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HomeMy WebLinkAbout93-220 - ResolutionsRESOLUTI~NO. 93-220 A RESOLUTIC~ OF THE CITY ~ OF ~HE CITY OF RANO~ ~, CAT,T*FORNIA, ~ING RE~OI.L~I'~C~ ~. 93-~2 ~ ~A ~~ D~~; ~ ~F; ~ ~~ ~~ ~ OF ~ ~ Act of 1913", being Divisic~ 12 of the Streets an~ H~3h~ays Code of the State of California, f~r the i~Allatic~ of oertai~ p~blic ~ks of a.~m~nt district to be known and designated_~ as ASSE~T DISTRICT NO. 93-1 (MASI PIAZA) (hereinafter referred to as the "Assessment District"); and, WHEREAS, on July 21, 1993, the City Council did adopt its Resolution No. 93-152 (the "Resolution of Intention") declaring its intention to order the installation of oertain i~pro%m~ents in the ;%~ment District; declaring the work to be of more than local or ordinary benefit; describing the assessment district to be assessed to pay the costs and expenses thereof; and providing for the issuance of bonds; and, WHEREAS, tb~ owners of the property within the pro~ A~m~nt District have requested that the Resolution of Intention be temporarily rescinded and be subeequently reconsi_der~ for adoption at a later date. NOW, THEREFORE, the City Coucil of the City of Rancho Cucamonga does hereby resolve as follows: Section 1. That the above recitals are all true and correct. Section 2. q]%at the Resolution of Intention is hereby rescinded and shall be of no further foroe nor effect unless s~ly reoonsidered Section 3. That the rescission of the Resolution of Intention does not and shall not be considered to be an ~ of the proce~_~ ings to form the Assessment District. PASS~I), ~, andADOPTeD this 17thday of November, 1993. Ai~, Buquet, Gutierrez, Stout, Williams NOES: None ABS~T: None Dennis L. Stout, Mayor Resolution No. 93-220 City Clerk I, DFRRA J. AE~MS, CITY cLFRK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Oouncil of the City of P~ncho Cucamonqa, California, at a regular meeting of said City Council held on the 17th day of November, 1993. Executed this 18th day of November, 1993, at Rancho Cucamonga, California. Resolutic~ No. 93-220 ACQUISITION/FINANCING AGREEMENT THIS AGREEMENT is made and entered into this 1st day of November, 1993, by and between the CITY OF RANCHO CUCAMONGA, a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California (hereinafter referred to as "City"), and MASI COMMERCE CENTER PARTNERS, a California general partnership (hereinafter collectively referred to as "Owners"). WHEREAS, the City is considering the formation of a special assessment district under the terms and conditions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Code of the State of California (the "1913 Act"), for the construction of certain public improvements, together with appurte- nances and appurtenant work within the jurisdictional limits of said City, said special assessment district known and designated as ASSESSMENT DISTRICT NO. 93-1 (MASI PLAZA) (hereinafter referred to as the "Assessment District"); and, WHEREAS, Owners, in order to proceed in a timely way with its development, desires to construct certain public works of improvement that are to be owned, operated and maintained by the City (the "City Improvements") and by the Cucamonga County Water District (the "CCWD Improvements" and "CCWD" respectively) and that are proposed to be included with the works of improvement for the Assessment District, namely, the improvements as set forth and described in the attached, referenced and incorporated Exhibit "A" (collectively, the "Improvements"); and, WHEREAS, the City and Owners are in agreement that the Improvements may be acquired by the City through the Assessment District financing at prices determined pursuant to the provisions of this Agreement and the 1913 Act; and, WHEREAS, it is the intent of this Agreement to provide that Owners shall, upon a successful confirmation of assessments and sale of bonds for the Assessment District, be paid for the Improvements which are integral and a part of the Assessment District, at the prices as determined by the City; and, WHEREAS, the City has no objection to purchasing the Improvements from said owners, and Owners is desirous that the City purchase said Improvements, and at this time said Improvements are owned by owners. NOW, THEREFORE, IT IS MUTUALLY AGREED between the respective parties as follows: SECTION 1. Recitals. That the above recitals are all true and correct. SECTION 2. Plans and Specifications. All plans, specifications and bid documents for the Improvements shall be prepared by the owners at the Owners's initial expense, subject to City or CCWD approval, as the case may be (the "Plans and Specifications"). The costs of acquisition of such Improvements shall include costs for said plans, specifications, bid documents and all related documentation. Owners shall not award bids for construction, commence construction or cause commencement of construction of any Improvements until the Plans and Specifications have been approved by the City or CCWD, as the case may be. Resolutic~ No. 93-220 Page4 SECTION 3. SECTION 4. SECTION 5. CCWM) Agreement. Owners and CCWD have entered, or intend to enter, into an agreement pertaining to the design, bidding,. bonding, construction, inspection and 'acceptance of the CCWD Improvements (the "CCWD Agreement"). City and Owners agree that to the extent that the CCWD Agreement does not conflict with the requirements of the 1913 Act pertaining to the acquisition and financing of the CCWD Improvements, the CCWD Agreement shall establish the terms and conditions governing the preparation of Plans and Specifications, inspections and construc- tion of the CCWD Improvements, but that this Agreement shall control the Purchase Price to be paid for any such CCWD Improvements. Construction of Improvements. Owners covenants and agrees that all Improvements shall be constructed by, or under the direction of, Owners and shall be constructed (a) in substantial compliance with the approved Plans and Specifications (as defined herein) for such Improvements (b) in a good and workmanlike manner by well-trained adequately supervised workers, (c) in strict compliance with all governmental and quasi-governmental rules, regulations, laws, building codes and all requirements of Owners's insurers and lenders, (d) free of any design flaws and defects and (e) in compliance with the requirements of Section 10010 of the California Streets and Highways Code, which statute requires that any improvements to be acquired by the City which are completed after adoption of the resolution of intention for the acquisition of such Improvements must be constructed as if such Improvements had been constructed under the direction and supervision, or under the authority, of City. After approval of the Plans and Specifications for the Improvements pursuant to Section 2, Owners shall solicit at least three (3) bids for such Improvements and shall provide City with a list of all bids received for the contract. Subject to City's prior written approval, such approval not to be unreasonably withheld or delayed, Owners shall award the contract(s) for such Improvements to the lowest responsible bidder. City, in its sole but reasonable discretion stating the reasons therefore, may require Owners to reject all bids and require the work for such Improvements to be rebid. In order to include the cost of any change order as an eligible cost for purposes of determining the Purchase Price for an Improvement pursuant to Section 8 of this Agreement, Owners shall obtain the prior written approval of City of such change order, which approval shall not be unreasonably withheld or delayed. Inspection and Acceptance of the Improvements. The construction activi- ties relating to the Improvements shall be subject at all reasonable times to inspection by authorized representatives of City or CCWD, as appropriate. Once all of the Improvements to be acquired by City have been completed in accordance with the approved Plans and Specifications (including any change orders reasonably approved by City or CCWD, as appropriate), then the Improvements shall be eligible for acceptance by the City for purposes of paying the Purchase Price (as defined in Section 8 below) for the Improvements. ResolutimNo. 93-220 SECTION 6. SECTION 7. SECTION 8. Prior to acceptance of the Improvements by City for purposes of paying the Purchase Price, the Owners shall prorid? to City (i) as-built drawings or other similar plans and specifications for all of the Improvements in a form reasonable acceptable to City or CCWD, as applicable, (ii) a certificate of Owners, supplemented by information reasonably satisfactory to City, that the Improvements have been constructed as if they had been constructed under the direction and supervision, or under the authority of City, and (iii) a certificate of Owners stating that no mechanic's liens or other encumbrances have attached, or to the best knowledge of Owners, after due inquiry, will attach to the Improvements. Warranty of Improvements. The owners shall be obligated for a period of twelve (12) months after the date City accepts the Improvements to repair or replace any defects or failures resulting from the work of Owners, its contractors or agents. Upon the expiration of such twelve (12) month period, owners shall assign to City or CCWD, as applicable, its rights in and to any warranties, guarantees or other evidence of contingent obligations of third persons with respect to such Improvements. At the time City accepts the Improvements, owners shall post a maintenance bond in a form reasonably approved by the City, cause such a maintenance bond to be posted, or assign Owners's rights under such a bond naming City or CCWD, as applicable, as beneficiary in an amount equal to ten percent (10%) of the construction costs of the Improvements in order to secure Owners's obligations pursuant to this Section. Notice of Completion and Lien Releases. owners shall notify City in writing upon completion of the Improvements. owners shall prepare and execute a Notice of Completion for the Improvements thereof in the form prescribed by Section 3093 of the California Civil Code and shall record such notice in the Official Records of the County. Owners shall cause its contractor(s) to provide unconditional lien releases for the Improvements in accordance with Section 3262 of the Civil Code. Notwithstanding the foregoing, City may waive the requirement for a Notice of Completion and lien releases if City determines that as of the date of payment of the Purchase Price for the Improvements, title to the Improvements satisfies the requirements for Acceptable Title (as hereinafter defined). Payment of Purchase Price. The owners may, upon completion of all of the Improvements and submission of the documents described in Section 5, request in writing payment of the Purchase Price (as hereinafter defined) for the Improvements. Upon satisfaction of the conditions to acceptance of the Improvements for purposes of paying the Purchase Price as set forth herein, City shall determine and pay the Purchase Price for the Improvements in accordance with this Section 8. (a) Amount of Purchase Price. The amount to be paid by City for the Improvements to be acquired from Owners (the "Purchase Price") as to each such Improvement shall (i) be determined by City in accordance with the provisions of this Section 8, (ii) equal the lesser of the cost or the value thereof, (iii) include the Resolution No. 93-220 reasonable cost or value of eligible appurtenant public facilities, (iv) include the costs of the title insurance policy described in Section 10 (a), and (v) include all other costs of construction 'reasonably determined by City to be eligible under the 1913 Act as a part of the cost of the Improvements, such as fees and costs incurred in obtaining permits and licenses, the costs of change orders, and engineering and inspection fees, and the costs of such other items as are specifically referred to on Exhibit "B" hereto; provided, however, in no event shall the cost or value of the Improvements be deemed to exceed the contract prices set forth in the contracts and change orders approved by City. Except as provided in subsction (d) below, City shall only be required to pay the lesser of the Purchase Price for an Improve- ment or the amount budgeted for such Improvement as described in Exhibit "B" (the "Budgeted Amount"). Any unpaid portion of the Purchase Price in excess of the Budgeted Amount for each Improvement shall, to the extent of the funds available for such purpose, be paid out of Surplus Proceeds in accordance with subsection (d) below. (b) Documentation. Any payment request submitted by Owners shall be properly executed and shall include all supporting documents referred to in the payment request and Section 5 above, including evidence acceptable to the City Attorney of the City (the "City Attorney") that the Owners's contractor(s) have provided unconditional lien releases for the Improvements. Improvements constructed on land to be conveyed to a public agency shall not be formally accepted until the land has been so conveyed. If land is to be conveyed to an agency other than the City, Owners shall provide the City Engineer with evidence that the land has been accepted by the applicable public agency. (c) Review of Payment Request. The City Engineer shall review each payment request. If the City Engineer finds that any such payment request is incomplete, improper or otherwise not suitable for approval, the City Engineer shall inform Owners in writing within twenty (20) working days after receipt thereof, the reasons for his finding. Owners shall have the right to respond to this finding by submitting further documentation and/or to resubmit the payment request within thirty (30) days after receipt of the denial. A resubmittal shall be deemed a new payment request for purposes of this Section. The City Engineer shall review any resubmitted payment request and inform Owners of his approval or denial of it in accordance with this Section within ten (10) working days after receipt of the resubmission. Costs incurred under a construction contract entered into as a result of a call for public bids and pursuant to the requirements of this Agreement and pursuant to change orders approved by City shall be deemed to be reasonable. (d) Surplus Proceeds. Upon completion of construction of all Improve- ments, the payment of the Purchase Price or that portion of the Purchase Price for all Improvements up to the Budgeted Amount for each such Improvement and the determination by the City that there Resolutio~ No. 93-220 Page7 SECTION 9. SECTION 10. are excess proceeds of the Bonds in the Improvement Fund ("Surplus Proceeds"), the City shall pay to Owners solely from such Surplus Proceeds (and only to the extent thereof) that portion of the Purchase Price for any Improvement which exceeded the Budgeted Amount for such Improvement; provided, however, that Owners can document cost overruns related to the construction of the Improvements in excess of the Budgeted Amount to City's reasonable satisfaction. (e)' Payment. Except for that portion of the Purchase Price in excess of the Budgeted Amount, the Purchase Price for each Improvement shall be paid to Owners within thirty (30) days after the date of the City Engineer's approval of the payment request, but not earlier than thirty-five (35) days after the recording of a Notice of Completion for the Improvement. The Purchase Price shall be distributed pursuant to written instructions executed by all persons having an interest in the property, as disclosed by a current title report. "Interested parties" shall consist of the Owners, the owners of the property within the Assessment District as shown on the last equalized assessment roll for property taxes, as well as any beneficiaries under any existing deeds of trust. No cash distribution shall be made until all parties have executed the appropriate written instructions. Notwithstanding the foregoing, the Purchase Price shall not be due and payable to the Owners except to the extent of, and the aggre- gate Purchase Price for all Improvements shall be limited by, available funds in the Improvement Fund, which shall be funded through the sale of Bonds as defined in Section 18 hereof. The City shall have no obligation to pay the Purchase Price for the Improvements or any portion thereof from any other funds of the City. Audit. The authorized representatives of City shall have the right, upon two (2} days prior written notice to Owners and during normal business hours, to review all books and records of Owners pertaining to costs and expenses incurred by Owners in construction of the Improvements. Ownership and Transfer of Improvements. The conveyance of the Improve- ments by Owners to City shall be in accordance with the following procedures: (a) Improvements Constructed on Land not Owned by City or CCWD. As a condition to the payment of any portion of the Purchase Price, Owners shall cause an irrevocable offer of dedication to be made to City or CCWD or an outright grant of a fee interest or easement interest as appropriate, in the City's sole discretion, of the appropriate right, title and interest in and to the portion of such property related to such Improvement, including any temporary construction or access easements. Owners, whether or not it is the Owners constructing the Improvements, agrees to execute and Resolutic~ No. 93-220 deliver to City the documents required to complete the transfer of Acceptable Title to such portion of the Property. For purposes of this Agreement, the term "Acceptable Title" shall mean title to the portion 6f the property to be conveyed free and clear of all taxes, liens, encumbrances, assessments, easements, leases, whether any such item is recorded or unrecorded, except those non- monetary encumbrances and easements which are reasonably determined by City not to interfere with the intended use of the portion of the property. As a further condition to the payment of the Purchase Price for an Improvement, Owners at its sole cost and expense, subject to reimbursement pursuant to Section 8, shall cause to be issued a policy of title insurance for such portion of the property in an amount not to exceed the Purchase Price and in the form normally required by City in connection with the dedication of land for subdivision improvements and title endorsements reasonably requested by City. (b) Improvements Constructed on Land Owned by City or CCWD. If Owners are authorized by City to construct an Improvement on land owned in fee by City or CCWD, as appropriate, or on land over which City owns an easement, Owners shall obtain the necessary encroachment permits to enter such land for purposes of constructing such Improvement. City shall cooperate with Owners in issuing such encroachment permits. Improvements shall be inspected by City on an ongoing basis. SECTION 11. Subdivision Improvement Bonds. A subdivision improvement or security bond may be required by City to assure the completion of the Improve- ments, the construction of which are a condition precedent to recorda- tion of a final subdivision or parcel map unless (1) such Improvements constitute a portion of the required subdivision improvements, (2) Bond proceeds to construct or acquire such Improvements are available prior to recordation of the final subdivision or parcel map, (3) the Improve- ments are to be constructed entirely with the proceeds of the Bonds and (4) the Owners' contractor has posted performance bonds and labor and material bonds in an amount and form satisfactory to the City Attorney designating the City as an additional beneficiary thereunder. SECTION 12. Indemnification by Owners. Owners shall defend, indemnify and hold harmless City, its officers, directors, employees and agents, from and against any and all claims, losses, liabilities, damages, including court costs and reasonable attorneys' fees by reason of, or resulting from, or arising out of the design; engineering; solicitation of bids for, award and administration of contracts for the construction of the improvements; payment of laborers and materialmen; and the actual construction of the Improvements; provided that any claims which relate to the Improvements shall be limited to those arising out of personal injury or property damage caused by actions or omissions by Owners or Owners's employees, agents, independent contractors or representatives which occurred during the period prior to the transfer of title to the Improvements by City, whether or not a claim is filed prior to the date of acceptance of the Improvements. Nothing in this Section 12 shall limit in any manner City's rights against any of the architects, engineers, contractors or other consultants employed by the Owners which has performed work in connection with construction or financing of the Improvements. Resolutio~ No. 93-220 SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. Except as set forth in this Section 12, no provision of this Agreement shall in any way limit the extent of the respo~sibility of Owners for payment of damages resulting from the operations of the Owners,its agents, employees or contractors. Obligation of City. Except as provided herein, the City has no legal or financial obligation to construct or finance the construction of the Improvements. All costs incurred for construction of the Improvements, in61uding all incidentals thereto, shall be borned by Owners. Failure by owners to Construct Improvements. At any time that the work is not progressing within a reasonable time limit or in accordance with the standards of performance set forth herein as reasonably determined by the City Engineer, this contract can be terminated by ten (10) days written notice. Upon termination, the City may then proceed to advertise and bid the balance of the Improvements, and there will be no further obligation for payment due pursuant to this Agreement. Agreement Contingent. This Agreement is contingent upon the confirma- tion of assessments and successful sale of bonds, and it shall be null and void if said bonds are not sold within a three (3) year period following the date of this Agreement, or any mutually agreed extension; however, this time can be extended by request of the Owners and concurrence of the legislative body. The City may, at its option, suspend the performance of its obligations under this Agreement if, during the 30-day statute of limitations period following the formation of the Assessment District, any legal challenge is filed relating to the validity or enforceability of this Agreement or the Assessment District proceedings. The obligations of the City hereunder shall be reinstated upon the entry of a final judgment in any such proceedings upholding the validity and enforceabi- lity of the Agreement and the Assessment District proceedings. In the event that a final judgment is entered invalidating or declaring unenforceable this Agreement or the Assessment District proceedings, the City may, at its option, terminate this Agreement. Notice of Assessment. owners hereby agrees to provide written notice to any potential purchasers of lots in a form satisfactory to City so advising the potential owner of the fact of the proposed or confirmed assessment, with said document being executed by the potential owner. Such notice shall be provided to the potential owner a reasonable time before the potential owner becomes contractually committed to purchase the lot so that the potential owner may knowingly consider the impact of the assessment in the decision to purchase the lot. A copy of all such notices executed by actual purchasers shall be sent to the City. Relationship to Public Works. This Agreement is for the construction and acquisition of certain Improvements by City and the sale of the bonds for the payment of construction and acquisition costs for such Improvements and such other amounts as are herein provided, and is not intended to be a public works contract. In performing its obligations under this Agreement, Owners is an independent contractor and not the I%esolution No. 93-220 Page 10 agent of City. City shall have no responsibility for payment to any contractor or supplier of Owners. Notwithstanding the foregoing, Owners shall be subject to certain public contract requirements as provided in Secti6n 10010 of the California Streets and Highways Code and Section 4 of this Agreement. SECTION 18. Sale of Bonds. If and when the Assessment District is successfully formed, acquisition of the Improvements ordered and assessments confirmed, the City shall proceed with the issuance and sale of improvement bonds to represent unpaid assessments within the Assessment District (the"Bonds") to be issued pursuant to the "Improvement Bond Act of 1915", being Division 10 of the Streets and Highways Code of the State of California (the "1915 Act"). The proceeds of the Bonds shall be used in the following priority to (i) fund a reserve fund for the payment of principal and interest with respect to the Bonds; (ii) fund capitalized interest on the Bonds in an amount not to exceed the amount provided for in the Final Engineer's Report for the Assessment District; (iii) pay for costs of issuance of the Bonds including, without limitation, underwriter's discount, bond counsel fees, printing, and paying agent fees; (iv) pay for the costs of forming the Assessment District; and (v) the acquisition of the Improvements pursuant to the provisions of this Agreement. The timing of the issuance and sale of the ~onds, the terms and conditions upon which the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds shall be in all respects subject to the sole discretion and approval of the City. The sale of the Bonds shall be subject to receipt by the City of a public bid or bond purchase agreement which is acceptable to the City. In no event will any act, or omission or failure to act, by the City, its officers, employees, consultants or agents with respect to the sale or proposed sale of the Bonds subject the City, its officers, employees, consult- ants or agents to pecuniary liability therefor. Nothing contained herein shall be construed as mandating the City to issue the Bonds if in its sole and absolute discretion the City determines that the issuance of the Bonds would not be financially prudent, not be in the best interests of the property owners within the Assessment District or not be in the best interests of the City. Notwithstanding the foregoing, the appregate principal amount of the Bonds shall not exceed one-third (1/3) of the value of the property within the Assessment District subject to assessment as determined by an independent appraisal undertaken for the City utilizing the appraisal assumptions approved by the City. SECTION 19. Conflict with Other Agreements. Nothing contained herein shall be constructed as releasing Owners from any condition of development or requirement imposed by any other agreement with City. In the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by City. SECTION 20. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval, discretion or acceptance of any Resolution No. 93-220 Page 11 SECTION 21. SECTION 22. SECTION 23. SECTION 24. SECTION 25. party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. Entire Agreement; Amendment. This Agreement and the agreements expressly referred to herein contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be modified, waiver, amended or added to except by a writing signed by the party against which the enforcement of such modification, waiver, amendment or addition is or may be sought. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows: Owners: Attn: City: 10500 Civic Center Drive Rancho Cucamonga, CA 91729 Attn: City Manager Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party. Severability. If any provision of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Owners may not assign its rights or obligations hereunder except upon written notice to City within ten (10) days of the date of such assign- ment indicating the name and address of the assignee. Upon such notice and the assumption by the assignee of the rights, duties and obliga- tions of the owners arising under or from this Agreement, Owners shall be released by City from all future duties or obligations rising under or from this Agreement. Notwithstanding the preceding sentence, Owners may assign its rights and obligations hereunder as security to lenders for the purpose of obtaining loans to finance development within the Assessment District, but no such assignment shall release Owners from its obligations hereunder to City. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State Resolutic~ No. 93-220 Page 12 of California. Additionally, this Agreement and the construction of the Improvements shall be subject to all City ordinances and regulations relating to the requirement of impr?vement agreements, land division, impr6vement security or other applicable development requirements. SECTION 26. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights under the default of any other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by any other party with the terms of this Agreement thereafter. SECTION 27. Singular and Plural; Gender. As used herein, the singular of any work includes the plural, and terms in the masculine gender shall include the feminine. SECTION 28. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. EXECUTED by and between the parties hereto on the day and year first hereinabove written. "CITY" CITY OF RANCHO CUCAMONGA MAYOR CITY OF RANCHO CUCAMONGA STATE OF CALIFORNIA ATTEST: APPROVED AS TO FORM: CITY CLERK CITY OF RANCHO CUCAMONGA STATE OF CAIFORNIA CITY ATTORNEY CITY OF RANCHO CUCAMONGA STATE OF CALIFORNIA Masi Commerce Center Partners II, a California Limited Partnership By SMT Masi, Inc., General Partner By: Jack Masi, President "OWNERS" MASI COMMERCE CENTER PARTNERS, a California general partnership By: