Agenda packet — Ontario City Council, July 7, 2026 (part 2 of 6)

B. Traffic Engineering Documents

1. Updates to Signing & Striping, Traffic Signal, Street Lighting, and Fiber Plans by TJW required as a result of the roadway width changes requested by the City.

C. Dry Utility Documents

1. Updates to Grand Park Dry Utility Plans and SCE application by RGI as a result of the roadway width changes requested by the City.

D. Landscape Architecture Documents

1. Updated Hardscape and Layout Plans reflecting the street and sidewalk changes. Changes include new curb alignment, shifted sidewalk, fence, wall, and monument plans.

2. Updated Planting Plans reflecting the layout changes and the additional scope area.

3. Updated wall, fence, sign, and monument details.

E. Irrigation Documents

1. Updated Irrigation Plans and Calculations to reflect the plan changes.

F. Services not outlined above will be provided as Additional Services for an amount to be agreed upon between the parties in writing.

G. The duration to complete these services will not exceed four (4) weeks.

H. Fees

1. Fees for services described above shall be provided for the fixed sum of One Hundred Sixteen Thousand Four Hundred ($116,400) Dollars as outlined below:

Description of Services Fee
Civil Engineering – TAIT $46,000
Traffic Engineering – TAIT $17,300
Dry Utility Documents – TAIT $9,200
Irrigation – Glasir $4,500
Sub-Consultant Total $77,000
SWA Sub-Consultant Management Fee (20%) $15,400
Landscape Architecture Documents - SWA $24,000
Total Fee $116,400

2. Services provided and fees will not change the not-to-exceed contract value for Contract Number 20600. 131
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If this is not your understanding, or if you have questions regarding the above, please contact Principal Steve Rydzon at [email protected].

Services provided and fees will not change the not-to-exceed contract value for Contract Number 20600.

We request a written Amendment for these services to commence with work.

Sincerely yours,
SWA Group
Sean O’Malley
Contracting Agent
Landscape Architect, CA License #3286
Landscape Architects are licensed by the State of California SOM/SR/dp
Proposal copyright ©2026 by SWA Group. No portion of this proposal may be copied or distributed without the written permission of SWA Group.
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EXHIBIT A
133
Department: Financial Services
Prepared By: Matthew Hernandez
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 10
SUBJECT: APPROVAL OF THE DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (FILE NO.

PDIF22-002) AND MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF

ONTARIO AND PROLOGIS LP FOR INFRASTRUCTURE CONSTRUCTION ASSOCIATED WITH PARCEL MAP 20273, LOCATED BETWEEN GROVE AVENUE,

CARPENTER AVENUE, EUCALYPTUS AVENUE, AND MERRILL AVENUE, WITHIN THE

MERRILL COMMERCE CENTER SPECIFIC PLAN

CITY OF ONTARIO
Agenda Report
July 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council approve the Development Impact Fee Credit Agreement (File No. PDIF22-002) and Memorandum of Agreement between the City of Ontario and Prologis LP, located east of Grove Avenue, south of Eucalyptus Avenue, north of Merrill Avenue, and west of Carpenter Avenue, within the Merrill Commerce Center Specific Plan, and authorize the City Manager to execute the Agreement.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT: Approval of the proposed Development Impact Fee (“DIF”) Credit Agreement (File No. PDIF22-002) will result in no fiscal impact to the City’s General Fund. The Development Plan and related conditions of approval (“COA”) require Developer to construct fiber optic, sewer, storm drain, streets, and water infrastructure improvements with an estimated cost of $108,964,578 and limited to a total maximum eligible DIF credits of $93,778,032 due to the cost sharing agreement between Euclid Land Venture LLC and Prologis LP. The proposed DIF Agreement defines the amount of DIF credit and reimbursement the Developer may be eligible to receive. The Developer is conditioned to construct these infrastructure improvements from Grove Avenue to Carpenter Avenue alongside Eucalyptus Avenue and Merrill Avenue, including Walker Avenue, Baker Avenue, and Vineyard Avenue, that are included in the City’s DIF Program and the City’s Capital Improvement Program. The DIF credit the Developer will receive upon completion of the infrastructure improvements may be exchanged for a refund of DIF fees that were paid by the 134
Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

The Memorandum of Agreement (MOA) has no fiscal impact to the City's General Fund. The request states in addition to the repayment of Development Impact Fees from the DIF Credit Program, the City will pay for the difference between the construction costs incurred and the original refund conditioned in the DIF Credit Agreement limited to that respective DIF category. The payment will be made from the collection of Development Impact Fees from northern development sites benefitting from the infrastructure built. The current estimated difference between construction costs and Development Impact Fees paid is $76,712,282 and is still subject to an audit and review by the City. Through a preliminary review, the City will honor one half or $38,356,141 of this amount. Whereas the remaining payment amount of $38,356,141 is contingent on the audit and review.

BACKGROUND & ANALYSIS: On May 4, 2021, the City Council approved the Development Agreement (File No. PDA18-004) for Parcel Map 20273. In accordance with the Development Agreement and related conditions, the Developer is required to construct DIF Program infrastructure to serve Parcel Map 20273. Improvements include installation of fiber optics, sewer, storm drain, streets, and water facilities from Grove Avenue to Carpenter Avenue alongside Eucalyptus Avenue and Merrill Avenue, including Walker Avenue, Baker Avenue, and Vineyard Avenue.

Pursuant to the City's adopted DIF Credit and/or Reimbursement policies, construction of DIF Program facilities requires the Developer and the City to enter into a DIF Credit and/or Reimbursement Agreement, which specifies the infrastructure to be constructed by the Developer and includes an estimate of the maximum DIF credit that may be applied in the applicable Regional/Local DIF categories. These infrastructure improvements are within the Ontario Ranch fiber optics, sewer, storm drain, street, and water system categories. Since the maximum eligible costs in the Agreement for the required infrastructure exceeds the Developer’s DIF obligation, the Developer is eligible to receive DIF Credit under the proposed Agreement.

On April 15, 2025, City Council gave the authorization to establish an implement a redemption program for unused New Model Colony Development Impact Fee (DIF) Certificates in accordance with underlying agreements and applicable law.

In the case of Prologis LP, there was a considerable amount of infrastructure built on behalf of the City on the Southwest side of the Ontario Ranch. Given the benefit to all the infrastructure constructed will provide to adjacent and northern projects, the City is proposing that the Council use Development Impact Fees collected from nearby beneficiaries to reimburse Prologis LP for a portion of the construction cost building on behalf of the City. 135
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103
File No. PDIF 22-002

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT

FOR FACILITY CONSTRUCTION
By and Between
City of Ontario
a California municipal corporation
and
Prologis L.P.
a Delaware limited partnership
, 2026
San Bernardino County, California
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1 DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR FACILITY
CONSTRUCTION BY AND BETWEEN THE CITY OF ONTARIO AND PROLOGIS L.P.

FILE NO. PDIF22-002
This DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (“DIF Credit Agreement”), entered into this ______ day of _________, 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and Prologis L.P., a Delaware limited partnership, hereinafter referred to as the “Developer.”

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the Merrill Commerce Center Specific Plan (“Specific Plan”) and Parcel Map No. 20273 (the “Parcel Map”). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (the “Property”). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

B. As a condition of the development approvals for the Property, including the Specific Plan and Parcel Map approvals, the Developer is required to construct those public improvements identified on Exhibit 3, consisting of certain master planned public infrastructure and improvements, (hereinafter referred to collectively as the “Improvements”) The estimated costs for the design and construction of the Improvements are set forth in Exhibit 4. Both Exhibits 3 and 4 are attached hereto and incorporated herein by reference.

C. On July 1, 2003, City Ordinance No. 2779 was adopted establishing certain development impact fees (“DIF Fees”) to be paid as a condition to the issuance of certain entitlements within the City. Section 7 of Ordinance 2779 authorizes the City Manager, when he or she determines that the public interest would be served by such an agreement, to execute agreements on behalf of the City with applicants in order to provide a credit to the applicant against certain DIF Fees in exchange for the applicant’s construction and dedication of public improvements, upon reasonable terms and conditions as may be determined on a case by case basis and subject to City Council approval.

D. City and the previous owner of the Property previously entered into a statutory development agreement (File No. PDA 18-004), pursuant to Section 65864, et seq., of the Government Code, (“Development Agreement”) and such Development Agreement has been assigned to Developer and Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements identified in Exhibit 3 and such Improvements are included in the City’s Development Impact Fee (DIF) Program as a project, or a portion of a project and eligible for credits against DIF Fees. 137
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2 E. City and Developer have agreed that the costs to design and construct the Improvements shall be eligible for DIF Credit in accordance with the City’s [Ontario Ranch] DIF Credit policies as contained in the City’s DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2005-005, 2005-099, 2007-023, 2007-150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, and 2025-010.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

1. Definitions. For purposes of this Agreement, the terms below shall be defined as follows:
“Acceptable Title” means title to land or an interest therein required for the operation of an Improvement, in form acceptable to the City Manager, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the City Manager as not materially interfering with the actual or intended use of the land or interest therein required for the operation of an Improvement. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute “Acceptable Title.”
“Acceptance Date” means the earlier of (i) the date the City Manager or his or her designee takes final action, in writing, to accept dedication or transfer of an Improvement or (ii) the date determined pursuant to Section 3 below. “Bid Documents” means all designs, bid documents, construction plans and specifications, system layout drawings and other construction documents and permits relating to an Improvement.
“Certificate of DIF Credit” means a City certificate for the issuance of DIF Credit to Developer in the form attached hereto as Exhibit 5. “City DIF Program and Policies” means Ordinance Nos. 2779 and 2780 and Resolution Nos. 2003-39, 2003-070, 2019-135, 2022-133, 2023-036, and 2025-010, as may be amended from time to time.
“City Manager” means the City Manager of the City or his or her designee. “City Engineer” means the City’s City Engineer or his or her designee. “Completed”, “Complete” and “Completion” with respect to an Improvement means that such Improvement has been completed in accordance with its Bid Documents, including any final “punch list” items, as approved in writing by the City Engineer, which approval shall not be unreasonably withheld, and that such Improvement is Usable. Notwithstanding the foregoing, if an Improvement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property 138
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3 is only a portion of a larger work of improvement, then a determination of “Completed” or “Completion” with respect to that Improvement shall be made only as to that Improvement and not with respect to the larger work of improvement of which it is a portion. “Credit Request” means a document, substantially in the form of Exhibit 6, to be used by Developer in requesting DIF Credits with respect to one or more Improvements.
“Days” shall mean business days unless otherwise stated. “Developer Contract” means a contract between the Developer and a qualified contractor awarded for the construction of the Improvements at the direction of Developer.
“Development Agreement” has the meaning set forth in Recital D above. “DIF” or “Development Impact Fees” or “DIF Fees” means the development impact fees imposed within the City pursuant to City Ordinance Nos. 2779 and 2780 and City Resolution Nos. 2003-039, 2003-070, 2005-005, 2005-099, 2007-023, 2007-150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135 2022-133, 2023-036, 2025-010, and any subsequent City ordinances and resolutions lawfully adopted by the City Council to update or modify such development impact fees. “DIF Credit” means credits earned against the payment of DIFs pursuant to this Agreement.
“DIF Obligation” means the amount of Developer’s total obligation for Development Impact Fees in either the Regional or Local Adjacent portion of a DIF category for the Property. Developer’s DIF Obligation amounts for each DIF Category shall be as provided in Exhibit 4.
“DIF Program” means the Development Impact Fee Program and the capital improvement projects and public infrastructure identified in the Development Impact Fee Program, adopted and amended by the City from time to time. “Effective Date” means the date set forth in the first paragraph of this Agreement.
“Eligible Cost” means the substantiated cost of an Improvement to be used in calculating DIF Credit amounts, which costs may include: (i) the costs for the construction (including grading) of such Improvement, (ii) costs directly related to the construction and/or acquisition of the Improvement, such as costs of payment, performance and/or maintenance bonds, the professional costs of material testing, and insurance costs (including costs of any title insurance required); (iii) the cost of acquiring any real property or interest therein in order to construct or operate the Improvement, (iv) the fees paid to the City and any other governmental agencies for, and all other costs 139
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4 incurred in connection with, obtaining permits, licenses or other governmental approvals for such Improvement, (v) the costs incurred in preparing Bid Documents and the related costs of geotechnical and environmental evaluations of the Improvement, (vi) costs of construction and project management, administration and supervision (but only up to five percent (5%) of the costs described in clause (i) above) incurred for the construction of such Improvement, (vii) professional costs associated with such Improvement, such as design, engineering, accounting, inspection, construction staking, and similar professional services including legal services related to the review of construction contracts. The maximum amount of Eligible Costs described in clauses (v) through (vii) shall be limited to a total of fifteen percent (15%) of the costs described in clause (i).

Costs prior to the effective date of the agreement shall be eligible so long as the costs are approved by the City as they are DIF Project related according to the exhibits in the agreement.
“Improvement” or “Improvements” means the public improvements required to support the development of the Property as described in Exhibit 3 to the extent required by the applicable conditions of approval.
“Program Cost” or “DIF Program Cost” means the estimated cost of an Improvement identified in the “Nexus Study” referenced in City Resolution No. 2003-039 as it may be modified, supplemented or superseded from time to time. The Program Cost to be applied shall be the Program Cost in effect at the time the DIF Credit Request is submitted to the City.
“Usable” shall mean that, with respect to any particular Improvement, the Improvement is actually usable for its intended purposes, and includes, for water Improvements connection to the applicable water supply, for sewer Improvements connection to an applicable disposal system, and for recycled water Improvements connection to a treated water supply and distribution system. Notwithstanding the foregoing, if an Improvement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property is only a portion of a larger work of improvement, then a determination of whether that Improvement is “Usable” shall be made only with respect to that Improvement and not with respect to the larger work of improvement of which it is a portion.

2. Construction and Funding of Improvements by Developer. Developer shall commence the Improvements in accordance with the terms of the Development Agreement and individual Parcel Map, including any extension thereof. Upon commencement of the Improvement(s), Developer agrees to proceed expeditiously with the construction of the Improvement(s) under the terms herein. For the purposes of this Agreement, commencement of the Improvements shall mean when Developer receives the first permit from City for grading of the Property. If Developer is unable or unwilling to proceed with, and Complete, the construction of the Improvement(s) for any reason, and subject to the provisions in Section 17 below, Developer shall be considered to be in default of this Agreement. City and Developer agree that Developer shall award, or cause to be awarded, all contracts for the construction of the Improvements and that this Agreement as necessary to assure the timely and satisfactory Completion of such 140
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5 Improvements. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of the Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall not be relieved of its obligation to construct the Improvements and cause title to the Improvements to be conveyed to the City even if the DIF Credit Amount is less than the actual cost of the Improvements.

3. Inspection and Acceptance of Completed Improvement by City. City shall make or shall cause to be made periodic site inspections of Developer’s construction work. The Acceptance Date for each Improvement constructed by Developer shall occur no later than twenty (20) Days following the last to occur of the following:
(a) the City Engineer’s determination that the Improvement is Complete; (b) the City Manager’s determination that Acceptable Title with respect to the Improvement is available for acceptance;
(c) Developer’s provision of one (1) set of “as-built” or record drawings or plans for the Improvement, certified and reflecting the condition of the Improvement as constructed; and
(d) Developer’s provision of such evidence or proof as the City Manager shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the Improvement have been paid and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. Alternatively, rather than await the expiration of the time for the recording of claims of liens, Developer may elect to provide a title insurance policy or other security acceptable to the City Manager guaranteeing that no such claims of liens will be recorded or become a lien upon any of the real property required for the Improvement.

4. Conveyance of Acceptable Title to City. Acceptable Title to all property on, in or over which, the Improvement will be located, shall, prior to and as a condition precedent to the City’s acceptance of any Improvement, be conveyed to City by way of an irrevocable offer of dedication of such property on the Parcel Map or by a separate recorded instrument, and such conveyance of interest has been approved by the City as being a sufficient interest therein to permit the City to properly own, operate and maintain such Improvement. Developer agrees to assist the City in obtaining such documents as are required to obtain Acceptable Title. Completion of the transfer of Acceptable Title shall be evidenced by recordation of the acceptance thereof by the City Manager or his designee.

5. Maintenance and Warranties to be provided to City. Developer shall maintain the Improvement in good and safe condition until the Acceptance Date of the Improvement. Prior to the Acceptance Date, Developer shall, at its sole cost and 141
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6 expense, be responsible for performing any required maintenance on the Improvement.

On or before the Acceptance Date of the Improvement, Developer shall assign to the City all of Developer’s rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third persons with respect to such Improvement.

After the Acceptance Date, City shall be solely responsible for maintenance of the Improvement. With respect to the Improvement, Developer shall warrant that the Improvement is free from defects in materials and construction defects (and shall correct or cause to be corrected any such defects at Developer’s expense) for a period of one year from the Acceptance Date thereof (the “Warranty Period”) and Developer shall provide a bond reasonably acceptable in form and substance to the City for such period and such purpose to insure that such defects that appear within said period will be repaired, replaced or corrected by Developer, at its own cost and expense, to the reasonable satisfaction of the City Manager. During the Warranty Period, Developer shall continue to repair, replace or correct any such defects within thirty (30) Days after written notice thereof by the City Manager to Developer, and shall complete such repairs, replacement or correction as soon as practicable. Any warranties, guarantees or other evidences of contingent obligations of third persons with respect to the Improvement shall be delivered to the City Manager, in writing, as part of the transfer of title.

6. Issuance of DIF Credit to Developer. Developer shall receive DIF Credits based upon the verified Eligible Costs of the Improvement (or accepted portion of the Improvement). Issued DIF Credits shall specify the DIF Credit infrastructure category and whether the DIF Credit is for construction of a Regional or Local Adjacent DIF Program Improvement.

7. Limitations on the Issuance of DIF Credit to Developer upon Completion of an Improvement. The amount of DIF Credit to be issued by City shall be limited to the amount of the DIF Program Costs for the Improvement (or accepted portion of the Improvement). The DIF Program Costs identified in the City’s DIF Program shall be subject to change, from time to time, as part of the continuing update of the City’s DIF Program. The DIF Program Costs for the Improvement (or accepted portion of the Improvement) shall be those in effect at the time the DIF Credit Request is submitted to the City.
(a) To the extent that the Developer incurred costs for the design of the Improvements, Developer agrees that the DIF Credit, up to ten percent (10%) of the DIF Program Costs for such design cost portion of the Improvements shall be issued to the Developer.
(b) The DIF Credit that the Developer will receive upon Completion of the Improvements may be exchanged for a refund of DIF that was paid by the Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

8. Issuance of a DIF Credit Certificate. When an Improvement is Complete, Developer shall submit a DIF Credit Request to City with all supporting documentation evidencing the total actual Eligible Costs of the Improvement at the time of submittal. The City Manager or designee shall determine the completeness of the DIF Credit Request 142
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7 and notify Developer of whether the DIF Credit Request is considered complete or if additional information is needed from Developer. Once the DIF Credit Request is considered complete, the City Manager or designee shall use his or her best efforts to determine the total actual Eligible Costs of the Improvements and provide Developer with a Certificate of DIF Credit within twenty (20) Days following receipt of the completed DIF Credit Request.

9. DIF Program Modifications. The estimated cost in the City’s DIF Program for DIF Improvements (or defined portions of DIF Improvements) as listed in Exhibit 4 and Developer’s total DIF Obligation amount may be modified from time to time based on modifications to the City’s DIF Program.

10. Assignment of DIF Credits. Developer shall have the right to transfer or assign DIF Credits provided for herein, to any person, partnership, limited liability company, joint venture, firm or corporation; provided, however, that any such sale, transfer or assignment shall only be made in strict compliance with the following:
(a) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, Developer (i) shall notify the City Manager, in writing, of such sale, transfer or assignment and (ii) shall provide the City with an executed agreement, by purchaser, transferee or assignee that identifies the amount of DIF Credits transferred.
(b) Except for the limited assignment above of DIF Credits, any assignment by Developer of any of the obligations of Developer under this Agreement (a “DIF Improvement Assignment”) with regards to the Improvements listed in Exhibit 4, shall identify the Improvements that are the subject of the Assignment Agreement and require the written approval of the City Manager, which approval shall not be unreasonably withheld so long as adequate security as determined by City in its sole discretion, is in place to secure the Completion of the subject Improvements and any DIF Improvement Assignment not made in strict compliance with the foregoing conditions (other than a transfer under Section 19 below) shall, unless such obligations are performed by Developer when required by this Agreement notwithstanding such assignment, constitute a default by Developer and City shall have no further obligations with regard to acceptance of Certificates of DIF Credit issued to Developer, including any DIF Credit assigned or transferred by Developer.
(c) If Developer enters into a DIF Improvement Assignment with a successor in interest with respect to all or a part of the Property (a “Successor Developer”) in accordance with Section 10(b) and the Successor Developer obtains DIF Credit pursuant to this Agreement upon its completion of the Improvements identified in the DIF Improvement Assignment, then
(i) such Successor Developer shall have the right to sell, transfer or assign to Developer, and Developer shall have the right to acquire from such Successor Developer, all or a portion of such DIF Credit by complying only with Section 10(b) above, and
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8 (ii) Developer shall have the right to sell, transfer or assign all or a portion of such DIF Credit to other Successor Developers who acquire other portions of the Property by complying only with Section 10(b) above, if the sale, transfer or assignment of such DIF Credit occurs concurrently with the conveyance of another portion of the Property to the other Successor Developer.

11. Additional Documents/Actions. The City Manager is authorized to approve and execute any documents and to take any actions necessary to effectuate the purposes of this Agreement.

12. Integration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. This Agreement and that certain Memorandum of Agreement Regarding Development Impact Fee Credits (“MOA”), recorded concurrently herewith, are companion documents and are intended to be interpreted together. The MOA supplements this Agreement with respect to, among other things, the timing and methodology for monetization of certain DIF Credits.

13. Prevailing Wages. Developer is aware of the requirements of California Labor Code Section 1720, et seq. (as amended by Stats 2001 ch. 938 § 2 (S.B. 975)), and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq. (collectively, the "Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. The Bid Documents and each Developer’s Contract shall require all contractors for the construction of Improvements to pay prevailing wages in accordance with the applicable provisions of the Labor Code. Developer shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Developer's principal place of business and at the project site. Developer shall defend, indemnify and hold the City, its officials, officers, employees, agents, contractors and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

14. Default and Force Majeure.
(a) Default. Failure or delay by Developer or City to perform any of its obligations under this Agreement constitutes a default by such party under this Agreement. The party alleged to be in default shall have thirty (30) days after the date of the written notice by the other party to commence to cure such default. The party alleged to be in default shall diligently pursue such cure to completion within thirty (30) days or a reasonable timeframe if such default cannot be reasonably cured within thirty (30) days, as established in the written notice provided by the party asserting the default. If the party alleged to be in default has not cured its default within the cure period set forth therein, the defaulting party shall be deemed in breach. Any failure or delay in giving such notice or in asserting any rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive the party not in default of its rights to institute and maintain any actions or proceedings which it may deem 144
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9 necessary to protect, assert or enforce any of its rights or remedies. If any default by Developer is not cured within the time period provided by the City, City shall be entitled to terminate this Agreement in its entirety and thereafter, the City shall be under no obligation to perform any of City's obligations hereunder, including, but not limited to, the issuance of DIF Credits that Developer may claim.
(b) Force Majeure. Notwithstanding the provisions contained in the foregoing paragraph, performance by either party hereunder shall not be deemed to be in default where delay or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, epidemics, quarantine restrictions, freight embargoes, public transportation stoppage, governmental restrictions or priority, litigation brought by a third party, unusually severe weather, reasonably unforeseeable property conditions, acts of the other party, acts or failure to act of the other party or any other public or governmental agency or entity, or any causes beyond the control or without the failure of the party claiming an extension of time to perform (a “Force Majeure Event”).

An extension of time for any such cause (an "Excusable Delay") shall be for the time period of the delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of knowledge of the commencement of the cause or from the date of the notice if provided after such thirty-day period. Notwithstanding the foregoing, none of the foregoing events shall constitute an Excusable Delay unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming an Excusable Delay shall make a good faith effort to deliver such written notice within thirty (30) days after it obtains actual knowledge of the event. Times of performance under this Agreement may also be extended in writing by City and Developer. The Parties hereto expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of any of them (unless such conditions were caused by a Force Majeure Event) that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement are not Force Majeure Events and do not provide any Party with grounds for asserting the existence of a delay in the performance of any covenant or undertaking that may arise under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement, but that such inconvenience or hardship is not a Force Majeure Event and does not excuse the performance by such Party of its obligations under this Agreement. Without limiting the nature of the foregoing, the parties agree that the inability of Developer to obtain a satisfactory commitment from a construction lender for the improvement of the Property or to satisfy any other condition of this Agreement relating to the development of the Property shall not be deemed to be a Force Majeure Event or otherwise provide grounds for the assertion of the existence of a delay under this Section 14.

15. Licenses and Permits. The Developer shall secure (or shall cause to be secured) any and all permits that may be required by the City or any other governmental 145
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10 agency affected by the construction of the Improvements. The Developer shall be responsible for paying all applicable fees and charges to the City to obtain any land use entitlements and permits that are necessary to construct the Improvements.

16. Indemnification. The Developer agrees to protect, indemnify, defend and hold the City, and its respective officers, employees and agents, and each of them, harmless from and against any and all claims, losses, expenses, suits, actions, decrees, judgments, awards, attorney’s fees, and court costs (collectively “Damages”) that the City, or its respective officers, employees and agents, or any combination thereof, may suffer or that may be sought against or recovered or obtained from the City, or its respective officers, employees or agents, or any combination thereof, as a result of or by reason of or arising out of or in consequence of (a) the acquisition, construction, or installation of the Improvements; (b) the untruth or inaccuracy of any representation or warranty made by the Developer in this Agreement or in any certifications delivered by the Developer hereunder; or (c) any act or omission of the Developer or any of its subcontractors, or their respective officers, employees or agents, in connection with the Improvements. If the Developer fails to do so, the City shall have the right, but not the obligation, to defend the same and charge all of the direct or incidental costs of such defense, including any reasonable attorneys’ fees or court costs, to and recover the same from the Developer.

Notwithstanding the foregoing, neither the City nor its respective officers, employees, or agents shall be indemnified, defended or held harmless against such Damages to the extent that such Damages have been caused by their sole active negligence or sole willful misconduct. The parties acknowledge and agree that the Developer shall be released from the indemnity, defense and hold harmless obligations set forth herein upon the acceptance of the Improvements by the City and completion of the Warranty Period for such Improvements.

17. Developer as a Private Developer. In performing under this Agreement, it is mutually understood that the Developer is acting as a private developer, and not as an agent of the City. The City shall have no responsibility for payment to any contractor, subcontractor or supplier of the Developer. Accordingly, this Agreement does not constitute a debt or liability of the City. The City shall not be obligated to advance any of its own funds or any other costs incurred in connection with the Project. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.

18. Other Obligations. Nothing contained herein shall be construed as affecting the Developer’s respective duty to perform its respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Property, which obligations are and shall remain independent of the Developer’s rights and obligations, and the City’s rights and obligations, under this Agreement; provided, however, that the Developer shall use its reasonable and diligent efforts to perform each and every covenant to be performed by it under any lien or encumbrance, instrument, declaration, covenant, condition, restriction, license, order, or other agreement, the nonperformance of which could reasonably be expected to materially and 146
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11 adversely affect the design, acquisition, construction and installation of the Improvements. This Agreement is not, and shall not be construed as, a statutory development agreement as authorized by Government Code sections 65864 et seq., and this Agreement shall not be interpreted as limiting the authority of the City to adopt and amend regulations concerning permitted uses of property, the density or intensity of use, the maximum height and size of proposed buildings, provisions for the reservation or dedication of land or the payment of impact fees for public purposes.

19. Binding on Successors and Assigns. Except as set forth in Section 10 or Section 23 hereof, neither this Agreement nor the duties and obligations of the Developer hereunder may be assigned to any person or legal entity other than an affiliate of the Developer without the written consent of the City, which consent shall not be unreasonably withheld or delayed. Neither this Agreement nor the duties and obligations of the City hereunder may be assigned to any person or legal entity, without the written consent of the Developer, which consent shall not be unreasonably withheld or delayed.

The agreements and covenants included herein shall be binding on and inure to the benefit of any partners, permitted and accepted assigns, and successors-in-interest of the parties hereto.

20. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer.

21. Waivers. No waiver of, or consent with respect to, any provision of this Agreement by a party hereto shall in any event be effective unless the same shall be in writing and signed by such party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

22. No Third Party Beneficiaries. No person or entity, other than the City, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

23. Mortgagee Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer, at Developer’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 Property. Developer shall have the right to encumber and assign its rights and interests hereunder to the lenders providing such financing as security for such financing without the consent of the City and without complying with Section 10 hereof. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. A mortgagee of the Property shall be entitled to the following rights and privileges:
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12 (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value, unless otherwise required by law. (b) The mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the mortgagee within ten (10) days following the sending of the notice of default to Developer. The mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of 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 Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer 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 by any mortgagee in possession shall be subject to the provisions of Section 10 of this Agreement.

24. Notices. Any written notice, statement, demand, consent approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Prologis L.P.
3546 Concours Street, Suite 100
Ontario, CA 91764
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt, Esq.

Email: [email protected]
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13 Phone: (949) 851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

25. Jurisdiction and Venue. City and the Developer (a) agree that any suit action or other legal proceeding arising out of or relating to this Agreement shall be brought in state or local court in the County of San Bernardino or in the Courts of the United States of America in the district in which the City is located, (b) consent to the jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection that it may have to the laying of venue or any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the City and the Developer agrees that a final and nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

26. Attorneys’ Fees. If any action is instituted to interpret or enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party thereto reasonable attorney’s fees and costs of such suit (including both prejudgment and post judgment fees and costs) as determined by the court as part of the judgment.

27. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

28. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

29. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

30. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Description of Improvements
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14 Exhibit 4 – Estimated Costs of Improvements
Exhibit 5 – Certificate of DIF Credit
Exhibit 6 – DIF Credit Request
Exhibit 7 – Form of Assignment, Sale, or Transfer of DIF Credit [Signatures On Next Page]
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15 IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
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16 “DEVELOPER”
PROLOGIS L.P.
a Delaware limited partnership
By: Prologis, Inc.
a Maryland corporation
its general partner
Dated: By:

Name:

Title:
152
17 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.

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. 154
19 Exhibit 1
Legal Description of Property
Parcel Map 20273
APNs: 105411105, 105412103, 105412104, 105412105, 105413103, and 105413104 155
20 Exhibit 2
Map of Property
Parcel Map 20273
156
21 Exhibit 3
Description of Improvements
DIF Eligible Facilities: The DIF Eligible Facilities consist of the following Components and Segments; provided, however, that each such Segment described below shall constitute a Segment for purposes of this Agreement only if such Segment was constructed by or on behalf of the Developer.
157
22 Exhibit 3 - Continued
158
23 Exhibit 3 - Continued
159
24 Exhibit 3 - Continued
160
25 Exhibit 4
Estimated Costs of Improvements
161
26 Exhibit 4 - Continued
162
27 Exhibit 5

CERTIFICATE OF DIF CREDIT
Pursuant to Section 6 of the Development Impact Fee Credit Agreement for Facility Construction by and between the City of Ontario and
_______________________________ dated _______________________, 20__, the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called the "Fee Credit Agreement" , the City of Ontario hereby certifies that Developer is entitled to the following amount and nature of DIF Credits:

Amount of Credit: $
Infrastructure Category of DIF:

Local Adjacent or Regional Category of DIF:

Scott Ochoa, City Manager
Dated:
163
28 Exhibit 6

DIF CREDIT REQUEST
The undersigned (the “Developer”), hereby requests DIF Credits in the DIF categories and amounts specified in Attachment 1 hereto. In connection with this Credit Request, the undersigned hereby represents and warrants to the City as follows:

1. He (she) is a duly authorized officer or representative of the Developer, qualified to execute this Credit Request on behalf of the Developer and is knowledgeable as to the matters set forth herein.

2. All costs of the Improvements for which credit is requested hereby are Eligible Costs (as defined in the Fee Credit Agreement) and have not been inflated in any respect. The Eligible Costs for which credit is requested have not been the subject of any prior credit request submitted to the City.

3. Supporting documentation (such as the applicable Developer Contract, third party invoices, lien releases and cancelled checks or other evidence of payment) is attached with respect to each cost for which credit is requested.

4. The Improvement for which credit is requested was constructed in accordance with the requirements of the Fee Credit Agreement.

5. Please issue a Certificate of DIF Credit to the Developer in the amount requested.

I declare under penalty of perjury that the above representations and warranties are true and connect.

DEVELOPER CITY
[INSERT ENTITY] Credit Request Approved
By: By:

Authorized Representative of Developer Scott Ochoa, City Manager Date: Date:
164
29 ATTACHMENT 1

FORM OF ASSIGNMENT, SALE, OR TRANSFER OF DIF CREDIT
FROM _______________ TO ___________________
This Sale or Transfer of DIF Credit (“DIF Credit Transfer”) is entered into as of _________, 20__, between __________________________, a __________ _______________“Transferor”)
and_______________________________________ (“Transferee”).

A. Transferor is doing business in the City of Ontario.

B. Pursuant to that certain Certificate of DIF Credit (the “Certificate”) issued by the City of Ontario to ___________, dated ____________, an amount of DIF Credit was made available to the Transferor for use in the City. A copy of the DIF Credit Certificate is issued to [***Entity***] by CITY is attached hereto and incorporated herein as Exhibit “C-2”.

C. Transferee is owner of real property within the City of Ontario and further described as Parcel Map or Tract Map No. _____ . (or other description of the property).

D. Pursuant to the terms of this DIF Credit Assignment, Transferee desires to receive from the Transferor, a share of the DIF Credit issued to Transferor doing business in the City.

For good, valuable and sufficient consideration received, the receipt of which is hereby acknowledged, the Transferor and Transferee hereby agree as follows:

1. TRANSFER
The Transferor hereby assigns, transfers and conveys to Transferee the DIF Credit of:

DIF Credit Category DIF Credit Amount

2. ACCEPTANCE
Transferee hereby accepts and assumes DIF Credit as listed above.

Transferee and CITY shall track DIF Credit as it is redeemed, and the remaining balance to be used, by completing, dating and initialing Exhibit “D-3” attached 166
31 hereto and incorporated herein. The original Exhibit “C-2” shall not be removed from this Transfer Agreement.

3. EFFECTIVE DATE.

This Transfer Agreement shall become effective as of the date first above written.

4. TRANSFEROR’S REPRESENTATIONS AND WARRANTIES.

The Transferor makes the following representations and warranties, which representations and warranties shall survive this DIF Credit Transfer:

The Transferor has the full power and authority to enter into this DIF Credit Transfer.

The execution, delivery and performance of this DIF Credit Transfer will not result in any violation or default under its organizational documents or any instruments to which the Transferor is a party.

From and after the date of this DIF Credit Transfer, the Transferor shall have no further rights, title or interest in or to the DIF Credit.

5. TRANSFEREE’S REPRESENTATION AND WARRANTIES.

Transferee makes the following representations and warranties, which representations and warranties shall survive this Transfer:

Transferee is the owner of Parcel Map or Tract Map No. _______ (or other property description) in the City of Ontario.

Transferee has the full power and authority to enter into this DIF Credit Transfer.

This DIF Credit Transfer, when executed, shall constitute a valid and legal obligation binding as to Transferee.

6. NOTICES.

All notices, consents, waivers and other communications under this DIF Credit Transfer must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties); (c) when received by the addresses as confirmed by a 167
32 confirmation receipt, if sent by facsimile to the appropriate facsimile number designated below (or to such other facsimile number as the parties may designate by notice to the other parties).

If to the Transferor: Entity Name: ______________
Address:__________________
_________________________
Attention: _________________
Phone: ___________________
Email: ____________________
If to Transferee: Entity Name:_______________
Address:__________________
_______________________
Attention: _______________
Phone: (___) ____________
Email: __________________

7. GENERAL PROVISIONS.

Severability. In the event that the application of any of the provisions of this DIF Credit Transfer are held to be unenforceable or invalid, the validity and enforceability of other applications of that provision and of the remaining provisions shall not be affected.

Counterparts. This DIF Credit Transfer may be executed in counterparts.

Entire Agreement. This DIF Credit Transfer contains the entire final understanding of and between the parties and supersedes any prior written or oral agreements between them respecting the subject matter of this DIF Credit Transfer. There are no representations, agreements, arrangements or understandings, oral or written, between the parties that are not fully set forth herein.

Construction. Every covenant, term and provision of this DIF Credit Transfer shall be construed simply according to its fair meaning and not strictly for or against any party.

No Modifications. No supplement, modifications or amendment to this DIF Credit Transfer shall be binding unless executed in writing by both parties.

Further Assurances. The Transferor and Transferee each agree to execute such other documents and perform such other acts as may be necessary or desirable to effectuate this DIF Credit Transfer. 168
33 No Third Party Beneficiaries. This DIF Credit Transfer Agreement is made and entered into for the sole protection and benefit of the parties hereto, the City of Ontario, and their respective successors and assigns. No other person or entity shall have any right of action based upon any provision of this DIF Credit Transfer Agreement.

IN WITNESS WHEREOF, the Transferor and Transferee have duly executed this DIF Credit Transfer as of the date first written above.

TRANSFEROR:

Entity Name __________________, a
By:

By:

TRANSFEREE:

Entity Name , a
By:

By:
(All Signatures must be notarized)
169
34 EXHIBIT “C-2” to Transfer of DIF Credit
(Certificate of DIF Credit)
(Original DIF Credit Certificate issued by City must be attached).
170
35 EXHIBIT “D-3” to Transfer of DIF Credit
Available DIF Credit Reconciliation
DIF Credit Category ________________________________
Assigned to: __________________________
Date Assigned to: ___________________
Transferee: ______________________________________
Date Transferred: ________________________________
Starting DIF
Credit Balance
Amount
Redeemed
Date Remaining
DIF Credit
Balance
City’s
Initials
Transferee’s
Initials
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103

MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
By and Between
City of Ontario
a California municipal corporation
and
Prologis L.P.
a Delaware limited partnership
, 2026
San Bernardino County, California
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1 MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
This MEMORANDUM OF AGREEMENT REGARDING DEVELOPMENT IMPACT FEE CREDITS (“Agreement”), entered into this ______ day of _________, 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and Prologis L.P., a Delaware limited partnership, hereinafter referred to as the “Developer.”

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the Merrill Commerce Center Specific Plan (“Specific Plan”) and Parcel Map No. 20273 (“Parcel Map”). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (“Property”). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

B. As a condition of the development approvals for the Property, including the Specific Plan and Parcel Map approvals, the Developer is required to construct those public improvements (“Improvements”) as described in that certain Development Impact Fee Credit Agreement For Facility Construction by and Between The City and Developer recorded concurrently herewith (“DIF Agreement”).

C. On July 1, 2003, City Ordinance No. 2779 was adopted establishing certain development impact fees (“DIF Fees”) to be paid as a condition to the issuance of certain entitlements within the City. Section 7 of Ordinance 2779 authorizes the City Manager, when he or she determines that the public interest would be served by such an agreement, to execute agreements on behalf of the City with applicants in order to provide a credit (“DIF Credits”) to the applicant against certain DIF Fees in exchange for the applicant’s construction and dedication of public improvements, upon reasonable terms and conditions as may be determined on a case by case basis and subject to City Council approval.

D. City and the previous owner of the Property have previously entered into a statutory development agreement (File No. PDA 18-004), pursuant to Section 65864, et seq., of the Government Code, (“Development Agreement”) and such Development Agreement has been assigned to Developer and Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements identified in Exhibit 3 and such Improvements are included in the City’s Development Impact Fee (DIF) Program (“DIF Program”) as a project, or a portion of a project and eligible for DIF Credits against DIF Fees.

E. Many of the Improvements required to be constructed by Developer are regional in nature and will benefit a much larger area beyond the Property, including, without limitation, areas within the broader Ontario Ranch area. The cost of these regional Improvements greatly exceeds both the DIF Fees Developer is required to pay 173
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2 in conjunction with the development of the Property and/or the ability of Developer to use or timely monetize such DIF Credits under the City’s current DIF Program.

F. City and Developer have agreed that the costs to design and construct the Improvements shall be eligible for DIF Credits in accordance with the City’s [Ontario Ranch] DIF Credit policies as contained in the City’s DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2019-135, 2022-133, 2023-036, and 2025-010 (and the City shall not favor other property owners with respect to the redemption of DIF Credits) in accordance with the monetization schedule described therein. The City shall issue DIF Credits to the maximum extent possible under the City’s DIF Program.

G. Developer’s DIF Credits will significantly exceed Developer’s DIF obligations given the extraordinary Improvements that Developer built that benefits the larger Ontario Ranch Area. Developer’s ability to monetize the DIF Credits under the existing DIF Program would otherwise take decades as such area develops. In recognition of the significant contribution by Developer to construct these regional Improvements, the City agrees to modify the DIF Program to accelerate the monetization of the DIF Credits for Storm Drainage, Sewer and Water Improvements constructed by Developer that benefit the portion of the Ontario Ranch that lies north of Eucalyptus Avenue earlier than currently allowed under the DIF Program. The DIF Credits subject to this acceleration are shown on Exhibit 3, attached hereto (“Monetized DIF Credits”).

H. The exact modifications of the DIF Program to accommodate the accelerated monetization mentioned above are not yet final. Notwithstanding the current lack of certainty, the City agrees to modify its DIF Program to incorporate provisions to accelerate the monetization of the Monetized DIF Credits above and beyond what would otherwise be monetized under the current DIF Program by December 31, 2026 that will provide for the monetization of such Monetized DIF Credits on or before December 31, 2033.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

1. Monetization. In recognition of the significant contribution by Developer to construct significant and costly regional infrastructure and the significant amount of unpaid DIF Credits in the larger system, the City agrees to modify its DIF Program by December 31, 2026. The modified DIF Program will provide for the monetization of such Monetized DIF Credits on or before December 31, 2033 above and beyond what would otherwise be monetized under the current DIF Program as follows: the accelerated monetization shall provide for fifty percent (50%) monetization based off of unaudited Developer requests, and any additional monetization will be based on the results of a City audit.
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3 2. Integration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. This Agreement and the DIF Agreement are companion documents and shall be interpreted together. The DIF Credit Agreement controls credit eligibility and administration, and this Agreement controls timing and monetization.

3. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer. The City Manager is hereby authorized to enter into with Developer minor modifications of this Agreement that do not materially impact the purpose or intent of this Agreement.

4. No Third Party Beneficiaries. No person or entity, other than the City, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

5. Notices. Any written notice, statement, demand, consent approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Prologis L.P.
3546 Concours Street, Suite 100
Ontario, CA 91764
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt, Esq.

Email: [email protected]
Phone: (949) 851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate confirmation, answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said 175
46700.10300\34006733.2
4 overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

6. Jurisdiction and Venue. City and the Developer (a) agree that any suit action or other legal proceeding arising out of or relating to this Agreement shall be brought in state or local court in the County of San Bernardino or in the Courts of the United States of America in the district in which the City is located, (b) consent to the jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection that it may have to the laying of venue or any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the City and the Developer agrees that a final and nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

7. Attorneys’ Fees. If any action is instituted to interpret or enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party thereto reasonable attorney’s fees and costs of such suit (including both prejudgment and post judgment fees and costs) as determined by the court as part of the judgment.

8. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

9. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

11. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Monetized DIF Credits
[Signatures On Next Page]
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5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
177
46700.10300\34006733.2
6 “DEVELOPER”
PROLOGIS L.P.
a Delaware limited partnership
By: Prologis, Inc.
a Maryland corporation
its general partner
Dated: By:

Name:

Title:
178
7 ACKNOWLEDGEMENT

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.

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.

PROLOGIS LP
PDIF 22-002

REGIONAL SEWER - ESTIMATED DIF CREDITS
Euclid Avenue - Kimball Avenue to Merrill Avenue [cost share with REDA] SW-002 9,239,620 Merrill Avenue Sewer - Grove to Walker SW-002 4,646,363 Merrill Avenue Sewer - Walker to Baker SW-002 2,237,138 Total Estimated Regional DIF Credits 16,123,121

ESTIMATED REGIONAL SEWER DIF FEES
Actual Regional Sewer DIF Fees paid 610,532
Remaining Estimated Regional Sewer DIF Fees 220,690
Total Estimated Regional DIF Fees 831,222

LOCAL ADJACENT SEWER - ESTIMATED DIF CREDITS
Walker Avenue - Merrill through Eucalyptus SW-008 3,125,195 Grove Avenue - Merrill through Eucalyptus [cost share with REDA] SW-009 4,321,730 Total Estimated Regional DIF Credits 7,446,925

ESTIMATED LOCAL ADJACENT SEWER DIF FEES
Actual Local Adjacent Sewer DIF Fees paid 714,862
Estimated Local Adjacent Sewer DIF Fees paid 255,542
Total Estimated Local Adjacent DIF Fees 970,404

LOCAL WATER - ESTIMATED DIF CREDITS
Merrill Avenue DW - Grove to Carpenter WT-011 3,955,314 Vineyard Avenue DW - Merrill through Eucalyptus WT-011 1,128,860 Baker Avenue DW - Merrill through Eucalyptus WT-011 772,416 Walker Avenue DW - Merrill through Eucalyptus WT-011 1,214,038 Grove Avenue DW - Merrill through Eucalyptus [cost share with REDA] WT-011 1,657,449 Carpenter Avenue RW - Merrill through Eucalyptus [cost share with REDA] WT-016 611,000 Vineyard Avenue RW - Merrill through Eucalyptus WT-016 521,738 Walker Avenue RW - Merrill through Eucalyptus WT-016 575,380 Grove Avenue RW - Merrill through Eucalyptus WT-016 1,136,511 Merrill Avenue RW - Grove to Carpenter WT-016 1,988,607 Eucalyptus Avenue RW - Carpenter to Baker WT-016 557,054 Eucalyptus Avenue RW - Baker to Grove WT-016 1,453,947
Total Estimated Local DIF Credits 15,572,314

ESTIMATED LOCAL WATER DIF FEES
Actual Local Water DIF Fees paid 3,169,762
Remaining Estimated Local Water DIF Fees 1,205,304
Total Estimated Regional DIF Fees 4,375,066
Estimated Regional Sewer Monetizable Amount
(Estimated Regional Sewer DIF Credits less
Estimated Regional Sewer DIF Fees)
$ 15,291,899
Estimated Local Sewer Monetizable Amount
(Estimated Local Sewer DIF Credits less
Estimated Local Sewer DIF Fees)
$ 6,476,521
Estimated Local Water Monetizable Amount
(Estimated Local Water DIF Credits less
Estimated Local Water DIF Fees)
$ 11,197,248

PRELIMINARY ESTIMATE OF DEVELOPER'S DIF FEE AWARD AND OBLIGATIONS RELATING TO THE MONETIZABLE DIF CREDITS 183
12 PROLOGIS LP
PDIF 22-002

ESTIMATED REGIONAL SEWER DIF FEES
Actual Regional Sewer DIF Fees paid 610,532
Remaining Estimated Regional Sewer DIF Fees 220,690
Total Estimated Regional DIF Fees 831,222

ESTIMATED LOCAL ADJACENT SEWER DIF FEES
Actual Local Adjacent Sewer DIF Fees paid 714,862
Estimated Local Adjacent Sewer DIF Fees paid 255,542
Total Estimated Local Adjacent DIF Fees 970,404

PRELIMINARY ESTIMATE OF DEVELOPER'S DIF FEE AWARD AND OBLIGATIONS RELATING TO THE MONETIZABLE DIF CREDITS

LOCAL STORM DRAIN - ESTIMATED DIF CREDITS
Merrill Avenue Storm Drain - Carpenter to Vineyard SD-041 3,953,687 Vineyard Avenue Storm Drain - Merrill to Eucalyptus SD-041 9,450,625 Eucalyptus Storm Drain - Vineyard to Walker SD-041 8,087,537 Grove Avenue Storm Drain - Merrill through Eucalyptus [cost share with REDA] SD-002 8,699,399 Merrill Avenue Storm Drain - Vineyard to Walker SD-014 7,072,342 Total Estimated Regional DIF Credits 37,263,590

ESTIMATED LOCAL STORM DRAIN DIF FEES
Actual Regional Storm Drainage DIF Fees paid 6,369,128
Remaining Estimated Regional Storm Drainage DIF Fees 1,837,963 Total Estimated Regional DIF Fees 8,207,091

LOCAL ADJACENT STREETS AND BRIDGE FACILITIES - ESTIMATED DIF CREDITS Vineyard Avenue Full Width Street - Eucalyptus to Merrill ST-022 4,400,893 Walker Avenue Full Width Street - Eucalyptus to Merrill ST-023 2,319,671 Grove Avenue Full Width Street - Eucalyptus to Merrill [cost share with REDA] ST-013 3,230,874 Merrill Avenue Half Width - Grove to Carpenter ST-015 8,257,974 Eucalyptus Avenue Full Width Street - Grove to Carpenter ST-011 4,865,283 Traffic Signal 4-Way at Baker and Merrill ST-024 577,200 Traffic Signal 4-Way at Vineyard and Merrill ST-024 724,100 Traffic Signal 4-Way at Vineyard and Eucalyptus ST-024 695,500 Traffic Signal 4-Way at Walker and Merrill ST-024 234,000 Traffic Signal 4-Way at Merrill and Grove [cost share with REDA] ST-024 677,162 Traffic Signal 4-Way at Eucalyptus and Grove [cost share with REDA] ST-024 677,162 Traffic Signal 4-Way at Eucalyptus and Walker ST-024 806,683 Traffic Signal 4-Way at Merrill and Carpenter ST-024 273,650 Total Estimated Local DIF Credits 27,740,152

ESTIMATED LOCAL ADJACENT STREETS AND BRIDGE FACILITIES DIF FEES Actual Local Adjacent Streets and Bridge Facilities DIF Fees paid 8,611,423 Remaining Estimated Local Adjacent Street and Bridge Facilities DIF Fees 4,438,614 Total Estimated Local Adjacent DIF Fees 13,050,037 $76,712,282 $ 29,056,499
Estimated Regional Storm Drain Monetizable
Amount (Estimated Regional Storm Drain DIF
Credits less Estimated Regional Storm Drain
DIF Fees)
$ 14,690,115
Total Estimated Monetizable Amount
Estimated Local Adjacent Storm Drainage
Monetizable Amount (Estimated Local Adjacent
Storm Drain DIF Credits less estimated Local
Adjacent Storm Drainage DIF Fees paid)
184
Department: Financial Services
Prepared By: Matthew Hernandez
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 11
SUBJECT: APPROVAL OF THE DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (FILE NO.

PDIF21-001, PDIF26-002, AND PDIF26-003) AND MEMORANDUM OF AGREEMENT

BETWEEN THE CITY OF ONTARIO AND EUCLID LAND VENTURE LLC EUCLID LAND VENTURE 2 LLC AND GROVE LAND VENTURE FOR INFRASTRUCTURE CONSTRUCTION ASSOCIATED WITH PARCEL MAP 20016, LOCATED BETWEEN

EUCLID AVENUE, GROVE AVENUE, EUCALYPTUS AVENUE, AND MERRILL AVENUE,

WITHIN THE ONTARIO RANCH BUSINESS PARK SPECIFIC PLAN AND SOUTH

ONTARIO LOGISTICS CENTER SPECIFIC PLAN

CITY OF ONTARIO
Agenda Report
July 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council approve the Development Impact Fee Credit Agreement (File No. PDIF21-001, PDIF26-002, AND PDIF26-003) and Memorandum of Agreement between the City of Ontario and Euclid Land Venture LLC, Euclid Land Venture 2, and Grove Land Venture for infrastructure construction associated with Parcel Map 20016, located east of Euclid Avenue, south of Eucalyptus Avenue, north of Merrill Avenue, and west of Grove Avenue, within the Ontario Ranch Business Park Specific Plan and South Ontario Logistics Center, and authorize the City Manager to execute the Agreements.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT: Approval of the proposed Development Impact Fee (“DIF”) Credit Agreement (File No. PDIF21-001, PDIF26-002, and PDIF26-003) will result in no fiscal impact to the City’s General Fund. The Development Plan and related conditions of approval (“COA”) require the Developer to construct fiber optic, sewer, storm drain, streets, and water infrastructure improvements with an estimated cost of $148,972,447 and limited to a total maximum eligible DIF credits of $133,785,901 due to the cost sharing agreement between Euclid Land Venture, LLC and Prologis LP. The proposed DIF Agreement defines the amount of DIF credit and reimbursement the Developer may be eligible to receive. The Developer is conditioned to construct these infrastructure improvements 185
from Euclid Avenue to Grove Avenue alongside Eucalyptus Avenue and Merrill Avenue, including Sultana Avenue, Campus Avenue, and Bon View Avenue. All segments are included in the City’s DIF Program and the City’s Capital Improvement Program. The DIF Credit Agreement states that the credit the Developer will receive upon completion of the infrastructure improvements may be exchanged for a refund of DIF fees that were paid by the Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

The Memorandum of Agreements (MOA) have no fiscal impact to the City's General Fund. The request states in addition to the repayment of Development Impact Fees from the DIF Credit Program, the City will pay for the difference between the construction costs incurred and the original refund conditioned in the DIF Credit Agreement limited to that respective DIF category. The payment will be made from the collection of Development Impact Fees from northern development sites benefitting from the infrastructure built. The current estimated difference between construction costs and Development Impact Fees paid is $62,839,697 and is still subject to an audit and review by the City. Through a preliminary review, the City will honor one half or $31,419,800 of this amount. Whereas the remaining payment amount of $31,419,897 is contingent on the audit and review.

BACKGROUND & ANALYSIS: On December 1, 2020, the City Council approved the Development Agreement (File No. PDA19-001) between the City of Ontario and Euclid Land Venture, LLC. In accordance with the Development Agreement and related conditions, the Developer is required to construct DIF Program infrastructure to serve Parcel Map 20016. On June 6, 2023, the City Council approved the Development Agreement (File No. PDA21-005) between the City of Ontario and Grove Land Venture, LLC. On July 18, 2023, the City Council approved the Development Agreement (File No. PDA21-006) between the City of Ontario and Euclid Land Venture 2, LLC. In accordance with the Development Agreements and related conditions, the Developer is required to construct DIF Program infrastructure to serve Parcel Maps 20016, 20161, and 20517. Improvements include installation of fiber optics, sewer, storm drain, streets, and water facilities from Euclid Avenue to Grove Avenue alongside Eucalyptus Avenue and Merrill Avenue, including Sultana Avenue, Campus Avenue, and Bon View Avenue.

The proposed Agreement complies with the City's DIF policies and conforms with the approved Development Plan and associated COA. Under the provisions of the City's DIF Program, the City Manager is authorized to execute this Agreement upon approval by the City Council. 186
On April 15, 2025, City Council gave the authorization to establish an implement a redemption program for unused New Model Colony Development Impact Fee (DIF) Certificates in accordance with underlying agreements and applicable law.

In the case of Euclid Land Venture LLC, Grove Land Venture, and Euclid Land Venture 2, there was a considerable amount of infrastructure built on behalf of the City on the Southwest side of the Ontario Ranch. Given the benefit to all the infrastructure constructed will provide to adjacent and northern projects, the City is proposing that the Council use Development Impact Fees collected from nearby beneficiaries to reimburse these entities for a portion of the construction cost building on behalf of the City.
187
46700.10300\34006733.2

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103
File No. PDIF21-001

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT

FOR FACILITY CONSTRUCTION
By and Between
City of Ontario
a California municipal corporation
and
Euclid Land Venture, LLC
a Delaware limited liability company
_________________, 2026
San Bernardino County, California
188
46700.10300\34006733.2
1 DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR FACILITY

CONSTRUCTION BY AND BETWEEN THE CITY OF ONTARIO AND
FILE NO. PDIF21-001
This DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (“DIF Credit Agreement”), entered into this _____ day of ______ 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and EUCLID LAND VENTURE, LLC, a Delaware limited liability company, hereinafter referred to as the “Developer.”

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the Ontario Ranch Business Park Specific Plan (“Specific Plan”) and Parcel Map No. 20016 (the “Parcel Map”). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (the “Property”). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

D. City and Developer previously entered into a statutory development agreement (File No. PDA19-001), pursuant to Section 65864, et seq., of the Government Code (“Development Agreement”). Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements identified in Exhibit 3 and such Improvements are included in the City’s Development Impact Fee (DIF) Program as a project, or a portion of a project and eligible for credits against DIF Fees.

E. City and Developer have agreed that the costs to design and construct the Improvements shall be eligible for DIF Credit in accordance with the City’s Ontario Ranch 189
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2 DIF Credit policies as contained in the City’s DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2005-005, 2005-099, 2007-023, 2007- 150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, and 2025-010.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

1. Definitions. For purposes of this Agreement, the terms below shall be defined as follows:
“Acceptable Title” means title to land or an interest therein required for the operation of an Improvement, in form acceptable to the City Manager, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the City Manager as not materially interfering with the actual or intended use of the land or interest therein required for the operation of an Improvement. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute “Acceptable Title.”
“Acceptance Date” means the earlier of (i) the date the City Manager or his or her designee takes final action, in writing, to accept dedication or transfer of an Improvement or (ii) the date determined pursuant to Section 3 below. “Bid Documents” means all designs, bid documents, construction plans and specifications, system layout drawings and other construction documents and permits relating to an Improvement.
“Certificate of DIF Credit” means a City certificate for the issuance of DIF Credit to Developer in the form attached hereto as Exhibit 5. “City DIF Program and Policies” means Ordinance Nos. 2779 and 2780 and Resolution Nos. 2003-39, 2003-070, 2019-135, 2022-133, 2023-036, and 2025-010, as may be amended from time to time.
“City Manager” means the City Manager of the City or his or her designee. “City Engineer” means the City’s City Engineer or his or her designee. “Completed”, “Complete” and “Completion” with respect to an Improvement means that such Improvement has been completed in accordance with its Bid Documents, including any final “punch list” items, as approved in writing by the City Engineer, which approval shall not be unreasonably withheld, and that such Improvement is Usable. Notwithstanding the foregoing, if an Improvement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property is only a portion of a larger work of improvement, then a determination of “Completed” or 190
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3 “Completion” with respect to that Improvement shall be made only as to that Improvement and not with respect to the larger work of improvement of which it is a portion. “Credit Request” means a document, substantially in the form of Exhibit 6, to be used by Developer in requesting DIF Credits with respect to one or more Improvements.
“Days” shall mean business days unless otherwise stated. “Developer Contract” means a contract between the Developer and a qualified contractor awarded for the construction of the Improvements at the direction of Developer.
“Development Agreement” has the meaning set forth in Recital D above. “DIF” or “Development Impact Fees” or “DIF Fees” means the development impact fees imposed within the City pursuant to City Ordinance Nos. 2779 and 2780 and City Resolution Nos. 2003-039, 2003-070, 2005-005, 2005-099, 2007-023, 2007-150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, 2023-036, 2025-010, and any subsequent City ordinances and resolutions lawfully adopted by the City Council to update or modify such development impact fees. “DIF Credit” means credits earned against the payment of DIFs pursuant to this Agreement.
“DIF Obligation” means the amount of Developer’s total obligation for Development Impact Fees in either the Regional or Local Adjacent portion of a DIF category for the Property. Developer’s DIF Obligation amounts for each DIF Category shall be as provided in Exhibit 4.
“DIF Program” means the Development Impact Fee Program and the capital improvement projects and public infrastructure identified in the Development Impact Fee Program, adopted and amended by the City from time to time. “Effective Date” means the date set forth in the first paragraph of this Agreement.
“Eligible Cost” means the substantiated cost of an Improvement to be used in calculating DIF Credit amounts, which costs may include: (i) the costs for the construction (including grading) of such Improvement, (ii) costs directly related to the construction and/or acquisition of the Improvement, such as costs of payment, performance and/or maintenance bonds, the professional costs of material testing, and insurance costs (including costs of any title insurance required); (iii) the cost of acquiring any real property or interest therein in order to construct or operate the Improvement, (iv) the fees paid to the City and any other governmental agencies for, and all other costs incurred in connection with, obtaining permits, licenses or other governmental approvals for such Improvement, (v) the costs incurred in preparing Bid Documents and the related costs of geotechnical and environmental evaluations of the Improvement, (vi) costs of 191
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4 construction and project management, administration and supervision (but only up to five percent (5%) of the costs described in clause (i) above) incurred for the construction of such Improvement, (vii) professional costs associated with such Improvement, such as design, engineering, accounting, inspection, construction staking, and similar professional services including legal services related to the review of construction contracts. The maximum amount of Eligible Costs described in clauses (v) through (vii) shall be limited to a total of fifteen percent (15%) of the costs described in clause (i).

2. Construction and Funding of Improvements by Developer. Developer shall commence the Improvements in accordance with the terms of the Development Agreement and individual Parcel Map, including any extension thereof. Upon commencement of the Improvement(s), Developer agrees to proceed expeditiously with the construction of the Improvement(s) under the terms herein. For the purposes of this Agreement, commencement of the Improvements shall mean when Developer receives the first permit from City for grading of the Property. If Developer is unable or unwilling to proceed with, and Complete, the construction of the Improvement(s) for any reason, and subject to the provisions in Section 17 below, Developer shall be considered to be in default of this Agreement. City and Developer agree that Developer shall award, or cause to be awarded, all contracts for the construction of the Improvements and that this Agreement as necessary to assure the timely and satisfactory Completion of such Improvements. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of the Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and 192
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5 care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall not be relieved of its obligation to construct the Improvements and cause title to the Improvements to be conveyed to the City even if the DIF Credit Amount is less than the actual cost of the Improvements.

5. Maintenance and Warranties to be provided to City. Developer shall maintain the Improvement in good and safe condition until the Acceptance Date of the Improvement. Prior to the Acceptance Date, Developer shall, at its sole cost and expense, be responsible for performing any required maintenance on the Improvement.

On or before the Acceptance Date of the Improvement, Developer shall assign to the City all of Developer’s rights in any warranties, guarantees, maintenance obligations or other 193
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6 evidence of contingent obligations of third persons with respect to such Improvement.

7. Limitations on the Issuance of DIF Credit to Developer upon Completion of an Improvement. The amount of DIF Credit to be issued by City shall be limited to the amount of the DIF Program Costs for the Improvement (or accepted portion of the Improvement). The DIF Program Costs identified in the City’s DIF Program shall be subject to change, from time to time, as part of the continuing update of the City’s DIF Program. The DIF Program Costs for the Improvement (or accepted portion of the Improvement) shall be those in effect at the time the DIF Credit Request is submitted to the City.
(a) To the extent that Developer incurred costs for the design of the Improvements, Developer agrees that the DIF Credit, up to ten percent (10%) of DIF Program Costs, for such design cost portion of the Improvements shall be issued to the Developer.
(b) The DIF Credit that the Developer will receive upon Completion of the Improvements may be exchanged for a refund of DIF that was paid by the Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

8. Issuance of a DIF Credit Certificate. When an Improvement is Complete, Developer shall submit a DIF Credit Request to City with all supporting documentation evidencing the total actual Eligible Costs of the Improvement at the time of submittal. The City Manager or designee shall determine the completeness of the DIF Credit Request and notify Developer of whether the DIF Credit Request is considered complete or if additional information is needed from Developer. Once the DIF Credit Request is considered complete, the City Manager or designee shall use his or her best efforts to 194
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7 determine the total actual Eligible Costs of the Improvements and provide Developer with a Certificate of DIF Credit within twenty (20) Days following receipt of the completed DIF Credit Request.

10. Assignment of DIF Credits. Developer shall have the right to transfer or assign DIF Credits provided for herein, to any person, partnership, limited liability company, joint venture, firm or corporation; provided, however, that any such sale, transfer or assignment shall only be made in strict compliance with the following:
(a) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, Developer (i) shall notify the City Manager, in writing, of such sale, transfer or assignment and (ii) shall provide the City with an executed agreement, by purchaser, transferee or assignee that identifies the amount of DIF Credits transferred.
(b) Except for the limited assignment above of DIF Credits, any assignment by Developer of any of the obligations of Developer under this Agreement (a “DIF Improvement Assignment”) with regards to the Improvements listed in Exhibit 4, shall identify the Improvements that are the subject of the Assignment Agreement and require the written approval of the City Manager, which approval shall not be unreasonably withheld so long as adequate security as determined by City in its sole discretion, is in place to secure the Completion of the subject Improvements and any DIF Improvement Assignment not made in strict compliance with the foregoing conditions (other than a transfer under Section 19 below) shall, unless such obligations are performed by Developer when required by this Agreement notwithstanding such assignment, constitute a default by Developer and City shall have no further obligations with regard to acceptance of Certificates of DIF Credit issued to Developer, including any DIF Credit assigned or transferred by Developer.
(c) If Developer enters into a DIF Improvement Assignment with a successor in interest with respect to all or a part of the Property (a “Successor Developer”) in accordance with Section 10(b) and the Successor Developer obtains DIF Credit pursuant to this Agreement upon its completion of the Improvements identified in the DIF Improvement Assignment, then
(i) such Successor Developer shall have the right to sell, transfer or assign to Developer, and Developer shall have the right to acquire from such Successor Developer, all or a portion of such DIF Credit by complying only with Section 10(b) above, and
(ii) Developer shall have the right to sell, transfer or assign all or a portion of such DIF Credit to other Successor Developers who acquire other portions of 195
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8 the Property by complying only with Section 10(b) above, if the sale, transfer or assignment of such DIF Credit occurs concurrently with the conveyance of another portion of the Property to the other Successor Developer.

11. Additional Documents/Actions. The City Manager is authorized to approve and execute any documents and to take any actions necessary to effectuate the purposes of this Agreement.

12. Integration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. This Agreement and that certain Memorandum of Agreement Regarding Development Impact Fee Credits (“MOA”) recorded concurrently herewith, are companion documents and are intended to be interpreted together. The MOA supplements this Agreement with respect to, among other things, the timing and methodology for monetization of certain DIF Credits.

14. Default and Force Majeure.
(a) Default. Failure or delay by Developer or City to perform any of its obligations under this Agreement constitutes a default by such party under this Agreement. The party alleged to be in default shall have thirty (30) days after the date of the written notice by the other party to commence to cure such default. The party alleged to be in default shall diligently pursue such cure to completion within thirty (30) days or a reasonable timeframe if such default cannot be reasonably cured within thirty (30) days, as established in the written notice provided by the party asserting the default. If the party alleged to be in default has not cured its default within the cure period set forth therein, the defaulting party shall be deemed in breach. Any failure or delay in giving such notice or in asserting any rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive the party not in default of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any of its rights or remedies. If any default by Developer is not cured within the time period provided by the City, City shall be entitled 196
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9 to terminate this Agreement in its entirety and thereafter, the City shall be under no obligation to perform any of City's obligations hereunder, including, but not limited to, the issuance of DIF Credits that Developer may claim.
(b) Force Majeure. Notwithstanding the provisions contained in the foregoing paragraph, performance by either party hereunder shall not be deemed to be in default where delay or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, epidemics, quarantine restrictions, freight embargoes, public transportation stoppage, governmental restrictions or priority, litigation brought by a third party, unusually severe weather, reasonably unforeseeable property conditions, acts of the other party, acts or failure to act of the other party or any other public or governmental agency or entity, or any causes beyond the control or without the failure of the party claiming an extension of time to perform (a “Force Majeure Event”).

14. 15. Licenses and Permits. The Developer shall secure (or shall cause to be secured) any and all permits that may be required by the City or any other governmental agency affected by the construction of the Improvements. The Developer shall be 197
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10 responsible for paying all applicable fees and charges to the City to obtain any land use entitlements and permits that are necessary to construct the Improvements.

18. Other Obligations. Nothing contained herein shall be construed as affecting the Developer’s respective duty to perform its respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Property, which obligations are and shall remain independent of the Developer’s rights and obligations, and the City’s rights and obligations, under this Agreement; provided, however, that the Developer shall use its reasonable and diligent efforts to perform each and every covenant to be performed by it under any lien or encumbrance, instrument, declaration, covenant, condition, restriction, license, order, or other agreement, the nonperformance of which could reasonably be expected to materially and adversely affect the design, acquisition, construction and installation of the 198
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11 Improvements. This Agreement is not, and shall not be construed as, a statutory development agreement as authorized by Government Code sections 65864 et seq., and this Agreement shall not be interpreted as limiting the authority of the City to adopt and amend regulations concerning permitted uses of property, the density or intensity of use, the maximum height and size of proposed buildings, provisions for the reservation or dedication of land or the payment of impact fees for public purposes.

The agreements and covenants included herein shall be binding on and inure to the benefit of any partners, permitted and accepted assigns, and successors-in-interest of the parties hereto.

20. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer.

23. Mortgagee Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer, at Developer’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 Property. Developer shall have the right to encumber and assign its rights and interests hereunder to the lenders providing such financing as security for such financing without the consent of the City and without complying with Section 10 hereof. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. A mortgagee of the Property shall be entitled to the following rights and privileges:
199
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12 (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value, unless otherwise required by law. (b) The mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the mortgagee within ten (10) days following the sending of the notice of default to Developer. The mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of 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 Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer 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 by any mortgagee in possession shall be subject to the provisions of Section 10 of this Agreement.

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Euclid Land Venture, LLC
c/o Real Estate Development Associates, LLC
4450 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660
Attn: Jason Krotts
200
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13 with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
With a copy to (legal counsel, if applicable):

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt. Esq.

Email: [email protected]
Phone: (949)851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

27. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

28. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

29. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
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14 30. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Description of Improvements
Exhibit 4 – Estimated Costs of Improvements
Exhibit 5 – Certificate of DIF Credit
Exhibit 6 – DIF Credit Request
Exhibit 7 – Form of Assignment, Sale, or Transfer of DIF Credit [Signatures On Next Page]
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15 IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
203
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16 “DEVELOPER”
Euclid Land Venture, LLC
a Delaware limited liability company
Dated: By:

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

STATE OF CALIFORNIA

COUNTY OF
On this ___ day of ______________, 20__ before
me, , Notary Public, personally
appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature: (Seal)
206
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Exhibit 1
Exhibit 1
Legal Description of Property
Parcel Map 20016
207
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Exhibit 2
Exhibit 2
Map of Property
Parcel Map 20016
208
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Exhibit 3
Exhibit 3
Description of Improvements
DIF Eligible Facilities: The DIF Eligible Facilities consist of the following Components and Segments; provided, however, that each such Segment described below shall constitute a Segment for purposes of this Agreement only if such Segment was constructed by or on behalf of the Developer.
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Exhibit 3
Exhibit 3 - Continued
Description of Improvements
210
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Exhibit 3
Exhibit 3 - Continued
Description of Improvements (Continued)
211
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Exhibit 3
Exhibit 3 - Continued
Description of Improvements
212
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Exhibit 3
Exhibit 3 - Continued
Description of Improvements
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Exhibit 4
Exhibit 4
Estimated Costs of Improvements
214
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Exhibit 4
Exhibit 4 - Continued
Estimated Costs of Improvements
215
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Exhibit 4
Exhibit 4 - Continued
Estimated Costs of Improvements
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Exhibit 4
Exhibit 4 - Continued
Estimated Costs of Improvements
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Exhibit 4
Exhibit 4 - Continued
Estimated Costs of Improvements
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Exhibit 5
Exhibit 5
Certificate of DIF Credit
Pursuant to Section 6 of the Development Impact Fee Credit Agreement for Facility Construction by and between the City of Ontario and
_______________________________ dated _______________________, 202_, the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called the "Fee Credit Agreement" , the City of Ontario hereby certifies that Developer is entitled to the following amount and nature of DIF Credits:

Amount of Credit: $
Infrastructure Category of DIF:

Local Adjacent or Regional Category of DIF:

Scott Ochoa, City Manager
Dated:
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Exhibit 6
Exhibit 6
DIF Credit Request
The undersigned (the “Developer”), hereby requests DIF Credits in the DIF categories and amounts specified in Attachment 1 hereto. In connection with this Credit Request, the undersigned hereby represents and warrants to the City as follows:

4. The Improvement for which credit is requested was constructed in accordance with the requirements of the Fee Credit Agreement.

5. Please issue a Certificate of DIF Credit to the Developer in the amount requested.

I declare under penalty of perjury that the above representations and warranties are true and connect.

DEVELOPER CITY
[INSERT ENTITY] Credit Request Approved
By: By:

Authorized Representative of Developer Scott Ochoa, City Manager Date: Date:
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Exhibit 6
ATTACHMENT 1

SUMMARY OF IMPROVEMENTS AND REQUESTED DIF CREDITS
Improvement Eligible Costs/Contract Amount DIF Credit Requested [List here all Improvements for
which credit is requested, and attach support documentation] 221
Exhibit 7
Form of Assignment, Sale, or Transfer of DIF Credit
From _______________ to ___________________
This Sale or Transfer of DIF Credit (“DIF Credit Transfer”) is entered into as of _________, 20__, between __________________________, a __________ _______________“Transferor”)
and_______________________________________ (“Transferee”).

A. Transferor is doing business in the City of Ontario.

B. Pursuant to that certain Certificate of DIF Credit (the “Certificate”) issued by the City of Ontario to _____________, dated ____________, an amount of DIF Credit was made available to the Transferor for use in the City. A copy of the DIF Credit Certificate is issued to ______________ by CITY is attached hereto and incorporated herein as Exhibit “C-2”.

C. Transferee is owner of real property within the City of Ontario and further described as Parcel Map or Tract Map No. _____ . (or other description of the property).

D. Pursuant to the terms of this DIF Credit Assignment, Transferee desires to receive from the Transferor, a share of the DIF Credit issued to Transferor doing business in the City.

For good, valuable and sufficient consideration received, the receipt of which is hereby acknowledged, the Transferor and Transferee hereby agree as follows:

1. TRANSFER
The Transferor hereby assigns, transfers and conveys to Transferee the DIF Credit of:

DIF Credit Category DIF Credit Amount

2. ACCEPTANCE
Transferee hereby accepts and assumes DIF Credit as listed above.

Transferee and CITY shall track DIF Credit as it is redeemed, and the remaining balance to be used, by completing, dating and initialing Exhibit “D-3” attached hereto and incorporated herein. The original Exhibit “C-2” shall not be removed from this Transfer Agreement.
222
2 3. EFFECTIVE DATE.

This Transfer Agreement shall become effective as of the date first above written.

4. TRANSFEROR’S REPRESENTATIONS AND WARRANTIES.

The Transferor makes the following representations and warranties, which representations and warranties shall survive this DIF Credit Transfer:

The Transferor has the full power and authority to enter into this DIF Credit Transfer.

From and after the date of this DIF Credit Transfer, the Transferor shall have no further rights, title or interest in or to the DIF Credit.

5. TRANSFEREE’S REPRESENTATION AND WARRANTIES.

Transferee makes the following representations and warranties, which representations and warranties shall survive this Transfer:

Transferee is the owner of Parcel Map or Tract Map No. _______ (or other property description) in the City of Ontario.

Transferee has the full power and authority to enter into this DIF Credit Transfer.

This DIF Credit Transfer, when executed, shall constitute a valid and legal obligation binding as to Transferee.

6. NOTICES.

All notices, consents, waivers and other communications under this DIF Credit Transfer must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties); (c) when received by the addresses as confirmed by a confirmation receipt, if sent by facsimile to the appropriate facsimile number designated below (or to such other facsimile number as the parties may designate by notice to the other parties).

If to the Transferor: Entity Name:

Address:
223
3 Attention:

Phone:

Email:

If to Transferee: Entity Name:

Address:

Attention:

Phone: (___) ____________
Email:

7. GENERAL PROVISIONS.

Counterparts. This DIF Credit Transfer may be executed in counterparts.

Construction. Every covenant, term and provision of this DIF Credit Transfer shall be construed simply according to its fair meaning and not strictly for or against any party.

No Modifications. No supplement, modifications or amendment to this DIF Credit Transfer shall be binding unless executed in writing by both parties.

Further Assurances. The Transferor and Transferee each agree to execute such other documents and perform such other acts as may be necessary or desirable to effectuate this DIF Credit Transfer.

No Third Party Beneficiaries. This DIF Credit Transfer Agreement is made and entered into for the sole protection and benefit of the parties hereto, the City of Ontario, and their respective successors and assigns. No other person or entity shall have any right of action based upon any provision of this DIF Credit Transfer Agreement.

IN WITNESS WHEREOF, the Transferor and Transferee have duly executed this DIF Credit Transfer as of the date first written above. 224
4 TRANSFEROR:

Entity Name __________________, a
By:

By:

TRANSFEREE:

Entity Name , a
By:

By:
(All Signatures must be notarized)
225
EXHIBIT “C-2” to Transfer of DIF Credit
(Certificate of DIF Credit)
(Original DIF Credit Certificate issued by City must be attached). 226
EXHIBIT “D-3” to Transfer of DIF Credit
Available DIF Credit Reconciliation
DIF Credit Category ________________________________
Assigned to: __________________________
Date Assigned to: ___________________
Transferee: ______________________________________
Date Transferred: ________________________________
Starting
DIF Credit
Balance
Amount
Redeemed
Date Remaining
DIF Credit
Balance
City’s
Initials
Transferee’s
Initials
227
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document property name.

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103

MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
By and Between
City of Ontario
a California municipal corporation
and
Euclid Land Venture, LLC
a Delaware limited liability company
, 2026
San Bernardino County, California
228
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document property name.

MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
This MEMORANDUM OF AGREEMENT REGARDING DEVELOPMENT IMPACT FEE CREDITS (“Agreement”), entered into this ______ day of _________, 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and EUCLID LAND VENTURE, LLC, a Delaware limited liability company, hereinafter referred to as the “Developer.”

B. As a condition of the development approvals for the Property, including the Specific Plan and Parcel Map approvals, Developer is required to construct those public improvements (“Improvements”) as described in that certain Development Impact Fee Credit Agreement For Facility Construction by and between the City and Developer recorded concurrently herewith (“DIF Agreement”).

C. On July 1, 2003, City Ordinance No. 2779 was adopted establishing certain development impact fees (“DIF Fees”) to be paid as a condition to the issuance of certain entitlements within the City. Section 7 of Ordinance 2779 authorizes the City Manager, when he or she determines that the public interest would be served by such an agreement, to execute agreements on behalf of the City with applicants in order to provide a credit (“DIF Credits”) to the applicant against certain DIF Fees in exchange for the applicant’s construction and dedication of public improvements, upon reasonable terms and conditions as may be determined on a case by case basis and subject to City Council approval.

D. City and Developer previously entered into a statutory development agreement (File No. PDA 19-001), pursuant to Section 65864, et seq., of the Government Code (“Development Agreement”). Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements and such Improvements are included in the City’s Development Impact Fee (DIF) Program (“DIF Program”) as a project, or a portion of a project and eligible for DIF Credits against DIF Fees.

E. Many of the Improvements required to be constructed by Developer are regional in nature and will benefit a much larger area beyond the Property, including, without limitation, areas within the broader Ontario Ranch area. The cost of these regional Improvements greatly exceeds both the DIF Fees Developer is required to pay 229
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document property name. -2-
in conjunction with the development of the Property and/or the ability of Developer to use or timely monetize such DIF Credits under the City’s current DIF Program.

F. Additionally, many of the Improvements constructed by Developer will benefit a 75-acre parcel owned by San Bernardino County bounded by Campus, Eucalyptus, Bon View, and Merrill (“County Site”). The County Site, which is not under the Developer’s control, is significantly benefited by the infrastructure that Developer was required to install. The public infrastructure attributable to the County Site was a requirement under this and an adjacent Specific Plan. In order to avoid a disproportionate windfall to the County Site and given the substantial costs incurred by Developer that directly benefit the County Site, the City agrees, for Developer’s benefit, to use DIF Fees paid in cash (and not in DIF Credits) to the City by the developer of the County Site (“County Site Developer”) to monetize an equal amount of DIF Credits held by Developer for Improvements benefitting the County Site, provided such DIF Fees shall only be used to satisfy credits relating to DIF in the same category. For the avoidance of doubt, this means that DIF Fees paid for water can only be used to monetize DIF Credits for water.

G. City and Developer have agreed that the costs to design and construct the Improvements shall be eligible for DIF Credits in accordance with the City’s [Ontario Ranch] DIF Credit policies as contained in the City’s DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2019-135, 2022-133, 2023-036, and 2025-010 (and the City shall not favor other property owners with respect to the redemption of DIF Credits) in accordance with the monetization schedule described therein. The City shall issue DIF Credits to the maximum extent possible under the City’s DIF Program.

H. Developer’s DIF Credits will significantly exceed Developer’s DIF obligations given the extraordinary Improvements that Developer built that benefits the larger Ontario Ranch Area. Developer’s ability to monetize the DIF Credits under the existing DIF Program would otherwise take decades as such area develops. In recognition of the significant contribution by Developer to construct these regional Improvements, the City agrees to modify the DIF Program to accelerate the monetization of the DIF Credits for Storm Drainage, Sewer and Water Improvements constructed by Developer that benefit the portion of the Ontario Ranch that lies north of Eucalyptus Avenue earlier than currently allowed under the DIF Program. The DIF Credits subject to this acceleration are shown on Exhibit 3, attached hereto (“Monetized DIF Credits”).

I. The exact modifications of the DIF Program to accommodate the accelerated monetization mentioned above are not yet final. Notwithstanding the current lack of certainty, the City agrees to modify its DIF Program to incorporate provisions to accelerate the monetization of the Monetized DIF Credits above and beyond what would otherwise be monetized under the current DIF Program by December 31, 2026 that will provide for the monetization of such Monetized DIF Credits on or before December 31, 2033.
230
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

2. County Site DIF Credit Monetization. Within thirty (30) days of receipt by the City of DIF Fees paid by the County Site Developer in cash, and not through redeeming DIF Credits, the City shall monetize an equal number of DIF Credits held by Developer in the same category of DIF as the DIF Fees paid. For example, the City shall monetize DIF Credits for water from DIF Fees paid in cash for water by the County Site Developer. The City shall have no obligation to (a) monetize DIF Credits with DIF Fees paid by the County Site Developer with DIF Credits, or (b) monetize DIF Credits from DIF Fees paid relating to a DIF in a different DIF category.

3. Integration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. This Agreement and the DIF Agreement are companion documents and shall be interpreted together. The DIF Credit Agreement controls credit eligibility and administration, and this Agreement controls timing and monetization.

4. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer. The City Manager is hereby authorized to enter into with Developer minor modifications of this Agreement that do not materially impact the purpose or intent of this Agreement.

5. No Third Party Beneficiaries. No person or entity, other than the City, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

6. Notices. Any written notice, statement, demand, consent approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:
231
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If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Euclid Land Venture, LLC
c/o Real Estate Development Associates, LLC
4450 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660
Attn: Jason Krotts
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt, Esq.

Email: [email protected]
Phone: (949) 851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate confirmation, answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

7. Jurisdiction and Venue. City and the Developer (a) agree that any suit action or other legal proceeding arising out of or relating to this Agreement shall be brought in state or local court in the County of San Bernardino or in the Courts of the United States of America in the district in which the City is located, (b) consent to the jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection that it may have to the laying of venue or any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the City and the Developer agrees that a final and nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

8. Attorneys’ Fees. If any action is instituted to interpret or enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party thereto reasonable attorney’s fees and costs of such suit (including both prejudgment and post judgment fees and costs) as determined by the court as part of the judgment.
232
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9. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

10. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

12. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Monetized DIF Credits
[Signatures On Next Page]
233
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
234
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“DEVELOPER”

EUCLID LAND VENTURE, LLC
a Delaware limited liability
Dated: By:

Name:

Its:
_________________________
_________________________
235
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ACKNOWLEDGEMENT

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.

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ACKNOWLEDGEMENT

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.

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Exhibit 1
-1-
Exhibit 1
Legal Description of Property
238
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Exhibit 2
-1-
Exhibit 2
Map of Property
239
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Exhibit 3
-1-
Exhibit 3
Monetized DIF Credits
240
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Exhibit 3 - Continued
-2-
Exhibit 3 - Continued
Monetized DIF Credits
241
46700.10300\34006733.2

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103
File No. PDIF26-002

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT

FOR FACILITY CONSTRUCTION
By and Between
City of Ontario
a California municipal corporation
and
Euclid Land Venture 2, LLC
a Delaware limited liability company
_________________, 2026
San Bernardino County, California
242
46700.10300\34006733.2
1 DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR FACILITY

CONSTRUCTION BY AND BETWEEN THE CITY OF ONTARIO AND
FILE NO. PDIF26-002
This DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (“DIF Credit Agreement”), entered into this _____ day of ______ 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and EUCLID LAND VENTURE 2, LLC, a Delaware limited liability company, hereinafter referred to as the “Developer.”

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the Ontario Ranch Business Park Specific Plan (“Specific Plan”) and Parcel Map No. 20517 (the “Parcel Map”). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (the “Property”). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

D. City and Developer previously entered into a statutory development agreement (File No. PDA 21-006), pursuant to Section 65864, et seq., of the Government Code (“Development Agreement”). Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements identified in Exhibit 3 and such Improvements are included in the City’s Development Impact Fee (DIF) Program as a project, or a portion of a project and eligible for credits against DIF Fees.

E. City and Developer have agreed that the costs to design and construct the Improvements shall be eligible for DIF Credit in accordance with the City’s Ontario Ranch 243
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2 DIF Credit policies as contained in the City’s DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2005-005, 2005-099, 2007-023, 2007- 150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, and 2025-010.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

1. Definitions. For purposes of this Agreement, the terms below shall be defined as follows:
“Acceptable Title” means title to land or an interest therein required for the operation of an Improvement, in form acceptable to the City Manager, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the City Manager as not materially interfering with the actual or intended use of the land or interest therein required for the operation of an Improvement. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute “Acceptable Title.”
“Acceptance Date” means the earlier of (i) the date the City Manager or his or her designee takes final action, in writing, to accept dedication or transfer of an Improvement or (ii) the date determined pursuant to Section 3 below. “Bid Documents” means all designs, bid documents, construction plans and specifications, system layout drawings and other construction documents and permits relating to an Improvement.
“Certificate of DIF Credit” means a City certificate for the issuance of DIF Credit to Developer in the form attached hereto as Exhibit 5. “City DIF Program and Policies” means Ordinance Nos. 2779 and 2780 and Resolution Nos. 2003-39, 2003-070, 2019-135, 2022-133, 2023-036, and 2025-010, as may be amended from time to time.
“City Manager” means the City Manager of the City or his or her designee. “City Engineer” means the City’s City Engineer or his or her designee. “Completed”, “Complete” and “Completion” with respect to an Improvement means that such Improvement has been completed in accordance with its Bid Documents, including any final “punch list” items, as approved in writing by the City Engineer, which approval shall not be unreasonably withheld, and that such Improvement is Usable. Notwithstanding the foregoing, if an Improvement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property is only a portion of a larger work of improvement, then a determination of “Completed” or 244
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3 “Completion” with respect to that Improvement shall be made only as to that Improvement and not with respect to the larger work of improvement of which it is a portion. “Credit Request” means a document, substantially in the form of Exhibit 6, to be used by Developer in requesting DIF Credits with respect to one or more Improvements.
“Days” shall mean business days unless otherwise stated. “Developer Contract” means a contract between the Developer and a qualified contractor awarded for the construction of the Improvements at the direction of Developer.
“Development Agreement” has the meaning set forth in Recital D above. “DIF” or “Development Impact Fees” or “DIF Fees” means the development impact fees imposed within the City pursuant to City Ordinance Nos. 2779 and 2780 and City Resolution Nos. 2003-039, 2003-070, 2005-005, 2005-099, 2007-023, 2007-150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, 2023-036, 2025-010, and any subsequent City ordinances and resolutions lawfully adopted by the City Council to update or modify such development impact fees. “DIF Credit” means credits earned against the payment of DIFs pursuant to this Agreement.
“DIF Obligation” means the amount of Developer’s total obligation for Development Impact Fees in either the Regional or Local Adjacent portion of a DIF category for the Property. Developer’s DIF Obligation amounts for each DIF Category shall be as provided in Exhibit 4.
“DIF Program” means the Development Impact Fee Program and the capital improvement projects and public infrastructure identified in the Development Impact Fee Program, adopted and amended by the City from time to time. “Effective Date” means the date set forth in the first paragraph of this Agreement.
“Eligible Cost” means the substantiated cost of an Improvement to be used in calculating DIF Credit amounts, which costs may include: (i) the costs for the construction (including grading) of such Improvement, (ii) costs directly related to the construction and/or acquisition of the Improvement, such as costs of payment, performance and/or maintenance bonds, the professional costs of material testing, and insurance costs (including costs of any title insurance required); (iii) the cost of acquiring any real property or interest therein in order to construct or operate the Improvement, (iv) the fees paid to the City and any other governmental agencies for, and all other costs incurred in connection with, obtaining permits, licenses or other governmental approvals for such Improvement, (v) the costs incurred in preparing Bid Documents and the related costs of geotechnical and environmental evaluations of the Improvement, (vi) costs of 245
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4 construction and project management, administration and supervision (but only up to five percent (5%) of the costs described in clause (i) above) incurred for the construction of such Improvement, (vii) professional costs associated with such Improvement, such as design, engineering, accounting, inspection, construction staking, and similar professional services including legal services related to the review of construction contracts. The maximum amount of Eligible Costs described in clauses (v) through (vii) shall be limited to a total of fifteen percent (15%) of the costs described in clause (i).

2. Construction and Funding of Improvements by Developer. Developer shall commence the Improvements in accordance with the terms of the Development Agreement and individual Parcel Map, including any extension thereof. Upon commencement of the Improvement(s), Developer agrees to proceed expeditiously with the construction of the Improvement(s) under the terms herein. For the purposes of this Agreement, commencement of the Improvements shall mean when Developer receives the first permit from City for grading of the Property. If Developer is unable or unwilling to proceed with, and Complete, the construction of the Improvement(s) for any reason, and subject to the provisions in Section 17 below, Developer shall be considered to be in default of this Agreement. City and Developer agree that Developer shall award, or cause to be awarded, all contracts for the construction of the Improvements and that this Agreement as necessary to assure the timely and satisfactory Completion of such Improvements. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of the Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and 246
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5 care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall not be relieved of its obligation to construct the Improvements and cause title to the Improvements to be conveyed to the City even if the DIF Credit Amount is less than the actual cost of the Improvements.

5. Maintenance and Warranties to be provided to City. Developer shall maintain the Improvement in good and safe condition until the Acceptance Date of the Improvement. Prior to the Acceptance Date, Developer shall, at its sole cost and expense, be responsible for performing any required maintenance on the Improvement.

On or before the Acceptance Date of the Improvement, Developer shall assign to the City all of Developer’s rights in any warranties, guarantees, maintenance obligations or other 247
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6 evidence of contingent obligations of third persons with respect to such Improvement.

7. Limitations on the Issuance of DIF Credit to Developer upon Completion of an Improvement. The amount of DIF Credit to be issued by City shall be limited to the amount of the DIF Program Costs for the Improvement (or accepted portion of the Improvement). The DIF Program Costs identified in the City’s DIF Program shall be subject to change, from time to time, as part of the continuing update of the City’s DIF Program. The DIF Program Costs for the Improvement (or accepted portion of the Improvement) shall be those in effect at the time the DIF Credit Request is submitted to the City.
(a) To the extent that Developer incurred costs for the design of the Improvements, Developer agrees that the DIF Credit, up to ten percent (10%) of DIF Program Costs, for such design cost portion of the Improvements shall be issued to the Developer.
(b) The DIF Credit that the Developer will receive upon Completion of the Improvements may be exchanged for a refund of DIF that was paid by the Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

8. Issuance of a DIF Credit Certificate. When an Improvement is Complete, Developer shall submit a DIF Credit Request to City with all supporting documentation evidencing the total actual Eligible Costs of the Improvement at the time of submittal. The City Manager or designee shall determine the completeness of the DIF Credit Request and notify Developer of whether the DIF Credit Request is considered complete or if additional information is needed from Developer. Once the DIF Credit Request is considered complete, the City Manager or designee shall use his or her best efforts to 248
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7 determine the total actual Eligible Costs of the Improvements and provide Developer with a Certificate of DIF Credit within twenty (20) Days following receipt of the completed DIF Credit Request.

10. Assignment of DIF Credits. Developer shall have the right to transfer or assign DIF Credits provided for herein, to any person, partnership, limited liability company, joint venture, firm or corporation; provided, however, that any such sale, transfer or assignment shall only be made in strict compliance with the following:
(a) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, Developer (i) shall notify the City Manager, in writing, of such sale, transfer or assignment and (ii) shall provide the City with an executed agreement, by purchaser, transferee or assignee that identifies the amount of DIF Credits transferred.
(b) Except for the limited assignment above of DIF Credits, any assignment by Developer of any of the obligations of Developer under this Agreement (a “DIF Improvement Assignment”) with regards to the Improvements listed in Exhibit 4, shall identify the Improvements that are the subject of the Assignment Agreement and require the written approval of the City Manager, which approval shall not be unreasonably withheld so long as adequate security as determined by City in its sole discretion, is in place to secure the Completion of the subject Improvements and any DIF Improvement Assignment not made in strict compliance with the foregoing conditions (other than a transfer under Section 19 below) shall, unless such obligations are performed by Developer when required by this Agreement notwithstanding such assignment, constitute a default by Developer and City shall have no further obligations with regard to acceptance of Certificates of DIF Credit issued to Developer, including any DIF Credit assigned or transferred by Developer.
(c) If Developer enters into a DIF Improvement Assignment with a successor in interest with respect to all or a part of the Property (a “Successor Developer”) in accordance with Section 10(b) and the Successor Developer obtains DIF Credit pursuant to this Agreement upon its completion of the Improvements identified in the DIF Improvement Assignment, then
(i) such Successor Developer shall have the right to sell, transfer or assign to Developer, and Developer shall have the right to acquire from such Successor Developer, all or a portion of such DIF Credit by complying only with Section 10(b) above, and
(ii) Developer shall have the right to sell, transfer or assign all or a portion of such DIF Credit to other Successor Developers who acquire other portions of 249
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8 the Property by complying only with Section 10(b) above, if the sale, transfer or assignment of such DIF Credit occurs concurrently with the conveyance of another portion of the Property to the other Successor Developer.

11. Additional Documents/Actions. The City Manager is authorized to approve and execute any documents and to take any actions necessary to effectuate the purposes of this Agreement.

12. Integration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. This Agreement and that certain Memorandum of Agreement Regarding Development Impact Fee Credits (“MOA”) recorded concurrently herewith, are companion documents and are intended to be interpreted together. The MOA supplements this Agreement with respect to, among other things, the timing and methodology for monetization of certain DIF Credits.

14. Default and Force Majeure.
(a) Default. Failure or delay by Developer or City to perform any of its obligations under this Agreement constitutes a default by such party under this Agreement. The party alleged to be in default shall have thirty (30) days after the date of the written notice by the other party to commence to cure such default. The party alleged to be in default shall diligently pursue such cure to completion within thirty (30) days or a reasonable timeframe if such default cannot be reasonably cured within thirty (30) days, as established in the written notice provided by the party asserting the default. If the party alleged to be in default has not cured its default within the cure period set forth therein, the defaulting party shall be deemed in breach. Any failure or delay in giving such notice or in asserting any rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive the party not in default of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any of its rights or remedies. If any default by Developer is not cured within the time period provided by the City, City shall be entitled 250
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9 to terminate this Agreement in its entirety and thereafter, the City shall be under no obligation to perform any of City's obligations hereunder, including, but not limited to, the issuance of DIF Credits that Developer may claim.
(b) Force Majeure. Notwithstanding the provisions contained in the foregoing paragraph, performance by either party hereunder shall not be deemed to be in default where delay or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, epidemics, quarantine restrictions, freight embargoes, public transportation stoppage, governmental restrictions or priority, litigation brought by a third party, unusually severe weather, reasonably unforeseeable property conditions, acts of the other party, acts or failure to act of the other party or any other public or governmental agency or entity, or any causes beyond the control or without the failure of the party claiming an extension of time to perform (a “Force Majeure Event”).

14. 15. Licenses and Permits. The Developer shall secure (or shall cause to be secured) any and all permits that may be required by the City or any other governmental agency affected by the construction of the Improvements. The Developer shall be 251
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10 responsible for paying all applicable fees and charges to the City to obtain any land use entitlements and permits that are necessary to construct the Improvements.

18. Other Obligations. Nothing contained herein shall be construed as affecting the Developer’s respective duty to perform its respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Property, which obligations are and shall remain independent of the Developer’s rights and obligations, and the City’s rights and obligations, under this Agreement; provided, however, that the Developer shall use its reasonable and diligent efforts to perform each and every covenant to be performed by it under any lien or encumbrance, instrument, declaration, covenant, condition, restriction, license, order, or other agreement, the nonperformance of which could reasonably be expected to materially and adversely affect the design, acquisition, construction and installation of the 252
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11 Improvements. This Agreement is not, and shall not be construed as, a statutory development agreement as authorized by Government Code sections 65864 et seq., and this Agreement shall not be interpreted as limiting the authority of the City to adopt and amend regulations concerning permitted uses of property, the density or intensity of use, the maximum height and size of proposed buildings, provisions for the reservation or dedication of land or the payment of impact fees for public purposes.

The agreements and covenants included herein shall be binding on and inure to the benefit of any partners, permitted and accepted assigns, and successors-in-interest of the parties hereto.

20. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer.

23. Mortgagee Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer, at Developer’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 Property. Developer shall have the right to encumber and assign its rights and interests hereunder to the lenders providing such financing as security for such financing without the consent of the City and without complying with Section 10 hereof. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. A mortgagee of the Property shall be entitled to the following rights and privileges:
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12 (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value, unless otherwise required by law. (b) The mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the mortgagee within ten (10) days following the sending of the notice of default to Developer. The mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of 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 Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer 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 by any mortgagee in possession shall be subject to the provisions of Section 10 of this Agreement.

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Euclid Land Venture 2, LLC
c/o Real Estate Development Associates, LLC
4450 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660
Attn: Jason Krotts
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13 with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
With a copy to (legal counsel, if applicable):

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt. Esq.

Email: [email protected]
Phone: (949)851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

27. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

28. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

29. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
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14 30. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Description of Improvements
Exhibit 4 – Estimated Costs of Improvements
Exhibit 5 – Certificate of DIF Credit
Exhibit 6 – DIF Credit Request
Exhibit 7 – Form of Assignment, Sale, or Transfer of DIF Credit [Signatures On Next Page]
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15 IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
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16 “DEVELOPER”
Euclid Land Venture 2, LLC
a Delaware limited liability company
Dated: By:

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

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

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

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature: (Seal)
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Exhibit 1
Exhibit 1
Legal Description of Property
Parcel Map 20517
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Exhibit 2
Exhibit 2
Map of Property
Parcel Map 20517
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Exhibit 3
Exhibit 3
Description of Improvements
DIF Eligible Facilities: The DIF Eligible Facilities consist of the following Components and Segments; provided, however, that each such Segment described below shall constitute a Segment for purposes of this Agreement only if such Segment was constructed by or on behalf of the Developer.
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Exhibit 3
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\34006733.2
Exhibit 3
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\34006733.2
Exhibit 3
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Exhibit 4
Exhibit 4
Estimated Costs of Improvements
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Exhibit 4
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Exhibit 4
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Exhibit 5
Exhibit 5
Certificate of DIF Credit
Pursuant to Section 6 of the Development Impact Fee Credit Agreement for Facility Construction by and between the City of Ontario and
_______________________________ dated _______________________, 202_, the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called the "Fee Credit Agreement" , the City of Ontario hereby certifies that Developer is entitled to the following amount and nature of DIF Credits:

Amount of Credit: $
Infrastructure Category of DIF:

Local Adjacent or Regional Category of DIF:

Scott Ochoa, City Manager
Dated:
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Exhibit 6
Exhibit 6
DIF Credit Request
The undersigned (the “Developer”), hereby requests DIF Credits in the DIF categories and amounts specified in Attachment 1 hereto. In connection with this Credit Request, the undersigned hereby represents and warrants to the City as follows:

4. The Improvement for which credit is requested was constructed in accordance with the requirements of the Fee Credit Agreement.

5. Please issue a Certificate of DIF Credit to the Developer in the amount requested.

I declare under penalty of perjury that the above representations and warranties are true and connect.

DEVELOPER CITY
[INSERT ENTITY] Credit Request Approved
By: By:

Authorized Representative of Developer Scott Ochoa, City Manager Date: Date:
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Exhibit 6
ATTACHMENT 1

SUMMARY OF IMPROVEMENTS AND REQUESTED DIF CREDITS
Improvement Eligible Costs/Contract Amount DIF Credit Requested [List here all Improvements for
which credit is requested, and attach support documentation] 272
Exhibit 7
Form of Assignment, Sale, or Transfer of DIF Credit
From _______________ to ___________________
This Sale or Transfer of DIF Credit (“DIF Credit Transfer”) is entered into as of _________, 20__, between __________________________, a __________ _______________“Transferor”)
and_______________________________________ (“Transferee”).

A. Transferor is doing business in the City of Ontario.

C. Transferee is owner of real property within the City of Ontario and further described as Parcel Map or Tract Map No. _____ . (or other description of the property).

D. Pursuant to the terms of this DIF Credit Assignment, Transferee desires to receive from the Transferor, a share of the DIF Credit issued to Transferor doing business in the City.

For good, valuable and sufficient consideration received, the receipt of which is hereby acknowledged, the Transferor and Transferee hereby agree as follows:

1. TRANSFER
The Transferor hereby assigns, transfers and conveys to Transferee the DIF Credit of:

DIF Credit Category DIF Credit Amount

2. ACCEPTANCE
Transferee hereby accepts and assumes DIF Credit as listed above.

This Transfer Agreement shall become effective as of the date first above written.

4. TRANSFEROR’S REPRESENTATIONS AND WARRANTIES.

The Transferor makes the following representations and warranties, which representations and warranties shall survive this DIF Credit Transfer:

The Transferor has the full power and authority to enter into this DIF Credit Transfer.

From and after the date of this DIF Credit Transfer, the Transferor shall have no further rights, title or interest in or to the DIF Credit.

5. TRANSFEREE’S REPRESENTATION AND WARRANTIES.

Transferee makes the following representations and warranties, which representations and warranties shall survive this Transfer:

Transferee is the owner of Parcel Map or Tract Map No. _______ (or other property description) in the City of Ontario.

Transferee has the full power and authority to enter into this DIF Credit Transfer.

This DIF Credit Transfer, when executed, shall constitute a valid and legal obligation binding as to Transferee.

6. NOTICES.

All notices, consents, waivers and other communications under this DIF Credit Transfer must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties); (c) when received by the addresses as confirmed by a confirmation receipt, if sent by facsimile to the appropriate facsimile number designated below (or to such other facsimile number as the parties may designate by notice to the other parties).

If to the Transferor: Entity Name:

Address:
274
3 Attention:

Phone:

Email:

If to Transferee: Entity Name:

Address:

Attention:

Phone: (___) ____________
Email:

7. GENERAL PROVISIONS.

Counterparts. This DIF Credit Transfer may be executed in counterparts.

Construction. Every covenant, term and provision of this DIF Credit Transfer shall be construed simply according to its fair meaning and not strictly for or against any party.

No Modifications. No supplement, modifications or amendment to this DIF Credit Transfer shall be binding unless executed in writing by both parties.

Further Assurances. The Transferor and Transferee each agree to execute such other documents and perform such other acts as may be necessary or desirable to effectuate this DIF Credit Transfer.

IN WITNESS WHEREOF, the Transferor and Transferee have duly executed this DIF Credit Transfer as of the date first written above. 275
4 TRANSFEROR:

Entity Name __________________, a
By:

By:

TRANSFEREE:

Entity Name , a
By:

By:
(All Signatures must be notarized)
276
EXHIBIT “C-2” to Transfer of DIF Credit
(Certificate of DIF Credit)
(Original DIF Credit Certificate issued by City must be attached). 277
EXHIBIT “D-3” to Transfer of DIF Credit
Available DIF Credit Reconciliation
DIF Credit Category ________________________________
Assigned to: __________________________
Date Assigned to: ___________________
Transferee: ______________________________________
Date Transferred: ________________________________
Starting
DIF Credit
Balance
Amount
Redeemed
Date Remaining
DIF Credit
Balance
City’s
Initials
Transferee’s
Initials
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103

MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
By and Between
City of Ontario
a California municipal corporation
and
Euclid Land Venture 2, LLC
a Delaware limited liability company
, 2026
San Bernardino County, California
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MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
This MEMORANDUM OF AGREEMENT REGARDING DEVELOPMENT IMPACT FEE CREDITS (“Agreement”), entered into this ______ day of _________, 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and EUCLID LAND VENTURE 2, LLC, a Delaware limited liability company, hereinafter referred to as the “Developer.”

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the Ontario Ranch Business Park Specific Plan (“Specific Plan”) and Parcel Map No. 20517 (the “Parcel Map”). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (the “Property”). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

C. On July 1, 2003, City Ordinance No. 2779 was adopted establishing certain development impact fees (“DIF Fees”) to be paid as a condition to the issuance of certain entitlements within the City. Section 7 of Ordinance 2779 authorizes the City Manager, when he or she determines that the public interest would be served by such an agreement, to execute agreements on behalf of the City with applicants in order to provide a credit (“DIF Credits”) to the applicant against certain DIF Fees in exchange for the applicant’s construction and dedication of public improvements, upon reasonable terms and conditions as may be determined on a case by case basis and subject to City Council approval.

D. City and Developer previously entered into a statutory development agreement (File No. PDA 21-006), pursuant to Section 65864, et seq., of the Government Code (“Development Agreement”). Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements and such Improvements are included in the City’s Development Impact Fee (DIF) Program (“DIF Program”) as a project, or a portion of a project and eligible for DIF Credits against DIF Fees.

E. Many of the Improvements required to be constructed by Developer are regional in nature and will benefit a much larger area beyond the Property, including, without limitation, areas within the broader Ontario Ranch area. The cost of these regional Improvements greatly exceeds both the DIF Fees Developer is required to pay 280
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in conjunction with the development of the Property and/or the ability of Developer to use or timely monetize such DIF Credits under the City’s current DIF Program.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

6. Notices. Any written notice, statement, demand, consent approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:
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If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Euclid Land Venture 2, LLC
c/o Real Estate Development Associates, LLC
4450 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660
Attn: Jason Krotts
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt, Esq.

Email: [email protected]
Phone: (949) 851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate confirmation, answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

9. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

10. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

12. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Monetized DIF Credits
[Signatures On Next Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
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“DEVELOPER”
EUCLID LAND VENTURE 2, LLC
a Delaware limited liability
Dated: By:

Name:

Its:
_________________________
_________________________
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ACKNOWLEDGEMENT

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.

ACKNOWLEDGEMENT

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. 288
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Exhibit 1
-1-
Exhibit 1
Legal Description of Property
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Exhibit 2
-1-
Exhibit 2
Map of Property
Parcel Map 20517
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Exhibit 3
-1-
Exhibit 3
Monetized DIF Credits
Euclid Land
Venture, LLC
Euclid Land
Venture 2, LLC
Grove Land
Venture, LLC
PDIF 21-001 PDIF 26-002 PDIF26-003

REGIONAL SEWER - ESTIMATED DIF CREDITS
Euclid Avenue - Kimball Avenue to Merrill Avenue [cost share with Prologis] NOTE 1 SW-002 4,619,810 4,619,810 4,619,810
Merrill Avenue Sewer - Euclid to Sultana only SW-002 1,826,248 Merrill Avenue Sewer - Euclid to Campus only SW-002 3,652,496 Merrill Avenue Sewer - Euclid to Grove SW-002 9,131,239 Total Estimated Regional DIF Credits (less Prologis portion) 6,446,058 8,272,306 13,751,049 13,751,049

ESTIMATED REGIONAL SEWER DIF FEES
Actual Regional Sewer DIF Fees paid for ELV 145,923
Estimated Regional Sewer DIF Fees paid for ELV2 270,033 Estimated Regional Sewer DIF Fees paid for GLV 620,476
Total Estimated Regional DIF Fees 145,923 270,033 620,476

LOCAL ADJACENT SEWER - ESTIMATED DIF CREDITS
Euclid Trunk Sewer - 20" from Merrill to Eucalyptus SW-011 4,336,018 Sultana Trunk Sewer - 16" from Merrill to Eucalyptus SW-054 3,505,878 3,505,878 Campus Trunk Sewer - 16" from Merrill to Eucalyptus SW-055 3,069,509 Bon View Trunk Sewer - 16" from Merrill to Eucalyptus SW-010 4,398,540 Grove Trunk Sewer - 20" from Merrill to Eucalyptus SW-009 4,321,730 7,841,896 6,575,387 8,720,270 $ 19,631,675

ESTIMATED LOCAL ADJACENT SEWER DIF FEES
Actual Local Adjacent Sewer DIF Fees paid for ELV 219,723 Estimated Local Adjacent Sewer DIF Fees paid for ELV2 404,433 Estimated Local Adjacent Sewer DIF Fees paid for GLV 672,716 Total Estimated Local Adjacent DIF Fees 219,723 404,433 672,716

REGIONAL WATER - ESTIMATED DIF CREDITS
Eucalyptus Avenue - Grove Avenue to Carpenter Avenue (Prologis) WT-011 Prologis Prologis Prologis
Grove Avenue - Eucalyptus Avenue to Chino Avenue (Phase 2A Water in lieu Fee) WT-011 5,704,275 5,704,275 5,704,275 Balance of Phase 2 Water System north of Chino Avenue (Phase 2B in lieu Fee) waived 958,917 2,048,438
Total Estimated Regional DIF Credits 5,704,275 6,663,192 7,752,713 8,711,630

ESTIMATED REGIONAL WATER DIF FEES
Actual Regional Water DIF Fees paid for ELV 2,569,581
Estimated Regional Water DIF Fees paid for ELV2 2,948,165 Estimated Regional Water DIF Fees paid for GLV 5,721,317 Total Estimated Regional DIF Fees 2,569,581 2,948,165 5,721,317

PRELIMINARY ESTIMATE OF DEVELOPER'S DIF CREDITS AND DIF FEE OBLIGATIONS RELATING TO THE ACCELERATED

MONETIZABLE DIF CREDITS
$ (2,527,433)
Estimated Regional Sewer DIF
Credits less estimated Regional
Sewer DIF Fees paid
$ 12,714,617
Estimated Local Adjacent Sewer
DIF Credits less estimated Local
Adjacent Sewer DIF Fees paid
$ 18,334,803
Estimated Regional Water DIF
Credits less actual Regional Water
DIF Fees paid
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Exhibit 3 - Continued
-2-
Exhibit 3 - Continued
Monetized DIF Credits
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103
File No. PDIF26-003

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT

FOR FACILITY CONSTRUCTION
By and Between
City of Ontario
a California municipal corporation
and
Grove Land Venture, LLC
a Delaware limited liability company
_________________, 2026
San Bernardino County, California
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1 DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR FACILITY

CONSTRUCTION BY AND BETWEEN THE CITY OF ONTARIO AND
FILE NO. PDIF26-003
This DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (“DIF Credit Agreement”), entered into this _____ day of ______ 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and GROVE LAND VENTURE, LLC, a Delaware limited liability company, hereinafter referred to as the “Developer.”

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the South Ontario Logistics Center Specific Plan (“Specific Plan”) and Parcel Map No. 20161 (the “Parcel Map”). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (the “Property”). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

D. City and Developer previously entered into a statutory development agreement (File No. PDA 21-005), pursuant to Section 65864, et seq., of the Government Code (“Development Agreement”). Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements identified in Exhibit 3 and such Improvements are included in the City’s Development Impact Fee (DIF) Program as a project, or a portion of a project and eligible for credits against DIF Fees.

E. City and Developer have agreed that the costs to design and construct the Improvements shall be eligible for DIF Credit in accordance with the City’s Ontario Ranch 294
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2 DIF Credit policies as contained in the City’s DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2005-005, 2005-099, 2007-023, 2007- 150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, and 2025-010.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

1. Definitions. For purposes of this Agreement, the terms below shall be defined as follows:
“Acceptable Title” means title to land or an interest therein required for the operation of an Improvement, in form acceptable to the City Manager, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the City Manager as not materially interfering with the actual or intended use of the land or interest therein required for the operation of an Improvement. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute “Acceptable Title.”
“Acceptance Date” means the earlier of (i) the date the City Manager or his or her designee takes final action, in writing, to accept dedication or transfer of an Improvement or (ii) the date determined pursuant to Section 3 below. “Bid Documents” means all designs, bid documents, construction plans and specifications, system layout drawings and other construction documents and permits relating to an Improvement.
“Certificate of DIF Credit” means a City certificate for the issuance of DIF Credit to Developer in the form attached hereto as Exhibit 5. “City DIF Program and Policies” means Ordinance Nos. 2779 and 2780 and Resolution Nos. 2003-39, 2003-070, 2019-135, 2022-133, 2023-036, and 2025-010, as may be amended from time to time.
“City Manager” means the City Manager of the City or his or her designee. “City Engineer” means the City’s City Engineer or his or her designee. “Completed”, “Complete” and “Completion” with respect to an Improvement means that such Improvement has been completed in accordance with its Bid Documents, including any final “punch list” items, as approved in writing by the City Engineer, which approval shall not be unreasonably withheld, and that such Improvement is Usable. Notwithstanding the foregoing, if an Improvement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property is only a portion of a larger work of improvement, then a determination of “Completed” or 295
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3 “Completion” with respect to that Improvement shall be made only as to that Improvement and not with respect to the larger work of improvement of which it is a portion. “Credit Request” means a document, substantially in the form of Exhibit 6, to be used by Developer in requesting DIF Credits with respect to one or more Improvements.
“Days” shall mean business days unless otherwise stated. “Developer Contract” means a contract between the Developer and a qualified contractor awarded for the construction of the Improvements at the direction of Developer.
“Development Agreement” has the meaning set forth in Recital D above. “DIF” or “Development Impact Fees” or “DIF Fees” means the development impact fees imposed within the City pursuant to City Ordinance Nos. 2779 and 2780 and City Resolution Nos. 2003-039, 2003-070, 2005-005, 2005-099, 2007-023, 2007-150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, 2023-036, 2025-010, and any subsequent City ordinances and resolutions lawfully adopted by the City Council to update or modify such development impact fees. “DIF Credit” means credits earned against the payment of DIFs pursuant to this Agreement.
“DIF Obligation” means the amount of Developer’s total obligation for Development Impact Fees in either the Regional or Local Adjacent portion of a DIF category for the Property. Developer’s DIF Obligation amounts for each DIF Category shall be as provided in Exhibit 4.
“DIF Program” means the Development Impact Fee Program and the capital improvement projects and public infrastructure identified in the Development Impact Fee Program, adopted and amended by the City from time to time. “Effective Date” means the date set forth in the first paragraph of this Agreement.
“Eligible Cost” means the substantiated cost of an Improvement to be used in calculating DIF Credit amounts, which costs may include: (i) the costs for the construction (including grading) of such Improvement, (ii) costs directly related to the construction and/or acquisition of the Improvement, such as costs of payment, performance and/or maintenance bonds, the professional costs of material testing, and insurance costs (including costs of any title insurance required); (iii) the cost of acquiring any real property or interest therein in order to construct or operate the Improvement, (iv) the fees paid to the City and any other governmental agencies for, and all other costs incurred in connection with, obtaining permits, licenses or other governmental approvals for such Improvement, (v) the costs incurred in preparing Bid Documents and the related costs of geotechnical and environmental evaluations of the Improvement, (vi) costs of 296
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4 construction and project management, administration and supervision (but only up to five percent (5%) of the costs described in clause (i) above) incurred for the construction of such Improvement, (vii) professional costs associated with such Improvement, such as design, engineering, accounting, inspection, construction staking, and similar professional services including legal services related to the review of construction contracts. The maximum amount of Eligible Costs described in clauses (v) through (vii) shall be limited to a total of fifteen percent (15%) of the costs described in clause (i).

2. Construction and Funding of Improvements by Developer. Developer shall commence the Improvements in accordance with the terms of the Development Agreement and individual Parcel Map, including any extension thereof. Upon commencement of the Improvement(s), Developer agrees to proceed expeditiously with the construction of the Improvement(s) under the terms herein. For the purposes of this Agreement, commencement of the Improvements shall mean when Developer receives the first permit from City for grading of the Property. If Developer is unable or unwilling to proceed with, and Complete, the construction of the Improvement(s) for any reason, and subject to the provisions in Section 17 below, Developer shall be considered to be in default of this Agreement. City and Developer agree that Developer shall award, or cause to be awarded, all contracts for the construction of the Improvements and that this Agreement as necessary to assure the timely and satisfactory Completion of such Improvements. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of the Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and 297
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5 care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall not be relieved of its obligation to construct the Improvements and cause title to the Improvements to be conveyed to the City even if the DIF Credit Amount is less than the actual cost of the Improvements.

5. Maintenance and Warranties to be provided to City. Developer shall maintain the Improvement in good and safe condition until the Acceptance Date of the Improvement. Prior to the Acceptance Date, Developer shall, at its sole cost and expense, be responsible for performing any required maintenance on the Improvement.

On or before the Acceptance Date of the Improvement, Developer shall assign to the City all of Developer’s rights in any warranties, guarantees, maintenance obligations or other 298
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6 evidence of contingent obligations of third persons with respect to such Improvement.

7. Limitations on the Issuance of DIF Credit to Developer upon Completion of an Improvement. The amount of DIF Credit to be issued by City shall be limited to the amount of the DIF Program Costs for the Improvement (or accepted portion of the Improvement). The DIF Program Costs identified in the City’s DIF Program shall be subject to change, from time to time, as part of the continuing update of the City’s DIF Program. The DIF Program Costs for the Improvement (or accepted portion of the Improvement) shall be those in effect at the time the DIF Credit Request is submitted to the City.
(a) To the extent that Developer incurred costs for the design of the Improvements, Developer agrees that the DIF Credit, up to ten percent (10%) of DIF Program Costs, for such design cost portion of the Improvements shall be issued to the Developer.
(b) The DIF Credit that the Developer will receive upon Completion of the Improvements may be exchanged for a refund of DIF that was paid by the Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

8. Issuance of a DIF Credit Certificate. When an Improvement is Complete, Developer shall submit a DIF Credit Request to City with all supporting documentation evidencing the total actual Eligible Costs of the Improvement at the time of submittal. The City Manager or designee shall determine the completeness of the DIF Credit Request and notify Developer of whether the DIF Credit Request is considered complete or if additional information is needed from Developer. Once the DIF Credit Request is considered complete, the City Manager or designee shall use his or her best efforts to 299
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7 determine the total actual Eligible Costs of the Improvements and provide Developer with a Certificate of DIF Credit within twenty (20) Days following receipt of the completed DIF Credit Request.

10. Assignment of DIF Credits. Developer shall have the right to transfer or assign DIF Credits provided for herein, to any person, partnership, limited liability company, joint venture, firm or corporation; provided, however, that any such sale, transfer or assignment shall only be made in strict compliance with the following:
(a) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, Developer (i) shall notify the City Manager, in writing, of such sale, transfer or assignment and (ii) shall provide the City with an executed agreement, by purchaser, transferee or assignee that identifies the amount of DIF Credits transferred.
(b) Except for the limited assignment above of DIF Credits, any assignment by Developer of any of the obligations of Developer under this Agreement (a “DIF Improvement Assignment”) with regards to the Improvements listed in Exhibit 4, shall identify the Improvements that are the subject of the Assignment Agreement and require the written approval of the City Manager, which approval shall not be unreasonably withheld so long as adequate security as determined by City in its sole discretion, is in place to secure the Completion of the subject Improvements and any DIF Improvement Assignment not made in strict compliance with the foregoing conditions (other than a transfer under Section 19 below) shall, unless such obligations are performed by Developer when required by this Agreement notwithstanding such assignment, constitute a default by Developer and City shall have no further obligations with regard to acceptance of Certificates of DIF Credit issued to Developer, including any DIF Credit assigned or transferred by Developer.
(c) If Developer enters into a DIF Improvement Assignment with a successor in interest with respect to all or a part of the Property (a “Successor Developer”) in accordance with Section 10(b) and the Successor Developer obtains DIF Credit pursuant to this Agreement upon its completion of the Improvements identified in the DIF Improvement Assignment, then
(i) such Successor Developer shall have the right to sell, transfer or assign to Developer, and Developer shall have the right to acquire from such Successor Developer, all or a portion of such DIF Credit by complying only with Section 10(b) above, and
(ii) Developer shall have the right to sell, transfer or assign all or a portion of such DIF Credit to other Successor Developers who acquire other portions of 300
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8 the Property by complying only with Section 10(b) above, if the sale, transfer or assignment of such DIF Credit occurs concurrently with the conveyance of another portion of the Property to the other Successor Developer.

11. Additional Documents/Actions. The City Manager is authorized to approve and execute any documents and to take any actions necessary to effectuate the purposes of this Agreement.

12. Integration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. This Agreement and that certain Memorandum of Agreement Regarding Development Impact Fee Credits (“MOA”) recorded concurrently herewith, are companion documents and are intended to be interpreted together. The MOA supplements this Agreement with respect to, among other things, the timing and methodology for monetization of certain DIF Credits.

14. Default and Force Majeure.
(a) Default. Failure or delay by Developer or City to perform any of its obligations under this Agreement constitutes a default by such party under this Agreement. The party alleged to be in default shall have thirty (30) days after the date of the written notice by the other party to commence to cure such default. The party alleged to be in default shall diligently pursue such cure to completion within thirty (30) days or a reasonable timeframe if such default cannot be reasonably cured within thirty (30) days, as established in the written notice provided by the party asserting the default. If the party alleged to be in default has not cured its default within the cure period set forth therein, the defaulting party shall be deemed in breach. Any failure or delay in giving such notice or in asserting any rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive the party not in default of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any of its rights or remedies. If any default by Developer is not cured within the time period provided by the City, City shall be entitled 301
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9 to terminate this Agreement in its entirety and thereafter, the City shall be under no obligation to perform any of City's obligations hereunder, including, but not limited to, the issuance of DIF Credits that Developer may claim.
(b) Force Majeure. Notwithstanding the provisions contained in the foregoing paragraph, performance by either party hereunder shall not be deemed to be in default where delay or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, epidemics, quarantine restrictions, freight embargoes, public transportation stoppage, governmental restrictions or priority, litigation brought by a third party, unusually severe weather, reasonably unforeseeable property conditions, acts of the other party, acts or failure to act of the other party or any other public or governmental agency or entity, or any causes beyond the control or without the failure of the party claiming an extension of time to perform (a “Force Majeure Event”).

14. 15. Licenses and Permits. The Developer shall secure (or shall cause to be secured) any and all permits that may be required by the City or any other governmental agency affected by the construction of the Improvements. The Developer shall be 302
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10 responsible for paying all applicable fees and charges to the City to obtain any land use entitlements and permits that are necessary to construct the Improvements.

18. Other Obligations. Nothing contained herein shall be construed as affecting the Developer’s respective duty to perform its respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Property, which obligations are and shall remain independent of the Developer’s rights and obligations, and the City’s rights and obligations, under this Agreement; provided, however, that the Developer shall use its reasonable and diligent efforts to perform each and every covenant to be performed by it under any lien or encumbrance, instrument, declaration, covenant, condition, restriction, license, order, or other agreement, the nonperformance of which could reasonably be expected to materially and adversely affect the design, acquisition, construction and installation of the 303
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11 Improvements. This Agreement is not, and shall not be construed as, a statutory development agreement as authorized by Government Code sections 65864 et seq., and this Agreement shall not be interpreted as limiting the authority of the City to adopt and amend regulations concerning permitted uses of property, the density or intensity of use, the maximum height and size of proposed buildings, provisions for the reservation or dedication of land or the payment of impact fees for public purposes.

The agreements and covenants included herein shall be binding on and inure to the benefit of any partners, permitted and accepted assigns, and successors-in-interest of the parties hereto.

20. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer.

23. Mortgagee Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer, at Developer’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 Property. Developer shall have the right to encumber and assign its rights and interests hereunder to the lenders providing such financing as security for such financing without the consent of the City and without complying with Section 10 hereof. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. A mortgagee of the Property shall be entitled to the following rights and privileges:
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12 (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value, unless otherwise required by law. (b) The mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the mortgagee within ten (10) days following the sending of the notice of default to Developer. The mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of 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 Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer 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 by any mortgagee in possession shall be subject to the provisions of Section 10 of this Agreement.

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Grove Land Venture, LLC
c/o Real Estate Development Associates, LLC
4450 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660
Attn: Jason Krotts
305
46700.10300\34006733.2
13 with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
With a copy to (legal counsel, if applicable):

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt. Esq.

Email: [email protected]
Phone: (949)851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

27. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

28. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

29. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
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14 30. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Description of Improvements
Exhibit 4 – Estimated Costs of Improvements
Exhibit 5 – Certificate of DIF Credit
Exhibit 6 – DIF Credit Request
Exhibit 7 – Form of Assignment, Sale, or Transfer of DIF Credit [Signatures On Next Page]
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15 IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
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16 “DEVELOPER”
Grove Land Venture, LLC
a Delaware limited liability company
Dated: By:

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

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

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

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature: (Seal)
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Exhibit 1
Exhibit 1
Legal Description of Property
Parcel Map 20161
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Exhibit 2
Exhibit 2
Map of Property
Parcel Map 20161
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Exhibit 3
Exhibit 3
Description of Improvements
DIF Eligible Facilities: The DIF Eligible Facilities consist of the following Components and Segments; provided, however, that each such Segment described below shall constitute a Segment for purposes of this Agreement only if such Segment was constructed by or on behalf of the developer.
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Exhibit 3
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Exhibit 3
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Exhibit 4
Exhibit 4
Estimated Costs of Improvements
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Exhibit 4
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Exhibit 4
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Exhibit 5
Exhibit 5
Certificate of DIF Credit
Pursuant to Section 6 of the Development Impact Fee Credit Agreement for Facility Construction by and between the City of Ontario and
_______________________________ dated _______________________, 202_, the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called the "Fee Credit Agreement" , the City of Ontario hereby certifies that Developer is entitled to the following amount and nature of DIF Credits:

Amount of Credit: $
Infrastructure Category of DIF:

Local Adjacent or Regional Category of DIF:

Scott Ochoa, City Manager
Dated:
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Exhibit 6
Exhibit 6
DIF Credit Request
The undersigned (the “Developer”), hereby requests DIF Credits in the DIF categories and amounts specified in Attachment 1 hereto. In connection with this Credit Request, the undersigned hereby represents and warrants to the City as follows:

4. The Improvement for which credit is requested was constructed in accordance with the requirements of the Fee Credit Agreement.

5. Please issue a Certificate of DIF Credit to the Developer in the amount requested.

I declare under penalty of perjury that the above representations and warranties are true and connect.

DEVELOPER CITY
[INSERT ENTITY] Credit Request Approved
By: By:

Authorized Representative of Developer Scott Ochoa, City Manager Date: Date:
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Exhibit 6
ATTACHMENT 1

SUMMARY OF IMPROVEMENTS AND REQUESTED DIF CREDITS
Improvement Eligible Costs/Contract Amount DIF Credit Requested [List here all Improvements for
which credit is requested, and attach support documentation] 322
Exhibit 7
Form of Assignment, Sale, or Transfer of DIF Credit
From _______________ to ___________________
This Sale or Transfer of DIF Credit (“DIF Credit Transfer”) is entered into as of _________, 20__, between __________________________, a __________ _______________“Transferor”)
and_______________________________________ (“Transferee”).

A. Transferor is doing business in the City of Ontario.

C. Transferee is owner of real property within the City of Ontario and further described as Parcel Map or Tract Map No. _____ . (or other description of the property).

D. Pursuant to the terms of this DIF Credit Assignment, Transferee desires to receive from the Transferor, a share of the DIF Credit issued to Transferor doing business in the City.

For good, valuable and sufficient consideration received, the receipt of which is hereby acknowledged, the Transferor and Transferee hereby agree as follows:

1. TRANSFER
The Transferor hereby assigns, transfers and conveys to Transferee the DIF Credit of:

DIF Credit Category DIF Credit Amount

2. ACCEPTANCE
Transferee hereby accepts and assumes DIF Credit as listed above.

This Transfer Agreement shall become effective as of the date first above written.

4. TRANSFEROR’S REPRESENTATIONS AND WARRANTIES.

The Transferor makes the following representations and warranties, which representations and warranties shall survive this DIF Credit Transfer:

The Transferor has the full power and authority to enter into this DIF Credit Transfer.

From and after the date of this DIF Credit Transfer, the Transferor shall have no further rights, title or interest in or to the DIF Credit.

5. TRANSFEREE’S REPRESENTATION AND WARRANTIES.

Transferee makes the following representations and warranties, which representations and warranties shall survive this Transfer:

Transferee is the owner of Parcel Map or Tract Map No. _______ (or other property description) in the City of Ontario.

Transferee has the full power and authority to enter into this DIF Credit Transfer.

This DIF Credit Transfer, when executed, shall constitute a valid and legal obligation binding as to Transferee.

6. NOTICES.

All notices, consents, waivers and other communications under this DIF Credit Transfer must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties); (c) when received by the addresses as confirmed by a confirmation receipt, if sent by facsimile to the appropriate facsimile number designated below (or to such other facsimile number as the parties may designate by notice to the other parties).

If to the Transferor: Entity Name:

Address:
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3 Attention:

Phone:

Email:

If to Transferee: Entity Name:

Address:

Attention:

Phone: (___) ____________
Email:

7. GENERAL PROVISIONS.

Counterparts. This DIF Credit Transfer may be executed in counterparts.

Construction. Every covenant, term and provision of this DIF Credit Transfer shall be construed simply according to its fair meaning and not strictly for or against any party.

No Modifications. No supplement, modifications or amendment to this DIF Credit Transfer shall be binding unless executed in writing by both parties.

Further Assurances. The Transferor and Transferee each agree to execute such other documents and perform such other acts as may be necessary or desirable to effectuate this DIF Credit Transfer.

IN WITNESS WHEREOF, the Transferor and Transferee have duly executed this DIF Credit Transfer as of the date first written above. 325
4 TRANSFEROR:

Entity Name __________________, a
By:

By:

TRANSFEREE:

Entity Name , a
By:

By:
(All Signatures must be notarized)
326
EXHIBIT “C-2” to Transfer of DIF Credit
(Certificate of DIF Credit)
(Original DIF Credit Certificate issued by City must be attached). 327
EXHIBIT “D-3” to Transfer of DIF Credit
Available DIF Credit Reconciliation
DIF Credit Category ________________________________
Assigned to: __________________________
Date Assigned to: ___________________
Transferee: ______________________________________
Date Transferred: ________________________________
Starting
DIF Credit
Balance
Amount
Redeemed
Date Remaining
DIF Credit
Balance
City’s
Initials
Transferee’s
Initials
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Space above this line for Recorder’s Use
Exempt from Fees Per Gov. Code § 6103

MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
By and Between
City of Ontario
a California municipal corporation
and
Grove Land Venture, LLC
a Delaware limited liability company
, 2026
San Bernardino County, California
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MEMORANDUM OF AGREEMENT REGARDING

DEVELOPMENT IMPACT FEE CREDITS
This MEMORANDUM OF AGREEMENT REGARDING DEVELOPMENT IMPACT FEE CREDITS (“Agreement”), entered into this ______ day of _________, 2026, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the “City,” and GROVE LAND VENTURE, LLC, a Delaware limited liability company, hereinafter referred to as the “Developer.”

C. On July 1, 2003, City Ordinance No. 2779 was adopted establishing certain development impact fees (“DIF Fees”) to be paid as a condition to the issuance of certain entitlements within the City. Section 7 of Ordinance 2779 authorizes the City Manager, when he or she determines that the public interest would be served by such an agreement, to execute agreements on behalf of the City with applicants in order to provide a credit (“DIF Credits”) to the applicant against certain DIF Fees in exchange for the applicant’s construction and dedication of public improvements, upon reasonable terms and conditions as may be determined on a case by case basis and subject to City Council approval.

D. City and Developer previously entered into a statutory development agreement (File No. PDA 21-005), pursuant to Section 65864, et seq., of the Government Code (“Development Agreement”). Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the Improvements and such Improvements are included in the City’s Development Impact Fee (DIF) Program (“DIF Program”) as a project, or a portion of a project and eligible for DIF Credits against DIF Fees.

E. Many of the Improvements required to be constructed by Developer are regional in nature and will benefit a much larger area beyond the Property, including, without limitation, areas within the broader Ontario Ranch area. The cost of these regional Improvements greatly exceeds both the DIF Fees Developer is required to pay 330
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in conjunction with the development of the Property and/or the ability of Developer to use or timely monetize such DIF Credits under the City’s current DIF Program.

I. The exact modifications of the DIF Program to accommodate the accelerated monetization mentioned above are not yet final. Notwithstanding the current lack of certainty, the City agrees to modify its DIF Program to incorporate provisions to accelerate the monetization of the Monetized DIF Credits above and beyond what would otherwise be monetized under the current DIF Program by December 31, 2026 that will provide for the monetization of such Monetized DIF Credits on or before December 31, 2033.
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

6. Notices. Any written notice, statement, demand, consent approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:
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If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to DEVELOPER:

Grove Land Venture, LLC
c/o Real Estate Development Associates, LLC
4450 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660
Attn: Jason Krotts
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Eighth Floor
Irvine, CA 92614
Attn: Matthew R. Fogt, Esq.

Email: [email protected]
Phone: (949) 851-5453
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, upon the sender’s receipt of an appropriate confirmation, answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

8. Attorneys’ Fees. If any action is instituted to interpret or enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party thereto reasonable attorney’s fees and costs of such suit (including both prejudgment and post judgment fees and costs) as determined by the court as part of the judgment.
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9. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

10. Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

12. Incorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 – Legal Description of Property
Exhibit 2 – Map of Property
Exhibit 3 – Monetized DIF Credits
[Signatures On Next Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
“CITY”
CITY OF ONTARIO, a California
municipal corporation
Dated: By:

Scott Ochoa, City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
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“DEVELOPER”

GROVE LAND VENTURE, LLC
a Delaware limited liability
Dated: By:

Name:

Its:
_________________________
_________________________
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ACKNOWLEDGEMENT

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.

ACKNOWLEDGEMENT

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. 338
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Exhibit 1
-1-
Exhibit 1
Legal Description of Property
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Exhibit 2
-1-
Exhibit 2
Map of Property
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Exhibit 3
-1-
Exhibit 3
Monetized DIF Credits (Continued)
Euclid Land
Venture, LLC
Euclid Land
Venture 2, LLC
Grove Land
Venture, LLC
PDIF 21-001 PDIF 26-002 PDIF26-003

PRELIMINARY ESTIMATE OF DEVELOPER'S DIF CREDITS AND DIF FEE OBLIGATIONS RELATING TO THE ACCELERATED

MONETIZABLE DIF CREDITS
$ (2,527,433)
Estimated Regional Sewer DIF
Credits less estimated Regional
Sewer DIF Fees paid
$ 12,714,617
Estimated Local Adjacent Sewer
DIF Credits less estimated Local
Adjacent Sewer DIF Fees paid
$ 18,334,803
Estimated Regional Water DIF
Credits less actual Regional Water
DIF Fees paid
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Exhibit 3
-2-
Exhibit 3
Monetized DIF Credits
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Department: Public Works
Prepared By: Daniel P Beers
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Rene Guerrero, Andrea Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 12
SUBJECT: AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH RMA

GROUP AND AN AMENDMENT TO THE AGREEMENT WITH KIZH NATION

RESOURCES MANAGEMENT FOR THE ONTARIO SPORTS EMPIRE PROJECT

CITY OF ONTARIO
Agenda Report
July 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council take the following actions:

A. Authorize the City Manager, or his designee, to execute Amendment No. 6 to the Professional Services Agreement with RMA Group, of Rancho Cucamonga, California, to provide on-call geotechnical consulting, materials testing, and special inspection services for the Ontario Sports Empire project in the amount of $1,504,150 for a total not-to-exceed contract amount of $7,147,513; and
B. Authorize an extension to the Agreement with Kizh Nation Resources Management to monitor all groundwork to ensure that any Native American Cultural Resources are properly mitigated per the approved Environmental Impact Report for the Ontario Sports Empire project in the amount of $385,805 for a total not-to-exceed contract amount of $1,386,765.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT: The proposed Amendment No. 6 to the Professional Services Agreement with RMA Group is in the amount of $1,504,150 for a total not-to-exceed contract amount of $7,147,513. The Kizh Nation Resources Management agreement extension is in the amount of $385,805 for a total not-to-exceed contract amount of $1,386,765. If approved, additional appropriations in the Capital Projects – Measure Q Fund will be included in future quarterly budget updates to the City Council as needed for the Ontario Sports Empire project.

BACKGROUND & ANALYSIS: On October 15, 2024, the City Council approved an amendment to the Professional Services Agreement with RMA Group to provide geotechnical consulting, materials 343
testing and special inspection services for the Ontario Sports Empire project. Staff recommends approving Amendment No. 6 to the Professional Services Agreement with RMA Group to provide additional geotechnical consulting, compaction testing, fenestration testing, and special inspection services for the Ontario Sports Empire project.

On August 6, 2024, the City Council approved the Environmental Impact Report for the Ontario Sports Empire. On October 10, 2024, the City Council approved an Agreement with Kizh Nation Resources Management for Native American Cultural Resources mitigation for the Professional Baseball Stadium project. If the extension is approved, as recommended, Kizh Nation Resources Management will monitor all groundwork to ensure the Native American Cultural Resources are properly mitigated per the approved Environmental Impact Report for the Ontario Sports Empire project.
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Ontario City CouncilJuly 7, 2026

Ontario City Council
July 7, 2026