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HomeMy WebLinkAbout974 - Ordinance ORDINANCE NO. 974 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT AMENDMENT DRC2020-00124 AMENDING DEVELOPMENT AGREEMENT DRC2015-00118 BETWEEN THE CITY OF RANCHO CUCAMONGA AND SC RANCHO DEVELOPMENT CORP. AND EMPIRE LAKES HOLDING COMPANY, LLC, FOR PROPERTIES NORTH OF 4TH STREET, SOUTH OF THE BURLINGTON NORTHERN SANTA FE RAILWAY, WEST OF MILLIKEN AVENUE, AND EAST OF UTICA/CLEVELAND AVENUES, WITHIN THE EMPIRE LAKES SPECIFIC PLAN A. Recitals. a. The City of Rancho Cucamonga and SC Rancho Development Corp. and Empire Lakes Holding Company, LLC filed an Application for Development Agreement Amendment DRC2020-00124 as described in the title of this ORDINANCE. Hereinafter in this Ordinance, the subject Development Agreement Amendment is referred to as "the Application." SC Rancho Development Corp. and Empire Lakes Holding Company, LLC, are the "Applicant." b. On August 12, 2020, the Planning Commission conducted a duly noticed public hearing on the Application and adopted Resolution No. 20-41 recommending approval of the Application. C. On September 16, 2020, the City Council conducted a duly noticed public hearing on the Application and concluded said hearing on that date. d. 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 July 18, 2018, including written and oral staff reports, together with public testimony, this City Council hereby specifically finds as follows: a. The Application was originally reviewed by the Planning Commission during a public hearing on August 12, 2020. The Planning Commission made a recommendation of approval to the City Council by adopting Resolution No. 20-40. Ordinance No. 974 - Page 1 of 5 b. The application applies to a property that is currently in various phases of development and construction by the master developer (SC Rancho Development Corp. and Empire Lakes Holding Company, LLC) and their merchant builders; C. Development of the subject property is governed by the Empire Lakes Specific Plan, the City's Development Code, and the City's General Plan; d. The Specific Plan, as it was amended in 2016, consists of several "Planning Areas". The subject properties are within "Planning Area 1" of the Specific Plan; e. The subject properties are within a project site of 160-acres located in the Specific Plan. The Specific Plan has an overall area of 347-acres and is generally bound by 4th Street to the south, Milliken Avenue to the east, Cleveland Avenue and Utica Avenue to the west, and 8th Street and the BNSF/Metrolink rail line to the north. The subject property is generally located at the center of the Specific Plan. Both the Specific Plan and the project site are bisected into south and north halves by 6th Street; f. The City Council approved General Plan Amendment DRC2015-00114 on May 18, 2016, and Specific Plan Amendment DRC2015-00040 and Development Code Amendment DRC2015-00115 on June 1, 2016. These amendments enabled the property owner (master developer), SC Rancho Development Corp. and Empire Lakes Holding Company, LLC, and subsequent merchant builders to develop a new mixed use and transit-oriented project ("Empire Lakes/The Resort"; hereafter referred to as "the Project"); g. The purpose of the subject application is to amend several terms that are in the original Development Agreement (DRC2015-00118) that the City Council adopted on September 5, 2018. The Development Agreement became effective on October 8, 2018 and it was recorded with the County of San Bernardino on November 26, 2018; h. Concurrent with this application is an application for Specific Plan Amendment DRC2020-0254. The purpose of that application is to delete text describing the details of the required temporary connection between 6th and 7th Streets; i. 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, Ordinance No. 974 - Page 2 of 5 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." j. The original Development Agreement was made and entered into for the Project to ensure that the above three goals are fulfilled. The proposed amendment to the Development Agreement will continue to ensure these 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, this City Council hereby finds and concludes as follows: 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 construction of the overall project within the project site consistent with the amendments to the General Plan, Empire Lakes Specific Plan, and Development Code (General Plan Amendment DRC2015-00114, Specific Plan Amendment DRC2015-00040, and Development Code Amendment DRC2015-00115, respectively) and approved by the City Council in 2016. 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 the overall project 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 does not substantially change the overall project, does not introduce new or more severe environmental impacts that were not already analyzed in the Environmental Impact Report (EIR)(SCH No. 20150410083)that was certified by the City on May 18, 2016 in connection with the City's approval of General Plan Amendment DRC2015-00114, Specific Plan Amendment DRC2015-00040, and Development Code Amendment DRC2015-00115. 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 no subsequent or supplemental environmental document is required pursuant to the California Environmental Quality Act (CEQA) in connection with the review and approval of this Application based upon the following findings and determinations: Ordinance No. 974 - Page 3 of 5 a. Pursuant to the California Environmental Quality Act (CEQA), the City certified an Environmental Impact Report (EIR) (SCH No. 201504100831 on May 18, 2016 in connection with the City's approval of General Plan Amendment DRC2015-00114, Specific Plan Amendment DRC2015-00040, and Development Code Amendment DRC2015-00115. Pursuant to CECA Guidelines Section 15162, no subsequent or supplemental EIR or Negative Declaration is required in connection with subsequent discretionary approvals of the same project as there have been a) no substantial changes proposed to the project that indicate new or more severe impacts on the environment; b) no substantial changes have occurred in the circumstances under which the project was previously reviewed that indicates new or more severe environmental impacts; c) no new important information shows the project will have new or more severe impacts than previously considered; and(d)no additional mitigation measures are now feasible to reduce impacts or different mitigation measures can be imposed to substantially reduce impacts. b. The City Council finds, in connection with the proposed Development Agreement, that substantial changes to the project or the circumstances surrounding the overall project have not occurred which would create new or more severe impacts than those evaluated in the previously certified EIR. The purpose of the original Development Agreement is to increase certainty and provide assurances for subsequent development projects within the overall project and enable the City to plan for and finance publicfacilities. C. The City Council further finds that the overall project will not have one or more significant effects not discussed in the previously certified EIR, not have more severe effects than previously analyzed, and that additional or different mitigation measures are not required to reduce the impacts of the project to a level of less than significant. The purpose of the original Development Agreement is to increase certainty and provide assurances for subsequent development projects within the overall project and enable the City to plan for and finance public facilities. d. The City Council further finds that no additional environmental review is required pursuant to CEQA in connection with the City's consideration of the proposed Development Agreement amendment . SECTION 5. On the basis of the foregoing, and the totality of the administrative record before it, the City Council hereby approves Development Agreement Amendment DRC2020-00124 as shown in Attachment A. 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. 974 - Page 4 of 5 PASSED, APPROVED, AND ADOPTED this 711 day of October, 2020. ne B. Kenned , Mayor P Tem ATTEST: — Q&zq� '--o nice C. Reynolds, 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 161h day of September 2020, and was passed at a Regular Meeting of the City Council of the City of Rancho Cucamonga held on the 71h day of October 2020. AYES: Hutchison, Kennedy, Scott, Spagnolo NOES: None ABSENT: Michael ABSTAINED: None Executed this 81h day of August 2020, at Rancho Cucamonga, California. j&v ice C. Reynolds, Clerk Ordinance No. 974 - Page 5 of 5 RECORDED AT THE REQUEST OF AND WHEN RECORDED, PLEASE RETURN TO: City of Rancho Cucamonga P. O.Box 807 Rancho Cucamonga,CA 91729 Attn: City Clerk (Exempt from Recording Fee Per Government Code 6103) FIRST AMENDMENT TO DEVELOPMENT AGREEMENT NO.DRC 2015-00118 REGARDING THE EMPIRE LAKES SPECIFIC PLAN, RANCHO CUCAMONGA, CALIFORNIA This First Amendment to Development Agreement No. DRC 2015-00118 ("First Amendment") is entered into as of , 2020 by and between the City of Rancho Cucamonga, a California municipal corporation ("City"), and SC Rancho Development Corp., a California corporation and Empire Lakes Holding Company, LLC, a Delaware limited liability company(each a"Property Owner" and, collectively,"Property Owners"). RECITALS A. The Parties entered into that certain Development Agreement No. DRC 2015-00118 effective as of October 8, 2018 and recorded on November 26,2018 in the Official Records, County of San Bernardino as Document No.2018-0438838 (the"Original Agreement") with respect to the Subject Property described in Exhibit A to the Original Agreement, and restated for convenience in Exhibit A to this First Amendment(the"Subject Property"). B. The City would like to be assured there are adequate residential occupancies within the Project to utilize the Joint Use Public Facility ("JUPF") so the City does not incur unnecessary operating and maintenance costs. Therefore, the City has asked that the Property Owners permit the Original Agreement to be amended to extend the time period in Section 11.13 of the Original Agreement for the City's commencement of construction of the JUPF to a point when certificates of occupancy have been issued for not less than 2,000 residential units within the Subject Property. C. Section 7.0 of Appendix A to the Specific Plan requires Property Owners to construct an interim access connection across Phases 2 and 3 of the Project to Anaheim Place and 71h Street near the Metrolink station prior to the 4001 certificate of occupancy in Phase 1 of the Project (the "Interim Access Condition"). Given the development constraints of construction of Phases 2 and 3 of the Project, construction of an interim access connection is impractical and creates an undue financial burden on the Project as a throw away cost. To date,Property Owners have completed construction of The Resort Parkway from 4' Street to 6`h Street as well as improvements to 6t' Street. These improvements provide access for residents of Phase .l of the Attachment A I 11231-M 112 4 1 96 79v4.doc Project to the Metrolink station via 61h street and Milliken Ave. Given the development constraints of Phases 2 and 3 of the Project, the undue financial burden of the interim access connection , and adequate access being provided by the existing Resort Parkway and 6th Street to the Metrolink station, the City is satisfied this interim access connection is no longer necessary. Therefore, Property Owners request City remove the Interim Access Condition in Section 7.0 of Appendix A to the Specific Plan requiring construction of an interim access connection prior to the 400th certificate of occupancy in Phase 1 of the Project. D. The Parties have initiated discussions regarding an amendment to the Specific Plan's street network, alignments, and connections within Planning Area 1 (the "Framework Plan")to improve the Specific Plan's development potential and circulation. Exhibit B, attached hereto and incorporated herein by reference, is a conceptual representation of the Framework Plan. The Parties jointly desire to implement the Framework Plan by incorporating it into the Specific Plan, and the City is preparing a Specific Plan amendment in order to do so. The Parties wish to set forth the process for implementing the Framework Plan should the City Council adopt the proposed Specific Plan amendment. Further, the City acknowledges that the implementation of the Framework Plan would eliminate the available location and need for the Camp under Section 13.A of the Original Agreement; therefore, City acknowledges that Sections 13.A, 13.0 and clause (iii) of Section 13.13 in the Original Agreement related to the Camp should terminate if the Framework Plan is approved by the City. E. City has purchased certain real property located adjacent to the Subject Property and described in Exhibit C of this First Amendment(the "City Property"). The City Property is burdened by a restrictive covenant agreement dated December 17, 2002, and identified as document number 2002-0701459 in the Official Records of San Bernardino County (the "Restrictive Covenant") in favor of certain real property currently owned by Property Owner Empire Lakes Holding Company, LLC and described in Exhibit D (the "Benefitted Property"). Among other things, the Restrictive Covenant prohibits the owner of the City Property (also referred to in the Restrictive Covenant as the "Fairway Land") from constructing any improvements on the City Property except in accordance with a conceptual land use plan approved by the owner of the Benefitted Property (also referred to in the Restrictive Covenant as the "GDP Land"). City desires that future development of the City Property is not impeded by the Restrictive Covenant and Property Owner is willing to terminate the Restrictive Covenant as provided herein . F. The Parties now intend to amend the Original Agreement as set forth herein. AGREEMENT NOW, THEREFORE,the Parties agree as follows: ARTICLE I DEFINITIONS I.1. Definitions. Capitalized terms not otherwise defined in, or amended by, this First Amendment shall have the meaning ascribed to them in the Original Agreement. 2 11231-000112419679v4.doc ARTICLE II AMENDMENTS 2.1. JUPF Construction Schedule. Section 11.1) of the Original Agreement is deleted in its entirety and replaced with the following : "D. Construction Schedule. City shall commence development of the JUPF within eighteen (18) months of Property Owners' irrevocable offer of dedication of the Parcel and full payment of the Outstanding Full Amount, provided the City has issued certificates of occupancy for at least 22,500 square feet of non-residential building space and 2,000 residential dwelling units within the Subject Property. City's delay or failure to commence construction as of that date shall neither delay nor hinder development of the Project." 2.2. Specific Plan Amendments. A. Interim Access Condition. City agrees to process an amendment to the Specific Plan in order to modify Section 7.0 of Appendix A to the Specific Plan to delete the Interim Access Condition requirement for construction of an interim access connection between 4'h Street and the existing intersection of Anaheim Place and 71h Street prior to the issuance of the 400'h certificate of occupancy in Phase 1 of the Project. If the City Council approves that Specific PIan amendment, then the Project Approvals, as defined in the Original Agreement, shall be deemed to incorporate that Specific Plan amendment as of said amendment's effective date and the term Project,as defined in the Original Agreement, shall then mean the development of the Subject Property in accordance with the Project Approvals as amended by that Specific Plan amendment. B. Street Framework. If the City Council approves a Specific Plan amendment, which will be processed separately from the Specific Plan amendment in Section 2.2 above, relating to the street network, alignments, and connections within Planning Area 1 that substantially complies with the Framework Plan attached as Exhibit B, then (i) the Project Approvals, as defined in the Original Agreement, shall be deemed to incorporate that Specific Plan amendment as of said amendment's effective date, (ii) the term Project, as defined in the Original Agreement,shall then mean the development of the Subject Property in accordance with the Project Approvals as amended by that Specific Plan amendment, and (iii) Sections 13.A, 13.0 and clause (iii) of Section 13.13 in the Original Agreement related to the Camp shall terminate and the Camp shall cease to be a part of the Project. The City Council may only approve that Specific Plan amendment and implement the Framework Plan after completing further environmental review under the California Environmental Quality Act (CEQA) and retains the discretion to decline to proceed with the Framework Plan entirely. 3 11231-0001\2419679v4.doc 2.3. Termination of Restrictive Covenant. If the City Council approves the Specific Plan Amendment to delete the Interim Access Condition in accordance with Section 2.2 A(the "SPA Approval"), and concurrent with the recordation of this First Amendment, but no later than thirty (30 days after the SPA Approval, Property Owner shall execute and record, in the Official Records of San Bernardino County, a notice in the form of Exhibit E attached terminating the Restrictive Covenant. 2.4. Effect of Amendment. Except for the changes specifically set forth in this First Amendment, all other terms and conditions of the Original Agreement shall remain in full force and effect. (Signature Page Follows] 4 11231-000 M419679v4.doc The Parties hereto have executed this First Amendment on ,2020 in Rancho Cucamonga, California. CITY OF RANCHO CUCAMONGA,a SC RANCHO DEVELOPMENT CORP., a Municipal Corporation California corporation Dated: By: Name: Its: Authorized Agent Dennis L.Michael Mayor EMPIRE LAKES HOLDING COMPANY, ATTEST: LLC, a Delaware limited liability company By: North Mountain Corporation,a California corporation, its Manager Janice C.Reynolds City Clerk By: Name: Approved as to form: Its: Authorized Agent Dated: James L.Markman City Attorney 5 11231-000112419679v4.doo A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document. State of California ) County of San Bernardino ) On ,before me, , (insert name and title ofthe officer) Notary Public,personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed,the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 6 11231-000112419679v4.doc A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document. State of California ) County of San Bernardino ) On ,before me, , (insert name and title of the officer) Notary Public,personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 7 1 1 23 1-0 00 1124 1 96 79v4.doc A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document. State of California ) County of San Bernardino ) On , before me, (insert name and title of the officer) Notary Public,personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT A LEGAL DESCRIPTION OF SUBJECT PROPERTY A. PROPERTY OF SC RANCHO DEVELOPMENT CORP. PARCEL B OF LOT LINE ADJUSTMENT NO. LLA2017-00002 RECORDED ON JUNE 22, 2017 AS DOCUMENT NO. 2017-0256645 IN THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA.MORE PARTICULARLY DESCRIBED AS FOLLOWS: THOSE PORTIONS OF PARCEL 1 AND PARCEL 12,IN THE CITY OF RANCHO CUCAMONGA,COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BOTH OF PARCEL MAP NO. 14647, AS PER MAP FILED IN BOOK 177, PAGES 90 THROUGH 96 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 12, SAID POINT ALSO BEING ON THE SOUTHERLY RIGHT-OF-WAY OF SIXTH STREET,AS SHOWN ON SAID PARCEL MAP; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY, SOUTH 89°31'48" EAST 609.96 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTHERLY RIGHT-OF-WAY, SOUTH 89-31-48" EAST 607.85 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1; THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY SOUTH 0005'22" EAST 384.51 FEET AND ALONG THE EASTERLY LINE OF SAID PARCEL I THE FOLLOWING EIGHT(8)COURSES: SOUTH 5020'33" WEST 599.94 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 250.00 FEET; SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 29°3646", AN ARC LENGTH OF 129.21 FEET; SOUTH 34057'19" WEST 893.24 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 180.00 FEET; SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 39-30-42", AN ARC LENGTH OF 124.13 FEET; SOUTH 74028'00" WEST 207.22 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 250.00 FEET; SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 32-44-26", AN ARC LENGTH OF 142.86 FEET; SOUTH 41°43'34"WEST 449.75 FEET; SOUTH 0037'21" WEST 154.21 FEET, TO A POINT ON THE NORTHERLY RIGHT-OF-WAY OF FOURTH STREET,AS SHOWN ON SAID PARCEL MAP; THENCE, ALONG SAID NORTHERLY RIGHT-OF-WAY, NORTH 89°22'39" WEST 40.84 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 339.00 FEET; A-2 THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 4-0I'11", AN ARC LENGTH OF 23.78 FEET; THENCE,LEAVING SAID NORTHERLY RIGHT-OF-WAY NORTH 0-37'21"EAST 360.30 FEET; THENCE SOUTH 89053'31" WEST 372.27 FEET TO A POINT ON THE EASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN RESOLUTION NO.94-225 RECORDED FEBRUARY 28, 1995 AS INSTRUMENT NO. 1995-0060621 OFFICIAL RECORDS; THENCE ALONG SAID EASTERLY LINE NORTH 0006'32"WEST 738.67 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 89045'13"EAST 342.95 FEET; THENCE SOUTH 49010'44"EAST 275.70 FEET; THENCE NORTH 40049'16"EAST 694.51 FEET TO THE BEGINNING OF A TANGENT CURVE,CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 600.00 FEET; THENCE NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 40021'04", AN ARC LENGTH OF 422.55 FEET; THENCE NORTH 0028'12"EAST 695.14 FEET TO THE TRUE POINT OF BEGINNING. A-3 B. PROPERTY OF EMPIRE LAKES HOLDING COMPANY PARCEL A: PARCEL 13 OF PARCEL MAP NO. 14647, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 177,PAGES 90 THROUGH 96, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 25, 1995 AS INSTRUMENT NO. 95-369354 OF OFFICIAL RECORDS. PARCEL B: PARCEL A OF LOT LINE ADJUSTMENT NO. LLA2017-00002 RECORDED ON JUNE 22, 2017 AS DOCUMENT NO. 2017-0256645 IN THE OFFICIAL RECORDS OF SAN 13ERNARDINO COUNTY, CALIFORNIA,MORE PARTICULARLY DESCRIBED AS FOLLOWS: THOSE PORTIONS OF PARCEL 1 AND PARCEL 12, BOTH OF PARCEL MAP NO. 14647, AS PER MAP FILED IN BOOK 177, PAGES 90 THROUGH 96 OF PARCEL MAPS, AND ALL OF PARCEL "B" OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 400, RECORDED SEPTEMBER 18, 1997, AS INSTRUMENT NO. 97-0344260, ALL IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL "B", SAID POINT ALSO BEING THE BEGINNING OF A CURVE,CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 24.00 FEET, A RADIAL BEARING TO SAID POINT BEARS SOUTH 89°5328"WEST; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90-34,44", AN ARC LENGTH OF 37.94 FEET TO A POINT ON THE NORTHERLY LINE OF SAID PARCEL "B", SAID POINT ALSO BEING ON THE SOUTHERLY RIGHT-OF-WAY OF SIXTH STREET, AS SHOWN ON SAID MAP; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY, SOUTH 89-31-48" EAST 303.28 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 406.25 FEET; THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 6°21'35", AN ARC LENGTH OF 45.09 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 406.25 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 6-49,47" EAST; THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 6°21'35", AN ARC LENGTH OF 45.09 FEET; THENCE, CONTINUING ALONG SAID SOUTHERLY RIGHT-OF-WAY, SOUTH 89°31-48" EAST 132.55 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL"B'; THENCE NORTH 0006'32"WEST 5.00 FEET TO THE NORTHWEST CORNER OF SAID PARCEL 12; THENCE, CONTINUING ALONG SAID SOUTHERLY RIGHT-OF-WAY, SOUTH 89°31'48" EAST 609.96 FEET; THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY, SOUTH 00°28'12" WEST 695.14 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 600.00 FEET; A-4 THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 40°21'04", AN ARC LENGTH OF 422.55 FEET; THENCE SOUTH 40049'16"WEST 694.51 FEET; THENCE NORTH 49010'44"WEST 275.70 FEET; THENCE SOUTH 89045'13" WEST 342.95 FEET TO A POINT ON THE EASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN RESOLUTION NO. 94-225 RECORDED FEBRUARY 28, 1995 AS INSTRUMENT NO. 1995-0060621 OFFICIAL RECORDS; THENCE NORTH 0006'32" WEST, ALONG SAID EASTERLY LINE, 1414.52 FEET, TO THE POINT OF BEGINNING. PARCEL C: PARCEL C OF LOT LINE ADJUSTMENT NO. LLA2017-00002 RECORDED ON JUNE 22, 2017 AS DOCUMENT NO. 2017-0256645 IN THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA,MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL 1 OF PARCEL MAP NO. 14647, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 177,PAGES 90 THROUGH 96 OF PARCEL MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 1, SAID POINT BEING ON THE EASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN RESOLUTION NO. 94-225 RECORDED FEBRUARY 28, 1995 AS INSTRUMENT NO. 1995-0060621 OFFICIAL RECORDS; THENCE ALONG THE WEST LINE OF SAID PARCEL 1,NORTH 0-06-32"WEST 328.42 FEET; THENCE,LEAVING SAID WEST LINE,NORTH 89°53'31"EAST 372.27 FEET; THENCE SOUTH 0037'21" WEST 360.30 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 339.00 FEET, A RADIAL BEARING TO SAID POINT BEARS SOUTH 4038'32" WEST, SAID BEGINNING ALSO BEING A POINT ON THE NORTHERLY RIGHT-OF-WAY OF FOURTH STREET, AS SHOWN ON SAID PARCEL MAP; THENCE WESTERLY ALONG SAID CURVE,THROUGH A CENTRAL ANGLE OF 3.36-31",AN ARC LENGTH OF 2I.35 FEET TO THE BEGINNING OF A REVERSE CURVE,CONCAVE SOUTHERLY AND HAVING A RADIUS OF 339.00 FEET,A RADIAL BEARING TO SAID POINT BEARS NORTH 8-15'02"EAST; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 7.37-41", AN ARC LENGTH OF 45.13 FEET; THENCE NORTH 89022'39"WEST 281.79 FEET; THENCE, LEAVING SAID NORTHERLY RIGHT-OF-WAY, NORTH 41-4131" WEST 29.75 FEET TO THE POINT OF BEGINNING; SAID LAND IS ALSO SHOWN AS PARCEL C, PURSUANT TO LOT LINE ADJUSTMENT NO. LLA2017- 00002 RECORDED ON JUNE 22,2017 AS DOCUMENT NO.2017-0256645 IN THE OFFICIAL RECORDS OF SAN BERNARDINO COUNTY,CALIFORNIA. A-5 M x Cr r m ■ / Metroftk Station Framework Plan N3 NZ y�rt S-9 Af 1.1 At fa...p.... Street Types Overlaid on TGP+STP Plana E Vine A IAAC = � s AC Vine B and 7th Street !• Neighborhood Street Cycle Track Street - . '° ' " ' ' 0 a N33 N-10 i -' 0.4 AC : 28AC �! Sloping Cycle Track Street 7th Street AM Pedestrian lane Street with MWD Easement Greenway Frontage Road xa Ac j • F ! r _.. EXHIBIT C LEGAL DESCRIPTION OF CITY PROPERTY All that certain real property located in the City of Rancho Cucamonga,County of San Bernardino,State of Cali fomia more fully described as follows: PARCEL 14 OF PARCEL MAP NO.14647 IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 1.77 OF THE PARCEL MAPS,PAGES 90&96,INCLUSIVE,OF THE RECORDS OF SAID COUNTY;AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 25,1995,INSTRUMENT NO.95-369354, OFFICIAL RECORDS. EXHIBIT D LEGAL DESCRIPTION OF BENEFITTED PROPERTY All that certain real property located in the City of Rancho Cucamonga,County of San Bernardino,State of California as more fully described as follows: PARCEL 13 OF PARCEL MAP NO. 14647,IN THE CITY OF RANCHO CUCAMONGA,COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 177,PAGES 90 THROUGH 96,INCLUSIVE OF MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 25,1995 AS INSTRUMENT NO, 95-369354 OF OFFICIAL RECORDS 1 EXHIBIT E NOTICE OF TERMNATION OF RESTRICTIVE COVENANT Recording Requested By and When Recorded Mail to: City of Rancho Cucamonga P. O. Box 807 Rancho Cucamonga, CA 91729 Attn: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE TERMINATION OF RESTRICTIVE COVENANT AGREEMENT This TERMINATION OF RESTRICTIVE COVENANT AGREEMENT ("Termination") is dated as of , 2020 for reference purposes only, and is entered into by and between EMPIRE LAKES HOLDING COMPANY, LLC, a Delaware limited liability company ("ELH") and the CITY OF RANCHO CUCAMONGA, a California municipal corporation ("City")with reference to the following facts: RECITALS A. ELH is the owner of that certain real property located in the City of Rancho Cucamonga, California described on Exhibit A attached hereto(the"ELH Property"). B. City is the owner of that certain real property located in the City of Rancho Cucamonga, California described on Exhibit B attached hereto(the"City Property"). C. The City Property is burdened by that certain Restrictive Covenant Agreement. dated December 17, 2002, and identified as document number 2002-0701459 in the Official Records of San Bernardino County (the"Restrictive Covenant") in favor of the ELH Property. B. ELH and City have agreed, in accordance with the terms of that certain First Amendment to Development Agreement No. DRC 2015-00118 between ELH and the City dated 2020 ("First Amendment"), to terminate the Restrictive Covenant. NOW THEREFORE,ELH and City agree as follows: 1. Termination/Release.ELH and City hereby terminate,release, and eliminate in whole the Restrictive Covenant from the City Property. From and after the date hereof, ELH and the ELH Property shall cease to have any right, title or interest in the City Property under the Restrictive Covenant and neither ELH nor City shall have any rights, obligations or liability under the Restrictive Covenant. 2 2. Successors/Assigns. This Termination shall be binding on the successors, assigns and successors-in-interest of ELH and the City to the ELH Property and the City Property, respectively. 3. Counterparts. This Termination may be executed by each party on a separate signature page,and when the executed signature pages are combined,shall constitute one single document. (All signatures are on the next page) 3 IN WITNESS WHEREOF, ELH and the City have executed this Termination as of the date first written above. ELH EMPIRE LAKES HOLDING COMPANY,LLC, a Delaware limited liability company By: North Mountain Corporation, a California corporation, its Manager By: Name: Its: Authorized Agent Dated: CITY CITY OF RANCHO CUCAMONGA, a Municipal Corporation Dennis L.Michael Mayor Dated: ATTEST: Janice C.Reynolds City Clerk Approved as to form: James L.Markman City Attorney 4 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 ) ) SS. COUNTY OF ) On 20_ before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 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 ) )SS. COUNTY OF ) On 20 before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the. State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT A LEGAL DESCRIPTION OF ELH PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 13 OF PARCEL MAP NO. 14647, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO; STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 177, PAGES 90 THROUGH 96, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 25, 1995 AS INSTRUMENT NO. 95-369354 OF OFFICIAL RECORDS. EXHIBIT B LEGAL DESCRIPTION OF CITY PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 14 OF PARCEL MAP NO. 14647, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 177, PAGES 90 THROUGH 96, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 25, 1995 AS INSTRUMENT NO. 95-369354 OF OFFICIAL RECORDS.