Agenda packet — Rancho Cucamonga City Council, January 19, 2022 (part 2 of 5)

For the Month Ending December 31, 2021Managed Account Detail of Securities Held CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par
Corporate Note

CITIGROUP CORP NOTES
DTD 05/02/2016 3.400% 05/01/2026
181,998.60 185,031.71 963.33 187,113.90 05/27/2105/25/21A3BBB+ 170,000.00 172967KN0 1.29 AMAZON.COM INC CORPORATE NOTES
DTD 05/12/2021 1.000% 05/12/2026
370,806.75 375,313.17 510.42 375,356.25 05/27/2105/25/21A1AA 375,000.00 023135BX3 0.98

IBM CORP
DTD 05/15/2019 3.300% 05/15/2026
160,319.85 164,147.14 632.50 165,211.50 09/03/2109/01/21A3A- 150,000.00 459200JZ5 1.08

ASTRAZENECA FINANCE LLC (CALLABLE)
CORP
DTD 05/28/2021 1.200% 05/28/2026
148,088.70 150,756.94 165.00 150,814.50 09/03/2109/01/21A3A- 150,000.00 04636NAA1 1.08

TOYOTA MOTOR CREDIT CORP CORPORATE
NOTES
DTD 06/18/2021 1.125% 06/18/2026
108,122.85 109,771.25 44.69 109,755.80 09/13/2109/08/21A1A+ 110,000.00 89236TJK2 1.17

AMERICAN HONDA FINANCE CORPORATE
NOTES
DTD 09/09/2021 1.300% 09/09/2026
197,194.80 197,122.74 808.89 197,074.00 12/03/2112/01/21A3A- 200,000.00 02665WDZ1 1.62

BANK OF NY MELLON CORP CORPORATE
NOTES
DTD 07/27/2021 1.050% 10/15/2026
194,837.20 195,404.25 443.33 195,328.00 12/03/2112/01/21A1A 200,000.00 06406RAV9 1.55 15,312.57 2,540,047.37 2,575,462.80 1.22 2,590,591.70 2,465,000.00 Security Type Sub-Total Commercial Paper

LMA AMERICAS LLC COMM PAPER
DTD 05/25/2021 0.000% 01/25/2022
794,887.91 794,915.20 0.00 794,137.87 05/26/2105/25/21P-1A-1 795,000.00 53944RAR9 0.16

0.00 794,887.91 794,915.20 0.16 794,137.87 795,000.00 Security Type Sub-Total Certificate of Deposit - FDIC Insured

ENERBANK USA
DTD 07/24/2020 0.450% 07/24/2024
242,636.24 245,000.00 24.16 245,000.00 07/24/2007/24/20NRNR 245,000.00 29278TQD5 0.45 Account 73340100 Page 6

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MEDALLION BANK UTAH
DTD 07/30/2020 0.550% 07/30/2025
240,625.04 245,000.00 7.38 245,000.00 07/30/2007/30/20NRNR 245,000.00 58404DHQ7 0.55

31.54 483,261.28 490,000.00 0.50 490,000.00 490,000.00 Security Type Sub-Total Asset-Backed Security
HAROT 2021-4 A3
DTD 11/24/2021 0.880% 01/21/2026
69,851.20 69,985.61 17.11 69,985.24 11/24/2111/16/21AaaNR 70,000.00 43815GAC3 0.89 VALET 2021-1 A3
DTD 12/13/2021 1.020% 06/22/2026
105,006.83 104,995.93 32.73 104,995.88 12/13/2112/07/21AaaAAA 105,000.00 92868KAC7 1.02 COMET 2021-A3 A3
DTD 11/30/2021 1.040% 11/16/2026
179,249.87 179,975.64 161.20 179,975.20 11/30/2111/18/21NRAAA 180,000.00 14041NFY2 1.04 211.04 354,107.90 354,957.18 1.01 354,956.32 355,000.00 Security Type Sub-Total 27,890,000.00 28,337,609.60 0.54 47,343.56 28,242,002.10 27,943,748.37 Managed Account Sub-Total $27,890,000.00 $28,337,609.60 $47,343.56 $28,242,002.10 $27,943,748.37 0.54% $27,991,091.93
$47,343.56
Total Investments
Accrued Interest
Securities Sub-Total
Account 73340100 Page 7

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For the Month Ending December 31, 2021Managed Account Fair Market Value & Analytics CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Value On Cost Amort CostCUSIP Broker Date PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration
U.S. Treasury Bond / Note
(5,821.24)(6,005.00) 2,359,456.91 99.77 HSBC 2,365,000.00 91282CAX9US TREASURY NOTES DTD 11/30/2020 0.125% 11/30/2022

0.38 0.91
(13,152.22)(48,948.17) 2,365,642.85 103.08 HSBC 2,295,000.00 9128284S6US TREASURY NOTES DTD 05/31/2018 2.750% 05/31/2023

0.56 1.39
(6,658.12)(6,328.18) 992,031.20 99.20 MERRILL 1,000,000.00 91282CCN9US TREASURY N/B NOTES DTD 07/31/2021 0.125% 07/31/2023

0.63 1.58
(5,991.42)(5,776.13) 787,919.57 99.11 CITIGRP 795,000.00 91282CCU3US TREASURY N/B NOTES DTD 08/31/2021 0.125% 08/31/2023

0.66 1.66
(2,417.39)(2,235.93) 790,528.13 99.44 CITIGRP 795,000.00 91282CDD0US TREASURY N/B NOTES DTD 10/31/2021 0.375% 10/31/2023

0.68 1.83
(22,147.55)(58,177.46) 2,352,165.51 104.08 CITIGRP 2,260,000.00 9128285P1US TREASURY NOTES DTD 11/30/2018 2.875% 11/30/2023

0.73 1.87
(2,735.12)(2,148.39) 987,343.80 98.73 JPM_CHA 1,000,000.00 91282CBE0US TREASURY NOTES DTD 01/15/2021 0.125% 01/15/2024

0.75 2.04
(23,833.99)(23,067.48) 1,948,152.25 98.64 BARCLAY 1,975,000.00 91282CCC3US TREASURY N/B NOTES DTD 05/15/2021 0.250% 05/15/2024

0.83 2.37
(4,134.87)(3,984.38) 335,006.25 98.53 MERRILL 340,000.00 91282CCG4US TREASURY N/B NOTES DTD 06/15/2021 0.250% 06/15/2024

0.86 2.45
(2,767.16)(2,304.69) 987,500.00 98.75 JPM_CHA 1,000,000.00 91282CCL3US TREASURY N/B NOTES DTD 07/15/2021 0.375% 07/15/2024

0.87 2.53
(29,928.45)(42,578.13) 2,031,250.00 101.56 GOLDMAN 2,000,000.00 912828YV6US TREASURY NOTES DTD 11/30/2019 1.500% 11/30/2024

0.96 2.86
(26,318.01)(23,317.38) 1,531,687.50 97.25 WELLS_F 1,575,000.00 912828ZT0US TREASURY NOTES DTD 05/31/2020 0.250% 05/31/2025

1.07 3.40
(9,688.27)(9,160.16) 483,750.00 96.75 NOMURA 500,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026

1.19 4.05
(12,823.26)(12,660.16) 686,000.00 98.00 BNP_PAR 700,000.00 91282CBW0US TREASURY N/B NOTES DTD 04/30/2021 0.750% 04/30/2026

1.23 4.26
(23,232.48)(29,257.76) 1,038,593.80 103.86 CITIGRP 1,000,000.00 9128286X3US TREASURY NOTES DTD 05/31/2019 2.125% 05/31/2026

1.22 4.23
(816.71)(761.72) 372,539.06 99.34 MORGAN_ 375,000.00 91282CDG3US TREASURY N/B NOTES DTD 10/31/2021 1.125% 10/31/2026

1.27 4.71
(655.16)(507.81) 993,437.50 99.34 CITIGRP 1,000,000.00 91282CDG3US TREASURY N/B NOTES DTD 10/31/2021 1.125% 10/31/2026

1.27 4.71
Account 73340100 Page 8

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For the Month Ending December 31, 2021Managed Account Fair Market Value & Analytics CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Value On Cost Amort CostCUSIP Broker Date PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration
(277,218.93) 0.81 (193,121.42) 21,043,004.33 20,975,000.00 Security Type Sub-Total 2.42 Supra-National Agency Bond / Note
(4,422.16)(4,397.52) 360,332.38 98.72 JPM_CHA 365,000.00 4581X0DZ8INTER-AMERICAN DEVEL BK NOTES DTD 09/23/2021 0.500% 09/23/2024

0.98 2.71
(57,679.43)(54,863.35) 2,368,107.20 96.86 02/10/22KEYBANC 2,445,000.00 459058JS3INTL BK RECON & DEVELOP NOTES (CALLABLE)
DTD 02/10/2021 0.650% 02/10/2026

1.44 0.12
(59,260.87) 1.38 (62,101.59) 2,728,439.58 2,810,000.00 Security Type Sub-Total 0.47 Corporate Note
(710.69)(1,114.85) 283,730.15 103.17 06/30/24MORGAN_ 275,000.00 025816CG2AMERICAN EXPRESS CO CORP NOTES (CALLABLE
DTD 07/30/2019 2.500% 07/30/2024

1.25 2.42
(3,794.71)(6,366.52) 178,667.78 108.28 BNP_PAR 165,000.00 61746BDZ6MORGAN STANLEY CORPORATE NOTES DTD 01/27/2016 3.875% 01/27/2026

1.76 3.76
(3,829.46)(6,304.81) 177,265.94 107.43 11/25/25JPM_CHA 165,000.00 38143U8H7GOLDMAN SACHS GROUP INC CORP NOTES (CALL
DTD 02/25/2016 3.750% 02/25/2026

1.88 3.63
(7,939.79)(12,317.86) 361,267.34 106.26 01/01/26JSEB 340,000.00 46625HQW3JP MORGAN CORP (CALLABLE) NOTES DTD 03/23/2016 3.300% 04/01/2026

1.77 3.76
(2,962.33)(5,155.09) 177,747.41 107.73 FIFTH_3 165,000.00 06051GFX2BANK OF AMERICA CORP NOTES DTD 04/19/2016 3.500% 04/19/2026

1.63 4.02
(3,033.11)(5,115.30) 181,998.60 107.06 JPM_CHA 170,000.00 172967KN0CITIGROUP CORP NOTES DTD 05/02/2016 3.400% 05/01/2026

1.70 4.06
(4,506.42)(4,549.50) 370,806.75 98.88 UBS 375,000.00 023135BX3AMAZON.COM INC CORPORATE NOTES DTD 05/12/2021 1.000% 05/12/2026

1.26 4.28
(3,827.29)(4,891.65) 160,319.85 106.88 MORGAN_ 150,000.00 459200JZ5IBM CORP DTD 05/15/2019 3.300% 05/15/2026

1.66 4.10
(2,668.24)(2,725.80) 148,088.70 98.73 04/28/26MORGAN_ 150,000.00 04636NAA1ASTRAZENECA FINANCE LLC (CALLABLE) CORP
DTD 05/28/2021 1.200% 05/28/2026

1.50 4.22
Account 73340100 Page 9

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For the Month Ending December 31, 2021Managed Account Fair Market Value & Analytics CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Value On Cost Amort CostCUSIP Broker Date PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration
Corporate Note
(1,648.40)(1,632.95) 108,122.85 98.29 JPM_CHA 110,000.00 89236TJK2TOYOTA MOTOR CREDIT CORP

CORPORATE NOTES
DTD 06/18/2021 1.125% 06/18/2026

1.52 4.37

72.06 120.80 197,194.80 98.60 RBC 200,000.00 02665WDZ1AMERICAN HONDA FINANCE CORPORATE NOTES
DTD 09/09/2021 1.300% 09/09/2026

1.61 4.55
(567.05)(490.80) 194,837.20 97.42 DEUTSCH 200,000.00 06406RAV9BANK OF NY MELLON CORP CORPORATE NOTES
DTD 07/27/2021 1.050% 10/15/2026

1.61 4.67
(50,544.33) 1.57 (35,415.43) 2,540,047.37 2,465,000.00 Security Type Sub-Total 3.92 Commercial Paper
(27.29) 750.04 794,887.91 99.99 JPM_CHA 795,000.00 53944RAR9LMA AMERICAS LLC COMM PAPER DTD 05/25/2021 0.000% 01/25/2022

0.20 0.07
750.04 0.20 (27.29) 794,887.91 795,000.00 Security Type Sub-Total 0.07 Certificate of Deposit - FDIC Insured
(2,363.76)(2,363.76) 242,636.24 99.04 NEW ACC 245,000.00 29278TQD5ENERBANK USA DTD 07/24/2020 0.450% 07/24/2024

0.83 2.55
(4,374.96)(4,374.96) 240,625.04 98.21 NEW ACC 245,000.00 58404DHQ7MEDALLION BANK UTAH DTD 07/30/2020 0.550% 07/30/2025

1.06 3.55
(6,738.72) 0.94 (6,738.72) 483,261.28 490,000.00 Security Type Sub-Total 3.05 Asset-Backed Security
(134.41)(134.04) 69,851.20 99.79 MERRILL 70,000.00 43815GAC3HAROT 2021-4 A3 DTD 11/24/2021 0.880% 01/21/2026

0.93 2.16

10.90 10.95 105,006.83 100.01 WELLS_F 105,000.00 92868KAC7VALET 2021-1 A3 DTD 12/13/2021 1.020% 06/22/2026

1.02 2.10
(725.77)(725.33) 179,249.87 99.58 BARCLAY 180,000.00 14041NFY2COMET 2021-A3 A3 DTD 11/30/2021 1.040% 11/16/2026

1.13 2.82
(848.42) 1.06 (849.28) 354,107.90 355,000.00 Security Type Sub-Total 2.48 Account 73340100 Page 10

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For the Month Ending December 31, 2021Managed Account Fair Market Value & Analytics CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Value On Cost Amort CostCUSIP Broker Date PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration
27,890,000.00 27,943,748.37 (393,861.23) (298,253.73) 0.93 Managed Account Sub-Total 2.31 Total Investments $27,991,091.93
$47,343.56
$27,943,748.37
Accrued Interest
Securities Sub-Total $27,890,000.00 ($393,861.23) ($298,253.73) 0.93% 2.31 Account 73340100 Page 11

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For the Month Ending December 31, 2021Managed Account Security Transactions & Interest CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Transaction Type
Trade CUSIPSecurity DescriptionSettle Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method
BUY
12/03/21 AMERICAN HONDA FINANCE

CORPORATE NOTES
DTD 09/09/2021 1.300% 09/09/2026
02665WDZ1 (197,074.00) (606.67) (197,680.67) 200,000.00 12/01/21 12/03/21 BANK OF NY MELLON CORP

CORPORATE NOTES
DTD 07/27/2021 1.050% 10/15/2026
06406RAV9 (195,328.00) (280.00) (195,608.00) 200,000.00 12/01/21 12/13/21 VALET 2021-1 A3
DTD 12/13/2021 1.020% 06/22/2026
92868KAC7 (104,995.88) 0.00 (104,995.88) 105,000.00 12/07/21 (886.67) (498,284.55)(497,397.88) 505,000.00 Transaction Type Sub-Total

INTEREST
12/15/21 US TREASURY N/B NOTES
DTD 06/15/2021 0.250% 06/15/2024
91282CCG4 0.00 425.00 425.00 340,000.00 12/15/21
12/18/21 TOYOTA MOTOR CREDIT CORP

CORPORATE NOTES
DTD 06/18/2021 1.125% 06/18/2026
89236TJK2 0.00 618.75 618.75 110,000.00 12/18/21
12/20/21 VALET 2021-1 A3
DTD 12/13/2021 1.020% 06/22/2026
92868KAC7 0.00 20.82 20.82 105,000.00 12/20/21
12/21/21 HAROT 2021-4 A3
DTD 11/24/2021 0.880% 01/21/2026
43815GAC3 0.00 46.20 46.20 70,000.00 12/21/21
12/24/21 ENERBANK USA
DTD 07/24/2020 0.450% 07/24/2024
29278TQD5 0.00 90.62 90.62 245,000.00 12/24/21
12/30/21 MEDALLION BANK UTAH
DTD 07/30/2020 0.550% 07/30/2025
58404DHQ7 0.00 110.75 110.75 245,000.00 12/30/21
1,312.14 1,312.14 0.00 1,115,000.00 Transaction Type Sub-Total SELL
12/03/21 US TREASURY NOTES
DTD 05/31/2020 0.250% 05/31/2025
912828ZT0 389,484.38 8.24 389,492.62 (5,437.50) (6,099.11) FIFO 400,000.00 12/01/21

8.24 (6,099.11)(5,437.50) 389,492.62 389,484.38 400,000.00 Transaction Type Sub-Total (107,913.50) 433.71 (107,479.79) (5,437.50) (6,099.11)Managed Account Sub-Total Account 73340100 Page 12

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For the Month Ending December 31, 2021Managed Account Security Transactions & Interest CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - 73340100
Total Security Transactions ($5,437.50)($107,479.79)$433.71 ($107,913.50) ($6,099.11) Account 73340100 Page 13

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DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Romeo M. David, Associate Engineer
SUBJECT: Consideration to Accept as Complete, File the Notice of Completion, and Authorize Release of Retention and Bonds for the Fiscal Year 2021/22 Local Slurry Seal Pavement Rehabilitation Project - Contract No. 2021- 120. (CITY)
RECOMMENDATION:

Staff recommends that the City Council:

1. Accept the Fiscal Year 2021/22 Local Slurry Seal Pavement Rehabilitation, Contract No. 2021-120 (Project), as complete;

2. Approve the final contract amount of $127,496;

3. Authorize the release of the Faithful Performance Bond 35 days after recordation of Notice of Completion and accept a Maintenance Guarantee Bond;

4. Authorize the release of the Labor and Materials Bond in the amount of $127,496, six months after the recordation of said notice if no claims have been received;

5. Authorize the City Engineer to file a Notice of Completion and release of the project retention, 35 days after recordation of Notice of Completion; and

6. Authorize the City Engineer to approve the release of the Maintenance Bond one year following the filing of the Notice of Completion if the improvements remain free from defects in material and workmanship.

BACKGROUND:

On October 20, 2021, the City Council awarded a construction contract to Doug Martin Contracting, Co, Inc., in the amount of $127,496 plus 10% contingency in the amount of $12,750 for the construction of the Project. A vicinity map illustrating the various neighborhood streets that received slurry seal is included as Attachment 1. A copy of the October 20, 2021 City Council Staff Report is on file with the City Clerk.

The scope of work consisted of weed kill, routing and crack sealing, application of slurry seal, protecting existing utilities, installation of pavement markers and striping and related items of work per plans.

ANALYSIS:

The subject project has been completed in accordance with the approved plans and specifications and to the satisfaction of the City Engineer.

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8 7
There were no contract change orders issued for the project. Further, a final balancing statement is not required as there were not changes in the final contract quantities placed or constructed during the contract.

At the end of the one-year maintenance period, if the improvements remain free from defects in materials and workmanship, the City Clerk will release the Maintenance Bond upon approval by the City Engineer.

FISCAL IMPACT:

A total of $280,000 was budgeted in Fiscal Year 2021/22 from Gas Tax R&T7360 (Fund 174), which is identified under Capital Improvement Project Account No. and in the amount listed below.

Account No. Funding Source Description Amount
11743035650/1022174-0 Gas Tax R&T7360
Fund (174)
Local Street Rehab $280,000
Total Project Funding = $280,000
The final project cost is $181,162 as shown below:

Expenditure Amount
Final Construction Contract $127,496
Construction Inspection Services $33,958
Construction Materials Testing $17,790
Bid Noticing Advertisement $1,918
Total Project Cost = $181,162
A total of $98,838 is remaining in the budget for this project and will be returned to the Gas tax R&T7360 (Fund 174) fund balance to be used for future capital improvement projects.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This project meets our City Council core values by promoting and enhancing a safe and healthy community for all, and by providing continuous improvement through the construction of high- quality public improvements.

ATTACHMENTS:

Attachment 1 – Vicinity Map

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ATTACHMENT 1

PROJECT# 800-2021-07
FY 2021/22 LOCAL SLURRY SEAL PAVEMENT REHABILITATIONS

VICINITY MAP

NOT TO SCALE

Project Site

Page 65 ends

DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: William Wittkopf, Public Works Services Director Jeff Benson, Parks and Landscape Superintendent
Kenneth Fung, Assistant Engineer
SUBJECT: Consideration to Accept the Parks Painting Project FY 20-21 (CO# 2021- 077) as Complete, File the Notice of Completion, and Authorize Release of Retention and Bonds. (CITY)
RECOMMENDATION:

Staff recommends the City Council:

1. Accept the Parks Painting Project FY 20-21, Contract No. 2021-077, as complete.

2. Approve the final contract amount of $75,340.00

3. Authorize the release of the Faithful Performance Bond.

4. Authorize the release of the Labor and Materials Bond in the amount of $75,340.00, six months after the recordation of said notice if no claims have been received.

5. Authorize the Public Works Services Director to file a Notice of Completion and release of the retention in the amount of $3,767.00, 35 days after acceptance.

BACKGROUND:

The Parks Painting Project FY 20-21 scope of work consisted of the prepping, priming, and painting of various items in Victoria Groves Park (Base Bid), light poles in various paseos within Landscape Maintenance Districts 2 and 4 and various items in LMD-6. Pertinent information of the project is as follows:

Publish Dates for Local Paper: April 20, 2021 and April 27, 2021 Bid Opening: May 18, 2021
Contract Award Date: June 16, 2021
Low Bidder: Pacific Contractors Group, Inc.

Budgeted Amount: $138,400
Contract Amount: $75,340
Contingency: $27,465
Final Contract Amount: $75,340
Difference in Contract Amount: $0

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8 3
ANALYSIS:

The subject project has been completed in accordance with the approved plans and specifications and to the satisfaction of the Public Works Services Director.

FISCAL IMPACT:

The FY 2020/2021 Adopted Budget included $138,400 for parkway, paseo, and median island landscape maintenance in LMDs 2, 4R and 6. The funding breakdown is shown in the following table:

Account Funding Source Description Amount
1131303-5300 LMD 2 Park Facility Painting $68,740
1134303-5300 LMD 4R Park Facility Painting $64,660
1136303-5300 LMD 6 Park Facility Painting $5,000
Total $138,400
The final project cost is $75,340 as shown below:

Account Funding Source Description Amount
1131303-5300 LMD 2 Park Facility Painting $40,184
1134303-5300 LMD 4R Park Facility Painting $29,200
1136303-5300 LMD 6 Park Facility Painting $5,956
Total $75,340
COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

By completing this project, this met the Council’s Core Value of continuous improvement and preservation of the family-oriented atmosphere within the City parks and paseos.

ATTACHMENTS:

Attachment 1 - Notice of Completion

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Attachment 1
 
 

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DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Trina Valdez, Utilities Operations Supervisor
SUBJECT: Consideration to Issue a Purchase Order for the Purchase of Fiber Optic Equipment from Calix, Inc. in the Amount of $100,000 and an Appropriation in the Amount of $150,000. (CITY)
RECOMMENDATION:

Staff recommends that the City Council:

1. Approve and authorize a purchase order for the purchase of fiber optic network access equipment from Calix, Inc. in the amount of $100,000; and

2. Authorize an appropriation in the amount of $150,000 from the Fiber Optic Network Fund (Fund 711) for the purchase and future purchases.

BACKGROUND:

In May 2017, the City Council approved the City’s Fiber Optic Broadband Master Plan in which a business plan was devised to incorporate the City’s existing utility, information technology and traffic fiber conduits to provide high speed broadband service to Rancho Cucamonga residents and businesses.

As the Rancho Municipal Broadband network continues to expand, having the appropriate inventory of access equipment available on-hand is necessary to deploy and deliver fiber broadband services to new customers without delay. The access equipment is installed on the premise of the residence or business location and is needed for the final point of demarcation connection.

In order to provide high quality service and a consistent and sustainable operational environment, in 2018, RCMU standardized on Calix, Inc.’s network access equipment. This equipment interfaces between the RCMU fiber network and the customer’s home or business network.

ANALYSIS:

The purchase of the equipment is needed to ensure that the new residential community being developed called Homecoming at the Resort, located at the westside of the Resort Parkway between Sixth Street and Fourth Street, has the necessary equipment available and is utilizing the standardized fiber optic equipment that is currently being used for the Rancho Municipal Broadband network. Staff obtained a pricing from Calix for the network access equipment and determined it to be deemed as reasonable.

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In addition to the residential project and based on the City’s current fiber optic access equipment inventory, staff has determined that additional equipment will be needed to complete upcoming projects and new installations in the coming months. As the designs are still being completed and specific equipment has not been established, the current lead times on the procurement of the equipment is extensive and could be detrimental for the project should the City not be able to successfully deliver the fiber broadband services when requested. Staff is requesting the additional appropriation of $50,000 in preparation of the upcoming purchases to guarantee funds are available.

FISCAL IMPACT:

An appropriation in the amount of $150,000 from the Fiber Optic Network Fund (Fund 711) to Account No. 1711303-5200 (O&M/Field Supplies & Equipment) is required to fully fund the purchases.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item addresses the City Council’s vision for the City by ensuring the construction and maintenance of high-quality public improvements that promote a world class community. This is accomplished by ensuring the City has the proper new fiber optic equipment available to install.

ATTACHMENTS:

None.

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DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Lori Sassoon, Deputy City Manager/Administrative Services SUBJECT: Consideration of Amendment No. 1 to the Agreement with Kosmont & Associates, Inc., for Services Related to the Formation of an Enhanced Infrastructure Financing District (EIFD). (CITY)
RECOMMENDATION:

Staff recommends that the City Council approve Amendment No. 1 to the Agreement with Kosmont & Associates, Inc.

BACKGROUND:

Prior to the 2012 elimination of redevelopment agencies in California, Rancho Cucamonga and many other cities used tax increment financing to invest in infrastructure to support the development of their communities. With the dissolution of redevelopment agencies, that important tool was lost in our state.

In 2014, SB 628 created a new tool called the Enhanced Infrastructure Financing District (EIFD).

In a manner similar to how redevelopment worked, EIFD’s provide for the use of tax increment financing for certain types of infrastructure and other public investments. The original legislation has since been amended a number of times to further clarify how EIFD’s work and provide for additional uses of EIFD revenues. The attached white paper from Kosmont Companies provides for a brief overview of how EIFD’s function (Attachment 1).

Importantly, it must be noted that EIFD’s do NOT result in new taxes or tax increases for property owners. In essence, the EIFD obligates the City and other participating taxing entities to redirect a portion of existing property taxes toward the new financing authority for the purposes of financing the desired infrastructure. This tool is known as tax increment financing. In that way, it functions much like the way in which redevelopment financed its activities.

ANALYSIS:

In 2021, the City retained Kosmont Companies to assist with an evaluation regarding how an EIFD might be used to make targeted major infrastructure investments in support of the new General Plan and to capitalize on the coming investments at Cucamonga Station. On November 3, 2021, the City Council held a study session to discuss this possible EIFD. At the session, the Council received an overview of Phase 1 of Kosmont’s work, which was a feasibility analysis regarding the EIFD. At the end of the session, the Council’s concensus was to move forward with the formation process, with the City and the Fire District as the participating taxing entities that will contribute a portion of their property tax increment. If the County of San Bernardino choses to participate at a later date, the EIFD can be amended to reflect that action.

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The proposed amendment to the existing Professional Services Agreement will provide for Kosmont’s assistance to the Finance Department through the formation process, which will begin in January 2022 and be completed in late summer 2022. These tasks will include preparation of formation documents, formation of a Public Financing Authority (PFA), drafting an Infrastructure Financing Plan (IFP), communicating with property owners and other public agencies, and holding public hearings.

The following is an outline of the key formation milestones that the City Council and the community can expect over the coming months:
February/March – Adoption of Resolutions of Intent to form the EIFD and establish the Public Financing Authority; preparation of the Infrastructure Financing Plan (IFP) March – Distribution of the draft IFP to property owners, City Council, and Planning Commission; PFA holds an initial public meeting to present the draft IFP April – PFA holds its first public hearing to receive comments on the IFP May – PFA holds second public hearing to receive comments, and take action on the IFP May/June – City Council and Fire Board consider resolutions approving the IFP June – PFA holds third public hearing to consider oral and written protests, and take action to terminate proceedings or adopt IFP

It is recommended that the City Council approve Amendment No. 1 to the Agreement. This amendment is on file in the City Clerk’s Office.

As this process moves forward, City staff will work to provide further information to the community and the various stakeholders regarding the EIFD, how it functions, and the proposed public infrastructure projects to be financed.

FISCAL IMPACT:

The estimated cost for Amendment No 1 is $59,500. The actual cost for the Phase 1 analysis was $28,730, bringing the total cost of the amended agreement to $88,230.

Funds are available for this project in the FY 2021-22 budget.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

The establishment of an EIFD is in keeping with the Council’s core values of intentionally embracing and anticipating the future, and providing and nurturing a high quality of life for all.

ATTACHMENTS:

Attachment 1 – EIFD White Paper

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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266 Enhanced Infrastructure Financing District (“EIFD”) Overview E
nhanced Infrastructure Financing Districts (“EIFD”) are an economic development and public finance tool introduced by Senate Bill 628 in 2014. EIFDs are the predominant form of Tax Increment Financing (“TIF”) in California following the dissolution of Redevelopment Agencies in 2012.

E
IFD and TIF are a form of value-capture, where a lead agency (must be a city or a county) designates a boundary around parcels positioned for new development or rehabilitation. The assessed property value within the district is “frozen” at the time of formation as the “baseline” of assessed value for the district. Over time, as new development or rehabilitation occurs and new property value is added to properties within the district, participating taxing entities can dedicate all or a portion of the new incremental property tax from values above the baseline (“property tax increment”) to the EIFD with a dedicated purpose of funding infrastructure (and optionally affordable housing).

C
urrent law includes a lengthy definition of infrastructure eligible to be funded by EIFDs, including roadway, utility, open space, and transit improvements, remediation activities, government facilities, parking, broadband infrastructure, affordable housing, and numerous other categories, preceded by the phrase “including, but not limited to”, demonstrating the legislative intent for the tool to be flexible.

EIFDs can also fund improvements outside of the district boundary, so long as the improvements benefit the properties within the district boundary. EIFDs can also fund maintenance costs, so long as the assets being maintained were initially installed at least partially utilizing EIFD funding.

E
IFDs do not create a new tax, nor do they encumber any existing agency revenues or resources.

EIFDs allow taxing entities like cities, counties, and special district to set aside, similar to a retirement account, a portion of future property tax revenues for special purposes, such as infrastructure. When EIFDs are delineated and utilized appropriately, the argument is that the new assessed property value growth from new development and rehabilitation would not have otherwise occurred but for the creation of the EIFD and the dedication of revenues to solve for critical infrastructure needs. This argument has historically been well-received by private sector development and investment entities as well as third- party grant sources, which rely on the property tax increment dedication as complementary and local match funding, respectively.

E
IFD property tax increment may be used on a pay-as-you-go basis or leveraged in the form of EIFD bond issuances. There is no public vote required to form an EIFD or to issue EIFD debt; however, the formation process includes a series of public meetings and hearings that allows the community to comment on the proposed Infrastructure Financing Plan (“IFP”) that would govern EIFD activities. The final public hearing includes an opportunity for landowners and residents within the district boundary to protest formation of the district. If more than 50% of the combined number of landowners and residents within the EIFD protest formation, the process must halt for at least one year. If no protest occurs, the EIFD is authorized for both formation and future debt issuance.

The E
IFD is governed by an entity called the Public Financing Authority (“PFA”). The composition of the PFA varies, depending on which taxing entities are committing property tax increment to the EIFD. In a scenario where the lead agency (such as the City of Rancho Cucamonga) is the only entity contributing property tax increment, the PFA is comprised of five members, including three members of the city council and two members of the public appointed by the city council. If two or more taxing entities are contributing property tax increment, such as the City of Rancho Cucamonga and the County of San ATTACHMENT 1

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City of Rancho Cucamonga
EIFD Overview
October 26, 2021

Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com

Bernardino, the PFA is comprised of at least five members (could be more), where the majority (e.g., three out of five) are either members of the city council or members of the county board of supervisors, and at least two public members appointed by elected officials of the participating taxing entities. For the EIFDs established so far in California where a city and a county are both contributing property tax increment, the “template” for PFA composition has been two members of the city council, one member of the county board of supervisors, one member of the public appointed by the city council, and one member of the public appointed by the county board of supervisors, for a total of five members.

There are approximately ten EIFDs established in California as of the time of this report, and there are more than ten additional EIFDs currently in the formation process.

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DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Annette Cano-Soza, Assistant Engineer
SUBJECT: Consideration of the Improvement Agreement and Improvement Securities for Street Improvements, Order Annexation to Landscape Maintenance District No. 9, Street Light Maintenance Districts Nos. 1 and 8 for Case No. DRC2014-01130, Located at the Northwest Corner of Foothill Blvd. and East Avenue. (RESOLUTION NO. 2022-017) (RESOLUTION NO. 2022-018), (RESOLUTION NO. 2022-019) (CITY) RECOMMENDATION:

Staff recommends that the City Council:

1. Approve an Improvement Agreement for related public improvements and authorize the Mayor and the City Clerk to sign said agreement;

2. Approve the plans and specifications for the related public improvements on file with the City Engineer;

3. Accept security in the form of bonds for completion of the related public improvements; and

4. Adopt the attached resolutions ordering the annexation to Landscape Maintenance District No. 9 and Street Lighting Maintenance Districts Nos. 1 and 8.

BACKGROUND:

On May 11, 2016, the Planning Commission approved Case No. DRC2014-01130 for the development of a 193-unit, multi-family residential development with 3,246 square feet of commercial/live work space on 8.8 acres of land within the Community Commercial (CC) Zoning District, located at the northwest corner of Foothill Blvd. and East Avenue.

Case No. DRC2014-01130 was approved subject to a condition that certain public improvements be constructed including; curb and gutter, sidewalk, a driveway approach, traffic signal modification, street improvements and storm drain improvements.

ANALYSIS:

The developer, Foothill and East, LLC has submitted an Improvement Agreement and securities to guarantee construction of the off-site public improvements in the following amounts:

Faithful Performance Bond # 0811844 $709,600
Labor and Material Bond # 0811844 $709,600

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Approval of this item by Council would approve the Improvement Agreement, accept the securities for the construction of certain public improvements, and order the annexation into Landscape Maintenance District 9 and Street Light Maintenance Districts 1 and 8. Copies of the agreement and the Consent and Waiver to Annexation forms are on file in the City Clerk’s Office.

FISCAL IMPACT:

The proposed annexations would satisfy the conditions of approval for the development and supply additional annual revenue into the landscape and lighting maintenance districts in the following amounts:

Landscape Maintenance District No. 9 $60,200.56
Street Light Maintenance District No. 1 $3,429.61
Street Light Maintenance District No. 8 $5,905.80
The developer will be installing 10 new street trees and 4 new street lights that will be maintained by the City.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item addresses the City Council’s vision for the City by ensuring the construction of high- quality improvements that promote a world class community.

ATTACHMENTS:

Attachment 1 - Vicinity Map
Attachment 2 - Resolution Ordering Annexation LMD 9
Attachment 3 - Resolution Ordering Annexation SLD 1
Attachment 4 - Resolution Ordering Annexation SLD 8

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ATTACHMENT 1
1 6
0 7
DRC2014-01130
Vicinity Map

NOT TO SCALE
Project Site

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Resolution No. 20XX-XXX – Page 1 of 7 ATTACHMENT #2 RESOLUTION NO. 20XX - XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

RANCHO CUCAMONGA, CALIFORNIA, ORDERING THE

ANNEXATION OF CERTAIN TERRITORY TO LANDSCAPE
MAINTENANCE DISTRICT NO. 9 (LOWER ETIWANDA) FOR
CASE NO. DRC2014-01130
WHEREAS, the City Council of the City of Rancho Cucamonga, California, has previously formed a special maintenance district pursuant to the terms of the “Landscape and Lighting Act of 1972”, being Division 15, Part 2 of the Streets and Highways Code of the State of California (the “Act”, said special maintenance district known and designated as Landscape Maintenance District No. 9 (Lower Etiwanda) (the “District”); and WHEREAS, the provisions of Article 2 of Chapter 2 of the Act authorize the annexation of additional territory to the District; and
WHEREAS, such provisions also provide that the requirement for the preparation of resolutions, and assessment engineer’s report, notices of public hearing and the right of majority protest may be waived in writing with the written consent of all of the owners of property within the territory to be annexed; and
WHEREAS, notwithstanding that such provisions of the Act related to the annexation of territory to the District, Article XIII D of the Constitution of the State of California (“Article XIII D”) establishes certain procedural requirements for the authorization to levy assessments which apply to the levy of annual assessments for the District on the territory proposed to be annexed to such District; and
WHEREAS, the owners of certain property described in Exhibit A attached hereto, and incorporated herein by this reference, have requested that such property (collectively, the “Territory”) be annexed to the District in order to provide for the levy of annual assessments to finance the maintenance of certain improvements described in Exhibit B hereto (the “Improvements”); and
WHEREAS, all of the owners of the Territory have filed with the City Clerk duly executed forms entitled “Consent And Waiver To Annexation Of Certain Real Property To A Maintenance District And Approval Of The Levy Of Assessments On Such Real Property” (the “Consent and Waiver”); and
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have expressly waived any and all of the procedural requirements as prescribed in the Act to the annexation of the Territory to the District and have expressly consented to the annexation of the Territory to the District; and
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly waived any and all of the procedural requirements as prescribed in the Act and/or Article XIII D applicable to the authorization to levy the proposed annual assessment against the Territory set forth in Exhibit B attached hereto and incorporated herein by this reference and

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Resolution No. 2021-XXXX- Page 2 of 7
have declared support for, consent to and approval of the authorization to levy such proposed annual assessment set forth in Exhibit C attached hereto; and WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly agreed for themselves, their heirs, successors and assigns that:
(1) The proportionate special benefit derived by each parcel in the Territory from the District Improvements has been determined in relationship to the entirety of the maintenance and operation expenses of the Improvements; (2) The proposed annual assessment does not exceed the reasonable cost of the proportional special benefit from the Improvements conferred on each parcel in the Territory.
(3) Only the special benefits derived or to be derived by each parcel in the Territory from the Improvements have been included in the proposed annual assessment.

WHEREAS, at this time the City Council desires to order the annexation of the Territory to the District and to authorize the levy of annual assessments against the Territory in amounts not to exceed the amounts set forth in Exhibit C hereto.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA HEREBY RESOLVES AS FOLLOWS:

SECTION 1: That the above recitals are true and correct.

SECTION 2: The City Council hereby finds and determines that:
a. The annual assessments proposed to be levied on each parcel in the Territory do not exceed the reasonable cost of the proportional special benefit conferred on each such parcel from the Improvements. b. The proportional special benefit derived by each parcel in the Territory from the Improvements has been determined in relationship to the entirety of the cost of the maintenance of the Improvement. c. Only special benefits will be assessed on the Territory by the levy of the proposed annual assessments.

SECTION 3: This legislative body hereby orders the annexation the Territory to the District, approves the financing of the maintenance of the Improvements from the proceeds of annual assessments to be levied against the Territory and approves and orders the levy of annual assessments against the Territory in amounts not to exceed the amounts set forth in Exhibit C.

SECTION 4: All future proceedings of the District, including the levy of all assessments, shall be applicable to the Territory.

PASSED, APPROVED, AND ADOPTED this day of 2021.

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Resolution No. 2021-XXXX- Page 3 of 7
Exhibit A
Identification of the Owner and Description of the Property to be Annexed The Owner of the Property is:

FOOTHILL & EAST, LLC
The legal description of the Property is:

PARCEL 1:

ALL THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6

WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING SOUTH OF LOT 9, BLOCK “Y" OF THE ETIWANDA COLONY LANDS, AS PER PLAT RECORDED IN BOOK 2, PAGE 24

OF MAPS, RECORDS OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY, BEING ALSO DESCRIBED AS A TRACT OF LAND INCLUDED IN BLOCK "Y" BOUNDED ON THE EAST BY THE PROLONGATION SOUTH OF THE EAST LINE OF SAID LOT 9 AND ON THE WEST BY THE PROLONGATION SOUTH OF THE WEST LINE OF SAID LOT 9 AND EXTENDING FROM SAID LOT 9

ON THE NORTH TO THE SOUTH BOUNDARY OF SAID BLOCK ON SOUTH, WHICH IS ALSO THE SOUTH LINE OF SAID 1/4 SECTION.

EXCEPTING THEREFROM THE PARCEL OF LAND AS FOLLOWS:

ALL OF THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6

WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE CENTERLINE INTERSECTION OF FOOTHILL BOULEVARD AND EAST AVENUE AS SHOWN ON RECORD OF SURVEY MAP, IN BOOK 2, PAGE 62 RECORDS OF SAID COUNTY; THENCE NORTH 0° 11' 13" EAST ALONG SAID CENTERLINE OF EAST AVENUE, A DISTANCE OF

50.00 FEET; THENCE SOUTH 89° 24' 00" WEST ALONG THE NORTH RIGHT-AT-WAY LINE OF SAID FOOTHILL BOULEVARD, A DISTANCE OF 194.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 80° 24' 00" WEST ALONG SAID NORTH RIGHT-OF-WAY LINE OF FOOTHILL BOULEVARD, A DISTANCE OF 81.01 FEET; THENCE NORTH 0° 11’13" EAST PARALLEL TO SAID CENTERLINE OF EAST AVENUE A DISTANCE OF 330.04 FEET; THENCE NORTH 89° 24' 00" EAST PARALLEL TO SAID NORTHERLY RIGHT-OF-WAY LINE OF FOOTHILL BOULEVARD, A DISTANCE OF 111.01 FEET; THENCE SOUTH 0° 11' 13" WEST PARALLEL TO SAID CENTER-LINE OF EAST AVENUE, A DISTANCE OF 170.02 FEET; THENCE SOUTH 89° 24' 00" WEST PARALLEL TO SAID NORTHERLY RIGHT-OF-WAY LINE OF FOOTHILL BOULEVARD, A DISTANCE OF 30.00 FEET; THENCE SOUTH 0° 11' 13" WEST PARALLEL TO SAID CENTERLINE OF EAST AVENUE A DISTANCE OF 160.02 FEET TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LYING WITHIN THE SOUTHWEST ONEQUARTER OF SECTION 4, TOWNSHIP. 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO

MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS CONVEYED TO THE CUCAMONGA VALLEY WATER DISTRICT BY DEED RECORDED JULY 7, 2005 AS INSTRUMENT NO. 2005-0486295 OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

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Resolution No. 2021-XXXX- Page 4 of 7
BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF LOT 9 IN BLOCK "Y" OF THE ETIWANDA COLONY LANDS, PER PLAT RECORDED IN BOOK 2 PAGE 24 OF MAPS, RECORDS OF

THE COUNTY RECORDER OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, WITH

THE SOUTHEAST LINE OF AN EASEMENT TO THE SOUTHERN CALIFORNIA GAS COMPANY AND THE SOUTHERN COUNTIES GAS COMPANY OF SOUTHERN CALIFORNIA, RECORDED MARCH 16, 1960 IN BOOK 5084, PAGE 134 OFFICIAL RECORDS OF SAID COUNTY; THENCE EASTERLY ALONG SAID SOUTH LINE OF LOT 9, A DISTANCE OF 150 FEET;

THENCE SOUTHERLY PARALLEL WITH THE SOUTHERLY PROLONGATION OF THE WEST LINE OF LOT 9, A DISTANCE OF 75 FEET;
THENCE WESTERLY PARALLEL WITH SAID SOUTH LINE OF LOT 9 TO SAID SOUTHEAST LINE OF SAID EASEMENT;
THENCE NORTHEASTERLY ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING.

PARCEL 2:

THAT PORTION OF LAND LYING WITHIN THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE CENTERLINE INTERSECTION OF FOOTHILL BOULEVARD AND EAST AVENUE AS SHOWN ON RECORD OF SURVEY MAP, IN BOOK 2, PAGE 62 RECORDS OF SAID COUNTY; THENCE NORTH 0° IT 13" EAST ALONG SAID CENTERLINE OF EAST AVENUE, A DISTANCE OF

50.00 FEET; THENCE SOUTH 89° 24* 00" WEST ALONG THE NORTH RIGHT-AT-WAY LINE OF SAID FOOTHILL BOULEVARD, A DISTANCE OF 194.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 80° 24' 00" WEST ALONG SAID NORTH RIGHT-OF-WAY LINE OF FOOTHILL BOULEVARD, A DISTANCE OF 81.01 FEET; THENCE NORTH 0° 11' 13" EAST PARALLEL TO SAID CENTERLINE OF EAST AVENUE A DISTANCE OF 330.04 FEET; THENCE NORTH 89° 24' 00" EAST PARALLEL TO SAID NORTHERLY RIGHT-OF-WAY LINE OF FOOTHILL BOULEVARD, A DISTANCE OF 111.01 FEET; THENCE SOUTH 0° 11' 13" WEST PARALLEL TO SAID CENTER- LINE OF EAST AVENUE, A DISTANCE OF 170.02 FEET; THENCE SOUTH 89° 24' 00" WEST PARALLEL TO SAID NORTHERLY RIGHT-OF-WAY LINE OF FOOTHILL BOULEVARD, A DISTANCE OF 30.00 FEET; THENCE SOUTH 0° IT 13" WEST PARALLEL TO SAID CENTERLINE OF EAST AVENUE A DISTANCE OF 160.02 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL 3:

ALL THAT PORTION OF THE EAST 1/2 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN

BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE UNITED STATES GOVERNMENT

TOWNSHIP PLAT THEREOF, LYING WEST OF THE WEST LINE OF EAST AVENUE, AS SHOWN ON LICENSED LAND SURVEYORS MAP, IN BOOK 2, PAGE 62 RECORD OF SURVEYS, RECORDS OF

SAID COUNTY, AND LYING SOUTH OF THE EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 9, BLOCK "Y", ETIWANDA COLONY LANDS, AS PER PLAT RECORDED IN BOOK 2, PAGE 24 OF MAPS, RECORDS OF SAID COUNTY.

EXCEPT THEREFROM AN UNDIVIDED 1/2 INTEREST OF ALL OIL, GAS AND MINERALS AND AN UNDIVIDED 1/2 INTEREST OF ALL OIL, GAS AND MINERAL RIGHTS UPON AND UNDER THE LAND

HEREIN DESCRIBED, AND THE RIGHT TO ENTER THEREON AND TO USE IN A PROPER MANNER

SO MUCH OF THE SURFACE AS MAY BE REASONABLE FOR THE PURPOSE OF EXTRACTING

THE OIL, GAS AND MINERAL THEREON AND THEREUNDER, AS RESERVED IN THE DEED FROM SECURITY-FIRST NATIONAL BANK OF LOS ANGELES, TO WALTER T. CASEY, A MARRIED MAN, RECORDED AUGUST 21, 1937 IN BOOK 1219, PAGE 483 OFFICIAL RECORDS. THE RIGHT OF

ENTRY WAS QUITCLAIMED BY THE SECURITY-FIRST NATIONAL BANK OF LOS ANGELES, TO

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Resolution No. 2021-XXXX- Page 5 of 7
THE OWNER OR OWNERS OF RECORD, BY DEED DATED SEPTEMBER 24, 1952 AND RECORDED OCTOBER 10,1952 IN BOOK 3035, PAGE 303 OFFICIAL RECORDS.

NOTE: SAID LAND IS ALSO SHOWN ON LICENSED LAND SURVEYOR'S MAP RECORDED IN BOOK 2, PAGE 62 RECORD OF SURVEYS.

Assessor’s Parcels Numbers of the Property:
1100-201-07-0-000
1100-201-03-0-000
1100-201-04-0-000

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Resolution No. 2021-XXXX- Page 6 of 7
Exhibit B
Description of the District Improvements
Fiscal Year 2021/22
Landscape Maintenance District No. 9 (Lower Etiwanda):

Landscape Maintenance District No. 9 (Lower Etiwanda) (the “Maintenance District”) represents landscape sites throughout the Lower Etiwanda Area.

The various sites maintained by the district consist of parkways, median islands and street trees.

Proposed additions to the Improvements for Project Case No. DRC2014-01130:
10 new street trees

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Resolution No. 2021-XXXX- Page 7 of 7
Exhibit C
Proposed Annual Assessment
Fiscal Year 2021/22
Landscape Maintenance District No. 9 (Lower Etiwanda):

The rate per Equivalent Dwelling Unit (EDU) is $311.92 for the fiscal year 2021/22. The following table summarizes the assessment rate for Landscape Maintenance District No. 9 (Lower Etiwanda) for Case No. DRC2014-01130:

Land Use Basis
EBU
Factor*
Rate per
EBU*
Single Family Residential Parcel 1.00 $311.92
Multi-Family Residential Unit 1.00 311.92
Non-Residential Acre 2.00 311.92
The proposed annual assessment for the property described in Exhibit A is as follows:
193 Units x 1.00 EBU Factor x $311.92 Rate per EBU = $60,200.56 Annual Assessment *Commencing with fiscal year 2001/02, the amount of the assessment for the District is proposed to increase each year, based upon the Consumer Price Index for all Urban Consumers (CPI-U), for the Riverside – San Bernardino – Ontario Consumer Price Index area, as determined by the United State Department of Labor, Bureau of Labor Statistics, or its successor. The Engineer shall compute the percentage difference between the CPI for March of each year and the CPI for the previous March, and shall then adjust the assessment by an amount not to exceed such percentage for the following year.

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Resolution No. 20XXX-XXXX - Page 1 of 7 ATTACHMENT 3 RESOLUTION NO. 20XX - XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

RANCHO CUCAMONGA, CALIFORNIA, ORDERING THE

ANNEXATION OF CERTAIN TERRITORY TO STREET LIGHT
MAINTENANCE DISTRICT NO. 1 (ARTERIAL STREETS) FOR
CASE NO. DRC2014-01130
WHEREAS, the City Council of the City of Rancho Cucamonga, California, has previously formed a special maintenance district pursuant to the terms of the “Landscape and Lighting Act of 1972”, being Division 15, Part 2 of the Streets and Highways Code of the State of California (the “Act”, said special maintenance district known and designated as Street Light Maintenance District No. 1 (Arterial Streets) (the “District”); and WHEREAS, the provisions of Article 2 of Chapter 2 of the Act authorize the annexation of additional territory to the District; and
WHEREAS, such provisions also provide that the requirement for the preparation of resolutions, and assessment engineer’s report, notices of public hearing and the right of majority protest may be waived in writing with the written consent of all of the owners of property within the territory to be annexed; and
WHEREAS, notwithstanding that such provisions of the Act related to the annexation of territory to the District, Article XIII D of the Constitution of the State of California (“Article XIII D”) establishes certain procedural requirements for the authorization to levy assessments which apply to the levy of annual assessments for the District on the territory proposed to be annexed to such District; and
WHEREAS, the owners of certain property described in Exhibit A attached hereto, and incorporated herein by this reference, have requested that such property (collectively, the “Territory”) be annexed to the District in order to provide for the levy of annual assessments to finance the maintenance of certain improvements described in Exhibit B hereto (the “Improvements”); and
WHEREAS, all of the owners of the Territory have filed with the City Clerk duly executed forms entitled “Consent And Waiver To Annexation Of Certain Real Property To A Maintenance District And Approval Of The Levy Of Assessments On Such Real Property” (the “Consent and Waiver”); and
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have expressly waived any and all of the procedural requirements as prescribed in the Act to the annexation of the Territory to the District and have expressly consented to the annexation of the Territory to the District; and
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly waived any and all of the procedural requirements as prescribed in the Act and/or Article XIII D applicable to the authorization to levy the proposed annual assessment against the Territory set forth in Exhibit B attached hereto and incorporated herein by this reference and have declared support for, consent to and approval of the authorization to levy such proposed annual assessment set forth in Exhibit C attached hereto; and

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Resolution No. 20XX-XXX – Page 2 of 7
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8 3
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly agreed for themselves, their heirs, successors and assigns that:
(1) The proportionate special benefit derived by each parcel in the Territory from the District Improvements has been determined in relationship to the entirety of the maintenance and operation expenses of the Improvements; (2) The proposed annual assessment does not exceed the reasonable cost of the proportional special benefit from the Improvements conferred on each parcel in the Territory. (3) Only the special benefits derived or to be derived by each parcel in the Territory from the Improvements have been included in the proposed annual assessment.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA HEREBY RESOLVES AS FOLLOWS:

SECTION 1: That the above recitals are true and correct.

SECTION 2: The City Council hereby finds and determines that:
a. The annual assessments proposed to be levied on each parcel in the Territory do not exceed the reasonable cost of the proportional special benefit conferred on each such parcel from the
Improvements.
b. The proportional special benefit derived by each parcel in the Territory from the Improvements has been determined in relationship to the entirety of the cost of the maintenance of the Improvement. c. Only special benefits will be assessed on the Territory by the levy of the proposed annual assessments.

SECTION 4: All future proceedings of the District, including the levy of all assessments, shall be applicable to the Territory.

PASSED, APPROVED, AND ADOPTED this day of 2021.

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Resolution No. 20XX-XXX – Page 3 of 7
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8 3
Exhibit A
Identification of the Owner and Description of the Property to be Annexed The Owner of the Property is:

FOOTHILL & EAST, LLC
The legal description of the Property is:

PARCEL 1:

ALL THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6

ON THE NORTH TO THE SOUTH BOUNDARY OF SAID BLOCK ON SOUTH, WHICH IS ALSO THE SOUTH LINE OF SAID 1/4 SECTION.

EXCEPTING THEREFROM THE PARCEL OF LAND AS FOLLOWS:

ALL OF THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6

WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LYING WITHIN THE SOUTHWEST ONEQUARTER OF SECTION 4, TOWNSHIP. 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO

BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF LOT 9 IN BLOCK "Y" OF THE ETIWANDA COLONY LANDS, PER PLAT RECORDED IN BOOK 2 PAGE 24 OF MAPS, RECORDS OF

THE COUNTY RECORDER OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, WITH

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Resolution No. 20XX-XXX – Page 4 of 7
1 9
8 3

PARCEL 2:

PARCEL 3:

ALL THAT PORTION OF THE EAST 1/2 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN

BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE UNITED STATES GOVERNMENT

TOWNSHIP PLAT THEREOF, LYING WEST OF THE WEST LINE OF EAST AVENUE, AS SHOWN ON LICENSED LAND SURVEYORS MAP, IN BOOK 2, PAGE 62 RECORD OF SURVEYS, RECORDS OF

SAID COUNTY, AND LYING SOUTH OF THE EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 9, BLOCK "Y", ETIWANDA COLONY LANDS, AS PER PLAT RECORDED IN BOOK 2, PAGE 24 OF MAPS, RECORDS OF SAID COUNTY.

EXCEPT THEREFROM AN UNDIVIDED 1/2 INTEREST OF ALL OIL, GAS AND MINERALS AND AN UNDIVIDED 1/2 INTEREST OF ALL OIL, GAS AND MINERAL RIGHTS UPON AND UNDER THE LAND

HEREIN DESCRIBED, AND THE RIGHT TO ENTER THEREON AND TO USE IN A PROPER MANNER

SO MUCH OF THE SURFACE AS MAY BE REASONABLE FOR THE PURPOSE OF EXTRACTING

ENTRY WAS QUITCLAIMED BY THE SECURITY-FIRST NATIONAL BANK OF LOS ANGELES, TO THE OWNER OR OWNERS OF RECORD, BY DEED DATED SEPTEMBER 24, 1952 AND RECORDED OCTOBER 10,1952 IN BOOK 3035, PAGE 303 OFFICIAL RECORDS.

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Resolution No. 20XX-XXX – Page 5 of 7
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8 3
NOTE: SAID LAND IS ALSO SHOWN ON LICENSED LAND SURVEYOR'S MAP RECORDED IN BOOK 2, PAGE 62 RECORD OF SURVEYS.

Assessor’s Parcels Numbers of the Property:
1100-201-07-0-000
1100-201-03-0-000
1100-201-04-0-000

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Resolution No. 20XX-XXX – Page 6 of 7
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8 3
Exhibit B
Description of the District Improvements
Fiscal Year 2019/20
Street Light Maintenance District No. 1 (Arterial Streets):

Street Light Maintenance District No. 1 (Arterial Streets) (the “Maintenance District”) is used to fund the maintenance and/or installation of street lights and traffic signals located on arterial streets throughout the City. These sites consist of several non-contiguous areas throughout the City.

The sites maintained by the district consist of street lights on arterial streets and traffic signals on arterial streets within the rights-of-way or designated easements of streets dedicated to the City.

Proposed additions to the Improvements for Project Case No. DRC2014-01130:
4 LED street lights

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Resolution No. 20XX-XXX – Page 7 of 7
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8 3
Exhibit C
Proposed Annual Assessment
Fiscal Year 2021/22
Street Light Maintenance District No.1 (Arterial Streets):

The rate per Equivalent Benefit Unit (EBU) is $17.77 for the fiscal year 2021/22. The following table summarizes the assessment rate for Street Light Maintenance District No.1 (Arterial Streets) for Case No. DRC2014-01130:

Land Use Basis
EBU
Factor*
Rate per
EBU*
Single Family Residential Parcel 1.00 $17.77
Multi-Family Residential Parcel 1.00 17.77
Non-Residential Acre 2.00 17.77
The proposed annual assessment for the property described in Exhibit A is as follows:
193 Units x 1.00 EBU Factor x $17.77 Rate per EBU = $3,429.61 Annual Assessment

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Resolution No. 20XX-XXX – Page 1 of 7 ATTACHMENT 4 RESOLUTION NO. 20XX - XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

RANCHO CUCAMONGA, CALIFORNIA, ORDERING THE

ANNEXATION OF CERTAIN TERRITORY TO STREET LIGHT
MAINTENANCE DISTRICT NO. 8 (SOUTH ETIWANDA) FOR
CASE NO. DRC2014-01130
WHEREAS, the City Council of the City of Rancho Cucamonga, California, has previously formed a special maintenance district pursuant to the terms of the “Landscape and Lighting Act of 1972”, being Division 15, Part 2 of the Streets and Highways Code of the State of California (the “Act”, said special maintenance district known and designated as Street Light Maintenance District No. 8 (South Etiwanda) (the “District”); and WHEREAS, the provisions of Article 2 of Chapter 2 of the Act authorize the annexation of additional territory to the District; and
WHEREAS, such provisions also provide that the requirement for the preparation of resolutions, and assessment engineer’s report, notices of public hearing and the right of majority protest may be waived in writing with the written consent of all of the owners of property within the territory to be annexed; and
WHEREAS, notwithstanding that such provisions of the Act related to the annexation of territory to the District, Article XIII D of the Constitution of the State of California (“Article XIII D”) establishes certain procedural requirements for the authorization to levy assessments which apply to the levy of annual assessments for the District on the territory proposed to be annexed to such District; and
WHEREAS, the owners of certain property described in Exhibit A attached hereto, and incorporated herein by this reference, have requested that such property (collectively, the “Territory”) be annexed to the District in order to provide for the levy of annual assessments to finance the maintenance of certain improvements described in Exhibit B hereto (the “Improvements”); and
WHEREAS, all of the owners of the Territory have filed with the City Clerk duly executed forms entitled “Consent And Waiver To Annexation Of Certain Real Property To A Maintenance District And Approval Of The Levy Of Assessments On Such Real Property” (the “Consent and Waiver”); and
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have expressly waived any and all of the procedural requirements as prescribed in the Act to the annexation of the Territory to the District and have expressly consented to the annexation of the Territory to the District; and
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly waived any and all of the procedural requirements as prescribed in the Act and/or Article XIII D applicable to the authorization to levy the proposed annual assessment against the Territory set forth in Exhibit B attached hereto and incorporated herein by this reference and have declared support for, consent to and approval of the authorization to levy such proposed annual assessment set forth in Exhibit C attached hereto; and

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Resolution No. 20XX-XXX – Page 2 of 7
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8 1
WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly agreed for themselves, their heirs, successors and assigns that:
(1) The proportionate special benefit derived by each parcel in the Territory from the District Improvements has been determined in relationship to the entirety of the maintenance and operation expenses of the Improvements; (2) The proposed annual assessment does not exceed the reasonable cost of the proportional special benefit from the Improvements conferred on each parcel in the Territory.
(3) Only the special benefits derived or to be derived by each parcel in the Territory from the Improvements have been included in the proposed annual assessment.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA HEREBY RESOLVES AS FOLLOWS:

SECTION 1: That the above recitals are true and correct.

SECTION 4: All future proceedings of the District, including the levy of all assessments, shall be applicable to the Territory.

PASSED, APPROVED, AND ADOPTED this day of 2021.

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Resolution No. 20XX-XXX – Page 3 of 7
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8 1
Exhibit A
Identification of the Owner and Description of the Property to be Annexed The Owner of the Property is:

FOOTHILL & EAST, LLC
The legal description of the Property is:

PARCEL 1:

ALL THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6

ON THE NORTH TO THE SOUTH BOUNDARY OF SAID BLOCK ON SOUTH, WHICH IS ALSO THE SOUTH LINE OF SAID 1/4 SECTION.

EXCEPTING THEREFROM THE PARCEL OF LAND AS FOLLOWS:

ALL OF THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6

WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LYING WITHIN THE SOUTHWEST ONEQUARTER OF SECTION 4, TOWNSHIP. 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO

BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF LOT 9 IN BLOCK "Y" OF THE ETIWANDA COLONY LANDS, PER PLAT RECORDED IN BOOK 2 PAGE 24 OF MAPS, RECORDS OF

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Resolution No. 20XX-XXX – Page 4 of 7
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8 1

THE COUNTY RECORDER OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, WITH

PARCEL 2:

PARCEL 3:

ALL THAT PORTION OF THE EAST 1/2 OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN

BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE UNITED STATES GOVERNMENT

TOWNSHIP PLAT THEREOF, LYING WEST OF THE WEST LINE OF EAST AVENUE, AS SHOWN ON LICENSED LAND SURVEYORS MAP, IN BOOK 2, PAGE 62 RECORD OF SURVEYS, RECORDS OF

SAID COUNTY, AND LYING SOUTH OF THE EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 9, BLOCK "Y", ETIWANDA COLONY LANDS, AS PER PLAT RECORDED IN BOOK 2, PAGE 24 OF MAPS, RECORDS OF SAID COUNTY.

EXCEPT THEREFROM AN UNDIVIDED 1/2 INTEREST OF ALL OIL, GAS AND MINERALS AND AN UNDIVIDED 1/2 INTEREST OF ALL OIL, GAS AND MINERAL RIGHTS UPON AND UNDER THE LAND

HEREIN DESCRIBED, AND THE RIGHT TO ENTER THEREON AND TO USE IN A PROPER MANNER

SO MUCH OF THE SURFACE AS MAY BE REASONABLE FOR THE PURPOSE OF EXTRACTING

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Resolution No. 20XX-XXX – Page 5 of 7
1 9
8 1
NOTE: SAID LAND IS ALSO SHOWN ON LICENSED LAND SURVEYOR'S MAP RECORDED IN BOOK 2, PAGE 62 RECORD OF SURVEYS.

Assessor’s Parcels Numbers of the Property:
1100-201-07-0-000
1100-201-03-0-000
1100-201-04-0-000

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Resolution No. 20XX-XXX – Page 6 of 7
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8 1
Exhibit B
Description of the District Improvements
Fiscal Year 2021/22
Street Light Maintenance District No. 8 (South Etiwanda):

Street Light Maintenance District No. 8 (South Etiwanda) (the “Maintenance District”) is used to fund the maintenance and/or installation of street lights and traffic signals located on local streets in what is termed the South Etiwanda area of the City. Generally, this area encompasses the area of the City east of Etiwanda Avenue, north of Foothill Boulevard and south of Highland Avenue within the incorporated area of the City.

The sites maintained by the district consist of street lights on local streets and traffic signals (or a portion thereof) on local streets within the South Etiwanda area.

Proposed additions to the Improvements for Project Case No. DRC2014-01130:

None

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Resolution No. 20XX-XXX – Page 7 of 7
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8 1
Exhibit C
Proposed Annual Assessment
Fiscal Year 2021/22
Street Light Maintenance District No. 8 (South Etiwanda):

The rate per Equivalent Benefit Unit (EBU) is $30.60 for the fiscal year 2021/22. The following table summarizes the assessment rate for Street Light Maintenance District No. 8 (South Etiwanda) for Case No. DRC2014-01130:

Land Use Basis
EDU
Factor*
Rate per
EDU*
Single Family Residential Parcel 1.00 $30.60
Multi-Family Residential Unit 1.00 30.60
Non-Residential Acre 2.00 30.60
The proposed annual assessment for the property described in Exhibit A is as follows:
193 Units x 1.00 EBU Factor x $30.60 Rate per EBU = $5,905.80 Annual Assessment

Page 98 ends

DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Linda C. Ceballos, Environmental Programs Manager
SUBJECT: Consideration of a Resolution Authorizing Submittal of Applications for All CalRecycle Grant and Payment Programs for which the City of Rancho Cucamonga is Eligible. (RESOLUTION NO. 2022-020) (CITY) RECOMMENDATION:

Staff recommends that the City Council adopt a resolution authorizing submittal of applications for all CalRecycle Grant and Payment Programs for which the City of Rancho Cucamonga is eligible.

BACKGROUND:

Senate Bill 1383 (SB 1383) was signed into law in September 2016, to address climate change, including the reduction of short-lived climate pollutants. SB 1383 sets targeted dates and guidelines for reducing organic waste disposal in landfills. To meet these goals, the Department of Resources Recycling and Recovery (CalRecycle) is requiring jurisdictions to adopt and enforce actions related to this bill. This enforcement includes: providing organic waste recycling to residents, implementing a food recovery program, conducting outreach and education, procuring recycle organic waste products such as mulch and compost, and maintaining related records.

CalRecycle is offering the SB 1383 Local Assistance Grant Program to local jurisdictions to assist with the implementation of regulation requirements associated with SB 1383.

ANALYSIS:

If approved, staff would be provided with the necessary authorization to apply for any local CalRecycle grant and payment program funds for which the City is eligible, The SB 1383 Local Assistance Grant Program funds cans be utilized for activities such as capacity planning, collection, edible food recovery, education and outreach, enforcement and inspection, program evaluation, procurement requirements, and record keeping. This is a one-time payment, non- competitive grant, and if approved, the City’s share of the grant program has been estimated to be approximately $230,700.

FISCAL IMPACT:

If the grant application is approved, funding estimated to be in the amount of approximately $230,700 would reduce the City’s local funding costs for implementation of the State mandates und SB 1383.

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9 9
COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item relates to the Council Core Value of providing and nurturing a high quality of life for all, by achieving the goals required in the senate bill.

ATTACHMENTS:

Attachment 1 - Resolution 2022-020

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Resolution No. 2022-020 - Page 1 of 1
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9 5
RESOLUTION NO. 2022-020

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

RANCHO CUCAMONGA, CALIFORNIA, AUTHORIZING

SUBMITTAL OF APPLICATION(S) FOR ALL CALRECYCLE

GRANT AND PAYMENT PROGRAMS FOR WHICH THE CITY OF

RANCHO CUCAMONGA IS ELIGIBLE
WHEREAS, Public Resources Code sections 48000 et seq., 14581, and 42023.1(g), authorize the Department of Resources Recycling and Recovery (CalRecycle) to administer various grant and payment programs in furtherance of the State of California’s (state) efforts to reduce, recycle and reuse solid waste generated by the state, thereby preserving landfill capacity and protecting public health and safety and the environment, and WHEREAS, in furtherance of this authority, CalRecycle is required to establish procedures governing the administration of the payment programs, and administration of the application, awarding, and management of the grant programs, and
WHEREAS, CalRecycle’s procedures for administering payment and grant programs require, among other things, applicant’s governing body to declare by resolution certain authorizations related to the administration of the payment and grant program.

A. Resolution.

NOW, THEREFORE, the City Council of the City of Rancho Cucamonga is authorized to submit an application to CalRecycle for any and all grant and payment programs offered, and Be it further resolved that the City Manager, or his/her designee is hereby authorized and empowered to execute in the name of the City of Rancho Cucamonga all documents, including, but not limited to, applications, agreements, amendments, and requests for payment, necessary to secure funds and implement the approved grant or payment project; and Be it further resolved that these authorizations are effective from the date of adoption through January 19, 2027.

PASSED, APPROVED, AND ADOPTED this 19 day of January, 2022.

ATTACHMENT 1

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DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Robert Neiuber, Human Resources Director
Lucy Alvarez-Nunez, Management Analyst
SUBJECT: Consideration of a Resolution Approving an Amendment to the Rancho Cucamonga Management Association and Part Time City Positions Salary Schedules for Fiscal Year 2021-2022. (RESOLUTION NO. 2022- 021). (CITY)
RECOMMENDATION:

Staff recommends that the City Council adopt the attached resolution amending the Rancho Cucamonga Management Association and Part Time City positions salary schedules for fiscal year 2021-2022.

BACKGROUND:

The City Council traditionally adopts salary resolutions biannually for classifications employed by the City of Rancho Cucamonga. These resolutions are updated to reflect changes in salaries, additions and deletions of classifications, changes in job titles and other terms of employment.

ANALYSIS:

Amendment to the Part-time City positions salary schedule include the addition of Principal Management Analyst and Fund Development Coordinator. The Principal Management Analyst hourly range is set at the same range as its full-time equivalent. The Fund Development Coordinator hourly range is set at the same range as the Community Services Project Coordinator. Addition of these part time positions will facilitate completion of current projects and the coordination of City-led fundraising for the Library.

Amendment to the Rancho Cucamonga Management Association (RCMA) salary schedule includes the addition of Deputy Director of Planning. This new position allows for restructuring of the Department in light of the recent retirement of the Planning Director. The salary range is set at the same range as the Deputy Director of Public Works to reflect the duties of the position.

All other salary schedules, classifications, job titles, and other terms of employment remain the same.

Staff recommends that the City Council approve the resolution updating the RCMA and Part Time City positions salary schedule for fiscal year 2021-22 to include the aforementioned changes.

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FISCAL IMPACT:

Fiscal impacts associated with adjustments to the salary schedules will be accounted for in the mid-year budget.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item addresses the City’s core values of working towards continuous improvement.

ATTACHMENTS:

Attachment 1 – Resolution No. 2022-021
Attachment 2 - Rancho Cucamonga Management Association Salary Schedule Attachment 3 - Part Time City Positions Salary Schedule

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RESOLUTION NO. 2022-021

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

RANCHO CUCAMONGA, CALIFORNIA, APPROVING AN

AMENDMENT TO THE RANCHO CUCAMONGA MANAGEMENT

ASSOCIATION AND PART TIME CITY POSITIONS SALARY
SCHEDULES FOR FISCAL YEAR 2021-22.

WHEREAS, the City Council of the City of Rancho Cucamonga has determined that it is necessary for the efficient operation and management of the City that policies be established prescribing salary ranges, benefits and holidays and other policies for employees of the City of Rancho Cucamonga; and
WHEREAS, the City Council of the City of Rancho Cucamonga has previously adopted salary resolutions establishing salary ranges, benefits and other terms of employment for employees of the City of Rancho Cucamonga; and
WHEREAS, the City Council of the City of Rancho Cucamonga recognizes that it is necessary from time to time to amend the salary resolution to accommodate changes in position titles, classifications salary ranges, benefits and other terms of employment; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rancho Cucamonga, California to approve the attached updated salary schedules for the Rancho Cucamonga Management Association and Part-Time City positions (Attachments 2-3).

PASSED, APROVED AND ADOPTED this 19th day of January, 2022.

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Minimum Control Point Maximum
Class Title Step Amount Step Amount Step Amount
Accounting Manager 2525 $6,454 2565 $7,878 2585 $8,705
Animal Center Manager 2506 $5,872 2546 $7,168 2566 $7,918 Assistant to the City Manager 2590 $8,925 2630 $10,895 2650 $12,039 Building and Safety Manager 2533 $6,718 2573 $8,199 2593 $9,060 City Planner/Planning Manager 2583 $8,619 2623 $10,520 2643 $11,625 Community Affairs Manager 2565 $7,878 2605 $9,619 2625 $10,626 Community Improvement Manager 2533 $6,718 2573 $8,199 2593 $9,060 Community Services Manager 2506 $5,872 2546 $7,168 2566 $7,918 Community Services Superintendent 2536 $6,819 2576 $8,323 2596 $9,196 Cultural Center Manager 2536 $6,819 2576 $8,323 2596 $9,196 Deputy Director of City Clerk Services 2535 $6,785 2575 $8,281 2595 $9,150 Deputy Director of Community Services 2590 $8,925 2630 $10,895 2650 $12,039 Deputy Dir. Engineering/Deputy City Eng. 2590 $8,925 2630 $10,895 2650 $12,039 Deputy Dir. Engineering/Utility Manager 2590 $8,925 2630 $10,895 2650 $12,039 Deputy Director of Engineering 2584 $8,662 2624 $10,574 2644 $11,684 Deputy Director of Finance 2590 $8,925 2630 $10,895 2650 $12,039 Deputy Director of Human Resources 2590 $8,925 2630 $10,895 2650 $12,039 Deputy Dir. of Innovation and Technology 2558 $7,608 2598 $9,287 2618 $10,263 Deputy Director of Library Services 2572 $8,158 2612 $9,959 2632 $11,004 Deputy Director of Planning 2590 $8,925 2630 $10,895 2650 $12,039 Deputy Director of Public Works 2590 $8,925 2630 $10,895 2650 $12,039 Environmental Programs Manager 2539 $6,922 2579 $8,449 2599 $9,335 Facilities Superintendent 2536 $6,819 2576 $8,323 2596 $9,196 Finance Manager 2559 $7,646 2599 $9,335 2619 $10,315
Library Services Manager 2506 $5,872 2546 $7,168 2566 $7,918 Park/Landscape Maintenance Supt 2536 $6,819 2576 $8,323 2596 $9,196 Plan Check & Inspection Manager 2533 $6,718 2573 $8,199 2595 $9,150 Principal Accountant 2532 $6,684 2572 $8,158 2592 $9,014 Principal Engineer 2567 $7,958 2607 $9,713 2627 $10,732 Principal Librarian 2495 $5,558 2535 $6,785 2555 $7,495 Principal Management Analyst 2543 $7,061 2583 $8,619 2603 $9,523 Principal Planner 2537 $6,853 2577 $8,365 2597 $9,241
Procurement Manager 2530 $6,618 2570 $8,078 2590 $8,925 Public Works Maintenance Manager 2566 $7,918 2606 $9,666 2626 $10,679 Revenue Manager 2532 $6,684 2572 $8,158 2592 $9,014
Senior Civil Engineer 2547 $7,203 2587 $8,792 2607 $9,713 Monthly Pay Ranges Effective January 19, 2022
Resolution No. 2022 - 021

ASSIGNMENTS OF CLASSIFICATIONS TO PAY RANGES

RANCHO CUCAMONGA MANAGEMENT ASSOCIATION
ATTACHMENT 2
RCMA Salary Schedule

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Minimum Control Point Maximum
Monthly Pay Ranges Effective January 19, 2022
Resolution No. 2022 - 021

ASSIGNMENTS OF CLASSIFICATIONS TO PAY RANGES

RANCHO CUCAMONGA MANAGEMENT ASSOCIATION
Senior Executive Assistant 2460 $4,668 2500 $5,698 2520 $6,296 Senior Planner 2517 $6,203 2557 $7,570 2577 $8,365
Street/Storm Drain Maintenance Supt 2536 $6,819 2576 $8,323 2596 $9,196 Traffic Engineer 2569 $8,038 2609 $9,811 2629 $10,842
Utilities Operations Manager 2524 $6,422 2564 $7,840 2584 $8,662 Veterinarian 2579 $8,449 2619 $10,315 2639 $11,395
ATTACHMENT 2
RCMA Salary Schedule

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Hourly Pay Ranges Effective January 19, 2022
Part Time Positions Step Amount Step Amount Step Amount Account Clerk 6368 $15.87 6408 $19.37 6449 $23.77
Account Technician 6423 $20.88 6463 $25.49 6497 $30.20
Accountant 6465 $25.74 6505 $31.43 6539 $37.23
Administrative Assistant 6357 $15.02 6372 $16.19 6443 $23.07 Administrative Intern 6357 $15.02 6360 $15.25 6370 $16.02 Animal Behavior Specialist 6388 $17.54 6428 $21.41 6462 $25.36 Animal Care Attendant 6357 $15.02 6389 $17.62 6422 $20.77 Animal Caretaker 6378 $16.69 6418 $20.36 6452 $24.12
Animal Rescue Specialist 6388 $17.54 6428 $21.41 6462 $25.36 Animal Services Dispatcher 6369 $15.95 6409 $19.47 6443 $23.07 Animal Services Officer 6441 $22.84 6481 $27.88 6495 $29.90 Assistant Engineer 6488 $28.88 6528 $35.25 6562 $41.76
Assistant Planner 6468 $26.13 6508 $31.90 6541 $37.61
Associate Engineer 6518 $33.53 6558 $40.94 6592 $48.50
Associate Planner 6487 $28.73 6527 $35.07 6561 $41.55
Box Office Assistant* 6357 $15.02
Box Office Specialist 6357 $15.02 6361 $15.33
Budget Analyst 6498 $30.35 6538 $37.05 6588 $47.54
Building Inspector 6464 $25.61 6504 $31.27 6523 $34.38
Business License Clerk 6378 $16.69 6418 $20.36 6452 $24.12 Business License Technician 6408 $19.37 6448 $23.65 6482 $28.02 Community Improvement Officer I 6421 $20.67 6461 $25.23 6495 $29.90 Community Improvement Officer II 6441 $22.84 6481 $27.88 6515 $33.03 Community Programs Coordinator 6450 $23.89 6490 $29.16 6524 $34.55 Community Programs Specialist 6437 $22.39 6477 $27.33 6511 $32.38 Community Services Coordinator 6450 $23.89 6490 $29.16 6529 $35.42 Community Services Specialist 6357 $15.02 6390 $17.71 6424 $20.98 Community Services Supervisor 6480 $27.75 6520 $33.87 6554 $40.13 Community Services Technician 6437 $22.39 6477 $27.33 6511 $32.38 Customer Care Assistant 6357 $15.02 6372 $16.19 6443 $23.07 Day Custodian 6391 $17.79
Department Director 6562 $41.76 6604 $51.50 6707 $86.07 Department Manager 6525 $34.73 6566 $42.60 6634 $59.81
Deputy City Clerk 6430 $21.62 6470 $26.40 6504 $31.27
Division Supervisor 6416 $20.16 6457 $24.74 6554 $40.13 Electrician 6457 $24.74 6497 $30.20 6535 $36.50
Resolution No. 2022-021
Minimum Control Point Maximum

PART-TIME CITY POSITIONS

ASSIGNMENTS OF CLASSIFICATIONS TO PAY RANGES
ATTACHMENT 3
Part-Time City Positions Salary Schedule

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Hourly Pay Ranges Effective January 19, 2022
Part Time Positions Step Amount Step Amount Step Amount Resolution No. 2022-021
Minimum Control Point Maximum

PART-TIME CITY POSITIONS

ASSIGNMENTS OF CLASSIFICATIONS TO PAY RANGES
Energy Efficiency Coordinator 6372 $16.19 6412 $19.77 6422 $20.78 Engineering Aide 6421 $20.67 6461 $25.24 6495 $29.90
Engineering Intern 6357 $15.02 6360 $15.24 6370 $16.03
Engineering Technician 6441 $22.84 6481 $27.88 6515 $33.03 Environmental Resources Intern* 6357 $15.02
Equipment Operator 6425 $21.09 6465 $25.75 6503 $31.11
Executive Assistant 6394 $18.07 6434 $22.06 6497 $30.20 Fund Development Coordinator 6514 $32.87 6554 $40.13 6574 $44.34 GIS Intern 6357 $15.02 6360 $15.24 6370 $16.03
GIS Programmer/Analyst 6456 $24.61 6496 $30.05 6506 $31.58 GIS Technician 6436 $22.28 6476 $27.20 6510 $32.22
Healthy Cities Coordinator 6372 $16.19 6412 $19.77 6422 $20.78 Human Resources Clerk 6389 $17.62 6429 $21.51 6462 $25.36 Human Resources Technician 6399 $18.52 6439 $22.61 6465 $25.74 Lead Mechanic 6440 $22.73 6480 $27.75 6518 $33.53
Librarian I 6449 $23.77 6489 $29.01 6509 $32.06
Library Assistant I 6387 $17.44 6427 $21.30 6447 $23.53 Library Assistant II 6428 $21.40 6468 $26.13 6488 $28.87 Library Clerk 6370 $16.02 6410 $19.56 6429 $21.51
Library Director/SIF Trainer 6600 $50.48 6640 $61.63 6650 $64.78 Library Page* 6357 $15.02
Library Technician 6407 $19.27 6447 $23.53 6467 $26.00
Maintenance Technician* 6357 $15.02
Management Aide 6440 $22.73 6480 $27.75 6514 $32.87
Management Analyst I 6470 $26.40 6510 $32.22 6544 $38.17 Management Analyst II 6498 $30.35 6538 $37.05 6571 $43.68 Management Analyst III 6529 $35.42 6569 $43.24 6588 $47.54 Mechanic 6430 $21.62 6470 $26.40 6508 $31.90
Meter Technician 6487 $28.73 6527 $35.07 6537 $36.86
Office Services Clerk 6369 $15.95 6409 $19.47 6443 $23.07 Office Specialist I 6357 $15.02 6372 $16.19 6382 $17.02 Office Specialist II 6357 $15.02 6392 $17.89 6402 $18.80 Outreach Technician 6357 $15.02 6361 $15.33
Park Ranger* 6389 $17.62
Planning Aide 6357 $15.02 6360 $15.24 6370 $16.03
Planning Manager 6583 $46.37 6623 $56.62 6656 $66.74
ATTACHMENT 3
Part-Time City Positions Salary Schedule

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Hourly Pay Ranges Effective January 19, 2022
Part Time Positions Step Amount Step Amount Step Amount Resolution No. 2022-021
Minimum Control Point Maximum

PART-TIME CITY POSITIONS

ASSIGNMENTS OF CLASSIFICATIONS TO PAY RANGES
Plans Examiner I 6474 $26.92 6514 $32.87 6548 $38.94
Playschool Instructor* 6373 $16.27
Principal Management Analyst 6557 $40.73 6597 $49.73 6617 $54.94 Principal Engineer 6567 $42.82 6607 $52.27 6640 $61.62
Program Specialist 6357 $15.02 6361 $15.33
Public Services Technician I 6413 $19.86 6453 $24.25 6487 $28.73 Public Services Technician II 6423 $20.88 6463 $25.49 6497 $30.20 Public Services Technician III 6443 $23.07 6483 $28.16 6517 $33.36 Public Works Inspector I 6444 $23.19 6484 $28.31 6518 $33.53 Public Works Inspector II 6464 $25.62 6504 $31.27 6538 $37.05 Purchasing Clerk 6368 $15.87 6408 $19.37 6418 $20.37
Receptionist 6357 $15.02 6382 $17.02 6392 $17.89
Records Clerk 6357 $15.02 6384 $17.19 6432 $21.83
Records Coordinator 6372 $16.19 6412 $19.77 6459 $24.98 Recreation Leader II* 6357 $15.02
Secretary 6394 $18.07 6434 $22.06 6444 $23.18
Senior Accountant 6498 $30.35 6538 $37.05 6571 $43.68
Senior Civil Engineer 6543 $37.99 6583 $46.37 6620 $55.77 Signal and Lighting Technician 6452 $24.12 6492 $29.46 6530 $35.60 Theatre Technician I* 6357 $15.02
Theatre Technician II* 6407 $19.27
Veterinarian 6579 $45.46 6619 $55.50 6652 $65.42
Veterinary Assistant 6407 $19.27 6447 $23.52 6481 $27.88 Veterinary Technician 6437 $22.40 6477 $27.33 6511 $32.38 * Single Step
ATTACHMENT 3
Part-Time City Positions Salary Schedule

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DATE:January 19, 2022
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Sean McPherson, AICP, Senior Planner
SUBJECT: Consideration of Second Reading and Adoption of the Following:

ORDINANCE NO. 992

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, CONSENTING TO ANNEXATION DRC2020- 00185 AND APPROVING PREZONING DRC2020-00186 IN CONNECTION

WITH THE PROPOSED DEVELOPMENT OF TWO NEW INDUSTRIAL
BUILDINGS TOTALING APPROXIMATELY 655,878 SQUARE FEET ON AN APPROXIMATE 35-ACRE PROJECT SITE LOCATED AT ETIWANDA AVENUE

NORTH OF NAPA STREET, AND MAKING FINDINGS IN SUPPORT THEREOF – APNs: 0229-291-23, 46 AND 54
ORDINANCE NO. 993

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO

CUCAMONGA, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT
DRC2021-00175 BETWEEN THE CITY OF RANCHO CUCAMONGA AND
HILLWOOD ENTERPRISES, L.P., TO FACILITATE THE DEVELOPMENT OF TWO NEW INDUSTRIAL BUILDINGS TOTALING APPROXIMATELY 655,878 SQUARE FEET ON AN APPROXIMATE 35-ACRE PROJECT SITE LOCATED APPROXIMATELY 650 FEET EAST OF ETIWANDA AVENUE AND NORTH OF NAPA STREET; AND MAKING FINDINGS IN SUPPORT THEREOF – APN:
0229-291-46 AND 54
RECOMMENDATION:

Staff recommends that the City Council waive full reading and adopt Ordinance Nos. 992 and 993.

BACKGROUND:

The introduction and first reading of the above-entitled Ordinances was conducted at the Regular Council meeting of January 5, 2022, 2021. Votes at first reading: AYES: Kennedy, Hutchison, Scott, Spagnolo, Michael.

ANALYSIS:

Please refer to the December 5, 2021 Planning Commission staff report and January 5, 2022 City Council staff report.

FISCAL IMPACT:

Please refer to the December 5, 2021 Planning Commission staff report and January 5, 2022 City Council staff report.

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Page 2 ends

1 0
9 3
COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

Please refer to the December 5, 2021 Planning Commission staff report and January 5, 2022 City Council staff report.

ATTACHMENTS:

Attachment 1 - Ordinance 992
Attachment 2 - Ordinance 993

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ORDINANCE NO. 992

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, CONSENTING TO ANNEXATION DRC2020 - 00185 AND APPROVING PREZONING DRC2020 -00186 IN CONNECTION

WITH THE PROPOSED DEVELOPMENT OF TWO NEW INDUSTRIAL
BUILDINGS TOTALING APPROXIMATELY 655,878 SQUARE FEET ON AN APPROXIMATE 35-ACRE PROJECT SITE LOCATED EAST OF ETIWANDA

AVENUE AND NORTH OF NAPA STREET, AND MAKING FINDINGS IN SUPPORT THEREOF – APNs: 0229-291-23, 46 AND 54.

A. Recitals.

1. W
HEREAS, Kimley-Horn and Associates, on behalf of Hillwood Enterprises, L.P. (the “Applicant”), f
iled an application for the approval of Prezoning DRC2020- 00186 (the “Prezoning”), as described in the title of this ResolutionThe Prezoning is part of a proposed development of two new industrial buildings totaling approximately 655,878 square feet on an approximately 35- acre project site located approximately 650 f eet east of Etiwanda Avenue and north of Napa Street, APNs: 0229-291-23, 46 and 54 (the “Project Site”); and

2. W
HEREAS, the portion of the Project Site located within the City and identified as APN 0229 -291- 54 is currently zoned as Industrial Employment (IE); and

3. W
HEREAS, Prezoning DRC2020- 00186 is depicted in Exhibit “A,” attached hereto an d i
ncorporated herein by this reference, and would pre-zone a portion of the Project Site, specifically a 2.9-acre parcel identified as APN: 0229 -291-46 and a 0.69- acre portion of a parcel identified as APN: 0229- 291-23 currently located within unincorporated San Bernardino County and within the City of Fontana’s Sphere of Influence (the “Annexation Area”), and ultimately incorporate these parcels and portions thereof into the City’s official Zoning Map. To accomplish this objective, the Prezoning would result in the entire Project Site being zonedas Industrial Employment (IE), which would implement the General Plan’s regulating zones across the Project Area; and

4. W
HEREAS, the Applicant is expected to submit a petition to annex the unincorporated portions of the Project Site into the City of Rancho Cuc amonga. The Applicant has submitted a request to the City to concsent to this annexation, DRC2020-00185 (the “Annexation”). To that end, the City and the Rancho Cucamonga Fire Protection District must consent to the annexation and approve plans of service for their respective agencies; and

5. W
HEREAS, on December 8th, 2021, the Planning Commission of the City of Rancho Cucamonga conducted a duly noticed public hearing on Annexation DRC2020-00185 and Prezoning DRC2020-00186 and voted unanimously to recommend that the City Council consent to Annexation DRC2020-00185 and approve Prezoning DRC2020-00186; and

6. W
HEREAS, on January 5th, 2022, the City Council of the City of Rancho Cucamonga conducted a noticed public hearing and introduced for F irst Reading of Or dinance 992 adopting Annexation DRC2020- 00185 and Prezoning DRC2020-00186 and concluded said hearing on that date; and

7. W
HEREAS, All legal prerequisites prior to the adoption of this Ordinance have occurred.

B. Ordinance.

The C
ity Council of the City of Rancho Cucamonga does ordain as follows:

SECTION 1: This City Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Ordinance are true and correct.

SECTION 2: Based upon the substantial ev idence presented to the City Council during the above-referenced public hearing on January 5 th, 2022, including written and oral staff reports, together with public testimony, the City Council hereby specifically finds as follows:

Attachment 1

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a. In addition to Annexation DRC2020- 00185 and Prezoning DRC20 20-00186, the project scope includes: General Plan Amendment (DRC2020- 00184), to assign a land use designation of Industrial Employment District to the Annexation Area; Tentativ e Parcel Map (SUBTPM20251) to create two new parcels; and Design Review (DRC2020-00177), Conditional Use Permit (DRC2021-00317), and Uniform Sign Program (DRC2020-00178) to permit the use, construction and signage of the proposed project. The project also includes a Development Agreement (DRC2021-00180); and

b. The Project Site includes APN 0229-291-46 which is currently located within unincorporated San Bernardino County and within the City of Fontana’s Sphere of Influence and currently has a zoning designation of Regional Industrial (I -R) under San Berna rdino County and General Indust rial (M-2) under the City of Fontana; and

c. The application also requests the Annexation and Prezoning of an additional 0.69- acre portion of a parcel identified as APN: 0229 -291-23. This parcel, also currently located within unincorporated San Bernardino County and the City of Fontana’s Sphere of Influence currently has a zoning designation of Regional Industrial (I-R) under San Bernardino County and a zoning designation of Public Utility (P-UC) under the City of Fontana; and

d. Upon approval of the Prezoning and following approval of the Annexation by the Local Agency Formation Commission ( LAFCO), both parcels APN: 0229- 291-46 and APN: 0229 -291-23 will be assigned a zoning designati on of Industrial Employment (IE) by the City of Rancho Cucamonga, w hich is consistent with the existing zoning classification of the remainder of the Project Site which is currently located within the City; and

e. The City Council and Fire Protection Distric t Board must consent to the Annexation and adopt plans for service for the Annexation Area.

f. As reflected in Exhibit “A,” upon approval of the Annexation by LAFCO , these parcels will be assigned a land use designation of Industrial Employment District pursuant to the City of Rancho Cucamonga General Plan with a zoning designation of Industrial employment (IE).

SECTION 3 : Based upon the substantial evidence presented to this Council during the above-referenced public hearing and upon the specific findings of facts set forth in Paragraphs 1 and 2 above, this Council hereby finds and concludes as follows:

a. The City Council has independently reviewed the General Plan Consistency Analysis included as Table 4.11-5 in the EIR. The City Council has also considered the changes to the General Plan adopted on December 15, 2021 as the 2020 PlanRC General Plan Update. Based on this comprehensive consistency analysis, the Planning Commission finds that, subject to the City Council’s approval of the related documents and approvals associated with the Project (Annexation DRC2020- 00185, Prezoning DRC2020-00186, General Plan Amendment DRC2020- 00184, Tentative Parcel Map SUBTPM20251, Design Review (DRC2020-00177), Conditional Use Permit (DR C2021-00317), Uniform Sign Program (DRC2020- 00178) and Development Agreement DRC2021-00180, the Annexation and Prezoning would be consistent with the goals, policies and implementation programs of the General Plan and will not conflict with any specific pl an applicable to the Project Area . Given that this Prezoning affects parcels located outside of the City and i ts Sphere of Infuence, the General Plan does not currently address the Annexation A rea. The approval of General Plan Amendment DRC2020- 00184 will designate the Annexation Area as Industrial Employment under the General Plan and will ensure consistency between the zoning and General Plan. b. Approval of the Annexation and Prezoning would not be materially injurious or detrimental to adjacent properties based on the finding sin the Project’s EIR. c. The findings set forth in this Ordinance reflect the independent judgment of the City Council.

SECTION 4: The Annexation and Prezoning, in addition to the General Plan Amendment, Tentative Parcel Map, Design Review Conditional Use Permit, Uniform Sign Program and Development Agreement (collectively, the “Project”) were environmentally reviewed pursuant to the California Environmental Quality Act ( CEQA) and the State CEQA Guidelines . Pursuant to CEQA Guidelin es Section 15060(d), the City determined that an EIR would clearly be required f or the Project, and therefore prepared an environmental

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impact report (EIR) that focused on the potentially significant effects of the Project. By separate Resolution No. 2022-006, the City Council has: (i) made the required CEQA findings and determinations, (ii) certified t he Final EIR; and (iii) adopted a Mitigation Monitoring and Reporting Program for the Project. Resolution No. 2022-006is incorporated herein by r eference, and made a part hereof as if fully set forth herein. The documents and other materials that constitute the record on which this determination was made are located in the Planning Department and are in the custody of the Planning Director. Further, the mitigation measures set forth therein are made applicable to the Project.

SECTION 5: The City Counci l hereby adopts Prezoning DRC2020-00186. The Official Zoning Map for the City of Rancho Cucamonga is hereby amended to assign a zoning designation of “Industrial Employment (IE) Pre-District” for the Annnexation Area parcels of land, as shown in Attachment A. Pursuant to Section 17.22.050 of the Rancho Cucamonga Municipal Code, the zoning of the Annexation Area shall become effective at the time the proposed annexation for such area becomes effective. Until such time, the Official Zoning Map shall show the prezoning classification with the label “PRE DISTRICT”

SECTION 6: The C ity Council hereby consents to the San Bernardino County LAFCO’s approval of an annexation into the City of Rancho Cucamonga and related sphere of influence amendment for the Annexation Area parcels identified as APNs 0229- 291-23 and 0229- 291-46. The City Council further approves the plan for service for the Annexation Area attached hereto as Exhibit “B”.

SECTION 7: If any section, subsection, sentence, clause , phrase, or word of this Ordin ance is, for any reason, deemed or held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or preempted by legislative enactment, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Rancho Cucamonga hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or words thereof, regardless of the fact that anyone or more sections, subs ections, clauses, phrases, or words might subsequently be declared invalid or unconstitutional or preempted by subsequent legislation.

SECTION 7. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published in the manner prescribed by law.

PASSED, APPROVED, AND ADOPTED this 19th day of January, 2022.

BY: ____________________________________
L. Dennis Michael, Mayor

I, JANICE REYNOLDS, City Clerk of the City of Rancho Cucamonga, do h ereby certify that the foregoing Ordinance was introduced at a regular meeting of the C ity Council of the City of Rancho Cucamonga held on the 5 th day of January , 2022, and was finally passed at a regular meeting of the City Council of the City of Rancho Cucamonga held on the 19th day of January, 2022, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAINED: COUNCILMEMBERS:

ATTEST:_______________________________
City Clerk of the City of Rancho Cucamonga

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EXHIBIT A

ZONING MAP AMENDMENT

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EXHIBIT B

PLAN FOR SERVICE

5000 Birch Street, Suite 3000 Newport Beach, CA 92660

CITY OF RANCHO CUCAMONGA

PLAN FOR SERVICE
ANNEXATION OF 4.8 ACRES IN CONNECTION WITH

PROPOSED SPEEDWAY COMMERCE CENTER PROJECT
Prepared for:

City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730

www.FinanceDTA.com

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TABLE

OF CONTENTS

SECTION PAGE
I INTRODUCTION ......................................................... 1

II DESCRIPTION OF PROPOSED SPEEDWAY
COMMERCE CENTER PROJECT AND THE 4.8 ACRE
ANNEXATION AREA .................................................. 3 A Description of the Project Site ........................................ 3 B Description of the Annexation Area ............................. 4

III PLAN FOR SERVICE BEFORE AND AFTER
ANNEXATION OF 4.8 ACRES .................................... 6 IV General Government and Administrative Services .. 8 A Fire Protection and Emergency Response Services .. 9
V Wildland Fire Prevention and Protection ................... 10 VI Law Enforcement .......................................................... 10 VII Library ............................................................................ 10 VIII Parks and Recreation .................................................... 11 IX Animal Control .............................................................. 11 X Street Lighting .................................................................. 11 XI Landscape Maintenance ............................................... 12 XII Water ..................................................................................12 XIII Wastewater .................................................................... 12 XIV Transportation ............................................................... 13 XV Flood Control and Drainage ........................................ 13 XVI Utilities ............................................................................... 14 XVII Schools ........................................................................... 14 XVIII Solid Waste Management ............................................. 14 XIX ONE-TIME DEVELOPMENT IMPACT FEES .............. 15

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SECTION I

INTRODUCTION
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
1 I INTRODUCTION
The Speedway Commerce Center project (the “Project”) is currently under consideration for approval by the City of Rancho Cucamonga (the "City") City Council. The Project site includes an estimated 35.73 acres of vacant land in the eastern portion of the City located approximately

1.3 miles east of Interstate 15 and approximately 1.5 miles north of Interstate 10. An estimated 92% of the Project site is currently located within the City, with the remainder located in uninc orporated San Bernardino County (the “County”) within the City of Fontana Sphere of Influence. The Project has submitted a pre -zone application and annexation proposal for the portion of the Project located in the unincorporated County and certai n adjacent property to the west to create a logical boundary into the City from the centerline of Napa Street, east of Etiwanda Avenue and west of the San Sevaine Channel.

While all of the Project’s building square footage is to be constructed within 32.83 acres of the Project site that is already located within the City, a remaining 2.9-acre portion of the site consisting solely of a portion of the Project’s parking lot is currently located in the unincorporated County and will need to be annexed into the City. The entire area to be annexed (the “Annexation Area”) will also include 1.9 additional acres that consist of an unmanned parcel owned by Southern Cal Edison (the “SCE Parcel”) on which transmission wires are located, and a portion of the right of way for Napa Street. The intent of this Plan for Service (“PFS”) is to provide the County of San Bernardino Local Agency Formation Commission (“LAFCO”) with sufficient information to asses s which public agencies will be responsible for providing municipal services to the Annexation Area once it has been absorbed by the City. DTA is also preparing a separate PFS focusing specifically on the Cucamonga Valley Water District (“CVWD”), which wil l be annexing not just the Annexation Area, but also the remainder of the Project. As the remainder of the Project is already located in the City, it is not discussed in depth within this Annexation Area PFS, which is why the separate PFS is being prepared to cover the provision of wastewater services by CVWD.

While a standar d PFS typi cally also includes information on the fiscal impacts of an annexation action on the City General Fund and the General Funds of other municipal agencies that will be providing the annexed area, this Annexation Area is different because it is expected to include only very minimal development in terms of a 2.9-acre portion of a parking lot and a 1.9-acre SCE parcel containing only electrical transmission lines. Therefore, it is anticipated that no new revenues will be generated wi thin the Annexation Area, and the services to be provided therein will be minimal. However, DTA has previously prepared a fiscal impact analysis (“FIA”) that has been reviewed and approved by the City that analyzes the impacts of the overall Project on the City General Fund. As this F IA (the “Project FIA”) includes the small portion of the Project that is located in the Annexation Area, it will also be submitted separately from this PFS to the City for review and certification in-lieu of a new FIA analyzing just the Annexation Area.

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SECTION I

INTRODUCTION
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
2 In addition, as the fiscal impacts of the Project on the Rancho Cucamonga Fire Protection District (“RCFPD”) and the CHWD were not included in the Project FIA, DTA will also be preparing separate FIAs specifically focusing on t he entire Project’s impacts o n both of these agencies.

Notably, the CHWD fiscal analysis will be packaged together with the separate PFS for CHWD wastewater services previously discussed because the area to be annexed into CHWD will include the entire 35.73-acre Project site, not just the 4.8-acre Annexation Area.

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SECTION II DESCRIPTION OF

PROPOSED SPEEDWAY

COMMERCE CENTER PROJECT
AND THE 4.8 ACRE

ANNEXATION AREA
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
3 II DESCRIPTION OF PROPOSED SPEEDWAY COMMERCE CENTER PROJECT AND THE 4.8 ACRE ANNEXATION AREA
A Description of the Project Site
The Project site, as depicted in Figure 1 below, encompasses approximately 35.73 acres of vacant land in the eastern portion of the City and is located directly south of the Burlington Northern Santa Fe Railway, directly west of San Sevaine Channel, north of Napa Street in the City and County, and east of the East Etiwanda Creek channel.

Figure 1: Aerial Map for Proposed Project Site

The Project site is proposed to be developed into two industrial buildings totaling approximately 655,878 square feet of new warehouse space and related on-site and off-site improvements. A summary of the land uses and building square footage (“BSF”) associated with each land use in the Project is listed below in Table 1. The conceptual site plan for Buildings A and B within the Project is illustrated in Figure 2 below.

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SECTION II DESCRIPTION OF

PROPOSED SPEEDWAY

COMMERCE CENTER PROJECT
AND THE 4.8 ACRE

ANNEXATION AREA
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
4 Table 1: Proposed Land Uses for the Project

Land Use BSF
Building A - Warehouse 500,648
Building B - Warehouse 155,230

Figure 2: Proposed Speedway Commerce Center Project

B Description of the Annexation Area
The proposed Annexation Area consists of 4.8 acres that include 2.9 acres representing the southeast portion of the proposed Speedway Commerce Center project (the “Project”), as well as 1.9 acres made up of an undeveloped parcel containing transmission wires owned by Southern Cal Edison (“SCE”) and a portion of Napa Street right of way. A map delineating the Annexation Area is shown below in Figure 3.

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SECTION II DESCRIPTION OF

PROPOSED SPEEDWAY

COMMERCE CENTER PROJECT
AND THE 4.8 ACRE

ANNEXATION AREA
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
5 Figure 3: Proposed Annexation Area for Speedway Commerce Center Project

As reflected in Figures 2 and 3 above, the 2.9 -acre portion of the Annexation Area is anticipated to be used solely as a portion of the Project’s parking lot, with the SCE parcel continuing its current use as a transmission tower site.

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SECTION III PLAN FOR SERVICE

BEFORE AND
AFTER ANNEXATION OF 4.8
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
6 III PLAN FOR SERVICE BEFORE AND AFTER ANNEXATION OF 4.8 ACRES As noted previously, the Annexation Area consists of a 4 .8-acre portion of the Projec t and adjacent SCE Site that is currently being serviced by the County that will need to be annexed into the City. However, as neither the City nor the County provide certain required municipal services, the Annexation Area wil l also be subject t o annexati ons to additional districts, as detailed below. However, as noted previously, the entire Project, as opposed to just the Annexation Area, will be annexed into CVWD to obtain sewer services. As the entire Project encompasses 35.7 acres, which is significantly larger than the 4.8-acre Annexation Area, DTA has prepared an entirely separate PFS covering wastewater services that will be submitted directly to CHWD for review and confirmation, and is not included in this PFS.

The list of municipal services necessary to serve the Annexation Area are the following:

General Government and Administrative Services;
Fire Protection and Emergency Response Services;
Sheriff/Police and Public Safety Services;
Library;
Parks and
Recreation; Animal
Control; Street
Lighting;
Landscape Maintenance;
Water;
Wastewater;
Transportation;
Flood Control and Drainage;
Utilities;
Schools; and
Solid Water Management.

Table 2, below, provides a summary of which public agencies are currently responsible for providing each type of municipal service now, prior to the annexation, as well as which public agency is anticipated to be providing that same service after the annexation. In addition, one- time development impact fees (“DIFs”) are collected by a number of public agencies to fund the capital costs of public facilities, as summarized in Section IV of this Study.

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SECTION III PLAN FOR SERVICE

BEFORE AND
AFTER ANNEXATION OF 4.8
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
7 Table 2: Municipal Services Providers for Proposed Annexation Area 1

Municipal Services Current Municipal Provider Future Municipal Provider After Annexation
General Government and
Administrative Services2 County of San Bernardino City of Rancho Cucamonga

Fire Protection and
Emergency Response
Services
 Fontana Fire Protection District
(“FFPD”) contract with County of San
Bernardino Fire Department; and
 American Medical Response.

Rancho Cucamonga Fire Protection
District (“RCFPD”); and
American Medical Response
Sheriff/Police and Public
Safety
County of San Bernardino Sheriff's
Department
City contract with County of San
Bernardino Sheriff's Department
Library San Bernardino County Public Library Rancho Cucamonga Public Library Parks and Recreation
Regional Facilities
Local Facilities
County of San Bernardino None

County of San Bernardino
Rancho Cucamonga Community
Services Department
Animal Control San Bernardino County Animal Care and
Control
Rancho Cucamonga Animal Care and
Services Department

Street Lighting

None
Rancho Cucamonga Municipal
Utility (“RCMU”); and
Citywide street lighting district.

Landscape Maintenance San Bernardino County Rancho Cucamonga Public Works Services Department

Water
Inland Empire Utilities Agency
(“IEUA”) – wholesale; and
Fontana Water Company (“FWC”).

IEUA – wholesale; and
FWC.

Sewer IEUA – regional. IEUA – regional; and Cucamonga Valley Water District.

Transportation
Freeways and
Interchanges
Transit

Cal Trans Omnitrans

1 Some of the municipal services listed may not apply to the Proposed Annexation Area because it is anticipated that only a parking lot and unmanned utility easement will be located within that area. However, should future development plans change, the municipal services providers responsible for managing the public facilities associated with that future development are listed in this table.
2 Including General municipal administration, planning and community development services, economic development, local road operation and maintenance (“O&M”), street lighting O&M, local parks O&M, and human resources, among other services.

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www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
8 Municipal Services Current Municipal Provider Future Municipal Provider After Annexation
Flood Control and Drainage
Regional Facilities
Local Facilities

San Bernardino County Flood Control
District

San Bernardino County - Public Works

San Bernardino County Flood Control
District
Rancho Cucamonga Public Works
Services Department
Utilities
Cable/Internet
Provider/Phone
Power
Natural Gas

Charter Communications, Spectrum, and
Frontier
Southern California Edison Southern
California Gas Company

Charter Communications, Frontier, and
RCMU
RCMU
Southern California Gas Company

Schools
Etiwanda School District (K-8); and
Chaffey Joint Union High School
District (9-12)
Etiwanda School District (K -8); and
Chaffey Joint Union High School
District (9-12)

Solid Waste Management
Burrtec Waste Management Industries
through franchise agreement with San
Bernardino County Solid Waste
Management Division.

Burrtec Waste Management Industries
through franchise agreement with City of
Rancho Cucamonga.

A written narrative describing the pre-annexation and post-annexation provision of each service listed above follows:

A General Government and Administrative Services
A.1 Before Annexation
The County currently provides general government and administrative services to the Annexation Area. These includ e certain services that the C ounty only provides in the unincorporated County, such as planning and community development services, economic development, arterial, collector and other local road operation and maintenance (“O&M”), street lighting and local parks O&M and human resources, among other services. In addition, the County provides certain services on a Countywide basis to both cities and the unincorporated County, such as criminal justice services related to jails and courts, which include district attorney, public defender and probation services, as well as health and welfare services and other Countywide functions.

A.2 After Annexation
The City will assume responsibility for all of the administrative and general government services that had been previ ously provided by t he County ex clusively for unincorporated County areas.

As discussed above, these would include planning

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City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
9 and community development services, economic development, local road and street light O&M, etc. within the Annexation Area. The City’s road maintenance responsibilities would include the operations and maintenance of the ½ width of Napa Street that is being annexed into the City. However, the other services currently provided by the County on a Countywide basis, as also discussed abov e, will continue to be the Co unty’s responsibility within the Annexation Area. These would include criminal justice services, health and welfare services, etc.

B Fire Protection and Emergency Response Services
B.1 Before Annexation
FFPD currently provides the fire protection and emergency response services to the Annexation Area. FFPD, through contract with the San Bernardino County Fire Department, serves approximately 52.4 square miles (“SM”), encompassing 42.4 SM within the limits of the City of Fontana and 10 SM within Fontana’ s Sphere of Influence area (“SOI”). The Annexation Area is primarily served by Fire Station 73, located at 14360 Arrow Boulevard in Fontana. American Medical Response provides private ambulance services.

B.2 After Annexation
The RCFPD will p rovide the fire pro tection and emergency response services to the Annexation Area after its annexation. RCFPD encompasses approximately 50 SM of service area within the City limits and the City's SOI. The Annexation Area will be served by (i) the Jersey Fi re Station, located at 11297 Je rsey Boulevard, which is approximately 3 roadway miles west of the Annexation Area, and (ii) Day Creek Fire Station, located at 12270 Firehouse Court, which is approximately 3.3 roadway miles to the northwest of the Annexation Area. Based on its proximity to two existing fire stations, the Annexation Area will be adequately served by fire protection services, and no new or expanded unplanned facilities would be required.

In addition, the entire Project site, including the portion within the Annexation Area, is required to be annexed into Community Facilities District (“CFD”) No. 85-1 as one of the City’s conditions of development approval. CFD No. 85 -1 was initially approved by the qualified voters within the CFD in a special election to authorize the levy of a special tax to fund fire suppression services and facilities within the boundaries of Archibald Avenue, Etiwanda Avenue, Highland Avenue and Fourth Street.

The American Medical Response, a private ambulance service, provi des ambulance services to the Annexation Area. AMR is located at 7925 Center Avenue in Rancho Cucamonga.

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www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
10 C Wildland Fire Prevention and Protection
C.1 Before Annexation
FFPD, through a contract with the San Bernardino County Fire Department, currently provides the wildfire prevention and protection services to the Annexation Area.

C.2 After Annexation
RCFPD will provide the wildfire prevention and protection services to the Annexation Area after its annexation.

D Law Enforcement
D.1 Before Annexation
The San Bernardino C ounty Sheriff’s Dep artment (“SBCSD”) provides public safety services to the unincorporated areas.

D.2 After Annexation
Since incorporation in 1977, law enforcement services in the City have been provided through a contract with SBCSD. The closest police station to the Annexation Area is the Victoria Gardens Substation, located at 7743 Kew Avenue, which is approximately

2.5 roadway miles northwest of the Annexation Area. In addition, the Police Department Headquarters (SBCSD Rancho Cucamonga Patrol Station) is l ocated at 10510 Civic Center Drive, which is approximately 3.9 roadway miles northwest of the Annexation Area. Furthermore, a joint facility including a police substation and several other municipal offices, is proposed at the Empire Lakes development located approximately 3.8 roadway miles west of the Annexation Area.

Based on its proximity to these existing and proposed police stations and their projected staffing levels, the Annexation Area will be adequately served by existing police protection services, and no new or expanded unplanned facilities would be required.

E Library
E.1 Before Annexation
Currently, the Annexation Area is served by the San Bernardino County Library system. The nearest County library is the Fontana Lewis Library & Technology Center, located at 8437 Sierra Avenue in Fontana.

E.2 After Annexation
The Rancho Cucamonga Public Library will serve the Annexation Area after its annexation. The closest City library to the Annexation Area is the Paul A. Biane Library, located at 12505 Cultural Center Drive, which is approximately 2.4 roadway miles northwest of the Annexation Area.

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AFTER ANNEXATION OF 4.8
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
11 F Parks and Recreation
F.1 Before Annexation
The County Regional Parks Department (“CRPD”) provides regional park services to all residents and employed persons within the Count y, including locate d in both incorporated and unincorporated areas. The closest regional park is Cucamonga Guasti Regional Park in Ontario, which includes recreational areas for water sports, hiking and picnicking. But CRPD’s mandate is only to provide regional park facilities, so it does not support the construction, operations or maintenance of local parks anywhere within its jurisdiction, including within the Annexation Area.

F.2 After Annexation
The City’s Community Services Department will operate and maintain the City’s local parks and recreation facilities after annexation. This City Department currently supports the operations and maintenance of over 30 local park sites within the City which are a vailable for use by residents and employed persons located within the Annexation Area., The largest park and recreational facilities operated by this City Department includes the Community Center at Lions East and Lions West, Family Resource Center, Central Park Senior/Community Center, Rancho Cucamonga Sports Center, Epicenter/Sports Complex, and Victoria Gardens Cultural Center.

G Animal Control
G.1 Before Annexation
The San Bernardino County Animal Care and Control Program currently operates two animal shelters within the County, located in Big Bear and Devore, both of which are relatively distant from the Annexation Area.

G.2 After Annexation
The Rancho Cucamonga Animal Care and Services Department will provide animal control services to the Annexation Area after its annexation. The Department’s animal shelter facilities are located at 11780 Arrow Route in the City.

H Street Lighting
H.1 Before Annexation
The Annexation Area presently does not contain any streetlights.

H.2 After Annexation
Upon annexation, RCMU will be responsible for operating and maintaining streetlights in the Annexation Area. The Annexation Area is conditioned by the City to be annexed into SLD No. 1, which is the City’s street lighting finance district,

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www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
12 I Landscape Maintenance
I.1 Before Annexation
Currently, the County is responsible for the limited amount of landscape maintenance required within the Annexation Area.

I.2 After Annexation
Upon annexation, the City’s Public Works Department will be responsible for providing operations and maintenance services for the landscaping of any publicly owned parkways and medians within the Annexation Area, including operations and maintenance work on the ½ width of Napa Street that is being annexed into the City.

J Water
J.1 Before Annexation
FWC is a local water company currently providing water treatment, storage, and distribution of domestic water to the Annexation Area. FWC owns and operates three water treatment facilities, treating a combination of well and surface water. In 2020, water utilized within the City originated from three main sources; (i) approximately 60% groundwater, (ii) 15% local sur face water, and (iii) 25% water from the State Water Project. Groundwater is produced from Chino Basin, Rialto Basin and Lytle Basin, and an unnamed basin. Local surface water from Lytle Creek and imported surface water from the State Wa ter Project origina ting in No rthern California are treated at the Sandhill Water Treatment Plant, a 29 million- gallon-per-day (MGD) treatment plant that is comprised of a 12 MGD Conventional filtration treatment facility and a 17 MGD Diatomaceous Earth filtration treatment facility.

IEUA is a state water c ontractor for the Metropolitan Water District of Southern California (“MWD”), and is a regional wholesaler that delivers water at an average of

1.5 billion gallons of water per day to a 5,200 square mile service area.

J.2 After Annexation
FWC will continue to be the retail water service provider for the Annexation Area after its annexation, and IEUA will continue to be its wholesale water supplier.

K Wastewater
K.1 Before Annexation
IEUA is a regional wastewater treatment agency and wholesale distributor of imported water that operates wastewater treatment facilities. The entire Project site, including the portion within the Annexation Area, currently does not receive any local wastewater services.

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www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
13 K.2 After Annexation
IEUA will continue to be the regional wastewater treatment agency for the Annexation Area, while the CVWD will be the local wastewater service provider for the Annexation Area. CVWD currently operates and maintains approximately 421 miles of wastewa ter collection syst em ranging from 8 to 36 inches in diameter. Wastewater generated by the Project site would be transported through this collection system and conveyed to IEUA’s RP-1 and RP-4 regional water recycling plants where it is processed into recy cled water. IEUA ow ns and operates a system of regional trunk and interceptor sewers that transport wastewater to the regional wastewater treatment plants. In order to avoid overloadin g issues at any one facility, wastewater can be diverted from one regional plant to another.

As the entire Project, not just the Annexation Area, will be annexed into CVWD, a PFS and FIA are required to analyze the annexation of the entire Project into CVWD. These two analyses are being prepared separately from this Annexation Area PFS, and will be submitted to CVWD upon their completion.

L Transportation
L.1 Before Annexation
Caltrans currently operates and maintains freeways located in unincorporated County, while, as noted in Section A.1 of this study, arterials, collectors and ot her local roads are operated and maintained by the County Public Works Department. Omnitrans provide public transit in the unincorporated County.

L.2 After Annexation
Caltrans and Omnitrans will continue to provide freeway and public transit services to the Annexation Area once the annexation has been completed. As noted previously in Section A.2, the City will be responsible for the operations and maintenance of local roads within the Annexation Area.

M Flood Control and Drainage
M.1 Before Annexation
The County Flood Control District provides operations and maintenance services for regional flood control facilities, while any local drainage facilities, such as neighborhood detention basins, channels and bioswales are managed by the County’s Public Works Department.

M.2 After Annexation
The County F lood Control District will continue to manage regional flood control facilities on behalf of the Annexation Area, whereas the City’s Department of Public Works will take over responsibilities for the local drainage facilities cited above.

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AFTER ANNEXATION OF 4.8
www.FinanceDTA.com
City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
14 N Utilities
N.1 Before Annexation
The current providers of cable television and internet service within the area are Charter Communications, Spectrum and Frontier Communications. Telephone services are also provided by Frontier Communications, whereas electricity is supplied by Southern California Edison and natural gas by Southern California Gas Company.

N.2 After Annexation
Most of the utility services in the Annexation Area will continue to be maintained by the same private parties, with the exception of cable service and electricity, which will be furnished by RCMU.

O Schools
O.1 Before Annexation
The local primary elementary school is being operated by the Etiwanda School District (“ESD”).

High School facilities are the responsibility of Chaffey Joint Uni on High School District (“CJUHSD”).

O.2 After Annexation
Both primary and secondary school services will continue to be the responsibility of ESD and CJUHSD, respectively.

P Solid Waste Management
P.1 Before Annexation
Burrtec Waste Management Industries currently provides waste and recycling services to the Annexation Area through a franchise agreement with the County Solid Waste Management Division.

P.2 After Annexation
Burrtec Waste Management Industries will continue to provide waste and recycling services to the Annexation Area after its annexation, although its franchise agreement will be executed with the City rather than with the County,

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City of Rancho Cucamonga
Speedway Commerce Center Plan for Service
November 5, 2021
15 ONE-TIME DEVELOPMENT IMPACT
FEES

IV ONE-TIME DEVELOPMENT IMPACT FEES
Development impact fees (“DIFs”) are one-time fees utilized to fund a project’s fair share of a municipality’s infrastructure and capital needs, and are generally paid upon issuance of building permits and/or Certificates of Occupancy. As noted previously, the Annexation Area consists of

4.8 acres that will include the following anticipated land uses:

2.9 acres representing the southeast portion of the Project that is anticipated to be used solely as a portion of the Project’s parking lot;

1.9 acres of SCE-owned parcel containing transmission wires; and A portion of the Napa Street right of way.

Based on these currently proposed land uses within the Annexation Area, no structures are to be built within the area, so no DIFs are anticipated to be collected within the Annexation Area itself. Only portions of the Project outside of the Annexation Area on which structures are to be built would require the payment of DIFs, and they would be paying DIFs equal to the Project’s fair share of the capital costs of public facilities necessitated by the structures built on the Project site. Notably, if the development plan for the Project changes such that the Annexation Area would include actual development other than the currently anticipated parking lot, DIFs could be collected. However, as DIF levels generally vary dependent upon the land use types being constructed, specific fee levels cannot be assigned to the Annexation Area at this time.

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H748-028 -- 4210543.1
O
RDINANCE NO. 993
AN O

RDINANCE OF THE CITY COUNCIL OF THE CITY OF

RANCHO CUCAMONGA APPROVING DEVELOPMENT
AGREEMENT DRC2021 -00175 BETWEEN THE CITY OF
RANCHO CUCAMONGA AND HILLWOOD ENTERPRISES, L.P.,

TO FACILITATE THE DEVELOPMENT OF TWO NEW

INDUSTRIAL BUILDINGS TOTALING APPROXIMATELY
655,878 SQUARE FEET ON AN APPROXIMATE 35 -ACRE
PROJECT SITE LOCATED APPROXIMATELY 650 FEET EAST
OF ETIWANDA AVENUE AND NORTH OF NAPA STREET; AND
MAKING FINDINGS IN SUPPORT THEREOF – APN: 0229-291-
46 AND 54.

A. Recitals.

1. WHEREAS, Kimley-Horn and Associates, on behalf of Hillwood Enterprises, L.P. (the “Applicant”), filed an application for and negotiated the terms of Development Agreement DRC2021-00175, as described in the title of this Ordinance and attached hereto as Exhibit 1.

Hereinafter in this Ordinance, the subject development agreement is referred to as the “application" or the “Development Agreement;” and

2. WHEREAS, On December 8, 2021, the Planning Commission of the City of Rancho Cucamonga conducted a duly noticed public hearing on the application and concluded said hearing on that date at which point the Planning Commission voted unanimously to recommend that the City Council approve Development Agreement DRC2021-00175; and

3. WHEREAS, On January 5, 2022, the City Council conducted a duly noticed public hearing, concluded said hearing on that date, and thereafter introduced for first reading this Ordinance ; and

4. WHEREAS, All legal prerequisites prior to the adoption of this Ordinance have occurred.

B. Ordinance.

NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does ordain as follows:

SECTION 1. The City Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Ordinance are true and correct.

SECTION 2. Based upon the substantial evidence presented to the City Council during the above-referenced public hearing on January 5, 2022, including written and oral staff reports, together with public testimony, the City Council hereby specifically finds as follows:
a. The application applies to the approximately 35 -acre project site which comprises two parcels, APN: 0229- 291-46 and 0229- 291-54. The project site is located approximately 650 feet east of Etiwanda Avenue, north of Napa Street. The project site is Attachment 2tachment 21

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largely vacant, with an existing rail spur running in a north-south orientation roughly bisecting the site which serves properties to the south and existing Southern California Edison (SCE) overhead powerlines traversing the site in an east -west orientation. The existing rail spur is proposed to remain; however, the existing overhead SCE powerlines are proposed to be relocated, running east -west at the northern property line within the western portion of the project site, at which point the lines would turn south, and near the frontage of the property be made to run roughly parallel to Napa Street within the eastern portion of the project site. The proposed project includes the construction of one new north-south street which will be located along the westerly property line of the project area and will be designed to eventually connect to a future east-west street located immediately south of the Metrolink railway and parallel to Napa Street; and
b. Concurrent with this application, the Applicant represented that it will apply to the San Bernardino County Local Area Formation Commission for Annexation (DRC2020- 00185) to annex APN: 0229- 291-46 and a portion of APN: 0229- 291-23 into the City of Rancho Cucamonga, among other conforming changes of organization; General Plan Amendment (DRC2020-00184) to assign a land use designation to parcels, and portions thereof, to be annexed; Pre-Zoning (DRC2020-00186) to assign a pre-zoning designation to those parcels to be annexed; Tentative Parcel Map (SUBTPM20251) to create two new parcels; and Design Review (DRC2020- 00177), Conditional Use Permit (DRC2021- 00317) and Uniform Sign Program (DRC2020-00178) to permit the use, construction and signage of the proposed project; and
c. Development of the project is governed by the City’s General Plan, Development Code, all entitlements associated with the project, and the subject Development Agreement between the City and Owner’s predecessor in interest; and d. The existing Land Use, General Plan and Zoning Designations for the project site and adjacent properties are as follows:

Land Use General Plan Zoning*
Site Vacant
Industrial Employment District (for
portion within City); General
Industrial (GI)/ General Industrial (I-
G) (for portion within
County/Fontana SOI)
Industrial Employment
(IE) District (for portion
within City); Regional
Industrial (IR) (within
County) and General
Industrial (M-2) (for
portion within Fontana
SOI)
North Industrial Industrial Employment District Neo-Industrial (NI) District
South
Industrial
(County/Fontana
SOI)
General Industrial (GI), Special
Development (SD)/General
Industrial (I-G) (within
County/Fontana SOI)
Regional Industrial (IR);
Kaiser Commerce
Center Specific Plan
(KC/SP)/General
Industrial (M-2) (within
County/Fontana SOI)

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West
Industrial and
East Etiwanda
Creek
Industrial Employment District Industrial Employment
(IE) District
East San Sevaine
Channel
Open Space (OS) and General
Industrial (GI) (within
County/Fontana SOI)
Regional Industrial
(IR)/Open Space-Natural
(OS-N) (within
County/Fontana SOI)
*Prior to the adoption of Ordinance 982, the Industrial Employment (IE) zoning district was referred to as the Heavy Industrial (HI) district and the Neo-Industrial (NI) district was referred to as the General Industrial (GI) district.

e. The Project is for the development of two new industrial warehouse buildings on two new parcels of land: Building A will total approximately 500,648 square feet including approximately 10,000 square feet of office space and Building B will total approximately 155,230 square feet and include an office area of approximately 10,000 square feet square feet . The Project requires 183 parking stalls and 79 trailer loading stalls for Building A and 97 parking stalls and 20 trailer loading stalls for Building B. Accordingly, the Project provides 275 parking stalls and 87 trailer loading stalls for Building A, and 108 parking stalls and 20 trailer loading stalls for Building B; and f. As part of the Project, and in accordance with the California Environmental Quality Act (“CEQA”), the City has prepared Environmental Impact Report SCH No. 2020090076 (EIR), which analyzed the potential environmental impacts of the Project and related approvals; and
g. Pursuant to Section 17.22.060 of the Development Code, Development Agreements have been determined to be beneficial to the public in that:
i. Development Agreements increase the certainty in the approval of development projects, thereby preventing the waste of resources, reducing the cost of development to the consumer, and encouraging investment in and commitment to comprehensive planning, all leading to the maximum efficient utilization of resources at the least economic cost to the public.

ii. Development Agreements provide assurance to the applicant for a development project that upon approval of the Project, the applicant may proceed with the Project in accordance with existing policies, rules and regulations, and subject to conditions of appr oval, thereby strengthening the public planning process, encouraging private participation in comprehensive planning, and reducing the economic costs of development.

iii. Development Agreements enable the City to plan for and finance public facilities, including, but not limited to, streets, sewerage, transportation, drinking water, school, and utility facilities, thereby removing a serious impediment to the development of new housing.”

h. The proposed Development Agreement Amendment is being made and entered into for the Project to ensure that the above three goals are fulfilled; and

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i. The Project complies with all requirements of the Development Code including setbacks, parking, design, and landscape coverage; and SECTION 3. Based upon the substantial evidence presented to the City Council during the above-referenced public hearing and upon the specific findings of facts set forth in Sections 1 and 2 above, the City Council hereby finds and concludes as follows:
a. The proposed Project is consistent with the General Plan. The proposed industrial warehouse project will be consistent with the General Plan with the approval of General Plan Amendment DRC2020-00184. The Project site comprises two parcels: APN: 0229- 291-54 and 0229-291-46. APN: 0229-291-54 which is located within the City of Rancho Cucamonga and has a general plan land use designation of Industrial Employment District . APN: 0229- 291-46 which is currently located within unincorporated San Bernardino County and within the City of Fontana’s Sphere of Influence and which is proposed to be annexed into the City of Rancho Cucamonga as part of this project, has a general plan land use designation by San Bernardino County of General Industrial (GI) and a land use designation by the City of Fontana as General Industrial (I -G). Concurrent with the proposed annexation, the proposed General Plan Amendment will amend the land use designation of the parcels to be annexed to Industrial Employment District, a land use designation which permits the proposed industrial use. b. The proposed use is in accord with the objective of the Development Code and the purposes of the district in which the site is located. Storage Warehouses are permitted within the Industrial Employment (IE) District subject to the approval of a Conditional Use Permit.

Conditional Use Permit DRC2021- 00317 was submitted for the operation of a Storage Warehouse. The Project will be in compliance with the Zoning Map with approval of the related Pre-Zoning DRC 2020-00186, which will amend the zoning designation of the parcels to be annexed to a pre-zoning designation of Industrial Employment (IE) District. c. The proposed use is in compliance with each of the applicable provisions of the Development Code. The Project will be in compliance with the Development Code with approval of the related General Plan Amendment DRC2020-00184 and Pre- Zoning DRC2020- 00186. Storage Warehouses are permitted within the Industrial Employment (IE) District upon the approval of a Conditional Use Permit. The Project complies with all other development criteria outlined in the Development Code including setbacks, parking and design. d. The proposed use, together with the conditions applicable thereto, will not be detrimental to the public health, saf ety, or welfare, or materially injurious to properties or improvements in the vicinity. The related environmental review outlines potential environmental impacts related to the Project and identifies project-specific mitigation measures that reduce these impacts to less -than-significant. The proposed use will not be detrimental to the public health, safety, or welfare, or be materially injurious to properties or improvements in the vicinity.

SECTION 4. The Development Agreement, in addition to the Annexation, Pre-Zoning, General Plan Amendment, Tentative Parcel Map, Design Review, Conditional Use Permit and Uniform Sign Program (collectively, the “Project”) were environmentally reviewed pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines. Pursuant to CEQA Guidelines Section 15060(d), the City determined that an EIR would clearly be required for the Project, and therefore prepared an environmental impact report (EIR) that focused on the potentially significant effects of the Project. By separate Resolution No. 2022-006, the City Council has: (i) made the required CEQA findings and determinations, (ii) certified the Final EIR; and (iii) adopted a Mitigation Monitoring and Reporting Program for the Project. Resolution No. 2022-

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006is incorporated herein by reference, and made a part hereof as if fully set forth herein. The documents and other materials that constitute the record on which this determination was made are located in the Planning Department and are in the custody of the Planning Director. Further, the mitigation measures set forth therein are made applicable to the Project.

SECTION 5. On the basis of the foregoing and the totality of the administrative record before it, the City Council hereby approves Development Agreement DRC2021-00175 as shown in Exhibit 1.

SECTION 6. If any section, subsection, subdivision, paragraph, sentence, clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared unconstitutional, invalid, or ineffective.

SECTION 7. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published in the manner prescribed by law.

APPROVED AND ADOPTED THIS 19 TH DAY OF JANUARY 2022.

CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA

BY:

L. Dennis Michael, Mayor

I, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, do hereby certify that the foregoing Ordinance was adopted at a regular meeting of the City Council held on the 19th day of January 2022, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ATTEST:_______________________________
City Clerk of the City of Rancho Cucamonga

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EXHIBIT 1
Development Agreement

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Janice C. Reynolds
City Clerk
10500 Civic Center Drive
Rancho Cucamonga, California 91730

SPACE ABOVE THIS LINE FOR RECORDER’S USE

DEVELOPMENT AGREEMENT NO. DRC2021-00175

REGARDING THE SPEEDWAY COMMERCE PROJECT, RANCHO CUCAMONGA,

CALIFORNIA
THIS DEVELOPMENT AGREEMENT (this “Agreement” or this “Development Agreement”) is made and entered into as of the “Effective Date” set forth herein, by and between SPEEDWAY COMMERCE CENTER DEVELOPMENT, LLC , a Delaware limited liability company (“Developer”), and the CITY OF RANCHO CUCAMONGA, a California municipal corporation (“City”).

RECITALS
Developer is owner of the “Site” as set forth herein and generally described as a 35.73-acre site comprising Assessor Parcel Numbers (APNs) 0229-291-54 and 0229-291-46, and has a legal interest in the real property subject to this Agreement. The latter parcel is located in unincorporated San Bernardino County, which Developer seeks to annex into the City of Rancho Cucamonga.

On January 5, 2022, the City Council of the City of Rancho Cucamonga (“Counc il”) adopted the following resolutions:

Resolution No. 2022-001, approving General Plan Amendment DRC2020-00184; Resolution No. 2022-002, approving Tentative Parcel Map SUBTPM20251; Resolution No. 2022-003, approving Design Review DRC2020-00177; Resolution No. 2022-004, approving Conditional Use Permit DRC2021-00317; Resolution No. 2022-005, approving Uniform Sign Program DRC2020-00178; Resolution No. 2022-006, certifying, after making appropriate findings, an Environmental Impact Report (“EIR”) identified as SCH No. 2020090076.

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On January 5, 2022, the Council introduced Ordinance No. 992 and following second reading adopted Ordinance No. 992, approving Pre-Zoning Amendment DRC2020-00186.

The annexation of the Site includes a jurisdiction boundary change and sphere of influence amendments for two parcels, including APN 0229- 291-46 that constitutes part of the Site, located within the County of San Bernardino and within the City of Fontana sphere of influence. In addition, the annexation application is expected to include APN 0229-291-23, a parcel of approximately 0.69-acres, which is not a part of the Site. Developer will be the applicant to LAFCO for the foregoing annexation. The City agrees to take any necessary actions required by State law or LAFCO rules and regulations for submittal of the annexation by Developer to LAFCO.

Collectively, the resolutions identified in section 2 of the recitals and ordinance identified in section 3 of the recitals (collectively, “Project Entitlements”) amended th e City’s land use regulations to permit the development and operation of the Site with two high- cube warehouse buildings for a distribution/fulfillment center with ancillary office space, including the 500,648 square foot (“sf”) Building A and 155,230 sf Building B, along with the construction of a new public roadway, internal drive aisles, parking, on-site landscaping, lighting, utility connections, and related infrastructure and improvements.

California Government Code Section 65864, et seq. authorizes cities to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property.

City and Developer mutually desire to enter into this Development Agreement to develop the Project in accordance with the terms set forth herein.

On January 5, 2022, the City Council introduced Ordinance No. 993 (the “Approving Ordinance”), and following second reading adopted Ordinance No. 993, thereby approving this Development Agreement between the City and Developer. The Approving Ordinance is effective as of ________________. All requirements of the California Environment Quality Act have been met with respect to the Project, Project Entitlements, and this Agreement, and this Agreement is consistent with the City’s General Plan.

AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meaning:
“Approving Ordinance” means Ordinance No. 993, which approved this Agreement. “Building A” means the 500,648 sf building identified as “Building A” in the Development Plan. “Building B” means the 155,230 sf building identified as “Building B” in the Development Plan. “City” means the City of Rancho Cucamonga.

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“Community Benefit Fee” means any fee required under section 11(B) of this Agreement. “Developer” means Speedway Commerce Center Development, LLC, a Delaware limited liability company
“Development Plan” means those plans, specifications, and images attached hereto, collectively marked as Exhibit “C” and incorporated herein by this reference. “Effective Date” shall mean the date that the Approving Ordinance becomes effective. “ITE Manual” means the Institute of Traffic Engineers’ Trip Generation Manual, 10th Edition. “LAFCO” means the San Bernardino County Local Area Formation Commission. “Material Handling Equipment” shall mean all equipment intended for use in connection with the Project’s operation for the purpose of loadi ng or unloading goods and materials, including all forklifts.
“MMRP” shall refer to the Mitigation Monitoring and Reporting Program included in the Project’s Final EIR and on file in City’s Planning Department.
“Non-Sort Use” means a fulfillment center that ships large box items that are processed primarily with automation rather than through manual means, as defined in the ITE Manual. The authority to determine in a particular case whether a use is a “Sort Use” or a “Non-Sort Use” shall be vested in the Planning Director and City Engineer of the City and shall be exercised reasonably using the ITE Manual and based on the applicable facts and circumstances. “Project” means the proposed development of the Site, consistent with the terms and conditions of the Project Entitlements.
“Project Entitlements” mean the Resolutions and Ordinance described in recitals sections 2 through 3.
“Site” means the real property that is the subject of the Project Entitlements and as legally described, depicted and identified in Exhibit “A-1” and Exhibit “A-2”. “Sort Use” means a fulfillment center that ships out smaller items, requiring extensive sor ting, typically by manual means, as defined in the ITE Manual. The authority to determine in a particular case whether a use is a “Sort Use” or a “Non -Sort Use” shall be vested in the Planning Director and City Engineer of the City and shall be exercised reasonably using the ITE Manual and based on the applicable facts and circumstances.
“Term” means the initial six (6) year term of this Agreement, beginning from the Effective Date, and any extension pursuant to section 6.
“TIA” means the Project’s Traffic Impact Analysis and CEQA Transportation Impact Analysis Warehouse Scenario, E -Commerce Scenario and 100% E -Commerce Scenario TIA and VMT, dated February 18, 2021, prepared by Translutions, Inc., included as an appendix to the

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Environmental Impact Report prepared for the Project and on file in the City’s Engineering Services Department, which is incorporated herein by this reference.

Recitals. The recitals are part of this Agreement and shall be enforceable as any other provision of this Agreement.

Interest of Developer. Developer warrants and represents that, as of the Effective Date, it will have legal title to or an equitable interest in the Site; that it has full legal right to enter into this Agreement; and that the persons executing this Agreement on behalf of Developer have been duly authorized to do so.

Binding Effect of Agreement. Developer hereby subjects the Project and the Site to the covenants, reservations, and restrictions as set forth in this Agreement. The City and the Developer hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Developer’s successors and assigns in title or interest to the Project and/or Site. Each and every contract, deed or other instrument hereinafter executed, covering or conveying the Project and/or Site or any portion thereof shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations and restrictions expressed in this Agreement, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument.

The City and Developer hereby further declare their understanding and i ntent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and increasing the enjoyment and use of the Site by Developer and the future occupants of the Project, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which this Agreement is adopted.

Relationship of Parties. It is understood that the contractual relationship between City and Developer is such that City and Developer are each an independent party and neither is the agent or partner of the other for any purpose whatsoever and neither shall be considered to be the agent or partner of the other for any purpose whatsoever.

Term of Agreement. The Term of this Agreement shall commence on the Effective Date and shall continue for six (6) consecutive calendar years thereafter, unless the Term is otherwise terminated, modified, or extended in accordance with the provisions of this Agreement. So long as there are no material changes to the Project, the Developer is not then in breach beyond the notice and cure periods set forth in this Agreement, and the Developer has made all payments to the City as required pursuant to this Agreement, Developer has an option to extend the Term one time for an additional nine (9) years for a total Term of fifteen (15) years. To exercise this option, Developer must, no less than ninety (90) days’ prior to the expiration of the Term, both: (i) provide City with written notice of the intent to exercise the option and (ii) pay to City two million dollars ($2,000,000.00).

Upon receipt of such notice and payment, City shall provide written confirmation that the Developer’s option to extend the Term has been exercised a nd accepted. The Term shall not be extended until City provides written notice of confirmation to Developer, which

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notice shall not be unreasonably withheld and shall be provided prior to the expiration of the Agreement provided that Developer has provided required notice and full payment.

Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties to provide for the timing of development resulting in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that Developer shall have the right (without obligation), subject to the provisions of this Development Agreement, to complete the Project in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment.

Assignment. In the event of a proposed transfer of interest in the Site or any portion thereof or in this Agreement by Developer to a transferee, Developer agrees to comply with the following conditions:
(i) At least thirty (30) days prior to any such assignment, Developer shall provide the City with written notice thereof along with written evidence and documentation, of a form and substance reasonably satisfactory to the City, demonstrating the experience, capability, competence, and financial ability of the proposed assignee to carry out and complete t he Development Plan and comply with the terms of this Agreement.
(ii) At least thirty (30) days prior to any such assignment, Developer shall also provide evidence that the transferee will assume in writing through an assignment and assumption agreement all rem aining obligations of Developer under this Agreement. The assignment and assumption agreement shall be in a form reasonably satisfactory to the City Attorney. (iii) The City Manager shall have consented to the assignment of this Agreement, which consent will not be unreasonably withheld, provided that the City Manager shall consent to any assignment of this Agreement to a transferee if Developer provides satisfactory evidence pursuant to paragraph (i) that the proposed transferee owns property and assets valued at forty million dollars ($40,000,000) or more at that time of the proposed transfer.

Any assignment of this Agreement not made in strict compliance with the foregoing conditions shall constitute an event of default by the Developer pursuant to section 18.

Notwithstanding the foregoing, the terms, covenants and conditions of this Agreement shall be binding upon any transferee whether or not such an assignment and assumption agreement is signed by the assignee upon acquiring the Property.

General Standard s and Restrictions Pertaining to Development of the Site. The following specific restrictions shall apply to the use of the Site pursuant to this Development Agreement:

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Developer shall have the right to develop and operate the Project on the Site in accordance with the terms and conditions of this Agreement and the Project Entitlements and City shall have the right to control development of the Site in accordance with the provisions of this Agreement and the Project Entitlements.

The type, density, intensity, configuration of uses, size, and location of buildings and other improvements and provisions for the reservation or dedication of land for public purposes, location of public improvements, together with other terms and conditions of development applica ble to the Site, shall be as set forth in this Development Agreement, including the Development Plan, and the Project Entitlements, except as modifications may be made pursuant to section 16.

All public improvements, including landscaping, irrigation, sidewalk, traffic improvements and public streets, as set forth in the Development Plan, Project Entitlements, and this Development Agreement, shall be installed by the Developer in the time and manner described in the Development Plan, Project Entitlements, and this Development Agreement.

Developer and the City acknowledge that a portion of the Site is not currently located within City’s municipal’s limits (“Unincorporated Land”) and that, as to the Unincorporated Land, the Project Entitlements are contingent upon approval of the annexation by LAFCO and completion of annexation of the Unincorporated Land to the City. In the event Developer seeks to record Parcel Map 20251 prior to completion of the annexation, Developer shall produce evidence reasonably satisfactory to the City that the County of San Bernardino (“County”) has approved Tentative Parcel Map 20251 in compliance with all applicable State and County laws and regulations, in addition to applicable City laws and regulations, prior to t he City signing the final parcel map and allowing it to be recorded in the Official Records of County. In addition, provided that the Developer produces reasonable evidence that County has approved the precise grading plan or plans for one or both of the buildings on the Site and that Developer has otherwise satisfied technical grading plan check requirements, City shall issue grading permits for one or both of the buildings (including areas within the Unincorporated Land) before completion of annexation. In addition, City is informed that no vertical structures are located within the Unincorporated Land and based on that information agrees to issue building permits for one or both of the buildings before completion of annexation, subject only to Developer complying with City’s standards for issuance of such building permits and any applicable County laws and regulations to City’s reasonable satisfaction.

Effect of City Regulations on Development of Project. Developer is entitled to protections afforded by the development agreement statute, Government Code Section 65864 et seq., including a vested right to develop the Project site in accordance with the rules, regulations and official policies in effect as of the Effective Date. No future modification of City’s code or ordinances, or adoption of any code, ordinance, regulation, whether adopted by the City Council or through the initiative or referendum process, which conflicts with this Agreement shall apply to the Property or modify this Agreement without amendment hereto to so provide by the parties.

However, notwithstanding the foregoing, the City acknowledges that, pursuant to Rancho Cucamonga Municipal Code Section 17.02.020, Ordinance No. 982 does not apply to the Project’s Entitlements, which are governed by the regulations in effect when the applications were deemed

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complete (January 7, 2021), except as expressly addressed herein. This provision does not apply to Conditional Use Permit DRC2021- 00317, which covers the uses contemplated by this Agreement, but which was not deemed complete prior to the effective date of Ordinance No. 982.

This paragraph 10.A is intended to confirm the application of Rancho Cucamonga Municipal Code Section 17.02.020 to the Project, which shall continue to apply upon the termination or expiration of this Agreement.

Except as otherwise provided in Section 11.B.vi, the provisions of this section 10 shall not preclude the application to the development of the Site those changes in City ordinances, regulations, plans, or s pecifications which are specifically mandated and required by changes in state or federal laws or regulations as provided in California Government Code Section 65869.5 or any successor provision or provisions. In the event such changes in the law prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended or performance thereof delayed, as may be necessary to comply with such changes in the law.

The category of Development Impact Fees (“DIF”) applicable to the Project shall be those in effect as of the Agreement’s Effective Date (i.e. new DIF categories which may be adopted by the City after the Agreement’s Effective Date shall not apply to the Project), however the existing DIF and other development fees associated with the construction and development of the Project, including but not limited to land use approvals, development fees, building permits, etc., shall be pursuant to the rates as annually adjusted and in eff ect at the time application is made for such approvals or permits.

Nothing herein shall prevent the application of health, safety, and accessibility regulations (e.g., fire, building, seismic, plumbing, and electric codes and requirements under the Ameri cans with Disabilities Act or similar accessibility statute) that become applicable to the City as a whole.

The parties acknowledge and agree that the City is restricted in its authority to limit its police power by contract and that the limitations, reser vations and exceptions set forth in this section 10 are intended to reserve to the City all of its police power which cannot be so limited.

Developer’s Obligations. In consideration of the rights and benefits Developer is guaranteed under this Agreement, Developer agrees to provide each and every one of the community benefits and other measures set forth in this section 11.

Material Handling Equipment. Developer shall cause the City of Rancho Cucamonga to be designated as the point of sale for the Material Handling Equipment used in the Project’s operations. In addition, Developer shall include a requirement in all tenant leases that tenants shall cause the City of Rancho Cucamonga to be designated as the point of sale for the Material Handling Equipment used in the Project’s operations. City shall be a third party beneficiary to all such terms included in tenant leases. Provided that Developer complies with the requirements herein, Developer shall not be in default of this Agreement if a tenant fails to cause the City of Rancho Cucamonga to be designated as a point of sale for the Material Handling Equipment used in that tenant’s operations.

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Community Benefit Fee. Developer shall pay to City the Community Benefit Fees in the amount and schedule as set f orth below. The Community Benefit Fees are intended to address affordable housing demand, fire protection services, environmental justice, and related increases to City services associated with warehouse development.

Community Benefit Fee amount and schedule:

Payment Amount Due
Payment 1 $2,150,000.00 Upon issuance of a grading permit, provided that no grading permit shall be issued until the
fee is paid.

Payment 2 $2,150,000.00 Upon issuance of a certificate of occupancy for either Building A or Building B, provided
that no certificate of occupancy shall be issued
until the fee is paid.

If a Community Benefit Fee payment is scheduled to be due, pursuant to the schedule above, after the Term of this Agreement, then such community benefit fee payment shall automatically become due and owing on the final day of the Term. Developer may pay any of the Community Benefit Fee payments in advance of the scheduled due date, which early payment shall reduce the Consumer Price Index (CPI) -based inflationary increase applied to such payments pursuant to paragraph (v) below.

Up to thirty percent (30%) of the Community Benefit Fees received by City, as identified in paragraph (i) above, shall be refunded to Developer if, within the Term of this Agreement, a Project tenant generates five hundred thousand dollars ($500,000.00) in sales tax to the City annually for any three (3) consecutive years, provided that Developer can demonstrate that the tenant responsible for generating five hundred thousand dollars ($500,000.00) in sales tax received by the City for any three (3) consecutive year period has a lease covering the entire Term of this Agreement. Alternatively, up to fifteen (15%) of the Community Benefit Fees received by City, as identified in paragraph (i) a bove, shall be refunded to Developer if, within the Term of this Agreement, a Project tenant is a manufacturing business operating within City as of the Effective Date that has relocated to the Site. The refund shall be paid to Developer thirty (30) days following the expiration of the Term. By way of example only, if the tenant of Building A generates five hundred thousand dollars ($500,000.00) during each of years three, four, and five of the Term, then City shall refund to Developer an amount equal to one million two hundred ninety thousand ($1,290,000.00). The City shall have no further reimbursement obligation after this Agreement has expired.

Any Community Benefit Fee payment made after the first anniversary of the Effective Date of this Agreement is considered a deferred Community Benefit Fee payment and is subject to a CPI-based inflationary increase, if any, based on the CPI – All Urban Consumers for Riverside-San Bernardino- Ontario California as published by the U.S. Department of Labor, Bureau of Labor Statistics (or any successor thereto). Under no circumstance will the amount of each deferred Community Benefit Fee payment be lower than the amount identified in the table above.

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The Community Benefit Fee being paid by Developer pursuant to sec tion 11 satisfies all but one hundred thousand dollars ($100,000) of the public arts fees required by Ordinance 912. Developer shall have the right to satisfy the remaining one hundred thousand dollars (100,000) either through the procurement of art or the payment of an in- lieu fee in that amount.

Payment of the Community Benefit Fees above shall fully satisfy any future commercial linkage fee adopted by the City, even if said fees are higher than the amounts specified above.

Late Charges, Interest. If Developer fails to pay a Community Benefit Fee payment by the due date, City shall give written notice to Developer (or its successor) of such delinquency in accordance with section 24. If Developer fails to pay the Community Benefit Fee within thirty (30) days after such notice is served on Developer (the “Period to Cure”) then Developer shall pay a late charge in the amount equal to one quarter of one percent (0.25%) of the Community Benefit Fee due but not paid. The Parties acknowledge and agree that the amount of the costs and expenses that City will incur in the event the Community Benefit Fee is not paid when due is extremely difficult to calculate, and that the late charge set forth in the immediately preceding sentence is a reasonable, good faith estimate of such costs and expenses, but payment of such late charge shall not limit the City’s remedies following any default by Developer under this Agreement. If any Community Benefit Fee, is not paid within the Period to Cure, then such Community Benefit Fee (including any late charge) shall also bear interest, from the due date until paid, at the rate that is the lesser of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable law.

Traffic Improvements. The traffic improvements identified in paragraphs (i) and (ii) below shall be completed to the satisfaction of the City Engineer, no later the date of issuance of the certificate of occupancy of the Project’s first building. In the event that Developer is unable to complete the construction of any improvement by the date of issuance of a certificate of occupancy for the Project’s first building, despite Developer’s commercially reasonable efforts, due to processing, required coordination with other projects, or other issues outside of Developer’s control, then Developer shall issue a bond, satisfactory in form and value to the City Engineer, for the remaining work and shall be obligated to complete the required improvement within one year of issuance of the certificate of occupancy for the Project’s first building. For those improvements identified below requiring coordination and approval by Caltrans, if any, City shall cooperate with Developer on Developer’s efforts to obtain Caltrans approval; however, if Developer is unable to achieve 90% plan check review, as determined by the City Engineer, despite commercially reasonable efforts, due to processing delays by Caltrans, then issuance of grading and building permits for the Project shall not be delayed provided that all other requirements for issuance of grading and building permits have been met. Notwithstanding the foregoing, the City will only issue a temporary certificate of occupancy for the Project until the improvements that require Caltrans approval are compl eted. Unless the improvements are completed within one year, the temporary certificate of occupancy shall expire, unless an extension is mutually agreed to by both Parties.

Non-Sort Use Improvements. Developer shall construct the following traffic improvements and dedicate the necessary right-of-way consistent with the demands outlined in the Project’s TIA for a Non-Sort Use and determined necessary by the City Engineer:

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Etiwanda Avenue & 6th Street: Install a traffic signal. [DIF] I-15 SB Ramps & Ontari o Mills Dr./4th St: Modify the traffic signal to implement a 130-second cycle length and overlap phasing for the WB right turn lane, restripe the SB approach to provide one left turn lane, one through lane, and dual right turn lanes, and modify the traffic signal to implement overlap phasing for NB and SB right turn lanes. [P] Sort Use Improvements. Developer shall construct the following traffic improvements and dedicate the necessary right-of-way consistent with the demands outlined in the Project’s TIA for a Sort Use and determined necessary by the City Engineer:
a. Milliken Ave. & 4th St: Modify the traffic signal to implement overlap phasing on the WB right turn lane & modify the traffic signal to implement overlap phasing for the EB right turn lane; [P]

c. Etiwanda Ave. & Arrow Rte: Stripe 2nd SB left turn lane; [P] e. Etiwanda Ave. & Napa St.: Add a northbound right-turn lane with overlap phasing, add overlap phasing to the westbound right-turn lane and add a second westbound left-turn lane;
f. Haven Ave. & 4th St: Modify the traffic signal to implement an optimized cycle length; and
g. Etiwanda Ave. & I -10 EB Ramps: Restripe the eastbound shared left and right-turn lane to a dedicated right-turn lane.

Reimbursement. An improvement identified as [P] in paragraphs (i) and (ii) above is eligible for a 50% reimbursement of the actual costs if first constructed by Developer and the same improvement is also required to be constructed by the Bridge Point development. Developer may receive reimbursement of fifty percent (50%) of the actual cost of these improvements if the improvements are first constructed by Developer and the same improvements are also required to be constructed by the Bridge Point Rancho Cucamonga project loc ated at 12434 4th Street.

Alternatively, if the improvement is first constructed by the Bridge Point Rancho Cucamonga project, then Developer shall pay a reimbursement to the City, which will be passed through to the Bridge Point Rancho Cucamonga project’s developer, equal to fifty percent (50%) of the actual cost of the improvements and is not required to construct the improvements. Improvements identified as [DIF] are currently listed in the City’s Transportation Development Impact Fee Program and are eligible for credit and/or reimbursement up to the amounts identified in the program as of the date of payment of the Transportation Development Impact Fees. If these improvements are constructed by others prior to the development of this project, no credits or reimbursements shall be owed to Developer.

Satisfaction of Conditions of Approval. Developer’s provision of traffic improvements pursuant to this section 11(C) will satisfy any Condition of Approval pertaining to the impacts mitigated by the re quired traffic improvements and will serve as a substitute for the traffic improvements described above.

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Fair Share Payment in lieu of Remaining Traffic Improvements. In lieu of constructing the opening year and horizon year (2040) traffic improvements outlined in the TIA but not described above, Developer shall have the right to pay a fair share fee into the City’s Industrial Area Traffic Improvement Fund, equivalent to the amounts set forth in Exhibit “B” (the “Fair Share Fee”). The Fair Share Fee shall be due prior to issuance of the first certificate of occupancy for the Project. Developer’s payment of the Fair Share Fee for remaining traffic improvement pursuant to this section 11(D) will satisfy any Condition of Approval pertaining to required contributions to the City’s Industrial Area Traffic Improvement Fund for impacts mitigated by the improvements listed in the TIA but not required to be constructed in section 11(C)(i) or (ii) and such improvement shall not be required to be constructed.

New Public Street. Developer shall construct, consistent with the City’s standards and to the satisfaction of the City Engineer, a new public street on the west side of the Project site from Napa Street to the Project’s northerly property line with APN 0229- 291-55, to be classified as an Industrial Collector (66-foot full-width right-of-way), as shown in Exhibit D of this Agreement, including a depiction of the proposed cross-section for the new public street with one travel lane, landscaped parkway, and a sidewalk in each direction. Developer shall be responsible for all costs associated with the design and construction of the new public street. City shall accept dedication of the public street and the related improvements in the same manner as it accepts other similar public improvements constructed as part of private development projects in the City upon completion of the public street and related improvements. Developer shall provide a standard one- year warranty for the improvements, excluding normal roadway wear and tear. No certificate of occupancy for any project component will be issued for the Project until the improvements are completed and accepted by the City which the City shall not unreasonably delay. Developer’s provision of a new public street purs uant to this section 11(E) will satisfy any Condition of Approval pertaining to required provision of a new public street on the west side of the Project site from Napa Street to the Project’s northerly property line with APN 0229-291-55.

Financing Districts. The City may initiate (i) proceedings to form one or more special assessment districts (each, an “Assessment District”) to levy special benefit assessments (the “Special Benefit Assessments”) or (ii) proceedings to form one or more Mello -Roos Community Facilities Act of 1982 (Government Code Sections 53311 et seq.) Community Facilities Districts (each, a “CFD,” and collectively, with the Assessment Districts, the “Districts,” or individually, a “District”) to levy special taxes (the “CFD Taxes”), to fi nance the maintenance and operation of public streets, parkways, medians, public right -of-ways, public safety, and any other improvements or services benefiting properties within all industrial zones throughout the City (the “Maintenance Services”). Devel oper shall not oppose the formation of any District or the annexation of lands to any District, and shall vote in favor of any such Special Benefit Assessments or CFD Taxes for a District; provided, however, that in no event shall the annual total, combine d amount of the Special Benefit Assessments and CFD Taxes for the Districts exceed seven thousand five hundred dollars and zero cents ($7,500.00) per acre for the Site (the “Max Levy”). The Max Levy shall increase annually by an amount determined necessar y to fund the Maintenance Services, but such annual increase shall be no less than two percent (2%) and no more than six percent (6%). Developer shall satisfy its obligations under this paragraph 11(F) prior to the issuance of the first certificate of occupancy for the Project. The provisions of this paragraph 11(F) shall not apply to or affect the validity of any existing Assessment District or CFD applicable to the Site as of the Effective Date.

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Solar Panels and Purchase Agreement. Developer shall install a solar collector system that covers a percentage of the Project’s total roof area, with such percentage based on the formula outlined in Rancho Cucamonga Municipal Code Section 17.76.020(B), as amended by Ordinance No. 982, which requires in part that the renewable energy system shall be built to generate an amount of electricity sufficient to meet the following criteria: (a) annualized building demand based on the approved use; and (b) annualized demand required to charge fully electric vehicles and trucks, assuming that all vehicles and trucks to the site are fully electric; and (c) a reasonable rate of efficiency loss over 10 years. Such percentage shall be established pursuant to a study to be prepared by Developer and approved by the City, with Ci ty review time fully reimbursed by the Developer and paid prior to any issuance of the first building permit. The final percentage of required roof area coverage shall be confirmed by the City Engineer. The Rancho Cucamonga Municipal Utility (“RCMU”) and Developer agree to negotiate and execute a power purchase agreement (“Power Purchase Agreement”) within six (6) months of the Effective Date, provided that no Certificate of Occupancy shall be issued for the Project until the power purchase agreement is executed. A sample power purchase agreement is attached as Exhibit “E” to this Agreement.

The solar collector system shall be metered separately from the metered power usage demand of the Project’s two buildings. The Power Purchase Agreement will commit the City to purchase all electricity produced by the Project at market rate for at least 25 years, which market rate shall be specified in the executed Power Purchase Agreement.

RCMU Connection. The Project shall utilize RCMU for electricity and high- speed broadband. Developer shall extend all required infrastructure for electricity and high- speed broadband (“Required Infrastructure”) onto the Project site at the locations identified in Exhibit “F.” “Required Infrastructure” shall include all underground ducts and structures from a point of connection to established RCMU service facilities at the stub out identified in Exhibit “F” in the street or public right of way, surface mounted equipment (except for transformers), and cabling to serve both buildings on the Site. This requirement shall satisfy any Condition of Approval pertaining to the Project’s electric and fiber optic connection to RCMU.

Other City Fees. The Community Benefit Fee being paid by Developer pursuant to section 11 satisfies all but one hundred thousand dollars ($100,000) of the public arts fees required by Ordinance 912. Developer shall have the right to satisfy the remaining one hundred thousand dollars (100,000) either through the procurement of art or the payment of an in- lieu fee in that amount. Otherwise, Developer will be responsible for other applicable existing development fees.

MMRP Compliance Costs. The MMRP includes mitigation measures applicable to the Project that may require City to verify compliance outside of City’s plan check process for the Project. Accordingly, Developer shall reimburse City for all compliance costs, including City staff and consultant time and expenses, incurred in verifying Developer’s compliance with the MMRP, except for such costs associated with mitigation measures that are verified during plan check and recovered by City through development fees. City shall submit an invoice for such costs on an as- needed basis and Developer shall pay the invoice to City within thirty (30) days of receipt.

Undergrounding In-Lieu Fee. Pursuant to Rancho Cucamonga Municipal Code Section

16.36.090, Developer may pay a fee to City in the amount of one million four hundred thousand dollars ($1,400,000.00) in lieu of undergrounding existing distribution and telec ommunications facilities on the Site or along streets peripheral to the Site (“Distribution Facilities”). If Developer

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elects to pay the fee in lieu of undergrounding the Distribution Facilities, then City may use such funds for utility undergrounding projects anywhere within the City of Rancho Cucamonga. This requirement shall satisfy any Condition of Approval pertaining to the Project’s utility undergrounding.

Developer’s obligations under this section 11 may extend past the Term of this Agreement.

Therefore, this section 11 shall survive the expiration or termination of the Term; provided, however, that upon termination of this Agreement pursuant to section 27 below, all of Developer’s obligations hereunder shall be terminated and of no further force and effect.

City’s Obligations. The City shall reasonably expedite review and processing of all plans and issuance of all permits associated with the Project. The City shall refund not more than thirty percent (30%) or fifteen percent (15%), as the case may be, of the community Benefit Fee payments identified in section 11(B)(i), consistent with and provided the provisions and conditions of section 11(B)(iii) are satisfied.

Annual Review. During the Term of this Development Agreement, City shall annually review the extent of good faith compliance by Developer with the terms of this Development Agreement. Developer shall file an annual report with the City providing information regarding compliance with the terms of this Development Agreement no later tha n sixty (60) days prior to the anniversary of the Effective Date. Annual reports shall include all information necessary for the City to assess Developer’s compliance with the terms and provisions of this Agreement. Developer shall have the right to caus e the annual report to be filed by any lessee then occupying the Site provided, however, that Developer shall remain primarily responsible for such filing.

Indemnification and Legal Challenge. To the maximum extent permitted by law, Developer agrees to, a nd shall, defend, indemnify and hold City and its elected officials, officers, contractors serving as City officials, agents, and employees (“Indemnitees”) harmless from liability for damage and/or claims for damage for personal injuries, including death, and claims for property damage, and with respect to all other actions and liabilities for damages caused or alleged to have been caused by reason of Developer’s activities in connection with the construction of the Project or Developer’s operation of the p ermitted use, and which may arise from the direct or indirect operations of Developer or those of Developer’s contractors, agents, tenants, employees or any other persons acting on Developer’s behalf, which relate to the Developer’s construction of the Project or operation of the permitted use. This indemnity provision applies to all damages and claims for damage, as described above, regardless of whether or not the City prepared, supplied, or approved the plans, specifications, or other documents for the Project. Notwithstanding, the foregoing indemnity shall not include indemnification against (i) suits and actions brought by Developer by reason of City's default or alleged default hereunder, or (ii) suits and actions caused solely by or resulting solely from City's acts or omissions, or (iii) suits and actions arising from the sole negligence or willful misconduct of City; provided further, however, that the foregoing indemnity shall not apply to claims pertaining to City’s operation of those portions of the Site dedicated to City after the dedication thereof.

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In the event of any legal action challenging the validity, applicability, or interpretation of any provision of this Agreement, any of the Project Entitlements including, without limitation, the City’s General Plan, Zoning Ordinance, Design Review, EIR, or any other supporting document relating to the Project, the Developer shall indemnify, defend and hold harmless the Indemnitees, and each of them, with respect to all liability, costs and expenses incurred by, and/or awarded against, the City or any of the Indemnitees in relation to such action. The City shall have the right to select counsel of its choice. The parties hereby agree to cooperate in defending such action. In the event of any litigat ion challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction, the Developer may elect to continue development under this Agreement pending completion of the litigation but it shall do so at its sole risk, and the City shall not be liable for any loss suffered as a result thereof.

Amendments. This Agreement may be amended or canceled, in whole or in part, only by mutual written consent of the parties and then in the manner provided for in California Government Code Section 65868, et seq., or successor provisions thereto.

Minor Amendments to Development P lan. Upon the written application of Developer, minor modifications and changes to the Development Plan, including modifications to the building design or footprint affecting setbacks, parking layout and design, and landscape design may be approved by the Planning Director. Substantial changes in the Development Plan, as determined by the Planning Director, shall be processed through the process required by law to amend or modify the Development Plan. Upon the approval of substantial changes to the Devel opment Plan, Developer and City shall amend this Agreement to memorialize and acknowledge the revised Development Plan.

Enforcement. In the event of a default under the provisions of this Agreement by Developer, City shall give written notice to Developer (or its successor) by registered or certified mail addressed at the address stated in this Agreement, and if such violation is not corrected to the reasonable satisfaction of City within thirty (30) days after such notice is served on Developer, or if not corrected within such reasonable time as may be required to cure the breach or default if said breach or default cannot be cured within said thirty (30) days (provided that acts to cure the breach or default must be commenced within said thirty (30) days and must thereafter be diligently pursued by Developer), then City may, without further notice, declare a default under this Agreement and, upon any such declaration of default, City may bring any action necessary to specifically enforce the obligations of Developer growing out of the operation of this Development Agreement, apply to any court, state or federal, for injunctive relief against any violation by Developer of any provision of this Agreement, or apply for such other relief as may be appropriate.

Event of Default. Developer is in default under this Agreement upon the happening of one or more of the following events or conditions:

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If a material warranty, representation or statement made or furnished by Developer to City set forth herein or in any d ocument incorporated by reference herein is false or proved to have been false in any material respect when it was made;
If a finding and determination is made by City following an annual review pursuant to section 13 hereinabove, upon the basis of substantial evidence, that Developer has not complied in good faith with any material terms and conditions of this Agreement, after notice and opportunity to cure as described in section 17 hereinabove; or A breach by Developer of any of the provisions or terms of this Agreement, after notice and opportunity to cure as provided in section 17 hereinabove.

No Waiver of Remedies. City does not waive any claim of defect in performance by Developer if on periodic review City does not enforce this Agreement. Nonperformance by Developer shall not be excused because performance by Developer of the obligations herein contained would be unprofitable, difficult or expensive or because of a failure of any third party or entity, other than City. Subject to the provisions of Section 20, all other remedies at law or in equity which are not otherwise provided for in this Agreement are available to each party to pursue in the event that there is a breach of this Development Agreement by the other party (subject to applicable noti ce and cure periods). No waiver by City or Developer of any breach or default under this Development Agreement by the other party shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder.

City Not Liable For Damages. It is acknowledged by the parties that the City would not have entered into this Agreement if it could be held liable in damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorney’s fees in accordance with this Agreement, the City shall not be liable in damages to the Developer, or to any assignee, transferee or any other person, and the Developer covenants on behalf of itself and its successors in interest not to sue for or claim any damages:

For any breach of this Agreement;
For the taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto;
Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement; or For any injury to or interference with the rights of the property owner, allegedly or actually arising out of, or incurred in connection with, the parties entering this Agreement, or their exercise of any rights under this Agreement.

The parties hereby warrant that each enters into this Agreement with the understanding that if the City defaults on its obligations under this Agreement due to an action taken by the electorate of the City in the exercise of the reserved powers of initiati ve and referendum, this Agreement shall be modified or suspended to the extent required by Government Code Section 65869.5 and the Developer’s right to seek specific performance, a writ of mandate, or other mandatory relief shall

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be limited by such force a s the action taken by the electorate may have in light of state law as determined by any court of competent jurisdiction, in which case the Developer’s principal remedy shall lie in reformation of this Agreement
Rights of Lenders Under this Agreement. Should Developer place or cause to be placed any encumbrance or lien on the Project, or any part thereof, the beneficiary (“Lender”) of said encumbrance or lien shall have the right at any time during the term of this Agreement and the existence of said encumbrance or lien to:

Do any act or thing required of Developer under this Agreement, or cure any default of Developer under this Agreement within the time limits set forth in section 17, and any such act or thing done or performed by Lender or cure shall be as effective as if done by Developer; Realize on the security afforded by the encumbrance or lien by exercising foreclosure proceedings or power of sale or other remedy afforded in law or in equity or by the security document evidencing the encumbrance or lien (hereinafter referred to as “a trust deed”); Transfer, convey or assign the title of Developer to the Project to any purchaser at any foreclosure sale, whether the foreclosure sale be conducted pursuant to court order or pursuant to a power of sale contained in a trust deed; and
Acquire and succeed to the interest of Developer by virtue of any foreclosure sale, whether the foreclosure sale is conducted pursuant to a court order or pursuant to a power of sale contained in a trust deed.

Should any Lender require or request an amendment of this Agreement in respect of the rights and remedies granted to a Lender, City hereby agrees to execute and deliver such an amendment so long as the proposed amendment does not materially and adversely affect the r ights, powers, and remedies of the City in respect of a default by Developer hereunder.

Notice to Lender. City shall give written notice of any default or breach under this Agreement by Developer to Lender (if known by City) simultaneously with such notic e of default City gives to Developer and afford Lender the opportunity after receipt of service of the notice to:

Cure the breach or default within thirty (30) days after service of said notice, where the default can be cured by the payment of money;
Cure the breach or default within thirty (30) days after service of said notice where the breach or default can be cured by something other than the payment of money and can be cured within that time; or
Cure the breach or default in such reasonable time as may be required where something other than payment of money is required to cure the breach or default and cannot be performed within thirty (30) days after said notice, provided that acts to cure the breach or default are commenced within a thirty (30) day period after service of said notice of default on Lender by City and are thereafter diligently continued by Lender.

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Action by Lender. Notwithstanding any other provision of this Agreement, a Lender may forestall any action by City for a breach or default under the terms of this Agreement by Developer by commencing proceedings to foreclose its encumbrance or lien on the Project.

The proceedings so commenced may be for foreclosure of the encumbrance by order of court or for foreclosure of the encumbrance unde r a power of sale contained in the instrument creating the encumbrance or lien. The proceedings shall not, however, forestall any such action by the City for the default or breach by Developer unless:

They are commenced within thirty (30) days after service on Developer (and on Lender if Lender’s address is provided to the City) of the notice described hereinabove; They are, after having been commenced, diligently pursued in the manner required by law to completion; and
Lender keeps and performs all of the terms, covenants, and conditions of this Agreement requiring the payment or expenditure of money by Developer until the foreclosure proceedings are complete or are discharged by redemption, satisfaction, or payment.

Notice. Any notice required to be give n by the terms of this Agreement shall be provided by email or certified mail, return receipt requested, at the address of the respective parties as specified below or at any other such address as may be later specified by the parties hereto.

To Developer: Speedway Commerce Center Development, LLC A Delaware limited liability company
901 Via Piemonte, Suite 175
Ontario, CA 91764
Attention: Scott Morse

With a copy to: Gresham Savage Nolan & Tilden, PC
550 E. Hospitality Lane, Suite 300
San Bernardino, CA 92408
Attention: Mark A. Ostoich
Email: [email protected]

To City: City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, California, 91730
Attention: City Manager
Email: [email protected]
With a Copy to: Richards, Watson & Gershon
350 S. Grand Avenue, 37th Floor
Los Angeles, California 90071
Attention: Nicholas R. Ghirelli
Email: [email protected]

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Attorneys’ Fees. In any proceedings arising from the enforcement of this Agreement or because of an alleged breach or default hereunder, the prevailing party shall be entitled to recover it s costs and reasonable attorneys’ fees and experts’ fees incurred during the proceeding (including appeals) as may be fixed within the discretion of the court.

Binding Effect. This Agreement shall bind, and the benefits and burdens hereof shall inure to, the respective parties hereto and their legal representatives, executors, administrators, successors and assigns, wherever the context requires or admits.

Termination. Notwithstanding any other provision contained herein, this Agreement may be terminated at any time upon the written mutual agreement of both parties.

Applicable Law and Venue . This Agreement shall be construed in accordance with and governed by the laws of the State of California. Venue for any action or litigation brought for breach or to enforce any provision of this Agreement shall be the Superior Court of the County of San Bernardino, California.

Partial Invalidity. If any provisions of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

Recordation. The City Clerk shall record this Agreement in the Official Records of the County Recorder of the County of San Bernardino within ten (10) business days following the Effective Date. Upon the expiration of the terms of this Agreement and the request of the Property Owner, the City will execute and deliver, in recordable form, an instrument confirming that this Agreement is terminated and of no further force or effect.

Force Majeure. In the event that either party hereto shall be delayed or hindered or prevented from performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, riots, insurrection, terrorism, war or other reason of similar nature not the fault of the party delayed in performing the work or doing the acts required under the terms of this Agreement, then the performance of such act shall be excused for the period of the delay caused by the foregoing. Financial inability shall not be deemed an excuse for delay under this section 31.

Integrated Agreement. This Development Agreement consists of this Agreement together with all Exhibits attached hereto, and all of the same are hereby incorporated by reference.

The provisions of this Agreement shall govern over any inconsistent or conflicting provisions set forth in the Exhibits. No representation or promise, verbal or written, not expressly set forth herein shall be binding or have any force or effect.

Time of Essence. Time is of the essence in every provision hereof in which time is a factor.

Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between the City and De veloper. The anticipated refinements to the Project may demonstrate that clarifications to this Agreement and the Project Entitlements are appropriate with respect to the implementation of this Agreement and the Project Entitlements. If, when, and as it becomes necessary or appropriate to take implementing

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actions or make such changes, adjustments or clarifications, the Parties may effectuate such actions, changes, adjustments or clarifications through an operating memorandum (“Operating Memorandum”) appr oved by the parties in writing which references this section. Such Operating Memorandum shall not require public notices and hearings or an amendment to this Agreement unless it is required by sections 15 or 16 above. The City Manager shall be authorized, after consultation with and approval of Developer, to determine whether a requested adjustment, clarification or implementing action (i) may be effectuated pursuant to this section 34 and is consistent with the intent and purpose of this Agreement and the Project Entitlements or (ii) is of the type that would constitute an amendment to this Agreement and thus would require compliance with the provisions of section 15 or section 16 above. The authority to enter into such Operating Memorandum is hereby delegated to the City Manager, and the City Manager is hereby authorized to execute any Operating Memorandum hereunder without further City Council action. [SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties and shall be effective on the Effective Date set forth hereinabove.

CITY:

CITY OF RANCHO CUCAMONGA,
a Municipal Corporation
Dated:

By:

L. Dennis Michael
Mayor
DEVELOPER:

SPEEDWAY COMMERCE CENTER
DEVELOPMENT, LLC, a Delaware limited
liability company
Dated:

By:

Print Name:

Title:

ATTEST:

Janice C. Reynolds
City Clerk
Dated:

By:

Print Name:

Title:

Approved as to form:

James L. Markman
City Attorney

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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 San Bernardino )
On _________________________, before me, ,
(insert name and title of the officer)
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.

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 “A-1”

LEGAL DESCRIPTION
The Land referred to herein below is situated partly in the City of Rancho Cucamonga, County of San Bernardino, and partly in an unincorporated area in the County of San Bernardino, all in the State of California, and is described as follows:

ALL THOSE PORTIONS OF THE FOLLOWING DESCRIBED LAND LYING WITHIN

THOSE CERTAIN PARCELS OF LAND GRANTED TO KAISER STEEL LAND DEVELOPMENT, INC., A DELAWARE CORPORATION, AND DESCRIBED AS PARCELS NO. 1, 2, 3, AND 4, AND A PORTION PARCEL NO. 6, BY DOCUMENT RECORDED JULY 28, 1994 AS INSTRUMENT NO. 94 323332 OF OFFICIAL RECORDS

OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, IN THE WEST ONE-HALF OF SECTION 9 AND SECTION 16, TOWNSHIP 1 SOUTH, RANGE 6 WEST,

SAN BERNARDINO MERIDIAN, AND THAT PORTION OF THE EAST ONE -HALF OF SECTION 16, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN SAID COUNTY, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 9, SAID CORNER BEING LOCATED IN THE CENTER LINE OF ETIWANDA AVENUE; THENCE NORTH 00°06'43" EAST, 368.12 FEET ALONG THE WEST LINE OF SAID SECTION 9 AND THE

CENTERLINE OF SAID ETIWANDA AVENUE TO THE SOUTHERLY R IGHT OF WAY LINE OF THE ATCHISON TOPEKA AND SANTA FE RAILWAY, 100 FEET IN WIDTH; THENCE NORTH 87°54'59" EAST, 50.04 FEET ALONG SAID SOUTHERLY RIGHT OF

WAY LINE TO THE EASTERLY RIGHT OF WAY LINE OF SAID ETIWANDA AVENUE (50.00 HALF WIDTH) TO THE TRUE POINT O F BEGINNING; THENCE NORTH 87°54'59" EAST, 911.48 FEET ALONG SAID SOUTHERLY RIGHT OF WAY LINE TO

AN ANGLE POINT IN THE NORTHWESTERLY BOUNDARY LINE OF THE REAL

PROPERTY CONVEYED TO NATIONAL CAN CORPORATION BY DEED RECORDED MAY 06, 1965 IN BOOK 6385, PAGE 456 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 60°06'26" WEST, 214.28 FEET ALONG SAID NORTHWESTERLY BOUNDARY TO A ANGLE POINT IN SAID BOUNDARY; THENCE SOUTH 00°07'03" WEST, 554.86 FEET ALONG THE WESTERLY BOUNDARY OF SAID NATIONAL CAN CORPORATION BOUNDAR Y TO THE SOUTHWEST CORNER OF SAID BOUNDARY; THENCE NORTH 88°57'35" EAST, 1324.24 FEET ALONG THE SOUTHERLY

BOUNDARY OF SAID NATIONAL CAN CORPORATION BOUNDARY TO THE SOUTHEAST CORNER OF SAID BOUNDARY; THENCE NORTH 00°07'03" EAST, 679.03 FEET ALONG THE EASTER LY BOUNDARY OF SAID NATIONAL CAN

CORPORATION BOUNDARY TO THE NORTHEAST CORNER OF SAID BOUNDARY,

SAID NORTHEAST CORNER ALSO BEING ON SAID SOUTHERLY RIGHT OF WAY LINE OF THE ATCHISON TOPEKA AND SANTA FE RAILWAY; THENCE NORTH 87°54'59" EAST, 447.68 FEET ALONG SAID SOUTHERLY RIGHT OF WAY LINE TO A LINE PARALLEL WITH AND DISTANT WESTERLY 100.00 FEET FROM THE SOUTHWEST ONE -QUARTER OF SAID SECTION 9; THENCE SOUTH 00°15'05" WEST, 414.32 FEET ALONG SAID PARALLEL LINE, TO A POINT ON THE SOUTH LINE OF SAID SECTION 9 S AID POINT ALSO BEING ON THE NORTHERLY LINE OF

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SAID SECTION 16; THENCE NORTH 88°57'18" EAST, 100.02 FEET ALONG SAID

NORTHERLY LINE, TO THE NORTHEAST CORNER OF THE NORTHWEST ONE - QUARTER OF SAID SECTION 16; THENCE NORTH 88°57'18" EAST, 200.03 FEET

ALONG THE NORTHERLY LINE OF THE NORTHEAST ONE -QUARTER OF SAID SECTION 16 TO A POINT ON THE EASTERLY LINE OF THE WESTERLY 200.00 FEET OF THE EAST ONE -HALF OF SAID SECTION 16; THENCE SOUTH 00°06'58" WEST, 799.51 FEET TO A POINT ON THE NORTHERLY LINE OF NAPA STREET AS DESCRIBED IN DOCUMENT RECORDED OCTOBER 06, 1995 AS INSTRUMENT NO. 19950348166, AND DOCUMENT RECORDED NOVEMBER 22, 1995 AS INSTRUMENT NO. 19950404553, BOTH OF OFFICIAL RECORDS, SAID POINT ALSO BEING THE

BEGINNING OF A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 883.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID NON- TANGENT CURVE BEARS NORTH 23°08'53" WEST; THENCE FOLLOWING (7) SEVEN COURSES ALONG THE NORTHERLY LINE OF SAID NAPA STREET: THENCE SOUTHWESTERLY 36.49 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02°22'05", TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 817.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID REVERSE CURVE BEARS SOUTH 25°30'58" EAST; THENCE WESTERLY 729.50 FEET ALONG SAID CUR VE THROUGH A CENTRAL ANGLE OF 51°09'34" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 883.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID REVERSE CURVE BEARS NORTH 25°38'36" EAST; THENCE WESTERLY 390.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25°22'10"; THENCE NORTH 89°43'34" WEST, 518.43 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1033.00 FEET; THENCE SOUTHWESTERLY 188.14 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10°2 6'06" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 967.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID REVERSE CURVE BEARS SOUTH 10°09'40" EAST; THENCE WESTERLY 176.47 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10°27'22"; THENCE NORTH 89°42'18" WEST, 222.48 FEET TO A POINT ON THE EAST LINE OF THAT CERTAIN STRIP OF LAND, 150.00 FEET WIDE, DESCRIBED IN THE RIGHT OF WAY EASEMENT FROM FRANK BORGIA ET UX. TO SOUTHERN CALIFORNIA EDISON COMPANY LTD., RECORDED SEPTEMBER 27, 1938 IN BOOK 1301, PAGE 183 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 00°07'03" EAST, 714.03 FEET ALONG SAID EAST LINE TO THE SOUTHERLY LINE OF SAID SECTION 9; THENCE NORTH 00°04'52" EAST, 319.38 FEET TO A POINT ON THE SOUTHERLY LINE OF PARCEL NO. 1 AS CONVEYED TO ROBERT C. RINGHOLZ BY DEED RECORDED NOVEMBER 30, 1948 IN BOOK 2327, PAGE 359 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEARS 625.52 FEET (625.56 FEET GROUND) EAST ALONG SAID SOUTHERLY LINE FROM THE SOUTHWEST CORNER OF PARCEL NO. 1 OF SAID ROBERT C. RINGHOLZ PROPERTY, SAID SOUTHWEST CORNER BEING ON THE CENTERLINE OF SAID ETIWANDA AVENUE; THENCE SOUTH 87°54'59" WEST, 575.48 FEET

ALONG SAID SOUTHERLY LINE TO THE INTERSECTION OF SAID EASTERLY RIGHT OF WAY LINE OF SAID ETIWANDA AVENUE; THENCE NORTH 00°06'43" EAST, 60.04 FEET ALONG SAID EASTERLY RIGHT OF WAY LINE TO THE TRUE POINT OF BEGINNING.

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EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEING A PORTION OF THE SOUTHWEST ONE-HALF OF SECTION 9 AND A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 16, TOWNSHIP 1 SOUTH, RANGE 6 WEST,

SAN BERNARDINO MERIDIAN, SITUATED IN THE CITY OF RANCHO CUCAMONGA,

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, SAID PORTION ALSO BEING A

PORTION OF THE LAND DESCRIBED IN GRANT DEED TO KAISER STEEL LAND DEVELOPMENT, INC., RECORDED JANUARY 12, 2000 AS INSTRUMENT NO. 20000011988

OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 9, SAID CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE; THENCE NORTH 00°06'43" EAST, 368.09 FEET ALONG THE WEST LINE OF SAID SECTION 9 AND SAID CENTERLINE TO

THE SOUTHERLY LINE OF THE ATCHISON TOPEKA AND SANTA FE RAILWAY RIGHT- OF-WAY (100 FEET WIDE); THENCE NORTH 87°54'59" EAST 50.04 FEET ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID ETIWANDA AVENUE (50.00 FEET HALF WIDTH), SAID POINT BEING THE POINT OF BEGINNING; THENCE NORTH 87°54'59" EAST, 911.48 FEET CONTINUING ALONG SAID SOUTHERLY LINE TO AN ANGLE POINT

IN THE NORTHWESTERLY LINE OF THE PARCEL OF LAND DESCRIBED IN GRANT DEED TO NATIONAL CAN CORPORATION, RECORDED MAY 06, 1965 IN BOOK 6385, PAGE 456 OF OFFICIAL RECORDS; THENCE SOUTH 60°06'26" WEST 214.28 FEET ALONG SAID NORTHWESTERLY LINE TO AN AN GLE POINT IN SAID PARCEL; THENCE SOUTH 00°07'03" WEST, 554.86 FEET ALONG THE WESTERLY LINE OF SAID PARCEL TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE SOUTH 88°57'35" WEST, 150.02 FEET

ALONG THE WESTERLY PROJECTION OF THE SOUTHERLY LINE OF SAID PARCEL TO A POINT ON THE EASTERLY LINE OF THAT CERTAIN STRIP OF LAND, 150 FEET WIDE,

DESCRIBED IN RIGHT -OF-WAY EASEMENT, TO SOUTHERN CALIFORNIA EDISON COMPANY, LTD., RECORDED SEPTEMBER 27, 1938 IN BOOK 1301, PAGE 183 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 00°07'03" EAST, 272.73 FEET ALONG LAST SAID EASTERLY LINE TO THE SOUTH LINE OF SAID SECTION 9; THENCE NORTH 00°04'52" EAST, 319.38 FEET TO A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL NO. 1 IN GRANT DEED TO ROBERT C. RINGHOLZ, RECORDED NOVEMBER 30, 1948 IN BOOK 2327, PAGE 359 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEARS 625.52 FEET (625.56 FEET GROUND) EAST ALONG SAID SOUTHERLY LINE FROM THE SOUTHWEST CORNER OF SAID PARCEL 1 OF SAID ROBERT C.

RINGHOLZ PROPERTY, SAID SOUTHWEST CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE; THENCE SOUTH 87°54'59" WEST, 575.48 FEET ALONG LAST SAID SOUTHERLY LINE TO A POINT ON SAID EASTERLY LINE OF ETIWANDA AVENUE; THENCE NORTH 00°06'43" EAST, 60.04 FEET ALONG LAST SAID EASTERLY LINE TO THE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION DESCRIBED AS FOLLOWS:

BEING A PORTION OF THE SOUTHWEST ONE-QUARTER OF SECTION 9 AND A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 16, TOWNSHIP 1 SOUTH, RANGE 6

WEST, SAN BERNARDINO MERIDIAN, SITUATED IN THE CITY OF RANCHO

CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, SAID

PORTION ALSO BEING A PORTION OF THE PARCEL OF LAND DESCRIBED IN GRANT DEED TO NATIONAL CAN CORPORATION, RECORDED MAY 06, 1965 IN BOOK 6385,

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PAGE 456 OF OFFICIAL RECORDS OF SAID COUNT Y, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID NATIONAL CAN CORPORATION PARCEL; THENCE SOUTH 88°57'35" WEST, 567.50 FEET ALONG THE SOUTHERLY

LINE OF SAID PARCEL TO A POINT ON A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1062.15 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 72°53'33" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 48°02'18" AN ARC LENGTH OF 890.54 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL; THENCE SOUTH 00°07'03" WEST, 641.03 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AND DESCRIBED AS PARCEL 2 OF CERTIFICATE OF COMPLIANCE NO. 507 RECORDED JANUARY 17, 2002 AS INSTRUMENT NO. 20020026839 OF OFFICIAL RECORDS.

For conveyancing purposes only: APNs 0229-291-45-0-000, 0229-291-46-0-000 and 0229-291-54-0-000.

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A-2-1
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EXHIBIT “A-2”

SITE MAP

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EXHIBIT “B”

FAIR SHARE FEES

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EXHIBIT “C”

DEVELOPMENT PLAN
ON FILE IN THE PLANNING DEPARTMENT; TO BE ADDED PRIOR TO RECORDING

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E-1
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EXHIBIT “D”
New Public Street Depiction
Via Maris Place, AKA Street “A”

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EXHIBIT “E”
Draft Power Purchase Agreement

INDUSTRIAL ZONING DISTRICT RENEWABLE

POWER PURCHASE AGREEMENT

between

CITY OF RANCHO CUCAMONGA
and
________

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INDUSTRIAL ZONING DISTRICT

RENEWABLE POWER PURCHASE AGREEMENT

TABLE OF CONTENT

1. DOCUMENTS INCLUDED ......................................................................................... 3

2. SELLER’S FACILITY AND COMMERCIAL OPERATION DATE .................... 3

3. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING; COLLATERAL REQUIREMENT .......................................................... 6

4. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR
REQUIREMENTS ...................................................................................................... 10

5. REPRESENTATION AND WARRANTIES; COVENANTS ................................. 11

6. GENERAL CONDITIONS ......................................................................................... 13

7. INDEMNITY ............................................................................................................... 16

8. LIMITATION OF DAMAGES .................................................................................. 17

9. INSURANCE ............................................................................................................... 17

10. NOTICES ..................................................................................................................... 21

11. FORCE MAJEURE .................................................................................................... 21

12. EVENTS OF DEFAULT AND TERMINATION .................................................... 22

13. GOVERNMENTAL CHARGES ............................................................................... 25

14. RELEASE OF INFORMATION AND RECORDING CONVERSATION .......... 25

15. ASSIGNMENT ............................................................................................................ 26

16. GOVERNING LAW .................................................................................................... 26

17. DISPUTE RESOLUTION .......................................................................................... 26

18. MISCELLANEOUS .................................................................................................... 27 APPENDIX A – DEFINITIONS .............................................................................................................. 30 APPENDIX B – COMMERCIAL OPERATION DATE CONFIRMATION LETTER ................... 40 APPENDIX C – FORECASTING REQUIREMENTS ......................................................................... 41 APPENDIX D – DESCRIPTION OF THE FACILITY ........................................................................ 42 APPENDIX E – INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS ..................................................................................... 43 APPENDIX F – NOTICES LIST ............................................................................................................ 45 APPENDIX G – FORM OF LETTER OF CREDIT ............................................................................. 47 APPENDIX H – FORM OF CONSENT TO ASSIGNMENT .............................................................. 50

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The City of Rancho Cucamonga, a municipal corporation organized and existing under the laws of the State of California (“Buyer” or “RCMU”), and _________(“Seller”), a ________________, hereby enter into this Power Purchase Agreement (“Agreement”) made and effective as of the Execution Date. Seller and Buyer are sometimes referred to in this Agreement jointly as “Parties” or individually as “Party.” In consideration of the mutual promises and obligations stated in this Agreement and its appendices, the Parties agree as follows:

ARTICLE ONE. DOCUMENTS INCLUDED
This Agreement includes the following appendices, which are specifically incorporated herein and made a part of this Agreement:

Appendix A Definitions
Appendix B Commercial Operation Date Confirmation Letter Appendix C Forecasting Requirements
Appendix D Description of the Facility
Appendix E Seller’s Milestone Schedule
Appendix F Notices List
Appendix G Form of Letter of Credit
Appendix H Form of Consent to Assignment
This Agreement specifically incorporates herein by reference as if appended hereto the following documents (collectively referred to herein as the “Referenced Documents”):

Industrial Zoning District Renewable PPA Application, submitted by Seller, dated __________
Industrial Zoning District Renewable PPA Generation Forecast, dated _____________ Project Phasing Plan, approved by the City of Rancho Cucamonga on _____________ To the extent any provisions of the Referenced Documents conflict with any other provisions of the Agreement, the other provisions of the Agreement shall control.

ARTICLE TWO. SELLER’S FACILITY AND COMMERCIAL OPERATION DATE This Agreement governs Buyer’s purchase of the Product from the electrical generating facility (hereinafter referred to as the “Facility” or “Project”) as described in this Section.

1.1. Facility Location. The Facility is physically located at:
_____________________________.

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1.2. Facility Name. The Facility is named _____________.

1.2.1. The Facility’s renewable resource is _______.

1.3. Interconnection Point. The Facility is connected to the Rancho Cucamonga Municipal Utility (RCMU’s) electric system at __________ distribution circuit at a service voltage of __12____ kV.

1.4. Delivery Point. The Delivery Point for Energy is the Interconnection Point.

1.5. Facility Description . A description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with the Transmission/Distribution Owner’s electric distribution system, is attached and incorporated herein as Appendix D.

1.6. Commercial Operation.

1.6.1. The Facility’s expected Commercial Operation Date is _______.

1.6.2. Seller shall achieve Commercial Operation no later than the expected Commercial Operation Date specified in Section 2.6.1, which date shall be no later than _______ (__) months from the Execution Date of this Agreement. The expected Commercial Operation Date specified in Section 2.6.1 may be extended for only the following reasons:

1.6.2.1. If Seller has taken all commercially reasonable actions (including but not limited to Seller’s timely filing of all required applications and documents, payment of all applicable fees, and completion of all electric system upgrades needed, if any) to have the Project physically interconnected to the Transmission/Distribution Owner’s distribution system, but fails to secure any necessary commitments from the Transmission/Distribution Owner for such interconnection and upgrades due to delays beyond Seller’s reasonab le control, then the expected Commercial Operation Date specified in Section

2.6.1 shall be extended for the number of days necessary to physically interconnect the Facility; provided, however, that such delay may not extend the expected Commercial Operati on Date specified in Section 2.6.1 for a period of more than six (6) months; or

1.6.2.2. If Seller has taken all commercially reasonable actions (including but not limited to Seller’s timely filing of all required applications and documents and payment of all appli cable fees, if any) to obtain permits necessary to construct and operate the facility but fails to secure any such permits due to delays beyond Seller’s reasonable control , then the expected Commercial Operation Date specified in Section 2.6.1 shall be ext ended for the number

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of days necessary to secure such permits; provided, however, that such delay may not extend the expected Commercial Operation Date specified in Section

2.6.1 for a period of more than six (6) months; or

1.6.2.3. In the event of Force Majeure, the expected Commercial Operation Date specified in Section 2.6.1 shall be extended on a day- to-day basis for a cumulative period of not more than six (6) months; provided that Seller complies with Section 10.

1.6.2.4. Extensions under Section 2.6.2.1, 2.6.2.2, and 2.6.2.3, to the extent they may occur concurrently, shall run concurrently.

1.6.3. Seller shall provide Notice to Buyer of the Commercial Operation Date of the Facility at least thirty (30) days prior to such date.

1.6.4. Notwithstanding anything in this Agreement, if Seller is unable to achieve Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1, which may be extended pursuant to Section 2.6.2, then Seller shall either (i) terminate the Agreement, in which case Buyer may retain the full Reservation Deposit, or (ii) pay to Buyer daily delay damages in the amount of twenty cents ($0.20) for each kilowatt of Contract Capacity for each day beyond the expected Commercial Operation Date specified in Section 2.6.1, as may be extended pursuant to Section 2.6.2, that Seller requires to achieve Commercial Operation.

1.6.5. Commercial Operation shall occur only when all of the following conditions have been satisfied:

1.6.5.1. the Facility’s status as an Eligible Renewable Energy Resource is demonstrated by Seller’s receipt of pre-certification from the CEC;

1.6.5.2. the Parties have executed and exchanged the “Commercial Operation Date Confirmation Letter” attached as Appendix B;

1.6.5.3. Seller is in compliance with all applicable requirements of the RCMU Electric Service Rule 22 – Generating Facility Interconnections;

1.6.5.4. Seller has furnished to Buye r all insurance documents required under Section 9;

1.6.5.5. Seller has provided thirty (30) days’ Notice prior to the Commercial Operation Date as required under Section 2.6.3;

1.6.5.6. Seller has obtained all permits necessary to operate the Facility and is in compliance with all Laws applicable to the operation of the Facility;

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1.6.5.7. Seller has successfully installed and tested the Facility at its full Contract Capacity, and the Facility is capable of reliably generating at its full Contract Capacity; and

1.6.5.8. Seller has satisfied the Collateral Requirement set forth in Section 3.9.

1.6.5.9. The City of Rancho Cucamonga has approved the Phasing Plan submitted by Seller for the Facility.

ARTICLE THREE. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING; COLLATERAL REQUIREMENT

1.7. Contract Capacity. Pursuant to the Phasing Plan approved by the City of Rancho Cucamonga, the Contract Capacity is as follows:

Phase 1: _____ kW, alternating current (AC).

Phase 2: _____ kW, alternating current (AC).

Phase 3: _____ kW, alternating current (AC).

1.8. Contract Quantity.

1.8.1. The “Contract Quantity” during each Contract Year is the amount set forth in the applicable Contract Year in the “Delivery Term Contract Quantity Schedule,” set forth in Appendix F , which amount is net of Station Use . Seller shal l have the option to update the Delivery Term Contract Quantity Schedule one (1) time prior to Commercial Operation Date by an amount not to exceed a five percent (5%) increase or decrease from the Contract Quantity specified as of the Execution Date.

1.8.2. At least ninety (90) days prior to the occurrence of a Phasing Plan Transition Event, Seller shall provide Notice to Buyer that includes the following information (i) the new Contract Capacity consistent with Section 3.1; (ii) the date upon which the changed Contract Capacity will be available to Buyer; and (iii) documentation reasonably satisfactory to Buyer demonstrating that the requirements of the Phasing Plan have been met.

1.8.3. Within thirty (30) days of receiving Notice from Seller pursuant to Section 3.2.2., the City Manager shall cause the Contract Quantity values specified in Appendix F to be modified for the applicable Contract Years consistent with the Phasing Plan, and such modification shall be considered an element of the administration of this Agreement and shall not require the consent of the Parties hereto . Upon such modification, the City Manager shall promptly provide a copy of such revised Appendix F to Seller.

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1.9. Transaction. During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or associated with the Facility that is delivered to the Delivery Point. In no event shall Seller have the right to procure the Product from sources other than the Facility for sale or delivery to Buyer under this Agreement.

Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term.

1.10. Term of Agreement; Survival of Rights and Obligations.

1.10.1. The term shall commence upon the Execution Date of this Agreement and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 10.4 or 11 of this Agreement (the “Term”).

1.10.2. Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller’s or Buyer’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement.

1.11. Delivery Term. Seller shall deliver the Product from the Facility to Buyer for a period of twenty-five (25) Contract Years for all generation technologies. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement.

1.12. Contract Price.

1.12.1. Throughout the Delivery Term, and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be $__ per M Wh of
Delivered Energy.

1.12.2. In any Contract Year, if the amount of Delivered Energy exceeds one hundred fifteen percent (115%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred fifteen percent (115%) shall be adjusted to be seventy-five percent (75%) of the applicable Contract Price.

1.12.3. Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of: (a) Notice from Buyer that Buyer has been instructed by the CAISO or the Transmission/Distribution Owner or any other jurisdictional entity to curtail Energy deliveries; or (b) Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency; or (c) Notice of a Curtailment Order issued by Buyer. Buyer shall have no obligation to pay Seller for

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any Product delivered in violation of this Section 3.6.3. Seller shall assume all liability and reimburse Buyer for any and al l costs and charges incurred by Buyer, including but not limited to CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3. Buyer shall have no obligation to pay Seller for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to subsection (a) or (b) of the first sentence of this Section 3.6.3.

1.12.4. Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order. Buyer shall pay Seller the Contract Price for the Product Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order (“Paid Curtailed Product”) as calculated pursuant to Section 3.6.5.

1.12.5. No later than fifteen (15) days after the end of a calendar month in which Buyer issued a Curtailment Order, Seller shall prepare and provide to Buyer a calculation of the amount of Product the Facility would have been able to deliver under Sections

3.6.4 for the applicable month. Seller shall apply accepted industry standards in making such calculation and take into consideration past performance of the Facility, and other relevant information, including but not limited to, Facility availability, weather, water flow, and solar irradiance data for the period of time during the Buyer issued Curtailment Order . Upon Buyer’s request, Seller shall promptly provide to Buyer any additional and supporting documentation necessary for Buyer to audit and verify Seller’s calculation.

1.13. Billing.

1.13.1. The amount of Delivered Energy shal l be determined by the meter specified in Section 6.2.1 or Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point , regardless of circumstance. Buyer will not be obligated to pay Seller for any Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order.

1.13.2. For the purpose of calculating monthly payments under this Agreement, t he amount recorded by the meter specified in Section 6.2.1 or Check Meter, as applicable, will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1.

1.13.3. On or before the last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and issue an invoice showing the calculation of the payment. Seller shall also provide to Buyer: (a) records of metered data sufficient to document and verify the generation of

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Delivered Energy by the Facility during the preceding month; (b) access to any records; and (c) an invoice, in the format specified by Buyer.

1.13.4. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party.

Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. In the event adjustments to payments are required as a result of inaccurate meter(s), Buyer in its reasonable discretion shall determine the correct amount of Delivered Energy received under this Agreement during any period of inaccuracy and recompute the amount due from Buyer to Seller for the Delivered Energy delivered during the period of inaccuracy. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within thirty (30) days of such resolution.

1.13.5. All interest paid or payable under this Agreement shall be computed as simple interest using the Interes t Rate and, unless specified otherwise in this Agreement, shall be paid concurrently with the payment or refund of the underlying amount on which such interest is payable.

1.14. Title and Risk of Loss. Title to and risk of loss related to the Energy from the Facility shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Product from the Facility free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any person.

1.15. Collateral Requirement. On or before the Commercial Operation Date, Seller shall post and thereafter maintain a collateral requirement equal to sixty dollars ($60.00) for each kilowatt of Contract Capacity (the “Collateral Requirement”). The C ollateral Requirement will be held by Buyer and must be in the form of either cash deposit or Letter of Credit. The Collateral Requirement shall be posted to Buyer and maintained at all times during the Delivery Term. Buyer shall be entitled to draw upon t he Collateral Requirement for any damages arising upon Buyer’s declaration of an Early Termination Date as set forth in Section 12.3. In the event that Buyer draws on the Collateral Requirement, Seller shall promptly replenish such Collateral Requirement to the amount specified in this Section 3.9. Buyer shall return the unused portion of the Collateral Requirement to Seller promptly at the end of the Delivery Term, once all payment obligations of the Seller under this Agreement have been satisfied. Buyer shall pay simple interest on cash held to satisfy the Collateral Requirements at the rate and in the manner set forth in Section 3.7.5.

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ARTICLE FOUR. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR

REQUIREMENTS

1.16. Green Attributes. Seller hereby provides and conveys all green attributes associated with all electricity generation from the project to buyer as part of the product being delivered. seller represents and warrants that seller holds the rights to all green attributes from the project, and seller agre es to convey and hereby conveys all such green attributes to buyer as included in the delivery of the product from the project.

1.17. Conveyance of Product . Throughout the Delivery Term, Seller shall provide and convey the Product to Buyer in accordance with the terms of this Agreement, and Buyer shall have the exclusive right to the Product. Seller shall, at its own cost, take all actions and execute all documents or instruments that are reasonable and necessary to effectuate the use of the Green Attributes, Resource Adequacy Benefits, if any, and Capacity Attributes, if any, for Buyer’s benefit throughout the Delivery Term.

1.18. WREGIS. Seller shall cause and allow Buyer, or Buyer’s agent, to be the “Qualified Reporting Entity” and “Account Holder” (as such terms are defined by WREGIS) for the Facility within thirty (30) days after the Commercial Operation Date. In the event that Buyer is not the Qualified Reporting Entity, Seller shall, at its sole expense, take all actions necessary and provide any
documentation requested by Buyer in support of
WREGIS account administration and compliance with the California Renewables Portfolio Standard. Seller, at its sole expense, shall take all necessary steps and submit/file all necessary documentation to ensure that the Facility remains an Eligible Renewable Energy Resource throughout the Delivery Term as outlined in Section 4.5 and that all WREGIS Certificates associated with the Product accrue to Buyer and will satisfy the requirements of the California Renewables Portfolio Standard.

1.19. Resource Adequacy Benefits.

1.19.1. During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Contract Capacity, including Capacity Attributes, if any, from the Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CAISO or other regional entity may prescribe (“Resource Adequacy Requirements”).

1.19.2. Seller shall cooperate in good faith with and comply with reasonable requests of Buyer to enable Buyer to maximize anyResource Adequacy Benefits attributable to the Facility or any credits that reduce the Resource Adequacy Requirements of the Buyer.

1.20. Eligible Renewable Energy Resource. Seller shall take all actions necessary to achieve and maintain status as an Eligible Renewable Energy Resource (“ ERR”) throughout the Delivery Term . Within thirty (30) days after the Commercial Operation Date, Seller shall file an application or other appropriate request with the CEC for CEC

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Certification for the Facility. Seller sha ll expeditiously seek CEC Certification, including promptly responding to any requests for information from the requesting authority.

ARTICLE FIVE. REPRESENTATION AND WARRANTIES; COVENANTS

1.21. Representations and Warranties. On the Execution Date, each Party represents and warrants to the other Party that:

1.21.1. it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation;

1.21.2. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws;

1.21.3. this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms;

1.21.4. it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it bein g or becoming Bankrupt; and

1.21.5. there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement.

1.22. General Covenant s. Each Party covenants that throughout the Term of this Agreement:

1.22.1. it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation;

1.22.2. it shall maintain (or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and

1.22.3. it shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law.

1.23. Seller’s Representations, Warranties and Covenants . In addition to the representations, warranties and covenants specified in Sections 5.1 and 5.2, Selle r

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makes the following additional representations, warranties and covenants to Buyer, as of the Execution Date:

1.23.1. Seller has met all applicable legal and regulatory requirements to sell wholesale electricity in California;

1.23.2. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an ERR as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard.

To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law;

1.23.3. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in the California Energy Commission’s Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities adopted on December 22, 2020, and as may be modified by subsequent decision of the California Energy Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law;

1.23.4. Throughout the Delivery Term, Seller shall: (a) own and operate the Facility; (b) deliver the Product to Buyer free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any individual or entity; and (c) hold the rights to all of the Product;

1.23.5. Seller is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Buyer in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Agreement;

1.23.6. Throughout the Delivery Term: (a) Seller shall not convey, transfer, allocate, designate, award, report or otherwise provide any or all of the Product, or any portion thereof, or any benefits derived therefrom, to any party other than Buyer; and (b) Seller shall not start -up or operate the Facility per instruction of or for the benefit of any third party, except as required by other Laws;

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1.23.7. The construction of the Facility shall comply with all Laws, including applicable state and local laws, building standards, and interconnection requirements;

1.23.8. No other person or entity, including any other generating facility , has any rights in connection with Seller’s Interconnection Agreement or Seller’s Interconnection Facilities and no other persons or entities shall have any such rights during the Term;

1.23.9. During the Delivery Term, Seller shall not allow any other person or entity, including any other generating facility, to use Seller’s Interconnection Facilities ; and

1.23.10. All representations made by Seller in its Industrial Zoning District Renewable PPA Application are true and correct.

1.23.11. Pursuant to the requirements of Section 17.76.020 of Chapter 17.76 of (Alternative Energy Systems and Facilities) of Article IV (Site Development Provisions) of Title 17 (Development Code) of the Rancho Cucamonga Municipal Code, the Contract Capacity, during the applicable phase, is sufficient to meet the annualized customer load.

ARTICLE SIX. GENERAL CONDITIONS

1.24. Interconnection Requirements
. During the Delivery Term, Seller shall comply with
all contractual, metering, and applicable interconnection requirements, including those set forth in the RCMU Electric Service Rule 22, , Transmission/Distribution Owner’s applicable tariffs, the CAISO Tariff and implementing CAISO standards and requirements, and all Laws so as to be able to deliver Energy to the Delivery Point.

Seller shall provide and maintain during the Delivery Term, at its cost, all data processing gateways or remote intelligence gateways, telemetering equipment and data acquisition services, and associated meas uring and recording equipment necessary to meet all applicable WREGIS and RCMU requirements applicable to the Facility during the Delivery Term.

1.25. Metering Requirements.

1.25.1. All Energy from the Project must be delivered through a single revenue quality meter and that meter must be dedicated exclusively to the Project. All Delivered Energy purchased under this Agreement must be measured by the Project’s revenue quality meter(s) to be eligible for payment under this Agreement. Seller shall bear all costs relating to all metering equipment installed to accommodate the Project.

1.25.2. Buyer may, at its sole cost, furnish and install one Check Meter at the interconnection associated with the Facility at a location provided by Seller that is compliant with Buyer’s electr ic service requirements. The Check Meter may be interconnected with Buyer’s communication network, or the communication

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network of Buyer’s Agent, to permit periodic, remote collection of revenue quality meter data. In the event that Buyer elects to install a Check Meter, Buyer may compare the Check Meter data to the Facility’s revenue meter data. If the deviation between the Facility’s revenue meter data and the Check Meter data for any comparison is greater than 0.3%, Buyer may provide Notice to Seller of such deviation and the Parties shall mutually arrange for a meter check or recertification of the Check Meter or the Facility’s revenue meter, as applicable. Each Party shall bear its own costs for any meter check or recertification. Testing procedure s and standards for the Check Meter shall be the same as for a comparable Buyer -owned meter. Parties shall have the right to have representatives present during all such tests. The Check Meter, if Buyer elects to install a Check Meter, is intended to be used for back- up purposes in the event of a failure or other malfunction of the Facility’s revenue meter, and Check Meter data shall only be used to validate the Facility’s revenue meter data and, in the event of a failure or other malfunction of the Facility’s revenue meter, in place of the Facility’s revenue meter until such time that the Facility’s revenue meter is recertified.

1.26. Meter Data. Seller hereby agrees to provide all meter data to Buyer in a form acceptable to Buyer, including any inspection, testing and calibration data and reports.

Seller shall grant Buyer and Buyer’s agent the right to retrieve the meter readings from Seller or Seller’s meter reading agent.

1.27. Standard of Care . Seller shall: (a) maintain and operate the Facility and Interconnection Facilities in conformance with RCMU Rule 22, all Laws, and Prudent Electrical Practices; (b) obtain any governmental authorizations and permits required for the construction and operation of the Facility and Interconnection Facilities; and (c) generate, schedule and perform transmission services in compliance with all applicable RCMU rulesand Prudent Electrical Practices. Seller shall reimburse Buyer for any and all losses, damages, claims, penalties, or liability Buyer incurs as a result of Seller’s failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Facility throughout the Term of this Agreement.

1.28. Access Rights.

1.28.1. Operations Logs. Seller shall maintain a complete and accurate log of all material operations and maintenance information on a daily basis. Such log shall include, but not be limited to, information on power production, fuel consumption (if applicable), efficiency, availability, maintenance performed, outages, results of inspections, manufacturer recommended services, replacements, electrical characteristics of the generators, control settings or adjustments of equipment and protective devices. Seller shall provide this information electronically to Buyer within twenty (20) days of Buyer’s request.

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1.28.2. Access Rights. Buyer, its authorized agents, employees and inspectors may, on reasonable advance notice under the circumstances, visit the Project during normal business hours for purposes reasonably connected with this Agreement . Buyer, its authorized agents, employees and inspectors must (a) at all times adhere to all safety and security procedures as may be required by Seller; and (b) not interfere with the operation of the Project. Buyer shall make reasonable efforts to coordinate its emergency activities with the safety and security departments, if any, of the Project operator. Seller shall keep Buyer advised of current procedures for contacting the Project operator’s safety and security departments, if any exist.

1.29. Protection of Property. Seller shall be solely
responsible for protecting its own
facilities from possible damage resulting from electrical disturbances or faults caused by the operation, faulty operation, or non- operation of the Transmission/Distribution Owner's facilities. Buyer shall not be liable for any such damages so caused.

1.30. Forecasting. Seller shall comply with the forecasting in Appendix C.

1.31. Greenhouse Gas Emissions. Seller acknowledges that a Governmental Authority may require Buyer to take certain actions with respect to greenhouse gas emissions attributable to the generation of Energy , including, but not limited to, reporting, registering, tracking, allocating for or accounting for such emissions. Promptly following Buyer’s written request, Seller agrees to take all commercially reasonable actions and execute or provide any and all documents, information , or instruments
with respect to generation by the Facility reasonably necessary to permit Buyer to comply with such requirements, if any.

1.32. Reporting and Record Retention.

1.32.1. Seller shall use commercially reasonable efforts to meet the Milestone Schedule set forth in Appendix E and avoid or minimize any delays in meeting such schedule.

Seller shall provide Project development status reports in a format and a frequency, which shall not exceed one (1) report per month, specified by the Buyer. The report shall describe Seller’s progress relative to the development, construction, and startup of the Facility, as well as a Notice of any anticipated change to the Commercial Operation Date and whether Seller is on schedule to meet the Commercial Operation Date.

1.32.2. Seller shall within ten (10) Business Days of receipt thereof provide to Buyer copies of any Interconnection Agreement and all other material reports, studies and analyses fur nished by any Transmission/Distribution Owner, and any correspondence with the Transmission/Distribution Owner related thereto, concerning the interconnection of the Facility to the Transmission/Distribution Owner’s electric system or the transmission of E nergy on the Transmission/Distribution Owners’ electric system.

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1.32.3. Seller shall provide to Buyer on the Commercial Operation Date, and within thirty (30) days after the completion of each Contract Year thereafter during the Delivery Term, a copy of any inspection and maintenance report regarding the Facility that was also provided to the Transmission/Distribution Owner during the previous Contract Year.

1.33. Tax Withholding Documentation. Upon Buyer’s request, Seller shall promptly provide to Buyer Internal Revenue Service tax Form W-9 and California tax Form 590 (or their equivalent), completed with Seller’s information, and any other documentation necessary for Buyer to comply with its tax reporting or withholding obligations with respect to Seller.

1.34. Modifications to Facility . During the Delivery Term, Seller shall not repower or materially modify or alter the Facility without the written consent of Buyer. Material modifications or alterations include, but are not limited to, (a) movement of the Site, (b) changes that may increase or decrease the expected output of the Facility other than as allowed under Section 3.2
, (c) changes that may affect the generation profile of the Facility, (d) changes that may affect the ability to accurately measure the output of Product from the Facility and (e) changes that conflict with elections, information , or requirements specified elsewhere in this Agreement. Material modifications or alterations do not include maintenance and repairs performed in accordance with Prudent Electrical Practices. Seller shall provide to Buyer Notice not less than ninety (90) days before any proposed repowering, modification, or alteration occurs describing the repowering, modification, or alteration to Buyer’s reasonable satisfaction.

1.35. No Additional Incentives. Seller agrees that during the Term of this Agreement it shall not seek additional compensation or other benefits pursuant to the Self -Generation Incentive Program, as defined in CPUC Decision 01- 03-073, the California Solar Initiative, as defined in CPUC Decision 06-01-024, Buyer’s net energy metering tariff, or other similar California ratepayer subsidized program relating to energy production with respect to the Facility.

1.36. Site Control. Seller shall have Site Control as of the earlier of: (a) the Commercial Operation Date; or (b) any date before the Commercial Operation Date to the extent necessary for the Seller to perform its obligations under this Agreement and, in each case, Seller shall maintain Site Control throughout the De livery Term. Seller shall promptly provide Buyer with Notice if there is any change in the status of Seller’s Site Control.

ARTICLE SEVEN. INDEMNITY

1.37. Seller shall indemnify, defend, and hold harmless Buyer and its directors, officers, officials, and employees against and from any and all loss, liability, damage, expense,

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and costs (including without limitation costs and fees of litigation and reasonable attorneys’ fees) of every nature resulting from or arising out of Seller’s performance of its obligation s under this Agr eement, or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of Buyer.

1.38. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition. Seller agrees to indemnify, defend, and hold harmless, Buyer for any costs incurred by Buyer if and to the extent that Seller’s actions or inactions causes any or all of them to become required, whether statutorily or otherwise, to bear the cost of any decommissioning or demolition of the Facility or any environmental or other liability associated therewith, including, but not limited to, any investigations, actions, suits, claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) associated with clean -up costs and defense costs. The indemnity requirements set forth in this Section shall survive the termination of this Agreement.

ARTICLE EIGHT. LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL

BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL

DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER

REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,

LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.

UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 7 (INDEMNITY), IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES

BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO,

INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

ARTICLE NINE. INSURANCE

1.39. Insurance Coverage. Seller shall, at its own expense, starting on the Execution Date and until the end of the Term, a nd for such additional periods as may be specified below, provide and maintain in effect the following insurance policies and minimum limits of coverage as specified below, and such additional coverage as may be required

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by Law, with insurance companies authorized to do business in the state in which the services are to be performed, with an A.M. Best’s Insurance Rating of not less than A- :VII.

1.39.1. Commercial General Liability Insurance. Commercial general liability insurance, written on an occurrence, not claims -made basis, covering all operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage, personal and advertising injury, products/completed operations, contractual liability, premises -operations, owners and contractors protective, hazard, explosion, collapse and underground. Such insurance must bear a combined single limit per occurrence and annual aggregate of not less than five
million dollars ($5,000,000.00), exclusive of defense costs, for all coverages. Such insurance must contain standard cross-liability and severability of interest provisions. The Seller shall name the Buyer, its offic ers, officials, employees, and volunteers as additional insureds on the completed operations policy. The completed operations policy shall be as broad as one of the following ISO forms CG 20 37, 2039, or CG 20 40. Completed operations coverage must be maintained for a period of not less than four (4) years after this Agreement terminates. If Seller elects, with Buyer’s written concurrence, to use a “claims made” form of commercial general liability insurance, then the following additional requirements apply: (a) the retroactive date of the policy must be prior to the Execution Date; and (b) either the coverage must be maintained for a period of not less than four (4) years after this Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four (4) years after this Agreement terminates. Governmental agencies which have an established record of self-insurance may provide the required coverage through self-insurance.

1.39.2. Workers’ Compensation Insurance .

Workers’ compensation insurance with
statutory limits, as required by the state having jurisdiction over Seller’s employees, and employer’s liability insurance with limits of not less than: (a) bodily injury by accident - one million dollars ($1,000,000.00) each accident; (b) bodily injury by disease - one million dollars ($1,000,000.00) policy limit; and (c) bodily injury by disease - one million dollars ($1,000,000.00) each employee.

1.39.3. Commercial Automobile Liability Insurance . Commercial automobile liability insurance covering bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance must cover liability arising out of Seller’s use of all owned, non- owned and hired automobiles in the performance of the Agreement.

1.39.4. Umbrella/excess liability Insurance. Umbrella/excess liability insurance, written on an occurrence, not claims -made basis, providing coverage excess of the underlying employer’s liability, commercial general liability, and commercial automobile liability insurance, on terms at least as broad as the underlying coverage,

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with limits of not less than four million dollars ($4,000,000.00) per occurrence and in the annual aggregate.

1.39.5. Pollution Liability Insurance . If the s cope of work involves areas of known pollutants or contaminants, pollution liability coverage will be required to cover bodily injury, property damage, including clean-up costs and defense costs resulting from sudden, and accidental conditions, including t he discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hydrocarbons, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water shall be maintained.

The limit will not be less than one million dollars
($1,000,000.00) per occurrence or claim, and $2,000,000 policy aggregate for bodily injury and property damage. The policy will endorse RC MU as additional insured. If the contractor maintains broader coverage and/or higher limits than the minimums shown above for all policies, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

1.40. Additional Insurance Provisions.

1.40.1. On or before the later of (a) sixty (60) days after the Execution Date and (b) the date immediately pr eceding commencement of construction of the Facility, and again within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required above, written on forms a nd with deductibles reasonably acceptable to Buyer.

Notwithstanding the foregoing sentence, Seller shall in no event furnish Buyer certificates of insurance evidencing required coverage later than the Commercial Operation Date. All deductibles, co-insurance and self-insured retentions applicable to the insurance above must be paid by Seller. All certificates of insurance must note that the insurers issuing coverage must endeavor to provide Buyer with at least thirty (30) days’ prior written notice in the event of cancellation of coverage.

Buyer’s receipt of certificates that do not comply with the requirements stated in this Section 9.2.1, or Seller’s failure to provide such certificates, do not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9 and do not constitute a waiver of any of the requirements of Section 9.

1.40.2. Insurance coverage described above in Section 9.1 shall provide for thirty (30) days written Notice to Buye r prior to cancellation, termination, alteration, or material change of such insurance.

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1.40.3. Evidence of coverage described above in Section 9.1 shall state that coverage provided is primary and is not excess to or contributing with any insurance or self - insurance maintained by Buyer.

1.40.4. Buyer shall have the right to inspect or obtain a copy of the original policy(ies) of insurance.

1.40.5. All insurance certificates, endorsements, cancellations, terminations, alterations, and material changes of such insurance must be iss ued, clearly labeled with this Agreement’s identification number and submitted in accordance with Section 10 and Appendix F.

1.40.6. The insurance requirements set forth in Section 9.1 shall apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary. To the extent permitted by Law, Seller and its insurers shall be required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The commercial general liability insurance required in Section 9.1.1 and the umbrella/excess liability insurance required in Section 9.1.4 must name Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller’s construction, use or ownership of the Facility. The Worker’s Compensation policy shall be endorsed with a wa iver of subrogation in favor of the Buyer for all work performed by the Seller, its employees, agents and subcontractors.

1.40.7. Seller shall remain liable for all acts, omissions or default of any subcontractor or subsupplier and shall indemnify, defend and hold harmless Buyer for any and all loss or damages, as well as all costs, charges and expenses which Buyer may suffer, incur, or bear as a result of any acts, omissions or default by or on behalf of any subcontractor or subsupplier.

1.40.8. If Seller fails to comply with any of the provisions of this Section 9, Seller, among other things and without restricting Buyer’s remedies under Law or otherwise, shall, at its own cost, act as an insurer and provide insurance in accordance with the terms and conditions of this Section 9. With respect to the required commercial general liability insurance set forth in Section 9.1.1, umbrella/excess liability insurance set forth in Section 9.1.4, commercial automobile liability insurance set forth in Section 9.1.3, and pollution liability insurance set forth in Section 9.1.5 Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer with an A.M.

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Best’s Insurance Rating of A-:VII would have, had the insurance been maintained in accordance with the terms and conditions set forth in this Section 9 and given the required additional insured wording in the commercial general liability insurance and umbrella/excess liability insurance, and standard “Who is an Insured” provision in commercial automobile liability form.

ARTICLE TEN. NOTICES
Notices (other than forecasts and scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service, facsimile, or electronic messaging (e-mail). A notice sent by facsimile transmission or e-mail will be recognized and shall be deemed received on the Business Day on which such notice was transmitted if received before 5 p.m. Pacific prevailing time (and if received after 5 p.m., on the next Business Day) and a notice by overnight mail or courier shall be deemed to have been received on the next Business Day after such Notice is sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in which case any such notice shall be deemed received on the day sent. A Party may change its addresses by providing notice of same in accordance with this provision. All Notices, requests, invoices, statements or payments for this Facility must reference this Agreements identification number.

Notices shall be provided as indicated in Appendix F.

ARTICLE ELEVEN. FORCE MAJEURE

1.41. No Default for Force Majeure. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement when and to the extent failure of performance is caused by Force Majeure.

1.42. Requirements Applicable to Claiming Party. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the “Claiming Party”) shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

1.42.1. The Claiming Party, on or before the fourteenth (14 th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

1.42.2. The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

1.43. Limitations. The suspension of the Claiming Party’s performance due to Force Majeure may n ot be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its

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Rancho Cucamonga City CouncilJanuary 19, 2022

Rancho Cucamonga City Council
January 19, 2022