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Home My WebLink About1052 - OrdinanceORDINANCE NO. 1052 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT DRC2022-00266 BETWEEN THE CITY OF RANCHO CUCAMONGA AND CP LOGISTICS VINEYARD LLC TO FACILITATE THE DEVELOPMENT OF THREE NEW WAREHOUSE BUILDINGS TOTALING APPROXIMATELY 982,096 SQUARE FEET ON AN APPROXIMATE 45.96-ACRE PROJECT SITE BOUND BY 9TH STREET TO THE NORTH, BAKER AVENUE TO THE WEST, VINEYARD AVENUE TO THE EAST, AND ADJACENT TO 8TH STREET TO THE SOUTH; AND MAKING FINDINGS IN SUPPORT THEREOF — APN: 0207-271-25, -27, -39, -40, -89, -93, -94, -96, AND -97 A. Recitals, 1. WHEREAS, CP Logistics Vineyard LLC (the "Applicant"), filed an application for and negotiated the terms of Development Agreement DRC2022-00266, as described in the title of this Ordinance and attached hereto as Exhibit 1. Hereinafter in this Ordinance, the subject development agreement is referred to as the "application" or the "Development Agreement'; and 2. WHEREAS, On November 12, 2025, the Planning Commission of the City of Rancho Cucamonga conducted a duly noticed public hearing on the application and concluded said hearing on that date at which point the Planning Commission voted 4 in favor and 1 against to recommend that the City Council approve Development Agreement DRC2022-00226; and 3. WHEREAS, On December 17, 2025, the City Council conducted a duly noticed public hearing, concluded said hearing on that date, and thereafter introduced for first reading this Ordinance; and 4. WHEREAS, All legal prerequisites prior to the adoption of this Ordinance have occurred. B. Ordinance. NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does ordain as follows: SECTION 1. The City Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Ordinance are true and correct. SECTION 2. Based upon the substantial evidence presented to the City Council during the above -referenced public hearing on December 17, 2025, including written and oral staff reports, together with public testimony, the City Council hereby specifically finds as follows: a. The application applies to the approximately 45.96-acre project site which comprises nine parcels, APN: 0207-271-25, -27, -39, -40, -89, -93, -94, -96, and -97. The project site is bounded by 9th Street to the north, Baker Avenue to the west, Vineyard Avenue to the east, and is adjacent to 8th Street to the south. The project site is currently vacant, with the exception of an existing cell tower, located approximately 300 linear feet west of Vineyard Avenue along the project's southern property line, which would remain and not be removed. The project site also Ordinance No. 1052 - Page 1 of 5 contains a vacant historic structure on the west side of the site at 8803 Baker Avenue (the "Baker House"); and b. Concurrent with this application, the Applicant has also applied for a Tentative Parcel Map (SUBTPM20173) to consolidate the existing nine parcels into four new parcels, Design Review (DRC2019-00742), Conditional Use Permit (DRC2022-00009) and Certificate of Appropriateness (DRC2019-00854) to permit the use and construction of the proposed project; and C. Development of the project is governed by the City's General Plan, Development Code, all entitlements associated with the project, and the subject Development Agreement between the City and Applicant; and d. The existing Land Use, General Plan and Zoning Designations for the project site and adjacent properties are as follows: Land Use General Plan Zoning Site Vacant Neo-Industrial Employment (N1) Neo-Industrial (NI) District Industrial Employment Neighborhood Center, Neo- (IE), Neo-Industrial Industrial, Industrial Employment (NI), (NI), Parks (P), North Residential, Open Suburban Neighborhood Low, Neighborhood General Space Industrial Employment (IE), 3-Limited (NG3-L), General Open Space and Flood Control/Utility Facilities (OS) Corridor (FCIUC), Medium Residential (M) BNSF Railway, Neo-Industrial (NI); Industrial, Neo-Industrial Employment (NI); Neighborhood South Residential, Low Density Residential (within Commercial (CN) Neighborhood Ontario), Neighborhood (within Ontario), Low Commercial Commercial (within Ontario) Density Residential (LDR5) (within Ontario) West Residential Traditional Neighborhood District Low Medium Residential (LM) East Industrial and Open Space (OS) and Neo- Flood Control/Utility Corridor (FC/UC), Neo- Cucamonga Creek Industrial Employment (NI) Industrial (NI) e. The project is for the development of three new industrial warehouse buildings on four new parcels of land: Building 1 will total approximately 611,574 square feet including office space of approximately 4,000 square feet, Building 2 will total approximately 107,541 square feet including office space of approximately 4,000 square feet, and Building 3 will total approximately 262,981 square feet including potential office space of approximately 5,000 square feet . The project provides 362 parking stalls and 168 trailer parking stalls; and Ordinance No. 1052 - Page 2 of 5 f. The project also includes the retention, rehabilitation and reuse of the Baker House, in compliance with the Secretary of Interior Standards for the Treatment of Historic Properties for use by the City as a community center. Pursuant to the Certificate of Appropriateness (DRC2019-00854), the City will review the rehabilitation and future use in conformance with the City's Historic Preservation Ordinance. g. As part of the Project, and in accordance with the California Environmental Quality Act ("CEQA"), the City has prepared Environmental impact Report SCH No. 2019110456 (EIR), which analyzed the potential environmental impacts of the project and related approvals; and h. Pursuant to Section 17.22.060 of the Development Code, Development Agreements have been determined to be beneficial to the public in that: i. Development Agreements increase the certainty in the approval of development projects, thereby preventing the waste of resources, reducing the cost of development to the consumer, and encouraging investment in and commitment to comprehensive planning, all leading to the maximum efficient utilization of resources at the least economic cost to the public. ii. Development Agreements provide assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval, thereby strengthening the public planning process, encouraging private participation in comprehensive planning, and reducing the economic costs of development. iii. Development Agreements enable the City to plan for and finance public facilities, including, but not limited to, streets, sewerage, transportation, drinking water, school, and utility facilities, thereby removing a serious impediment to the development of new housing. i. The proposed Development Agreement Amendment is being made and entered into for the project to ensure that the above three goals are fulfilled; and j. The project complies with all requirements of the Development Code including setbacks, parking, design, and landscape coverage. SECTION 3. Based upon the substantial evidence presented to the City Council during the above -referenced public hearing and upon the specific findings of facts set forth in Sections 1 and 2 above, the City Council hereby finds and concludes as follows: a. The proposed project is consistent with the General Plan. The project site comprises nine parcels: APN: 0207-271-25, -27, -39, -40, -89, -93, -94, -96, and -97. The General Plan designation for each of the nine parcels is Neo-Industrial Employment (NI) District, which permits the proposed industrial use. b. The proposed use is in accord with the objective of the Development Code and the purposes of the district in which the site is located. Wholesale and Distribution Medium, Distribution/Fulfillment Center, Large, E-Commerce Distribution, Storage warehouse, and Manufacturing, Light -Large are permitted within the Neo-Industrial (NI) District subject to the Ordinance No. 1052 - Page 3 of 5 approval of a Conditional Use Permit. Conditional Use Permit DRC2022-00009 was submitted for the operation of the uses listed above. C. The proposed use is in compliance with each of the applicable provisions of the Development Code. The uses listed above are permitted within the Neo-Industrial Employment (NI) District upon the approval of a Conditional Use Permit. The project complies with all other development criteria outlined in the Development Code including setbacks, parking and design. d. The proposed use is in conformance with the City's Historic Preservation Ordinance. Pursuant to the Certificate of Appropriateness (DRC2019-00854), the City will review the rehabilitation and future use of the Baker House to require conformance with the City's Historic Preservation Ordinance. e. The proposed use, together with the conditions applicable thereto, will not be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. The related environmental review outlines potential environmental impacts related to the project and identifies project -specific mitigation measures that reduce these impacts to less -than -significant. The proposed use will not be detrimental to the public health, safety, or welfare, or be materially injurious to properties or improvements in the vicinity. SECTION 4. The Development Agreement, in addition to the Tentative Parcel Map, Design Review, Conditional Use Permit and Certificate of Appropriateness (collectively, the "Project") were environmentally reviewed pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines. Pursuant to CEQA Guidelines Section 15060(d), the City determined that an EIR would clearly be required for the Project, and therefore prepared an environmental impact report (EIR) that focused on the potentially significant effects of the Project. By separate Resolution No. 2025-101, the City Council has: (i) made the required CEQA findings and determinations, (ii) certified the Final EIR, and (iii) adopted a Mitigation Monitoring and Reporting Program for the Project. Resolution No. 2025-101, is incorporated herein by reference, and made a part hereof as if fully set forth herein. The documents and other materials that constitute the record on which this determination was made are located in the Planning Department and are in the custody of the Planning Director. Further, the mitigation measures set forth therein are made applicable to the Project. SECTION 5. On the basis of the foregoing and the totality of the administrative record before it, the City Council hereby approves Development Agreement DRC2022-00266 as shown in Exhibit 1. SECTION 6. If any section, subsection, subdivision, paragraph, sentence, clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared unconstitutional, invalid, or ineffective. SECTION 7. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be published in the manner prescribed by law. Ordinance No. 1052 - Page 4 of 5 1 1, 11 1 '1 1 IF j'Ill III I'lli'l ''I il MLZMIM� la "Al. tfw " kl� im Sevy, Cdy derk k 1, Kim Sevy, City Clerk of the City of Rancho Cucamonga, California, do here certify that the foregoing Ordinance was introduced at a Regular Meeting of the City Council 'I the City of Rancho Cucamonga held on the 17 th day of December 2025, and was passed at a I Regular Meeting of the City Council of the City of Rancho Cucamonga held on the 21s' day o January 2026� AYES: Hutchison, Kennedy, Michael, Scott, Stickler &3.' jr- _]61LA31114 MENNEElffoT EXHIBIT 1 Development Agreement RECORDING REQUESTED BY City of Rancho Cucamonga AND WHEN RECORDED MAIL DOCUMENT TO: NAME City Clerk STREET ADDRESS 10500 Civic Center Dr. Z�PCODE Rancho Cucamonga, CA 91730 SPACE ABOVE FOR RECORDER'S USE ONLY Development Agreement No. DRC2022-00266 Title of Document il THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION Record at the Request of and when Recorded Mail to: Kim Sevy City Clerk 10500 Civic Center Drive Rancho Cucamonga, California 91730 APNs: 0207-271-25, -27, -39, -40, -89, -93, - 94, -96, and -97 DEVELOPMENT AGREEMENT NO. DRC2022-00266 REGARDING THE 9TH AND VINEYARD WAREHOUSE DEVELOPMENT PROJECT, RANCHO CUCAMONGA, CALIFORNIA THIS DEVELOPMENT AGREEMENT (this "Agreement" or this "Development Agreement") is made and entered into as of the "Effective Date" set forth herein, by and between CP LOGISTICS VINEYARD LLC, a Delaware limited liability company ("Developer"), and the CITY OF RANCHO CUCAMONGA, a California municipal corporation ("City"). RECITALS Section I. On December 17, 2025 the City Council of the City of Rancho Cucamonga ("Council") adopted the following resolutions: A. Resolution 2025-101, approving Conditional Use Permit DRC2022-00009 (inclusive of following uses to be vested in perpetuity and approved separately via either a Conditional Use Permit ("CUP") or Minor Use Permit ("MUP"): Wholesale and Distribution, Medium (CUP); Distribution/Fulfillment Center, Large (MUP); E-Commerce Distribution (CUP); Storage Warehouse (CUP); Manufacturing, Light — Large (MUP)); and B. Resolution 2025-101, approving Design Review DRC2019-00742; and C. Resolution 2025-101, approving Tentative Parcel Map SUBTPM20173; and D. Resolution 2025-101, approving Certificate of Appropriateness ❑RC2019-00854; and E. Resolution 2025-101, certifying, after making appropriate finding, Environmental Impact Report ("EIR") identified as SCH No. 2019110456. Section 2. Collectively, the Resolutions identified in Section 1 of the recitals (collectively, "Project Entitlements") amended the City's land use regulations to permit the redevelopment of the site with three industrial buildings with warehouse distribution uses and ancillary office space, including the 611,574 square -foot ("sf') in Building 1, 107,541 sf in Building 2, and 262,981 sf in 11231-0267\3136111 v 15.doc Building 3, along with the construction of internal drive aisles, parking, on -site landscaping,,, lighting, and utility connections, Section 3. California Government Code Section 65864, et seqauthorizes cities to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property. Developer is owner of the Site, as defined below and generally described as a 45.96-acre site bound by 9th Street to the north, Baker Avenue to the west, Vineyard Avenue to the east, and adjacent to 8th Street to the south, in the City of Rancho Cucamonga, San Bernardino County, California comprising tax Assessor Parcel Numbers (APNs) 0207-271-25, -27, -39, -40, -89, -93, -94, -96, and -97, and has a legal interest in the real property subject to this Agreement. Section 4. City and Developer mutually desire to enter into this Development Agreement to implement the Project. Section 5. On January 21, 2026, City adopted its Ordinance No, 1052 (the "Approving Ordinance"), thereby approving this Development Agreement between the City and Developer, which is effective as of J00AN 211 207-Lp . All requirements of the California Environment Quality Act have been met with r6spect to the Project. Project Entitlements, and this Agreement. and this Agreement is consistent with the City's General Plan. NOW, THEREFORE, the parties hereto agree as follows: Section 1. Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meaning: "Approving Ordinance" means Ordinance 1052, which approved this Agreement. "Baker House" means the abandoned home located on west side of the Site and having an address of 8803 Baker Avenue. "Building I " means the 611,574 sf building identified as "Building I" in the Development Plan. "Building 2" means the 107,541 sf building identified as `'Building 2" in the Development Plan. "Building 3 )"means the 262,981 sf building identified as "Building 3" in the Development Plan. "City" means the City of Rancho Cucamonga, "Developer" means CP Logistics Vineyard LLC, a Delaware limited liability company, "Development Plan" means those plans.. specifications, and images attached hereto, collectively marked as Exhibit "B" and incorporated herein by this reference. "Effective Date" means the date that this Agreement is executed by the City and Developer as set forth on the signature page hereto, and the Approving Ordinance becomes effective. tl� -2- 11231-0267\31361 H v I S.doc "Material Handling Equipment" means all equipment intended for use in connection with. the Project's operation for the purpose of loading or unloading goods and materials, including all forklifts. "Project" means the proposed development of the Site, consistent with the terms and conditions of the Project Entitlements. "Project Entitlements" mean the Resolutions described in recital Sections 1 through 2. "RC Fiber" means the high speed broadband intereet service and corresponding fiber-optic infrastructure City provides and operates. "Sidewalks" means the sidewalks identified by the City in the area bounded by Arrow Route, Grove Avenue, 8'h Street, and Vineyard Avenue. "Site" means the real property that is the subject of the Project Entitlements and as legally described, depicted and identified in Exhibit "A-l" and Exhibit "A-2". "Traffic Calming" means traffic calming enhancements/improvements the area bounded by Arrow Route, Grove Avenue, 8t1i Street, and Vineyard Avenue. "Trees" means the trees identified by the City within the area bounded by Arrow Route, Grove Avenue, 8th Street, and Vineyard Avenue. Section 2. Recitals. The recitals are part of this Agreement and shall be enforceable as any other provision of this Agreement. Section 3. Interest of Developer. Developer warrants and represents that, as of the Effective Date, it will have legal title to or an equitable interest in the Site; that it has full legal right to enter into this Agreement; and that the persons executing this Agreement on behalf of Developer have been duly authorized to do so. Section 4. Binding Effect of Agreement. Developer hereby subjects the Project and the Site to the covenants, reservations, and restrictions as set forth in this Agreement. The City and the Developer hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Developer's successors and assigns in title or interest to the Project. Each and every contract, deed or other instrument hereinafter executed, covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations and restrictions expressed in this Agreement, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. The City and Developer hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Site by Developer and the future occupants of the Project, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which this Agreement is adopted. -3- 11231-0267\3136111v15 doc Section 5. Relationship of Parties. It is understood that the contractual relationship between City and Developer is such that City and Developer are each an independent party and neither is the agent or partner of the other for any purpose whatsoever and neither shall be considered to be the agent or partner of the other for any purpose whatsoever. Section 6. Term of Agreement. A. The term of this Agreement shall commence on the Effective Date and shall continue for eight (8) consecutive calendar years thereafter, unless the Term is otherwise terminated, modified, or extended in accordance with the provisions of this Agreement. So long as there are no material changes to the Project, the Developer is not then in breach beyond the notice and cure periods set forth in this Agreement, and the Developer has made all payments to the City as required pursuant to this Agreement, Developer has an option to extend the Term one time for an additional two (2) years upon mutual consent of the Parties. To exercise this option, Developer must, no less than ninety (90) days' prior to the expiration of the Term, both: (i) provide City with written notice of the intent to exercise the option and (ii) pay to City one million dollars ($1,000,000.00). Upon receipt of such notice and payment, City will provide written confirmation that the Developer's option to extend the Term has been exercised and accepted. The Term shall not be extended until City provides written confirmation to Developer. B. Notwithstanding Subsection A above, this Agreement and the Project Entitlements shall terminate unless Developer obtains a building permit for the construction of the Project or the Baker House Improvements defined below within three (3) calendar years after the Effective Date and then construction commences on the Project or the Baker House hmprovements within five (5) calendar years after the Effective Date. If Developer fails to perform by either (i) not obtaining a building permit for construction, or (ii) not commencing construction in accordance with the preceding sentence, then the Agreement and the Project Entitlements shall be of no further force or effect and City shall have no further obligations under this Agreement or to return any fees collected by City pursuant to this Agreement. For the avoidance of doubt, if Developer (i) obtains a building permit for construction of the Balser House Improvements within three (3) calendar years after the Effective Date, and (ii) commences construction on the Baker House Improvements within five (5) calendar years after the Effective Date, then this Section 6(B) shall no Ionger be in effect or otherwise enforceable. Section 7. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties to provide for the timing of development resulting in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that Developer shall have the right (without obligation), subject to the provisions of this Agreement, to complete the Project in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment. Section 8. Assignment. In the event of a proposed transfer of interest in the Site or any portion thereof or in this Agreement by Developer to a transferee, Developer agrees to comply with the following conditions: -4- 11231-026713136111v15.doc (i) At least thirty (30) days prior to any such assignment, Developer shall provide the City with written notice thereof along with written evidence and documentation, of a form and substance reasonably satisfactory to the City, demonstrating the experience, capability, competence, and financial ability of the proposed assignee to carry out and complete the Development Plan and comply with the terms of this Agreement. (ii) At least thirty (30) days prior to any such assignment, Developer shall also provide evidence that the transferee will assume in writing through an assignment and assumption agreement all remaining obligations of Developer under this Agreement. The assignment and assumption agreement shall be in a form reasonably satisfactory to the City Attorney. (iii) The City Manager shall have consented to the assignment of this Agreement, which consent will not be unreasonably withheld or conditioned. Any assignment of this Agreement not made in strict compliance with the foregoing conditions shall constitute an event of default by the Developer pursuant to Section 18. Notwithstanding the foregoing, the terms, covenants and conditions of this Agreement shall be binding upon any transferee whether or not such an assignment and assumption agreement is signed by the assignee upon acquiring the Property. Section 9. General Standards and Restrictions Pertaining to Development of the Site. The following specific restrictions shall apply to the use of the Site pursuant to this Development Agreement: A. Developer shall have the right to develop the Project on the Site in accordance with the terms and conditions of this Agreement and City shall have the right to control development of the Site in accordance with the provisions of this Agreement. B. The type, density, intensity, configuration of uses allowed, size, and location of buildings and other improvements and provisions for the reservation or dedication of land for public purposes, location of public improvements, together with other terms and conditions of development applicable to the Site, shall be as set forth in this Development Agreement, including the Development Plan. C. Public improvements including, but not limited to landscaping, irrigation, sidewalk, and traffic improvements; as set forth in the Development Plan, if any, shall be installed by the Developer. Section 10. Effect of City Regulations on Development of Project. Except as expressly provided in this Agreement, all substantive and procedural requirements and provisions contained in City's ordinances, specific plans, rules and regulations, including, but not limited to, the Rancho Cucamonga Municipal Code and Zoning Ordinance, in effect as of June 23, 2021, the date the City considered the Development Plan to be deemed complete, shall apply to the construction and development of the Project. The foregoing sentence does not apply to Conditional Use Permit DRC2022-0009, which covers the uses of the Project contemplated by this Agreement. -5- 11231.026713136111v15,doc A. The provisions of this Section 10 shall not preclude the application to the development of the Site those changes in City ordinances, regulations, plans, or specifications which are specifically mandated and required by changes in state or federal laws or regulations as provided in California Government Code Section 65869.5 or any successor provision or provisions. In the event such changes in the law prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended or performance thereof delayed, as may be necessary to comply with such changes in the lain. B. The category of Development Impact Fees ("DIF") applicable to the Project and attached as Exhibit "D" shall be those in effect as of the Agreement's Effective Date; however the existing DIF and other development fees associated with the construction and development of the Project, including but not limited to land use approvals, development fees, building pennits, etc., shall be pursuant to the rates as annually adjusted and in effect at the time application is made for such approvals or permits. Developer shall pay all such fees in accordance with the ordinances and regulations in effect at the time of payment, except that Developer shall pay the Affordable Housing Development Impact Fee ("AH DIF") in accordance with the following schedule: i. Thirty percent (30%) of the total AH DIF for the Project prior to or upon issuance of the first building permit for the Balser House; ii. Thirty percent (30%) of the total AH. DIF for the Project prior to or upon satisfaction of the Developer obligations as set forth in Section I I (B) below; and iii. Forty percent (40%) prior to or upon issuance of the first building permit for Building 1, Building 2, or Building 3 of the Project. C. City may only apply new ordinances, rules, regulations, plans, and specifications to the development of the Site after the Effective Date if such new rules and regulations are not inconsistent with the terms of this Agreement, and fall under- one of the following categories: i. Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals, provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications; ii. General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property, provided that the tax is of general applicability City-wide and does not burden the Property disproportionately to other similar properties within the City; iii. Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters and do not result in any unreasonable decision -malting delays; or -6- 11231-42671313611IvI5.doc iv. Ordinances, rules, regulations, plans, or specifications the Developer consents to in writing. D. Nothing herein shall prevent the application of health and safety regulations (e.g., Ere, building, and seismic, plumbing, and electric codes) that become applicable to the City as a whole. Section I.I.. Developer's Obligations. In consideration of the rights and benefits Developer is guaranteed under this Agreement, the Developer agrees to provide each and every one of the community benefits set forth in this Section 11. A. Designation of City of Rancho Cucamonga as Point of Sale for Material Handling Equipment. The City of Rancho Cucamonga shall be designated as the point of sale for the Material Handling Equipment used in the Project's operations. Developer shall include a requirement in all tenant leases that tenants shall designate the City of Rancho Cucamonga as the point of sale for the Material Handling Equipment used in the Project's operations. City shall be a third -party beneficiary to all. such terms included in tenant leases. City shall only be a third -party beneficiary with respect to such terms related to Material Handling Equipment and shall not have any ability to enforce other lease provisions. Provided that Developer complies with the preceding sentence in this Section l 1(A), Developer shall not be in default of this Agreement if a tenant fails to cause City to be designated as a point of sale for the Material Handling Equipment used in that tenant's operations. Except as set forth in this Section I1(A), City shall not have the ability to otherwise impact the viability or effectiveness of any tenant lease. B. Baker House Improvements. Developer shall rehabilitate Baker House in compliance with the United States Secretary of the Interior Standards for the Treatment of Historic Properties, and shall construct a visitor parking area, landscaping and hardscape improvements (collectively, `Balser House Improvements") in compliance with the approved Certificate of Appropriateness DRC2019-00854 and the site plan and specifications attached as Exhibit "C" to this Agreement (`Balser house Site Plan"). The Baker House Improvements shall be located on an approximately 0.99-acre portion of the Project site as generally depicted in the Baker House Site Plan (the `Baker House Site"), The Baker House Improvements shall be comprised of two components: (i) the shell building improvements consisting of renovating the existing Baker House structure (the "Baker House Shell. Improvements"), and (h) alI improvements outside the existing Baker IIouse structure (the "Baker House Site Improvements"). The total budget for the Baker House Shell Improvements and the Baker House Site Improvements is Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Total Cost"). i. Following the Effective Date, Developer is to promptly prepare and submit to the City construction drawings in substantial conformance with the Baker House Site Plan (the "Baker House Construction Drawings") for plan check. City shall not unreasonably delay acting on the Balser House Construction Drawings that are consistent with the Baker House Site Plan and all applicable building codes. Upon City's approval of the Baker House Construction Drawings and confirmation that Baker House Construction Drawings are ready for permit issuance, such drawings shall be deemed the "Approved Baker IIouse Construction Drawings." -7- i1231-0267\3136111v15Aoc ii. If prior to or during Developer's construction of the Baker House Improvements pursuant to subsection iii below, a natural disaster or other natural forces (e.g. earthquake, fire, or flooding) renders construction of the Baker House Shell Improvements infeasible, then Developer may exercise one of the following options, as applicable: a. If the Baker House is entirely destroyed due to the natural disaster, then Developer shall reconstruct a new, stick -frame structure or equivalent of less than or equal to the size of the Baker House, and provide a monument commemorating the historical significance of the Baker House in accordance with mitigation measure CUL-3 in the MMRP. In lieu of a new, stick frame structure, the City can authorize in writing an alternative means of compliance. b. In compliance with all related and applicable historic resource and environmental Laws, the City can deem the Baker House uninhabitable and require it to be demolished if it is partially damaged or destroyed. Developer shall reconstruct a new, stick -frame structure or equivalent of less than or equal to the size of the Baker House, and provide a monument commemorating the historical significance of the Baker House in accordance with mitigation measure CUL-3 in the MM.RP. In lieu of a new, stick frame structure, the City can authorize in writing an alternative means of compliance. iii. In accordance with the EIR's mitigation measures, Developer shall complete the Baker House Improvements in accordance with the Approved Baker House Construction Drawings and the terms specified in this Section I I (B). Developer shall select a general contractor who shall obtain competitive bids from at least three (3) licensed and insured subcontractors designated by Developer for each major trade component of the Baker House Improvements with a scope of work over twenty-five thousand dollars ($25,000.00) ("Major Trade Component"). Developer shall provide the City with copies of all of such Major Trade Component bids, and Developer shall adjust inconsistent or incorrect assumptions so that a like -kind comparison can be made. Developer shall select in good faith the applicable subcontractor for each Major Trade Component that provides the lowest qualified bid and who agrees to meet Developer's construction schedule for each of the applicable components of the Baker House Improvements. a. If the total for all work to complete the Baker House Improvements is less than or equal to the Total Cost, then Developer shall complete all Baker House Improvements. b. If the total for all work to complete the Baker House Shell Improvements is, on its own, equal to or greater than the Total Cost, then Developer shall complete the Baker House Shell Improvements and have no further obligation to complete the Baker House Site Improvements. For the avoidance of doubt, Developer shall be required to pay for any cost overage associated with the Baker House Shell Improvements, and, upon completion, City shall deem Developer's obligations with respect to the Baker House complete regardless of the Site's compliance with regulations from the Americans with Disabilities Act, parking requirements, or other development standards. Developer shall not be liable for any defects related to the Baker House Site Improvements. -8- 1I231-02671313611IvI5.doc C. If the total for all work to complete the Baker House Shell Improvements is less than the Total Cost, but the combined price for all Baker House Improvements exceeds the Total Cost, then City shall either (i) reduce the proposed scope for the Baker House Site Improvements to result in a total bid price of less than or equal to the Total Cost for the Baker House Improvements, or (ii) direct Developer to contribute the difference between the Total Cost and the price for the Baker House Shell Improvements as a community benefit payment to be paid to City prior to the issuance of the first certificate of occupancy for the Project. iv. During construction of the Baker House Improvements, the City -appointed building inspectors shall not unreasonably delay construction or add new scopes of work beyond what is consistent with the approved Baker House Construction Drawings, excepting life safety items or items required by technical codes applicable to the construction of the Balser House Improvements. V. Upon completion of the actions set forth in Sections (11)(B)(i)-(iv), Developer shall have no further obligations of any kind with respect to Balser house or the Baker House Improvements, and the City shall be solely responsible for any future improvements, programming, maintenance, or public use of the site. Developer shall also dedicate to the City by grant deed fee title to the Baker House Site upon completion of the actions set forth in Sections (I1)(B)(i)-(iv). vi. City shall not issue a Certificate of Occupancy for any building within the Project until Developer has completed the Balser House Improvements in accordance with the Approved Baker House Construction Drawings, and obtained City acceptance thereof. Notwithstanding the foregoing, completion. of the rehabilitation of Baker House and completion of the Baker House Improvements shall satisfy all but one hundred fifty thousand dollars ($150,000.00) of Developer's public art requirements under Chapter 17.124 of the City Municipal Code and the Public Art in Lieu Fee, which may be satisfied either through the procurement of art or payment of an in -lieu fee. C. Sidewalk, Trees, and Traffic Calming Improvements. Developer shall pay one million seventy thousand dollars ($1,070,000.00) as an in -lieu fee to City and contribution toward Sidewalks, Trees, and Traffic Calming improvements. The fee required pursuant to this Section I I (C) shall be due upon the issuance of the first building permit for the Project. Developer's contribution to the City for Sidewalks, Trees, and Traffic Calming improvements will satisfy any Condition of Approval, obligations/requirements in this Agreement, obligations/requirements in this Agreement, and any future obligations pertaining to Sidewalks, Trees, or Traffic Calming improvements. D. Traffic Improvements. Developer shall construct and take other action related to traffic improvements as required by the Project Entitlements. Developer shall submit off -site plans to the satisfaction of the City Engineer for each of the improvements identified below, as applicable, consistent with the City's standard off -site plan check review process required for issuance of an offsite encroachment permit(s). i. Traffic improvements as required by the Project Entitlements shall be completed, to the satisfaction of the City Engineer, no later than by issuance of the Certificate of -9- 11231-0267\3136111v1S.doc Occupancy of the Project's first building. However in the event that Developer is unable to complete the improvements by issuance of Certificate of Occupancy despite best efforts, due to processing, required coordination with other projects, or other issues outside of Developer's control, then Developer shall issue a bond for the remaining work and shall be obligated to complete the required improvements within one year of issuance of the Certificate of Occupancy for the Project's first building. ii. Developer shall construct the traffic improvements consistent with the demands outlined in the Project Entitlements. iii. If Developer is unsuccessful in obtaining the necessary rights -of -way or easements to construct the required traffic or storm drain improvements as required by the Project Entitlements, including such improvements at the northwest and southwest cornets of 9th Street and Vineyard Avenue, the City shall work in good faith to assist Developer's effort to obtain the necessary right-of-way and easements, including by exercising the City's eminent domain power where applicable pursuant to Government Code Section 66462.5; however, the Developer shall first attempt good faith negotiations to acquire the adjacent property needed for the right of way. Further: a. With regards to the right-of-way located at northwest corner of 8th Street & Baker Avenue, which the City owns, the City shall sell the approximately 86 square feet of required right -of. --way by the Developer to permit Developer to construct the required improvements at the northwest corner of 81h Street & Baker Avenue for $5,000; and b. With regards to the right-of-way located at southeast corner of 8th Street & Baker Avenue, which is located within the City of Ontario ("Ontario"), the City will collaborate with Ontario to allow Developer to obtain the right-of-way. iv. Following completion of construction and approval by City, Developer shall dedicate these required traffic improvements and storm drain main to City. Developer's provision of traffic improvements and storm drain main pursuant to this Section I I (D) will satisfy any Condition of Approval and any future obligations pertaining to these required traffic improvements and storm drain main.. E. Other City Fees. Developer is responsible for other applicable development fees, in accordance with Section 10(B), except that Developer shall be liable for one hundred fifty thousand dollars ($150,000.00) towards the public arts requirement, which may be satisfied by Developer as either through the procurement of art or payment of an in -lieu fee. F. RC Fiber. Developer shall complete construction of the improvements intended to serve RC Fiber to the Project, as described in the Project Entitlements' conditions of approval. Further, Developer shall utilize, and shall cause all tenants of the Project to utilize, RC Fiber high- speed broadband (at a minimum of one (1) Gigabits ("Gbps") per second service) for all fiber service within the Project's buildings for a period of not less than 10 years from the date each lease commences. Developer shall cause all tenant leases to include such a requirement that they will use RC Fiber high-speed broadband (at a minimum of one (1) Gigabits ("Gbps") per second service) for each tenant's fiber service during such ten year period. Provided that Developer -10- 11231-02670 13611105 doc complies with the preceding three (3) sentences in this Section I I (F), Developer shall not be in default of this Agreement if a tenant fails to obtain service from RC Fiber or does not carry out any obligations with RC Fiber. Except as set forth in this Section I 1 (F), City shall not have the ability to otherwise impact the viability or effectiveness of any tenant lease. City shall be a third - party beneficiary to all such terms included in tenant leases. Section 12. City's Obligations. The City shall reasonably expedite review and processing of all plans and issuance of all permits associated with the Project. Section 13. Annual Review. During the Term of this Development Agreement, City shall annually review the extent of good faith compliance by Developer with the terms of this Development Agreement. Developer shall file an annual report with the City indicating information regarding compliance with the terms of this Development Agreement by January 2 of each year following the Effective Date of this Agreement. Annual reports shall include all information necessary for the City to assess Developer's compliance with the terms and provisions of this Agreement. Developer shall have the right to cause the annual report to be filed by any lessee then occupying the Site provided, however, that Developer shall remain primarily responsible for such filing. Section 14. Indemnification and Legal Challenge. To the maximum extent permitted by law, Developer agrees to, and shall, defend, indemnify and hold City and its elected officials, officers, contractors serving as City officials, agents, and employees ("Indemnitees") harmless from liability for damage and/or claims for damage for personal injuries, including death, and claims for property damage, and with respect to all other actions and liabilities for damages caused or alleged to have been caused by reason of Developer's activities in connection with the construction of the Project or operation of the permitted use, and which may arise from the direct or indirect operations of Developer or those of Developer's contractors, agents, tenants, employees or any other persons acting on Developer's behalf, which relate to the construction of the Project or operation of the permitted use. This indemnity provision applies to all damages and claims for damage, as described above, regardless of whether the City prepared, supplied, or approved the plans, specifications, or other documents for the Project. In the event of any legal action challenging the validity, applicability, or interpretation of any provision of this Agreement, any of the entitlement documents pertaining to the Project including, without limitation, the Conditional Use Permit, Design Review, Tentative Parcel Map, Certificate of Appropriateness, EIR, or any other supporting docuruent relating to the Project, the Developer shall indemnify, defend and hold harmless the Indemnitees, and each of them, with respect to all liability, costs and expenses incurred by, and/or awarded against, the City or any of the Indemnitees in relation to such action. The City shall have the right to select counsel of its choice. The parties hereby agree to cooperate in defending such action. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction, the Developer may elect to continue development under this Agreement pending completion of the litigation but it shall do so at its sole risk, and the City shall not be liable for any loss suffered as a result thereof. 11231-0267\31361]Ivt5,doe Section 15. Amendments. This Agreement may be amended or canceled, in whole or in part, only by mutual written consent of the parties and then in the manner provided for in California Government Code § 65868, et sect., or successor provisions thereto. Section 16. Minor Amendments to Development Plan. Upon the written application of Developer, minor modifications and changes to the Development Plan, including modifications to the building design or footprint affecting setbacks, parking layout and design, and landscape design may be approved by the Planning Director ("Director"). Substantial changes in the Development Plan, as determined by the Director, shall be processed through the process required by law to amend or modify the Development Plan. Upon the approval of such changes to the Development Plan, Developer and City shall amend this Agreement to memorialize and acknowledge the revised Development Plan. Section 17. Enforcement. In the event of a default under the provisions of this Agreement by Developer, City shall give written notice to Developer (or its successor) by registered or certified mail addressed at the address stated in this Agreement, and if such violation is not corrected to the reasonable satisfaction of City within thirty (30) days after such notice is served on Developer, or if not corrected within such reasonable time as may be required to cure the breach or default if said breach or default cannot be cured within said thirty (30) days (provided that acts to cure the breach or default must be commenced within said thirty (30) days and must thereafter be diligently pursued by Developer), then City may, without further notice, declare a default under this Agreement and, upon any such declaration of default, City may bring any action necessary to specifically enforce the obligations of Developer growing out of the operation of this Development Agreement, apply to any court, state or federal, for injunctive relief against any violation by Developer of any provision of this Agreement, or apply for such other relief as may be appropriate. Section 18. Event of Default. Developer is in default under this Agreement upon the happening of one or more of the following events or conditions: A. If a material warranty, representation or statement made or furnished by Developer to City set forth herein or in any document incorporated by reference herein is false or proved to have been false in any material respect when it was made; B. If a finding and determination is made by City following an annual review pursuant to Section 13 hereinabove, upon the basis of substantial evidence, that Developer has not complied in good faith with any material terms and conditions of this Agreement, after notice and opportunity to cure as described in Section 17 hereinabove; or C. A breach by Developer of any of the provisions or terms of this Agreement, after notice and opportunity to cure as provided in Section 17 hereinabove. Section 19. No Waiver of Remedies. City does not waive any claim of defect in performance by Developer if on periodic review City does not enforce this Agreement. Nonperformance by Developer shall not be excused because performance by Developer of the obligations herein contained would be unprofitable, difficult or expensive or because of a failure of any third party or entity, other than City. Subject to the provisions of Section 20, all other remedies at law or in equity which are not otherwise provided for in this Agreement are available to each party to pursue - I 2- 11231-0267\313611105.doc in the event that there is a breach of this Development Agreement by the other party (subject to applicable notice and cure periods). No waiver by City or Developer of any breach or default under this Development Agreement by the other party shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. Section 20. City Not Liable For Damages. It is acknowledged by the parties that the City would not have entered into this Agreement if it could be held liable in monetary damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorney's fees in accordance with this Agreement, the Developer covenants on behalf of itself and its successors in interest not to sue for or claim any monetary damages for any breach of this Agreement. Notwithstanding any terms to the contrary herein, Developer may institute an action for specific performance or other legal or equitable relief to cure, correct or remedy any default, to enforce any covenants or agreements herein, or to obtain any other remedies consistent with the purpose and terms of this Agreement. Section 21. Rights of Lenders Under this Agreement. Should Developer place or cause to be placed any encumbrance or lien on the Project, or any part thereof, the beneficiary ("Lender") of said encumbrance or lien shall have the right at any time during the term of this Agreement and the existence of said encumbrance or lien to: A. Do any act or thing required of Developer under this Agreement, or cure any default of Developer tender this Agreement within the tilde limits set forth in Section 17, and any such act or thing done or performed by Lender or cure shall be as effective as if done by Developer; B. Realize on the security afforded by the encumbrance or lien by exercising foreclosure proceedings or power of sale or other remedy afforded in law or in equity or by the security document evidencing the encumbrance or lien (hereinafter referred to as "a trust deed"); C. Transfer, convey or assign the title of Developer to the Project to any purchaser at any foreclosure sale, whether the foreclosure sale be conducted pursuant to court order or pursuant to a power of sale contained in a trust deed; and D. Acquire and succeed to the interest of Developer by virtue of any foreclosure sale, whether the foreclosure sale is conducted pursuant to a court order or pursuant to a power of sale contained in a trust deed. Should any Lender require or request an amendment of this Agreement in respect of the rights and remedies granted to a Lender, City hereby agrees to execute and deliver such an amendment so long as the proposed amendment does not materially and adversely affect the rights, powers, and remedies of the City in respect of a default by Developer hereunder. Section 22. Notice to Lender. City shall give written notice of any default or breach under this Agreement by Developer to Lender (if known by City) simultaneously with such notice of default City gives to Developer and afford Lender the opportunity after receipt of service of the notice to: A. Cure the breach or default within thirty (30) days after service of said notice, where the default can be cured by the payment of money; -13- 11231-0267\3136111v15,doc B. Cure the breach or default within thirty (30) days after service of said notice where the breach or default can be cured by something other than the payment of money and can be cured within that time; or C. Cure the breach or default in such reasonable time as may be required where something other than payment of money is required to cure the breach or default and cannot be performed within thirty (30) days after said notice, provided that acts to cure the breach or default are commenced within a thirty (30) day period after service of said notice of default on Lender by City and are thereafter diligently continued by Lender. Section 23. Action by Lender. Notwithstanding any other provision of this Agreement, a Lender may forestall any action by City for a breach or default under the terms of this Agreement by Developer by commencing proceedings to foreclose its encumbrance or lien on the Project. The proceedings so commenced may be for foreclosure of the encumbrance by order of court or for foreclosure of the encumbrance under a power of sale contained in the instrument creating the encumbrance or Iien. The proceedings shall not, however, forestall any such action by the City for the default or breach by Developer unless: A. They are commenced within thirty (30) days after service on Developer (and on Lender if Lender's address is provided to the City) of the notice described hereinabove; B. They are, after having been commenced, diligently pursued in the manner required by law to completion; and C. Lender keeps and performs all of the terms, covenants, and conditions of this Agreement requiring the payment or expenditure of money by Developer until the foreclosure proceedings are complete or are discharged by redemption, satisfaction, or payment. Section 24. Notice. Any notice required to be given by the terlms of this Agreement shall be provided by certified mail at the address of the respective parties as specified below or at any other such address as may be later specified by the parties hereto. To Developer: CP Logistics Vineyard LLC 2442 Dupont Drive Irvine, CA 92612 Attention: Jacob R. LeBlanc CDP Development, Inc. 2442 Dupont Drive Irvine, CA 92612 Attention: Chase Metkovich To City: City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California 91730 Attention: Planning Director -14- 11231-0267\3136111 v 15.doc Section 25. Attorneys' Fees. In any proceedings arising from the enforcement of this Development Agreement or because of an alleged breach or default hereunder, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees and experts' fees incurred during the proceeding (including appeals) as may be fixed within the discretion of the court. Section 26. Binding Effect. This Agreement shall bind, and the benefits and burdens hereof shall inure to, the respective parties hereto and their legal representatives, executors, administrators, successors and assigns, wherever the context requires or admits. Section 27. Applicable Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Venue for any action or litigation brought for breach or to enforce any provision of this Agreement shall be the Superior Court of the County of San Bernardino, California. Section 28. Partial Invalidity. if any provisions of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. Section 29. Recordation. Developer shall record this Agreement in the Official Records of the County Recorder of the County of San Bernardino at Developer's sole expense within ten (10) business days following the Effective Date. Upon the expiration of the terms of this Agreement and the request of the Developer, the City will execute and deliver, in recordable form, an instrument confirming that this Agreement is terminated and of no further force or effect. Section 30. Force Majeure. In the event that either party hereto shall be delayed or hindered or prevented fi-om performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, riots, insurrection, terrorism, war or other reason of similar nature not the fault of the party delayed in performing the work or doing the acts required under the terms of this Agreement, then the performance of such act shall be excused for the period of the delay caused by the foregoing. Financial inability shall not be deemed an excuse for delay under this Section 30. Section 31. Integrated Agreement. This Development Agreement consists of this Agreement together with all Exhibits attached hereto, and all of the same are hereby incorporated by reference. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions set forth in the Exhibits. No representation or promise, verbal or written, not expressly set forth herein shall be binding or have any force or effect. Section 32. Time of Essence. Time is of the essence in every provision hereof in which time is a factor. -15- 11231-026?\3136111vI5.aoc IN WITNESS WfIEREOF, this Agreement has been executed by the parties and shall be effective on the Effective Date set forth hereinabove, CITY: CITY OF R/\NCHO CUCAMONGA, a Municipal Corporation Dated: 6MWA By: �. ) C in, in, i S Mwil Le, I I al e Mayor A' EST: [ail Kil evy City, Clerk Approved as to form: NicholZR. Gbirelli City Attorney [Signatures conlimue onfi)llowing -�] pagf -16- 11231-0267,,313611 ]v 15 doc DEVELOPER: ► By: CP LOGISTICS PLATFORM, LLC, a Delaware limited liability company, its Sole Member By: PANATTONI CLP, LLC, a Delaware limited liability company, its Administrator By: PANATTONT CLP OPERATOR, LLC, a Delaware limited liability company, its Manager By: WilIKKBullen, Vice President CP LOGISTICS VINEYARD LLC, a Delaware limited liability company By: CP LOGISTICS PLATFORM, LLC, a Delaware limited liability company, its Sole Member By: PANATTONI CLP, LLC, a Delaware limited liability company, its Administrator By: PANATTONI CLP OPERATOR, LLC, a Delaware limited liability company, its Manager By: Adon Panattom, Vice President A Notary Public or other officer completing this cet tificate 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 Colorado County of Denver (2 On before Mel (insert name and title of the off m) Notary Public, personally appeared :&,L 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 the that he/she/they executed the same in his/her/their authorized capacity(ics), 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 Colorado that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ROBIN MARTIN SANDSRSON NOTARY PUBLIC STATE OF COLORADO NOTARY 0 20014020557 My COMMISSION EXPIRES 07/0312029 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 Orange On January 7, 2026 - before me, Date personally appeared Adon Panattont Kathe Washburn, Notary Public Here Insert Name and Title of the Officer Norne(s) of Signer(s) 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: 29111141 MFJMI paragraph is true and correct WITNESS my hand and official seal, 0 Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document:.. Dev & ement �ment �Are�- Document Date: Signer(s) Other Than Named Above� No other signers Capacity(les) Claimed by Signer(s) Signer's Name: Arlon Panattoni — — — El Corporate Officer — Title(s): El Partner — F1 Limited 11 General 0 Individual 0 Attorney in Fact 11 Trustee o Guardian of Conservator 9 Other: Vice President Signer is Representing: 02017 National Notary Association Signer's Name: —NA® • Corporate Officer— Title(s): • Partner — 11 Limited 0 General Ej Individual 0 Attorney in Fact 0 Trustee ci Guardian of Conservator El Other: Signer is Representing: A Notary Public or other of completing this certificate verifies only the identity cif the individual Nvho signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that docr. ment, State of California County of San Bernardino Oil TPAUGiN before me, M'.A Orzet 9 Noiwq Ri6i'a Q (inseri name and title of the c,)Ylker) Notaty Public, personally appeared L who proved to me on the basis of satisfactory evidence to be the personwhose name(443mv- subscribed to the within instrument, and acknowledged to me that (gsbei4hoy executed the same i11(9lwF44t&i,r authorized capacity" 4"), and that by IrWhef,44ir-ir signaturet) on the instrument the person ), or the entity upon behall'ol'which the person* acted, executed the instrument. I certif`y� under PENALTY OF PERJURY under the laws ofthe State of Califorrua that the foregoing paragraph is true and correct, WITNESS my hand and official sea]. Signature (Sea]) V ......................... 11231-0267,313611 IvIS.doc Exhibit A-1 9tn & Vineyard Legal Description That certain real property located in the City of Rancho Cucamonga, County of San Bernardino, State of California and is described as follows: PARCEL 1: ALL THAT PORTION OF LOT 31 LYING NORTH OF THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILROAD COMPANY, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE MAP OF CUCAMONGA LANDS, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 4 OF MAPS PAGE 9, RECORDS OF SAID COUNTY, EXCEPTING THEREFROM THE WEST 200 FEET OF THE NORTH 160 FEET THEREOF, APN: 0207.271.25 PARCEL 2: THE WEST ONE-HALF OF LOT 25, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO MAP OF CUCAMONGA LANDS, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4 OF MAPS, PAGE 9, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THAT PORTION OF SAID LOT 25, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 25 ON THE SOUTH LINE OF 9TH STREET, 60 FEET WIDE AS SHOWN ON SAID MAP; THENCE SOUTH 305 FEET; THENCE EAST 108 FEET; THENCE NORTH 125 FEET; THENCE EAST 123 FEET; THENCE NORTH 180 FEET TO THE SOUTH LINE OF SAID 9TH STREET; THENCE WEST ALONG THE SOUTH LINE OF 9TH STREET TO THE POINT OF BEGINNING. ALSO EXCEPT THE INTEREST IN THE NORTH 33 FEET OF SAID LOT 25 AS CONVEYED TO THE COUNTY OF SAN BERNARDINO FOR HIGHWAY PURPOSES BY DEED RECORDED OCTOBER 24, 1958, IN BOOK 4638 PAGE 277, OFFICIAL RECORDS, AND BY DEED RECORDED APRIL 9, 1932, IN BOOK 809 PAGE 195, OF OFFICIAL RECORDS, APN: 0207.271-27 PARCEL 3: PARCEL NO.3 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO, 672 FOR LOT LINE ADJUSTMENT AS EVIDENCED BY DOCUMENT RECORDED JUNE 30, 2009 AS INSTRUMENT NO, 2009-0285832 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE EAST HALF OF LOT 25, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING WEST OF THAT CERTAIN EASEMENT 10.9.19 CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23, 1943, AND RECORDED DECEMBER 2, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS. EXCEPTING THEREFROM THE NORTH 30.00 FEET OF THE PROPERTY HEREIN DESCRIBED, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO FOR HIGHWAY PURPOSES, BY DEED RECORDED APRIL 9, 1932, IN BOOK 809, PAGE 195, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT, BY DEED RECORDED FEBRUARY 28, 1979, IN BOOK 9632, PAGE 663, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF SAID LOT 25 WITH THE NORTH LINE OF SAID LOT; THENCE SOUTH 890 45' 40" EAST 55.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 00" 13' 15" WEST 222.33 FEET; THENCE SOUTH 170 39' 31" EAST 123.77 FEET; THENCE SOUTH 00' 1315" WEST 43.18 FEET; THENCE SOUTH 89' 46' 45" EAST 371.43 FEET TO THE WESTERLY LINE OF THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23, 1943, AND RECORDED DECEMBER 2, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS, APN: 0207.271.94 PARCEL 4: LOT 1 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO.700 FOR LOT MERGER, AS EVIDENCED BY DOCUMENT RECORDED JULY 15, 2015 AS INSTRUMENT NO.2015-0300680 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT LAND IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA DESCRIBED IN GRANT DEED RECORDED MAY 19, 1998 AS DOCUMENT NO.1998- 0190862 OF OFFICIAL RECORDS OF SAID COUNTY TOGETHER WITH THAT LAND IN SAID CITY, COUNTY AND STATE DESCRIBED IN GRANT DEED RECORDED MAY 19,1998 AS DOCUMENT NO. 1998-0190863 OF SAID OFFICIAL RECORDS DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LAND DESCRIBED IN GRANT DEED RECORDED MAY 19, 1998 AS DOCUMENT NO. 1998-0190862, ON THE SOUTH LINE OF NINTH STREET, 30.00 FEET IN HALF WIDTH, THENCE SOUTH 305 FEET; THENCE EAST 108 FEET; THENCE NORTH 125 FEET; THENCE EAST 123 FEET; THENCE NORTH 180 FEET TO SAID SOUTH LINE OF NINTH STREET; THENCE WEST 231 FEET TO THE POINT OF BEGINNING, APN: 0207.271-97 PARCEL 5: PARCEL 5A: THE SOUTH 60 FEET OF THE NORTH 160 FEET OF THE WEST 150 FEET OF THAT PORTION OF LOT 31, LYING NORTH OF THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILROAD COMPANY, 10.9.19 SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO MAP OF CUCAMONGA LANDS, AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY. APN: 0207.271-39 PARCEL 5S, THE WEST 200 FEET OF THE NORTH 160 FEET OF LOT 31, SECTION 9 TOWNSHIP 1 SOUTH, RANGE 7 WEST, ACCORDING TO MAP OF CUCAMONGA LANDS, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 4, PAGE 9 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE WEST 150 FEET, OF THE SOUTH 60 FEET. APN: 0207.271.40 PARCEL 6: PARCEL 11 OF PARCEL MAP NO. 16141, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 215 OF PARCEL MAPS, PAGES 85 THROUGH 87 RECORDS OF SAID COUNTY, APN: 0207.271-89 PARCEL 7: PARCEL NO, 2 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO, 672 FOR LOT LINE ADJUSTMENT AS EVIDENCED BY DOCUMENT RECORDED JUNE 30, 2009 AS INSTRUMENT NO.2009-0285832 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 32, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF LOT 32 AND THE WEST LINE OF THE EAST HALF OF LOT 32; THENCE SOUTH 000 13'15" WEST 102.56 FEET; THENCE SOUTH 89" 46' 45" EAST 433.83 FEET; THENCE SOUTH 00° 13' 15" WEST 8,30 FEET; THENCE SOUTH 890 46' 45" EAST 213.03 FEET TO THE EAST LINE OF SAID LOT 32. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF RANCHO CUCAMONGA, BY DEED RECORDED JANUARY 19,1987, AS INSTRUMENT NO, 87-016234, OF OFFICIAL RECORDS, TOGETHER WITH THAT PORTION OF THE EAST HALF OF LOT 25, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF 10.9.19 MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING WEST OF THAT CERTAIN EASEMENT CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23, 1943, AND RECORDED DECEMBER 2, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS, EXCEPTING THEREFROM THE NORTH 30.00 FEET OF THE PROPERTY HEREIN DESCRIBED, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO FOR HIGHWAY PURPOSES, BY DEED RECORDED APRIL 9, 1932, IN BOOK 809, PAGE195, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT, BY DEED RECORDED FEBRUARY 28, 1979, IN BOOK 9632, PAGE 663, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF SAID LOT 25 WITH THE NORTH LINE OF SAID LOT; THENCE SOUTH 890 4540" EAST 55.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 000 13' 15" WEST 222.33 FEET; THENCE SOUTH 170 39' 31" EAST 123.77 FEET; THENCE SOUTH 00' 13' 15" WEST 43.18 FEET; THENCE SOUTH 89° 46, 45" EAST 371.43 FEET TO THE WESTERLY LINE OF THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23, 1943, AND RECORDED DECEMBER 02, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS. APN: 0207-271-96 PARCEL 8: PARCEL NO. 1 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO.672 FOR LOT LINE ADJUSTMENT AS EVIDENCED BY DOCUMENT RECORDED JUNE 30, 2009 AS INSTRUMENT NO.2009-0285832 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 32, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING NORTHERLY OF THE NORTH LINE OF THE ACHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY (100 FEET WIDE). EXCEPTING THEREFROM, THAT PORTION LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF LOT 32 AND THE WEST LINE OF THE EAST HALF OF LOT 32; THENCE SOUTH 000 13' 15" WEST 102.56 FEET; THENCE SOUTH 890 46' 45" EAST 433.83 FEET; THENCE SOUTH 000 13' 15" WEST 8.30 FEET; THENCE SOUTH 890 46' 45" EAST 213,03 FEET TO THE EAST LINE OF SAID LOT 32. APN: 0207-271.93 M9.19 3 IN a t�� .. L i5 I S �}�•}, i � } fi_ 3 et .11N3A V a 3 N v a E w i oW 19 im Fr �� w c xx a t ®R I Ci Via'`+ 9R0@i 6'6 V9 Wtl�y � �} gg 0f M#lta ssssu a "EY Sa 0 0 m x L3 � Al w 44pp fL 0 KIN 1A v as t T-A- - __. s maws 'a - _ a""'� E Mon _WN 0 i lip U in A Nu M EMS 11 11 ON i 01 it 1pol fl J"t ;?Q?" WA .4 .111 - n- P-4, L, 1j, L I-! T, 7 im . . .... ..... .......... . .... . .. ... ... . .... . ..... ... ..... ... ...... .. .. ... . - 93 I m cc z g4 j gn 2 -V-- (-.) r.) n G)(R) Q r.) 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I h i I tin.. 3 n �1 ¢o 1 II a v� � J ` _ --3l1N-gAV g N i ...�.relt 1 Ftaa E a fi� 1 w 9 3nN--7A V 4E, T LU zt EXHIBIT D DEVELOPMENT IMPACT FEES Fees shall include and be limited to the following: • City -Wide Systems Fees for Transportation Development— South Zone (Rancho Cucamonga Municipal Code Chapter 3.28) • Police Impact Fee (Rancho Cucamonga Municipal Code Chapter 3.64) • Fire Impact Fee (Rancho Cucamonga Municipal Code Chapter 3.80) • Affordable Housing Development Impact Fee (Rancho Cucamonga Municipal Code Chapter 3.76) 11231-0267\3136111v15.doc RECORDING REQUESTED BY City of Rancho Cucamonga AND WHEN RECORDED MAIL DOCUMENT TO: NAME City Clerk STREET ADDRESS 10500 Civic Center Dr. CITY, STATE Rancho Cucamonga, CA 91730 Electronically Recorded in Official Records San Bernardino County Assessor -Recorder County Clerk DOC# 2026-0021697 01/29/2026 Titles:I Pages:29 08:28 AM SAN Fees $0.00 Taxes $0.00 J9534 CA SB2 Fee $0.00 Total $0.00 from recording tees pursuant to Govt. Cod. Sec. 27 SPACE ABOVE FOR RECORDER'S USE ONLY Development Agreement No, DRC2022-00266 Title Of Document i M 0 L RUjVwE0V* w j 0 11 _Rkl_ THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION DOC #2026-0021697 Page 2 of 29 Record at the Request of and when Recorded Mail to: Kira Sevy City Clerk 10500 Civic Center Drive Rancho Cucamonga, California 91730 APNs: 0207-271-25, -27, -39, -40, -89, -93, - 94, -96, and -97 DEVELOPMENT AGREEMENT NO. DRC2022-00266 REGARDING THE 9TH AND VINEYARD WAREHOUSE DEVELOPMENT PROJECT, RANCHO CUCAMONGA, CALIFORNIA THIS DEVELOPMENT AGREEMENT (this "Agreement" or this "Development Agreement") is made and entered into as of the "Effective Date" set forth herein, by and between CP LOGISTICS VINEYARD LLC, a Delaware limited liability company ("Developer"), and the CITY OF RANCHO CUCAMONGA, a California municipal corporation ("City"), RECITALS Section 1. On December 17, 2025 the City Council of the City of Rancho Cucamonga ("CounciI") adopted the following resolutions: A. Resolution 2025-101, approving Conditional Use Permit DRC2022-00009 (inclusive of following uses to be vested in perpetuity and approved separately via either a Conditional Use Permit ("CUP") or Minor Use Permit ("MUP"): Wholesale and Distribution, Medium (CUP); Distribution/Fulfillment Center, Large (MUP); E-Commerce Distribution (CUP); Storage Warehouse (CUP); Manufacturing, Light — Large (MUP)); and B. Resolution 2025-101, approving Design Review DRC2019-00742; and C. Resolution 2025-101, approving Tentative Parcel Map SUBTPM20173; and D. Resolution 2025-10I, approving Certificate of Appropriateness DRC2019-00854; and E. Resolution 2025-101, certifying, after making appropriate finding, Environmental Impact Report ("EIR") identified as SCH No. 2019110456. Section 2. Collectively, the Resolutions identified in Section I of the recitals (collectively, "Project Entitlements") amended the City's land use regulations to permit the redevelopment of the site with three industrial buildings with warehouse distribution uses and ancillary office space, including the 611,574 square -foot ("sf') in Building 1, 107,541 sf in Building 2, and 262,981 sf in 11231-026713136111vI5,doc DOC #2026-0021697 Page 3 of 29 Building 3, along with the construction of internal drive aisles, parking, on -site landscaping, lighting, and utility connections. Section 3. California Government Code Section 65864, et seq. authorizes cities to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property. Developer is owner of the Site, as defined below and generally described as a 45.96-acre site bound by 9th Street to the north, Baker Avenue to the west, Vineyard Avenue to the east, and adjacent to 8th Street to the south, in the City of Rancho Cucamonga, San Bernardino County, California comprising tax Assessor Parcel Numbers (APNs) 0207-271-25, -27, -39, -40, -89, -93, -94, -96, and -97, and has a legal interest in the real property subject to this Agreement. Section 4. City and Developer mutually desire to enter into this Development Agreement to implement the Project. Section 5. On January 21, 2026, City adopted its Ordinance No. 1052 (the "Approving Ordinance"), thereby approving this Development Agreement between the City and Developer, which is effective as of 3411aQ .l ZM, - All requirements of the California Environment Quality Act have been met with r specto the Project, Project Entitlements, and this Agreement, and this Agreement is consistent with the City's General Plan. AGREEMENT NOW, THEREFORE, the parties hereto agree as follows: Section 1. Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meaning: "Approving Ordinance" means Ordinance 1052, which approved this Agreement. "Baker House" means the abandoned home located on west side of the Site and having an address of 8803 Baker Avenue. "Building 1" means the 611,574 sf building identified as "Building I" in the Development Plan. "Building 2" means the 107,541 sf building identified as `Building 2" in the Development Plan. "Building 3" means the 262,981 sf building identified as `Building 3" in the Development Plan. "City" means the City of Rancho Cucamonga. "Developer" means CP Logistics Vineyard LLC, a Delaware limited liability company. "Development Plan" means those plans, specifications, and images attached hereto, collectively marked as Exhibit "B" and incorporated herein by this reference. "Effective Date" means the date that this Agreement is executed by the City and Developer as set forth on the signature page hereto, and the Approving Ordinance becomes effective. -2- 11231-0267\3136111v15.doc DOC #2026-0021697 Page 4 of 29 "Material Handling Equipment" means all equipment intended for use in connection with the Project's operation for the purpose of loading or unloading goods and materials, including all forklifts. "Project" means the proposed development of the Site, consistent with the terms and conditions of the Project Entitlements. "Project Entitlements" mean the Resolutions described in recital ,Sections 1 through 2. "RC Fiber" means the high speed broadband inte>net service and corresponding fiber-optic infrastructure City provides and operates. "Sidewalks" means the sidewalks identified by the City in the area bounded by Arrow Route, Grove Avenue, 81h Street, and Vineyard Avenue. "Site" means the real property that is the subject of the Project Entitlements and as legally described, depicted and identified in Exhibit "A-1" and Exhibit "A-2". "Traffic Calming" means traffic calming enhancements/improvements the area bounded by Arrow Route, Grove Avenue, 8" Street, and Vineyard Avenue. "Trees" ]neaps the trees identified by the City within the area bounded by Arrow Route, Grove Avenue, 8t1' Street, and Vineyard Avenue. Section 2. Recitals. The recitals are part of this Agreement and shall be enforceable as any other provision of this Agreement. Section 3. Interest of Developer. Developer warrants and represents that, as of the Effective Date, it will have legal title to or an equitable interest in the Site; that it has full legal right to enter into this Agreement; and that the persons executing this Agreement on behalf of Developer have been duly authorized to do so. Section 4. Binding Effect of Agreement. Developer hereby subjects the Project and the Site to the covenants, reservations, and restrictions as set forth in this Agreement. The City and the Developer hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Developer's successors and assigns in title or interest to the Project. Each and every contract, deed or other instrument hereinafter executed, covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations and restrictions expressed in this Agreement, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. The City and Developer hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Site by Developer and the future occupants of the Project; the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which this Agreement is adopted. -3- 11231-0267\3136111v15.dn DOC #2026-0021697 Page 5 of 29 Section 5. ReIationship of Parties. It is understood that the contractual relationship between City and Developer is such that City and Developer are each an independent party and neither is the agent or partner of the other for any purpose whatsoever and neither shall be considered to be the agent or partner of the other for any purpose whatsoever. Section 6. Terin of Agreement. A. The term of this Agreement shall commence on the Effective Date and shall continue for eight (8) consecutive calendar years thereafter, unless the Tenn is otherwise terminated, modified, or extended in accordance with the provisions of this Agreement. So long as there are no material changes to the Project, the Developer is not then in breach beyond the notice and cure periods set forth in this Agreement, and the Developer has made all payments to the City as required pursuant to this Agreement, Developer has an option to extend the Tenn one time for an additional two (2) years upon mutual consent of the Parties. To exercise this option, Developer must, no less than ninety (90) days' prior to the expiration of the Term, both: (i) provide City with written notice of the intent to exercise the option and (ii) pay to City one million dollars ($1,000,000.00). Upon receipt of such notice and payment, City will provide written confirmation that the Developer's option to extend the Tenn has been exercised and accepted. The Tenn shall not be extended until City provides written confirmation to Developer. B. Notwithstanding Subsection A above, this Agreement and the Project Entitlements shall tenninate unless Developer obtains a building permit for the construction of the Project or the Baker House Improvements defined below within three (3) calendar }rears after the Effective Date and then construction commences on the Project or the Baker House Improvements within five (5) calendar years after the Effective Date, If Developer fails to perform by either (i) not obtaining a building permit for construction, or (ii) not commencing construction in accordance with the preceding sentence, then the Agreement and the Project Entitlements shall be of no further force or effect and City shall have no further obligations under this Agreement or to return any fees collected by City pursuant to this Agreement. For the avoidance of doubt, if Developer (i) obtains a building permit for construction of the Baker House Improvements within three (3) calendar years after the Effective Date, and (ii) commences construction on the Baker House Improvements within five (5) calendar years after the Effective Date, then this Section 6(B) shall no Ionger be in effect or otherwise enforceable. Section 7. Timing of Development. Because the California Supreme Court held in Pardee C01IS17-action Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties to provide for the timing of development resulting in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that Developer shall have the right (without obligation), subject to the provisions of this Agreement, to complete the Project in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment. Section 8. Assignment. In the event of proposed transfer of interest in the Site or any portion thereof or in this Agreement by Developer to a transferee, Developer agrees to comply with the following conditions: -4- 11231-026?tM61 1 I v 15.doc DOC #2026-0021697 Page 6 of 29 (i) At least thirty (30) days prior to any such assignment, Developer shall provide the City with written notice thereof along with written evidence and documentation, of a form and substance reasonably satisfactory to the City, demonstrating the experience, capability, competence, and iinancial ability of the proposed assignee to carry out and complete the Development Plan and comply with the terms of this Agreement. (ii) At least thirty (30) days prior to any such assignment, Developer shall also provide evidence that the transferee will assume in writing through an assignment and assumption agreement all remaining obligations of Developer under this Agreement. The assignment and assumption agreement shall be in a form. reasonably satisfactory to the City Attorney. (iii) The City Manager shall have consented to the assignment of this Agreement, which consent will not be unreasonably withheld or conditioned. Any assignment of this Agreement not made in strict compliance with the foregoing conditions shall constitute an event of default by the Developer pursuant to Section 18. Notwithstanding the foregoing, the terms, covenants and conditions of this Agreement shall be binding upon any transferee whether or not such an assignment and assumption agreement is signed by the assignee upon acquiring the Property. Section 9. General Standards and Restrictions Pertaining to Development of the Site. The following specific restrictions shall apply to the use of the Site pursuant to this Development Agreement: A. Developer shall have the right to develop the Project on the Site in accordance with the terms and conditions of this Agreement and City shall have the right to control development of the Site in accordance with the provisions of this Agreement. B. The type, density, intensity, configuration of uses allowed, size, and location of buildings and other improvements and provisions for the reservation or dedication of land for public purposes, location of public improvements, together with other terms and conditions of development applicable to the Site, shall be as set forth in this Development Agreement, including the Development Plan, C. Public improvements including, but not limited to landscaping, irrigation, sidewalk, and traffic improvements, as set forth in the Development Plan; if any, shall be installed by the Developer. Section 10. Effect of City Regulations on Development of Project. Except as expressly provided in this Agreement, all substantive and procedural requirements and provisions contained in City's ordinances, specific plans, rules and regulations, including, but not limited to, the Rancho Cucamonga Municipal Code and Zoning Ordinance, in effect as of June 23, 2021, the date the City considered the Development Plan to be deemed complete, shall apply to the construction and development of the Project. The foregoing sentence does not apply to Conditional Use Permit DRC2022-0009, which covers the uses of the Project contemplated by this Agreement. -5- 11231-026713136111v15.doc DOC t#2026-0021697 Page 7 of 29 A. The provisions of this Section 10 shall not preclude the application to the development of the Site those changes in City ordinances, regulations, plans, or specifications which are specifically mandated and required by changes in state or federal Iaws or regulations as provided in California Government Code Section 65869.5 or any successor provision or provisions. In the event such changes in the law prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended or performance thereof delayed, as may be necessary to comply with such changes in the law. B. The category of Development Impact Fees ("DIF") applicable to the Project and attached as Exhibit "D" shall be those in effect as of the Agreement's Effective Date; however the existing DIF and other development fees associated with the construction and development of the Project, including but not limited to land use approvals, development fees, building permits, etc., shall be pursuant to the rates as annually adjusted and in effect at the time application is made for such approvals or permits. Developer shall pay all such fees in accordance with the ordinances and regulations in effect at the time of payment, except that Developer shall pay the Affordable Housing Development Impact Fee ("AH DIF") in accordance with the following schedule: i. Thirty percent (30%) of the total AH DIF for the Project prior to or upon issuance of the first building permit for the Baker House; ii. Thirty percent (30%) of the total AH DIF for the Project prior to or upon satisfaction of the Developer obligations as set forth in Section I I (B) below; and iii. Forty percent (40%) prior to or upon issuance of the first building permit for Building 1, Building 2, or Building 3 of the Project. C. City may only apply new ordinances, rules, regulations, plans, and specifications to the development of the Site after the Effective Date if such new rules and regulations are not inconsistent with the terns of this Agreement, and fall under one of the following categories: i. Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals, provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications; ii. General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property, provided that the tax is of general applicability City-wide and does not burden the Property disproportionately to other similar properties within the City; iii. Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters and do not result in any unreasonable decision -making delays; or -6- 11231-0267\3136111V15.doc DOC #2026-0021697 Page 8 of 29 iv. Ordinances, rules, regulations, plans, or specifications the Developer consents to in writing, D. Nothing herein shall prevent the application of health and safety regulations (e.g., fire, building, and seismic, plumbing, and electric codes) that become applicable to the City as a whole. Section 11. Developer's Obligations. In consideration of the rights and benefits Developer is guaranteed under this Agreement, the Developer agrees to provide each and every one of the community benefits set forth in this Section 11, A. Designation of City of Rancho Cucamonga as Point of Sale for Material Handling Equipment. The City of Rancho Cucamonga shall be designated as the point of sale for the Material Handling Equipment used in the Project's operations. Developer shall include a requirement in all tenant leases that tenants shall designate the City of Rancho Cucamonga as the point of sale for the Material Handling Equipment used in the Project's operations. City shall be a third -party beneficiary to all such terms included in tenant leases. City shall only be a third -party beneficiary with respect to such terms related to Material Handling Equipment and shall not have any ability to enforce other lease provisions. Provided that Developer complies with the preceding sentence in this Section 11(A), Developer shall not be in default of this Agreement if a tenant fails to cause City to be designated as a point of sale for the Material Handling Equipment used in that tenant's operations. Except as set forth in this Section II(A), City shall not have the ability to otherwise impact the viability or effectiveness of any tenant lease. B. Baker House Improvements. Developer shall rehabilitate Baker House in compliance with the United States Secretary of the Interior Standards for the Treatment of Historic Properties, and shall construct a visitor parking area, landscaping and hardscape improvements (collectively, "Baker House Improvements") in compliance with the approved Certificate of Appropriateness DRC2019-00854 and the site plan and specifications attached as Exhibit "C" to this Agreement ("Baker House Site Plan"). The Baker House Improvements shall be located on an approximately 0.99-acre portion of the Project site as generally depicted in the Baker House Site Plan (the "Baker House Site'). The Baker House Improvements shall be comprised of two components: (i) the shell building improvements consisting of renovating the existing Baker House structure (the "Baker House Shell Improvements"), and (ii) all improvements outside the existing Baker House structure (the `Baker House Site Improvements"). The total budget for the Baker House Shell Improvements and the Baker House Site Improvements is Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Total Cost"). i. Following the Effective Date, Developer is to promptly prepare and submit to the City construction drawings in substantial conformance with the Baker House Site Plan (the "Baker House Construction Drawings") for plan check. City shall not unreasonably delay acting on the Baker House Construction Drawings that are consistent with the Baker House Site Plan and all applicable building codes. Upon City's approval of the Baker House Construction Drawings and confirmation that Baker House Construction Drawings are ready for permit issuance, such drawings shall be deemed the "Approved Baker House Construction Drawings." -7- 11231-0267131361l1vIS.doc DOC #2026-0021697 Page 9 of 29 ii. If prior to or during Developer's construction of the Baker House Improvements pursuant to subsection iii below, a natural disaster or other natural forces (e.g. earthquake, fire, or flooding) renders construction of the Baker House Shell Improvements infeasible, then Developer may exercise one of the following options, as applicable: a. If the Baker House is entirely destroyed due to the natural disaster, then Developer shall reconstruct a new, stick -frame structure or equivalent of less than or equal to the size of the Baker House, and provide a monument commemorating the historical significance of the Baker House in accordance with mitigation measure CUL-3 in the MMRP. In lieu of a new, stick frame structure, the City can authorize in writing an alternative means of compliance. b. In compliance with all related and applicable historic resource and environmental laws, the City can deem the Baker House uninhabitable and require it to be demolished if it is partially damaged or destroyed. Developer shall reconstruct a new, stick -frame structure or equivalent of less than or equal to the size of the Baker House, and provide a monument commemorating the historical significance of the Baker House in accordance with mitigation measure CUL-3 in the MMRP. In lieu of a new, stick frame structure, the City can authorize in writing an alternative means of compliance. iii. In accordance with the 1IR's mitigation measures, Developer shall complete the Baker House Improvements in accordance with the Approved Baker House Construction Drawings and the terms specified in this Section 11(B). Developer shall select a general contractor who shall obtain competitive bids from at least three (3) licensed and insured subcontractors designated by Developer for each major trade component of the Baker House Improvements with a scope of work over twenty-five thousand dollars ($25,000.00) ("Major Trade Component"). Developer shall provide the City with copies of all of such Major Trade Component bids, and Developer shall adjust inconsistent or incorrect assumptions so that a like -kind comparison can be made. Developer shall select in good faith the applicable subcontractor for each Major Trade Component that provides the lowest qualified bid and who agrees to meet Developer's construction schedule for each of the applicable components of the Baker House Improvements. a. If the total for all work to complete the Baker House Improvements is less than or equal to the Total Cost, then Developer shall complete all Baker House Improvements. b. If the total for all work to complete the Baker House Shell Improvements is, on its own, equal to or greater than the Total Cost, then Developer shall complete the Baker House Shell Improvements and have no further obligation to complete the Baker House Site Improvements. For the avoidance of doubt, Developer shall be required to pay for any cost overage associated with the Baker House Shell Improvements, and, upon completion, City shall deem Developer's obligations with respect to the Baker House complete regardless of the Site's compliance with regulations from the Americans with Disabilities Act, parking requirements, or other development standards. Developer shall not be liable for any defects related to the Baker House Site Improvements. -s- 11231-0267\3136111vi5.doc DOC #2026-0021697 Pagel 0 of 29 C. If the total for all work to complete the Baker House Shell Improvements is less than the Total Cost, but the combined price for all Baker House Improvements exceeds the Total Cost, then City shall either (i) reduce the proposed scope for the Baker House Site Improvements to result in a total bid price of less than or equal to the Total Cost for the Baker House Improvements, or (ii) direct Developer to contribute the difference between the Total Cost and the price for the Baker House Shell Improvements as a community benefit payment to be paid to City prior to the issuance of the first certificate of occupancy for the Project. iv. During construction of the Baker House Improvements, the City -appointed building inspectors shall not unreasonably delay construction or add new scopes of work beyond what is consistent with the approved Baker House Construction Drawings, excepting Iife safety items or items required by technical codes applicable to the construction of the Baker House Improvements. V. Upon completion of the actions set forth in Sections (11)(B)(i)-(iv), Developer shall have no further obligations of any kind with respect to Baker House or the Baker House Improvements, and the City shall be solely responsible for any future improvements, programming, maintenance, or public use of the site. Developer shall also dedicate to the City by grant deed fee title to the Baker House Site upon completion of the actions set forth in Sections (I ])(B)(i)-(iv). vi. City shall not issue a Certificate of Occupancy for any building within the Project until Developer has completed the Baker House Improvements in accordance with the Approved Balker House Construction Drawings, and obtained City acceptance thereof. Notwithstanding the foregoing; completion of the rehabilitation of Baker House and completion of the Baker House Improvements shall satisfy all but one hundred fifty thousand dollars ($150,000.00) of Developer's public art requirements under Chapter 17.124 of the City Municipal Code and the Public Art in Lieu Fee, which may be satisfied either through the procurement of art or payment of an in -lieu fee. C. Sidewalk, Trees, and Traffic Calming Improvements. Developer shall pay one million seventy thousand dollars ($1,070,000.00) as an in -lieu fee to City and contribution toward Sidewalks, Trees, and Traffic Calming improvements. The fee required pursuant to this Section 11(C) shall be due upon the issuance of the first building permit for the Project. Developer's contribution to the City for Sidewalks, Trees, and Traffic Calming improvements will satisfy any Condition of Approval, obligations/requirements in this Agreement, obligations/requirements in this Agreement, and any future obligations pertaining to Sidewalks, Trees, or Traffic Calming improvements. D. Traffic Improvements. Developer shall construct and take other action related to traffic improvements as required by the Project Entitlements. Developer shall submit off -site plans to the satisfaction of the City Engineer for each of the improvements identified below, as applicable, consistent with the City's standard off -site plan check review process required for issuance of an offsite encroachment permit(s). i. Traffic improvements as required by the Project Entitlements shall be completed, to the satisfaction of the City Engineer, no later than by issuance of the Certificate of -9- 11231-02670136111v15.doc DOC ##2026-0021697 Page 11 of 29 Occupancy of the Project's first building. However in the event that Developer is unable to complete the improvements by issuance of Certificate of Occupancy despite best efforts, due to processing, required coordination with other projects, or other issues outside of Developer's control, then Developer shall issue a bond for the remaining work and shall be obligated to complete the required improvements within one year of issuance of the Certificate of Occupancy for the Project's first building. ii. Developer shall construct the traffic improvements consistent with the demands outlined in the Project Entitlements. iii. If Developer is unsuccessful in obtaining the necessary rights -of -way or easements to construct the required traffic or storm drain improvements as required by the Project Entitlements, including such improvements at the northwest and southwest corners of 9th Street and Vineyard Avenue, the City shall work in good faith to assist Developer's effort to obtain the necessary right-of-way and easements, including by exercising the City's eminent domain power where applicable pursuant to Government Code Section 66462.5; however, the Developer shall first attempt good faith negotiations to acquire the adjacent property needed for the right of way. Further: a. With regards to the right-of-way located at northwest corner of Sth Street & Baker Avenue, which the City owns, the City shall sell the approximately 86 square feet of required right-of-way by the Developer to permit Developer to construct the required improvements at the north,-Arest corner of 81h Street & Baker Avenue for $5,000; and b. With regards to the right-of-way located at southeast corner of Sth Street & Baker Avenue, which is located within the City of Ontario ("Ontario"), the City will collaborate with Ontario to allow Developer to obtain the right-of-way. iv. Following completion of construction and approval by City, Developer shall dedicate these required traffic improvements and storm drain main to City. Developer's provision of traffic improvements and storm drain ]Hain pursuant to this Section 11(D) will satisfy any Condition of Approval and any future obligations pertaining to these required traffic improvements and storm drain main. E. Other City Fees. Developer is responsible for other applicable development fees, in accordance with Section 10(B), except that Developer shall be liable for one hundred fifty thousand dollars ($150,000.00) towards the public arts requirement, which may be satisfied by Developer as either through the procurement of art or payment of an in -lieu fee. F. RC Fiber. Developer shall complete construction of the improvements intended to serve RC Fiber to the Project, as described in the Project Entitlements' conditions of approval. Further, Developer shall utilize, and shall cause all tenants of the Project to utilize, RC Fiber high- speed broadband (at a minimum of one (1) Gigabits ("Gbps") per second service) for all fiber service within the Project's buildings for a period of not less than 10 years from the date each lease commences. Developer shall cause all tenant leases to include such a requirement that they will use RC Fiber high-speed broadband (at a minimum of one (1) Gigabits ("Gbps") per second service) for each tenant's fiber service during such ten year period. Provided that Developer -10- 11231-0267013611 N15.doc DOC #2026-0021697 Page 12 of 29 complies with the preceding three (3) sentences in this Section I I (F), Developer- shall not be in default of this Agreement if a tenant fails to obtain service from RC Fiber or does not carry out any obligations with RC Fiber. Except as set forth in this Section l I (F), City shall not have the ability to otherwise impact the viability or effectiveness of any tenant lease. City shall be a third - party beneficiary to all such terms included in tenant leases. Section 12. City's Obligations. The City shall reasonably expedite review and processing of all plans and issuance of all permits associated with the Project. Section 13. Annual Review. During the Term of this Development Agreement, City shall annually review the extent of good faith compliance by Developer with the terms of this Development Agreement. Developer shall file an annual report with the City indicating information regarding compliance with the terns of this Development Agreement by January 2 of each year following the Effective Date of this Agreement. Annual reports shall include all information necessary for the City to assess Developer's compliance with the terms and provisions of this Agreement. Developer shall have the right to cause the annual report to be filed by any lessee then occupying the Site provided, however, that Developer shall remain primarily responsible for such filing. Section 14. Indemnification and Legal Challenge. To the maximum extent permitted by law, Developer agrees to, and shall, defend, indemnify and hold City and its elected officials, officers, contractors serving as City officials, agents, and employees ("Indemnitees") harmless from liability for damage and/or claims for damage for personal injuries, including death, and claims for property damage, and with respect to all other actions and liabilities for damages caused or alleged to have been caused by reason of Developer's activities in connection with the construction of the Project or operation of the permitted use, and which may arise from the direct or indirect operations of Developer or those of Developer's contractors, agents, tenants, employees or any other persons acting on Developer's behalf, which relate to the construction of the Project or operation of the permitted use. This indemnity provision applies to all damages and claims for damage, as described above, regardless of whether the City prepared, supplied, or approved the plans, specifications, or other documents for the Project. In the event of any legal action challenging the validity, applicability, or interpretation of any provision of this Agreement, any of the entitlement documents pertaining to the Project including, without limitation, the Conditional Use Permit, Design Review, Tentative Parcel Map, Certificate of Appropriateness, EIR, or any other supporting document relating to the Project, the Developer shall indemnify, defend and hold harmless the Indemnitees, and each of therm, with respect to all liability, costs and expenses incurred by, and/or awarded against, the City or any of the Indemnitees in relation to such action. The City shall have the right to select counsel of its choice. The parties hereby agree to cooperate in defending such action. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction, the Developer may elect to continue development under this Agreement pending completion of the litigation but it shall do so at its sole risk, and the City shall not be liable for any loss suffered as a result thereof. -11- 1 1231-0267\31361 Hv I SAm DOG #2026-0021697 Page 13 of 29 Section 15. Amendments. This Agreement may be amended or canceled, in whole or in part, only by mutual written consent of the parties and theta in the manner provided for in California Government Code § 65868, et seq., or successor provisions thereto. Section 16. Minor Amendments to Development PIan. Upon the written application of Developer, minor modifications and changes to the Development Plan, including modifications to the building design or footprint affecting setbacks, parking layout and design, and landscape design may be approved by the Planning Director ("Director'). Substantial changes in the Development Plan, as determined by the Director, shall be processed through the process required by law to amend or modify the Development Plan. Upon the approval of such changes to the Development Plan, Developer and City shall amend this Agreement to memorialize and acknowledge the revised Development Plan. Section 17. Enforcement. In the event of a default under the provisions of this Agreement by Developer, City shall give written notice to Developer (or its successor) by registered or certified mail addressed at the address stated in this Agreement, and if such violation is not corrected to the reasonable satisfaction of City within thirty (30) days after such notice is served on Developer, or if not corrected within such reasonable time as may be required to cure the breach or default if said breach or default cannot be cured within said thirty (30) days (provided that acts to cure the breach or default must be commenced Nvithin said thirty (30) days and must thereafter be diligently pursued by Developer), then City may, without further notice, declare a default under this Agreement and, upon any such declaration of default, City may bring any action necessary to specifically enforce the obligations of Developer growing out of the operation of this Development Agreement, apply to any court, state or federal, for injunctive relief against any violation by Developer of any provision of this Agreement, or apply for such other relief as may be appropriate. Section 18. Event of Default. Developer is in default under this Agreement upon the happening of one or more of the following events or conditions: A. If a material warranty, representation or statement made or furnished by Developer to City set forth herein or in any document incorporated by reference herein is false or proved to have been false in any material respect when it was made; B. If a finding and determination is made by City following an annual review pursuant to Section 13 hereinabove, upon the basis of substantial evidence, that Developer has not complied in good faith with any material terms and conditions of this Agreement, after notice and opportunity to cure as described in Section 17 hereinabove; or C. A breach by Developer of any of the provisions or terms of this Agreement, after notice and opportunity to cure as provided in Section 17 hereinabove. Section 19. No Waiver of Remedies. City does not waive any claim of defect in performance by Developer if on periodic review City does not enforce this Agreement. Nonperformance by Developer shall not be excused because performance by Developer of the obligations herein contained would be unprofitable, difficult or expensive or because of a failure of any third party or entity, other than City. Subject to the provisions of Section 20, all other remedies at law or in equity which are not otherwise provided for in this Agreement are available to each party to pursue -12- 11231-0267\3136111v15.doc DOC #2026-0021697 Page 14 of 29 in the event that there is a breach of this Development Agreement by the other party (subject to applicable notice and cure periods). No waiver by City or Developer of any breach or default under this Development Agreement by the other party shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. Section 20. City Not Liable For Damages, It is acknowledged by the parties that the City would not have entered into this Agreement if it could be held liable in monetary damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorney's fees in accordance with this Agreement, the Developer covenants on behalf of itself and its successors in interest not to sue for or claim any monetary damages for any breach of this Agreement. Notwithstanding any terms to the contrary herein, Developer may institute an action for specific performance or other legal or equitable relief to cure, correct or remedy any default, to enforce any covenants or agreements herein, or to obtain any other remedies consistent with the purpose and terms of this Agreement. Section 21. Rights of Lenders Under this Agreement. Should Developer place or cause to be placed any encumbrance or lien on the Project, or any part thereof, the beneficiary ("Lender") of said encumbrance or lien shall have the right at any time during the term of this Agreement and the existence of said encumbrance or lien to: A. Do any act or thing required of Developer under this Agreement, or cure any default of Developer under this Agreement within the time limits set forth in Section 17, and any such act or thing done or performed by Lender or cure shall be as effective as if done by Developer; B. Realize on the security afforded by the encumbrance or lien by exercising foreclosure proceedings or power of sale or other remedy afforded in law or in equity or by the security document evidencing the encumbrance or lien (hereinafter referred to as "a trust deed"); C. Transfer, convey or assign the title of Developer to the Project to any purchaser at any foreclosure sale, whether the foreclosure sale be conducted pursuant to court order or pursuant to a power of sale contained in a trust deed; and D. Acquire and succeed to the interest of Developer by virtue of any foreclosure sale, whether the foreclosure sale is conducted pursuant to a court order or pursuant to a power of sale contained in a trust deed. Should any Lender require or request all amendment of this Agreement in respect of the rights and remedies granted to a Lender, City hereby agrees to execute and deliver such an amendment so long as the proposed amendment does not materially and adversely affect the rights, powers, and remedies of the City in respect of a default by Developer hereunder. Section 22. Notice to Lender. City shall give written notice of any default or breach under this Agreement by Developer to Lender (if known by City) simultaneously with such notice of default City gives to Developer and afford Lender the opportunity after receipt of service of the notice to: A. Cure the breach or default within thirty (30) days after service of said notice, where the default can be cured by the payment of money; -13- 1 1231-026T31361 11 v r 5.doc DOC #2026-0021697 Cage 15 of 29 B. Cure the breach or default within thirty (30) days after service of said notice where the breach or default can be cured by something other than the payment of money and can be cured within that time; or C. Cure the breach or default in such reasonable time as may be required where something other than payment of money is required to cure the breach or default and cannot be performed within thirty (30) days after said notice, provided that acts to cure the breach or default are commenced within a thirty (30) day period after service of said notice of default on Lender by City and are thereafter diligently continued by Lender. Section 23. Action by Lender. Notwithstanding any other provision of this Agreement, a Lender may forestall any action by City for a breach or default under the terms of this Agreement by Developer by commencing proceedings to foreclose its encumbrance or lien on the Project. The proceedings so commenced may be for foreclosure of the encumbrance by order of court or for foreclosure of the encumbrance under a power of sale contained in the instrument creating the encumbrance or Iien. The proceedings shall not, however, forestall any such action by the City for the default or breach by Developer unless: A. They are commenced within thirty (30) days after service on Developer (and on Lender if Lender's address is provided to the City) of the notice described hercinabove; B. They are; after having been commenced, diligently pursued in the manner required by law to completion; and C. Lender keeps and performs all of the terms, covenants, and conditions of this Agreement requiring the payment or expenditure of money by Developer until the foreclosure proceedings are complete or are discharged by redemption, satisfaction, or payment. Section 24. Notice. Any notice required to be given by the terms of this Agreement shall be provided by certified mail at the address of the respective parties as specified below or at any other such address as may be later specified by the parties hereto. To Developer: CP Logistics Vineyard LLC 2442 Dupont Drive Irvine, CA 92612 Attention: Jacob R. LeBlanc CDP Development, Inc. 2442 Dupont Drive Irvine, CA 92612 Attention: Chase Metkovich To City: City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California 91730 Attention: Planning Director -14- 11231-02674313G111v15.doe DOC #2026-0021697 Page 16 of 29 Section 25. Attorneys' Fees. In any proceedings arising from the enforcement of this Development Agreement or because of an alleged breach or default hereunder, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees and experts' fees incurred during the proceeding (including appeals) as may be fixed within the discretion of the court. Section 26. Binding Effect. This Agreement shall bind, and the benefits and burdens hereof shall inure to, the respective parties hereto and their legal representatives, executors, administrators, successors and assigns, wherever the context requires or admits. Section 27. Applicable Lave and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Venue for any action or litigation brought for breach or to enforce any provision of this Agreement shall be the Superior Court of the County of San Bernardino, California. Section 28. Partial Invalidity. If any provisions of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. Section 29. Recordation. Developer shall record this Agreement in the Official Records of t13e County .Recorder of the County of San Bernardino at Developer's sole expense within ten (10) business days following the Effective Date. Upon the expiration of the terms of this Agreement and the request of the Developer, the City will execute and deliver, in recordable form, an instrument confirming that this Agreement is terminated and of no further- force or effect. Section 30. Force Majeure. In the event that either party hereto shall be delayed or hindered or prevented frorn performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, riots, insurrection, terrorism, war or other reason of similar nature not the fault of the party delayed in performing the work or doing the acts required under the terms of this Agreement, then the performance of such act shall be excused for the period of the delay caused by the foregoing. Financial inability shall not be deemed an excuse for delay under this Section 30. Section 31. Integrated Agreement. This Development Agreement consists of this Agreement together with all Exhibits attached hereto, and all of the same are hereby incorporated by reference. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions set forth in the Exhibits. No representation or promise, verbal or written, not expressly set forth herein shall be binding or have any force or effect. Section 32. Time of Essence. Time is of the essence in every provision hereof in which time is a factor. -IS- 11231-0267\3136111v15.doc DOC #2026-0021697 Page 17 of 29 IN WITNESS WHEREOF, this Agreement has been executed by the parties and shall be effective on the Effective Date set forth hereinabove. CITY: CITY OF RANCHO CUCAMONGA, a Municipal Corporation Dated: CSC �•� .2.6�.� By: i -�Hennis Michael Mayor AKi EST: LIA Sevy City Clerk Approved as to form: Nicholas R. Ghirelli City Attorney [Signatures continue on followingpage] -16- 11231-026713136111vI5.doc DOC #2026-0021697 Page 18 of 29 DEVELOPER: CP LOGISTICS VINEYARD LLC, a Delaware limited liability company By: CP LOGISTICS PLATFORM, LLC, a Delaware limited liability company, its Sole Member By: PANATTONI CLP, LLC, a Delaware limited liability company, its Administrator By: PANATTONI CLP OPERATOR, LLC, a Delaware limited liability company, its Manager By: WillgKBullen, Vice President CP LOGISTICS VINEYARD LLC, a Delaware limited liability company By: CP LOGISTICS PLATFORM, LLC, a Delaware limited liability company, its Sole Member By: PANATTONI CLP, LLC, a Delaware limited liability company, its Administrator By: PANATTONI CLP OPERATOR, LLC, a Delaware limited liability company, its Manager �j By:s� `"— Adon Panattoni, Vice President DOC #2026-0021697 Page 19 of 29 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 Colorado ) County of Denver ) On .) } Nr i 6 , `102t ,. before me, iS g�t2 << r (insert name and title of the officer) Notary Public, personally appeared U i l 1_l 8M CSu.I 1E\1 _ , 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 Colorado that the foregoing paragraph is true and correct. WITNESS my [land and official seal. yqSignature (Seal) ROBIN MARTIN SANDERSON NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20014020557 MY COMMISSION EXPIRES 07/03/2029 DOC #2026-0021697 Page 20 of 29 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Orange On January7, 2026 before me, Date personally appeared Adon Panattoni Kathe Washburn, Notary Public Here Insert Name and Title of the Officer Name(s) of Signer(s) 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(€es), 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. €(ATHE WASHBURN Notary Publ€c - CaliforniaOrange county Commission N 2471439 40my Comm. Expires Noy 13, 2027 Place Notary Sea! andlor Stamp Above 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. Signatur OPTIONAL of Notary Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Development Agreement Document Date: Number of Pages: Signers) Other Than Named Above: No other signers Capac€ty(€es) Claimed by Signer(s) Signer's Name: Adon Panattoni ❑ Corporate Officer— Title(s): ❑ Partner — ❑ Limited ❑ General I7 Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ® Other: Vice n Signer is Representing: O2017 National Notary Association Signer's Name: LIA ❑ Corporate Officer -- Title(s): ❑ Partner -- 0 Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: DOC #2026-0021697 Page 21 of 29 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Bernardino On J011"�f 2�,�,.2� before me, u�mtn �ri� Now- PVW1 V' (insert name and title of the o icer) Notary Public, personally appeared Dann►y M : dqq6I who proved to rare on the basis of satisfactory evidence to be the person(4 «hose narxle(ir)eaiz& subscribed to the within instrument and acknowledged to me that(re shay executed the same in hi. Bair authorized capacity(-igs}, and that b) hi /lwiir signature(} on the instrument the person(a), or the entity upon behalf of which the personW acted, executed the instrument. T certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (Sea]} JASMIN f3RIEL Notary Public • California San Bernardino County s COmmission # 2414380 'P My Comm, Expires Sep 26, 202b 11231-0267\3136111vi5.dnc DOC #2026-0021697 Page 22 of 29 ExhibitA-1 9th & Vineyard Legal Description That certain real property located in the City of Rancho Cucamonga, County of San Bernardino, State of California and is described as follows: PARCEL 1: ALL THAT PORTION OF LOT 31 LYING NORTH OF THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILROAD COMPANY, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE MAP OF CUCAMONGA LANDS, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 4 OF MAPS PAGE 9, RECORDS OF SAID COUNTY, EXCEPTING THEREFROM THE WEST 200 FEET OF THE NORTH 160 FEET THEREOF, APN: 0207.271.25 PARCEL 2: THE WEST ONE-HALF OF LOT 25, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO MAP OF CUCAMONGA LANDS, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4 OF MAPS, PAGE 9, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LOT 25, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 25 ON THE SOUTH LINE OF 9TH STREET, 60 FEET WIDE AS SHOWN ON SAID MAP; THENCE SOUTH 305 FEET; THENCE EAST 108 FEET; THENCE NORTH 125 FEET; THENCE EAST 123 FEET; THENCE NORTH 180 FEET TO THE SOUTH LINE OF SAID 9TH STREET; THENCE WEST ALONG THE SOUTH LINE OF 9TH STREET TO THE POINT OF BEGINNING. ALSO EXCEPT THE INTEREST IN THE NORTH 33 FEET OF SAID LOT 25 AS CONVEYED TO THE COUNTY OF SAN BERNARDINO FOR HIGHWAY PURPOSES BY DEED RECORDED OCTOBER 24,1958, IN BOOK 4638 PAGE 277, OFFICIAL RECORDS, AND BY DEED RECORDED APRIL 9, 1932, IN BOOK 809 PAGE 195, OF OFFICIAL RECORDS, APN: 0207.271-27 PARCEL 3: PARCEL NO.3 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO.672 FOR LOT LINE ADJUSTMENT AS EVIDENCED BY DOCUMENT RECORDED JUNE 30, 2009 AS INSTRUMENT NO.2009-0285832 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE EAST HALF OF LOT 25, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING WEST OF THAT CERTAIN EASEMENT 10.9.19 DOC #2026-O021697 Page 23 of 29 CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23,1943, AND RECORDED DECEMBER 2, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS. EXCEPTING THEREFROM THE NORTH 30.00 FEET OF THE PROPERTY HEREIN DESCRIBED, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO FOR HIGHWAY PURPOSES, BY DEED RECORDED APRIL 9,1932, IN BOOK 809, PAGE 195, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT, BY DEED RECORDED FEBRUARY 28, 1979, IN BOOK 9632, PAGE 663, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF SAID LOT 25 WITH THE NORTH LINE OF SAID LOT; THENCE SOUTH 890 46 40" EAST 55.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 00' 13' 15" WEST 222.33 FEET; THENCE SOUTH 170 39' 31" EAST 123.77 FEET; THENCE SOUTH 00' 13' 15" WEST 43.18 FEET; THENCE SOUTH 89° 46' 45" EAST 371.43 FEET TO THE WESTERLY LINE OF THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23,1943, AND RECORDED DECEMBER 2, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS. APN: 0207-271.94 PARCEL 4: LOT 1 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO, 700 FOR LOT MERGER, AS EVIDENCED BY DOCUMENT RECORDED JULY 15, 2015 AS INSTRUMENT N0.2015-0300680 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT LAND IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA DESCRIBED IN GRANT DEED RECORDED MAY 19,1998 AS DOCUMENT NO.1998- 0190862 OF OFFICIAL RECORDS OF SAID COUNTY TOGETHER WITH THAT LAND IN SAID CITY, COUNTY AND STATE DESCRIBED IN GRANT DEED RECORDED MAY 19,1998 AS DOCUMENT NO. 1998-0190863 OF SAID OFFICIAL RECORDS DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LAND DESCRIBED IN GRANT DEED RECORDED MAY 19, 1998 AS DOCUMENT NO. 1998-0190862. ON THE SOUTH LINE OF NINTH STREET, 30.00 FEET IN HALF WIDTH, THENCE SOUTH 305 FEET; THENCE EAST 108 FEET; THENCE NORTH 125 FEET; THENCE EAST 123 FEET; THENCE NORTH 180 FEET TO SAID SOUTH LINE OF NINTH STREET; THENCE WEST 231 FEET TO THE POINT OF BEGINNING. APN: 0207-271-97 PARCEL 5: PARCELSA: THE SOUTH 60 FEET OF THE NORTH 160 FEET OF THE WEST 150 FEET OF THAT PORTION OF LOT 31, LYING NORTH OF THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILROAD COMPANY, 10.9.19 DOC #2026-0021697 Page 24 of 29 SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO MAP OF CUCAMONGA LANDS, AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY. APN: 0207.271-39 PARCEL 5B: THE WEST 200 FEET OF THE NORTH 160 FEET OF LOT 31, SECTION 9 TOWNSHIP 1 SOUTH, RANGE 7 WEST, ACCORDING TO MAP OF CUCAMONGA LANDS, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 4, PAGE 9 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE WEST 150 FEET, OF THE SOUTH 60 FEET, APN: 0207-271-40 PARCEL 6: PARCEL 11 OF PARCEL MAP NO. 16141, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 215 OF PARCEL MAPS, PAGES 85 THROUGH 87 RECORDS OF SAID COUNTY. APN: 0207-271-89 PARCEL 7: PARCEL NO.2 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO.672 FOR LOT LINE ADJUSTMENT AS EVIDENCED BY DOCUMENT RECORDED JUNE 30, 2009 AS INSTRUMENT NO.2009-0285832 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 32, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF LOT 32 AND THE WEST LINE OF THE EAST HALF OF LOT 32; THENCE SOUTH 00" 13' 15" WEST 102.56 FEET; THENCE SOUTH 890 46' 45" EAST 433.83 FEET; THENCE SOUTH 00' 13' 15" WEST 8.30 FEET; THENCE SOUTH 89" 46' 45" EAST 213,03 FEET TO THE EAST LINE OF SAID LOT 32. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF RANCHO CUCAMONGA, BY DEED RECORDED JANUARY 19, 1987, AS INSTRUMENT NO.87-016234, OF OFFICIAL RECORDS. TOGETHER WITH THAT PORTION OF THE EAST HALF OF LOT 25, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF 10.9.19 DOC #2026-0021697 Page 25 of 29 MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING WEST OF THAT CERTAIN EASEMENT CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23,1943, AND RECORDED DECEMBER 2, 1943, IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS. EXCEPTING THEREFROM THE NORTH 30.00 FEET OF THE PROPERTY HEREIN DESCRIBED, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO FOR HIGHWAY PURPOSES, BY DEED RECORDED APRIL 9, 1932, IN BOOK 809, PAGE195, OF OFFICIAL RECORDS, ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT, BY DEED RECORDED FEBRUARY 28,1979, IN BOOK 9632, PAGE 663, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF SAID LOT 25 WITH THE NORTH LINE OF SAID LOT; THENCE SOUTH 890 45' 40" EAST 55.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 00013' 15" WEST 222.33 FEET; THENCE SOUTH 170 39' 31" EAST 123.77 FEET; THENCE SOUTH 00° 13' 15" WEST 43.18 FEET; THENCE SOUTH 89' 46' 45" EAST 371.43 FEET TO THE WESTERLY LINE OF THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED DATED NOVEMBER 23,1943, AND RECORDED DECEMBER 02,1943. IN BOOK 1642, PAGE 319, OF OFFICIAL RECORDS, APN: 0207.271.96 PARCEL B: PARCEL N0, 1 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO, 672 FOR LOT LINE ADJUSTMENT AS EVIDENCED BY DOCUMENT RECORDED JUNE 30, 2009 AS INSTRUMENT N0.2009-0285832 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 32, SECTION 9, TOWNSHIP 1 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO MAP OF CUCAMONGA LANDS AS PER PLAT RECORDED IN BOOK 4 OF MAPS, PAGE 9, RECORDS OF SAID COUNTY, LYING NORTHERLY OF THE NORTH LINE OF THE ACHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY (100 FEET WIDE), EXCEPTING THEREFROM, THAT PORTION LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF LOT 32 AND THE WEST LINE OF THE EAST HALF OF LOT 32; THENCE SOUTH 000 13'15" WEST 102.56 FEET; THENCE SOUTH 89' 46' 45" EAST 433.83 FEET; THENCE SOUTH 000 13' 15" WEST 8,30 FEET; THENCE SOUTH 890 46' 45" EAST 213.03 FEET TO THE EAST LINE OF SAID LOT 32. APN; 0207-271-93 10.9.19 ©OC #2026-0021697 Page 26 of 29 EXHIBIT A-2 SITE PLAN Not recorded with this document. Original on file with City of Rancho Cucamonga Planning Department under DRC2022-00266. DOC #2026-0021697 Page 27 of 29 EXHIBIT B DEVELOPMENT PLAN Not recorded with this document. Original on file with City of Rancho Cucamonga Planning Department under DRC2022-00266. ©OC #2026-0021697 Page 28 of 29 EXHIBIT C BAKER HOUSE SITE PLAN & SPECIFICATIONS Not recorded with this document. Original on file with City of Rancho Cucamonga Planning Department under DRC2022-00266. DOC #2026-0021697 Page 29 of 29 EXHIBIT D DEVELOPMENT IMPACT FEES Fees shall include and be limited to the following: • City -Wide Systems Fees for Transportation Development — South Zone (Rancho Cucamonga Municipal Code Chapter 3.28) • Police Impact Fee (Rancho Cucamonga Municipal Code Chapter 3.64) • Fire Impact Fee (Rancho Cucamonga Municipal Code Chapter 3.80) • Affordable Housing Development Impact Fee (Rancho Cucamonga Municipal Code Chapter 3.76) 1 1231-0267\31361 1 I v 1 5.doc