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Home My WebLink About933 - Ordinances - DEVELOPMENT AGREEMENT AMENDMENT DRC2017-00970 ORDINANCE NO. 933 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, APPROVING THE FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT 01- 02, BETWEEN THE CITY OF RANCHO CUCAMONGA, RANCHO MALL, LLC, AND RANCHO MALL NE, LLC, TO FACILITATE THE TIMING AND DEVELOPMENT OF A PUBLIC SAFETY FACILITY ON A VACANT 5.33 ACRE PARCEL (APN: 109053106) AND TO INCORPORATE GENERAL PLAN AMENDMENT DRC2017-00969 AND VICTORIA GARDENS MASTER PLAN AMENDMENT DRC2017-00971 FOR THE DEVELOPMENT OF VICTORIA GARDENS, GENERALLY BOUNDED BY CHURCH STREET TO THE NORTH, FOOTHILL BOULEVARD TO THE SOUTH, 1-15 TO THE EAST, AND DAY CREEK BOULEVARD TO THE WEST A. Recitals. 1. The City of Rancho Cucamonga, Rancho Mall, LLC, and Rancho Mall NE, LLC jointly filed an application for Development Agreement Amendment DRC2017-00970 as described in the title of this Ordinance. Hereinafter the subject Development Agreement Amendment is referred to as the "Application." Rancho Mall, LLC and Rancho Mall NE, LLC are successors in interest in all or portions of the property subject to the Development Agreement and are hereinafter referred to collectively as "Owner." The City and Owner are sometimes referred to herein collectively as "Applicant." 2. On May 9, 2018, the Planning Commission conducted a duly noticed public hearing on the Application and adopted Resolution No. 18-20 recommending approval of the Application. 3. On June 20, 2018, the City Council conducted a duly noticed public hearing on the Application and concluded said hearing on that date. 4. 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 June 20, 2018, 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 174-acre Victoria Gardens site ("Victoria Gardens"). The Application's primary provisions apply to a 5.33-acre parcel within Victoria Gardens that was previously approved for a 95-unit condominium development that is mostly vacant with minimal infrastructure improvements located generally north of the Victoria Gardens Cultural Center on the northeast corner or Arbor Drive and Cultural Center Drive within the Victoria Gardens Mall ("Subject Property"). CITY COUNCIL ORDINANCE NO. 933 DEVELOPMENT AGREEMENT DRC2017-00970 — CITY OF RANCHO CUCAMONGA June 20, 2018 b. Development of Victoria Gardens and the Subject Property is governed by the Victoria Gardens Master Plan, the Victoria Arbors Master Plan, the Victoria Community Plan, the City's General Plan, and the Development Agreement between the City and Owner's predecessor in interest. c. The property to the north of the Subject Property is designated Mixed Use, and is partially developed with a winery and single-family residential development. The property to the west of the Subject Property is designated Mixed Use, and is developed with multi-family residential units. The Bass Pro Shop and the 1-15 Freeway lie immediately to the east of the Subject Property with the land further east designated Low-Medium Residential and Medium Residential within the Etiwanda Specific Plan, and Regional Related Commercial. The Main Street and Route 66 Areas of the Victoria Gardens Mall are directly south of the Subject Property, and Foothill Boulevard lies further to the south, beyond which the land is developed with commercial uses and is designated Regional Related Office/Commercial. d. On February 20, 2002 and in accordance with the California Environmental Quality Act ("CEQA"), the City certified Environmental Impact Report SCH No. 2001031028 (EIR), which analyzed the potential environmental impacts of the Victoria Gardens Master Plan and related approvals. As the Lead Agency, the City considered the information in the EIR before approving the Victoria Gardens Master Plan. At that time, the City Council also adopted a Statement of Facts and Findings and Overriding Considerations for the Victoria Gardens Master Plan. The Statement of Overriding Considerations found that the economic, social, or other benefits of the Victoria Gardens Master Plan outweighed the significant and unavoidable impacts identified in the EIR. e. Also in 2002, the City entered into Development Agreement 01-02 with Victoria Gardens-C, LLC for the Victoria Gardens Regional Center. The Development Agreement has since been amended three times by mutual agreement of the parties. Rancho Mall, LLC and Rancho Mall NE, LLC are transferees of portions of Victoria Gardens-C, LLC's interest in Victoria Gardens. f. On May 6, 2009 and in accordance with the California Environmental Quality Act (CEQA), the City certified Final Supplemental Environmental Impact Report SCH No. 2001031028 (SEIR), which analyzed the potential environmental impacts of proposed amendments to the Victoria Gardens Master Plan and related amendments to the General Plan, Victoria Community Plan, and Victoria Arbors Master Plan and the third amendment to the Development Agreement to allow the development of residential uses in the Main Street Area, increase the average height in the Main Street Area to 120 feet, with a maximum of 160 feet, amend the building setback requirements for the Main Street Area, and clarify permitted and conditionally permitted uses within Victoria Gardens. At that time, the City Council also adopted a Statement of Facts and Findings and Overriding Considerations for the project as the economic, social, or other benefits outweighed the significant and unavoidable impacts identified in the SEIR. g. Concurrent with this Application, the Applicant has also applied for General Plan Amendment DRC2017-00969, Victoria Gardens Master Plan Amendment DRC2017- 00971, and Tentative Parcel Map TPM 19963. The purpose of these other applications is to Ordinance No. 933 - Page 2 of 6 CITY COUNCIL ORDINANCE NO. 933 DEVELOPMENT AGREEMENT DRC2017-00970 — CITY OF RANCHO CUCAMONGA June 20, 2018 modify Table LU-2 of the General Plan (Victoria Gardens/Victoria Arbors Land Use Mix) to reduce the maximum number of residential units in the Victoria Gardens Master Plan's Residential Area by 95 units and to increase the maximum number of residential units in the Main Street Area by 95 units; to rezone the Subject Property from Residential to Civic/Parking Area; to modify various language in the Victoria Gardens Master Plan to allow the future development of a public parking lot/structure and police substation on the Subject Property; and to subdivide the Subject Property lot into 2 parcels, with one parcel consisting of approximately 1 acre for a future public safety facility and the other parcel of approximately 4.33 acres for a future parking lot and/or parking structure, Collectively, these approvals are referred to herein as the "Project." h. As shown in the attached Exhibit 1, the Application proposes to amend Development Agreement DA01-02 to incorporate the related amendments to the General Plan and Victoria Gardens Master Plan, so that these amendments will become part of the "Project Approvals" and "Applicable Regulations" as those terms are defined in the Amended Development Agreement and thereby convey to the Owner a vested right to develop Victoria Gardens in accordance with these amendments. Per Section 17.22.060 of the Development Code, Development Agreements have been determined by the City Council to be beneficial to the public in that: • 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. • 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. • 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." The proposed Development Agreement Amendment is being made and entered into for the Project to ensure that the above three goals are fulfilled. 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 Paragraphs 1 and 2 above, the City Council hereby finds and concludes as follows: Ordinance No. 933 - Page 3 of 6 CITY COUNCIL ORDINANCE NO. 933 DEVELOPMENT AGREEMENT DRC2017-00970 – CITY OF RANCHO CUCAMONGA June 20, 2018 a. The Application is consistent with the objectives, policies, and general land uses specified in the General Plan and any applicable Specific Plans. The proposed Development Agreement Amendment enables the continued construction of the overall project within the Victoria Gardens Mall subject to the approval of the amendments to the General Plan, VGMP, and TPM (General Plan Amendment DRC2017-00969, Victoria Gardens Master Plan Amendment DRC2017-00971, and Tentative Parcel Map TPM19963, respectively). b. The Application is compatible and in conformity with public convenience, general welfare, and good land use and zoning practice. The proposed Development Agreement Amendment will increase certainty and provide assurances for subsequent development projects within Victoria Gardens and enable the City to plan for and finance public facilities. c. The Application will not be detrimental to the health, safety, and general welfare of the City. The proposed Development Agreement Amendment is the fourth amendment to incorporate the General Plan Amendment (DRC2017-00969) and Victoria Gardens Master Plan Amendment (DRC2017-00971) into the vested rights applicable to the Victoria Gardens Mall, and to facilitate the timing and development of a public safety facility on the Subject Property. d. The Application will not adversely affect the orderly development of property or the preservation of property values. The proposed Development Agreement Amendment will prevent the inefficient use of resources, reduce the public cost of development, and encourage comprehensive planning. SECTION 4. Based upon the facts and information contained in the Application, together with all written and oral reports included for the environmental assessment for the application, the City Council finds that an addendum to the EIR and SEIR is required pursuant to the California Environmental Quality Act (CEQA) in connection with the review and approval of the Application based upon the following findings and determinations: a. Under CEQA Guidelines Section 15162, when an EIR has been previously certified for a project, a lead agency must prepare a subsequent EIR if (1) substantial changes are proposed to the project that will require major revision of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or (3) new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the Negative Declaration was adopted. b. Under CEQA Guidelines Section 15164, the City may prepare an addendum to an EIR in lieu of a subsequent EIR if the changes to the project or the circumstances under which the project would be undertaken don't meet the conditions described in Section 15162 that require preparation of a subsequent EIR to make the EIR adequately apply to the proposed project. Ordinance No. 933 - Page 4 of 6 CITY COUNCIL ORDINANCE NO. 933 DEVELOPMENT AGREEMENT DRC2017-00970 — CITY OF RANCHO CUCAMONGA June 20, 2018 c. Based on the evaluation of potential environmental impacts of the Project an addendum was prepared. The addendum analyzed the Project against the original project, as approved in 2002 and 2009 and reviewed under the EIR and SEIR, and determined that because the Project shifted uses anticipated within the Mall and that were previously identified and approved as part of the Victoria Gardens Master Plan, the impacts generated by the Project created no new impacts and were no more significant than the original project. Additionally, key topics such as Noise, Traffic and Circulation and Cultural Impacts were further analyzed to ensure that no new impacts were generated as a result of recirculating traffic within Victoria Gardens due to the development of parking on the Subject Property. d. Based on the totality of the administrative record, the City Council finds in connection with the Application, that substantial changes to the original project or the circumstances surrounding the original project have not occurred which would create new or more severe impacts than those evaluated in the previously certified EIR and SEIR, that no new information has come to light that was known or could have been-known at the time the EIR and SIER were adopted, and that the addendum to the EIR and SEIR complies with the requirements of CEQA and recommends that the City Council adopt the addendum as being prepared in compliance with CEQA. The purpose of the Application is to incorporate the General Plan Amendment and Victoria Gardens Master Plan Amendment into the Development Agreement and facilitate the timing and development of the public safety facility on the Subject Property. e. The City Council further finds that the addendum to the EIR and SEIR is in compliance with CEQA as the Project will not have more significant effects than discussed in the previously certified EIR and SEIR for the original project, not have more severe effects than previously analyzed for the original project, and that additional or different mitigation measures are not required to reduce the impacts of the proposed project to a level of less than significant. SECTION 5. On the basis of the foregoing and the totality of the administrative record before it, the City Council hereby adopts the addendum to the EIR and SEIR and approves Development Agreement Amendment DRC2017-00970 as shown in Exhibit 1. SECTION 6. If any section, subsection, subdivision, paragraph, sentence, clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared unconstitutional, invalid, or ineffective. SECTION 7. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published in the manner prescribed by law. Ordinance No. 933 - Page 5 of 6 CITY COUNCIL ORDINANCE NO. 933 DEVELOPMENT AGREEMENT DRC2017-00970 — CITY OF RANCHO CUCAMONGA June 20, 2018 PASSED, APPROVED, AND ADOPTED this 18' day of July, 2018. i , ir. Bennis Mid-2• , Mayo ATTEST: �trn Lc'. ��HA J ice C. Reynolds, Cit Clerk STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss CITY OF RANCHO CUCAMONGA ) I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Ordinance was introduced at a Regular Meeting of the City Council of the City of Rancho Cucamonga held on the 20' day of June 2018, and was passed at a Regular Meeting of the City Council of the City of Rancho Cucamonga held on the 18" day of July 2018. AYES: Alexander, Kennedy, Michael, Spagnolo, Williams NOES: None ABSENT: None ABSTAINED: None Executed this 19'day of July 2018, at Rancho Cucamonga, California. 2 �,�c r /acoda mice C. Reynolds, City' lerk il Ordinance No. 933 - Page 6 of 6 • Exhibit 1 RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Attn: City Clerk APNs: SPACE.ABOVE THIS.LINE FOR RECORDER'S USE Exempt from Recording Fees Pursuant to Government Code Section 27383 FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF RANCHO CUCAMONGA, RANCHO MALL, LLC, AND RANCHO'MALL NE, LLC • THIS FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT ("Fourth Amendment") is made and entered into as of this day of ,2018, by and between the CITY OF RANCHO CUCAMONGA, a municipal corporation and general law city ("City"), RANCHO MALL, LLC, a Delaware Limited Liability Company ("Mall Owner"), and RANCHO MALL NE,LLC, a Delaware Limited Liability Company("NE Parcel Lessee") (collectively, Mall Owner and NE Parcel Lessee are sometimes referred to herein as "Owner"). Recitals A. The purpose of this Fourth Amendment is to incorporate into the Amended Development Agreement, as defined below, those amendments to the General Plan and the Victoria Gardens Master Plan that the City approved on [DATE] (collectively, the "20I8 Amendments"), which are attached hereto as Exhibits 1 and 2 and incorporated into this Fourth Amendment as if set forth in full herein. It is the Parties' mutual intent that the 2018 Amendments become part of the "Project Approvals" and "Applicable Regulations" as those terms are defined in the Amended Development Agreement. B. The purpose of this Fourth Amendment is also to set forth the timing and process by which Owner is expected to provide to City a public safety facility shell on land currently owned by City within the Victoria Gardens Master Plan arca. City is expected to use the Public Safety Facility Shell as a police substation and for other public safety and civic activities. C. • Concurrently with the approval of this Fourth Amendment, City and NE Parcel Lessee entered into that certain ground lease dated [INSERT DATE] (the"Ground Lease"). Pursuant to the Ground Lease, NE Parcel Lessee has the right to construct and operate public parking on a surface parking lot and/or in a parking structure on a parcel of land owned by City and more particularly described in Exhibit "F" (the "Ground Lease Parcel"). I of24 11231-0001\2172589v14.doc D. On [DATE], after holding a duly noticed public hearing, the Planning Commission of the City of Rancho Cucamonga recommended the approval of this Fourth Amendment. E. On [DATE], the City Council of the City of Rancho Cucamonga, adopted Ordinance No. , approving this Fourth Amendment. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Ownet hereby amend that certain Development Agreement between them, dated February 20, 2002, and as previously amended by the First Amendment to Development Agreement, dated May 7, 2003, the Second Amendment to Development Agreement, dated June 18, 2003, and the Third Amendment to Development Agreement, dated May 20, 2009 (as amended, the"Amended Development Agreement"). Amendment 1. Recital G of the Amended Development Agreement is hereby amended to read as follows: "G. A depiction of the Tentative Map is attached hereto and incorporated herein as Exhibit "C". For purposes of this Agreement, the "Project Approvals" include: the General Plan, the Victoria Community Plan, the Victoria Arbors Master Plan, the EIR and Mitigation Monitoring Program, the Victoria Gardens Master Plan (including, but not limited to the Master Plan Signage program), Tentative Map, and any amendments to the foregoing approved by the City on or before the Effective Date; any amendments to the foregoing documents adopted by the City on May 20, 2009 and [DATE OF THE FOURTH AMENDMENTI; and the 2009 Amendments and 2018 Amendments to the foregoing documents." 2. Section III.B.6. of the Amended Development Agreement is hereby added to read as follows: "Location of Residential Units. As part of the 2018 Amendments, the Master Plan and General Plan were amended to reduce the maximum number of residential dwelling units in the Master Plan's Residehtial Area by 95 units and to increase the maximum number of residential dwelling units in the Master Plan's Main Street Area by 95 units. City approved the 2018 Amendments, including the Master Plan and General Plan amendments, in good faith reliance on NE Parcel Lessee's plan to develop additional parking on the Ground Lease Parcel, in accordance with the terms of the Ground Lease, and to deliver to City the Public Safety Facility Shell on the Public Safety Parcel. The terms "Ground Lease," "Ground Lease Parcel," `Public Safety Facility Shell," and "Public Safety Parcel" are defined in the Recitals to the Fourth Amendment and Section III.M. If NE Parcel Lessee fails to develop a,surface parking lot and/or parking structure on the Ground Lease Parcel in.accordance with the.Ground Lease or the Ground Lease expires or is terminated for any reason, then, notwithstanding anything to the 2 11231-0001\2172589v14.doe contrary in this Agreement. City shall have the right to amend the Master Plan and the General Plan in order to relocate the developable area for the 95 residential dwelling units within the Master Plan, and the Project Approvals and Applicable Rules shall be deemed to incorporate the relocation, provided that such amendments shall not be.applied to any of the 95 residential dwelling units (i.e., the five hundred and sixth (506"') and all further residential dwelling units located on the Property)constructed by Owner prior to City's approval of the amendments. Owner agrees not to oppose City's efforts to amend the Master Plan and the General Plan provided the amendments are limited'to relocation of the 95 residential units. Owner shall pay or reimburse the City's then-current application and processing fees for the MasterPlan and General Plan amendments necessary to accomplish the relocation. City shall submit an invoice to Owner for such fees, and Owner shall pay the invoice within thirty(30) days of receipt. Notwithstanding the foregoing, City may not without the prior written consent of Owner hereafter amend the Master Plan and General Plan in order to relocate the developable area for the 95 residential dwelling units within the Master Plan if, prior to City initiating the Master Plan and General Plan amendments pursuant to the preceding paragraph, Owner has completed and delivered the Public Safety Facility Shell, as defined in Section III.M.1. For the avoidance of any doubt, City may aniend the Master Plan and General Plan in order to relocate the developable area for the.95 residential dwelling units if Owner satisfies its obligation to deliver the completed Public Safety Facility Shell by paying to the City the sum described in Section Ill.M.5(ii)." 3. Section III.D. of the Amended Development Agreement is hereby amended to read as follows: • "Permitted Fees. Except as otherwise provided in this Agreement, and specifically excluding fees set by entities not controlled by City that are collected by City, City shall only charge and impose those fees and exactions, including,without limitation,dedications and any other fee or tax(including excise, construction or any other tax) relating to development or the privilege of developing, in the amount, if any, in effect on a City-wide basis as of the Effective Date. Owner shall Only be responsible for payment of those development fees listed in the attached Exhibit "D" to be calculated as indicated therein. Notwithstanding the foregoing, City may charge and impost those fees and exactions, including without lithitation, dedications and any other fee or tax (including excise construction or any other tax) relating to development or the privilege of developing, in the then current amounts when such fees and/or exactions are due for (i) any surface parking lots and/or parking structures located on the Ground Lease Parcel: and (ii) the five hundred and sixth (506111 and all further residential dwelling units located on the Property. City will not impose any processing fees and/or exactions against Owner in connection with development of the Public Safety Facility Shell. 3 I1231-000l\2172589v14.doc This Section shall not be construed to (i) limit fees charged by agencies or utility providers other than the City; or(ii) except as provided in the last two sentences of the preceding paragraph, limit the authority of City to charge customary application, processing, and permit approvals, building permits and other similar normal and fees for land use permits, which fees arc designed to reimburse City's expenses attributable to such application,processing and permitting and are in force and effect on a City-wide basis at such time as said approvals and permits are granted by City." 4. Section III.M.of the Amended Development Agreement is hereby added to read as follows: "M. Public Safety Facility Shell. I. Development of Public Safety Facility Shell. Provided the obligation to do so has been triggered by the condition specified below in this paragraph, the NE Parcel Lessee shall be required to develop, construct, and deliver to City, within the time specified in Section III.M.3 below, the cold, dark shell of a building of approximately 6,300 square feet in accordance with performance standards, materials, and specifications set forth in Exhibit "H" and the final construction drawings, as described in Section IILM.3 ("Public Safety Facility Shell") on property owned by City and moreparticularly described in Exhibit "G" (the "Public Safety Parcel"). NE Parcel Lessee's obligation to construct and deliver the Public Safety Facility Shell shall be triggered only if and when NE Parcel Lessee obtains a building permit from City and commences construction of a surface parking lot and/or parking structure on the Ground Lease Parcel. Once the obligation is triggered, NE Parcel Lessee shall develop and construct the Public Safety Facility Shell in accordance with the requirements of this Section. 2. Notice of Parking Development; Application of Spaces. At.the earliest practicable time, NE Parcel Lessee shall provide written notice to City of its intent to begin construction drawings for a surface parking lot and/or parking structure on the Ground Lease Parcel, butin no case later than the date Owner enters into a contract for the construction of the surface parking lot and/or parking structure. Evidence of Owner's intent to begin construction drawings for a surface parking lot and/or parking structure may include soliciting proposals for or contracting with an architectural or engineering firm to prepare construction drawings for a surface parking lot and/or parking structure on the Ground Lease Parcel. • 3. Timing of Public Safety Facility Shell Development: Design Drawings. Prior to NE Parcel Lessee developing the Public Safety Facility Shell, City will prepare and provide NE Parcel Lessee with City-approved construction drawings and building permits for the Public Safety Facility Shell that substantially comply with the performance standards, materials, and specifications set forth in Exhibit "H." Within twelve(12) months of receipt ofthc City-approved 4 I 1231-0001\2172589v l4.doc construction drawings and building permits, NE Parcel. Lessee shall deliver the Public Safety Facility Shell to City. 4. Delivery of Public Safety Facility Shell. The Public Safety Facility Shell shall he deemed delivered to City at such time that the City Engineer or his or her designee has performed a final inspection of the Public Safety Facility Shell and determined that the building is free from any deficiencies and conforms to the performance standards and specifications set forth in Exhibit "H." Such determination shall not be unreasonably delayed or withheld by the City, and once the Public Safety Facility Shell construction is substantially complete the City shall from time to time provide Owner with a written punch list of remaining incomplete or deficient items. The punch list shall be provided within ten(10)days of a written request therefor from NE Parcel Lessee. The City Engineer or his or her designee will perform a final inspection promptly after Owner informs City that the Public Safety Facility Shell is complete. Within twelve (12) months following delivery of the completed Public Safety Facility Shell, City shall vacate the leased substation premises on Mall Owner's property and relinquish such premises to Mall Owner. 5. Remedies for Failure to Timely Deliver Public Safety Facility Shell. If NE Parcel Lessee fails to deliver the Public Safety Facility Shell within the time period set forth in Section III.M.3, plus any period of force • majcure extension applicable under this Agreement, then such failure shall not be deemed a default by Mall Owner under this Agreement giving rise to any right of the City to terminate this Agreement or to other remedies not specified in this Section III.M.5.but City shall have the following as its sole and exclusive remedies for such failure by NE Parcel Lessee: (i) City shall, prior to exercising any of the other remedies below in this Section,give written notice to NE Parcel Lessee and Mall Owner and provide a period of sixty (60) days from the date of notice in which NE Parcel Lessee may cure the default. The notice shall include an invitation to meet and confer at a mutually convenient time during the ten (10) day period following the date of the notice,to discuss the reasons for the default,the status and circumstances of the Public Safety Facility Shell construction, and the potential for a cure. Also during this 60-day cure period, City shall obtain and provide to Owner an independent engineer's estimate of the reasonable remaining costs to complete the Public Safety Facility from the state of completion which existed at the time of the default notice. NE Parcel Lessee shall reimburse the City's cost, not to exceed fifteen thousand dollars ($15,000), for the independent engineer's completion cost estimate. Commencing on the one year anniversary of the effective date of this Fourth Amendment and each 12 months thereafter, the fifteen thousand dollar ($15,000) amount shall be adjusted based upon the percentage•change in the Engineering News Record Construction Cost Index for Los Angeles County for the twelve-month period ending in the month preceding the anniversary date. 5 11231-0001\2172589v14.doc • (ii) If the Public Safety Facility Shell has not been completed in accordance with this Agreement by the end of the sixty(60) day cure period, then Owner, at its option, may effectuate a cure and be deemed to have satisfied its obligation to deliver the completed Public Safety Facility Shell, by paying to the City within ten(10) days following expiration of the sixty(60) day cure period, an amount equal to one hundred twenty-five percent (125%) of the completion cost estimate provided by the City's independent engineer. Owner shall thereafter cooperate in turning over the jobsite, plans, and construction records (and, to the extent desired and requested by City, assigning any permits and contracts for the work over to the City) in order to facilitate the City's takeover of the construction and completion of the Public Safety Facility Shell. A cure effectuated under this paragraph shall be effective for all purposes due to a default arising out of this Section 111.M,except that it shall not prevent City from relocating the 95 residential dwelling units under the last paragraph of Section 111.13.6 above. (iii) Only after Owner has failed to cure the default under either of the two preceding paragraphs, City may impose by written notice to Owner the following additional remedy: Owner shall thereafter have no right to receive, and City shall have no obligation to approve, building permits for new buildings or structures or the expansion of existing buildings,or structures on the Property, until such time as the Public Safety Facility is delivered to the City, except (A) on the parcel described in Exhibit "I" (the `Northwest Parcel"); (B) any other work already under construction pursuant to a valid building permit prior to the start of the sixty(60)day cure period;and (C) tenant improvement, remodeling, repair and reconstruction work on existing buildings and structures that do not expand building floor area. 6. Prevailing Wages. The Public Safety Facility shall be constructed as a public work of improvement for which prevailing wages shall be paid and, if applicable,bonds provided under Labor Code Section 1781(a)(2)(C). City and its contractors and subcontractors shall pay prevailing wages and employ apprentices in compliance with Labor Code Section 1770, et seq., and shall be responsible for the keeping of all records required pursuant to Labor Code Section 1776, complying with the maximum hours requirements of Labor Code Sections 1810 through 1815, and complying with all regulations and statutory requirements pertaining thereto. Upon the periodic request of City, Owner shall certify to City that it is in compliance with the requirements of this Section. Owner shall indemnify, protect, defend and hold harmless City and its officers, employees, contractors and .agents, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense and/or `increased costs" (including reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction, and/or operation of the Public Safety Facility Shell, results or arises in any way from any of the following: (a) the noncompliance by Owner with any applicable federal and/or state labor laws(including, without limitation, if applicable, the requirement to pay state prevailing wages);(b)the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; 6 11231-0001\2172589v14.doc and/or (c) failure by Owner to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the parties that, in connection with the development of the Public Safety Facility Shell, Owner shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Codc Section 1781, as the same may be amended from time to time, and/or any other similar law. "Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement." 7. Meet and Confer. Beginning on July 1, 2019, and annually thereafter, City and Owner shall meet and confer to discuss the status of development on the Property and compliance with the requirements of this Section. 8. Credit Toward Satisfying Parking Requirements. City agrees that parking spaces constructed on the Ground Lease Parcel pursuant to the Ground Lease shall be credited toward parking requirements applicable to development on portions of the Property that are owned by Mall Owner on the date of the Fourth Amendment; provided, however, that Mall Owner shall submit a shared parking study for City's reasonable approval before such parking spaces may be credited toward parking requirements for a residential use. 5. Pursuant to Section V.B.ofthe Amended Development Agreement,Rancho Mall, LLC and Rancho Mall NE, LLC arc transferees of interests in all or portions of the real property comprising the Property, as defined in the Amended Development Agreement, and previously owned by Victoria Gardens-C, LLC. Rancho Mall, LLC and Rancho Mall NE, LLC hereby agree to be subject to all of the provisions of the Amended Development Agreement applicable to the portions of the Property under their respective ownership and control. Notices required by this Amended Development Agreement shall be delivered to Rancho Mall, LLC and Rancho Mall NE, LLC as follows: Rancho Mall, LLC c/o QIC 222 N. Sepulveda Blvd., Suite 2350 El Segundo, CA 90245 Attn: Brenton Watson Rancho Mall NE, LLC c/o QIC 222 N. Sepulveda Blvd., Suite 2350 El Segundo, CA 90245 • Attn: Brenton Watson 7 11231-0001\2172589v14.doc 6. Except for the amendments expressly made herein, the Amended Development Agreement remains unmodified and in full force.and effect. 7. Pursuant to Section 65868.8 of the Government Code, the Parties shall mutually assure that a copy of this Fourth Amendment is recorded against the Property with the County Recorder of San Bernardino County within ten (10) days after the effective date of this Fourth Amendment. IN WITNESS WHEREOF, Owner and City have executed this Fourth Amendment as of the date first hereinabove written. "City" "Owner CITY OF RANCHO CUCAMONGA RANCHO MALL,.LLC, a Municipal Corporation a Delaware Limited4)f . pany By: By: . Mayor Its: Thar - {} „� — }�fcSide/tt" Attest: RANCHO MALL NE, Le, City Clerk a Delaware 12: t40,247.' l�'y Company /� 1/ Approved as to Form: B�. airr 'yl! 1 Its: Y,'1 f n CO4'1'41 —Vice/ ?ecidCr+ 614- Sale By: 5•^ e VYLCM P cif s L— Nttr^& City Attorney 8 11231-000112172589v14.doc • • I . 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT' 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 ofLbc /zrt �eS ) I On Maybe)/ 2-01. S' , before me,Liv&LLq Cltt T70ol gvgahs 1 (insert name a d title of the office) Notary Public, personally appeared Y rr arkl i l Gn -t C-#6 in , who proved to me on the basis of satisfactory evidence to be the person(,s1 whose name is/O subscribed to the within instrument and acknowledged to me that he/s14/tly executed the same in his/tier/Sr authorized capacity((, and that by his/hpf/th�signature$) on the instrument the person(, or the entity upon behalf of which the person acted, executed the instrument. �� I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing IINDACLAYPoot BPYANS paragraph is true and correct. Notary Public-CAootyta >: o Son' WITNESS my hand and o icial seal. f] commbiton.2154909rolt - '�--r, Mycmnm.E+dr AP ear Signature a�� (Seal) 9 1123l-0001\2172589v14.doc • CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT 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 oft v'- S ) On�&A4 %)O f �l s . before me, �trttl4 CI 6�.J poo j Gft...�, .1 , n / Omen name and title of the ofllcer) J Notary Public, personally appeared mar iivl by-t •N who proved to me on the basis of satisfactory evidence to be the persons) w ose name / ls/ P subscribed to he within instrument and acknowledged to me that he/s e/tl y executed The same in his/hgc/their authorized capacityO, and that by his/haf/tl4r signatureksf on the instrument the person, or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing LINDA CIA'rP00L 6aYANS paragraph is true and cor ' �; LINDA LAYVc-CnGfomla ' Los Angeles County or % � Commlrslonelt9a99 WITNES. . e ofMici•Iseal. My Comm.Esplres Apr l0.]ell is� Signature (Seal) • I 10 11231-0001\2172589v14.doc Exhibit "1" General Plan Amendment Il 11231-0001\2172589v14.doc Exhibit "2" Victoria Gardens Master Plan Amendment 12 11231-000112172589v14.doc T•ETM.NTAl.cTE PARCEL MAP NO. 19963 - -E '• rirBti. fj p l 1 _8__C__M1::—_R--= muni '.Yi._ a.. ' i • . _ g 0. =C... 1 f 3 ' =z:.1:2.1.7;XI a Hansa- \jia I, rel _ -- 1.1•4•121 IC KEMP i _-`•� yam` ,`\ mm.mms MSS ‘nj • _ t YY � t• � �` _1_ ngflDm lKatIjil ac R. 4\/'?-C�i La olarn:LA am. 21I4)4 ntscbtts'nMala _�L' - - ""' ' /t'' THE cm a 441.040ntww.u. v C;Mil WITS ” M. C6•®.2 o•-_arAIM ' � - •_lam , Tf 'L p^ .— :.._ i cc _• — y _Rte__ _ _.. J— `,g� � I1,1 I d"IF^' —S4--- .---C'---.'x' ta; L _ 7FMA7NE PARE MAP ND.6YB7 r'' 911P 1 i —�'t•a~I IIrJ___ _ .l l n�f, M1- mwne... n u�a C p n riI TENTATIVE PARCEL MAP NO. 19963 ggiiii I -r- I y._-y.r.::z ' zzz.:3F.Yt fir_ --ii..." r. _ r + a�'3•--lY:�tL.i.0 i Rte._ ��- _ I( ,- ♦- °' -- S ( ) •..-.-F a-a:uvarra !_.i..±1-- _ __ -.--!;/' S rata- J14H � _NOVA •2 ��... "-. I11' Ill ..• , ` !i `•\... �` t` RNOv mN1.LLC `I a1.; p . a1"rs u � (� i it 7: - `I {, .& ` .......,.`rma.�..n.�. 2 it a R'RV-T1rr,nw ea.c .1 IIIA nD . _-. > aC 1-1 _ .-_._ -_ :.a,_- _•_ y____, .inti —u� =-:+---‘91../7 � t 11II � _ I . .. J I_r_�� T@JTATNE Phfl WP Na UM -I .e. l+ �� L r...� en.'o'' •i I n 7 "'.. C._ rl Exhibit "FI" Public Safety Facility Performance Standards, Materials, and Specifications Pursuant to Section III.M. of that certain Amended Development Agreement by and between the City of Rancho Cucamonga, Rancho Mall, LLC("Mall Owner"), and Rancho Mall NE, LLC("NE Parcel Lessee") (collectively, Mall Owner and NE Parcel Lessee are sometimes referred to herein as "Owner"), shall be required to develop, construct, and deliver to City the cold, dark shell of a building of approximately 6,300 square feet in accordance with the performance standards, materials, and specifications set forth in this Exhibit "H" and the final construction drawings provided to Owner by City. Owner shall not be obligated to construct the building except as described in this Exhibit "I!" and the final construction drawings. Where two (2) alternative types of materials or structures are indicated, Owner will have the option of using either, and where no type of material or structure is indicated, Owner shall select the type of material or structure to be used with prior consent of the City. References to the California Building Code and City of Rancho Cucamonga Standards arc to those regulations and standards then in effect when City provides Owner building permits for the building. Site: Owner shall provide site improvements including: Landscape and irrigation: landscape and irrigation per City of Rancho Cucamonga standards. Parking: 24 parking stalls per site plan with asphalt parking base designed for a traffic index of 5.0 consisting of no less than 3" thick asphalt concrete pavement and 4" thick crushed miscellaneous base. Parking lot striping shall be provided per City of Rancho Cucamonga standards. Sidewalks and Curbs: concrete sidewalk and curbs as per site plan and in accordance with California Building Code Title 24. Signage: Accessible site signage in accordance with California Building Code Title 24. Fence: an 8' high fence with main supports at 8' o.c. Fence shall be constructed of Wire Works Anti-Climb Mesh and Impasse II Rails and Posts as manufactured by Ameristar Fence Company installed per manufacturer's recommendations, or equal as approved by the City of Rancho Cucamonga if unavailable at the time of construction. Vehicle gate to be provided by City of Rancho Cucamonga. Parking Lot Lighting_ parking lot lighting to provide a minimum of 2 FC as measured on the parking surface. Parking lot light fixture to be Lithonia Lighting D-Scries, Size 0 LED Area Luminaire (Model DSXO LED 40C 1000 50K T4M MVOLT SPUMBA PIRH DXXXX) or equal as approved by the City of Rancho Cucamonga if unavailable at the time of construction. Color to be as specified in the final construction drawings. Floors: Owner shall provide an exposed smooth finished structural concrete, 2'-0"wide perimeter footing at all perimeter walls. City of Rancho Cucamonga shall be responsible for providing interior slab, waterproofing, penetrations, and connection to perimeter footing. 15 11231-0001\2 172589v 14.doc Perimeter Building Walls: Perimeter building walls shall be constructed of 8" concrete masonry units and storefront glazing and opening per plans. Concrete masonry unit shall be Angelus Block or equal. Clear Height: Owner shall provide a clear height of l2'-6" to the bottom of the roof structure. Roof: Owner shall provide fully adhered, flexible sheet roofing membrane or equal with IS year NDL warranty. Storefront: Owner shall provide a storefront, per plans consisting of storefrontglazing and doors, to be Arcadia Series TC670 or equal with tinted, insulated glass per then existing California Building Code , Title 24. Necessary upgrades shall be by the City of Rancho Cucamonga. Rear Door: Owner shall provide a 3'-0" x 7'-0" hollow metal egress door with standard lockset hardware to the exterior of the building or service corridor. Door shall be painted on Common Arca side only. Electrical: Owner shall provide for 480/277 volt, 3-phase, 4-wire, electrical service section from a central distribution point. Owner shall provide (i) an empty meter base, (ii) a breaker frame at meter board (100 amp minimum), and (iii) an empty conduit (2" trade size minimum) stubbed to the Premises. Size of service shall be, at a minimum, 600 amps. Heating, Ventilating, & Air Conditioning ("HVAC"): All HVAC roof mounted package equipment, exhaust fans, roof vents, and roofcurbs to be provided by City of Rancho Cucamonga. Owner shall provide appropriate roof structure to support proposed H\'AC roof mounted equipment provided that information is provided prior to the commencement of construction, otherwise City of Rancho Cucamonga shall be responsible for the necessary support. Owner shall provide an electrical conduit stub and condensate line through the roof for City of Rancho Cucamonga's connection of the unit. All connections and start-up of the HVAC units shall be the responsibility of the City of Rancho Cucamonga, including electrical hook-up, thermostat, condensate lines and distribution within the Public Safety Building. City of Rancho Cucamonga shall be responsible for all roof penetrations, except that roof penetrations will not void roof warranty. Plumbing: Domestic Water Service: At a minimum, Owner shall provide a one inch (I") water lint stubbed to rear of the Premises. City of Rancho Cucamonga shall be responsible for all meters and connection fees. Sanitary Sewer: Owner shall provide a four inch (4") sanitary sewer line stubbed to the Premises and located below finish floor. Gas: No gas to be provided. Telephone: At a minimum, Owner shall provide a single four inch (4") empty conduit from the main telephone backboard to the Public Safety Building for City of Rancho Cucamonga's installation of communication lines. 16 1 1231-0001\21725 89 v 14.doc Fire Sprinklers: Owner shall provide a fire sprinkler system including upright heads for the protection of the open shell building space only, without ceilings. Fire sprinkler system shall be designed to a density and head spacing conforming with NFPA requirements and local fire jurisdiction for ordinary hazard occupancies, with up-turned heads only. Fire Alarm: To be provided by City of Rancho Cucamonga. NPDES Compliance: Owner shall prepare the Water Quality Management Plan in conjunction with the precise grading design and shall provide improvements necessary to comply with the WQMP and then current NPDES and storm water permit requirements. • i 17 I1231-0001\2172589v14.doc —� -:-_-...-4----c-= � �\ I i I \ I _J �� 1 ptl ...C.;' II ,�.. �I I11li... g• :- . I ♦ ptiII I i,`t";t' Y max SAFETY I I_ nc SA xxr S.F.—i—_,• L1 PBLDG _ - , i ..II .. .r _ ___-� - ��• _ -- p __1 !��rm,�k rFS7T6 s talc — _ F'M • —q a . ��- :��-flhfPTirilit'1"III' -MITT^ �� Cr, I� rl r 540c/ E PARMING IGGR POI IC EI • . :a SPACES PARXIMO @ N.E.LOT o0 VICTORIA GARDENS®aca ......-n L'DtRaW �, I 1 QO Q � . . w . its-i rr.r. EMI EFS-rx Q� _ - --- omtmmtmemmmmm®mm'ma=nom mum------- ----- - _J o C • MM (fie I I Elevation North a NWc Safety isrbq 8 weft w>,e HMC,Sf hilEQS o c m .......,_ti ��.. --- 1231 -- = _ —,.:.e EMS lw::c:::::. . II -- • Wirtei CI as. ow Elevation - Easi ri rl Pudic Safer Fecliry —a.au - cArt:niteCtS CI in--- t co ' __ •-= --- —'---- III 111 1111111 111 I llllllllillll11- - - el — J/ el • PI III El III *� !MEM a al _.... = 6 _ m a - c Y c. Elevation - Soot h I___,, , Cl r ►:ns t.slq f*--At. ....it n.. M1G at011tea5 c 0 Cl s OINDf7 JhN •'`"Th" �T+I ours�'d 5 z '-' ISCAr, - U0112/Gla OSP CEP4- eilrencr SII YU La ,ns��— -- — --- fa = = I 6=5 b b --m ESTI - MI __MI -_ __ _ - - -- - _ . ___ - ___ Exhibit "I" Northwest Parcel NORTHWEST PARCEL - PARCEL MAP NO. 15716-1 PARCEL MAP NO 155.31 P.M.B.192)91100 / CHURCH STREET % (I \ 47 <>----J f I 68.-.... - --- ,,M_ PARCEL 8 �~ 'Q DEcSIGNATED I I D y:6 9 C ,REMAINDER C 1 NAP. 1I 7 > /PARCEL i J l:� ^ � NAP.E � NP, J 26.386AC/ ; 4F 5 IJI m 10 cup `\ 19 G-1,1.41_. t 6 i 15 17 20 23 g 11 I , a. 14 H K 18 24 ZFn 'd+ o�� 29 �` 36 , 22 . a• ...'� I . rco. 1� 311 O 35 a: ' :�ill 2 ��N. a. 60 61 VI.T.RIAGA•._ LAN_ illoir FOOTHILL BOULEVARD (ROUTE 66) -----1r---- I ' `AND L J' 4, 4.9 \,EY C'tGsc p U A I _ in n s 600 500 0 600 ': i640 GRAPHIC SCAN PREPARED 4; THE SUPERVSOI CF: J.P,GEND d'/ ;/� / a : • 5-2'-03 •�"�' Korn w&IE[t PARchl AREA s • . •ypq V 1.41 . • q 'Or 0OCAIES 01511445 PARCEL UK I'.\46506\CIAPPINC\PRCL-NMA 05-29-05 24 11231-0001\2172589\'14.doc