Agenda packet — Rancho Cucamonga City Council, June 5, 2024 (part 6 of 7)

Ver. 20.0 RECORDS RETENTION SCHEDULE: FINANCE Page FIN-10 Office of
Record Retention No. Records Description Retention / Disposition Inactive
Comments / Reference
Image: Destroy
Active
(in office)
Total Media I=Import Paper after(OFR) (Records
Center)
Vital?Retention Options M=Mfr
S=Scan
Imaged &
QC'd?
If the record is not listed here, refer to the Retention for City-Wide Standards Retentions begin when the act is completed, and imply a full file folder (e.g. last document + 2 years), since destruction is normally performed by file folder.

HOLDS: Litigation, complaints, claims, public records act requests, audits and/or investigations suspend normal retention periods (retention resumes after settlement or completion).

Finance /
Treasury
Manage.

Investment Reports & Backup /
Treasury Reports
Department Preference; GC
§§34090, 60201FIN-038 2 years 3 years 5 years Mag, Ppr
Mag, Ppr
Department Preference; Meets
auditing standards; Published
articles show disposal + 7 years
for security brokerage slips;
statewide guidelines propose
permanent; FTC Reg's rely on
"self-enforcement";
Investments / Arbitrage /
Certificate of Deposit / Investment
Bonds (Receipts / Advisor
Reports / Trade Tickets / LAIF
(Local Agency Investment Fund))
Finance /
Treasury
Manage.

Yes: Until
PaidFIN-039 5 years 5 years
GC§§ 34090, 43900
RANCHO CUCAMONGA, CA ©1995-2017 Gladwell Governmental Services, Inc. (909) 337-3516 - all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 735 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-1
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

Active
(in office)
Total Media I=Import
Options M=Mfr
S=Scan
(OFR) (Records
Center)
Vital?Retention
If the record is not listed here, refer to the Retention for City-Wide Standards Retentions begin when the act is completed, and imply a full file folder (e.g. last document + 2 years), since destruction is normally performed by file folder.

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

FIRE ADMINISTRATION
Shred Upon
Separation
or Transfer
Shred Upon
Separation
or Transfer
Human
Resources
Career File: Equipment
Assignments (Turnouts, etc.)
Mag,
Ppr
City / District Preference (copies);
GC § 60200FR-001
FR-002
FR-003
Copies -
When No
Longer
Required
Copies -
When No
Longer
Copies -
When No
Longer
Required
Copies -
When No
Longer
Billings - Fire Alarm Permits, Fire
Inspections, Fire Permits
Mag,
Ppr
Finance keeps originals; GC §
§60201 60201Finance
Fire District Board Agendas, Audio
or Video Recordings, Minutes,
Resolutions, Notices
Mag,
Ppr
City Clerk keeps originals; GC §
§60201 60201City Clerk
Required Required
Mag,
Mfr,
OD, Ppr
Yes:

After QC
& OD
Fire /
Admin.

Department Preference (rated
every 10 years); GC §60201FR-004
FR-005
ISO Insurance Ratings 15 years 15 years S
When No
Longer
Required
Copies -
When No
Longer
When No
Longer
Required
Copies -
When No
Longer
Considered a preliminary draft /
copy (the Fire database is the
original); GC §60201 et seq.

Fire /
Admin.

Monthly Statistical Reports / Run
Statistics
Mag,
Ppr
Originals Maintained by City Clerk
or County Clerk of the Board
Permanently; GC §60201.7
Mutual Aid Agreements, Joint
Power Authorities
Mag,
PprCity Clerk FR-006
Required Required
Programs and Projects (e.g.

Explorer, CPR Program, Fire
Service Day, etc.)
Fire /
Admin.

Minimum 2
years
Minimum 2
years
Mag,
Ppr
Department Preference; GC §
60201 et seq.FR-007
FR-008Fire /
Admin.

Requests for Fire Incident Reports
and Fire Investigation Reports
Mag,
Ppr2 years 2 years GC §60201
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 736 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-2
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Fire /
Admin.

Mag,
PprFR-009
FR-010
FR-011
Ride-A-Long Waivers 2 years 2 years GC §60201
Department preference; Statewide
guidelines propose superseded +
2 or 5 years; GC §60201
Fire /
Admin.

Standard Operating Procedures /
Policy & Procedure Manual
Superseded
+ 2 years
Superseded
+ 2 years
Mag,
Ppr
Fire /
Admin.

Subpoenas (Personal Appearance
- Fire Personnel)
Mag,
Ppr2 years 2 years GC §60201
Data is interrelated; Meets
municipal government auditing
standards; May include Employee
Reimbursement; GC
Indefinite -
Minimum 7
years
Indefinite -
Minimum 7
years
Fire /
Admin.

Mag,
PprFR-012 Telestaff Database Yes
§60201(d)(12)
Department preference; Ethics
Training is 5 years; Statewide
guidelines propose 7 years; Calif.

Labor Division is required to keep
their OSHA records 7 years;
EEOC/FLSA/ADEA (Age) requires
3 years for promotion, demotion,
transfer, selection, or discharge;
State Law requires 2 -3 years for
personnel actions; 8 CCR §3203
et seq., 29 CFR 1627.3(b)(1), LC
§6429(c); GC §§12946, 60201,
53235.2(b), 53237.2(b)
Training Course Records / EMS
Continuing Education Training Indefinite -
Minimum 5
years
Indefinite -
Minimum 5
years
Mag,
Mfr,
OD, Ppr
Yes:

When
Inactive
Fire /
Admin. FR-013 S
(Attendance Rosters, Outlines and
Materials)
Indefinite -
Minimum 5
years
Indefinite -
Minimum 5
years
Fire /
Admin.

Training Database / Log (Target
Solutions / Vector Solutions)
Mag,
Ppr
Data is interrelated; GC §60201 et
seq.FR-014
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 737 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-3
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Underground Storage Tanks - ALL
- City or Privately owned)
Location, Soil Remediation,
Monitoring Well Records
Department Preference (requiredMag,
Mfr,
OD, Ppr
Yes:

After 1
year
Fire /
Admin.
for the life of the tank); 23 CCR
2712(b), H&S §25284.2(i); GC
§60201 et. seq.

FR-015 10 years P P S / I
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 738 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-4
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

COMMUNITY AFFAIRS
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire /
Community
Affairs
Mag,
Ppr
Department Preference; GC
§60201FR-016
FR-017
Community Outreach
Fire /
Community
Affairs
Public Information / Education
(when produced internally)
Mag,
Ppr
Department Preference; GC
§60201
Consistent with employee
personnel files (Courts treat
volunteers as employees);
EEOC/FLSA/ADEA (Age) requires
3 years for promotion, demotion,
transfer, selection, or discharge;
29 CFR 1602.31 & 1627.3(b)(1), 8
CCR §3204(d)(1) et seq., GC
§§12946, 12960, 60201
Volunteer Applications &
Agreements - UnsuccessfulLead Dept. FR-018 3 years 3 years Ppr RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 739 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-5
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Courts treat volunteers as
employees; EEOC/FLSA/ADEA
(Age) requires 3 years forVolunteer Applications &
Agreements (includes emergency
contact information) - Successful
Applicants
Inactive /
Separation
+ 3 years
Inactive /
Separation
+ 3 years
Mag,
Mfr,
OD, Ppr
promotion, demotion, transfer,
selection, or discharge; State Law
requires 2 -3 years; 29 CFR
1602.31 & 1627.3(b)(1), 8 CCR
§3204(d)(1) et seq., GC §§12946,
12960, 60201; 29 USC 1113
Yes: 1
yearLead Dept. FR-019
FR-020
FR-021
S
Fire /
Community
Affairs
Volunteer Historical Lists /
Extractions from Volunteer
Database
Minimum 10
years
Minimum 10
years
Mag,
Ppr
Department Preference; GC
§60201

COMMUNITY RISK
Not Less
Than 180
days from
the date of
completion
of the
Life of the
Structure or Structure or
Activity, or
Minimum 5 Minimum 5
years, years,
Whichever Whichever
Life of theFire Construction Documents
(Submittals, Approved Plans,
Drawings, Applications, Alternate
Means & Methods, and Similar
Documents Necessary for
Fire /
Community
Risk
Activity, or Mag,
Mfr,
OD, Ppr
Yes:

After QC
& OD
CFC §105.4 et seq. , 104.6 et
seq.; H&S §19850S / I
Ongoing Fire Code Compliance permitted
work is Longer is Longer
Life of the
Structure or
Activity, or
Minimum 5
years,
Life of the
Structure or
Activity, or
Minimum 5
years,
Fire Inspections - Business
Inspection Files / Occupancy
Inspections (Approvals,
Fire / Fire
Marshal &
Fire
Mag,
Mfr,
OD, Ppr
Yes: Required for the Life of the
FR-022 S / I After QC Structure or Activity, or Minimum 5 & OD years CFC §§ 104.6 – 104.6.4Inspections, Fires, Modification /Prevention Alternative Methods or Materials) Whichever Whichever is Longeris Longer
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 740 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-6
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire / Fire
Marshal &
Fire
Yes:

Before
Event
Mag,
Mfr,
OD, Ppr
Yes:

After QC
& OD
Fire Inspections - Citations /
Notice of Violations
Department Preference; GC §
60201 et seq.FR-023 S / I
S / I
Prevention
Approved Fire Suppression, Fire
Sprinkler, Fire Alarm, Private Fire
Underground, and High-Piled
Combustible Storage Plans.

Fire /
Community
Risk
Mag,
Mfr,
OD, Ppr
Yes: Department preference (Building
FR-024
FR-025
FR-026
P P After QC keeps original); CFC 104.6 et
& OD seq.; GC §§60200, H&S §19850
Fire /
Community
Risk
Mag,
Ppr
Department Preference; GC
§60201 et seq.Juvenile Fire Setter Program 15 years 15 years Copies -
When No
Longer
Copies -
When No
Longer
Mag,
Ppr
Building keeps originals; GC
§§34090.7, 60201Building New Construction Plan Review
Required
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Required
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire /
Community
Risk
Public Information / Education
(when produced internally)
Mag,
Ppr
Department Preference; GC
§60201FR-027
FR-028
Fire /
Community
Risk
Weed Abatement / Vegetation
Abatement / Brush Clearance
Mag,
Ppr
Department Preference; GC
§60201
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 741 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-7
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

EMERGENCY MANAGEMENT
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire /
Emergency
Manage.

Community & Business
Emergency Response Training
Mag,
Ppr
Department Preference; GC
§60201FR-029
Does NOT record regular and
ongoing operations; For
recordings that are evidence, see
Fire Investigations (FR-042 or FR-
043); GC §§60201, 53160
Drone (Unmanned Aerial Vehicle)
Recordings that are NOT evidence
/ Does NOT record regular and
ongoing operations
Fire /
Emergency
Manage.

When No
Longer
Required
When No
Longer
Required
FR-029.5 Mag
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire /
Emergency
Manage.

Emergency Management
Programs (Ready RC, Mitigation,
Preparedness, etc.)
Mag,
Ppr
Department Preference; GC
§60201FR-030
FR-031
FR-032
Emergency Response & Recovery
/ FEMA / OES Reimbursement
Claims / Strike Team
Fire /
Emergency
Manage.

Mag,
Mfr,
OD, Ppr
Department Preference; GC
§6020110 years 10 years Yes (all)
Yes (all)
S/I
S/I
No
No
Reimbursements
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire /
Emergency
Manage.

Mag,
Mfr,
OD, Ppr
EOC Activations, After Incident
Reports
Department Preference; GC
§60201

EMERGENCY RESPONSE / EMERGENCY MEDICAL SERVICES
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 742 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-8
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Department Preference -
Controlled Substance Logs,
Inventories / Medic Monthly
Inventory Logs
Controlled substances are
required for 2 years after inventory
or transaction; 21 CFR §1304.04,
1310.04
Mag,
PprFire / EMS FR-033 3 years 3 years Yes
Data is interrelated; Minors until 1
year after age 18, but not less
than 7 years; 10 years (see
Patient Care Reports) GC §60201
Statute of Limitations for health
providers is 3 years; CCP §340.5,
GC §60201 et seq.

Indefinite -
Minimum 20
years
Indefinite -
Minimum 20
years
Emergency Medical PCR
DatabaseFire / EMS
Fire / EMS
Fire / EMS
FR-034
FR-035
FR-036
Yes Mag
EMS Complaints / CQI Final Final
Disposition
+ 3 years
Mag,
Ppr(Continuous Quality Improvement) Disposition
/ Quality Assurance + 3 years
HIPAA Policies and Procedures
(Health Insurance Portability and
Accountability Act)
Mag,
Mfr,
OD, Ppr
Yes:Superseded
+ 6 years
Superseded
+ 6 years S
S
After 1 24 CFR 164.530(j)
year
Department preference;
Paramedic Continuing Education
is required for 4 years by DPH; 8Mag,
Mfr,
OD, Ppr
Yes:Paramedic Continuing Education
Rosters and Certificates
Separation
+ 4 years
Separation
+ 4 yearsFire / EMS FR-037 When CCR §3204(d)(1) et seq., 8 CCR Inactive §3203 et seq., 29 CFR
1627.3(b)(1), LC §6429(c); GC
§§12946, 12960, 60201
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 743 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-9
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Department Preference; adults
required for 7 years; minors until 1
year after age 18, but not less
than 7 years; 10 years is
recommended by AHIMA for
"healthcare providers"; Statute of
Limitations for health providers is
3 years; CCP §340.5, GC §60201;
H&S §§1797.98e 123145; 42 CFR
482.24(b); 9 CCR 9444, 22 CCR
70751(c) & 71551(c); 22 CCR
70751(c), 71551(c), 73543(a),
74731(a), 75055(a), 75343(a),
77143(a), W&I 14124.1; CMS
Pub. 100-4, Chapter 1, Section
110.3
Patient Care Reports / PCRs /
Paramedic Release Forms (EMS
transportation) / Consent Form
with Assignment of Benefits:

ADULTS (Includes e-PCR
Database / Electronic Patient Care
Report Database)
Mag,
Mfr,
OD, Ppr
Yes:

After 1
year
Fire / EMS FR-038 7 years 7 years S
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 744 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-10
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

JUVENILES (Includes e-PCR
Database / Electronic Patient Care
Report Database)
Age of
Majority,
Minimum 7
years,
whichever is
longer
Age of
Majority,
Minimum 7
years,
whichever is
longer
Mag,
Mfr,
OD, Ppr
Yes:

After 1
year
Fire / EMS FR-039 S

EMERGENCY RESPONSE / FIRE MARSHAL
Fire / Mag,
Mfr,
OD, Ppr
Yes: Department preference; CFC §§Emergency
Response /
Fire Marshal
Alarm Installation Waiver Forms:

Smoke and Carbon MonoxideFR-040
FR-041
P P S / I After QC 104.6 – 104.6.4; GC §60201 et
& OD seq.

Indefinite -
Life of the
Structure or
Activity, or
Minimum 5
years,
Indefinite -
Life of the
Structure or
Activity, or
Minimum 5
years,
Data is interrelated; California Fire
Code requires 5 years or Life of
the Structure or Activity for
Approvals, Inspections, Fires,
Modification / Alternative Methods
or Materials; CFC §§ 104.6 –
104.6.4; GC §34090
Fire /
Emergency
Response /
Fire Marshal
Mag,
PprFire Incident RMS Database Yes
Whichever
is Longer
Whichever
is Longer
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 745 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-11
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Fire / Mag,
Mfr,
OD, Ppr
Yes: Department preference (CapitalEmergency
Response /
Fire Marshal
Fire Investigations - Arson &
Capital Crimes OnlyFR-042
FR-043
FR-044
FR-045
FR-046
FR-047
P P S / I After QC Crimes have no statute of
& OD limitations); GC §60201 et seq.

When No
Longer
Required -
Minimum 5
years
When No
Longer
Required -
Minimum 5
years
Fire /
Emergency
Response /
Fire Marshal
Fire Investigations - OTHER Than
Arson & Capital Crimes
Mag,
Ppr
Department preference; GC
§60201 et seq.

Fire / Approved Fire Suppression , Fire
Sprinkler, Fire Alarm, Private Fire
Underground, and High-Piled
Combustible Storage Plans
Mag,
Mfr,
OD, Ppr
Yes: Department preference (BuildingEmergency
Response /
Fire Marshal

P P S / I
S / I
S / I
After QC keeps original); CFC 104.6 et
& OD seq.; GC §§60200, H&S §19850
Fire / Life of the
Structure or
Activity
Mag,
Mfr,
OD, Ppr
Yes:

After QC
& OD
Emergency
Response /
Fire Marshal
Fireflow Testing (CVWD does
testing)
Life of the
Structure
Department preference; GC
§60201
Fire / Department Preference (City has
"cradle to grave" liability); 40 CFR
262.40, 8 CCR 3204(d)(1)(A), 22
CCR 66262.40
Mag,
Mfr,
OD, Ppr
Yes:

After QC
& OD
Emergency
Response /
Fire Marshal
Hazardous Waste Manifests /
Certificates of Disposal 5 years P P
Fire / When No
Longer
Required
When No
Longer
Required
Emergency
Response /
Fire Marshal
Mag,
PprResponse Planning Preliminary drafts; GC §60201
RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 746 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-12
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Special Event Permits / Fire Code When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Fire / Permits / Operating Permits /
Explosives Permits / Fireworks
Permits / Burn Permits (assembly
permits, candle permits, tent
permits, open flame, etc.)
Yes:

Before
Event
Emergency
Response /
Fire Marshal
Mag,
Ppr
Department preference; GC
§60201 CFC §§ 104.6 – 104.6.4FR-048

STATION OPERATIONS / SUPPRESSION
Mag,
Ppr
Mag,
Mfr,
Lead Dept.

Fire / Ops
FR-049
FR-050
AQMD Permits (Generators, etc.)
Daily Evaluations / Rookie Tests
5 years 5 years 40 CFR 70.6; GC §60201
Yes:
2 years 2 years S When GC §60201
InactiveOD, Ppr
When No
Longer
Required -
Minimum 2
years
When No
Longer
Required -
Minimum 2
years
Daily Vehicle Inspections / Daily
Equipment Checks / Safety
Equipment Inspections
Fire / Ops FR-051 Ppr GC §60201
Fire Vehicle, Apparatus, &
Equipment History Files, Ladders,
etc.

Department Preference; If a motorDisposal of
Vehicle,
Apparatus,
or
Equipment
+ 2 years
Disposal of
Vehicle,
Apparatus,
or
Equipment
+ 2 years
carrier, required for 18 months
after vehicle is sold; CHP requires
life of vehicle; OSHA requires 1
year; 8 CCR § 3203(b)(1); 49 CFR
396.21(b)(1); 49 CFR 396.3(c);
CCP §337 et. Seq., GC §60201
Mag,
PprFire / Ops FR-052
FR-053
Certifications, Maintenance,
Registrations, Safety
Certifications, etc.

Generator Operation Logs &
Inspections - Fixed / Stationary
Generators
Mag,
PprLead Dept. 3 years 3 years AQMD Rule 1470; GC §60201 RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 747 ends

Ver 17.0 RECORDS RETENTION SCHEDULE - FIRE Page FR-13
Office of
Record
Records
Series # Records Description Retention / Disposition
Inactive
Comments / Reference
Destroy
Paper
after
Imaged
& QC'd
Image:

HOLDS: Litigation, claims, complaints, public records act requests, audits and/or investigations suspend normal retention periods (retention begins after settlement).

Generator Operation Logs &
Inspections - Portable /
Emergency Generators
AQMD Rule 1470; Form
400–E–13a instructions; GC
§60201
Mag,
PprLead Dept.

Fire / Ops
Fire / Ops
FR-054
FR-055
FR-056
5 years 5 years
Yes:

Before
Event
Yes:

Before
Event
When
Superseded
When
Superseded
Mag,
Ppr
Preliminary drafts; GC §60201 et
seq.Pre-plan Sheets
Station Log Books / Red Books /
Log Books
Minimum 2
years
Minimum 2
years
Mag,
Ppr
Department preference; GC
§60201 et seq.

RANCHO CUCAMONGA FIRE PROTECTION DIST. ©1995-2019 Gladwell Governmental Services, Inc (909) 337-3516 all rights reserved Do not duplicate or distribute without prior written permission Revision Adopted: 4/19/2023

Page 748 ends

DATE:June 5, 2024
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 Alberto Felix, Traffic Engineer
SUBJECT: Consideration of Second Reading and Adoption of the Following:

ORDINANCE NO. 1029

AN ORDINANCE OF THE CITY OF RANCHO CUCAMONGA,
CALIFORNIA, AMENDING SECTION 10.52.025 OF THE RANCHO

CUCAMONGA MUNICIPAL CODE TO ADD THE EAST AVENUE PAID

PARKING ZONE AND MAKING A FINDING OF EXEMPTION UNDER

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
RECOMMENDATION:

Staff recommends the City Council waive full reading and adopt Ordinance No. 1029.

BACKGROUND:

The introduction and first reading of the above-entitled Ordinance was conducted at the Regular Council meeting of May 15, 2024.

Votes at first reading: AYES: Kennedy, Hutchison, Scott, Stickler. ABESENT: Michael ANALYSIS:

Please refer to the May 15, 2024, City Council staff report.

FISCAL IMPACT:

Please refer to the May 15, 2024, City Council staff report.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

Please refer to the May 15, 2024, City Council staff report.

ATTACHMENTS:

Attachment 1 - Ordinance No. 1029

Page 749 ends

ATTACHMENT 1Ordinance No. 1029 – Page 1 of 3
4 6
6 7
ORDINANCE NO. 1029

AN ORDINANCE OF THE CITY OF RANCHO CUCAMONGA,
CALIFORNIA, AMENDING SECTION 10.52.025 OF THE

RANCHO CUCAMONGA MUNICIPAL CODE TO ADD THE EAST

AVENUE PAID PARKING ZONE AND MAKING A FINDING OF

EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
The City Council of the City of Rancho Cucamonga does ordain as follows:

SECTION 1. Section 10.52.025 (“Paid Parking Zones”) of Chapter 10.52 (“Stopping, Standing or Parking Restrictions”) of Title 10 (“Vehicles and Traffic”) of the Rancho Cucamonga Municipal Code is hereby amended to read as follows:
“10.52.025 Paid parking zones.

A. Paid parking zones are those streets and portions of streets in the city where persons parking vehicles shall be required to pay a specified rate during regulated hours. Upon designation of these zones, proper signs shall be erected giving notice thereof. Parking restrictions in a paid parking zone shall not go into effect until such signage is posted. Parking spaces in the zone may be designated with white lines painted on the street.

B. No person shall park in any paid parking zone without paying the required parking rate.

C. If the parking spaces in any paid parking zone have been delineated, no person shall park a single vehicle in more than one such parking space.

D. The Cucamonga Canyon Paid Parking Zone is located on both sides of Almond Street between Sapphire Street and a point located 150 feet west of Henry Street. The hours of enforcement are from 7:00 a.m. to 6:00 p.m. The parking rate schedule shall be as follows:

For these purposes, a resident is any person who resides in the city and who can provide valid proof of residency.

E. The Hermosa Foothill Paid Parking Zone is located on the east side of Hermosa Avenue between Foothill Boulevard and Norwick Street. The hours of enforcement are from 10:00 p.m. to 6:00 a.m. Parking permits authorizing parking during the hours of enforcement are available to residents and merchants located between Cambridge Avenue to the west, Norwick to the north, Off-peak schedule (October 1 through April 30)
Nonresidents Residents
Monday through Thursday $15.00/day $0.00/day
Friday through Sunday $20.00/day $0.00/day
Peak schedule (May 1 through September 30)
Nonresidents Residents
Monday through Thursday $20.00/day $0.00/day
Friday through Sunday $25.00/day $0.00/day

Page 750 ends

Ordinance No. 1029 – Page 2 of 3
4 6
6 7
Center Avenue to the east, and Devon Street to the south. The parking permit fee rate shall be as follows:

F. The East Avenue Paid Parking Zone is located on the west side of East Avenue between Foothill Boulevard and Marshall Court, and the north side of Foothill Boulevard, west of East Avenue. The hours of enforcement are from 10:00 p.m. to 6:00 a.m. Parking permits authorizing parking during the hours of enforcement are available to residents and merchants located between East Avenue on the east, Foothill Boulevard on the south, a line parallel with and 750 feet west of East Avenue on the west, and the westerly prolongation of Marshal Court. The parking permit fee rate shall be as follows:

G. The city manager or designee may adopt any measures he or she deems necessary or convenient to enforce any paid parking zone.

SECTION 2. The City Manager may annually update the East Avenue Paid Parking Zone parking permit fee based on annual percentage change in the all-urban Consumer Price Index for Riverside-San Bernardino-Ontario, CA (CPI). Any other changes to the fee may be accomplished by resolution of the City Council.

SECTION 3. The City Council herby directs City staff to provide notice of the East Avenue Paid Parking Zone to the property managers of the residential complexes along the west side of East Avenue between Foothill Boulevard and Marshall Court.

SECTION 4. The City Council hereby finds that adoption of this Ordinance does not constitute a “project” within the meaning of CEQA Guidelines Section 15060(c)(2) because there is no potential that the regulations of vehicle parking imposed under this Ordinance will result in a direct or reasonably foreseeable indirect physical change in the environment. Even if the Ordinance comprises a project under CEQA, it falls within the “common sense” CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” This is because the Ordinance does not itself result in any development or increase or decrease in the number of parking spaces within the City.

SECTION 5. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court or any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

The City Council hereby declares that it would passed this Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without Parking Permit Fee Per Parking Space
Monday through Sunday $290.00/year
Parking Permit Fee Per Parking Space
Monday through Sunday $290.00/year

Page 751 ends

Ordinance No. 1029 – Page 3 of 3
4 6
6 7
regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.

SECTION 6. 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 5th day of June 2024 _____________________________________
L. Dennis Michael, Mayor
ATTEST:__
____________________________
Janice C. Reynolds, Clerk
I, JANICE C. REYNOLDS, City Clerk of the City of Rancho Cucamonga, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Rancho Cucamonga held on the 15th day of May 2024, and was finally passed at a regular meeting of the City Council of the City of Rancho Cucamonga held on the 5th day of June 2024, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAINED: COUNCILMEMBERS:

Page 752 ends

DATE:June 5, 2024
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: John R. Gillison, City Manager
Elisa Cox, Assistant City Manager
SUBJECT: Consideration of a Fourth Amendment to the Disposition and Development Agreement Between the City of Rancho Cucamonga, San Bernardino County Transportation Authority(SBCTA) and DesertXpress Enterprises, LLC, dba Brightline West (BLW) for a Portion of Property Located at the Northwest Corner of Milliken Avenue and Azusa Court, Including Revised Site Plan, Grant Deed, and Easements Across Portions of Right-Of-Way on 8th Street, Milliken Avenue, and the Cucamonga Station Property, for the Development of a High Speed Rail Station and Track at the Cucamonga Station in Rancho Cucamonga; and Conditions, Covenants, Restrictions, and Easements Between the City, SBCTA, and BLW Applicable to Each Entity’s Property Interests; An Environmental Assessment for the High Speed Rail Project, Including the Rancho Cucamonga Station, was Prepared by the Federal Railroad Administration. (CITY)
RECOMMENDATION:

Staff recommends that the City Council approve the Fourth Amendment to the Disposition and Development Agreement between the City of Rancho Cucamonga (City), San Bernardino County Transportation Agency (SBCTA) and DesertExpress Enterprises, LLC, dba Brightline West (BLW) for a portion of property located at the northwest corner of Milliken Avenue and Azusa Court, including Revised Site Plan, Grant Deed, and Easements Across Portions of Right-Of-Way on 8th Street, Milliken Avenue, and the Cucamonga Station Property, for the Development of a High Speed Rail Station and Track at Cucamonga Station in Rancho Cucamonga’s Have-Arrow- Rochester Transit District (HART); and Conditions, Covenants, Restrictions, and Easements Between the City, SBCTA, and BLW Applicable to Each Entity’s Property Interests.

Authorize the City Manager to make minor, technical modifications to the Disposition and Development Agreement, Conditions, Covenants, Restrictions, and Easements, and other easements referenced above.

BACKGROUND:

Brightline Florida
The City of Rancho Cucamonga has been working with Brightline West and the San Bernardino County Transportation Authority (SBCTA) since 2020 to bring high-speed rail from Las Vegas, Nevada to Rancho Cucamonga, California. Recently, on April 22, 2024, the project officially broke ground in Las Vegas. This first-in-the-nation 218-mile high-speed rail line (over 186 mph) will begin/end in Las Vegas Nevada near the west end of the City, parallel the 15-freeway corridor,

Page 753 ends

Page 2 ends

2 9
1 3
with stops in Apple Valley and Hesperia before reaching its other beginning/end at Cucamonga Station in the HART District of Rancho Cucamonga. The Cucamonga Station is expected to be approximately 80,000 square feet with over 5,000 parking spaces for Brightline and additional parking for Metrolink. Brightline West, which currently operates a private higher speed (but not “high-speed”) commuter rail system in Florida, obtained all necessary approvals from the States of Nevada and California to locate in the freeway right-of-way, as well as the Federal Government (Federal Railroad Administration) for the appropriate National Environmental Protection Act (NEPA) review and approval.

Brightline Florida is an existing rail line featuring frequent, comfortable, modern trains that travel at higher speeds (80-125 mph). The service began in 2018 as the first privately held intercity passenger railroad in the United States in nearly 40 years. The service has proven extremely well utilized and Brightline has grown the line since its opening. They now feature “smart stations” with premium accommodations in Orlando, West Palm Beach, Boca Raton, Fort Lauderdale, Aventura, and Miami. The line is expected to serve over 4 million long distance annual passengers in 2025 along with estimated revenues over $100 million. Ridership continues to grow exponentially year over year.

Brightline is owned by Florida East Coast Industries, which in turn is owned by Fortress Investment Group. Fortress Investment Group is an investment management firm based in New York City. It was founded in 1998 as a private equity firm by Wes Edens, Rob Kayfmann and Randal Nardone. In 2007 when it launched on the New York Stock Exchange it was the largest publicly traded private equity firm. As of June 30, 2020, the firm managed $45.5 billion in private equity, liquid hedge funds and credit funds. Fortress owns Florida East Coast Industries heavy freight, Brightline Florida and Brightline West, Penn National Gaming a casino and horse racing operator and many others.

Brightline West is a subsidiary of Florida East Coast Industries, formed for the purpose of completing a high-speed rail line linking Las Vegas and Rancho Cucamonga. BLW anticipates building the Las Vegas to Rancho Cucamonga in one phase, although an additional connection to the State High Speed Rail in Palmdale is a likely future phase of the project. The beginning/end of the line will be at the two main stations in Rancho Cucamonga and Las Vegas. At Cucamonga Station in the HART District, Brightline will offer a seamless transfer to existing Metrolink regional service which services destinations from downtown Redlands to downtown Los Angeles and up to downtown Ventura. If approved by SBCTA, Cucamonga Station will also include an underground electric vehicle passenger tunnel to Ontario Airport to create seamless multi-modal connectivity. A secondary main station in Apple Valley will accommodate high-desert riders and additionally will be where a future State High Speed Rail connection would tie in. The Hesperia station, located in the median of the I-15 and Joshua Street interchange, will be a weekday commuter station designed to serve area residents who commute from the Valley to the High Desert, and vice-versa, for their weekday employment. Finally, BLW will also build a 200,000 square foot maintenance facility on 238 acres in Sloan, Nevada which will serve as the base for daily maintenance of the system and staging of trains.

Brightline’s Approach to High-Speed Rail Construction
A common challenge to building new rail lines is land acquisition, which can be expensive, slow, and controversial. Brightline, much like Metrolink, has circumvented this problem by building new infrastructure within existing transportation corridors. In Florida, Brightline upgraded the existing Florida East Coast Railway mainline for use as a shared rail corridor. In other Florida locations, agreements were reached to use the existing right-of-way of the Beachline Expressway. The latter is similar in concept to Brightline West’s proposed use of the 15-freeway corridor from Las Vegas

Page 754 ends

Page 3 ends

2 9
1 3
to Rancho Cucamonga. Use of these existing corridors allows Brightline to avoid purchasing thousands of individual parcels and keeps the project relatively more reasonable in price.

Brightline's success is built at least in part on its cooperative relationship with Florida East Coast Railway, their host freight railroad. The two companies coordinate passenger and freight operations so trains run on time. This helps ensure Brightline's reliable frequency – a key selling point for travelers. Brightline West by contrast will have the entire 15 freeway rail line to itself, so no external coordination is necessary. This exclusive use will enable Brightline West to capitalize on reliability and frequency which as noted above, are key for travelers. It also will allow BLW to reach speeds of up to 200 mph, thereby reducing travel time for its riders.

Florida East Coast Industries, Brightline’s parent company in Florida, also owns and develops real estate near the new stations to capitalize on concentrated travel activity. This revenue channel helps strengthen the company's long-term viability and appeal to investors, who are the financial foundation of the enterprise. Florida East Coast Industries real estate investment in downtown Miami alone is estimated to be worth over $500 million. Brightline’s parent companies are engaged or expected to engage in extensive real estate development around the Las Vegas and Apple Valley Stations. Wes Edens one of the co-owners of Fortress Investment (parent of Brightline West) announced that on the eastern end of the Brightline West high speed commuter rail line, at Las Vegas Boulevard and Warm Springs Road, Brightline controls a 110-acre site to use for development of a 80,000-square-foot terminal, parking, one or more hotels and a casino, potentially a new indoor MLS soccer stadium for the team which Mr. Edens co-owns, and additional shopping and residential units. Similarly, BLW owns 300 acres around the Apple Valley station, southeast of Dale Evans Parkway and the I-15 interchange, which will include a 20,000 square foot station, parking, maintenance facility and possible future commercial development.

At the present time, the City is not aware of BLW or FECI ownership of any Rancho Cucamonga development opportunities, although such investment would most definitely be welcomed.

Brightline is also adept at public-private partnerships. In Florida they have primarily funded the network expansion through private activity bond allocations. Private Activity bonds (PAB’s) are bonds issued by or on behalf of a government for the purpose of providing special financial benefits for qualified projects. The financing is generally for private user projects, and if specific criteria are met, the bonds may be tax exempt. For Brightline in Florida, the private activity bonds were tax exempt and were issued through the Florida Development Finance Corporation which helped attract billions of dollars in private capital, helping make Brightline more competitive with publicly financed transportation systems like highways and airports. Similarly, Brightline West is using a combination of public and private funds for the $12 billion Rancho Cucamonga to Las Vegas line. Both the States of Nevada and California have issued private activity bonds; BLW has already obtained a combination of $3 billion in grants and $3.5 billion in PABs from the Federal Government including funds for station development. All together the public funding is approximately 60% of the total project cost with private equity funding and bank loans comprising the remainder.

ANALYSIS:

Project Description
Brightline West proposes to construct a 218-mile rail line connecting Las Vegas, Nevada to Rancho Cucamonga, California along the 15-freeway corridor. Expected top speed of the zero- emission all electric train sets is between 186 mph and 200 mph and the entire trip should take between 2 hours. In Las Vegas the train station will be adjacent to The Strip and Interstate 15.

In Rancho Cucamonga, the train station, located in the HART District, will be collocated with the existing Cucamonga station for Metrolink (Los Angeles to San Bernardino) and with a transfer

Page 755 ends

Page 4 ends

2 9
1 3
allow access to anywhere along the Metrolink line, including all the way to downtown Redlands or Los Angeles, as well as direct access to Ontario International Airport through the SBCTA tunnel, or through the West Valley Connector to Victoria Gardens. There will be intermediary stops in both Apple Valley and Hesperia. Along with the train line, Brightline West will construct all stations including related parking facilities and terminal amenities.

BLW’s project is expected to generate more than $10 billion in economic impact, with over 35,000 construction jobs and 1,000 permanent jobs. Brightline will partner with educational institutions in CA and NV to create pre-apprenticeship programs which provide career pathways for people, particularly underrepresented populations. The trains are fully electric with overhead catenary lines that use most of the power from emissions free sources and are built by Siemens here in the United States. Those same trains will remove over 400,000 tons of CO2 per year, and reduce vehicle miles traveled by over 700,000,000 per year. At the same time, Brightline together with Caltrans and the California Department of Fish and Wildlife will design and construct three wildlife crossings over the 15 freeway while improving more than 600 existing culverts and large scale under-crossings of the I-15 corridor. The BLW line will be among the safest in the United States with zero at-grade crossings, extensive safeguards to prevent trespassing in the I-15 median, use of the European Train Control System which has an impeccable international high speed rail safety record, and grade separated crossovers for first responders and maintenance workers.

Presently, approximately 50 million one-way trips are made annually between these two destinations with 85% of them by car or bus. Those trips can take anywhere from 4 – 6 hours depending upon traffic conditions. At full operations, Brightline West expects to attract approximately 22% of the market or up to 11 million one-way trips each year. Rancho Cucamonga expects to see approximately 4-6 million passengers thru its station when the line opens in 2027- 28 and up to 10-11 million by the time ridership stabilizes in years 7-9. This will provide a significant reduction in GHG to both California and Nevada and improve the transportation experience for both freight and passengers who continue using the 15 freeway, thus benefitting SBCTA. The higher-amenity train experience residents and tourists have come to expect (and love) in South Florida will be offered along this route as well, including but not limited to free onboard Wi-Fi, fully ADA accessibility from station to train, a wide selection of food and beverage, checked luggage and hotel check-in services.

Sale of Station Property under the Disposition and Development Agreement (“DDA”) To facilitate the project noted above, in October of 2022 the City and SBCTA approved a Disposition and Development Agreement (DDA) with Brightline West for a portion of the Cucamonga Station property to be developed as a High-Speed Railroad Station and related track which would be the origin/terminus of a high-speed rail system with Las Vegas. Specifically, the DDA involves a site located at Cucamonga Station in the HART District is a portion of the existing Cucamonga Station parking lot jointly owned by the City and SBCTA, located on the easterly side of the Cucamonga Station, together with a small area of San Gabriel Subdivision right of way owned by SBCTA. In addition, the DDA’s approval also approved additional easement rights some of which are owned by the City of Rancho Cucamonga within the slope portions of the Milliken Avenue right of way as well as 8 th Street to the east of the station area. By way of background, key points of the original DDA are:
•Under the DDA, the City and SBCTA will sell a +5 acre portion of the eastern half of the Station Property to Brightline for their station and parking structure (plus additional easements) . The sale price will reflect fair market value as determined by an appraisal conducted between three and six months prior to the closing date, ensuring that the City and SBCTA receive the benefit of any increase in property values prior to the closing

Page 756 ends

Page 5 ends

2 9
1 3
date. The City, SBCTA and BLW are currently working with the appraiser who first appraised the property in 2022 to update that appraisal. The revenue generated by the sale will be distributed evenly between the City and SBCTA and is expected to be used by SBCTA to improve the parking and train station on site and by the City of Rancho Cucamonga for economic development purposes to defray the local public safety and infrastructure impacts of the overall project. Brightline is responsible for all closing costs. •Brightline cannot close on the property until it has provided the City a project construction budget, evidence of sufficient financing sources, and a construction contract, among other conditions. The purpose of these conditions is to verify that Brightline has the necessary resources to timely construct the high-speed rail station before the City and SBCTA sell the property to Brightline. Closing must occur before December 31, 2025 and is now anticipated to happen before September 2024.
•As a condition of the sale, Brightline will be required to construct and operate a high-speed rail station, including a parking structure, on the property. Brightline must comply with a schedule of performance to ensure that the proposed station is built in a timely manner. The schedule of performance requires Brightline to: (1) commence construction no later than three years after closing; (2) complete the station within seven years after closing; and (3) commence operation of the high-speed rail line within 18 months after completion of the station. If Brightline does not comply with these milestones (subject to force majeure delays), the City and SBCTA will have a “reversionary” right to re-acquire the property from Brightline.
•The City and SBCTA will retain ownership of an approximately 66,340 square foot (1.5 acre), eight-foot high, area on the ground floor of the high-speed rail station parking structure for an additional +194 spaces dedicated to Metrolink customer parking in addition to the existing +325 spaces that will remain in the western Metrolink lot plus the reconfigured +105 spaces that will remain on the east side of the existing bus loop. •Until Brightline begins construction, the site will continue to be used for Metrolink customer parking.
•The DDA includes a site plan along with detailed property descriptions. •The DDA reserves an easement beneath the southwest corner of the high-speed rail station property to allow for SBCTA’s future tunnel project to the Ontario International Airport. It is anticipated that once the plans and specifications for the tunnel project are finalized, the tunnel ingress/egress will be constructed in the Metrolink west parking area.

While the tunnel project is a project fully under the control of SBCTA, the City is and anticipates cooperating with SBCTA on the relevant details to bring the project to fruition. •Inspector of Record Process – as noted previously, due to the jurisdiction of the federal Surface Transportation Board, local permitting including building permits, are preempted by the Interstate Commerce Commission Termination Act. The City engaged in dialogue with Brightline about voluntary permits, however, Brightline was concerned about timeliness and precedent and no agreement was reached. All parties agreed, however, that there was a shared interest in safe construction and operation of the project. Based on that shared interest, Exhibit H to the DDA outlines an Inspector of Record Process. The Project will conform to the substantive provisions of the City’s technical codes and grading standards. Both parties will mutually agree on several qualified firms who can provide plan check and inspection services. The selected firm by Brightline will be the Inspector of Record and will be required to provide biweekly stamped/approved reports to the City and SBCTA. City inspectors are allowed to enter the property and inspect construction.

Final determination of any concerns will reside with the Inspector of Record. The exception is that Rancho Cucamonga Fire retains the right to review and approve plans and conduct inspections in accordance with all project improvements related to safety.

Page 757 ends

Page 6 ends

2 9
1 3
This section has been updated from the original DDA to provide that the City and SBCTA have approval rights with respect to modification, alteration, construction, or reconstruction of facilities under the current or future ownership or exclusive operation of the City and/or SBCTA. Both parties have agreed upon an expedited review process to meet the schedule, at the developers cost.

Conveyance of Other Real Property Interests under the DDA In addition to the Station Property, the City and/or SBCTA will convey the following real property interests to Brightline for its high-speed rail system:
•The City will convey an easement along 8 th Street between the Station Property eastward to approximately Rochester Avenue for elevated rail tracks (the “8 th Street Easement”). The City Engineer will review the location of the tracks supporting columns to ensure they do not interfere with public improvements and traffic safety. This document has been updated from the original DDA.
•The City will convey an easement over a portion of the Station Property’s parking lot adjacent to Milliken Avenue for Brightline’s parking structure ramp and driveway (the “Milliken Easement”). This easement is setback 20 feet from Milliken to preserve space for a future widening of the street. A driveway will connect Milliken to the high-speed rail station. This document has been updated from the original DDA. •The City and SBCTA will convey an easement across the northwestern portion of the Station Property to Brightline for elevated rail tracks (the “Aerial Easement”). The Aerial Easement will be for aerial platform improvements supported by columns, over property owned jointly by the City and SBCTA. This easement area is approximately 0.74 acres generally with a sixteen (16) foot clearance between the ground and the aerial easement area. The Aerial Easement provides Brightline with non-exclusive access rights across the property jointly owned by SBCTA and the City to get to the Aerial Easement area and defers to future right of entry agreements any need for rights above and beyond access for use of the underlying City/SBCTA property for performing maintenance or repairs to the aerial platform. Performance provisions under the Aerial Easement have been modeled after the main DDA in terms of time. This document has been updated from the original DDA.
•SBCTA will convey a fee interest in a strip of land (San Gabriel Subdivision or SGS) to Brightline on the northern portion of the Station Property. Terms of this conveyance are the same as the DDA’s conveyance of the jointly owned property noted above.

The original DDA has been amended three times since its approval in October 2022. The three amendments extended Brightline’s due diligence period. The proposed fourth amendment would do the following:
•Update the station site plan to incorporate revised circulation and parking arrangements.
•Amend the legal descriptions for the Station Property and the easements to reflect the revised station site plan.
•Amend the inspector of record process to provide a process for the City’s independent review and approval of public improvements.

All the real property interests noted above will still be sold to Brightline at their appraised fair market value, and the appraisal process is currently underway.

Page 758 ends

Page 7 ends

2 9
1 3
Covenants, Conditions and Restrictions (CC&R’s)
The DDA required the preparation of CC&R’s that would be part of the final property transaction before closing. The CC&Rs will define the relationship between the City, SBCTA, and Brightline with respect to their adjacent property interests. That document has now been completed and is attached to this report for approval. The CC&R’s:
•Define specific terminology for clarity
•Provide that the property shall only be operated for transit and transit related purposes •Set forth provisions governing maintenance, security, and the responsibilities of Brightline and the City and SBCTA.
•Provide for access easements that benefit the public for access to and from parking and existing Cucamonga Station platform improvements that will remain in service for Metrolink.
•Provide for temporary construction easements during the initial construction including parking for the construction workers
•Address future improvements on site and parking requirements. •Address elevator access
•Indemnification and insurance requirements among the three parties. •Require Brightline to complete right of way improvements to Azusa Court, Anaheim Place, Milliken Avenue, and the related intersections, including the installation of a traffic signal at Azusa Court and Milliken Avenue.
•Provide for Public Art at Cucamonga Station in an amount up to $1.5M •Detailed legal descriptions have been included for the CC&R’s and the DDA.

Compensation
On March 2, 2022, the San Bernardino County Transportation Authority (SBCTA) Board of Directors approved Lease Agreement 22-1002723, leasing a portion of the SGS to DesertXpress Enterprises, LLC (DXE) for their Brightline West High Speed Rail Project (Project). The rent under the terms of the original agreement is $1 per year for the initial 50-year term and the 49-year optional term to extend. The $1 per year consideration was supplemented by an obligation requiring DXE to enter into a supplemental agreement for the provision of local rail service between a station to be constructed in the high desert region and the Cucamonga Station. The weekday operation of local rail service during the morning and afternoon hours connecting Rancho Cucamonga and the high desert is expected to provide congestion relief on the I-15 corridor through the Cajon Pass which would otherwise be cost prohibitive for SBCTA to achieve through other means. In addition, SBCTA is updating their agreement with Brightline West to Fair Market Value rent based on a current appraisal which is then updated every 3 years to be adjusted by the change in Consumer Price Index for San Bernardino County.

Slightly differently positioned in terms of revenue and expenses than SBCTA, The City of Rancho Cucamonga is retaining, as noted previously, its share of the proceeds of the Station Property sale. The City intends to develop land in the HART District to provide additional revenue to offset the anticipated and forecast public safety and infrastructure impacts of the high-speed rail project.

One potential option is a full service/luxury hotel and restaurant in the HART District. Additionally, the City intends to ensure that needed infrastructure improvements for new development are provided for using all legally available methods. Finally, although non-residential restaurant and retail uses in The Resort project to date are nearly non-existent, the City anticipates working even closer with Lewis Development going forward to ensure that The Resort North and South are developed with the full scope of anticipated non-residential restaurant and retail acreage envisioned in the specific plan. Further, beyond the boundaries of The Resort, but within the

Page 759 ends

Page 8 ends

2 9
1 3
larger HART District, the City is keenly focused on a 21st Century mixed use housing, employment and retail district which generates substantially more revenue than expenses and provides a focal center for southern Rancho Cucamonga.

Environmental Review
The Federal Railroad Administration (“FRA”) completed an environmental review pursuant to the National Environmental Policy Act (“NEPA”) for the segment of Brightline’s high-speed rail system between Victor Valley and Rancho Cucamonga, including the proposed Rancho Cucamonga station. Brightline’s project is not subject to further review under the California Environmental Quality Act (“CEQA”) because of the Interstate Commerce Commission Termination Act (“ICCTA”). To expedite railroad construction, the ICCTA preempts certain state environmental laws, including CEQA, when applied to railroad projects. The federal Surface Transportation Board (STB) is an independent federal agency that is charged with the economic regulation of various modes of surface transportation, primarily freight rail. The STB has determined that Brightline’s high-speed rail system is one such project that is not subject to CEQA. Even if the project were subject to CEQA, it would qualify for a statutory exemption applicable to passenger and commuter services on rail or highway rights-of-way. (Public Resources Code Section 21080(b)(10)). Accordingly, no further environmental review is necessary once the FRA concludes its NEPA process, which is expected to wrap up in the fourth quarter of 2022.

Surplus Land Act
On August 10, 2022, the California Department of Housing and Community Development determined that the City’s and SBCTA’s sale of the Station Property to Brightline is not subject to the Surplus Land Act because the sale of the property is necessary for interstate public transportation services. The proposed revisions to the property description under the amended DDA is minor and within the scope of the approval previously provided by HCD.

General Plan Consistency
On July 27, 2022, the Planning Commission adopted Resolution 22-23 finding that the proposed disposition of the Station Property is consistent with the City’s General Plan, known as PlanRC.

PlanRC identifies the Station Property as the planned location of the high-speed rail station to develop the area into a regional transportation hub. The proposed revisions to the property description under the amended DDA is minor and does not change the Planning Commission’s prior finding.

FISCAL IMPACT:

The City anticipates the impacts of the Brightline West project will be largely dependent on overall ridership. Brightline’s modeling of economic impacts is based on an optimistic assessment of ridership although their experience in Florida, admittedly skewed by COVID, does not necessarily bear out the most optimistic assessments. Similarly, SBCTA’s estimates of parking impacts are based on a worst-case assessment of ridership and assume nearly all freeway users will continue to drive to Cucamonga Station, which would seem to indicate very low Brightline ridership.

By contrast, the City’s fiscal impact modeling is not so black or white. Ridership and use of the Station could result in impacts from $250,000 per year to $1,000,000 depending on many variables and assumptions. Impacts are expected to include additional wear and tear on infrastructure due to new vehicular traffic at Cucamonga Station, potential for decreased parking revenue from Metrolink users and substantial increased law enforcement demands resulting from Cucamonga Station passengers utilizing high speed rail. Eventually, Brightline’s ridership could increase such that it causes Milliken Avenue to exceed its design criteria for maximum vehicular use necessitating widening. The City and SBCTA are working on a joint study to examine Milliken

Page 760 ends

Page 9 ends

2 9
1 3
Avenue and determine that tipping point and how it could be addressed; additionally, as noted previously the City is pursuing economic development activities throughout the HART District including hotel uses, restaurants, retail, new office, additional for-lease and for-sale housing and even shared offsite parking as needed. Ultimately the HART District is envisioned as a vital and unique community, like Playa Vista, that provides a destination for visitors to Western San Bernardino County. That larger scope, if developed carefully, should meet, and exceed the revenue needs generated by the impacts from use of high-speed rail.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

Through the construction of a unique west coast multi-modal transit facility that links commuter rail with high-speed rail with the Ontario International Airport thereby reducing GHG and congestion while improving the transit experience, this project aligns with and helps advance City Council goals to “intentionally anticipate and embrace the future”, “relentlessly pursue improvement” and “promote a safe and healthy community for all.” High speed electric zero emission rail, while in use in Europe and Asia for many years, is new to the United States and will be a cutting-edge project that reduces traffic congestion and GHG emissions. The construction of a multi-modal transit facility that combines true high-speed rail (over 125 mph) and provides a 1-stop link to an existing regional commuter rail system (Metrolink) which goes from downtown Los Angeles to San Bernardino and Redlands, a bus rapid transit system (West Valley Connector) which is under construction, the Ontario Airport (SBCTA underground tunnel) and an adjacent walkable mixed use community (The Resort) will be unique in the United States and is a quantum improvement in mass transit connectivity for the City of Rancho Cucamonga and San Bernardino County. This new system will improve transit connectivity in a safe, efficient, and cost-effective manner while improving the environmental quality of the area. This project will form the cornerstone of the HART District for Rancho Cucamonga.

ATTACHMENTS:

Attachment 1 - 4th Amendment to the Development and Disposition Agreement including all Easements and Exhibits.

Attachment 2 - Covenants, Conditions and Restrictions for Rancho Cucamonga Station.

Page 761 ends

FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT

THIS FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (this "Amendment") is entered into as of _________, 2024 by and among CITY OF RANCHO CUCAMONGA, a California municipal corporation ("City"), SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY, a public entity ("SBCTA"; City and SBCTA, collectively, "Seller"), and DESERTXPRESS ENTERPRISES, LLC, a Nevada limited liability company d/b/a Brightline West ("Developer").

R E C I T A L S
A. Developer and Seller are parties to that certain Disposition and Development Agreement dated as of October 5, 2022 (the "Original Agreement"), as amended by that certain First Amendment to Disposition and Development Agreement dated as of February 2, 2023 (the "First Amendment"), that certain Second Amendment to Disposition and Development Agreement dated as of March 6, 2023 (the "Second Amendment"), and that certain Third Amendment to Disposition and Development Agreement dated as of March 30, 2023 (the "Third Amendment", and together with the Original Agreement, First Amendment, Second Amendment, Third Amendment and this Amendment, collectively the "DDA"), pursuant to which Developer agreed to develop a train station and related infrastructure located in Rancho Cucamonga, California (the "Property"), as more particularly described in the DDA.

B. All capitalized terms used but not defined herein shall have the meanings ascribed such terms in the DDA.

C. The parties desire to amend the DDA upon the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Developer agree as follows:

A G R E E M E N T

1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein by reference.

2. City/SBCTA Property Description. Exhibit "A-3" through Exhibit "A-7", inclusive, attached to the DDA are hereby deleted and replaced in their entirety with the new Exhibit "A-3" through Exhibit "A-7", inclusive, attached hereto, which revised Exhibits are hereby incorporated into the DDA.

3. Site Plan. The Site Plan attached as Exhibit "C" to the DDA is hereby deleted and replaced in its entirety with the new Site Plan attached hereto as Exhibit "C", which revised Site Plan is hereby incorporated into the DDA.

ATTACHMENT 1
4885-9088-6533.10
378683.00002/

Page 762 ends

4. Grant Deed. The Grant Deed attached as Exhibit "D" to the DDA is hereby deleted and replaced in its entirety with the new Grant Deed attached hereto as Exhibit "D", which revised Grant Deed is hereby incorporated into the DDA.

5. 8th Street Easement. The Easement for High-Speed Rail Overpass (8 th Street) attached as Exhibit "E" to the DDA is hereby deleted and replaced in its entirety with the new Easement for High-Speed Rail Overpass (8th Street) attached hereto as Exhibit "E", which revised Easement for High-Speed Rail Overpass (8th Street) is hereby incorporated into the DDA.

6. Easement for Aerial Platform. The Easement for Aerial Platform attached as Exhibit "F" to the DDA is hereby deleted and replaced in its entirety with the new Aerial Platform Easement attached hereto as Exhibit "F", which revised Aerial Platform Easement is hereby incorporated into the DDA.

7. Milliken Triangle Easement. The Milliken Triangle Easement attached as Exhibit "G" to the DDA is hereby deleted and replaced in its entirety with the new Milliken Triangle Easement attached hereto Exhibit "G", which revised Milliken Triangle Easement is hereby incorporated into the DDA.

8. Inspector of Record Process. Sections 2.3, 2.4 and 2.5 are hereby added to the Inspector of Record Process in Exhibit H as follows:

2.3 Public Owned Improvements. With respect only to the modification, alteration, construction, or reconstruction of facilities under the current or future ownership or the exclusive operation of City and/or SBCTA ("Public Improvements"), including tunnels, ramps, public streets, curbs, gutters, sidewalks, traffic signals, storm drains, parking lots, street lights, and landscaping, the City or SBCTA, as applicable ("Approving Agency"), shall have approval rights with respect to the design and/or construction drawings relating thereto (each a "Submittal"). The Approving Agency shall complete its review and take action on any Submittal that is (i) consistent with the codes described in Section 1 above; (ii) consistent with other standards, specifications, and requirements applicable to the subject Public Improvement and adopted by the Approving Agency and effective at the time the Submittal is received by the Approving Agency; and (iii) generally consistent with the Site Plan within twenty (20) days of its receipt of such Submittal. The foregoing shall not prohibit the imposition of state or federal required standards, such as applicable updated accessibility standards. The City agrees to have a scoping meeting within sixty (60) days of the date of this Amendment and additional meetings with Developer during the design process to discuss applicable standards and to ensure Developer has a copy of the current and future pending standards, specifications, and requirements. Developer agrees to commence construction within one (1) year of the issuance of the associated building permit, unless extended by the City. Approving Agency staff shall transmit its comments in the form of a comment matrix and annotated plans (as appropriate) to Developer. If the Approving Agency has not completed its review within such time, Developer may provide the Approving Agency notice to cure. The Approving Agency shall have ten (10) days to cure by completing its review after receipt of the Developer notice. If the Approving Agency has not completed its review and taken action by the ninth (9th) day, Developer and Approving Agency shall meet on the tenth (10th) day to discuss any open issues with the result of such meeting being an approval or a conditional approval upon incorporation of comments. If, 4885-9088-6533.10
378683.00002/ -2-

Page 763 ends

in the sole discretion of the Approving Agency, Developer or its contractor has submitted a Submittal or series of Submittals that cannot reasonably be completed within twenty (20) days due to the Submittal's volume, complexity or other condition beyond the reasonable control of the Approving Agency, the Approving Agency shall provide notice within seven (7) days of receipt of a Submittal to Developer of its inability to complete its review to Developer. The Approving Agency and Developer shall thereafter mutually agree on a new deadline for the Approving Agency to complete its review of any or all pending Submittals, provided that in no event shall the review period exceed sixty (60) calendar days. The Approving Agency shall inspect any Public Improvements within three (3) business days of Developer's request. If the Approving Agency fails to timely inspect, Developer may provide a second notice to the Approving Agency. If the Approving Agency fails to inspect any Public Improvements within two (2) business days following such second notice, then the Inspector of Record shall inspect such Public Improvements and provide the Approving Agency with the results and documentation from such inspection. The Approving Agency shall accept or reject such Public Improvements following the inspection thereof. The rejection notice must include sufficient details regarding the rejection to provide for a path for subsequent approval and acceptance. For the avoidance of doubt, this Section 2.3 shall apply only to Public Improvements, including right-of-way improvements, as applicable, but not to any otherwise private improvements, such as the Developer station or track and rail facilities.

2.4 City Review and Inspection of Public Improvements. With respect to the review of a Submittal with respect to Public Improvements, Developer agrees to pay for a third party reviewer if necessary to meet the deadlines noted in Section 2.3 above. With respect to the inspection of Public Improvements, to the extent desired by the City, Developer agrees to use and pay for a City Public Works employee in lieu of a third-party Inspector of Record so long as the City agrees to expedite such inspection work consistent with the expedited Inspector of Record Process. For the avoidance of doubt, the timing for review, approval, and inspection set forth in Section 2.3 above also applies to such public right-of-way work.

2.5. Failure to Timely Approve; Work Stoppage. Subject to the last sentence of this Section 2.5, if the Approving Agency fails to meet the established deadlines above and additionally fails to respond to the notice to cure established above, then Developer may direct its contractor to perform the work, on a conditional basis pending the Approving Agency's compliance. Neither Party shall arbitrarily or capriciously withhold or delay any action or approval required under this Agreement or necessary to complete the Project. In no event shall work be stopped in the event of a claim or dispute, except for reasons of public health or safety, or where the Inspector of Record orders a halt to the work or where it is absolutely necessary to first resolve the dispute in order to be able to continue work.

9. Developer Address. Developer's notice address in Section 8.1 of the DDA is hereby updated as follows:

DesertXpress Enterprises, LLC
8329 W. Sunset Road, Suite 150
Las Vegas, NV 89113
Attn: President
4885-9088-6533.10
378683.00002/ -3-

Page 764 ends

With a copy to Developer's Legal Department
At the Developer address above

10. Full Force and Effect. This Amendment, together with the DDA, as previously amended, constitutes the entire agreement between Seller and Developer regarding the matters set forth herein or therein, and supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements or understandings. Except as otherwise specifically provided herein, the DDA shall remain unmodified and shall continue in full force and effect.

11. Counterparts; Execution by Electronic Means. This Amendment may be signed by the parties in two or more counterparts which, including the execution and transmission via electronic means, when taken together, shall constitute one and the same instrument and shall have the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.
[SIGNATURES ON FOLLOWING PAGE]
4885-9088-6533.10
378683.00002/ -4-

Page 765 ends

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

SELLER: DEVELOPER:

DESERTXPRESS ENTERPRISES, LLC,
a Nevada limited liability companyCITY OF RANCHO CUCAMONGA, a California municipal corporation
By: By:

Name:

Title:

Name:

Title:

APPROVED AS TO LEGAL FORM:

SAN BERNARDINO COUNTY

TRANSPORTATION AUTHORITY,
a public entity
By:

Name:

Title:

APPROVED AS TO LEGAL FORM:
4885-9088-6533.10
378683.00002/ -5-

Page 766 ends

EXHIBITS "A-3" – A-7

CITY/SBCTA PROPERTY
[See Attached]
EXHIBITS "A-3" – A-74885-9088-6533.10
378683.00002/ -1-

Page 767 ends

EXHIBIT ‘A-3’
Legal Description of the City/ SBCTA Property
APN: 0209-272-11, 0209-272-22, & 0209-143-21
That portion of Parcel 15 of Parcel Map No. 14647 in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive of Parcel Maps, in the Office of the County Recorder of said County, together with a portion of the SANBAG (formerly A.T. & S.F.) Railroad Right-of-Way, as shown on said Parcel Map, filed in the Office of said County Recorder, within Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, together with a portion of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County, described as follows:

Parcel “A”
Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of said Rancho Cucamonga Metrolink Station Phase I;
Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet to the Point of Beginning;
Thence South 00°00’00” West 568.51 feet to the southeasterly line of Parcel 15 per said Parcel Map;
Thence along said southeasterly line South 46°46’47” West 23.71 feet to the southerly line of said Parcel 15;
Thence along said southerly line South 89°36’24” West 269.11 feet to the beginning of a tangent curve, concave northwesterly, having a radius of 117.00 feet; Preliminary Page 1 of 3
05/13/2024 5:58:57 PM

Page 768 ends

Thence northwesterly, along said curve, being the southwesterly line of said Parcel 15, through a central angle of 29°43’39” an arc length of 60.70 feet; Thence leaving said southerly line North 00°10’37” West 569.98 feet to said northerly line of the Rancho Cucamonga Metrolink Station Phase I; Thence along said northerly line North 89°43’55 East 346.26 feet to the Point of Beginning;
Excepting therefrom that portion of the land described below as Parcel “B”.

Parcel contains 115,115 square feet, more or less.

AND
Parcel “B”
Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of said Rancho Cucamonga Metrolink Station Phase I;
Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet; Thence leaving said easterly prolongation line and northerly line South 00°00’00” West 220.19 feet;
Thence South 90°00’00” West 10.47 feet to the Point of Beginning; Thence South 90°00’00” West 248.00 feet;
Thence South 00°00’00” East 348.75 feet;
Thence North 90°00’00” East 248.00 feet;
Thence North 00°00’00” East 348.75 feet to the Point of Beginning.

Preliminary

Page 2 of 3 ends

05/13/2024 2:16:24 PM

Page 769 ends

Parcel contains 86,490 square feet, more or less.

Excepting from Parcel B that eight-foot-high portion of the real property depicted on Exhibits A-7 attached hereto.

See Exhibits ‘A-3’, ‘A-4’, ‘A-5’, ‘A-6’, and ‘A-7’ attached hereto and made a part hereof.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary

Page 3 of 305 ends

Page 770 ends

Preliminary
05/13/2024 2:16:29 PM

Page 771 ends

Preliminary
05/13/2024 2:16:37 PM

Page 772 ends

Preliminary
05/13/2024 2:16:47 PM

Page 773 ends

Preliminary
05/13/2024 2:16:52 PM

Page 774 ends

EXHIBIT "C"

SITE PLAN
[See attached]
EXHIBIT "C"
-1-
4885-9088-6533.10
378683.00002

Page 775 ends

Rancho Cucamonga Station
Site Plan

RELOCATION OF METROLINK

TUNNEL ACCESS

METROLINK RAMP ACCESS FROM
METROLINK PLATFORM TO P3 LEVEL
AT-062
2 59

METROLINK PLATFORMS
11 26
.5 3
1 METROLINK PARKING

ACCESS RAMP
G
N
V
1125.7
G
N
V
1101.4
AT-06
2 26
0 1126.3 1125.2
G
N
VP
1125.7
11 24
.3
3 P

P P P P
P
1125.6 1125.6 U B
1101.7 1125.5
P S
T
AI

R SP P P P P
P P
P
A
M
P P
DE
NS
ET
RE
E S
1125.7 1126.3 1126.2P
1128. 1125.9 1125.5
1126.9 1126.3 1126.21125.6 1127.11127.71126.2 1127.5
METROLINK SURFACE PARKING 1127.71127.2
D
E
N
S
E
ES
1127.1 1128.9
B
G
N
V

T RE B RS T
R
E
E
S
G
N
V

BU S N V GV R UH N V
G
N
V
P P
DE
NS
ET
RE
E S
P RM
1124.7
G
N
V
'0" DE
NS
ET
RE
E S
TARS
P
PP

BRIGHTLINE STATION
G
N
V
S
T
AI
R S
S
T
AI
R S G
N
V G
N
VG
N
V
1122.2 1123.7
A
S P
H
G
N
V
1107.420.6
G
N
VN
1107.6

ELEVATED VIADUCT CARRY

TRAIN LINES AND PLATFORM
D
E
N
S
ET
R
E
E
S
ASH
B
R
U
S
H
G
N
V
1120.6
ASH
1127.7
G
N
V
G
N
V

PICK-UP & DROP-OFF LOOP
GV O N
D
E
N
S
E
AP
T
R
E
E
S
11R=
1 101.4

P C P C
G
N
V
P C

8.7 P C
0 1 0 2 G N
0 0 3
GV
0 1 0 4 D
E
N
S
E
G
N
V
1111.6
0 1 0 5
T
R
E
E
SFod R=10
i
SERVICE ACCESS1122.4
C
O N
CDN S
TES
1117.61122.4 ESETRE G
N
V

7.4 G
N
V
N
AP H
1114.5
1122.2 1117.5
A
S P
H 1116.4
D
E
N
S
ET
R
E
E
S
A
T
-06
2 2
6 1 G
N
V
11 116.5G
N
V
11 16
.4 7
5 G
N
V
G
N
V
METROLINK GATE ACCESS FOR USE ONLY1115.7

DURING ELEVATOR REPAIR OR MAINTENANCEEXTENSION OF AZUSA COURT AS PART OF THE RESORT NORTH PROJECT. (NOT PART OF THE

BRIGHTLINE WEST FUNDED IMPROVEMENTS)
G
N
V
1115.6
A SH
G
N
V
1115.5 1115.5
A
S P
H G
N
V
SH
P
1115.3
G
N
V B
R
U
S
H 11
B
R
U
S
H
20’ OFFSET TO ALLOW FOR

MILLIKEN AVE WIDENING
1114.8
P
G
N
V G
N
V
P

2.7 1115.4G
N
V
1113.6 1115.5
D
E
N
S
E
G
N
V
TRES

EXISTING BUS LOOP
1113.7
G
N
V
G
N
V
1114.6 11 1114.4
G
N
V

METROLINK PARKING IN THE GARAGE
BUH
1113.9
C
O N
C
A
S P
H
G
N
V
N V
G
N
V
G
N
VG
N
V A
T -
2 3
0 6
11 12
.1 0
5 METROLINK SURFACE PARKING
B
R
U
S
H
1110.8 1111.5
A
S P
H
1112.71110.5 1113.5
G
N
V
G
N
V
G
N
V
1112.5 D
E
N
S
EG
N
V
B
R
U
S
H
T
R
E
E
S
B
R
U
S
H
G
N
V
1108.2 1107.2 1108.5
G
N
V

SIGNALIZED INTERSECTION
B
R
U
S
H
1109.7

PARKING ACCESS LANES & RAMPS

METROLINK PARKING TOTAL STALL
COUNT - 650 SPACES
BRIGHTLINE WEST RANCHO CUCAMONGA/ 02/16/2024

Page 776 ends

Rancho Cucamonga Station
P2 Plan

RELOCATION OF METROLINK

TUNNEL ACCESS

METROLINK RAMP ACCESS FROM
METROLINK PLATFORM TO P3 LEVEL
AT-062
2 59
11 26
.5 3
1 BRIGHTLINE STATION G
N
V
1125.7
G
N
V
1101.4
AT-06
2 26
0 1126.3 1125.2
G
N
VP
1125.7
11 24
.3
3 P

P P P P
P
1125.6 1125.6 1101.7 1125.5
P
U B
S
T
AI

R SP P P P P
P P
P
R
A M
P
P P
DE
NS
ET
RE
E S
1125.7 1126.3 1126.2P
1128.4 1128.3 1125.9 1125.5
1126.9 1126.3 1126.21125.6 1127.11127.71126.2 1127.5
1127.71127.2
D
E
N
S
E
D
E
N
S
E
1127.1 1128.9 1128.5
U B
G
N
V
T
R
E
E
S
B
R
U
S
H
T
R
E
E
S
1103.6
G
N
V
B
R
U
S
H
G
N
V
G
N
V
B
R
U
S
H
G
N
V
G
N
V
P P
DE
NS
ET
RE
E S
P RM
1103.5
1124.7
G
N
V
5'-
0"
DE
NS
ET
RE
E S P
TARS
P
P
1127.9
P
1124.5 1123.5
1122.8
G
N
V
S
T
AI
R S
S
T
AI
R S G
N
V
1122.6 1122.5 1122.4
G
N
VG
N
V
1122.2 1123.7
A
S P
H
G
N
V
1107.420.6
G
N
VG
N
V
1107.61122.4D
E
N
S
ET
R
E
E
S
1121.1 1120.6 1120.5
A
S P
H
B
R
U
S
H
1120.7
G
N
V
1120.6
ASH
1127.7
G
N
V
G
N
VG
N
V
C
O N
C
D
E
N
S
E
1119.5
A
S P
H 1118.7
T
R
E
E
S 1120.4
1119.3
11R=
1 101.4
1118.7

P C P C
G
N
V
P C

8.7 P C
0 1 0 2 G
N
V
0 1 0 3
G
N
V 0 1 0 4 D
E
N
S
E
G
N
V
1111.6
0 1 0 5
1117.5 Foo s d t e
T
R
E
E
S
1118.4 1117.5
R=10
1118.4
Tras
h
Wa
Optio
nal
Recy
cling
1122.4 1118.6 1117.7
C
O N
CD
E
N
S
ET
R
E
E
S
1117.61122.4 1117.3 1117.4
DE
NS
ET
RE
E S
G
N
V
1117.4
G
N
V
N
A
S P
H
1114.5
1122.2 1117.5
A
S P
H 1116.4
D
E
N
S
E
1116.5 T
R
E
E
S
A
T
-06
2 2
6 1 G
N
V
1115.7
116.5G
N
V
11 16
.4 7
5 G
N
V
G
N
V
1115.3
1115.7
G
N
V
111 14.5 ASH
1115.6

METROLINK PARKING

ACCESS RAMP
G
N
V
1115.5 1115.5
A
S P
H G
N
V
A
S P
H
P
1115.3
G
N
V B
R
U
S
H 1113.3 11
B
R
U
S
H
G
N
V
1114.8
P G
N
V

BRIGHTLINE WEST

PARKING GARAGE
P
1112.7 1115.4G
N
V
1113.6
D
E
N
S
E
1115.5G
N
V
TRES
1113.7
G
N
V
G
N
V
1114.6 11 1114.4
G
N
V
B
R
U
S
H
1113.9
C
O N
C
A
S P
H
G
N
V
N V
G
N
V
G
N
VG
N
V A
T -
2 3
0 6
11 12
.1 0
5 B
R
U
S
H A
S P
H
1110.8 1111.5 1112.71110.5 1113.5
G
N
V
G
N
V
G
N
V
1112.5 D
E
N
S
EG
N
V
B
R
U
S
H
T
R
E
E
S
B
R
U
S
H
G
N
V
1108.2 1107.2 1108.5
G
N
V
B
R
U
S
H
1109.7
BRIGHTLINE WEST RANCHO CUCAMONGA/ 02/16/2024

Page 777 ends

Rancho Cucamonga Station
P3 Parking Plan

RELOCATION OF METROLINK

TUNNEL ACCESS

METROLINK RAMP ACCESS FROM
METROLINK PLATFORM TO P3 LEVEL
AT-062
2 59
11 26
.5 3
1 BRIGHTLINE STATION G
N
V
1125.7
G
N
V
1101.4
AT-06
2 26
0 1126.3 1125.2
G
N
VP
1125.7
11 24
.3
3 P

P P P P
P
1125.6 1125.6 1101.7 1125.5
P
U B
S
T
AI

R SP P P P P
P P
P
R
A M
P
P P
DE
NS
ET
RE
E S
1125.7 1126.3 1126.2P
1128.4 1128.3 1125.9 1125.5
1126.9 1126.3 1126.21125.6 1127.11127.71126.2 1127.5
1127.71127.2
D
E
N
S
E
D
E
N
S
E
1127.1 1128.9 1128.5
U B
G
N
V
T
R
E
E
S
B
R
U
S
H
T
R
E
E
S
1103.6
G
N
V
B
R
U
S
H
G
N
V
G
N
V
B
R
U
S
H
G
N
V18'- 8"
"
G
N
V
P P
DE
NS
ET
RE
E S
P RM
1103.5
1124.7
G
N
V
5'-
0"
DE
NS
ET
RE
E S P
TARS
P - P
1127.9
P
1124.5 1123.5
1122.8
G
N
V
S
T
AI
R S
1 A 4 G '
L
S
T
AI
R S G
N
V
1122.6 1122.5 1122.4
G
N
VG
N
V
1122.2 1123.7
A
S P
H
G
N
V
1107.4 BRIDGE CONNECTIONS
AT LEVELS P3 & P8

20.6 G
N
VG
N
V
1107.61122.4D
E
N
S
ET
R
E
E
S
1121.1 1120.6 1120.5
A
S P
H
B
R
U
S
H
1120.7
G
N
V
1120.6
ASH
1127.7
G
N
V
G
N
VG
N
V
C
O N
C
D
E
N
S
E
1119.5
A
S P
H 1118.7
T
R
E
E
S 1120.4
1119.3
11R=
1 101.4
1118.7

P C P C
G
N
V
P C

METROLINK PARKING

ACCESS RAMP
G
N
V
1115.5 1115.5
A
S P
H G
N
V
A
S P
H
P
1115.3
G
N
V B
R
U
S
H 1113.3 11
B
R
U
S
H
G
N
V
1114.8
P G
N
V

BRIGHTLINE WEST

Page 778 ends

Rancho Cucamonga Station
Typical Parking Plan

RELOCATION OF METROLINK

TUNNEL ACCESS

METROLINK RAMP ACCESS FROM
METROLINK PLATFORM TO P3 LEVEL
AT-062
2 59
11 26
.5 3
1 BRIGHTLINE STATION G
N
V
1125.7
G
N
V 1101.4
AT-062
2 60
1126.3 1125.2
G
N
VP
1125.7
11 24
.3
3 P

P P P P
P
1125.6 1125.6 1101.7 1125.5
P
U B
S
T
AI

R SP P P P P
P P
P
R
A M
P
P P
DE
NS
ET
RE
E S
1125.7 1126.3 1126.2P
1128.4 1128.3 1125.9 1125.5
1126.9 1126.3 1126.21125.6 1127.11127.71126.2 1127.5
1127.71127.2
D
E
N
S
E
D
E
N
S
E
1127.1 1128.9 1128.5
U B
G
N
V
T
R
E
E
S
B
R
U
S
H
T
R
E
E
S
1103.6
G
N
V
B
R
U
S
H
G
N
V
G
N
V
B
R
U
S
H
G
N
V18'- 8"
"
G
N
V
P P
DE
NS
ET
RE
E S
P RM P
1103.5
1124.7
G
N
V
5'-
0"
DE
NS
ET
RE
E S P
TAIS
P - P
1127.9
P
1124.5 1123.5
1122.8
G
N
V
S
T
AI
R S
1 A 4 G '
L
S
T
AI
R S G
N
V
1122.6 1122.5 1122.4
G
N
V
G
N
V
1122.2 1123.7
A
S P
H
G
N
V
1107.4 BRIDGE CONNECTIONS
AT LEVELS P3 & P8

20.6 G
N
VG
N
V
1107.61122.4D
E
N
S
ET
R
E
E
S
1121.1 1120.6 1120.5
A
S P
H
B
R
U
S
H
1120.7
G
N
V
1120.6
AP
1127.7
G
N
V
G
N
VG
N
V
C
O N
C
D
E
N
S
E
1119.5
A
S P
H 1118.7
T
R
E
E
S 1120.4
1119.3
11R=
1 101.4
1118.7

P C P C
G
N
V

8.7 P C
0 1 0 2 G
N
V
0 1 0 3
G
N
V 0 1 0 4 D
E
N
S
E
G
N
V
1111.6
0 1 0 5
1117.5 Foo s d t e
T
R
E
E
S
1118.4 1117.5
R=10
1118.4
Tras
h
Wa
Optio
nal
Recy
cling
1122.4 1118.6 1117.7
C
O N
CD
E
N
S
ET
R
E
E
S
1117.61122.4 1117.3 1117.4
DE
NS
ET
RE
E S
G
N
V
1117.4
G
N
V
GV
A
S P
H
1114.5
1122.2 1117.5
A
S P
H 1116.4
D
E
N
S
E
1116.5 T
R
E
E
S
A
T
-0
6 22
6 1 G
N
V
1115.7
116.5G
N
V
11 16
.4 7
5 G
N
V
G
N
V
1115.3
1115.7
G
N
V
111 14.5 A
S P
H
1115.6

METROLINK PARKING

ACCESS RAMP
G
N
V
1115.5 1115.5
A
S P
H GV
A
S P
H
P
1115.3
G
N
V B
R
U
S
H 1113.3 11
B
R
U
S
H
G
N
V
1114.8
P G
N
V

BRIGHTLINE WEST

PARKING GARAGE
P
1112.7 1115.4G
N
V
1113.6
D
E
N
S
E
1115.5G
N
V
TE E
1113.7
G
N
V
G
N
V
1114.6 11 1114.4
G
N
V
B
R
U
S
H
1113.9
C
O N
C
A
S P
H
G
N
V
GV
G
N
V
G
N
VG
N
V A
T -
2 3
0 6
11 12
.1 0
5 B
R
U
S
H A
S P
H
1110.8 1111.5 1112.71110.5 1113.5
G
N
V
G
N
V
G
N
V
1112.5 D
E
N
S
EG
N
V
B
R
U
S
H
B
R
U
S
H
T
R
E
E
S
G
N
V
1108.2 1107.2 1108.5
G
N
V
B
R
U
S
H
1109.7
BRIGHTLINE WEST RANCHO CUCAMONGA/ 02/16/2024

Page 779 ends

EXHIBIT "D"

GRANT DEED
[See attached]
EXHIBIT "D"
-1-
4885-9088-6533.10
378683.00002

Page 780 ends

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO,
AND MAIL TAX STATEMENTS TO:

DesertXpress Enterprises, LLC
8329 W. Sunset Road, Suite 150
Las Vegas, NV 89113
APN(s): Portion of 0209-143-21
and 0209-272-22
(Space above for Recorder’s Use)
Exempt From Recording Fee Per Government Code Section 27383 The undersigned grantor declares:

Documentary transfer tax is: $
(X)
( )
computed on full value of property conveyed, or
computed on full value, less value of liens and encumbrances remaining at time of sale.

GRANT DEED
The undersigned grantor(s) declare(s):

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF RANCHO CUCAMONGA (“City”) and the SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY (“SBCTA”), collectively the “Grantor”, hereby GRANT to DESERTXPRESS ENTERPRISES, LLC, a Nevada limited liability company (“Grantee”) the land described on Exhibit “A-1”, Exhibit “B-1” and Exhibit “C-1” and depicted on Exhibit “A-2”, Exhibit “B-2” and Exhibit “C-2” and any improvements thereon (the “Property”) EXCEPTING THEREFROM in fee a portion of the Property described on Exhibit “C-1” and depicted on Exhibit “C-3” attached hereto (“Reserved Property”).

EXCEPTING THEREFROM AND RESERVING UNTO GRANTOR a non-exclusive access easement appurtenant over that portion of the Property described on Exhibit “D-1” and depicted on Exhibit “D-2” and Exhibit “D-3” attached hereto in favor of the Reserved Property for access to and from Azusa Court for a driveway and mechanical, electrical or other miscellaneous conduit and equipment appurtenant to the operation of the Reserved Property for parking purposes.

EXCEPTING THEREFROM AND RESERVING UNTO GRANTOR a non-exclusive utility easement appurtenant over that portion of the Property described on Exhibit “D-1” and depicted on Exhibit D-2” and Exhibit “D-4” attached hereto in favor of the Reserved Property for utilities to and from Azusa Court to service the Reserved Property. Following the installation of the utilities per plans approved by both Grantor and Grantee during the initial construction of the 4862-5387-9124.10
378683.00002//mrf

Page 781 ends

improvements on the Property by Grantee, the foregoing utility easement shall be replaced with a utility easement within (1) the driveway easement area described on Exhibit “D-1” and depicted on Exhibit “D-2” and Exhibit “D-3” and (2) a utility easement five (5) feet (or such larger area, as necessary) on each side adjacent to each such installed utility between Azusa Court and the Reserved Property that provides utility service to the Reserved Property. For the avoidance of doubt, if Grantor desires to modify or add utilities in the future, Grantee shall have reasonable review and approval rights with respect to any such modification or addition.

EXCEPTING THEREFROM AND RESERVING UNTO GRANTOR a non-exclusive access easement over that portion of the Property shown and depicted on Exhibit “E” attached hereto, in favor of the adjacent transit center property to the west owned by the City and SBCTA described and depicted on Exhibit “F” attached hereto, for access to and from the north Metrolink platform via an underground tunnel.

EXCEPTING THEREFROM AND RESERVING UNTO SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY (“SBCTA”) an exclusive easement for the construction, maintenance, repair, operation and use of one or more tunnels, including appurtenant facilities necessary or convenient thereto, in and through that portion of the Property described and depicted on Exhibit “G” (“Tunnel Easement Area”) attached hereto and subject to the terms and provisions of Schedule 1 attached hereto (“Tunnel Easement”).

SUBJECT TO, all matters of record and all matters visible upon a diligent inspection.

1. This grant of the Property is subject to the terms of a Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of October 5, 2022 (as amended, the “DDA”), which includes an irrevocable parking license in favor of Grantor to the extent and for so long as the Property can be used for parking pending the required and contemplated development of the Property pursuant to the DDA.

2. As provided in, and subject to the provisions contained in, Section 5.2.2 of the DDA, the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, with all improvements thereon and to terminate and revest in Grantor the Property hereby conveyed to the Grantee (or its successors in interest).

3. Section 4.1 of the DDA contains specific and reasonable restrictions on transfer of the Property and on transfer of interests in Developer until completion of the Project, with certain specific exceptions. The Grantee covenants, for itself and its successors and assigns, to comply with such restrictions, which are hereby incorporated herein by reference.

4. Upon written request by Grantee, the City Manager of the City and the Executive Director of the SBCTA shall execute a “Certificate of Completion” in recordable form, cause it to be acknowledged and deliver it to Grantee for recording to confirm that such development has been timely completed in accordance with the DDA.

5. The covenants and restrictions in this Grant Deed shall bind, benefit and burden the Property, the Grantor and the Grantee and their respective successors, assigns and successors in interest to all or any portion of or interest in the Property. [Signatures on Following Page]
4862-5387-9124.10
378683.00002//mrf -2-

Page 782 ends

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.

Dated: ________________, 2024

CITY OF RANCHO CUCAMONGA
By:

Print Name:

Title:

ATTEST:
__________________________________________
City Clerk

SAN BERNARDINO COUNTY

TRANSPORTATION AUTHORITY
By:

Print Name:

Title:

ATTEST:
__________________________________________
4862-5387-9124.10
378683.00002//mrf -3-

Page 783 ends

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

State of California )
County of ______________________)
On _________________________, before me,
Notary Public, personally appeared
,
,
(insert name of notary)
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)
4862-5387-9124.10
378683.00002//mrf

Page 784 ends

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)
4862-5387-9124.10
378683.00002//mrf -N-

Page 785 ends

EXHIBIT A TO GRANT DEED

PROPERTY DESCRIPTION AND DEPICTION
[SEE ATTACHED]
EXHIBIT A4862-5387-9124.10
378683.00002//mrf

Page 786 ends

EXHIBIT ‘A-1’
Legal Description
APN: 0209-143-21
That portion of the SANBAG (formerly A.T. & S.F.) Railroad Right-of-Way, as shown on Parcel Map No. 14647, filed in Book 177, pages 90 through 96, inclusive of Parcel Maps, in the Office of the County Recorder of San Bernardino County, within Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, in the City of Rancho Cucamonga, County of San Bernardino, State of California, described as follows:

Commencing at the northeast corner of said Section 13;
Thence along the easterly line of said Section 13 South 00°29’50” East 50.00 feet to the easterly prolongation of the northerly line of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County;
Thence along said easterly prolongation South 89°43’55” West 30.00 feet to the northeasterly line of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55” West 12.83 feet to the Point of Beginning;
Thence continuing along said northerly line South 89°43’55” West 346.26 feet; Thence leaving said northerly line North 00°10’37” West 33.38 feet; Thence North 87°50’29” East 346.61 feet;
Thence South 00°00’00” East 44.81 feet to the Point of Beginning; Parcel contains 13,539 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibit ‘A-2’ attached hereto and made a part hereof.

Page 1 of 2 ends

Page 787 ends

7KLVUHDOSURSHUW\GHVFULSWLRQKDVEHHQSUHSDUHGE\
PHRUXQGHUP\GLUHFWLRQLQ
FRQIRUPDQFHZLWKWKH3URIHVVLRQDO/DQG6XUYH\RU¶V$F
W%XV3URI&RGH

6LJQDWXUHBBBBBBBBBBBBB
BBBBBBBBB

6HDQ
06PLWK3/6

'DWHB9B/B2B7B/B2B0B2B2BBBBBBBBBBB

3DJHRI

Page 788 ends

Page 789 ends

EXHIBIT B TO GRANT DEED

PROPERTY DESCRIPTION AND DEPICTION (CONTINUED)
[SEE ATTACHED]
EXHIBIT B4862-5387-9124.10
378683.00002//mrf

Page 790 ends

EXHIBIT ‘B-1’
Legal Description
APN: 0209-272-22
That portion of Parcel 15 of Parcel Map No. 14647, in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, together with a portion of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County, described as follows:

Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of said Rancho Cucamonga Metrolink Station Phase I;
Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet to the Point of Beginning;
Thence South 00°00’00” West 568.51 feet to the southeasterly line of Parcel 15 per said Parcel Map;
Thence along said southeasterly line South 46°46’47” West 23.71 feet to the southerly line of said Parcel 15;
Thence along said southerly line South 89°36’24” West 269.11 feet to the beginning of a tangent curve, concave northwesterly, having a radius of 117.00 feet; Thence northwesterly, along said curve, being the southwesterly line of said Parcel 15, through a central angle of 29°43’39” an arc length of 60.70 feet; Thence leaving said southerly line North 00°10’37” West 569.98 feet to said northerly line of the Rancho Cucamonga Metrolink Station Phase I; Preliminary Page 1 of 3
05/13/2024 6:09:59 PM

Page 791 ends

Thence along said northerly line North 89°43’55 East 346.26 feet to the Point of Beginning;
Parcel contains 115,115 square feet, more or less.

Excepting therefrom that portion of said Parcel 15 per said Parcel Map, described as follows:

Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of said Rancho Cucamonga Metrolink Station Phase I;
Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet; Thence leaving said easterly prolongation line and northerly line South 00°00’00” West 220.19 feet;
Thence South 90°00’00” West 10.47 feet to the Point of Beginning; Thence South 90°00’00” West 248.00 feet;
Thence South 00°00’00” East 348.75 feet;
Thence North 90°00’00” East 248.00 feet;
Thence North 00°00’00” East 348.75 feet to the Point of Beginning.

Parcel contains 86,490 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibits ‘B-2’ attached hereto and made a part hereof.

Preliminary

Page 2 of 3 ends

05/13/2024 2:29:30 PM

Page 792 ends

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 2:29:34 PM

Page 3 of 3 ends

Page 793 ends

Preliminary
05/13/2024 2:29:37 PM

Page 794 ends

EXHIBIT C TO GRANT DEED

PROPERTY DESCRIPTION AND DEPICTION (CONTINUED) AND DESCRIPTION

AND DEPICTION OF THE RESERVED PROPERTY
[SEE ATTACHED]
EXHIBIT C4862-5387-9124.10
378683.00002//mrf

Page 795 ends

EXHIBIT ‘C-1’
Legal Description
APN: 0209-272-22
That portion of Parcel 15 of Parcel Map No. 14647, in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, within Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, described as follows:

Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County; Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet; Thence leaving said easterly prolongation line and northerly line South 00°00’00” West 220.19 feet;
Thence North 90°00’00” West 10.47 feet to the Point of Beginning; Thence North 90°00’00” West 248.00 feet;
Thence South 00°00’00” West 348.75 feet;
Thence North 90°00’00” East 248.00 feet;
Thence North 00°00’00” West 348.75 feet to the Point of Beginning.

Parcel contains 86,490 square feet, more or less.

Preliminary Page 1 of 2
05/13/2024 2:49:04 PM

Page 796 ends

Excluding therefrom, in favor of the City of Rancho Cucamonga and San Bernardino County Transportation Authority, the air space above the above-described land, contained between a horizontal plane eight (8) feet above the existing ground surface and existing ground surface.

The foregoing 8-foot-tall portion shall exist prior to the construction of improvements by Grantee at an elevation range between 1109-1117 above mean sea level and following the construction of improvements by Grantee, the lower boundary of such 8-foot-tall portion shall commence at the finished ground floor surface and continue directly 8 feet above, as measured perpendicularly to the finished ground floor surface described in a Certificate of Compliance recorded by the City Engineer within 30 days after the completion of construction.

The level plane elevation described above is expressed in terms of North American Vertical Datum of 1988. The elevation is based on the San Bernardino County Benchmark No. UF206 with a published elevation of 1,114.07 feet above mean sea level.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibits ‘C-2’ and ‘C-3’ attached hereto and made a part hereof.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 2:49:10 PM

Page 2 of 2 ends

Page 797 ends

Preliminary
05/13/2024 2:49:12 PM

Page 798 ends

Preliminary
05/13/2024 2:49:21 PM

Page 799 ends

EXHIBIT D TO GRANT DEED

DESCRIPTION AND DEPICTION OF DRIVEWAY AND UTILITY EASEMENT [SEE ATTACHED]
EXHIBIT D4862-5387-9124.10
378683.00002//mrf

Page 800 ends

EXHIBIT ‘D-1’
Description of the Driveway and Utility Easement
APN: 0209-272-22
That portion of Parcel 15 of Parcel Map No. 14647 in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive of Parcel Maps, in the Office of the County Recorder of said County, within Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, described as follows:

Parcel “A” - Driveway Easement
Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County; Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83; Thence South 00°00’00” West 568.51 feet to the northerly right of way of Azusa Avenue, as shown on said Parcel Map;
Thence along said northerly right of way the following four (4) courses:
1) Thence South 46°46’47” West 0.63 feet to a point hereinafter referred to as Point “A”;
2) Thence South 46°46’47” West 23.08 feet to the southerly line of said Parcel 15;
3) Thence South 89°36’24” West 133.70 feet to the Point of Beginning; 4) Thence South 89°36’24” West 30.75 feet;
Preliminary Page 1 of 3
05/13/2024 3:04:53 PM

Page 801 ends

Thence North 00°00’00” West 16.93 feet;
Thence South 90°00’00” East 30.75 feet;
Thence South 00°00’00” West 16.72 feet to the Point of Beginning.

Parcel contains 517 square feet, more or less.

AND
Parcel “B” – Utility Easement
Beginning at the above-described Point “A”;
Thence along said northerly right of way the following three (3) courses:
1) Thence South 46°46’47” West 23.08 feet to the southerly line of said Parcel 15;
2) Thence South 89°36’24” West 269.11 feet to the beginning of a tangent curve, concave northeasterly, having a radius of 117.00 feet;
3) Thence northwesterly, along said curve, being the southwesterly line of said Parcel 15, through a central angle of 29°43’39” an arc length of 60.70 feet; Thence leaving said southerly line North 00°10’37” West 2.65 feet; Thence North 90°00’00” East 344.04 feet to the Point of Beginning.

Parcel contains 5,381 square feet, more or less.

See Exhibits ‘D-2’, ‘D-3’ and ‘D-4’ attached hereto and made a part hereof.

Preliminary
05/13/2024 2:59:10 PM Page 2 of 3

Page 802 ends

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 3:04:59 PM

Page 3 of 3 ends

Page 803 ends

Preliminary
05/13/2024 3:05:05 PM

Page 804 ends

Preliminary
05/13/2024 3:05:13 PM

Page 805 ends

Preliminary
05/13/2024 3:05:19 PM

Page 806 ends

EXHIBIT E TO GRANT DEED

DESCRIPTION AND DEPICTION OF ACCESS EASEMENT TO

THE UNDERGROUND PEDESTRIAN METROLINK TUNNEL
[SEE ATTACHED]
EXHIBIT E4862-5387-9124.10
378683.00002//mrf

Page 807 ends

EXHIBIT ‘E-1’
Description of Access Easement to the Underground Pedestrian Metrolink Tunnel APN: 0209-143-21
That portion of portion of the SANBAG (formerly A.T. & S.F.) Railroad Right-of-Way, as shown on Parcel Map No. 14647 in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive of Parcel Maps, in the Office of the County Recorder of said County, within Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, described as follows:

Commencing at the northeast corner of Section 13, of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of the Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County;
Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 352.93 feet to the Point of Beginning;
Thence continuing along said northerly line South 89°43’55 West 6.16 feet; Thence leaving said northerly line North 00°10’37” West 33.38 feet; Thence North 87°50’29” East 24.23 feet;
Thence South 27°38’38” West 38.68 feet to the Point of Beginning.

Parcel contains 509 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibits ‘E-2’ attached hereto and made a part hereof.

Preliminary

Page 1 of 2 ends

05/13/2024 3:47:04 PM

Page 808 ends

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 3:47:09 PM

Page 2 of 2 ends

Page 809 ends

2 Preliminary
05/13/2024 3:47:11 PM

Page 810 ends

EXHIBIT ‘F-1’ TO GRANT DEED

DESCRIPTION AND DEPICTION OF THE ADJACENT TRANSIT CENTER APN: 0209-272-11 & 0209-272-22
That portion of Parcel 15 of Parcel Map No. 14647 in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, together with that portion of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County, described as follows:

All that portion of said Parcel 15, together with all that portion of said Rancho Cucamonga Metrolink Station Phase I;
Excepting therefrom that portion lying easterly of the following described line:

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.00 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibit ‘F-2’ attached hereto and made a part hereof.

Preliminary

Page 1 of 2 ends

05/13/2024 11:04:12 AM

Page 811 ends

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 11:04:19 AM

Page 2 of 2 ends

Page 812 ends

F-2
Preliminary
05/23/2024 10:38:23 AM

Page 813 ends

EXHIBIT G TO GRANT DEED

DESCRIPTION AND DEPICTION OF TUNNEL EASEMENT
[SEE ATTACHED]
EXHIBIT G4862-5387-9124.10
378683.00002//mrf

Page 814 ends

EXHIBIT ‘G-1’
Legal Description of Tunnel Easement
APN: 0209-272-22
That portion of Parcel 15 of Parcel Map No. 14647, in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, described as follows:

Commencing at the northeast corner of Section 13 of Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map;
Thence along the easterly line of said Section 13, South 00°29’50” East 50.00 feet to the intersection of the easterly prolongation of the northerly line of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County; Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet; Thence leaving said northerly line South 00°00’00” West 311.62 feet; Thence South 89°36’24” West 345.30 feet to the westerly line of the land described on Exhibit B-1 hereto, said westerly line being that certain course described as having a bearing of North 00°10’37” West and a length of 569.98 feet; Thence along said westerly line South 00°10’37” East 98.41 feet to the Point of Beginning;
Thence leaving said westerly line South 47°37’41” East 257.13 feet to the southerly line of said Parcel 15, also being the southerly line of the land described in Exhibit B-1 and shown on the plat in Exhibit B-2;
Thence along said southerly line South 89°36’24” West 82.47; Thence leaving said southerly line North 47°37’41” West 145.18 feet to a point on said westerly line;

Page 1 of 2 ends

Preliminary
05/21/2024 11:57:09 AM

Page 815 ends

Thence along said westerly line North 00°10’37” West 76.01 feet to the Point of Beginning.

Parcel contains 11,265 square feet, more or less.

Excepting therefrom that portion of the above-described parcel lying above a level plane elevation of 1095.50 feet above mean sea level.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibit ‘G-2’ attached hereto and made a part hereof.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/21/2024 11:57:13 AM

Page 2 of 2 ends

Page 816 ends

Preliminary
05/21/2024 11:57:15 AM

Page 817 ends

SCHEDULE 1 TO GRANT DEED

TERMS AND CONDITIONS OF TUNNEL EASEMENT

1. The party first constructing improvements shall/must engineer its improvements to be located exclusively on and rely upon structural support exclusively from its property, whether the Property, exclusive of the Tunnel Easement Area, as to Grantee or the Tunnel Easement Area as to SBCTA, to accommodate the future construction by the other party of improvements on its property as aforementioned. Prior to construction, the party first constructing improvements shall/must provide to the other party the engineering plans and specifications for such improvements and the non-constructing party has reasonable review rights (within 30 days of delivery) with respect thereto for the limited purpose of providing results of review comments to the constructing party for avoiding and minimizing conflicts for such future improvements by the non-constructing party.

2. For all future construction on the Property, including without limitation the Tunnel Easement Area, beyond the initial construction and any maintenance activities by either party that could foreseeably impact the structural integrity of the improvement(s) of, by or for the other party on its property as described in and as limited by Paragraph 1 above and Paragraph 3 below, the non-constructing or non-maintaining party has reasonable review rights with respect to any such construction (within 30 days of delivery of the construction engineering plans and specifications provided by the constructing party at least 30 days prior to commencing such construction) or maintenance (within 5 business days of delivery of the maintenance plans provided by the maintaining party at least 5 business days prior to commencing such maintenance) by the other party, which review shall be limited to the non-constructing or non-maintaining party providing results of review comments to the constructing or maintaining party for avoiding or minimizing risks to the improvements or operations of the non-constructing or non-maintaining party. Nothing in the foregoing shall change or supersede the Inspector of Record process set forth in Exhibit H to the Disposition and Development Agreement.

3. The constructing party shall ensure that any temporary and permanent improvements do not adversely affect the structural integrity, safety, durability, maintainability, or continued efficient operation of any existing or future facilities of the non-constructing party; provided, however that, except as otherwise expressly agreed in writing by the parties, each party acknowledges and agrees that the structural integrity, safety, durability, maintainability and continued efficient operation of its existing or future facilities must rely exclusively on such party’s property as described in and limited by Paragraph 1 above, including any improvement(s) thereon or thereto, whether the Property, exclusive of the Tunnel Easement Area, as to Grantee or the Tunnel Easement Area as to SBCTA.

4. It is anticipated that any tunneling in the Tunnel Easement Area will occur via modern tunnel boring machine or other similar tunneling methods (i.e., no surface entry within the Property) and not mining or blasting or another similar method without Grantee’s prior written consent; SCHEDULE 14862-5387-9124.10
378683.00002//mrf

Page 818 ends

provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed.

5. It is also anticipated that any construction and development on the Property would use spread footers over the tunnel area and not pylons or another method without SBCTA’s prior written consent; provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed.

6. The constructing party shall provide the non-constructing party with 60 days advance written notice prior to the commencement of construction activities and 15 days advance written notice prior to the commencement of any maintenance activities that could foreseeably impact the structural integrity of the improvement(s) of the other party. The constructing party shall use commercially reasonable efforts to mitigate impacts to the operations of the non-construction party.

7. In the event that a party determines that an emergency situation exists that impacts the other party’s respective property as described in Paragraph 1 above, the party seeking to address such emergency situation shall provide notice of the emergency situation to the other party as promptly after such determination and shall have the right, at its sole cost and risk (except to the extent that the emergency is caused or contributed to by the other party), to immediately act to address the emergency situation.

8. Grantee shall protect, indemnify, defend, and hold harmless SBCTA, Omnitrans (the contemplated tunnel operator), its/their successors and assigns, and any other tunnel operator(s), service provider(s), contractor(s) or subcontractor(s) from and against all claims, demands, expenses, liabilities, losses, damages, and costs relating to the Property, inclusive of the Tunnel Easement Area, including without limitation any actions or proceedings in connection therewith and reasonable attorneys’ fees related thereto, incurred in connection with, arising from, due to or as a result of the death of, or any accident, injury, loss, or damage, to, any person or loss or damage to the extent arising as a result of the acts or omissions of Grantee, or any employee, agent, visitor, contractor, patron, guest or invitee (each a “Permittee”) of Grantee on or related to the Property, inclusive of the Tunnel Easement Area.

9. SBCTA shall protect, indemnify, defend, and hold harmless Grantee, it successors and assigns, and any other train operator(s), service provider(s), contractor(s) or subcontractor(s) from and against all claims, demands, expenses, liabilities, losses, damages, and costs relating to the Property, inclusive of the Tunnel Easement Area, including without limitation any actions or proceedings in connection therewith and reasonable attorneys’ fees related thereto, incurred in connection with, arising from, due to or as a result of the death of, or any accident, injury, loss, or damage, to, any person or loss or damage to the extent arising as a result of the acts or omissions of SBCTA or any Permittee of SBCTA on or related to the Tunnel Easement.

10. Notwithstanding anything to the contrary in Paragraphs 8 and/or 9 above, a party shall not be entitled to indemnification or any other right, remedy or relief provided under or pursuant to such paragraphs for claims, demands, expenses, liabilities, losses, damages and costs to the SCHEDULE 14862-5387-9124.10
378683.00002//mrf -2-

Page 819 ends

extent caused or contributed to by, or arising out of, resulting from or relating to, its negligence or willful misconduct or the negligence or willful misconduct of its Permittees, including without limitation its breach of, default under or failure of performance with respect to these Tunnel Easement terms and conditions or any of them.

11. Commencing upon the construction of the tunnel(s) and at all times thereafter, SBCTA shall maintain (or require that the tunnel operator maintain) insurance coverage, or self-insurance, in amounts and coverage types, that SBCTA deems appropriate in its reasonable discretion, to which, if any, the Grantee will be named as an Additional Insured. During said period, SBCTA will provide (or require the tunnel operator to provide) to Grantee reasonable evidence of said insurance, or a statement of self-insurance, promptly following receipt of written request for the same from Grantee. During construction of the tunnel(s) in the Tunnel Easement Area, SBCTA will require all contractors to provide insurance coverage types and limits, that SBCTA deems appropriate in its reasonable discretion, and will require (or require the tunnel operator to require) all contractors to add Grantee as an indemnified party and an additional insured to all insurance required in any Tunnel Easement Area construction related contracts. Additionally, if the insurance Grantee requires or desires is in excess of what SBCTA or the tunnel operator, as applicable, is required to carry as outlined in this Paragraph 11, Grantee may, at its sole election and its sole cost and expense, timely obtain and pay for any upgrade/excess amount it requires or desires, such that there is no delay in construction or SBCTA shall be entitled to move forward without same.

12. SBCTA shall not prevent access by Grantee or Grantee’s Permittees to the Property, exclusive of the Tunnel Easement Area, as a result of tunnel construction, maintenance or repair activities in the Tunnel Easement Area.

13. The constructing party, as to its respective property as described in Paragraph 1 above, shall ensure that an adequate performance bond is in place at or prior to the commencement of on- site construction activities.

14. The parties acknowledge and agree that, in connection with the DDA, each party and its counsel have reviewed this Grant Deed (including, without limitation, this Schedule 1), ), and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Grant Deed (including without limitation this Schedule 1). This Grant Deed, including without limitation this Schedule 1, shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties.

15. The parties further acknowledge and agree that this Grant Deed, including without limitation this Schedule 1, together with all attachments and exhibits thereto, constitutes the entire understanding and agreement of the parties with respect to the tunnel, the Tunnel Easement and the Tunnel Easement Area. The Grant Deed, including exhibits thereto and this Schedule 1, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the tunnel, the Tunnel Easement and the Tunnel Easement Area. [Signature Page Follows]
SCHEDULE 14862-5387-9124.10
378683.00002//mrf -3-

Page 820 ends

IN WITNESS WHEREOF, the undersigned Grantee does hereby agree to, as well as acknowledge and accept, the Grant Deed, including without limitation this Schedule 1. ___________________________
, a Nevada limited liability company
By: _______________________
Sarah Watterson, ___________

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)
SCHEDULE 1
-4-
4862-5387-9124.10
378683.00002//mrf

Page 821 ends

EXHIBIT "E"

EASEMENT FOR HIGH-SPEED RAIL OVERPASS
(8TH STREET)
[See Attached]
EXHIBIT "E"
-1-
4885-9088-6533.10
378683.00002

Page 822 ends

RECORDING REQUEST BY,
AND WHEN RECORDED RETURN TO:

DesertXpress Enterprises, LLC
3920 W. Hacienda Ave.

Las Vegas, NV 89118
Attn: David Pickett, Esq.

With a copy to:

City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
Free Recording Requested per Government Code 27383.

EASEMENT FOR HIGH-SPEED RAIL OVERPASS
(8TH STREET)
THIS EASEMENT FOR HIGH-SPEED RAIL OVERPASS (“Agreement”) is dated as of ____________ ___, 20__ and is entered into by and between the CITY OF RANCHO CUCAMONGA, a California municipal corporation (“City”), and DESERTXPRESS ENTERPRISES, LLC, a Nevada limited liability company d/b/a Brightline West and qualified to do business in California (“DXE”). City and DXE are sometimes hereinafter referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. DXE plans to construct a high-speed passenger rail system from Las Vegas, Nevada to Rancho Cucamonga, California (“HSR System”). One portion of this system will include an elevated track structure along a portion of 8th Street in the City of Rancho Cucamonga and requires an easement from the City in order to construct, operate, and maintain this elevated track structure.

The location of the easement is described in Exhibit “A” (the “Easement Area”), and the elevated high-speed rail track structure and ground-level supporting facilities is described in Exhibit “B” (the “Improvements”).

B. The City’s public purposes in entering into this Agreement include facilitating the development of transportation that will benefit the public, providing employment opportunities resulting from the work to be performed by DXE and the operation of a high-speed rail project, and obtaining fair market compensation for the easement interest granted herein (and such compensation shall become part of the general funds of the City and in turn used for public purposes).
1

Page 823 ends

AGREEMENT

1. Grant of Easement; Consideration. City hereby grants to DXE a nonexclusive perpetual easement (“Easement”) in and through the Easement Area for the purpose of installing, maintaining, and operating the Improvements and operating passenger rail service thereon, subject to all applicable laws, it being understood that the non-vacated portion of 8th Street is a public street that will continue to be used by the public at the risk of DXE. The installation, maintenance, and operation of the Improvements shall be subordinate to any existing easements, covenants, conditions, restrictions, reservations, rights of way, liens, encumbrances, and other matters of record on or under 8th Street. As a condition precedent to DXE’s occupancy or use of the Easement Area, DXE will pay to City the one-time sum equal to the fair market price of the easement interest and rights described herein, as determined by an appraisal obtained by City.

2. AS-IS. DXE accepts the Easement Area in its current “AS-IS” condition, without representation or warranty, express or implied, and subject to all existing matters of record and all matters that would be revealed by a diligent inspection of the Easement Area. DXE also acknowledges that City makes no representations, express or implied, as to the physical condition of or title to the Easement Area. This Agreement does not constitute, nor grant permission to use or occupy property not belonging to, or under the control of City, and permission to use or occupy such property must be obtained from the owner or controller of such property, separate from and in addition to this Agreement.

3. Authorized Improvements; Street Closures. The rights of DXE to install, maintain, and operate the Improvements are subject to any applicable laws and permitting requirements and conditions (and the City does not waive any of its rights or powers in its governmental capacity in that regard to the extent applicable). City will review and approve all such Improvement plans in its proprietary capacity as property owner prior to construction of the Improvements only to ensure consistency and no material interference with the Public Improvements (as defined below) and not to review the HSR System. In addition, the location of any columns that support the elevated track structure within the Easement Area will be determined per plans approved in writing by the City Engineer after finding that the locations will not unreasonably impact the Public Improvements, including 8th Street and Rochester Avenue. Any and all street closures required for installation, maintenance, or repairs of the Improvements must be approved in advance in writing by the City Manager, and DXE shall pay or reimburse City within thirty (30) days after written demand for all costs incurred by City in connection with any such closures.

4. Standards for Rail Facilities. City acknowledges that standards promulgated by and decisions issued by the Federal Railroad Administration (“FRA”) and Surface Transportation Board (“STB”) govern the design, construction, operation, and maintenance of railroad facilities within their jurisdiction and that such regulations, standards, and decisions might as a matter of law preempt and supersede requirements that may otherwise apply under state or local laws. City acknowledges that it is not a regulatory agency under federal law or with respect to California utilities regulated by the California Public Utilities Commission, and the Parties agree that the City will have no liability for not inspecting rail facilities or operations on the Easement Area for purposes of enforcing compliance with laws and regulations within the jurisdiction of the STB, the FRA, or the California Public Utilities Commission. Notwithstanding this Section 4, City 2

Page 824 ends

reserves all of its governmental rights and powers, and DXE acknowledges that City is entering into this Agreement solely in its proprietary capacity.

5. Repair of Damage.
(a) Damage to Public Improvements. DXE shall promptly notify the City in writing if it becomes aware of any damage to 8th Street or Public Improvements (as defined below). Whether or not DXE notifies the City, if any damage is caused to 8th Street or Public Improvements directly or indirectly by DXE or its contractors, such repair work will be conducted by the City at DXE’s sole cost and expense, or if so authorized in writing by City, may be repaired by DXE at its sole cost and expense (whereupon DXE shall promptly coordinate with City on any necessary street closures, and promptly perform the repairs). (b) If City elects to perform repair work for which DXE has some or all responsibility, DXE shall reimburse City for its share of the reasonable costs of the repair work within thirty (30) days after delivery of a statement from City describing the costs, including a statement detailing such costs and expenses. In the event payment is not made within said thirty (30) day period, said payment shall include interest at a rate of ten percent (10%) per annum from the end of said thirty (30) day period until paid.

6. Encumbrance. DXE may, at any time and from time to time, encumber to any bank, insurance company or other institutional lender, herein called “Mortgagee,” by one or more deeds of trust (the “Security Instrument”), all of DXE’s interest under this Agreement and the interest created hereunder provided that (i) such Security Instrument is subject to the terms of this Agreement and all interests of the City hereunder, (ii) such Security Instrument shall not constitute in any way a lien or encumbrance on the City’s interests, and (iii) the Security Instrument shall not encumber any obligations that do not relate to the HSR System. No Mortgagee shall be liable to City as the successor to the rights and obligations of DXE under this Agreement unless and until such Mortgagee acquires the easement interest hereunder through foreclosure or other proceedings in the nature of foreclosure or as a result of an assignment in lieu of foreclosure or other assignment, action or remedy, nor shall a Mortgagee be liable for any defaults that occur after it conveys its interest in the property associated with the Easement hereunder.

7. Ownership of Improvements. All Improvements shall be owned by DXE during the duration of this Agreement, and upon the termination of this Agreement, shall become the sole property of City without compensation to DXE, or, if City so elects and upon written notice to DXE within ninety (90) days of termination, shall be demolished and removed by DXE from the Easement Area at DXE’s sole expense within twelve (12) months from the date of said notice (subject to extension for Force Majeure Events or by written agreement of the Parties), and the foregoing (and defense and indemnity obligations of DXE under this Agreement) shall survive the termination of this Agreement. Nothing herein affects City’s rights or remedies as a governmental entity, such as the right to cause DXE to abate a nuisance, and in connection therewith, remove Improvements (if City has such a right as a governmental entity under applicable law). For the avoidance of doubt, the City acknowledges and agrees that the construction and operation of the HSR System in accordance with this Agreement and applicable law is not a nuisance. 3

Page 825 ends

8. Waiver and Release. DXE expressly waives, releases and relinquishes any and all claims, causes of action, rights and remedies DXE may now or hereafter have against City, and its officials, officers, employees, consultants, attorneys and agents (collectively, “City Entities”), whether known or unknown, arising prior to the date of this Agreement and relating to the condition of the Easement Area, or 8th Street or adjacent property, and all claims of contribution and reimbursement for costs of remediating Hazardous Materials (defined in Section 12 below) released or existing prior to the date of this Agreement in, on or near the Easement Area.

DXE HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”

BY INITIALING BELOW, DXE HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
___________
DXE’s Initials
The waivers and releases by DXE contained herein shall survive the termination of this Agreement and shall be binding upon the assignees, transferees, and successors-in-interest of DXE.

9. Access. DXE acknowledges that 8th Street contains certain City-owned public facilities collectively and hereinafter referred to as “Public Improvements” as well as publicly and privately owned utilities, including storm drains, water, sewer, gas, electrical, cable television, fiber optics and other public and privately owned utilities and facilities. Except for access to the elevated high-speed rail track structure or associated facilities relating thereto (“Restricted Facilities”), which access is covered in the following sentence, the City and utility providers shall have access at any time to the Easement Area. Except in the event of an emergency, in which event telephonic notice as soon as practical is acceptable in lieu of five (5) business day advance written notice, if the City (1) desires to do any digging or trenching in the Easement Area, (2) desires to operate a crane in the Easement Area, or (3) desires access to the Restricted Facilities, the City shall notify DXE either in writing at least five (5) business days prior to such desired entry. In such event, DXE shall cooperate with the City to determine how to safely provide access to 8 th Street for purposes of the work to be performed. DXE shall have the right, but not the obligation, to add appropriate signage to the Restricted Facilities, including, without limitation, signs prohibiting access and requiring advance notice and permission prior to entry. Under no 4

Page 826 ends

circumstances shall the City be liable in damages to DXE, or to any assignee or Mortgagee, for City’s failure to provide advance notice of entry and DXE covenants on behalf of itself and its successors in interest not to sue for or claim damages against City as a result of City’s breach of the notice requirements in this Section 9.

10. Safety Protocols. DXE and the City will comply in good faith with all safety procedures and protocols mutually developed by the parties, as the same may be amended in writing from time to time. It is contemplated that such procedures and protocols will address both planned and emergency access needs for access by City and utility companies. Either party can at any time present draft safety procedures and protocols to the other party for its reasonable review and approval and the parties shall thereafter reasonably cooperate to finalize such procedures and protocols.

11. Utilities. As between DXE and the City, any required relocation of a utility that interferes with DXE’s project within the Easement Area is the sole responsibility of DXE. Upon written request by DXE, City will provide utility contact information known to City and make its right-of-way utility staff available (on a reimbursable basis) for meetings with third-party utility owners to help facilitate DXE’s property access and construction and maintenance activities.

12. Termination. In the event DXE fails to use the Easement Area for rail transportation purposes for a period of five (5) consecutive years (“Abandonment”), the City may, after thirty (30) days written notice to DXE, deem the easement abandoned and terminate this Agreement; provided, however, the City may not terminate this Agreement if DXE cures the Abandonment by using the Easement Area for rail transportation purposes during the thirty (30) day period after written notice by the City. Additionally, City may terminate this Agreement if DXE fails to comply with this Agreement and then fails to cure such default within thirty (30) days after written notice from City, and then continues to fail to cure such default within five (5) business day following a second written notice from the City sent after the initial 30-day period, with each such notice (i) sent via certified mail or another delivery method requiring a signature by the recipient and (ii) stating in all capital and bolded letters of at least 12 point font: “FAILURE TO CURE SHALL RESULT IN TERMINATION”; provided, however, the City may not terminate this Agreement if DXE commences to cure the default during the applicable cure period after written notice by the City and thereafter diligently prosecutes the cure to completion. (a) Right of Mortgagee to Cure Defaults. Each Mortgagee will have the same period, commencing upon written notice to each such Mortgagee of such default, to remedy or cause to be remedied the default complained of as DXE has hereunder to cure such default, plus an additional ninety (90) days in the case of any other default which is capable of being cured by the Mortgagee (and such ninety (90) day period will be extended for a reasonable period of time to gain possession of the interest of DXE under the Agreement through legal proceedings if necessary to cure such default provided the Mortgagee commences the proceedings within one hundred eighty (180) days after the initial written notice by the City and thereafter diligently prosecuting such proceedings) which period will be extended as necessary for a Mortgagee to obtain relief from any stay in a bankruptcy proceeding in which DXE is a debtor, provided the Mortgagee is diligently prosecuting such relief and has assumed the obligations of this Agreement in writing (and such written assumption shall have been delivered to City), and City will accept performance by such Mortgagee within the time specified herein as timely performance by DXE; 5

Page 827 ends

provided, however, that (i) nothing contained herein will be deemed to impose upon any Mortgagee the obligation to perform any obligation of DXE under this Agreement or to remedy any default by DXE hereunder, and (ii) in the event that the Mortgagee or a third party succeeds to DXE’s interest under this Agreement pursuant to foreclosure of the Security Agreement, exercise of a power of sale thereunder or a deed in lieu thereof, City waives, as against the Mortgagee or such third party, any default by DXE that is not susceptible to cure by the Mortgagee.

Any provision of this Agreement to the contrary notwithstanding, no performance by or on behalf of a Mortgagee will cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Property or bound by or liable under this Agreement, unless the Mortgagee is actually in possession of the Property. In addition, the parties agree that if there is more than one (1) Mortgagee (or collateral assignee), then all cure periods provided in this paragraph will run concurrently. Upon the full and timely performance by Mortgagee of the obligation or obligations the nonperformance of which was the subject of the notice of default given to Mortgagee pursuant to this Section, such default shall be deemed cured and shall no longer give rise to any rights and remedies of City; provided, however, that Mortgagee’s cure of any default under this Agreement by DXE shall not excuse or waive any future default under this Agreement by DXE or preclude or limit the exercise of any rights or remedies afforded City under this Agreement as a result of such future default. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, City will not have the right to terminate this Agreement or re-enter the Property by reason of a default by DXE that is reasonably susceptible of cure by Mortgagee, during the period specified in this Section 12 in which a Mortgagee is entitled to cure a default by DXE.

13. Hazardous Materials.
(a) DXE covenants that it will not handle or transport Hazardous Materials in the Easement Area except for removal, transportation and disposal in compliance with laws regarding excavated soils that are or may be contaminated with Hazardous Materials. As used in this Agreement, the term “Hazardous Materials” means: (a) any substance, products, waste, or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the Hazardous Materials Transportation Conservation and Recovery Act, 42 United States Code Section 1801 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 et seq., all as amended (the above cited California state statutes are hereinafter collectively referred to as “the State Toxic Substances Law”); or any other federal, state, or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, now or at any time hereinafter in effect; (b) any substance, 6

Page 828 ends

product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court; (c) petroleum or crude oil, other than petroleum and petroleum products which are contained within regularly operated motor vehicles or passenger trains; and (d) asbestos.

Notwithstanding the foregoing, DXE may handle and transport Hazardous Materials normally and customarily used in the development, construction and operation of railroad infrastructure, including passenger stations, that are used, stored, transported and disposed of in accordance with all applicable laws, building codes, regulations, ordinances, rules, directives, covenants, or restrictions of record. As an example only, train infrastructure typically entails refueling maintenance vehicles or using cleaning supplies for routine maintenance. (b) DXE further agrees that at City’s request it will furnish City with proof, satisfactory to City, that DXE is in compliance with all such laws, rules, regulations, orders, decisions and ordinances regarding Hazardous Materials. (c) Notwithstanding anything else contained in this Agreement, DXE shall indemnify, defend and hold harmless City from and against any and all claims, liabilities, losses, damages, costs and expenses arising from or relating to injuries to any person, including wrongful death, or damage to property, including without limitation, property of City and DXE, or otherwise (including without limitation reasonable attorneys’ fees, investigators’ fees, litigation expenses, and mitigation costs) resulting in whole or in part from DXE’s failure to comply with DXE’s obligations under this Agreement with respect to Hazardous Materials, provided, however, that the foregoing shall not apply to releases of Hazardous Materials by City Entities’ active negligence or willful misconduct or to Hazardous Materials not brought onto the Easement Area by DXE or its contractors. DXE agrees to reimburse City for all reasonable costs of any kind incurred as a result of the DXE’s failure to comply with this Section, including, but not limited to, judicial or administrative fines, penalties, clean-up and disposal costs, and legal costs incurred as a result of DXE’s handling, transporting, or disposing of Hazardous Materials on, over, or across the Improvements and/or 8th Street or adjacent property.
(d) City shall have the right at any time to inspect the Improvements, 8th Street and Public Improvements in order to monitor DXE’s compliance with this Agreement, subject to the provisions of Section 9 above.

14. Insurance. DXE shall obtain and maintain insurance, at its sole cost and expense, as required in Exhibit “C” attached hereto.

15. Indemnity. DXE shall defend, indemnify and hold City and its officials, officers, agents, employees and contractors free and harmless from and against any and all claims, demands, causes of action, costs, liabilities, expenses, losses, damages or injuries of any kind in law or equity, to persons or property, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of DXE, its partners, affiliates, agents officials, officers, employees or contractors in performance of this Agreement, use of the Easement Area or the construction, use, or operation of the Improvements or the failure to comply (or failure of its contractors to comply) with California Labor Code Section 1720 et seq., including without limitation Labor Code Section 1781. DXE shall further defend, indemnify and hold harmless the 7

Page 829 ends

City and its officials, officers, agents and employees from all claims, demands, lawsuits, writs of mandamus, and other actions or proceedings (brought against the City or its departments, commissions, agents, officers, officials, or employees to challenge, attack seek to modify, set aside, void or annul any City decision made in connection with this Agreement or DXE’s use of the Easement Area (based on noncompliance with the California Environmental Quality Act or otherwise). DXE shall defend, with counsel reasonably acceptable to City and at DXE’s sole expense, any and all aforesaid suits, actions or proceedings, legal or affirmative, that may be brought or instituted against City, its officials, officers, agents, employees or contractors. DXE shall pay and satisfy any judgment, award or decree that may be rendered against City, its officials, officers, agents, employees or contractors. DXE shall reimburse such parties for any and all legal expenses and costs incurred by one or all of them in connection with this Agreement or the indemnity herein provided. DXE’s obligations hereunder shall survive termination or expiration of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City or its officials, officers, agents or, employees or contractors.

16. Covenant Running With Land. This Agreement shall be deemed a covenant running with the land with respect to the Easement Area, burdening the Easement Area and benefitting and appurtenant to the real property interests owned by DXE and associated with the HSR System. All of the covenants, obligations, and provisions of this Agreement shall be binding upon and inure to the benefit of successors, legal representatives, assigns and successors-in-interest to the Parties. Every person who now or hereafter owns or acquires any right, title, or interest in and to any portion of the Easement Area shall be conclusively deemed to have notice of this Agreement, whether or not reference to this Agreement is contained in the instrument by which such person acquires an interest in the Easement Area. Therefore, each and every contract, deed or other instrument hereinafter executed, covering or conveying the Easement Area or any portion thereof or interest therein shall conclusively be deemed to have been executed, delivered and accepted subject to this Agreement.

17. Estoppel Certificates. Each of the Parties hereto agree, promptly upon request from the other Party hereto, to furnish from time to time in writing certificates containing truthful estoppel information and/or confirmations of the agreements, obligations and easements contained in this Agreement and otherwise in a form and substance reasonably satisfactory to the Party from whom such certificate is sought.

18. Cooperation; Further Assurances. The Parties agree to execute any reasonable documents necessary to effectuate or protect a Party’s rights under this Agreement.

19. Attorneys’ Fees. In the event either Party brings a suit, action, or other proceeding against the other Party that in any way relates to or arises out of this Agreement, the prevailing Party (meaning the Party that obtains substantially the relief sought by it) shall be entitled to have and recover from the other Party all reasonable costs and expenses of the suit, action or proceeding, including attorneys’ fees, from the commencement of the suit, action or proceeding through the entry of judgment. The trial court shall determine which Party is the prevailing Party as well as the amount of attorneys’ fees and costs to be awarded immediately following the entry of judgment (and without awaiting any appeal) in a post-trial proceeding, such as is conducted when a cost bill is submitted. If an appeal is timely filed and if the awarding or amount of attorneys’ fees and costs is at issue in the appeal, then the appellate court (or the trial court, acting pursuant to an order of 8

Page 830 ends

the appellate court) shall determine such issue, and the recoverable attorneys’ fees and costs shall include those incurred through the entry of final judgment following the appeal.

20. Miscellaneous.
(a) Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

DXE: DesertXpress Enterprises, LLC
3920 W. Hacienda Ave.

Las Vegas, NV 89118
Attn: General Counsel
City: City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
Such notice shall be deemed made when delivered by certified mail, return receipt requested, first class postage prepaid, or by reputable overnight messenger delivery service, and addressed to the Party at its applicable address and shall be deemed delivered on the date of delivery or refusal to accept or inability to delivery shown on the return receipt, or one (1) business day after delivery to the messenger service for overnight delivery, as applicable. (b) Entire Understanding. This Agreement constitutes the entire understanding between the Parties, and supersedes all offers, negotiations, and other agreements concerning the subject matter contained herein.
(c) Invalidity. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(d) Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors of the respective Parties. Except as set forth in Section 6 above, this Agreement may not be assigned by either Party without the prior written consent of the other Party. (e) Governing Law. Except on subjects preempted by federal law, this Agreement will be governed by and construed in accordance with the laws of the State of California. Nothing herein is meant to be or will be interpreted to be a waiver of principles of legal preemption or preclusion that may apply to DXE because of its status as a common carrier regulated by the federal government.
(f) Venue. Venue for any legal action between the Parties related to this Agreement will be in the Superior Court of San Bernardino County, California or the United States 9

Page 831 ends

District Court, Central District Court of California. The judgment in any such action may be enforced by any court of competent jurisdiction wherever located. (g) Exhibits. All exhibits attached hereto form material parts of this Time of Essence. Time is of the essence of every provision hereof in which Survival. All defense, indemnity, and payment obligations of DXE that Agreement.
(h)
time is a factor.
(i)
arise or relate to events occurring prior to the termination of this Agreement shall survive such termination.

21. Property Taxes, Including Possessory Interest Taxes. This Agreement creates a possessory interest that may be subject to possessory interest tax (a type of California property tax), and DXE shall pay any such possessory interest taxes that may be assessed. If the Improvements are taxed as an improvement on the Easement Area, DXE shall, upon demand, pay such taxes allocable to the Improvement, as determined by the taxing authority. City shall cooperate and assist DXE, at no costs to City, in any efforts to obtain a separate assessment for the Improvements, including executing any reasonably required applications or reasonable documents. DXE shall pay when due all personal property taxes levied against or relating to the Improvements.

22. Encroachment Permit(s). DXE shall obtain encroachment permits from City, which City shall not unreasonably deny (upon written application at least forty-five (45) days in advance, but City shall endeavor to process such permits more quickly if possible), in areas outside of but adjacent to the Easement Area as needed for: (i) temporary construction staging; (ii) any public improvements thereon that will be affected (including closure of areas open to the public) or need to be altered or repaired as a result of work done by DXE; or (iii) or access for the foregoing purposes. DXE shall pay all related permit fees and reimburse City within ten (10) business days after written demand for costs of processing the applications. [Signature Page Follows]
10

Page 832 ends

The Parties have executed this Agreement as of the date first written above.

DXE: CITY:

DESERTXPRESS ENTERPRISES, LLC, a
Nevada limited liability company

CITY OF RANCHO CUCAMONGA,
a California municipal corporation
By: _______________________________
Sarah Watterson
_______________________________
By: ____________________, Mayor
President
ATTEST:
______________________________
_________________, City Clerk
APPROVED AS TO FORM:

Nicholas Ghirelli,
City Attorney
11

Page 833 ends

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

State of California
County of ________________
)
)
On _________________________, before me,
Notary Public, personally appeared
,
,
(insert name and title of the officer)
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)
12

Page 834 ends

State of California
County of _____________
)
)
On _________________________, before me,
Notary Public, personally appeared
,
,
(insert name and title of the officer)
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)
13

Page 835 ends

EXHIBIT “A”

DESCRIPTION OF EASEMENT AREA
[SEE ATTACHED]
A-1

Page 836 ends

EXHIBIT ‘A’
Legal Description
APN: 0209-272-11, 0229-262-35 & 0229-262-36
Those portions of Milliken Avenue and Parcel 1, as shown on Parcel Map No. 7555, in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 77, pages 42 and 43 of Parcel Maps, in the Office of the County Recorder of said County, together with that portion of Parcel 1 of Parcel Map No. 7797, in said City, filed in Book 80, pages 29 through 32, inclusive of Parcel Maps, in the Office of the County Recorder of said County, together with that portion lying within 8th Street Right-of-Way, as shown on the Record of Survey filed in Book 118, pages 77 and 78, in the Office of the County Recorder of said County, together with a portion of the land in said City described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County, State of California, described as follows:

Parcel “A”
Commencing at the northeast corner of Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, as shown on Parcel Map No. 14647 filed in Book 177, pages 90 through 96, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, said point being on the westerly line of Section 18, Township 1 South, Range 6 West, San Bernardino Meridian, as shown on said Parcel Map No. 7555; Thence along the westerly line of said Section 18 South 00°29’50” East 3.79 feet to the Point of Beginning;
Thence leaving said westerly line North 87°50’29” East 509.29 feet; Thence North 87°48’05” East 258.95 feet;
Thence North 86°59’53” East 149.87 feet;
Thence North 10°47’55” East 1.81 feet;
Thence North 55°47’55” East 1.41 feet;
Thence South 79°12’05” East 8.00 feet;
Thence South 36°17’13” East 0.62 feet;
PreliminaryPreliminary
03/14/2024 3:54:55 PM

Page 1 of 5 ends

04/19/2024 3:02:22 PM

Page 837 ends

Thence North 86°34’19” East 148.67 feet;
Thence North 42°11'39" East 1.43 feet;
Thence North 86°34’31” East 8.00 feet;
Thence South 48°28’38” East 1.38 feet;
Thence North 86°18’40” East 79.13 feet;
Thence North 87°14’34” East 85.84 feet;
Thence North 88°08’53” East 93.15 feet;
Thence North 87°54’53” East 419.57 feet;
Thence North 02°05’07” West 3.00 feet;
Thence North 87°54'53" East 106.18 feet;
Thence South 02°05'07" East 3.00 feet;
Thence North 87°54'53" East 1,377.58 feet;
Thence North 88°01'32" East 46.56 feet;
Thence North 88°41'30" East 46.74 feet;
Thence South 89°45'16" East 31.17 feet;
Thence North 88°28'08" East 146.29 feet;
Thence South 85°51'37" East 8.00 feet;
Thence South 87°58'21" East 107.78 feet;
Thence South 74°01'15" East 8.00 feet;
Thence South 89°40'47” East 116.04 feet;
PreliminaryPreliminary

Page 2 of 5 ends

040/ 139//12402/ 24032:042:32 8:5P4M:59 PM

Page 838 ends

Thence South 44°38'23" East 6.21 feet to a point hereinafter referred to as Point “A”, said point being on the southerly line of the Railroad Right-of-Way as shown on said Record of Survey;
Thence continuing South 44°38'23" East 21.59 feet;
Thence South 87°56'20" East 76.88 feet to the easterly line of Rochester Road as shown on said Record of Survey;
Thence along said easterly line South 00°09'46" West 53.26 feet; Thence leaving said easterly line North 88°01'57" West 77.71 feet; Thence North 87°41’11” West 22.86 feet;
Thence North 84°42’33” West 129.75 feet;
Thence North 80°18'23" West 107.04 feet;
Thence North 85°57’27” West 23.10 feet;
Thence North 86°57'43" West 47.82 feet;
Thence North 88°21'24" West 48.91 feet;
Thence South 87°51'40" West 44.94 feet;
Thence South 87°52'16" West 15.79 feet;
Thence South 87°54'53" West 2,029.24 feet;
Thence South 86°56'35" West 23.54 feet;
Thence South 86°33'18" West 33.69 feet;
Thence South 79°10'13" West 53.07 feet;
Thence South 79°13'27" West 89.48 feet to the northerly line of said Section 18; Thence South 79°13'27" West 24.46 feet;
PreliminaryPreliminary

Page 3 of 5 ends

03/14/2024 3:55:02 PM04/19/2024 3:02:33 PM

Page 839 ends

Thence South 87°50'06" West 8.00 feet;
Thence South 81°58'53" West 137.33 feet;
Thence South 87°55'09" West 943.00 feet to the westerly line of said Section 18; Thence along said westerly line North 0°29'50" West 60.02 feet to a point hereinafter referred to as Point “B”, said point being on the southerly line of the Railroad Right-of- Way as shown on said Record of Survey;
Thence continuing North 0°29'50" West 13.25’ to the Point of Beginning.

Excepting therefrom that portion lying northerly of the following described line:

Commencing at the above-described Point “A”;
Thence South 87°55’10” West 3,762.19 feet to the above referenced Point “B.

Excluding therefrom all that portion lying below a level plane 16.00 feet above the existing ground, except that portion occupied by viaduct columns at locations per plans approved by the City Engineer.

Parcel contains 131,094 square feet, more or less.

AND
Parcel “B”
Commencing at said northeast corner of said Section 13, Township 1 South, Range 7 West, San Bernardino Meridian, as shown on said Parcel Map No. 14647; Thence along the easterly line of said Section 13 South 00°29’50” East 50.00 feet to the easterly prolongation of the northerly line of said Rancho Cucamonga Metrolink Station Phase I, said point also being the Point of Beginning;
Thence along said easterly prolongation line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence continuing along said northerly line South 89°43’55 West 12.83 feet; Thence leaving said northerly line South 00°00’00” West 28.43 feet; Preliminary

Page 4 of 5 ends

05/08/2024 2:34:04 PM

Page 840 ends

Thence North 87°55’10” East 13.09 feet to the easterly line of said Rancho Cucamonga Metrolink Station Phase I;
Thence North 87°55’10” East 30.01 to the easterly line of said Section 13; Thence along said easterly line of Section 13 North 00°29’50” West 27.07 feet to said easterly prolongation and the Point of Beginning.

Parcel contains 1,192 square feet, more or less.

Excepting therefrom all that portion below a level plane 16.00 feet above the existing ground, except that portion occupied by viaduct columns at a location per plans approved by the City Engineer.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibit ‘A-1’ attached hereto and made a part hereof.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________

Page 5 of 5 ends

Page 841 ends

Preliminary
03/14/2024 3:55:14 PM
Preliminary
04/19/2024 3:02:44 PM
09/52/81/230/2224

Page 842 ends

PreliminaryPreliminary04/19/2024 3:02:49 PM
03/14/2024 3:55:17 PM

Page 843 ends

PreliminaryPreliminary
04/19/2024 3:02:53 PM 03/14/2024 3:55:21 PM

Page 844 ends

PreliminaryPreliminary03/14/2024 3:55:24 PM
04/19/2024 3:02:57 PM

Page 845 ends

PreliminaryPreliminary03/14/2024 3:55:27 PM04/19/2024 3:03:01 PM

Page 846 ends

Preliminary
03/14/2024 3:55:31 PM
Preliminary
04/19/2024 3:03:06 PM

Page 847 ends

EXHIBIT "B"

DESCRIPTION OF IMPROVEMENTS
The Improvements will consist of an elevated railroad viaduct and approximately twenty-one (21) associated support columns and ground-level supporting facilities, such as footings, stairs, utility lines, fencing, access pathways, and grounding mats, located in the Easement Area. -2-

Page 848 ends

EXHIBIT “C”
Required Insurance
(a) Prior to Construction. On or before DXE’s entry onto the Easement Area, DXE shall procure and maintain, at its sole cost and expense, the following insurance:
(1) Commercial General Liability (CGL) with a limit not less than twenty-five million dollars ($25,000,000) per each occurrence and a general aggregate limit of not less than twenty-five million dollars ($25,000,000) providing coverage for bodily injury, property damage, and personal injury through any combination of primary and excess or umbrella liability insurance policies with limits restating annually. The CGL insurance must be written on an ISO occurrence form CG 00 01 04 13 or (with approval from City) substitute forms at least as broad as CG 00 01 04 13 coverage. All excess or umbrella policies must be "follow form" and afford no less coverage than the primary policy. Such CGL must provide coverage to the Indemnified Parties as additional insureds using ISO Additional Insured Endorsement CG 20 10.

Coverage shall be provided to the Indemnified Parties for claims proximately caused by reason of the uses authorized by this Agreement and the location and placement of improvements within the Easement Area, unless caused by an Indemnified Party's gross negligence or willful misconduct. (b) Insurance During Construction. Prior to commencing physical construction within the Easement Area, DXE shall procure or cause to be procured and maintained throughout construction the following insurance coverage:
(1) Liability Insurance. Commercial General Liability (CGL) with a limit not less than three hundred million dollars $300,000,000 each occurrence, three hundred million dollars ($300,000,000) products and completed operations aggregate, and a general aggregate limit of not less than three hundred million dollars ($300,000,000) providing coverage for bodily injury, property damage, and personal injury through any combination of primary and excess or umbrella liability insurance policies with one reinstatement general aggregate limit for the period of the policy(ies) term. Such policies must be project-specific with dedicated limits to the Project. The CGL insurance must be written on an ISO occurrence form CG 00 01 04 13 or (with approval from City) substitute forms providing equivalent coverage. All excess or umbrella policies must be "follow form" and afford no less coverage than the primary policy. Such CGL must cover the Indemnified Parties as additional insureds using ISO Additional Insured Endorsement CG 20 26 or 20 10 and accompanied by 20 37 or equivalent forms with approval from City providing coverage to the additional insured for completed operation losses.

Coverage must be provided to the Indemnified Parties for claims proximately caused by reason of the uses authorized by this Agreement, unless caused by an Indemnified Party’s gross negligence or willful misconduct.

The policy or policies shall be endorsed to remove exclusions pertaining to any railroads.

Page 849 ends

from the completion date of the Project. All excess or umbrella policies must contain a drop-down clause in the event of exhaustion of primary limits and provide coverage for primary CGL. (2) Commercial Automobile Insurance. During all phases of the Project, DXE shall provide evidence of commercial business auto coverage written on ISO form CA 00 01 10 01 (or, with approval from City, substitute form providing equivalent liability coverage) with a limit not less than one million dollars ($1,000,000) for each accident. Such insurance must cover liability arising out of any auto (including owned, hired, and non-owned autos). The policy must contain an endorsement for coverage to operations in connection with a railroad and an endorsement to cover liabilities arising out of the Motor Carrier Act - Hazardous materials clean up (MCS-90) with a sublimit of no less than one million dollars ($1,000,000).

During all phases of the Project, DXE shall require its general contractor to provide (and shall ensure that its general contractor does provide) evidence of commercial business auto coverage written on ISO form CA 00 01 10 01 (or, with approval from City, substitute form providing equivalent liability coverage) with a limit not less than twenty-five million dollars ($25,000,000) for each accident. Such insurance must cover liability arising out of any auto (including owned, hired, and non-owned autos) and can be satisfied by a combination of primary and excess and/or umbrella policies. The policy(ies) must contain an endorsement for coverage to operations in connection with a railroad and an endorsement to cover liabilities arising out of the Motor Carrier Act - Hazardous materials clean up (MCS-90) with a sublimit of no less than one million dollars ($1,000,000). All excess or umbrella policies shall contain a drop-down clause in the event of exhaustion of primary limits and provide coverage for primary auto liability. (3) Workers' Compensation and Employers Liability Insurance.

During all phases of the Project, DXE shall provide evidence of Workers' Compensation insurance as required under California statute including coverage for Employer's Liability with limits of at least one million dollars ($1,000,000) each accident, one million dollars ($1,000,000) each employee by disease, and a policy limit of one million dollars ($1,000,000) by disease. The excess liability policy must include employer's liability coverage limits to at least twenty-five million dollars ($25,000,000) and can be satisfied by a combination of primary and excess and/or umbrella policies.

The workers' compensation policies must provide the following:
a. A waiver of subrogation in favor of City and the Indemnified Parties; b. A provision extending coverage to all states' operations; c. A voluntary compensation endorsement;
d. An alternative employer endorsement, if applicable to DXE operations;
e. Coverage for liability under the United States Longshore and Harbor Workers' Compensation Act on an "if any" basis or as otherwise appropriate;
-2-

Page 850 ends

f. Coverage for liability under Title 46 of the U.S.C. § 688 ("Jones Act") on an "if any" basis or as otherwise appropriate; and
g. An endorsement extending the policy to cover the liability of the insureds under the Federal Employer's Liability Act on an "if any" basis or as otherwise appropriate.
(4) Professional Liability Insurance. During all phases of the Project, DXE shall provide evidence of professional liability insurance, including prior acts coverage sufficient to cover all claims arising out of any professional services, including without limitation engineering, architectural, or land surveying work required in constructing the Project on the Easement Area, procured, and maintained by those third parties performing such work for or on behalf of DXE. For the lead design contractor for the improvements in privity with DXE, the coverage must not be less than ten million dollars ($10,000,000) per claim and in the aggregate.

For environmental assessments, land surveying work and any other site work, the coverage must not be less than two million dollars ($2,000,000) per claim and in the aggregate. For architectural, geotechnical engineers, and electrical engineers, the coverage must not be less than two million dollars ($2,000,000) per claim and in the aggregate. For structural engineers and civil engineers relating to the Project, the coverage must not be less than five million dollars ($5,000,000) per claim and in the aggregate. DXE shall also require any member of its design build team, any subconsultant, or any subcontractor performing professional design services for any portion of the Project, to obtain and maintain (and shall ensure that they do obtain and maintain) professional liability insurance providing the same coverage, with limits of at least one million dollars ($1,000,000) per claim and in the aggregate. DXE shall procure and maintain a project specific Owner's Protective Professional Indemnity (OPPI) policy that provides coverage with limits of at least twenty-five million dollars ($25,000,000) per claim and in the aggregate for claims arising out of the liability of design and construction professionals. Such coverage must include coverage for claims filed directly against DXE by third-parties alleging negligence (arising from professional services of design firms).

No self-insured retention for DXE or any lead design entity is permitted to exceed five hundred thousand dollars ($500,000), unless commercially unavailable and without prior written approval from City, in its good faith discretion. Coverage must apply specifically to professional activities performed or contracted by DXE in support of the Project. The policy(ies) must have a retroactive date consistent with the inception of the first date of design or project or construction management activities, and no later than the date on which any contract or subcontract was issued.

DXE agrees to maintain or to require its design professionals, subconsultants, or design-build subcontractors to maintain (and shall ensure that they do maintain), as appropriate, this required coverage for a period of no less than three years after the commencement of revenue service or to purchase an extended reporting period for no less than three years after the commencement of revenue service. If the contractor is working with a separate lead design entity, contractor must (and DXE shall ensure that contractor does) require the lead design entity to agree to maintain this coverage for a period of no less than three (3) years after the commencement of revenue service or to purchase an extended reporting period for no less than three (3) years after the commencement of revenue service.
-3-

Page 851 ends

(5) Contractor's Pollution Liability. DXE shall procure or cause to be procured contractor’s pollution liability ("CPL") coverage throughout the period of construction. Coverage must be provided by a stand-alone policy with Project dedicated limits of no less than twenty-five million dollars ($25,000,000) per occurrence and twenty-five million dollars ($25,000,000) in the aggregate per policy period dedicated to the Project. Coverage must be written on an occurrence basis and extended for a minimum ten (10) year period with a separate limit available exclusively to the Project. The CPL policy must include coverage for investigation, removal, and remediation costs including monitoring or disposal of contaminated soil, surface water, groundwater or other media to the extent required by environmental laws caused by pollution conditions resulting from or exacerbated by covered operations; third-party bodily injury and property damage, provided that the third-party property damage liability coverage includes loss of use of damaged property or of property that has not been physically injured or destroyed, resulting from pollution conditions caused by or from conditions exacerbated by covered operations. The policy must have no exclusions or limitations for loss occurring over water including but not limited to a navigable waterway or for lead or asbestos. Coverage as required in this Section shall apply to sudden and non-sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants. The CPL policy must also provide coverage for losses due to loading, unloading or transportation and liability imposed by off-site disposal of materials at a third-party disposal site including testing, monitoring, measuring operations or laboratory analysis and remediation. If the scope of work includes the disposal of any hazardous or non-hazardous materials from the job site, DXE shall furnish City evidence of pollution legal liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting the materials, with coverage in minimum amounts of five million dollars ($5,000,000) per loss and an annual aggregate of five million dollars ($5,000,000). (6) Railroad Protective Liability. DXE shall provide, or cause to be maintained, any coverage as may be required by any railroad as a condition of the railroad's consent for entry onto railroad facilities or property. Such policy shall be effective during the period any construction is being performed within 50 feet of any railroad ROW. Coverage shall be written on Insurance Services Office occurrence Form CG 00 35 (or, with approval from City, substitute form providing equivalent coverage) on behalf of any railroad as a named Insured, with a limit specified by any railroad. 20.2.1.7. Aircraft Liability. If applicable, DXE shall procure, or cause to be procured and maintained, aircraft liability insurance with a limit of not less than ten million dollars ($10,000,000) per occurrence in all cases where any aircraft is used on the Project that is owned, leased or chartered by any contractor-related entity or its subcontractors of any tier, protecting against claims for damages resulting from such use. Any aircraft intended for use in performance of the work, the aircraft crew, flight path and altitude, including landing of any aircraft on the Project or on any property owned, rented or leased by City or any of the Indemnified Parties is subject to review and written acceptance by City prior to occurrence of any such usage.

If any aircraft are leased or chartered with crew and/or pilot, evidence of non-owned aircraft liability insurance is acceptable in lieu of the coverage listed above but must be provided prior to use of the aircraft.
-4-

Page 852 ends

(7) Builder's Risk Insurance. DXE shall, upon commencement of construction and with approval of City, obtain and maintain a policy of builder's risk insurance for the Project. Coverage shall be written on an "all risk" basis and provided through a stand-alone policy dedicated solely to the Project. The insureds must include the contractor, all subcontractors (excluding those solely responsible for design work) of any tier, suppliers, and SBCTA, and City.

Coverage must include property owned by City and the Indemnified Parties that is part of the Project and must not be limited by use of the phrase "as their interests may appear." The policy must cover all property, roads, buildings, bridge structures, other structures, fixtures, materials, supplies, foundations, pilings, machinery and equipment (excluding contractor's equipment) that are part of or related to the portions or elements of the Project, and the works of improvement, including permanent and temporary works and on-site materials, and including goods intended for incorporation into the works located at the Easement Area, in storage or in the course of transit to the Easement Area and all improvements that are within the Easement Area.

The builder's risk policy must include coverage for:
a. Any ensuing loss from faulty workmanship or nonconforming work, including L.E.G. 3 wording;
b. Machinery accidents and operational testing involving equipment covered by the policy;
c. Removal of debris, with a sublimit of twenty-five percent (25%) of the loss subject to a limit of twenty-five million dollars ($25,000,000) and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project;
d. Transit, including ocean marine coverage (unless insured by the supplier or through a separate marine cargo policy), with sub-limits sufficient to insure the full replacement value of any key equipment item;
e. Replacement value of any property or equipment stored either on or off the Easement Area;
f. Coverage limits sufficient to insure for the following perils subject to applicable sub-limits for these perils based on the probable maximum loss of the insured property:
• Collapse;
• Terrorism;
• Earthquake;
• Flood;
g. Plans, blueprints and specifications; and
h. Demolition and increased cost of construction as required by law or -5-

Page 853 ends

ordinance subject to applicable sub-limits.

There must be no coinsurance penalty provision in any such policy. All deductibles or self- insured retentions must be the sole responsibility of DXE.

The policy must provide a "severability of interests provision," "multiple insured's clause" or similar wording that the policy is to apply to each insured as if a separate policy had been issued to each insured except as to limits.

DXE shall also require the general contractor and its subcontractors to procure and maintain (and shall ensure that they do procure and maintain) coverage for tools and equipment owned, leased or used by the general contractor or subcontractors in the performance of their work under this contract.

Upon completion of construction of the Project and prior to commencing operations of the Project within the Easement Area, DXE shall provide evidence of "all risk" property insurance covering the Project/Improvements, with coverage sufficient to cover the probable maximum loss of such improvements and alterations made by DXE pursuant to the terms hereof, which must include "all risk" coverage using the ISO Causes of Loss - Special Form or (with approval from City) its equivalent, as well as flood insurance, subject to applicable sub-limits for natural hazard exposures based on the probable maximum loss of such improvements. (c) Insurance During Operations. Upon the commencement of revenue service operations, DXE shall procure and maintain, at its sole cost and expense, Commercial General Liability (CGL) with a limit not less for personal injury, death, and property damage in an amount not less than three hundred twenty-three million dollars ($323,000,000), or such other limit of liability as Congress may establish from time to time applicable to DXE's passenger rail operations. Such policy or policies must provide coverage to all Indemnified Parties as additional insureds. All excess or umbrella policies must be "follow form" and afford no less coverage than the primary policy and the policies up to three hundred twenty-three million dollars $323,000,000 must include one reinstatement limit for the period of the policy(ies) term. (d) Self Insurance. The policy or policies under which coverage required by this Agreement is provided may include a deductible or self-insured retention not in cumulative excess of ten million dollars ($10,000,000) on the condition that:
(1) Each insurance policy expressly provides that the obligations of the policy issuer to City as an additional insured are not to be diminished in any way by DXE’s failure to pay its deductible or self-insured retention obligation for any reason; (2) DXE provides a declaration under penalty of perjury by a Certified Public Accountant (CPA) acceptable to City and who shall apply a Fiduciary Standard of Care, certifying the accountant has applied Generally Accepted Accounting Principles (GAAP) guidelines confirming that DXE has sufficient funds and resources to cover any self-insured retentions if the cumulative self-insured retentions from all required insured policies are in excess of one million dollars ($1,000,000); and
-6-

Page 854 ends

(3) DXE promptly pays any and all amounts due under such deductible or self-insured retention in lieu of insurance proceeds that would have been payable if the insurance policies had not included a deductible or self-insured retention amount. (e) Definition of “Self Insurance”. As used in this Agreement, “self insurance” means that DXE is itself acting as if it were the insurance company providing the insurance required under the provisions of this Agreement. (f) Evidence of Insurance. In accordance with the insurance requirements above, DXE shall furnish evidence of insurance reasonably acceptable to City before DXE enters the Easement Area, before commencing physical construction of the Project within the Easement Area, and before the beginning of operations, as applicable. DXE shall provide City with satisfactory evidence of renewal or replacement insurance no later than thirty (30) days after the expiration or termination of such insurance. DXE shall submit full copies of the commercial general liability policy, excess/umbrella liability policy, builder's risk policy, and the project- specific professional liability policy or binders with full specimen copies of the forms for each policy until such time as full copies of the policies are available. This requirement applies prior to DXE starting work on the Project, including all subsequent renewal policies. Certificates of insurance are required for all other lines of insurance. If, through no fault of DXE, any of the coverage required becomes unavailable, DXE shall provide good faith alternative insurance packages and programs, subject to prior approval by City, with the goal of reaching agreement on a package providing coverage equivalent to that specified herein. (g) Additional Insured Coverage. All policies, except those for Workers’ Compensation and Professional Liability insurance, must be endorsed by ISO Form CG 20 10 11 85, or if not available, then ISO Form CG 20 38, to name the Indemnified Parties as additional insureds. With respect to general liability arising out of or connected with work or operations performed by or on behalf of DXE under this Agreement, coverage for such additional insureds must not extend to liability to the extent prohibited by section 11580.04 of the Insurance Code. The additional insured endorsements must not limit the scope of coverage for City to vicarious liability but shall allow coverage for City to the full extent provided by the policy. (h) Waiver of Subrogation Rights. To the fullest extent permitted by law, DXE hereby waives all rights of recovery under subrogation against the additional insureds named herein, and any other tenant, contractor, subcontractor or sub-subcontractor performing work or rendering services on behalf of City, in connection with the planning, development and construction of the Project. To the fullest extent permitted by law, DXE shall require similar written express waivers and insurance clauses from each of its subcontractors of every tier. DXE shall require all of the policies and coverages required in this Section to waive all rights of subrogation against the additional insureds (ISO Form CG 24 04 05 09). Such insurance and coverages provided must not prohibit DXE from waiving the right of subrogation prior to a loss or claim.
(i) Eligible Insurers. If policies are written by insurance carriers authorized and admitted to do business in the state of California, then the insurance carriers must have a current A.M. Best rating of A-VIII or better and if policies are written by insurance carriers -7-

Page 855 ends

that are non-admitted but authorized to conduct business in the state of California, then they must meet the current A.M. Best rating of A-:X or better, unless otherwise approved in writing by City.

DXE shall furnish to City, not less than fifteen (15) days before the date the insurance is first required to be carried by DXE, and thereafter before the expiration of each policy, true and correct certificates of insurance, using the appropriate ACORD form of certificate or its equivalent, evidencing the coverages required under this Section, with a copy of each policy, if requested by City. Such certificates must provide that should any policies described therein be cancelled before the expiration date thereof, notice is to be delivered to the certificate holder by the insurer in accordance with the policy provisions regarding same. Further, DXE agrees that the insurance coverage required hereunder is not to be terminated or modified in any material way without thirty (30) days advance written notice from DXE to City.
(j) Cure. If DXE fails to procure and maintain insurance required under this Agreement or fails to meet its obligations with respect to any deductible or self-insured retention amount under this Agreement, subject to the provisions herein, City is entitled, after thirty (30) days prior written notice to DXE of DXE’s default hereunder and DXE's failure to cure such default within said thirty (30) days, ten (10) days for non-payment, to require DXE to immediately discontinue all construction activities related to the Project and immediately discontinue operation of the Project until DXE has provided City reasonably satisfactory evidence that the required insurance has been obtained and the other obligations of DXE under this Section have been met. No cessation of construction or operations required by City under this Section releases or relieves DXE of any of its other obligations under this Agreement. -8-

Page 856 ends

EXHIBIT "F"

EASEMENT FOR AERIAL PLATFORM
[See Attached]
EXHIBIT "F"
-1-
4885-9088-6533.10
378683.00002

Page 857 ends

RECORDING REQUEST BY,
AND WHEN RECORDED RETURN TO:

DesertXpress Enterprises, LLC
8329 W. Sunset Road, Suite 150
Las Vegas, NV 89113
Attn: David Pickett, Esq.

With a copy to:

City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
San Bernardino County Transportation
Authority
1170 W. Third Street, 2nd Floor
San Bernardino, CA 92410
Attn: Director of Transit and Rail
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
Free Recording Requested per Government Code 27383.

EASEMENT FOR AERIAL PLATFORM
(Brightline West Platform)
THIS EASEMENT FOR AERIAL PLATFORM (“Agreement”) is dated as of _________________ 20__ (“Effective Date”) and is entered into by and between the CITY OF RANCHO CUCAMONGA, a California municipal corporation (“City”) and SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY, a California municipal corporation (“SBCTA”) (City and SBCTA, collectively, “Grantor”), and DESERTXPRESS ENTERPRISES, LLC, a Nevada limited liability company d/b/a Brightline West and qualified to do business in California (“Grantee”). City, SBCTA and Grantee are sometimes hereinafter referred to individually as “Party” and collectively as the “Parties.” Decisions of Grantor under this Agreement shall require the joint consent or approval of both SBCTA and City, with the manner of providing such consent or approval determined by each agency.

RECITALS
A. Grantee plans to construct a high-speed passenger rail system from Las Vegas, Nevada to Rancho Cucamonga, California (“HSR System”). One portion of this system will include an elevated track and passenger platform structure within a portion of property jointly owned by SBCTA and the City that is improved with parking and transit improvements, said property being more particularly described on Exhibit A attached hereto and made a part hereof (“Grantor’s Property”).
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 1

Page 858 ends

B. Grantee desires that it be granted an aerial easement for the elevated track and platform structure for passenger rail (the “Elevated Structure”) over the portion of the Grantor’s Property legally described and depicted in Exhibit B attached hereto and made a part hereof (the “Aerial Easement Area”), and a surface and subsurface easement for ground-level supporting facilities within, through and across only those portions of the Ground Easement Area expressly and specifically designated on plans approved in advance and in writing by the Public Agencies which plans Grantee must ensure specifically show such ground-level supporting facilities, as necessary to support the Elevated Structure and the HSR System, such as columns, footings, stairs, utility lines, grounding mats, fencing, access pathways, and sheer walls (seismic) supporting the Elevated Structure (collectively, the “Supporting Facilities” and, together with the Elevated Structure, the “Improvements”) on, over, under, through, above and across the portions of the Grantor’s Property below the Aerial Easement Area as necessary to support the Improvements (collectively, the “Ground Easement Area”, and with the Aerial Easement Area, hereinafter collectively referred to as the “Easement Area”). The Improvements must be designed and constructed by Grantee to continue to allow equipment to pass under and between such Improvements as necessary for the Public Agencies to access and maintain, in a commercially reasonable manner, the adjacent Metrolink tracks; provided, however, the Public Agencies must exercise commercially reasonable care to avoid contact with any of the Improvements during the movement of any such equipment.

C. Grantor’s public purposes in entering into this Agreement include facilitating the development of transportation that will benefit the public, providing employment opportunities resulting from the work to be performed by Grantee and the operation of a high-speed rail project, and obtaining fair market compensation for the easement interest granted herein (and such compensation shall become part of the general funds of the City, in part, and SBCTA, in part, and in turn used for public purposes).

D. Any elevation described in this Agreement is given in [NAVD 88] datum.

AGREEMENT

1. Grant of Easement; Term; Consideration.
(a) Exclusive Easement for Improvements. Subject to the terms and conditions of this Agreement, Grantor does hereby grant, bargain, sell and convey to Grantee, its successors and assigns, the following: (i) an exclusive, permanent aerial easement for the purpose of constructing, installing, inspecting, maintaining, repairing, replacing, removing, using and operating the Elevated Structure over the portion of the Grantor’s Property within the Aerial Easement Area (the “Aerial Easement”); and (ii) a permanent exclusive easement on, over, under, above, through and across the Ground Easement Area for the purpose of constructing, installing, inspecting, maintaining, repairing, replacing, and removing the Supporting Facilities supporting the Elevated Structure (collectively, the “Ground Easement”, and with the Aerial Easement, hereinafter collectively referred to as the “Easements”). (b) Non-Exclusive Access Easement. In addition, the Grantor hereby grants to Grantee, its contractors, subcontractors, agents, employees, lessees, licensees, successors and assigns, a permanent and non-exclusive easement for vehicular and pedestrian ingress, egress and 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 2

Page 859 ends

access on, over, across and upon the Grantor’s Property, as the same may be developed and redeveloped from time to time provided that in all events access to the Easement Area is provided, as reasonably necessary for the purpose of performing such inspection and minor maintenance and repair of the Improvements. For purposes of this Section 1(b), minor maintenance and repair of Improvements involves any maintenance and repair work that does not require the closure of any parking spaces or materially impact Grantor’s access through Grantor’s Property. (c) Access for Construction and Installation. Any access to Grantor’s Property for the initial construction and installation of the Improvements within the Easement Area shall be pursuant to the temporary construction easement provided for in the Disposition and Development Agreement between Grantor and Grantee and dated October 5, 2022 (“DDA”). Any additional construction or installations shall be covered by Section 1(e) below and shall require the consent of Grantor. Grantee acknowledges and agrees that it is not permitted to construct or install any improvements outside the Easement Area.
(d) Access for Major Maintenance and Repair. Except for minor maintenance and repair covered by Section 1(b) above or in the event of an emergency, in which event telephonic notice as soon as practical is acceptable in lieu of advance written approval, any access to Grantor’s Property for maintenance and repair shall require the prior written approval of Grantor, not to be unreasonably withheld, conditioned or delayed, and which request shall be reviewed and granted or denied within ten (10) business days of the written request. Grantee shall tailor its request for access to avoid interference with Grantor’s rights to or use of Grantor’s Property where possible or minimize interference to the extent avoidance is not possible. Any such access shall be consistent with the safety protocols described in Sect ion 12 and shall at all times maintain at least one reasonably convenient ADA compliant path of pedestrian travel to all public transit and rail services located on or adjacent to Grantor’s Property and furthermore, any such access shall maintain no less than the minimum number of ADA accessible parking stalls pursuant to statutory requirements.
(e) Access for Replacement and Removal. Any access to Grantor’s Property for construction, installation, replacement or removal of the Improvements after initial construction and installation under Section 1(b) above shall require an encroachment agreement or other temporary construction easement from Grantor, not to be unreasonably withheld, conditioned, or delayed.
(f) Adjustments to Easement Area. Construction of the Improvements must be within the boundaries of the Easement Area, however, the Parties acknowledge that final design and construction of the Elevated Structure and Supporting Facilities may require a non-material adjustment of the description of the Easement Area; provided, however, the location of the Supporting Facilities shall be designed to maximize Grantor’s ability to use the surface area below the Aerial Easement Area for parking, pedestrian access, and any legally permitted purposes that does not materially interfere with the Easements granted herein; the plans for the Supporting Facilities shall be subject to Grantor’s approval. Upon completion of the construction of the Elevated Structure and Supporting Facilities, Grantee shall provide an accurate as-built survey to Grantor and detailed as necessary for Grantee to produce a revised legal description acceptable to Grantor, and Grantor and Grantee agree to amend this Agreement (which amendment shall be recorded) to replace and refine (but not materially enlarge) the descriptions of the applicable 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 3

Page 860 ends

Easement Area attached to this Agreement with the descriptions for the same as set forth in the as- built survey by mutually executing and recording such amendment in the Official Records of the County of San Bernardino. In connection with the foregoing, the Parties acknowledge and Grantee agrees that the area below the Aerial Easement Area, excluding the Ground Easement Area, is retained by the Grantor and may continue to be used by the public for transportation and related purposes as well as supporting and ancillary purposes and uses (which may include without limitation parking) or any other valid legal use, provided such other use does not unreasonably interfere with Grantee’s use of the Ground Easement Area for the purposes set forth in this Agreement.

2. Compensation. As a condition precedent to Grantee’s occupancy or use of the Easement Area, Grantee will pay to Grantor the one-time sum equal to the fair market value of the easement interest and rights described herein, as determined by an appraisal obtained by Grantor, with one half of such sum payable directly to SBCTA and the other half payable directly to City.

3. AS-IS. Grantee accepts the condition of the Grantor’s Property, including without limitation the Easement Area, in its current “AS-IS,” “WHERE IS” and “WITH ALL FAULTS” condition, without representation or warranty, express or implied, and subject to all existing matters of record and all matters that would be revealed by a diligent inspection of the Easement Area. Grantee agrees that its rights and remedies under this Agreement, including the Easement as well as its rights and interests in the Easement Area, including with respect to the installation, maintenance, and operation of the Improvements, are subject and subordinate to any (and all) existing easement(s), covenant(s), condition(s), restriction(s), reservations, rights of way, liens, encumbrances, and other matters of record on, under, affecting or relating to the Easement Area.

Grantee also acknowledges that Grantor makes no representations, express or implied, as to the legal compliance, including compliance with laws governing Hazardous Materials (defined below) and other environmental laws, the physical condition, including the environmental condition, of or title to the Easement Area. This Agreement does not constitute, nor grant permission to use or occupy property, including property rights or interests, not belonging to, in the possession of or under the control of Grantor, and permission to use or occupy such property must be obtained from every owner, holder, user, possessor and controller of such property, separate from and in addition to this Agreement.

4. Authorized Improvements. The rights of Grantee to install, maintain, and operate the Improvements are subject to the terms of this Agreement, including Grantor’s right to review and approve any and all Improvement plan(s), in its proprietary capacity as outlined below, as well as any applicable laws and license, permitting and approval requirements and conditions (and Grantor does not waive or release, and shall continue to have, any and all of its right(s) or power(s) in its governmental capacity in that regard to the extent applicable). In addition, any review and/or approval of any or all of such Improvement plan(s) by Grantor in its proprietary capacity as property owner prior to construction of the Improvements (i) shall not be deemed to be a review of any plans, drawings or specifications from an engineering or technical standpoint, (ii) may not be relied upon by Grantee (other than for the purpose of indicating that such review and approval occurred) and (iii) does not release, relieve or waive any obligation, liability or duty of Grantee or any right or remedy of Grantor (other than relating to whether the review and/or approval, as applicable, has occurred).
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 4

Page 861 ends

5. Standards for Rail Facilities. Grantor acknowledges that standards promulgated by and decisions issued by the Federal Railroad Administration (“FRA”) and Surface Transportation Board (“STB”) govern the design, construction, operation, and maintenance of railroad facilities within their jurisdiction and that such regulations, standards, and decisions might as a matter of law preempt and supersede requirements that may otherwise apply under state or local laws. Grantor acknowledges that it is not a regulatory agency under federal law or with respect to California utilities regulated by the California Public Utilities Commission, and the Parties agree that Grantor will have no liability for not inspecting or any failure to inspect rail facilities or operations on the Easement Area for purposes of enforcing compliance with laws and regulations within the jurisdiction of the STB, the FRA, or the California Public Utilities Commission. Notwithstanding this Secti on 5, Grantor reserves and does not waive or release any (or all) of its governmental right(s) and power(s), and Grantee acknowledges that Grantor is entering into this Agreement solely in its proprietary capacity.

6. Repair of Damage.
(a) Damage to Public Improvements. Grantee shall promptly notify Grantor in writing if it becomes aware of any damage to or destruction of Public Improvements (as defined below). Whether or not Grantee notifies Grantor, if any damage is caused to Public Improvements directly or indirectly by Grantee (including, without limitation, Grantee’s officers, directors, agents, representatives, employees, partners, managers, contractors, or subcontractors (collectively “Grantee Parties”)) such repair work may be conducted by Grantor at Grantee’s sole cost and expense or, if so authorized in writing by Grantor, may be repaired by Grantee at Grantee’s sole cost and expense (whereupon Grantee shall promptly coordinate with Grantor on any necessary closures, and promptly perform the repairs). Grantee acknowledges and agrees that the foregoing terms of this Agreement, including their operation, will not waive, relieve or release Grantee from liability for damage or destruction, including any claim, demand, loss, liability, damage, cost or expense, including attorneys’ fees, incurred or suffered by Grantor or others, including damage to any property or injury to, including death of, any person, arising out of, resulting from or related to such damage or destruction caused directly or indirectly by Grantee or the Grantee Parties. (b) If Grantor elects to perform repair work for which Grantee has some or all responsibility, Grantee shall reimburse Grantor for its share of the reasonable costs of the repair work within thirty (30) days after delivery of a statement from Grantor describing the costs, including a statement detailing such costs and expenses. In the event payment in full is not made within said thirty (30) day period, the outstanding balance shall accrue interest at the maximum legal rate or a rate of twelve percent (12%) per annum, whichever is less, compounding monthly from the end of said thirty (30) day period until paid to cover administrative and other costs and expenses.

7. Encumbrance. Grantee may, at any time and from time to time, encumber to any bank, insurance company or other institutional lender, herein called “Mortgagee,” by one or more deeds of trust (the “Security Instrument”), all of Grantee’s easement interest under this Agreement, provided that (i) such Security Instrument is subject and subordinate to this Agreement and all other interests of the Grantor hereunder, (ii) such Security Instrument shall not constitute in any way a lien or encumbrance on Grantor’s rights or interests, and (iii) the Security Instrument shall not encumber any obligations that do not relate to the HSR System. No Mortgagee shall be 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 5

Page 862 ends

liable to Grantor as the successor to the rights and obligations of Grantee under this Agreement unless and until such Mortgagee acquires the easement interest hereunder through foreclosure or other proceedings in the nature of foreclosure or as a result of an assignment in lieu of foreclosure or other assignment, action or remedy, nor shall a Mortgagee be liable for any defaults that occur after it conveys the easement interest hereunder.

8. Ownership of Improvements. The Improvements shall be owned by Grantee during the duration of this Agreement. Upon the termination of this Agreement by Grantor pursuant to (and subject to) Section 14, or otherwise by Grantee, the Improvements shall become the sole property of Grantor without compensation to Grantee or any Mortgagee, or, if Grantor so elects and upon written notice to Grantee within ninety (90) days of termination, shall be demolished and removed by Grantee from the Easement Area at Grantee’s sole expense within twelve (12) months from the date of said notice (subject to extension for Force Majeure Events or by written agreement of the Parties), and the foregoing (and defense and indemnity obligations of Grantee under this Agreement) shall survive the termination of this Agreement. Nothing herein affects Grantor’s rights or remedies as a governmental entity, such as the right to cause Grantee to abate a nuisance, and in connection therewith, remove Improvements (if Grantor has such a right as a governmental entity under applicable law). Except as expressly limited by the terms of this Agreement, including, but not limited to, Secti on 14 of this Agreement, in the event of a breach, default or failure of performance by Grantee, Grantor shall have such rights and remedies as are provided under applicable law or in equity, including the right or remedy of declaratory relief, specific performance, injunction and restitution. For the avoidance of doubt, Grantor acknowledges and agrees that the construction and operation of the HSR System in accordance with this Agreement and applicable law and in a commercially reasonable manner is not a nuisance.

9. Waiver and Release. Grantee expressly waives, releases and relinquishes (a) any and all claims, causes of action, rights and remedies Grantee may now or hereafter have against Grantor, and its officials, officers, employees, consultants, contractors, attorneys and agents (collectively, “Grantor Entities”), whether known or unknown for all events and circumstances arising prior to the date of this Agreement, with respect to liability for any (and all) claim(s), demand(s), loss(es), liability(ies), damage(s), cost(s) and expense(s), including damage to or loss, upon, above, beneath, or across the Easement Area or adjacent property owned by Grantor or either of them, unless and except to the extent such damage or loss is caused by the gross negligence or willful misconduct of Grantor Entities, and (b) all claims of contribution and reimbursement for costs of remediating Hazardous Materials (defined in Section 15 below) released or existing prior to the date of this Agreement in, on or near the Easement Area.

GRANTEE HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 6

Page 863 ends

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”

BY INITIALING BELOW, GRANTEE HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
_______________
Grantee’s Initials
The waivers and releases by Grantee contained in this Agreement shall survive the termination of this Agreement and shall be binding upon the assignees, transferees, and successors- in-interest of Grantee.

10. Grantor’s Access. Grantee acknowledges that the Grantor’s Property, including without limitation the Easement Area, may contain certain Grantor-owned facilities, whether public, enterprise, proprietary or otherwise as well as publicly and/or privately owned utilities, including, without limitation, storm drains, water, sewer, gas, electrical, cable television, fiber optics and appurtenant facilities, hereinafter referred to collectively as “Public Improvements”.

Except for access to the Improvements, which access is covered in the following sentence, Grantor and utility providers shall have access at any time, from time to time and without notice or liability to the Easement Area, including without limitation the Public Improvements. Except in the event of an emergency, in which event telephonic notice as soon as practical is acceptable in lieu of advance written approval, if Grantor (being either or both SBCTA and City, as the case may be) desires access to the Improvements, Grantor shall request Grantee’s prior written approval, not to be unreasonably withheld, conditioned or delayed, and which request shall be reviewed and granted or denied within ten (10) business days of the written request, and Grantee shall endeavor to deliver approval of such request within five (5) business days when possible. Grantor shall tailor its request for access so that it does not unreasonably interfere with Grantee’s rights to or use of the Easement Area. Any such access must be consistent with the safety protocols described in Section 12 and Grantee shall cooperate with Grantor to determine how to safely provide access to the Easement Area for purposes of the work to be performed. Grantee shall have the right, but not the obligation, to add appropriate signage to the Improvements, including, without limitation, signs prohibiting access and requiring advance notice and permission prior to entry. Under no circumstances shall Grantor be liable in damages to Grantee, or to any successor, assign, assignee or Mortgagee, including any successor in interest, for Grantor’s failure to request or obtain Grantee’s permission, and Grantee covenants on behalf of itself and its successors and assigns, including successors in interest and any Mortgagee, not to sue for or claim damages against Grantor as a result of Grantor’s breach of the notice requirements in this Section 10.

11. Coordination of Grantor Construction Activities. If Grantor (being either or both SBCTA and City, as the case may be) desires to (i) do any digging or trenching on its property within twenty-five (25) feet of any of Grantee’s columns built as part of the Supporting Facilities or below the Improvements or digging or trenching adjacent to underground utilities or grounding mats (other than minor digging for sprinklers, sign posts, or similar non-substantive digging), or (ii) operate a crane or other equipment in a location and/or configuration which is capable of extending into or above the Aerial Easement Area or within twenty-five (25) horizontal feet of 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 7

Page 864 ends

such Aerial Easement Area, then the Grantor shall give Grantee notice of such intent no later than forty-five (45) days (or for small machinery fifteen (15) days) before such work is to commence, and Grantee shall have fifteen (15) days (or five (5) business days for small machinery) in which to review and comment on the intended work. Grantor shall reasonably consider Grantee’s concerns, but Grantor shall not be prevented from operation, use, or construction on Grantor’s Property, so long as Grantor complies with all applicable standards, laws, regulations, and policies in order to reasonably safeguard the Improvements and rail operations.

12. Safety Protocols. Grantee and Grantor will comply in good faith with all written safety procedures and protocols mutually developed by the Parties, as the same may be amended by the Parties in writing from time to time, and in all events to be prepared prior to the start of construction and rail operations. The Parties acknowledge that additional agencies, including the Federal Railroad Administration and emergency responders, will participate in the development of safety protocols and procedures.

13. Utilities. As between Grantee and Grantor, any required relocation of a utility that interferes with Grantee’s project within the Easement Area is the sole responsibility of Grantee.

Upon written request by Grantee, Grantor will provide utility contact information known to Grantor and make its right-of-way utility staff, if any, reasonably available on a reimbursable basis and Grantee shall pay or reimburse Grantor (within thirty (30) days after delivery (including deemed receipt pursuant to Section 21(a) below) of written demand) for said reasonable cost(s) and expense(s) incurred by Grantor. Grantee shall also be subject to the interest upon late payments as described in Section 6.

14. Termination. In the event (i) Grantee fails to commence construction of either the Improvements within the Easement Area or the adjacent train station within three (3) years of the Effective Date (as will be extended by Grantor if Grantee has made material progress toward meeting the requirements to commence construction), (ii) Grantee fails to complete construction within seven (7) years of the Effective Date (subject to a Force Majeure Event or any extension by written agreement of the Parties) or (iii) if, after commencement or re-commencement of passenger rail service, Grantee fails to actively operate the Improvements for a period of eighteen (18) consecutive months (any period of non-operation due to construction or maintenance work which Grantee is performing with reasonable diligence, or subject to a Force Majeure Event or any extension by written agreement of the Parties is deemed to be operating for the purposes of this item iii) (“Abandonment”), Grantor may, subject to Secti on 14(a) below, after thirty (30) days written notice to Grantee, deem the Easements abandoned and terminate this Agreement; provided, however, Grantor may not terminate this Agreement if Grantee cures the Abandonment by resuming daily passenger rail service within the Easements within the thirty (30) day period after written notice by Grantor. Additionally, Grantor may terminate this Agreement if Grantee fails to comply with this Agreement and then fails to cure such default within thirty (30) days after written notice from Grantor, and then continues to fail to cure such default within five (5) business days following a second written notice from the Grantor sent after the initial 30-day period, with each such notice stating in all capital and bolded letters of at least 12 point font: “FAILURE TO CURE SHALL RESULT IN TERMINATION”; provided, however, the Grantor may not terminate this Agreement if Grantee commences to cure the default during the applicable cure period after written notice by the Grantor and thereafter diligently prosecutes the cure to completion. 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 8

Page 865 ends

(a) Right of Mortgagee to Cure Defaults. Provided that Mortgagee or Grantee has provided Grantor in writing the address for sending notices to the Mortgagee and satisfactory documentation of its status as a Mortgagee, each Mortgagee who has been so identified to the Grantor as a Mortgagee will have the same period, commencing upon written notice to each such Mortgagee of such default, to remedy or cause to be remedied the default complained of as Grantee has hereunder to cure such default, plus an additional ninety (90) days in the case of any other default which is capable of being cured by the Mortgagee (and such ninety (90) day period, upon written notice provided to Grantor within said ninety (90) day period, will be extended for a reasonable period of time to gain possession of the interest of Grantee under the Agreement through legal proceedings if necessary to cure such default, provided the Mortgagee commences the proceedings within one hundred eighty (180) days after the initial written notice by Grantor and thereafter diligently prosecutes such proceedings) which period will be extended as necessary for a Mortgagee to obtain relief from any stay in a bankruptcy proceeding in which Grantee is a debtor, provided the Mortgagee is diligently prosecuting such relief and has assumed the obligations of this Agreement in writing (and such written assumption shall have been delivered to Grantor), and Grantor will accept performance by such Mortgagee within the time specified herein as timely performance by Grantee; provided, however, that (i) nothing contained herein will be deemed to impose upon any Mortgagee the obligation to perform any obligation of Grantee under this Agreement or to remedy any default by Grantee hereunder, and (ii) in the event that the Mortgagee or a third party succeeds to Grantee’s interest under this Agreement pursuant to foreclosure of the Security Agreement, exercise of a power of sale thereunder or a deed in lieu thereof, Grantor waives, as against the Mortgagee or such third party, any default by Grantee that is not susceptible to cure by said Mortgagee or third party due to the default being personal to Grantee, including without limitation and as an example only, an obligation of Grantee to provide a financial statement. For avoidance of doubt, any default that can be cured with the payment of money is susceptible to cure. Any provision of this Agreement to the contrary notwithstanding, no performance by or on behalf of a Mortgagee will cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Property or bound by or liable under this Agreement, unless the Mortgagee is actually in possession of the Property. In addition, the Parties agree that if there is more than one (1) Mortgagee (or collateral assignee), then all cure periods provided in this paragraph will run concurrently. Upon the full and timely performance by Mortgagee of the obligation or obligations the nonperformance of which was the subject of the notice of default given to Mortgagee pursuant to this Section, such default shall be deemed cured and shall no longer give rise to any rights and remedies of Grantor; provided, however, that Mortgagee’s cure of any default under this Agreement by Grantee shall not excuse or waive any future default under this Agreement by Grantee or preclude or limit the exercise of any rights or remedies afforded Grantor under this Agreement as a result of such future default.

Notwithstanding any provision to the contrary contained elsewhere in this Agreement, Grantor will not have the right to terminate this Agreement or re-enter the Property by reason of a default by Grantee that is reasonably susceptible of cure by Mortgagee, during the period specified in this Section 14 in which a Mortgagee is entitled to cure a default by Grantee. (b) In each instance of a default, Grantor may in its reasonable discretion determine that no party with a right to cure is diligently prosecuting a cure to completion; provided, however, that where cure of the subject default has not been completed within three hundred (300) days of Grantor’s first notice to Grantee to cure said default, such a determination shall be deemed reasonable under this Agreement. Should Grantor reasonably determine that no party is diligently 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 9

Page 866 ends

prosecuting a cure to completion, subject to the prior sentence, then all cure periods for the default subject to Grantor’s determination shall be deemed to have run their course and Grantor has the right to immediately terminate this Agreement.

15. Hazardous Materials.
(a) Grantee covenants that it will not handle or transport Hazardous Materials in the Easement Area except for removal, transportation and disposal in compliance with laws regarding excavated soils which are or may be contaminated with Hazardous Materials. As used in this Agreement, the term “Hazardous Materials” means: (a) any substance, products, waste, or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the Hazardous Materials Transportation Conservation and Recovery Act, 42 United States Code Section 1801 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 et seq., all as amended (the above cited California state statutes are hereinafter collectively referred to as “the State Toxic Substances Law”); or any other federal, state, or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, now or at any time hereinafter in effect; (b) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court; (c) petroleum or crude oil, other than petroleum and petroleum products which are contained within regularly operated motor vehicles or passenger trains; and (d) asbestos.

Notwithstanding the foregoing, Grantee may handle and transport Hazardous Materials normally and customarily used in the development, construction and operation of railroad infrastructure, including passenger stations, that are used, stored, transported and disposed of in accordance with all applicable laws, building codes, regulations, ordinances, rules, directives, covenants, or restrictions of record. As an example only, train infrastructure typically entails refueling maintenance vehicles or using cleaning supplies for routine maintenance. (b) Grantee further agrees that, at Grantor’s request, it will furnish Grantor with proof, satisfactory to Grantor, that Grantee is in compliance with all such laws, rules, regulations, orders, decisions and ordinances regarding Hazardous Materials. (c) Notwithstanding anything else contained in this Agreement, Grantee shall indemnify, defend and hold harmless Grantor Entities from and against any and all claims, demands, liabilities, losses, damages, costs and expenses arising out of, resulting from or relating 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 10

Page 867 ends

to injuries to any person, including wrongful death, or damage to property, including without limitation, property of Grantor and Grantee, or otherwise (including without limitation reasonable attorneys’ fees, investigators’ fees, litigation expenses, and mitigation costs) resulting in whole or in part from Grantee’s acts or omissions with respect to Hazardous Materials; provided, however, that the foregoing shall not apply to the extent which a release of Hazardous Materials is the result of Grantor Entities’ negligence or willful misconduct following the Effective Date. Grantee agrees to reimburse Grantor for all reasonable costs of any kind incurred as a result of the Grantee’s failure to comply with this Section, including, but not limited to, judicial or administrative fines, penalties, clean-up and disposal costs, and legal costs incurred as a result of Grantee’s handling, transporting, or disposing of Hazardous Materials on, over, or across the Improvements and or adjacent property.
(d) Grantor shall have the right at any time to inspect the Improvements and Public Improvements in order to monitor Grantee’s compliance with this Agreement, subject to the provisions of Section 10 above.

16. Insurance. Grantee shall obtain and maintain insurance, at its sole cost and expense, as required in Exhibit “C” attached hereto.

17. Indemnity. Grantee shall defend, indemnify and hold Grantor Entities free and harmless of, from and against any and all claims, demands, causes of action, costs, liabilities, expenses, losses, damages or injuries of any kind, including attorneys’ fees and costs, in any manner arising out of, resulting from or relating to any acts, omissions or willful misconduct of or by Grantee or the Grantee Parties in performance of this Agreement, breach, default or failure of performance of this Agreement, including failure of timely performance, use of the Easement Area or the construction, use, or operation of the Improvements or the failure to comply with law, including the failure to comply (or failure of its contractors to comply) with California Labor Code Section 1720 et seq., including without limitation Labor Code Section 1781, which are (a) suffered or incurred by or alleged against Grantor, Grantor Entities and/or any of the Grantee Parties, in law or equity, and/or (b) to persons or property, including death. Grantee shall further defend, indemnify and hold harmless Grantor Entities from any and all claims, demands, lawsuits, writs of mandamus, and other actions or proceedings brought against the Grantor Entities to challenge, attack, seek to modify, set aside, void or annul any Grantor decision made in connection with this Agreement or Grantee’s use of the Easement Area (based on noncompliance with the California Environmental Quality Act or otherwise). Grantee shall defend, with counsel reasonably acceptable to Grantor and at Grantee’s sole expense, any and all aforesaid suits, actions or proceedings, legal or affirmative, which may be brought or instituted against any Grantor Entities.

Grantee shall pay and satisfy any judgment, award or decree that may be rendered against any Grantor Entities. Grantee shall reimburse such parties for any and all legal expenses and costs incurred by one or more of them in connection with this Agreement or the indemnity and/or related rights, remedies and other protections herein provided. Grantee’s obligations hereunder shall survive termination or expiration of this Agreement, and shall not be restricted to insurance proceeds, if any, received by Grantor Entities.

18. Covenant Running With Land. This Agreement shall be deemed a covenant running with the land with respect to the Easement Area, burdening the Easement Area and benefitting and appurtenant to the real property interests owned by Grantee and associated with 4858-4166-4037.27
378683.00002/4-29-24/eeo/mrf 11

Page 868 ends

the HSR System. All of the covenants, obligations, and provisions of this Agreement shall be binding upon and inure to the benefit of successors, legal representatives, assigns and successors- in-interest to the Parties. Every person who now or hereafter owns or acquires any right, title, or interest in and to any portion of the Easement Area shall be conclusively deemed to have notice of this Agreement, whether or not reference to this Agreement is contained in the instrument by which such person acquires an interest in the Easement Area. Therefore, each and every contract, deed or other instrument hereinafter executed, covering or conveying the Easement Area or any portion thereof or interest therein shall conclusively be deemed to have been executed, delivered and accepted subject to this Agreement.

19. Estoppel Certificates. Each of the Parties hereto agrees, promptly following a request from the other Party hereto, to furnish from time to time in writing certificates containing truthful estoppel information and/or confirmations of the agreements, obligations and easements contained in this Agreement, or otherwise appurtenant to this Agreement, in a form and substance reasonably satisfactory to the Party from whom such certificate is sought.

20. Attorneys’ Fees. In the event either Party brings a suit, action, or other proceeding against the other Party that in any way relates to or arises out of this Agreement, each Party shall bear its own legal costs and expenses.

21. Miscellaneous.
(a) Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

Grantee: DesertXpress Enterprises, LLC
8329 W. Sunset Road, Suite 150
Las Vegas, NV 89113
Attn: Legal Department
City: City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: City Manager
SBCTA San Bernardino County Transportation Authority
1170 W. Third Street, 2nd Floor
San Bernardino, CA 92410
Attn: Director of Transit and Rail
Such notice shall be deemed made when delivered by certified mail, return receipt requested, or by reputable overnight messenger delivery service, and addressed to the Party at its applicable address and shall be deemed delivered on the date of delivery or refusal to accept or inability to effect delivery shown on the return receipt, or one (1) business day after delivery to the messenger service for overnight delivery, as applicable.
4858-4166-4037.27
378683.00002/4-29-24/eeo/mrf 12

Page 869 ends

(b) Entire Understanding. This Agreement constitutes the entire understanding between the Parties, and supersedes all offers, negotiations, and other agreements concerning the subject matter contained herein. The recitals are hereby incorporated herein by reference. (c) Invalidity. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(d) Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors of the respective Parties. Except as set forth in Section 7 above, this Agreement may not be assigned by either Party without the prior written consent of the other Party. (e) Governing Law. Except on subjects preempted by federal law, this Agreement will be governed by and construed in accordance with the laws of the State of California. Nothing herein is meant to be or will be interpreted to be a waiver of principles of legal preemption or preclusion that may apply to Grantee because of its status as a common carrier regulated by the federal government.
(f) Venue. Venue for any legal action between the Parties related to this Agreement will be in the Superior Court of San Bernardino County, California or the United States District Court, Central District Court of California. The judgment in any such action may be enforced by any court of competent jurisdiction wherever located. (g) Exhibits. All exhibits attached hereto form material parts of this Time of Essence. Time is of the essence of every provision hereof in which Survival. All defense, indemnity, and payment obligations of Grantee that Agreement.
(h)
time is a factor.
(i)
arise or relate to events occurring prior to the termination of this Agreement shall survive such termination.
(j) Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, should any fire or other casualty, act of nature, earthquake, flood, hurricane (or tropical cyclone), lightning, tornado, epidemic, landslide, war, terrorism, riot, civil commotion, general unavailability of materials, strike, slowdown, labor dispute, governmental laws or regulations, or other occurrence beyond Grantee’s or Grantor’s control prevent performance of this Agreement in accordance with its provisions, provided that such event does not arise by reason of the negligence or misconduct of the performing Party, (a “Force Majeure Event”) then performance of this Agreement by either Party will be suspended or excused to the extent and for a period commensurate with such occurrence.

22. Property Taxes, Including Possessory Interest Taxes. This Agreement creates a possessory interest that may be subject to possessory interest tax (a type of California property tax), and Grantee shall pay any such possessory interest taxes that may be assessed. If the 4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 13

Page 870 ends

Improvements are taxed as an improvement on the Easement Area, Grantee shall, upon demand, pay such taxes allocable to the Improvements, as determined by the taxing authority. Grantor shall reasonably cooperate and assist Grantee, at no costs to Grantor, in efforts to obtain a separate assessment for the Improvements, including executing any reasonably required applications or reasonable documents. Grantee shall pay when due all personal property taxes levied against or relating to the Improvements.
[Signature Page Follows]
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 14

Page 871 ends

The Parties have executed this Agreement as of the date first written above.

CITY: SBCTA: Grantee:

CITY OF RANCHO

CUCAMONGA,
a California municipal
corporation

SAN BERNARDINO
COUNTY

TRANSPORTATION

AUTHORITY,

DESERTXPRESS

ENTERPRISES, LLC,
a Nevada limited liability
corporation
a California county
transportation authority
By: By: By:

L. Dennis Michael
Mayor
City of Rancho Cucamonga
Dawn Rowe Sarah Watterson
President
DesertXpress Enterprises, LLC
Board President
San Bernardino County
Transportation Authority
ATTEST:

By:

Janice C. Reynolds
City Clerk
City of Rancho Cucamonga

APPROVED AS TO FORM APPROVED AS TO FORM APPROVED AS TO FORM By: By: By:

Nicholas R. Ghirelli,
City Attorney
Richards, Watson & Gershon
Julianna K. Tillquist
General Counsel
San Bernardino County
Transportation Authority
David Pickett
Associate General Counsel
DesertXpress Enterprises, LLC
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf 15

Page 872 ends

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
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -N-

Page 873 ends

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
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -N-

Page 874 ends

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
4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -N-

Page 875 ends

EXHIBIT ‘A’
Legal Description of the Grantor’s Property
APN: 0209-272-11 & 0209-272-22
That portion of Parcel 15 of Parcel Map No. 14647 in the City of Rancho Cucamonga, County of San Bernardino, State of California, filed in Book 177, pages 90 through 96, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, together with that portion of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of said County, described as follows:

All that portion of said Parcel 15, together with all that portion of said Rancho Cucamonga Metrolink Station Phase I;
Excepting therefrom that portion lying easterly of the following described line:

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.00 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibit ‘A-1’ attached hereto and made a part hereof.

Preliminary Page 1 of 2
05/13/2024 5:11:55 PM

Page 876 ends

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 5:12:00 PM

Page 2 of 2 ends

Page 877 ends

Preliminary
05/23/2024 10:38:23 AM

Page 878 ends

EXHIBIT “B”

DESCRIPTION OF AERIAL EASEMENT AREA
[SEE ATTACHED]
EXHIBIT “B”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -1-

Page 879 ends

EXHIBIT ‘B’
Legal Description
APN: 0209-272-11
That portion of the land described as Rancho Cucamonga Metrolink Station Phase I, in the Grant Deed recorded October 06, 1994, as Document No. 1994-0409793, of Official Records of San Bernardino County, in the City of Rancho Cucamonga, in said County, State of California, described as follows:

Commencing at the northeast corner of said Section 13 of Township 1 South, Range 7 West, S.B.M., as shown on Parcel Map No. 14647, filed in Book 177, pages 90 through 96, inclusive of Parcel Maps, in the Office of the County Recorder of said County; Thence along the easterly line of said Section 13, as shown on said Parcel Map, South 00°29’50” East 50.00 feet to the easterly prolongation of the northerly line of said Rancho Cucamonga Metrolink Station Phase I;
Thence along said easterly prolongation of said northerly line South 89°43’55 West 30.00 feet to the northeasterly corner of said Rancho Cucamonga Metrolink Station Phase I; Thence along said northerly line South 89°43’55 West 359.09 feet to the Point of Beginning;
Thence continuing along said northerly line South 89°43’55 West 651.28 feet; Thence leaving said northerly line South 02°09’27” East 60.00 feet; Thence North 87°54’30” East 649.57 feet;
Thence North 00°10’37” West 39.29 feet to said northerly line and the Point of Beginning.

Parcel contains 32,283 square feet, more or less.

Excepting therefrom all that portion below a level plane 16.00 feet above the existing ground.

Preliminary

Page 1 of 205 ends

Page 880 ends

The bearings and distances used in the above description are based on the California Coordinate System of 1983, (CCS83), Zone 5, 2010.0 epoch. Divide distances shown by

0.9999392898 to obtain ground distance.

See Exhibit ‘B-1’ attached hereto and made a part hereof.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor’s Act (Bus. & Prof. Code §8700).

Signature: ______________________
Sean M. Smith, PLS 8233
Date: ____________________
Preliminary
05/13/2024 5:16:27 PM

Page 2 of 2 ends

Page 881 ends

Preliminary
05/13/2024 5:16:30 PM

Page 882 ends

EXHIBIT “C”
Required Insurance
(a) Prior to Construction. On or before Grantee’s entry onto the Easement Area, Grantee shall procure and maintain, at its sole cost and expense, the following insurance:
(1) Commercial General Liability (CGL) with a limit not less than twenty-five million dollars ($25,000,000) per each occurrence and a general aggregate limit of not less than twenty-five million dollars ($25,000,000) providing coverage for bodily injury, property damage, and personal injury through any combination of primary and excess or umbrella liability insurance policies with limits restating annually. The CGL insurance must be written on an ISO occurrence form CG 00 01 04 13 or (with approval from Grantor) substitute forms at least as broad as CG 00 01 04 13 coverage. All excess or umbrella policies must be “follow form” and afford no less coverage than the primary policy. Such CGL must provide coverage to the Indemnified Parties as additional insureds using ISO Additional Insured Endorsement CG 20 26 and CG 20 24, or their equivalent. Coverage shall be provided to the Indemnified Parties for claims proximately caused by reason of the uses authorized by this Agreement and the location and placement of improvements within the Easement Area, unless caused by an Indemnified Party’s gross negligence or willful misconduct.
(b) Insurance During Construction. Prior to commencing physical construction within the Easement Area, Grantee shall procure or cause to be procured and maintained throughout construction the following insurance coverage:
(1) Liability Insurance. Commercial General Liability (CGL) with a limit not less than three hundred million dollars $300,000,000 each occurrence, three hundred million dollars ($300,000,000) products and completed operations aggregate, and a general aggregate limit of not less than three hundred million dollars ($300,000,000) providing coverage for bodily injury, property damage, and personal injury through any combination of primary and excess or umbrella liability insurance policies with one reinstatement general aggregate limit for the period of the policy(ies) term. Such policies must be project-specific with dedicated limits to the Project. The CGL insurance must be written on an ISO occurrence form CG 00 01 04 13 or (with approval from Grantor) substitute forms providing equivalent coverage.

All excess or umbrella policies must be “follow form” and afford no less coverage than the primary policy. Such CGL must cover the Indemnified Parties as additional insureds using ISO Additional Insured Endorsement CG 20 26 (or CG 20 26, CG 20 24, and 20 10 with the restriction that the work is being done for or on behalf of an additional insured removed from the endorsement accompanied by 20 37 or equivalent forms and subject to market availability with approval from SBCTA providing coverage to the additional insured for completed operation losses with the restriction that the work is being done for or on behalf of an additional insured removed from the endorsement). Coverage must be provided to the Indemnified Parties for claims proximately caused by reason of the uses authorized by this Agreement, unless caused by an Indemnified Party’s gross negligence or willful misconduct.

EXHIBIT “C”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -1-

Page 883 ends

The policy or policies shall be endorsed to remove exclusions pertaining to any railroads.

There must not be any endorsement or modification of the CGL limiting the scope of coverage for liability assumed under an insured contract. Completed operations coverage must extend for as long as there is any exposure to liability under a statute of repose or any other applicable statute of limitations. If completed operations coverage through the end of statutory exposure is not commercially available, completed operations coverage must extend for at least ten (10) years from the completion date of the Project. All excess or umbrella policies must contain a drop-down clause in the event of exhaustion of primary limits and provide coverage for primary CGL. (2) Commercial Automobile Insurance. During all phases of the Project, Grantee shall provide evidence of commercial business auto coverage written on ISO form CA 00 01 10 01 (or, with approval from Grantor, substitute form providing equivalent liability coverage) with a limit not less than one million dollars ($1,000,000) for each accident. Such insurance must cover liability arising out of any auto (including owned, hired, and non-owned autos). The policy must contain an endorsement for coverage to operations in connection with a railroad and an endorsement to cover liabilities arising out of the Motor Carrier Act - Hazardous materials clean up (MCS-90) with a sublimit of no less than one million dollars ($1,000,000).

During all phases of the Project, Grantee shall require its general contractor to provide (and shall ensure that its general contractor does provide) evidence of commercial business auto coverage written on ISO form CA 00 01 10 01 (or, with approval from Grantor, substitute form providing equivalent liability coverage) with a limit not less than twenty-five million dollars ($25,000,000) for each accident. Such insurance must cover liability arising out of any auto (including owned, hired, and non-owned autos) and can be satisfied by a combination of primary and excess and/or umbrella policies. The policy(ies) must contain an endorsement for coverage to operations in connection with a railroad and an endorsement to cover liabilities arising out of the Motor Carrier Act - Hazardous materials clean up (MCS-90) with a sublimit of no less than one million dollars ($1,000,000). All excess or umbrella policies shall contain a drop-down clause in the event of exhaustion of primary limits and provide coverage for primary auto liability. (3) Workers’ Compensation and Employers Liability Insurance.

During all phases of the Project, Grantee shall provide evidence of Workers’ Compensation insurance as required under California statute including coverage for Employer’s Liability with limits of at least one million dollars ($1,000,000) each accident, one million dollars ($1,000,000) each employee by disease, and a policy limit of one million dollars ($1,000,000) by disease. The excess liability policy must include employer’s liability coverage limits to at least twenty-five million dollars ($25,000,000) and can be satisfied by a combination of primary and excess and/or umbrella policies.

The workers’ compensation policies must provide the following:
a. A waiver of subrogation in favor of Grantor and the Indemnified Parties; b. A provision extending coverage to all states’ operations; c. A voluntary compensation endorsement;
EXHIBIT “C”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -2-

Page 884 ends

d. An alternative employer endorsement, if applicable to Grantee operations;
e. Coverage for liability under the United States Longshore and Harbor Workers’ Compensation Act on an “if any” basis or as otherwise appropriate;
f. Coverage for liability under Title 46 of the U.S.C. § 688 (“Jones Act”) on an “if any” basis or as otherwise appropriate; and
g. An endorsement extending the policy to cover the liability of the insureds under the Federal Employer’s Liability Act on an “if any” basis or as otherwise appropriate.
(4) Professional Liability Insurance. During all phases of the Project, Grantee shall provide evidence of professional liability insurance, including prior acts coverage sufficient to cover all claims arising out of any professional services, including without limitation engineering, architectural, or land surveying work required in constructing the Project on the Easement Area, procured, and maintained by those third parties performing such work for or on behalf of Grantee. For the lead design contractor for the improvements in privity with Grantee, the coverage must not be less than ten million dollars ($10,000,000) per claim and in the aggregate. For environmental assessments, land surveying work and any other site work, the coverage must not be less than two million dollars ($2,000,000) per claim and in the aggregate.

For architectural, geotechnical engineers, and electrical engineers, the coverage must not be less than two million dollars ($2,000,000) per claim and in the aggregate. For structural engineers and civil engineers relating to the Project, the coverage must not be less than five million dollars ($5,000,000) per claim and in the aggregate. Grantee shall also require any member of its design build team, any subconsultant, or any subcontractor performing professional design services for any portion of the Project, to obtain and maintain (and shall ensure that they do obtain and maintain) professional liability insurance providing the same coverage, with limits of at least one million dollars ($1,000,000) per claim and in the aggregate. Grantee shall procure and maintain a project specific Owner’s Protective Professional Indemnity (OPPI) policy that provides coverage with limits of at least twenty-five million dollars ($25,000,000) per claim and in the aggregate for claims arising out of the liability of design and construction professionals. Such coverage must include coverage for claims filed directly against Grantee by third-parties alleging negligence (arising from professional services of design firms).

No self-insured retention for Grantee or any lead design entity is permitted to exceed five hundred thousand dollars ($500,000), unless commercially unavailable and without prior written approval from Grantor, in its good faith discretion. Coverage must apply specifically to professional activities performed or contracted by Grantee in support of the Project. The policy(ies) must have a retroactive date consistent with the inception of the first date of design or project or construction management activities, and no later than the date on which any contract or subcontract was issued. Grantee agrees to maintain or to require its design professionals, subconsultants, or design-build subcontractors to maintain (and shall ensure that they do maintain), as appropriate, this required coverage for a period of no less than three years after the EXHIBIT “C”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -3-

Page 885 ends

commencement of revenue service or to purchase an extended reporting period for no less than three years after the commencement of revenue service. If the contractor is working with a separate lead design entity, contractor must (and Grantee shall ensure that contractor does) require the lead design entity to agree to maintain this coverage for a period of no less than three (3) years after the commencement of revenue service or to purchase an extended reporting period for no less than three (3) years after the commencement of revenue service. (5) Contractor’s Pollution Liability. Grantee shall procure or cause to be procured contractor’s pollution liability (“CPL”) coverage throughout the period of construction. Coverage must be provided by a stand-alone policy with Project dedicated limits of no less than twenty-five million dollars ($25,000,000) per occurrence and twenty-five million dollars ($25,000,000) in the aggregate per policy period dedicated to the Project. Coverage must be written on an occurrence basis and extended for a minimum ten (10) year period with a separate limit available exclusively to the Project. The CPL policy must include coverage for investigation, removal, and remediation costs including monitoring or disposal of contaminated soil, surface water, groundwater or other media to the extent required by environmental laws caused by pollution conditions resulting from or exacerbated by covered operations; third-party bodily injury and property damage, provided that the third-party property damage liability coverage includes loss of use of damaged property or of property that has not been physically injured or destroyed, resulting from pollution conditions caused by or from conditions exacerbated by covered operations. The policy must have no exclusions or limitations for loss occurring over water including but not limited to a navigable waterway or for lead or asbestos. Coverage as required in this Section shall apply to sudden and non-sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants. The CPL policy must also provide coverage for losses due to loading, unloading or transportation and liability imposed by off-site disposal of materials at a third-party disposal site including testing, monitoring, measuring operations or laboratory analysis and remediation. If the scope of work includes the disposal of any hazardous or non-hazardous materials from the job site, Grantee shall furnish Grantor evidence of pollution legal liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting the materials, with coverage in minimum amounts of five million dollars ($5,000,000) per loss and an annual aggregate of five million dollars ($5,000,000). (6) Railroad Protective Liability. Grantee shall provide, or cause to be maintained, any coverage as may be required by any railroad as a condition of the railroad’s consent for entry onto railroad facilities or property. Such policy shall be effective during the period any construction is being performed within 50 feet of any railroad ROW. Coverage shall be written on Insurance Services Office occurrence Form CG 00 35 (or, with approval from Grantor, substitute form providing equivalent coverage) on behalf of any railroad as a named Insured, with a limit specified by any railroad. 20.2.1.7. Aircraft Liability. If applicable, Grantee shall procure, or cause to be procured and maintained, aircraft liability insurance with a limit of not less than ten million dollars ($10,000,000) per occurrence in all cases where any aircraft is used on the Project that is owned, leased or chartered by any contractor-related entity or its subcontractors of any tier, protecting against claims for damages resulting from such use. Any aircraft intended for use in performance of the work, the aircraft crew, flight path and altitude, including landing of any aircraft on the Project or on any property owned, rented or leased by EXHIBIT “C”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -4-

Page 886 ends

Grantor or any of the Indemnified Parties is subject to review and written acceptance by Grantor prior to occurrence of any such usage. If any aircraft are leased or chartered with crew and/or pilot, evidence of non-owned aircraft liability insurance is acceptable in lieu of the coverage listed above but must be provided prior to use of the aircraft.
(7) Builder’s Risk Insurance. Grantee shall, upon
commencement of construction and with approval of Grantor, obtain and maintain a policy of builder’s risk insurance for the Project. Coverage shall be written on an “all risk” basis and provided through a stand-alone policy dedicated solely to the Project. The insureds must include the contractor, all subcontractors (excluding those solely responsible for design work) of any tier, suppliers, and Grantor. Coverage must include property owned by Grantor and the Indemnified Parties that is part of the Project and must not be limited by use of the phrase “as their interests may appear.” The policy must cover all property, roads, buildings, bridge structures, other structures, fixtures, materials, supplies, foundations, pilings, machinery and equipment (excluding contractor’s equipment) that are part of or related to the portions or elements of the Project, and the works of improvement, including permanent and temporary works and on-site materials, and including goods intended for incorporation into the works located at the Easement Area, in storage or in the course of transit to the Easement Area and all improvements that are within the Easement Area.

The builder’s risk policy must include coverage for:
a. Any ensuing loss from faulty workmanship or nonconforming work, including L.E.G. 3 wording;
b. Machinery accidents and operational testing involving equipment covered by the policy;
c. Removal of debris, with a sublimit of twenty-five percent (25%) of the loss subject to a limit of twenty-five million dollars ($25,000,000) and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project;
d. Transit, including ocean marine coverage (unless insured by the supplier or through a separate marine cargo policy), with sub-limits sufficient to insure the full replacement value of any key equipment item;
e. Replacement value of any property or equipment stored either on or off the Easement Area;
f. Coverage limits sufficient to insure for the following perils subject to applicable sub- limits for these perils based on the probable maximum loss of the insured property:
• Collapse;
• Terrorism;
• Earthquake;
EXHIBIT “C”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -5-

Page 887 ends

• Flood;
g. Plans, blueprints and specifications; and
h. Demolition and increased cost of construction as required by law or ordinance subject to applicable sub-limits.

There must be no coinsurance penalty provision in any such policy. All deductibles or self- insured retentions must be the sole responsibility of Grantee.

The policy must provide a “severability of interests provision,” “multiple insured’s clause” or similar wording that the policy is to apply to each insured as if a separate policy had been issued to each insured except as to limits.

Grantee shall also require the general contractor and its subcontractors to procure and maintain (and shall ensure that they do procure and maintain) coverage for tools and equipment owned, leased or used by the general contractor or subcontractors in the performance of their work under this contract.

Upon completion of construction of the Project and prior to commencing operations of the Project within the Easement Area, Grantee shall provide evidence of “all risk” property insurance covering the Project/Improvements, with coverage sufficient to cover the probable maximum loss of such improvements and alterations made by Grantee pursuant to the terms hereof, which must include “all risk” coverage using the ISO Causes of Loss - Special Form or (with approval from Grantor) its equivalent, as well as flood insurance, subject to applicable sub-limits for natural hazard exposures based on the probable maximum loss of such improvements. (c) Insurance During Operations. Upon the commencement of revenue service operations, Grantee shall procure and maintain, at its sole cost and expense, Commercial General Liability (CGL) with a limit not less for personal injury, death, and property damage in an amount not less than three hundred twenty-three million dollars ($323,000,000), or such other limit of liability as Congress may establish from time to time applicable to Grantee’s passenger rail operations. Such policy or policies must provide coverage to all Indemnified Parties as additional insureds. All excess or umbrella policies must be “follow form” and afford no less coverage than the primary policy and the policies up to three hundred twenty-three million dollars $323,000,000 must include one reinstatement limit for the period of the policy(ies) term. (d) Self Insurance. The policy or policies under which coverage required by this Agreement is provided may include a deductible or self-insured retention not in cumulative excess of ten million dollars ($10,000,000) on the condition that:
(1) Each insurance policy expressly provides that the obligations of the policy issuer to Grantor as an additional insured are not to be diminished in any way by Grantee’s failure to pay its deductible or self-insured retention obligation for any reason; EXHIBIT “C”4858-4166-4037.27
378683.00002/4-7-24/eeo/mrf -6-

Page 888 ends

Rancho Cucamonga City CouncilJune 5, 2024

Rancho Cucamonga City Council
June 5, 2024