49114321.13

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF ONTARIO

DEVELOPMENT AGREEMENT

By and Between

City of Ontario, a California municipal corporation,

and

OTC Owner, LLC
Lot B
a Delaware limited liability company

131
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Page 1 ends

DEVELOPMENT AGREEMENT NO. PDA22-003-B
This Development Agreement (hereinafter “Agreement”) is dated as of July _____, 2022, for reference purposes only, and is entered into by and between the City of Ontario, a California municipal corporation (hereinafter “ City”), and OTC Owner, LLC, Lot B , a Delaware limited liability company (together with its successors and assigns, “Owner”):

RECITALS
WHEREAS, City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, Owner has a leasehold interest in the Property pursuant to the Ground Lease; and
WHEREAS, Owner has requested City to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of City; and WHEREAS, by electing to enter into this Agreement, City shall bind future City Councils of City by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of City; and
WHEREAS, the terms and conditions of this Agreement have undergone extensive review by City and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the City and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, on July ____, 2022, the City Council adopted Ordinance No. _____________ approving this Agreement, and such ordinance became effective on _____________, 2022; and
WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement. On April 19, 2022, pursuant to Resolution No. 2022-034, the City Council reviewed and adopted an Addendum to the Ontario Center Specific Plan Environmental Impact Report (State Clearing House No. 89041009) dated March 2022 under City’s File No. PSPA21 -001 (the “EIR Addendum ”). The proposed Project is consistent with the EIR Addendum and no further environmental review is required; and WHEREAS, on April 19, 2022, p ursuant to Resolution No. 2022-035, the City Council approved the Piemonte Overlay at the Ontario Center Specific Plan Amendment - File No.

PSPA21-001 (the “Specific Plan Amendment”); and
WHEREAS, this Agreement and the P roject are consistent with the City ’s Comprehensive General Plan and any specific plan applicable thereto; and 132
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WHEREAS, all actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended.

COVENANTS

NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and suffic iency of which is hereby acknowledged, 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:

1.1.1 “A greement” means this Development Agreement.

1.1.2 “Approval Date” means ___________, 2022 the hearing date on which the City Council adopted the ordinance approving this Agreement.

1.1.3 “C ertificate ” shall have the meaning set forth in Section 6.4.

1.1.4 “Certificate of Performance” shall have the meaning set forth in Section 2.5.3.

1.1.5 “City” means the City of Ontario, California, a California municipal corporation.

1.1.6 “City Council” means the City Council of the City of Ontario.

1.1.7 “City Manager” means City’s City Manager or his or her designee.

1.1.8 “City Parties” shall have the meaning set forth in Section 9.2.

1.1.9 “City Response Delay” shall have the meaning set forth in Section 3.3.

1.1.10 “Completion” means the date on which all of the following has occurred (a) the Building Department of the City (in its capacity as the municipal authority) has issued (i) a temporary certificate of occupancy (or its equivalent) for the residential dwelling units within the Project and (ii) final sign off or its equivalent of the core and shell for the commercial space within the Project (but not the tenant improvements for such space) and (b) Owner has satisfied the conditions of the Development Approvals to the extent required in connection with the Project (as opposed to conditions required in connection with the development of the other Lots within the Phased Development) other than ongoing conditions that are not required to be satisfied prior to completion of the Project.
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1.1.11 “Deferred DIF” shall have the meaning set forth in Section 4.2.2.

1.1.12 “Deferred DIF Repayment Date” shall have the meaning set forth in Section

4.2.2. 1.1.13 “D evelopment Approval ” or “ Development Approvals ” means all permits and other entitlements for use subject to approval or issuance by City in connection with development of the Property whether Existing Development Approvals or Subsequent Development Approvals, including, but not limited to, the following:
(a) Amendment to the Piemonte Overlay at Ontario Center Specific Plan - File No.

PSPA21-001;
(b) Development Plan Entitlement – File No. PDEV22 -014; (c) EIR Addendum;
(d) Development Agreement - File No. PDA22-003-B; and
(e) Amendment to the Piemonte Overlay Sign Program – File No. PSGP22-002.

1.1.14 “Development Impact Fee” means a monetary exaction, other than a tax or special assessment, whether characterized as a fee, exaction, charge, assessment or a tax and whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development projec t. The rates as of the Approval Date for the Development Impact Fees that may apply to the Project are shown on Exhibit “C” attached hereto.

1.1.15 “Ef
fective Date ” means the date on which both of the following are true : (a) the ordinance approving this Agreement goes into effect; and ( b) the Effective Date of the Ground Lease has occurred. Promptly after the Effective Date occurs, the parties shall execute a joint memorandum or side letter confirming the final date of the Effective Date and, thereafter, the Effective Date shall be deemed to be the date agreed upon by the parties in such memorandum or side letter.

1.1.16 “E
xisting Development Approvals ” means all Development Approvals approved or issued on or prior to the Effective Date. Existing Development Approva ls are listed in the definition of “Development Approvals” above and all other Development Approvals which are a matter of public record on the Effective Date.

1.1.17 “E xisting Land Use Regulations” means all Land Use Regulations in effect on the Approval Date, as modified by the Development Approvals.

1.1.18 “F inal Non- Appealable Date” means the date Existing Development Approvals are final and non-appealable as set forth in the City Development Code and any applicable Laws and (ii) the applicable statute of limitations has expired under the California Environmental 134
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Quality Act (Public Resources Code §21000 et seq.) and implementing Guidelines for CEQA (14 Cal. Code Regs. §15000 et seq.) with respect to the Addendum, in each case without the filing of any third party challenge, appeal, or lawsuit or, if filed, such challenge, appeal, or lawsuit has been resolved in a manner satisfactory to Owner . Promptly after the Final Non-Appealable Date occurs, the parties shall execute a joint memorandum or side letter confirming the final date of the Final Non-Appealable Date and, thereafter, the Final Non -Appealable Date shall be deemed to be the date agreed upon by the parties in such memorandum or side letter.

1.1.19 “Force Majeure Event(s)” shall have the meaning set forth in Section 11.11.

1.1.20 “General Plan” means the City’s Comprehensive General Plan adopted on January 27, 2010, by Resolution No. 2010-006, as may be amended as of the Approval Date.

1.1.21 “G round Lease ” mean s that certain Ground Lease by and between City and Owner dated on or about the Approval Date pertaining to the Property, as the same may be amended, modified, or supplemented from time to time.

1.1.22 “L and Use Regu lations” means all ordinances, resolutions, codes, rules, regulations, and official policies of City governing the development and use of land, including, without limitation, 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 and construction standards and specifications applicable to the development of the Property . “Land Use Regulations” does not include any City ordinance, resolution, code, rule, regulati on or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and a batement of nuisances;
(d) the granting of encroachment permits and the conveyance of similar rights and interests that provide for the use of or the entry upon public property; or (e) the exercise of the power of eminent domain.

1.1.23 “Lender Proposed Amendment” shall have the meaning set forth in Section 10.

1.1.24 “Lot” or “Lots ” shall mean Lot A, B, C, or D, as the context ma y require, as shown on Exhibit “B” to this Agreement.

1.1.25 “M ortgagee ” means any lender under any mortgage, deed of trust , or other security device securing financing with respect to the Owner’s then-current interest in the Property, and their successors and assigns.

1.1.26 “No n -Deferrable Fees” shall have the meaning set forth in Section 4.2.2. 135
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1.1.27 “Owner” means the person or entity defined as such in the introductory paragraph of this Agreement and their permitted successors in interest to all or any part of the Property.

1.1.28 “O wner Parties ” shall have the meaning set forth in Section 9.3.2.

1.1.29 “Phased Development” means the phased development and construction contemplated by Owner on the Property and each of the other “ Owners” under the Related Development Agreements (as defined below) on Lots A, C, and D. The projects to be developed and constructed in the Phased Development include the Project and projects on Lot s A, C, and D as follows:

Lot A - Development Plan Entitlement – File No. PDEV22-014; Lot C - Development Plan Entitlement – File No. PDEV22-014; and Lot D - Development Plan Entitlement – File No. PDEV22-014.

Lots A, C, and D are each also currently subject to a ground lease between the City and ground lease tenant of the applicable Lot which is being entered into concurrently with the Ground Lease in form and content similar to the Ground Lease. The City is also concurrently entering into a statutory development agreement with each of the ground lease tenants for Lots A, C , and D in form and content similar to this Agreement (the “Related Development Agreements”). It is currently contemplated that the Project will be developed and constructed as part of the Phased Development of the Property and Lots A, C, and D currently comprised of the following development:

Table 1:

Maximum Development Density (Units) and Intensity
(Based on Piemonte Overlay at the Ontario Center Specific Plan) DA File No’s. Approx.

Page 6 ends

1.1.30 “Project” means the proposed development and construction on the Property (Lot B) of up to 20,802 square feet of commercial/office/retail uses and 112 multi -family residential dwelling units , all as consistent with File No. PDEV22 -014 (as the same may be modified by Owner from time to time in accordance with the Existing Development Approvals). The commercial/office/retail uses shall be those permitted or conditionally permitted within Section

3.2 Allowed Uses of The Piemonte at Ontario Center Specific Plan.

1.1.1 “P roperty ” means the real p roperty described on Exhibit “A” and shown on Exhibit “B” to this Agreement. The Property is referred to as Lot B on Exhibit B. The Property constitutes one parcel of the Phased Development. Lots A, C, and D comprise the remaining parcels of the planned Phased Development.

1.1.2 “P rotected Lot ” shall have the meaning set forth in Section 8.2.3.

1.1.3 “Related Development Agreement ” shall have the meaning set forth in the definition of “Phased Development” above.

1.1.4 “Res ervations of Authority” means the rights and authori ty excepted from the assurances and rights provided to Owner under this Agreement and reserved to City under Section 3.6 of this Agreement.

1.1.5 “S ecurity Instrument ” shall have the meaning set forth in Section 10.

1.1.6 “Specific Plan” means that certain specific pl an adopted by the City Council, and entitled, “Piemonte Overlay at the Ontario Cente r Specific Plan ,” as amended by the Specific Plan Amendment.

1.1.7 “S ubsequent Development Approvals ” means all Development A pprovals obtained subsequent to the Approval Date in connection with development of the Property.

1.1.8 “S ubsequent Land Use Regulations ” means any Land Use Regulations adopted and effective after the Approval Date.

1.2 E xhibits . The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” Legal Description of the Property
Exhibit “B” Map sh owing location of Property and the other Lots within the Phased Development
Exhibit “C” Development Impact Fees as of the Approval Date

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and if and to the extent commenced shall be carried out in accordance with the terms of this Agreement. 137
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2.2 Ownership of Property. Owner represents and covenants that it is the owner of a leasehold interest in the Property or a portion thereof.

2.3 T erm . The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of ten (10) years thereafter unle ss this term is modified or extended pursuant to the provisions of this Agreement. T he term of this Agreement may be extended for an additional five (5) years following expiration of the initial ten (10) year term, provided the following have occurred:
(a) Owner provides at least 180 days written notice to City prior to expiration of the initial term;
(b) Owner is not then in uncured default of this Agreement (after notice and the expiration of any applicable cure periods); and
(c) if less than three (3) of the Lots in the Phased Development have achieved Completion, such extension must be approved by the City Manager in his or her reasonable discretion.

For the avoidance of doubt, any time limits that may otherwise apply to the Development Approvals absent this Development Agreement (including without limitation, any of the time limits imposed on approvals pursuant to Section 2.02.025A of the Ontario Development Code or any other the Land Use Regulations) shall not govern the Development Approvals or thi s Agreement and the term set forth in this Section 2.3 shall control.

2.4 Assignment.

2.4.1 Right to Assign. Owner shall have the right to sell, transfer , or assign its interest in the Property in whole or in part (provided that no such partial transfer s hall violate the Subdivision Map Act, Government Code Section 66410, et seq.), to any person, partnership, limited liability company, joint venture, firm, or corporation at any time during the term of this Agreement; provided, however, that any such sale, t ransfer, or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following:
(a) Any such sale, transfer, or assignment is done in compli ance with the Ground Lease if such Ground Lease is then in effect;
(b) No sale, tran sfer, or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer , or assignment of all or substantially all of Owner’s leasehold or fee interest (as applicable) in the Property; (c) Prior to any such sale, transfer , or assignment, Owner shall notify City ’s City Manager, in writing, of such sale, transfer, or assignment and shall provide City with: (1) an executed agreement, in a form reasonably acceptable to City , by the purchaser, transferee , or assignee and providing therein that the purchaser, transferee , or assignee expressly and unconditionally assumes all the duties and obligations of Owner under this Agreemen t with 138
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respect to the portion of the Property so sold, transferred, or assigned; and (2) the payment of the applicable processing charge to cover the City ’s review and consideration of such sale, transfe r, or assignment; and
(d) Any sale, transfer , or ass ignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement.

Notwithstanding the failure of any purchaser, transferee , or assignee to execute the agreement required by Paragraph (c ) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchase r, transferee, or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee , or assignee until and unless such agreement is executed. The C ity Manager shall have the authority to review, consider and either approve, conditionally approve, or deny any proposed sale, transfer , or assignment that is not made in compliance with this S ubsection 2.4.1. Notwithstanding any contrary provision of thi s Agreement, the Owner of the Property shall not have any liability hereunder with r espect to any other Lot and a default by the Owner of one Lot shall not impact the rights and obligations of the Owner of any other Lot.

2.4.2 Release of Transferring Owner . Notwithstanding any sale, transfer , or assignment, a transferring Owner shall co ntinue to be obligated under this Agreement unless such transferring owner is given a release in writing by City , which release shall be provided by City upon the full satisfaction by such transferring owner of all of the following conditions:
(a) such transferring owner no longer has a legal or equitable interest in the portion of the Property sold, transferred, or assigned;
(b) such transferring owner is not then in defaul t under this Agreement (after notice and the expiration of any applicable cure periods) , in which case such transferring owner shall remain liable for such default but not any future defaults by the assi gnee after the date of the transfer; and
(c) such transferring owner has provided City with the notice and executed agreement required under Paragraph (c) of Subsection 2.4.1 above.

2.4.3 Subsequent Assignment. Any subsequent sale, transfer , or assignment after an initial sale, transfer , or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

2.4.4 F or the avoidance of doubt, this Section 2.4 does not apply to assignments or transfers of this Agreeme nt to Mortgagees or their initial transferees after a foreclosure, deed in lieu, or similar action permitted under the mortgage, deed of trust, or other security device securing financing with respect to the Owner’s interest in the Property.

2.5 A
mendment or Cancellation of Agreement; Operating Memoranda.

2.5.1 Amendment or Cancellation . This Agreement may be amended or cancelled in who le or in part only in the manner provided for in Government Code Section 139
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65868. Any amendment of this Agreement, which amendment has been requested by Owner , shall be considered by the City only upon the payment of the applicable processing charge. The City hereby agrees to grant priority processing status to any request(s) to amend this Agreement made by Owner. This provision shall not limit any remedy of City or Owner as provided by this Agreement. Either party or successor in interest, may propose an amendment to or cancellation, in whole or in part, of this Agreement. Any amendment or cancellation shall be by mutua l consent of the parties or their successors in inter est except as provided otherwise in this Agreement or in Government Code Section 65865.1. For purposes of this section, the term “successor in interest” shall mean any person having a legal or equitable interest in the whole of the Property, or any portion thereof as to which such person wishes to amend or cancel this Agreement. The pro cedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure for adopting and entering into this Agreement in the first instance. Notwithstanding the foregoing sentence, if t he City initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, City shall first give notice to the Owner of its intention to initiate such proceedings at least sixty (60) days in advance of the giving the public notice of intention to consider the amendment or cancellation.

2.5.2 O
perating Memoranda.

The provisions of this Agreement require a close degree of cooperation between the City and Owner and development of the Project hereunder may demonstrate that refineme nts and clarifications are appropriate with respect to the details of performance of the City and Owner. If and when, from time to time, during the term of this Agreement, the City and Owner agree that such clarifications are necessary or appropriate, the City and Owner shall effectuate such clarifications through operating memoranda approved by the City and Owner, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessa ry with future approval by the City and Owner. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Ma nager shall be authorized to make the determination on behalf of the City whether a requested clarification may be effectuated pursuant to this Section 2.5.2 or whether the requested clarification is of such a character to constitute an amendment hereof. T he City Manager shall be authorized to execute any operating memoranda hereunder on behalf of the City without further Planning Commission or City Council action.

2.5.3 Certificate of Performance.

Upon Completion of the Project or upon the earlier revoc ation or termination of this Agreement , the City shall provide Owner, upon Owner’s request, with a statement (“Certificate of Performance ”) evidencing such completion, revocation, or termination of this Agreement, and the release of Owner from further obl igations hereunder with respect to the Property except with respect to the obligations which expressly survive such termination pursuant to Sections 3.9 (Rent Control), 4.2.2 (Development Impact Fees), 9 (Third Party Litigation) and 11.22 (Attorneys’ Fees) . The Certificate of Performance shall be signed by the appropriate agents of Owner and the City and shall be recorded with the County Recorder. Such Certificate of Performance is not a notice of compl etion as referred to in California Civil Code Section 8182.
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2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreem ent as set forth in Section 2.3; or
(b) C ompletion of the Project to be developed and constructed on the Property in accordance with the terms of this Agreement.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agr eement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performa nce of the provisions of this Agreement which has occurred prior to such termination or with respect to any right and/or obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by Owner to City for residential units on which construction has not yet begun shall be refunded to Owner by City to the extent payment has been received.

2.7 Notices.
(a) As used in this Agreement, “ notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, cons ent, waiver, appointment, or other communication required or permitted hereunder. (b) All notices shall be in writing a nd shall be considered given either: (i) when deliver ed in person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed env elope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below.

All notices shall be addressed as follows:
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If to City:

Scott Ochoa, City Manager
City of Ontario
303 East “B” Street
Ontario, CA 91764
If to Owner:

OTC Lot B Owner, LLC
c/o Adept Urban
388 Cordova Street, #280
Pasadena, CA 91101
Attention: Patrick Chraghchian; Robert
Montano
Email:[email protected];
[email protected]

with a copy to:

Ruben Duran, City Attorney
Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761

with a copy to:

Munger, Tolles & Olson LLP
350 S. Grand Avenue, 50
th Floor
Los Angeles, CA 90071
Attention: Misty M. Sanford, Esq.

Email: [email protected]

(c) Either party may, by notice given at any time, require subsequ ent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Development of the Project ; Rights to Develop.

3.1.1 Development of the Project . In consideration of the premises, purpose s, and intentions set forth in this Agreement , and in consideration of the assurances for development of the Project pursuant to this Agreement , Owner agrees to develop the Project in accordance with: (i) the terms and conditions of this Agreement; (ii) the terms and conditions established in the Developm ent Approvals; and (iii ) the Existing Land Use Regula tions. Owner further agrees that the use, density and intensity, maximum height and size of structures and provisions for the Property reservation and dedication of land for public purposes related to t he Property shall be limited to those uses permitted by the Existing Land Use Regulations . The Project shall be developed in accordance w ith the Development Approvals . The Project shall be constructed in compliance with all applicable building codes and standards, as such may be modified from time to time.

3.1.2 R
ights to Develop. Subject to the terms of this Agreement including the Reservations of Authority, Owner shall have a vested right to develop the Project in accordance with the Existing Land Use Re gulations, subject to the terms and conditions of thi s Agreement and the conditions established in the Development Approvals. The Projec t shall remain subject to all Development Approvals required to complete the Project. Except as otherwise provided in this Agreement, the permitted uses of the Property, t he density and intensity of use, the 142
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maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations.

3.2 Effect of Agreement on Land Use Regulations . Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations, and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Developme nt Approval, City shall exercise discretion in accordance with the same manner as it exercises its discretion under its police powers, including the Reservations of Authority set forth herein; provided however, that such discretion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 T
iming of Development . The parties acknowledge that Owner cannot at this time predict when or the rate at which the Phased Development will be developed. Such decisions depend upon numerous factors which are not within the control of Owner, such as market orientation and demand, interest rates, absorption, completion, and other similar fac tors. Since the California Supreme Court held in Par dee Construction Co. v. City of Camarillo (1984) 37 Ca1. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agr eement, it is the parties’ intent to cure that deficiency by acknowledging and providing that Owner shall have the right to develop (without the obligation) the Property in such order and at such rate and at such times as Owner deems appropriate within the exercise of its sole and subjective business judgment during the term of this Agree ment. Notwithstanding the foregoing, subject to (a) Force Majeure Events , (b) up to three one -year extensions of time (provided, however, that (i) only the first one -year extension may be requested by Owner unilaterally and thereafter such extensions must be approved by the City Manager and (ii) such extensions shall not apply to the first milestone (i.e., submission of the building application) for the first of the Lot s of the Phased Development to be developed) and (c) any extensions of entitlements or p ermits granted by any governmental authority on a statewide, citywide or countywide basis , Owner shall achieve the foll owing milestones in accordance with the following schedule:

Event Date

1. Submission by Owner of building permit
application to the City for the Project

On or before one hundred eighty
(180) days following the date a final
Certificate of Occupancy is issu ed
with respect to the building(s) of the
immediately prior phase.

2. Commencement of Construction of the
Project

On or before two (2) y ears following
the date a final Certificate of
Occupancy is issued with respect to
the building(s) of the immediately
prior phase.
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In order to achieve this milestone,
City agrees to complete its review of
(a) Owner’s initial plan check
submission within t wenty-one (21)
days after receipt of such initial
submission by City (provided,
however, prior to such submission
Owner and the City shall meet to
review the proposed application), and
(b) any additional submissions
required to obtain the required
permits for the project within
fourteen (14) days following receipt
of such additional submissions by
City. There shall be a day -for-day
extension of this Commencement of
Construction milestone if the City
fails to timely respond to such
submissions within the t ime periods
set forth above (each, a “ City
Response Delay”).

3.4 Requirement for Public Infrastructure Improvement s. Owner shall comply with any conditions of the Deve lopment Approvals with respect to providing public infrastructure improvements or f acilities, if any , to the extent required in connection with the Project (as opposed to the other Lots within the Phased Development).

3.5 C hanges and Amendments. The pa rties acknowledge that refinement and further development of the Project will requir e Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event Owner finds t hat a change in the Existing Development Approvals is necessary or appropriate, Own er shall apply for a Subsequent Development Approval to effectuate such change and City shall process and act on such application in accordance with the Existing Land Use R egulations, except as otherwise provided by this Agreement including the Reservations of Authority. Unless otherwise required by law, as determined in City ’s reasonable discretion, a change to the Existing Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not:
(a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a w hole; (other than in de minimis amounts); or,
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(c) Increase the maximum height and size of permitted buildings (other than in de minimis amounts); or,
(d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or,
(e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code.

3.6 Reservations of Authority.

3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the City shall not be prevented from applying new rules, regulations, and policies upon the Owner , nor shall a development agreement prevent the City from denying or conditionally approving any subsequent development project application on the basis of such new rul es, regulations, and policies where the new rules, regulations and policies consist of the following:

(a) Processing fees by City to cover its actual costs of processing applications for, or monitori ng compliance with, any development approvals granted for the performance of any conditions imposed on the Project, unless otherwise waived by the City in writing;

(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, and any other matter of procedure;

(c) Regulations, policies , and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the City and any local amendments to those codes adopted by t he City; provided however that, Owner shall have a vested right to develop the Prope rty in accordance with, and to the extent of, the standards and specifications that are expressly identified in the Specific Plan;

(d) Regulations that may conflict with this Agreement or Existing Land Use Regulations but that are reasonably necessary to protect the residents of the project and/or of the immediate community from a condition perilous to their health or s afety; and are generally applicable on a citywide bas is (except in the event of natural disasters as found by the City Council such as floods, earthquakes, pandemics and similar acts of God);

(e) Reserved;

(f) Regulations to which the Owner consents in writing.

3.6.2 Subsequent Development Approvals . This Agreement shall not prevent City, in acting on Subsequent Development Approvals, from applying Subsequent Land Use 145
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Ontario City CouncilAugust 2, 2022

Ontario City Council
August 2, 2022